AMENDMENT
      # 1 TO AGREEMENT AND 

    PLAN
      OF MERGER AND REORGANIZATION

    


    THIS
      AMENDMENT #1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this
“Amendment”)
      is
      executed as of May 21, 2007, by and among Easyknit Enterprises Holdings Limited,
      a company incorporated in Bermuda (“Parent”),
      Race
      Merger, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent
      (“Merger
      Sub”),
      and
      Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”).
      

    


    WHEREAS,
      the parties executed that certain Agreement and Plan of Merger and
      Reorganization (the “Merger
      Agreement”)
      on
      April 20, 2007; and 

    


    WHEREAS,
      the parties desire to amend the Merger Agreement as set forth herein.


    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, and intending to be legally bound hereby, Parent,
      Merger Sub and the Company hereby agree as follows:

    


    1.  Defined
      Terms.
      Capitalized terms used but not defined herein shall have the meanings assigned
      to such terms in the Merger Agreement.

    


    2.  Conversion
      of Securities.
      Section
      2.01(a) of the Merger Agreement is amended by replacing the second to last
      sentence and the remainder of Section 2.01(a) with the following: 

    


    “For
      the
      avoidance of doubt, the parties agree that the Merger Consideration shall
      consist of 33,452,863 Parent ADSs representing 3,345,286,315 newly issued Parent
      Ordinary Shares (as may be adjusted pursuant to Section 2.02(f)) representing
      46% of the Parent Ordinary Shares as of the Effective Time on a fully-diluted
      basis (upon giving effect to the Merger and the Share Issuance) and that the
      Merger Consideration will be allocated among all issued and outstanding shares
      of capital stock, options, warrants, convertible notes and other equity
      securities of the Company outstanding at the Effective Time, including any
      Company Shares that may be issued by the Company prior to the Effective Time.
      Such underlying Parent Ordinary Shares shall be in the same class and of the
      same ranking as currently outstanding Parent Ordinary Shares. The “Exchange
      Ratio”
shall
      equal a fraction, the numerator of which shall be 3,345,286,315 (as may be
      adjusted pursuant to Section 2.02(f)) and the denominator of which shall be
      the
      number of Company Shares issued and outstanding, on a fully-diluted basis
      (assuming conversion of all Company Warrants, Company Stock Options, Company
      Convertible Notes (including accrued and unpaid interest thereon), Company
      Additional Share and Warrant Obligations and any other security convertible
      into, or exchangeable for, capital stock of the Company), as of the Effective
      Time;” 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  Adjustments
      to Exchange Ratio.
      Section
      2.02(f) of the Merger Agreement is amended and restated to read as follows:
      

    


    “The
      Exchange Ratio and the number of Parent Ordinary Shares (whether represented
      by
      Parent ADRs or otherwise) to be issued as the Merger Consideration shall be
      adjusted to reflect appropriately the effect of any stock split, reverse stock
      split, stock dividend (including any dividend or distribution of securities
      convertible into Parent Ordinary Shares, Parent ADSs or Company Common Stock),
      extraordinary cash dividends, reorganization, recapitalization,
      reclassification, combination, exchange of shares or other like change with
      respect to Parent ADSs, Parent Ordinary Shares or Company Common Stock occurring
      on or after the date hereof and prior to the Effective Time.”

     

    4.  Additional
      Agreements.
      The
      Merger Agreement is amended by adding the following language at the end of
      Section 6.14(a)(ii)(G) and before Section 6.14(a)(iii):

    


    “(H)
      Foo
      Tak Ching, Independent Non-Executive Director, and”

    


    5.  Conditions
      to the Merger.
      Section
      7.01(e) of the Merger Agreement is deleted in its entirety and replaced with
      “[Intentionally Left Blank]”.

    


    6.  Termination
      Fee.
      Each of
      Section 8.03(b) and Section 8.03(c) is amended to replace the words “a fee of 3%
      of the aggregate Merger Consideration” with the words “a fee of US$30
      million.”

    


    7.  No
      Other Amendments.
      Except
      as specifically set forth herein, no amendments or modifications to the Merger
      Agreement are hereby effected, and the Merger Agreement shall remain in full
      force and effect.

    


    8.  Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of Minnesota applicable to contracts executed in and to be performed
      in that State (other than those provisions set forth herein that are required
      to
      be governed by the laws of Hong Kong).

    


    9.  Counterparts.
      This
      Amendment may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, and by the different parties hereto in separate
      counterparts, each of which when executed shall be deemed to be an original
      but
      all of which taken together shall constitute one and the same
      agreement.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement
      to be executed as of the date first written above by their respective officers
      thereunto duly authorized.

     

    
      	 	 	 
	 	
              EASYKNIT
                ENTERPRISES HOLDINGS LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/ Ricky
              Tse
              Wing Chiu
	 	
              

              
                Name:
                  Ricky Tse Wing Chiu

              

            
	 	Title:
              Chairman
              and CEO


    

    
       

      
        	 	 	 
	 	
                RACE
                  MERGER, INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ Kwong
                Jimmy Cheung Tim
	 	
                

                
                  Name:
                    Kwong
                    Jimmy Cheung Tim

                

              
	 	Title:
                


      

      
         

        
          	 	 	 
	 	
                  
                    WITS
                      BASIN PRECIOUS MINERALS
                      INC.

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Stephen
                  D. King
	 	
                  

                  
                    Name:
                      Stephen
                      D. King

                  

                
	 	Title:
                  Chief
                  Executive Officer