EXHIBIT
4.7

    


    SECONDARY
DEED OF TRUST AND SECURITY AGREEMENT

    


    THIS SECONDARY DEED OF TRUST AND
SECURITY AGREEMENT (“Deed of Trust”) is made as of the
11th day of September, 2008, between HUNTER BATES MINING CORPORATION, a
Minnesota corporation (“Grantor”), having an office at
900 IDS Center, 80 South 8th Street,
Minneapolis MN 55402-8773, and the Gilpin County Public Trustee (“Trustee”), whose address is
203 Eureka Street, P.O. Box 368, Central City, CO, 80427.

    


    WITNESSETH:

    


    WHEREAS, that certain Deed of
Trust made by Grantor (the “Otten Deed of Trust”), in
favor of the Trustee, as trustee for George E. Otten, was issued to secure and
enforce the payment of certain obligations of Grantor, including without
limitation, that certain Promissory Note dated on or about June 9, 2008 in the
principal amount of Six Million Seven Hundred Fifty Thousand and 00/100 Canadian
Dollars (CND $6,750,000.00) made by Grantor and payable to the order of George
E. Otten, a Colorado resident whose address is 11438 Weld County Rd 19, Fort
Lupton, CO, 80621 (or his nominee or assignee), with interest and payments, all
as provided therein, being due and payable in full on December 31, 2015 (or
earlier as provided for therein), and all modifications, renewals or extensions
thereof (the “Otten
Note”) and all
obligations of the Otten Deed of Trust or any other instruments (“Otten Loan Documents”) executed by
Grantor in favor of George E. Otten now or hereafter evidencing or securing the
above-described indebtedness or any part thereof (collectively the “Otten
Indebtedness”);

    


    WHEREAS, George E. Otten filed
the Otten Deed of Trust with the Gilpin County Clerk and Recorder on or about
June 9, 2008, as Document No. 136731;

    


    WHEREAS, Wits Basin Precious
Minerals Inc., the parent company to Grantor (“Wits Basin”), has previously
executed (i) a senior secured convertible note in the principal amount of One
Million Twenty Thousand Dollars ($1,020,000), dated February 11, 2008 in favor
of Platinum Long Term Growth V, LLC, a Delaware limited liability company whose
address is Carnegie Hall Tower, 152 W. 57th Street,
54th
Floor, New York, NY 10019 (“Platinum”) and (ii) a secured
promissory note in the principal amount of One Hundred Ten Thousand Dollars
($110,000), dated on or about July 10, 2008 in favor of Platinum (collectively,
the “Notes”) (Platinum,
as payee of the Notes, and all subsequent holders of the Notes or any part
thereof or any interest therein or in any of the Secured Indebtedness, are
hereinafter referred to as the “Beneficiary”) and certain
related agreements with Platinum and (collectively, as amended, restated, or
extended from time to time, the “Loan Documents”) and Platinum
has agreed to make loans to Wits Basin in consideration thereof for up to One
Million One Hundred Thirty Thousand Dollars ($1,130,000) (the “Loans”);

    


    WHEREAS, pursuant to the Loan
Documents, Grantor is obligated to secure the repayment of the Notes and all
obligations, indebtedness and liabilities of the Loan Documents executed by Wits
Basin in favor of the Beneficiary now or hereafter evidencing or securing the
indebtedness or any part thereof owed to Platinum (the “Secured
Indebtedness”).  The terms and provisions of the Notes are
incorporated herein by this reference;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In order to secure repayment of the
Secured Indebtedness, Grantor does hereby grant, bargain, sell and convey unto
the Trustee, in trust forever, that certain property situate in Gilpin County,
Colorado, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference, which is commonly known as the Hunter
Gold Mine (sometimes collectively hereinafter referred to as the “Property” or the “Mortgaged Property”); provided
however that this Deed of Trust and any and all liens on the Mortgaged Property
securing the Secured Indebtedness hereby shall be and remain subordinate to the
Otten Indebtedness, as amended, restated, or extended from time to
time;

    


