EXHIBIT
10.2

    


    FOURTH
AMENDMENT TO ASSET PURCHASE AGREEMENT

    


    THIS FOURTH AMENDMENT to Asset
Purchase Agreement is dated this 14th day of January, 2008, by and among Wits
Basin Precious Minerals Inc. (the “Purchaser”), Central City
Mining Corp. and George Otten (collectively, the “Sellers” and each
individually as a
“Seller”), and Hunter Gold Mining Corp. and Hunter Gold Mining Inc.
(collectively the “Covenantors”
and each a “Covenantor”) (the Purchaser,
Sellers and Covenantors are individually or collectively, as the case may be, a
“Party” or “Parties”).

     

    RECITALS: The Parties entered into
an Asset Purchase Agreement dated on or about September 20, 2006, for the sale
and purchase of assets, real estate and real estate mining claims described in
such asset purchase agreement, which was amended by that certain First Amendment
to Asset Purchase Agreement dated October 31, 2006, that Second Amendment to
Asset Purchase Agreement dated as of March 1, 2007 and that Third Amendment to
Purchase Agreement dated May 31, 2007 (collectively, “Purchase Agreement”); and the
wish to amend the Purchase Agreement on the terms and conditions hereafter set
forth.

    


    AGREEMENT

    NOW,
THEREFORE, in consideration of the foregoing, the parties agree that the
Purchase Agreement shall be revised as follows:

     

    1.      The
reference to $800,000 in Section 3.1(a) is hereby revised to be
$2,500,000.

    2.      The
reference to $6,750,000.00 CND in Section 3.2 is hereby revised to be
$6,500,000.00 CND.

    3.      The
reference to March 31, 2008 in Section 3.3(a) and November 30, 2006 in Article
11 are revised to June 30, 2008.

    4.      Section
3.3(b)(ii) is hereby deleted in its entirety and replaced with the following
language:  

    “Purchaser
shall deliver to Sellers (or Sellers’ nominee) a note payable to Sellers (or
Sellers’ nominee) in the original principal amount of Six Million Five Hundred
Thousand Canadian Dollars ($6,500,000.00 CDN) in the form of Exhibit C* hereto
and hereby made a part hereof (“Note”), (iii) a deed of trust in the form of
Exhibit D* hereto and hereby made a part hereof with George Otten (or other
Sellers’ nominee) as the trustee for the Sellers securing the Note (the “Deed of
Trust”), and (iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares
of the unregistered and restricted .01 par value common capital stock of the
Purchaser.”

    5.      The
Note attached as Exhibit C* shall be revised as follows:

    a.           No
interest shall accrue until January 1, 2010, and quarterly installments shall
begin March 31, 2010.

    b.           The
reference in the definition of the “Balloon Demand Date” shall be revised from
December 31, 2008 to be December 31, 2011 and the Maturity Date shall be the
later of the Balloon Demand Date or December 31, 2015.

    6.      Except
as provided for above, all the terms and conditions of the Purchase Agreement
shall remain in full force and effect.  This amendment may be executed
in counterparts.  A facsimile signature shall be deemed an
original.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Asset
Purchase Agreement to be duly executed and delivered, all on and as of the date
first written above.

     

    
      
        
          
            
              	
                      PURCHASER:

                    	 
      	
                      SELLERS:

                    
	
                      WITS
      BASIN PRECIOUS MINERALS INC.

                      a
      Minnesota corporation

                    	 
      	
                      CENTRAL
      CITY CONSOLIDATED MINING CORP.

                      a
      Colorado corporation

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                        /s/ Stephen D. King

                    	 
      	
                      By:

                    	
                      /s/ George Otten

                    
	
                      Its:

                    	
                      CEO

                    	 
      	
                      Its:

                    	
                      President

                    	
                      1-28-08

                    
	 
      	 
      	 
      
	
                      COVENANTORS:

                    	 
      	
                      GEORGE
      OTTEN, a resident of Colorado

                    
	 	 	 
	 
      	 
      	
                      /s/ George Otten

                    	
                      1-28-08

                    
	 
      	 
      	  
      
	
                      HUNTER
      GOLD MINING CORP.

                      a
      British Columbia corporation

                    	 
      	
                      HUNTER
      GOLD MINING INC.

                      a
      Colorado corporation

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ George Otten

                    	 
      	
                      By:

                    	
                      /s/ George Otten

                    
	
                      Its:

                    	
                      President

                    	
                      1-28-08

                    	
                        

                    	
                      Its:

                    	
                      President

                    	
                      1-28-08

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    FORM
OF

    PROMISSORY
NOTE

     

    NON-RECOURSE
PROMISSORY NOTE

    


    
      	
              CDN
      $6,750,000.00

            	
              Minneapolis,
      Minnesota, USA

            
	 
      	
              ________
      ___, 2008

            


    

    


    1.           FOR
VALUE RECEIVED, the undersigned, WITS BASIN PRECIOUS MINERALS,
INC., a Minnesota corporation (hereinafter “Borrower”) whose address is
_________________________________________________, Minnesota  55____
promises to pay to the order of HUNTER GOLD MINING INC., a
Colorado corporation (“Holder”) whose address
is ___________________________________________________, ___________, the
principal sum of Six Million Seven Hundred Fifty Thousand and 00/100 Canadian
Dollars (CDN $6,750,000.00), in lawful money of Canada, together with interest
on the unpaid principal balance, at the interest rate as set forth below, in
installments as follows:

    


    (i)           Commencing
on October 1, 2007, and continuing on each January 1, April 1, July 1, and
October 1 thereafter (each, a “Payment Date”) until the Maturity Date (as
defined below), the Borrower shall pay a quarterly installment of accrued
interest only plus a Production Revenue Payment (as defined below), calculated
at the interest rate as set forth below.

    


    (ii)           On
the earlier of (i) fifth anniversary of the first Production Revenue Payment,
(ii) December 31, 2013, or (iii) the occurrence of the “Balloon Demand Date”, as
defined in Paragraph 4 below  (such earlier date is referred to herein
as the “Maturity Date”), the entire remaining principal balance together with
any unpaid accrued interest shall be due and payable.

    


    2.           From
the date hereof until June 30, 2007, no interest shall accrue on the unpaid
balance hereunder.  From July 1, 2007 until this Note is paid in full,
interest shall accrue on the unpaid balance hereunder at the rate of five
percent (5.00%) per annum.

    


    3.           In
addition to the interest payments due above, Borrower agrees that, on the first
Payment Date following the first Calendar Quarter (which is defined as any (i)
January 1 to March 31, (ii) April 1 to June 30, (iii) July 1 to September 30, or
(iv) October 1 to December 31, of any year) in which Borrower realizes Profit
(as defined below) in excess of US$100,000 in such Calendar Quarter from the
real estate commonly known as the “Hunter Gold Mine”, located in the
______________ County, Colorado, USA (the “Mine”), which was acquired by
Borrower from Holder on the date of this Note, and continuing on each Payment
Date thereafter until this Note is repaid in full, Borrower shall make principal
repayments hereunder (each a “Production Revenue Payment”), which payment(s)
shall equal the lesser of (i) CDN $325,000.00 or (ii) that amount equal to all
revenue received by Borrower from sales of minerals or mineral by-products from
the Mine, less all Borrower’s expenses, including interest expense but excluding
depreciation, distributions or dividends paid to shareholders of Borrower,
incurred in connection with such sales or the operation of the Mine for the
immediately preceding Calendar Quarter (any positive number from the formula
contained in this clause (ii) over a Calendar Quarter shall be defined as
“Profit”).

    


    
      
        
        

      

      
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    4.           Notwithstanding
anything contained in this Note to the contrary, the Holder may demand payment
in full and declare the outstanding balance due hereunder immediately due and
payable in the event that there has been no Calendar Quarter prior to December
31, 2008 in which Borrower has been obligated to make a Production Revenue
Payment hereunder.  The Balloon Demand Date is defined as that date
which is thirty (30) days after the last of the following:  (i) by
December 31, 2008, if there has been no Calendar Quarter in which Borrower has
been obligated to make a Production Revenue Payment hereunder, and (ii) Holder
has demanded from Borrower, in writing, payment in full of the outstanding
balance due hereunder and has declared such balance to be immediately due and
payable.

    


    5.           All
payments shall be made at the office of the Holder set forth above, or at such
other place as the Holder hereof may from time to time designate in
writing.

    


    6.           It
is hereby expressly agreed that should default be made in the payment of any
installment of principal, interest or other sums when due hereunder or any other
note or agreement between Borrower and Holder, and such default continues for
ninety (90) days after the date due, an “Event of Default” shall occur under the
Deed of Trust and Security Agreement (“Deed of Trust”) of even date herewith
securing this Note and covering property located in _____________ County,
Colorado, the whole sum of principal, accrued interest and other sums
outstanding hereunder shall, at the option of the Holder hereof, be fully
accelerated and become immediately due and payable, anything contained herein or
in any instrument now or hereafter securing this Note to the contrary
notwithstanding.  Said acceleration option and Default Rate shall
continue until all such defaults have been cured.  In the event of
such acceleration, the term “Maturity Date” shall be deemed to mean the date on
which this Note is due and payable as a result of such
acceleration.   Notwithstanding any other provision
of this Note to the contrary, it is agreed that the Borrower of this Note shall
have no personal liability for any default hereunder and that the sole recourse
in the event of any default hereunder shall be the Holder’s right to the
disposition and/or foreclosure of any personalty and/or realty securing this
Note. 

