EXHIBIT
      4.1

     

    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE DECEMBER 22, 2008.

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933,
      AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD
      EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
      HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
      EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
      PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
      RULE
      144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
      SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
      TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH
      TO
      THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
      INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
      IS
      BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
      ''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
      REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
      NOT,
      DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
      SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

     

    THE
      OPTIONS REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE HAVE NOT BEEN AND
      WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED
      UPON EXERCISE OF SUCH OPTIONS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY
      NOT LATER BECOME REGISTERED FOR RESALE UNDER THE SECURITIES ACT. NEITHER ANY
      OPTION REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE NOR ANY SECURITIES
      ISSUED UPON EXERCISE OF SUCH OPTION MAY BE EXERCISED BY OR ON BEHALF OF ANY
      U.S.
      PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE
      SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
      FROM
      SUCH REGISTRATION IS AVAILABLE.

     

    COMPENSATION
      OPTION TO PURCHASE COMMON SHARES OF

     

    APOLLO
      GOLD CORPORATION

     

    
      	
              Compensation
                Option Certificate 

              No.:
                CO-2008/003

            	
              No.
                of Common Shares under 

              Compensation
                Options: 1,020,000

            


    

     

    For
      value
      received, Apollo Gold Corporation (the "Corporation")
      hereby
      grants to HAYWOOD SECURITIES INC., 2000-400 Burrard Street, Vancouver, British
      Columbia, V6C 3A6 (the "Holder"),
      the
      right and option, subject to the terms and conditions set forth in this
      compensation option certificate (the "Compensation
      Option Certificate"),
      to
      purchase from the Corporation, up to 1,020,000 common shares of the Corporation
      (the "Common
      Shares")
      at an
      exercise price of $0.50 per Common Share (the "Exercise
      Price")
      at any
      time and from time to time up to 4:00 p.m. (Toronto time) on February 21,
      2010 (the
      "Expiry
      Time"),
      upon
      and subject to the terms and conditions set forth herein.

     

    
      	
              1.

            	
              Definitions

            


    

     

    In
      this
      Compensation Option Certificate, unless there is something in the subject matter
      or context inconsistent therewith, the following terms shall have the following
      meanings respectively:

     

    
      	 	
              (a)

            	
              "AMEX"
                means the American Stock Exchange;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              "Business
                Day"
                means any day other than a Saturday, Sunday, statutory or civic holiday
                or
                a day on which the principal banking institutions are closed in the
                City
                of Toronto, Ontario or the State of
                Colorado;

            


    

     

    
      	 	
              (c)

            	
              "Compensation
                Options"
                means the compensation options to purchase Common Shares, having
                the
                attributes and issued pursuant to the terms and provisions set out
                hereunder;

            


    

     

    
      	 	
              (d)

            	
              "Current
                Market Price"
                of the Common Shares at any date means the price per Common Share
                equal to
                the weighted average price at which the Common Shares have traded
                on the
                TSX or, if the Common Shares are not then listed on the TSX, on such
                other
                Canadian stock exchange on which the Common Shares trade as may be
                selected by the directors of the Corporation for such purpose or,
                if the
                Common Shares are not then listed on any Canadian stock exchange,
                in the
                over-the-counter market, during the period of any twenty consecutive
                trading days ending not more than five (5) Business Days before such
                date;
                provided that the weighted average price shall be determined by dividing
                the aggregate sale price of all Common Shares sold on the said exchange
                or
                market, as the case may be, during the said twenty consecutive trading
                days by the total number of Common Shares so sold; and provided further
                that if the Common Shares are not then listed on any Canadian stock
                exchange or traded in the over-the counter market, then the Current
                Market
                Price shall be determined by such firm of independent chartered
                accountants as may be selected by the directors of the
                Corporation;

            


    

     

    
      	 	
              (e)

            	
              "Equity
                Shares"
                means the Common Shares and any shares of any other class or series
                of the
                Corporation which may from time to time be authorized for issue if
                by
                their terms such shares confer on the holders thereof the right to
                participate in the distribution of assets upon the voluntary or
                involuntary liquidation, dissolution or winding up of the Corporation
                beyond a fixed sum or a fixed sum plus accrued
                dividends;

            


    

     

    
      	 	
              (f)

            	
              "Holder"
                means the registered holder of this Compensation Option Certificate
                or any
                additional Compensation Option Certificates issued by the Corporation
                pursuant to the terms hereof;

            


    

     

    
      	 	
              (g)

            	
              "person"
                is to be interpreted broadly and includes an individual, corporation,
                partnership, sole proprietorship, unincorporated syndicate, unincorporated
                organization, trust, trustee, executor, administrator or other legal
                representative, unincorporated organization or organization or any
                group
                or combination thereof and pronouns have a similar extended
                meaning;

            


    

     

    
      	 	
              (h)

            	
              "Subscription
                Form"
                means the form of subscription annexed hereto as Schedule
                "A";

            


    

     

    
      	 	
              (i)

            	
              "Trading
                Day"
                means any day on which the Common Shares are listed and posted for
                trading
                on the TSX and such exchange is open for business or, if not listed
                and
                posted for trading on such exchange, on such stock exchange or quotation
                system on which the Common Shares are then listed and posted (or
                quoted)
                for trading and which is open for business, and, in each case, no
                cease
                trading or similar order is in effect with respect to the Common
                Shares;
                and

            


    

     

    
      	 	
              (j)

            	
              "TSX"
                means the Toronto Stock Exchange.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Expiry
                Time

            


    

     

    After
      the
      Expiry Time, all rights under this Compensation Option Certificate and any
      outstanding Compensation Options evidenced hereby, in respect of which the
      right
      of subscription and purchase herein provided for shall not have been exercised,
      shall wholly cease and terminate and this Compensation Option Certificate and
      the Compensation Options evidenced hereby shall be void and of no value or
      effect.

     

    
      	
              3.

            	
              Exercise
                Procedure

            


    

     

    
      	 	
              (a)

            	
              The
                Holder may exercise its right of purchase hereunder in whole or in
                part at
                any time at or prior to the Expiry Time by surrendering or delivering
                to
                the Corporation prior to the Expiry Time at its principal office
                in
                Colorado: (i) this Compensation Option Certificate together with
                the
                Subscription Form duly completed and executed by the Holder or its
                legal
                representative or attorney, duly appointed by an instrument in writing
                in
                form and manner satisfactory to the Corporation; and (ii) cash or
                a
                certified cheque, money order or bank draft payable to or to the
                order of
                the Corporation in an amount equal to the Exercise Price multiplied
                by the
                number of Common Shares for which subscription is being
                made.

            


    

     

    
      	 	
              (b)

            	
              Any
                Compensation Option Certificate, Subscription Form and cash, certified
                cheque, money order or bank draft referred to in the foregoing subsection
                3(a) shall be deemed to be surrendered only upon delivery
                thereof
                to
                the Corporation at its principal office in the manner provided in
                Section
                29 hereof.

            


    

     

    
      	
              4.

            	
              Entitlement
                to Certificates

            


    

     

    Upon
      delivery and payment as provided for in Section 3 above, the Corporation shall
      cause to be issued to the Holder the Common Shares subscribed for and the Holder
      shall become a shareholder of the Corporation in respect of such Common Shares
      purchased with effect from the date of such delivery and payment and shall
      be
      entitled to delivery of a certificate or certificates evidencing such Common
      Shares. The Corporation shall cause such certificate or certificates to be
      issued and delivered to the Holder at the address or addresses specified in
      the
      Subscription Form as soon as practicable, but in any event, not later than
      seven
      (7) Business Days following such delivery and payment.

     

    
      	
              5.

            	
              Assignment
                or Transfer of Compensation
                Options

            


    

     

    The
      Compensation Options evidenced hereby may be assigned or transferred by the
      Holder or exercised by or for the benefit of any person other than the Holder.
      The Compensation Options evidenced hereby may not be exercised in the United
      States or by or on behalf of a U.S. Person or person in the United States.
      "United States" and "U.S. Person" are as defined in Regulation S under the
      United States Securities Act of 1933, as amended.

     

    
      	
              6.

            	
              Partial
                Exercise and Exchanges

            


    

     

    The
      Holder may subscribe for and purchase a number of Common Shares which is less
      than the number it is entitled to purchase pursuant to this Compensation Option
      Certificate. In the event of any such subscription and purchase prior to the
      Expiry Time, the Holder shall also be entitled to receive, without charge,
      a new
      Compensation Option Certificate in respect of the balance of the Compensation
      Options to purchase Common Shares to which it continues to be entitled pursuant
      to this Compensation Option Certificate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    This
      Compensation Option Certificate is also exchangeable, without charge, from
      time
      to time, upon surrender hereof by the Holder to the Corporation, for a new
      Compensation Option Certificate or certificates of like tenor representing
      in
      the aggregate the same number of Compensation Options under the Compensation
      Option Certificate so surrendered.

     

    
      	
              7.

            	
              No
                Fractional Common
                Shares

            


    

     

    Notwithstanding
      any adjustment provided for in Section 11 hereof, the Corporation shall not
      be
      required upon the exercise of any Compensation Options to issue fractional
      Common Shares in satisfaction of its obligations hereunder and the Holder
      understands and agrees that it will not be entitled to any cash payment or
      other
      form of compensation in respect of a fractional Common Share that might
      otherwise have been issued.

     

    
      	
              8.

            	
              Not
                a Shareholder

            


    

     

    Nothing
      in this Compensation Option Certificate or in the holding of the Compensation
      Options evidenced hereby shall be construed as conferring upon the Holder any
      right or interest whatsoever as a shareholder of the Corporation.

     

    
      	
              9.

            	
              No
                Obligation to Purchase

            


    

     

    Nothing
      herein contained or done pursuant hereto shall obligate the Holder to purchase
      or pay for, or the Corporation to issue, any Common Shares except those Common
      Shares in respect of which the Holder shall have exercised its right to purchase
      in the manner provided hereunder.

     

    
      	
              10.

            	
              Covenants

            


    

     

    
      	 	
              (a)

            	
              The
                Corporation covenants that: (i) so long as any Compensation Options
                evidenced hereby remain outstanding, it shall reserve and there shall
                remain unissued out of its authorized capital a sufficient number
                of
                Common Shares to satisfy the right of purchase provided for herein;
                and
                (ii) all Common Shares which shall be issued upon the exercise of
                the
                right to purchase provided for herein, upon payment of the Exercise
                Price
                therefor, shall be issued as fully paid and non-assessable and free
                from
                all taxes, liens and charges with respect to the issue thereof, other
                than
                which may arise by virtue of the Holder's personal
                circumstances.

            


    

     

    
      	 	
              (b)

            	
              While
                any Compensation Options evidenced hereby remain outstanding, the
                Corporation shall comply with the securities legislation applicable
                to it
                in order that the Corporation continue as a reporting issuer, or
                analogous
                entity, not in default of any requirements of such
                legislation.

