Gryphon Gold Corporation: Exhibit 10.9 - Prepared by TNT Filings Inc.




  




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 provide
consulting services ("Services") to Gryphon. 

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

1. 

Longinotti shall
act as a accounting and financial advisor to Gryphon and shall perform such
Services as are required by Gryphon, including the following: 

a) 

Assist in the
debt and equity financing of the Company, 

b) 

Assist with
ongoing accounting, including check signing, reconciliation of bank accounts,
review of monthly and quarterly reports, attend audit committee and board
meetings as required by Gryphon, 

c) 

Provide
accounting advise regarding US generally accepted accounting principals as it
applies to the books and records of Gryphon and when necessary advise the
company on the application of those principals, 

d) 

Assist with the
preparation and review of press releases and other public documents, 

e) 

Act in the
capacity of Chief Financial Officer (CFO), 

f) 

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

g) 

Assist in the
maintenance of relationships with key shareholders of and prospective investors
in the Company, and, 

h) 

Perform other
associated duties as instructed by the CEO or Controller. 

2. 

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

3. 

The compensation
payable to Longinotti by Gryphon during the term of this Agreement shall be as
follows: 

a) 

Actual hours
spent will be reimbursed at a rate of Cdn$90 per hour, billed monthly, such
amounts paid monthly in arrears, 

b) 

Actual
necessary and customary out of pocket expenses incurred by Longinotti in the
discharge of these duties will be reimbursed at cost, such amounts paid monthly
in arrears. 



4. 


The term of this agreement shall be for a period
beginning on the 12 November 2008 and ending 12 months less a day thereafter
unless extended by mutual agreement in writing or terminated earlier in
accordance with this Agreement. Gryphon shall have the right to terminate this
Agreement and the engagement with Longinotti at any time during the term of this
Agreement upon 10 days notice in writing to Longinotti. Longinotti shall have
the right to terminate this Agreement and the engagement with Gryphon prior to
the end of the term of this Agreement upon 10 days notice in writing to Gryphon.


5. 


Longinotti shall be indemnified by Gryphon to the
extent and in the manner set out in Schedule A attached hereto, which is
incorporated herein by reference. 

6. 


Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be sufficiently
given to: 

a) 

Mr. John Key,
CEO, Gryphon Gold Corporation, 1130 West Pender Street, Suite 800, Vancouver, BC
V6E 4A4; 

b) 

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



7. 


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

8. 

Each party's
interests and rights under this Agreement may only be assigned or transferred
upon the written consent of the other party and only if there is no change in
beneficial ownership, such consent not to be unreasonably withheld. This
Agreement is binding upon and inures to the benefit of the parties and their
proper heirs, personal representatives, and successors and assignees. 

Sincerely, 

/s/ Michael K. Longinotti                                        


Michael K. Longinotti 

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

The appointment of Michael K. Longinotti, on the terms and
conditions 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 to
indemnify and hold Michael K. Longinotti ("Longinotti") harmless from and
against any and all expenses, losses, claims, actions, damages or liabilities,
joint or several (including the aggregate amount paid in reasonable settlement
of any actions, suits, proceedings or claims and the reasonable fees and
expenses of counsel and other related expenses that may be incurred in
investigating or advising with respect to and/or defending any action, suit,
proceeding or claim that may be made against Longinotti, whether or not
resulting in liability) to which Longinotti may become subject or otherwise
involved in any capacity under any statute or common law or otherwise insofar as
such expenses' losses, claims, damages, liabilities or actions arise out of or
are based, directly or indirectly, upon the performance of professional services
rendered to the Indemnitor by Longinotti in connection with the matters referred
to in the attached letter agreement, provided, however, that this indemnity
shall not apply to the extent that a court of competent jurisdiction in a final
judgment 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 by
reason 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 final
judgment that has become non-appealable, then the Indemnitor shall contribute to
the 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 not
only the relative benefits received by the Indemnitor on the one hand and
Longinotti on the other hand but also the relative fault of the Indemnitor and
Longinotti, as well as any relevant equitable considerations provided that the
Indemnitor shall in any event contribute to the amount paid or payable by
Longinotti as a result of such expense, loss, claim, damage or liability any
excess of such amount over the amount of the fees received by Longinotti under
the attached letter agreement. The rights of contribution herein provided shall
be in addition to and not in derogation of any other right to contribution which
Longinotti may have by statute or otherwise by law. 

The Indemnitor agrees that in case any legal proceeding shall
be brought against the Indemnitor and/or Longinotti by any governmental
commission or regulatory authority or any other party or in case any stock
exchange or other entity having regulatory authority, either domestic or
foreign, shall investigate the Indemnitor and/or Longinotti or Longinotti shall
be required to testify in connection therewith or shall be required to respond
to procedures designed to discover information regarding, in connection with, or
by reason of the performance of professional services rendered to the Indemnitor
by Longinotti, Longinotti shall have the right to employ its own counsel in
connection therewith, and the reasonable fees and expenses of such counsel as
well as the reasonable costs (including an amount to reimburse Longinotti for
time spent by the Personnel in connection therewith) and out-of-pocket expenses
incurred by Longinotti and the Personnel in connection therewith shall be paid
by the Indemnitor as they occur. 

Promptly after receipt of notice of the commencement of any
legal proceeding against Longinotti, or after receipt of notice of the
commencement of any investigation, which is based, directly or indirectly, upon
any matter in respect of which indemnification may be sought from the Indemnitor,
Longinotti will notify the Indemnitor in writing of the commencement thereof
and, throughout the course thereof, will provide copies of all relevant
documentation to the Indemnitor, will keep the Indemnitor advised of the
progress thereof and will discuss with the Indemnitor all significant actions
proposed. No settlement of any claim shall be made without the consent of the
Indemnitor and Longinotti. If the Indemnitor gives written notice of a
settlement of a specific claim, which settlement it is prepared to accept, and
Longinotti is unwilling to accept such settlement, the amount which the
Indemnitor is required to pay to the Longinotti in respect of that specific
claim shall be limited to an amount equal to the amount of such proposed
settlement plus the amount of all expenses for which the Longinotti would be
entitled to be reimbursed or indemnified as of the effective date of such
settlement. 



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


The foregoing provisions shall survive the completion of
services rendered under or any termination or purported termination of the
attached 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