Exhibit 10.1

                              Termination Agreement

In relation to the Unincorporated Association Contract ("the Contract," which
expression includes the hereinbelow mentioned amendments) executed by and
between Minera Santa Rita S. de R. L. de C.V. ("MSR"), represented by Jack
Veeder Everett and Roger Austin Newell, on one hand, as the active partner, and
Grupo Minero FG S.A. de C.V. ("FG"), represented by Samuel Fraijo Flores, on the
other hand, as the silent partner, on February 23 (twenty three) 2002 (two
thousand and two), as amended on 15 (fifteen) August 2002 (two thousand and
two), 15 (fifteen) January 2003 (two thousand and three), 23 (twenty-three)
February 2003 (two thousand and three), and on January 7 (seven), 2004 (two
thousand and four), in regards to the development of the "El Chanate" project
("the Project"), comprising certain mining lots, covered by concessions owned or
held by Oro de Altar S.A. de C.V., located in the Municipality of Altar, Sonora,
MSR and FG agree as follows:

      1.    Due to the fact that no financing was obtained at the latest on
            March 31 (thirty-one), 2004 (two thousand and four), for the
            execution of Phase IV and, in general, for the development of the
            Project, and, furthermore, due to the fact that FG and MSR have
            decided not to make additional contributions, by application of
            clauses 5 (five) section (C) and 14 (fourteen) section (A) (8) of
            the Contract, the Contract is deemed terminated and, consequently,
            without any obligatoriness or efficacy, effective precisely as of
            and from March 31 (thirty-one), 2004 (two thousand and four) ("the
            Effective Date"), without obligations and responsibilities other
            than the ones expressly stipulated in this agreement.

      2.    During the life of the Contract, FG invested in Phases I and II of
            the Project the sum of US$457,455 (four hundred fifty-seven thousand
            four hundred fifty-five dollars of the United States of America). In
            consideration of said investment and in consideration of FG's
            acceptance of the hereinbelow called "Participation Certificate,"
            MSR obligates itself to act as follows:

            A.    At the latest within 30 (thirty) calendar days following the
                  Effective Date, MSR shall have the partners who own all of the
                  portions of interest that represent its capital stock
                  affirmatively vote these resolutions:

                  a.    An amendment to the pertinent clauses of the bylaws of
                        MSR, so that MSR may issue a certificate of
                        participation ("the Participation Certificate") that,
                        without representing capital stock, confer these rights
                        on its owner:

                        a.1.  the right to receive a 5% (five percent) of the
                              profits of each fiscal year of MSR with respect to
                              which the payments of dividends is ordered ("the
                              Fixed Percentage"),

                        a.2.  the right that the Fixed Percentage be
                              non-dilutable by contributions of MSR or of other
                              persons to the capital stock of MSR or for other
                              causes or reasons, and that the rights of the
                              owner of the


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 2

                              Participation Certificate be not modified without
                              the consent of its owner,

                        a.3.  the right to abstain from contributing to the
                              capital stock of MSR and from contributing for the
                              development of the Project, without this
                              abstention causing a dilution of the Fixed
                              Percentage or a modification of the rights of the
                              owner of the Participation Certificate without the
                              owner's consent,

                        a.4.  the right to participate in the meetings of the
                              partners of MSR, in the sessions of the Board of
                              Managers of MSR, and in the sessions of the
                              Technical Committee if one is formed in regard to
                              the development and operation of the Project, all
                              of the above with the right to speak but without
                              the right to vote. FG shall keep the information
                              made known to it by reason of its participation in
                              the above meetings and sessions fully
                              confidential, unless it must disclose it by final
                              court or administrative authority order, under
                              penalty of payment of damages and indemnification
                              of losses, without prejudice to other legal
                              remedies that MSR might have in this regard, and

                        a.5.  the right to name, at its cost and risk, an
                              auditor commissioned to review MSR financial
                              statements and to determine whether or not the
                              Fixed Percentage was calculated correctly. If FG's
                              auditor fails to formulate and communicate to MSR
                              objections within the 30 (thirty) calendar days
                              following the date on which the payment of
                              dividends has been decreed, the calculation of the
                              Fixed Percentage carried out by MSR shall be
                              deemed correct.

