Ex 10.1


    EXHIBIT
      10.1

    


    FORM
      OF

    AMENDED
      AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT

    


    This
      Amended and Restated Employment and Severance Agreement (this “Agreement”) dated
      as of January 23, 2006 (the “Effective Date”) is between Apollo Gold
      Corporation, a Yukon Territory Corporation (the “Parent”), and its wholly-owned
      subsidiary, Apollo Gold, Inc., a Delaware corporation (jointly and severally
      with Parent, the “Employer”) and    
      (“Officer”). 

     

    RECITALS

    


    A.    Employer
      wishes to retain the services of Officer, and Employer and Officer wish to
      formalize the terms and conditions of all their agreements and understandings.
      

     

    B.    Officer’s
      continued employment by Employer, the mutual covenants stated in this Agreement,
      and other valuable consideration, the receipt of which are acknowledged by
      Officer and Employer, are sufficient consideration for this
      Agreement.

     

    AGREEMENT

    


    The
      parties agree as follows: 

     

    1.    Employment.
      As of
      the Effective Date, Employer will continue to employ Officer as the
      __________________, of Employer, and Officer accepts such employment under
      the
      terms described in this Agreement. 

     

    2.    Resignation
      as Director.
      Upon
      termination of employment, Officer agrees to resign as a member of the Board
      of
      Directors of Apollo Gold, Inc., and of each of its subsidiaries for which
      Officer is a member of such company’s Board of Directors.

     

    3.    Term
      of Employment.
      Subject
      to the terms set forth in this Agreement, Employer agrees to employ Officer
      and
      Officer hereby agrees to be employed by Employer for a period (the “Employment
      Period”) commencing on the Effective Date and continuing through
      February 18, 2006, unless sooner terminated in accordance with the
      provisions of this Agreement. 

     

    4.    Actions
      of Employer.
      All
      actions and decisions of Employer contemplated in this Agreement will be made
      by
      the Board of Directors of Parent.

     

    5.    Duties
      of Officer.
      Officer’s principal duties on behalf of Employer as of the Effective Date are as
      the _______________________ of Employer. In continuing employment with Employer,
      Officer will undertake and assume the responsibility of performing for or on
      behalf of Employer whatever duties are necessary and required in such a
      position, as determined by the Board of Directors of Parent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.    Compensation.
      

     

    a.    Base
      Salary.
      As
      compensation for Officer’s services rendered pursuant to this Agreement through
      termination of employment, Employer agrees to pay Officer an annual salary
      of
      U.S. $_________ (U.S. $__________ ______) (the “Base Salary”), payable in
      installments in accordance with Employer’s standard payroll practices, subject
      to such payroll and withholding deductions as are required by law or authorized
      by Officer.

     

    b.    Benefits.
      Officer
      shall be entitled to participate in the employee benefits plans offered to
      all
      employees of Employer during the Employment Period, in accordance with the
      terms
      of such plans. 

     

    c.    Expenses.
      Employer agrees to pay Officer any reasonable and necessary business expenses
      incurred by Officer in connection with Officer’s duties, all to the date of
      termination of employment.

     

    7.    Termination
      of Employment.
      Notwithstanding any other provision of this Agreement, Officer’s employment may
      be terminated as follows:

     

    a.    Expiration.
      Unless
      sooner terminated, Officer’s employment shall automatically terminate at close
      of business on February 18, 2006. Following termination of employment pursuant
      to this Section 7(a), Employer shall pay to Officer the each of the
      following:

     

    i.    Severance
      Payment.
      Within
      nine (9) days of termination of employment, Employer shall pay to Officer
      $__________, which represents (a) all accrued and unpaid base salary through
      the
      date of termination of employment; (b) all accrued and unpaid vacation pay
      through December 31, 2005; (c) all other accrued and unpaid additional
      entitlements of employment through the date of termination of employment, except
      as listed in subsection 7(a)(i)(d); (d) an amount equal to vacation pay in
      lieu
      of vacation for 20 days of 2006 vacation entitlement that accrued on January
      1,
      2006, less any days taken prior to termination of employment; (e) an amount
      equal to ______ (___) months’ premium for Officer’s life insurance policy; (f)
      severance payments in an amount equal to ______ (___) months of Officer’s Base
      Salary; and (g) US$__________, which represents Employer’s contribution to
      Officer’s tax liability, less the trade in value of the vehicle that Officer is
      utilizing immediately prior to the Effective Date (the “Employer Vehicle”),
      based on the Kelley Blue Book Trade-In Value of Employer Vehicle in good
      condition and with the odometer reading provided by Officer to Employer in
      writing as of the Effective Date plus 1,000 miles, payable in one lump sum,
      and
      less applicable deductions and withholdings (the “Severance Payment”).


     

