Exhibit
      10.30


**ENGAGEMENT
      AGREEMENT**





AGREEMENT
      effective as of the 1 st day of
      October, 2008 between Capital Gold Corporation, a Delaware Corporation having
      an
      office at 76 Beaver Street, 14 th Floor,
      New York, NY 10005 (hereinafter referred to as the “Company”), and John
      Brownlie, an individual residing at 6040 Puma Ridge, Littleton, Colorado 80124
      (hereinafter referred to as “Brownlie”).





This
      agreement (the “Agreement”) supersedes and replaces the executive employment
      agreement by and between the Company and Brownlie originally dated May 1, 2006
      as subsequently amended August 29, 2007, November 13, 2007 and July 17,
      2008.





IN
      CONSIDERATION OF the
      premises and mutual covenants and conditions herein contained, the Company
      and
      Brownlie hereby agree as follows:





1.  Engagement .
      The
      Company agrees to engage Brownlie, and Brownlie agrees to serve the Company
      as
      the Chief Operating Officer for the Company upon the terms and conditions
      hereafter set forth. The duties of Brownlie shall be consistent with his
      position as Chief Operating Officer, and shall be those duties customarily
      performed by an executive of his experience. In this regard, unless and until
      Brownlie is notified otherwise by the Company, Brownlie’s duties shall include,
      among other things, serving as the President of Minera Santa Rita, S.A. de
      C.V.,
      a subsidiary of the Company incorporated in Mexico. Brownlie shall report to
      the
      President of the Company. During the term of engagement, Brownlie shall not
      directly or indirectly pursue any other business activity without the prior
      written consent of the President, with the exception of activity that does
      not
      materially interfere with his duties hereunder and passive personal investments
      not in breach of any other term or provision hereof. Brownlie agrees to travel
      to whatever extent is reasonably necessary in the conduct of the Company’s
      business, at the Company’s expense and pursuant to the Company’s standard
      policies and procedures.





2.  Term .
      This
      Agreement becomes effective as of October 1, 2008 and shall expire on August
      31,
      2009 (the Engagement Period”). Subject to the provisions of Section 7 herein,
      the Engagement Period shall automatically renew for successive one-year periods
      unless either party provides the other party with written notice of its intent
      not to renew at least thirty (30) days prior to the expiration of the then
      current Engagement Period.





3.  Compensation
      And Other Benefits.





(a)  *Base
      Fee* .
      For his
      services to the Company during the Engagement Period, the Company shall pay
      Brownlie a fee at the annual rate of not less than Two Hundred Seventy-Five
      Thousand ($258,750) Dollars (the “Annual Fee”) payable in equal monthly
      installments.





(b)  *Bonus* .
      Brownlie shall be eligible for any annual incentive bonus opportunity offered
      by
      the Company to executive officers of the Company as Brownlie’s level. In the
      event of any conflict between this Agreement and any incentive bonus plan
      adopted by the Company for its officers and employees, this Agreement shall
      control. The amount of this bonus, as well as the criteria necessary to earn
      a
      bonus, may be changed at any time by the Company and shall be within the sole
      discretion of the Company. All bonuses paid pursuant to this Agreement will
      be
      subject to applicable withholdings and deductions, if applicable, and will
      be
      paid no earlier than fifteen (15) days and no later than ninety (90) days after
      the Company’s fiscal year end for which the bonus is earned. If Brownlie’s
      engagement terminates, voluntarily or by the Company for Cause, prior to the
      last day of the fiscal year for which the bonus applies, Brownlie acknowledges
      that he is not entitled to any bonus not yet paid at the time of the termination
      because any such unpaid bonus will not be earned, vested, due, or owing.
      Brownlie hereby expressly forfeits and waives any such unpaid
      bonus.


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(c)  As
      an
      independent contractor, Brownlie will not participate in the Company’s Group
      Medical program or 401K pension program.





(d)  *Company
      Vehicle* .
      Brownlie shall be entitled to use one of the Company’s vehicles located on site
      at the Company’s property in Sonora, Mexico only as necessary to meet Brownlie’s
      duties and obligations hereunder. Brownlie may not utilize any vehicle owned
      by
      the Company for personal use unrelated to Brownlie’s duties and obligations
      hereunder.