    TOGETHER with all and singular
the tenements, hereditaments, easements, rights of way and appurtenances
thereunto belonging or in any wise appertaining, whether now owned or hereafter
acquired by Grantor, and any and all rights of ingress and egress to and from
adjoining property (whether such rights now exist or subsequently arise),
together with the reversion or reversions, remainder or remainders, and rents,
issues and profits thereof, and also the entire estate, right, title, interest,
claim and demand whatsoever of Grantor of, in and to the same and of, in and to
every part and parcel thereof; and

    


    TOGETHER with all buildings,
structures, parking structures and improvements now or hereafter located on the
Mortgaged Property, including any and all easements and rights of way used in
connection therewith; and

    


    TOGETHER with all right, title
and interest of Grantor, if any, in all trees, shrubs, flowers and other
landscaping features and all oil, gas, minerals, water, water rights, drains and
drainage rights appurtenant to, located on, under or above or used in connection
with the Mortgaged Property and the improvements situate thereon, or any part
thereof, whether now existing or hereafter created or acquired; and

    


    TOGETHER with all leases,
rents, issues, royalties, bonus, income and profits, of each and every kind, now
or hereafter relating to or arising from the Mortgaged Property and the
improvements situate thereon; and

    


    All of the foregoing property,
interests and rights are sometimes hereinafter collectively referred to as the
"Mortgaged Property, Improvements and Rights” or the “Property”;

    


    AND, Grantor, for itself and
its successors and assigns, represents, warrants and covenants that, and has
good right and authority to grant, bargain, sell, convey, transfer, assign and
mortgage the Property; that the execution and delivery of this Deed of Trust,
the Notes and all other instruments securing the payment of the Notes do not
contravene any law, order, decree, rule or regulation to which Grantor is
subject; that the Notes, this Deed of Trust and all other instruments securing
the payment of the Notes constitute the legal, valid and binding obligations of
Grantor and that Grantor will warrant and forever defend the title to the
Property against the claims of all persons whomsoever claiming or to claim the
same or any part thereof, subject to all matters of record.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AND, that for so long as the
Secured Indebtedness or any part thereof remains unpaid, Grantor covenants and
agrees for itself and its successors and assigns as follows:

    


    
      	 	
              1.

            	
              Covenants.

            


    

    


    1.1           Payment.  Grantor
will make prompt payment, as the same become due, of all installments of
principal and interest on the Notes and of all the other Secured
Indebtedness.

     

    1.2           Maintenance
of Mortgaged Property.  Grantor will cause the Mortgaged
Property to be used, occupied and operated in accordance with all applicable
laws and rules, regulations and orders promulgated by all duly constituted
authorities.  Grantor will allow the Beneficiary and/or its authorized
representatives to enter the Property at any reasonable time upon advance
written notice to inspect the Property and Grantor’s books and records
pertaining thereto, and Grantor will reasonably assist the Beneficiary and said
representatives in whatever way necessary to make such
inspection.  Subject to the rights of the beneficiary under the Otten
Deed of Trust (the “Otten Beneficiary”), the Beneficiary shall be entitled to
participate in any condemnation proceeding concerning the
proceeding.  If an Event of Default hereunder shall have occurred and
be continuing, any proceeds of such condemnation shall, subject to the rights of
the Otten Beneficiary, be applied by the Beneficiary to amounts outstanding
under the Loan Documents.

     

    1.3           Taxes.  Grantor
shall pay or cause to be paid prior to delinquency, except to the extent
provision is actually made therefor as set forth hereinafter, all taxes and
assessments theretofore or hereafter levied or assessed against the Property, or
any part thereof, or any other tax asserted as a substitute therefor and upon
request, will furnish the Beneficiary with receipts showing payment of such
taxes and assessments on or before the applicable due date therefor; except that
Grantor may in good faith, by appropriate proceedings, contest and diligently
pursue such contest, the validity, applicability or amount of any asserted tax
or assessment; provided, however, that in any event each such contest shall be
concluded and the taxes, assessments, interests, costs and penalties shall be
paid prior to the date any writ or order is issued under which the Property may
be sold.

     

    1.4           Books and
Records.  Grantor will keep accurate books and records in
accordance with generally accepted accounting principles in which full, true and
correct entries shall be promptly made as to all operations on the Property,
and, as often as reasonably requested by the Beneficiary, but not more often
than once in each calendar quarter.  Grantor will make full reports of
operations in such form as the Beneficiary prescribes, setting out full data as
to the exploration activities and expenditures, mine development activities and
expenditures, mining activities and expenditures and all revenues from the
Property.