            


    

     

    
      	 	
              (c)

            	
              The
                Corporation shall, at its expense, expeditiously use its commercially
                reasonable best efforts to obtain the listing on the TSX and the
                AMEX of
                the Common Shares issuable upon the exercise of the right to purchase
                provided for herein. The Corporation shall, at its expense, include
                the
                registration of the resale of the Common Shares underlying the
                Compensation Options in its registration statement
                (the "Registration
                Statement")
                filed in connection with the flow-through shares issued on the date
                of
                this Compensation Option Certificate, and, subject to the terms and
                conditions of the registration rights agreement, each dated August
                21,
                2008 (the "Registration
                Rights Agreement"),
                between the Corporation and the subscriber counterparty thereto,
                shall use
                its commercially reasonable efforts to register the resale of the
                Common
                Shares underlying the Options in the United States as soon as possible
                so
                that the legend referred to in Section 27 (d) may be removed. The
                Corporation and the Holder agree to be bound by the terms of the
                Registration Rights Agreement as if they were original parties thereto,
                and the Holder agrees to complete and execute the Notice and Questionnaire
                prior to the Corporation including the Common Shares in the Registration
                Statement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              The
                Corporation shall use its commercially reasonable best efforts to
                do or
                cause to be done all things necessary to preserve and maintain its
                corporate existence.

            


    

     

    
      	
              11.

            	
              Adjustment
                to Exercise Price

            


    

     

    The
      rights of the Holder, including the number of Common Shares issuable upon the
      exercise of each Compensation Option represented hereby, will be adjusted from
      time to time upon the occurrence of the events and in the manner provided in,
      and in accordance with the provisions of, this Section. 

     

    The
      Exercise Price in effect at any time is subject to adjustment from time to
      time
      in the events and in the manner provided as follows:

     

    
      	 	
              (1)

            	
              If
                and whenever at any time after the date hereof the
                Corporation:

            


    

     

    
      	 	
              (a)

            	
              issues
                Common Shares or securities exchangeable for or convertible into
                Common
                Shares to all or substantially all the holders of the Common Shares
                as a
                stock dividend;

            


    

     

    
      	 	
              (b)

            	
              makes
                a distribution on its outstanding Common Shares payable in Common
                Shares
                or securities exchangeable for or convertible into Common
                Shares;

            


    

     

    
      	 	
              (c)

            	
              subdivides
                its outstanding Common Shares into a greater number of shares;
                or

            


    

     

    
      	 	
              (d)

            	
              consolidates
                its outstanding Common Shares into a small number of
                shares;

            


    

     

    (any
      of
      such events being called a "Common
      Share Reorganization"),
      then
      the Exercise Price will be adjusted effective immediately after the effective
      date or record date for the happening of a Common Share Reorganization, as
      the
      case may be, at which the holders of Common Shares are determined for the
      purpose of the Common Share Reorganization by multiplying the Exercise Price
      in
      effect immediately prior to such effective date or record date by a fraction,
      the numerator of which is the number of Common Shares outstanding on such
      effective date or record date before giving effect to such Common Share
      Reorganization and the denominator of which is the number of Common Shares
      outstanding immediately after giving effect to such Common Share Reorganization
      (including, in the case where securities exchangeable for or convertible into
      Common Shares are distributed, the number of Common Shares that would have
      been
      outstanding had all such securities been exchanged for or converted into Common
      Shares on such effective date or record date).

     

    
      	 	
              (2)

            	
              If
                and whenever, at any time after the date hereof, the Corporation
                fixes a
                record date for the issue of rights, options or warrants to the holders
                of
                all or substantially all of its outstanding Common Shares under which
                such
                holders are entitled to subscribe for or purchase Common Shares or
                securities exchangeable for or convertible into Common Shares,
                where:

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                right to subscribe for or purchase Common Shares or the right to
                exchange
                securities for or convert securities into Common Shares, expires
                not more
                than 45 days after the date of such issue (the period from the record
                date
                to the date of expiry being herein in this Section 11(2) called the
                "Rights
                Period");
                and

            


    

     

    
      	 	
              (b)

            	
              the
                cost per Common Share during the Rights Period (inclusive of any
                cost of
                acquisition of securities exchangeable for or convertible into Common
                Shares in addition to any direct cost of Common Shares) (in this
                Section
                11(2) called the "Per
                Share Cost")
                is less than 95% of the Current Market Price of the Common Shares
                on the
                record date;

            


    

     

    (any
      of
      such events being called a "Rights
      Offering"),
      then
      the Exercise Price will be adjusted effective immediately after the end of
      the
      Rights Period to a price determined by multiplying the Exercise Price in effect
      immediately prior to the end of the Rights Period by a fraction:

     

    
      	 	
              (i)

            	
              the
                numerator of which is the aggregate
                of:

            


    

     

    
      	 	
              A.

            	
              the
                number of Common Shares outstanding as of the record date for the
                Rights
                Offering; and

            


    

     

    
      	 	
              B.

            	
              a
                number determined by dividing the product of the Per Share Cost
                and:

            


    

     

    
      	 	
              (I)

            	
              where
                the event giving rise to the application of this subsection 11(2)
                was the
                issue of rights, options or warrants to the holders of Common Shares
                under
                which such holders are entitled to subscribe for or purchase additional
                Common Shares, the number of Common Shares so subscribed for or purchased
                during the Rights Period; or

            


    

     

    
      	 	
              (II)

            	
              where
                the event giving rise to the application of this subsection 11(2)
                was the
                issue of rights, options or warrants to the holders of Common Shares
                under
                which such holders are entitled to subscribe for or purchase securities
                exchangeable for or convertible into Common Shares, the number of
                Common
                Shares for which those securities so subscribed for or purchased
                during
                the Rights Period could have been exchanged or into which they could
                have
                been converted during the Rights
                Period,

            


    

     

    by
      the
      Current Market Price of the Common Shares as of the record date for the Rights
      Offering; and

     

    
      	 	
              (ii)

            	
              the
                denominator of which is:

            


    

     

    
      	 	
              A.