    ii.    Share
      Payment.
      Subject
      to approval from the American Stock Exchange (“AMEX”) and the Toronto Stock
      Exchange (“TSX”), Employer shall also pay Officer (a) _______ (___) months of
      Officer’s Base Salary, exchanged into Canadian dollars as reported by the Bank
      of Canada for the conversion of US dollars into Canadian dollars, in the form
      of
      Parent common shares (the “Shares”) and
      (b)
      US$__________, which represents Employer’s contribution to Officer’s tax
      liability ((a) and (b) collectively, the “Shares Payment), less applicable
      deductions and withholdings. The number of Shares to be issued to Officer shall
      be calculated based
      on
      the volume weighted average price five (5) days prior to Effective Date, as
      quoted on the TSX. In
      accordance with the policies of the TSX and AMEX, Employer shall make an
      application promptly after the execution and delivery of this Agreement to
      obtain the acceptance from each of the TSX and AMEX of the issuance of the
      Shares (the "Exchange Consents"), and, if necessary, shall timely fix the price
      of the Shares by filing a price reservation form with the TSX. Employer hereby
      agrees to deliver the Shares to Officer (in accordance with the instructions
      set
      forth in a side letter between Officer and Employer dated as of the Effective
      Date) within nine (9) days of termination of employment. Within two (2) days
      of
      the execution and delivery of the Severance Agreement and Release, Employer
      agrees to prepare and deliver to Officer a prospectus supplement that will
      provide for the delivery of the Shares to Officer pursuant to Employer's
      existing shelf registration. The parties agree that Employer shall have the
      right to provide a copy of this Agreement to the TSX and AMEX as required.
      Notwithstanding anything in this Agreement to the contrary, in the event
      Employer is not able to obtain the necessary approvals from the TSX or AMEX,
      Employer and Officer agree and acknowledge that this Agreement shall be null
      and
      void. Receipt by the Parent of a letter from each of TSX and AMEX providing
      approval or conditional approval shall be sufficient proof that Employer
      obtained the necessary approvals.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    iii.    No
      Change of Control and Change of Control Payments.
      Employer shall also pay to Officer either (i) severance payments in an amount
      equal to ________ (___) months of Officer’s Base Salary, payable in one lump
      sum, less applicable deductions and withholdings, on February 18, 2008, if
      there
      has not been a Change of Control (as defined below) between the Effective Date
      and February 18, 2008 (the “No COC Payment”), or (ii) in the event there is a
      Change of Control between the Effective Date and February 18, 2008, severance
      payments in an amount equal to ________ (___) months of Officer’s Base Salary
      plus a pro rata bonus payment equal to 35% of ________ (___) months of Officer’s
      Base Salary, payable no later than at the closing of the transaction which
      results in a Change of Control (the “COC Payment”). Employer agrees to gross up
      the COC Payment for an estimate of FICA, federal, and state taxes, utilizing
      a
      33% tax rate, regardless of the actual rate applicable to Officer, with the
      gross up amount computed by dividing the COC Payment amount by 0.67 and
      subtracting the COC Payment (the “Gross Up Payment”). Employer will pay to
      Officer the COC Payment and the Gross Up Payment together in one lump sum,
      less
      applicable deductions and withholdings. For purposes of this Agreement, “Change
      of Control” shall have the meaning set forth in Schedule
      A.

     

    iv.    COBRA
      Payments or Opt Out Cash Payment.
      At
      Officer’s election, Employer will pay either (i) the COBRA Payments (as defined
      below), or (ii) the Opt Out Cash Payment (as defined below) provided that
      Officer notifies Employer in writing of Officer’s election no later than
      February 18, 2006. 

     

    (1)    COBRA
      Payments. Provided that Officer timely elects continuation coverage under the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
      Employer shall pay, on Officer’s behalf, the portion of premiums of Officer’s
      medical, prescription drug, dental, and vision coverage under the Apollo Gold
      Employee Health Benefit Plan, including coverage for Officer’s Dependents (as
      defined below), that Employer paid immediately prior to Officer’s termination
      employment with Employer for a period (the “COBRA Period”) of ________ (___)
      months after the first day of the Officer’s coverage under COBRA or, if earlier,
      until the Officer no longer qualifies for such coverage under COBRA (the “COBRA
      Payments”). Employer will pay such premiums for Officer’s eligible dependents
      only for coverage for which those dependents were enrolled immediately prior
      to
      the date of Officer’s termination of employment (“Officer’s Dependents”).
      Officer will continue to be required to pay that portion of the premium of
      Officer’s health coverage, including coverage for Officer’s eligible dependents,
      that Officer was required to pay as an active employee immediately prior to
      the
      date of Officer’s termination of employment. From the date of termination of
      employment through the end of the COBRA Period, Employer agrees that Officer
      and
      Officer’s Dependents shall be entitled to medical, prescription drug, dental,
      and vision coverage that is at least as financially beneficial to the Officer
      and Officer’s Dependents as the Officer’s and Officer’s Dependents’ coverage
      immediately prior to the date of termination of employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)    Opt
      Out
      Cash Payment. Within nine (9) days of termination of employment, Employer shall
      pay Officer $18,000 (the “Opt Out Cash Payment”) provided that Officer executes
      a COBRA Waiver Form no later than February 18, 2006, substantially in the form
      attached hereto as Exhibit
      B.
      In the
      event that Officer revokes such COBRA Waiver Form at any point during the COBRA
      election period, Officer shall reimburse Employer for the entire amount of
      the
      Opt Out Cash Payment within nine (9) days of such revocation.

     

    v.    Additional
      Benefits.
      Provided that Standard Life Insurance Company approves the continuation of
      long
      term disability benefits and life insurance benefits to the Officer after
      termination of employment, Officer shall be entitled to such coverage under
      the
      long term disability and life insurance policies in place immediately prior
      to
      the Termination Date (“Additional Benefits”) for a period of ____ months (the
“Additional Benefits Period”). Officer will pay the full premiums for such
      policies from the date Officer’s employment is terminated until the end of
      the Additional Benefits Period at such times and in such a manner as
      required by such policies (“Officer Payments”). Beginning on August 19, 2006,
      Employer will reimburse Officer for that portion of the premiums of Officer’s
      long term disability and life insurance policies which were in place immediately
      prior to the termination of employment that Employer was paying on behalf of
      Employee immediately prior to termination of employment until the end of the
      Additional Benefits Period (“Additional Benefits Payments”). In the event that
      the long term disability and life insurance policies lapse or are terminated
      as
      a result of Officer’s failure to make adequate or timely Officer Payments,
      Employer shall no longer be obligated to provide the Additional Benefits to
      Officer (“Forfeited Policy Benefit”). Officer shall be solely responsible for
      any required premiums for such policies after ________, 20___. Notwithstanding
      the foregoing, in the event that Standard Life Insurance Company does not
      approve such continuation, each of the Parties agree to negotiate the portion
      of
      the severance package represented by this Section 7(a)(v) in good
      faith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    vi.    Title
      Transfer.
      Within
      nine (9) days of termination of employment, Employer agrees to deliver
      possession and title of the Employer Vehicle to Officer (“Title
      Transfer”).

     

    vii.    Employer’s
      Obligations Subject to Execution of Severance Agreement.
      Employer’s obligation to pay or deliver to Officer each of the Severance
      Payment; Shares Payment; No COC Payment or the COC Payment, as the case may
      be;
      COBRA Payments or the Opt Out Cash Payment, as the case may be; Additional
      Benefits Payments; and Title Transfer is conditioned on the Officer signing
      a
      Severance Agreement and Release substantially in the form attached hereto as
      Exhibit
      A
      and on
      the Officer not revoking such Severance Agreement and Release. 

