0001144204-07-058286 Sample Contracts

Wits Basin Precious Minerals, Inc.
Convertible Notes Purchase Agreement • November 5th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores

This letter is to confirm our understanding that China Gold has agreed to, with respect to (i) that certain Convertible Note of Wits Basin dated April 10, 2007 issued in favor of China Gold in the principal amount of $3,000,000 (“Note 1”), (ii) that certain Convertible Note of Wits Basin dated May 7, 2007 issued in favor of China Gold in the principal amount of $2,000,000 (“Note 2”), (iii) that certain Convertible Note of Wits Basin dated July 19, 2007 issued in favor of China Gold in the principal amount of $4,000,000 (“Note 3”), and (iv) that certain Convertible Note of Wits Basin dated July 7, 2007 issued in favor of China Gold in the principal amount of $800,000 (“Note 4”; collectively with Note 1, Note 2 and Note 3, the “Notes”), amend the Maturity Date of each Note (as defined in each Note, respectively) to February 28, 2008.

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