            	
              in
                the case described in subparagraph 11(2)(i)(B)(I), the number of
                Common
                Shares outstanding; or

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              in
                the case described in subparagraph 11(2)(i)(B)(II), the number of
                Common
                Shares that would be outstanding if all the Common Shares described
                in
                subparagraph 11(2)(i)(B)(II) had been
                issued,

            


    

     

    as
      at the
      end of the Rights Period.

     

    Any
      Common Shares owned by or held for the account of the Corporation or any
      subsidiary or affiliate (as such terms are defined in the Securities
      Act
      (Ontario)) of the Corporation will be deemed not to be outstanding for the
      purpose of any such computations.

     

    If
      by the
      terms of the rights, options or warrants referred to in this Section 11(2),
      there is more than one purchase, conversion or exchange price per Common Share,
      the aggregate price of the total number of additional Common Shares offered
      for
      subscription or purchase, or the aggregate conversion or exchange price of
      the
      convertible securities so offered, will be calculated for purposes of the
      adjustment on the basis of:

     

    
      	 	
              (i)

            	
              the
                lowest purchase, conversion or exchange price per Common Share, as
                the
                case may be, if such price is applicable to all Common Shares which
                are
                subject to the rights, options or warrants;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                average purchase, conversion or exchange price per Common Share,
                as the
                case may be, if the applicable price is determined by reference to
                that
                number of Common Shares acquired.

            


    

     

    To
      the
      extent that any adjustment in the Exercise Price occurs pursuant to this Section
      11(2) as a result of the fixing by the Corporation of a record date for the
      distribution of rights, options or warrants referred to in this Section 11(2),
      the Exercise Price will be readjusted immediately after the expiration of any
      relevant exchange, conversion or exercise right to the Exercise Price which
      would then be in effect based upon the number of Common Shares actually issued
      and remaining issuable after such expiration and will be further readjusted
      in
      such manner upon expiration of any further such right.

     

    If
      the
      Holder has exercised this Compensation Option Certificate in accordance herewith
      during the period beginning after the record date for a Rights Offering and
      ending on the last day of the Rights Period thereunder, the Holder will, in
      addition to the Common Shares to
      which
      it is otherwise entitled upon such exercise, be entitled to that number of
      additional Common Shares equal
      to
      the difference, if any, between (x) the result obtained when the Exercise Price
      in effect immediately prior to the end of such Rights Offering pursuant to
      this
      subsection is multiplied by the number of Common Shares received
      upon the exercise of the Compensation Options represented by this Compensation
      Option Certificate during such period, and the resulting product is divided
      by
      the Exercise Price as adjusted for such Rights Offering pursuant to this
      subsection provided that the provisions of Section 7 will be applicable to
      any
      fractional interest in a Common Share to
      which
      such Holder might otherwise be entitled and (y) the number of Common Shares
      received upon the exercise of the Compensation Options represented by this
      Compensation Option Certificate during such period. Such additional Common
      Shares will
      be
      deemed to have been issued to the Holder immediately following the end of the
      Rights Period and
      a
      certificate for such additional Common Shares will be delivered to such Holder
      within ten (10) Business Days following the end of the Rights
      Period.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (3)

            	
              If
                and whenever at any time after the date hereof, the Corporation fixes
                a
                record date for the issue or the distribution to the holders of all
                or
                substantially all its Common Shares
                of:

            


    

     

    
      	 	
              (i)

            	
              shares
                of the Corporation of any class other than Common
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              rights,
                options or warrants to acquire shares or securities exchangeable
                for or
                convertible into shares or property or other assets of the Corporation
                (other than a right to subscribe for or purchase Common Shares or
                a right
                to exchange securities for or convert securities into Common Shares
                which
                expires not more than 45 days after the date of such issue and the
                cost
                per Common Share during such period (inclusive of any cost of acquisition
                of securities exchangeable for or convertible into Common Shares
                in
                addition to any direct cost of Common Shares) is at least 95% of
                the
                Current Market Price of the Common Shares on the record
                date);

            


    

     

    
      	 	
              (iii)

            	
              evidence
                of indebtedness; or

            


    

     

    
      	 	
              (iv)

            	
              any
                property or other assets,

            


    

     

    and
      if
      such issuance or distribution does not constitute a Common Share Reorganization
      or a Rights Offering (any of such non-excluded events being called a
      "Special
      Distribution"),
      the
      Exercise Price will be adjusted effective immediately after such record date
      to
      a price determined by multiplying the Exercise Price in effect on such record
      date by a fraction:

     

    
      	 	
              (i)

            	
              the
                numerator of which is:

            


    

     

    
      	 	
              A.

            	
              the
                product of the number of Common Shares outstanding on such record
                date and
                the Current Market Price of the Common Shares on such record date;
                less

            


    

     

    
      	 	
              B.

            	
              the
                aggregate fair market value (as determined by action by the auditors
                of
                the Corporation) to the holders of the Common Shares of such securities
                or
                property or other assets so issued or distributed in the Special
                Distribution; and

            


    

     

    
      	 	
              (ii)

            	
              the
                denominator of which is the number of Common Shares outstanding on
                such
                record date multiplied by the Current Market Price of the Common
                Shares on
                such record date.

            


    

     

    Any
      Common Shares owned by or held for the account of the Corporation or any
      subsidiary or affiliate (as such terms are defined in the Securities
      Act
      (Ontario)) of the Corporation will be deemed not to be outstanding for the
      purpose of any such computation.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

            	
              If
                and whenever at any time after the date hereof there is a Common
                Share
                Reorganization, a Rights Offering, a Special Distribution, a
                reclassification of the Common Shares outstanding at any time or
                change of
                the Common Shares into other shares or into other securities (other
                than a
                Common Share Reorganization), or a consolidation, amalgamation or
                merger
                of the Corporation with or into any other corporation or other entity
                (other than a consolidation, amalgamation or merger which does not
                result
                in any reclassification of the outstanding Common Shares or a change
                of
                the Common Shares into other shares), or a transfer of the undertaking
                or
                assets of the Corporation as an entirety or substantially as an entirety
                to another corporation or other entity (any of such events being
                called a
                "Capital
                Reorganization"),
                the Holder, upon exercising the Compensation Options represented
                by this
                Compensation Option Certificate after the effective date of such
                Capital
                Reorganization, will be entitled to receive in lieu of the number
                of
                Common Shares to
                which such Holder was theretofore entitled upon such exercise, the
                aggregate number of Common Shares, other securities or other property
                which such Holder would have been entitled to receive as a result
                of such
                Capital Reorganization if, on the effective date thereof, the Holder
                had
                been the registered holder of the number of Common Shares to which
                such
                Holder was therefore entitled upon exercise of the Compensation Options
                represented by this Compensation Option Certificate. If determined
                appropriate by action of the directors of the Corporation, appropriate
                adjustments will be made as a result of any such Capital Reorganization
                in
                the application of the provisions set forth in this Section 11(4)
                with
                respect to the rights and interests thereafter of the Holder to the
                end
                that the provisions set forth in this Section 11(4) will thereafter
                correspondingly be made applicable as nearly as may reasonably be
                in
                relation to any shares, other securities or other property thereafter
                deliverable upon the exercise hereof. Any such adjustment must be
                made by
                and set forth in an amendment to this Compensation Option Certificate
                approved by action by the directors of the Corporation and will for
                all
                purposes be conclusively deemed to be an appropriate
                adjustment.

            


    

     

    
      	 	
              (5)

            	
              If
                at any time after the date hereof and prior to the Expiry Time any
                adjustment in the Exercise Price shall occur as a result
                of:

            


    

     

    
      	 	
              (a)

            	
              an
                event referred to in subsection
                11(1);

            


    

     

    
      	 	
              (b)

            	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 11(2); or

            


    

     

    
      	 	
              (c)

            	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 11(3) if such event constitutes the issue or distribution
                to
                the holders of all or substantially all of its outstanding Common
                Shares
                of: (A) Equity Shares, or (B) securities exchangeable for or convertible
                into Equity Shares at an exchange or conversion price per Equity
                Share
                less than 95% of the Current Market Price on such record date, or
                (C)
                rights, options or warrants to acquire Equity Shares at an exercise,
                exchange or conversion price per Equity Share less than 95% of the
                Current
                Market Price on such record date,

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    then
      the
      number of Common
      Shares purchasable upon the subsequent exercise of the Compensation Options
      represented by this Compensation Option Certificate shall be simultaneously
      adjusted by multiplying the number of Common
      Shares purchasable upon the exercise of the Compensation Options represented
      by
      this Compensation Option Certificate immediately prior to such adjustment by
      a
      fraction which shall be the reciprocal of the fraction employed in the
      adjustment of the Exercise Price. To the extent any adjustment in subscription
      rights occurs pursuant to this subsection 11(5) as a result of a distribution
      of
      exchangeable or convertible securities other than Equity Shares referred to
      in
      subsection 11(1) or as a result of the fixing by the Corporation of a record
      date for the distribution of rights, options or warrants referred to in
      subsection 11(2), the number of Common Shares purchasable upon exercise of
      the Compensation Options represented by this Compensation Option Certificate
      shall be readjusted immediately after the expiration of any relevant exchange,
      conversion or exercise right to the number of Common Shares actually issued
      and
      remaining issuable immediately after such expiration and shall be further
      readjusted in such manner upon expiration of any further such right. To the
      extent that any adjustment in subscription rights occurs pursuant to this
      subsection 11(5) as a result of the fixing by the Corporation of a record date
      for the distribution of exchangeable or convertible securities other than Equity
      Shares or rights, options or warrants referred to in subsection 11(3), the
      number of Common Shares purchasable upon exercise of the Compensation Options
      represented by this Compensation Option Certificate shall be readjusted
      immediately after the expiration of any relevant exchange, conversion or
      exercise right to the number which would be purchasable pursuant to this
      subsection 11(5) if the fair market value of such securities or such rights,
      options or warrants had been determined for purposes of the adjustment pursuant
      to this subsection 11(5) on the basis of the number of Equity Shares issued
      and
      remaining issuable immediately after such expiration and shall be further
      readjusted in such manner upon expiration of any further such
      right.

     

    
      	 	
              (6)

            	
              If
                at any time any adjustment or readjustment in the Exercise Price
                shall
                occur pursuant to the provisions of this Section 11, then the number
                of
                Common Shares purchasable upon the subsequent exercise of the Compensation
                Options shall be simultaneously adjusted or readjusted, as the case
                may
                be, by multiplying the number of Common Shares purchasable upon the
                exercise of the Compensation Options immediately prior to such adjustment
                or readjustment by a fraction which shall be the reciprocal of the
                fraction used in the adjustment or readjustment of the Exercise
                Price.

            


    

     

    
      	
              12.

            	
              Rules
                Regarding Calculation of
                Adjustments

            


    

     

    The
      following rules and procedures shall be applicable to adjustments made pursuant
      to Section 11 herein:

     

    
      	 	
              (1)

            	
              The
                adjustments provided for in Section 11 are cumulative and will, in
                the
                case of adjustments to the Exercise Price, be computed to the nearest
                one-tenth of one cent and will be made successively whenever an event
                referred to therein occurs, subject to the following subsections
                of this
                Section 12.