     

    b.    Resignation.
      Officer
      may terminate this Agreement by resigning at any time for any reason or no
      reason at all prior to the Termination Date by giving Employer written notice
      at
      least 5 days before the effective date of the resignation. Following termination
      of employment pursuant to this section 7(b), Employer’s only obligation to
      Officer shall be to pay to Officer all accrued and unpaid base salary, all
      accrued and unpaid vacation time, and any reasonable and necessary business
      expenses incurred by Officer in connection with his duties, all to the date
      of
      termination of employment and payable in a lump sum, less applicable deductions
      and withholdings, within seven (7) days of termination of
      employment.

     

    c.    For
      Cause.
      Employer
      may terminate Officer’s employment at any time prior to the Termination Date for
      Cause. For purposes of this Agreement, “Cause” means: (i) the failure to follow
      the written directions of the Board of Directors of Parent which are not
      inconsistent with this Agreement or contrary to applicable law, or contrary
      to
      the standards of ethical conduct for attorneys at law as promulgated by the
      Supreme Court of the states in which Officer is admitted to practice law, (ii)
      failure to correct performance deficiencies after the receipt of written notice
      setting forth the performance deficiencies and 15 days to cure such
      deficiencies, (iii) acts of dishonesty, fraud, misrepresentation, harassment
      or
      employment discrimination, and (iv) indictment for a felony. Whether Cause
      exists under this Agreement shall be determined by the Parent’s Board of
      Directors in its reasonable discretion. Following termination of employment
      pursuant to this Section 7(c), Employer’s only obligation to Officer shall be to
      pay to Officer all accrued and unpaid base salary, all accrued and unpaid
      vacation time, and any reasonable and necessary business expenses incurred
      by
      Officer in connection with his duties, all to the date of termination of
      employment and payable in a lump sum, less applicable deductions and
      withholdings, within seven (7) days of termination of employment.

     

    d.    Death.
      This
      Agreement shall automatically be terminated in the event of Officer’s death
      during the term of employment. In the event this Agreement terminates pursuant
      to this Section 7(d), Employer shall pay Officer’s successor under Section 16
      herein each of the following: (i) the Severance Payment and (ii) either the
      COC
      Payment or No COC Payment, as the case may be, and each of (i) and (ii) shall
      be
      payable in a lump sum, less applicable deductions and withholdings, within
      seven
      (7) days of termination. In addition, Employer shall continue to make the COBRA
      Payments described in Section 7(a)(iii) for Officer’s eligible dependents that
      Officer, and Officer’s eligible dependents, would have been entitled to if the
      Agreement would have terminated pursuant to Section 7(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.    Unemployment
      Compensation.
      If
      Officer’s employment ends on February 18, 2006, by operation of this Agreement,
      Employer will not contest any application Officer makes for unemployment
      compensation benefits; provided, however, that such inaction will not be deemed
      an admission or waiver for any other purpose whatsoever, nor will it be
      admissible as evidence in any future proceedings. The Employer does not
      guarantee that any state will approve Officer’s application for unemployment
      compensation benefits. 

     

    9.    Stock
      Options.
      All
      stock options granted to Officer prior to the termination of Officer’s
      employment will vest immediately upon termination of employment. In addition,
      if
      Officer’s employment is terminated pursuant to Section 7(a) or as a result of
      Employer’s breach of this Agreement, Officer shall be entitled to exercise such
      stock options up to and including December 31, 2006. If Officer’s employment is
      terminated for any reason other than pursuant to Section 7(a) or as a result
      of
      Employer’s breach of this Agreement, Officer shall forfeit all stock options
      which are unexercised as of the date of termination of employment. Employer
      shall arrange for implementation of a cashless exercise program for the options
      and shall pay the cashless exercise program fees when options are exercised,
      which program shall be in full force and effect so that Officer can implement
      cashless exercise on a same-day basis within nine (9) days after February 18,
      2006. Each of Employer and Officer agree that in the event the existing option
      agreements between Employer and Officer, or the plans under which such options
      were granted to Officer, contain provisions which are contrary to this Section
      9, this Section 9 shall govern. 

     

    10.    Confidential
      Information and Trade Secrets.
      

     

    a.    Confidential
      Information.
      Officer
      acknowledges that information, observations, and data obtained by Officer,
      both
      prior to the Effective Date while Officer was employed by Employer (or any
      predecessor whose stock or assets have been acquired by Employer, if applicable)
      and after the Effective Date, concerning the business or affairs of Employer
      (or
      any such predecessor, as the case may be) constitute confidential information,
      are trade secrets, are the property of Employer, and are essential and
      confidential components of Employer’s business. Officer will not directly or
      indirectly disclose to any person or use any of such information, observations
      or data, except in the course of Officer’s employment with Employer, and except
      to the extent that:

     

    i.    the
      information was within the public domain at the time it was provided to
      Officer;

     

    ii.    the
      information was published or otherwise became part of the public domain after
      it
      was provided to Officer through no fault of Officer;

     

    iii.    the
      information already was in Officer’s possession at the time Employer (or a
      predecessor) disclosed it to Officer, was not acquired by Officer directly
      or
      indirectly from anyone with a duty of confidentiality to Employer (or any
      predecessor), and was not acquired by Officer under circumstances in which
      Officer already was an employee of or a consultant to Employer (or any
      predecessor), or had a duty of confidentiality to Employer (or any
      predecessor);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    iv.    the
      information after the Effective date becomes available to Officer from a source
      other than Employer (or any predecessor), which source did not acquire the
      information directly or indirectly from anyone with a duty of confidentiality
      to
      Employer (or any predecessor); or

     

    v.    the
      information is required to be disclosed (A) by any federal or state law
      rule or regulation, including the standards of ethical conduct for attorneys
      at
      law as promulgated by the Supreme Court of the states in which Officer is
      admitted to practice law, (B) by any applicable judgment, order, or decree
      of any court, governmental agency or arbitrator having or purporting to have
      jurisdiction in the matter, or (C) pursuant to any subpoena or other
      discovery request in any litigation, arbitration or other proceeding, but if
      Officer proposes to disclose the information in accordance with (A), (B), or
      (C), Officer will first give Employer reasonable prior notice of the proposed
      disclosure of any such information so as to provide Employer an opportunity
      to
      consult with Officer as to the applicability of such law, rule, or regulation
      or
      to appear before any court, governmental agency, or arbitrator in order to
      contest the disclosure, as the case may be, and prior to any such disclosure
      will redact such information to the maximum extent permissible.

