EXHIBIT 10.5


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


       THIS AGREEMENT effective as of the ___ day of ______________, 2003

BETWEEN:


                              APOLLO GOLD CORPORATION
                              4601 DTC Boulevard
                              Suite 750
                              Denver, Colorado
                              80237-2571

                              (the  "Company")

                                                               OF THE FIRST PART
                              -and-

                              LLEE CHAPMAN
                              1783 Janie Court
                              Elko, Nevada
                              8901-790

                              (the  "Executive")

                                                              OF THE SECOND PART

                                    RECITALS
                                    --------

     A.     WHEREAS  the  Executive  was  an  officer of Nevoro Gold Corporation
("Nevoro")  and entered into that certain Employment Agreement with Nevoro dated
May  24,  2002  (the  "Original  Agreement");

     B.     AND WHEREAS effective June 25, 2002 Nevoro and International Pursuit
Corporation  ("IPJ")  amalgamated to form the Company pursuant to the terms of a
Plan  of  Arrangement  under  Section  182  of  the  Business  Corporations  Act
(Ontario);

     C.     AND  WHEREAS the Company shall assume the Original Agreement subject
to  certain  amendments  as  set  forth  below;

     D.     AND WHEREAS the Company and Executive wish to amend and restate that
Original  Agreement  as  set  forth  herein;


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     E.     AND  WHEREAS  the  Executive  is  a  shareholder  and officer of the
Company  and  is  employed  in  the  Business (as defined below) operated by the
Company;

     NOW  THEREFORE in consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows:

1.   DEFINED  TERMS
     --------------

     (a)  "AMALGAMATION"  means  the  amalgamation of Nevoro and IPJ pursuant to
          the  Plan  of  Arrangement;

     (b)  "ARRANGEMENT  OPTION  PLAN" means the stock option plan of the Company
          for  directors, officers, employees and other service providers of the
          Company approved by the Company's shareholders pursuant to the Plan of
          Arrangement;

     (c)  "BOARD"  means  the  board  of  directors  of  the  Company;

     (d)  "BUSINESS" means the business presently or hereafter carried on by the
          Company  in  the area of mineral resource exploration and development;

     (e)  "CHANGE  OF CONTROL" means a change in the beneficial ownership of 20%
          or  more  of  the  issued  and  outstanding  shares  of  the  Company;

     (f)  "DISABILITY"  means  the  inability  of  the  Executive as a result of
          illness  or  injury  to perform his responsibilities as an employee of
          the  Company  for  a period of 180 consecutive days or 200 days out of
          400  days;

     (g)  "PLAN  OF  ARRANGEMENT"  means  the  plan  of arrangement entered into
          between  Nevoro and IPJ under Section 182 of the Business Corporations
          Act  (Ontario);  and

     (h)  "STOCK  OPTION  PLAN"  means  the  incentive  stock option plan of the
          Company for directors, officers, employees and other service providers
          of  the  Company.

2.   EMPLOYMENT
     ----------

     (a)  The Company (directly or through it's United States subsidiary, Apollo
          Gold,  Inc.  at  times  when the Executive is a resident of the United
          States),  shall employ the Executive and the Executive shall serve the
          Company  and  its  subsidiaries  as Vice-President and Chief Financial
          Officer,  or in such other capacity or capacities as may be determined
          by  the Board from time to time. In such capacity, the Executive shall
          be responsible for (i) overseeing the financial and accounting affairs
          of  the  Company; (ii) assisting in raising debt and equity capital as
          required  by  the  Company;  (iii)  implementing financial systems and
          controls  for the Company; and (iv) managing the process for preparing
          and  filing  all  financial


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          reports  required  by  the Toronto Stock Exchange, Canadian Securities
          authorities  and the Securities and Exchange Commission if applicable.

     (b)  The   Executive  represents  that  he  has  the  required  skills  and
          experience to perform the duties required of him as Vice-President and
          Chief  Financial  Officer  and  agrees  to  be  bound by the terms and
          conditions  of  this  Agreement.

