EXHIBIT 10.10




                               SUBLEASE AGREEMENT



                                     BETWEEN

                                   TEXACO INC.

                                   (SUBLESSOR)



                                       AND



                                APOLLO GOLD, INC.

                                   (SUBLESSEE)


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                                    SUBLEASE

1.     PREMISES
2.     TERM AND USE
3.     BASE RENT
4.     OCCUPANCY DATES
5.     EARLY OCCUPANCY
6.     ADDITIONAL CHARGES
7.     ADDITIONAL RENT
8.     BUILDING SECURITY
9.     RENOVATION IMPROVEMENT WORK
10.    SECURITY DEPOSIT
11.    PARKING
12.    LEGAL USE, REGULATIONS AND VIOLATION OF INSURANCE COVERAGE
13.    SAFETY AND LIMITATION OF EQUIPMENT
14.    ACCEPTANCE OF PREMISES
15.    SERVICES
16.    MAINTENANCE, ALTERATIONS, ADDITIONS OR IMPROVEMENTS
17.    ASSIGNMENT OR SUBLETTING
18.    RE-ENTRY AND REPAIRS
19.    DEFAULT BY SUBLESSEE
20.    CONDEMNATION
21.    SUBORDINATION
22.    SUBLESSEE'S ASSUMPTION OF RISK OF LIABILITIES
23.    INDEMNIFICATION
24.    NO RIGHT TO LIEN, MORTGAGE OR  ENCUMBER
25.    NO REPRESENTATIONS OR WARRANTIES
26.    TERMS OF ESSENCE
27.    WAIVER
28.    NOTICE
29.    ENTIRE AGREEMENT
30.    AMENDMENT
31.    COUNTERPART EXECUTION
32.    ACCEPTANCE OF AGREEMENT
33.    SEVERABILITY
34.    GOVERNING LAW
35.    EXPENSES
36.    RULES OF CONSTRUCTION
37.    CONFLICT
38.    TERMINATION
39.    BROKER
40.    SIGNAGE AND DIRECTORIES
41.    ARBITRATION
42.    NO CONFLICTS OF INTEREST


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EXHIBIT A - SUBLEASE  AGREEMENT
EXHIBIT B - LEASE  AGREEMENTS  (the  Lease)
EXHIBIT C - PREMISES  FLOOR  PLATS
EXHIBIT D - CONSTRUCTION  SPACE  PLAN
EXHIBIT E - RULES  AND  REGULATIONS


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                               SUBLEASE AGREEMENT
                               ------------------

     THIS SUBLEASE AGREEMENT entered into this 18th day of July of 2002, between
Texaco Inc., a Delaware corporation, hereinafter referred to as "Sublessor" and
Apollo Gold, Inc., a Delaware corporation, hereinafter referred to as
"Sublessee",

     WHEREAS by means of a Lease Agreement dated December 15, 1983, and the
Termination Agreement and Seventh Amendment to Lease dated February 1, 1995
(hereinafter collectively referred to as "the Lease") which are attached hereto
as Exhibit B, entered into between Sublessor and DENTEX ASSOCIATES, Sublessor
has leased the premises (as hereinafter defined) and certain portions of the
Building (as hereinafter defined),

     WHEREAS DENTEX ASSOCIATES sold the property and assigned and transferred
the Lease to BEDFORD PROPERTY INVESTORS, INC. ("Landlord") effective May 27,
1998,

     WHEREAS the Landlord has consented to this Sublease Agreement as evidenced
by Landlord's Consent To Sublease, attached hereto as Exhibit A, and

     WHEREAS Sublessee wishes to sublease the Premises (as hereinafter defined)
from Sublessor under the terms and conditions provided for herein.

     NOW THEREFORE the parties hereby agree as follows:


                                   WITNESSETH:

     1.   PREMISES: In consideration of the rent hereinafter set forth to be
paid by the Sublessee to the Sublessor, as and when due, and the further
consideration of the terms, conditions, covenants and agreements of this
Sublease Agreement to be kept and performed by the Sublessee, the Sublessor does
hereby sublease unto the Sublessee, and the Sublessee does hereby sublease from
the Sublessor an area consisting of a portion of the 7th floor totaling 4,953
rentable square feet of the Texaco Building located at 4601 DTC Boulevard ("the
Building"), in the City and County of Denver, Colorado (the "Premises"),
together with the right to use the common building's areas and facilities. The
location of the Texaco Building is more accurately described in Exhibit A of the
Lease, attached hereto as Exhibit B. The Premises subject to this Sublease are
identified with the floor plat identified in Exhibit C, also attached hereto.
Both Exhibit A of Exhibit B and Exhibit C are incorporated herein by reference
for purposes of description.

     2.   TERM AND USE: This Sublease is for a 29 month term to commence on
September 1, 2002, (hereinafter called the "Commencement Date") and shall end on
the 31st day of January, 2005, "Sublease Term", unless sooner terminated as
hereinafter provided, and shall be used for no other purpose(s) than general
office use without the written consent of the Sublessor first had and obtained.


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     3.   BASE RENT:

(a)  Sublessee shall pay to Sublessor rent (hereinafter called "Base Rent") in
     accordance with the following schedule:

          Month  1:$0.00  per  rentable square foot annually ($0.00 per month)

          Month 2-29: $10.50 per rentable square foot annually ($4,338.88 per
          month)

     payable in advance, without demand, on the first day of each and every
     calendar month during the term without deduction of setoffs. The first
     month's rent is due and payable upon execution of this Sublease Agreement.

(b)  The Base Rent shall be paid to Sublessor in legal tender of the United
     States of America to Sublessor at Chevron/Texaco Business and Real Estate
     Services, P.O. Box 297864, Houston, Texas 77297, or at such other place as
     Sublessor may from time to time designate by notice in writing.

     4.   OCCUPANCY DATES: Sublessee may occupy the space in accordance with the
          following schedule:

               September  1,  2002  -  January  31,  2005

However, Sublessee shall have the right to enter the Premises upon execution of
this Sublease Agreement by both Sublessee and Sublessor, and the consent by
Landlord without early occupancy charge for the purpose of completing tenant
improvements and telecommunications cabling and equipment.

     5.   EARLY OCCUPANCY:  In the event Sublessee wishes to occupy any of the
Premises in advance of the dates outlined in Article 4, the rental rate for the
early occupancy period will be prorated to the number of days the premises is
occupied and the portion of the premises occupied versus the normal monthly
rental rate of $4,333.88.

     6.   ADDITIONAL  CHARGES:  The  Sublessee  further  covenants that if any
charges are incurred by the Sublessee by reason of the Sublessor furnishing any
services, or by reason of the Sublessor furnishing any work or materials upon
the Premises, upon order of the Sublessee, those charges shall be considered as
rent due upon the furnishing of such services, labor or materials and shall be
collectible as rent upon demand of the Sublessor, and the charges therefore
shall become a part of any lien for rent due or unpaid that may be asserted
hereunder by the Sublessor.

