8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2007

WITS BASIN PRECIOUS MINERALS INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota (State or Other Jurisdiction of Incorporation) 1-12401 (Commission File Number) 84-1236619 (IRS Employer Identification No.)

80 South 8^th Street, Suite 900 Minneapolis, Minnesota (Address of Principal Executive Offices)   55402-8773 (Zip Code)

612.349.5277

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 19, 2007, Wits Basin Precious Minerals Inc. (the “Company”) entered into an employment agreement with William Green reflecting the terms of Mr. Green’s employment with the Company as President of Asia Operations. The term of the agreement is for a period of three years, and is terminable by either party with one year written notice. Under the agreement, Mr. Green is entitled to a base salary of $10,000 per month and standard benefits provided by the Company to its management team. Additionally, the Company has agreed to pay Mr. Green an advance of $10,000 and reimburse him for certain expenses in excess of such amount relating to his relocation to Hong Kong. The Company further issued Mr. Green a ten-year option to purchase 2,500,000 shares of the Company’s common stock at an exercise price of $0.43 per share, the fair market value of the Company’s common stock on the date of grant. The option shall vest in three installments as follows: (i) with respect to 1,000,000 shares at such time Mr. Green relocates to Hong Kong and establishes a home office for the Company in Hong Kong; (ii) with respect to an additional 500,000 shares on (A) the earlier of the first anniversary of the effective date or (B) the achievement of a milestone, as determined by the Board of Directors or (C) the termination of Executive's employment with the company; and (iii) with respect to the remaining 1,000,000 shares on the earlier of (A) the time the Company achieves certain performance criteria to be established by the Company’s board of directors or (B) the third anniversary of the option grant. The Company entered into a stock option agreement with Mr. Green dated February 19, 2007 memorializing the terms of the option grant and providing other standard option terms. The employment agreement further provides standard confidentiality and one-year non-competition and non-solicitation provisions. Mr. Green is a sibling of Andrew Green, a significant shareholder and creditor of the Company.

The foregoing is qualified in its entirety by reference to the employment agreement and the stock option agreement, which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K; and such exhibits are incorporated herein by reference

On February 23, 2007, in consideration of a $700,000 loan to the Company from Andrew Green, a significant shareholder of the Company, the Company issued a promissory note in the principal amount of $700,000 to Mr. Andrew Green. The promissory note has a maturity date of March 31, 2007, and bears interest at a rate of 6% per annum. Under the terms of the note, in the event the aggregate principal and interest due under the note is not paid on or before March 31, 2007, either the Company or Mr. Andrew Green may convert the remaining obligation under the note into the payment by Mr. Andrew Green of an exercise price relating to all or any portion of (i) outstanding warrants held by Mr. Andrew Green to purchase up to 3,550,000 shares of the Company’s common stock (the “Warrants”), and (ii) an outstanding right held by Mr. Andrew Green to purchase up to 3,000,000 shares of the Company’s common stock at a price per share of $0.20 (the “Right”). Under the terms of the note, and as additional consideration for the loan, the Company reduced the exercise price of the Warrants from $0.12 to $.09125 and extended the expiration date of the Right from March 31, 2007 to December 31, 2007.

The foregoing is qualified in its entirety by reference to the promissory note issued to Mr. Andrew Green, which is being filed as Exhibit 10.3 to this Current Report on Form 8-K; and such exhibit is incorporated herein by reference

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Document
10.1	Employment Agreement between the Company and William Green dated February 19, 2007
10.2	Stock Option Agreement between the Company and William Green dated February 19, 2007
10.3	Promissory Note dated February 23, 2007 issued in favor of Andrew Green.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wits Basin Precious Minerals Inc.
Date: February 23, 2007	By:	/s/ Mark D. Dacko
		Mark D. Dacko Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Document
10.1	Employment Agreement between the Company and William Green dated February 19, 2007
10.2	Stock Option Agreement between the Company and William Green dated February 19, 2007
10.3	Promissory Note dated February 23, 2007 issued in favor of Andrew Green.

EX-10.1

EXHIBT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and William B. Green (the “Executive”) is entered into as of the 19th day of February, 2007 (the “Effective Date”).

