Exhibit
        10.20


**AMENDED
      AND RESTATED** **INDEMNIFICATION
      AGREEMENT**




THIS
      AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made and entered into as
      of
      November 18, 2005 (“Agreement”), by and among APOLLO
      GOLD, INC .,
      a
      Delaware corporation, APOLLO
      GOLD FINANCE, INC .,
      a
      Delaware corporation, and MONTANA TUNNELS 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





**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; and





**WHEREAS,** Apollo
      Gold Inc. and the Company are selling Florida Canyon Mining, Inc., a Delaware
      corporation, Apollo Gold Exploration, Inc., a Delaware corporation, and Standard
      Gold Mining, Inc., a Delaware corporation (collectively the “Sold Subsidiaries”)
      pursuant to a Stock Purchase Agreement dated October 17, 2005, by and among
      Apollo Gold, Inc. and the Company on the one hand and Jipangu Inc. and Jipangu
      International Inc. on the other hand (the “Stock Purchase Agreement”);
      and








**WHEREAS,** the
      Stock
      Purchase Agreement requires that this Agreement be amended and restated to
      provide that the Sold Subsidiaries have no further obligation under this
      Agreement and are no longer parties hereto.





**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, 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.




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**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 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.




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(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.5655
                South Yosemite Street, Suite 200Greenwood
                Village, Co 80111-3220Attention:
                President




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.




**ACCEPTED AND
              AGREED:**APOLLO GOLD EXPLORATION,
              INC.By:R. David Russell,
              PresidentFLORIDA CANYON MINING, INC.By:R. David Russell, PresidentSTANDARD GOLD MINING, INC.By:R. David Russell, President




**Page
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**SUBSIDIARIES:**APOLLO GOLD, INC.By:R.
                David Russell, PresidentAPOLLO GOLD FINANCE, INC.By:R.
                David Russell, PresidentMONTANA TUNNELS MINING, INC.By:R. David Russell, President**INDEMNITEE:**






**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




**Page
          9 of 10
          Pages**




**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,
                INC.By:R.
                David Russell, President




**Page
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