EXHIBIT
10.8





INDEMNITY AGREEMENT
 
 THIS INDEMNITY AGREEMENT is made and
entered into this day ofSeptember 18, 2008by and betweenCapital Gold Corporation, a Delaware corporation (the
"Corporation"), andChristopher M. Chipman("Executive").
 
 RECITALS
 
 A. Corporation hasengaged the services ofExecutiveto provide the customary services ofChief Financial
Officerof a public companyin connection with the business ofCorporation; and
  B. Corporation has agreed to provide
certain indemnity toExecutivein connection with services requested from and provided byExecutiveto Corporation; and
  C. The parties desire, by this writing, to
memorialize said indemnity agreement.
  
 AGREEMENT
 
 NOW, THEREFORE, in consideration ofexecutiveservices rendered to Corporation byExecutiveand for other good and valuable consideration, it
is agreed as follows:
  1. INDEMNITY.  Subject only to
the exclusions set forth in Section 2 below,Corporation hereby undertakes and agrees to
indemnify and holdExecutive, includinghis,employees and agents, harmlessfrom and against any and
all claims, suits, damages, losses, costs, liabilities, fees and expenses
suffered or incurred from or as a result of services byExecutivetoCorporation insuch capacity commencing with his
initial engagement as Corporation’sVice President of Mine
Development.  Without limiting the
foregoing, the rights of indemnity hereunder extend to andincludeprotection against any and all expenses
(including attorneys' fees), witness fees, damages, judgments, fines and amounts
paid in settlement and any
other amounts thatExecutivebecomes legally obligated to pay
because of any third party’s claim or claims made against or by him
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, arbitrational, administrative or
investigative to whichExecutiveis, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact thatExecutiveis, was or at any time becomes a
director, officer, employee,Executiveor other agent of Corporation, or is or was
serving or at any time serves at the request ofCorporation as a director, officer,
employee, outside accountant or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.  However,Executiveunderstands and acknowledges that this
indemnity agreementshall
notlimit or affectExecutive’s liability towards
Corporation.
  2. EXCLUSIONS.  This indemnity
agreement shall be interpreted and enforcedto the fullest extent allowed by law and the Bylaws ofCorporation (as the same may from time to
time be amended, provided that no amendment shall provide narrower rights than
those permitted by the Bylaws as of the date hereof), but shall not extend to
any loss, cost, expense orliability ofExecutivearising from or relating
to:
  
 (A)  fraudulent, illegal or intentional and
deliberately dishonest actions or conduct ofExecutive;
  
  (B)  conduct that resulted in personal profit
or advantage to whichExecutivewas not legally entitled;
or
  (C)  sole negligence ofExecutive;
  3. CONTINUATION OF INDEMNITY.  All
obligations of indemnity ofCorporation herein in favor ofExecutiveshall continue during the periodExecutiveis engaged byCorporation and shall continue thereafter so
long asExecutiveshall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the fact
thatExecutivewas serving in the capacity referred to
herein.
  4. DIRECTOR & OFFICERS (“D&O”) INSURANCE
COVERAGE.  Executive shall be entitled to be a named insured underCorporation's D&O Insurance
coverage.
  5. GOVERNING LAW.  This Agreement
shall be interpreted and enforced in accordance with the laws of the State ofNew York.
  6. AMENDMENT AND TERMINATION.  No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto.
  IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on and as of the dayand year first above
written.
  Capital
      Gold CorporationBy:
                /s/
      Gifford A. DieterleGifford A. Dieterle, Chairman and
      President
 /s/
      Christopher M. ChipmanChristopher
      M. ChipmanAddress:
                  
                  4014 Redwing
      Lane
                  Audubon,PA19403