EXHIBIT 10.12



                                APOLLO GOLD, INC.



                            AND AFFILIATED COMPANIES




                             COMPANY RETIREMENT PLAN




                              EMPLOYEE SAVINGS PLAN




                                                                        SUMMARY
                                                                           PLAN
                                                                    DESCRIPTION


<PAGE>
                     APOLLO GOLD, INC. EMPLOYEE SAVINGS PLAN

                            SUMMARY PLAN DESCRIPTION

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE

1.   INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

2.   PARTICIPATING IN THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . .1

EMPLOYEE CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     Salary Reduction Contributions . . . . . . . . . . . . . . . . . . . . . .2
EMPLOYER CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
VESTING OF CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .4

4.   BENEFITS AND DISTRIBUTIONS FROM THE PLAN . . . . . . . . . . . . . . . . .4

TIMING OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     Normal Distribution Time . . . . . . . . . . . . . . . . . . . . . . . . .4
     Other Distribution Times . . . . . . . . . . . . . . . . . . . . . . . . .5
     Consent to Distribution. . . . . . . . . . . . . . . . . . . . . . . . . .5
FORMS OF DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     Normal Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     Optional Distributions . . . . . . . . . . . . . . . . . . . . . . . . . .5
FEDERAL INCOME TAX WITHHOLDING ON DISTRIBUTIONS . . . . . . . . . . . . . . . .5
DISTRIBUTIONS OF BENEFITS UPON YOUR DEATH . . . . . . . . . . . . . . . . . . .6
     Pre-retirement Death Benefits. . . . . . . . . . . . . . . . . . . . . . .6
     Post-retirement Death Benefits . . . . . . . . . . . . . . . . . . . . . .6

5.   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

     Investment of the Trust Fund . . . . . . . . . . . . . . . . . . . . . . .6
     Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     Qualified Domestic Relations Orders. . . . . . . . . . . . . . . . . . . .7
     Top-Heavy Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     Amendment and Termination of Plan. . . . . . . . . . . . . . . . . . . . .7
     Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     Claims and Review Procedure. . . . . . . . . . . . . . . . . . . . . . . .7
     "Spendthrift" Provisions . . . . . . . . . . . . . . . . . . . . . . . . .8
     Trust Fund Not Insured . . . . . . . . . . . . . . . . . . . . . . . . . .8
     Inability to Locate Person to Receive Payment, Incompetent Beneficiary . .8
     Special Rights under ERISA . . . . . . . . . . . . . . . . . . . . . . . .9

5.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     Hours of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     One-Year Break In Service. . . . . . . . . . . . . . . . . . . . . . . . 10


<PAGE>
     Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     Vesting Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7.   REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12



<PAGE>
                                I.  INTRODUCTION

This  is  a  summary of the Apollo Gold, Inc. Employee Savings Plan (the "Plan")
which  has  recently been established or amended.  The purpose of the Plan is to
provide  retirement  income  for employees eligible to participate by permitting
pre-tax  contributions to the Plan.  The effective date of the Plan or amendment
is  January  1,  2000.

Under  the  Apollo  Gold,  Inc.  Employees  Savings Plan, the current investment
choices  are:

Low Risk                                   Bonds
---------                                  -----
Scudder Stable Value                       PIMCO Total Return

Balanced                                   Large Company Value
--------                                   ---------------------
Kemper Total Return                        SAFECO Equity

Moderate Growth (now Large Cap. Growth)    Index
---------------------------------------    -----
Scudder Large Cap Growth                   Scudder Stock Index

Aggressive                                 Moderate Cap. Aggressive Growth
----------                                 -------------------------------
Scudder 21st Century Growth                INVESCO Dynamics

International                              Lifestyle  Funds
-------------                              ----------------
Scudder International                      Pathway Conservative
                                           Pathway Balanced
                                           Pathway Growth

                                           Specialty
                                           ---------
                                           Kemper Technology

                                           Emerging Markets
                                           ----------------
                                           Templeton Developing Markets

Information  about  the  investment  objectives  and  the  risk  and  return
characteristics  of  the  above  investment  choices  is  provided  in  the Plan
materials.

Investment  instructions  may be made by calling the Pilot Voice Response System
at  1-800-541-7705.  For  more  information, regarding the funds, please contact
your  local  Human  Resources  Department  or  the  Plan  Administrator.

