THIRDAMENDING AGREEMENT

 

(a)

The definition of "Change of Control of the Corporation" as set out in Section 1.1 of the Debentures is hereby deleted and replaced with the following:

 

(b)

The definition of "Maturity Date" as set out in Section 1.1 of the Debentures is hereby deleted and replaced with the following:

 

(c)

The definition of "Maturity Date" as set out in Section 2.1(a) of the Debentures is hereby amended so that February 23, 2010 now becomes August 23, 2010.

 

(d)

Section 3.1(b) of the Debentures is hereby deleted and replaced with the following:

 

3.1(b)

1.5% per month for the final 24 months prior to the Maturity Date (18% per annum simple interest not compounded), in like money at the said place, calculated and payable yearly in arrears (less any tax required by law to be deducted) with the payment due on August 23, 2010.

 

(e)

Section 3.1(c) of the Debentures is hereby deleted and replaced with the following:

 

3.1(c)

Within three (3) business days of the date of the Third Amending Agreement, the Corporation shall make a cash payment of US$772,200 to the Holder representing all accrued and unpaid interest under the Debenture as of February 23, 2010.

 

(f)

Section 5.1 of the Debentures is hereby deleted and replaced with the following:

 

5.1

The Holder may, at its election, upon surrender (either in person, by mail (postage `prepaid) or other means of delivery) of this Debenture along with a completed a notice of conversion (the "Conversion Notice") in the form attached hereto as Schedule "A" at the principal office of the Corporation in the city of Greenwood Village, Colorado at any time prior to the close of business on August 23, 2010, convert the Principal Sum, in whole or in part, into fully paid and non-assessable Common Shares, as presently constituted (without adjustment for dividends on Common Shares issuable upon conversion).  The Debenture may be converted on or prior to the Maturity Date, or in the event that the Principal Sum is not repaid on the Maturity Date, at any time until such date that the Principal Sum is repaid, at a conversion price of US$0.50 per Common Share (as adjusted for share splits, share consolidations and other similar events) (the "Conversion Price"), being a rate of 2,000 Common Shares per US$1,000 principal amount of Debentures.  If the Holder elects to convert the Principal Sum, or any portion thereof, the Holder may also, at its election, concurrently convert any accrued but unpaid interest at that time outstanding in respect of such Principal Sum into Common Shares at the Conversion Price.  The endorsement of the Conversion Notice by the Holder and the surrender of the Debenture shall be deemed to constitute a contract between the Holder and the Corporation whereby (i) the Holder subscribes for the number of Common Shares which he shall be entitled to receive upon such conversion, (ii) the Holder releases the Corporation from all liability thereon or from all liability with respect to the portion of the principal amount and corresponding accrued interest, if applicable, thereof to be converted, as the case may be, and (iii) the Corporation agrees that the surrender of the Debenture for conversion constitutes full payment of the subscription price for the Common Shares issuable on such conversion and to the extent thereof.

 

(g)

Section 5.2 of the Debentures is hereby deleted and replaced with the following:

 

5.2

Subject to the restrictions set forth in Section 5.3 hereto, the Corporation shall have the right to force the Holder to convert the Principal Sum into Common Shares (a "Forced Conversion") under the terms described in Section 5.1 if:

 

(a)

at any time after September 24, 2007, but prior to the Maturity Date, in the event that the 20 day weighted average trading price of the Common Shares on the AMEX (or if the Common Shares are not listed on the AMEX, the TSX, or if the Common Shares are not listed on the TSX, any other exchange on which the Common Shares are then listed) equals or exceeds US$0.90 per share (as adjusted for share splits, share consolidations and other similar events); or

(b) 

there is a Change of Control of the Corporation.

 

(h)

Schedule "A" of the Debentures is hereby deleted and replaced with the form attached hereto as Schedule "A".

 

(i)

Except as expressly amended hereby, the Debentures are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

 

(a)

issue to RAB 800,000 common shares of Apollo (the "Consideration Shares") as promptly as reasonably practicable following the date hereof upon receipt of all necessary regulatory approvals;

 

(b)

issue to RAB 2,145,000 common share purchase warrants (the "Consideration Warrants"), as promptly as reasonably practicable following the date hereof upon receipt of all necessary regulatory approvals, each Consideration Warrant entitling the holder thereof to purchase one common share of Apollo at an exercise price of US$0.50 at any time before 5:00p.m. (Toronto time) on February 23, 2011;

 

(c)

use its commercially reasonable best efforts to:

 

(i)

obtain all required stock exchange approvals for the amendments to the Debentures and the conditional listing of the Consideration Shares and the common shares underlying the Consideration Warrants on the Toronto Stock Exchange and NYSE Amex Equities (formerly the American Stock Exchange);

 

(ii)

issue the Consideration Shares as free trading shares, or enter into a registration rights agreement with RAB in respect of the Consideration Shares and prepare and file or cause to be prepared and filed with the United States Securities and Exchange Commission (the "SEC") a registration statement in respect of the resale of the Consideration Shares; and

 

(iii)

prepare and file or cause to be prepared and filed with the SEC a registration statement on Form S-3 (or other appropriate form) in respect of the resale of common shares issuable upon the exercise of the Consideration Warrants or conversion of the Debentures.