     

    
      	 	
              2.

            	
              Remedies
      and Events of Default.

            


    

    


    2.1           Events of
Default.  The term "default" or "event of default" as used in
this Deed of Trust shall mean the occurrence of any of the following
events:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           Any
default, event of default, or event that, with the giving of notice or the
passage of time or both would constitute a default or event of default, under
the Notes or the Loan Documents; or

    


    (b)           Except
for a payment default described in paragraph (a) hereof, the failure of Grantor
to make any payment due hereunder within forty-five (45) days from the date such
payment is due; or

    


    (c)           The
failure of Grantor to timely and properly observe, keep or perform any material
nonmonetary covenant, agreement, warranty or condition herein required to be
observed, kept or performed, except that Grantor shall have one hundred and
twenty (120) days from notice of such failure to cure such default and if such
default cannot be cured within one hundred and twenty (120) days, Grantor shall
have a reasonable period of time within which to cure such default, provided
Grantor promptly commences curative action and prosecutes such curative action
diligently to completion and provided such default or failure can be and is
cured within six months from the date of such notice.

    


    2.2           Acceleration.  Upon
the occurrence of a default, which is not cured during the applicable cure
period, if any, the Beneficiary shall have the option of declaring all the
Secured Indebtedness in its entirety to be immediately due and payable without
notice to Grantor, and the liens and security interests evidenced hereby shall
be subject to foreclosure in any manner provided for herein and as provided by
law.

    


    2.3           Management
and Possession.  Subject to the rights of the Otten
Beneficiary, upon the occurrence of a default which is not cured during the
applicable cure period, if any, the Beneficiary is authorized, whether prior or
subsequent to the institution of any foreclosure proceedings, to enter upon the
Property, or any part thereof, and to take possession of the Property and to
exercise, without interference from Grantor, any and all rights to construct,
manage, possess, operate, protect or preserve the Property and all equipment,
data, documents, records, samples, minerals, ore and other materials relating to
and/or derived from the Property (the “Associated Materials”), and to deduct
from the proceeds (if any) resulting from the exercise of such rights all
reasonable costs, expenses and liabilities of every character incurred by the
Beneficiary in exercising such rights and in managing, operating, maintaining,
protecting or preserving the Property and the Associated Materials and to apply
the remainder of such proceeds on the indebtedness secured hereby in such manner
as the Beneficiary may elect.  If necessary to obtain the possession
provided for above, subject to the rights of the Otten Beneficiary, the
Beneficiary may invoke any and all legal remedies to dispossess
Grantor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.4           Foreclosure
as Deed of Trust.  Upon the occurrence of a default hereunder,
which is not cured during the applicable cure period, if any, the Beneficiary
may, subject to the rights of any beneficiary holding priority rights, declare a
violation of any of the covenants hereof and elect to advertise the Mortgaged
Property, the Associated Materials, and all improvements and other rights
relating to the foregoing, for sale and demand such sale.  Then, upon
filing notice of such election and demand for sale with the Trustee, the Trustee
shall proceed to foreclose upon the Property and, if directed to do so by the
Beneficiary, upon the Associated Materials, all as provided by applicable
law.  The Trustee shall provide public notice of such foreclosure sale
as provided by applicable law.  Subject to the rights of any
beneficiary holding priority rights, the Trustee shall sell and dispose of the
Property, the Associated Materials, and all improvements and rights relating to
the foregoing (en masse or in separate parcels, as the Trustee may think best)
and all the right, title and interest of Grantor, and its successors and assigns
therein, at public auction all in accordance with the provisions of Colorado
Statutes.  Such sale(s) shall be a perpetual bar, both in law and
equity, against Grantor and its successors and assigns, and all other persons
claiming the Mortgaged Property, the Associated Materials, and all improvements
and rights relating to the foregoing, or any part thereof by, through, from or
under Grantor.  The Beneficiary may purchase the Mortgaged Property,
the Associated Materials, and all improvements and rights relating the
foregoing, or any part thereof, and may bid in any part or all of the
indebtedness secured hereby, and the purchaser(s) at any such sale shall not be
obligated to see to the application of the purchase money.