                        The amendment to the bylaws set forth in this section
                        (A) shall also provide as follows in regard to the
                        Participation Certificate:

                        a.6.  only one person may be entitled to own it,

                        a.7.  it shall be indivisible, that is, the rights
                              derived from it may not be separated from its
                              ownership and also may not be separated among
                              themselves,

                        a.8.  its owner shall not enjoy the right of withdrawal,
                              redemption, reimbursement, amortization or any
                              other that implies the obligation to pay its value
                              by MSR or any of its members, unless MSR or the
                              said members agree to do it,


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 3

                        a.9.  it shall be governed by clause 8th (eighth) of the
                              bylaws of MSR; consequently, among other
                              consequences of the application of the said
                              clause, the members of MSR shall enjoy the right
                              of first refusal to purchase the Participation
                              Certificate,

                        a.10. it shall not give its owner any rights on MSR's
                              assets, goods, rights, or privileges nor on the
                              Project,

                        a.11. it shall not impose on its owner the obligation to
                              be responsible for the losses of the Project or
                              else for the losses of MSR, in any percentage,

                        a.12. it shall not give its owner any participation in
                              the development of the Project nor in the
                              operation or administration of the mine other than
                              the participation expressly set forth in
                              subsections (a.4) and (a.5) of section (A) of this
                              clause 2 (two),

                        a.13. it shall give its owner no assurance or guaranty
                              that the Project and the mine shall ultimately
                              turn out to be profitable or that they shall
                              generate profits or dividends, given the
                              unpredictable nature of all mining businesses, and

                        a.14. it shall not give its owner the right that the
                              Project gets actually executed or carried out or
                              executed or carried out in any of its Phases nor
                              the right that the mine be exploited or operated,
                              for whether or not that will be done will
                              ultimately depend on market, financial, and other
                              circumstances that are not within the MSR's
                              control.

                        For the purposes of subsection (a.1) section (A) of this
                        clause 2 (two), "profits" shall mean those determined
                        pursuant to generally accepted Mexican accounting
                        principles and those MSR's members ordered paid as
                        dividends pursuant to MSR's bylaws, and, in any event,
                        those resulting after payment of taxes, after payment of
                        the employees' share in the business' profits (PTU),
                        after payments of the amounts due by MSR or its
                        affiliates pursuant to an Stock Purchase Option
                        Agreement entered into between AngloGold (Jerritt
                        Canyon) Corp. and AngloGold North America Inc., of the
                        one part, and Leadville Mining & Milling Corporation and
                        Leadville Mining & Milling Holding Corporation, of the
                        other part, on December 15 (fifteen), 2000 (two
                        thousand), of which an authentic copy was attached to
                        the Contract, and after payment of the amounts owing by
                        MSR to whomever finances the development or execution of
                        the Project, if that is the case. This agreement does
                        not affect or modify any of


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<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 4

                        AngloGold (Jerritt Canyon) Corp.'s and AngloGold North
                        America Inc.'s rights under the above Stock Purchase
                        Option Agreement.

                  b.    Within the 5 (five) calendar days following the approval
                        of the hereinbefore mentioned bylaws amendment, MSR
                        shall issue and deliver the Participation Certificate to
                        FG and shall have the issuance and delivery entered on
                        the company's corporate books.

            B.    At the latest within 30 (thirty) calendar days following the
                  Effective Date, MSR shall have Capital Gold Corporation
                  ("CGC") shall issue for the benefit of and deliver to FG
                  2,000,000 (two million) shares of its capital stock ("the CGC
                  Shares"), non transferable before the lapse of 1 (one) year,
                  from the date they are delivered to FG, and subject to the
                  regulations of the Securities and Exchange Commission of the
                  United States of America. In order for that issuance and
                  delivery to be possible and lawful pursuant to the laws and
                  provisions that govern the CGC Shares, FG shall expeditiously
                  sign and deliver to CGC or to the said Securities and Exchange
                  Commission, such documents and information as may be required
                  from it. In addition, with respect to the acquisition of the
                  CGC Shares, FG makes the representations and warranties set
                  forth in the attached Exhibit hereto.