     

    vi.    Notwithstanding
      any other provision in this Agreement, this Section 10 is not intended to
      prohibit or restrict Officer from communicating to Employer (through Employer’s
      then current and duly appointed executive officers, directors, or legal counsel)
      any information or confirming prior legal advice concerning Employer or any
      of
      its past or present subsidiaries or affiliates (individually each a “Company”
and collectively the “Companies”) to whom Officer has at any time furnished
      legal services.

     

    b.    Return
      of Documents, Etc.
      Officer
      represents and warrants that, prior to termination of Officer’s employment,
      Officer will return to the Employer any and all property, documents, and files,
      including any documents (in any recorded media, such as papers, computer disks,
      copies, photographs, maps, transparencies, and microfiche) that relate in any
      way to any Company or any Company’s business, whether or not developed,
      produced, or conceived, in whole or in part, by Officer during the term of
      his
      employment with Employer. Officer agrees that, to the extent that Officer
      possesses any files, data, or information relating in any way to any Company
      or
      any Company’s business on any personal computer, he will delete those files,
      data, or information (and will retain no copies in any form). Officer also
      will
      return any Company tools, equipment, calling cards, credit cards, access cards
      or keys, any keys to any filing cabinets, vehicles, vehicle keys, and all other
      Company property in any form prior to the date of termination of Officer’s
      employment. Officer hereby expressly acknowledges that the foregoing steps
      are
      necessary to protect the Company’s proprietary interests in its trade secrets,
      confidential information, and copyrights, and that Employee is not entitled
      to
      use, disclose, or otherwise benefit from the Company’s proprietary
      interests.  Officer understands that any breach of this Section 10(b)
      will also constitute a misappropriation of the Company’s proprietary rights, and
      may constitute a theft of the Companies’ trade secrets under applicable local,
      state, and federal statutes, and will result in a claim for injunctive relief,
      damages, and/or criminal sanctions and penalties against Officer by any Company,
      and possibly others. Notwithstanding the foregoing, Employer acknowledges that
      Officer has advised Employer with respect to the obligation of an attorney
      at
      law to maintain client records, acknowledges that the Companies may be unable
      as
      a result of the provisions of this Agreement to obtain effective assistance
      of
      counsel from Officer as a result of the prohibition of Officer maintaining
      such
      records, and hereby knowingly waives in writing all record keeping obligations
      with respect to each of the Companies otherwise imposed upon Officer under
      applicable laws, including standards of professional conduct promulgated by
      the
      Supreme Courts of the jurisdictions wherein Officer is admitted to practice
      law.
      Employer agrees to maintain all records that Officer provides to Employer for
      a
      period of six (6) years after the date of termination of Officer’s employment
      and to keep confidential, to the extent permissible by applicable law, all
      of
      Officer’s personal information which may be incorporated into such
      records.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c.    Non-solicitation.
      During
      the 6 months following the last day of Officer’s employment, Officer will not
      solicit or attempt to solicit for employment any person while such person is
      an
      employee or officer of Employer or of any subsidiary of Employer. 

     

    d.    Non-Disparagement.
      Officer
      agrees that he will not disparage, criticize, or demean Employer, its
      reputation, employees, directors, officers, services, manner of conducting
      business, customers, or suppliers, or any other aspect of Employer, by any
      communication whatsoever. Likewise, Employer will not disparage, criticize,
      or
      demean Officer, Officer’s reputation, or any other aspect of Officer, by any
      communication whatsoever.

     

    11.    Release
      of Officer.
      Based
      on the information known to Employer, Employer has no intent to bring any claim
      or action against Officer, nor does Employer have any intent to investigate
      or
      look for additional facts which may change Employer’s current intent not to
      bring any claim or action against Officer; provided,
      however,
      if any
      information comes to Employer’s attention which would require Employer to
      conduct an investigation or bring a claim or action against Officer, Employer
      can not assure Officer that Employer will not pursue such an investigation
      or
      such claims or actions. Notwithstanding the foregoing, based on the information
      known to Employer, Employer considers it highly unlikely that any information
      will come to the attention of Employer which would require Employer to conduct
      an investigation or pursue any claim or action against Officer. Notwithstanding
      the foregoing, if Officer breaches any of Officer’s obligations under this
      Agreement, this Section 11 shall be null and void and Employer may pursue any
      available remedies against Officer for such breach.

     

    12.    Injunctive
      Relief.
      Both
      Officer and Employer expressly acknowledge that the subject matter of this
      Agreement is unique, and that any breach of Officer’s and Employer’s respective
      obligations under Section 10 is likely to result in irreparable injury to
      Employer or to Officer, as the case may be, and the parties therefore expressly
      agree that either party will be entitled to obtain specific performance of
      this
      Agreement through injunctive relief and such ancillary remedies of an equitable
      nature as a court may deem appropriate. Such equitable relief will be in
      addition to, and the availability of such equitable relief will not preclude,
      any legal remedies or other remedies which might be available to such party.
      If
      Officer or Employer breaches any provisions in Section 10, Employer or Officer,
      as the case may be, is entitled to apply for equitable relief in any court
      of
      competent jurisdiction prior to initiation of mediation. Employer’s or Officer’s
      application for temporary injunctive relief will not limit Employer or Officer
      from pursuing any other available remedies for such breach.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.    Remedy
      for Employer’s Breach.
      If
      Employer breaches Section 7 or 10 of this Agreement, the Severance Agreement
      and
      Release will be null and void and Officer may pursue any available remedies
      against Employer for such breach.

     

    14.    Severability.
      Each
      provision of this Agreement is intended to be severable, and if any portion
      of
      this Agreement is held invalid, illegal, unenforceable or void for any reason,
      the remainder of this Agreement will nonetheless remain in full force and
      effect. Any portion held to be invalid, unenforceable, or void will, if
      possible, be deemed amended or reduced in scope, but such amendment or reduction
      in scope will be made only to the minimum extent required for purposes of
      maximizing the validity and enforceability of this Agreement.

