ex10-7.htm


     

    EXHIBIT
10.7

    


    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 J. Scott Hazlitt ("Executive").

    


    RECITALS

    


    A.    Corporation
has engaged the services of Executive to provide the customary services of
a Vice President of Mine Development 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/ J/
Scott Hazlitt

      
        

      

    

    J. Scott
Hazlitt

     

     

    Address:

     

    9428 W.
Highway 50

    Salida.
CO 81201