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): May 29, 2008

WITS BASIN PRECIOUS MINERALS INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)

1-12401	84-1236619
(Commission File Number)	(IRS Employer Identification No.)

900 IDS Center, 80 South Eighth Street

Minneapolis, MN 55402-8773

(Address of principal executive offices) (Zip Code)

(612) 349-5277

(Registrant’s telephone number, including area code)

N/A

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2008, Wits Basin Precious Minerals Inc., (the “Company”) entered into an employment agreement (the “Employment Agreement”) with its Chief Executive Officer, Stephen D. King. The term of the Employment Agreement is for a period of three years, with automatic one-year renewals, subject to either party’s right to terminate upon 30-day written notice. Pursuant to the Employment Agreement, Mr. King is entitled to a base salary of $5,000 per month, and is eligible for an annual bonus at the discretion of the Company’s compensation committee. Mr. King is further entitled to up to $75,000 annually in lieu of any employee benefits, such amount to be payable in monthly installments and to be used by Mr. King in his discretion. In the event Mr. King is terminated by the Company for any reason other than death or for “Cause” (as defined in the Employment Agreement), he will be entitled to receive his accrued and unpaid compensation to the time of the termination plus: (i) in the event the termination occurs prior to the first anniversary of the agreement, $56,250 in cash; (ii) in the event the termination occurs on or after the first anniversary of the agreement but prior to the second anniversary, $112,500 in cash; (iii) in the event the termination occurs on or after the second anniversary of the agreement but prior to the third anniversary, $168,750 in cash; or (iv) in the event the termination occurs on or after the third anniversary of this agreement, $225,000 in cash. The Employment Agreement includes standard confidentiality provisions, as well as a non-competition and non-solicitation provision that runs for three months in the event his employment with the Company is terminated prior to the first anniversary of the agreement, and increases by a period of three months for each additional year of service under the agreement to a maximum of one year in the event the agreement is terminated on or following the three-year anniversary of the agreement.

Pursuant to the Employment Agreement, the Company and Mr. King also entered into a Stock Option Agreement (the “Option Agreement”), whereby the Company issued Mr. King a ten-year option to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The option shall vest in three equal annual installments commencing on the first anniversary of the date of grant. The vesting of the option shall accelerate (i) at such time the closing price of the Company’s common stock (as quoted on the OTCBB or an exchange) remains at or above $1.00 per share for 30 trading days, (ii) upon Mr. King’s death, (iii) upon the occurrence of a change of control or (iv) upon the Company’s termination of Mr. King’s employment for any reason other than Cause. Effective May 29, 2008, Mr. King transferred the Option Agreement into the name of his spouse, Deborah King.

In consideration of the parties’ entry into the Employment Agreement, on May 29, 2008, the Company entered into an Amended and Restated Stock Option Agreement (the “Amended Option Agreement”) with Deborah King, Mr. King’s spouse, amending the terms of an option agreement originally entered into with Mr. King dated March 9, 2007 (the “Original Option”) but subsequently transferred to his spouse on March 12, 2007. The Amended Option Agreement amends the terms of the option to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $1.02 per share to change the vesting schedule to provide for vesting in three equal annual installments commencing March 9, 2008. Additionally, the Amended Option Agreement provides that the vesting of the option shall accelerate (i) at such time the closing price of the Company’s common stock (as quoted on the OTCBB or an exchange) remains at or above $1.00 per share for 30 trading days, (ii) upon Mr. King’s death, (iii) upon the occurrence of a change of control or (iv) upon the Company’s termination of Mr. King’s employment for any reason other than Cause. The Original Option was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 15, 2007.