     PLEASE  REMEMBER THAT THIS IS ONLY A SUMMARY AND THEREFORE CANNOT COVER ALL
THE  DETAILS  OF  THE  PLAN  OR  ACT AS A SUBSTITUTE FOR THE PLAN DOCUMENT WHICH
CONTAINS  ALL  OF  THE  PROVISIONS  OF  THE  PLAN.  IN  ADDITION,  WE  MAY  HAVE
UNINTENTIONALLY  LEFT OUT OR MISSTATED SOME ITEMS. IF THERE IS ANY INCONSISTENCY
BETWEEN  THIS  SUMMARY  AND  THE  ACTUAL  PROVISIONS  OF  THE  PLAN,  THE ACTUAL
PROVISIONS  SET  FORTH  IN  THE  PLAN  DOCUMENT  WILL  CONTROL.

                          2.  PARTICIPATING IN THE PLAN

Before  you  become  a  Participant  in  the  Plan,  you  must  satisfy  certain
eligibility  requirements.  These  requirements  are  explained in this section.


                                       1
<PAGE>
You have the right to make Salary Reduction Contributions and to receive Company
Matching  Contributions  made  to  the  Plan  after  you complete 1,000 hours of
continuous  service  with  Apollo  Gold,  Inc.  and/or  its  subsidiaries.

When  calculating  your  Hours of Service for each week during which you work at
least  one  hour for the Employer, your Employer will credit you with the actual
number  of  hours  for which you performed services for the Employer during that
week.

All  employees  who  have completed the necessary length of service stated above
are  eligible  to participate except non-resident aliens who work outside of the
United  States  and  individuals  covered  by a collective bargaining agreement.

You  will  become  a  Participant for Salary Reduction Contributions and Company
Matching  Contributions  on  the  first  day  of  the  following month after you
complete  all  of  the  above  applicable  requirements.

                          3.  CONTRIBUTIONS TO THE PLAN

EMPLOYEE CONTRIBUTIONS

SALARY REDUCTION CONTRIBUTIONS

You  may elect to have part of your Compensation contributed to the Plan through
salary  reductions.  These  contributions  are  called  "Salary  Reduction
Contributions."  You  may  contribute  up to 15% of your total cash compensation
(including  overtime)  to  the  Plan.  Highly  compensated  participants  may be
limited  to  a lower percentage in order to satisfy certain testing requirements
imposed  by  the  I.R.S.  This  contribution  is  made  before  taxes.

You can change how much you deduct from your pay on a monthly basis.  To request
a  change,  call the Pilot Voice Response System at 1-800-541-7705.  The request
will  be  effective  the  first  of  the  following  month.

As  stated  by  law,  there  is  a maximum 401(k) contribution you can make in a
calendar  year.  Since  this  maximum  contribution may increase as permitted by
law,  employees  will  be  notified  of  this  amount when it is known.  If your
contributions  reach  that amount, they will stop an then start automatically at
the  same  contribution  rate  at  the  beginning  of  the  next  calendar year.


EMPLOYER CONTRIBUTIONS

COMPANY CONTRIBUTIONS

When you contribute to the Plan, Apollo Gold matches $.75 for every $1.00 of the
first  6% of your before tax pay (from 7% to 15%, there will be no Company Match
although  the  contributions are still treated as before tax).  The advantage of
the  Apollo  Gold  matching contribution is that you receive an automatic profit
before  your  money  is  even  invested.

For example, if you invest 4% of your pay into the 401(k) Plan, Apollo Gold will
contribute  an  additional  3%.  If  you invest 6% of your pay, Apollo Gold will
contribute  4.5%.  Apollo  Gold's  matching  contribution  is  deposited to your
individual  Plan  account,  just  like  your  own  dollars.