4.  Independent
      Contractor .
      Nothing
      herein shall be construed to create an employer-employee relationship between
      the Company and Brownlie. Brownlie is an independent contractor and not an
      employee of the Company or any of its subsidiaries or affiliates. The
      consideration set forth in Section 3 shall be the sole consideration due
      Brownlie for the services rendered hereunder. It is understood that the Company
      will not withhold any amounts for payment of taxes from the compensation of
      Brownlie hereunder.





5.  Services .
      Brownlie agrees to serve the Company faithfully and to the best of his ability,
      and to devote substantially all of his business time, labor, skill, attention
      and best ability to the performance of his duties hereunder in a manner which
      will faithfully and diligently further the business and interests of the
      Company. All services required to be rendered by Brownlie may be rendered for
      the benefit of any of the Company’s affiliates or subsidiaries, but no liability
      shall attach to such affiliate or subsidiary for the payment of any compensation
      hereunder.





6.  Expenses .
      During
      the period of his engagement, Brownlie will be reimbursed for his reasonable
      and
      necessary documented expenses incurred by him pursuant to his engagement
      hereunder, as they are incurred.





7.  Termination.





(a)  *Termination
      for Cause* .
      The
      Company may discharge Brownlie for: (i) failure or refusal to perform the
      services required hereunder; (ii) a material breach by Brownlie of any of the
      terms of this Agreement; or (iii) Brownlie’s conviction of a crime that either
      results in imprisonment or involves embezzlement, dishonesty, or activities
      injurious to the Company or its reputation. Whether Cause exists under this
      Agreement shall be determined by the Company in its reasonable
      discretion.


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(b)  *Without
      Cause* .
      This
      Agreement may be terminated by the Company without Cause at any time, such
      termination to be effective thirty (30) days after Brownlie’s receipt of written
      notice from the Company. Should the Company terminate the Agreement without
      cause, one year’s Base Fee shall be paid in full.





(c)  *Death
      or Disability* .
      This
      Agreement shall terminate upon the death or disability of Brownlie. For purposes
      of this subsection (c), “disability” shall mean the inability of


Brownlie
      effectively to substantially provide the services hereunder by reason of any


medically
      determinable physical or mental impairment which can be expected to result
      in


death
      or
      which has lasted or can be expected to last for a continuous period of not
      less
      than


twelve
      (12) months.





(d)  *Resignation* .
      Brownlie shall have the right to terminate this Agreement upon not less than
      sixty (60) days prior written notice of termination.





(e)  *Material
      Breach.* This
      Agreement may be terminated by Brownlie for a material breach by the Company
      of
      any of the terms of this Agreement, upon thirty (30) days’ written notice
      specifying the breach, and failure of the Company to either (i) cure or
      diligently commence to cure the breach within the 30-day notice period, or
      (ii)
      dispute in good faith the existence of the material breach.





(f)  *Change
      of Control* .
      The
      Agreement can be terminated Upon a Change of Control as defined in the November
      13, 2007 Agreement Regarding Change In Control (“Change In Control Agreement”)
      entered into by and between the Company and Brownlie. The Change In Control
      Agreement, is hereby amended as follows and, as amended, remains in effect:
      Sections 2.1 and 6 thereof are amended to exclude the Company’s termination of
      Brownlie due to Brownlie’s death as a basis for Brownlie’s entitlement to Change
      In Control Benefits . All references to Brownlie’s salary are changed to
      Brownlie’s Annual Fee.





(g)  *Section
      409A* .





(i)
      Anything in this Agreement to the contrary notwithstanding, if on the date
      of
      termination of Brownlie’s services with the Company, as a result of such
      termination, Brownlie would receive any payment that, absent the application
      of
      this Section 7(g)(i), would be subject to interest and additional tax imposed
      pursuant to Section 409A(a) of the Code as a result of the application of
      Section 409A(2)(B)(i) of the Code, then such payment shall be payable on the
      date that is the earliest of (A) six (6) months after Brownlie’s termination
      date, (B) Brownlie’s death or (C) such other date as will not result in such
      payment being subject to such interest and additional tax.





(ii)
      It
      is the intention of the parties that payments or benefits payable under this
      Agreement not be subject to the additional tax imposed pursuant to Section
      409A
      of the Code. To the extent such potential payments or benefits could become
      subject to such Section, the parties shall cooperate to amend this Agreement
      with the goal of giving Brownlie the economic benefits described herein in
      a
      manner that does not result in such tax being imposed.