A copy of the Employment Agreement, Option Agreement and Amended Option Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Employment Agreement between the Company and Stephen D. King dated May 29, 2008
10.2	Stock Option Agreement between the Company and Stephen D. King dated May 29, 2008
10.3	Amended and Restated Stock Option Agreement between the Company and Deborah King dated May 29, 2008

SIGNATURE

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

	WITS BASIN PRECIOUS MINERALS INC.
Date: June 4, 2008	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

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EXHIBIT INDEX

10.1	Employment Agreement between the Company and Stephen D. King dated May 29, 2008
10.2	Stock Option Agreement between the Company and Stephen D. King dated May 29, 2008
10.3	Amended and Restated Stock Option Agreement between the Company and Deborah King dated May 29, 2008

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EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement, between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and Stephen D. King (the “Executive”) is entered into as of May 29, 2008 (the “Effective Date”).

INTRODUCTION

A.The Company desires to continue employing Executive, and Executive desires to continue being employed by the Company as the Company’s Chief Executive Officer pursuant to the terms of this Agreement.

AGREEMENT

Now, Therefore, the parties hereby agree as follows:

1.Employment. Subject to all of the terms 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.

2.Term. Unless terminated earlier by either party with 30-day 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 “Initial Term”). Notwithstanding the foregoing, Executive understands that nothing in this agreement is intended to modify Executive’s at-will employment with the Company and the Company makes no guarantee, or express or implied contract, of definite or continued employment with the Company. This agreement will renew automatically for one or more additional one year periods (each, an “Additional Term” and, together with the Initial Term, the “Term”) unless terminated at any time by either party upon 30-day written notice.

3.Duties. The Executive shall serve as the Company’s Chief Executive Officer and shall perform, subject to the direction of the Company’s Directors (the “Board”), duties as may be from time to time directed by 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 $5,000 per month during the Term (the “Base Salary”).

(b)Benefits. During the Term, Executive shall be entitled to up to $75,000 annually in lieu of any employee benefits (the “BenefitAllowance”). The Benefit Allowance will be payable monthly and Executive may use the Benefit Allowance in his discretion.

(c)Reimbursement. The Company shall reimburse Executive for reasonable out-of-pocket business expenses incurred by Executive (“Expenses”) on the Company’s behalf. 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)Bonus. At the sole discretion of the Compensation Committee of the Board, Executive may receive an annual bonus based upon his performance on behalf of the Company during any calendar year payable within 90 days following the end of such calendar year.

(e)Stock Options. On the Effective Date, the Company shall grant Executive a stock option (the “Option”) to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the common stock on the date of grant. The other terms of the Option are set forth in the stock option agreement between the Company and Executive on the date hereof (the “Stock Option Agreement”).

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 time (the “Restricted Period”, as determined below) following the termination of Executive’s employment with the Company for any or no reason, 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.

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

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Executive further agrees that, during the Term and the Restricted Period, 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, as an employee, independent contractor, officer, director, manager, beneficial owner, partner, member 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%)). The covenants and provisions set forth in Section 5 and Section 6 of this Agreement will survive the termination of this Agreement. If Executive’s employment with the Company is terminated within one (1) year of the Effective Date, then the Restricted Period is three (3) months. If Executive’s employment with the Company is terminated on or following the one (1) year anniversary of the Effective Date, but prior to the two (2) year anniversary of the Effective Date, then the Restricted Period is six (6) months. If Executive’s employment with the Company is terminated on or following the two (2) year anniversary of the Effective Date, but prior to the three (3) year anniversary of the Effective Date, then the Restricted Period is nine (9) months. If Executive’s employment with the Company is terminated on or following the three (3) year anniversary of the Effective Date, then the Restricted Period is one (1) year.

7.Termination For Cause. Notwithstanding any provision of this Agreement to the contrary, Executive’s employment hereunder shall be terminated upon Executive’s death and may also be terminated by written notice to Executive from the Board for Cause, effective upon the date of delivery of such notice. Any of the following actions by Executive shall constitute “Cause”:

(a)Executive’s commission of embezzlement, theft or other dishonest or fraudulent acts of a material nature;

(b)Material misconduct by Executive in respect of the duties or obligations of Executive under this agreement, including, without limitation, insubordination with respect to directions received by Executive from the Board;

(c)Executive’s conviction of any felony or a misdemeanor involving a crime of moral turpitude (including entry of a nolo contendere plea);

