ex10-6.htm


     

    EXHIBIT
10.6

    


    INDEMNITY
AGREEMENT

    


    THIS
INDEMNITY AGREEMENT is made and entered into this day of November 17, 2008 by
and between Capital Gold Corporation, a Delaware corporation (the
"Corporation"), and John Brownlie ("Management Consultant").

    


    RECITALS

    


    A.    Corporation
has engaged the consulting services of Management Consultant in connection with
the business of the Corporation; and

     

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

     

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

     

     

    AGREEMENT

    


    NOW,
THEREFORE, in consideration of professional services rendered to Corporation by
Management Consultant 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, the Corporation hereby
undertakes and agrees to indemnify and hold Management Consultant, including its
principals, 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 Management Consultant to
Corporation.  Without limiting the foregoing, the rights of indemnity
hereunder extend to an 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 Management Consultant 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 Management Consultant is, was or at any
time becomes a party, or is threatened to be made a party, by reason of the fact
that Management Consultant is, was or at any time becomes a director, officer,
employee, Management Consultant or other agent of Corporation, or is or was
serving or at any time serves at the request of the Corporation as a director,
officer, employee, Management Consultant or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.  However, Management Consultant understands and
acknowledges that this indemnity agreement shall neither relieve Management
Consultant of any of its duties and obligations under applicable
standards.

     

    2.    EXCLUSIONS.  This
indemnity agreement shall be interpreted and enforced to the fullest extent
allowed by law and the Bylaws of the 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 Management Consultant arising from or
relating to:

     

    


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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    (C)    sole
negligence of Management Consultant;

     

    3.    CONTINUATION
OF INDEMNITY. All obligations of indemnity of the Corporation herein in favor or
Management Consultant shall continue during the period Management Consultant is
engaged by the Corporation and shall continue thereafter so long as Management
Consultant 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 Management
Consultant was serving in the capacity referred to herein.

     

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

     

    5.    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

      
        

      

    

    Name: 
Gifford A. Dieterle

    Title:    
President and CEO

     

     

    /s/ John
Brownlie

      
        

      

    

    John
Brownlie, Management Consultant

     

    Address:

     

    6040 Puma
Ridge

    Littleton,
CO 80124