            C.    MSR shall give FG the right of first refusal to carry out the
                  works and render the construction services called for by the
                  construction of the Project, on equal terms in relation to
                  other bidders regarding prices, times, qualities, guaranties,
                  and other conditions, as specified by MSR in its requests for
                  bids. This rule may suffer exceptions if whoever finances the
                  development or execution of the Project determines that the
                  above construction works or services be carried out or
                  rendered by company or companies other than FG. The
                  construction of the said works and the rendering of those
                  construction services by FG, to be carried out pursuant to
                  contracts hereinafter called "the Works Contracts," shall not
                  turn FG into an industrial partner of MSR or of the Project,
                  or of both. MSR shall not disclose to other bidders FG's bids
                  or offers, unless it must disclose them by final court or
                  administrative authority order, under penalty of payment of
                  damages and indemnification of losses, without prejudice to
                  other legal remedies that FG might have in this regard

      3.    During the term of the Contract, FG failed to contribute the sum of
            US$126,144 (one hundred twenty-six thousand one hundred forty-four
            dollars of the United States of America) for the execution of Phase
            II of the Project, which sum had to be contributed by MSR, with its
            own funds or with funds borrowed from third parties. MSR irrevocably
            forgives FG the payment of the above amount, likewise as
            consideration of FG's acceptance of the Participation Certificate.


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 5

      4.    Each party shall pay the taxes which, as the case may be, are to be
            due by it in connection with the making of this agreement and in
            connection with the discharging of its obligations and the
            exercising of its rights hereunder, without being entitled to
            reimbursement, compensation, or apportionment of any kind
            whatsoever, and each party shall hold the other party and its
            shareholders, affiliates, subsidiaries, directors, attorneys in
            fact, employees, and consultants, free and clear of claims,
            assessments, auditings, proceedings, and charges relating to the
            taxes due by it, and each party shall pay or reimburse to the other
            party or any of its shareholders, affiliates, subsidiaries,
            directors, attorneys in fact, employees, and consultants, the
            reasonable attorneys' and accountants' fees and court fees and
            expenses that the other party had to pay to defend from any such
            claims, assessments, auditings, proceedings, and charges.

      5.    At the latest within 30 (thirty) calendar days following the
            Effective Date, FG shall deliver to MSR all the maps, calculations,
            assay results, and documents in general in its possession relating
            to the Project, generated by FG, by MSR, or by any other persons,
            and the discharging of this obligation shall not give FG a right to
            receive any additional payment coming from MSR or from any other
            person.

      6.    At the latest within 30 (thirty) calendar days following the
            Effective Date, FG shall assign or otherwise transfer to MSR all the
            permits, licenses, consents, or authorizations, regardless of the
            name the laws or regulations give them, which, if that was the case,
            FG had applied for and obtained in its name in connection with the
            execution or development of the Project if the said permits,
            licenses, consents, or authorizations are assignable or
            transferable. FG hereby shall be deemed giving its irrevocable
            consent for the cancellation or deprival of effects of the said
            permits, licenses, consents, or authorizations in the event such
            consent were necessary for the same, or any of them, to be issued or
            re-issued in the name of MSR, and the granting of such consent shall
            not give FG a right to receive any additional payment coming from
            MSR or from any other person.

      7.    As between FG and CGC there has not been and there will not be any
            legal or business relationship of any kind different from the one
            that there will exist derived from the ownership of the CGC Shares
            by FG. Additionally, nothing of what has been agreed upon in this
            agreement turns or shall turn CGC into a party of this agreement, a
            member, partner, silent partner, or active partner of FG, or MSR's
            joint and several obligor, in any manner whatsoever, or gives or
            shall give FG right or action of any kind as against CGC different
            from the ones that shall derive to FG from its ownership of the CGC
            Shares, and FG and CGC shall refrain from affirming that between
            them there is a legal or business


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 6

            relationship different from the one to exist as a result of the
            ownership of the CGC Shares.

      8.    Once MSR gets CGC to issue and deliver to FG the CGC Shares, MSR's
            obligations relating to the CGC Shares shall terminate, and there
            shall be no other obligation on MSR to perform in connection with
            the CGG Shares. Consequently, among other consequences of the said
            termination, FG shall hold MSR and its shareholders, affiliates,
            subsidiaries, directors, attorneys in fact, employees, and
            consultants, free and clear of complaints, claims, proceedings,
            accusations, and charges relating to the CGC Shares, and FG shall
            pay or reimburse to MSR and its shareholders, affiliates,
            subsidiaries, directors, attorneys in fact, employees, and
            consultants, the reasonable attorneys' and accountants' fees and
            court fees and expenses that MSR and any of its shareholders,
            affiliates, subsidiaries, directors, attorneys in fact, employees,
            and consultants, had to pay to defend from any such complaints,
            claims, proceedings, accusations, and charges.

