EXHIBIT 10.1 

 EMPLOYMENT AGREEMENT
  

 THIS AGREEMENT effective
  as of the 19th
  day of August, 2003 


BETWEEN: 

 

	APOLLO GOLD CORPORATION

      4601 DTC Boulevard 

      Suite 750 

      Denver, Colorado 

      80237-2571 

      

      (the “Company”) 


OF THE FIRST PART 

	-and- 

        

        

        WADE W. BRISTOL 

        5535 Patrician Way 

        Winnemucca, Nevada 

        89445-4198 

        

        (the “Executive”) 

      


OF THE SECOND PART 

 RECITALS
  

          
  

      

  

		A.	WHEREAS the
      Executive is an officer of the Company and is employed in the Business (as
      defined below) operated by the Company; 
	 	 
	 	NOW THEREFORE
      in consideration of the promises and mutual covenants herein contained,
      the parties hereto agree as follows:
	 	 
	1. 	Defined Terms
	 	 	 
	 	(a) 	“Board”
      means the board of directors of the Company; 
	 	 	 
	 	(b) 	“Business”
      means the business presently or hereafter carried on by the Company in the
      area of mineral resource exploration and development; 


  

  








	 	 (c) 	 “Disability”
      means the inability of the Executive
      as a result of illness or injury to perform
      his responsibilities as an employee of the Company for a period of 180
      consecutive days or 200 days out of 400 days;
      and
	  
	 	 (d) 	 “Effective Change
      of Control” means the occurrence,
      within a single transaction  or series
      of related transactions occurring within the same 12-month period, of a
       change in the identity of persons who
      individually or collectively hold rights to  elect,
      or to approve the election of, a majority of the members of the Board, 
      including, without limitation, transactions consisting
      of one or more sales or other  transfers
      of assets or equity securities, mergers, consolidations, amalgamations,
       reorganizations, or any similar transactions;
	  
	 	 (e) 	 “Stock Option
      Plan” means the incentive stock
      option plan of the Company for  directors,
      officers, employees and other service providers of the Company.
	  
	 2. 	 Employment
	  
	 	 (a) 	 The Company (directly
      or through it's United States subsidiary, Apollo Gold, Inc. at
      times when the Executive is a resident of the United States), shall employ
      the Executive and the Executive shall serve
      the Company and its subsidiaries as Vice President,
      U.S. Operations, or in such other capacity or capacities as may be
      determined by the Board from time to time.
	  
	 	 (b)	 The Executive represents
      that he has the required skills and experience to perform the
      duties required of him as Vice President, U.S. Operations and agrees to
      be bound by the terms and conditions of
      this Agreement.
	  
	 	 (c)	 The Executive will be
      employed on a full-time basis for the Company and that the Executive
      will devote himself exclusively to the Business and will not be employed
      or engaged in any capacity in any other business which is in competition
      with the Business of the Company, without the prior written approval
      of the Company. 
	  
	 	 (d)	 The Executive acknowledges
      that in carrying out his duties and responsibilities: 
	  
	 	  	 i)  	 the Executive shall comply with
      all lawful and reasonable instructions as may
      be given by the Board;  
	  
	 	  	 ii)  	 the Executive acknowledges and agrees
      that the effective performance of the Executive’s
      duties requires the highest level of integrity and the Company’s
      complete confidence in the Executive’s relationship with other
      employees of the Company and with all persons
      dealt with by the Executive in the course
      of employment; and  





	
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	 	  	iii) 	  the Executive
      will perform his duties in a diligent, loyal, productive and 
      efficient manner and use his best efforts to advance
      the Business and  goodwill of the
      Company.  
	  
	 	 (e) 	 The Executive is employed on a
      full-time basis for the Company and he understands
      that the hours of work involved will vary and be irregular and are
      those hours required to meet the objectives of
      the employment.
	  
	 	 (f) 	 The Executive’s initial location
      of employment under this Agreement shall be in the
      State of Nevada. The Executive agrees, however, to relocate his employment
      within North America if directed to do so by the
      Board. The Company shall reimburse the
      Executive for all moving expenses related to a relocation of employment
      hereunder.
	  
	 3. 	 Compensation
      and Benefits 
	  
	 	 As
      compensation for the services to be rendered by the Executive to the Company,
      the Company agrees to provide the remuneration
      and benefits set out in this clause 3.  
	 
	  
	 	 (a)	 Base Salary and Discretionary
      Bonus
	  
	 	 	 The Executive shall be paid a minimum
      annual base salary of US$140,000 to be reviewed
      annually by the Board. Said salary shall be subject to all statutory and
      other deductions and shall be paid bi-monthly,
      in arrears, by cheque or deposit, or such
      other periodic installments as may be from time to time agreed. In addition,
      the Executive may be entitled to receive a discretionary
      performance bonus in such amount, if any,
      as the Board in its sole discretion may determine. 
	  