     7.   ADDITIONAL  RENT:  In addition to the Base Rent, Sublessee shall pay
an additional rental ("Additional Rental") for each "Escalation Year" (as
hereinafter defined) the "Sublessee's Share" (as hereinafter defined) of the
increase, if any, in the tax and operating expenses over the "Operating Expense
Base" (as hereinafter defined). Such Additional Rental shall be payable by
Sublessee to Sublessor at the same time and in the same manner as the Sublessor


<PAGE>
is required to make payments of Additional Rent to the Landlord pursuant to the
Lease.

For purposes of the Sublease, the term "Escalation Year" shall mean each
calendar year, after the 2002 base year falling, in whole or in part, within the
terms of the Sublease. If the term of this Sublease terminates or expires on a
date other than December 31, the Additional Rental for the pertinent Escalation
Year shall be prorated based upon the number of days in such Escalation Year in
which this Sublease terminates or expires.

The term "Operating Expense Base" shall mean the amount of tax and operating
expense incurred in the year 20002. The term "Sublessee's Share" is 2.09% which
is determined by dividing the number of rentable square feet in the Premises
4,953 by the number of rentable square feet in the Building (237,055). In the
event of any change in the area of the Premises or the Building or in the event
Sublessee is entitled to a rent abatement hereunder as to all or any portion of
the Premises, Sublessee's Share shall be adjusted to reflect such change or
event on a prorated, daily basis.

In determining operating expenses, if, on average less than 95% of the rentable
square footage of the Building is occupied during any calendar year, the amount
to be included for the variable cost portion of operating expenses shall be the
gross variable costs included with operating expenses, reasonably adjusted to
total the amount of such variable costs which would have been incurred had, on
average, 95% of the rentable square footage of the Building been occupied during
such calendar year. If operating expenses are so adjusted for any calendar year,
in the escalation statement for such year delivered to Sublessee, Sublessor
shall note such fact and shall specify in reasonable detail the types of
variable costs so adjusted and the method of calculation of such adjustment. The
amount of such adjustment shall not exceed 10% per annum.

     8. BUILDING SECURITY: In accordance with terms in the Lease, a security
guard is on site 24 hours per day seven days per week to monitor the parking
area and individual floors in the Building. A proximity card reader system is
currently in place to provide entry access into the Premises as well as after
hours access to the exterior doors of the Building. Sublessor is willing to
cooperate with Sublessee in any attempts to utilize the existing hardware
installed on Premises entry doors and the Building's exterior doors to create an
independent system for Sublessee. Sublessee would be responsible for all costs
and expenses required to modify, monitor and maintain the new independent
system.

     9.   RENOVATION IMPROVEMENT WORK:  Sublessee acknowledges that it is
accepting the Premises, including common areas on the 7th floor, in its present
"as is" condition and that neither the Landlord nor Sublessor shall have any
obligations to make any renovations or improvements to the Premises or the floor
common areas. Sublessor shall, however, construct Sublessee's entrance and
demising walls and provide a copper water line and prior to delivery of the
Premises cause the Premises and floor common areas to be reasonably clean.
Sublessee shall perform all necessary additional tenant improvements or
alteration work, including but not limited to, architectural, construction and
engineering services, and permit fees at its sole cost and expense in accordance
with the terms of the Lease, and subject to approval and consent of Landlord and
Sublessor, which consent shall not be unreasonably withheld or delayed by


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Sublessor. Any ADA or fire code issues within the Premises shall be at
Sublessee's expense. Sublessor or Landlord shall be responsible for any ADA or
fire code issues in the Building's common areas as per the Lease document. Any
renovation work in and around the Premises shall be performed as set forth
below:

     (a)  TENANT IMPROVEMENT PLANS: Sublessee shall provide Sublessor detailed
          plans for any proposed tenant improvement or alteration work within
          the Premises for review and approval by Landlord and Sublessor.
          Sublessor shall have five (5) business days from its receipt of
          Sublessee's plans and specifications to approve or disapprove same.
          This Sublease is also subject to and contingent upon the Sublessor
          obtaining the written approval of the Landlord as to the Sublessee's
          plans and specifications for the Tenant Improvement Work to the extent
          required under the Lease, as hereinafter defined. Sublessor hereby
          approves the plans and specifications for Tenant Improvement Work
          attached to this Sublease Agreement as Exhibit D and incorporated
          herein by this reference.

     (b)  TENANT IMPROVEMENT WORK:

          (i)  The Sublessee shall be responsible for the management and
               supervision of the performance of the Tenant Improvement Work.
               Notwithstanding the foregoing, Sublessee agrees that the
               contractor selected to do the Tenant Improvement Work and the
               contract, or contracts, covering the Tenant Improvement Work
               shall be required to complete an American Institute of Architects
               Contractor Qualification Form (form A305) and that said
               contractor shall be approved by Landlord and Sublessor, which
               approval shall not be unreasonably withheld. Sublessee warrants
               that all work to be performed on the Premises by, through or
               under Sublessee, shall comply with all applicable laws,
               regulations, codes, and ordinances.

          (ii) In order to prevent interference with the operations of the
               Sublessor or other building tenants ("other tenants") and to
               allow them their rightful quiet enjoyment of the Building, any
               Tenant Improvement Work that may, in Sublessor's reasonable
               discretion, interfere with Sublessor's operations, or with the
               operations of other tenants, including but not limited to
               excessive noise and/or vibration, shall, to the extent possible,
               be performed before or after normal business hours. Moreover, any
               shutdowns of utilities in the Building, other than solely in the
               Premises, must be performed in a manner that ensures that
               Sublessor's operations, and the operations of other tenants, will
               not be adversely impacted. As such, Sublessee must obtain the
               prior approval of Sublessor of any shutdown of utilities outside
               the Premises. Any shutdown of utilities which interfere with the
               operations of Sublessor, or the operations of other tenants,
               shall be scheduled during other than their normal business hours
               of 7:15 a.m. - 4:15 p.m. Monday - Friday. Sublessee agrees to use
               reasonable efforts to minimize any interference to the business
               operations of Sublessor and other tenants caused by the


<PAGE>
               performance of the Tenant Improvement Work. Sublessee shall be
               responsible for obtaining the Certificate of Occupancy of which a
               copy is to be forwarded to Sublessor prior to actual occupancy.