    


    Any reasonable costs incurred by
Beneficiary or its attorney as a part of the cost of foreclosure in conjunction
with Grantor's default hereunder shall be deemed allowable by the Trustee in a
foreclosure action.  Such allowable costs shall include, but not be
limited to, appraisal fees, attorney fees and all costs incurred by Beneficiary
or its attorney in conjunction with securing, preserving and maintaining the
Property, the Associated Materials, and any improvements and rights relating to
the foregoing, such as, by way of example and not by way of limitation, costs
incurred in conjunction with the appointment and/or institution of a
receivership (whether or not a receiver be appointed).

    


    2.5           Foreclosure
as Mortgage.  This instrument shall be effective as a mortgage
and a security agreement as well as a deed of trust and, upon the occurrence of
a default, may be foreclosed, at the election of the Beneficiary, as to any of
the Property or the Associated Materials in any manner permitted by the laws of
the State of Colorado.

    


    2.6           Application
of Proceeds.  The proceeds of any sale in foreclosure of the
liens evidenced hereby shall be applied:

    


    FIRST, to the payment of all
costs and expenses incident to such foreclosure sale, including, but not limited
to, all reasonable attorneys' fees and court costs and charges of every
character, and the statutory fee to the Trustee;

    


    SECOND, to the payment in full
of the Secured Indebtedness (including, specifically, without limitation, the
principal, interest, late charges and attorneys' fees due and unpaid on the
Notes and the amounts due and unpaid and owed to the Beneficiary under this Deed
of Trust) in such order as the Beneficiary may elect; and

    


    THIRD, the remainder, if any,
shall be paid in accordance with applicable statutory provisions or court
order.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.7           Receiver.  In
addition to all other remedies herein provided for, Grantor agrees that upon the
occurrence of a default, the Beneficiary shall, as a matter of right, be
entitled to an ex parte appointment of a receiver or receivers for all or any
part of the Property and the Associated Materials without regard to the value of
the Property or the Associated Materials or to the solvency of any person or
persons liable for the payment of the indebtedness secured hereby, and Grantor
does hereby consent to the appointment of such receiver or receivers, waives any
and all defenses to such appointment and agrees not to oppose any application
therefor by the Beneficiary, but nothing herein is to be construed to deprive
Beneficiary of any other right, remedy or privilege it may now have under the
law to have a receiver appointed; provided, however, that the appointment of
such receiver, trustee or other appointee by virtue of any court order, statute
or regulation shall not impair or in any manner prejudice the rights of the
Beneficiary to receive payment of the rents and income.  The receiver
or his/her/its agents shall be entitled to enter upon and take possession of any
and all of the Property and the Associated Materials.  The receiver,
personally or through its agents or attorneys, may exclude Grantor and its
agents, servants and employees wholly from the Property and the Associated
Materials and have, hold, use, operate, manage and control the same and each and
every part thereof, and keep insured, the Property and the Associated
Materials.  Such receivership shall, at the option of the Beneficiary,
continue until full payment of all sums, hereby secured, then due and payable or
until title to the Property and the Associated Materials shall have passed by
foreclosure sale under this Deed of Trust and the period of redemption, if any,
shall have expired.

    


    2.8           Remedies
Cumulative.  All remedies herein expressly provided for are
cumulative of any and all other remedies existing at law or in equity and are
cumulative of any and all other remedies provided for in any other instrument
securing the payment of the Secured Indebtedness, or any part thereof, or
otherwise benefiting the Beneficiary, and the Trustee and the Beneficiary shall,
in addition to the remedies herein provided, be entitled to avail themselves of
all such other remedies as may now or hereafter exist at law or in equity for
the collection of the Secured Indebtedness and the enforcement of the covenants
herein and the foreclosure of the liens and security interests evidenced hereby,
and the use of any remedy provided for hereunder or under any such other
instrument or provided for by law shall not prevent the concurrent or subsequent
use of any other appropriate remedy or remedies.  The Beneficiary
shall be entitled to enforce the provisions of this Deed of Trust and to
exercise its rights and remedies hereunder notwithstanding that some or all of
the indebtedness hereby secured is now or shall hereafter be otherwise secured,
whether by mortgage, pledge, lien, assignment or otherwise.  Neither
the acceptance of this Deed of Trust nor the enforcement thereof shall prejudice
or in any manner affect the right of the Beneficiary to realize upon or enforce
any other security now or hereafter held by the Beneficiary, it being understood
that the Beneficiary shall be entitled to enforce this Deed of Trust and any
other security now or hereafter held by it in such order and manner as it may in
its sole discretion determine.

