EXHIBIT 10.2

                                  SUPPLEMENT TO
                        WITS BASIN PRECIOUS MINERALS INC.
              SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

                       UNITS OF COMMON STOCK AND WARRANTS

Wits Basin Precious Minerals Inc.
520 Marquette Avenue, Suite 900
Minneapolis, MN   55402

Ladies and Gentlemen:

      This letter serves to supplement that certain  Subscription  Agreement and
Investment  Representation  between  Wits  Basin  Precious  Minerals  Inc.  (the
"Company") and the undersigned,  relating to the purchase of units consisting of
common stock and warrants of the Company (as heretofore amended or supplemented,
the "Subscription  Agreement").  Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed in the Subscription Agreement.

      1.    Amendment  of  Registration   Rights.   The   undersigned   investor
understands that in the event the Registration Statement (referred to in Section
10 of the Subscription Agreement, the "Registration  Statement") is not declared
effective by the United States  Securities and Exchange  Commission  (the "SEC")
within sixty (60) days following the  termination of the Offering by the Company
(following the final closing of the sale of the Units, the "Final Closing"), the
Company  shall be obligated to reduce the  exercise  price of the Warrants  from
$0.25 per share to $0.10 per share.

      2.    Change in Unit Size. The undersigned  investor  further  understands
that in the event the  Registration  Statement is not declared  effective by the
SEC within sixty (60) days  following  the Final  Closing of the Offering by the
Company,  the Company shall be obligated to promptly  issue the  undersigned  an
additional  warrant,  in form similar to the Warrants,  allowing the purchase of
one-half (1/2) of a share of Common Stock for each Unit purchased.

      The undersigned investor understands that, except as expressly modified by
this Supplement,  all other terms and provisions of the  Subscription  Agreement
remain in full force and effect.

Dated:_____________, 2004

__________________________________              ________________________________
Signature                                       Signature

__________________________________              ________________________________
Name Typed or Printed                           Name Typed or Printed


      ----------------------------ACCEPTANCE------------------------------

      On behalf of Wits Basin Precious Minerals Inc., the undersigned authorized
officer hereby accepts this Supplement to the Subscription Agreement.

Dated:__________________, 2004.

WITS BASIN PRECIOUS MINERALS INC.

By_____________________________________
  Name:________________________________
  Title:_______________________________