     10.  SECURITY DEPOSIT:

     (a)  Upon execution of this Sublease Agreement, Sublessee shall pay
          Sublessor the sum of $4,333.88, equivalent to one months' rent, as
          security for the faithful performance and observance by the Sublessee,
          of the terms, provisions and conditions of this Sublease Agreement. It
          is agreed that in the event the Sublessee defaults in respect to any
          of the terms, provisions and conditions of this Sublease Agreement,
          including but not limited to the payment of Base Rent and Additional
          Charges, Sublessor may use, apply or retain the whole or any part of
          the security so deposited to the extent required for the payment of
          any Base Rent or any other sum as to which Sublessee is in default, or
          for any reasonable sum which Sublessor may expend or may be required
          to expend by reason of Sublessee's default in respect of any of the
          terms, covenants and conditions of this Sublease Agreement, including
          but not limited to, any damages or deficiency in the reletting of the
          Premises, whether such damages or deficiency accrued before or after
          summary proceedings, or other re-entry by Sublessor.

     (b)  In the event Sublessee has fully and faithfully complied with all of
          the terms, provisions, covenants and conditions of this Sublease
          Agreement as of December 31, 2004, the security deposit, $4,333.18,
          shall be credited to Sublessee, without interest, to cover the
          January, 2005 rental payment for the Premises.

     (c)  Sublessee further covenants that it will not assign or encumber, or
          attempt to assign or encumber, the monies deposited herein as
          security, and that neither Sublessor, nor its successors or assigns
          shall be bound by any such assignment, encumbrance, attempted
          assignment or attempted encumbrance.

     (d)  In the event of any bankruptcy or other proceeding against the
          Sublessee, it is agreed that all such security deposit hereunder shall
          be deemed to be applied by Sublessor to rent, sales tax and other
          charges due to Sublessor, for the last month of the Sublease Term, and
          each preceding month, until such security deposit is fully applied. No
          trust relationship is created herein between Sublessor and Sublessee
          with respect to the deposit.

     11.  PARKING: Sublessor shall provide Sublessee with use of three and
one-half (3.5) spaces per 1,000 rentable square feet leased or 17 spaces. Spaces
shall be provided in the adjacent parking structure containing 493 spaces and
the contiguous surface lot containing 274 spaces. The Landlord has the right to
utilize the parking on the first level of the garage. If the Landlord elects to
restrict the parking on this level, Sublessee will only be permitted to use the
lowest level, second level and roof areas of the garage. Spaces shall be free of
charge during the Sublease Term and provided on a first come first serve basis.


<PAGE>
In the event additional space in the Building is subleased to other tenants, or
if parking in the adjacent parking structure and contiguous surface lot becomes
over crowded, in the sole opinion of Sublessor, Sublessor reserves the right, at
its option, to specifically designate the location of Sublessee's 17 parking
spaces, or to issue parking stickers for all vehicles authorized to park in the
contiguous surface lot and adjacent parking structure, or both.

     12.  LEGAL USE, REGULATIONS AND VIOLATION OF INSURANCE COVERAGE:

     The Sublessee (i) will occupy and use the Premises during the term for the
purpose above specified and none other; (ii) will not exhibit, sell or offer for
sale on the Premises or in the Building, any article or thing whatsoever (except
those articles and things permitted under the stated use of the Premises)
without the advance written consent of the Sublessor, (iii) will not make or
permit any use of the Premises which, directly or indirectly, is forbidden by
public law, ordinance or governmental regulation or which may be dangerous to
life, limb or property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the Building or covering its operation; (iv)
will not permit smoking in the Premises or the Building; and (v) will obey such
other reasonable nondiscriminatory rules and regulations as the Landlord or
Sublessor may hereafter adopt and make known to the Sublessee by written notice,
which additional rules and regulations do not conflict with the express terms
and provisions of this Sublease Agreement. True copies of all written rules and
regulations of the Landlord and the Sublessor as in effect on the date of
execution of this Sublease Agreement are attached hereto as Exhibit E and
incorporated herein by this reference. In addition to all other liabilities for
breach of any covenant of this paragraph, the Sublessee shall pay to the
Sublessor, an amount equal to the increased costs of insurance or damage.
Sublessee waives any claim against Sublessor for any expense or damage resulting
from compliance with any of the said rules, regulations, laws or orders.


     13.  SAFETY AND LIMITATION OF EQUIPMENT:

     Sublessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment including safes, large files,
etc., and to limit, restrict or exclude such equipment as well as other
equipment and machinery which in Sublessor's reasonable opinion are unusually
noisy or create unusual vibrations, or give off noxious odors, and only those
which in the opinion of Sublessor might with reasonable probability do damage to
the floors, structure and/or elevators, and may be so modified and used as to
avoid noise vibration and noxious odors may be moved into the Building. Any
damage occasioned in connection with the moving or installing of such
aforementioned articles in the Building or by reason of the existence of the
same in the Building shall be paid for by Sublessee.

     14.  ACCEPTANCE OF PREMISES:

     The Sublessee's taking possession shall be conclusive evidence as against
the Sublessee that the Premises were in good order and satisfactory condition
when the Sublessee took possession. No promise of the Sublessor to alter,
remodel, or improve the Premises or the Building and no representation


<PAGE>
respecting the condition of the Premises or the Building have been made by the
Sublessor to the Sublessee, unless the same is contained herein, or made a part
hereof and Sublessee will make no claim on account of any representations
whatsoever, whether made by any renting agent, broker, officer or other
representative of Sublessor or which may be contained in any circular,
prospectus or advertisement relating to the Premises, or otherwise, unless the
same is specifically set forth in this Sublease. This Sublease does not grant
any rights to light or air over property, except over public streets kept open
by public authority.

     15.  SERVICES:

     (a)  Heating, ventilation and air conditioning will be provided from 7:00
          a.m . to 6:00 p.m., Mondays through Fridays, holidays excepted, as
          provided under the Lease Subtenant may request and obtain after hours
          HVAC as provided under the Lease as long as Subtenant pays for same.
          The rate that Sublessee will charged will be the same rate that would
          be charged to Sublessor.

     (b)  An electrical distribution system and electrical services for the
          normal operation of the Premises will be provided under the Lease.
          Sublessee shall bear any extra expense incurred by the Sublessor or
          Landlord in furnishing electric power in excess of that which is
          customary and normal for tenants of offices in comparable office
          buildings and Sublessee shall reimburse the Sublessor within thirty
          (30) days of receipt of invoice.

     (c)  Cleaning and janitorial services will be provided by Landlord under
          the Lease.

     (d)  All other services, repair and maintenance required for the operation
          of the Building will be provided as set forth in the Lease, including
          without limitation, the services described under Article 5 of the
          Lease.

     16.  MAINTENANCE, ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

     (a)  Sublessee shall keep the Premises in a clean, safe and sanitary
          condition and shall permit no waste or injury to occur to the
          Premises, the fixtures therein or the additions, alterations and
          improvements thereto.

