Exhibit
      4.7

     

    WARRANT

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. 

     

    BY
      VIRTUE
      OF THE LEGEND ABOVE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
      BE
      TRADED THROUGH THE FACILITIES OF CANADIAN STOCK EXCHANGES AND THIS CERTIFICATE
      WILL NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON CANADIAN
      STOCK EXCHANGES.

     

    CAPITAL
      GOLD CORPORATION

     

    WARRANT

     

    
      	
              Warrant
                No. 2008-SB-1

            	
              Date
                of Issuance: July 10, 2008

            


    

     

    Capital
      Gold Corporation, a Delaware corporation with an address at 76 Beaver Street,
      14th Floor, New York, NY 10005 (facsimile no. (212) 344-4537) (the “Company”),
      hereby certifies that, for value received, STANDARD
      BANK PLC,
      with an
      address of 25 Dowgate Hill, London EC4R 2SB, (facsimile no. +44 (0)20 7815
      4284)
      or its registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of 600,000
      shares
      of common stock, $.001 par value (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price equal to U.S. $0.852 per share (as adjusted from time to time
      as
      provided in Section 8, the “Exercise
      Price”),
      at
      any time and from time to time from and after the date hereof and through the
      two year anniversary hereof (the “Expiration
      Date”),
      and
      subject to the following terms and conditions:

     

    1. Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2. Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. Notwithstanding the foregoing, this Warrant is subject to the
      transfer restrictions set forth in the Legend at the top of this
      Warrant.

     

    3. Duration
      of Warrants.
      This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date hereof to and including the Expiration Date. At
      5:00 p.m., New York time on the Expiration Date, the portion of this Warrant
      not
      exercised prior thereto shall be and become void and of no value. 

     

    4. Exercise
      of Warrant.

     

    (a) Number
      of Shares Issuable upon Exercise.
      Subject
      to Section 9, from and after the Issuance Date through and including the
      Expiration Date, the Holder shall be entitled to receive, upon exercise of
      this
      Warrant in whole in accordance with the terms of subsection b or upon
      exercise of this Warrant in part in accordance with subsection c, shares of
      Common Stock, subject to adjustment pursuant to Section 8.

     

    (b) Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder by delivery of an original or
      facsimile copy of the form of exercise notice attached as Exhibit A hereto
      (the “Exercise Notice ") duly executed by the Holder and surrender of the
      original Warrant to the Company at its principal office or at the office of
      its
      Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
      transfer or by certified or official bank check payable to the order of the
      Company in US funds, in the amount obtained by multiplying the number of shares
      of Common Stock for which this Warrant is then exercisable by the Exercise
      Price
      then in effect. 

     

    (c) Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection b
      except that the amount payable by the Holder on such partial exercise shall
      be
      the amount obtained by multiplying (a) the number of whole shares of Common
      Stock designated by the Holder in the Exercise Notice by (b) the Exercise
      Price then in effect. On any such partial exercise, the Company, at its expense,
      will forthwith issue and deliver to or upon the order of the Holder hereof
      a new
      Warrant of like tenor, in the name of the Holder hereof or as the Holder (upon
      payment by the Holder of any applicable transfer taxes) may request, the whole
      number of shares of Common Stock for which such Warrant may still be
      exercised.

     

    (d) Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      the Holder any rights to which the Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to the Holder any such
      rights.


    
      
         

      

      
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    (e) Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) days thereafter, the Company at its expense (including
      the payment by it of any applicable issue taxes) will cause to be issued in
      the
      name of and delivered to the Holder hereof, or as the Holder (upon payment
      by
      the Holder of any applicable transfer taxes) may direct in compliance with
      applicable securities laws, a certificate or certificates for the number of
      duly
      and validly issued, fully paid and nonassessable shares of Common Stock to
      which
      the Holder shall be entitled on such exercise, together with any other stock
      or
      other securities and property (including cash, where applicable) to which the
      Holder is entitled upon such exercise. 

     

    5. Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, transfer agent fee or other incidental tax or expense in respect
      of the issuance of such certificates, all of which taxes and expenses shall
      be
      paid by the Company; provided, however, that the Company shall not be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant
      or
      receiving Warrant Shares upon exercise hereof.

     

    6. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity, if requested.
      Applicants for a New Warrant under such circumstances shall also comply with
      such other reasonable regulations and procedures and pay such other reasonable
      third-party costs as the Company may prescribe. If a New Warrant is requested
      as
      a result of a mutilation of this Warrant, then the Holder shall deliver such
      mutilated Warrant to the Company as a condition precedent to the Company’s
      obligation to issue the New Warrant.