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8.  Effect
      of Termination .





(a)  In
      the
      event that this Agreement is terminated for "cause" pursuant


to
      subsection 7(a), the Company shall pay Brownlie, at the time of such
      termination, only the fees and any reasonable and necessary business expenses
      incurred by him in connection with his services (less any applicable
      withholdings and deductions), all due and payable to him through the date of
      the
      termination of this Agreement.





(b)  In
      the
      event that this Agreement is terminated without cause pursuant


to
      subsection 7(b), the Company shall pay Brownlie a cash termination payment
      equal
      to Brownlie’s Annual Fee in effect upon the date of termination, payable in
      equal monthly installments beginning in the month following Brownlie’s
      termination. Such termination payments shall cease immediately in the event
      that
      Brownlie violates any provision of Sections 9 and/or 10 herein. In addition,
      the
      Company shall pay Brownlie any reasonable and necessary business expenses
      incurred by Brownlie in connection with his duties, all to the date of
      termination and payable in a lump sum, less any applicable holdings and
      deductions, as soon as administratively practicable following Brownlie’s
      termination.





(c)  In
      the
      event this Agreement is terminated at his election pursuant to subsection 7(d)
      or due to Brownlie’s death or disability pursuant to subsection 7(c), the
      Company shall pay to Brownlie, the same amount as provided for in subsection
      8(a) above, in the same manner as provided for therein.





(d)  In the
      event this Agreement is terminated for material breach by Brownlie pursuant
      to
      subsection 7(e), the Company shall pay to Brownlie termination payments in
      an amount equal to three (3) months’ of Brownlie’s Annual Fee plus an amount
      equal to one (1) month of the Annual Fee for each full year of Brownlie’s
      engagement after Brownlie’s first year of providing services to the Company,
      less applicable holdings and deductions, after the date such notice is given.
      Such termination payments shall be paid in equal monthly installments to
      Brownlie beginning in the month following Brownlie’s termination. Such
      termination payments shall be paid so long as Brownlie is not in breach of
      any
      term of this Agreement, including, without limitation, Sections 9 and 10 hereof.
      In addition, the Company shall pay to Brownlie all accrued fees and any
      reasonable and necessary business expenses incurred by Brownlie in connection
      with his duties, all to the date of termination and payable in a lump sum,
      less
      applicable holdings and deductions, as soon as administratively practicable
      following Brownlie’s termination.





(e)  In
      the
      event of a Termination Upon a Change of Control as defined in the Change In
      Control Agreement, the Company’s obligation to Brownlie shall be as set forth in
      the Change In Control Agreement.





9.  Confidentiality .





(a)
      The
      term “Confidential Information” shall include, but not be limited to, the whole
      or any portion or phase of (i) any confidential, or proprietary or trade secret,
      technical, business, marketing or financial information, whether pertaining
      to
      (1) the Company or its Affiliates, (2) its or their suppliers, or (3) any third
      party which the Company or its Affiliates is under an obligation to keep
      confidential including, but not limited to, methods, know-how, techniques,
      systems, processes, software programs, works of authorship, supplier lists,
      projects, plans, and proposals, and (ii) any software programs and programming
      prepared for the Company’s benefit whether or not developed, in whole or in part
      by Brownlie. For purposes of this Agreement, “Confidential Information” shall
      include, but shall not be limited to, strategies, analysis, concepts, ideas,
      or
      plans; operating techniques; demographic and trade area information; prospective
      site locations know-how; improvements; discoveries, developments; designs,
      techniques, procedures; methods; machinery, devices; drawings; specifications;
      forecasts; new products; research data, reports, or records; marketing or
      business development plans, strategies, analysis, concepts or ideas; contracts;
      general financial information about or proprietary to the Company, including,
      but not limited to, unpublished financial statements, budgets, projections,
      licenses, and costs; pricing; personnel information; and any and all other
      trade
      secrets, trade dress, or proprietary information, and all concepts or ideas
      in
      or reasonably related to the Company’s business. All such Confidential
      Information is extremely valuable and is intended to be kept secret to the
      Company; is the sole and exclusive property of the Company or its Affiliates;
      and, is subject to the restrictive covenants set forth herein. The term
      Confidential Information shall not include any information generally available
      to the public or publicly disclosed by the Company (other than by the act or
      omission of Brownlie), information disclosed to Brownlie by a third party under
      no duty of confidentiality to the Company or its Affiliates, or information
      required by law or court order to be disclosed by Brownlie.