            


    

     

    
      	 	
              (2)

            	
              No
                adjustment in the Exercise Price is required to be made unless such
                adjustment would result in a change of at least 1% in the prevailing
                Exercise Price; provided, however, that any adjustment which, except
                for
                the provisions of this subsection, would otherwise have been required
                to
                be made, will be carried forward and taken into account in any subsequent
                adjustments.

            


    

     

    
      	 	
              (3)

            	
              No
                adjustment in the Exercise Price will be made in respect of any event
                described in Section 11, other than the events referred to in clauses
                11(1)(c) and (d), if the Holder is entitled to participate in such
                event
                on the same terms, mutatis
                mutandis,
                as if the Holder had exercised the Compensation Options evidenced
                hereby
                prior to or on the effective date or record date of such event. Any
                participation by a Holder pursuant to this Section 12(3) is subject
                to the
                prior approval of the TSX (or such other stock exchange or quotation
                system on which the Common Shares are then listed and posted (or
                quoted)
                for trading, as applicable).

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

            	
              No
                adjustment in the Exercise Price will be made under Section 11 in
                respect
                of the issue from time to time of Common Shares issuable from time
                to time
                as dividends paid in the ordinary course to holders of Common Shares
                who
                exercise an option or election to receive substantially equivalent
                dividends in Common Shares in lieu of receiving a cash dividend and
                any
                such issue will be deemed not to be a Common Share
                Reorganization.

            


    

     

    
      	 	
              (5)

            	
              If
                at any time a dispute arises with respect to adjustments provided
                for in
                Section 11, such dispute will be conclusively determined by the auditors
                of the Corporation or if they are unable or unwilling to act, by
                such
                other firm of independent chartered accountants as may be selected
                by the
                directors of the Corporation and approved by the Holder, acting
                reasonably, and any such determination, absent manifest error, will
                be
                binding upon the Corporation, the Holder and shareholders of the
                Corporation. The Corporation will provide such auditors or accountants
                with access to all necessary records of the
                Corporation.

            


    

     

    
      	 	
              (6)

            	
              In
                case the Corporation, after the date of issue of this Compensation
                Option
                Certificate, takes any action affecting the Common Shares, other
                than an
                action described in Section 11, which in the opinion of the directors
                of
                the Corporation would materially affect the rights of the Holder,
                the
                Exercise Price will be adjusted in such manner, if any, and at such
                time,
                by action by the directors of the Corporation but subject in all
                cases to
                any necessary regulatory approval, including approval of the TSX.
                Failure
                of the taking of action by the directors of the Corporation so as
                to
                provide for an adjustment on or prior to the effective date of any
                action
                by the Corporation affecting the Common Shares will be conclusive
                evidence
                that the board of directors of the Corporation has determined that
                it is
                equitable to make no adjustment in the
                circumstances.

            


    

     

    
      	 	
              (7)

            	
              If
                the Corporation sets a record date to determine the holders of the
                Common
                Shares for the purpose of entitling them to receive any dividend
                or
                distribution or sets a record date to take any other action and,
                thereafter and before the distribution to such shareholders of any
                such
                dividend or distribution or the taking of any other action, decides
                not to
                implement its plan or pay or deliver such dividend or distribution
                or take
                such other action, then no adjustment in the Exercise Price will
                be
                required by reason of the setting of such record
                date.

            


    

     

    
      	 	
              (8)

            	
              In
                the absence of a resolution of the directors of the Corporation fixing
                a
                record date for a Special Distribution or Rights Offering, the Corporation
                will be deemed to have fixed as the record date therefor the date
                on which
                the Special Distribution or Rights Offering is
                effected.

            


    

     

    
      	 	
              (9)

            	
              As
                a condition precedent to the taking of any action which would require
                any
                adjustment to the Options evidenced hereby, including the Exercise
                Price,
                the Corporation must take any corporate action which may be necessary
                in
                order that the Corporation shall have unissued and reserved in its
                authorized capital and may validly and legally issue as fully paid
                and
                non-assessable all of the shares or other securities which the Holder
                is
                entitled to receive on the full exercise thereof in accordance with
                the
                provisions hereof.

            


    

     

    
      	 	
              (10)

            	
              The
                Corporation will from time to time, within 10 Business Days after
                the
                occurrence of any event which requires an adjustment or readjustment
                as
                provided in Section 11, give notice to the Holder specifying the
                event
                requiring such adjustment or readjustment and the results thereof,
                including the resulting Exercise
                Price.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (11)

            	
              Any
                adjustment to the Exercise Price under the terms of this Compensation
                Option Certificate shall be subject to the prior approval of the
                TSX and
                such other stock exchange or quotation system on which the Common
                Shares
                are then listed and posted (or quoted) for trading, as
                applicable.

            


    

     

    
      	
              13.

            	
              Consolidation
                and Amalgamation

            


    

     

    
      	 	
              (1)

            	
              The
                Corporation shall not enter into any transaction whereby all or
                substantially all of its undertaking, property and assets would become
                the
                property of any other corporation or entity (herein called a "successor
                corporation")
                whether by way of reorganization, reconstruction, consolidation,
                amalgamation, merger, transfer, sale, disposition or otherwise, unless
                prior to or contemporaneously with the consummation of such transaction
                the Corporation and the successor corporation shall have executed
                such
                instruments and done such things as, in the opinion of counsel to
                the
                Corporation, are necessary or advisable to establish that upon the
                consummation of such transaction:

            


    

     

    
      	 	
              (i)

            	
              the
                successor corporation will have assumed all the covenants and obligations
                of the Corporation under this Compensation Option Certificate;
                and

            


    

     

    
      	 	
              (ii)

            	
              this
                Compensation Option Certificate will be a valid and binding obligation
                of
                the successor corporation entitling the Holder, as against the successor
                corporation, to all the rights of the Holder under this Compensation
                Option Certificate.

