ENGAGEMENT AGREEMENT

                                                                    Exhibit 10.1

                              ENGAGEMENT AGREEMENT

AGREEMENT made as of the 1st day of March 2006 between Capital Gold Corporation,
a Delaware Corporation having an office at 76 Beaver Street, 26th Floor, New
York, NY 10005 (hereinafter referred to as the "CORPORATION"), and Christopher
M. Chipman, an individual residing at 4014 Redwing Lane, Audubon, PA 19407
(hereinafter referred to as "CHIPMAN").

IN CONSIDERATION OF the premises and mutual covenants and conditions herein
contained, the CORPORATION and CHIPMAN hereby agree as follows:

1.    Engagement. The CORPORATION agrees to engage CHIPMAN, and CHIPMAN agrees
      to serve the CORPORATION as a Chief Financial Officer for the CORPORATION
      upon the terms and conditions hereafter set forth. The duties of CHIPMAN
      shall be consistent with his position as an executive, and shall be those
      duties customarily performed by an executive of his experience.

2.    Term. This Agreement becomes effective on March 1, 2006, and shall expire
      on February 28, 2007, with an option for an additional 12 months, if
      mutually agreed upon by both parties, subject to provisions of Article 6
      herein provided.

3.    Compensation And Other Benefits.

      (a)   For his services to the CORPORATION during the TERM, the CORPORATION
            shall pay CHIPMAN a fee ("Fee") at the annual base rate of Ninety
            Thousand ($90,000) Dollars payable at $7,500 per month.

      (b)   At the inception of this Agreement, the CORPORATION shall grant
            50,000 stock options at an exercise price of $0.34 per share to
            CHIPMAN at the same time and on the same terms and conditions as
            those granted to other employees and/or executives. Such Options
            shall vest at the rate of 10,000 stock options per month for every
            month that this Agreement is not terminated pursuant to sections 6
            below.

      (c)   As an independent contractor, CHIPMAN will not participate in the
            CORPORATION'S Group Medical program or 401K pension program.

4.    Services. CHIPMAN agrees to serve the CORPORATION faithfully and to the
      best of his ability, and shall devote fifty percent (50%) of his business
      time, attention and energies to the business of the CORPORATION during the
      regular business hours and at any other time during the week as reasonably
      requested by the CORPORATION and/or required by the demands of his
      position. All services required to be rendered by CHIPMAN may be rendered
      for the benefit of any of the CORPORATION'S affiliates or subsidiaries,
      but no liability shall attach to such affiliate or subsidiary for the
      payment of any compensation hereunder.


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5.    Expenses. During the period of his engagement, CHIPMAN will be reimbursed
      for his reasonable and necessary expenses incurred by him pursuant to his
      engagement hereunder, such expenses to include necessary travel and
      related costs incurred on behalf of the CORPORATION and in commuting to
      and from the CORPORATION's offices in New York as well as lodging expenses
      while in New York, NY, if necessary, upon submission of appropriate
      receipts or vouchers therefore.

6.    Termination.

      (a)   The CORPORATION may discharge CHIPMAN for cause at any time as
            provided herein. For purposes hereof, "cause" shall mean the willful
            engaging by CHIPMAN in illegal conduct or gross misconduct which is
            demonstrably and materially injurious to the CORPORATION. For
            purposes of this Agreement, no act, or failure to act, on CHIPMAN's
            part shall be deemed "willful" unless done, or omitted to be done,
            by CHIPMAN not in good faith and without reasonable belief that
            CHIPMAN's action or omission was in the best interest of the
            CORPORATION. Notwithstanding the foregoing, CHIPMAN shall not be
            deemed to have be