EXHIBIT 10.13


                 INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT)

PURCHASER(S)                              SELLER:
FLORIDA CANYON MINING, INC.               CATERPILLAR FINANCIAL SERVICES
P.O. Box 330                              2120 WestEnd Avenue
Imlay, NY 89418                           Nashville, TN 37203-0001
County: PERSHING
--------------------------------------------------------------------------------
Subject to the terms and conditions set forth below and on the reverse side
hereof, Seller hereby sells the equipment described below (the "Unit" or
"Units") to Purchaser, and Purchaser (if more than one, jointly and severally),
having been offered both a cash sale price and a time sale price, hereby buys
the Unit from Seller on a time sale basis.
--------------------------------------------------------------------------------
     NEW    (IF USED)                                             DELIVERED
     OR     FIRST MODEL     DESCRIPTION OF UNIT(S)    SERIAL #    CASH SALE
     USED   UNITS                                                     PRICE
--------------------------------------------------------------------------------

See Attachment A.



--------------------------------------------------------------------------------
FIRST   DESCRIPTION OF ADDITIONAL SECURITY      Sub-Total . . . .$  5,974,855.25
USED    (MAKE, MODEL AND SERIAL NUMBER)         Sales Tax . . . .$     30,085.87
------------------------------------------
                                             1. Total Cash
                                                Sale Price . . . $  6,004,941.12
                                                Cash Down-Pay
                                                Net Trade-In Allow  0.00
------------------------------------------
FIRST   DESCRIPTION OF TRADE-IN EQUIPMENT    2. Total Down
USED    (MAKE, MODEL AND SERIAL NUMBER)         Payment . . . . .$          0.00
------------------------------------------
                                             3. Unpaid Balance
                                                of Cash Price
                                                (1+2) . . . . . .$  6,004,941.12
                                             4. Official Fees
                                                (Specify) . . . .$      1,000.00
                                                DOCUMENTATION
                                                FEE  1,000.00

                                             5. Physical Damage
                                                Insurance . . . .$
                                             6. Principal Balance
------------------------------------------      (Amount Financed)
                                                (1 + 4 + 5) . . .$  6,005,941.12
Trade-in Value                               7. Finance Charge
Less Owing to (____s/s____)                     (Time Price Differential)
Net Trade-In Allowance     0.00                   . . . . . . . .$    987,297.92
                                             8. Time Balance
                                                (Total of Payments)
                                                (6 + 7) . . . . .$  6,993,210.04
Location of Units: I-80, EXIT 138            9. Time Sale Balance
                   IMLAY, NV 89418 PERSHING     (Delivered Payment
                                                Price) (2 + 8). .$  6,993,279.04
                                             10.Amount Percentage
                                                Rate . . . . . . .          7.5%
                                             11.Date FINANCE CHARGE
                                                begins to accrue JANUARY 1, 2002

Purchaser hereby sells and conveys to Seller the above described Trade-in
Equipment and warrants it to be free and clear of all claims, liens, security
interests and encumbrances except to the extent shown above.

     1.     PAYMENT:  Purchaser shall pay to Seller, at P.O. Box 100647,
PASADENA CA 91189-0647 or such other location Seller designates in writing, the
Time Balance (Item 8 above) as follows [check (a) or (b)]:


<PAGE>
___  (a)  In 48 equal monthly installments of 50.00 each, with the first
installment due on February 1, 2002, and the balance of the installments due on
the like day of each month thereafter, (except no payments shall be due during
the month(s) of (___n/a____), until the entire indebtedness has been paid; or

_X__ (b)  In accordance with the Payment Schedule attached to this Contract.

(Provisions of section 1 contained on reverse.)
   SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS
                                    CONTRACT.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED IN THIS CONTRACT.

NOTICE TO PURCHASER:  (1) DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; (2) YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT
YOU SIGN; (3) UNDER THE LAW YOU MAY HAVE THE RIGHT TO PAY OFF IN ADVANCE THE
FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE.

