Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made effective as of April 14, 2010 (the "Effective Date"), by and among Wayne Parsons (the "Consultant") and American Paramount Gold Corp. (the "Company").

ARTICLE I
TERM AND DUTIES

1.1 Engagement. The Company hereby retains the Consultant and the Consultant hereby accepts being retained by the Company as a mining exploration and development consultant to the Company, upon the terms and conditions set forth in this Agreement.

1.2 Term. This Agreement can be terminated by either party upon sixty (60) days written notice to the other party.

1.3 Duties. The Consultant shall agrees to be the President, CEO, CFO, Secretary and Treasurer of the Company and provide consulting services to the Company consistent with the duties of those positions and such other consulting services as the board of directors may reasonably require from time to time (the "Services"). The Consultant will devote such business time, attention, skill, and energy to the business of the Company as shall be reasonably required to perform his duties hereunder.

1.4 Non-Disclosure.

(a) The Consultant shall hold in confidence, and shall not disclose to any person outside of the Company, except on a "need to know" basis, any Proprietary Information concerning the Company. The Consultant shall use Proprietary Information only for the purpose of performing the Services for the Company and shall not use or exploit such Proprietary Information for his benefit or the benefit of any other person or entity without the prior consent of the Company.

(b) Proprietary Information means any tangible or intangible proprietary or confidential information or materials or trade secrets belonging to the Company or its affiliates (whether disclosed orally, in writing, in electronic format or otherwise), including, but not limited to, customers, suppliers, processes, methods and techniques; equipment; data; reports; know-how; existing and proposed contracts with third parties; and business plans, including information concerning the existence and scope of activities of any research, development, marketing or other projects of the Company, and including confidential financial information and information concerning the business affairs of the Company which are furnished, disclosed, learned or otherwise acquired by the Consultant during or in the course of discussions or otherwise pursuant to this Agreement. Proprietary Information of a Company shall also include information embodying or developed by use or testing of Proprietary Information of the Company.

(c) The non-disclosure obligations of the Consultant shall not apply to any Proprietary Information to the extent that such Proprietary Information: (i) is known to the public at the time of disclosure or becomes known through no wrongful act on the part of the Consultant or any of her representatives; (ii)

becomes known to the Consultant through disclosure by sources other than the Company having the legal right to disclose such Proprietary Information; (iii) has been independently developed by the Consultant without reference to or use of the Proprietary Information; or (iv) is required to be disclosed by the Consultant to comply with a court order or similar legal process, provided that the Consultant provides prior written notice of such disclosure to the Company and at no cost or expense to the Consultant takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

(d) The Consultant agrees that the Company is and shall remain the exclusive owner of the Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement. Consultant shall maintain all copyright, confidentiality and other proprietary markings on the Proprietary Information of the Company.

(e) The Consultant shall, upon the request of the Company, return to the Company all media, documents and other manifestations of Proprietary Information received or developed by the Consultant pursuant to this Agreement and all copies and reproductions thereof, including, without limitation, all back-up copies in electronic formats.

1.6 Company Approval Required. The Consultant agrees that all communications, releases, interviews, and materials intended to be disseminated for the purposes of investor relations must be approved by the Company in advance.

ARTICLE II
COMPENSATION

2.1 Compensation. As compensation for the Services, the Company hereby agrees to pay to the Consultant a fee (the "Monthly Fee") of $1,500 CDN, payable on the 15th day of each month of the term of this Agreement. As further compensation, the Company agrees to pay the Consultant, within ten (10) days of the Company receiving, collectively since January 1, 2010, private placement funds equal to US$500,000.00, an amount of $15,000 CDN. As further compensation, the Company agrees to deliver to the Consultant, within thirty (30) days of the Effective Date, an option to acquire 1,000,000 shares of its common stock at US$1.00 per share (the "Options"). The Options are non-transferable, shall vest immediately and shall expiry five (5) years from the date of issuance.

2.2 Other Businesses. The Company acknowledges and agrees that during the Term, the Consultant will continue to be involved with, engaged in, render services for, and permit his name and the names of his affiliates to be used in connection with, both existing and new businesses other than the Company. The assumption by Consultant of his duties hereunder shall be without prejudice to his rights (or the rights of his sffiliates) to maintain such other interests and activities and to receive and enjoy profits or compensation there from.

