0001144204-06-044771 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 1st, 2006 • Capital Gold Corp • Gold and silver ores • New York

For purposes of any determination regarding the existence of Good Reason, any good faith determination by the Executive that Good Reason exists shall be conclusive.

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AMENDED ENGAGEMENT AGREEMENT
Agreement • November 1st, 2006 • Capital Gold Corp • Gold and silver ores • New York

This agreement (the “Agreement”) amends, supersedes and replaces the engagement agreement by and between the CORPORATION and CHIPMAN dated March 1, 2006.

Capital Gold Corporation New York, NY 10005
Capital Gold Corp • November 1st, 2006 • Gold and silver ores

As we have discussed over the past several days, this letter sets forth the agreement we have reached concerning amendments to the November 24, 2005 Mining Contract (the “Mining Contract”) between Sinergia Obras Civiles y Mineras, S.A. de C.V. (“Sinergia”) and Minera Santa Rita S.A. de C.V. (“MSR”). In consideration of the receipt by Sinergia of the $200,000 USD advance referred to below, Sinergia and MSR agree that the Mining Contract is hereby amended as follows:

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