INTRODUCTION

A.The Company desires to employ Executive, and Executive desires to be employed by the Company, to serve as the Company’s President of Asia Operations pursuant to the terms and conditions of this Agreement.

AGREEMENT

Now, Therefore, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and Executive, each intending to be legally bound, hereby agree as follows:

1.Employment. Subject to all of the terms and conditions of this Agreement, the Company hereby agrees to employ Executive, and Executive hereby accepts such employment and agrees to serve the Company with undivided loyalty and to the best of his ability. Executive shall report to and take direction from the Company’s Board of Directors and Chief Executive Officer.

2.Term. Unless terminated earlier by either party with one year written notice of termination to the other party, Executive’s employment shall commence on the Effective Date and shall continue for a period of three years from the Effective Date (the “Term”).

3.Duties. The Executive shall serve as the Company’s President of Asia Operations and shall perform, subject to the direction of the Company’s Chief Executive Officer (the “CEO”) and Board of Directors (the “Board”), duties as may be from time to time directed by the CEO and Board. The Executive shall devote substantially all of his business time, attention and energies to the business and affairs of the Company and shall use his best efforts to advance the best interests of the Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the performance by the Executive of his duties hereunder or the Executive’s availability to perform such duties or that will adversely affect, or negatively reflect upon, the Company.

4.Compensation.

(a)Base Salary. In consideration for Executive’s services under this Agreement, the Company hereby agrees to pay Executive a base salary of $10,000 per month during the Term (the “Base Salary”).

(b)Benefits. During the Term, Executive shall be entitled to the employee benefits as provided by the Company to its management team. The Company reserves the right, in its sole discretion, to alter the terms of such benefits at any time and from time to time.

(c)Reimbursement. The Company shall provide Executive a $10,000 advance to be used toward reasonable out-of-pocket business expenses incurred by Executive (“Expenses”) on the Company’s behalf, and further agrees to reimburse Executive for such additional Expenses incurred during the Term that are in excess of such advance, including, without limitation Expenses relating to:

(i)Executive’s lap-top computer, phone, office and office equipment;

(ii)Leasing expenses (or equivalent reimbursement of reasonably monthly costs or payments incurred by Executive) relating to a vehicle;

(iii)Leasing expenses relating to housing, and housing related expenses, each as reasonably agreed by Executive and the Company, including, if applicable, Executive’s annual leasehold expenses relating to such housing; notwithstanding the foregoing, in the event the Company terminates Executive’s employment during the term of any annual leasehold, it hereby agrees to reimburse Executive for the remainder of such annual leasehold;

(iv)Reasonable expenses related to Executive’s relocation to and from Hong Kong, and within Asia as necessary in the determination of the Company, including reasonable expenses to establish residency in Hong Kong;

(v)Travel expenses between the United States and Asia, as necessary in the determination of the Company;

(vi)In addition to health insurance coverage as provided in Section 2(b) above, if reasonably available, equivalent international coverage; and

(vii)Cost of tax advice and preparation resulting from Executive’s compensation abroad pursuant to the terms of this Agreement, including costs of such advice resulting from residing in multiple overseas jurisdictions.

Notwithstanding the foregoing, Executive must properly account to the Company all such expenses in accordance with the rules and regulations of the Internal Revenue Service under the Internal Revenue Code of 1986, as amended, and in accordance with any standard policies of the Company relating to reimbursement of business expenses as such policies exist or may be implemented in the future.

(d)Stock Options. On the Effective Date, the Company shall grant Executive a stock option (the “Option”) to purchase 2,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price equal to $0.43 per share, the Fair Market Value (as defined below) of the Common Stock on the date of grant, such option to vest as follows, provided Executive remains an employee of the Company at the time of such vesting:

(i)The Option shall vest with respect to 1,000,000 shares at such time Executive relocatesto Hong Kong and establishes a home office in Hong Kong on behalf of the Company;

(ii)The Option shall vest with respect to 500,000 shares on the earlier of (i) the first anniversary of the Effective Date, (ii) the achievement of a milestone, as determined by the Board of Directors, or (iii) the termination of Executive's employment with the company; and

(iii)The Option shall vest with respect to the remaining 1,000,000 shares at the earlier of (i) such time the Company achieves certain performance criteria established by the Board of Directors, the achievement of which shall be determined by the Board of Directors, and (ii) the third anniversary of the Effective Date.

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Upon termination of Executive’s employment with the Company, for any reason or no reason, Executive’s rights to any portion of the Option that has not yet vested as of the date of such termination shall not vest and all of Executive’s rights to such unvested portion of the Option shall terminate. The Option shall have a term of 10 years from date of grant and the vested Options shall remain exercisable for 90 days from the date that the Executive is no longer an employee of the Company. In connection with such grant, the Executive shall enter into a stock option agreement which will memorialize the foregoing vesting schedule and other terms described in this Section 4(d) and provide additional standard option provisions. For purposes of this Agreement, “Fair Market Value” shall mean (a) if the Common Stock is traded on an exchange or is quoted on The Nasdaq Global Market, Nasdaq Capital Market or the OTC Bulletin Board, then the closing or last sale prices, respectively, reported for the date of grant; (b) if the Common Stock is traded in the over-the-counter market, then the average of the closing bid and asked prices reported on the date of grant; or (c) if the Common Stock is not publicly traded, the fair market value of such stock will be determined by the Board, acting in good faith utilizing customary business valuation criteria and methodologies (without discount for lack of marketability or minority interest).

5.Confidentiality. Except as specifically permitted by an authorized officer of the Company or by written Company policies, Executive will not, either during or after his employment by the Company, use Confidential Information (as defined below) for any purpose other than the business of the Company or disclose it to any person who is not also an executive of the Company unless authorized by the Board. When Executive’s employment with the Company ends, Executive will promptly deliver to the Company all records and any compositions, articles, devices, apparatuses and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in Executive’s possession, regardless of who prepared them and will promptly deliver any other property of the Company in Executive’s possession, whether or not Confidential Information. As used in this Section 5, “Confidential Information” means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary, including information known by Executive prior to the Effective Date. Any information that Executive reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether the Executive or others originated it and regardless of how the Executive obtained it).

6.Non-Solicitation and Non-Competition. Executive agrees that, during the Term and for a period of one (1) year beyond the Term, Executive will not, without the prior written consent of the Company, directly or indirectly, do or commit any of the following acts:

(a)Induce, entice, hire or attempt to hire, employ or otherwise contract with any employee or independent contractor of the Company; provided, that Executive may contract with independent contractors for matters that are not related to the business activities of the Company.

(b)Induce, or attempt to induce any employee or independent contractor of the Company to leave the employ or cease doing business with the Company.

(c)Induce, or attempt to induce, any customer, supplier, vendor or any other person to cease doing business with the Company.

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(d)Induce or attempt to induce any individual to violate any agreement with the Company.

Executive further agrees that, during the Term of this Agreement and for a period of one (1) year beyond the Term, he will not, without the prior written consent of the Company, directly or indirectly, render services, advice or assistance to any corporation, person, organization or other entity which engages in the mining business, or engage in any such activities in any capacity whatsoever, including, without limitation, as an employee, independent contractor, officer, director, manager, beneficial owner, partner, member or shareholder (other than being a shareholder of a corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, where the shareholder’s total holdings are less than three percent (3%)).

7.Dispute Resolution. Any dispute arising out of or related to Executive’s employment with the Company or this Agreement or any breach or alleged breach hereof shall be exclusively decided by binding arbitration before a single arbitrator in a mutually convenient location pursuant to and in accordance with the rules of the American Arbitration Association. The arbitrator shall have the power and authority to issue temporary and permanent awards of injunctive and equitable relief. Attorneys fees in each case shall be paid to the prevailing party by the non-prevailing party. Executive irrevocably waives Executive’s right, if any, to have any disputes between Executive and the Company arising out of or related to Executive’s employment with the Company or this Agreement decided in any jurisdiction or venue other than by binding arbitration pursuant to the terms hereof. The promises by the Company and Executive to arbitrate, which the parties agree can be a less expensive and quicker way to resolve disputes than litigating them in court or before other agencies or tribunals, constitutes adequate, reasonable and sufficient mutual consideration for the enforcement of this Agreement.

8.General Provisions.

(a)Successors and Assigns. This Agreement is binding on and inures to the benefit of the Company’s successors and assigns, all of which are included in the term the “Company” as it is used in this Agreement; provided, however, that the Company may assign this Agreement only in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of its assets or business.

