0001193125-11-095284 Sample Contracts

AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York

This agreement (the “Agreement”) amends and restates the engagement agreement by and between the Company and Hazlitt originally effective on November 1, 2008.

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AMENDMENT TO OFFER OF EMPLOYMENT LETTER
Employment Letter • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York

This amendment (the “Amendment”) dated April 7, 2011, is made to that certain Offer of Employment Letter dated September 12, 2007 (the “Agreement”) by and between you (the “Employee” or “you”) and Capital Gold Corporation (the “Company”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Gammon Gold Inc. • 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.

AMENDMENT NO. 1 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Gammon Gold Inc. • 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.

AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores

This Second Amendment to the Amended and Restated Engagement Agreement dated January 1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation (the “Company”) and Scott Hazlitt (hereinafter referred to as “Hazlitt”), as amended by the First Amendment to the Engagement Agreement, dated March 18, 2010.

AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores

This First Amendment to the Amended and Restated Engagement Agreement dated January 1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation (the “Company”) and Scott Hazlitt (hereinafter referred to as “Hazlitt”)

AMENDED AND RESTATED ENGAGEMENT AGREEMENT
Agreement • April 12th, 2011 • Gammon Gold Inc. • Gold and silver ores • New York

This agreement (the “Agreement”) amends and restates the Second Amended Engagement Agreement by and between the Company and Chipman originally effective on May 1, 2007.

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