Exhibit 10.19

                            INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is made and entered into as of the 13th day of November,
2003 ("Agreement"), by and among APOLLO GOLD, INC., a Delaware corporation,
APOLLO GOLD EXPLORATION, INC., a Delaware corporation, APOLLO GOLD FINANCE,
INC., a Delaware corporation, FLORIDA CANYON MINING, INC., a Delaware
corporation, MONTANA TUNNELS MINING, INC., a Delaware corporation, and STANDARD
GOLD MINING, INC., a Delaware corporation (any one or more of which are
collectively referred to herein as the "Subsidiaries" and individually as a
"Subsidiary"), and _______________ ("Indemnitee").

                                    RECITALS:

     WHEREAS officers and directors of publicly traded corporations and their
subsidiaries are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would
have been brought only against the corporation or business enterprise itself;
and

     WHEREAS, highly competent persons have become more reluctant to serve
publicly-traded corporations or their subsidiaries as directors or officers or
in other capacities unless they are provided with adequate protection through
insurance and indemnification against the risks of claims and actions against
them arising out of their service to, and activities on behalf of, such
corporations; and

     WHEREAS, the Board of Directors (the "Board") of APOLLO GOLD CORPORATION, a
publicly held Yukon Territory corporation which owns, directly or indirectly,
100% of the capital stock of each of the Subsidiaries (the "Company"), has
determined that, to attract and retain qualified individuals, the Company and
the Subsidiaries will attempt to maintain on an ongoing basis, at their sole
expense, liability insurance to protect persons directly and indirectly serving
the Company and/or the Subsidiaries from certain liabilities; and

     WHEREAS, such persons will directly or indirectly serve the Company and/or
the Subsidiaries at the specific request of the Company and each of the
Subsidiaries; and

     WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company or any Subsidiary free from undue
concern that they will not be so indemnified, and the Company has done so
through execution and delivery of an indemnity agreement of even date herewith
between Company and Indemnitee under the laws of the Yukon Territory; and

     WHEREAS, it is reasonable, prudent and necessary for the Company to cause
the Subsidiaries contractually to obligate themselves to indemnify, and to
advance expenses on behalf of, such persons to the fullest extent permitted by
applicable law as provided in this Agreement so that they will serve or continue
to serve the Company or any Subsidiary free from undue concern that they will
not be so indemnified; and

     WHEREAS, this Agreement is a supplement to and in furtherance of the
By-laws of the Company and each of the Subsidiaries and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefore, nor to
diminish or to abrogate any rights of Indemnitee thereunder; and

     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company or any Subsidiary on the
condition that he or she be so indemnified; and


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<PAGE>
     WHEREAS, the Board has determined that it is in the best interests of the
Company and the Subsidiaries to provide such director and officer insurance and
contractual indemnification as set forth herein.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Subsidiaries and Indemnitee hereby covenant and agree as
follows:

     SECTION 1. SERVICES BY INDEMNITEE. Indemnitee agrees to continue to serve
as a director or officer of the Company or any Subsidiary. Indemnitee may at any
time and for any reason resign from such position (subject to any other
contractual obligation or any obligation imposed by operation of law), in which
event the Subsidiaries shall have no obligation under this Agreement to continue
Indemnitee in such position. This Agreement shall not be deemed an employment
contract between the Company (or any Subsidiary) and Indemnitee. This Agreement
shall continue in force after Indemnitee has ceased to serve as a director or
officer of the Company or any Subsidiary.

     SECTION 2. INDEMNIFICATION-GENERAL. The Subsidiaries shall indemnify, and
advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this
Agreement and (b) to the fullest extent permitted by applicable law in effect on
the date hereof and as amended from time to time. The rights of Indemnitee
provided under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other Sections of this Agreement.

     SECTION 3. PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY OR ANY SUBSIDIARY. Indemnitee shall be indemnified under this Section 3
if, by reason of his or her Corporate Status (as hereinafter defined), he or she
is, or is threatened to be made, a party to or a participant in any threatened,
pending, or completed Proceeding (as hereinafter defined), other than a
Proceeding by or in the right of the Company or any Subsidiary. Pursuant to this
Section 3, Indemnitee shall be indemnified against all Expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in connection with such Proceeding or any
claim, issue or matter therein, if he or she acted in Good Faith (as hereinafter
defined) and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company or any Subsidiary and, with respect to any
criminal Proceeding, had no reasonable cause to believe his or her conduct was
unlawful.