PURCHASER ACKNOWLEDGES RECEIPT OF A FULLY COMPLETED COPY OF THIS CONTRACT
EXECUTED BY PURCHASER.  THIS CONTRACT IS NOT BINDING UPON SELLER UNTIL EXECUTED
BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

PURCHASER(S) AND SELLER HAVE DULY EXECUTED THIS CONTRACT AS OF __________,20___.

PURCHASER(S):                         SELLER:
FLORIDA CANYON MINING, INC.           CATERPILLAR FINANCIAL SERVICES CORPORATION



BY: /S/ Ken Eickerman                 BY:
   ----------------------------          --------------------------------

NAME (PRINT)     KEN EICKERMAN        NAME (PRINT)
            -------------------                   -----------------------

TITLE     OPERATIONS CONTROLLER       TITLE
          ---------------------            ------------------------------


<PAGE>
ATTACHMENT A TO INSTALLMENT SALE CONTRACT

Dated as of ________________________

between   FLORIDA CANYON MINING, INC. (Purchaser(s))

and       Caterpillar Financial Services Corporation (Seller)

<TABLE>
<CAPTION>
                         EQUIPMENT DESCRIPTION SCHEDULE

                                                                   DELIVERED
                                                                   CASH SALE
MODEL            DESCRIPTION OF UNITS               SERIAL #       PRICE
-----------------------------------------------------------------------------
<S>  <C>   <C>   <C>                                <C>            <C>
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00489       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00490       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00491       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00492       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00493       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00494       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00495       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00496       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00497       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00498       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00499       328,857.20
(1)  785B  USED  Caterpillar OFF-HIGHWAY TRUCK      6HK00500       328,857.20
(1)  D10N  USED  Caterpillar TRACK-TYPE TRUCK       3SK00994       228,423.20
(1)  16H   USED  Caterpillar MOTOR GRADER           6ZJ00044       138,621.80
(1)  D9R   USED  Caterpillar TRACK-TYPE TRUCK       7TL00509       182,990.00
(1)  D9R   USED  Caterpillar TRACK-TYPE TRUCK       7TL00510       182,990.00
(1)  1T28F USED  Caterpillar INT. TOOLCARRIER       3CK01741        46,761.55
(1)  834B  USED  Caterpillar WHEEL TRACTOR          92Z00622       173,926.05
(1)  922D  USED  Caterpillar WHEEL LOADER           7MJ00456       309.906.52
(1)  994   USED  Caterpillar WHEEL LOADER           9YF00147       302,090.18
(1)  990F  USED  Caterpillar WHEEL LOADER           7HK00066       201,344.75
(1)  690D  USED  Caterpillar WHEEL DOZER            05A10987       261,514.80
                                  Does not include Tax           5,974,855.25
</TABLE>

*plus applicable sales tax

FLORIDA CANYON MINING, INC.                    CATERPILLAR FINANCIAL SERVICES
                                               CORPORATION

(Purchaser(s))                                 (Seller)

Signature /s/ Ken Eickerman                    Signature _______________________
         -----------------------

Name (PRINT)    Ken Eickerman                  Name (PRINT)_____________________
            --------------------

Title:  Operations Controller                  Title:___________________________
      --------------------------

Date      January 9, 2002                      Date_____________________________
     ---------------------------


<PAGE>
          ATTACHMENT TO INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT)

     Dated as of __________________________-
     between
            FLORIDA CANYON MINING, INC. ("PURCHASER")
     and
            CATERPILLAR FINANCIAL SERVICES CORPORATION ("SELLER")


                                PAYMENT SCHEDULE

Payment dates             Payment Numbers          Payment Amounts Due

     2/1/02               1     - 1                  $        0.00
------------------
  3/1/02 - 1/1/06         2     - 48                 $  148,792.32
------------------




FLORIDA CANYON MINING, INC.                    CATERPILLAR FINANCIAL SERVICES
                                               CORPORATION
(Purchaser(s))                                 (Seller)

Signature /s/ Ken Eickerman                    Signature _______________________
         -----------------------

Name (PRINT)    Ken Eickerman                  Name (PRINT)_____________________
            --------------------

Title:  Operations Controller                  Title:___________________________
      --------------------------

Date      January 9, 2002                      Date_____________________________
     ---------------------------


