EXHIBIT
      10.2 


    ACKNOWLEDGEMENT,
      CONSENT AND UNDERTAKING

     

    
      
        	
                TO:

              	
                ST
                  ANDREW GOLDFIELDS LTD.

              
	 	 
	
                RE:

              	
                Sale
                  of assets by St Andrew Goldfields Ltd. ("St Andrew") to Apollo
                  Gold
                  Corporation ("Apollo") pursuant to an asset purchase agreement
                  dated the
                  6th
                  day of June, 2008, as amended by amending agreement dated the
                  30th
                  day of June, 2008 (collectively, the “Asset Purchase
                  Agreement”).

              


      

    

    ____________________________________________________________________________

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged by the parties, Apollo hereby acknowledges and agrees as
      follows:

    1. The
      provisions contained in section 7.1 of the Asset Purchase Agreement shall have
      no application to the proposed purchase (the "Proposed Purchase") by St Andrew
      of up to 2,400,000 units of Apollo, with each unit consisting of one share
      of common stock (the "Common Shares") of Apollo and one half of one warrant
      (the
      "Warrants") to purchase common stock of Apollo (the "Securities") to be sold
      pursuant to a short form prospectus of Apollo dated July 9, 2008 (the "Apollo
      Financing").

    2. Upon
      the
      completion of the Proposed Purchase, 2,400,000 common shares of Apollo currently
      held by St Andrew shall be immediately free from the provisions contained in
      section 7.1 of the Asset Purchase Agreement which, for greater certainty, shall
      be in addition to the common shares of Apollo which St Andrew may sell pursuant
      to section 7.1 of the Asset Purchase Agreement.

    3. Apollo
      undertakes to file as soon as practicable after the date hereof a registration
      statement (or an amendment to the existing registration statement), as
      applicable, with the Securities and Exchange Commission to register for resale
      the Common Shares and Warrants included in the Securities within 60 days from
      the closing of the Proposed Purchase. Apollo
      covenants and agrees to make such filings and take all steps necessary to
      maintain the effectiveness of such registration statement  until St Andrew
      can sell all of the Securities in a single transaction in compliance with Rule
      144 under the United States Securities Act of 1933, as amended.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Within
      two (2) Business Days (as defined in the Asset Purchase Agreement) of the
      completion of the Apollo Financing, Apollo shall pay to St Andrew the balance
      of
      the purchase price owing under the Asset Purchase Agreement, namely $14,500,000,
      together with all accrued and unpaid interest thereon, as determined in
      accordance with the Asset Purchase Agreement.

    5. This
      Consent and Undertaking may be executed by facsimile or other electronic means,
      which shall be as effective as an originally executed copy.

     

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              Dated
                as of the 23rd
                day of July, 2008.

            	 
	 	 
	 	
              APOLLO
                GOLD CORPORATION

               

              Per: /s/
                R David Russell            

              Name:
                R. David Russell

              Title:
                President and Chief Executive Officer

            
	 	 


    

    


     

    
      
        
        

      

      
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