	 	 (b)	 Grant of Stock Options
	  
	 	  	 The Executive shall be eligible
      to receive stock options granted pursuant to the Stock
      Option Plan, on such terms and conditions as the Board in its discretion
      may determine.  
	  
	 	 (c)	 Automobile Allowance
	  
	 	  	 The Executive shall be entitled
      to receive an automobile allowance of US$10,000 per
      annum. In the event of the termination of employment of the Executive for
      reasons other than cause, or in the event of an
      Effective Change of Control, the Executive
      shall be entitled to purchase the automobile then in use by the Executive
      pursuant to this section at a price equal to one-half of the blue book
      value thereof and any deficiency in the purchase
      price thereof shall be paid by the Company. 
    
	  





	
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	 	 (d)	 Health and Medical Benefits
		 	 
	 	  	 The Executive shall be entitled to
      receive and participate in health, dental and long-term
      disability programs as are made available by the Company to other
      employees holding similar positions of importance
      to the Company, provided that the Company
      may modify, suspend, or discontinue any or all of such benefits for
      its employees generally or for any group thereof,
      without obligation to replace any such
      modified, discontinued or suspended benefit with any other benefit,
      equivalent or otherwise compensate the Executive
      in respect thereof.
	  
	 4.	 Vacation
	  
	 	 The Executive
      will be entitled to twenty (20) days of vacation during each twelve (12)
      month period calculated from January 1, 2003 plus
      usual statutory and other public  holidays,
      the timing of such vacation to be mutually agreed upon between the Executive
      and the Company. Vacation entitlement not used
      in any 12 month period may be carried forward
      provided that if it is not used in the next 12 month period, the Executive
      shall be paid the cash equivalent of any
      unused vacation entitlement. 
	 
	 
	 
	 
	 
	  
	 5.	 Expenses
	  
	 	 The Executive
      shall be reimbursed by the Company for business expenses incurred as a
      result of his
      work on behalf of the Company. The Company shall reimburse the Executive
      for such expenses upon presentation of supporting documentation satisfactory 
      to the Company in accordance with the tax principles
      applicable in Canada (at times when the
      Executive is resident in Canada) or in accordance with the tax principles
      applicable in the United States (at times when
      the Executive is resident in the United States)
      for such reimbursement and the Company’s established reimbursement
      policies, as those policies may be modified
      from time to time in the Company’s discretion. 
	 
	 
	 
	 
	 
	 
	 
	  
	 6.	 Terms of the Agreement
      and Termination
	  
	 	 (a) 	 This Agreement shall commence on
      the date hereof and shall be of indefinite term unless
      terminated pursuant to the provisions hereof. 
	  
	 	 (b) 	 The Executive may terminate his
      employment pursuant to this Agreement by giving
      at least one (1) months’ advance notice in writing to the Company.
      The Company may waive such notice, in whole
      or in part and if it does so, the Executive’s
      entitlement to remuneration and benefits pursuant to this Agreement
      will cease on the date it waives such notice.
    
	  
	 	 (c) 	 The Executive’s employment
      shall be terminated upon the death of the Executive whereupon
      all stock options granted to the Executive shall immediately vest and
      shall be exercisable by the Executive’s heirs,
      executors, administrators or personal representatives
      in accordance with the terms of the Stock Option Plan.
	  
	 	 (d) 	 The Executive’s employment
      shall be terminated upon the Disability of the Executive.
    





	
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	 	 (e) 	 In the event of an Effective
      Change of Control, the Executive’s employment shall be
      deemed to have been terminated without cause and the Company shall be
      obligated to pay the Executive the amount of severance
      payments calculated in accordance with
      subparagraph 6(f) hereof. 
	  
	 	 (f) 	 The Executive’s employment
      may be terminated without cause by majority vote of
      the Board. In the event that the Executive’s employment is terminated
      pursuant to this section 6(f), any stock options
      granted but not vested shall be deemed
      to have immediately vested and the Company shall pay to the Executive
      24 months salary, in compensation for the Executive’s
      loss of employment, together with a payment
      equal to 50% of any bonus entitlement of the Executive for
      each year in such two year period and any other compensation (including
      two years health and medical coverage)
      to which the Executive is entitled to receive and
      the Executive shall not have the duty to mitigate damages. For the purpose
      of calculation such payments, all Federal
      and State taxes and Federal excise taxes (parachute
      taxes) shall be grossed-up.
	  
	 	 (g) 	 The Company may terminate the Executive’s
      employment without notice or payment in
      lieu thereof, for cause. For the purposes of this Agreement “cause”
      shall mean (i) the failure to follow the written
      directions of the Board which are not inconsistent
      with this Agreement or contrary to applicable law, (ii) gross neglect of
      responsibilities after the receipt of written
      notice setting forth the performance deficiencies
      and 45 days to cure such deficiencies, (iii) acts of dishonesty, fraud,
      misrepresentation, harassment or employment discrimination,
      and (iv) indictment for a felony.
    
	  
	 7. 	 Notices
    
	  
	 	 (a)	 Any notice required or permitted
      to be given to the Executive shall be sufficiently given
      if delivered to the Executive personally or if mailed by registered mail
      to the Executive’s address disclosed
      on the face page hereof.
	  
	 	 (b)	 Any notice required or permitted
      to be given to the Company shall be sufficiently given
      if delivered to the Secretary or President of the Company personally or
      if mailed by registered mail to the Company’s
      head office at its address disclosed on the
      face page hereof.
	  
	 	 (c) 	 Any notice given by mail shall be
      deemed to have been given forty-eight hours after
      the time it is posted. 
	  
	 8.	 Entire Agreement
	  
	 	 This Agreement
      terminates, replaces and supersedes all prior agreements, oral or written,
      between the parties hereto. This Agreement contains
      the final and entire understanding and
      agreement between the parties hereto with respect to the subject matter
      hereof, and they shall not be bound by any terms, conditions, statements,
      covenants, representations, or warranties,
      oral or written, not herein contained with respect to the subject matter
      hereof. 
	 





	
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	 9. 	 Headings
	 	 The headings in this Agreement
      are for convenience of reference only, and under no circumstances
      should they be construed as being a substantive part of this Agreement nor
      shall they limit or otherwise affect the meaning
      hereof. 
	 
	 
	 	 
	 10.	 Warranty
	 	 The parties represent and warrant
      that there are no restrictions, agreements or limitations on
      their rights or ability to enter into and perform the terms of this Agreement.
    
	 
	 	 
	 11.	 Counterparts
	 	 This Agreement may be executed
      in counterparts, each of which shall be an original, and such
      counterparts shall together constitute but one and the same instrument.
    
	 
	 	 
	 12.	 Severability
	 	 In the event that any provision
      of this Agreement is found to be void, invalid, illegal or unenforceable
      by a court of competent jurisdiction, such finding will not affect any other
      provision of this Agreement. If any provision
      of this Agreement is so broad as to be unenforceable,
      such provision shall be interpreted to be only so broad as is enforceable.
    
	 
	 
	 
	 	 
	 13.	 Modification
	 	 Any modification of this Agreement
      must be in writing and signed by both the Executive and
      the Company or it shall have no effect and shall be void. 
	 
	 	 
	 14.	 Waiver
	 	 The wavier by either party of any
      breach or violation of any provision of this Agreement shall
      not operate or be construed as a waiver of any subsequent breach or violation.
    
	 
	 	 
	 15.	 Assignment of Rights 
	 	 The rights which accrue to the
      Company under this Agreement shall pass to its successors or
      assigns. The rights of the Executive under this Agreement are not assignable
      or transferable in any manner. 
	 
	 
	 	 
	 16.	 Independent Legal Advice 
    
	 	 





	
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	 	 The Executive acknowledges
      that he has read and understands this Agreement, and  acknowledges
      that he has had the opportunity to obtain independent legal advice with
       respect to it.
	 
	 
	  
	 17.	 Time of Essence 
	  
	 	 Time shall be of the essence of this Agreement.
	  
	 18. 	 Governing Law 
	  
	 	 The Agreement shall be governed
      by and construed in accordance with the laws of the State
      of Colorado. Any dispute between the Company and Executive shall be brought
      exclusively in the State or Federal Courts located
      in Denver, Colorado. In the event of such
      dispute, the prevailing party shall be entitled to recover its reasonable
      attorneys fees and costs. 
	 
	 
	 
	 





 IN WITNESS WHEREOF the parties have duly executed this Agreement effective as of the date first written above. 

	  	 	APOLLO GOLD CORPORATION
      and  
	  	 	 APOLLO GOLD,
      INC.  
	  
	  
	  	 	 By: 
    	    /s/
      R. David Russell  
	 		 
 	 
 
	  	 	  	    R. David Russell,
      President  
	  
	 SIGNED, SEALED AND DELIVERED 
    	 )  	 	  
	          in
      the presence of  	 )  	 	  
	  	 )  	 	    /s/ Wade Bristol 
    
	 	 		 
 
	  	 )  	 	    Wade Bristol 
    





	
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