Exhibit
      10.5

     

    CONSULTING
      AGREEMENT

     

    This
      consulting agreement is entered into as of April 13, 2007 (the “Effective
      Date”),
      by
      and between Boston Financial Partners, Inc. (“Consultant”),
      and
      Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”).

     

    WHEREAS,
      the Company and Consultant wish to enter into an agreement whereby Consultant
      will provide the Company strategic merger, acquisition and corporate advice
      on a
      consulting basis.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties agree as follows:

     

    1. Consulting
      Services.
      During
      the term of this agreement, Consultant shall from time to time perform
      consulting services to provide the Company strategic merger, acquisition and
      corporate advice, as well as other consulting services which may in the future
      be mutually agreed upon by the Company and Consultant. The Company and
      Consultant hereby acknowledge and agree that: (i) Consultant is not a “broker”
or “dealer” as defined under any applicable federal and/or state securities
      laws; (ii) Consultant shall not engage in any acts for which it is required
      to
      be a broker-dealer; (iii) Consultant may introduce potential investors to the
      Company, but shall not engage in any sales efforts in connection with any
      investment by any person or entity in the Company; (iv) Consultant shall not
      participate in any negotiation of the terms of any such investment; and (v)
      Consultant shall not give any advice to anyone regarding the valuation of,
      potential return on, or the terms of any investment in, any securities of the
      Company, except as authorized by the Company. 

     

    2. Compensation.
      In
      consideration of the services to be rendered by Consultant hereunder, the
      Company shall pay Consultant $100,000 in the aggregate payable as the services
      are invoiced by the Consultant to the Company (the “Consulting
      Fee”).
      The
      Company and Consultant shall mutually agree on the portion of the Consulting
      Fee
      due under each respective invoice provided by Consultant to the Company. The
      Company shall pay Consultant on or before the thirtieth day following the
      Company’s receipt of Consultant’s invoice that has been mutually agreed upon by
      the Company and Consultant. Consultant shall be responsible for any and all
      expenses incurred and paid by Consultant in connection with providing the
      consulting services to the Company hereunder.

     

    3. Term;
      Termination.
      Unless
      terminated earlier by either party for any reason, or no reason, with ten (10)
      days’ prior written notice to the other party, the term of this Agreement shall
      be for a period of six months from the Effective Date. 

     

    4. Confidentiality
      Obligations.
      As a
      condition to Consultant’s continuing relationship with the Company as a
      consultant, Consultant understands and agrees as follows:

     

    (a) Consultant
      hereby acknowledges that he may have received, or may receive in the future,
      certain confidential or non-public information from the Company concerning
      the
      Company (collectively, the “Confidential
      Information”).
      Confidential Information also includes all reports, analyses, notes or other
      information that are based on, contain or reflect any evaluation material.
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Consultant
      shall use the Confidential Information solely for the purpose of performing
      the
      services required to be performed by Consultant hereunder. Consultant, and
      any
      representatives and agents of Consultant, shall keep all Confidential
      Information confidential by Consultant, and shall not disclose any Confidential
      Information without the prior written consent of the Company; provided, however,
      that any of such information may be disclosed to Consultant’s representatives or
      agents who need to know such information for the purpose of performing such
      services required to be performed hereunder (it being understood that Consultant
      shall inform such representatives and agents of the confidential nature of
      the
      Confidential Information and shall direct such representatives and agents to
      treat such information confidentially). Consultant shall be responsible for
      any
      breach of this agreement by his representatives or agents. 

     

    (c) Following
      the completion of his engagement by the Company, Consultant and any
      representatives or agents of Consultant shall promptly return any Confidential
      Information in their respective possessions to the Company, without retaining
      any copy thereof, and destroy all analyses, compilations, studies or other
      documents prepared by or for internal use which reflect, contain or embody
      Confidential Information.

     

    (d) Consultant
      acknowledges and agrees that a violation of the terms of this agreement would
      cause irreparable harm to the Company, and that the Company’s remedy at law for
      any such violation would be inadequate. In recognition of the foregoing,
      Consultant agrees that, in addition to any other relief afforded by law,
      including damages sustained by a breach of this agreement and without any
      necessity of proof of actual damage, the Company shall have the right to enforce
      this agreement by specific remedies, which shall include, among other things,
      temporary and permanent injunctions, it being the understanding of Consultant
      and the Company that both damages and injunctions shall be proper modes of
      relief and are not to be considered as alternative remedies.