    


    2.9           Election
of Remedies.  The Beneficiary may resort to any security given
by this Deed of Trust or to any other security now existing or hereafter given
to secure the payment of the Secured Indebtedness, in whole or in part, and in
such portions and in such order as may seem best to the Beneficiary in its sole
discretion.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.10           Tenancy
of Grantor.  In the event there is a foreclosure sale hereunder
and at the time of such sale Grantor or its representatives, successors or
assigns or any other persons claiming any interest in the Property and/or the
Associated Materials by, through or under Grantor are occupying or using the
Property and/or the Associated Materials, or any part thereof, each and all
shall, at the option of the Beneficiary or the purchaser at such sale, as the
case may be, immediately become the tenant of the Beneficiary or said purchaser
and said tenancy shall be terminable at will by the Beneficiary or said
purchaser, as the case may be.  In the event any tenant fails to
surrender possession of said Property and the Associated Materials upon the
exercise of such option, the purchaser shall be entitled to institute and
maintain an action for forcible entry and detainer.

    


    
      	 	
              3.

            	
              Miscellaneous.

            


    

    


    3.1           Release.  If
the Secured Indebtedness is paid in full, then and in that event only, all
rights under this Deed of Trust shall be released by the Beneficiary in due form
at Grantor's cost.  No release of this Deed of Trust or the lien
thereof shall be valid unless executed by the Beneficiary.

    


    3.2           Beneficiary
Rights.  Without affecting the responsibility of Grantor for
the performance of the covenants and agreements herein contained, and without
affecting the lien of this Deed of Trust upon any of the Property and the
Associated Materials, the Beneficiary may at any time and from time to time
without notice in writing:  (a) waive compliance by Grantor with any
covenant herein made by Grantor to the extent and in the manner specified in
such writing; (b) consent to Grantor doing any act which hereunder Grantor is
required to do, to the extent and in the manner specified in such writing; (c)
release any part of the Property and/or the Associated Materials, or any
interest therein, from the lien and security interest of this Deed of Trust; (d)
release any party liable, either directly or indirectly, for the Secured
Indebtedness or for any covenant herein or in any other instrument now or
hereafter securing the payment of the Secured Indebtedness, without impairing or
releasing the liability of any other party; (e) extend the time for payment of
the Notes or otherwise grant indulgences or modify the Notes, or (f) subordinate
the lien hereof.

    


    3.3           Maximum
Interest.  Any provision contained herein, in the Notes or in
any other instrument evidencing, securing or otherwise relating to any of the
Secured Indebtedness to the contrary notwithstanding, the Beneficiary shall not
be entitled to receive or collect, nor shall Grantor be obligated to pay,
interest on any of the Secured Indebtedness in excess of the maximum rate of
interest permitted by applicable law, and if any provision herein, in the Notes
or in such other instrument shall ever be construed or held to permit the
collection or to require the payment of any amount of interest in excess of that
permitted by applicable law, the provisions of the Notes shall control and shall
override any contrary or inconsistent provision herein or in such other document
or instrument.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.4           Notices.  Any
and all notices, elections, demands, requests, and responses thereto permitted
or required to be given under this Deed of Trust shall be in writing, signed by
or on behalf of the party giving the same, and shall be deemed to have been
properly given and shall be effective upon being personally delivered, or upon
being deposited in the United States mail, postage prepaid, certified with
return receipt requested, or upon being deposited with an overnight commercial
delivery service requiring proof of delivery, to the other party at the address
of such other party set forth above or at such other address within the
continental United States as such other party may designate by notice
specifically designated as a notice of change of address and given in accordance
herewith; provided, however, that the time period in which a response to any
such notice, election, demand or request must be given shall commence on the
date of receipt thereof; and provided further that no notice of change of
address shall be effective until the date of receipt
thereof.  Personal delivery to a party or to any officer, partner,
agent or employee of such party at said address shall constitute
receipt.  Rejection or other refusal to accept or inability to deliver
because of changed address of which no notice has been received shall also
constitute receipt.  Any such notice, election, demand, request or
response to the respective parties shall be addressed to the addresses provided
above.  A copy of any notices addressed to the Trustee and/or the
Beneficiary shall be delivered at the same time to Burak Anderson & Melloni,
PLC, 30 Main Street, Burlington, VT 05042, Attn: Shane W.
McCormack.