<PAGE>
January 8, 2002

Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, TN 37203-0001

Attn:   Lyn Freshour

You are irrevocably instructed to disburse the proceeds of your loan to us as
evidenced by our Installment Sales Contract dated January 1, 2002, as follows:

Payee: CFSC - CONTRACT # 32813-000        $329,857.20
Payee: CFSC - CONTRACT # 32813-001        $328,857.20
Payee: CFSC - CONTRACT # 32813-002        $328,857.20
Payee: CFSC - CONTRACT # 32813-003        $328,857.20
Payee: CFSC - CONTRACT # 32813-004        $328,857.20
Payee: CFSC - CONTRACT # 32813-005        $328,857.20
Payee: CFSC - CONTRACT # 32813-006        $328,857.20
Payee: CFSC - CONTRACT # 32813-007        $328,857.20
Payee: CFSC - CONTRACT # 32813-008        $328,857.20
Payee: CFSC - CONTRACT # 32813-009        $328,857.20
Payee: CFSC - CONTRACT # 32813-010        $328,857.20
Payee: CFSC - CONTRACT # 32813-011        $328,857.20
Payee: CFSC - CONTRACT # 32813-012        $138,621.80
Payee: CFSC - CONTRACT # 32813-013        $228,423.20
Payee: CFSC - CONTRACT # 32813-014        $182,990.00
Payee: CFSC - CONTRACT # 32813-015        $182,990.00
Payee: CFSC - CONTRACT # 32813-016         $46,761.55
Payee: CFSC - CONTRACT # 32813-017        $173,926.05
Payee: CFSC - CONTRACT # 32813-018        $309,906.52
Payee: CFSC - CONTRACT # 32813-019        $302,090.18
Payee: CFSC - CONTRACT # 32813-022        $214,432.16
Payee: CFSC - CONTRACT # 32813-023        $278,513.26

       TOTAL LOAN AMOUNT                $6,005,941.12



       FLORIDA CANYON MINING, INC.

       Signature /s/ Ken Eickerman
                    ----------------

       Name (PRINT)  Ken Eickerman
                   -----------------

       Title: Operations Controller
             -----------------------

       Date:    January 9, 2002
            ------------------------


<PAGE>
                               GUARANTY OF PAYMENT

THIS  GUARANTY  ("Guaranty") is made and entered into as of ____________________
by  APOLLO  GOLD,  INC.,  (hereinafter, referred to as "Guarantor"), in favor of
Caterpillar  Financial  Services  Corporation,  2120 West End Avenue, Nashville,
Tennessee  37203-0001  (hereinafter  referred  to  as  "Caterpillar Financial"),
guaranteeing the Indebtedness (as hereinafter defined) of FLORIDA CANYON MINING,
INC.  (hereinafter  referred  to  as  "Obligor").

WITNESSETH:

FOR  VALUE  RECEIVED, and/or as an inducement to Caterpillar Financial to now or
hereinafter  enter  into, purchase or otherwise acquire the agreements, accounts
and/or  other  obligations evidencing and/or securing Obligor's Indebtedness and
in consideration of and for credit and financial accommodations now or hereafter
extended  to  or  for  the  account  of  the Obligor (which includes Caterpillar
Financial's  consent  to  an  assignment and/or assumption of the Indebtedness),
which  is  in  the  best  interest  of  Guarantor  and which would not have been
extended  but  for  this  Guaranty,  the  Guarantor  agrees  as  follows:

SECTION  1.  GUARANTY  OF  OBLIGOR'S INDEBTEDNESS.  Guarantor hereby absolutely,
-------------------------------------------------
irrevocably  and  unconditionally  agrees to, and by these presents does hereby:
(a)  guarantee  the prompt and punctual payment, performance and satisfaction of
all  present  and  future indebtedness and obligations of Obligor to Caterpillar
Financial which Obligor now owes Caterpillar Financial or which Obligor shall at
any  time or from time to time hereafter owe Caterpillar Financial when the same
shall  become  due in connection with or arising out of that certain INSTALLMENT
SALE  CONTRACT by and between Obligor and Caterpillar Financial dated JANUARY 1,
2002, including any and all existing and future additional schedules, amendments
and/or  related  agreements  thereto  (the  "Contract"),  whether  direct  or
contingent,  due  or  to  become  due,  joint  or several, primary or secondary,
liquidated  or  unliquidated,  secured  or  unsecured,  original  or  renewed or
extended,  or  by  open  account or otherwise, and whether representing rentals,
principal, interest and/or late charges or other charges of an original balance,
an  accelerated balance, a balance reduced by part payment or a deficiency after
sale of collateral or otherwise and (b) undertake and guarantee to pay on demand
and  indemnify  Caterpillar  Financial  against  all  liabilities, losses costs,
attorney's  fees, and expenses which may be suffered by Caterpillar Financial by
reason  of  Obligor's default or default of the Guarantor (with all of Obligor's
indebtedness  and/or  obligations as stated above (including all costs, fees and
expenses (being hereinafter individually and collectively referred to under this
Guaranty  as  Obligor's "Indebtedness", which Indebtedness shall be conclusively
presumed  to  have  been  created  in  reliance  upon  this  Guaranty).

SECTION  2.  JOINT,  SEVERAL  AND  SOLIDARY LIABILITY.  Guarantor further agrees
-----------------------------------------------------
that  its  obligations  and  liabilities  for  the  prompt and punctual payment,
performance  and  satisfaction  of Obligor's Indebtedness are independent of any
agreement  or  transaction  with  any third parties and shall be on a "joint and
several"  and  "solidary" basis along with Obligor to the same degree and extent
as  if  Guarantor  had  been  and/or will be a co-borrower, co-principal obligor
and/or co-maker of Obligor's Indebtedness.  In the event that there is more than
one  guarantor  under  this  Guaranty,  or  in  the  event  that there are other


<PAGE>
guarantors,  endorsers,  sureties  or any other party who may at any time become
liable  for  all  or  any  portion  of  Obligor's  Indebtedness (each, an "Other
Obligor"),  the  provisions  hereof  shall  be read with all grammatical changes
thereby  rendered  necessary  and  each reference to the Guarantor shall include
each  and  every one of those parties liable for all or any portion of Obligor's
Indebtedness and each Guarantor's obligations and liabilities hereunder shall be
on  a  "joint  and several" and "solidary" basis along with such Other Obligors.

SECTION  3.  DURATION;  CANCELLATION OF GUARANTY.  This Guaranty and Guarantor's
------------------------------------------------
obligations  and  liabilities  hereunder  shall  remain in full force and effect
until  such  time  as  Obligor's  Indebtedness  shall be fully and finally paid,
performed and/or satisfied, until such time as this Guaranty may be cancelled by
Caterpillar  Financial  under  a  written  cancellation  instrument  in favor of
Guarantor  or  otherwise  stated  herein.

SECTION 4.  DEFAULT BY OBLIGOR.  Immediately upon Obligor's default under any of
------------------------------
its  Indebtedness  in factor of Caterpillar Financial, Caterpillar Financial may
make  demand  upon Guarantor and Guarantor unconditionally and absolutely agrees
to  pay the full then unpaid amount of all of Obligor's Indebtedness (whether at
stated maturity, by required prepayment, declaration, acceleration or otherwise)
and/or  perform any covenant or agreement hereunder guaranteed.  Such payment or
payments  shall be made immediately following demand by Caterpillar Financial at
Caterpillar  Financial's  offices  indicated  above.