     

    15.    Non-Waiver.
      The
      failure to enforce any right arising under this Agreement or any similar
      agreement on one or more occasions will not be deemed or construed to be a
      waiver of that right under this Agreement or any other agreement on any other
      occasion, or of any other right on that occasion or any other
      occasion.

     

    16.    Successors
      and Assigns.
      This
      Agreement is binding upon, and will inure to the benefit of, Employer and
      Officer, and their respective heirs, personal and legal representatives,
      successors, and assigns and is binding upon and will inure to the benefit of
      any
      person or entity succeeding Employer, by merger, consolidation, purchase of
      assets or stock, or otherwise, but the interests of Officer under this Agreement
      are not subject to the claims of Officer’s creditors, and may not be voluntarily
      or involuntarily assigned, alienated or encumbered, except as required by law.
      If Officer dies before all payments or other benefits under this Agreement
      are
      paid out, Officer’s spouse, or if none, Officer’s personal representative, shall
      be paid such amounts when due, and shall have the right and authority to enforce
      any provision of this Agreement. 

     

    17.    Payment
      of Officer’s Fees and Expenses.
      Employer shall pay for all reasonable legal fees and expenses incurred by the
      Officer as a result of, first, the Officer’s obtaining legal or other
      professional representation concerning negotiations leading up to the final
      draft of this Agreement and Officer’s entitlements under this Agreement, up to
      $5,000; second, as a result of the Officer’s obtaining legal or other
      representation to obtain or enforce Officer’s right to any benefits, payment or
      other entitlement under this Agreement, if the Officer substantially prevails
      in
      such effort; and, third, the Officer’s obtaining legal or other professional
      representation in connection with any tax audit or proceeding to the extent
      such
      cost is attributable to any payment or benefit provided hereunder and not
      attributable to any action or inaction of the Officer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.    Defaults
      in Payments.
      If
      Employer fails to make payments to Officer pursuant to the terms of this
      Agreement, any such due and unpaid amounts shall bear interest daily as of
      the
      date such payment was due and payable until paid in full, at a rate equal to
      twelve (12%) per annum compounded daily, or 0.0328767% per day.

     

    19.    Tax
      Defense and Indemnity.
       In
      the
      event that the Internal Revenue Service (“IRS”) notifies Officer that the IRS
      has selected any or all of Officer’s 2006, 2007, or 2008 federal income tax
      returns for examination and one of the issues of the examination is, or appears
      to Officer to potentially involve, a determination of whether or not Code
      Section 4999 (regarding excise tax on golden parachute payments) or Code Section
      409A (regarding inclusion in income of deferred compensation), Officer shall
      immediately notify Employer of that fact. Employer shall have the right to
      represent Officer with respect to those issues, and Officer shall cooperate
      with
      Employer in such representation, including promptly providing Employer (or
      its
      designated lawyer and/or CPA) with a power of attorney on IRS Form 2848 to
      represent Officer. Officer may also provide such a power of attorney to
      Officer’s designated representative(s), but on all issues regarding Code
      Sections 4999 and 409A, Employer shall have exclusive authority from Officer
      to
      deal with the IRS and in any subsequent tax litigation, including settlement
      of
      such issues. In the event an IRS or court determination results in additional
      tax, penalty, and/or interest to Officer, Employer shall reimburse Officer
      the
      aggregate amount of such tax, penalty, and/or interest plus an additional amount
      of 50% of the aggregate tax, penalty, and/or interest, which is intended to
      reimburse Officer for taxes on the aggregate amount at the rate of 33%
      (recognizing that the tax reimbursement is itself taxable).

     

    20.    Notices.
      All
      notices, requests, demands, claims, and other communications under this
      Agreement must be in writing. Any notice, request, demand, claim, or other
      communication under this Agreement will be deemed duly given only if it is
      sent
      by registered or certified mail, return receipt requested, postage prepaid,
      or
      by courier, hand-delivery, or by telecopy or facsimile, and must be addressed
      to
      the intended recipient as follows:

     

    If
      to
      Employer:

    Apollo
      Gold Corporation

    Attention:
      President and Chief Executive Officer

    5655
      S.
      Yosemite Street

    Suite
      200

    Greenwood
      Village, CO 80111

    Telephone:
      720-886-9656

    Facsimile:
      303-524-3280

     

    If
      to
      Officer:

    ______________________

    ______________________

    ______________________

    Telephone:
      _____________

    Facsimile:
      ______________    

     

    Notices
      will be deemed given and received three days after mailing if sent by certified
      mail, when delivered if sent by courier, and one business day after receipt
      of
      confirmation by person or machine if sent by telecopy or facsimile transmission.
      Either party may change the address to which notices, requests, demands, claims
      and other communications under this Agreement are to be delivered by giving
      the
      other party notice in the manner set forth above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    21.    Governing
      Law and Forum.
      Employer and Officer acknowledge and agree that the State of Colorado has a
      substantial connection with this Agreement. This Agreement will therefore be
      governed by and construed according to the internal laws of the State of
      Colorado, without regard to conflict of law principles. The parties further
      agree that any action brought to enforce this Agreement must be brought
      exclusively in a state or federal court of competent jurisdiction located in
      Denver, Colorado, and the parties consent to personal jurisdiction of such
      courts and waive any defense of forum non-conveniens. Without limiting the
      generality of the foregoing, Parent expressly waives its rights, if any, to
      contest the enforceability in Canada or any other jurisdiction of any judgment
      of such courts of competent jurisdiction located in Denver, Colorado, under
      The
      Hague Convention on the Recognition and Enforcement of Foreign Judgments in
      Civil and Commercial Matters or any similar treaty or law.

     

    22.    Acknowledgement
      by Officer.
      Officer
      has been afforded the opportunity to read, reflect upon and consider the terms
      of this Agreement, has been afforded the opportunity to discuss this Agreement
      with Officer’s attorney or other advisor or counselor, has read this entire
      Agreement, fully understands its terms, has voluntarily executed this Agreement,
      and has retained one executed copy of this Agreement for Officer’s
      records.