            


    

     

    
      	 	
              (2)

            	
              Whenever
                the conditions of subsection 13(1) shall have been duly observed
                and
                performed, the successor corporation shall possess and from time
                to time
                may exercise each and every right and power of the Corporation under
                this
                Compensation Option Certificate in the name of the Corporation or
                otherwise and any act or proceeding by any provision hereof required
                to be
                done or performed by any director or officer of the Corporation may
                be
                done and performed with like force and effect by the like directors
                or
                officers of the successor
                corporation.

            


    

     

    
      	
              14.

            	
              Representations
                and Warranties

            


    

     

    The
      Corporation hereby represents and warrants with and to the Holder that the
      Corporation is duly authorized and has the corporate and lawful power and
      authority to create and issue the Compensation Options evidenced hereby and
      the
      Common Shares issuable upon the exercise hereof, and to perform its obligations
      hereunder and that this Compensation Option Certificate represents a valid,
      legal and binding obligation of the Corporation enforceable in accordance with
      its terms subject to bankruptcy, insolvency and other laws of general
      application affecting the rights of creditors and equitable remedies being
      in
      the discretion of the court.

     

    
      	
              15.

            	
              Acquisition
                of the Securites

            


    

     

    The
      Holder hereby represents, warrants and certifies to the Corporation that the
      securities represented by this Compensation Option Certificate, and the Common
      Shares issuable upon exercise thereof, are being acquired solely for its own
      account and not as a nominee for any other party and not with a view toward
      the
      resale or distribution thereof and that it will not offer, sell or otherwise
      dispose of the Compensation Option Certificate or the Common Shares issuable
      upon exercise thereof except under circumstances which will not result in a
      violation of any applicable securities laws in Canada, the United States and
      other applicable securities laws or the rules of the TSX or AMEX. In addition,
      the Holder hereby represents, warrants and certifies to the Corporation that
      the
      Holder: (i) at the time of receipt of this Compensation Option Certificate
      is
      not in the United States; (ii) is not a U.S. Person and is not receiving this
      Compensation Option Certificate for the account or benefit of a U.S. Person;
      (iii) did not execute or deliver this Option Compensation Certificate while
      within the United States; (iv) has in all other respects complied with the
      terms
      of Regulation S of the United States Securities Act of 1933, as amended (the
      "U.S.
      Securities Act")
      or any
      successor rule or regulation of the United States Securities and Exchange
      Commission as presently in effect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              If
                Share Transfer Books
                Closed

            


    

     

    The
      Corporation shall not be required to deliver certificates for Common Shares
      while the share transfer books of the Corporation are properly closed prior
      to
      any meeting of shareholders, for the payment of dividends or for any other
      purpose and in the event of the surrender of any Compensation Option Certificate
      in accordance with the provisions hereof and the making of any subscription
      and
      payment for Common Shares called for thereby during any such period, delivery
      of
      certificates for Common Shares may be postponed for not more than five (5)
      Business Days after the date of the re-opening of said share transfer books.
      Any
      such postponement of delivery of certificates shall be without prejudice to
      the
      right of the Holder, if the Holder has surrendered the same and made payment
      during such period, to receive certificates for the Common Shares called for
      after the share transfer books have been re-opened.

     

    
      	
              17.

            	
              Stolen,
                Lost, Mutilated or Destroyed
                Certificate

            


    

     

    If
      this
      Compensation Option Certificate is stolen, lost, mutilated or destroyed, the
      Corporation shall, on such terms as it shall in its discretion impose, issue
      and
      countersign a new Compensation Option Certificate of like denomination, tenor
      and date as the certificate so stolen, lost, mutilated or
      destroyed.

     

    
      	
              18.

            	
              Governing
                Law

            


    

     

    This
      Compensation Option Certificate shall be governed by and construed in accordance
      with the laws of the Province of Ontario and the federal laws of Canada
      applicable therein, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of laws thereof, except to the extent
      mandatorily governed by the law of another jurisdiction. Each of the Holder
      and
      the Corporation: (i) irrevocably consents to the exclusive jurisdiction and
      venue of the Courts of Ontario in connection with any matter or dispute based
      upon or arising out of this Compensation Option Certificate or the matters
      contemplated herein; (ii) agrees that process may be served upon them in any
      manner authorized by the laws of the Province of Ontario for such persons;
      and
      (iii) waives and covenants not to assert or plead any objection which they
      might
      otherwise have to such jurisdiction, venue and such process.

     

    
      	
              19.

            	
              Severability

            


    

     

    If
      any
      one or more of the provisions or parts thereof contained in this Compensation
      Option Certificate should be or become invalid, illegal or unenforceable in
      any
      respect in any jurisdiction, the remaining provisions or parts thereof contained
      herein shall be and shall be conclusively deemed to be, as to such jurisdiction,
      severable therefrom and:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                validity, legality or enforceability of such remaining provisions
                or parts
                thereof shall not in any way be affected or impaired by the severance
                of
                the provisions or parts thereof severed;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                invalidity, illegality or unenforceability of any provision or part
                thereof contained in this Compensation Option Certificate in any
                jurisdiction shall not affect or impair such provision or part thereof
                or
                any other provisions of this Compensation Option Certificate in any
                other
                jurisdiction.

            


    

     

    
      	
              20.

            	
              Headings

            


    

     

    The
      headings of the sections, subsections, clauses and subclauses of this
      Compensation Option Certificate have been inserted for convenience and reference
      only and do not define, limit, alter or enlarge the meaning of any provision
      of
      this Compensation Option Certificate.

     

    
      	
              21.

            	
              Compensation
                Options Rank Pari
                Passu

            


    

     

    All
      Options shall rank pari
      passu,
      whatever may be the actual date of issue of the same.

