0001144204-08-059970 Sample Contracts

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores

WHEREAS, effective January 1, 2007, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and J. SCOTT HAZLITT, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and

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AMENDED AND RESTATED CREDIT AGREEMENT Effective as of July 17, 2008 among
Credit Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into on September 18, 2008 (the “Closing Date”) with retroactive effect from July 17, 2008 (the “Effective Date”), by and among MINERA SANTA RITA S. DE R.L. DE C.V., a Mexican company (“MSR”), ORO DE ALTAR S. DE R.L. DE C.V., a Mexican company (“Oro de Altar” and together with MSR, the “Borrowers” and each individually, a “Borrower”), CAPITAL GOLD CORPORATION, a Delaware corporation (the “Guarantor”), and STANDARD BANK PLC, a bank organized under the laws of England and Wales (the “Lender”).

ENGAGEMENT AGREEMENT
Engagement Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores • New York

This agreement (the “Agreement”) supersedes and replaces the executive employment agreement by and between the Company and Brownlie originally dated May 1, 2006 as subsequently amended August 29, 2007, November 13, 2007 and July 17, 2008.

AMENDMENT TO EXECUTIVE ENGAGEMENT AGREEMENT
Executive Engagement Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores

WHEREAS, effective May 1, 2007, CAPITAL GOLD CORPORATION, a Delaware corporation (“Company”), and CHRISTOPHER M. CHIPMAN, a Pennsylvania resident (“Executive”), entered into the Second Amended Engagement Agreement (the “Agreement”); and

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores

WHEREAS, effective May 1, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and JOHN BROWNLIE, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores

WHEREAS, effective July 31, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and GIFFORD A. DIETERLE, a New York resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores

WHEREAS, effective July 31, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and JEFFREY W. PRITCHARD, a Pennsylvania resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and

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