American Paramount Gold Corp. - Exhibit 10.8 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

This Consulting Agreement (this “Agreement”) is made effective
as of May 1, 2011 (the “Effective Date”), by and among Stephen Cook (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 general business, investor
relations and marketing consultant to the Company, upon the terms and conditions
set forth in this Agreement. 

      
     1.2      Term. The
term of this Agreement is from the Effective Date until October 31, 2011 (the
“Term”) and upon the expiry of the Term, the parties will have no further
obligations under this Agreement other than in respect of payment of
compensation, pursuant to s. 2.1 herein, owing up to the expiry of the Term.


        
   1.3      Duties. The
Consultant shall provide such general business management, administration,
investor relations, development and marketing consulting services (the
“Services”) as the Board of Directors and/or the CEO of the Company may
reasonably require from time to time. 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      Review of Performance. The
Consultant agrees to undergo a thorough review of its performance by the
Company’s management on a quarterly basis evaluating the Consultant’s
achievements in the following four areas: 1. funds raised through private
placements or other means; 2. liquidity (trading volume) of the Company’s
securities on the OTCBB; 3. Effectiveness of communications and investor
relations materials produced by Consultant; and 4. responsiveness to inquiries
by investors.

           
1.5      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. The Consultant agrees that the Company’s
control of information presented to its shareholders and potential shareholders
is of utmost concern to the Company and consequently, the Consultant agrees that
any breach of the condition outlined in this section 1.6 is grounds for
immediate termination of the Agreement by the Company with no further
consideration owing by the Company to the Consultant. The Company reserves all
its rights in law to seek appropriate damages against the Consultant for any
breach of this section 1.6, in addition to its right to immediately terminate
the Agreement. 




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 US$3,500 payable monthly
in arrears. 

      
     2.2      Signing
Bonus. The Company shall pay the Consultant a signing bonus of 500,000
common shares of the Company on the Effective Date. 

      
     2.3      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 Affiliates) 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 its expenses related to operation of
its office, employees, and telephone(s). 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
pre-approved expenses related to third party promotional activities.

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 do 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      Termination of
Prior Obligations. The parties hereto acknowledge and agree that that Company is
hereby released from any and all obligations to issue the Consultant options to
purchase common shares of Company not previously issued to the Consultant prior
to the Effective Date and which obligations may have arisen prior to the
Effective Date. The parties hereto further acknowledge and agree that the
Consultant is hereby released from any and all obligations to repay any monies
owed to Company, which obligations may have arisen prior the Effective Date and
Company will take all steps to cancel all written instruments evidencing such
obligations. 

       
    5.2      Termination with
Cause. This Agreement may be terminated by either party, if the other party
is in breach of its obligations under this Agreement, after the terminating
party has provided the other party thirty (60) days’ notice and opportunity to
cure and in the event of such termination, no further compensation hereunder
shall be owing to the Consultant by the Company other than the disbursements of
Consultant further to the provisions of Section 3.1. 




      
     5.3      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. 

      
     5.4      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. 

        
   5.5      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, 	Stephen Cook 
	 	  	1000 Spanish River Road #3-W
  
	 	  	Boca Raton, FL 33432 
	 	  	Attention: Steve Cook 
	 	  	email:
      scook@investorsmatrixgroup.com 







	 	If to Company: 	American Paramount Gold Corp.
  
	 	  	130 King St. West, Suite 3690
  
	 	  	Toronto ON M5X 1A9 
	 	  	  
	 	  	Attention: Hugh Aird, President
      & CEO 
	 	  	Email:
      haird@americanparamountgold.com 


 
          5.6     
Jurisdiction. This Agreement is governed by the laws of The State of
Nevada and the federal laws of the United States applicable therein. The
Consultant irrevocably attorns to the jurisdiction of the courts of the State of
Florida. 

      
     5.7     
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. 

      
     5.8      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.


Stephen Cook 


___________________________________


American Paramount Gold Corp. 

Per: Hugh Aird, President & CEO

___________________________________