     SECTION 4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY.
Indemnitee shall be indemnified under this Section 4 if, by reason of his or her
Corporate Status, he or she is, or is threatened to be made, a party to or a
participant in any threatened, pending or completed Proceeding brought by or in
the right of the Company or any Subsidiary to procure a judgment in its favor.
Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in
connection with such Proceeding if he or she acted in Good Faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Company or any Subsidiary; provided that if applicable law so provides, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company or any Subsidiary unless and to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall have been brought or is pending, shall determine that such
indemnification may be made.

     SECTION 5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to (or a
participant in) and is successful, on the merits or otherwise, in any Proceeding
(including dismissal without prejudice), he or she shall be indemnified to the
maximum extent permitted by law against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims,


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issues or matters in such Proceeding, the Subsidiaries shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or her
or on his or her behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

     SECTION 6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness in any Proceeding to which Indemnitee
is not a party, he or she shall be indemnified against all Expenses actually and
reasonably incurred by him or her or on his or her behalf in connection
therewith; provided that he or she shall not be paid for time spent as such.

     SECTION 7. ADVANCEMENT OF EXPENSES. Notwithstanding any provision of this
Agreement to the contrary, the Subsidiaries shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding in which Indemnitee is involved by reason of Indemnitee's Corporate
Status within 10 days after the receipt by the any Subsidiary of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Indemnitee
may forward to any Subsidiary the invoices of Indemnitee's legal counsel which
shall satisfy the above requirement. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee. Indemnitee hereby
undertakes to repay any Expenses advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified against such Expenses. Any
advances and undertakings to repay pursuant to this Section 7 shall be unsecured
and interest free.

     SECTION 8.   PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

          (a) To obtain indemnification under this Agreement, Indemnitee shall
     submit to any Subsidiary a written request, including therein or therewith
     such documentation and information as is reasonably available to Indemnitee
     and is reasonably necessary to determine whether and to what extent
     Indemnitee is entitled to indemnification. The Secretary of the Subsidiary
     receiving the request shall, promptly upon receipt of such a request for
     indemnification, advise the Boards of all Subsidiaries in writing that
     Indemnitee has requested indemnification. The Indemnitee shall be
     conclusively presumed to have met the relevant standards of conduct
     required under applicable law for indemnification pursuant to this
     Agreement, unless a determination is made that the Indemnitee has not met
     such standards by (i) the Board of [each?] Subsidiary by a majority vote of
     a quorum thereof consisting of members who were not parties to such
     proceeding; (ii) the stockholder(s) of [each?] Subsidiary by a majority
     vote; or (iii) by an order or decree of any court of competent
     jurisdiction.

          (b) No Subsidiary shall be required to obtain the consent of
     Indemnitee to the settlement of any Proceeding such Subsidiary has
     undertaken to defend if the Company assumes full and sole responsibility
     for such settlement and the settlement grants Indemnitee a complete and
     unqualified release in respect of the potential liability. Such Subsidiary
     shall not be liable for any amount paid by the Indemnitee in settlement of
     any Proceeding that is not defended by the Subsidiary, unless the
     Subsidiary has consented to such settlement, which consent shall not be
     unreasonably withheld.

     SECTION 9.   PRESUMPTIONS; RELIANCE AND EFFECT OF CERTAIN PROCEEDINGS.

          (a) The termination of any Proceeding or of any claim, issue or matter
          therein, by judgment, order, settlement or conviction, or upon a plea
     of nolo contendere or its equivalent, shall not (except as otherwise
     expressly provided in this Agreement) of itself adversely affect the right
     of Indemnitee to indemnification or create a presumption that Indemnitee
     did not act in Good Faith and in a manner he or she reasonably believed to
     be in or not opposed to the best interests of any Subsidiary or, with
     respect to any criminal Proceeding, that Indemnitee had reasonable cause to
     believe his or her conduct was unlawful.


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          (b) For purposes of any determination of Good Faith, Indemnitee shall
     be deemed to have acted in Good Faith if Indemnitee's action is based on
     the records or books of account of the Company and/or the Subsidiaries,
     including financial statements, or on information supplied to Indemnitee by
     the officers, agents or employees of the Company and/or the Subsidiaries in
     the course of their duties, or on the advice of legal counsel for the
     Company and/or the Subsidiaries or on information or records given or
     reports made to the Company and/or the Subsidiaries by an independent
     certified public accountant or by an appraiser, financial advisor or other
     expert or professional selected with reasonable care by the Company and/or
     the Subsidiaries. The provisions of this Section 9(b) shall not be deemed
     to be exclusive or to limit in any way the other circumstances in which the
     Indemnitee may be deemed to have met the applicable standard of conduct set
     forth in this Agreement.

          (c) The knowledge and/or actions, or failure to act, of any director,
     officer, agent or employee of the Company and/or the Subsidiaries shall not
     be imputed to Indemnitee for purposes of determining the right to
     indemnification under this Agreement.

     SECTION 10.   REMEDIES OF INDEMNITEE.

          (a) If (i) a determination is made pursuant to Section 8 that
     Indemnitee is not entitled to indemnification under this Agreement, (ii)
     advancement of Expenses is not timely made pursuant to Section 7, (iii) no
     determination of entitlement to indemnification shall have been made
     pursuant to Section 8(a) within 60 days after receipt by a Subsidiary of
     the request for indemnification, (iv) payment of indemnification is not
     made pursuant to Section 5, Section 6, or Section 8(a) within 10 days after
     receipt by a Subsidiary of a written request therefor, or (v) payment of
     indemnification pursuant to Section 3 or Section 4 is not made within 10
     days after a determination has been made that Indemnitee is entitled to
     indemnification, the Subsidiary shall have waived its right to deny
     indemnification hereunder.

          (b) If a determination shall have been made pursuant to Section 8 that
     Indemnitee is entitled to indemnification, the Subsidiaries shall be bound
     by such determination in any judicial proceeding or arbitration commenced
     pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a
     material fact, or an omission of a material fact necessary to make
     Indemnitee's statements not materially misleading, in connection with the
     request for indemnification, or (ii) a prohibition of such indemnification
     under applicable law.

     SECTION 11.   NONEXCLUSIVITY; INSURANCE; SUBROGATION.

          (a) The rights of indemnification and to receive advancement of
     Expenses as provided by this Agreement shall not be deemed exclusive of any
     other rights to which Indemnitee may at any time be entitled under
     applicable law, the Subsidiaries' or the Company's respective Certificates
     of Incorporation, the Subsidiaries' or the Company's respective By-laws,
     any agreement, a vote of stockholders or a resolution of directors, or
     otherwise. No amendment, alteration or repeal of this Agreement or of any
     provision hereof shall limit or restrict any right of Indemnitee under this
     Agreement in respect of any action taken or omitted by such Indemnitee in
     his or her Corporate Status prior to such amendment, alteration or repeal.
     To the extent that a change in the DGCL, whether by statute or judicial
     decision, permits greater indemnification or advancement of Expenses than
     would be afforded currently under the Subsidiaries' or the Company's
     respective Certificates of Incorporation, By-laws and this Agreement, it is
     the agreement and intent of the parties hereto that Indemnitee shall enjoy
     by this Agreement the greater benefits so afforded by such change. No right
     or remedy herein conferred is intended to be exclusive of any other right
     or remedy, and every other right and remedy shall be cumulative and in
     addition to every other right and remedy given hereunder or now or
     hereafter existing at law or in equity or otherwise. The assertion or
     employment of any right or remedy hereunder, or otherwise, shall not
     prevent the concurrent assertion or employment of any other right or
     remedy.


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          (b) To the extent that the Company or any of the Subsidiaries maintain
     an insurance policy or policies providing liability insurance for
     directors, officers, employees, or agents of the Company, the Subsidiaries,
     or of any other corporation, partnership, joint venture, trust, employee
     benefit plan or other enterprise such person serves at the request of the
     Company or any Subsidiary, Indemnitee shall be covered by such policy or
     policies in accordance with its or their terms to the maximum extent of the
     coverage available for any such director, officer, employee or agent under
     such policy or policies.

          (c) In the event of any payment under this Agreement, the Subsidiaries
     shall be subrogated to the extent of such payment to all of the rights of
     recovery of Indemnitee, who shall execute all documents required and take
     all action necessary to secure such rights, including execution of such
     documents as are necessary to enable the Company or any Subsidiary to bring
     suit to enforce such rights.

          (d) The Subsidiaries shall not be liable under this Agreement to make
     any payment of amounts otherwise indemnifiable (or for which advancement is
     provided hereunder) hereunder if and to the extent that Indemnitee has
     otherwise theretofore actually received such payment under any insurance
     policy, contract, agreement or otherwise.