     (b)  Sublessee will, at Sublessee's own cost and expense, repair or replace
          any damage or injury done to the Building, or any part thereof, caused
          by Sublessee or Sublessee's agents, employees, invitees, or other
          visitors. If Sublessee fails to make such repairs or replacements
          promptly, or within thirty (30) days of occurrence, Sublessor may, at
          its option, make such repairs or replacements, and Sublessee shall
          repay the cost thereof to Sublessor on demand. Except as provided
          herein, Sublessee shall not cut, drill into, disfigure, deface or
          injure any part of the Premises; nor obstruct or permit any
          obstruction, alteration, addition, improvement, decoration or
          installation in the Premises, and will not commit or allow any waste
          or damage to be committed on any portion of the Premises, and shall,
          at the termination of this Sublease, by lapse of time or otherwise,


<PAGE>
          deliver up said Premises to Sublessor in as good condition as at date
          of possession by Sublessee, ordinary wear and tear and damage by fire
          or windstorm alone excepted, and upon such termination of this
          Sublease, Sublessor shall have the right to reenter and resume
          possession of the Premises.

     (c)  Except for the pre-approved Tenant Improvement Work approved in
          Section 9(a) of this Sublease Agreement, Sublessee shall make no
          alterations, decorations, installations, additions, or improvements in
          or to the Premises without Sublessor's prior written consent which
          shall not be unreasonably be withheld, and then only by contractors or
          mechanics approved by Sublessor. All such work, alterations,
          decorations, installations, additions, or improvements so approved in
          writing by Sublessor shall be done at Sublessee's sole expense and at
          such times and in such manner as Sublessor may designate. All
          alterations, additions, improvements, decorations or installations,
          including but not limited to, partitions, railings, air conditioning
          ducts or equipment (except movable furniture and fixtures put in at
          the expense of Sublessee and removable without defacing or injuring
          the Building or the Premises), shall become the property of Sublessor
          at the termination of the term. Except for the pre-approved Tenant
          Improvement Works approved in Section 9(a) of this Sublease Agreement,
          Sublessor, however, reserves the option to require Sublessee, upon
          demand in writing, to remove all fixtures and additions, improvements,
          decorations or installations (including those not removable without
          defacing or injuring the Premises) and to restore the Premises to the
          same condition as when originally subleased to Sublessee, reasonable
          wear and tear excepted. Sublessee agrees to restore the Premises
          immediately upon the receipt of the said demand in writing at his own
          cost and expense and agrees in case of his failure to do so that
          Sublessor may do so collect the cost thereof from Sublessee.

     17.  ASSIGNMENT  OR  SUBLETTING:  Without  Sublessor's  prior  written
consent, which shall not be unreasonably be withheld or delayed, and except as
provided herein, the Sublessee shall not (a) assign or convey this Sublease or
any interest under it; (b) allow any transfer hereof or any lien upon the
Sublessee's interest by operation of law; (c) sublet the Premises or any part
thereof; or (d) permit the use or occupancy of the Premises or any part thereof
by anyone other than the Sublessee. Sublessor may consent to any assignment or
subletting but shall not be required to do so, and may require the assignee or
Sub-Sublessee to assume in writing, all of the terms and conditions of this
Sublease on the part of the Sublessee to be performed. If the Sublessor consents
to any assignment or subletting, neither Sublessee or any assignee shall be
relieved of any liability hereunder. In connection with any assignment of this
Sublease or subletting of all or any portion of the Premises, Sublessee shall
pay to Sublessor fifty percent (50%) of the Net Profit, if any, derived from
such assignment or subletting, as and when received by Sublessee, as hereinafter
provided. This prohibition against assigning or subletting shall be construed to
include a prohibition against any assignment or subletting by operation of law.
Notwithstanding any assignment or sublease, Sublessee shall remain fully liable
and shall not be released from performing any of the terms and conditions of
this Sublease Agreement.


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     Notwithstanding the above, Sublessor shall have the right to withhold
consent to a sublease or assignment if a prospective subtenant's planned use of
the Subleased Premises is not compatible with the uses permitted in this
Sublease or the Lease. Additionally, any proposed sublease or assignment by
Sublessee shall also be subject to receipt of Landlord's consent.

     18.   RE-ENTRY AND REPAIRS:  The Sublessor and Landlord reserve the right
(a) to have pass keys or card entry access to the Premises at all times; (b) to
enter the Premises at all reasonable hours for inspections, repairs, alterations
or additions to the Premises or the Building; (c) to exhibit the Premises to
others at any time for any purpose whatsoever related to the safety, protection,
preservation or improvement of the Building or the Sublessor's interests; (d) to
exhibit the Premises to others, without being liable of an eviction or
disturbance of the Sublessee's use and possession and without being liable in
any manner to the Sublessee, and without any rebate of rent to Sublessee for any
loss of occupancy or quiet enjoyment of the Premises, or damage, injury or
inconvenience thereby occasioned.

     19.  DEFAULT BY THE SUBLESSEE:  All rights and remedies of the Sublessor
herein enumerated shall be cumulative, and none shall exclude any other right or
remedy of law.

     (a)  If any voluntary or involuntary petition or similar pleading under any
          section or sections of any bankruptcy act shall be filed by or against
          Sublessee, or any voluntary or involuntary proceeding in any court or
          tribunal shall be instituted to declare Sublessee insolvent or unable
          to pay Sublessee's debts, then and in any such event, Sublessor may,
          if Sublessor so elects, but not otherwise, and with or without notice
          of such election, and with or without entry or other action by
          Sublessor, forthwith terminate this Sublease, and, notwithstanding any
          other provisions of this Sublease, Sublessor shall forthwith and upon
          such termination be entitled to recover damages in an amount equal to
          the rent reserved under Articles 3, 6 and 7 of this Sublease for the
          residue of the stated term hereof.

     (b)  If the Sublessee defaults in the payment of rent and such default
          continues uncured for 10 days after notice of default and demand for
          performance, or in the prompt and full performance of any provision of
          this Sublease, or if the leasehold interest of the Sublessee's
          business or fixtures of Sublessee are levied upon under execution or
          be attached by process of law, or if the Sublessee makes an assignment
          for the benefit of creditors, or if a receiver be appointed for any
          property of the Sublessee, or if the Sublessee abandons the Premises,
          then and in such event the Sublessor may, if the Sublessor so elects
          but not otherwise, and after thirty (30) days' written notice thereof
          to Sublessee, in which Sublessee shall have the right to cure any such
          default, forthwith terminate this Sublease and the Sublessee's right
          to possession of the Premises, or terminate only Sublessee's right to
          possession hereunder. If the Sublessee fails to comply with the notice
          referenced above, then Sublessor shall be entitled to interest on the
          past due rent at the lesser of a rate of 18% per annum or the maximum
          rate of interest then permitted by applicable usury law, from the date
          of the notice.


