Unassociated Document


    EXHIBIT
10.8

    


    
      INDEMNITY AGREEMENT

      


      THIS INDEMNITY AGREEMENT is made and
entered into this day of September 18, 2008 by and between Capital Gold Corporation, a Delaware corporation (the
"Corporation"), and Christopher M. Chipman ("Executive").

      


      RECITALS

      


      A.  Corporation has engaged the services of Executive to provide the customary services of
Chief Financial
Officer of a public company in connection with the business of
Corporation; and

       

      B.  Corporation has agreed to provide
certain indemnity to Executive in connection with services requested from and provided by
Executive to Corporation; and

       

      C.  The parties desire, by this writing, to
memorialize said indemnity agreement.

       

      


      AGREEMENT

      


      NOW, THEREFORE, in consideration of
executive services rendered to Corporation by
Executive and for other good and valuable consideration, it
is agreed as follows:

       

      1.  INDEMNITY.  Subject only to
the exclusions set forth in Section 2 below, Corporation hereby undertakes and agrees to
indemnify and hold Executive, including his, employees and agents, harmless
from and against any and
all claims, suits, damages, losses, costs, liabilities, fees and expenses
suffered or incurred from or as a result of services by Executive to Corporation in such capacity commencing with his
initial engagement as Corporation’s Vice President of Mine
Development.  Without limiting the
foregoing, the rights of indemnity hereunder extend to and include protection against any and all expenses
(including attorneys' fees), witness fees, damages, judgments, fines and amounts
paid in settlement and any
other amounts that Executive becomes legally obligated to pay
because of any third party’s claim or claims made against or by him
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, arbitrational, administrative or
investigative to which Executive is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Executive is, was or at any time becomes a
director, officer, employee, Executive or other agent of Corporation, or is or was
serving or at any time serves at the request of Corporation as a director, officer,
employee, outside accountant or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.  However,
Executive understands and acknowledges that this
indemnity agreement shall
not limit or affect
Executive’s liability towards
Corporation.

       

      2.  EXCLUSIONS.  This indemnity
agreement shall be interpreted and enforced to the fullest extent allowed by law and the Bylaws of
Corporation (as the same may from time to
time be amended, provided that no amendment shall provide narrower rights than
those permitted by the Bylaws as of the date hereof), but shall not extend to
any loss, cost, expense or liability of Executive arising from or relating
to:

       

      


          (A) fraudulent, illegal or intentional and
deliberately dishonest actions or conduct of Executive;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

          (B) conduct that resulted in personal profit
or advantage to which Executive was not legally entitled;
or

       

          (C) sole negligence of Executive;

       

      3.  CONTINUATION OF INDEMNITY.  All
obligations of indemnity of Corporation herein in favor of Executive shall continue during the period
Executive is engaged by Corporation and shall continue thereafter so
long as Executive shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the fact
that Executive was serving in the capacity referred to
herein.

       

      4.  DIRECTOR & OFFICERS (“D&O”) INSURANCE
COVERAGE.  Executive shall be entitled to be a named insured under
Corporation's D&O Insurance
coverage.

       

      5.  GOVERNING LAW.  This Agreement
shall be interpreted and enforced in accordance with the laws of the State of
New York.

       

      6.  AMENDMENT AND TERMINATION.  No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both parties hereto.

       

      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on and as of the day and year first above
written.

       

      
        
          	 	Capital
      Gold Corporation	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Gifford A. Dieterle 	 
	 	 	Gifford A. Dieterle, Chairman and
      President 	 
	 	 	 	 


        

      

      

        
          	 	 	 	 
	
                   

                	
                   

                	/s/
      Christopher M. Chipman 	 
	 	 	Christopher
      M. Chipman 	 
	 	 	 	 
	 	 	 	 
	 	 	
                    Address:
      

                   

                    4014 Redwing
      Lane

                    Audubon, PA 19403