(d)Executive’s willful malfeasance or gross negligence which has a material adverse effect on the Company or its business or any affiliate of the Company, including, but not limited to, any officer, director, Executive or shareholder of the Company, provided that the Company gives notice thereof identifying the conduct alleged and, if such action is capable of cure, gives Executive 10 business days to cure;

(e)Persistent inattention or failure by Executive to discharge his duties and responsibilities due to alcohol or drug abuse, provided that the Company gives notice thereof identifying the conduct alleged, and, if such action is capable of cure, gives Executive 10 business days to cure;

(f)A material breach by Executive of any provision of this agreement that is not cured by Executive within 10 business days after written notice thereof is given to Executive by the Company.

Any determination of Cause will be made by the Board. With respect to any such determination, the Board will act fairly and in good faith and will give Executive and his counsel an opportunity to appear and be heard at a meeting with the Board and present evidence on Executive’s behalf.

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8.Compensation Following Termination. If Executive’s employment is terminated within one year of the Effective Date by the Company for any reason other than because of Executive’s death or for Cause, then the Company (or its successor, as applicable) shall pay Executive his accrued compensation through the date of such termination and pay to Executive $56,250 in cash (subject to applicable withholdings) to be paid as directed by Executive. If Executive’s employment is terminated on or following the one year anniversary of the Effective Date, but prior to the two year anniversary of the Effective Date by the Company for any reason other than because of Executive’s death or for Cause, then the Company (or its successor, as applicable) shall pay Executive his accrued compensation through the date of such termination and pay to Executive $112,500 in cash (subject to applicable withholdings) to be paid as directed by Executive. If Executive’s employment is terminated on or following the two year anniversary of the Effective Date, but prior to the three year anniversary of the Effective Date by the Company for any reason other than because of Executive’s death or for Cause, then the Company (or its successor, as applicable) shall pay Executive his accrued compensation through the date of such termination and pay to Executive $168,750 in cash (subject to applicable withholdings) to be paid as directed by Executive. If Executive’s employment is terminated on or following the three year anniversary of the Effective Date, for any reason other than because of Executive’s death or for Cause, then the Company (or its successor, as applicable) shall pay Executive his accrued compensation through the date of such termination and pay to Executive $225,000 in cash (subject to applicable withholdings) to be paid as directed by Executive.

9.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. Attorney’s 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.

10.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.

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(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.

(f)Entire Agreement. This Agreement together with the Stock Option 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.

(g)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
If to Executive:	Stephen D. King

(h)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. Signatures delivered electronically or via facsimile shall be valid and binding to the same extent as original signatures.

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/ Mark D. Dacko
	Mark D. Dacko
	Its: CFO
/s/ Stephen D. King
Stephen D. King

Signature Page of Employment Agreement between

Wits Basin Precious Minerals Inc. and Stephen D. King

EX-10.2

EXHIBIT 10.2

Wits Basin Precious Minerals Inc.

Stock Option Agreement

(Non-Statutory)

This stock option agreement is effective as of May 29, 2008 between Stephen D. King (“Executive”), and Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”).

Background

A.The Company desires to induce Executive to continue to serve the Company as an executive.

B.The Company has adopted the 2007 Stock Incentive Plan (the “Plan”) pursuant to which shares of common stock of the Company have been reserved for issuance under the Plan.

Now, Therefore, the parties hereto agree as follows:

1.Incorporation by Reference. The terms of the Plan, a copy of which has been delivered to Executive, are hereby incorporated herein and made a part hereof by reference as if set forth in full. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

2.Grant of Option; Purchase Price. Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants from the Plan to Executive the right and option, hereinafter called the “Option”, to purchase all or any part of an aggregate of 2,000,000 shares of common stock of the Company (the “Shares”) at the price per Share of $0.20.