SECTION  5.  ADDITIONAL  COVENANTS.  Guarantor  further  agrees that Caterpillar
----------------------------------
Financial  may,  at its sole option, at any time, and from time to time, without
the  consent  of  or  notice  to  guarantor,  or to any other party, and without
incurring  any  responsibility  to  Guarantor or to any other party, and without
affecting,  impairing  or  releasing  the  obligations  of  Guarantor under this
Guaranty:  (a)  discharge  or  release any party (including, but not limited to,
Obligor,  secondary obligors of Obligor's indebtedness or any co-guarantor under
this  Guaranty)  who  is or may be liable to Caterpillar Financial for Obligor's
Indebtedness;  (b)  sell  at  public or private sale, exchange, release, impair,
surrender, substitute, realize upon or otherwise deal with, in any manner and in
any order and upon such terms and conditions as Caterpillar Financial deems best
at its  uncontrolled discretion, any leased equipment and/or any such collateral
listed  in  the  Contract  or  now or hereafter otherwise directly or indirectly
securing  repayment  of Obligor's indebtedness (all such leased equipment and/or
all  such  collateral  shall  hereinafter  be  referred  to as the "Equipment"),
including without limitation, the purchase of all or any part of such collateral
for  Caterpillar  Financial's own account; (c) change the manner, place or terms
of  payment  and/or  available  credit (including without limitation increase or
decrease  in  the amount of such payments, available credit or any interest rate
adjustments),  or change or extend the time of payment of or renew, as often and
for  such  periods  as  Caterpillar  Financial may determine, or alter Obligor's
Indebtedness  or  grant  any  other  indulgence  to Obligor and/or any secondary
obligors  or Obligor's Indebtedness or any co-guarantor under this Guaranty; (d)
settle  or  compromise Obligor's Indebtedness with Obligor and/or third party or
refuse  any  offer  of  performance  with  respect to, or substitutions for, the
Indebtedness;  (e)  take or accept any other security or guaranty for any or all
of  Obligor's  Indebtedness;  and/or  (f)  enter into, deliver, modify, amend or
waive  compliance  with,  any  instrument,  agreement or arrangement evidencing,
securing  or  otherwise  affecting,  all  or any part of Obligor's Indebtedness.


<PAGE>
SECTION  6.  NO  RELEASE  OF GUARANTOR.  Guarantor's obligations and liabilities
--------------------------------------
under  this  Guaranty  shall  not  be  released,  impaired, reduced or otherwise
affected  by,  and  shall continue in full force and effect, notwithstanding the
occurrence  of  any  event,  including without limitation any one or more of the
following  events:  (a)  death, insolvency, bankruptcy, arrangement, adjustment,
composition,  liquidation, disability, dissolution or lack of authority (whether
corporate,  partnership  or trust) of Obligor (or any person acting on Obligor's
behalf) or any Other Obligor or any other defense based on or arising out of the
lack  of  validity  or  unenforceability of the indebtedness or any agreement or
instrument  relating  thereto or any provisions thereof and/or Obligor's absence
or  cessation  of  liability  thereunder  for  any  reason,  including  without
limitation,  Caterpillar  Financial's  failure  to  preserve any right or remedy
against  Obligor;  (b)  any change in Obligor's financial condition; (c) partial
payment  or  payments  of  any  amount  due  and/or  outstanding under Obligor's
Indebtedness;  (d)  any  change  in Obligor's management, ownership, identity or
business  or  organizational  structure; (e) any payment by Obligor or any other
party  to  Caterpillar  Financial  that  is  held  to  constitute a preferential
transfer or a fraudulent conveyance under any applicable law, or for any reason,
Caterpillar  Financial  is  required  to fund such payment or pay such amount to
Obligor  or to any other person; (f) any sale, lease or transfer, whether or not
commercially  reasonable,  or  all  or  any  part of Obligor's assets and/or any
assignment,  transfer or delegation of Obligor's indebtedness to any third party
(whereby  this Guaranty shall continue to extend to all sums due from or for the
account  of Obligor and/or the new or substituted legal entity); (g) any failure
to  perfect  any lien or security interest securing the indebtedness or preserve
any  right,  priority  or  remedy  against  any Equipment; (h) any interruption,
change  or  cessation of relations between Guarantor and Obligor; (i) any defect
in,  damage to, destruction of or loss of or interference with possession or use
of  any  Equipment for any reason by Obligor or any other person; (j) any act or
omission by Caterpillar Financial which increases the scope of Guarantor's risk,
including  without  limitation,  negligent  administration  of transactions with
Obligor,  and/or  (k)  any  other occurrence or circumstance whatsoever, whether
similar or dissimilar to the foregoing, which might otherwise constitute a legal
or  equitable  discharge,  release  or defense of a guarantor or surety or which
might  otherwise  limit  recourse  against  Guarantor.

