EXHIBIT
      10.2

     

    TRANSFER
      AGREEMENT

     

    THIS
      INDENTURE made
      this
      1st
      day of
      October, 2007

     

    BETWEEN:

     

    WITS
      BASIN PRECIOUS MINERALS INC. 

    (hereinafter
      referred to as "Wits"
      or the
      "Seller")

     

    OF
      THE
      FIRST PART;

     

    -
      and
      -

     

    HAWK
      URANIUM INC. 

    (hereinafter
      referred to as "Hawk")

     

    and

     

    MacDONALD
      MINES EXPLORATION LTD.

    (hereinafter
      referred to as "MacDonald",
      and,
      together with Hawk, the "Buyers")

     

    OF
      THE
      SECOND PART.

     

    WHEREAS
      on
      November 30, 2006, the Seller and the Buyers entered into an Option and Joint
      Venture Agreement (the "Joint
      Venture Agreement"),
      pursuant to which Joint Venture Agreement MacDonald, Wits and Hawk (each, a
      "Party",
      and
      collectively, the "Parties")
      would
      each own a percentage interest in the Property and the Joint Venture, as such
      terms are defined therein; 

     

    AND
      WHEREAS pursuant
      to the Joint Venture Agreement,
      MacDonald
      owns a Participating Interest, as such term is defined therein, equal to
      fifty-one percent (51%), Wits owns a Participating Interest equal to twenty-four
      and one half of one percent (24.5%), and Hawk owns a Participating Interest
      equal to twenty-four and one half of one percent (24.5%); 

     

    AND
      WHEREAS
      the
      Seller and Buyers have agreed that the Parties' respective Participating
      Interests referred to in the above paragraph have not changed since the
      execution of the Joint Venture Agreement; 

     

    AND
      WHEREAS Section
      6.1 of the Joint
      Venture Agreement provides a right of first offer, pursuant to which Section
      6.1
      a Party wishing to transfer its Participating Interest must first offer its
      Interest to both of the other Parties; 

     

    AND
      WHEREAS the
      Parties have agreed to waive their rights under Section 6.1 of the Joint Venture
      Agreement; 

     

    AND
      WHEREAS the
      Parties have agreed that each of MacDonald and Hawk will purchase 50% of Wits'
      Participating Interest; such that after transfer to MacDonald and Hawk,
      MacDonald's Participating Interest shall be sixty three and a quarter of one
      percent (63.25%) and Hawk's Participating Interest shall be thirty six and
      three
      quarters of one percent (36.75%);  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE WITNESSETH that
      in
      consideration of the cash payment by the Buyers to the Seller of CDN$50,000.00
      and other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged by each of the Parties:

     

    
      	 	
              1.

            	
              The
                Seller does transfer, sell, assign, and set over to the Buyers, its
                Participating Interest in the Property and the Joint Venture, and
                any
                other interest under the Joint Venture Agreement, to the Buyers,
                such that
                MacDonald's Participating Interest shall be sixty three and a quarter
                of
                one percent (63.25%), Hawk's Participating Interest shall be thirty
                six
                and three quarters of one percent (36.75%), and Wits will no longer
                own
                any interest or right whatsoever in the Property and the Joint Venture
                or
                any other interest under the Joint Venture
                Agreement.

            


    

     

    
      	 	
              2.

            	
              The
                Parties hereby agree to waive their rights under Section 6.1 of the
                Joint
                Venture Agreement.

            


    

     

    
      	 	
              3.

            	
              The
                Seller hereby represents and covenants that it is the legal and beneficial
                owner of a twenty four and one half percent (24.5%) Participating
                Interest
                in the Property and Joint Venture free and clear of any liens, charges,
                and encumbrances, and has not granted or agreed to grant to any party
                any
                rights to or in respect of its Participating Interest (whether by
                agreement or otherwise).

            


    

     

    
      	 	
              4.

            	
              The
                Seller hereby represents, warrants and covenants
                that:

            


    

     

    
      	 	
              a.