     

    7. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      8). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable.

     

    
      
         

      

      
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    8. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      8.

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination. If any event requiring an
      adjustment under this paragraph occurs during the period that an Exercise Price
      is calculated hereunder, then the calculation of such Exercise Price shall
      be
      adjusted appropriately to reflect such event.

     

    (b) Pro
      Rata Distributions.
      If the
      Company, at any time while this Warrant is outstanding, distributes to all
      holders of Common Stock (i) evidences of its indebtedness, (ii) any security
      (other than a distribution of Common Stock covered by the preceding paragraph),
      (iii) rights or warrants to subscribe for or purchase any security, or (iv)
      any
      other asset (in each case, “Distributed
      Property”),
      then,
      at the request of any Holder delivered with the Holder’s exercise notice upon
      exercise of the Warrant, such Holder shall be entitled to receive, in addition
      to the Warrant Shares otherwise issuable upon such conversion, the Distributed
      Property that such Holder would have been entitled to receive in respect of
      such
      number of Warrant Shares had the Holder exercised the Warrant immediately prior
      to the record date fixed for determination of stockholders entitled to receive
      such distribution. 


    
      
         

      

      
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    (c) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding, (1) the Company effects any merger
      or consolidation of the Company with or into another Person, (2) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (3) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (4) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the “Alternate
      Consideration”).
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder’s request, any successor to the Company or surviving
      entity in such Fundamental Transaction shall, issue to the Holder a new warrant
      substantially in the form of this Warrant and consistent with the foregoing
      provisions and evidencing the Holder’s right to purchase the Alternate
      Consideration for the aggregate Exercise Price upon exercise thereof. The terms
      of any agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply with
      the provisions of this paragraph (c) and insuring that the Warrant (or any
      such
      replacement security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction.

     

    (d) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs
      (a) of this Section, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the adjusted number of Warrant Shares shall be the same as the aggregate
      Exercise Price in effect immediately prior to such adjustment.

     

    (e) Calculations.
      All
      calculations under this Section 8 shall be made to the nearest cent or the
      nearest 1/100th of a share, as applicable. The number of shares of Common Stock
      outstanding at any given time shall not include shares owned or held by or
      for
      the account of the Company, and the disposition of any such shares shall be
      considered an issue or sale of Common Stock.

     

    (f) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 8, the Company at
      its
      expense will promptly compute such adjustment in accordance with the terms
      of
      this Warrant and prepare a certificate setting forth such adjustment, including
      a statement of the adjusted Exercise Price and adjusted number or type of
      Warrant Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company’s Transfer Agent.


    
      
         

      

      
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    (g) Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, (ii) authorizes or approves,
      enters into any agreement contemplating or solicits stockholder approval for
      any
      Fundamental Transaction or (iii) authorizes the voluntary dissolution,
      liquidation or winding up of the affairs of the Company, then, except if such
      notice and the contents thereof shall be deemed to constitute material
      non-public information, the Company shall deliver to the Holder a notice
      describing the material terms and conditions of such transaction, at least
      20
      calendar days prior to the applicable record or effective date on which a Person
      would need to hold Common Stock in order to participate in or vote with respect
      to such transaction, and the Company will take all steps reasonably necessary
      in
      order to insure that the Holder is given the practical opportunity to exercise
      this Warrant prior to such time so as to participate in or vote with respect
      to
      such transaction; provided, however, that the failure to deliver such notice
      or
      any defect therein shall not affect the validity of the corporate action
      required to be described in such notice. Until the exercise of this Warrant
      or
      any portion of this Warrant, the Holder shall not have nor exercise any rights
      by virtue hereof as a stockholder of the Company (including without limitation
      the right to notification of stockholder meetings or the right to receive any
      notice or other communication concerning the business and affairs of the Company
      other than as provided in this Section 8).

     

    9. Limitation
      on Exercise.
      [Holder
      may individually elect to omit either or both of clauses (i) and (ii) of this
      Section 9 upon first issuance of the Warrant at the Closing Date.]

