Exhibit
      10.3


    


     

    APOLLO
      GOLD CORPORATION

     

    -
      and
      -

     

    APOLLO
      GOLD, INC.

     

    -
      and
      -

     

    THE
      CANADA TRUST COMPANY

     

    December
      13, 2004

     

    
      
        

      

    

     

    FIRST
      SUPPLEMENTAL INDENTURE

     

     

    to

     

    TRUST
      INDENTURE PROVIDING FOR THE ISSUE OF UP TO U.S.$12,500,000 IN PRINCIPAL AMOUNT
      OF 12% SERIES 2004-B CONVERTIBLE SECURED DEBENTURES 

     

     

     

      
        

      

       

    

    Fogler,
      Rubinoff LLP

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS
      Apollo
      Gold Corporation (the "Corporation"),
      Apollo Gold, Inc. ("AGI")
      and
      The Canada Trust Company (the "Trustee")
      have
      entered into a trust indenture (the "Trust
      Indenture")
      dated
      November 4, 2004, providing for the issue of up to U.S.$12,500,000 in principal
      amount of 12% series 2004-B convertible secured debentures (the "Debentures");

     

    AND
      WHEREAS
      pursuant
      to section 14.1(e) of the Trust Indenture, the Corporation, AGI and the Trustee
      desire to alter the conversion provisions of the Debenture that may be issued
      to
      RAB Special Situations LP or its successors or any of their respective nominees
      (collectively, "RAB")
      and
      make a modification to the form of Debenture that may be issued to RAB (the
      "RAB
      Debenture");

     

    AND
      WHEREAS capitalized
      terms used but not defined herein have the meanings ascribed thereto in the
      Trust Indenture;

     

    NOW
      THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES
      and it
      is hereby covenanted, agreed and declared as follows:

     

    
      	1.  	
              Amendment
                to Article 4

            


    

     

    
      	(a)  	
              Notwithstanding
                Article 4 of the Trust Indenture, RAB shall not be permitted to convert
                the Debenture, in whole or in part, into Common Shares, and the
                Corporation shall not give effect to any such conversion, if, after
                giving
                effect to such conversion, RAB, together with any person or company
                acting
                jointly or in concert with RAB (the "Joint
                Actors")
                would in the aggregate beneficially own, or exercise control or direction
                over that number of voting securities of the Corporation which is
                twenty
                percent (20%) or greater of the total issued and outstanding voting
                securities of the Corporation, immediately after giving effect to
                such
                conversion. For greater certainty, the RAB Debenture shall not be
                convertible by RAB, in whole or in part, into Common Shares, and
                the
                Corporation shall not give effect to any such conversion, if, after
                giving
                effect to such conversion, RAB, together with its Joint Actors, would
                be
                deemed to hold a number of voting securities sufficient to materially
                affect the control of the Corporation.


            


    

     

    
      	(b)  	
              Prior
                to converting the Debenture into Common Shares, RAB shall provide
                the
                Trustee with an officer's certificate stating the number of voting
                securities of the Corporation held by RAB and its Joint Actors as
                of the
                date provided for in the conversion form (the "Officer's
                Certificate").
                

            


    

     

    
      	(c)  	
              The
                Trustee shall promptly forward the Officer's Certificate to the
                Corporation and the Corporation shall be entitled to rely on the
                Officer's
                Certificate in making any determination regarding the total issued
                and
                outstanding voting securities of the Corporation to be held by RAB
                and its
                Joint Actors after giving effect to the
                conversion.

            


    

     

    
      	(d)  	
              The
                Corporation shall promptly notify the Trustee in writing in a Certificate
                of the Corporation of the actual principal amount of the RAB Debenture
                that has been converted based on the determination made by the Corporation
                in accordance with this Section 1,
                and the Trustee shall be entitled to rely conclusively on the Certificate
                of the Corporation regarding the principal amount of the RAB Debenture
                that has been converted.

            


    

     

    
      	(e)  	
              The
                Trustee shall promptly notify the Holder of the RAB Debenture of
                the
                actual principal amount of the RAB Debenture that has been converted
                based
                on the Certificate of the Corporation delivered to the Trustee pursuant
                to
                Section 1(d)
                above.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	2.  	
              Amendment
                to RAB Debenture

            


    

     

    The
      following language shall be added to the RAB Debenture:

     

    "Notwithstanding
      anything contained herein to the contrary, the rights represented by this
      Debenture shall not be convertible by the holder, in whole or in part, into
      Common Shares, and the Corporation shall not give effect to any such conversion,
      if, after giving effect to such conversion, the holder, together with any person
      or company acting jointly or in concert with the holder (the "Joint Actors")
      would in the aggregate beneficially own, or exercise control or direction over
      that number of voting securities of the Corporation which is twenty percent
      (20%) or greater of the total issued and outstanding voting securities of the
      Corporation, immediately after giving effect to such conversion. For greater
      certainty, the rights represented by this Debenture shall not be convertible
      by
      the holder, in whole or in part, into Common Shares, and the Corporation shall
      not give effect to any such conversion, if, after giving effect to such
      conversion, the holder, together with its Joint Actors, would be deemed to
      hold
      a number of voting securities sufficient to materially affect the control of
      the
      Corporation. Prior to exercising the rights represented by this Debenture,
      the
      holder shall provide the Trustee with an officer's certificate stating the
      number of voting securities of the Corporation held by the holder and its Joint
      Actors as of the date provided for in the conversion form (the "Officer's
      Certificate") and the Corporation shall be entitled to rely on the Officer's
      Certificate in making any determinations regarding the total issued and
      outstanding voting securities of the Corporation to be held by the Holder and
      its Joint Actors after giving effect to the conversion."