     

    23.    Joint
      and Several Liability.
      Parent
      and Employer shall be jointly and severally liable for all of the obligations
      of
      the Employer under this Agreement, notwithstanding that the Officer is employed
      by Employer, with respect to employee services performed in the United States.
      Parent hereby acknowledges and agrees that it receives direct and indirect
      benefits under this Agreement and shall not contest the validity or
      enforceability of this Agreement on grounds of lack of consideration, the
      absence of an employment relationship between Officer and Parent, or
      otherwise.

     

    24.    Integration
      Clause and Modification.
      This
      Agreement; the Indemnification Agreement by and between Parent and Officer
      dated
      ______________ and the Amended and Restated Indemnification Agreement by and
      among Apollo Gold, Inc., Apollo Gold Finance, Inc., Montana Tunnels Mining,
      Inc.
      and Officer dated ______________ (collectively, the “Indemnity Agreements”);
      and, except as modified by this Agreement, the existing option agreements
      between Employer and Officer or the plans under which Officer’s existing options
      were issued are the complete and exclusive statement of the agreement between
      the parties and supersedes all proposals, prior agreements and all other
      communications between the parties, oral or in writing, relating to the subject
      matter of this Agreement, including, without limitation, the Amended and
      Restated Employment Agreement by and among Parent, Employer, and Officer dated
      _____________ and any previously executed option agreement. This Agreement
      may
      be amended or superseded only by an agreement in writing, signed by Officer
      and
      Employer’s duly authorized officer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    25.    Continuing
      Rights to Indemnity.
      Anything in this Agreement to the contrary notwithstanding, Officer shall be
      entitled to the benefit of all present and future rights to defense,
      indemnification, and/or advancement of expenses under the Employers’ and their
      subsidiaries’ certificates of incorporation and bylaws, under the Delaware
      General Corporation Law and other similar laws, and under the indemnity
      agreements to which Officer is a party or a beneficiary. Without limiting the
      generality of the foregoing, Officer shall be entitled to all rights provided
      for under the Indemnity Agreements. The Employer shall maintain in effect for
      a
      period of six (6) years after the Effective Date, director and officer liability
      coverage in a form not substantially different from the Employers’ current
      director and officer liability policy as of the date of
      termination.

     

    26.    Survival.
      The
      provisions of Sections 7 through 26 of this Agreement shall survive the
      termination of this Agreement.

     

    ACCEPTED
      AND AGREED WITH THE APPROVAL
      OF ITS BOARD OF DIRECTORS:

     

    
      	PARENT:	 	EMPLOYER:
	APOLLO
              GOLD CORPORATION	 	APOLLO
              GOLD, INC.
	 	 	 	 	 
	       
	 	       

	By:
              	   
	 	By:
              	    

	Title:
              	   
	 	Title:	  



    

    


     

    ACCEPTED
      AND AGREED:

     

     

    
      
        

      

       

        
          

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

    

     

    
      SCHEDULE
        A

      


      DEFINITION
        OF “CHANGE OF CONTROL”

      FOR
        AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENTS

       

      1.    Change
        of Control
        means
        one or more of the following events, under the following
        guidelines:

       

      (a)    Change
        in Ownership.
        Any one
        person, or more than one person acting as a group (as defined in
        Section 1(d), acquires ownership of stock of the Parent that, together with
        stock held by such person or group, constitutes more than 50% of the total
        fair
        market value or total voting power of the stock of the Parent. However, if
        any
        one person or more than one person acting as a group is considered to own
        more
        than 50% of the total fair market value or total voting power of the stock
        of
        the Parent, the acquisition of additional stock by the same person or persons
        shall not be considered to cause a change in the ownership of the Parent
        (or to
        cause a change in the effective control of the Parent, within the meaning
        of
        Section 1(b)). An increase in the percentage of stock owned by any one
        person, or persons acting as a group, as a result of a transaction in which
        the
        Parent acquires its stock in exchange for property will be treated as an
        acquisition of stock for this purpose.

       

      (b)    Change
        in Effective Control.
        Either
        (a) any one person, or more than one person acting as a group (as
        determined under Section 1(c)), acquires (or has acquired during the
        12-month period ending on the date of the most recent acquisition by such
        person
        or persons) ownership of stock of the Parent possessing 35% or more of the
        total
        voting power of the stock of the Parent, or (b) a majority of members of
        the
        Parent’s board of directors is replaced during any 12-month period by directors
        whose appointment or election is not endorsed by a majority of the members
        of
        the Parent’s board of directors prior to the date of the appointment or
        election;

       

      (c)    Persons
        Acting as a Group.
        For the
        purposes of this Section 1, persons will be not be considered to be acting
        as a group solely because they purchase or own stock, or purchase assets,
        of the
        Parent at the same time, or as a result of the same public offering. However,
        persons will be considered to be acting as a group if they are the owners
        of a
        corporation that enters into a merger, consolidation, purchase or acquisition
        of
        stock or assets, or similar business transaction with the Parent. If a person,
        including an entity, owns stock in such a corporation and in the Parent at
        a
        time that both of the corporations enter into a merger, consolidation, purchase
        or acquisition of stock or assets, or similar transaction, such shareholder
        is
        considered to be acting as a group with other shareholders in a corporation
        only
        with respect to, and to the extent of, the ownership in that corporation
        prior
        to the transaction giving rise to the change and not with respect to the
        ownership interest in the other corporation.

       

      (d)    Attribution.
        For
        purposes of this Section 1, the attribution rules of Code Section 318 shall
        apply to determine stock ownership. Stock underlying a vested option is
        considered owned by the individual who holds the vested option (and the stock
        underlying an unvested option shall not be considered owned by the individual
        who holds the unvested option). For purposes of the preceding sentence, however,
        if a vested option is exercisable for stock that is not substantially vested
        (as
        defined by Income Tax Regulations Sections 1.83-3(b) and (j)), the stock
        underlying the option is not treated as owned by the individual who holds
        the
        option.

