PLEDGE
      AGREEMENT

     

    This
      PLEDGE AGREEMENT (this “Agreement”)
      made
      this 10th day of April, 2007, between Wits Basin Precious Minerals Inc., a
      Minnesota corporation (“Pledgor”),
      and
      China Gold, LLC, a Kansas limited liability company (the “Pledgee”).

     

    WITNESSETH:

     

    WHEREAS,
      the Pledgee and Pledgor have entered into a transaction pursuant to which the
      Pledgee may purchase one or more convertible secured promissory notes of Pledgor
      in an aggregate amount of up to $25,000,000 (collectively, the “Notes”);
      and

     

    WHEREAS,
      as partial security for Pledgor’s obligations under the Note, Pledgor has agreed
      to grant to Pledgee a security interest in 1,000 shares of common stock, par
      value $.01 per share, of Wits-China Acquisition Corp., a wholly owned subsidiary
      of Pledgor incorporated in the State of Minnesota (“Wits-China”),
      such
      shares constituting all of the outstanding shares of capital stock of
      Wits-China, and any other subsidiary thereof which holds assets relating to
      Properties (as defined in that certain Convertible Notes Purchase Agreement
      dated of even date herewith between Pledgor and Pledgee (the “Purchase
      Agreement”))
      (collectively, all shares of common stock of Wits-China and such other
      subsidiaries shall be referred to herein as the “Shares”).

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      promises set forth herein, and in consideration of other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

     

    1.  Pledgor
      hereby grants and pledges to Pledgee a security interest in all of Pledgor’s
      right, title and interest in and to the Shares, together with all distributions,
      additions, substitutions or replacements for any of the foregoing property
      and
      together with proceeds of any and all of the foregoing property, each whether
      now owned or hereafter acquired (the “Collateral”),
      as
      security solely for the payment and performance of Pledgor’s obligations to pay
      the principal and accrued interest, if any, due under the Note (the
“Secured
      Obligations”).

     

    2.  All
      certificates or instruments representing or evidencing the Collateral shall
      be
      promptly delivered by Pledgor to Pledgee pursuant thereto at Pledgee’s principal
      place of business, and shall be in a suitable form for transfer by delivery,
      or
      shall be accompanied by duly executed instruments of transfer or assignments
      in
      blank, all in the form and substance reasonably satisfactory to
      Pledgee.

     

    3.  Pledgee’s
      duty of care with respect to Collateral in its possession shall be deemed
      fulfilled if it exercises reasonable care in the physically safekeeping such
      Collateral or, in the case of Collateral in the custody or possession of a
      bailee or other third party, exercise reasonable care in the selection of the
      bailee or other third party, and Pledgee need not otherwise preserve, protect,
      insure or care for any Collateral. Pledgee shall have no liability or
      responsibility to any third party for any action taken or omitted with respect
      to the Collateral on the direction of any third party.

     

    4.  Pledgee,
      in the name of Pledgor or otherwise, after the occurrence and continuance of
      an
      Event of Default (as defined in Section 5 below), shall have the authority
      but
      shall not be obligated to exercise, any rights and remedies granted hereunder,
      all rights and remedies of a secured party under the Uniform Commercial Code
      or
      any other applicable law, including the right to receive all dividends or
      distributions with respect to, and to exercise all voting and other rights
      as a
      holder of, the Shares, and the right to offer and sell the Collateral. So long
      as no Event of Default shall have occurred and be continuing, Pledgor shall
      be
      entitled to receive all distributions and to exercise all voting rights with
      respect to the Shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.  As
      used
      herein, the term “Event
      of Default”
shall
      mean Pledgor’s failure to perform its material obligations under the Notes when
      due. 

