EXHIBIT
      10.1

     

    BILL
      OF SALE

     

    THIS
      INDENTURE made
      this
      19th day of September, 2007

     

    BETWEEN:

     

    ACTIVE
      HAWK MINERALS, LLC 

     

    (hereinafter
      called the "Seller")

     

    OF
      THE
      FIRST PART;

     

    -
      and
      -

     

    HAWK
      URANIUM INC.

     

    (hereinafter
      called the "Buyer")

     

    OF
      THE
      SECOND PART.

     

    WHEREAS
      the
      Seller is a wholly owned subsidiary of Wits Basin Precious Minerals
      Inc.

     

    AND
      WHEREAS the
      Buyer
      has agreed to purchase from the Seller all of the Seller’s rights and interests
      in and to the mining claims set out in Schedule "A" attached hereto, which
      interests include the "Black Sand Zone" (as such term is defined in the
Report
      on the Holdsworth Gold Prospect Wawa Area, Ontario for Hawk Junction Capital
      Corp.,
      dated
      October 2002 and authored by Seymour M. Sears, P.Geo) portion of said mining
      claims (the "Property");
      

     

    NOW
      THEREFORE WITNESSETH that
      in
      consideration of the cash payment by the Buyer to the Seller of Fifty Thousand
      Canadian Dollars ($50,000) and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged by each of the
      parties:

     

    
      	
            	1.	
              The
                Seller does hereby quit claim, sell, assign, transfer and set over
                to the
                Buyer, any and all of its rights and interests in and to the
                Property.

            


    

     

    
      	
            	2.	
              Notwithstanding
                anything in this Indenture, the Seller shall retain a 1% one percent
                (1%)
                Gross Gold Royalty ("GGR")
                in any gold extracted from the "Black Sand Zone" portion of the Property,
                calculated and payable in accordance with Schedule B hereto, to commence
                upon the Buyer receiving a Technical Report from a Qualified Person,
                as
                such capitalized terms are defined pursuant to National Instrument
                43-101
                Standards
                of Disclosure for Mineral Projects, confirming
                the existence of a Proven Mineral Reserve (as such term is defined
                under
                the Canadian Institute of Mining (CIM) Definition Standards on Mineral
                Resources and Mineral Reserves (as amended from time to time)) on
                the
                "Black Sand Zone" portion of the Property. The Buyer shall have the
                option
                (the "GGR
                Buyback Option"),
                at its discretion, to purchase up to a one half of one percent (1/2%)
                GGR
                for a purchase price of Five Hundred Thousand Dollars ($500,000)
                to be
                exercised in writing to the Seller. For purposes of greater clarity,
                the
                parties hereto agree that the Buyer's right under this Section 2
                to
                purchase the GGR (a) may be exercised all at once or in multiple
                increments and (b) is limited in that the Buyer may purchase no more
                than
                a one half of one (1/2) percent GGR, such that following the Buyer's
                purchase of such one half of one (1/2) percent, the Seller shall
                retain a
                one half of one percent (1/2%) GGR (such 1/2% retained GGR being
                the
                "Residual
                Royalty").
                The Seller grants to the Buyer a right of first refusal over any
                actual or
                proposed sale or other transfer of the Residual Royalty and agrees
                that no
                sale or other transfer of the Residual Royalty shall be agreed to
                or
                concluded unless the Seller first offers to sell or otherwise transfer
                such Residual Royalty to the Buyer for a price that is equal to or
                less
                than the price at which it is proposed to be, or actually is, sold
                to a
                third party. In addition, the Seller agrees that it may not sell
                or
                otherwise transfer that portion of the GGR that is subject to the
                GGR
                Buyback Option to any party without the written consent of the Buyer
                (which consent may be granted or withheld by the Buyer in its sole
                and
                absolute discretion). 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.	
              The
                Seller hereby represents and covenants that, since it acquired its
                interests in the "Black Sand Zone" portion of the Property pursuant
                to a
                Joint Venture and Joint Contribution Agreement dated June 26, 2003
                entered
                into by Active IQ Technologies, Inc., the Buyer and Hawk Precious
                Minerals
                USA, Inc., the Seller has not transferred such interests or otherwise
                subjected the Property to any liens, charges, encumbrances, or
                surface-rights restrictions whatsoever, and has not granted or agreed
                to
                grant to any party any rights to or in respect of the Property (whether
                by
                agreement or otherwise).

            


    

     

    
      	
            	4.	
              The
                Seller covenants and agrees with the Buyer that it will from time
                to time,
                and at the sole cost and expense of the Buyer, make, do and execute,
                all
                such reasonable further acts, deeds and assurances necessary or advisable
                for more effectually assigning and assuring to the Buyer the rights
                and
                interests of the Seller in and to the Property in the manner aforesaid
                and
                according to the true intent and meaning of this
                Indenture.

            


    

     

    
      	
            	5.	
              The
                closing of the purchase and sale of the Property may be subject to
                approval by the TSX Venture Exchange and the receipt of any other
                required
                regulatory approval if necessary.

            


    

     

    
      	
            	6.	
              This
                instrument shall enure to the benefit of and be binding upon the
                parties
                hereto and their respective successors and
                assigns.