SECTION  7.  WAIVERS  OF  GUARANTOR.  Guarantor  waives,  for  the  benefit  of
-----------------------------------
Caterpillar  Financial  (which  waivers  shall  survive  until  this Guaranty is
released  or  terminated in writing by Caterpillar Financial): (a) notice of the
acceptance of this Guaranty; (b) notice of the existence, creation or incurrence
of  new  and/or additional debt owing from Obligor to Caterpillar Financial; (c)
presentment,  protest  and  demand,  and  notice of protest, demand, nonpayment,
nonperformance  and  dishonor  of  any  and  all  agreements,  notes  or  other
obligations  signed,  accepted,  endorsed  or  assigned  to  or  by  Caterpillar
Financial  or agreed to between Obligor and Caterpillar Financial; (d) notice of
adverse  change  in  Obligor's financial condition or any other fact which might
materially increase the risk of Guarantor; (e) any and all rights in and notices
or  demands relating to any Equipment, including without limitation, all rights,
notices,  advertisements or demands relating, whether directly or indirectly, to
the  foreclosure,  sale or other disposition of any or all such Equipment or the
manner  of  such sale or other disposition; (f) any claim, right or remedy which
Guarantor  may  now  have  or  hereafter acquire against the Obligor that arises
hereunder  and/or  from  the performance by any Other Obligor including, without
limitation,  any  claim,  remedy  or  right  of  subrogation,  reimbursement,
exoneration, contribution, indemnification, or participation in any claim, right
or  remedy  of  Caterpillar  Financial against the Obligor or any security which


<PAGE>
Caterpillar Financial now has or hereafter acquires with respect to the Obligor,
whether  or  not  such  claim,  right or remedy arises in equity, under contract
(express  or  implied), by statute, under common law or otherwise; (g) notice of
any  default  by  Obligor or any other person obligated in any manner for all or
any  portion  of  Obligor's  indebtedness  and  notice  of any legal proceedings
against such parties; (h) any right of contribution from any Other Obligors; (i)
notice  and  hearing  as  to  any prejudgment remedies; (j) any defense which is
premised  on  an  alleged lack of consideration of the obligations undertaken by
Guarantor,  including without limitation, any defense to the enforcement of this
Guaranty  based  upon  the  timing of execution of this Guaranty and/or that the
Guaranty had been executed after the execution date of any agreements evidencing
the  indebtedness;  (k) all exemptions and homestead laws; (l) any other demands
and  notices  required  by  law;  (m)  all  setoffs  and  counterclaims  against
Caterpillar  Financial  and/or  Obligor; (n) any defense based on the claim that
Guarantor's liabilities and obligations exceed or are more burdensome than those
of Obligor; (o) any defense which the Obligor may assert or be able to assert on
the underlying indebtedness or which may be asserted by Guarantor, including but
not  limited to (i) breach of warranty, (ii) fraud, (iii) statue of frauds, (iv)
infancy,  (v)  statute  of  limitations, (vi) lender liability, (vii) accord and
satisfaction,  (viii)  payment  and/or  (ix)  usury.

SECTION  8.  ENFORCEMENT  OF GUARANTOR'S OBLIGATIONS AND LIABILITIES.  Guarantor
--------------------------------------------------------------------
agrees  that,  should  Caterpillar  Financial  deem  it  necessary  to  file  an
appropriate collection action to enforce Guarantor's obligations and liabilities
under  this  Guaranty,  Caterpillar  Financial  may commence such a civil action
against  Guarantor  without  the  necessity  of  first (i) attempting to collect
Obligor's  indebtedness  from Obligor or from any Other Obligor, whether through
filing  of suit or otherwise, (ii) attempting to exercise any rights Caterpillar
Financial  may  have against any Equipment, whether through re-lease, the filing
of  an  appropriate  foreclosure action or otherwise, (iii) including Obligor or
any  Other  Obligor as an additional party defendant in such a collection action
against  Guarantor, or (iv) pursuing any other remedy in Caterpillar Financial's
power  or  to  mitigate  damages. If there is more than one guarantor under this
Guaranty, each Guarantor additionally agrees that Caterpillar Financial may file
an  appropriate  collection and/or enforcement action against any one or more of
them,  without  impairing  the rights of Caterpillar Financial against any other
guarantor  under  this  Guaranty.