     

    (i) [Notwithstanding
      the foregoing, the Company shall not effect the exercise of this Warrant and
      no
      holder of this Warrant shall have the right to exercise this Warrant to the
      extent that after giving effect to such exercise, such Person (together with
      such Person's affiliates), would have acquired, through exercise of this Warrant
      or otherwise, beneficial ownership of a number of shares of Common Stock that,
      when added to the number of shares of Common Stock beneficially owned by such
      Person (together with such Person's affiliates), exceeds 4.99% of the number
      of
      shares of Common Stock outstanding immediately after giving effect to such
      exercise. For purposes of the foregoing sentence, the aggregate number of shares
      of Common Stock beneficially owned by such Person and its affiliates shall
      include the number of shares of Common Stock issuable upon exercise of this
      Warrant with respect to which the determination of such sentence is being made,
      but shall exclude shares of Common Stock which would be issuable upon (i)
      exercise of the remaining, unexercised portion of this Warrant beneficially
      owned by such Person and its affiliates and (ii) exercise or conversion of
      the
      unexercised or unconverted portion of any other securities of the Company
      beneficially owned by such Person and its affiliates (including, without
      limitation, any convertible notes, debentures or preferred stock) subject to
      a
      limitation on conversion or exercise analogous to the limitation contained
      herein. Except as set forth in the preceding sentence, for purposes of this
      paragraph, beneficial ownership shall be calculated in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended. Upon the written
      request of any Holder, the Company shall promptly, but in no event later than
      two (2) Business Days following the receipt of such notice, confirm in writing
      to any such holder the number of shares of Common Stock then outstanding. In
      any
      case, the number of outstanding shares of Common Stock shall be determined
      after
      giving effect to the exercise of Warrants by such holder and its affiliates
      since the date as of which such number of outstanding shares of Common Stock
      was
      last reported.]


    
      
         

      

      
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    (ii) [Notwithstanding
      the foregoing, the Company shall not effect the exercise of this Warrant and
      no
      holder of this Warrant shall have the right to exercise this Warrant to the
      extent that after giving effect to such exercise, such Person (together with
      such Person's affiliates), would have acquired, through exercise of this Warrant
      or otherwise, beneficial ownership of a number of shares of Common Stock that,
      when added to the number of shares of Common Stock beneficially owned by such
      Person (together with such Person's affiliates), exceeds 9.99% of the number
      of
      shares of Common Stock outstanding immediately after giving effect to such
      exercise. For purposes of the foregoing sentence, the aggregate number of shares
      of Common Stock beneficially owned by such Person and its affiliates shall
      include the number of shares of Common Stock issuable upon exercise of this
      Warrant with respect to which the determination of such sentence is being made,
      but shall exclude shares of Common Stock which would be issuable upon (i)
      exercise of the remaining, unexercised portion of this Warrant beneficially
      owned by such Person and its affiliates and (ii) exercise or conversion of
      the
      unexercised or unconverted portion of any other securities of the Company
      beneficially owned by such Person and its affiliates (including, without
      limitation, any convertible notes, debentures or preferred stock) subject to
      a
      limitation on conversion or exercise analogous to the limitation contained
      herein. Except as set forth in the preceding sentence, for purposes of this
      paragraph, beneficial ownership shall be calculated in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended. Upon the written
      request of any Holder, the Company shall promptly, but in no event later than
      two (2) Business Days following the receipt of such notice, confirm in writing
      to any such holder the number of shares of Common Stock then outstanding. In
      any
      case, the number of outstanding shares of Common Stock shall be determined
      after
      giving effect to the exercise of Warrants by such holder and its affiliates
      since the date as of which such number of outstanding shares of Common Stock
      was
      last reported.]

     

    10. No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share as reported by
      the
      Toronto Stock Exchange (or, if the shares are not then listed on the Toronto
      Stock Exchange, the OTC Bulletin Board) on the date of exercise.

     

    11. Exchange
      Act Filings.
      The
      Holder agrees and acknowledges that it shall have sole responsibility for making
      any applicable filings with the U.S. Securities and Exchange Commission pursuant
      to Section 13 and 16 of the Securities Exchange Act of 1934, as amended, as
      a
      result of its acquisition of this Warrant and the Warrant Shares and any future
      retention or transfer thereof.

     

    12. Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      herein prior to 5:00 p.m. (New York time) on a Business Day, (ii) the next
      Business Day after the date of transmission, if such notice or communication
      is
      delivered via facsimile at the facsimile number specified herein on a day that
      is not a Business Day or later than 5:00 p.m. (New York time) on any Business
      Day, (iii) the Business Day following the date of mailing, if sent by nationally
      recognized overnight courier service, or (iv) upon actual receipt by the party
      to whom such notice is required to be given. For purposes of this Warrant,
      “Business Day” means any days that are not weekends or Federal or New York State
      holidays.

     

    
      
         

      

      
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    13. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder’s last address as shown on the Warrant
      Register.