                                       2
<PAGE>
EXAMPLE OF AN EMPLOYEE EARNING $30,000 PER YEAR
-----------------------------------------------

ANNUAL DEFERRAL                     COMPANY MATCH             TOTAL
PERCENTAGE               $
1%                $  300            $  225                    $  525
2%                $  600            $  450                    $1,050
3%                $  900            $  675                    $1,575
4%                $1,200            $  900                    $2,100
5%                $1,500            $  1,125                  $2,625
6%                $1,800            $  1,350                  $3,150
7%                $2,100            $  1,350                  $3,450
8%                $2,400            $  1,350                  $3,750
9%                $2,700            $  1,350                  $4,050
10%               $3,000            $  1,350                  $4,350
11%               $3,300            $  1,350                  $4,650
12%               $3,600            $  1,350                  $4,950
13%               $3,900            $  1,350                  $5,250
14%               $4,200            $  1,350                  $5,550
15%               $4,500            $  1,350                  $5,850



                            VESTING OF CONTRIBUTIONS

All  contributions  you  make  (e.g.,  Salary  Reduction Contributions, Rollover
Contributions)  are  fully  vested and non-forfeitable when made.  To the extent
assets  are  "vested" they are "non-forfeitable" and may not be lost, other than
for  fees  and/or  investment losses, or taken away, even if you leave your job.

All  Employer  Matching  Contributions  made on your behalf, and any earnings on
those contributions, will vest and become non-forfeitable at the following rate:


                              Vesting Years       Percent Vested
                              -------------       --------------

                                     1                   25%
                                     2                   50%
                                     3                   75%
                                     4                  100%


                            TAXATION OF CONTRIBUTIONS

All contributions made to your account are not currently subject to federal, and
most state, income taxes, but will be subject to federal, and possibly state and
local, income taxation along with their earnings when benefits are later paid to
you  or  your beneficiaries. Also, any distributions you receive before reaching
the age of 59 1/2  will be subject to a 10% IRS early withdrawal penalty, unless
the distribution  is:

          1)   Paid  on  account  of  your  disability
          2)   Paid  to  you  on  account of a separation from service after you
               have  reached age 55 and paid to you in either a lump sum payment
               or  in substantially equal payments based on your life expectancy
               or  the  joint  life  expectancy  of  you  and  your  beneficiary
               (provided that the installment payments extend for a period of at
               least  5  years)


                                       3
<PAGE>
          3)   Paid  on  account  of  your  death
          4)   Paid  to  a  spouse,  ex-spouse  or  other  party  pursuant  to a
               qualified  domestic  relations  order,
               or
          5)   Paid for medical expenses (only to the extent such expenses would
               be  deductible).

Regardless  if the 10% IRS early withdrawal penalty requirement will or will not
apply,  distributions  will  be  subject  to  federal  and  state  income taxes.

                            TERMINATION OF EMPLOYMENT

If you are a Plan Participant and you leave your job with the Employer, you will
no  longer  be eligible to make contributions to the Plan.  You may, however, be
entitled  to  receive  an  allocation of any Employer Contributions for the Plan
Year  during  which  you  terminated  employment  (see "EMPLOYER CONTRIBUTIONS,"
                                                        ----------------------
above).  If  you  return  to  work for the Employer within one year as a regular
status  employee,  you  will immediately become a Participant in the Plan again.

If you separate from service before you are 100% vested, you will be entitled to
take  distribution of only the vested portion of your account(s). The non-vested
portion  will be forfeited. However, if you return to work before incurring five
(5) consecutive One-Year Breaks in Service, and you repay to the Plan the entire
amount  of your vested portion of the distribution from the Plan account(s), the
Employer  will  reinstate  your  account(s),  including  the  amount  that  was
forfeited.  You  will  have  5 years from the date of your distribution check to
repay  the  amount  you  took  as a distribution. You should check with the Plan
Administrator  for  more  detailed  information concerning these rules and their
application  to  your  situation.

If  you  decide  to leave your account balance(s) in the Plan, the Employer will
not  forfeit the non-vested portion until you have incurred five (5) consecutive
One-Year  Breaks  in  Service, or until you elect to take a distribution of your
vested  portion,  whichever  is  earlier.

Forfeitures  will be applied to reduce the Employer's obligation to make a fixed
contribution  (e.g., Company Matching) for the Plan Year during the Plan Year in
               ----
which  the  forfeiture  occurred.

If  you  return to work for the Employer, and again participate in the Plan, any
Vesting  Years  you  accumulated  before  you  left  your  job  will  be used in
determining  the vested portion of any subsequent Employer Contributions you may
receive.  The  extent to which your future service with the Employer may be used
to  increase  the vested portion of Employer Contributions you received prior to
                                                                        --------
separation  depends  on how many One-Year Breaks in Service you incur before you
are  re-hired.  If  you  were not fully vested at the time you left your job but
you  did  not incur five (5) consecutive One-Year Breaks in Service, any Vesting
          ---
Service  you  accumulate after re-hire will be counted in determining the vested
portion of the Employer Contributions you received prior to your separation from
service.  If  you  did  incur  five  (or  more)  consecutive  One-Year Breaks in
Service,  the vested portion of the Employer Contributions you received prior to
separation  will  not be increased on account of your subsequent service and the
non-vested  portion  will  remain  forfeited.

                  4.  BENEFITS AND DISTRIBUTIONS FROM THE PLAN

TIMING OF DISTRIBUTIONS

NORMAL DISTRIBUTION TIME
Your  Normal  Retirement  Date will be when you reach the age of 65.  Unless you
elect  otherwise,  distribution  of  your  account  balance generally will begin
following  the  end  of  the  Plan  Year  in  which you either reach your Normal
Retirement  Date  or  you  stop  working  for  the Employer, whichever is later.


                                        4
<PAGE>
REQUIRED MINIMUM DISTRIBUTIONS

If  you are not a 5% owner, you are required to begin receiving required minimum
            ---
distributions  ("RMDs")  not later than April 1st of the calendar year following
the  later  of  (i)  the date you attain age 70 1/2, or (ii) the date you retire
from  service for the Employer. If you are a 5% owner, however, you are required
                                       ---
to  begin receiving RMDs not later than April 1st of the calendar year following
the  year  in which you attain age 70 1/2 -- regardless of whether you are still
employed  by  the  Employer.  In  any event, you must continue receiving RMDs by
December  31st  of  each  subsequent  year.

If  you do not receive your Required Minimum Distribution for any year, you will
be  subject  to  an  IRS  penalty  equal to 50% of the amount you did not timely
receive.

OTHER DISTRIBUTION TIMES

You  may  elect  an  earlier  time  for  distribution  to  begin,  provided that
distributions  do  not begin before you reach your Normal Retirement Date (which
is  age  65),  become  disabled,  or  separated  from service with the Employer.

CONSENT TO DISTRIBUTION

If  your  Plan  account  balance  (excluding your Rollover Account) is $5,000 or
less, the Plan Administrator may authorize distribution of your Plan accounts in
a  single  lump  sum  payment without your consent, once you have reached a time
when  distributions  can  begin (e.g., your termination of employment).  If your
                                 ----
account  balance (excluding your Rollover Account) is over $5,000, distributions
cannot  be  made  without  your  consent (except in the case of required minimum
distributions,  described  in  "NORMAL  DISTRIBUTION  TIME,"  above).
                               ---------------------------


                             FORMS OF DISTRIBUTIONS

NORMAL DISTRIBUTION

Your  vested account balance under the Plan will be distributed in the form of a
single  lump  sum  payment  unless  it exceeds $5,000 and you request one of the
Optional  Distributions  described  below.

OPTIONAL DISTRIBUTIONS

Instead  of  the  Normal  Distribution  Form,  described above, you may elect to
receive  distribution  of  your  vested  account balance in one (or a reasonable
combination) of the following Optional Distributions:  Lump sum distribution and
Installment  payments  in  a  fixed  amount.


                 FEDERAL INCOME TAX WITHHOLDING ON DISTRIBUTIONS

Most  distributions paid directly to you will be subject to a 20% federal income
tax  withholding requirement, regardless of your age.  (Certain state income tax
withholding  obligations  may also apply.)  However, the withholding requirement
can  be  avoided  under  the  following  circumstances:

     1.   If  you  receive  substantially  equal  installment  payments designed

          a)   to  be  paid  over  a  period  of  at  least  10  years;  or


                                        5
<PAGE>
          b)   to  be paid for the duration of your life (or life expectancy) or
               the  joint  lives  (or  joint  life expectancies) of you and your
               beneficiary,

          the  20%  withholding requirement will not apply. However, federal and
          state  income  taxes  will  apply  to  these  distributions.

     2.   If  all  or  a  portion  of  the  distribution  is a "required minimum
          distribution"  under  Section  401(a)(9) of the Internal Revenue Code,
          the  20% withholding requirement will not apply to the portion that is
          a  required  minimum distribution. The "required minimum distribution"
          is  considered  taxable  income,  however.

