0001144204-11-021603 Sample Contracts

AMENDMENT NO. 3 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Capital Gold Corp • Gold and silver ores • New York

This Amendment No. 3 (the “Amendment”) dated April 7, 2011, to that certain Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009, as amended on July 19, 2010, between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Scott Hazlitt (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Capital Gold Corp • Gold and silver ores • New York

This Amendment No. 1 (the “Amendment”) dated April 7, 2011, to that certain Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009 between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Christopher M. Chipman (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.

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