     (c)  The  Executive  will  be employed on a full-time basis for the Company
          and that the Executive will devote himself exclusively to the Business
          and  will  not  be  employed  or  engaged in any capacity in any other
          business  which  is  in  competition with the Business of the Company,
          without  the  prior  written  approval  of  the  Company.

     (d)  The  Executive  acknowledges  that  in  carrying  out  his  duties and
          responsibilities:

          i)   the  Executive  shall  comply  with  all  lawful  and  reasonable
               instructions  as  may  be  given  by  the  Board;

          ii)  the   Executive   acknowledges  and  agrees  that  the  effective
               performance  of the Executive's duties requires the highest level
               of  integrity  and  the  Company's  complete  confidence  in  the
               Executive's  relationship with other employees of the Company and
               with  all  persons  dealt  with by the Executive in the course of
               employment;  and

          iii) the  Executive  will  perform  his  duties  in a diligent, loyal,
               productive  and  efficient  manner  and  use  his best efforts to
               advance  the  Business  and  goodwill  of  the  Company.

     (e)  The  Executive is employed on a full-time basis for the Company and he
          understands that the hours of work involved will vary and be irregular
          and are those hours required to meet the objectives of the employment.

     (f)  The  Executive's  initial  location of employment under this Agreement
          shall  be  in  the  State of Nevada. The Executive agrees, however, to
          relocate  his  employment within North America if directed to do so by
          the  Board.  The  Company shall reimburse the Executive for all moving
          expenses  related  to  a  relocation  of  employment  hereunder.

3.   COMPENSATION  AND  BENEFITS
     ---------------------------

     As  compensation  for  the  services to be rendered by the Executive to the
     Company,  the  Company  agrees to provide the remuneration and benefits set
     out  in  this  clause  3.

     (a)  BASE  SALARY  AND  DISCRETIONARY  BONUS


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          The Executive shall be paid a minimum annual base salary of US$185,000
          to  be reviewed annually by the Board. Said salary shall be subject to
          all  statutory  and  other deductions and shall be paid bi-monthly, in
          arrears,  by cheque or deposit, or such other periodic installments as
          may  be  from  time  to time agreed. In addition, the Executive may be
          entitled  to receive a discretionary performance bonus in such amount,
          if  any,  as  the  Board  in  its  sole  discretion  may  determine.

     (b)  GRANT  OF  STOCK  OPTIONS

          Pursuant to the Plan of Arrangement, the Executive was granted 239,811
          options  pursuant  to  the  Arrangement Option Plan, exercisable for a
          period  of  five  years at a price of US$0.80 per share, vesting as to
          50%  on  December 31, 2002 and as to 50% on December 31, 2003, subject
          to  reduction  if  certain  performance  criteria  (the   "Performance
          Criteria")  established  by  the Board are not achieved. The Executive
          acknowledges receiving a written copy of the Performance Criteria. The
          Executive  shall  also be eligible to receive additional stock options
          granted  pursuant  to  the  Stock  Option  Plan,  on  such  terms  and
          conditions  as  the  Board  in  its  discretion  may  determine.

     (c)  AUTOMOBILE  ALLOWANCE

          The  Executive shall be entitled to receive an automobile allowance of
          US$10,000  per annum. In the event of the termination of employment of
          the  Executive  for  reasons  other  than  cause, or in the event of a
          Change  of  Control,  the  Executive shall be entitled to purchase the
          automobile  then in use by the Executive pursuant to this section at a
          price  equal  to  one-half  of  the  blue  book  value thereof and any
          deficiency in the purchase price thereof shall be paid by the Company.

     (e)  HEALTH  AND  MEDICAL  BENEFITS

          The  Executive shall be entitled to receive and participate in health,
          dental  and long-term disability programs as are made available by the
          Company  to other employees holding similar positions of importance to
          the  Company,  provided  that  the  Company  may  modify,  suspend, or
          discontinue any or all of such benefits for its employees generally or
          for  any  group  thereof,  without  obligation  to  replace  any  such
          modified,  discontinued  or  suspended benefit with any other benefit,
          equivalent  or  otherwise compensate the Executive in respect thereof.

