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Exhibit 10.9

MICHAEL K. LONGINOTTI 607 FAIRWAY DR. NORTH VANCOUVER B.C., CANADA V7G 1Z5 **Consulting Agreement**
November 12, 2008 

Mr. John Key Chief Executive Officer Gryphon Gold Corporation 1130 West Pender Street, Suite 800 Vancouver, B.C. V6E 4A4 
**Re: Consulting Agreement ("Agreement")**
Dear John, 

We understand Gryphon Gold Corporation ("Gryphon" or the"Company") wishes to engage Michael K. Longinotti ("Longinotti") to provideconsulting services ("Services") to Gryphon. 

This letter confirms our mutual agreement in accordance withthe terms and conditions set forth below. 

1. 

Longinotti shallact as a accounting and financial advisor to Gryphon and shall perform suchServices as are required by Gryphon, including the following: 

a) 

Assist in thedebt and equity financing of the Company, 

b) 

Assist withongoing accounting, including check signing, reconciliation of bank accounts,review of monthly and quarterly reports, attend audit committee and boardmeetings as required by Gryphon, 

c) 

Provideaccounting advise regarding US generally accepted accounting principals as itapplies to the books and records of Gryphon and when necessary advise thecompany on the application of those principals, 

d) 

Assist with thepreparation and review of press releases and other public documents, 

e) 

Act in thecapacity of Chief Financial Officer (CFO), 

f) 

Act as thePrincipal Financial and Accounting Officer as defined by the SEC, 

g) 

Assist in themaintenance of relationships with key shareholders of and prospective investorsin the Company, and, 

h) 

Perform otherassociated duties as instructed by the CEO or Controller. 

2. 

Gryphon andLonginotti recognise that the position of CFO and Principal Financial andAccounting Officer is a sensitive position with associated liability. In orderfor Longinotti to fulfill his obligations in these positions, his approval isrequired before filing press releases or documents with the SEC or TSX. 

3. 

The compensationpayable to Longinotti by Gryphon during the term of this Agreement shall be asfollows: 

a) 

Actual hoursspent will be reimbursed at a rate of Cdn$90 per hour, billed monthly, suchamounts paid monthly in arrears, 

b) 

Actualnecessary and customary out of pocket expenses incurred by Longinotti in thedischarge of these duties will be reimbursed at cost, such amounts paid monthlyin arrears. 

4.

The term of this agreement shall be for a periodbeginning on the 12 November 2008 and ending 12 months less a day thereafterunless extended by mutual agreement in writing or terminated earlier inaccordance with this Agreement. Gryphon shall have the right to terminate thisAgreement and the engagement with Longinotti at any time during the term of thisAgreement upon 10 days notice in writing to Longinotti. Longinotti shall havethe right to terminate this Agreement and the engagement with Gryphon prior tothe end of the term of this Agreement upon 10 days notice in writing to Gryphon.
5.

Longinotti shall be indemnified by Gryphon to theextent and in the manner set out in Schedule A attached hereto, which isincorporated herein by reference. 
6.

Any notice or other communication required orpermitted to be given hereunder shall be in writing and shall be sufficientlygiven to: 
a) 

Mr. John Key,CEO, Gryphon Gold Corporation, 1130 West Pender Street, Suite 800, Vancouver, BCV6E 4A4; 

b) 

Mr. Michael K.Longinotti, 607 Fairway Dr., North Vancouver, BC, V7G 1Z5 ****
7.

This agreement shall be governed by andinterpreted in accordance with the laws of British Columbia, and the courts ofBritish Columbia shall have the exclusive jurisdiction over this Agreement andany claim or dispute arising under it. 
8. 

Each party'sinterests and rights under this Agreement may only be assigned or transferredupon the written consent of the other party and only if there is no change inbeneficial ownership, such consent not to be unreasonably withheld. ThisAgreement is binding upon and inures to the benefit of the parties and theirproper heirs, personal representatives, and successors and assignees. 

Sincerely, 

/s/ Michael K. Longinotti                                        Michael K. Longinotti 

Would you kindly indicate your acknowledgment of thisagreement and your approval of the above terms and conditions by signing andreturning the enclosed duplicate of this letter. 

The appointment of Michael K. Longinotti, on the terms andconditions set out in this letter is confirmed and agreed to as of November 12,2008. 

