Exhibit 10.2

                             STOCK OPTION AGREEMENT

                          AMERICAN PARAMOUNT GOLD CORP.

THIS AGREEMENT is entered into as of the ____ day of  ______________,  2010 (the
"Date of Grant")

BETWEEN:
          AMERICAN PARAMOUNT GOLD CORP., a company incorporated pursuant to the
          laws of the State of Nevada

          (the "Company")

AND:
          __________________, of ________________________________

          (the "Optionee")

WHEREAS:

A. The Board of Directors of the Company (the  "Board") has approved and adopted
the 2010  Stock  Option  Plan  (the  "Plan"),  pursuant  to which  the  Board is
authorized  to grant to employees  and other  selected  persons stock options to
purchase common shares of the Company (the "Common Stock");

B. The Plan  provides  for the  granting  of stock  options  that either (i) are
intended to qualify as "Incentive  Stock Options"  within the meaning of Section
422 of the Internal  Revenue Code of 1986, as amended (the  "Code"),  or (ii) do
not qualify under Section 422 of the Code ("Non-Qualified Stock Options"); and

C. The Board has  authorized  the grant to the Optionee of options to purchase a
total of ___________  shares of Common Stock (the "Options"),  which Options are
intended to be (select one):

     [ ] Incentive Stock Options;
     [ ] on Qualified Stock Options

NOW  THEREFORE,  the  Company  agrees  to offer to the  Optionee  the  option to
purchase,  upon the  terms and  conditions  set  forth  herein  and in the Plan,
_____________  shares of Common Stock.  Capitalized  terms not otherwise defined
herein shall have the meanings ascribed thereto in the Plan.

1. Exercise  Price.  The exercise price of the options shall be US $________ per
share.
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2.  Limitation  on the  Number of  Shares.  If the  Options  granted  hereby are
Incentive  Stock  Options,  the  number of shares  which  may be  acquired  upon
exercise  thereof is subject to the  limitations set forth in Section 5.1 of the
Plan.

3. Vesting Schedule. The Options shall vest in accordance with Exhibit A.

4.  Options not  Transferable.  The Options  may not be  transferred,  assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable  laws of descent and  distribution  or, in the
case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations
order,  and shall not be subject to execution,  attachment  or similar  process;
PROVIDED,  HOWEVER,  that if the Options represent a Non-Qualified Stock Option,
such Option is transferable without payment of consideration to immediate family
members of the Optionee or to trusts or partnerships established exclusively for
the benefit of the Optionee and Optionee's  immediate  family members.  Upon any
attempt to transfer,  pledge,  hypothecate or otherwise dispose of any Option or
of any right or  privilege  conferred  by the Plan  contrary  to the  provisions
thereof, or upon the sale, levy or attachment or similar process upon the rights
and privileges  conferred by the Plan, such Option shall thereupon terminate and
become null and void.

5.  Investment  Intent.  By accepting the Options,  the Optionee  represents and
agrees that none of the shares of Common Stock  purchased  upon  exercise of the
Options will be  distributed  in violation of applicable  federal and state laws
and  regulations.  In  addition,  the Company  may  require,  as a condition  of
exercising the Options, that the Optionee execute an undertaking, in such a form
as the Company shall reasonably specify,  that the Stock is being purchased only
for investment and without any then-present intention to sell or distribute such
shares.

6. Termination of Employment and Options. Vested Options shall terminate, to the
extent  not  previously  exercised,  upon  the  occurrence  of the  first of the
following events:

     (a)  Expiration. Five (5) years from the Date of Grant.

     (b)  Termination for Cause.  The date of the first discovery by the Company
          of any reason  for the  termination  of an  Optionee's  employment  or
          contractual  relationship  with the Company or any related company for
          cause   (as   determined   in  the   sole   discretion   of  the  Plan
          Administrator),  and, if an Optionee's employment is suspended pending
          any  investigation  by  the  Company  as  to  whether  the  Optionee's
          employment should be terminated for cause, the Optionee's rights under
          this  Agreement  and the Plan shall  likewise be suspended  during the
          period of any such investigation.

     (c)  Termination Due to Death or Disability. The expiration of one (1) year
          from  the  date  of the  death  of the  Optionee  or  cessation  of an
          Optionee's  employment  or  contractual   relationship  by  reason  of
          disability  (as  defined  in  Section  5.1(g)  of  the  Plan).  If  an
          Optionee's  employment or  contractual  relationship  is terminated by
          death,  any Option held by the Optionee shall be  exercisable  only by
          the person or persons to whom such Optionee's rights under such Option
          shall  pass by the  Optionee's  will or by the  laws  of  descent  and
          distribution.