    


    7.           Borrower
may prepay a portion or the entire principal amount due hereunder at any time
without penalty, and such prepayment shall be applied as hereinabove
provided.

    


    8.           Borrower
consents to the personal jurisdiction of the state and federal courts located in
the State of Colorado in connection with any controversy related in any way to
this Note or any security or guaranty for this Note, waives any argument that
venue in such forums is not convenient, and agrees that any litigation initiated
by any of them against the Holder or any other holder of this Note relating in
any way to this Note or any security or guaranty for this Note shall be venued
in either the District Court of ___________ County, Colorado, or the United
States District Court for the District of Colorado.

     

    
      
        
        

      

      
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                      BORROWER:

                    
	
                      Wits
      Basin Precious Minerals, Inc.

                    
	 
      
	
                      By:

                    	
                       

                    
	
                      Its

                    	
                       

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    FORM
OF

    DEED
OF TRUST

     

    DEED
OF TRUST

     

    THIS SECURITY AGREEMENT (“Deed
of Trust”) is made as of the ______ day of ______________, 200_, between WITS
BASIN PRECIOUS MINERALS, INC., a Minnesota corporation (“Grantor”), whose
address _______________________________, and GEORGE OTTEN (“Trustee”), whose
address is _____________________________.

    


    WITNESSETH:

    


    WHEREAS, this Deed of Trust is
made by Grantor to secure and enforce the payment of the following note,
obligations, indebtedness and liabilities:  (a) a certain Promissory
Note of even date herewith in the principal amount of Six Million and 00/100
Canadian Dollars (CND $6,500,000.00) made by Grantor and payable to the order of
HUNTER GOLD MINING, INC., a Colorado corporation, at
___________________________________________________, with interest and payments,
all as provided therein, being due and payable in full on _____________, and all
modifications, renewals or extensions thereof (the “Note”) (said payee and all
subsequent holders of the Note or any part thereof or any interest therein or in
any of the Secured Indebtedness, as hereinafter defined, are hereinafter
collectively called the “Beneficiary”); and (b) all obligations of this Deed of
Trust or any other instruments (“Loan Documents”) executed by Grantor in favor
of Beneficiary now or hereafter evidencing or securing the above-described
indebtedness or any part thereof (collectively the “Secured
Indebtedness”).  The terms and provisions of the Note are incorporated
herein by this reference.

    


    In order to secure payment of the
Secured Indebtedness, Grantor does hereby grant, bargain, sell and convey unto
the Trustee, in trust forever, that certain property situate in the ___________
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”); and

    


    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 Note and all other instruments securing the payment of the Note do not
contravene any law, order, decree, rule or regulation to which Grantor is
subject; that the Note, this Deed of Trust and all other instruments securing
the payment of the Note 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          General
Covenants.

    


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

    


    1.1.2     Maintenance
of Mortgaged Property.  Grantor will cause the Mortgaged
Property to be operated in accordance with all applicable laws and rules,
regulations and orders promulgated by all duly constituted
authorities.  Grantor will allow the Beneficiary or its authorized
representative 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 or said
representative in whatever way necessary to make such inspection.

    


    
      
        
        

      

      
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    1.1.3     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.

    


    1.1.4     Condemnation.  Immediately
upon obtaining knowledge of the institution of any proceedings for the
condemnation of the Property or any portion thereof, or any other proceedings
arising out of injury or damage to the Property, or any portion thereof, Grantor
will notify the Beneficiary of the pendency of such proceedings and the time and
place of all settings, hearings, trials or other proceedings relating
thereto.  The Beneficiary may participate in any such proceedings, and
Grantor shall from time to time deliver to the Beneficiary all instruments
required by it to permit such participation.  Grantor shall, at its
expense, diligently prosecute any such proceedings.  All proceeds of
condemnation awards or proceeds of sale in lieu of condemnation with respect to
the Property and all judgments, decrees and awards for injury or damage to the
Property shall be paid to the Grantor and shall be applied to the repair,
restoration or replacement of the property condemned. In the event the proceeds
of the condemnation award (after deduction for reimbursements to the Beneficiary
or Trustee) are deemed inadequate, in the sole discretion of a licensed engineer
or architect hired by Grantor, to repair or restore any injury or damage arising
from such condemnation, Grantor shall pay said amount necessary for such repair,
restoration or replacement.  Determination by Grantor's licensed
engineer or architect of the amount required to be contributed by the Grantor
shall be deemed conclusive.  If (i) there exists an event of default
under the Note, this Deed of Trust, or the Loan Documents, the condemnation
proceeds shall be applied by Beneficiary to cure such default and the remainder
shall be paid to Grantor for the restoration or repair of the Property, or (ii)
Grantor and Beneficiary mutually agree, in which case the condemnation proceeds
shall be applied in payment of the Secured Indebtedness, either in whole or in
part (without a premium or penalty), in the inverse order of maturity, with the
remainder, if any, to be paid to Grantor.  Beneficiary shall send to
Grantor a notice of the balance of the Secured Indebtedness remaining, if any,
after the application of said funds.  Grantor shall not be obligated
to repair or rebuild the damaged portion of the Property.