Gryphon Gold Corporation 

By: __________________________ 

SCHEDULE A 

Gryphon Gold Corporation ("Indemnitor") hereby agrees toindemnify and hold Michael K. Longinotti ("Longinotti") harmless from andagainst any and all expenses, losses, claims, actions, damages or liabilities,joint or several (including the aggregate amount paid in reasonable settlementof any actions, suits, proceedings or claims and the reasonable fees andexpenses of counsel and other related expenses that may be incurred ininvestigating or advising with respect to and/or defending any action, suit,proceeding or claim that may be made against Longinotti, whether or notresulting in liability) to which Longinotti may become subject or otherwiseinvolved in any capacity under any statute or common law or otherwise insofar assuch expenses' losses, claims, damages, liabilities or actions arise out of orare based, directly or indirectly, upon the performance of professional servicesrendered to the Indemnitor by Longinotti in connection with the matters referredto in the attached letter agreement, provided, however, that this indemnityshall not apply to the extent that a court of competent jurisdiction in a finaljudgment that has become non-appealable shall determine that: 

i. Longinotti has been grossly negligent or dishonest or  have committed any fraudulent or illegal act in the course of such  performance; and 

ii. the expenses, losses, claims, damages or liabilities,  as to which indemnification is claimed, were directly caused by the gross  negligence, dishonesty, illegality or fraud referred to in (i), 

If the foregoing indemnification is found other than byreason of the occurrence of an event, other than those referred to in (i) and(ii) above, to be unenforceable by a court of competent jurisdiction in a finaljudgment that has become non-appealable, then the Indemnitor shall contribute tothe amount paid or payable by Longinotti as a result of such expense, loss,claim, damage or liability in such proportion as is appropriate to reflect notonly the relative benefits received by the Indemnitor on the one hand andLonginotti on the other hand but also the relative fault of the Indemnitor andLonginotti, as well as any relevant equitable considerations provided that theIndemnitor shall in any event contribute to the amount paid or payable byLonginotti as a result of such expense, loss, claim, damage or liability anyexcess of such amount over the amount of the fees received by Longinotti underthe attached letter agreement. The rights of contribution herein provided shallbe in addition to and not in derogation of any other right to contribution whichLonginotti may have by statute or otherwise by law. 

The Indemnitor agrees that in case any legal proceeding shallbe brought against the Indemnitor and/or Longinotti by any governmentalcommission or regulatory authority or any other party or in case any stockexchange or other entity having regulatory authority, either domestic orforeign, shall investigate the Indemnitor and/or Longinotti or Longinotti shallbe required to testify in connection therewith or shall be required to respondto procedures designed to discover information regarding, in connection with, orby reason of the performance of professional services rendered to the Indemnitorby Longinotti, Longinotti shall have the right to employ its own counsel inconnection therewith, and the reasonable fees and expenses of such counsel aswell as the reasonable costs (including an amount to reimburse Longinotti fortime spent by the Personnel in connection therewith) and out-of-pocket expensesincurred by Longinotti and the Personnel in connection therewith shall be paidby the Indemnitor as they occur. 

Promptly after receipt of notice of the commencement of anylegal proceeding against Longinotti, or after receipt of notice of thecommencement of any investigation, which is based, directly or indirectly, uponany matter in respect of which indemnification may be sought from the Indemnitor,Longinotti will notify the Indemnitor in writing of the commencement thereofand, throughout the course thereof, will provide copies of all relevantdocumentation to the Indemnitor, will keep the Indemnitor advised of theprogress thereof and will discuss with the Indemnitor all significant actionsproposed. No settlement of any claim shall be made without the consent of theIndemnitor and Longinotti. If the Indemnitor gives written notice of asettlement of a specific claim, which settlement it is prepared to accept, andLonginotti is unwilling to accept such settlement, the amount which theIndemnitor is required to pay to the Longinotti in respect of that specificclaim shall be limited to an amount equal to the amount of such proposedsettlement plus the amount of all expenses for which the Longinotti would beentitled to be reimbursed or indemnified as of the effective date of suchsettlement. 

The indemnity and contribution obligations of the Indemnitorshall be in addition to any liability which the Indemnitor may otherwise owe.

The foregoing provisions shall survive the completion ofservices rendered under or any termination or purported termination of theattached letter agreement all as in accordance with such letter agreement. 

/s/ Michael K. Longinotti                                        Michael K. Longinotti

Agreed to and accepted as of November 12, 2008. 

_______________________________ for Gryphon Gold Corporation