     

    (e) For
      the
      purposes of this agreement, the definition of “Confidential Information” shall
      not include information which (A) had been made previously available to the
      public by the Company; (B) is or becomes generally available to the public,
      unless the information being made available to the public results in a breach
      of
      this Agreement; (C) prior to disclosure to Consultant or Consultant’s
      representatives or agents, was already rightfully in any such person’s
      possession without any requirement of confidentiality or (D) is obtained by
      Consultant or Consultant’s representatives or agents from a third party who is
      lawfully in possession of such information, and not in violation of any
      contractual, legal or fiduciary obligation to the Company, with respect to
      such
      information and who does not require Consultant to refrain from disclosing
      such
      information to others.

     

    (f) Consultant
      acknowledges and agrees that the obligations under this Section 4 shall survive
      indefinitely, notwithstanding the termination of this agreement.

     

    5. Status
      of Consultant as Independent Contractor.

     

    (a) Using
      his
      best efforts, Consultant shall devote such time to the performance of the
      services described in this agreement as may be necessary to satisfactorily
      complete the such services.

     

    (b) Consultant
      shall be an independent contractor in the performance of this agreement, and
      shall not be deemed an employee of the Company for any purpose whatsoever.
      Neither Consultant nor any employees of Consultant shall participate in any
      benefit programs for the Company employees, including without limitation health
      benefits, life insurance, pension or profit sharing plans and paid vacation
      and
      sick leave. Consultant shall be solely responsible for the payment of his income
      taxes as required by any and all government agencies with respect to
      compensation paid to Consultant by the Company, and shall comply with all
      regulations therefrom.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Consultant
      shall have no power to act as an agent of the Company or bind the Company in
      any
      respect.

     

    6. Miscellaneous.

     

    (a) Entire
      Agreement.
      This
      agreement sets forth the entire agreement of the parties with respect to the
      subject matter hereof, and supersedes all prior agreements. This agreement
      may
      not be amended or modified in any manner except by an instrument in writing
      signed by the parties.

     

    (b) Severability.
      The
      invalidity or unenforceability of one or more provisions of this agreement
      shall
      not affect the validity or enforceability of any of the other provisions, and
      this agreement shall be construed as if such invalid or unenforceable provisions
      were omitted. If any provision is unenforceable because it is overbroad, the
      parties agree that such provision shall be limited to the extent necessary
      to
      make it enforceable, it being the intent of the parties that provisions of
      this
      agreement be enforced to the maximum extent possible.

     

    (c) Construction.
      This
      agreement shall be deemed to have been entered into in, and shall be construed
      and enforced in accordance with the laws of, the State of
      Minnesota.

     

    (d) Waivers.
      The
      failure of any party to insist, in any one or more instances, upon the
      performance of any of the terms or conditions of this agreement or to exercise
      any right, shall not be construed as a waiver of the future performance of
      any
      such term or condition or the future exercise of such right.

     

    (e) Notices.
      Any
      notice to be given shall be sufficiently given when received, and, if mailed,
      shall be deemed received three (3) business days after the date of mailing
      if
      sent by certified mail, postage prepaid, to the address of the party set forth
      below (or to such other address as the party shall designate by written
      notice).

     

    
      	
              If
                to the Company, to:

            	
              Wits
                Basin Precious Minerals Inc.

              900
                IDS Center

              80
                South 8th
                Street

              Minneapolis,
                MN 55402-8773 

              Attention:
                Chief Financial Officer

            
	 	 
	
              If
                to Consultant, to:

            	
              Boston
                Financial Partners, Inc.

              8
                Essex Center Drive, 2nd
                Floor

              Peabody,
                MA 01960

              Attention:
                Thomas Brazil

            


    

    


    (f) Assignment.
      Consultant may not assign or subcontract his rights or obligations under this
      agreement without the prior written consent of the Company. The Company may
      assign its rights to any affiliated entity.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have signed this Consulting Agreement as of
      the
      Effective Date.

     

    
      	
              WITS
                BASIN PRECIOUS MINERALS INC.

            	 	 	
              CONSULTANT:

            
	 	 	 	 
	 	 	 	 
	By  
/s/
              Mark D. Dacko	 	
               By 

            	    /s/ Thomas
              Brazil
	
              
                
Mark
                Dacko, Chief Financial Officer

            	 	 	
              
                
Thomas
                Brazil, Boston Financial Partners, Inc.

            
	 	 	 	 


    

    


     

    Consulting
      Agreement - Signature Page