<PAGE>
     (c)  Upon any termination of this Sublease, whether by lapse of time or
          otherwise, or upon any termination of the Sublessee's right to
          possession without termination of the Sublease, the Sublessee shall
          surrender possession and vacate the Premises immediately, and deliver
          possession thereof to the Sublessor, and hereby grants to the
          Sublessor, full and free license to enter into and upon the Premises
          in such event with or without process of law and to expel or remove
          the Sublessee and any others who may be occupying or within the
          Premises and to remove any and all property therefrom, using such
          force as may be necessary, without being deemed in any manner guilty
          of trespass, eviction or forcible entry or detainer, and without
          relinquishing the Sublessor's rights to rent or any other right given
          to the Sublessor hereunder or by operation of law. The Sublessee
          expressly waives the service of any demand for the payment of rent or
          to re-enter the Premises, except as provided for in Subparagraph (b)
          of this paragraph.

     (d)  If the Sublessee abandons the Premises or otherwise entitles the
          Sublessor so to elect, and the Sublessor elects to terminate the
          Sublessee's right to possession only, without terminating the
          Sublease, the Sublessor may at the Sublessor's option enter into the
          Premises, remove the Sublessee's signs and other evidences of tenancy,
          and take and hold possession thereof provided, without such entry and
          possession terminating this Sublease or releasing the Sublessee, in
          whole or in part from the Sublessee's obligations to pay the rent
          hereunder for the full term, and in any such case, the Sublessee shall
          pay as the same becomes due to the Sublessor a sum equal to the entire
          amount of the rent reserved under paragraphs 3 and 6 of this Sublease
          for the residue of the stated term plus any other sums then due
          hereunder. Upon and after entry into possession without termination of
          the Sublease, the Sublessor may, but need not, relet the Premises or
          any part thereof for the account of the Sublessee to any person, firm
          or corporation other than the Sublessee for such rent, for such time
          and upon such terms as the Sublessor in the Sublessor's sole
          discretion shall determine; and the Sublessor shall not be required to
          accept any tenant offered by the Sublessee or to observe any
          instructions given by the Sublessee about such reletting. In any such
          case, the Sublessor may make repairs, alterations and additions in or
          to the Premises, and redecorate the same to the extent deemed by the
          Sublessor necessary or desirable, and the Sublessee shall, upon
          demand, pay the cost thereof, together with the Sublessor's expenses
          of the reletting. If the consideration collected by the Sublessor upon
          any such reletting for the Sublessee's account is not sufficient to
          pay monthly the full amount of the rent reserved in this Sublease,
          together with the costs of repairs, alterations, additions,
          redecorating and the Sublessor's expenses, the Sublessee shall pay to
          the Sublessor the amount of each monthly deficiency upon demand; and
          if the consideration so collected from any such reletting is more than
          sufficient to pay the full amount of the rent reserved herein,
          together with the costs and expenses of the Sublessor, the Sublessor
          at the end of the stated term of the Sublease, shall account for the
          surplus to the Sublessee, less any amount for such reletting payable
          to the Landlord under the Lease, if any.


<PAGE>
     (e)  Sublessee shall pay upon demand all of Sublessor's costs, reasonable
          charges and expenses, including the fees of counsel, agents and others
          retained by Sublessor, incurred in enforcing Sublessee's obligations
          hereunder or incurred by Sublessor in any litigation, negotiation or
          transaction in which Sublessee causes Sublessor, without Sublessor's
          fault to become involved or concerned.

     (f)  All property of Sublessee not removed from the Premises after the end
          of the Term, or end of Sublessee's right of possession of the
          Premises, however terminated, shall be conclusively deemed to have
          been forever abandoned by Sublessee.

     (g)  Upon any termination of this Sublease, whether by lapse of time or
          otherwise, or upon any termination of the Sublessee' right to
          possession without termination of the Sublease, the Sublessee shall
          surrender possession and vacate the Premises immediately, and deliver
          possession thereof to the Sublessor, and hereby grants to the
          Sublessor, full and free license to enter into and upon the Premises
          in such event with process of law.

     20.  CONDEMNATION:  In  the  event  the whole or any part of the land or
building in which the Premises are located, other than a part not interfering
with the maintenance or operation thereof shall be taken or condemned for any
public or quasi-public use or purpose, or is taken by private purchase in lieu
of condemnation, the Sublessor may at its option terminate this Sublease from
the time title to or right to possession shall vest in or be taken for such
public or quasi-public use or purpose, and the Sublessor shall be entitled to
any and all income, rent, awards or any interest therein whatsoever which may be
paid in connection therewith. Rent shall be paid pro rata to the date of
termination.

     21.  SUBORDINATION:  This  Sublease  is  subject  to  the  Lease between
Bedford Property Investors, Inc. (Landlord) and Sublessor as may be from time to
time amended or modified. This Sublease is also subject to any mortgage or
ground or underlying subleases now or hereafter placed upon or affecting the
land or Building or Premises. To that effect Sublessee agrees to execute any and
all instruments necessary to effect said subordination. The liability of the
Sublessor or its assigns under this Sublease shall exist only so long as such
person is the Lessee of the subject property under the Lease, and such liability
shall not continue or survive after transfer of ownership or termination of the
Lease. Notwithstanding the foregoing, (i) Sublessor represents and warrants
that, provided that Sublessee is not in default hereunder, Sublessor shall take
no action that abridges or defeats Sublessee's right to the quiet enjoyment of
the demised Premises during the term hereof; (ii) Sublessor shall take no action
which increases Sublessee's obligations or decreases Sublessee's rights
hereunder; and (iii) Sublessor shall take all necessary affirmative action to
pay the prime Lease Agreement rentals and to render the other performance
required of Sublessor under the prime Lease Agreement, under any mortgages or
other instruments and agreements affecting the Premises, and under applicable
laws as necessary so that Sublessee's rights to quiet enjoyment under this
Sublease Agreement are not impaired.

     22.  SUBLESSEE'S ASSUMPTION OF RISK OF LIABILITIES:  Sublessee assumes
the risk of all liabilities it may incur, including but not limited to damage or


<PAGE>
injury to persons, property, and the conduct of Sublessee's business (and any
loss of revenue therefrom), the loss of use or occupancy of the Premises not due
to the fault of Sublessor, and the items enumerated below in this paragraph, and
waives all claims against Lessor and Sublessor, their respective subsidiaries,
affiliates, directors, employees and agents in connection therewith. Lessor and
Sublessor, their respective subsidiaries, affiliates, directors, employees and
agents shall not be liable for any liabilities incurred by Sublessee, its
subsidiaries, affiliates, directors, employees and agents (including, but not
limited to, the liabilities described above) arising from or in connection with
(1) the acts or omissions of persons occupying adjoining Premises, persons
occupying any part of the Building adjacent to or connected with the Subleased
Premises, or lessees or Sublessee in any other part of the Building; (2) any
loss, injury, or damage incurred by Sublessee, its subsidiaries, affiliates,
directors, employees and agents from acts of theft, burglary, or vandalism
committed by either identified or unidentified parties; (3) any injury or
damages that my arise from any accident that occurs in front of, in, on, or
about the Premises in any area under the control of the Sublessee and (4) any
loss, injury, or damage due to the willful or negligent acts of Sublessee, its
subsidiaries, affiliates, directors, employees and agents. Nothing in this
paragraph exempts Lessor or Sublessor from liability caused solely by their
respective negligence, gross negligence or willful misconduct, but Lessor and
Sublessor shall not be liable under any circumstances for consequential or
punitive damages. Sublessee shall immediately notify Sublessor of any defects in
the Premises or the Building of any damage or injury thereto or to persons or
property in or about the Premises or the Building.

     23.  INDEMNIFICATION:  In  addition to any other indemnities required of
Sublessee hereunder, Sublessee shall jointly and severally indemnify Lessor and
Sublessor and their respective subsidiaries, affiliates, directors, employees
and agents for, and hold Lessor and Sublessor and their respective subsidiaries,
affiliates, directors, employees and agents harmless from any and all
liabilities arising from or in connection with: (a) the use and occupancy of the
Premises by Sublessee, its subsidiaries, affiliates, directors, employees and
agents; (b) the conduct of Sublessee' business.

     24.  NO RIGHT TO LIEN, MORTGAGE OR ENCUMBER:  Nothing in this Sublease
Agreement shall grant or confer unto the Sublessee the right to lien, mortgage
or encumber in any way the real property or any improvements thereon nor subject
said property to any encumbrance; the Sublessee have no right whatsoever to
lien, mortgage or encumber the real property or the improvements thereon; the
Sublessee alone shall be liable and responsible for labor or materials furnished
to the Premises by order of the Sublessee or their agents or subcontractors and
mechanics' liens are expressly prohibited under this Sublease Agreement. In
addition, Sublessee shall allow no tax lien or liens, including, but not limited
to, Federal tax liens, to be filed against them or the Subleased Premises.

     25.  NO REPRESENTATIONS OR WARRANTIES:  Except for those that are set forth
in this Sublease Agreement, no representations, warranties, or agreements have
been made by Sublessor or Sublessee to one another with respect to this Sublease
Agreement.

     26.  TERMS OF ESSENCE:  Every term of this agreement shall be deemed and
construed to be of the essence thereof, and any breach shall be deemed and
construed to be of the very substance of this agreement. The Parties stipulate


<PAGE>
that Sublessor may obtain an injunction from any court of competent jurisdiction
restraining any threatened breach or any continuing breach of any covenants
imposed upon the Sublessee herein and hereby. Said right of injunction shall be
cumulative to other remedies mentioned herein by law.

     27.  WAIVER:  Failure of Sublessor to declare any default immediately upon
occurrence thereof or delay in taking any action in correction therewith shall
not waive such default, but Sublessor shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, either in law or in equity.

     28.  NOTICE:  In every instance where it shall be necessary or desirable
for the Sublessor to serve any notice or demand upon the Sublessee, it shall be
sufficient (a) to deliver or cause to be delivered to the Sublessee a written or
printed copy thereof, or (b) to send a written or printed copy thereof by United
States certified mail, postage prepaid, by express mail, or facsimile. All
notices or demands shall be signed by or on behalf of the Sublessor, and shall
be served on Sublessee, in the manner set forth above, at its offices on the
Premises.

     29.  ENTIRE  AGREEMENT:  This Sublease Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and thereof and supersedes all prior agreements and undertakings among the
parties hereto relating to the subject matter hereof and thereof. There are no
additional terms, whether consistent or inconsistent, oral or written, which are
intended to be part of the parties' understanding which have not been
incorporated into this Sublease Agreement.

     30.  AMENDMENT:  This Sublease Agreement may be changed, modified or
amended only by subsequent written agreement duly executed by the Sublessor and
the Sublessee, and approved or consented to by Landlord.

     31.  COUNTERPART EXECUTION:  This Sublease Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same document.

     32.  ACCEPTANCE OF AGREEMENT:  This Sublease Agreement shall not become
effective unless and until signed by the Sublessee and delivered to the
Sublessor at its offices in Denver, CO, 4601 DTC Boulevard, and there signed and
accepted by Sublessor in writing with Landlord's consent.

     33.  SEVERABILITY:  If any provision of this Sublease Agreement proves to
be illegal, invalid, or unenforceable, the remainder of this Sublease Agreement
will not be affected by such finding, and in lieu of each provision of this
Sublease Agreement that is illegal, invalid, or unenforceable a provision will
be added as a part of this Sublease Agreement as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.


<PAGE>
     34.  GOVERNING LAW:  This Sublease Agreement will be governed by and
construed pursuant to the laws of the State of Colorado. The venue of any
litigation arising out of this Sublease Agreement shall be Denver County,
Colorado.

     35.  EXPENSES:  In any arbitration, action or proceeding to enforce any
provision of this Sublease Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to its costs and expenses and any other
available remedy. If, without fault, either Sublessee or Sublessor is made a
party to any litigation instituted by or against the other, the other will
indemnify the faultless one against all loss, liability, and expenses, including
reasonable attorneys' fees and court costs, incurred by it in connection with
such litigation.

     36.  RULES OF CONSTRUCTION:

     36.1   GENERAL:  Unless the context otherwise requires, (i) "or" is not
exclusive; (ii) words in the singular include the plural and words in the plural
include the singular; (iii) words in the masculine include the feminine and
words in the feminine include the masculine; (iv) any date specified for any
action that is not a Business Day means the first Business Day after such date;
(v) a reference to a Person includes its successors and assigns, and (vi) any
reference to dollars shall be a reference to United States Dollars.

     36.2   SECTIONS AND SUBSECTIONS:  References to Sections and subsections
are, unless otherwise specified, to Sections and Subsections of this Sublease
Agreement.


     36.3   HEADINGS:  The headings of all sections of this Sublease Agreement,
including the Table of Contents, are inserted for convenience of reference only
and shall not affect the construction or interpretation of this Sublease
Agreement.

     37.  CONFLICT:  In the event of any conflict between the provisions of
this Sublease and the Lease, between Sublessor and Bedford Property Investors,
Inc., a Maryland corporation (Landlord), the provisions of the Lease shall
govern.