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     (d)  Termination  for Any Other Reason.  The expiration of three (3) months
          from  the  date  of  an  Optionee's   termination   of  employment  or
          contractual  relationship with the Company or any Related  Corporation
          for any  reason  whatsoever  other  than  termination  of service as a
          director,  cause, death or Disability (as defined in Section 5.1(g) of
          the Plan).

Each unvested Option granted  pursuant hereto shall terminate  immediately  upon
termination of the Optionee's  employment or contractual  relationship  with the
Company  for any  reason  whatsoever,  including  Disability  unless  vesting is
accelerated in accordance with Section 5.1(f) of the Plan.

7. Stock.  In the case of any stock split,  stock dividend or like change in the
nature of shares of Stock  covered by this  Agreement,  the number of shares and
exercise price shall be proportionately  adjusted as set forth in Section 5.1(m)
of the Plan.

8. Exercise of Option. Options shall be exercisable,  in full or in part, at any
time after vesting, until termination;  PROVIDED, HOWEVER, that any Optionee who
is  subject  to the  reporting  and  liability  provisions  of Section 16 of the
SECURITIES  EXCHANGE  ACT of 1934 with  respect  to the  Common  Stock  shall be
precluded  from  selling  or  transferring  any Common  Stock or other  security
underlying an Option during the six (6) months  immediately  following the grant
of that Option. If less than all of the shares included in the vested portion of
any Option are purchased,  the remainder may be purchased at any subsequent time
prior to the  expiration  of the Option term.  No portion of any Option for less
than fifty (50) shares (as adjusted  pursuant to Section 5.1(m) of the Plan) may
be exercised;  provided,  that if the vested  portion of any Option is less than
fifty (50) shares,  it may be exercised  with respect to all shares for which it
is vested.  Only whole  shares may be issued  pursuant to an Option,  and to the
extent that an Option covers less than one (1) share, it is unexercisable.

Each  exercise  of the  Option  shall  be by means of  delivery  of a notice  of
election to exercise  (which may be in the form attached hereto as Exhibit B) to
the President of the Company at its principal  executive office,  specifying the
number of shares of Common Stock to be purchased and  accompanied  by payment in
cash by certified  check or cashier's  check in the amount of the full  exercise
price for the Common  Stock to be  purchased.  In addition to payment in cash by
certified  check or cashier's  check, an Optionee or transferee of an Option may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:

     (a)  by delivering to the Company shares of Common Stock previously held by
          such person,  duly  endorsed  for  transfer to the Company,  or by the
          Company  withholding  shares of  Common  Stock  otherwise  deliverable
          pursuant  to  exercise of the  Option,  which  shares of Common  Stock
          received  or withheld  shall have a fair  market  value at the date of
          exercise  (as  determined  by the  Plan  Administrator)  equal  to the
          aggregate  purchase  price  to be  paid  by  the  Optionee  upon  such
          exercise; or

     (b)  by complying  with any other  payment  mechanism  approved by the Plan
          Administrator at the time of exercise.

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<PAGE>
It is a condition  precedent  to the issuance of shares of Common Stock that the
Optionee  execute  and/or  deliver to the Company all documents and  withholding
taxes required in accordance with Section 5.1 of the Plan.

9.  Holding  period  for  Incentive  Stock  Options.  In order to obtain the tax
treatment  provided for Incentive  Stock Options by Section 422 of the Code, the
shares of Common Stock  received upon  exercising  any  Incentive  Stock Options
received  pursuant to this Agreement must be sold, if at all, after a date which
is later of two (2) years from the date of this agreement is entered into or one
(1) year from the date upon which the Options are exercised. The Optionee agrees
to report  sales of shares  prior to the above  determined  date to the  Company
within one (1) business  day after such sale is  concluded.  The  Optionee  also
agrees to pay to the Company,  within five (5) business  days after such sale is
concluded,  the amount  necessary  for the  Company to satisfy  its  withholding
requirement  required by the Code in the manner  specified in Section  5.1(l) of
the Plan. Nothing in this Section 9 is intended as a representation  that Common
Stock may be sold without  registration  under state and federal securities laws
or an  exemption  therefrom  or that  such  registration  or  exemption  will be
available at any specified time.

10.  Resale  restrictions  may apply.  Any resale of the shares of Common  Stock
received  upon  exercising  any Options  will be subject to resale  restrictions
contained in the securities legislation applicable to the Optionee. The Optionee
acknowledges and agrees that the Optionee is solely responsible (and the Company
is  not  in  any  way  responsible)   for  compliance  with  applicable   resale
restrictions.

11.  Subject to 2010 Stock Option Plan.  The terms of the Options are subject to
the  provisions of the Plan,  as the same may from time to time be amended,  and
any inconsistencies between this Agreement and the Plan, as the same may be from
time to time amended, shall be governed by the provisions of the Plan, a copy of
which has been delivered to the Optionee,  and which is available for inspection
at the principal offices of the Company.