SECTION  9.  CONSTRUCTION.  This  writing  is  intended as a final expression of
-------------------------
this  Guaranty  agreement and is a complete and exclusive statement of the terms
of  that agreement, provided however, that the provisions of this Guaranty shall
be  in  addition  to  and  cumulative  of,  and not in substitution, novation or
discharge  of,  any and all prior or contemporaneous written guaranties or other
written  agreements  by  Guarantor  (or  any  one  or more of them), in favor of
Caterpillar  Financial  or  assigned  to Caterpillar Financial by others, all of
which  shall be construed as complementing each other.  Nothing herein contained
shall  prevent  Caterpillar  Financial  from  enforcing  any  and all such other
guaranties  or  agreements  in  accordance  with  their  respective  terms.

SECTION  10.  SUCCESSORS  AND  ASSIGNS  BOUND.  Guarantor's  obligations  and
---------------------------------------------
liabilities  under  this  Guaranty shall be binding upon Guarantor's successors,
heirs,  legates,  devisees,  administrators, executors and assigns.  Caterpillar
Financial may assign this Guaranty and any and all rights and interests included
herein  in  Caterpillar  Financial's sole discretion without notice to Guarantor


<PAGE>
and the rights and remedies granted to Caterpillar Financial under this Guaranty
shall  also  insure  to  the  benefit  of Caterpillar Financial's successors and
assigns,  as  well  as  to  any  and  all subsequent holder or holders of any of
Obligor's  Indebtedness  subject to this Guaranty, without setoff, counterclaim,
reduction,  recoupment,  abatement,  deduction  or  defense  based  on any claim
Guarantor may have against Caterpillar Financial, such successors and assigns or
subsequent  holders  of Obligor's Indebtedness.  Guarantor shall not assign this
Guaranty  without  prior  written  consent  of  Caterpillar  Financial.

SECTION  11.  TERMINATION.  This  Guaranty  is irrevocable and may be terminated
-------------------------
only  as  to  indebtedness  created  sixty  (60)  days  after  actual receipt by
Caterpillar Financial of written notice of termination hereof, provided however,
that  all  indebtedness incurred, created or arising pursuant to a commitment of
Caterpillar  Financial made prior to the effective date of such termination (the
"Termination  Date")  and  any  extensions,  renewals  or  modifications of such
Indebtedness (including without limitation loan and/or other commitments) agreed
to  or  instituted  by Caterpillar Financial prior to the Termination Date shall
not  be  effected  by such termination and shall be deemed to have been incurred
prior  to  termination  (irrespective of whether indebtedness arising thereunder
occurs  after the Termination Date) and shall be fully covered by this Guaranty.
Any  termination  of  this  Guaranty  shall  be  ineffective  unless  upon  the
Termination Date Guarantor deposits with Caterpillar Financial collateral in the
form  of  cash  in  an  amount  not  less  than  the  amount of the indebtedness
outstanding  on  the  Termination  Date.  Such cash shall be held by Caterpillar
Financial in a separate account and shall be returned to Guarantor upon the full
and  indefeasible  payment  of  all  of  the  indebtedness.

SECTION  12.  GOVERNING  LAW;  WAIVER OF JURY.  This Guaranty shall be construed
---------------------------------------------
liberally  in favor of Caterpillar Financial and shall be governed and construed
in accordance with the substantive laws of the State of Tennessee without regard
to  the  conflicts  of  laws principals thereof.  ANY ACTION, SUIT OR PROCEEDING
RELATING  DIRECTLY  OR  INDIRECTLY  TO THIS GUARANTY OR THE RELATIONSHIP BETWEEN
GUARANTOR  AND  CATERPILLAR  FINANCIAL  WILL  BE  TRIED  IN A COURT OF COMPETENT
JURISDICTION  BY  A  JUDGE WITHOUT A JURY.  AS SUCH, GUARANTOR HEREBY WAIVES ANY
RIGHT  TO  A JURY TRIAL IN ANY SUCH ACTION, SUIT OR PROCEEDING.  IN THE EVENT OF
LITIGATION,  THIS  GUARANTY  MAY  BE  FILED AS A WRITTEN CONSENT TO TRIAL BY THE
COURT.

