Exhibit 10.7

                             APOLLO GOLD CORPORATION


                 PLAN OF ARRANGEMENT STOCK OPTION INCENTIVE PLAN

          WHEREAS  pursuant  to  an  arrangement  agreement  (the  "ARRANGEMENT
AGREEMENT") made as of the 25th day of June, 2002 (the "EFFECTIVE DATE") between
International  Pursuit  Corporation  ("PURSUIT")  and  Nevoro  Gold  Corporation
("NEVORO"),  Pursuit and Nevoro agreed to amalgamate and merge the operations of
Pursuit  and  Nevoro  to  form  Apollo  Gold Corporation (the "COMPANY"), on and
subject  to  the terms the conditions contained in the Arrangement Agreement and
the  plan  of  arrangement  (the  "PLAN  OF  ARRANGEMENT")  attached  thereto;

          AND  WHEREAS  pursuant  to  the  terms of the Plan of Arrangement, the
Company  was  authorized  ,  on  the  Effective  Date,  as  soon  as  reasonable
practicable  after  the  completion  of  the  steps  necessary  to  effect  the
Arrangement, to establish an incentive stock option plan and to grant to the key
employees,  officers and directors of the Company (as determined by the board of
directors  of  the  Company)  options  (the "ARRANGEMENT OPTIONS") to acquire an
aggregate  of  2,780,412  Common  Shares  of the Company at an exercise price of
US$0.80 per share, vesting as to an aggregate of 695,103 Common Shares every six
months  for  a  period  of  24  months  following  the  Effective  Date;

          AND  WHEREAS  pursuant  to  a letter (the "TSX APPROVAL LETTER") dated
July 31, 2002, the Toronto Stock Exchange ("TSX") gave its final approval to the
creation  and  granting  of  the  Arrangement  Options;

          AND  WHEREAS  the Company wishes to create this incentive stock option
plan  for  the  purposes of granting the Arrangement Options to senior officers,
directors  and key employees of the Company and its subsidiaries and affiliates,
as  well as any other person or company engaged to provide ongoing management or
consulting  services  to  the  Company  or  to  its  subsidiaries and affiliates
(collectively,  the  "SERVICE  PROVIDERS"),  as follows (which plan is hereafter
referred  to  as  the  "PLAN"):


1.   DEFINITIONS

          As used herein, the following terms shall have the following meanings:

     (a)  "AFFILIATE"  shall  have  the  meaning  ascribed  to  that term in the
          Securities  Act  (Ontario);

     (b)  "ASSOCIATE"  shall  have  the  meaning  ascribed  to  that term in the
          Securities  Act  (Ontario);

     (c)  "COMMON  SHARES" means the common shares in the capital of the Company
          as  such  shares are subdivided, consolidated, reclassified or changed
          from  time  to  time;


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                                      - 2 -

     (d)  "EFFECTIVE DATE" means June 25, 2002;

     (e)  "INSIDER"  means:

          (i)  an  insider as defined in the Securities Act (Ontario) other than
               the a person who falls within that definition solely by virtue of
               being  a  director  or  senior  officer  of  a  subsidiary of the
               Company;  and

          (ii) an  associate  of  any person who is an insider by virtue of (i);

     (f)  "OUTSTANDING  ISSUE"  means  the  number  of  Common  Shares  that are
          outstanding  on  a  non-diluted  basis;

     (g)  "RESERVED FOR ISSUANCE" means shares which may be issued in the future
          upon  the  exercise  of  Arrangement  Options which have been granted;

     (h)  "SHARE  COMPENSATION  ARRANGEMENTS" means a stock option, stock option
          plan,  employee  stock  purchase  plan  or  any  other compensation or
          incentive  mechanism  involving  the issuance or potential issuance of
          shares  to  one  or  more Service Providers including a share purchase
          from treasury which is financially assisted by the Company by way of a
          loan,  guarantee  or  otherwise;  and

     (i)  "SUBSIDIARY"  shall  have  the  meaning  ascribed  to that term in the
          Securities  Act  (Ontario").

2.   PURPOSE  OF  THE  PLAN

          The  purpose  of  the  Plan  is to develop the interest of certain key
Service Providers in the growth and development of the Company by providing them
with the opportunity, through the granting of Arrangement Options, to acquire an
increased  proprietary  interest  in  the  Company.

3.   IMPLEMENTATION

          The  Plan  will be implemented in accordance with the terms hereof and
will  be structured to comply with the rules of the TSX, as amended from time to
time  (the  "TSX  RULES").

4.   ADMINISTRATION

          The Plan will be administered by the board of directors of the Company
(the  "BOARD")  or,  in the Board's discretion, by a committee (the "COMMITTEE")
appointed  by  the  Board  and  consisting of not less than three members of the
Board.  Subject  to  the  provisions  of the Plan, the Board or the Committee is
authorized,  in  its sole discretion, to make such determinations under and such
interpretations of and take such steps and actions in connection with the proper
administration  of  the  Plan  and  such  rules  and  regulations concerning the
granting  of  the  Arrangement  Options  pursuant  to  the  Plan  as it may deem
necessary  or  advisable.  No  member  of  the Board or of the Committee will be


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                                      - 3 -

liable  for any action or determination taken or made in good faith with respect
to  the  Plan  or  any  Arrangement  Options granted under it. Any determination
approved  by  a majority of the Board or of the Committee will be deemed to be a
determination  of that matter by the Board or the Committee, as the case may be.
Members  of  the Board or the Committee may be granted Arrangement Options under
the  Plan.

5.   NUMBER  OF  SHARES  DEDICATED  TO  THE  PLAN

          The  Company  shall reserve, set aside and make available to the Board
or  Committee for the granting of Arrangement Options to eligible grantees up to
an aggregate of 2,780,412 Common Shares, subject to adjustment from time to time
provided  that  such  adjustment  receives the necessary approvals in accordance
with  the TSX Rules. All Arrangement Options granted under the Plan will conform
to  all  applicable provisions prescribed by the Plan and to such specific terms
and conditions as may be determined by the Board or the Committee at the time of
making  each grant, provided that such terms and conditions are not inconsistent
with  the  provisions  hereof.  Common Shares reserved for issuance for which an
Arrangement  Option  is  granted  under  the Plan but not exercised prior to the
termination  of such Arrangement Option, whether through surrender, termination,
lapse  or  otherwise,  shall  be  available  for  Arrangement Options thereafter
granted  by  the Board or the Committee under the Plan. All Common Shares issued
pursuant to the exercise of the Arrangement Options granted under the Plan shall
be  issued  as  fully-paid  and  non-assessable  shares.

6.   ELIGIBILITY

          The  persons  who  will  be eligible to be granted Arrangement Options
pursuant  to  the  Plan  ("PARTICIPANTS")  will be such Service Providers as the
Board or the Committee shall determine. In determining Arrangement Options to be
granted  to  Participants  under  the Plan, the Board or Committee will give due
consideration  to  the  value  of each such Service Provider's past, present and
potential  contribution  to  the  Company's  success  or  to  the success of any
affiliate  or  subsidiary  of  the  Company.

7.   GRANTING  OF  ARRANGEMENT  OPTIONS

     (a)  Subject  to  the  provisions  herein  set  forth  and  after review of
          recommendations  from  management  for the granting of the Arrangement
          Options,  the Board or Committee shall, in its sole discretion, select
          those  Participants  to  whom  such Arrangement Options under the Plan
          shall  be  granted (an "OPTIONEE"), fix the number of Common Shares to
          be  granted  to  each  and the terms and conditions, within the limits
          prescribed  in  paragraph  8,  attaching  to  each Arrangement Option.

     (b)  Subject  to  the provisions contained herein, the following additional
          provisions  shall  be  applicable  to  the Arrangement Options granted
          under  the  Plan:

          (i)  a  majority  of the Common Shares reserved for issuance under the
               Plan  will  or  may  be  issuable to Insiders of the Company; and


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          (ii) the number of Common Shares Reserved for Issuance pursuant to the
               Plan,  together  with  all  of  the  Company's  other  previously
               established  or  proposed  Share Compensation Arrangements, could
               result,  at  any time in the number of Common Shares Reserved for
               Issuance  under  the Plan exceeding 10% of the Outstanding Issue.

8.   TERMS  AND  CONDITIONS  OF  THE  ARRANGEMENT  OPTIONS

          The  terms and conditions of each Arrangement Option granted under the
Plan shall be set forth in an Option Agreement between the Company and Optionee.
Such  Option  Agreement  shall  include  the  following  terms  and  conditions:

     (a)  NUMBER  OF  COMMON  SHARES  - The Board or the Committee shall, in its
          sole  discretion,  but  subject  to  the  TSX Rules, fix the aggregate
          number  of  Common  Shares  which  are  the subject of the Arrangement
          Option.