    


    3.5           Binding
Effect.  The terms, provisions, covenants and conditions hereof
shall be binding upon Grantor and the heirs, representatives, successors and
assigns of Grantor, including all heirs and successors in interest of Grantor in
and to all or any part of the Property and/or the Associated Materials, and
shall inure to the benefit of Grantor, the Trustee and the Beneficiary and their
respective successors and assigns, substitutes and assigns and shall constitute
covenants running with the land.  All references in this Deed of Trust
to Grantor, the Trustee or the Beneficiary shall be deemed to include all such
representatives, successors, substitutes and assigns.

    


    3.6           Invalidity.  A
determination that any provision of this Deed of Trust is unenforceable or
invalid shall not affect the enforceability or validity of any remaining
provision, and any determination that the application of any provision of this
Deed of Trust to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply to
any other persons or circumstances.

    


    3.7           Redemption.  In
the event the Property or any part thereof shall be sold upon foreclosure as
provided hereunder, the sum for which the same shall have been sold shall, for
purposes of redemption (pursuant to Section 38-38-301, et seq., C.R.S., or the
corresponding provisions of any future law), bear interest at the rate of
interest provided in the Notes from the date of sale until paid.

    


    3.8           Governing
Law.  This Deed of Trust and the Notes secured hereby shall be
governed by and construed according to the laws of the State of Colorado at the
date of execution.

    


    Signature
Page Follows


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Grantor has executed this instrument as of the date first set forth
above.

    


    
      
        
          
            
              
                
                  
                    	 	GRANTOR:
	 	 
      	 
      
	 	HUNTER
      BATES MINING CORPORATION
	 	 
      	 
      
	 	
                            By:

                          	
                            /s/ Mark D. Dacko

                          
	 	Mark
      D. Dacko,
      Chief Financial
      Officer


                  

                

              

            

          

        

      

    

    


    
      
        	
                STATE
      OF MINNESOTA

              	
                )

              	 
	 
      	
                )
      ss.

              	 
	
                COUNTY
      OF HENNEPIN

              	
                )

              	 


      

    

    


    The foregoing instrument was
acknowledged before me this 11th day of September, 2008, by Mark D. Dacko, as
CFO of Hunter Bates Mining Corporation, a Minnesota corporation, on behalf of
the corporation.

    


    
      
        
          
            	 
      	
                    /s/ Cynthia Koosmann

                  	 
	 
      	
                    Notary
      Public

                  	 


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    TO

    DEED
OF TRUST

    


    Attached
Legal Description

    PARCEL GROUP
A:

    


    Parcel
A-1:

    


    The BATES
LODE Mining Claim, U. S. Survey No. 224, as described in the United States
Patent recorded on November 21, 1876, in Book 62 at Page 287,

    EXCEPTING
AND EXCLUDING all town property rights upon the surface and all houses,
buildings, structures, lots, blocks, streets, alleys and other municipal
improvements on the surface, and all rights necessary or proper to the
occupation, possession or enjoyment of the same, as excepted and excluded in the
said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-2:

    


    The CARR
LODE Mining Claim, U. S. Survey No. 442, as described in the United States
Patent recorded on August 7, 1879, in Book 68 at Page 349,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Survey No. 173, as
excepted and excluded in the said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-3:

    


    Mineral
rights only in and to the ELLIETH LODE Mining Claim, U. S. Survey No. 37, as
described in the United States Patent recorded on June 20, 1872, in Book 53 at
Page 277,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-4:

    


    An
undivided 2/3 interest in and to the East 185 feet, being the discovery claim,
and 85 feet of the West end of Claim No. 1 East of the discovery claim of the
GERMAN LODE Mining Claim, U. S. Survey No. 204, the said GERMAN LODE Mining
Claim being described in the United States Patent recorded on August 24, 1874,
in Book 58 at Page 74,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-5:

    


    The East
715 feet of the West 1,100 feet Claim of the GERMAN LODE Mining Claim, U. Survey
No. 204, the said GERMAN LODE Mining Claim being described in the United States
Patent recorded on August 24, 1874, in Book 58 at Page 74,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-6:

    


    Surface
rights only in and to that portion of the HOPE NO. 2 LODE Mining Claim, U. S.
Survey No. 252, as described in the United States Patent recorded on September
16, 1970, in Book 268 at Page 311, that lies Southwest of Block 47, in the City
of Central,

    EXCEPTING
AND EXCLUDING therefrom all town property rights upon the surface, and excepting
and excluding from the same all houses, buildings, structures, lots, blocks,
streets, alleys or other municipal improvements, as excepted and excluded in the
said United States Patent,

    County of
Gilpin, State of Colorado.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attached
Legal Description (Continued)

    


    Parcel
A-7:

    


    The
HUNTER LODE Mining Claim, U. S. Survey No. 266, as described in the United
States Patent recorded on June 22, 1883, in Book 93 at Page 137,

    EXCEPTING
AND EXCLUDING therefrom all town property rights upon the surface and all
houses, buildings, structures, lots, blocks, streets, alleys and other municipal
improvements on the surface, and all rights necessary or proper to the
occupation, possession or enjoyment of the same, as excepted and excluded in the
said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-8:

    


    Mineral
rights in and to the KITTY LODE Mining Claim, U. S. Survey No. 734, a described
in the United States Patent recorded in Book 246 at Page 437, together with that
portion of the surface of the said KITTY LODE Mining Claim lying East of the
railroad right of way,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Lots Nos. 72, 204, 252,
267, 730, and all town property rights upon the surface and all houses,
buildings, structures, lots, blocks, streets, alleys and other municipal
improvements on the surface, and all rights necessary or proper to the
occupation, possession or enjoyment of the same, as excepted and excluded in the
said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-9:

    


    Mineral
rights only in and to the LEAVITT LODE Mining Claim, U. S. Survey No. 76, as
described in the United States Patent recorded on November 6, 1871, in Book 53
at Page 83,

    EXCEPTING
AND EXCLUDING any portion thereof embraced by Survey No. 37, as excepted and
excluded in the said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-10:

    


    Surface
rights only in and to that portion of the MOSELL LODE Mining Claim, U. S. Survey
No. 675, lying Northeast of the railroad right of way crossing the said MOSELL
LODE Mining Claim, as the said MOSELL LODE Mining Claim is described in the
United States Patent recorded on September 12, 1988, in Book 296 at Page
419,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Mining Claims or Surveys
Nos. 311, 500 and 609, as excepted and excluded in the said United States
Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-11

    


    The SAXON
LODE Mining Claim, U. S. Survey No. 730, as described in the United States
Patent recorded in Book 296 at Page 426,

    EXCEPT
that portion of the surface of the said SAXON LODE Mining Claim which lies
between the Gregory Street and Lawrence Street rights of way,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Mining Claims or Surveys
Nos. 37, 73, 76, 204, 224, 235, 266, 276, 372 506, 590, 607 and 675 and all town
property rights upon the surface and all houses, buildings, structures, lots,
blocks, streets, alleys and other municipal improvements on the surface, and all
rights necessary or proper to the occupation, possession or enjoyment of the
same, as excepted and excluded in the said United States
Patent,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attached
Legal Description (Continued)

    


    EXCEPT
surface rights in and to that portion of the said SAXON LODE Mining Claim that
is Southwest of the railroad right of way,

    AND
EXCEPT the railroad right of way which crosses the said SAXON LODE Mining
Claim,

    County of
Gilpin, State of Colorado.

    


    Parcel
A-12:

    


    Lots 3, 4
and 5,

    Block
47,

    City of
Central,

    County of
Gilpin,

    State of
Colorado.

    


    Parcel
A-13:

    Lots
1-11,

    Block
48,

    City of
Central,

    County of
Gilpin,

    State of
Colorado.

    


    Parcel
A-14:

    


    Mineral
rights only in and to Lot 1,

    Block
49,

    City of
Central,

    County of
Gilpin,

    State of
Colorado.

    


    Parcel
A-15:

    


    Conrad
Lot, City of Central, described in deed recorded in Book 150 at Page 332,
to-wit: Beginning at a point on Line 5-6 of Survey No. 73, Kip Lode, whence
Corner No. 5 of Survey No. 73 bears N 68 30’ E, 6.24 feet and Station No. 2
Leavitt Street bears N 5 56’ W, 297.3 feet; thence S 68 30’ W, 45.76 feet;
thence S 27 W, 76 feet; thence N 86 15’ E, 82.5 feet; thence N 3 45’ W, 79.53
feet to Place of Beginning, County of Gilpin, State of Colorado.

    


    PARCEL GROUP
B:

    


    Parcel
B-1:

    


    Mineral
rights only in and to the ELLIOTT LODE Mining Claim, U. S. Survey No. 77, as
described in the United States Patent recorded on November 6, 1871, in Book 53
at Page 80, EXCEPTING AND EXCLUDING therefrom any portion thereof embraced by
Survey No. 76, as excepted and excluded in the said United States Patent, County
of Gilpin, State of Colorado.

    


    Parcel
B-2:

    


    Mineral
rights only in and to the HARTFORD LODE Mining Claim, U. S. Survey No. 742, as
described in the United States Patent recorded on September 12, 1988, in Book
393 at Page 333,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attached
Legal Description (Continued)

    


    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Mining Claims or Surveys
Nos. 56, 64, 73, 204, 235, 506, 675, 730, 734, 739, 753, and Bledsoe and Simmons
Lodes, as excepted and excluded in the said United States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
B-3:

    


    Mineral
rights only in and to the HUNTER LODE Mining Claim, U. S. Survey No. 507, as
described in the United States Patent recorded on December 16, 1881, in Book 82
at Page 12,

    County of
Gilpin, State of Colorado.

    


    Parcel
B-4:

    


    Mineral
rights only in and to the East 450 feet of the KIP LODE Mining Claim, U. S.
Survey No. 73, and surface rights only in and to that portion of the said KIP
LODE Mining Claim, U. S. Survey No. 73, that is East of the East side-line of
the Ontonagon Lode Mining Claim, U. S. Survey No. 506, as the said KIP LODE
Mining Claim, U. S. Survey No. 73, is described in the United States Patent
recorded on November 6, 1871, in Book 53 at Page 77,

    EXCLUSIVE
OF “ground previously conveyed, the portions of all other claims previously
surveyed and patented by the United States and falling within the boundary lines
hereinbefore described,” as provided in the said United States
Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
B-5:

    


    Mineral
rights only in and to the McCALLISTER LODE Mining Claim, U. S. Survey No. 235,
as described in the United States Patent recorded on December 17, 1975, in Book
296 at Page 413,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Mining Claims or Surveys
Nos. 53 and 62, as excepted and excluded in the said United States
Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
B-6:

    


    Mineral
rights only in and to the ONTONAGON LODE Mining Claim, U. S. Survey No. 506, as
described in the United States Patent recorded on February 28, 1892, in Book 82
at Page 40,

    EXCEPTING
AND EXCLUDING therefrom any portion thereof embraced by Mining Claims or Surveys
Nos. 37, 62, 73, 76, 204 and 235, as excepted and excluded in the said United
States Patent,

    County of
Gilpin, State of Colorado.

    


    Parcel
B-7:

    


    A
permanent easement to the German Mine site, located on the German Mining Claim,
Survey #204, form Packard Street in the City of Central.  This
easement grants regular vehicle and truck traffic related to the German Mine
site, located on the German Mining Claim Survey #204;

    And

    A
permanent easement to the German Mine site, located on the German Mining Claim,
Survey #204, form the nearest developed street in the Mammoth Hill planned Unit
Development;

    And

    A surface
area of 100 foot radius from the center of the German Mine Shaft, located on the
German Mining Claim Survey #204, as designated for the purpose of erecting a
headframe, locating a hoisthouse hoist, and usual mining equipment and to
maintain an escapeway while mining the German Mining Claim is being actively
pursued,

    County of
Gilpin, State of Colorado