SECTION  13.  SEVERABILITY.  If  any  provision  of  this Guaranty is held to be
--------------------------
illegal,  invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable, this Guaranty shall be
construed  and  enforceable  as if the legal, invalid or unenforceable provision
had  never comprised a part of it, and the remaining provisions of this Guaranty
shall  remain in full force and effect and shall not be affected by the illegal,
invalid  or  unenforceable  provision  or  by  its  severance  herefrom.


<PAGE>
IN WITNESS WHEREOF, Guarantor has executed this Guaranty in favor of Caterpillar
Financial  on  the  day,  month  and  year  first  written  above.

 GUARANTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS GUARANTY

                                             (Complete Address, Phone, SSN
                                              if Guarantor is an individual)

Guarantor:  APOLLO GOLD, INC.                Address:___________________________

Signature /s/ Ken Eickerman                  ___________________________________
         -------------------------

Name (PRINT):    Ken Eickerman               Phone:_____________________________
             ---------------------

Title: CORPORATION                           SSN:_______________________________


<PAGE>
<TABLE>
<CAPTION>
EQUIPMENT:
<S>   <C>     <C>       <C>                                       <C>
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00489
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00490
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00491
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00492
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00493
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00494
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00495
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00496
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00497
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00498
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00499
 (1)  785B    USED      Caterpillar OFF-HIGHWAY TRUCK             6HK00500
 (1)  D10N    USED      Caterpillar TRACK-TYPE TRUCK              3SK00994
 (1)  16H     USED      Caterpillar MOTOR GRADER                  6ZJ00044
 (1)  D9R     USED      Caterpillar TRACK-TYPE TRUCK              7TL00509
 (1)  D9R     USED      Caterpillar TRACK-TYPE TRUCK              7TL00510
 (1)  1T28F   USED      Caterpillar INT. TOOLCARRIER              3CK01741
 (1)  834B    USED      Caterpillar WHEEL TRACTOR                 92Z00622
 (1)  922D    USED      Caterpillar WHEEL LOADER                  7MJ00456
 (1)  994     USED      Caterpillar WHEEL LOADER                  9YF00147
 (1)  990F    USED      Caterpillar WHEEL LOADER                  7HK00066
 (1)  690D    USED      Caterpillar WHEEL DOZER                   05A10987
</TABLE>

RE:  INSURANCE  COVERAGE  FOR  PURCHASED  EQUIPMENT

Per  the  Installment agreement between FLORIDA CANYON MINING, INC. P.O. BOX 330
EMLAY,  NV  89418  and  Caterpillar Financial Services Corporation ("Caterpillar
Financial"),  it  is  required  that  we  be provided with insurance coverage in
accordance  with  that  agreement  as  indicated  below.

Physical  Damage  Coverage  must  show that Caterpillar Financial has been named
loss payee for the equipment's replacement value.  The deductible must be shown.

Please notify your agent for the proper coverage, and list his name and location
below.  Our  representative  will  follow  up for confirmation of this coverage.

INSURANCE  AGENT:  Marsh                   CONTACT PERSON: Bruce Anderson
                 ---------------                          -----------------

ADDRESS: P.O.  Box  193880                 PHONE NUMBER:(415) 743-8236
        ------------------------                        -------------------

         San Francisco, CA 94111
     ---------------------------

IF  EQUIPMENT  HAS BEEN DELIVERED, WHEN WAS IT DELIVERED?  _____________________

 PROCESSING OF THIS TRANSACTION WILL BE HELD PENDING RECEIPT OF THIS INFORMATION
PLEASE FORWARD CERTIFICATE TO:  Caterpillar Financial Services Corporation, 2120
West  End  Avenue,  Nashville,  TN  37203-0001


<PAGE>