     (b)  ARRANGEMENT  OPTION  PRICE  - Pursuant to the TSX Approval letter, the
          Board  or  the  Committee  shall  fix the Arrangement Option price per
          Common  Share  at  U.S.$0.80  per  share.

     (c)  PAYMENT  -  The  full  purchase  price for the Common Shares purchased
          under  the  Arrangement  Option  shall  be  paid  for in cash upon the
          exercise  thereof.  An Optionee who is not already a shareholder shall
          have  none  of the rights of a shareholder of the Company until Common
          Shares issuable pursuant to this Arrangement Option are issued to him.

     (d)  TERM  OF ARRANGEMENT OPTION - The Board or the Committee shall fix the
          term  of  the  Arrangement  Option  at  five  years  from the date the
          Effective  Date,  subject  to  subparagraphs  (e), (f) and (g) of this
          paragraph  8.

     (e)  DEATH OF OPTIONEE - In the event of the death of the Optionee while in
          the  employment of the Company or an affiliate of the Company prior to
          the  end  of  the term of the Arrangement Option, the Optionee's legal
          representative  may:

          (i)  exercise  the  Arrangement Option to the extent that the Optionee
               was  entitled to do so at the date of his death at any time up to
               and  including, but not after, a date one year following the date
               of  death  of  the Optionee, or prior to the close of business on
               the  day  of  the  expiry  of the term of the Arrangement Option,
               whichever  is  earlier;  and

          (ii) with  the  prior  written  consent of the Board or the Committee,
               exercise  the  Arrangement  Option  to purchase all or any of the
               optioned  shares  as the Board or the Committee may designate but
               not  exceeding  the  number  of optioned shares that the Optionee
               would  have  been  entitled  to  otherwise  had  he survived. The
               Arrangement  Option  may  be  exercised  at  any  time  up to and
               including,  but  not after, the date one year following the death


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               of the Optionee or prior to the closing of business on the day of
               the  expiry  of  the term of the Arrangement Option, whichever is
               earlier.

     (f)  RESIGNATION  OR  DISCHARGE FOR CAUSE OF OPTIONEE - In the event of the
          resignation  of  the  Optionee  as  an  employee  of the Company or an
          affiliate of the Company, or the discharge for "cause" of the Optionee
          as  an  employee  of  the  Company or a subsidiary or affiliate of the
          Company during the duration of the Arrangement Option, the Arrangement
          Option  shall in all respects cease and terminate. For the purposes of
          the  Plan,  the  determination  by  the  Company that the Optionee was
          discharged  for  "cause"  shall  be  binding  on  the  Optionee.

     (g)  OTHER  TERMINATION  OF  OPTIONEE  - In the event of the termination of
          employment  of  the  Optionee  with  the  Company  or  a subsidiary or
          affiliate  of the Company, other than as referred to in paragraphs (e)
          and  (f)  above,  the  Optionee  may:

          (i)  exercise  the  Arrangement  Option  to  the  extent  that  he was
               entitled  to do so at the time of such termination of employment,
               at  any  time  up  to and including, but not after, the effective
               date  of  such termination of employment or prior to the close of
               business  on the day of the expiry of the term of the Arrangement
               Option,  whichever  is  earlier;  and

          (ii) with  the  prior  written  consent of the Board or the Committee,
               which  consent  may be withheld in the Company's sole discretion,
               exercise  the  Arrangement  Option  to purchase all or any of the
               optioned  shares  as the Board or the Committee may designate but
               not  exceeding  the  number of optioned shares that he would have
               been entitled to otherwise had his employment with the Company or
               a  subsidiary or affiliate of the Company been maintained for the
               term  of  the  Arrangement  Option. The Arrangement Option may be
               exercised  at any time up to and including, but not after, a date
               three  (3)  months  following the date of the said termination of
               employment,  or  prior  to the close of business on the expiry of
               the  term  of  the  Arrangement  Option,  whichever  is  earlier.

     (h)  NON-TRANSFERABILITY  OF  ARRANGEMENT  OPTION - The Arrangement Options
          granted  under  the  Plan may not be assigned, encumbered or otherwise
          disposed  of  by  the  Optionee,  provided  that  nothing herein shall
          operate  to restrict the transfer of any Common Shares issued pursuant
          to  the  exercise of a particular Arrangement Option granted under the
          Plan.

