Ex 10.2


    
      EXHIBIT
        10.2

      


      FORM
        OF

      AMENDMENT
        No. 1 to

      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

      


      This
        Amendment No. 1 (“First Amendment”) to Amended and Restated Employment Agreement
        dated __________, 20___ (the “Employment Agreement”) is entered into as of
        January 23, 2006 (the “Effective Date”) by and among Apollo Gold Corporation, a
        Yukon territory Corporation (“Parent”), and its wholly-owned subsidiary, Apollo
        Gold Inc., a Delaware corporation (jointly and severally with Parent, the
        “Employer”), and ___________________ (“Officer”). 

      


      RECITALS

      


      A.    The
        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 First
        Amendment, 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.    Amendment
        to Section 3(a).
        Section
        3(a) shall be amended and 3(a) in its entirety and replacing it with the
        following:

       

      a.    Base
        Salary and Discretionary Bonus 

       

      Effective
        January 23, 2006, the Executive shall be paid a minimum base salary of
        US$__________ to be reviewed annually by the Board. Said salary shall be
        subject
        to all statutory and other deductions and shall be paid bi-monthly, in arrears,
        by check or deposit, or such other periodic installments as may be from time
        to
        time agreed. In addition, the Executive may be entitled to receive a
        discretionary performance bonus in such amount, if any, as the Board in its
        sole
        discretion may determine.

       

      2.    Share
        Issuance.
        Subject
        to approval from the American Stock Exchange (“AMEX”) and the Toronto Stock
        Exchange (“TSX”), Employer shall also pay Officer (a) US$__________, exchanged
        into Canadian dollars as reported by the Bank of Canada for the conversion
        of US
        dollars into Canadian dollars, in the form of Parent common shares (the
“Shares”) and
        (b)
        US$_________, which represents Employer’s contribution to Officer’s tax
        liability incurred as a result of the receipt of the Shares, payable in one
        lump
        sum, less any applicable deductions or withholdings ((a) and (b) collectively,
        the “Shares Payment). Any tax liability over and above the contribution shall
        be
        the responsibility of the Officer. The number of Shares to be issued to Officer
        shall be calculated based
        on
        the volume weighted average price ________ (___) 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) by February 27, 2006. 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.    Miscellaneous.

       

      a.    The
        terms
        and provisions of the Amended and Restated Employment Agreement dated
        ____________, 20___ by and among Apollo Gold Corporation, Apollo Gold, Inc.,
        and
        Officer shall remain in full force and effect except as specifically modified
        by
        this First Amendment.

       

      b.    This
        First Amendment may be executed and delivered by facsimile in any number
        of
        counterparts and by the parties hereto in separate counterparts, each of
        which
        when so executed shall be deemed to be original and all of which, when taken
        together, shall constitute one and the same agreement. 

       

      c.    The
        Employment Agreement, as amended by this First Amendment sets forth the entire
        understanding of the parties relating to the subject matter hereof and thereof
        and supersedes all prior agreements and understandings among or between any
        of
        the parties relating to the subject matter hereof. This First Amendment may
        not
        be amended, modified, altered or supplemented other than by means of a written
        instrument duly executed and delivered on behalf of the parties
        hereto.

       

      d.    This
        First Amendment shall be governed by and construed in accordance with the
        laws
        of the State of Colorado.

       

      


      ACCEPTED
        AND AGREED:

       

      APOLLO
        GOLD CORPORATION

      


       

      By:

        
          

        

      

      Title:

        
          

        

      

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APOLLO
        GOLD, INC.

       

       

      By:

        
          

        

      

      Title:

        
          

        

      

       

      


       

      ACCEPTED
        AND AGREED:

       

      OFFICER: