JOINT COOPERATION "AGREEMENT"
             -----------------------------------------------------
                         Number: 202/API MA8 02/04 2002


KNOW ALL MEN BY THIS PRESENT:

This joint Cooperation  Agreement (Agreement) is made and entered by and between
the undersigned signatories.

APOLO GOLD INC. , a Corporation  duly  incorporated  under the Laws of Nevada in
the United States of America, and located at:

         1458-409 Granville Street
         Vancouver, B.C., V6C 114
         Canada

HEREINAFTER referred to as the "FIRST PARTY"                             (APOLO)

AND

PT. METRO ASTATAMA, a limited liability corporation, incorporated under the Laws
of Republic of Indonesia, located at:

         Jin. Pam Baru Reya No 10
         Kompl PAM. Bendungan Hillr
         Jakarta - 10210 - Indonesia

HEREINAFTER referred to as the "SECOND PARTY"                            (METRO)

WITNESSETH:

The Parties  purposefully  entered into and execute this Agreement with the sole
purpose of the  Parties  being to work  together in a Joint  Operation  basis to
pursue and effect the Gold Mine Covering 733.9 hectares  hereinafter referred to
as the ("Property" ) at the Region of Babakan Loa, District of Kedondong,  South
Lampung, Southern Lampung,  Province of Lampung,  Southern Sumatera,  Indonesia.
Owned by PT. NAPAL UMBAR PICUNG, (NUP).

NOW THEREFORE:

In  consideration  of mutual  promises,  covenants and  undertakings set for the
herein and for the good and  valuable  consideration,  the  Parties  declare and
agree as stated in the Articles hereto.

                                       1/9

<PAGE>

                                    ARTICLE 1
                                    ---------

Presentations and Warranties
-----------------------------

1.01 Whereas, APOLO represent and warrants that :

     a.   APOLO  has full  corporate  power  and  authority  to enter  into this
          Agreement  and the entering of this  Agreement  does not conflict with
          any applicable  Laws or with the By-Laws of Apolo or with any contract
          or other  commitment to which Apolo is a Party to. b. The execution of
          this Agreement and the  performance  of its Terms and Conditions  have
          been duly authorized by all necessary  corporate  action including the
          Resolution of the Board of Directors of Apolo.

1.02 Whereas, METRO represent and warrants that :

     a.   METRO  has   exclusively   signed  a   MEMORANDUM   of   UNDERSTANDING
          (Kesepakitan).  Number  201/nup.mas.01/04.2002.  Dated  April 8, 2002,
          with by PT. NAPAL UMBAR  PICUNG,  (NUP) for its  Property  KP.  Number
          KW.086 PP 325 at the above said location.

     b.   METRO  has full  corporate  power  and  authority  to enter  into this
          Agreement  and the entering of this  Agreement  does not conflict with
          any applicable Laws or with the by-laws of Metro, or with any contract
          or other commitment to which Metro is a Party to.

     c.   The execution of this  Agreement and the  performance of its Terms and
          Conditions have been duly authorized by as necessary  corporate action
          including the Resolution of the board of Directors of Metro.


                                    ARTICLE 2
                                   ----------

The Obligations of the Parties:
-------------------------------

1.   Under this particular Article the Patties shall define clearly and
     explicitly the commitment and obligation of the Parties/signatories.


2.   Metro hereby assign to Apolo the exclusive right through this Agreement
     to  explore,  test,  develop  and Mine the  "Property"  and to extract,
     remove and sell the Minerals and mineral  products  therein and realize
     the  profit  thereof.  Apolo  and its  nominee  shall be the  exclusive
     manager of the "Property" and its development into a production mine.


                                       2/9
<PAGE>


3.   However Apolo shall report in writing on a quarterly  basis,  all their
     activities  and  progress to Metro,  in order for Metro to make regular
     quarterly  reports  to the  appropriate  Government  Institution.  Said
     quarterly report shall coincide with public  reporting  requirements of
     Apolo which is March, June, September, and December.

                                    ARTICLE 3
                                   ----------

Assignment
----------

Both Parties  agree that with the consent of either  Party,  which consent shall
not be unreasonable  withheld,  each Party shall have the right to assign all or
any part of its interest in this  Agreement and in the property,  subject to the
Terms and  Conditions of this interest being  transferred  agrees to be bound by
the Terms and conditions of this Agreement, insofar as they are applicable.


                                    ARTICLE 4
                                   -----------

1.   Upon  execution of this  Agreement,  Apolo shall,  within 45 days,  arrange
     issuance of  1,500,000  common  shares of Apolo  subject to sale under rule
     144, to each of the  following  entities (a total of  3,000,000  restricted
     shares);

     a.  PT. Metro Astatama
         Jin. Pam Baru Reya No 10
         Kompl PAM. Bendungan Hillr
         Jakarta - 10210 - Indonesia

     b.  AMNXC Holding Ltd.
         6488 Bruce Street
         West Vancouver, B.C.
         Canada

2.   The Parties has mutually  agreed that the Project shall be managed by Apolo
     or its  nominee  and that the Net  Profits  will be  allocated  eighty (80)
     percent to Apolo and Twenty  (20)  percent  to Metro.  Distribution  of Net
     Profits  shall be based  on a Net  profit  basis  which is  defined  as the
     deduction of all cost, expenses of operation,  management fees,  Government
     license fees and taxes, camp expenses, travel and depreciation on Equipment
     based n the  projected  life of the  mine or the  Equipment,  whichever  is
     shorter.

3.   Should the Parties disagree on the figure of the depreciation, the auditors
     of Apolo shall be engaged to provide an opinion on the acceptable method of
     depreciating  the  equipment.  The  remaining  profit after all  applicable
     expenses  shall be paid out Eighty  (80)  percent to Apolo and Twenty  (20)
     percent to Metro.  If  payments  are less then the Net Profit  shown  after
     expenses, said pay out shall also be on 80% to Apolo and 20% to Metro basis
     unless the Parties mutually agree to other arrangements.

                                       3/9

<PAGE>


                                    ARTICLE 5
                                   ----------

General Terms and Conditions :
------------------------------

1.   The parties  hereto  hereby  covenant and agree that they will execute such
     further agreements, conveyances and assurances as may be required, or which
     council  for the  Parties  may deem  necessary  to  effect or carry out the
     intent of the Agreement.

2.   This Agreement shall  constitute the entire  Agreement  between the Parties
     with respect to the Property. No representation or inducement has been made
     except as set forth herein.  No changes,  alterations,  or  modification of
     this  Agreement  shall be  binding  upon  either  Party  until and unless a
     Memorandum  in writing to such  effect  shall  have been  written,  oral or
     implied  understandings  between  the Parties  with  respect to the matters
     covered herein.

3.   Time shall be of the essence of this Agreement.

4.   The Title in the  Articles  in this  Agreement  shall not be deemed to form
     part of this  Agreement  but  shall be  regarded  as  having  been used for
     convenience and references only.

5.   Each provision of this Agreement  shall be interpreted in such manner to be
     effective  and  valid  under  applicable  Law  of the  Country,  but if any
     provision shall be prohibited by and be invalid under  applicable Law, such
     provision  shall be  effective  only to the extent of such  prohibition  or
     invalidity,  without  invalidating  the remainder of such  provision or the
     remaining provisions of this Agreement.

6.   Apolo hereby covenant and agrees that :

     a.   If it should elect to  discontinue  its operation on the Property,  it
          shall  return Metro the Property  interest  acquired by Apolo  therein
          under   this    Agreement    and   shall    execute    any   and   all
          documents/Agreements,  that are required by Metro to effect the return
          of the Property  rights to Metro.  All Equipment on the Property owned
          by Apolo  shall  be sold to  Metro  based  on  current  value.  If the
          Equipment  is owned by Apolo and the  Parties do not agree to a value,
          Apolo has the right or the remaining provisions of this Agreement.

     b.   It shall  conduct  sufficient  work on the  Property to  maintain  the
          Property  in good  standing  at all times  hereinafter  until the year
          following any declared discontinuance, as referred Ito in 6.a.

7.   This  Agreement  shall be governed by and  interpreted  in accordance  with
     international Law and in the Independent Country.

                                       4/9


<PAGE>
                                    ARTICLE 6
                                    ---------


 The Payments
 -----------------

1.   As agreed by the Parties herein, that the Deal for the "Property" amounting
     US $375,000.00  (US Dollar three hundred seventy five thousand) which is to
     be paid in seven (16) installment basis to wit:

1st Payment on             15th April             2002            US$.  5,000.00
2nd Payment on             15th June              2002            US$. 20,000.00
3rd Payment on             15th September         2002            US$. 25,000.00
4th Payment on             15th December          2002            US$. 25,000.00
5th Payment on             15th March             2002            US$. 25,000.00
6th Payment on             15th September         2002            US$. 25,000.00
7th Payment on             15th March             2003            US$. 25,000.00
8th Payment on             15th September         2003            US$. 25,000.00
9th Payment on             15th March             2003            US$. 25,000.00
10th Payment on            15th September         2003            US$. 25,000.00
11th Payment on            15th March             2003            US$. 25,000.00
12th Payment on            15th September         2003            US$. 25,000.00
13th Payment on            15th March             2003            US$. 25,000.00
14th Payment on            15th September         2003            US$. 25,000.00
15th Payment on            15th March             2003            US$. 25,000.00
16th Payment on            15th September         2003            US$. 25,000.00
--------------------------------------------------------------------------------

2.   Grand Total of Payments

3.   In the event that a delay in the payment should occurred,  both Parties has
     agreed  that Apolo shall a thirty (30) days period from the date of payment
     to fulfil the payment.


                                    ARTICLE 7
                                    ---------

 Net Profit :
 --------------

1.   Apolo shall calculate on a quarterly  basis, the Net Profit Derive from the
     operations on the Property. The quarterly basis of reporting shall coincide
     with the quarterly reporting  requirements of Apolo with the Securities and
     Exchange  Commission.   These  quarterly   requirements  are  March,  June,
     September and December. Should the Mine start on any other basis, the first
     quarter will be adjusted to abide with the dates mentioned above.

2.   Apolo shall no later than 45 days after  completion  of quarter,  determine
     the Net  Profit  available  to Metro and in turn pay to Metro the  required
     amount, as defined under Article 4 of this Agreement.

                                       5/9

<PAGE>

3.   Deliver a properly  prepared  Financial  statement on Operation at the Mine
     site,  which shall  include  gross  receipt from  mineral  sales during the
     reporting quarter, the expenses that have been deducted,  and the resulting
     Net Profit and the portion applicable to Metro.

4.   Provided however that, until such time as there are Net Profits  available,
     Apolo  should  deliver  to Metro  within 45 days of the end of a  reporting
     quarter, a detailed financial  statement of all operations.  This statement
     even when no mineral  recovery  has  occurred  to date.  Once the  required
     Equipment is in place and Production has commenced,  the  requirements  for
     reporting are in effect.

5.   Apolo  agrees as does Metro,  that each Party will execute and deliver such
     documents  as may be necessary to permit both Apolo and Metro to record its
     share rights against the property.


                                    ARTICLE 8
                                   -----------


First Right of Refusal :
----------------------------

Notwithstanding  Article 3, in the event Metro wishes to sell all or part of its
interest in the Agreement or the Property itself,  it shall first give notice to
Apolo in writing  containing an offer to sell or part of its  interest,  and the
Terms  of  Sale  that it  would  accept.  The  offer  can be in  Cash  or  other
consideration.

Apolo  shall have 30 days from the date of receipt of notice  from Metro to sell
or part, to reply in writing to Metro, re-Metro offer. Metro shall then be bound
by this  proposal  they have made to Apolo.  The Parties  then have a further 30
days to  complete  the  accepted  proposal  that  Metro  has made and  Apolo has
accepted.  If Apolo  fail to notify  Metro  before  the  expiration  of the time
therein,  then Metro may sell and transfer  such  interest  offered to any third
Party or parties,  provided it is on the same terms that Apolo either decline or
fail to exercise on.


                                    ARTICLE 9
                                   ----------

NOTICES :
---------

Any notice, election, consent or other writing required or permitted to be given
hereunder shall be deemed to be sufficient  given or postage prepaid or if given
by telegram, telex or faxes addressed as follows:

For Apolo:        APOLO GOLD INC.
                  1458 - 409 Granville Street
                  Vancouver, B.C. V6C 1T2

                  Telephone:        0011-604-687 4150
                  Fax:              0011-604-687-4155


                                       6/9

<PAGE>

For Metro:        MT METRO ASTATAMA
                  Jin. Pam Baru Reya No 10
                  Kompl PAM. Bendungan Hillr
                  Jakarta - 10210 - Indonesia

                  Telephone:        001-62-21-573-5379
                                    001-62-811 130 282
                  Fax:              001-62-21-573-5379



                                   ARTICLE 10
                                   ----------


The Parties Rights
------------------

Each Party  acknowledges  that the other Party has other  interest and business,
and that this  Agreement is a non exclusive  Agreement,  and only relates to the
commerce  herein and/or  hereinafter,  or otherwise  agreed to by the Parties in
writing.


                                   ARTICLE 11
                                   ----------


Definition :
------------

In addition to the Definitions contained in this Agreement, in this Article:

"Cost"  means all items of outlay  and  expenses  whatsoever,  both  direct  and
indirect,  with respect to the Property or any mine recorded by the purchaser in
accordance with generally  accepted  accounting  principals and without limiting
generally, more particularly:

A.   "Capital Costs" means :

     a.   All cost  preparing and equipping the mine for  commercial  production
          which are recorded prior to the  completion  date,  including  without
          limiting generally, all amount invested in development headings, Heavy
          equipment,   Gold   processors,   housing,    infrastructures,    road
          constructions, Drainage, Airport, and other facilities whatsoever.

     b.   All  cost  of  maintaining  efficient  production  of gold  which  are
          recorded after completion data,  including without limiting generally,
          exploration  and  exploitation,  development  and acquisition of fixed
          asset, and

     c.   For purposes  only of  calculation  of Net Profits all items of outlay
          and expenses obtained financial  information and providing security as
          recorded by Apolo.


B.   "Exploration  costs" means all cost recorded during the exploration period,
     including  without  limiting   generally,   such  reasonable   charges  for
     administrative services as may charged by Apolo and or Metro.

                                       7/9
<PAGE>


C.   "Exploration Costs" means all cost relating to Production of minerals.

D.   "Mine Costs" means Capital Costs, Exploration and Exploitation Costs.

E.   "Operating  Costs" means all cost which do not fall into any other class of
     costs enumerated herein including, without limiting generally :

     a.   Payroll costs, including applicable fringe benefits,  burden and other
          direct payroll costs.

     b.   All  other  costs   incidental  to  mining  operation  and  Government
          administrations,

     c.   all cost  resulting  from any slowdown,  suspension or  termination of
          mining operation at the mine,  whether  voluntary or involuntary,  and
          howsoever arising,

     d.   all  prepared  expenses  and costs of  supplies  and repair  parts and
          consumables for the operation of the Equipment and plant,

     e.   all taxes,  other then income  taxes,  royalties  or other  charges or
          imposts provided for pursuant to any Law or legal  obligation  imposed
          by any government,

     f.   all  incidental  costs  rehabilitation  of the mine,  reclamation  and
          environmental protection, and

     g.   such  reasonable  portion of the head office  overhead costs as may be
          charged by Apolo.

                                   ARTICLE 12
                                  ------------

Confidentiality
---------------

Both  Parties,  Apolo  and  Metro  shall  treat  all  data,  reports,  and other
information of any nature whatsoever relating to this Agreement and the Property
as  confidential.  The only  exception  to this would be  matters  that Apolo is
obliged to disclose to the Public, to the securities and Exchange  commission in
its  regular  reporting  requirements  regarding  consent  of the  other  Party,
disclose  to any third  party any  information  concerning  the  Property or any
operation  thereon.  The Parties shall not buy, sell, or otherwise  disclose any
information relating to the Property,  unless such information is required to be
disclosed  because of the  applicable  Law in Indonesia or in the U.S.A.  In the
event, the required information will be provided to the other Party first before
any disclosure is undertaken.

                                       8/9

<PAGE>

                                   ARTICLE 13
                                   ----------

Addendum
--------

Both Apolo and Metro agree to produce an Addendum  following this Agreement,  to
cover any addition or modification  as determined by the Parties.  This Addendum
shall then become a legal and  inseparable  part of this Agreement and a binding
part of this Agreement.


                                   ARTICLE 14
                                   -----------

The Spirit
----------

Essentially  the  spirit  behind  this  Agreement  is one of  mutual  trust  and
confidence and the reliance on each of the signatories to do what is fair and it
shall be expected that each of the names signatories of private and or financial
nature to the utmost of each Parties ability.


                                   ARTICLE 15
                                   ----------

In witness Whereof :
--------------------

This  Agreement  shall  benefit  and be  binding  upon  the  Parties  and  their
signatories hereto and their respective heirs, successors and assigns.

This Agreement shall be executed in two (2) original copies only and having same
Power of Law.  One copy is  provide  to  "Apolo"  and one  Copy is  provide  for
"Metro".

This "Agreement" is Executed on this 6th day of April 2002

The "First Party"                          The "Second Party"
Apolo Gold, Inc.                           PT. Metro Astatama

      Apolo Gold, Inc.                             PT. Metro Astatama
      CORPORATE SEAL                                 CORPORATE SEAL

/s/  Martian Leirasseu                     /s/ M. Yusuf Sabario
-------------------------------------      -------------------------------------
Martian Leirasseu                          M. Yusuf Sabario


/s/ Robert Dunning                         /s/ Muhamad Arief
-------------------------------------      -------------------------------------
Robert Dunning                              Muhamad Arief

                                       9/9