     

    14. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended in writing signed by the Company
      and the Holder and their successors and assigns. 

     

    (b) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of this
      Warrant and the transactions herein contemplated (“Proceedings”)
      (whether brought against a party hereto or its respective Affiliates, employees
      or agents) may be commenced in the state and federal courts sitting in the
      State
      of New York (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
      the
      New York Courts, located in the County of New York for the adjudication of
      any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any Proceeding, any claim that it is not personally subject to the
      jurisdiction of any New York Court, or that such Proceeding has been commenced
      in an improper or inconvenient forum. Each party hereto hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such Proceeding by mailing a copy thereof via registered or certified mail
      or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Warrant and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Warrant or
      the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of this Warrant, then the prevailing party in such
      Proceeding shall be reimbursed by the other party for its attorney’s fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.


    
      
         

      

      
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    (c) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (d) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be duly executed by its authorized officer
      as
      of the date first indicated above.

     

    
      	 	
              CAPITAL
                GOLD CORPORATION

            
	 	 	 
	 	
              By:
                

            	
              s/Gifford
                Dieterle

            
	 	
              Name:

            	
              Gifford
                Dieterle

            
	 	
              Title:

            	
              President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    EXERCISE
      NOTICE

     

    To
      Capital
      Gold Corporation:

     

    The
      undersigned hereby irrevocably elects to purchase _____________ shares of common
      stock, $.001 par value (“Common
      Stock”),
      of
      Capital Gold Corporation (the “Company”),
      pursuant to Warrant No. 2008-SB-1, originally issued July __, 2008 (the
“Warrant”),
      and
      encloses herewith U.S.$________ in cash, certified or official bank check or
      checks or other immediately available funds, which sum represents the aggregate
      Exercise Price (as defined in the Warrant) for the number of shares of Common
      Stock to which this Exercise Notice relates, together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.

     

    By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that (i) the aforesaid shares of Common Stock are being acquired for
      the
      account of the undersigned for investment and not with a view to, or for resale
      in connection with, the distribution thereof and that the undersigned has no
      present intention of distributing or reselling such shares; (ii) the undersigned
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision regarding its investment in the Company; (iii) the
      undersigned is experienced in making investments of this type and has such
      knowledge and background in financial and business matters that the undersigned
      is capable of evaluating the merits and risks of this investment and protecting
      the undersigned’s own interests; (iv) the undersigned is an “accredited
      investor” as defined in Regulation D under the Securities Act of 1933, as
      amended (the “Securities
      Act”);
      and
      (v) the undersigned understands that the shares of Common Stock issuable upon
      exercise of this Warrant have not been registered under the Securities Act,
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act, which exemption depends upon, among other things, the bona
      fide
      nature of the investment intent as expressed herein, and, because such
      securities have not been registered under the Securities Act, they must be
      held
      indefinitely unless subsequently registered under the Securities Act or an
      exemption from such registration is available; (v) the undersigned is aware
      that
      the aforesaid shares of Common Stock may not be sold pursuant to Rule 144
      adopted under the Securities Act unless certain conditions are met and until
      the
      undersigned has held the shares for the time period prescribed by Rule 144;
      and
      (vi) the undersigned agrees not to make any disposition of all or any part
      of
      the aforesaid shares of Common Stock unless and until there is then in effect
      a
      registration statement under the Securities Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement, or the undersigned has provided the Company with an opinion of
      counsel satisfactory to the Company, stating that such registration is not
      required.

    


    [By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 9 of this Warrant to which this notice
      relates.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (Exercise
      Notice Continued)

    


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of the undersigned or in such other
      name as is specified below: 


     

    
      	 	 	 
	 	
              (Please
                print name)

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
              (Please
                print address)

            	 
	 	 	 
	 	 	 
	 	
              (Please
                insert Social Security

            	 
	 	
              or
                Tax Identification Number)

            	 


    

    


    
      	
              Dated:
                _______________, ____

            	 
	 	 
	 	 
	 	
              (Signature
                of Holder)

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of Capital Gold Corporation to
      which the within Warrant relates and appoints ________________ attorney to
      transfer said right on the books of [___________] with full power of
      substitution in the premises.

     

    Dated: _______________,
      ____

     

    
      	 	 
	 	
              (Signature
                must conform in all respects to name of 

              holder
                as specified on the face of the Warrant)

            
	 	 
	 	 
	 	
              Address
                of Transferee

            
	 	 
	 	 
	 	 
	 	 
	 	 
	
              In
                the presence of: