EXHIBIT
10.10

     

    BLOCKED
ACCOUNT CONTROL AGREEMENT

    


    U.S. Bank
National Association

    950 17th
Street, 8th Floor

    Denver,
Colorado 80202

    Attention:
Ryan Earnest

    


    Ladies
and Gentlemen:

    


    Please be advised that pursuant to
certain agreements dated December 10, 2008 among Apollo Gold Corporation, a
corporation organized under the laws of the Yukon Territory, Canada ("Company")
and RMB Resources Inc.,
a Delaware corporation (“Security Agent”), as security agent on behalf of
Macquarie Bank Limited and RMB Australia Holdings Limited, Company has granted
to Security Agent a security interest in all rights of the Company with respect
to account numbered 103690226313 (such account, together with all substitutions
and replacements therefor, the "Deposit Accounts") located at U.S. Bank National
Association ("Depositary Bank") and subject to the terms of the Deposit
Agreements (defined below).

    


    1.           Deposit
Agreements.  The terms and conditions of this Agreement are in
addition to any deposit account agreements and other related agreements that
Company has with Depositary Bank, including without limitation all agreements
concerning banking products and services, treasury management documentation,
account booklets containing the terms and conditions of the Deposit Accounts,
signature cards, fee schedules, disclosures, specification sheets and change of
terms notices (collectively, the "Deposit Agreements").  The
provisions of this Agreement shall supersede the provisions of the Deposit
Agreements only to the extent the provisions herein are inconsistent with the
Deposit Agreements, and in all other respects, the Deposit Agreements shall
remain in full force and effect. All items deposited into the Deposit Accounts
shall be processed according to the provisions of the Deposit Agreements, as
amended by this Agreement.

    


    2.           Security
Interest.  Company hereby grants to Security Agent a security
interest in, among other property, the Deposit Accounts and all credits or
proceeds thereto and all monies, checks and other instruments held or deposited
therein (all of which shall be included in the definition of the "Deposit
Accounts").  Company represents and warrants that there are no
perfected liens or encumbrances with respect to the Deposit Accounts and
covenants with Security Agent that it shall not enter into any acknowledgment or
agreement that gives any other person or entity except Security Agent control
over, or any other security interest, lien or title in, the Deposit
Accounts.

    


    3.           Control.  In order
to provide Security Agent with control over the Deposit Accounts, Company agrees
that Depositary Bank may, and Depositary Bank agrees that it will, comply with
any and all orders, notices, requests and other instructions originated by
Security Agent directing disposition of the funds in the Deposit Accounts
without any further consent from Company, even if such instructions are contrary
to any of Company’s instructions or demands or result in Depositary Bank
dishonoring items which may be presented for payment.  Company agrees
that instructions from Security Agent may include the giving of stop payment
orders for any items presented to the Deposit Accounts, instructions to transfer
funds to or for the benefit of Security Agent or any other person or entity, and
instructions to close the Deposit Accounts.


    
      
         


      

      
        Page 1 of
5

        
          

        

      

      
         


      

    


    4.           Access to Deposit
Accounts.

    


    
      	
               

            	
              x 

            	
              (a)          The
      Deposit Accounts shall be under the sole dominion and control of Security
      Agent.  Neither Company, nor any other person or entity, acting
      through or under Company, shall have any control over the use of, or any
      right to withdraw any amount from, the Deposit
      Accounts.  Depositary Bank is hereby authorized and instructed
      to transfer all available funds (subject to Depositary Bank's funds
      availability policy) in the Deposit Accounts to such account and at such
      times as Security Agent may direct in writing to Depositary
      Bank.

            


    

    


    
      	
               

            	
              o 

            	
              (b)          The
      Deposit Accounts shall be under the control of Security Agent; provided, that
      unless and until Depositary Bank receives Security Agent’s written notice
      that Company’s access to the funds in the Deposit Accounts is terminated,
      Depositary Bank shall honor Company’s instructions, notices and directions
      with respect to the transfer or withdrawal of funds from the Deposit
      Accounts, including paying or transferring the funds to Company or any
      other person or entity.

            


    

    


    Upon
receipt of a written notice from Security Agent instructing Depositary Bank to
terminate Company's access to funds in the Deposit Accounts, Depositary Bank
shall transfer all available funds (subject to Depositary Bank's funds
availability policy) in the Deposit Accounts in accordance with Security Agent’s
written instructions.

    


    As for
any such written notice sent under this subsection (b) to Depositary Bank,
Depositary Bank shall endeavor to promptly transfer to Security Agent the
available funds as referenced above, but Depositary Bank shall not be obligated
to do so until it provides written confirmation to Security Agent that it
received Security Agent’s notice of direction.

    


    5.           Subordination by Depositary
Bank.  Company and Depositary Bank acknowledge notice of and
recognize Security Agent's continuing security interest in the Deposit Accounts
and in all items deposited in the Deposit Accounts and in the proceeds thereof.
Depositary Bank hereby subordinates all security interests and any statutory or
contractual right or claim of setoff or lien resulting from any transaction
which involves the Deposit Accounts if Section 4(a) is checked above or upon
Depositary Bank's confirmation of receipt of Security Agent's notice under
Section 4(b) if Section 4(b) is checked above.  Notwithstanding the
preceding sentence, in the event any fees and expenses ("Fees") related to the
Deposit Accounts go unpaid or any checks or other items which were deposited or
credited to the Deposit Accounts are returned, reversed, refunded or charged
back for insufficient funds or for any other reason ("Returned Items"),
Depositary Bank may charge the Deposit Accounts or other accounts of Company
maintained at Depositary Bank.  If there are insufficient funds in the
Deposit Accounts or any of Company's other accounts to cover the Fees and
Returned Items, Company agrees to immediately reimburse Depositary Bank for the
amount of such shortfall.  If Company fails to pay the amount demanded
by Depositary Bank, Security Agent agrees to reimburse Depositary Bank within
three (3) business days of demand thereof by Depositary Bank for any Returned
Items to the extent Security Agent received payment in respect thereof pursuant
to section 4.

    


    6.           Indemnity.  Company
agrees to defend, indemnify and hold Depositary Bank and its directors,
officers, employees, attorneys, successors and assigns (collectively "Depositary
Bank Parties") harmless from and against any and all claims, losses,
liabilities, costs, damages and expenses, including, without limitation,
reasonable legal and accounting fees (collectively, "Claims"), arising out of or
in any way related to this Agreement, excepting only liability arising out of
Depositary Bank's gross negligence or willful misconduct.  Without
regard to Company's indemnification obligations to the Depositary Bank Parties,
Security Agent agrees to: (i) reimburse Depositary Bank for any Returned Items
(the proceeds of which were received by Security Agent) and (ii) defend,
indemnify and hold the Depositary Bank Parties harmless from and against any and
all Claims arising out of Depositary Bank's compliance with Security Agent's
instructions. IN NO EVENT WILL DEPOSITARY BANK BE LIABLE FOR ANY INDIRECT
DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE
OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED BY THIS AGREEMENT EVEN IF
DEPOSITARY BANK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           Depositary's Bank's
Responsibility.  The duties of Depositary Bank are strictly
limited to those set forth in this Agreement and Depositary Bank is not acting
as a fiduciary for any party hereto.  Depositary Bank shall be
protected in relying on any form of instruction or other notice purporting to be
from Security Agent which Depositary Bank, in good faith, believes to be genuine
and what it purports to be.  Depositary Bank shall have no duty to
inquire as to the genuineness, validity, or enforceability of any such
instruction or notice even if Company notifies Depositary Bank that Security
Agent is not legally entitled to originate any such instruction or
notice.  The Deposit Accounts and all actions and undertakings by
Depositary Bank shall be subject to all rules and regulations relating to the
Deposit Accounts and to applicable law.

    


    8.           Termination.  This
Agreement shall not be terminable by Company so long as any obligations of
Company to Security Agent are outstanding and unpaid.  This Agreement
may be terminated by Depositary Bank upon thirty (30) days prior written notice
to all parties; provided, however, that Depositary Bank may terminate this
Agreement immediately in the event Security Agent fails to make payments to
Depositary Bank in accordance with section 5 above.  This Agreement
may be terminated by Security Agent in a writing sent to Depositary Bank in
which Security Agent releases Depositary Bank from any further obligation to
comply with instructions originated by Security Agent with respect to the
Deposit Accounts.  Any available funds remaining in the Deposit
Accounts upon termination or deposited thereafter shall be transferred in
accordance with the provisions of section 4 above after deduction for any
amounts otherwise reimbursable to Depositary Bank or provided
hereunder.  Termination shall not affect the rights and obligations of
any party hereto with respect to any period prior to such
termination.

    


    9.           Legal Process and
Insolvency.  In the event Depositary Bank receives any form of
legal process concerning the Deposit Accounts, including, without limitation,
court orders, levies, garnishments, attachments, and writs of execution, or in
the event Depositary Bank learns of any insolvency proceeding concerning
Company, including, without limitation, bankruptcy, receivership, and assignment
for the benefit of creditors, Depositary Bank will respond to such legal process
or knowledge of insolvency in the normal course or as required by
law.

    


    10.         Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Colorado.  The parties agree that Colorado is the "bank's
jurisdiction" for purposes of the Uniform Commercial Code.

    


    11.         Notices.  Except as
otherwise provided in this Agreement, all notices and other communications
required under this Agreement shall be in writing and may be personally served
or sent by United States Mail or courier or by facsimile, and shall be deemed
given when delivered in person or received by facsimile or upon deposit in the
United States Mail or with such courier within the continental United States at
the address or addresses specified below.  Any party may change its
address for notices hereunder by notice to all other parties given in accordance
with this section 11.

    


    
      	
               
      

            	
              Company:

            	
              Apollo
      Gold Corporation

            


    

    
      	
               
      

            	
              5655
      South Yosemite Street, Suite 200 Greenwood
  Village

            


    

    
      	
               
      

            	
              Colorado,
      80111-3220

            


    

    
      	
               
      

            	
              United
      States of America

            


    

    
      	
               
      

            	
              Attn:  R.
      David Russell

            


    

    
      	
               
      

            	
              Facsimile:  +1
      720 482 0957

            


    

    
      	
               
      

            	
              Telephone:  +1
      720 886 9656

            


    

    
      	
               
      

            	
              E-mail:  auminer01@aol.com

            


    

     

    
      
        	
                 
      

              	
                Security
      Agent:

              	
                RMB
      Resources Inc.

              


      

      
        	
                 
      

              	
                143
      Union Boulevard

              


      

      
        	
                 
      

              	
                Suite
      900

              


      

      
        	
                 
      

              	
                Lakewood,
      Colorado 80228

              


      

      
        	
                 
      

              	
                Attn:  Rick
      A. Winters

              


      

      
        	
                 
      

              	
                Facsimile:  +1
      303 986 5136

              


      

      
        	
                 
      

              	
                Telephone:  +1
      303 986 5135

              


      

      
        	
                 
      

              	
                E-mail:
      rick.winters@rmbresources.com

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
        

      

      
        
          	
                       Depositary
      Bank: 

                	
                  U.S.
      Bank National Association 

                
	
                   
      

                	
                  950
      17th Street, 8th
      Floor

                


        

      

      
        	
                 
      

              	
                Denver,
      Colorado 80202

              


      

      
        	
                 
      

              	
                Attn:
      Ryan Earnest

              


      

      
        	
                 
      