3.Exercise and Vesting of Option. The Option shall be exercisable only to the extent that all, or any portion thereof, has vested in the Executive. Except as provided in Paragraphs 4 and 5 below, the right to purchase the Shares subject to the Option shall vest pro rata in three annual installments beginning on May 1, 2009, and continuing each year thereafter until the Option is fully vested (the “Annual Installments”), as set forth in the following schedule, so long as Executive continues to be employed by the Company (each such date is hereinafter referred to singularly as a “Vesting Date” and collectively as “Vesting Dates”):

Total Shares Subject to Vesting Date	Vesting Date
666,667	May 29, 2009
666,667	May 29, 2010
666,666	May 29, 2011

4.Acceleration of Vesting. Notwithstanding the above, all of the Shares will become immediately vested if the closing sale price of the Company’s common stock (as quoted on the OTCBB or an exchange) remains at or above $1.00 per share for 30 trading days. Additionally, the entire unvested portion of the Option will immediately vest upon Executive’s death, upon the occurrence of a Change in Control (as defined below), or upon the Company’s termination of Executive for any reason except for Cause (as defined in the employment agreement between the Company and Executive dated on the date hereof). “Change in Control” means (i) the acquisition, directly or indirectly by any person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), in one transaction or a series of related transactions, of securities of the Company representing in excess of 50% or more of the combined voting power of the Company's then outstanding securities or (ii) the disposition by the Company (whether direct or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing the domicile of the Company).

5.Term of Option. To the extent vested, and except as otherwise provided in this agreement, the Option shall be exercisable for 10 years from the date of this agreement; provided, however, that in the event Executive ceases to be employed by the Company, for any reason or no reason, with or without cause, Executive or his/her legal representative shall have one year from the date of such termination of his/her position as an executive to exercise any part of the Option then vested. Upon the expiration of that one year period, or, if earlier, upon the expiration date of the Option as set forth above, the Option shall terminate and become null and void.

6.Reduction in Shares Due to Listing. In the event the Company attempts to obtain listing of its common stock on a stock exchange and such stock exchange, as a condition to listing (to be determined in the sole discretion of the board of directors of the Company), requires that the Company reduce the number of Shares issued to Executive hereunder, the Company shall be entitled to reduce the number of Shares issued hereunder accordingly to obtain listing on that exchange, provided that the Shares are not then vested.

7.Rights of Option Holder. Executive, 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.

8.Transferability. The Option shall not be transferable except to the extent permitted by the Plan.

9.Securities Law Matters. Executive acknowledges that the Shares to be received by him 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, Executive acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or to assist him in complying with any exemption from such registration if he should at a later date wish to dispose of the Shares. Executive 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.”

10.Executive Representations. Executive hereby represents and warrants that Executive has reviewed with his or her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this agreement. Executive is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Executive understands that he or she will be solely responsible for any tax liability that may result to him or her 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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11.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 Attn: Chief Financial Officer If to Executive:   Stephen D. King

12.General.

(a)The Option is granted pursuant to the Plan and is governed by the terms thereof. 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 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. Signatures delivered electronically or via facsimile shall be valid and binding to the same extent as original signatures.

(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.

Signatures appear on next page

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

EXECUTIVE:
/s/ Stephen D. King
Name: Stephen D. King
WITS BASIN PRECIOUS MINERALS INC.
By:	/s/ Mark D. Dacko
Its:	Chief Financial Officer

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EX-10.3

EXHIBIT 10.3

Wits Basin Precious Minerals Inc.

Amended and Restated Stock Option Agreement

(Non-Statutory)

This agreement effective as of May 29, 2008 (the “Agreement”) amends and restates the stock option agreement between Deborah King (“Optionee”), and Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”) dated March 12, 2007.

Background

A.Stephen D. King is currently the Chief Executive Officer of the Company, and the Company granted to Mr. King an option to purchase up to 3,000,000 shares of common stock of the Company on March 9, 2007 (the “Original Option Agreement”).

B.The Company has adopted the 2007 Stock Incentive Plan (the “Plan”) pursuant to which shares of common stock of the Company have been reserved for issuance under the Plan.

C.The Plan allows for assignment of an option and Mr. King so directed and authorized the Company to assign the Original Option Agreement over to his spouse, Deborah King, effective March 12, 2007 (the “Former Option Agreement”).