     (i)  EXERCISE  OF  ARRANGEMENT  OPTION  -  Subject to the provisions of the
          Plan,  an Arrangement Option granted under the Plan shall be exercised
          from  time  to  time by the Optionee, or in the event of death, by his
          legal  representatives,  by  giving notice in writing addressed to the
          Company at its registered office, to the attention of the Secretary of
          the  Company,  specifying  the number of optioned shares in respect of
          which  such  notice  is  being given, together with payment by cash or
          certified  cheque  in  full of the purchase price for the shares being
          purchased.


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9.   ADJUSTMENTS  IN  EVENT  OF  CHANGE  IN  STRUCTURE  OF  CAPITAL

          Appropriate adjustments in the number of Common Shares optioned and in
the option price per Common Share, relating to Arrangement Options granted or to
be granted, shall be made by the Board or the Committee, in its sole discretion,
to  give  effect  to  adjustments  in the number of Common Shares of the Company
resulting,  subsequent  to  the  approval of the Plan by the shareholders of the
Company  from any subdivisions, consolidations or reclassification of the Common
Shares of the Company, or other relevant changes in the capital structure of the
Company,  or the payment of stock dividends other than in the ordinary course of
business  by  the  Company.

10.  AMENDMENT  OR  DISCONTINUANCE  OF  PLAN

          The  Board may amend the Plan at any time subject to prior approval of
the  TSX  and  compliance  with  the  applicable  TSX  Rules.

11.  MISCELLANEOUS

     (a)  NO RIGHTS AS A SHAREHOLDER
          --------------------------

          Nothing  contained  in  the Plan nor in any Arrangement Option granted
hereunder  shall  be  deemed to give any Optionee any interest or title in or to
any  Common  Shares of the Company or any rights as a shareholder of the Company
or  any other legal or equitable right against the Company whatsoever other than
as set forth in the Plan and pursuant to the exercise of any Arrangement Option.

     (b)  EMPLOYMENT
          ----------

          Nothing  contained  in  the Plan shall confer upon any Participant any
right  with  respect to employment or continuance of employment with the Company
or  any  affiliate, or interfere in any way with the right of the Company or any
affiliate thereof to terminate such employment at any time. Participation in the
Plan  by  a  Participant  is  voluntary.

     (c)  RECORD KEEPING
          --------------

          The  Company  shall  maintain  a  register in which shall be recorded:

          (i)  the name and address of each Participant; and

          (ii) the number of Arrangement Options granted to a Participant and
               the number of Arrangement Options outstanding.

     (d)  ADMINISTRATION OF THE PLAN
          --------------------------

          The  Board  or  the Committee is authorized to interpret the Plan from
time  to time and to adopt, amend and rescind rules and regulations for carrying
out  such  Plan  provided,  however, that no amendment shall be made to the Plan
without  the  prior  approval of the TSX. The interpretation and construction of


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any  provision  of  the  Plan  by  the Board or the Committee shall be final and
conclusive.  Administration  of  the  Plan  shall  be  the responsibility of the
appropriate  officers  of  the Company and all costs in respect thereof shall be
paid  by  the  Company.

     (e)  INCOME TAXES
          ------------

          As a condition of and prior to participation in the Plan a Participant
shall  authorize  the  Company in written form to withhold from any remuneration
otherwise  payable  to  such  Participant  any  amounts  required  by any taxing
authority  to  be  withheld  for  taxes  of  any  kind  as a consequence of such
participation  in  the  Plan.

     (f)  NO REPRESENTATION OR WARRANTY
          -----------------------------

          The  Company  makes  no  representation  or  warranty as to the future
market  value  of  any Common Shares issued in accordance with the provisions of
the  Plan.

     (g)  INTERPRETATION
          --------------

          The Plan will be governed by and construed in accordance with the laws
of  the  Province  of  Ontario.

     (h)  COMPLIANCE WITH APPLICABLE LAW, ETC.
          -----------------------------------

          If any provision of the Plan or any agreement entered into pursuant to
the  Plan  contravenes any law or any order, policy, by-law or regulation of any
regulatory  body or stock exchange having authority over the Company or the Plan
then  such  provision  shall  be  deemed to be amended to the extent required to
bring  such  provision  into  compliance  therewith.


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