          (e) The Subsidiaries' obligation to indemnify or advance Expenses
     hereunder to Indemnitee who is or was serving at the request of the Company
     or any Subsidiary as a director, officer, employee or agent of any other
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise shall be reduced by any amount Indemnitee has actually
     theretofore received as indemnification or advancement of expenses from
     such other corporation, partnership, joint venture, trust, employee benefit
     plan or other enterprise.

     SECTION 12. DURATION OF AGREEMENT. This Agreement shall continue until and
terminate upon the later of: (i) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Company (or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that Indemnitee served at the request of the Company); or (ii) the
final termination of any Proceeding then pending in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of
any proceeding commenced by Indemnitee pursuant to Section 10 relating thereto.
This Agreement shall be binding upon the Company and its successors and assigns
and shall inure to the benefit of Indemnitee and his heirs, executors and
administrators.

     SECTION 13. SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (ii) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (iii) to the fullest
extent possible, the provisions of this Agreement (including without limitation
each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby.

     SECTION 14. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES. Notwithstanding any other provision of this Agreement, but subject to
Section 10, Indemnitee shall not be entitled to indemnification or advancement
of Expenses under this Agreement with respect to any Proceeding brought by
Indemnitee, or any claim therein, unless the bringing of such Proceeding or
making of such claim shall have been approved by the Board of Directors of the
Company and/or the Subsidiaries against whom such claim shall have been brought
or made.


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     SECTION 15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

     SECTION 16. HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

     SECTION 17. DEFINITIONS. For purposes or this Agreement:

     (a) "Corporate Status" describes the status of a person who is or was a
     director, officer, employee or agent of the Company or any Subsidiary or of
     any other corporation, partnership, joint venture, trust, employee benefit
     plan or other enterprise that such person is or was serving at the request
     of the Company or any Subsidiary.

          (b) "Disinterested Director" means a director of the Company or any
     Subsidiary who is not and was not a party to the Proceeding in respect of
     which indemnification is sought by Indemnitee.

          (c) "Effective Date" means the date first above written.

          (d) [Intentionally omitted].

          (e) "Expenses" shall include all reasonable attorneys' fees,
     retainers, court costs, transcript costs, fees of experts, witness fees,
     travel and lodging expenses, duplicating costs, printing and binding costs,
     telephone charges, postage, delivery service fees, and all other
     disbursements or expenses of the types customarily incurred in connection
     with prosecuting, defending, preparing to prosecute or defend,
     investigating, being or preparing to be a witness in, or otherwise
     participating in, a Proceeding.

          (f) "Good Faith" shall mean Indemnitee having acted in good faith and
     in a manner Indemnitee reasonably believed to be in or not opposed to the
     best interests of the Company or any Subsidiary, and, with respect to any
     criminal Proceeding, having had no reasonable cause to believe Indemnitee's
     conduct was unlawful.

          (g) "Proceeding" includes any threatened, pending or completed action,
     suit, arbitration, alternate dispute resolution mechanism, investigation,
     inquiry, administrative hearing or any other actual, threatened or
     completed proceeding, whether brought by or in the right of the Company or
     a Subsidiary or otherwise and whether civil, criminal, administrative or
     investigative, in which Indemnitee was, is or will be involved as a party
     or otherwise, by reason of the fact that Indemnitee is or was a director or
     officer of the Company or a Subsidiary, by reason of any action taken by
     him or her or of any inaction on his or her part while acting as director
     or officer of the Company, or by reason of the fact that he or she is or
     was serving at the request of the Company or a Subsidiary as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, in each case whether or not he or she
     is acting or serving in any such capacity at the time any liability or
     expense is incurred for which indemnification or advancement of expenses
     can be provided under this Agreement; except one initiated by a Indemnitee
     pursuant to Section 10 to enforce his or her rights under this Agreement.

          (h) References to "other enterprise" shall include employee benefit
     plans; references to "fines" shall include any excise tax assessed with
     respect to any employee benefit plan; references to "serving at the request
     of" the Company and/or any Subsidiary shall include any service as a
     director, officer, employee or agent of the Company or any Subsidiary that
     imposes duties on, or involves services by, such director, officer,
     employee or agent with respect to an


                                                               PAGE 6 OF 9 PAGES
<PAGE>
     employee benefit plan, as participants or beneficiaries; and a person who
     acted in good faith and in the manner he reasonably believed to be in the
     interests of the participants and beneficiaries of an employee benefit plan
     shall not be deemed to have acted in manner "not opposed to the best
     interests of the Company and/or Subsidiaries" as referred to in this
     Agreement.