D.Pursuant to negotiations between Mr. King and the Company’s Compensation Committee, Mr. King requested modifications to the vesting schedule under certain conditions as stated in the Former Option Agreement.

E.The Company and Mrs. King hereby amend and restate the Former Option Agreement in its entirety as follows.

Now, Therefore, the parties hereto agree as follows:

1.Incorporation by Reference. The terms of the Plan, a copy of which has been delivered to Optionee, are hereby incorporated herein and made a part hereof by reference as if set forth in full. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

2.Grant of Option; Purchase Price. Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants from the Plan to Optionee the right and option, hereinafter called the “Option”, to purchase all or any part of an aggregate of 3,000,000 shares of common stock of the Company (the “Shares”) at the price per Share of $1.02.

3.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 in Paragraphs 4 and 5 below, the right to purchase the Shares subject to the Option shall vest pro rata in three annual installments beginning on March 9, 2008 and continuing each year thereafter until the Option is fully vested (the “Annual Installments”), as set forth in the following schedule, so long as Mr. King continues to be employed by the Company (each such date is hereinafter referred to singularly as a “Vesting Date” and collectively as “Vesting Dates”):

Total Shares Subject to Vesting Date	Vesting Date
1,000,000	March 9, 2008
1,000,000	March 9, 2009
1,000,000	March 9, 2010

4.Acceleration of Vesting. Notwithstanding the above, all of the Shares will become immediately vested if the closing sale price of the Company’s common stock (as quoted on the OTCBB or an exchange) remains at or above $1.00 per share for 30 trading days. Additionally, the entire unvested portion of the Option will immediately vest upon Mr. King’s death, upon the occurrence of a Change in Control (as defined below), or upon the Company’s termination of Mr. King for any reason except for Cause (as defined in the employment agreement between the Company and Mr. King dated May 29, 2008). “Change in Control” means (i) the acquisition, directly or indirectly by any person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), in one transaction or a series of related transactions, of securities of the Company representing in excess of 50% or more of the combined voting power of the Company's then outstanding securities or (ii) the disposition by the Company (whether direct or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing the domicile of the Company).

5.Term of Option. To the extent vested, and except as otherwise provided in this agreement, the Option shall be exercisable for 10 years from the date of this agreement; provided, however, that in the event Mr. King ceases to be employed by the Company, for any reason or no reason, with or without cause, Optionee or his/her legal representative shall have one year from the date of such termination exercise any part of the Option then vested. Upon the expiration of that one year period, or, if earlier, upon the expiration date of the Option as set forth above, the Option shall terminate and become null and void.

6.Reduction in Shares Due to Listing. In the event the Company attempts to obtain listing of its common stock on a stock exchange and such stock exchange, as a condition to listing (to be determined in the sole discretion of the board of directors of the Company), requires that the Company reduce the number of Shares issued to Optionee hereunder, the Company shall be entitled to reduce the number of Shares issued hereunder accordingly to obtain listing on that exchange, provided that the Shares are not then vested.

7.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.

8.Transferability. The Option shall not be transferable except to the extent permitted by the Plan.

9.Securities Law Matters. Optionee acknowledges that the Shares to be received by her 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 her or to assist her in complying with any exemption from such registration if she 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:

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“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.”

10.Optionee Representations. Optionee hereby represents and warrants that Optionee has reviewed with his or her 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 he or she will be solely responsible for any tax liability that may result to him or her 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.

11.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 8^th Street Minneapolis, MN 55402 Attn: Chief Financial Officer If to Optionee:   Deborah King

12.General.

(a)The Option is granted pursuant to the Plan and is governed by the terms thereof. 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 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.

(f)This agreement amends and restates the Former Option Agreement in its entirety and the Former Option Agreement is hereby of no force and effect.

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

OPTIONEE:	WITS BASIN PRECIOUS MINERALS INC.
	By:	/s/ Mark D. Dacko
/s/ Deborah King	Its:	Chief Financial Officer
Name: Deborah King

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