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(b)
      Brownlie shall not, without the Company’s prior written approval, use, disclose,
      or reveal to any person or entity any of the Company’s Confidential Information,
      except as required in the ordinary course of performing duties hereunder.
      Brownlie shall not use or attempt to use any Confidential Information in any
      manner which has the possibility of injuring or causing loss, whether directly
      or indirectly, to the Company or any of its Affiliates.





(c)
      In
      the event that Brownlie’s engagement with the Company is terminated for any
      reason whatsoever, he shall return to the Company, promptly upon the Company’s
      written request therefore, any documents, photographs, tapes, discs, memory
      devices, and other property containing Confidential Information which were
      received by him during his engagement, without retaining copies
      thereof.





10.  Non-Competition;
      Non-Solicitation; Anti-Raiding; Non-Disparagement .
      Without
      the prior written approval of the Chief Executive Officer or the President
      of
      the Company, Brownlie shall not, directly or indirectly, during his engagement
      and until the end of one hundred eighty (180) days after termination of
      engagement (however such termination occurs, including, without limitation,
      termination pursuant to Section 7(a), 7(b), 7(c), 7(d) or 7(g)):





(a)
      Engage in a “Competing Business’’ in the “Territory”, as those terms are defined
      below, whether as a sole proprietor, partner, corporate officer, employee,
      director, shareholder, consultant, agent, independent contractor, trustee,
      or in
      any other manner by which Brownlie holds any beneficial interest in a Competing
      Business, derives any income from any interest in a Competing Business, or
      provides any service or assistance to a Competing Business. “Competing Business”
shall mean any business that mines or produces minerals which is competitive
      with the business of the Company or any of its Affiliates (defined below),
      as
      conducted or under development at any time during the term of engagement.
“Affiliates” shall mean any entity controlled by or under common control with
      the Company or any joint venture, partnership or other similar entity to which
      the Company is a party. “Territory” shall mean anywhere in the state of Sonora,
      Mexico. The provisions of this Section 10 will not restrict Brownlie from
      owning less than five percent of the outstanding stock of a publicly-traded
      corporation engaged in a Competing Business;


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(b)
      Acquire, lease or otherwise obtain or control any beneficial, direct or indirect
      interest in mineral rights, or other rights or lands necessary to develop,
      any
      mineral property in which the Company or any of its Affiliates at the time
      of
      termination as a beneficial interest or is actively seeking to acquire, or
      that
      is within a distance of five (5) kilometers from any point on the outer
      perimeter of any such property in which the Company or any of its affiliates
      has
      a beneficial interest or that it is seeking to acquire;





(c)
      Conduct any exploration or production activities or otherwise work on or in
      respect of any mineral property within a distance of five (5) kilometers from
      any point on the outer perimeter of any mineral property in which the Company
      or
      any of its affiliates then has a beneficial interest or is actively seeking
      to
      acquire;





(d)
      (i) Contact or solicit, or direct or assist others to contact or solicit,
      for the purpose of promoting any person’s or entity’s attempt to compete with
      the Company or any of its Affiliates, in any business carried on by the Company
      or any of its Affiliates during the period in which Brownlie was a consultant
      of
      the Company, any suppliers, independent contractors, vendors, or other business
      associates of the Company or any of its Affiliates that were existing or
      identified prospective suppliers, independent contractors, vendors, or business
      associates during such period, or (ii) otherwise interfere in any way in
      the relationships between the Company or any of its Affiliates and their
      suppliers, independent contractors, vendors, and business
      associates;





(e)
      (i) Solicit, offer engagement to, otherwise attempt to hire, or assist in
      the hiring of any employee or officer of the Company or any of its Affiliates;
      (ii) encourage, induce, assist or assist others in inducing any such person
      to terminate his or her engagement with the Company or any of its Affiliates;
      or
      (iii) in any way interfere with the relationship between the Company or any
      of its Affiliates and their employees; or





(f)
      Make
      any public statement or perform or do any other act prejudicial or injurious
      to
      the reputation or goodwill of the Company or any of its Affiliates or otherwise
      interfere with the business of the Company or any of its
      Affiliates.





11.  Acknowledgments .
      Brownlie acknowledges that the covenants contained in Sections 9 and 10,
      including those related to duration, geographic scope, and the scope of
      prohibited conduct, are reasonable and necessary to protect the legitimate
      interests of the Company. Brownlie acknowledges that the covenants contained
      in
      Sections 9 and 10 are designed, intended, and necessary to protect, and are
      reasonably related to the protection of, the Company’s trade secrets, to which
      he will be exposed and with which he will be entrusted. Specifically, without
      limitation, Brownlie is entrusted with trade secrets regarding: the strategic
      planning initiatives; business development plans; budgets; financial
      information; management training; future business plans; and operational
      strategies and procedures. Brownlie understands that any breach of
      Sections 9 or 10 will also constitute a misappropriation of the Company’s
      proprietary rights, and may constitute a theft of the Company’s trade secrets
      under applicable local, state, and federal statutes, and will result in a claim
      for injunctive relief, damages, and/or criminal sanctions and penalties against
      Brownlie by the Company, and possibly others.


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12.  Forfeiture
      of Profits Related to Option Exercises .
      If
      Brownlie breaches Section 9 or 10 of this Agreement, the Company shall have
      the
      right to repurchase any or all shares of common stock of the Company purchased
      by the Brownlie upon the exercise of options within the twelve (12)-month period
      immediately preceding the breach at the exercise price of the option, or if
      the
      Brownlie no longer holds such shares of common stock purchased on exercise
      of
      options, the Brownlie shall pay to the Company an amount equal to the gross
      profits that Brownlie received on the sale of such shares calculated as the
      aggregate sale price of such shares of common stock less the exercise price.
      Nothing contained in this Section 12 shall be construed as prohibiting the
      Company from pursuing any other remedies available to it in the event of the
      breach of Sections 9 or 10, including the equitable remedies set forth in
      Section 14.





13.  Non-Exclusivity
      of Rights .
      Amounts
      that are vested benefits or that Brownlie is otherwise entitled to receive
      under
      any plan, policy or program of, or contract or agreement with the Company at
      or
      subsequent to termination of engagement (however such termination occurs,
      including, without limitation, termination pursuant to Section 7(a), 7(b),
      7(c),
      7(d) or 7(g)) shall be payable in accordance with such plan, policy or program
      of, or any contract or agreement except as explicitly modified by this
      Agreement.





14.  Equitable
      Remedies .
      The
      services to be rendered by Brownlie and the Confidential Information entrusted
      to Brownlie as a result of his engagement by the Company are of a unique and
      special character, and any breach of Sections 9 or 10 will cause the Company
      immediate and irreparable injury and damage, for which monetary relief would
      be
      inadequate or difficult to quantify. the Company will be entitled to, in
      addition to all other remedies available to it, injunctive relief and specific
      performance to prevent a breach and to secure the enforcement of Sections 9
      or
      10. Brownlie acknowledges that injunctive relief may be granted immediately
      upon
      the commencement of any such action without notice to Brownlie and in addition
      may recover monetary damages. In the event a court requires posting of a bond,
      the parties agree to a maximum $5,000 bond. Brownlie further acknowledges that
      his duties under this Agreement shall survive termination of his engagement,
      whether the termination is voluntary or involuntary, rightful or wrongful,
      and
      shall continue until the Company consents in writing to the release of
      Brownlie’s obligations under this Agreement. The parties further agree that the
      provisions of Sections 9 and 10 are separate from and independent of the
      remainder of this Agreement and that these provisions are specifically
      enforceable by the Company notwithstanding any claim made by Brownlie against
      the Company.





15.  Attorney’s
      Fees .
      In the
      event Brownlie breaches, or threatens to breach, any provision of this
      Agreement, Brownlie acknowledges that he shall be solely and fully responsible
      for all fees and costs, including without limitation, all attorney’s fees and
      costs, incurred by the Company in enforcing this Agreement if the Company is
      the
      prevailing party in any litigation.


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16.  Entire
      Agreement; Amendments .
      This
      Agreement (including all exhibits and the Change In Control Agreement)
      constitute the entire understanding between the parties with respect to the
      subject matter herein and therein, and they supersede any prior or
      contemporaneous understandings or agreements. This Agreement may be amended,
      supplemented, or terminated only by a written instrument duly executed by each
      of the parties.





17.  Headings .
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      affect its interpretation. References to Sections are to Sections of this
      Agreement.





18.  Gender;
      Number .
      Words
      of gender may be read as masculine, feminine, or neuter, as required by context.
      Words of number may be read as singular or plural, as required by
      context.





19.  Severability .
      The
      covenants in this Agreement shall be construed as independent of one another,
      and as obligations distinct from one another and any other contract between
      Brownlie and the Company. If any provision of this Agreement is held illegal,
      invalid, or unenforceable, such illegality, invalidity, or unenforceability
      shall not affect any other provisions hereof. It is the intention of the parties
      that in the event any provision is held illegal, invalid, or unenforceable,
      that
      such provision be limited and construed so as to effect the intent of the
      parties to the fullest extent permitted by applicable law. Any claim by Brownlie
      against the Company shall not constitute a defense to enforcement by the Company
      of this Agreement.





20.  Survival .
      The
      provisions of Sections 7, 9, 10, 11, 12, 13, 14, 15, 16, 19, 20, 21, 22, 23,
      24
      and 25 shall survive the termination of this Agreement.





21.  Notices .
      All
      notices, demands, waivers, consents, approvals, or other communications required
      hereunder shall be in writing and shall be deemed to have been given if
      delivered personally, if sent by facsimile with confirmation of receipt, if
      sent
      by certified or registered mail, postage prepaid, return receipt requested,
      or
      if sent by same day or overnight courier service to the following
      addresses:





(i)
            If
                to the Company, to:


Capital
      Gold Corporation


76
      Beaver
      Street, 14 th Floor


New
      York,
      NY 10005


Tel.
      No.:
      (212) 344-5158


Fax
      No..:
      (212) 344-4537


Attention:
      President





(ii)
            If
                to Brownlie, to:


John
      Brownlie


6040
      Puma
      ridge


Littleton,
      CO 80124


Tel.
      No.:
      (303) 379-8063


Fax
      No.:
      (303) 379-8063


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Notice
      of
      any change in any such address shall also be given in the manner set forth
      above. Whenever the giving of notice is required, the giving of such notice
      may
      be waived by the party entitled to receive such notice.





22.  Waiver .
      The
      failure of any party to insist upon strict performance of any of the terms
      or
      conditions of this Agreement shall not constitute a waiver of any of such
      party’s rights hereunder.





23.  Assignment .
      Other
      than as provided below, neither party may assign any rights or delegate any
      of
      obligations hereunder without the prior written consent of the other party,
      and
      such purported assignment or delegation shall be void; provided that the Company
      may assign the Agreement to any entity that purchases the stock or assets of,
      or
      merges with, the Company or any Affiliate. This Agreement binds, inures to
      the
      benefit of, and is enforceable by the successors and permitted assigns of the
      parties and does not confer any rights on any other persons or
      entities.





24.  Governing
      Law .
      This
      Agreement shall be construed and enforced in accordance with New York law except
      for any New York conflict-of-law principle that might require the application
      of
      the laws of another jurisdiction.





25.  Submission
      to Jurisdiction: Service: Waivers .
      With
      respect to any claim arising out of this Agreement, each party hereto (a)
      irrevocably submits, for itself and its property, to the jurisdiction of the
      state court located in the City and County of New York, New York, the federal
      court located in New York, New York, and appellate courts therefrom, (b) agrees
      that the venue for any suit, action or proceeding arising out of or relating
      to
      this Agreement shall be exclusive to and limited to such courts, and (c)
      irrevocably waives any objection it may have at any time to the laying of venue
      of any suit, action or proceeding arising out of or relating to this Agreement
      brought in any such court, irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in an
      inconvenient forum and further irrevocably waives the right to object, with
      respect to such claim, suit, action or proceeding brought in any such court
      that
      such court does not have jurisdiction over it. Each party irrevocably consents
      to the service of process in any suit, action or proceeding in any of the
      aforesaid courts by the mailing of copies of process to the other party or
      parties hereto, by certified or registered mail at the address specified in
      Section 21.





**IN** ****** **WITNESS
      WHEREOF, this Agreement has been signed by the parties hereto**  **effective
      as of the date first above written.**





**CAPITAL
                GOLD CORPORATION****By:**
            **s/
                Gifford Dieterle****Gifford
                Dieterle, President****s/John
                Brownlie****John
                Brownlie**


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