     

    
      	
              22.

            	
              Numbering
                of Articles, etc.

            


    

     

    Unless
      otherwise stated, a reference herein to a numbered or lettered section,
      subsection, clause, subclause or schedule refers to the section, subsection,
      clause, subclause or schedule bearing that number or letter in this Compensation
      Option Certificate.

     

    
      	
              23.

            	
              Number
                and Gender

            


    

     

    Whenever
      used in this Compensation Option Certificate, words importing the singular
      number only shall include the plural and vice
      versa
      and
      words importing gender shall include all genders.

     

    
      	
              24.

            	
              Day
                Not a Business Day

            


    

     

    In
      the
      event that any day on or before which any action is required to be taken
      hereunder is not a Business Day then such action shall be required to be taken
      on or before the requisite time on the next day that is a Business
      Day.

     

    
      	
              25.

            	
              TSX
                and AMEX Approvals

            


    

     

    Notwithstanding
      anything to the contrary in this Compensation Option Certificate, no supplement
      or amendment to the terms of this Compensation Option Certificate may be made
      without the prior written approval of the TSX and such other stock exchange
      or
      quotation system on which the Common Shares are then listed and posted (or
      quoted) for trading, as applicable.

     

    
      	
              26.

            	
              Binding
                Effect

            


    

     

    
      This
        Compensation Option Certificate and all of its provisions shall enure to
        the
        benefit of the Holder and its successors and shall be binding upon the
        Corporation and its successors.

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              27.

            	
              Legends

            


    

     

    
      	 	
              (a)

            	
              The
                Holder acknowledges that any certificate representing Common Shares
                issued
                upon the exercise of this Compensation Option Certificate prior to
                the
                date which is four months and one day after the date hereof will
                bear the
                following legend:

            


    

     

    "UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE DECEMBER 22, 2008."

     

    provided
      that at any time subsequent to the date which is four months and one day after
      the date hereof any certificate representing such Common Shares may be exchanged
      for a certificate bearing no such legends. The Corporation hereby covenants
      and
      agrees that it will use the best efforts thereof to deliver or to cause to
      be
      delivered a certificate or certificates representing such Common Shares bearing
      no such legends within three Business Days after receipt of the legended
      certificate.

     

    
      	 	
              (b)

            	
              The
                Holder acknowledges that the certificates representing the Common
                Shares
                and all certificates issued in exchange or substitution thereof,
                will bear
                a legend in substantially the following form as long as the legend
                referred to in subsection 27(a) remains on such
                certificate:

            


    

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
      EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES
      OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
      CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT
      OF
      TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."

     

    
      	 	
              (c)

            	
              The
                Holder further acknowledges that any certificate representing Common
                Shares issued upon the exercise of this Compensation Option Certificate
                and all certificates issued in exchange or substitution thereof will
                bear
                the following legend:

            


    

     

    "UNTIL
      THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW),
      THIS
      CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
      AS
      SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY
      OF
      JANUARY, 2007 (THE "RIGHTS AGREEMENT"), BETWEEN THE CORPORATION AND CIBC MELLON
      TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
      HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS
      HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN
      CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE
      TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE
      "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN
      THE
      RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR
      ANY
      SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO
      LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE
      FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS
      CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A
      WRITTEN REQUEST THEREFOR.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              In
                addition, the Holder acknowledges that any certificate representing
                Common
                Shares issued upon the exercise of this Compensation Option Certificate
                will bear the following legend:

            


    

     

    "THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933,
      AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD
      EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
      HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
      EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
      PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
      RULE
      144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
      SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
      TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH
      TO
      THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
      INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
      IS
      BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
      ''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
      REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
      NOT,
      DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
      SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT."

     

    
      	
              28.

            	
              Currency

            


    

     

    All
      references herein to monetary amounts are references to lawful money of Canada,
      unless otherwise specified herein.

     

    
      	
              29.

            	
              Notice

            


    

     

    Any
      notice, document or other communication required or permitted by this
      Compensation Option Certificate to be given by the Holder or the Corporation
      shall be in writing and is sufficiently given if delivered personally, or if
      delivered or if transmitted by any form of recorded telecommunication tested
      prior to transmission, to such person addressed as follows:

     

    
      	 	
              (a)

            	
              if
                to the Holder:

            


    

     

    to
      the
      address on the face page hereof

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              if
                to the Corporation:

            


    

     

    Apollo
      Gold Corporation

    5655
      S.
      Yosemite Street, Suite 200

    Greenwood
      Village, Colorado, 80111-3220

     

    
      	
            	Attention:	
              Chief
                Financial Officer

            


    

     

    
      	
            	Telephone
              No.:	
              (720)
                886-9656

            


    

     

    
      	
            	Facsimile
              No.:	
              (720)
                482-0957

            


    

     

    Notice
      so
      delivered shall be deemed to have been given on the Business Day that it is
      received. Notices transmitted by a form of recorded telecommunication shall
      be
      deemed given on the day of transmission. The Holder or the Corporation may
      from
      time to time notify the other in the manner provided herein of any change of
      address or facsimile number which thereafter, until changed by like notice,
      shall be the address or facsimile number of such person for all purposes
      hereof.

     

    
      	
              30.

            	
              Time
                of Essence

            


    

     

    Time
      shall be of the essence hereof.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      Corporation has caused this Compensation Option Certificate to be signed by
      its
      duly authorized officer this
      21st
      day of
August,
      2008.

     

    
      	
              APOLLO
                GOLD CORPORATION

            
	 
	
              Per:

            	
              /s/
                Melvyn Williams

            
	 	
              Authorized
                Signatory

            


    

     

     

     

    18