     3.   If  your distribution is eligible for rollover treatment, you can have
          your  distribution  directly  rolled  over  into  an  IRA  or  another
          qualified retirement plan (i.e., not paid to you) and the distribution
                                     ----
          will  not  be  subject  to  the  20%  withholding.

     Regardless  if  the  20%  withholding  requirement  will or will not apply,
     distributions  may  be subject to federal and state income taxes as well as
     the 10% penalty for early withdrawal if taken before age 59 1/2. Check with
     the  Human  Resources  Department  for  more  information  on  these rules.

                    DISTRIBUTIONS OF BENEFITS UPON YOUR DEATH

PRE-RETIREMENT DEATH BENEFITS

If  you  are  married  and  you  die  before distribution of your vested account
balance  has  begun,  your  vested  account  balance will be distributed to your
spouse,  unless  you designate an alternative Beneficiary (or Beneficiaries) for
all or a portion of your account.  To designate a Beneficiary (or Beneficiaries)
other  than  your  spouse, you must obtain your spouse's written consent. If you
are  unmarried  at  the  time of your death, your vested account balance will be
paid  to  your  designated  Beneficiary  (or  Beneficiaries).

Distribution(s) to your spouse or Beneficiary (or Beneficiaries) will be made in
the  form(s)  elected  by your spouse or each Beneficiary, unless you previously
designated  the  form  of  distribution.

POST-RETIREMENT DEATH BENEFITS

If  you die after the distribution of your vested account balance has commenced,
the remainder of the distributions will continue to be paid, in the same manner,
to  your  spouse  or  any Beneficiary (or Beneficiaries) you properly designated
before  your  death.

                                5.  MISCELLANEOUS

INVESTMENT OF THE TRUST FUND

All  contributions  made  on your behalf are held in a Trust Fund, in a separate
account  maintained in your name and invested by the Trustee.  The Trust Fund is
maintained strictly for the benefit of Participants and their Beneficiaries; the
Trustee  is  required  to act only in their interests.  Investment decisions for
individual  accounts  are  the  sole  responsibility  of  the  participant.

LOANS

Loans are permitted from the Apollo Plan.  Loans are made only from your account
and  are subject to the nondiscriminatory terms and conditions prescribed by the
Administrator.  A  copy  of  the  Loan Policy is available from your local Human
Resources  Department.


                                        6
<PAGE>
QUALIFIED DOMESTIC RELATIONS ORDERS

While  federal  law protects your Plan assets from creditors, qualified domestic
relations  orders  are  an exception.  A qualified domestic relations order is a
court  order  that gives an alternate payee (such as a spouse, former spouse, or
child)  a  right  to  part  or all of your Plan assets.  Such an order can force
payment  of  benefits  while  you are working even though the Plan may otherwise
prohibit  distributions  earlier  than  retirement,  termination,  death  or
disability.  The  Plan  Administrator  will  notify  you  I  the Plan receives a
domestic relations order relating to you and must determine, within a reasonable
time,  if  he  order  is  qualified.  If  you have any questions about qualified
domestic  relations  orders,  you  should  contact  the  Plan  Administrator.

TOP-HEAVY PLAN

For  any  Plan  Year the Plan is determined to be Top-Heavy, the Employer may be
required  to  make  additional  minimum  contributions  on behalf of the non-Key
Employees  and/or  to  accelerate  vesting.

AMENDMENT AND TERMINATION OF PLAN

The  Employer  intends  to  maintain  the  Plan indefinitely.  Nevertheless, the
Employer does have the right to amend or terminate the Plan at any time.  In the
event  the  Plan  is ever amended or terminated, the Plan contains the following
provisions  designed  to  protect  your  benefits:  once the Employer has made a
valid  contribution  to  the  Trust, the Employer cannot recover it.  Similarly,
once  you  have  a vested benefit, it cannot be taken away.  Finally, unless the
law  requires it, or the government gives special permission, the amount in your
account cannot be reduced, other than for fees and/or investment losses, and the
Plan's  distribution  options  cannot  be  restricted.

Once  you  become a Participant in the Plan, you will maintain your interest, in
all future Employer contributions regardless of whether the Employer changes the
Plan's  eligibility and/or vesting requirements.  If the Plan's vesting schedule
is  changed, Participants with three (3) or more Vesting Years (five (5) or more
Vesting  Years  for  Participants  who  have  not  been credited with an Hour of
Service  in  a  Plan  Year  beginning after 12/31/88) may choose to keep the old
vesting  schedule  for  their  accounts.

