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
<PAGE>
          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

                                       2
<PAGE>
                  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:

                                       3
<PAGE>
     (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

                                       4
<PAGE>
     (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)

                                       5
<PAGE>
IN WITNESS WHEREOF the parties have hereunto set their hands effective as of the
date first above written.

AMERICAN PARAMOUNT GOLD CORP.


Per:
    --------------------------------------------
    Authorized Signatory

MONACO CAPITAL INC.


Per:
    --------------------------------------------
    Authorized Signatory

                                       6
<PAGE>
                                   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.


                                         ---------------------------------------
DATED: _____________, 2010               Signature


                                         ---------------------------------------
                                         Print Name:
                                         Authorized Signatory

                                       7