(b)Amendment. This Agreement may be modified or amended only by a written agreement signed by both the Company and Executive.

(c)Governing Law. The laws of Minnesota will govern the validity, construction, and performance of this Agreement, without regard to any choice of law or conflict of law rules and regardless of the location of any arbitration under this Agreement.

(d)Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.

(e)No Waiver. No failure or delay by either the Company or Executive in exercising or enforcing any right or remedy under this Agreement will waive any provision of the Agreement. Nor will any single or partial exercise by either the Company or Executive of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.

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(f)Captions. The headings in this Agreement are for convenience only and shall not affect this Agreement’s interpretation.

(g)References. Except as otherwise required or indicated by the context, all references to Sections in this Agreement refer to Sections of this Agreement.

(h)Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement. In the case of any conflict between the terms of this Agreement and any other agreement, writing or understanding, this Agreement will control.

(i)Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be hand delivered or sent by registered or certified first class mail, postage prepaid, and shall be effective upon delivery if hand delivered, or three days after mailing if mailed to the addresses stated below. These addresses may be changed at any time by like notice:

If to the Company:	Wits Basin Precious Minerals Inc. 900 IDS Center, 80 South Eighth Street Minneapolis, MN 55402-8773
If to Executive:	William B. Green 4424 Carver Woods, Suite 102 Cincinnati, OH 45242 With a copy to Mr. Green at the office of the Company in Hong Kong, as applicable.

(j)Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement binding on all parties. Each party shall become bound by this Agreement immediately upon signing any counterpart, independently of the signature of any other party. In making proof of this Agreement, however, it will be necessary to produce only one copy signed by the party to be charged.

Signature Page Follows

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IN WITNESS WHEREOF, the undersigned Executive and the Company have executed this Agreement effective as of the Effective Date.

Wits Basin Precious Minerals Inc. a Minnesota corporation
By	/s/ Stephen D King
	Its: CEO

/s/ William B Green

William B. Green

Signature Page of Employment Agreement between

Wits Basin Precious Minerals Inc. and William Green

EX-10.2

EXHIBIT 10.2

Wits Basin Precious Minerals Inc.

Stock Option Agreement

(Non-Statutory)

This Stock Option Agreement is made and entered into as of the 19^th day of February, 2007, between William B. Green (“Optionee”) and Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”).

1.Grant of Option; Purchase Price. Subject to the terms and conditions herein set forth, and in consideration of Optionee’s agreement to serve as the Company’s President of Asia Operations, the Company hereby irrevocably grants to Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of 2,500,000 shares of common stock, $.01 par value, of the Company (the “Shares”), at a price per Share of $0.43 (the “Exercise Price”), which is equal to the fair market value of the Company’s common stock on the date of grant, as determined by the Board of Directors in its discretion.

2.Exercise and Vesting of Option. The Option shall be exercisable only to the extent that all, or any portion thereof, has vested in the Optionee. Except as provided herein in paragraph 2, the Options shall vest in Optionee as follows (the date of each such event is hereinafter referred to singularly as a “Vesting Date” and collectively as “Vesting Dates”):

(a)The Option shall vest with respect to 1,000,000 shares at such time Executive relocates to Hong Kong and establishes a home office in Hong Kong on behalf of the Company;

(b)The Option shall vest with respect to an additional 500,000 shares on the earlier of (i) the first anniversary of the Effective Date, (ii) the achievement of a milestone, as determined by the Board of Directors, or (iii) the termination of Executive's employment with the company; and

(c)The Option shall vest with respect to the remaining 1,000,000 shares at the earlier of (i) such time the Company achieves certain performance criteria established by the Company’s Board of Directors, with such achievement determined by the Board of Directors, each in its sole discretion, and (ii) the third anniversary of the date hereof.