       

      (e) Interpretation
        under Code Section 409A.
        The
        definition of Change of Control under this Section 1 is intended to comply
        with applicable definitions and requirements of Code Section
        409A(a)(1)(B)(2)(v), Internal Revenue Service Notice 2005-1, Q&A 11-14, and
        Income Tax Proposed Regulations Section 1.409A-3(a)(5) and shall be
        interpreted consistently therewith. Furthermore, to the extent that further
        Internal Revenue Service guidance, including notices, rulings, regulations,
        etc., are issued subsequent to such Proposed Regulations and modify the
        applicable change in control event definitions and requirements, the definition
        herein of Change of Control shall be deemed to have been modified accordingly
        as
        of the effective date of such change as set forth in such guidance.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      EXHIBIT
        A

      


      FORM
        OF

      SEVERANCE
        AGREEMENT AND RELEASE

      


      This
        SEVERANCE AGREEMENT AND RELEASE (this “Agreement”) is made by and among (i)
        ___________________ (“Officer”) and Apollo Gold Corporation (the “Parent”) and
        Apollo Gold, Inc. (jointly and severally with Parent the “Company”). The Company
        and Officer are referred to collectively as the “Parties” and individually as a
“Party.”

       

      RECITALS

      


      WHEREAS,
        Officer’s employment with the Company ended effective _________;

       

      WHEREAS,
        this Agreement sets forth below the terms and conditions of an amicable
        settlement and a full accord and satisfaction of all and all potential claims
        and disputes between Officer and the Company; and 

       

      WHEREAS,
        in order to accomplish this end, the Parties are willing to enter into this
        Agreement.

       

      NOW
        THEREFORE, in consideration of the mutual promises and undertaking contained
        herein, the sufficiency of which is acknowledged by the Parties, the Parties
        to
        this Agreement agree as follows.

       

      TERMS

      1.    Separation
        and Effective Date.
        Officer’s employment with the Company ended on _____________. This Agreement
        shall become effective (the “Effective Date”) on the eighth day after Officer’s
        execution of this Agreement, provided that Officer has not revoked Officer’s
        acceptance pursuant to Section 8(e) below.

       

      2.    Severance
        Payments.
        After
        the expiration of the Effective Date, and on the express condition that Officer
        has not revoked this Agreement, the Company will pay Officer severance payments
        in an amount and in the manner set forth in Section 7(__) of the Officer’s
        Amended and Restated Employment and Severance Agreement dated _________ __,
        2006
        (the “Employment Agreement”), less applicable withholdings and deductions (the
“Severance Payments”). The Severance Payments will be in check form and mailed
        to Officer or direct deposited to an account designated by Officer.

       

      3.    General
        Release.
        

       

      (a)    In
        consideration of the Severance Payments by the Company to Officer pursuant
        to
        Section 2 above, Officer, individually and on behalf of Officer’s successors,
        heirs, subrogees, assigns, principals, agents, partners, associates, attorneys,
        and representatives, voluntarily, knowingly, and intentionally releases,
        remises, waives, acquits, and discharges the Company and its predecessors,
        successors, parents, subsidiaries, affiliates, and assigns and each of their
        respective officers, directors, principals, shareholders, agents, attorneys,
        insurers, representatives, board members, and employees, from any and all
        actions, causes of action, claims, demands, losses, damages, costs, expenses,
        judgments, liens, indebtedness, liabilities, and attorneys’ fees (including, but
        not limited to any claims of entitlement for attorneys’ fees under any contract,
        statute, or rule of law allowing a prevailing party or plaintiff to recover
        attorneys’ fees), of every kind and description from the beginning of time
        through the Effective Date (the “Released Claims”).

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

      (b)    The
        Released Claims include, but are not limited to, those which arise out of,
        relate to, or are based upon: (i) Officer’s employment with the Company or the
        termination thereof; (ii) statements, acts, or omissions by the Parties,
        whether
        in their individual or representative capacities; (iii) express or implied
        agreements between the Parties and claims under any severance plan (except
        as
        provided herein); (iv) any stock or stock option grant agreement, or plan
        (except as provided herein); all federal, state, and municipal statutes,
        ordinances, and regulations, including, but not limited to, claims of
        discrimination based on race, age, sex, disability, whistleblower status,
        public
        policy, or any other characteristic of Officer under the Age Discrimination
        in
        Employment Act, the Older Workers Benefit Protection Act, the Americans and
        Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, Title
        VII of
        the Civil Rights Act of 1964 (as amended), the Family and Medical Leave Act,
        the
        Employee Retirement Income Security of 1974, the Rehabilitation Act of 1973,
        the
        Worker Adjustment and Retraining Notification Act, the Employment Relations
        Act
        of 1999, or any other federal, state, or municipal law prohibiting
        discrimination or termination for any reason; (vi) state and federal common
        law;
        and (vii) any claim which was or could have been raised by Officer, including
        any claim that this Agreement was fraudulently induced.

       

      4.    Unknown
        Facts.
        This
        Agreement and the Released Claims include claims of every nature and every
        kind,
        whether known or unknown, suspected or unsuspected, past or present. Officer
        hereby acknowledges that Officer may hereafter discover facts different from,
        or
        in addition to, those which Officer now knows or believes to be true with
        respect to this Agreement, and Officer agrees that this Agreement, and Officer
        agrees that this Agreement and the release contained herein shall be and
        remain
        effective in all respects, notwithstanding such different or additional facts
        or
        the discovery thereof.

       

      5.    No
        Admission of Liability.
        The
        Parties agree that nothing contained herein, and no action taken by any Party
        hereto with regard to this Agreement, shall be construed as an admission
        by any
        Party of liability or of any fact that might give rise to liability for any
        purpose whatsoever.

       

      6.    No
        Assignment.
        Officer
        hereby covenants and warrants that Officer has not assigned or transferred
        to
        any person any portion of any claims which are released, remised, waived,
        acquitted, and discharged in Section 3 above.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      7.    No
        Application.
        Officer
        agrees to waive reinstatement to employment with the Company. Officer further
        promises not to apply in the future for employment with the Company or any
        parent corporation of the Company, or their respective subsidiaries, successors,
        or assigns. Officer understands that the Company will not consider, and is
        under
        no obligation to consider, any such application submitted by
        Officer.

       

      8.    Warranties.
        Officer
        warrants and represents as follows:

       

      (a)  Officer
        has read this Agreement and agrees to the conditions and obligations set
        forth
        in this Agreement. 

       

      (b)  Officer
        voluntarily executes this Agreement after having been advised by the Company
        to
        consult with legal counsel and after having had opportunity to consult with
        legal counsel and without being pressured or influenced by any statement
        or
        representation or omission of any person acting on behalf of the Company,
        including, without limitation, the officers, directors, board members, committee
        members, employees, agents, and attorneys for the Company.

