Exhibit 10.4

                          OPTION CANCELLATION AGREEMENT

THIS AGREEMENT made the 18th day of November, 2010

BETWEEN:
               American Paramount Gold Corp.
               (the "COMPANY")
AND:
               Wayne Parsons
               ("PARSONS")

A The Parties entered into a consulting  agreement (the "Consulting  Agreement")
dated April 14, 2010 regarding Parsons' services and president,  chief financial
officer, and chief executive officer of the Company;

B. On April 14, 2010, pursuant to the Consulting  Agreement,  the Company issued
to Parsons  non-transferable  stock  options  (the "APRIL 14, 2010  OPTIONS") to
purchase 1 million common shares of the Company  exercisable at a price of $1.00
per share until April 14, 2015, which options remain unexercised.

C. Parsons  resigned as an officer of the Company on September 29, 2010, and the
Consulting Agreement was concurrently terminated.

D. In connection with the termination of the Consulting  Agreement,  the parties
have  determined  it in their mutual best  interest to cancel the April 14, 2010
options in  consideration  of the issuance to Parsons of 1,000,000 stock options
(the "2010 STOCK PLAN OPTIONS") under the Company's 2010 Stock Plan.

E. On October 6, 2010, the Company issued to Parsons the 2010 Stock Plan Options
exercisable at a price of $0.68 per share until October 6, 2015.

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants  contained  herein and of the 2010 Stock Plan Options (the sufficiency
whereof is hereby acknowledged by the parties),  the parties hereby agree to and
with each other as follows:

     1.   CANCELLATION OF APRIL 14, 2010 OPTIONS

          1.1  The April 14, 2010 Options  shall be  cancelled  effective on the
               date of this Agreement.

     2.   RELEASE

          2.1  Parsons,  personally and on behalf of with his attorneys,  heirs,
               executors,  administrators,  and  assigns,  does  hereby  remise,
               release  and  forever  discharge  the  Company,   its  respective
               directors,  officers,  shareholders,  employees  and agents,  and
               their respective  successors and assigns, of and from all claims,
               causes of action, suits and demands whatsoever which Parsons ever
               had, now or may have howsoever  arising out of the original grant
               and this cancellation of the April 14, 2010 Options.
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                                      -2-

     3.   COUNTERPARTS

          3.1  This Agreement may be executed in several  counterparts,  each of
               which  will be deemed  to be an  original  and all of which  will
               together constitute one and the same instrument.

     4.   ELECTRONIC MEANS

          4.1  Delivery  of an executed  copy of this  Agreement  by  electronic
               facsimile transmission or other means of electronic communication
               capable  of  producing  a  printed  copy  will  be  deemed  to be
               execution and delivery of this Agreement as of the date set forth
               on page one of this Agreement.

     5.   FURTHER ASSURANCES

     5.1  As and so often as may be  required,  the  parties  will  execute  and
          deliver all such  further  documents,  do or cause to be done all such
          further acts and things,  and give all such further  assurances  as in
          the opinion of the Company or its counsel are  necessary  or advisable
          to give full effect to the provisions and intent of this Agreement.

     6.   PROPER LAW

          6.1  This  Agreement  will be governed by and  construed in accordance
               with the law of the State of Nevada.

     7.   INDEPENDENT LEGAL ADVICE

          7.1  By  signing  this  Agreement,  Parsons  confirms  that  he  fully
               understands  this  Agreement and has obtained  independent  legal
               advice.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement.

AMERICAN PARAMOUNT GOLD CORP.


Per: /s/ Hugh Aird
    -----------------------------------------------
    Director, President and Chief Executive Officer


WAYNE PARSONS


/s/ Wayne Parsons
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