If  the  Plan  is  combined in any way with another plan, your benefit under the
combined  plan  will  not  be  less  than  it  would  have  been if the Plan had
terminated,  instead  of  being  combined  with  the  other  plan.

If  the  Plan  terminates or the Employer completely discontinues contributions,
the  Plan  Administrator  will  instruct  the  Trustee  as to whether and how to
distribute  Participants'  accounts.

The Employer has delegated a limited power to amend the Plan to Scudder Investor
Services,  Inc.

ADMINISTRATION

The  individual  or  entity  whose  name  appears  on page 12 will serve as Plan
Administrator.  It is the Plan Administrator's job to keep lists of Participants
and  their  Beneficiaries,  to  process  disbursement  orders,  to  take care of
bookkeeping  and  record  keeping,  and  to  prepare  reports  for employees and
government  agencies.  The  Plan  Administrator  will also have the authority to
decide  all  questions  about  the Interpretation of Plan provisions and to hold
hearings  on  disputed  claims  for  benefits.

CLAIMS AND REVIEW PROCEDURE

The  Plan  Administrator  will administer the Plan to provide benefits to you as
soon  as you are entitled to receive them.  The following procedure is, however,
available  to  you  if  you  feel that you are entitled to a benefit you are not
receiving:


                                        7
<PAGE>
     (a)  Making  a  Claim
          ----------------
          You  must make a claim to the Plan Administrator in writing unless the
                                                           ----------
          Plan  Administrator  agrees  that  this  formality  is  not  required.


     (b)  Notice  of  Reason  For  Denial
          -------------------------------
          If  the  Plan  Administrator  denies your claim to a benefit, you must
          receive  written notice of the denial within 60 days after the day you
          filed your claim. This notice must give you the reasons for the denial
          and  a  description  of what your rights are for review of the denial.


     (c)  Review
          ------
          You will have 60 days from the day you received a denial from the Plan
          Administrator to make a written application for review. You may have a
          hearing  at  that  review  session if you ask for it. If you request a
          hearing,  you  may  have  a  lawyer with you, you may examine the Plan
          documents,  and  you  may  submit  your  own  comments  in  writing.

The Plan Administrator must make a decision on the review within 60 days of your
application,  except  that  up  to  60  more  days  may  be  taken  if  the Plan
Administrator finds that special circumstances exist, such as the need to hold a
hearing.  You  will  receive  the  Plan  Administrator's  decision  in  writing,
including  reasons  for  that  decision.

"SPENDTHRIFT" PROVISIONS

Generally,  the Plan does not allow you to pledge, give away or sell your rights
to  your  account.  Except  to  the extent that the Plan permits you to take out
loans  on your account, and except as ordered by a court pursuant to a qualified
domestic  relations  order,  your  account  balance  may  not be reduced for any
reason.

TRUST FUND NOT INSURED

The  funds  in  the  Plan are not insured because insurance is not available for
this  type of retirement plan.  Pension insurance is available only for plans in
which  the  actual  dollar  amount  of the benefits is known.  In this Plan, the
actual  dollar  amount  of  the  contributions varies from year to year, and the
amount in your account depends on the investment results in the Trust Fund.  The
value  in  dollars  of  your  benefits will therefore not be known until you are
entitled to receive them.  Consequently, the Plan is not eligible for insurance.

INABILITY TO LOCATE PERSON TO RECEIVE PAYMENT, INCOMPETENT BENEFICIARY

If the person eligible to receive any benefit from the Plan cannot be located or
identified,  the  Plan  Administrator,  in  his/her  discretion,  may direct the
Trustee  to:  (1)  forfeit  and  reallocate  the  benefit  to  the  remaining
Participants,  (2)  retain the benefit in the Trust, or (3) pay the benefit to a
court  pending judicial determination of who is entitled to the benefit.  If the
benefit  is forfeited and reallocated, however, the Employer will be required to
reinstate  the  benefit  if  the person eligible to receive the benefit is later
located  or  identified.