Notwithstanding the foregoing, in the event of an acquisition of the Company through the sale of substantially all of the Company’s assets and the consequent discontinuance of its business, or through a merger, consolidation, exchange, reorganization, reclassification or extraordinary dividend resulting in shareholders of the Company immediately prior to the effective time of such transaction holding, immediately afterwards, less than 50% of the outstanding voting power of the resulting entity, or through a divestiture or liquidation of the Company (collectively referred to as a “Change in Control”), all or any portion of the Option remaining unvested hereunder shall become immediately exercisable, whether or not such portion of the Option had become exercisable prior to the Change in Control; provided that, the Company’s consummation of a merger or other transaction with Easyknit Enterprises Holdings Limited and/or its affiliates shall not constitute a Change in Control under the terms of this Agreement. The Company’s Board of Directors may restrict the rights of or the applicability of this Section 2 to the extent necessary to comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal Revenue Code or any other applicable law or regulation. This Option shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

3.Termination of Employment. In the event that the Optionee ceases to be employed by the Company, for any reason or no reason, with or without cause, prior to any Vesting Date, that part of the Option scheduled to vest on such Vesting Date, and all parts of the Option remaining unvested as of such Vesting Date, shall not vest and all of Optionee's rights to and under such non-vested parts of the Option shall terminate.

4.Term of Option. To the extent vested, and except as otherwise provided in this Agreement, the Option shall be exercisable for ten (10) years from the date hereof; provided, however, that in the event Optionee ceases to be employed by the Company, for any reason or no reason, with or without cause, Optionee or Optionee’s legal representative shall have ninety (90) days from the date of such termination of Optionee’s position as an employee to exercise any part of the Option vested pursuant to Section 2 of this Agreement. Upon the expiration of such ninety (90) day period, or, if earlier, upon the expiration date of the Option as set forth above, the Option shall terminate and become null and void.

5.Manner of Exercise. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in cash of the full Exercise Price of such Shares, in which event the Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Any such notice shall be deemed given when received by the Company pursuant to Section 10 hereof. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

If at the time of exercise of all or any portion of the Option, the Company determines that under applicable law and regulations it could be liable for the withholding of any federal or state tax upon exercise or with respect to a disposition of any Shares acquired upon exercise of the Option, the Company may withhold any portion of the Shares necessary, in its discretion, to satisfy the payment obligations.

6.Adjustment. In the event of any recapitalization, stock dividend, stock split, combination of shares or other such change in the Company’s common stock, the number of Shares subject to this Option shall be adjusted in proportion to the change in outstanding shares of common stock. In the event of any such adjustments, the Exercise Price of the Option and the shares of common stock issuable pursuant to the Option shall be adjusted as and to the extent appropriate, in the discretion of the Board of Directors, to provide Optionee the same relative rights before and after such adjustment.

7.Change of Control. In the event of a Change of Control (as defined in Section 2 hereof), the Board of Directors shall be authorized, in its sole discretion, to take any and all action it deems equitable under the circumstances, including but not limited to any one or more of the following:

(a)providing that the Option shall terminate and Option shall receive, in lieu of any Shares he would have been entitled to receive under the Option, such stock, securities or assets, including cash, as would have been paid to Optionee had he exercised the Option immediately prior to such Change of Control (with appropriate adjustment for the Exercise Price, if any);

(b)providing that Optionee shall receive, with respect to each Share issuable pursuant to any or all vested portions of this Option as of the effective date of any such Change of Control, at the determination of the Board of Directors, cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the fair market value of such Shares, as determined in the discretion of the Board of Directors, on a date within ten days prior to the effective date of such Change of Control over the Exercise Price or other amount owed by Optionee, if any, and that such Option shall be cancelled, including the cancellation without consideration of all options that have an Exercise Price below the per share value of the consideration received by the Company in the Change of Control transaction; or

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(c)providing that all or any unvested portion of this Option, as of the effective date of such Change in Control transaction, shall be void and deemed terminated, or, in the alternative, for the acceleration or waiver of any vesting provision of the Option.

The Company’s Board of Directors may restrict the rights of or the applicability of this Section 7 to the extent necessary to comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal Revenue Code or any other applicable law or regulation.

8.Rights of Option Holder. Optionee, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any part of the Option.

9.Transferability. No part of the Option may be transferred, pledged or assigned by Optionee (except, in the event of Optionee’s death, by will or the laws of descent and distribution), or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, and the Company shall not be required to recognize any attempted assignment of such rights by Optionee. Notwithstanding the preceding sentence, the Option (or any portion thereof) may be transferred by Optionee to Optionee’s spouse, children, grandchildren or parents (collectively, the “Family Members”), to trusts for the benefit of Family Members, to partnerships or limited liability companies in which Family Members are the only partners or shareholders, or to entities exempt from federal income taxation pursuant to Code Section 501(c)(3). During Optionee’s lifetime, the Option may be exercised only by him, by his guardian or legal representative or by the transferees as permitted by the preceding sentence.

