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)
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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.
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                                   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
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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.
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     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