If  the Plan Administrator decides that any person to whom a benefit is payable,
is  physically  or  mentally incapable of handling his or her financial affairs,
the  Plan  Administrator  may  direct  the  Trustee  to make payments that would
normally  be due to that individual, to the individual's legal representative or
custodian,  or  to apply such payments directly for the individual's support and
maintenance.


                                        8
<PAGE>
SPECIAL RIGHTS UNDER ERISA

As  a participant in the Plan, you are entitled to certain rights and protection
under  ERISA  (Employee Retirement Income Security Act of 1974).  ERISA provides
that  all  participants  will  be  entitled  to:

     (a)  Examine  without  charge, at the Plan Administrator's office, all Plan
          documents  including  insurance  contracts and copies of all documents
          filed  by  the  plan with the U.S. Department of Labor, such as annual
          reports  and  Plan  descriptions.

     (b)  Obtain  copies  of  all Plan documents and other Plan information upon
          written  request to the Plan Administrator. The Plan Administrator may
          make  a  reasonable  charge  for  the  copies.

     (c)  Receive  a  summary  of  the  Plan's annual financial report. The Plan
          Administrator  is  required  by law to furnish each participant with a
          copy  of  this  summary  financial  report.

     (d)  Obtain  a  statement telling you whether you have a right to receive a
          pension  at normal retirement age, and if so, what your benefits would
          be at normal retirement age if you stop working under the Plan now. If
          you  do not have a right to a benefit, the statement will tell you how
          many  more  years  you  have to work to have a right to a benefit. You
          must  request this statement in writing. The Plan Administrator is not
          required  to  provide  this  statement more than once a year, but must
          provide  the  statement  free  of  charge.

     (e)  In  addition  for creating rights for plan participants, ERISA imposes
          duties  upon  the  people who are responsible for the operation of the
          employee  benefit  plan.  The  people  who  operate the Plan, the Plan
          Administrator  and  the Trustee, are called "fiduciaries" of the Plan,
          and  have a duty to act prudently and in the interest of you and other
          Plan  Participants  and  Beneficiaries.

          No  one,  including  the fiduciaries, your Employer, your union or any
          other  person,  may  fire you or otherwise discriminate against you in
          any  way to prevent you from obtaining a pension benefit or exercising
          your rights under ERISA. If your claim for a pension benefit is denied
          in  whole  or  in part, the Plan Administrator must provide you with a
          written  explanation  of  the reason for the denial. You also have the
          right to have the Plan Administrator review and reconsider your claim.

          You  can  take  the  following steps to enforce the above rights under
          ERISA:

          1.   If  you  request materials from the Plan Administrator and do not
               receive  them  within  30  days,  you  may file suit in a federal
               court.  In  such  a  case,  the  court  may  require  the  Plan
               Administrator  to  provide the materials and pay you up to $100 a
               day  until  you  receive the materials, unless the materials were
               not  sent  because  of  reasons  beyond  the  control of the Plan
               Administrator.

          2.   If  you  have a claim for benefits which is denied or ignored, in
               whole  or in part, you may file suit in a state or federal court.

          3.   If  the  Plan  fiduciaries misuse the Plan's money, or if you are
               discriminated  against for asserting your rights, you may ask for
               assistance  from  the  U.S.  Department of Labor, or you may file
               suit  in  a  federal  court. The court will decide who should pay
               court  costs and legal fees. If you are successful, the court may
               order  the  person  you have sued to pay these costs and fees. If
               you lose, the court may order you to pay these costs and fees if,
               for  example,  it  finds  your  claim  is  frivolous.


                                        9
<PAGE>
If  you  have  any  questions  about  the  Plan,  you  should  contact  the Plan
Administrator.  If  you  have  any  questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S. Labor
-Management  Services  Administration,  Department  of  Labor or the Division of
Technical Assistance and Inquiries, Pension and Welfare Benefits Administration,
U.S.  Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.


                                 5.  DEFINITIONS

Listed  below  are  definitions  for  some  terms  that are used throughout this
Summary  and  the  Plan.  Since these words may have technical meanings slightly
different  from  their ordinary meanings, please refer to these definitions when
you  are  reading  this  Summary  or  the  Plan  document.

     COMPENSATION

          Compensation means cash compensation

          The  above  definition  of  Compensation  will apply for allocating or
          determining  Salary  Reduction  Contributions,  Employer  Matching
          Contributions,  nondiscrimination tests contained in Article VI of the
          Plan,  and  Section  415  Limitations  on  Allocations.