     

    6.  If
      any
      notification of intended disposition of any of the Collateral is required by
      law, such notification shall be deemed reasonably and properly given if mailed
      at least 10 days before such disposition addressed to Pledgor at the following
      address: 

     

    80
      South
      Eighth Street, Suite 900

    Minneapolis,
      MN 55402-8773

    


    7.  No
      delay
      or failure by Pledgee in the exercise of any right or remedy shall constitute
      a
      waiver thereof, and no single or partial exercise by Pledgee of any right or
      remedy shall preclude other or further exercise thereof or the exercise of
      any
      other right or remedy.

     

    8.  Pledgor
      agrees that from time to time, at Pledgor’s expense, it will promptly execute
      and deliver, or cause to be delivered, all further instruments and documents,
      and take all further action that may reasonably necessary in order to perfect
      and protect any security interest granted or purported to be granted hereby
      or
      to enable Pledgee to exercise and enforce its rights and remedies hereunder
      with
      respect to the Collateral.

     

    9.  This
      Agreement shall take effect when signed by Pledgor and Pledgee.

     

    10.  Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and shall be delivered personally, or sent by facsimile transmission
      with telephone confirmation, or sent by certified, registered, or express mail,
      postage prepaid, and shall be deemed given when so delivered personally, or
      sent
      by facsimile transmission, or if mailed, three days after the date of mailing,
      as follows:

    
      
         

        
          If
            to
            Pledgor:         
  Wits
            Basin Precious Minerals Inc.

                                  
                      80 South Eighth Street,
            Suite 900

                                     
                   Minneapolis,
            MN 55402-8773

                                        
               Attention: Mark Dacko, Chief Financial Officer

                                         
              Facsimile: (612) 395-5276

        

      

      
        


        With
          a
          copy to:         Maslon
          Edelman Borman & Brand, LLP

                                          
          3300 Wells Fargo Center

                                          
          90 South Seventh Street

                                           Minneapolis,
          Minnesota 55402-4140

                             
                      
Attention: William Mower, Esq.

                                          
          Facsimile: (612) 642-8358

        


        If
          to
          Pledgee:            China
          Gold, LLC

                                           7300
          College Blvd., Suite 303

                                          
          Overland Park, KS 66210

                                           Attn:
          C. Andrew Martin, Managing Partner

                                           Facsimile:
          (913) 339-6086

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

                          With
        a copy to:        William
        M. Schutte

      
                                          
          Polsinelli Shalton Flanigan Suelthaus PC

                                   6201
          College Blvd., Suite
          500

                                   Facsimile:
          (913)
          451-6205

      

    

    


    11.  This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which shall constitute one
      agreement. 

     

    12.  This
      Agreement shall be governed by the laws of the State of Kansas and, unless
      the
      context otherwise requires, all terms used herein which are defined in Articles
      1 and 9 of the Uniform Commercial Code, as in effect in such state, shall have
      the meanings therein stated. If any provision or application of this Agreement
      is held unlawful or unenforceable in any respect, such illegality or
      unenforceability shall not affect any other provisions or applications which
      can
      be given effect and this Agreement shall be construed as if the unlawful or
      unenforceable application had never been contained herein or prescribed hereby.
      All representations and warranties contained in this Agreement shall survive
      the
      execution, delivery and performance of this Agreement and in the creation and
      payment of the Secured Obligations.

     

    Signature
      Page Follows

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    
      	 	 	 
	 	PLEDGOR:
	 	 
	 	
              Wits
                Basin Precious Minerals inc.

              a
                Minnesota Corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Mark D. Dacko
              
	 	
              
Its  
Chief
              Financial Officer
	 	
              
                

              

            


    

    
      	 	 	 
	 	PLEDGEE:
	 	 
	 	
              
                China
                  Gold, LLC

                a
                  Kansas limited liability company

              

            
	 
 	 
 	 
 
	 	By:  	Cory
              Lagerstrom
	 	
              
Cory
              Lagerstrom
	 	
              Manager
                of Pioneer Holdings, LLC

              
                Manager
                  of Pledgee

              

            


    

     

    
      
        
        

      

      
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