      9.    As of and from the Effective Date, the only legal and business
            relationships that shall exist as between MSR and FG shall be those
            derived from this agreement, from the Participation Certificate, and
            from the Works Contracts, if any, that MSR enters into with FG
            pursuant to section (C) of clause 2 (two) hereof. Consequently,
            nothing of what has been agreed upon in this agreement or to be
            agreed upon in the Works Contracts or the issuance and delivery of
            the Participation Certificate shall turn FG into a member, partner,
            silent partner, or active partner of MSR, or gives or shall give FG
            right or action of any kind as against MSR different from the ones
            that shall derive to FG from this agreement, from the Participation
            Certificate, or from the Works Contracts.

      10.   The employees and consultants of FG shall continue to be FG's
            employees and consultants, notwithstanding that FG had employed them
            in activities relating with the execution or development of the
            Project, and the employees and consultants of MSR shall continue to
            be MSR's employees and consultants, notwithstanding that MSR had
            employed them in activities relating with the execution or
            development of the Project. Consequently, among other consequences
            ensuing from this clause, the employees and consultants of one party
            shall not be deemed employees and consultants of the other party and
            no employer substitution of any kind shall take place as regards the
            employees of both parties. Neither FG nor MSR assume or shall assume
            any labor-law related obligations, the tax obligations, the social
            security obligations, and of any other kind whatsoever relating to
            the employees and consultants that the other party had employed in
            activities relating to the execution or development of the Project,
            whether or not the party had hired or paid them with the other
            party's consent and within the framework of the Contract.


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 7

      11.   This agreement substitutes, terminates, and makes ineffectual any
            verbal or written discussions, negotiations, communications, or
            understandings previous or contemporaneous to the Effective Date.
            There has not been, there are no, and there shall be no verbal
            accord, arrangement, or understanding that modify, substitute,
            supersede, novate, or terminate this agreement nor the acts derived
            or to be derived from the same. All modifications to this agreement
            and to the acts derived from it must be agreed in writing and signed
            by both parties, and they shall not bind without that formality
            being fulfilled.

      12.   Each party hereto undertakes to sign and deliver in an expeditious
            manner to the other party or to the competent authorities any other
            documents or agreements or communications conducive to the
            achievement of the goals and the realizations of the provisions
            agreed herein, all of the above in this clause in MSR's exclusive
            discretion.

      13.   FG and MSR shall take all the steps deemed convenient or necessary
            for the dissolution and liquidation of the unincorporated
            association created by the Contract. The fees, expenses, and costs
            associated with the dissolution and liquidation of the
            unincorporated association shall be paid in a 95% (ninety-five
            percent) by MSR and in a 5% (five percent) by FG, without
            entitlement to reimbursement, compensation, or apportionment of any
            kind whatsoever.

      14.   MSR shall not undertake a mining project other than the Project,
            without prejudice to MSR's rights to abandon one or more of the
            claims encompassed in the Project and to add claims to it, or to
            regroup claims, and without prejudice to MSR's rights pursuant to
            the Mining Law and its Regulation.

      15.   All notices, notifications, or communications given or due to be
            given in regard to this agreement and the acts derived therefrom
            shall be delivered or sent to the following addresses, unless the
            parties indicate others at least 15 (fifteen) calendar days in
            advance of the date in which the change of domicile is meant to take
            effect:

            (A) If they are for MSR:

            Minera Santa Rita S. de R. L. de C.V.
            76 Beaver Street
            Suite 500
            New York NY 10005
            U.S.A.

            To the attention of: Jack Veeder Everett and Roger Austin Newell


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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 8

            With copy for: Eduardo Robles Elias o Jose Joaquin Cabrera Ochoa,
            Boulevard Hidalgo 64, Colonia Centenario, Hermosillo, Sonora 83260

            (B) If they are for FG:

            Grupo Minero FG S.A. de C.V.
            Calle del Cobre 91
            Entre Calle del Yeso y Los Nogales
            Hermosillo, Sonora 83299

            To the attention of: Samuel Fraijo Flores

            With copy for: Daniel Gutierrez Perez, Calle del Cobre 91, entre
            Calle del Yeso y Los Nogales, Hermosillo, Sonora 83299

            Unless otherwise agreed in this agreement, the notices,
            notifications, or communications referred to in this clause shall
            take affect on the business day immediately following the day on
            which they have effectively been received or delivered to the other
            party (even if a copy of the notice, notification, or communication
            has not been sent or delivered to the persons to whom they must be
            copied), at the above indicated addresses, to the party to which
            they were directed or to any employee, director, officer, or to any
            individual of age who resides in the domicile of the party's agent.
            If the post is used, the notices, communications, and notifications
            shall always be sent by registered mail, return receipt requested.