          (i) "Affiliate" means with respect to any person or entity, any other
     person or entity that, directly or indirectly, through one or more
     intermediaries, controls, is controlled by or is under common control with,
     such person or entity.

     SECTION 18.   ENFORCEMENT.

          (a) Each Subsidiary expressly confirms and agrees that it has entered
     into this Agreement and assumed the obligations imposed on it hereby in
     order to induce Indemnitee to continue to serve as a director and/or
     officer of the Company and the Subsidiaries, and to serve upon any
     committee of the Board of Directors of the Company and/or the Subsidiaries
     as requested by such Board, and each Subsidiary acknowledges that
     Indemnitee is relying upon this Agreement in serving as a director and/or
     officer of the Company and/or the Subsidiaries and a member of any such
     committee.

          (b) This Agreement constitutes the entire agreement among the parties
     hereto with respect to the subject matter hereof and supersedes all prior
     agreements and understandings, oral, written and implied, between the
     parties hereto with respect to the subject matter hereof.

     SECTION 19. MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

     SECTION 20. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the
Subsidiaries in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter that may be subject to indemnification or advancement of Expenses
covered hereunder. The failure of Indemnitee to so notify the Subsidiaries shall
not relieve the Subsidiaries of any obligation any of them may have to the
Indemnitee under this Agreement or otherwise, except to the extent the
Subsidiary is materially prejudiced by such failure.

     SECTION 21. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom the
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

                  (a)    If to Indemnitee, to:


                  (b)    If to any Subsidiary, to:

                         c/o Apollo Gold, Inc.
                         4601 DTC Boulevard, Suite 750
                         Denver, CO 89237-2571
                         Attention:  General Counsel

or to such other address as may have been furnished to Indemnitee by the
Subsidiaries or to the Subsidiaries by Indemnitee, as the case may be.


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     SECTION 22. CONTRIBUTION. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Subsidiaries, in lieu
of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all of the circumstances of such
Proceeding in order to reflect (i) the relative benefits received by the
Subsidiaries and Indemnitee as a result of the event(s) and/or transaction(s)
giving cause to such Proceeding; and/or (ii) the relative fault of the
Subsidiaries (and their respective directors, officers, employees and agents)
and Indemnitee in connection with such event(s) and/or transaction(s).

     SECTION 23. GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT
FOR SERVICE OF PROCESS. This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware, without regard to its conflict of laws rules.

     SECTION 24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate. All references in this
Agreement to Sections shall be deemed to be references to Sections of this
Agreement unless the context indicates otherwise.

     SECTION 25. JOINT AND SEVERAL OBLIGATIONS. The obligations of each
Subsidiary under this Agreement are joint and several.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

SUBSIDIARIES:

APOLLO  GOLD,  INC.                     APOLLO GOLD EXPLORATION, INC.



By:  ______________________________     By:  ______________________________
     R. David Russell, President             R. David Russell, President


APOLLO GOLD FINANCE, INC.               FLORIDA CANYON MINING, INC.



By:  ______________________________     By:  ______________________________
     R. David Russell, President             R. David Russell, President


MONTANA  TUNNELS  MINING,  INC.         STANDARD GOLD MINING, INC.



By:  ______________________________     By:  ______________________________
     R. David Russell, President             R. David Russell, President


INDEMNITEE:

                                        ___________________________________


                                                               PAGE 8 OF 9 PAGES
<PAGE>
                   AUTHORIZATION AND DIRECTION BY SHAREHOLDER
                                APOLLO GOLD, INC.

     Apollo Gold, Inc., acting as sole shareholder of the other Subsidiaries,
hereby authorizes, directs, and consents to the execution, delivery and
performance of this Agreement by each of the other Subsidiaries.

                                         APOLLO  GOLD,  INC.



                                         By:  ______________________________
                                              R.  David  Russell,  President


                   AUTHORIZATION AND DIRECTION BY SHAREHOLDER
                             APOLLO GOLD CORPORATION

     The Company, acting as sole shareholder of Apollo Gold, Inc., hereby
authorizes, directs, and consents to Apollo Gold, Inc.'s execution, delivery,
and performance of this Agreement and the foregoing Authorization and Direction
by Shareholder Apollo Gold, Inc.

                                         APOLLO  GOLD  CORPORATION



                                         By:  ______________________________
                                              R.  David  Russell,  President


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