          Compensation  shall  include  a  Participant's  Salary  Reduction
          Contributions  and other amounts which are excluded from an Employee's
          gross  income  on  a  pre-tax basis. This will apply for allocating or
          determining  Employer  Matching  Contributions,  and nondiscrimination
          testing.

          Compensation shall not include amounts paid during that portion of the
          Plan  Year during which the Employee is not eligible to participate in
          the  Plan.

     EMPLOYER

          Employer means Apollo Gold, Inc. and its subsidiaries.

     HOURS OF SERVICE

          Hours  of  Service  means  any  hours for which you are either paid or
          entitled to be paid by the Employer for performing duties or for other
          reasons  such as vacation, holidays, sick days, maternity or paternity
          leave,  disability,  jury or military duty, layoff or authorized leave
          of  absence.  Hours  of  Service are used when determining whether you
          have  met  the  eligibility  and  vesting  requirements  of  the Plan.

          Please note that Hours of Service you may have accumulated for reasons
          other than performing duties, such as vacation, maternity leave, etc.,
          cannot exceed 501 hours for each continuous period during which you do
          not  perform  any  duties.

     ONE-YEAR BREAK IN SERVICE

          One-Year  Break  in  Service  is  a  12-month  period during which you
          complete  500  or  fewer  Hours of Service (see definition above). The
          12-month  periods  are measured from the day you began working for the
          Employer in the same manner as Years of Service are determined. (Note:
          If  a  "Year  of Service" is defined below as a 12-month period during
          which you complete 501 or less Hours of Service, then a One-Year Break
          in  Service  is a 12-month period during which you do not complete the
          number  of  Hours  of  Service  specified  in  the  "Year  of Service"
          definition  below.)


                                       10
<PAGE>
     PARTICIPANT

          Participant  means  an  employee  who  has  satisfied  the eligibility
          requirements of the Plan and is thereby eligible to participate in the
          Plan.  See  Section  2  of  this  Summary  for  the Plan's eligibility
          requirements.

     PLAN YEAR

          Plan Year means the 12-month period ending on the last day of December
          over  which  Plan  records  are  maintained.

     TOP HEAVY

          Top Heavy describes a Plan in which the sum of account balances of key
          employees  -  that  is,  corporate  officers  and  highly  compensated
          employees  -  exceeds  60%  of  the  sum  of  account  balances of all
          Participants.

     YEAR OF SERVICE

          A  Year  of  Service is a 12-consecutive-month period during which you
          complete  1,000  Hours  of  Service.

     VESTING YEAR

          Vesting  Year  means a year to be accrued on the vesting schedule (see
          "VESTING  OF  CONTRIBUTIONS," page 3). A Vesting Year will be credited
           --------------------------
          to  you for the appropriate measuring period during which you complete
          1000  Hours  of  Service.

          A  Vesting  Year  will  be measured on the 12-consecutive-month period
          beginning  on  the  first  day  you  complete an Hour of Service or an
          anniversary  of  that  date.


                                       11
<PAGE>
                                 7.  REFERENCES

Name of Plan:                            Apollo Gold, Inc. Employee Savings Plan
------------

Plan Number:                             001
-----------

Plan Year:                               The 12 month period ending on the last
-----------                              day of December.


Name, Address and Phone Number
------------------------------
Of Employer:                             Apollo Gold, Inc.
-----------                              601 West First Avenue, Ste. 1500
                                         Spokane, WA 99201
                                         (509) 624-4653

Employer Identification Number:          91-1724754
------------------------------

Employer's Fiscal Year:                  The 12-month period ending on the last
------------------------                 day of December.


Name and Address of Plan Administrator:  Ms. Gayle Newnham
--------------------------------------   Apollo Gold, Inc.
                                         601 West First Avenue, Suite 1500
                                         Spokane, WA 99201


Name and Address of Agent for
-----------------------------
Service of Legal Process:                Donald W. Vagstad
-------------------------                Senior Vice President and
                                         General Counsel
                                         Apollo Gold, Inc.
                                         601 West First Avenue, Suite 1500
                                         Spokane, WA 99201


Name and Address of Trustee:             Scudder Trust Company
---------------------------              11 Northeastern Blvd.
                                         Salem, NH 03079


                                       12
<PAGE>