Xtra-Gold Resources Corp.: Exhibit 10.68 - Filed by newsfilecorp.com






Exhibit 10.68 



2011 STOCK OPTION PLAN OPTION
AGREEMENT 

This Option Agreement is entered into between Xtra-Gold
Resources Corp. (the “Corporation”) and the consultant (the
“Optionee”) named below pursuant to the Xtra-Gold Resources Corp. 2011
Stock Option Plan (the “Plan”). This Agreement witnesses that in
consideration of the covenants and agreements herein contained and such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as set forth and confirms
that: 

	on July 1, 2011 	(the “Grant Date”) 
	SAN DIEGO TORREY HILLS CAPITAL, INC. 	(the “Optionee”) 


was granted stock options (the “Options”)
to purchase 100,000 shares of common stock (the “Option Shares”)
of the Corporation, exercisable on a cumulative basis, at a price (the
“Exercise Price”) of US$1.85 per Option Share; and for a
term of 3 years (the “Option Period”) expiring at 5:00 p.m.
(Toronto time) on July 1, 2014 (the “Expiry Date”). 

The options granted in accordance with the above terms are not
subject to any vesting schedule and shall be exercisable in their entirety upon
execution of a consulting agreement entered into between the Corporation and the
Optionee on July 1, 2014. 

This Option Agreement is subject to the terms set out in, and
in accordance with, the Plan. By signing this Option Agreement, the Optionee
acknowledges having read and understands the Plan and accepts the Options in
accordance with the terms and conditions of the Plan. 

This Agreement may be signed by the parties hereto in
counterpart, each of which counterpart when so signed shall be deemed to be an
original, and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
execution date as set forth in this Agreement. This Agreement may be executed by
facsimile and such facsimile or facsimiles shall be deemed to represent the
original Agreement. 

All capitalized terms not defined herein have the meaning
assigned to them in the Plan. 

IN WITNESS WHEREOF
the Corporation and the Optionee have executed this Option Agreement as of the
the 1st day of July, 2011. 

XTRA-GOLD RESOURCES CORP. 

By: /s/ Paul
Zyla                                                      
 
       Paul Zyla,

       President and Chief Executive Officer


SAN DIEGO TORREY HILLS CAPITAL,
INC.

By: /s/ Cliff
Mastricola                                           
 
       Cliff Mastricola

       President 






2011 STOCK OPTION PLAN 

NOTICE OF EXERCISE 

	TO: 	Xtra-Gold Resources Corp. 
	  	360 Bay Street 
	  	Suite 301 
	  	Toronto ON M5H 2V6 
	  	  
		Attention:
    President  
	  	  
	  	in person or by fax to (416) 981-3055
  


Reference is made to the Option Agreement made as of July 1,
2011 between Xtra-Gold Resources Corp. (the “Corporation”) and the
Optionee named below. The Optionee hereby exercises the Option to purchase
Shares of the Corporation as follows: 

Number of Option Shares for which Options are being
exercised: 

	Exercise Price per Option Share: 	US$ 	1.85 
	  	  	  
	Total Exercise Price: 	US$ 	  
	(in the form of a cheque which need not be a certified
      cheque or bank draft tendered with this Notice of exercise) 		
	  	  	  
	Name of Optionee: 	  	  
	as it is to appear on the stock certificate 	  	  
	  	  	  
	Address of Optionee: 	  	  
	as it is to appear on the register of Shares of the
      Corporation (and to which a certificate representing the Shares being
      purchased is to be delivered) 		
	  	  	  
	  	  	  
	Dated: _________________________ 	SAN DIEGO TORREY HILLS
      CAPITAL, INC. 
	  	  	  
	  	  	  
	  	By: 
	  	 
	               
                     [print name and
      title of signatory]