EXHIBIT
      10.3

    


    AMENDMENT
      TO JOINT VENTURE AGREEMENT


    


    THIS
      AMENDMENT AGREEMENT
      (the
“Amendment Agreement”), is entered into as of this 31st
      day of
      October, 2007 (the “Effective Date”).

     

    BETWEEN:

     

    JOURNEY
      RESOURCES CORP.,
      a
      corporation existing under the laws of the Province of British Columbia and
      having an office at #1208 - 808 Nelson Street, Vancouver, British Columbia
      V6Z
      2H2 

     

    (hereinafter
      referred to as “Journey”)

     

    AND:

     

    MINERALES
      JAZZ S.A. DE C.V.,
      a
      corporation duly organized pursuant to the laws of Mexico and having an office
      at Avenida del Mar No. 1022 Oficina 5, Zona Costera, Mazatlan, Sin MEXICO
      82149

     

    (hereinafter
      referred to as “Jazz”, or together with Journey, the “Operator”)

     

    AND:

     

    WITS
      BASIN PRECIOUS MINERALS INC.,
      a
      corporation existing under the laws of the State of Minnesota and having an
      office at 900 IDS Center, 80 South 8th
      Street,
      Minneapolis, Minnesota 55402

     

    (hereinafter
      referred to as “Wits”)

     

    WHEREAS:
      

     

    (A)
      Journey,
      Jazz and Wits entered into an option agreement (the “Option Agreement”) dated
      June 28, 2006, among the Operator and Wits, the Operator granted to Wits an
      exclusive right and option to acquire up to an undivided 50% right, title and
      interest in and to certain mineral concessions situated in Guerrero State,
      Mexico (the “Property”); and

     

    (B) Subsequently,
      the Operator and Wits entered into a joint venture agreement dated December
      18,
      2006 (the “Joint Venture Agreement”) with respect to their interests in the
      Option Agreement and Property thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      AMENDMENT AGREEMENT WITNESSES that
      in
      consideration of the respective covenants and agreements set forth herein,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged by each party, the parties hereby agree to
      amend
      the Joint Venture Agreement as follows: 

     

    1. In
      this
      Amendment Agreement capitalized terms not otherwise defined herein shall have
      the meaning given to them in the Share Exchange Agreement.

    


    2.
      The
      Joint
      Venture Agreement be and is hereby amended as follows:

    


    Section
      3.1 of the Joint Venture Agreement shall hereby be deleted in its entirety
      and
      replaced by the following: 

     

    3.1
      In
      addition to making the payment to Journey as described in
      Section 5.1,
      Wits’ additional 25% Interest, for a total of a 50% interest, will be subject to
      the satisfaction of the following conditions:

     

    
      	
            	(a)	
              pursuant
                to the Underlying Agreement, on or before January 15, 2007, Wits
                will
                issue 500,000 fully paid, non-assessable shares of its common stock
                to
                Journey. Such shares will have piggy back rights and will be the
                subject
                of a registration statement with the SEC, within 60 days of issuance
                of
                same, or within such time as is reasonably practical and mutually
                agreed
                by the parties; and

            


    

     

    
      	
            	(b)	
              On
                or before October 31, 2007, Wits will issue
                a further 1,600,000 fully paid, non-assessable shares of its common
                stock
                to Journey. Such shares will have piggy back rights and will be the
                subject of a registration statement with the SEC, within ninety (90)
                days
                of issuance of same.

            


    

     

    2.
       Journey,
      Jazz and Wits hereby agree that this Amendment Agreement be entered into for
      the
      sole purpose of amending the above noted Section 3.1 of the Joint Venture
      Agreement and all
      other
      provisions of the Joint Venture Agreement shall remain in full force and effect.
      

     

    3. This
      Amendment Agreement shall be construed and interpreted in accordance with the
      laws in effect in British Columbia and the laws of Canada applicable therein.
      Any disputes shall be settled in accordance with the Commercial
      Arbitration Act
      (British
      Columbia).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5. This
      Amendment Agreement may be executed in any number of counterparts, each of
      which
      so signed shall be deemed to be an original and shall together constitute one
      and the same instrument. 

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Amendment Agreement
      effective as of the date first above written. 

     

     

    
      	
              JOURNEY
                RESOURCES CORP.

            
	 
	 
	
              By:
                /s/ Jatinder (Jack) Bal

            
	
              
                

                Name:
                  Jatinder (Jack) Bal

              

            
	
              Title:
                President & CEO

            
	 
	 
	
              MINERALES
                JAZZ S.A. DE C.V.

            
	 
	 
	
              By:
                /s/ Jatinder (Jack) Bal

            
	
              
                

                Name:
                  Jatinder (Jack) Bal

              

            
	
              Title:
                President & CEO

            
	 
	 
	
              WITS
                BASIN PRECIOUS MINERALS INC.

            
	 
	 
	
              By:
                /s/ Mark D Dacko

            
	
              
                

                Name:
                  Mark D Dacko

              

            
	
              Title:
                CFO