ARTICLE III
EXPENSES

3.1 Expenses. The Consultant shall be responsible for all of his expenses related to operation of its office, employees, and telephone(s). The Company will pay on behalf of the Consultant (or reimburse the Consultant for) the reasonable expenses related to travel incurred by the Consultant in the performance of the Services as well as any pre-approved expenses.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

4.1 By the Consultant. The Consultant represents and warrants to the Company that the execution and delivery of this Agreement by the Consultant does not, and the performance by the Consultant of the Consultant's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Consultant; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Consultant is a party or by which the Consultant is or may be bound.

4.2 By the Company. The Company hereby represents and warrants to the Consultant that the following statements in this section 4.2 are correct and complete as of the Effective Date:

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is presently being conducted. The entry into this Agreement, the performance of its obligations hereunder are not in violation of, in conflict with, or in default under any of the certificate of incorporation, bylaws or comparable charter documents of the Company, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation, conflict or default.

(b) The Company has all requisite power to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the conditions set forth herein, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on behalf of the Company.

(c) The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (i) violate, conflict with, constitute or result in (in each case, with or without notice, lapse or time or both) a material default or a material breach under, or result in the acceleration, termination or cancellation of (or entitle any person or give any person the right to accelerate, terminate or cancel) any material obligation under, or result in the loss of a material benefit under, or require any material consent, approval or authorization under, any contract to which the Company is a party;
(ii) contravene or violate in any law, statute, rule or regulation applicable to the Company or any of its assets or properties, or any governmental order to which the Company is a party or by which the Company or any of its assets or properties is bound; (iii) result in the creation or imposition of any encumbrance on any of the material assets or material properties of the Company;
(iv) constitute an event which, after notice or lapse of time or both, would result in any conflict, breach, violation, default, requirement, loss, creation or imposition of any encumbrance, termination or impairment or similar event described in clauses (i)-(iii) above.

ARTICLE V
GENERAL PROVISIONS

5.1 Injunctive Relief and Additional Remedies. The parties hereto acknowledge that the injury that would be suffered by the non-breaching party as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to the non-breaching party for such a

breach would be an inadequate remedy. Consequently, the non-breaching party will have the right, in addition to any other rights such party may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the non-breaching party will not be obligated to post bond or other security in seeking such relief.

5.2 Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

5.3 Binding Effect, Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs, and legal representatives, including any entity with which the Company may merge or consolidate or to which all or substantially all of their respective assets may be transferred. The rights and obligations of the Consultant under this Agreement, being personal, may not be assigned or delegated without the prior written consent of the Company. The rights and obligations of the Company under this Agreement may not be assigned without the prior written consent of the Consultant.

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to Consultant:      Wayne Parsons
                       1455 Corley Drive, London, Ontario N6G 2K5

If to Company:         c/o William L. Macdonald
                       Macdonald Tuskey, 1210 - 777 Hornby Street
                       Vancouver B.C. V6Z 1S4

5.4 Jurisdiction. This Agreement is governed by the laws of The State of Nevada and the federal laws of the United States applicable therein.

5.5 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

5.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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

AMERICAN PARAMOUNT GOLD CORP.

/s/ Wayne Parsons
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Name:     Wayne Parsons
Position: President


/s/ Wayne Parsons
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Wayne Parsons

Exhibit 10.2

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT made as of the 22nd day of April, 2010, (the "Effective Date").

BETWEEN:

American Paramount Gold Corp. of 50 West Liberty Street, Suite 880, Reno, Nevada 89501

(hereinafter referred to as the "Company")

AND:

Monaco Capital Inc. of 7 New Road, Second Floor, #6 Belize City, Belize

(hereinafter referred to as the "Lender")

WHEREAS:

A. Lender desires to loan funds to the Company pursuant to the terms of this Agreement in the principal amount of up to Five Hundred Thousand Dollars (US$500,000) (the "LOAN");

B. The Loan is convertible (the "CONVERSION") into securities of the Company consisting of common shares of the Company with a par value of $0.0001 (the "SHARES");

C. The Lender understands and acknowledges to the Company that this Agreement is being made pursuant to an exemption (the "EXEMPTION") from registration provided by Section 4(2) of the United States Securities Act of 1933, as amended (the "SECURITIES ACT") and Rule 903 of Regulation S of the Securities Act for the private offering of securities; and

D. The Company desires to borrow funds from Lender on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the receipt of which is hereby acknowledged by each of the parties hereto, the parties hereto covenant and agree each with the other (the "AGREEMENT") as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE LENDER

1.1 The Lender represents and warrants to, and covenants and agrees with the Company that:

(a) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 903 of Regulation S of the Securities Act for the private offering of securities;

(b) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the Company under Regulation S, and all statements set forth in the Declaration of Regulation S Eligibility, attached hereto as 0, are true and correct and may be relied upon by

the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company;

(c) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring the Shares and acquiring and/or exercising the Conversion Right;

(d) the Lender has consulted with its own securities advisor as to its eligibility to acquire the Shares and acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as a non-U.S. investor acquiring the Shares and this Conversion right and, in particular, in purchasing U.S.-based securities upon exercise, if any, of the Conversion Right;

(e) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder;

(f) the Lender acknowledges that:

(i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon acquiring the Shares upon exercising the Conversion Rights, purchasing unregistered securities;

(ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time;

(iii)the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and

(iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise transferred without registration under the Securities Act, unless an exemption from registration is available.

(g) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters to make it capable of evaluating the merits and risks of investing in the Company;

(h) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal for its own account and not for the benefit of any other person;

(i) the Lender understands that any certificates representing any Shares acquired by the Lender upon exercise of the Conversion Right will have a resale legend on them that will read substantially as follows:

THE SECURITIES COVERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S.

(j) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement on the terms and conditions contained herein.

1.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect throughout the term of this Agreement.

2. THE LOAN

2.1 Subject to the terms of this Agreement, the Lender hereby agrees to loan to the Company, and the Company hereby agrees to borrow from the Lender, the sum of up to US$500,000.

2.2 Immediately following the execution of this Agreement, the Lender shall deliver to the Company $225,000 of the Loan amount by certified cheque or money order made payable to the Company, or by wire transfer to the Company's bank account or to the Company's solicitors (the "ADVANCEMENT DATE"), and thereafter such amounts as may be requested by the Company up to the total Loan amount.

2.3 Unless repaid earlier, the Loan shall be payable in full by 5:00 p.m. local time in Toronto, Ontario, one year from any applicable Advancement Date (the "DUE DATE"). If such day falls on a Sunday or statutory holiday, then by 5:00 p.m. local time in Toronto, Ontario, on the first business day after the Due Date.

2.4 The Loan shall bear interest at the rate of 10% per annum, payable on the Due Date, (the "INTEREST") calculated on the principal amount of the Loan outstanding.

2.5 The Company shall be entitled to prepay any sum up to the full amount of the Loan and accrued Interest then outstanding at any time, upon the payment of such amount and an additional 10% of such amount.

2.6 At any time after an Advancement Date, if the Company has not paid the Loan and accrued Interest in full, the Lender may by providing written notice (the "NOTICE") and the Declaration attached hereto as 0 to the Company, exercise its rights of Conversion in respect of either a portion of or the total outstanding amount of the Loan as of that date into Shares of the Company (the "CONVERSION RIGHT"), on the following terms:

(a) The number of Shares issuable under the Conversion Right (the "CONVERSION RATE") shall be determined by dividing (x) that portion of the outstanding principal balance and accrued Interest under the Loan on such date that the Lender elects to convert by (y) the Conversion Price (as defined below) then in effect on the date on which the Lender faxes the Notice of conversion, duly executed, to the Company (the "CONVERSION DATE"). With respect to partial conversions of this Loan, the Company shall keep written records of the amount of this Loan converted as of each Conversion Date.

(b) The term "CONVERSION PRICE" shall mean $1.05 per Share.

2.7 Within seven (7) days of Notice by the Lender exercising its Conversion Rights hereunder, the Company shall deliver a Share Certificate to the Lender representing the number of Shares acquired by the Lender pursuant to the Conversion Rate set out in subparagraph 2.7 of this Agreement.

3. COVENANTS AND AGREEMENTS OF THE LENDER

3.1 The Lender covenants and agrees with the Company that the Lender shall not make demand for payment of the Loan prior to the Due Date, except as otherwise required herein, unless the Loan has become due and payable in accordance with the provisions of this Agreement.

3.2 In order to ensure eligibility to receive the Shares, the Lender must provide the Declaration attached hereto as 0.

4. DEFAULT

4.1 If one or more of the following events shall occur, namely:

(a) the Company fails to pay any Principal or accrued Interest amounts when due and fails to repay the Loan on the Due Date;

(b) the Company makes an assignment for the benefit of its creditors or files a petition in bankruptcy or is adjudicated insolvent or bankrupt or petitions or applies to any tribunal for any receiver, receiver manager, trustee, liquidator or sequestrator of or for the Company or any of the Company's assets or undertaking, or the Company makes a proposal or compromise with its creditors or if an application or a petition similar to any of the foregoing is made by a third party creditor and such application or petition remains unstayed or undismissed for a period of thirty (30) days;

(c) an order of execution against any of the Company's assets remains unsatisfied for a period of ten (10) days;

(d) the Company fails to observe and comply with any material term, condition or provision of this Agreement or any other agreement or document delivered hereunder, and such failure continues unremedied for a period of thirty (30) days;

(e) any representations, warranties, covenants or agreements contained in this Agreement or any document delivered to the Lender hereunder are found to be untrue or incorrect as at the date thereof; or

(f) any lender (including the Lender) of any mortgage, charge or encumbrance on any of the Company's assets and undertaking does anything to enforce or realize on such mortgage, charge or encumbrance;

then the Loan to the date of such default shall, at the option of the Lender, immediately become due and payable without presentment, protest or notice of any kind, all of which are waived by the Company.

5. INDEPENDENT LEGAL ADVICE

5.1 The Lender acknowledges that:

(a) Macdonald Tuskey, Corporate and Securities Lawyers received instructions from the Company and does not represent the Lender;

(b) the Lender has been requested to obtain its own independent legal advice on this Agreement prior to signing this Agreement;

(c) the Lender has been given adequate time to obtain independent legal advice;

(d) by signing this Agreement, the Lender confirms that it fully understands this Agreement; and

(e) by signing this Agreement without first obtaining independent legal advice, the Lender waives its right to obtain independent legal advice.

6. GENERAL

6.1 For the purposes of this Agreement, time is of the essence.

6.2 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Agreement be reasonably required to carry out the full intent and meaning of this Agreement.

6.3 This Agreement shall be construed in accordance with the laws of the State of Nevada.

6.4 This Agreement may be assigned by the Lender subject to any assignee making requisite representations to meet applicable securities law exemptions; this Agreement may not be assigned by the Company.

6.5 This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

6.6 All notices, requests, demands or other communications hereunder shall be in writing and shall be "deemed delivered" to a party on the date it is hand delivered to such party's address first above written, or to such other address as may be given in writing by the parties hereto.

(Execution Page Follows)

IN WITNESS WHEREOF the parties have hereunto set their hands effective as of the date first above written.

AMERICAN PARAMOUNT GOLD CORP.

MONACO CAPITAL INC.

SCHEDULE A

DECLARATION OF REGULATION S ELIGIBILITY

Regulation S of the Securities Act is available for the use of non-U.S. Persons only. This Declaration must be answered fully and returned to AMERICAN PARAMOUNT GOLD CORP. to ensure the Company is in compliance with the Securities Act. All information will be held in the strictest confidence and used only to determine investor status. No information will be disclosed other than as required by law or regulation, other demand by proper legal process or in litigation involving the company or its affiliates, controlling persons, officers, directors, partners, employees, attorneys or agents.

I, ON BEHALF OF MONACO CAPITAL INC. ("MONACO"), HEREBY AFFIRM AND DECLARE THAT:

1. Monaco is not a resident of the United States of America.

2. Monaco is not purchasing securities for the benefit of a resident of the United States of America.

3. Monaco is not purchasing securities in the name of a company incorporated in the United States of America or for the benefit of a company incorporated in the United States of America.

4. Monaco is not purchasing securities in my capacity as Trustee for a U.S.-based Trust.

5. Monaco is not purchasing securities in my capacity as the Executor or Administrator of the Estate of a U.S. resident.

6. Monaco is not a U.S. resident purchasing securities through a brokerage account located outside of the United States of America, nor am I using a non-U.S. brokerage account to purchase securities for the benefit of individuals or corporate entities resident within the United States of America.

7. Monaco is not purchasing the securities in an attempt to create or manipulate a U.S. market.

8. Monaco is purchasing the securities as an investment and not with a view towards resale.

9. I will only resell the securities to other non-U.S. residents in accordance with Rule 905 of Regulation S, or to U.S. residents in accordance with the provisions of Rule 144 following the expiration of six months from the Advancement Date, as defined in the Convertible Loan Agreement dated concurrently herewith.

10. Monaco is permitted to purchase the securities under the laws of its home jurisdiction.

11. I understand that if I knowingly and willingly make false statements as to my eligibility to purchase or resell securities under Regulation S, I may become subject to civil and criminal proceedings being taken against me by the United States Securities and Exchange Commission.

Authorized Signatory