     38.  TERMINATION:  Subject to Sublessee's rights to cure as provided for
in 19. DEFAULT BY THE SUBLESSEE, of this Sublease, this Sublease Agreement may
be terminated by Sublessor for any of the following reasons by providing
Sublessee thirty day's written notice:

          (i)  if Sublessee defaults in the payment of rent;

          (ii) if Sublessee defaults in the prompt and full performance of any
               provision of this Sublease;

         (iii) if any facts provided by Sublessee to Sublessor and in which the
               Sublessor relied upon as an inducement for entering into this
               Sublease Agreement prove to be false;


<PAGE>
          (iv) if the certain Lease Agreement referred to in this Sublease
               Agreement is terminated through no fault or action of Sublessor;

          (v)  if the Sublessee institutes bankruptcy proceedings;

          (vi) involuntary bankruptcy proceedings are instituted against any of
               the Sublessee in which the Sublessee in question is adjudged
               bankrupt;

         (vii) if there is an assignment for benefit of creditors of the
               interest of and of Sublessee under this Sublease Agreement; or

        (viii) if there is an appointment of a receiver for the property or
               affairs of the Sublessee where the receivership is not vacated
               within thirty (30) days after the appointment of the receiver.

     39.  BROKER:  Sublessor shall be responsible for the payment of a real
estate brokerage commission to Atlantic Partners per terms of an Exclusive
Subleasing Agency Agreement dated October 23, 2001 between Sublessor and
Atlantic Partners. Sublessor is represented solely by Atlantic Partners and
Sublessee hereby warrants that it is represented by Frederick Ross Company and
agrees to indemnify and hold harmless Sublessor from and against the claims of
any other agent(s) or brokers other than Atlantic Partners and Frederick Ross
Company alleging that Sublessee authorized the claimant to furnish any services
or representation in connection with this Sublease Agreement.

     40.  SIGNAGE AND DIRECTORIES:  Sublessor shall provide space in the
existing first floor lobby directory to list Sublessee's location within the
Building. Sublessee, at Sublessee's sole cost and expense, shall have the right
to use the Building's standard graphics on the entrances to its subleased space.

     41.  ARBITRATION: The parties agree to submit to final and binding
arbitration any controversy or claim arising out of or relating to this Sublease
Agreement or the breach thereof in Denver, Colorado in accordance with the rules
of the American Arbitration Association. Judgment by the arbitrator may be
entered in any court of any state, province, territory or country having
jurisdiction therefor. Nothing herein shall prevent the parties from obtaining
injunctive relief from a court of competent jurisdiction under Article 26 above
in order to maintain the status quo.

     42.  NO CONFLICTS OF INTEREST: Except as expressly provided in this
Agreement, neither Sublessee nor Sublessor, nor any employee or agent of either,
shall give to or receive from any employee or agent of the other, any gift or
entertainment of significant value or any fee, commission or rebate in
connection with this Agreement. Any representative authorized by either party
may examine the relevant records of the other for the sole purpose of
determining compliance herewith.


<PAGE>
IN  WITNESS WHEREOF, the parties hereto have executed this Sublease on the dates
indicated.


ACCEPTED AND EXECUTED BY SUBLESSOR THIS 9  DAY OF  Aug  , 2002.
                                       ---       ------- ------

TEXACO  INC.

BY:     /S/ Bruce A. Ballenger
        ----------------------------------------
NAME:   Bruce A. Ballenger
        ----------------------------------------
TITLE:  SITE SERVICES MANAGER
ADDRESS:  4601 DTC BOULEVARD, DENVER, COLORADO 80237



ACCEPTED AND EXECUTED BY SUBLESSEE THIS  9th  DAY OF  August  , 2002.
                                        -----        --------- ------

APOLLO  GOLD,  INC.

BY:     /S/ David K. Young
        ----------------------------------------
NAME:     David K. Young
        ----------------------------------------
TITLE:    V.P. Operations
        ----------------------------------------
                    ADDRESS:
                            -----------------------------------------

<PAGE>
                          EXHIBIT B - LEASE AGREEMENTS

                            [INTENTIONALLY DELETED]



<PAGE>
                        EXHIBIT C - PREMISES FLOOR PLATS

                            [INTENTIONALLY DELETED]



<PAGE>
                       EXHIBIT D - CONSTRUCTION SPACE PLAN

       (THE PLAN DATED JULY 25, 2002 PREPARED BY TENANT PLANNING SERVICES)



<PAGE>
                        EXHIBIT E - RULES AND REGULATIONS

                                (SEE "THE LEASE")




<PAGE>
                           BEDFORD PROPERTY INVESTORS




                               CONSENT TO SUBLEASE

RE:  Building or Complex: 4601 DTC BLVD., DENVER, CO 80237

     Landlord: BEDFORD PROPERTY INVESTORS, INC.

     Tenant: TEXACO INC.

     Premises: 4601 DTC BLVD., DENVER, CO 80237

     Sublet Premises: SUITE 750 (4,953 RSF)

     Date of Master Lease: DECEMBER 15, 1983

     Proposed Subtenant: APOLLO GOLD, INC.

Dear  Tenant:

     Pursuant to the terms of your lease ("Master Lease") covering the
above-captioned Premises, as said Master Lease may have been amended to the date
hereof, you have requested the Landlord's consent to a sublease (the "Sublease")
to the above-captioned Master Lease, a true, correct and complete copy of which
Tenant and Subtenant warrant is attached hereto as Exhibit A.
                                                   ---------

     Landlord hereby grants its consent to the Sublease upon the following terms
and conditions:

     1.   The  Sublease  is subject and subordinate to the Master Lease and to
all of its terms, covenants, provisions and agreements, and to all of the terms
and provisions of this Consent to Sublease ("Consent"). Subtenant shall not do
or permit anything to be done in or around the Sublet Premises that would
violate any provisions of the Master Lease or this Consent. Subtenant and Tenant
agree that this Consent is given solely for the purpose of allowing Tenant to
sublease the Sublet Premises and to specify the terms and conditions under which
Tenant may do so.

     2.   The  Subtenant  shall  perform faithfully and be bound by all of the
terms, covenants, conditions, provisions and agreements of the Master Lease, for
the period covered by the Sublease and to the extent of the Sublet Premises. In
the event that Subtenant shall fail to abide by the terms of the Master Lease,


<PAGE>
it shall be deemed a default by Tenant and Subtenant under the Master Lease
entitling Landlord to exercise all of its rights and remedies under the Master
Lease as against Tenant and Subtenant.