            	
              it
                has the right to transfer, sell, assign, and set over its Participating
                Interest, free and clear of any encumbrances, except those created
                by the
                Joint Venture Agreement;

            


    

     

    
      	 	
              b.

            	
              it
                will from time to time, and at the sole cost and expense of the Buyers,
                make, do and execute, all such reasonable further acts, deeds and
                assurances necessary or advisable for more effectually assigning
                and
                assuring to the Buyers its Participating Interest in the manner aforesaid
                and according to the true intent and meaning of this
                indenture;

            


    

     

    
      	 	
              c.

            	
              it
                hereby waives any rights, whether created through the Joint Venture
                Agreement or otherwise, to any form of royalties from the Property
                and,
                pursuant to section 5 of the Joint Venture Agreement;
                and

            


    

     

    
      	 	
              d.

            	
              its
                Participating Interest in the Property shall be zero percent
                (0%).

            


    

     

    
      	 	
              5.

            	
              The
                Seller hereby waives any right it may have had or may have, pursuant
                to
                section 5.2 of the Joint Venture Agreement, to have either of the
                Buyers
                purchase its Participating Interest, or any portion
                thereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              All
                of the Parties waive any rights they may have had or may have, pursuant
                to
                section 6.1 of the Joint Venture Agreement, pertaining to notice
                requirements or notice periods for the sale of any interest in the
                Property provided for in this
                Agreement.

            


    

     

    
      	 	
              7.

            	
              The
                Parties hereby agree that, as of the effective date hereof, the Seller
                shall no longer be deemed to be a party to the Joint Venture created
                amongst the Parties to hold and manage the Property pursuant to section
                4.1 of the Joint Venture Agreement.

            


    

     

    
      	 	
              8.

            	
              The
                Parties hereby agree that as of the effective date hereof, the Joint
                Venture Agreement will be read as if originally executed by Hawk
                and
                McDonald and shall be interpreted in a manner that is consistent
                with the
                newly distributed Participating Interests of the Parties pursuant
                to the
                terms of this Agreement 

            


    

     

    
      	 	
              9.

            	
              The
                closing of the purchase and sale of the Participating Interest is
                contingent on the approval by the TSX Venture Exchange and the receipt
                of
                any other necessary regulatory approval.


            


    

     

    
      	 	
              10.

            	
              This
                instrument shall enure to the benefit of and be binding upon the
                parties
                hereto and their respective successors and
                assigns.

            


    

     

    
      	 	
              11.

            	
              This
                Agreement shall be construed according to and governed by the laws
                of the
                Province of Ontario,
                the federal laws of Canada applicable therein and,
                the courts of the Province of Ontario will have exclusive jurisdiction
                to
                hear and determine all disputes arising hereunder.
                

            


    

     

    
      	 	
              12.

            	
              This
                instrument may be executed by through original signatures or by facsimile
                and in any number of counterparts, each of which original or facsimile
                signatures shall be deemed to be an original, but all of which shall
                constitute one and the same
                instrument.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF the
      parties have hereunto set their hands and seals this 1st
      day of
      October,
      2007.

     

    
      	 	 	 
	 	
              WITS
                BASIN PRECIOUS MINERALS INC.

            
	 
 	 
 	 
 
	
            	
              Per:   

            	
              /s/
                Mark D Dacko

            
	 	
              

              Name: Mark
                D Dacko 
                Title: CFO
                  
                  I/We
                    have the authority to bind the
                    corporation

                

              

            


    

     

    
      	 	 	 
	 	
              HAWK
                URANIUM INC.

            
	 
 	 
 	 
 
	
            	Per:  	
              /s/
                H Vance White

            
	 	
              

              Name: H.
                Vance White 
                Title: CEO
                  
                  I/We
                    have the authority to bind the
                    corporation

                

              

            


    

     

    
      	 	 	 
	 	
              MacDONALD
                MINES EXPLORATION LTD.

            
	 
 	 
 	 
 
	
            	Per:  	/s/
              J
              Kirk McKinnon
	 	
              

              Name: Kirk
                McKinnon 
                Title: CEO
                  
                  I/We
                    have the authority to bind the corporation