     (d)  CLUB  MEMBERSHIP

          The  Executive  shall  be  entitled  to  receive  an  allowance  for a
          social/sports  club  membership equal to US$15,000 for initiation fees
          and  annual  dues  of  up  to  US$5,000  per  annum.


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4.   VACATION
     --------

     The  Executive will be entitled to twenty (20) days of vacation during each
     twelve  (12)  month  period  calculated  from  January  1,  2002 plus usual
     statutory  and  other  public  holidays,  the timing of such vacation to be
     mutually  agreed  upon  between  the  Executive  and  the Company. Vacation
     entitlement not used in any 12 month period may be carried forward provided
     that  if it is not used in the next 12 month period, the Executive shall be
     paid  the  cash  equivalent  of  any  unused  vacation  entitlement.

5.   EXPENSES
     --------

     The  Executive  shall  be  reimbursed  by the Company for business expenses
     incurred  as  a  result  of  his work on behalf of the Company. The Company
     shall  reimburse  the  Executive  for  such  expenses  upon presentation of
     supporting documentation satisfactory to the Company in accordance with the
     tax  principles  applicable  in  Canada  (at  times  when  the Executive is
     resident  in Canada) or in accordance with the tax principles applicable in
     the  United  States  (at times when the Executive is resident in the United
     States)  for such reimbursement and the Company's established reimbursement
     policies,  as  those  policies  may  be  modified  from time to time in the
     Company's  discretion.

6.   TERMS OF THE AGREEMENT AND TERMINATION
     --------------------------------------

     (a)  This  Agreement  shall  commence  on  the  date hereof and shall be of
          indefinite  term  unless terminated pursuant to the provisions hereof.

     (b)  The  Executive may terminate his employment pursuant to this Agreement
          by  giving  at  least one (1) months' advance notice in writing to the
          Company. The Company may waive such notice, in whole or in part and if
          it  does  so, the Executive's entitlement to remuneration and benefits
          pursuant  to  this  Agreement  will  cease  on the date it waives such
          notice.

     (c)  The  Executive's  employment shall be terminated upon the death of the
          Executive  whereupon  all stock options granted to the Executive shall
          immediately  vest  and  shall be exercisable by the Executive's heirs,
          executors,  administrators  or  personal representatives in accordance
          with  the terms of the Stock Option Plan and/or the Arrangement Option
          Plan  as  the  case  may  be.

     (d)  The  Executive's employment shall be terminated upon the Disability of
          the  Executive.

     (e)  In  the event of a Change of Control, the Executive's employment shall
          be  deemed to have been terminated without cause and the Company shall
          be  obligated  to  pay  the Executive the amount of severance payments
          calculated  in  accordance  with  subparagraph  6(f)  hereof.


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     (f)  The Executive's employment may be terminated without cause by majority
          vote  of  the  Board.  In the event that the Executive's employment is
          terminated  pursuant  to  this section 6(f), any stock options granted
          but  not  vested  shall  be  deemed to have immediately vested and the
          Company  shall  pay to the Executive 24 months salary, in compensation
          for  the Executive's loss of employment, together with a payment equal
          to 50% of any bonus entitlement of the Executive for each year in such
          two year period and any other compensation (including two years health
          and  medical  coverage)  to which the Executive is entitled to receive
          and the Executive shall not have the duty to mitigate damages. For the
          purpose  of calculation such payments, all Federal and State taxes and
          Federal  excise  taxes  (parachute  taxes)  shall  be  grossed-up.

     (g)  The Company may terminate the Executive's employment without notice or
          payment in lieu thereof, for cause. For the purposes of this Agreement
          "cause" shall mean (i) the failure to follow the written directions of
          the  Board  which are not inconsistent with this Agreement or contrary
          to  applicable  law,  (ii) gross neglect of responsibilities after the
          receipt  of  written notice setting forth the performance deficiencies
          and  45  days  to  cure  such  deficiencies, (iii) acts of dishonesty,
          fraud, misrepresentation, harassment or employment discrimination, and
          (iv)  indictment  for  a  felony.