     

    
      	3.  	
              Ratification
                of Indenture; Supplemental Indenture Part of Trust
                Indenture

            


    

     

    Except
      as
      expressly amended hereby, the Trust Indenture is in all respects ratified and
      confirmed and all the terms, conditions and provisions thereof shall remain
      in
      full force and effect.

     

    
      	4.  	
              Application
                to Assignees of RAB

            


    

     

    
      	(a)  	
              If
                RAB transfers or assigns its beneficial interest in any portion of
                the RAB
                Debenture to any person, RAB shall, in addition to complying with
                Section
                6.6.1 of the Trust Indenture, deliver to the Trustee and the Corporation
                an officer's certificate of RAB stating whether the proposed transferee
                is
                a Joint Actor of RAB (the "Officer Transfer
                Certificate").

            


    

     

    
      	(b)  	
              Application
                of Amended Language in Replacement
                Debenture

            


    

     

    
      	(i)  	
              If
                the Officer Transfer Certificate states that a proposed transferee
                is a
                Joint Actor of RAB, the new debenture certificate to be issued to
                the
                transferee in replacement of the RAB Debenture certificate surrendered
                for
                cancellation pursuant to Section 6.6.1 of the Trust Indenture shall
                contain the additional language as set out in Section 2
                herein.

            


    

     

    
      	(ii)  	
              If
                the Officer Transfer Certificate states that a proposed transferee
                is not
                a Joint Actor of RAB, the new debenture certificate to be issued
                to the
                transferee in replacement of the RAB Debenture certificate surrendered
                for
                cancellation pursuant to Section 6.6.1 of the Trust Indenture shall
                not
                contain the additional language as set out in Section 2
                herein notwithstanding Section 6.6.1 of the Trust
                Indenture.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              The
                Trustee and the Corporation shall be entitled to rely on the Officer
                Transfer Certificate in making any determination regarding whether
                a
                replacement certificate issuable to any transferee of beneficial
                interest
                in any portion of the RAB Debenture shall contain the additional
                language
                as set out in Section 2
                herein.

            


    

     

    
      	5.  	
              Counterparts
                and Formal Date

            


    

     

    This
      supplemental indenture may be executed in several counterparts, each of which
      when so executed shall be deemed to be an original, and such counterparts
      together shall constitute one and the same instrument.

     

    
      	6.  	
              Facsimile
                or Electronic Execution

            


    

     

    This
      supplemental indenture may be executed by facsimile or electronic copy, each
      copy when so executed being deemed to be an original.

     

     

    SIGNATURE
      PAGE TO FOLLOW

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF
      the
      parties hereto have executed this supplemental indenture as of the date first
      written above.

    


    
      	 	 	 
	 	APOLLO
              GOLD CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              G. Michael Hobart
	 	
              
Authorized
              Signing Officer
	 	 
	 	I have the authority to bind the
              corporation.


    

     

    
      	 	 	 
	 	APOLLO
              GOLD, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Donald Vagstad
	 	
              
Authorized
              Signing Officer
	 	 
	 	I have the authority to bind the
              corporation.


    

     

    
      	 	 	 
	 	THE
              CANADA
              TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ Richard
              Morgan 
	 	 	
              

            
	 	By: 	/s/ Kathryn
              T. Thorpe
	 	
              

            
	 	We
              have
              the authority to bind the corporation.


    

    


    *
      * * *
      *

    


    ACKNOWLEDGEMENT
      AND AGREEMENT

    


    The
      foregoing First Supplemental Indenture is hereby acknowledged, agreed to and
      confirmed by the undersigned.

    


    RAB
      SPECIAL SITUATIONS LP,
      by its
      general partner, RAB
      PARTNERS LIMITED

     

    


    
      	By:	/s/
              W. Philip S. Richards 	 
	 	Authorized Signing Officer	 
	 	 	 
	I have the authority to
              bind the
              corporation.	 


    

    
 

    
      
        
        

      

      
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    ACKNOWLEDGEMENT
      AND CONSENT

    


    The
      foregoing First Supplemental Indenture is hereby acknowledged and consented
      to
      by the undersigned.

    


    REGENT
      MERCANTILE BANCORP INC.

    
 

    
      
        
          	By:	/s/
                  Jay Jaski	 
	 	Authorized Signing Officer	 
	 	 	 
	I have the authority
                  to bind the
                  corporation


        



    

     

    
      
        
        

      

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