EXHIBIT 10.8


                             APOLLO GOLD CORPORATION

                           STOCK OPTION INCENTIVE PLAN


          WHEREAS  International Pursuit Corporation ("PURSUIT") created a stock
option  incentive plan for its senior officers, directors and key employees (the
"PLAN");

          AND  WHEREAS,  pursuant  to  a  plan of arrangement effective June 25,
2002, between Pursuit and Nevoro Gold Corporation ("NEVORO"), Pursuit and Nevoro
amalgamated  to  form  Apollo  Gold  Corporation  (the  "COMPANY");

          AND  WHEREAS, the Company wishes to confirm and adopt the Plan for the
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");

          AND  WHEREAS,  the  Plan  is intended to qualify as an Incentive Stock
Option  Plan  pursuant to Section 422 of the United States Internal Revenue Code
(the  "CODE").

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;

     (d)  "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);

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

     (f)  "RESERVED FOR ISSUANCE" means shares which may be issued in the future
          upon  the  exercise  of  stock  options  which  have  been  granted;

     (g)  "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

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


<PAGE>
                                                                              H2

2.        PURPOSE OF THE PLAN

          The  purpose  of  the  Plan  is to (i) develop the interest of certain
Service  Providers  in  the  growth  and  development  of  the Company, and (ii)
encourage selected individuals to accept or continue employment with the Company
or  its  Affiliates by providing them with the opportunity, through the granting
of  stock  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 Toronto Stock Exchange (the
"TSX"),  as  amended  from  time  to  time  (the  "TSX  RULES")  and  the  Code.

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  options  pursuant  to  the  Plan  as it may deem necessary or
advisable.  All  questions of interpretation, implementation, and application of
this  Plan  shall be determined by the Board. Such determinations shall be final
and  binding  on all persons. No member of the Board or of the Committee will be
liable  for any action or determination taken or made in good faith with respect
to  the  Plan  or  any 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 options under the Plan. From and after
such time as the Company registers a class of equity securities under Section 12
of  the  Securities  Exchange  Act of  1934,  as  amended  (the "EXCHANGE ACT"),
this Plan  shall  also be  administered  in  accordance  with the  disinterested
administrative  requirements  of  Rule  16b-3  promulgated by the Securities and
Exchange  Commission  ("RULE  16B-3"),  or  any  successor  rule  thereto.

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 options to eligible grantees up to an aggregate
of  4,805,904  Common  Shares,  subject to adjustment from time to time provided
that such adjustment receives the necessary approvals in accordance with the TSX
Rules.  All  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 option is
granted  under  the  Plan  but  not  exercised  prior to the termination of such
option,  whether  through  surrender,  termination, lapse or otherwise, shall be
available for options thereafter granted by the Board or the Committee under the
Plan.  All  Common Shares issued pursuant to the exercise of the 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 options pursuant to the
Plan  ("PARTICIPANTS")  will  be  such  Service  Providers  as  the Board or the
Committee  shall determine. In determining 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  present  and  potential contribution to the
Company's  success  or  to  the  success  of  any affiliate or subsidiary of the
Company.


<PAGE>
                                                                              H3

7.        GRANTING OF OPTIONS

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

          (b)  Subject   to  the  provisions  contained  herein,  the  following
               additional  provisions  shall  be  applicable  to 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;

               (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;

              (iii) each  option  shall  be  evidenced by a written stock option
                    agreement,  in form satisfactory to the Company, executed by
                    the  Company  and the person to whom such option is granted;
                    provided  however,  that  the  failure  by  the Company, the
                    Optionee,  or both to execute a stock option agreement shall
                    not  invalidate  the  granting  of  any  option;

               (iv) the  stock option agreement executed by any Service Provider
                    who  is a U.S. taxpayer shall specify whether each option it
                    evidences  is a non-qualified option ("NQO") or an incentive
                    stock  option  ("ISO").  Notwithstanding  designation of any
                    option  as  an  ISO  or  a NQO, if the aggregate fair market
                    value  of  the shares under options designated as ISOs which
                    would  become exercisable for the first time by any Optionee
                    at  a  rate  in  excess  of  one  hundred  thousand  dollars
                    ($100,000)  in  any  calendar  year  (under all plans of the
                    Company), then unless otherwise provided in the stock option
                    agreement  or  by  the  Compensation Committee, such Options
                    shall  be NQOs to the extent of the excess above one hundred
                    thousand dollars ($100,000). For purposes of this paragraph,
                    options  shall  be  taken into account in the order in which
                    they  were  granted, and the fair market value of the shares
                    shall  be determined as of the time the option, with respect
                    to  such  shares,  is  granted;

                (v) no  ISO  granted  to  any  person  who  owns, directly or by
                    attribution, stock possessing more than ten (10%) percent of
                    the  total  combined voting power of all classes of stock of
                    the  Company or any Affiliate ( a "TEN PERCENT STOCKHOLDER")
                    shall be exercisable more than five (5) years after the date
                    of  grant;

               (vi) the  exercise price of any Option granted to any Ten Percent
                    Stockholder  shall  in no event be less than one hundred and
                    ten  percent  (110%)  of  the fair market value of the stock
                    covered by the Option at the time the Option is granted; and

              (vii) if  stock acquired upon exercise of an ISO is disposed of in
                    a  "disqualifying disposition" within the meaning of Section
                    422  of the Code, the holder of the stock immediately before
                    the  disposition  shall notify the Company in writing of the
                    date  and terms of the disposition and comply with any other
                    requirements  imposed  by the Company in order to enable the
                    Company  to secure any related income tax deduction to which
                    it  is  entitled.


<PAGE>
                                                                              H4

8.        TERMS AND CONDITIONS OF THE OPTIONS

          The  terms  and conditions of each 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
               option.

          (b)  OPTION  PRICE  -  The Board or the Committee shall fix the option
               price  per  Common  Share which shall not be less than the market
               price  per  Common  Share  at  the  time  of  the  grant.

               For  the  purposes  of  this subparagraph 8(b), "market price per
               Common  Share"  at  the  time of grant means the closing price in
               Canadian  dollars  on  the Toronto Stock Exchange (or if not then
               traded  on  such  exchange,  the  closing  market  price  on  the
               over-the-counter  market  in  Toronto)  of  the Common Shares one
               trading  day prior to the date the option is granted by the Board
               or  the  Committee  and  if there be no sale on such trading day,
               then  the  average  of  the  closing  bid  and ask prices on such
               trading  day  provided  that  if  the  Common Shares are not then
               traded  on  any  public  market, the Board in its sole discretion
               (but  subject  to  compliance with the TSX Rules) shall determine
               "market  price  per Common Share" at the time of grant. Reference
               is  made  to paragraph 11 hereof as to the limit to grants to one
               person.

          (c)  PAYMENT - The full purchase price for the Common Shares purchased
               under  the option shall unless otherwise provided in the separate
               option  agreement, 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  option  are  issued  to  him.

          (d)  TERM  OF  OPTION  -  No  options shall be granted under this Plan
               after  ten  (10) years from the adoption of the Plan by the Board
               of  Directors.  The  Board or the Committee shall fix the term of
               the  option  which term shall not be for more than ten (10) years
               from  the  date  the  option is granted, subject to subparagraphs
               (e),  (f)  and  (g)  of  this  paragraph  7.

          (e)  DEATH  OR  DISABILITY  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
               option,  the  Optionee  or  Optionee's  legal representative may:

                    (i)  exercise the 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 (1) 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 option,
                    whichever  is  earlier; and at any time up to and including,
                    but  not after, a date twelve (12) months following the date
                    of  disability  of  the  Optionee,  or prior to the close of
                    business on the day of the expiry of the term of the option,
                    whichever  is  earlier;  and

                    (ii)  with  the  prior  written  consent of the Board or the
                    Committee, exercise the 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  or  not been disabled. The option may be exercised
                    at  any  time  up  to  and  including,  but  not  after, the
                    respective  dates  set  forth  in  paragraph  (i)  above.

          (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


<PAGE>
                                                                              H5

               Company  during  the  duration of the option, the option shall in
               all respects, except as otherwise exercised as set forth below in
               paragraph  (g)(ii)  hereof, 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 paragraph
               (e)  above,  the  Optionee  may:

                    (i)  exercise  the 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
                    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 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 option. The
                    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 option, whichever
                    is  earlier.

         (h)   NON-TRANSFERABILITY  OF  OPTION  -  The options granted under the
               Plan  may  not be transferred, assigned, (except by will, by laws
               of  descent  or pursuant to a qualified domestic relations order)
               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
               option  granted  under the Plan. During the life of the Optionee,
               an  option  shall  be  exercisable only by Optionee or Optionee's
               guardian  or  conservator.

         (i)   EXERCISE  OF  OPTION  - Subject to the provisions of the Plan, an
               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 on the notice of
               exercise  form 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,  and  unless  otherwise  specified,  together  with
               payment by cash or certified cheque in full of the purchase price
               for  the  shares  being  purchased.

9.        CHANGE IN STRUCTURE OF CAPITAL/CHANGE OF CONTROL

          (a)  CHANGES  IN  CAPITAL  STRUCTURE  - Appropriate adjustments in the
               number  of  Common  Shares  optioned  and in the option price per
               Common Share, relating to 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.

          (b)  CORPORATE  TRANSACTIONS  -  In  connection  with  (i) any merger,
               consolidation,  acquisition,  separation,  or  reorganization  in
               which  more than fifty percent (50%) of the shares of the Company
               outstanding immediately before such event are converted into cash
               or  into another security, (ii) any dissolution or liquidation of
               the  Company  or  any partial liquidation involving fifty percent
               (50%)  or  more  of  the assets of the Company, (iii) any sale of
               more  than  fifty  percent (50%) of the Company's assets, or (iv)
               any  like  occurrence in which the Company is involved, the Board
               or the


<PAGE>
                                                                              H6

               Compensation Committee may, in its absolute discretion, do one or
               more of the following upon ten (10) days' prior written notice to
               all  Optionees;  (a)  accelerate any vesting schedule to which an
               option  is  subject;  (b)  cancel  options  upon  payment to each
               optionee  in cash, with respect to each option to the extent then
               exercisable,  of  any amount which, in the absolute discretion of
               the  Board  or  the  Compensation  Committee, is determined to be
               equivalent  to  any  excess of the market value (at the effective
               time of such event) of the consideration that such Optionee would
               have  received  if  the  option  had  been  exercised  before the
               effective time over the exercise price of the option; (c) shorten
               the  period  during  which such options are exercisable (provided
               they remain exercisable, to the extent otherwise exercisable, for
               at  least  ten  days  after the date the notice is given); or (d)
               arrange  that  new  option  rights  be substituted for the option
               rights granted under this Plan, or that the Company's obligations
               as  to  options  outstanding  under  this  Plan be assumed, by an
               employer  corporation  other  than  the Company or by a parent or
               subsidiary of such employer corporation. The actions described in
               this  paragraph  may be taken without regard to any resulting tax
               consequence  to  the  Optionee.

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.       LIMIT TO GRANTS TO ONE PERSON

          The  number  of  Common Shares reserved for issuance to any one person
pursuant  to  the grant of options under the Plan or otherwise may not exceed 5%
of  the  Outstanding  Issue.  In  addition, the issuance of Common Shares to any
Insider  and  his  or  her  associates under the Plan, within a one-year period,
shall  not  exceed  5%  of  the  Outstanding  Issue.

12.            MISCELLANEOUS

          (a)  NO  RIGHTS  AS  A  SHAREHOLDER

               Nothing contained in the Plan nor in any 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  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 options granted to a Participant and the
                    number  of  options  outstanding.


<PAGE>
                                                                              H7

          (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 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)  FINANCIAL  ASSISTANCE

               Subject  to  compliance  with applicable corporate and securities
               laws,  the  Board  may  at any time authorize the Company to loan
               money  to a Participant in order to assist him or her to exercise
               options  granted under the Plan. Such loan shall be provided on a
               non-recourse basis, shall be non-interest bearing and shall be on
               such  other  terms  and  conditions to be determined from time to
               time  by  the  Board.

          (i)  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. Subject to compliance
               with  applicable  securities   legislation,  grants  of   options
               pursuant  to  the  Plan  may  be made prior to the receipt of the
               necessary  approvals  required by the TSX Rules provided that the
               option  agreements evidencing such grants shall specify that they
               shall  not  be  exercisable,  in  whole  or  in part, unless such
               approvals  are  received.

          (j)  OPTION  PRICING  AND  UNDISCLOSED  MATERIAL  INFORMATION

               Option  exercise  prices  shall not be determined hereunder based
               upon  market  prices   which   are  not  reflective  of  material
               information  of  which management is aware but which has not been
               publicly  disclosed  in  accordance  with  applicable  securities
               legislation  unless  the  grantee  is  neither an employee nor an
               Insider  of  the  Company  or its affiliates at the time that the
               exercise  price  is  determined.


<PAGE>