10.Securities Law Matters. Optionee acknowledges that the Shares to be received by Optionee upon exercise of the Option may have not been registered under the Securities Act of 1933 or the Blue Sky laws of any state (collectively, the “Securities Acts”). If such Shares have not been so registered, Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by Optionee or to assist Optionee in complying with any exemption from such registration if Optionee should at a later date wish to dispose of the Shares. Optionee acknowledges that if not then registered under the Securities Acts, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability or any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

11.Optionee Representations. Optionee hereby represents and warrants that Optionee has reviewed with Optionee’s own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement. The Option, if exercised, will be exercised for investment and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

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12.Breach of Agreements. In the event that Optionee materially breaches the terms of any confidentiality, noncompete agreement or other agreement entered into with the Company or any affiliate thereof, whether such breach occurs before or after termination of Optionee’s employment with the Company, the Board of Directors in its discretion may immediately terminate all rights of Optionee under this Option without notice of any kind.

13.Notices. All notices and other communications provided in this Agreement will be in writing and will be deemed to have been duly given when received by the party to whom it is directed at the following addresses:

If to the Company:   Wits Basin Precious Minerals Inc. 900 IDS Center, 80 South Eighth Street Minneapolis, MN 55402-8773 Attn: Chief Executive Officer If to Optionee:   William B. Green 4424 Carver Woods, Suite 102 Cincinnati, OH 45242

14.General.

(a)The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement.

(b)Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement.

(c)Each party hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.

(d)This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

(e)This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Minnesota applicable to contracts executed and to be performed therein.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

OPTIONEE:	WITS BASIN PRECIOUS MINERALS INC.
/s/ William B Green	By:	/s/ Stephen D King
Name: William B. Green		By: Its: CEO

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EX-10.3

EXHIBIT 10.3

PROMISSORY NOTE

$700,000 February 23, 2007

FOR VALUE RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (the “Company”), hereby unconditionally promises to pay to Andrew Green, a resident of the State of Ohio, or his successors and assigns (the “Holder”) on or before March 31, 2007 (the “Maturity Date”), the principal sum of Seven Hundred Thousand Dollars ($700,000.00) (the “Principal”), together with accrued and unpaid interest thereon at a rate of six percent (6%) per annum, calculated on the basis of actual days elapsed in a year of 365 days.

Article 1

PAYMENTS

1.1Manner of Payment. All payments of Principal and interest on this Note, whether in cash or upon Optional Exercise of Derivative Securities (pursuant to the terms of Section 2.1 hereof), shall be made at such place as the Holder shall designate to the Company in writing. If any payment of Principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday or legal holiday in the State of Minnesota.

1.2Prepayment. This Note may be prepaid in cash or other immediately available funds, in whole or in part by the Company at any time and from time to time, without premium or penalty. At Holder’s option, any payments on this Note shall be applied first to pay Holder for all costs of collection of any kind, including reasonable attorneys’ fees and expenses, next to the payment of interest accrued through the date of payment, and thereafter to the payment of Principal.

Article 2

OPTIONAL EXERCISE OF DERIVATIVE SECURITIES IN PAYMENT

2.1Optional Exercise of Derivative Securities Upon Maturity. In the event the Principal and accrued interest under this Note is not paid in full on or prior to the Maturity Date, until such time that the this Note is satisfied in full, the applicable portion of the outstanding balance on this Note, including accrued and unpaid interest, as of the end of the day of the Maturity Date (the “Maturity Balance”) may, at the option of either the Company or Holder (the “Optional Exercise”), be converted into the payment of the aggregate exercise price relating to the “Derivative Securities”, such term to be defined herein as any or all, or a combination of (at the discretion of the party exercising the option, of the (i) outstanding warrants (“Warrants”) issued in the name of Holder to purchase an aggregate of 3,550,000 shares of the Company’s common stock, par value $.01 per share (“Common Stock”) at an original exercise price of $0.12 per share, but for which the parties hereby agree the exercise price shall be reduced from $0.12 per share to $.09125 per share, and (ii) outstanding rights of Holder to purchase up to 3,000,000 shares of the Common Stock at a purchase price per share of $0.20, as originally provided pursuant to that certain Amendment to Secured Convertible Promissory Note dated April 1, 2006 by and between Holder and the Company, the term of such right as extended to March 31, 2007 by that certain Standby Joint Venture Financing Agreement dated August 18, 2006 and as further extended by the terms of this Note to December 31, 2007. Upon the Optional Exercise, the Derivative Securities shall be deemed exercised in accordance with their respective terms. In the event, and to the extent, the Maturity Balance is greater than the aggregate exercise price of the Derivative Securities, the difference between such amounts shall be due and payable by the Company on the demand of Holder.