       

      (c)  Officer
        has no knowledge of the existence of any lawsuit, charge, or proceeding against
        the Company or any of its officers, directors, board members, committee members,
        employees, or agents arising out of or otherwise connected with any of the
        matters herein released.

       

      (d)  Officer
        has full and complete legal capacity to enter into this Agreement.

       

      (e)  Officer
        has had at least twenty-one (21) days in which to consider the terms of this
        Agreement. In the event that Officer executes this Agreement in less time,
        it is
        with the full understanding that Officer had the full twenty-one (21) days
        if
        Officer so desired and that Officer was not pressured by the Company or any
        of
        its representatives or agents to take less time to consider the Agreement.
        In
        such event, Officer expressly intends such execution to be a waiver of any
        right
        Officer had to review the Agreement for a full twenty-one (21)
        days.

       

      (f)  Officer
        understands that this Agreement waives any claim Officer may have under the
        Age
        Discrimination in Employment Act. Officer may revoke this Agreement for up
        to
        seven (7) days following its execution, and this Agreement shall not become
        enforceable and effective until seven (7) days after such execution. If Officer
        chooses to revoke this Agreement, Officer must provide written notice to
        the
        President and Chief Executive Officer of the Company by hand delivery and
        by
        facsimile within seven (7) calendar days of Officer’s execution of this
        Agreement. If Officer does not revoke within the seven (7) day period, the
        right
        to revoke is lost.

       

      (g)  Officer
        admits, acknowledges, and agrees that Officer is not otherwise entitled to
        the
        Severance Payments set forth in Section 2, and that such Severance Payments
        are
        good and sufficient consideration for this Agreement. Officer admits,
        acknowledges , and agrees that Officer has been fully and finally paid or
        provided all wages, compensation, vacation, expenses, bonuses, stock, stock
        options, or other benefits from the Company which are or could be due to
        Officer
        from the Company.

       

      (h)  Officer
        has not taken any action or made any statement adverse to the Company’s
        interests prior to signing this Agreement.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      9.    Severability.
        If any
        provision of this Agreement is held illegal, invalid, or unenforceable, such
        holding shall not affect any other provisions hereof. In the event any provision
        is held illegal, invalid, or unenforceable, such provision shall be limited
        so
        as to effect the intent of the Parties to the fullest extent permitted by
        applicable law. Any claim by Officer against the Company shall not constitute
        a
        defense to enforcement by the Company.

       

      10.    Enforcement.
        The
        releases contained herein do not release any claims for enforcement of the
        terms, conditions, or warranties contained in this Agreement. The Parties
        shall
        be free to pursue any remedies available to them to enforce this Agreement.
        

       

      11.    Survival
        of Employment Agreement Terms.
        This
        Agreement in no way affects or alters the surviving provisions set forth
        in
        Section 26 of the Employment Agreement. Those provisions are hereby incorporated
        by reference and serve as part of the consideration for this Agreement. The
        Parties agree to continue to abide by the surviving provisions set forth
        in
        Section 27 of the Employment Agreement to the extent that those provisions
        impose any obligations upon each respective Party. 

       

      12.    Entire
        Agreement.
        This
        Agreement, and the surviving provisions set forth in Section 27 of the
        Employment Agreement, constitute the entire agreement between the Parties
        with
        respect to the subject matter contained herein. This Agreement supersedes
        any
        and all prior oral or written promises or agreements between the Parties,
        except
        as otherwise provided herein. Officer acknowledges that Officer has not relied
        on any promise, representation, or statement other than those set forth in
        this
        Agreement. This Agreement can not be modified except in writing signed by
        all
        Parties.

       

      13.    Venue
        and Applicable Law.
        This
        Agreement shall be interpreted and construed in accordance with the laws
        of the
        State of Colorado, without regard to its conflicts of law provisions. Venue
        and
        jurisdiction shall be in the federal or state courts in Denver, Colorado.
        If a
        Party is required to initiate an action in court to enforce this Agreement,
        the
        prevailing Party shall be entitled to its costs and attorneys' fees from
        the
        other Party, to the extent such costs and fees are related to the enforcement
        of
        this Agreement.

       

      14.    Counterparts.
        This
        Agreement may be executed in identical counterparts, which, when considered
        together, shall constitute the entire agreement among the Parties.

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      IN
        WITNESS THEREOF, and intending to be legally bound, the Parties have executed
        this Agreement as of the Effective Date.

       

      OFFICER:

       

      
        	STATE OF COLORADO	)	 	 
	 	) ss.	 	 
	COUNTY OF DENVER	)	 	 


      

       

      The
        foregoing instrument was acknowledged before me this ______ day of _________,
        2006, by __________________.

      


      Witness
        my hand and official seal.

      


      My
        commission expires ____________________.

      


      


      


      [SEAL]         

      
        
          

        

      

      Notary
        Public

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      


      APOLLO
        GOLD CORPORATION

       

      


      
        
          

        

      

      By:

        
          

        

      

      Title:

        
          

        

      

      
 

      
        	STATE OF COLORADO	)	 	 
	 	) ss. 	 	 
	COUNTY OF DENVER	)	 	 


      

       

      The
        foregoing instrument was acknowledged before me this ______ day of   ,
        2006,
        by ___________________________________, as     
        for
        Apollo Gold Corporation.

      


      Witness
        my hand and official seal.

      


      My
        commission expires ____________________.

      


      


      


      [SEAL]

      
        
          

        

      

      Notary
        Public

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      


      APOLLO
        GOLD, INC.

       

      

        
          

        

      

      By:

        
          

        

      

      Title:

        
          

        

      

      


      


      
        	STATE OF COLORADO	)	 	 
	 	)
                ss. 	 	 
	COUNTY OF DENVER	)	 	 


      

      


      The
        foregoing instrument was acknowledged before me this ______ day of
        _______,
        2006,
        by ___________________________________, as __________________ for
        Apollo Gold, Inc.

      


      Witness
        my hand and official seal.

      


      My
        commission expires ____________________.

       

      
        


        [SEAL]

        
          
            

          

        

        Notary
          Public

        
          	 	 	 	 
	 	 	 	 
	
                  -7-