              	
                Facsimile:
      +1 303 585 6935

              


      

      
        	
                 
      

              	
                Telephone:
      +1 303 585 4430

              


      

      
        	
                 
      

              	
                Email:
      michael.earnest@usbank.com

              


      

    

     

    12.         Authorization of Security
Agent.    Macquarie Bank Limited and RMB Australia
Holdings Limited appoints and authorizes the Security Agent as its
representative for the purposes of administering on their behalf the
transactions and arrangements contemplated by this Agreement, including the
giving of any notices required to be given under it. The Security Agent accepts
this appointment. Any amendment to this Agreement agreed to by the Security
Agent, or anything done by the Security Agent in relation to this Agreement, is
agreed to by Macquarie Bank Limited and RMB Australia Holdings
Limited.

    


    13.         Miscellaneous.  This
Agreement shall bind and benefit the parties and their respective successors and
assigns.  This Agreement may be amended only with the prior written
consent of all parties hereto.  None of the terms of this Agreement
may be waived except as Depositary Bank may consent thereto in
writing.  No delay on the part of Depositary Bank in exercising any
right, power or privilege hereunder shall operate as a waiver hereof, nor shall
any single or partial exercise of any right, power or privilege hereunder
preclude other or further exercise thereof or the exercise of any right, power
or privilege.  The rights and remedies specified herein are cumulative
and are not exclusive of any rights or remedies which Depositary Bank would
otherwise have.  To the extent a provision of this Agreement is
unenforceable, this Agreement will be construed as if the unenforceable
provision were omitted.

    


    14.         Counterparts. This Agreement
may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.

    


    15.         Jury Trial
Waiver.  COMPANY, SECURITY AGENT AND DEPOSITARY BANK HEREBY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF, OR
RELATING TO, THIS AGREEMENT OR SERVICES RENDERED IN CONNECTION WITH THIS
AGREEMENT.

    


    Dated as
of: December 10, 2008

    


    
      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  APOLLO
      GOLD CORPORATION

                
	 
      	 
      
	 
      	
                  By: 

                	
                  /s/ R. David Russell

                
	 
      	
                  Name:  R.
      David Russell

                
	 
      	
                  Title:
      President & CEO

                
	 
      	 
      
	 
      	
                  SECURITY
      AGENT

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Richard A. Winters

                
	 
      	
                  Name:
      Richard A. Winters

                
	 
      	
                  Title:
      President

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                MACQUARIE
      BANK LIMITED

              
	 
      	 
      
	 
      	
                By
      its attorney: /s/ John Braham

              
	 
      	
                Name:
      John Braham

              
	 
      	
                Title:
      Executive Director

              
	 
      	 
      
	 
      	
                and
      its attorney: /s/ Julia Mathison

              
	 
      	
                Name:
      Julie Mathison

              
	 
      	
                Title:  Senior
      Lawyer

              
	 
      	 
      
	 
      	
                in
      the presence of: /s/ Katie Chol

              
	 
      	
                Name:
      Katie Chol

              
	 
      	
                Title:  Division
      Director, Macquarie Bank Limited

              
	 
      	 
      
	 
      	
                RMB
      AUSTRALIA HOLDINGS LIMITED

              
	 
      	 
      
	 
      	
                By:
      /s/ M. Schonfeld

              
	 
      	
                Name:
      M. Shonfeld

              
	 
      	
                Title:  Director

              
	 
      	 
      
	 
      	
                and
      by: /s/ Gregory Gay

              
	 
      	
                Name:
      Gregory Gay

              
	 
      	
                Title:  Director

              
	 
      	 
      
	
                ACCEPTED:

              	
                U.S.
      BANK NATIONAL ASSOCIATION

              
	 
      	 
      
	 
      	
                By:
      /s/ Bryan Enquest

              
	 
      	
                Name:  Bryan
      Enquest

              
	 
      	
                Title:  Vice
      President, Commercial
Banking