EXHIBIT
10.1

     

    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE [FOUR MONTHS AND ONE DAY FROM DATE OF
ISSUANCE].

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION
HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE
SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN
U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH TO
THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

     

    THE
OPTIONS REPRESENTED BY THIS COMPENSATION OPTION CERTIFICATE HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED
UPON EXERCISE OF SUCH OPTIONS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY
NOT LATER BECOME REGISTERED FOR RESALE UNDER THE SECURITIES
ACT.  NEITHER ANY OPTION REPRESENTED BY THIS COMPENSATION OPTION
CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH OPTION MAY BE
EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN
REGULATION S PROMULGATED PURSUANT TO THE SECURITIES ACT, UNLESS REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.

     

    COMPENSATION
OPTION TO PURCHASE COMMON SHARES OF

     

    APOLLO
GOLD CORPORATION

     

    
      
        	
                Compensation
      Option Certificate

                No.:
      CO-2008/004

              	
                No.
      of Common Shares under

                Compensation
      Options: ●

              


      

    

     

    For value
received, Apollo Gold Corporation (the "Corporation") hereby grants to
[INSERT NAME AND ADDRESS] (the "Holder"), the right and
option, subject to the terms and conditions set forth in this compensation
option certificate (the "Compensation Option
Certificate"), to purchase from the Corporation, up to ● common shares of
the Corporation (the "Common
Shares") at an exercise price of $0.30 per Common Share (the "Exercise Price") at any time
and from time to time up to 4:00 p.m. (Toronto time) on December ●, 2010 (the "Expiry Time"), upon and
subject to the terms and conditions set forth herein.

     

    
      	
              1.

            	
              Definitions

            


    

     

    In this
Compensation Option Certificate, unless there is something in the subject matter
or context inconsistent therewith, the following terms shall have the following
meanings respectively:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              "AMEX" means the NYSE
      Alternext U.S. exchange, formerly known as the American Stock
      Exchange;

            


    

     

    
      	
               
      

            	
              (b)

            	
              "Business Day" means any
      day other than a Saturday, Sunday, statutory or civic holiday or a day on
      which the principal banking institutions are closed in the City of
      Toronto, Ontario or the State of
Colorado;

            


    

     

    
      	
               
      

            	
              (c)

            	
              "Compensation Options"
      means the compensation options to purchase Common Shares, having the
      attributes and issued pursuant to the terms and provisions set out
      hereunder;

            


    

     

    
      	
               
      

            	
              (d)

            	
              "Current Market Price" of
      the Common Shares at any date means the price per Common Share equal to
      the weighted average price at which the Common Shares have traded on the
      TSX or, if the Common Shares are not then listed on the TSX, on such other
      Canadian stock exchange on which the Common Shares trade as may be
      selected by the directors of the Corporation for such purpose or, if the
      Common Shares are not then listed on any Canadian stock exchange, in the
      over-the-counter market, during the period of any twenty consecutive
      trading days ending not more than five (5) Business Days before such date;
      provided that the weighted average price shall be determined by dividing
      the aggregate sale price of all Common Shares sold on the said exchange or
      market, as the case may be, during the said twenty consecutive trading
      days by the total number of Common Shares so sold; and provided further
      that if the Common Shares are not then listed on any Canadian stock
      exchange or traded in the over-the counter market, then the Current Market
      Price shall be determined by such firm of independent chartered
      accountants as may be selected by the directors of the
      Corporation;

            


    

     

    
      	
               
      

            	
              (e)

            	
              "Equity Shares" means the
      Common Shares and any shares of any other class or series of the
      Corporation which may from time to time be authorized for issue if by
      their terms such shares confer on the holders thereof the right to
      participate in the distribution of assets upon the voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation
      beyond a fixed sum or a fixed sum plus accrued
  dividends;

            


    

     

    
      	
               
      

            	
              (f)

            	
              "Holder" means the
      registered holder of this Compensation Option Certificate or any
      additional Compensation Option Certificates issued by the Corporation
      pursuant to the terms hereof;

            


    

     

    
      	
               
      

            	
              (g)

            	
              "person" is to be
      interpreted broadly and includes an individual, corporation, partnership,
      sole proprietorship, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative, unincorporated organization or organization or any group
      or combination thereof and pronouns have a similar extended
      meaning;

            


    

     

    
      	
               
      

            	
              (h)

            	
              "Subscription Form" means
      the form of subscription annexed hereto as Schedule
  "A";

            


    

     

    
      	
               
      

            	
              (i)

            	
              "Trading Day" means any
      day on which the Common Shares are listed and posted for trading on the
      TSX and such exchange is open for business or, if not listed and posted
      for trading on such exchange, on such stock exchange or quotation system
      on which the Common Shares are then listed and posted (or quoted) for
      trading and which is open for business, and, in each case, no cease
      trading or similar order is in effect with respect to the Common Shares;
      and

            


    

     

    
      	
               
      

            	
              (j)

            	
              "TSX" means the Toronto
      Stock Exchange.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Expiry
      Time

            


    

     

    After the
Expiry Time, all rights under this Compensation Option Certificate and any
outstanding Compensation Options evidenced hereby, in respect of which the right
of subscription and purchase herein provided for shall not have been exercised,
shall wholly cease and terminate and this Compensation Option Certificate and
the Compensation Options evidenced hereby shall be void and of no value or
effect.

     

    
      	
              3.

            	
              Exercise
      Procedure

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Holder may exercise its right of purchase hereunder in whole or in part at
      any time at or prior to the Expiry Time by surrendering or delivering to
      the Corporation prior to the Expiry Time at its principal office in
      Colorado: (i) this Compensation Option Certificate together with the
      Subscription Form duly completed and executed by the Holder or its legal
      representative or attorney, duly appointed by an instrument in writing in
      form and manner satisfactory to the Corporation; and (ii) cash or a
      certified cheque, money order or bank draft payable to or to the order of
      the Corporation in an amount equal to the Exercise Price multiplied by the
      number of Common Shares for which subscription is being
    made.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      Compensation Option Certificate, Subscription Form and cash, certified
      cheque, money order or bank draft referred to in the foregoing subsection
      3(a) shall be deemed to be surrendered only upon delivery thereof to the
      Corporation at its principal office in the manner provided in Section 29
      hereof.

            


    

     

    
      	
              4.

            	
              Entitlement
      to Certificates

            


    

     

    Upon
delivery and payment as provided for in Section 3 above, the Corporation shall
cause to be issued to the Holder the Common Shares subscribed for and the Holder
shall become a shareholder of the Corporation in respect of such Common Shares
purchased with effect from the date of such delivery and payment and shall be
entitled to delivery of a certificate or certificates evidencing such Common
Shares. The Corporation shall cause such certificate or certificates to be
issued and delivered to the Holder at the address or addresses specified in the
Subscription Form as soon as practicable, but in any event, not later than seven
(7) Business Days following such delivery and payment.

     

    
      	
              5.

            	
              Assignment
      or Transfer of Compensation
Options

            


    

     

    The
Compensation Options evidenced hereby may be assigned or transferred by the
Holder or exercised by or for the benefit of any person other than the
Holder.  The Compensation Options evidenced hereby may not be
exercised in the United States or by or on behalf of a U.S. Person or person in
the United States.  "United States" and "U.S. Person" are as defined
in Regulation S under the United States Securities Act of 1933, as
amended.

     

    
      	
              6.

            	
              Partial
      Exercise and Exchanges

            


    

     

    The
Holder may subscribe for and purchase a number of Common Shares which is less
than the number it is entitled to purchase pursuant to this Compensation Option
Certificate. In the event of any such subscription and purchase prior to the
Expiry Time, the Holder shall also be entitled to receive, without charge, a new
Compensation Option Certificate in respect of the balance of the Compensation
Options to purchase Common Shares to which it continues to be entitled pursuant
to this Compensation Option Certificate.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    This
Compensation Option Certificate is also exchangeable, without charge, from time
to time, upon surrender hereof by the Holder to the Corporation, for a new
Compensation Option Certificate or certificates of like tenor representing in
the aggregate the same number of Compensation Options under the Compensation
Option Certificate so surrendered.

     

    
      	
              7.

            	
              No
      Fractional Common Shares

            


    

     

    Notwithstanding
any adjustment provided for in Section 11 hereof, the Corporation shall not be
required upon the exercise of any Compensation Options to issue fractional
Common Shares in satisfaction of its obligations hereunder and the Holder
understands and agrees that it will not be entitled to any cash payment or other
form of compensation in respect of a fractional Common Share that might
otherwise have been issued.

     

    
      	
              8.

            	
              Not
      a Shareholder

            


    

     

    Nothing
in this Compensation Option Certificate or in the holding of the Compensation
Options evidenced hereby shall be construed as conferring upon the Holder any
right or interest whatsoever as a shareholder of the Corporation.

     

    
      	
              9.

            	
              No
      Obligation to Purchase

            


    

     

    Nothing
herein contained or done pursuant hereto shall obligate the Holder to purchase
or pay for, or the Corporation to issue, any Common Shares except those Common
Shares in respect of which the Holder shall have exercised its right to purchase
in the manner provided hereunder.

     

    
      	
              10.

            	
              Covenants

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Corporation covenants that: (i) so long as any Compensation Options
      evidenced hereby remain outstanding, it shall reserve and there shall
      remain unissued out of its authorized capital a sufficient number of
      Common Shares to satisfy the right of purchase provided for herein; and
      (ii) all Common Shares which shall be issued upon the exercise of the
      right to purchase provided for herein, upon payment of the Exercise Price
      therefor, shall be issued as fully paid and non-assessable and free from
      all taxes, liens and charges with respect to the issue thereof, other than
      which may arise by virtue of the Holder's personal
      circumstances.

            


    

     

    
      	
               
      

            	
              (b)

            	
              While
      any Compensation Options evidenced hereby remain outstanding, the
      Corporation shall comply with the securities legislation applicable to it
      in order that the Corporation continue as a reporting issuer, or analogous
      entity, not in default of any requirements of such
      legislation.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Corporation shall, at its expense, expeditiously use its commercially
      reasonable best efforts to obtain the listing on the TSX and the AMEX of
      the Common Shares issuable upon the exercise of the right to purchase
      provided for herein. The Corporation shall, at its expense and after
      completion and execution by the Holder of the Selling Securityholder
      Notice and Questionnaire attached as Annex A to the Registration Rights
      Agreement (defined below), include the registration of the resale of the
      Common Shares underlying the Compensation Options in its registration
      statement (the "Registration Statement")
      filed in connection with the flow-through shares issued on the date of
      this Compensation Option Certificate, and, subject to the terms and
      conditions of the registration rights agreement, each dated December ●,
      2008 (the "Registration
      Rights Agreement"), between the Corporation and the subscriber
      counterparty thereto, shall use its commercially reasonable efforts to
      register the resale of the Common Shares underlying the Options in the
      United States as soon as possible so that the legend referred to in
      Section 27 (d) may be removed. The Corporation and the Holder agree to be
      bound by the terms of the Registration Rights Agreement as if they were
      original parties thereto, and the Holder agrees to complete and execute
      the Notice and Questionnaire prior to the Corporation including the Common
      Shares in the Registration
Statement.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              The
      Corporation shall use its commercially reasonable best efforts to do or
      cause to be done all things necessary to preserve and maintain its
      corporate existence.

            


    

     

    
      	
              11.

            	
              Adjustment
      to Exercise Price

            


    

     

    The
rights of the Holder, including the number of Common Shares issuable upon the
exercise of each Compensation Option represented hereby, will be adjusted from
time to time upon the occurrence of the events and in the manner provided in,
and in accordance with the provisions of, this Section.

     

    The
Exercise Price in effect at any time is subject to adjustment from time to time
in the events and in the manner provided as follows:

     

    
      	
               
      

            	
              (1)

            	
              If
      and whenever at any time after the date hereof the
      Corporation:

            


    

     

    
      	
               
      

            	
              (a)

            	
              issues
      Common Shares or securities exchangeable for or convertible into Common
      Shares to all or substantially all the holders of the Common Shares as a
      stock dividend;

            


    

     

    
      	
               
      

            	
              (b)

            	
              makes
      a distribution on its outstanding Common Shares payable in Common Shares
      or securities exchangeable for or convertible into Common
      Shares;

            


    

     

    
      	
               
      

            	
              (c)

            	
              subdivides
      its outstanding Common Shares into a greater number of shares;
      or

            


    

     

    
      	
               
      

            	
              (d)

            	
              consolidates
      its outstanding Common Shares into a small number of
    shares;

            


    

     

    (any of
such events being called a "Common Share Reorganization"),
then the Exercise Price will be adjusted effective immediately after the
effective date or record date for the happening of a Common Share
Reorganization, as the case may be, at which the holders of Common Shares are
determined for the purpose of the Common Share Reorganization by multiplying the
Exercise Price in effect immediately prior to such effective date or record date
by a fraction, the numerator of which is the number of Common Shares outstanding
on such effective date or record date before giving effect to such Common Share
Reorganization and the denominator of which is the number of Common Shares
outstanding immediately after giving effect to such Common Share Reorganization
(including, in the case where securities exchangeable for or convertible into
Common Shares are distributed, the number of Common Shares that would have been
outstanding had all such securities been exchanged for or converted into Common
Shares on such effective date or record date).

     

    
      	
               
      

            	
              (2)

            	
              If
      and whenever, at any time after the date hereof, the Corporation fixes a
      record date for the issue of rights, options or warrants to the holders of
      all or substantially all of its outstanding Common Shares under which such
      holders are entitled to subscribe for or purchase Common Shares or
      securities exchangeable for or convertible into Common Shares,
      where:

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              the
      right to subscribe for or purchase Common Shares or the right to exchange
      securities for or convert securities into Common Shares, expires not more
      than 45 days after the date of such issue (the period from the record date
      to the date of expiry being herein in this Section 11(2) called the "Rights Period");
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      cost per Common Share during the Rights Period (inclusive of any cost of
      acquisition of securities exchangeable for or convertible into Common
      Shares in addition to any direct cost of Common Shares) (in this Section
      11(2) called the "Per
      Share Cost") is less than 95% of the Current Market Price of the
      Common Shares on the record date;

            


    

     

    (any of
such events being called a "Rights Offering"), then the
Exercise Price will be adjusted effective immediately after the end of the
Rights Period to a price determined by multiplying the Exercise Price in effect
immediately prior to the end of the Rights Period by a fraction:

     

    
      	
               
      

            	
              (i)

            	
              the
      numerator of which is the aggregate
of:

            


    

     

    
      	
               
      

            	
              A.

            	
              the
      number of Common Shares outstanding as of the record date for the Rights
      Offering; and

            


    

     

    
      	
               
      

            	
              B.

            	
              a
      number determined by dividing the product of the Per Share Cost
      and:

            


    

     

    
      	
               
      

            	
              (I)

            	
              where
      the event giving rise to the application of this subsection 11(2) was the
      issue of rights, options or warrants to the holders of Common Shares under
      which such holders are entitled to subscribe for or purchase additional
      Common Shares, the number of Common Shares so subscribed for or purchased
      during the Rights Period; or

            


    

     

    
      	
               
      

            	
              (II)

            	
              where
      the event giving rise to the application of this subsection 11(2) was the
      issue of rights, options or warrants to the holders of Common Shares under
      which such holders are entitled to subscribe for or purchase securities
      exchangeable for or convertible into Common Shares, the number of Common
      Shares for which those securities so subscribed for or purchased during
      the Rights Period could have been exchanged or into which they could have
      been converted during the Rights
Period,

            


    

     

    by the
Current Market Price of the Common Shares as of the record date for the Rights
Offering; and


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              the
      denominator of which is:

            


    

     

    
      	
               
      

            	
              A.

            	
              in
      the case described in subparagraph 11(2)(i)(B)(I), the number of Common
      Shares outstanding; or

            


    

     

    
      	
               
      

            	
              B.

            	
              in
      the case described in subparagraph 11(2)(i)(B)(II), the number of Common
      Shares that would be outstanding if all the Common Shares described in
      subparagraph 11(2)(i)(B)(II) had been
issued,

            


    

     

    as at the
end of the Rights Period.

     

    Any
Common Shares owned by or held for the account of the Corporation or any
subsidiary or affiliate (as such terms are defined in the Securities Act (Ontario)) of
the Corporation will be deemed not to be outstanding for the purpose of any such
computations.

     

    If by the
terms of the rights, options or warrants referred to in this Section 11(2),
there is more than one purchase, conversion or exchange price per Common Share,
the aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the aggregate conversion or exchange price of the
convertible securities so offered, will be calculated for purposes of the
adjustment on the basis of:

     

    
      	
               
      

            	
              (i)

            	
              the
      lowest purchase, conversion or exchange price per Common Share, as the
      case may be, if such price is applicable to all Common Shares which are
      subject to the rights, options or warrants;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      average purchase, conversion or exchange price per Common Share, as the
      case may be, if the applicable price is determined by reference to that
      number of Common Shares acquired.

            


    

     

    To the
extent that any adjustment in the Exercise Price occurs pursuant to this Section
11(2) as a result of the fixing by the Corporation of a record date for the
distribution of rights, options or warrants referred to in this Section 11(2),
the Exercise Price will be readjusted immediately after the expiration of any
relevant exchange, conversion or exercise right to the Exercise Price which
would then be in effect based upon the number of Common Shares actually issued
and remaining issuable after such expiration and will be further readjusted in
such manner upon expiration of any further such right.

     

    If the
Holder has exercised this Compensation Option Certificate in accordance herewith
during the period beginning after the record date for a Rights Offering and
ending on the last day of the Rights Period thereunder, the Holder will, in
addition to the Common Shares to which it is otherwise entitled upon such
exercise, be entitled to that number of additional Common Shares equal to the
difference, if any, between (x) the result obtained when the Exercise Price in
effect immediately prior to the end of such Rights Offering pursuant to this
subsection is multiplied by the number of Common Shares received upon the
exercise of the Compensation Options represented by this Compensation Option
Certificate during such period, and the resulting product is divided by the
Exercise Price as adjusted for such Rights Offering pursuant to this subsection
provided that the provisions of Section 7 will be applicable to any fractional
interest in a Common Share to which such Holder might otherwise be entitled and
(y) the number of Common Shares received upon the exercise of the Compensation
Options represented by this Compensation Option Certificate during such period.
Such additional Common Shares will be deemed to have been issued to the Holder
immediately following the end of the Rights Period and a certificate for such
additional Common Shares will be delivered to such Holder within ten (10)
Business Days following the end of the Rights Period.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

            	
              If
      and whenever at any time after the date hereof, the Corporation fixes a
      record date for the issue or the distribution to the holders of all or
      substantially all its Common Shares
of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              shares
      of the Corporation of any class other than Common
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              rights,
      options or warrants to acquire shares or securities exchangeable for or
      convertible into shares or property or other assets of the Corporation
      (other than a right to subscribe for or purchase Common Shares or a right
      to exchange securities for or convert securities into Common Shares which
      expires not more than 45 days after the date of such issue and the cost
      per Common Share during such period (inclusive of any cost of acquisition
      of securities exchangeable for or convertible into Common Shares in
      addition to any direct cost of Common Shares) is at least 95% of the
      Current Market Price of the Common Shares on the record
    date);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              evidence
      of indebtedness; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      property or other assets,

            


    

     

    and if
such issuance or distribution does not constitute a Common Share Reorganization
or a Rights Offering (any of such non-excluded events being called a "Special Distribution"), the
Exercise Price will be adjusted effective immediately after such record date to
a price determined by multiplying the Exercise Price in effect on such record
date by a fraction:

     

    
      	
               
      

            	
              (i)

            	
              the
      numerator of which is:

            


    

     

    
      	
               
      

            	
              A.

            	
              the
      product of the number of Common Shares outstanding on such record date and
      the Current Market Price of the Common Shares on such record date;
      less

            


    

     

    
      	
               
      

            	
              B.

            	
              the
      aggregate fair market value (as determined by action by the auditors of
      the Corporation) to the holders of the Common Shares of such securities or
      property or other assets so issued or distributed in the Special
      Distribution; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      denominator of which is the number of Common Shares outstanding on such
      record date multiplied by the Current Market Price of the Common Shares on
      such record date.

            


    

     

    Any
Common Shares owned by or held for the account of the Corporation or any
subsidiary or affiliate (as such terms are defined in the Securities Act (Ontario)) of
the Corporation will be deemed not to be outstanding for the purpose of any such
computation.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (4)

            	
              If
      and whenever at any time after the date hereof there is a Common Share
      Reorganization, a Rights Offering, a Special Distribution, a
      reclassification of the Common Shares outstanding at any time or change of
      the Common Shares into other shares or into other securities (other than a
      Common Share Reorganization), or a consolidation, amalgamation or merger
      of the Corporation with or into any other corporation or other entity
      (other than a consolidation, amalgamation or merger which does not result
      in any reclassification of the outstanding Common Shares or a change of
      the Common Shares into other shares), or a transfer of the undertaking or
      assets of the Corporation as an entirety or substantially as an entirety
      to another corporation or other entity (any of such events being called a
      "Capital
      Reorganization"), the Holder, upon exercising the Compensation
      Options represented by this Compensation Option Certificate after the
      effective date of such Capital Reorganization, will be entitled to receive
      in lieu of the number of Common Shares to which such Holder was
      theretofore entitled upon such exercise, the aggregate number of Common
      Shares, other securities or other property which such Holder would have
      been entitled to receive as a result of such Capital Reorganization if, on
      the effective date thereof, the Holder had been the registered holder of
      the number of Common Shares to which such Holder was therefore entitled
      upon exercise of the Compensation Options represented by this Compensation
      Option Certificate. If determined appropriate by action of the directors
      of the Corporation, appropriate adjustments will be made as a result of
      any such Capital Reorganization in the application of the provisions set
      forth in this Section 11(4) with respect to the rights and interests
      thereafter of the Holder to the end that the provisions set forth in this
      Section 11(4) will thereafter correspondingly be made applicable as nearly
      as may reasonably be in relation to any shares, other securities or other
      property thereafter deliverable upon the exercise hereof. Any such
      adjustment must be made by and set forth in an amendment to this
      Compensation Option Certificate approved by action by the directors of the
      Corporation and will for all purposes be conclusively deemed to be an
      appropriate adjustment.

            


    

     

    
      	
               
      

            	
              (5)

            	
              If
      at any time after the date hereof and prior to the Expiry Time any
      adjustment in the Exercise Price shall occur as a result
    of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      event referred to in subsection
11(1);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      fixing by the Corporation of a record date for an event referred to in
      subsection 11(2); or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      fixing by the Corporation of a record date for an event referred to in
      subsection 11(3) if such event constitutes the issue or distribution to
      the holders of all or substantially all of its outstanding Common Shares
      of: (A) Equity Shares, or (B) securities exchangeable for or convertible
      into Equity Shares at an exchange or conversion price per Equity Share
      less than 95% of the Current Market Price on such record date, or (C)
      rights, options or warrants to acquire Equity Shares at an exercise,
      exchange or conversion price per Equity Share less than 95% of the Current
      Market Price on such record date,

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    then the
number of Common Shares purchasable upon the subsequent exercise of the
Compensation Options represented by this Compensation Option Certificate shall
be simultaneously adjusted by multiplying the number of Common Shares
purchasable upon the exercise of the Compensation Options represented by this
Compensation Option Certificate immediately prior to such adjustment by a
fraction which shall be the reciprocal of the fraction employed in the
adjustment of the Exercise Price. To the extent any adjustment in subscription
rights occurs pursuant to this subsection 11(5) as a result of a distribution of
exchangeable or convertible securities other than Equity Shares referred to in
subsection 11(1) or as a result of the fixing by the Corporation of a record
date for the distribution of rights, options or warrants referred to in
subsection 11(2), the number of Common Shares purchasable upon exercise of
the Compensation Options represented by this Compensation Option Certificate
shall be readjusted immediately after the expiration of any relevant exchange,
conversion or exercise right to the number of Common Shares actually issued and
remaining issuable immediately after such expiration and shall be further
readjusted in such manner upon expiration of any further such right. To the
extent that any adjustment in subscription rights occurs pursuant to this
subsection 11(5) as a result of the fixing by the Corporation of a record date
for the distribution of exchangeable or convertible securities other than Equity
Shares or rights, options or warrants referred to in subsection 11(3), the
number of Common Shares purchasable upon exercise of the Compensation Options
represented by this Compensation Option Certificate shall be readjusted
immediately after the expiration of any relevant exchange, conversion or
exercise right to the number which would be purchasable pursuant to this
subsection 11(5) if the fair market value of such securities or such rights,
options or warrants had been determined for purposes of the adjustment pursuant
to this subsection 11(5) on the basis of the number of Equity Shares issued and
remaining issuable immediately after such expiration and shall be further
readjusted in such manner upon expiration of any further such
right.

     

    
      	
               
      

            	
              (6)

            	
              If
      at any time any adjustment or readjustment in the Exercise Price shall
      occur pursuant to the provisions of this Section 11, then the number of
      Common Shares purchasable upon the subsequent exercise of the Compensation
      Options shall be simultaneously adjusted or readjusted, as the case may
      be, by multiplying the number of Common Shares purchasable upon the
      exercise of the Compensation Options immediately prior to such adjustment
      or readjustment by a fraction which shall be the reciprocal of the
      fraction used in the adjustment or readjustment of the Exercise
      Price.

            


    

     

    
      	
              12.

            	
              Rules
      Regarding Calculation of
Adjustments

            


    

     

    The
following rules and procedures shall be applicable to adjustments made pursuant
to Section 11 herein:

     

    
      	
               
      

            	
              (1)

            	
              The
      adjustments provided for in Section 11 are cumulative and will, in the
      case of adjustments to the Exercise Price, be computed to the nearest
      one-tenth of one cent and will be made successively whenever an event
      referred to therein occurs, subject to the following subsections of this
      Section 12.

            


    

     

    
      	
               
      

            	
              (2)

            	
              No
      adjustment in the Exercise Price is required to be made unless such
      adjustment would result in a change of at least 1% in the prevailing
      Exercise Price; provided, however, that any adjustment which, except for
      the provisions of this subsection, would otherwise have been required to
      be made, will be carried forward and taken into account in any subsequent
      adjustments.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

            	
              No
      adjustment in the Exercise Price will be made in respect of any event
      described in Section 11, other than the events referred to in clauses
      11(1)(c) and (d), if the Holder is entitled to participate in such event
      on the same terms, mutatis mutandis, as if
      the Holder had exercised the Compensation Options evidenced hereby prior
      to or on the effective date or record date of such event. Any
      participation by a Holder pursuant to this Section 12(3) is subject to the
      prior approval of the TSX (or such other stock exchange or quotation
      system on which the Common Shares are then listed and posted (or quoted)
      for trading, as applicable).

            


    

     

    
      	
               
      

            	
              (4)

            	
              No
      adjustment in the Exercise Price will be made under Section 11 in respect
      of the issue from time to time of Common Shares issuable from time to time
      as dividends paid in the ordinary course to holders of Common Shares who
      exercise an option or election to receive substantially equivalent
      dividends in Common Shares in lieu of receiving a cash dividend and any
      such issue will be deemed not to be a Common Share
      Reorganization.

            


    

     

    
      	
               
      

            	
              (5)

            	
              If
      at any time a dispute arises with respect to adjustments provided for in
      Section 11, such dispute will be conclusively determined by the auditors
      of the Corporation or if they are unable or unwilling to act, by such
      other firm of independent chartered accountants as may be selected by the
      directors of the Corporation and approved by the Holder, acting
      reasonably, and any such determination, absent manifest error, will be
      binding upon the Corporation, the Holder and shareholders of the
      Corporation. The Corporation will provide such auditors or accountants
      with access to all necessary records of the
  Corporation.

            


    

     

    
      	
               
      

            	
              (6)

            	
              In
      case the Corporation, after the date of issue of this Compensation Option
      Certificate, takes any action affecting the Common Shares, other than an
      action described in Section 11, which in the opinion of the directors of
      the Corporation would materially affect the rights of the Holder, the
      Exercise Price will be adjusted in such manner, if any, and at such time,
      by action by the directors of the Corporation but subject in all cases to
      any necessary regulatory approval, including approval of the TSX. Failure
      of the taking of action by the directors of the Corporation so as to
      provide for an adjustment on or prior to the effective date of any action
      by the Corporation affecting the Common Shares will be conclusive evidence
      that the board of directors of the Corporation has determined that it is
      equitable to make no adjustment in the
  circumstances.

            


    

     

    
      	
               
      

            	
              (7)

            	
              If
      the Corporation sets a record date to determine the holders of the Common
      Shares for the purpose of entitling them to receive any dividend or
      distribution or sets a record date to take any other action and,
      thereafter and before the distribution to such shareholders of any such
      dividend or distribution or the taking of any other action, decides not to
      implement its plan or pay or deliver such dividend or distribution or take
      such other action, then no adjustment in the Exercise Price will be
      required by reason of the setting of such record
  date.

            


    

     

    
      	
               
      

            	
              (8)

            	
              In
      the absence of a resolution of the directors of the Corporation fixing a
      record date for a Special Distribution or Rights Offering, the Corporation
      will be deemed to have fixed as the record date therefor the date on which
      the Special Distribution or Rights Offering is
  effected.

            


    

     

    
      	
               
      

            	
              (9)

            	
              As
      a condition precedent to the taking of any action which would require any
      adjustment to the Options evidenced hereby, including the Exercise Price,
      the Corporation must take any corporate action which may be necessary in
      order that the Corporation shall have unissued and reserved in its
      authorized capital and may validly and legally issue as fully paid and
      non-assessable all of the shares or other securities which the Holder is
      entitled to receive on the full exercise thereof in accordance with the
      provisions hereof.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (10)

            	
              The
      Corporation will from time to time, within 10 Business Days after the
      occurrence of any event which requires an adjustment or readjustment as
      provided in Section 11, give notice to the Holder specifying the event
      requiring such adjustment or readjustment and the results thereof,
      including the resulting Exercise
Price.

            


    

     

    
      	
               
      

            	
              (11)

            	
              Any
      adjustment to the Exercise Price under the terms of this Compensation
      Option Certificate shall be subject to the prior approval of the TSX and
      such other stock exchange or quotation system on which the Common Shares
      are then listed and posted (or quoted) for trading, as
      applicable.

            


    

     

    
      	
              13.

            	
              Consolidation
      and Amalgamation

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Corporation shall not enter into any transaction whereby all or
      substantially all of its undertaking, property and assets would become the
      property of any other corporation or entity (herein called a "successor corporation")
      whether by way of reorganization, reconstruction, consolidation,
      amalgamation, merger, transfer, sale, disposition or otherwise, unless
      prior to or contemporaneously with the consummation of such transaction
      the Corporation and the successor corporation shall have executed such
      instruments and done such things as, in the opinion of counsel to the
      Corporation, are necessary or advisable to establish that upon the
      consummation of such transaction:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      successor corporation will have assumed all the covenants and obligations
      of the Corporation under this Compensation Option Certificate;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              this
      Compensation Option Certificate will be a valid and binding obligation of
      the successor corporation entitling the Holder, as against the successor
      corporation, to all the rights of the Holder under this Compensation
      Option Certificate.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Whenever
      the conditions of subsection 13(1) shall have been duly observed and
      performed, the successor corporation shall possess and from time to time
      may exercise each and every right and power of the Corporation under this
      Compensation Option Certificate in the name of the Corporation or
      otherwise and any act or proceeding by any provision hereof required to be
      done or performed by any director or officer of the Corporation may be
      done and performed with like force and effect by the like directors or
      officers of the successor
corporation.

            


    

     

    
      	
              14.

            	
              Representations
      and Warranties

            


    

     

    The
Corporation hereby represents and warrants with and to the Holder that the
Corporation is duly authorized and has the corporate and lawful power and
authority to create and issue the Compensation Options evidenced hereby and the
Common Shares issuable upon the exercise hereof, and to perform its obligations
hereunder and that this Compensation Option Certificate represents a valid,
legal and binding obligation of the Corporation enforceable in accordance with
its terms subject to bankruptcy, insolvency and other laws of general
application affecting the rights of creditors and equitable remedies being in
the discretion of the court.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              15.

            	
              Holder
      not a U.S. Person

            


    

     

    The
Holder is not a "U.S. Person" (as that term is defined by Regulation S under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), which
definition includes, but is not limited to, an individual resident in the United
States, an estate or trust of which any executor or administrator or trustee,
respectively, is a U.S. Person and any partnership or company organized or
incorporated under the laws of the United States (or any State thereof)) and is
not acquiring this Compensation Option for the account or benefit of a U.S.
Person or a person in the United States.  This Compensation Option
have not been offered to the Holder in the United States.  The Holder
undertakes and agrees that it will not offer or sell this Compensation Option
unless there is an exemption from the registration requirements of the United
States securities laws is available, and further that it will not resell this
Compensation Option except in accordance with the provisions of applicable
securities legislation, regulations, rules, policies and orders and stock
exchange rules.

     

    
      	
              16.

            	
              Acquisition
      of the Securities

            


    

     

    The
Holder hereby represents, warrants and certifies to the Corporation that the
securities represented by this Compensation Option Certificate, and the Common
Shares issuable upon exercise thereof, are being acquired solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof and that it will not offer, sell or otherwise
dispose of the Compensation Option Certificate or the Common Shares issuable
upon exercise thereof except under circumstances which will not result in a
violation of any applicable securities laws in Canada, the United States and
other applicable securities laws or the rules of the TSX or AMEX.  In
addition, the Holder hereby represents, warrants and certifies to the
Corporation that the Holder: (i) at the time of receipt of this Compensation
Option Certificate is not in the United States; (ii) is not a U.S. Person and is
not receiving this Compensation Option Certificate for the account or benefit of
a U.S. Person; (iii) did not execute or deliver this Option Compensation
Certificate while within the United States; (iv) has in all other respects
complied with the terms of Regulation S of the United States Securities Act of
1933, as amended (the "U.S.
Securities Act") or any successor rule or regulation of the United States
Securities and Exchange Commission as presently in effect.

     

    
      	
              17.

            	
              If
      Share Transfer Books Closed

            


    

     

    The
Corporation shall not be required to deliver certificates for Common Shares
while the share transfer books of the Corporation are properly closed prior to
any meeting of shareholders, for the payment of dividends or for any other
purpose and in the event of the surrender of any Compensation Option Certificate
in accordance with the provisions hereof and the making of any subscription and
payment for Common Shares called for thereby during any such period, delivery of
certificates for Common Shares may be postponed for not more than five (5)
Business Days after the date of the re-opening of said share transfer books. Any
such postponement of delivery of certificates shall be without prejudice to the
right of the Holder, if the Holder has surrendered the same and made payment
during such period, to receive certificates for the Common Shares called for
after the share transfer books have been re-opened.

     

    
      	
              18.

            	
              Stolen,
      Lost, Mutilated or Destroyed
Certificate

            


    

     

    If this
Compensation Option Certificate is stolen, lost, mutilated or destroyed, the
Corporation shall, on such terms as it shall in its discretion impose, issue and
countersign a new Compensation Option Certificate of like denomination, tenor
and date as the certificate so stolen, lost, mutilated or
destroyed.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              19.

            	
              Governing
      Law

            


    

     

    This
Compensation Option Certificate shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof, except to the extent
mandatorily governed by the law of another jurisdiction. Each of the Holder and
the Corporation: (i) irrevocably consents to the exclusive jurisdiction and
venue of the Courts of Ontario in connection with any matter or dispute based
upon or arising out of this Compensation Option Certificate or the matters
contemplated herein; (ii) agrees that process may be served upon them in any
manner authorized by the laws of the Province of Ontario for such persons; and
(iii) waives and covenants not to assert or plead any objection which they might
otherwise have to such jurisdiction, venue and such process.

     

    
      	
              20.

            	
              Severability

            


    

     

    If any
one or more of the provisions or parts thereof contained in this Compensation
Option Certificate should be or become invalid, illegal or unenforceable in any
respect in any jurisdiction, the remaining provisions or parts thereof contained
herein shall be and shall be conclusively deemed to be, as to such jurisdiction,
severable therefrom and:

     

    
      	
               
      

            	
              (a)

            	
              the
      validity, legality or enforceability of such remaining provisions or parts
      thereof shall not in any way be affected or impaired by the severance of
      the provisions or parts thereof severed;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      invalidity, illegality or unenforceability of any provision or part
      thereof contained in this Compensation Option Certificate in any
      jurisdiction shall not affect or impair such provision or part thereof or
      any other provisions of this Compensation Option Certificate in any other
      jurisdiction.

            


    

     

    
      	
              21.

            	
              Headings

            


    

     

    The
headings of the sections, subsections, clauses and subclauses of this
Compensation Option Certificate have been inserted for convenience and reference
only and do not define, limit, alter or enlarge the meaning of any provision of
this Compensation Option Certificate.

     

    
      	
              22.

            	
              Compensation
      Options Rank Pari Passu

            


    

     

    All
Options shall rank pari
passu, whatever may be the actual date of issue of the same.

     

    
      	
              23.

            	
              Numbering
      of Articles, etc.

            


    

     

    Unless
otherwise stated, a reference herein to a numbered or lettered section,
subsection, clause, subclause or schedule refers to the section, subsection,
clause, subclause or schedule bearing that number or letter in this Compensation
Option Certificate.

     

    
      	
              24.

            	
              Number
      and Gender

            


    

     

    Whenever
used in this Compensation Option Certificate, words importing the singular
number only shall include the plural and vice versa and words
importing gender shall include all genders.

     

    
      	
              25.

            	
              Day
      Not a Business Day

            


    

     

    In the
event that any day on or before which any action is required to be taken
hereunder is not a Business Day then such action shall be required to be taken
on or before the requisite time on the next day that is a Business
Day.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              26.

            	
              TSX
      and AMEX Approvals

            


    

     

    Notwithstanding
anything to the contrary in this Compensation Option Certificate, no supplement
or amendment to the terms of this Compensation Option Certificate may be made
without the prior written approval of the TSX and such other stock exchange or
quotation system on which the Common Shares are then listed and posted (or
quoted) for trading, as applicable.

     

    
      	
              27.

            	
              Binding
      Effect

            


    

     

    This
Compensation Option Certificate and all of its provisions shall enure to the
benefit of the Holder and its successors and shall be binding upon the
Corporation and its successors.

     

    
      	
              28.

            	
              Legends

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Holder acknowledges that any certificate representing Common Shares issued
      upon the exercise of this Compensation Option Certificate prior to the
      date which is four months and one day after the date hereof will bear the
      following legend:

            


    

     

    "UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE [FOUR MONTHS AND ONE DAY AFTER DATE OF
ISSUANCE]"

     

    provided
that at any time subsequent to the date which is four months and one day after
the date hereof any certificate representing such Common Shares may be exchanged
for a certificate bearing no such legends.  The Corporation hereby
covenants and agrees that it will use the best efforts thereof to deliver or to
cause to be delivered a certificate or certificates representing such Common
Shares bearing no such legends within three Business Days after receipt of the
legended certificate.

     

    
      	
               
      

            	
              (b)

            	
              The
      Holder acknowledges that the certificates representing the Common Shares
      and all certificates issued in exchange or substitution thereof, will bear
      a legend in substantially the following form as long as the legend
      referred to in subsection 27(a) remains on such
    certificate:

            


    

     

    "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES
OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."

     

    
      	
               
      

            	
              (c)

            	
              The
      Holder further acknowledges that any certificate representing Common
      Shares issued upon the exercise of this Compensation Option Certificate
      and all certificates issued in exchange or substitution thereof will bear
      the following legend:

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    "UNTIL
THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY OF
JANUARY, 2007 (THE "RIGHTS AGREEMENT"), BETWEEN THE CORPORATION AND CIBC MELLON
TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS
HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE
TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE
"BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY
SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO
LONGER BE EVIDENCED BY THIS CERTIFICATE.  THE CORPORATION WILL MAIL OR
ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A
WRITTEN REQUEST THEREFOR.

     

    
      	
               
      

            	
              (d)

            	
              In
      addition, the Holder acknowledges that any certificate representing Common
      Shares issued upon the exercise of this Compensation Option Certificate
      will bear the following legend:

            


    

     

    "THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH TO
THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT."


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
              29.

            	
              Currency

            


    

     

    All
references herein to monetary amounts are references to lawful money of Canada,
unless otherwise specified herein.

     

    
      	
              30.

            	
              Notice

            


    

     

    Any
notice, document or other communication required or permitted by this
Compensation Option Certificate to be given by the Holder or the Corporation
shall be in writing and is sufficiently given if delivered personally, or if
delivered or if transmitted by any form of recorded telecommunication tested
prior to transmission, to such person addressed as follows:

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Holder:

            


    

     

    to the
address on the face page hereof

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Corporation:

            


    

     

    Apollo
Gold Corporation

    5655 S.
Yosemite Street, Suite 200

    Greenwood
Village, Colorado, 80111-3220

     

    
      	
               
      

            	
              Attention:

            	
              Chief
      Financial Officer

            


    

     

    
      	
               
      

            	
                           
      Telephone No.:

            	
              (720)
      886-9656

            


    

     

    
      	
               
      

            	
                           
      Facsimile No.:

            	
              (720)
      482-0957

            


    

     

    Notice so
delivered shall be deemed to have been given on the Business Day that it is
received.  Notices transmitted by a form of recorded telecommunication
shall be deemed given on the day of transmission.  The Holder or the
Corporation may from time to time notify the other in the manner provided herein
of any change of address or facsimile number which thereafter, until changed by
like notice, shall be the address or facsimile number of such person for all
purposes hereof.

     

    
      	
              31.

            	
              Time
      of Essence

            


    

     

    Time
shall be of the essence hereof.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN WITNESS WHEREOF, the Corporation has
caused this Compensation Option Certificate to be signed by its duly authorized
officer this ● day of December, 2008.

     

    
      
        
          	
                  APOLLO
      GOLD CORPORATION

                
	 
      	 
      
	
                  Per:

                	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

     

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