Unassociated Document


    PROMISSORY
      NOTE

     

    
      	
              $2,500,000

            	
              October
                17, 2005

            
	
            	
              Denver,
                Colorado

            
	 	 


    

    FOR
      VALUE
      RECEIVED, the undersigned (“Maker”) promises to pay to the order of Jipangu
      Inc., a Japan corporation (“Holder”), on June 1, 2006, the principal sum of Two
      Million Five Hundred Thousand Dollars ($2,500,000), plus interest thereon from
      December 1, 2005 at a rate of seven and three tenths percent (7.3%) per annum
      through payment in full; provided, that any amount of principal and interest
      which is not paid when due shall bear interest at the default rate of twelve
      percent (12%) per annum from the day when due through payment in full.


     

    All
      interest shall be calculated on the basis of a year of 365 days, for the actual
      number of days (including the first day but excluding the last day) elapsed.
      Payments shall be made in funds current and available in Tokyo, Japan, in lawful
      money of the United States of America, at such place as Holder may specify
      from
      time to time.

     

    Upon
      the
      occurrence of any one of the following events, all
      obligations of Maker hereunder shall become immediately due and payable without
      any action by Holder:

     

    (i) Maker
      or
      any of its subsidiaries makes an assignment for the benefit of creditors, or
      applies for or consents to the appointment of a receiver or trustee for it
      or
      for a substantial part of its property or business, or such a receiver or
      trustee shall otherwise be appointed; 

     

    (ii) bankruptcy,
      insolvency, reorganization or liquidation proceedings or other proceedings
      or
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by or against Maker or any of its subsidiaries; or

     

    (iii) Maker
      or
      any of its subsidiaries defaults in any payment to any third party or parties
      in
      an aggregate amount in excess of $500,000 or otherwise defaults or fails to
      perform in any agreement in a manner resulting in a right by any third party
      or
      parties to accelerate the maturity of any indebtedness of Maker or any of its
      subsidiaries in an amount in excess of $500,000;

     

    Maker
      agrees to pay all costs and expenses which Holder may incur by reason of any
      default, including without limitation reasonable collection costs and attorneys’
      fees with respect to legal services relating to any default and to a
      determination of any rights or remedies of Holder under this Note or under
      any
      other instrument or document made by Maker with or in favor of Holder, and
      reasonable attorneys’ fees relating to any actions or proceedings which Holder
      may institute or in which Holder may appear or participate and in any reviews
      of
      and appeals therefrom.

     

    Maker
      waives demand, presentment for payment, protest, notice of protest, and notice
      of nonpayment. Maker further agrees that any modification or extension of the
      terms of payment of this Note made by Holder shall not diminish or impair
      Maker’s liability for the payment hereunder and that none of the terms or
      provisions hereof may be waived, altered, modified or amended except as Holder
      may consent thereto in a writing duly signed by Holder. Holder may delay or
      forgo enforcing any of its rights or remedies under this Note without losing
      them.

     

    THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF
      COLORADO WITHOUT RESPECT TO CONFLICT OF LAW PRINCIPLES. IF A LAWSUIT IS
      COMMENCED IN CONNECTION WITH THIS NOTE, MAKER AGREES THAT EXCLUSIVE JURISDICTION
      AND VENUE FOR ANY SUCH ACTION SHALL LIE IN DENVER, COLORADO, AND MAKER AGREES,
      UPON HOLDER’S REQUEST, TO SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE AND
      FEDERAL COURTS THEREIN.

     

    


    Apollo
      Gold Corporation, a Yukon corporation

     

    By: 
      /s/ R. David Russell

    
      
        

      

    

    Print
      Name:  R. David Russell

    Print
      Title:    President and CEO