     3.   Neither the Sublease nor this Consent shall:

          a.   release or discharge Tenant from any liability, whether past,
               present or future, under the Master Lease; or

          b.   operate to obligate Landlord to any of the terms, covenants or
               conditions of the Sublease as between Tenant and Subtenant and
               Landlord shall not be bound thereby; or

          c.   be construed as a consent to or approval or ratification of any
               particular provision of the Sublease, it being agreed that
               Landlord has not and will not review or pass upon any of the
               provisions of the Sublease and that Landlord shall not be bound
               or estopped by any provision contained in the Sublease;

          d.   operate to extend the term of the Master Lease beyond its present
               expiration date, notwithstanding the fact that the Sublease may
               purport to be for a longer term; or

          e.   be construed to modify, waive or affect any of the terms,
               conditions, provisions or agreements of the Master Lease, or to
               waive any breach thereof, or any of Landlord's rights thereunder,
               or to enlarge or increase Landlord's obligations thereunder, or
               to diminish or decrease Tenant's obligations thereunder; or

          f.   allow Subtenant to utilize the Sublet Premises for any purpose
               other than the use allowed under the Master Lease; or

          g.   be construed as a consent by us to any further subletting either
               by Tenant or by the Subtenant or to any assignment by Tenant of
               the Master Lease or assignment by the Subtenant of the Sublease,
               whether or not the Sublease purports to permit the same and,
               without limiting the generality of the foregoing, both Tenant and
               the Subtenant agree that the Subtenant has no right whatsoever to
               assign, mortgage or encumber the Sublease nor to sublet any
               portion of the Sublet Premises or permit any portion of the
               Sublet Premises to be used or occupied by any other party.

     4.   In the event of Tenant's default under the provisions of the Master
Lease, the rent and any other charges due from the Subtenant under the Sublease
(the "Sublease Payments") shall be, at the option of Landlord, deemed assigned
to Landlord and Landlord shall have the right, following such default, at any
time at Landlord's option, to give written notice of such assignment to the
Subtenant. Upon Subtenant's receipt of such notice Subtenant shall make all
Sublease Payments due thereafter directly to Landlord, without liability to


<PAGE>
Tenant for making such payments to Landlord rather than to the Tenant. Landlord
shall credit Tenant with any Sublease Payments received by Landlord under such
assignment but the acceptance of any Sublease Payments from the Subtenant as the
result of any such default shall in no manner whatsoever be deemed an attornment
by the Subtenant to Landlord in the absence of a specific written agreement
signed by Landlord and Subtenant to such an effect, or serve to release Tenant
from any liability under the terms, covenants, conditions, provisions or
agreements of the Master Lease or this Consent. In the event that Landlord does
not elect to have Subtenant attorn to it as specified above, Landlord shall have
all rights and remedies as provided under the Master Lease as against Subtenant
in the event of any default under the Master Lease, including without limitation
the right to regain possession of the Sublet Premises.

     5.   Both Tenant and Subtenant shall be liable for the payment of all
bills rendered by Landlord for charges incurred by the Subtenant for services
and materials supplied to the Sublet Premises. In the event of any default by
Tenant or Subtenant in the full performance and observance of their respective
obligations under this Consent, such default may, at Landlord's option, be
deemed a default under the terms of the Master Lease, entitling Landlord to
exercise all rights and remedies contained in the Master Lease with respect to
such default, as well as any other rights or remedies available to Landlord
under this Consent, at law or in equity, by statute or otherwise, with respect
to such default.

     6.   The term of the Sublease shall expire and come to an end on its
expiration date or any premature termination date thereof, but in any event no
later than concurrently with the expiration date of the Master Lease or any
premature termination of the Master Lease (whether by consent or other right,
now or hereafter agreed to by Landlord and Tenant, or by operation of law at
Landlord's option in the event of a default by Tenant). In the event of an early
termination of the Lease, at Landlord's election in its sole and subjective
discretion, the Sublease shall not terminate and shall extend beyond the date of
termination of the Lease. In such event, Subtenant shall sign an attornment
agreement in a form and content acceptable to Landlord pursuant to which
Subtenant confirms that it is thereafter in privity of contract with Landlord
and all obligations owed to Tenant under the Sublease shall become obligations
owed to Landlord for the balance of the Term of the Sublease.

     7.   Tenant hereby warrants that all of the terms and provisions of the
Master Lease are in full force and effect and that there are no defaults (or
matters that with the passage of time or the giving of notice, or both, would
constitute a default) by Landlord or Tenant under the Master Lease. In the event
of a conflict between the provisions of the (i) Master Lease and the Sublease,
the provisions of the Master Lease shall prevail, and (ii) this Consent and the
Master Lease or Sublease, the provisions of this Consent shall prevail.

     8.   This Consent is not assignable, nor shall this Consent be a consent
to any amendment or modification of the Sublease, without Landlord's prior
written consent.

     9.   Tenant and Subtenant covenant and agree that, under no circumstances
shall Landlord be liable for any brokerage commission or other charge or expense
in connection with the Sublease and Tenant and Subtenant both agree to


<PAGE>
indemnify, defend and hold Landlord harmless from and against same and against
any cost or expense (including, but not limited to, attorneys' fees) incurred by
Landlord in resisting any claim for any such brokerage commission.

     10.  Tenant and Subtenant understand  and acknowledge that Landlord's
consent hereto is not a consent to any improvement or alteration or work to be
or being performed in the Premises, that Landlord's consent must be separately
sought if and to the extent provided in the Master Lease.

     11.  Tenant agrees to abide by the terms of the Master Lease as the same
contemplates a sharing with Landlord of "bonus" or "key" rent received by Tenant
in excess of the minimum rent due Landlord under the Master Lease.

     12.  Tenant and Subtenant agree that the terms and provisions of the
Sublease shall not, without the prior written consent of Landlord, be amended or
modified.

     13.  This Consent constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and shall not be operative or binding
unless and until executed by all parties hereto. This Consent may not be
modified, altered, amended or changed except by an agreement in writing signed
by all parties hereto. This Consent for all purposes shall be construed in
accordance with the laws of the state in which the Premises are located. The
terms and provisions of this Consent shall be binding upon and inure to the
benefit of the parties hereto and to the successors and assigns of Landlord and,
to the extent approved in writing by Landlord, the successors and assigns of
Tenant and Subtenant.

     The execution of a copy of this Consent by Tenant and the Subtenant shall
indicate the joint and several confirmation by Tenant and Subtenant of the
foregoing conditions and of Tenant's and Subtenant's agreement to be bound
thereby and shall constitute Subtenant's acknowledgement it has received a copy
of the Master Lease from Tenant.

Very truly yours,

BEDFORD PROPERTY INVESTORS, INC.,
A MARYLAND CORPORATION


By:        [Signature Illegible]
    -------------------------------------
Its:      COO
    -------------------------------------
Date:     8-22       , 2002
     ----------------

CONFIRMED AND AGREED:

"Tenant"                                            "Subtenant"
TEXACO  INC.                                        Apollo  Gold,  Inc.
By:   Bruce A. Ballenger                       By:           /s/
     --------------------------------             ------------------------------
Name:   Bruce A. Ballenger                     Name:     David K. Young
       -----------------------------                  --------------------------
Title:     Site Services Mgr.                  Title:    V.P. Operations
        ------------------------------               ---------------------------
Date:       8/9/                 , 2002        Date:     August 9th       , 2002
       --------------------------                     --------------------


<PAGE>