      16.   All the controversies or disputes that arise between MSR and FG in
            regard to this agreement, to the Works Contracts, and to the
            Participation Certificate shall be settled or resolved by a
            competent judge sitting in Hermosillo, Sonora, pursuant to the
            applicable Mexican substantive and procedural laws, for which MSR
            and FG waive the jurisdiction and venue of any other judges or
            tribunals that may be indicated by reason of territory, address,
            main location where they carry out their businesses, and other
            similar reasons or circumstances.

      17.   As a consequence of what has been agreed herein, each party hereto
            grants to the other party irrevocable payment receipt and releasing
            settlement as regards all its obligations stemming from the
            Contract, effective as of the Effective Date.

      18.   This agreement may be signed in English and in Spanish, but the
            Spanish version shall prevail in case of discrepancy. An exception
            to the preceding rule shall be the stipulations and definitions
            contained in the Exhibit hereto, which


                                      -8-
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Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 9

            shall also be signed in English and in Spanish, and whose English
            version shall prevail in case of discrepancy.

      19.   Any of the parties hereto shall be entitled to have this agreement
            formalized by a Notary Public's instrument and registered with the
            Public Commerce Registry, on its own behalf and in the name and on
            behalf of the other party, in which case the fees, expenses, and
            registration fees shall be on the party that performs those actions,
            without being entitled to reimbursement, compensation, or
            apportionment of any kind whatsoever. The right and the
            representation agreed upon in this clause shall be deemed
            irrevocable.

      20.   This agreement has neither been negotiated nor signed under the
            influence or determination of fraud, bad faith, violence,
            unlawfulness, overreaching, mistake, reverential fear, or inability
            or under any other defect of the will or of the consent.

Well informed as to the legal reach and scope of this agreement, the parties
sign it in full conformity and make it binding in all legal respects in 4 (four)
original copies, each of which shall be considered an original and shall be
equally valid, in Hermosillo, Sonora, the representative of FG on April 6 (six),
2004 (two thousand and four), and in the United States of America the
representatives of MSR on April 8 (eight), 2004 (two thousand and four), but
effective as of and from the Effective Date.

                        For Grupo Minero FG S.A. de C.V.


                             -----------------------
                              Samuel Fraijo Flores,
                               Sole Administrator

                Witness to the execution by Samuel Fraijo Flores:


                            ------------------------
                            Daniel Gutierrez Cibrian

                    For Minera Santa Rita S. de R. L. de C.V.


                  --------------------------------------------
                  Jack Veeder Everett and Roger Austin Newell,
                                Attorneys in fact


                                      -9-
<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 10

                          Witnesses to the execution by
                   Jack Veeder Everett and Roger Austin Newell

                          ----------------------------

Exhibit
    to the Termination Agreement entered into between Minera Santa Rita S. de
    R. L. de C.V., of the one part, and Grupo Minero FG S.A. de C.V. ("FG"),
           of the other part, effective as of and from March 31, 2004

a. Investment Purpose . FG is acquiring the CGC Shares, for its own account for
investment only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, except pursuant to sales registered or
exempted under the United States Securities Act of 1933, as amended (the "1933
Act").

b. Accredited Investor Status . FG is an "accredited investor" as that term is
defined in Rule 501(a)(3) of Regulation D under the 1933 Act and was not
organized for the specific purpose of acquiring the shares.

                                   Traduccion

a. Objeto de la Inversion. FG adquiere las Acciones CGC por su cuenta solo para
fines de inversion y sin miras a la venta o distribucion publica de las mismas y
sin miras a la reventa relacionada con dicha venta o distribucion publica, salvo
que fuese de conformidad con una venta registrada o exenta en los terminos de la
Ley de Valores de los Estados Unidos de America de 1933, segun ha sido
modificada (la "Ley de 1933").

b. Calidad de Inversionista Acreditado. FG es un "inversionista acreditado" tal
como se define dicho termino en la Norma 501(a)(3) del Reglamento D de la Ley de
1933 Act y no fue constituido con el objeto especifico de adquirir las acciones.


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