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2.2Mechanics and Effect of Optional Exercise. In the event either Holder or the Company shall elect an Optional Exercise, Holder shall, within a reasonable time, be required to physically surrender this Note and, if such election relates to the Warrants, any and all original certificates representing the Warrants to the Company; provided that, Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid Principal and interest of this Note, or, after the Maturity Date, the Maturity Balance (together with accrued and unpaid interest thereon), is satisfied in full. The Holder and the Company shall maintain records showing the outstanding Principal and interest under the Note and the Optional Exercises, if any, in a manner reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon any payment, in cash or pursuant to the Optional Exercise, in an amount that does not fully satisfy the obligations of the Company hereunder. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, and further subject to the limitation on transfer set forth herein, if any portion of this Note is paid in cash or by Optional Exercise, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal and any accrued and unpaid interest on this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following a payment or Optional Exercise of a portion of this Note, the unpaid Principal amount of this Note may be less than the amount stated on the face hereof.

Article 3

DEFAULT

3.1Default. The occurrence of any of the following events shall constitute a “Default” under this Note:

a.The Company’s failure to remit to Holder the Principal or interest hereof as the same becomes due hereunder;

b.The Company’s assignment for the benefit of creditors, or filing of a petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors;

c.The Company’s application for, or voluntary permission of, the appointment of a receiver of trustee for any or all Company property;

d.any action or proceeding described in the foregoing paragraphs b and c is commenced against the Company and such action or proceeding is not vacated within 60 days of its commencement; or

e.The Company’s dissolution or liquidation.

3.2Remedies Upon Default. Upon any Default:

a.Holder may without further notice declare the entire remaining Principal or Maturity Balance of this Note, together with all accrued and unpaid interest thereon, immediately due and payable; and Holder’s failure to declare the entire remaining Principal or Maturity Balance of this Note, together with all accrued and unpaid interest thereon, immediately due and payable shall not constitute a waiver by Holder of its right to so declare at any other time;

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b.Holder may employ an attorney to enforce its rights and remedies hereunder and Company hereby agrees to pay Holder’s reasonable attorneys’ fees and other reasonable expenses incurred by Holder in exercising any of Holder’s rights and remedies upon Default.

c.Holder’s rights and remedies provided hereunder shall be cumulative and may be pursued singly, successively or together in Holder’s sole discretion; and Holder’s failure to exercise any such right or remedy shall not be a waiver or release of such rights or remedies or the right to exercise any of them at another time.

Article 4

MISCELLANEOUS

4.1Transferability. Without the prior written consent of the Company, Holder is prohibited from transferring its right, title and interest in this Note.

4.2Waiver. The Company hereby waives presentment, demand, protest and notice of dishonor and protest. No waiver of any right or remedy of the Holder under this Note shall be valid unless in a writing executed by the Holder and any such waiver shall be effective only in the specific instance and for the specific purpose given. All rights and remedies of the Holder of this Note shall be cumulative and may be exercised singly, concurrently or successively

4.3Notices. Any notice required or permitted to be given hereunder shall be given by the Company to the Holder or the Holder to the Company in accordance with the Purchase Agreement.

4.4Severability. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

4.5Governing Law. This Note will be governed by the laws of the State of Minnesota without regard to conflicts of laws principles.

4.6Parties in Interest. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

4.7Section Headings. Construction. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the words “hereof” and “hereunder” and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

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IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first stated above.

WITS BASIN PRECIOUS MINERALS INC.
By:	/s/ Stephen D King
	Name:Stephen D King
	Title:CEO