7.   NOTICES
     -------

     (a)  Any notice required or permitted to be given to the Executive shall be
          sufficiently  given  if  delivered  to  the Executive personally or if
          mailed  by registered mail to the Executive's address disclosed on the
          face  page  hereof.

     (b)  Any  notice  required or permitted to be given to the Company shall be
          sufficiently  given  if delivered to the Secretary or President of the
          Company  personally  or  if mailed by registered mail to the Company's
          head  office  at  its  address  disclosed  on  the  face  page hereof.

     (c)  Any  notice  given  by  mail  shall  be  deemed  to  have  been  given
          forty-eight  hours  after  the  time  it  is  posted.

8.   ENTIRE  AGREEMENT
     -----------------

     This  Agreement  terminates,  replaces and supersedes all prior agreements,
     oral  or  written, between the parties hereto, including but not limited to
     the  original  employment agreement by and between Nevoro and the Executive
     dated  May  24,  2002.  This   Agreement  contains  the  final  and  entire
     understanding  and agreement between the parties hereto with respect to the
     subject  matter  hereof,  and  they  shall  not  be  bound  by  any  terms,
     conditions,  statements, covenants, representations, or warranties, oral or
     written,  not  herein  contained with respect to the subject matter hereof.


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9.   HEADINGS
     --------

     The  headings  in this Agreement are for convenience of reference only, and
     under no circumstances should they be construed as being a substantive part
     of  this  Agreement  nor  shall  they limit or otherwise affect the meaning
     hereof.

10.  WARRANTY
     --------

     The  parties   represent  and  warrant  that  there  are  no  restrictions,
     agreements  or  limitations  on  their  rights or ability to enter into and
     perform  the  terms  of  this  Agreement.

11.  COUNTERPARTS
     ------------

     This  Agreement  may be executed in counterparts, each of which shall be an
     original,  and  such counterparts shall together constitute but one and the
     same  instrument.

12.  SEVERABILITY
     ------------

     In  the  event  that  any  provision of this Agreement is found to be void,
     invalid,  illegal  or  unenforceable  by a court of competent jurisdiction,
     such  finding will not affect any other provision of this Agreement. If any
     provision  of  this  Agreement  is  so  broad  as to be unenforceable, such
     provision  shall  be  interpreted  to  be  only so broad as is enforceable.

13.  MODIFICATION
     ------------

     Any  modification  of  this Agreement must be in writing and signed by both
     the Executive and the Company or it shall have no effect and shall be void.

14.  WAIVER
     ------

     The  wavier  by either party of any breach or violation of any provision of
     this  Agreement  shall  not  operate  or  be  construed  as a waiver of any
     subsequent  breach  or  violation.

15.  ASSIGNMENT  OF  RIGHTS
     ----------------------

     The  rights  which accrue to the Company under this Agreement shall pass to
     its successors or assigns. The rights of the Executive under this Agreement
     are  not  assignable  or  transferable  in  any  manner.

16.  INDEPENDENT  LEGAL  ADVICE
     --------------------------

     The Executive acknowledges that he has read and understands this Agreement,
     and  acknowledges  that  he  has  had the opportunity to obtain independent
     legal  advice  with  respect  to  it.


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17.  TIME  OF  ESSENCE
     -----------------

     Time  shall  be  of  the  essence  of  this  Agreement.

18.  GOVERNING  LAW
     --------------

     The  Agreement  shall  be  governed by and construed in accordance with the
     laws  of  the  State  of  Colorado.  Any  dispute  between  the Company and
     Executive  shall  be  brought  exclusively  in  the State or Federal Courts
     located  in  Denver, Colorado. In the event of such dispute, the prevailing
     party shall be entitled to recover its reasonable attorneys fees and costs.

     IN  WITNESS WHEREOF the parties have duly executed this Agreement effective
as  of  the  date  first  written  above.

                                                APOLLO GOLD CORPORATION AND
                                                APOLLO GOLD, INC.


                                                 By:                         /s/
                                                    ----------------------------


SIGNED, SEALED AND DELIVERED     )
  in the presence of             )
                                 )                                          /s/
                                 )              -------------------------------
                                 )                      R. Llee Chapman


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