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Amendment No. 3 To Amended And Restated Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

CAPITAL GOLD CORP | Capital Gold Corporation | Gammon Gold Inc

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Governing Law: New York     Date: 4/12/2011
Industry: Gold and Silver     Sector: Basic Materials

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Exhibit 10.1






This Amendment No. 3 (the “ Amendment ”) dated April 7, 2011, to that certain  Amended and Restated Engagement Agreement (the “ Agreement ”) effective as of the 1st day of January, 2009, as amended on July 19, 2010, between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “ Company ”), and Scott Hazlitt (hereinafter referred to as “ Executive ”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.


Pursuant to Section 10 of Exhibit A of the Agreement, Company and Executive hereby agree to amend the Agreement, effective on the date hereof, as follows:


1.            Section 3(a).                                Section 3(a) of Exhibit A to the Agreement relating to change in control payments is hereby amended in its entirety as follows:


(a)  Executive shall be entitled to a lump sum payment payable at the sole election of Gammon Gold Inc. (“Gammon”) in common shares of Gammon or in cash (the “Change of Control Payment”); provided, however, that Gammon shall make such Change of Control Payment in cash if the Toronto Stock Exchange (the “TSX”) does not approve such payment in Gammon common shares, and in either case, such Change of Control Payment shall be made no later than June 8, 2011, unless extended by the mutual agreement of the parties in an amount equal $1,364,236, which is the sum of:


(i)  three times the Executive’s base salary in effect on the date of the Change in Control or, or if greater, as in effect immediately prior to the date of termination; plus


(ii)  three times the Executive’s bonus award for the year immediately preceding the year of the Change in Control.


If such Change of Control Payment is to be made in Gammon common shares, the number of Gammon common shares to be paid to Executive shall be determined by dividing the total cash value of the payment set forth in (i) and (ii) above by the volume weighted average price of Gammon common stock on the New York Stock Exchange for the five trading days immediately preceding the closing date of the merger (the “Merger”) between Gammon and the Company (or at such other price as is required by the TSX), and the shares shall be delivered in book-entry form and shall be available to Executive for immediate trading on the due date or as soon as practicable thereafter.  Such shares shall be delivered to Executive electronically, provided that Executive has provided Gammon with all necessary broker instructions at least three business days before the payment date.  Gammon shall use its reasonable best efforts to ensure that Executive is not provided with any material non-public information, other than as necessary to perform the services contemplated hereunder.  Such Gammon comm

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