            


    

     

    
      	
            	7.	
              This
                instrument may be executed 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.

            


    

     

    THE
      REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF the
      parties have hereunto set their hands and seals this 19th
      day of
September,
      2007.

     

    
      	 	 	 
	 	
              ACTIVE
                HAWK MINERALS, LLC.

            
	 
 	 
 	 
 
	
            	
              Per:  

            	
              /s/
                Mark D Dacko

            
	 	
              

              Name: Mark
                Dacko 
                Title: 

                
                  I/We
                    have the authority to bind the
                    corporation

                

              

            


    

     

    
      	 	 	 
	 	
              HAWK
                URANIUM INC.

            
	 
 	 
 	 
 
	
            	
              Per:  
                

            	
              s/s
                H Vance White

            
	 	
              

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

                

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    Claims
      List: Corbiere and Esquega Township, Ontario


     

    
      	
              ACR
                # 297

            	
               

            	
              ACR
                # 304

            	
               

            	
              ACR
                # 2639

            
	
              ACR
                # 298

            	
               

            	
              ACR
                # 305

            	
               

            	
              ACR
                # 2640

            
	
              ACR
                # 299

            	
               

            	
              ACR
                # 306 

            	
               

            	
              ACR
                # 2641

            
	
              ACR
                # 300

            	
               

            	
              ACR
                # 307

            	
               

            	
              SSM
                1054

            
	
              ACR
                # 301

            	
               

            	
              ACR
                #2636

            	
               

            	
              SSM
                1055

            
	
              ACR
                # 302 

            	
               

            	
              ACR
                # 2637

            	
               

            	
               

            
	
              ACR
                # 303

            	
               

            	
              ACR
                # 2638

            	
               

            	
               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        


        Schedule
          B

        


        GROSS
          GOLD ROYALTY

        


        
          	
                  1.

                	
                  The
                    GGR which may be payable to a party (the "Payee")
                    by a party (the "Payor")
                    shall be calculated and paid to the Payee in accordance with
                    the terms of
                    this Schedule.

                


        

        


        
          	2.	
                  The
                    GGR shall be calculated by multiplying the Gross Revenue by the
                    applicable
                    percentage payable in respect of the GGR.


                


        

        


        
          	3.	
                  "Gross
                    Revenue"
                    shall mean the aggregate of the following amounts received in
                    each of the
                    Payor's fiscal quarters:

                


        

        


        (a)
          all
          revenue received by or credited to the Payor in such fiscal quarter from
          arm’s
          length purchasers of gold products;

        


        (b)
          the
          fair market value (as determined in good faith by the Board of Directors
          of the
          Payor) of all gold products sold by the Payor in such fiscal
          quarter
          to
          persons not dealing at arm’s length with the Payor; and

        


        (c)
          any
          proceeds of insurance received by or credited to the Payor in such fiscal
          quarter
          due to
          losses or damages in respect to gold products.

        


        
          	
                  4.

                	
                  The
                    GGR shall be calculated and paid within 30 days after the end
                    of each of
                    the Payor's fiscal quarters. A statement setting forth calculations
                    in
                    sufficient detail to show how the payment was derived (the "Statement")
                    shall be submitted with the
                    payment.

                


        

        


        
          	
                  5.

                	
                  In
                    the event that final amounts required for calculation of the
                    GGR are not
                    available within the time period referred to in
                    paragraph 4 of this Schedule, then provisional amounts shall
                    be
                    established, the GGR shall be paid on the basis of such provisional
                    amounts and positive or negative adjustments shall be made to
                    the payment
                    in the succeeding fiscal quarter, as
                    necessary.

                


        

        


        All
          GGR
          payments shall be considered final and in full satisfaction of all obligations
          of the Payor with respect thereto, unless the Payee delivers to the Payor
          a
          written notice (the "Objection
          Notice")
          describing and setting forth a specific objection to the calculation thereof
          within 180 days after receipt by the Payee of the Statement. If the Payee
          objects to a particular Statement as herein provided, the Payee shall,
          for a
          period of 180 days after the Payor’s receipt of such Objection Notice, have the
          right, upon reasonable notice and at a reasonable time, to have the Payor’s
          accounts and records relating to the calculation of the GGR in question
          audited
          by the auditors of the Payee. If such audit determines that there has been
          a
          deficiency or an excess in the payment made to the Payee, such deficiency
          or
          excess will be resolved by adjusting the next GGR payment due hereunder.
          The
          Payee shall pay all the costs and expenses of such audit unless a deficiency
          of
          2-1/2% or more of the amount due is determined to exist. The Payor shall
          pay the
          costs and expenses of such audit if a deficiency of 2-1/2% or more of the
          amount
          due is determined to exist. All books and records used and kept by the
          Payor to
          calculate the GGR due hereunder shall be kept in accordance with Canadian
          generally accepted accounting principles. Failure on the part of the Payee
          to
          make claim against the Payor for adjustment in such 180-day period by delivery
          of an Objection Notice shall conclusively establish the correctness and
          sufficiency of the Statement and GGR payment for the applicable
          period.