EXHIBIT
10.2

    


    October
21, 2009

    


    Mr.
Patrick W.M. Imeson

    Elkhorn
Goldfields Inc.

    P.O. Box
370657

    Denver,
CO  80237

    


    
      	
              Re:

            	
              Letter
      of Intent (“LOI”) dated September 30, 2009 between Elkhorn Goldfields Inc.
      (“Elkhorn”) and Apollo Gold Corporation
  (“Apollo”)

            


    

    


    
      Dear
Pat,

    

    


    
      	
               
      

            	
              Further
      to the LOI, via this side letter, Apollo would like to clarify the
      following points:

            


    

    


    1)           The
last sentence of the LOI indicates that the parties are now prepared to
“commence the due diligence process.”  Since you are 50% owner of the
existing joint venture at Montana Tunnels and are in possession of 100% of all
information concerning the assets, the parties hereby agree that there is no
need for any further due diligence by Elkhorn.

     

    2)           Future
payments required under the LOI must be in the form of a wire transfer of
immediately available funds that must be received by Apollo on or before 5 PM
(Denver time) on the applicable due date.  There will be no grace
period for any late payments and, per the terms of the LOI, any late payments
will result in the termination of the LOI and the retention by Apollo of
non-refundable payments specified in the LOI.

     

    3)           If
the LOI or the definitive agreement is terminated due to a default, the original
JV agreement will remain in full force.  For clarification, if Apollo
Gold’s right to sell their 50% is exercised and the 60 day notice to Elkhorn
Tunnels to match the third party offer is given, Elkhorn agrees that the
language to “pay promptly” will now mean within 30 days after Elkhorn notifies
Apollo Gold that they will match the third party offer.

     

    Please
signify your agreement to the terms of this letter by signing below and
returning an executed copy of this letter to me.  Upon such delivery,
this letter will become a binding agreement between Apollo and
Elkhorn.

    


    
      
        
          	
                  Sincerely,

                
	 
      
	
                  APOLLO
      GOLD CORPORATION

                
	 
      	 
      
	
                  By:

                	
                  /s/ R. David Russell

                
	
                  Name:  

                	
                  R.
      David Russell

                
	
                  Its:

                	
                  Chief
      Executive Officer and
President

                


        

      

    


    
      
         


      

      
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                  Agreed
      and accepted this 21st
      day of October, 2009:

                
	 
      
	
                  ELKHORN
      GOLDFIELDS INC.

                
	 
      
	
                  By:

                	
                  /s/ Patrick W.M. Imeson

                
	
                  Name:  

                	
                  Patrick
      W.M. Imeson

                
	
                  Its:

                	
                  Chairman

                


        

      

    

     

    
      
         


      

      
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