0001144204-04-008079 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • June 4th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 28th day of May, 2004, by and among Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), and Pandora Select Partners L.P., a British Virgin Islands limited partnership (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 28, 2004, by and among Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy;” and with Pandora and Kohler, together referred to as the “Investors”).

Sample 1
SECURITY AGREEMENT
Security Agreement • June 4th, 2004 • Wits Basin Precious Minerals Inc • Gold and silver ores • Minnesota

THIS SECURITY AGREEMENT (this “Agreement”) is made as of May 28, 2004, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation ("Wits Basin"), and Pandora Select Partners L.P., a British Virgin Islands limited partnership ("Pandora”).

Sample 1
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