    


    1.1.5     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 nor more often
than once in each calendar quarter, Grantor will make reports of operations in
such form as the Beneficiary prescribes, setting out full data as to the
revenues from the Property.


    
      
         


      

      
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        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)           The
failure of Grantor to make any installment of principal or interest due under
the Note within ninety (90) days from the date such payment is due;

      


       (b)           The
failure of Grantor to make any payment except for a payment described in
paragraph (a) hereof, within ninety (90) days of Beneficiary's notice of such
failure; or

      


       (c)           The
failure of Grantor to timely and properly observe, keep or perform any material
nonmonetary covenant, agreement, warranty or condition herein or of any Loan
Documents required to be observed, kept or performed, except that Grantor shall
have one hundred eighty (180) days from notice of such failure to cure such
default and if such default cannot be cured within one hundred eighty (180)
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 one year 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.  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 to
deduct from such rents all reasonable costs, expenses and liabilities of every
character incurred by the Beneficiary in collecting such rents and in managing,
operating, maintaining, protecting or preserving the Property and to apply the
remainder of such rents on the indebtedness secured hereby in such manner as the
Beneficiary may elect.  If necessary to obtain the possession provided
for above, the Beneficiary may invoke any and all legal remedies to dispossess
Grantor.

       

      
        
          
          

        

        
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      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 declare a violation of any of the covenants hereof and elect to advertise
the Mortgaged Property, Improvements and Rights 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 as
provided by applicable law.  The Trustee shall provide public notice
of such foreclosure sale as provided by applicable law.  The Trustee
shall sell and dispose of the Property, Improvements and Rights (en masse or in
separate parcels, as the Beneficiary 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, Improvements and Rights or any part thereof by,
through, from or under Grantor.  The Beneficiary may purchase the
Mortgaged Property, Improvements and Rights, or any part thereof, and may bid in
any part or all of the indebtedness secured hereby, and it shall not be
obligatory under the purchaser(s) at any such sale 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 and any improvements contained thereon, 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
as well as a deed of trust and, upon the occurrence of a default, may be
foreclosed, at the election of Beneficiary, as to any of the Property 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 Note
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.

       

      
        
          
          

        

        
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      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 without regard to the value of the Property or 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 the 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.  The
receiver, personally or through its agents or attorneys, may exclude Grantor and
its agents, servants and employees wholly from the Property and have, hold, use,
operate, manage and control the same and each and every part thereof, and keep
insured, the Property.  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 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.  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 Beneficiary to realize upon or enforce any
other security now or hereafter held by 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 by, through
or under Grantor are occupying or using the Property, 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.  In the event any tenant fails to surrender possession
of said Property upon the exercise of such option, the purchaser shall be
entitled to institute and maintain an action for forcible entry and
detainer.

       

      
        
          
          

        

        
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      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, 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, 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 Note or otherwise grant indulgences or modify the Note;
or (f) subordinate the lien hereof.

      


      3.3           Maximum
Interest.  Any provision contained herein, in the Note 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 Note
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 Note 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.

       

      
        
          
          

        

        
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      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 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 Note from the date of sale until paid.

      


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

      


      3.9           Grantor’s
Liability.  The Grantor’s liability is limited pursuant to the
terms of the Note. Notwithstanding any other provision of this Deed of Trust to
the contrary, it is agreed that the Grantor of this Deed of Trust shall have no
personal liability for any default hereunder and that the sole recourse in the
event of any default hereunder shall be the Beneficiary’s right to the
disposition and/or foreclosure of the Mortgaged Property.

      


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

      


      
        
          
            	
                    GRANTOR:

                  
	 
      
	
                    WITS
      BASIN PRECIOUS MINERALS INC.

                  
	 
      
	
                    By:

                  	 
      


          

        

      

       

      
        
          
          

        

        
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      STATE OF
MINNESOTA                     
       )

      ) ss.

      COUNTY OF
__________                      
     )

      


      The foregoing instrument was
acknowledged before me this ______ day of ________________, 200_, by
___________________, as _____________ of Wits Basin Precious Minerals, Inc., a
Minnesota corporation, on behalf of the corporation.

      


      
        
          
            	 
      
	
                    Notary
      Public

                  


          

        

      

       

      
        
          
          

        

        
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      EXHIBIT
A

      TO

      DEED
OF TRUST

      


      LEGAL
DESCRIPTION