12.  Professional  Advice.  The acceptance of the Options and the sale of Common
Stock  issued  pursuant to the exercise of Options may have  consequences  under
federal  and state tax and  securities  laws which may vary  depending  upon the
individual circumstances of the Optionee. Accordingly, the Optionee acknowledges
that he or she has been  advised to consult  his or her  personal  legal and tax
advisor in connection  with this  Agreement and his or her dealings with respect
to Options.  Without limiting other matters to be considered with the assistance
of the Optionee's  professional  advisors,  the Optionee  should  consider:  (a)
whether upon the exercise of Options,  the Optionee  will file an election  with
the  Internal  Revenue  Service  pursuant  to Section  83(b) of the Code and the
implications of alternative minimum tax pursuant to the Code; (b) the merits and
risks of an investment  in the  underlying  shares of Common Stock;  and (c) any
resale restrictions that might apply under applicable securities laws.

13. No  Employment  Relationship.  Whether or not any  Options are to be granted
under  this  Plan  shall  be  exclusively  within  the  discretion  of the  Plan
Administrator,  and nothing  contained in this Plan shall be construed as giving
any person  any right to  participate  under  this Plan.  The grant of an Option
shall in no way constitute any form of agreement or understanding binding on the
Company or any  Related  Company,  express or  implied,  that the Company or any
Related  Company  will employ or contract  with an  Optionee,  for any length of
time, nor shall it interfere in any way with the Company's or, where applicable,

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<PAGE>
a Related Company's right to terminate Optionee's  employment at any time, which
right is hereby reserved.

14. Entire Agreement.  This Agreement is the only agreement between the Optionee
and the Company  with respect to the Options,  and this  Agreement  and the Plan
supersede  all  prior  and  contemporaneous  oral  and  written  statements  and
representations  and contain  the entire  agreement  between  the  parties  with
respect to the Options.

15.  Notices.  Any notice  required or permitted  to be made or given  hereunder
shall be mailed or delivered  personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

     The Company:
                     American Paramount Gold Corp.
                     50 West Liberty Street, Suite 880, Reno, NV  89501
                     Attention: President

     With a copy to:
                     Macdonald Tuskey
                     Corporate and Securities Lawyers
                     Suite 1210 - 777 Hornby Street
                     Vancouver, British Columbia V6Z 1S4
                     Attention: William Macdonald

     The Optionee:
                     -------------------------------

                     -------------------------------

                     -------------------------------

                     -------------------------------

AMERICAN PARAMOUNT GOLD CORP.


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


     ----------------------------------------------
     [Insert Optionee Name]

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<PAGE>
                                    EXHIBIT A

                               TERMS OF THE OPTION

Name of the Optionee: *
                      -------------------------------------
Date of Grant: *
               --------------------------------------------

Designation: Incentive Stock Options

1.   Number of Options granted: *     stock options
                               ------
2.   Purchase Price: $ *     per share
                      ------
3.   Vesting Dates: *
                    ---------------------------------------
4.   Expiration Date: *
                      -------------------------------------

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<PAGE>
                                    EXHIBIT B

To:
     American Paramount Gold Corp.
     50 West Liberty Street, Suite 880, Reno, NV  89501
     Attention: President

                         NOTICE OF ELECTION TO EXERCISE

This Notice of Election to Exercise shall  constitute  proper notice pursuant to
Section  5.1(h) of American  Paramount Gold Corp.'s (the  "Company")  2010 Stock
Option Plan (the  "Plan") and Section 8 of that certain  Stock Option  Agreement
(the  "Agreement")  dated as of the _____ day of _____________ , 20___,  between
the Company and the undersigned.

The  undersigned  hereby  elects  to  exercise  Optionee's  option  to  purchase
______________  shares  of  the  common  stock  of the  Company  at a  price  of
US$______________ per share, for aggregate  consideration of US$______________ ,
on the  terms  and  conditions  set forth in the  Agreement  and the Plan.  Such
aggregate  consideration,  in the form  specified in Section 8 of the Agreement,
accompanies this notice.

The  Optionee  hereby  directs  the Company to issue,  register  and deliver the
certificates representing the shares as follows:

Registration Information:               Delivery Instructions:


-----------------------------------     ----------------------------------------
Name to appear on certificates          Name


-----------------------------------     ----------------------------------------
Address                                 Address

-----------------------------------     ----------------------------------------


-----------------------------------     ----------------------------------------
                                        Telephone Number


DATED at ______________________, the  day of ________________________, 20___.


                                       -----------------------------------------
                                       (Name of Optionee - Please type or print)

                                       -----------------------------------------
                                       (Signature and, if applicable, Office)

                                       -----------------------------------------
                                       (Address of Optionee)

                                       -----------------------------------------
                                       (City, State, and Zip Code of Optionee)


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