Exhibit 10.1

                          AMERICAN PARAMOUNT GOLD CORP.
                             2010 STOCK OPTION PLAN

     This 2010 Stock Option Plan (the "Plan")  provides for the grant of options
to acquire  common  shares  (the  "Common  Shares")  in the  capital of American
Paramount Gold Corp., a corporation formed under the laws of the State of Nevada
(the  "Corporation").  Stock options  granted under this Plan that qualify under
Section 422 of the Internal  Revenue  Code of 1986,  as amended (the "Code") are
referred to in this Plan as "Incentive  Stock Options" and stock options that do
not  qualify  under  Section 422 of the Code are  referred to as  "Non-Qualified
Stock Options".  Incentive Stock Options and Non-Qualified Stock Options granted
under this Plan are collectively referred to as "Options".

1. PURPOSE

1.1 The purpose of this Plan is to retain the  services of valued key  employees
and  consultants  of  the  Corporation  and  such  other  persons  as  the  Plan
Administrator  shall select in accordance with Section 3 below, and to encourage
such  persons  to acquire a greater  proprietary  interest  in the  Corporation,
thereby   strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders  of the  Corporation,  and to serve as an aid and inducement in the
hiring of new employees and to provide an equity  incentive to  consultants  and
other  persons  selected by the Plan  Administrator.  1.2 This Plan shall at all
times be subject to all legal  requirements  relating to the  administration  of
stock option plans, if any, under applicable  corporate laws,  applicable United
States federal and state  securities laws, the Code, the rules of any applicable
stock  exchange  or  stock  quotation  system,  and  the  rules  of any  foreign
jurisdiction  applicable to Options granted to residents therein  (collectively,
the "Applicable Laws").

2. ADMINISTRATION

2.1 This Plan shall be  administered  initially by the Board of Directors of the
Corporation  (the  "Board"),  except  that the  Board  may,  in its  discretion,
establish  a committee  composed of two (2) or more  members of the Board or two
(2) or  more  other  persons  to  administer  the  Plan,  which  committee  (the
"Committee") may be an executive,  compensation or other committee,  including a
separate  committee  especially  created  for this  purpose.  The  Board  or, if
applicable, the Committee is referred to herein as the "Plan Administrator".

2.2 If and so long as the Common  Stock is  registered  under  Section  12(b) or
12(g) of the SECURITIES  EXCHANGE ACT of 1934, as amended (the  "Exchange  Act")
and the  Corporation  wishes to grant  Incentive  Stock Options,  then the Board
shall  consider in selecting the Plan  Administrator  and the  membership of any
Committee,  with respect to any persons  subject or likely to become  subject to
Section 16 of the Exchange Act, the provisions regarding (a) "outside directors"
as contemplated by Section 162(m) of the Code, and (b) "Non-Employee  Directors"
as contemplated by Rule 16b-3 under the Exchange Act.

2.3 The  Committee  shall  have the  powers  and  authority  vested in the Board
hereunder  (including  the power and authority to interpret any provision of the
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Plan or of any  Option).  The members of any such  Committee  shall serve at the
pleasure  of the  Board.  A  majority  of the  members  of the  Committee  shall
constitute  a  quorum,  and all  actions  of the  Committee  shall be taken by a
majority of the members present. Any action may be taken by a written instrument
signed by all of the members of the  Committee  and any action so taken shall be
fully effective as if it had been taken at a meeting.

2.4 Subject to the provisions of this Plan and any  Applicable  Laws, and with a
view to effecting  the purpose of the Plan,  the Plan  Administrator  shall have
sole authority, in its absolute discretion, to:

     (a)  construe and interpret this Plan;

     (b)  define the terms used in the Plan;

     (c)  prescribe,  amend and  rescind the rules and  regulations  relating to
          this Plan;

     (d)  correct any defect, supply any omission or reconcile any inconsistency
          in this Plan;

     (e)  grant Options under this Plan;

     (f)  determine the  individuals to whom Options shall be granted under this
          Plan and whether the Option is granted as an Incentive Stock Option or
          a Non-Qualified Stock Option;

     (g)  determine  the time or times at which  Options  shall be granted under
          this Plan;

     (h)  determine  the number of Common  Shares  subject to each  Option,  the
          exercise  price of each  Option,  the  duration of each Option and the
          times at which each Option shall become exercisable;

     (i)  determine all other terms and conditions of the Options; and

     (j)  make  all  other  determinations  and  interpretations  necessary  and
          advisable for the administration of the Plan.

2.5  All  decisions,   determinations  and  interpretations  made  by  the  Plan
Administrator  shall be binding and conclusive on all  participants  in the Plan
and on their legal representatives, heirs and beneficiaries.

3. ELIGIBILITY

3.1 Incentive  Stock Options may be granted to any  individual  who, at the time
the  Option  is  granted,  is an  employee  of the  Corporation  or any  Related
Corporation (as defined below) ("Employees").

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3.2  Non-Qualified  Stock  Options may be granted to Employees and to such other
persons who are not Employees as the Plan Administrator shall select, subject to
any Applicable Laws.

3.3 Options may be granted in substitution  for  outstanding  Options of another
corporation  in  connection  with  the  merger,  consolidation,  acquisition  of
property or stock or other reorganization between such other corporation and the
Corporation or any subsidiary of the Corporation. Options also may be granted in
exchange for outstanding Options.

3.4 Any person to whom an Option is granted under this Plan is referred to as an
"Optionee".  Any  person  who is the  owner of an  Option  is  referred  to as a
"Holder".

3.5 As used in  this  Plan,  the  term  "Related  Corporation"  shall  mean  any
corporation  (other than the Corporation) that is a "Parent  Corporation" of the
Corporation or "Subsidiary  Corporation" of the Corporation,  as those terms are
defined  in  Sections  424(e)  and  424(f),  respectively,  of the  Code (or any
successor  provisions) and the  regulations  thereunder (as amended from time to
time).

4. STOCK

4.1 The Plan  Administrator  is  authorized  to grant Options to acquire up to a
total of  6,500,000  shares.  The number of Common  Shares with respect to which
Options  may be  granted  hereunder  is subject  to  adjustment  as set forth in
Section 5.1(m) hereof.  In the event that any  outstanding  Option expires or is
terminated  for any  reason,  the Common  Shares  allocable  to the  unexercised
portion of such  Option  may again be  subject to an Option  granted to the same
Optionee  or to a  different  person  eligible  under  Section  3 of this  Plan;
provided however, that any cancelled Options will be counted against the maximum
number of shares with respect to which Options may be granted to any  particular
person as set forth in Section 3 hereof.

5. TERMS AND CONDITIONS OF OPTIONS

5.1 Each  Option  granted  under  this  Plan  shall be  evidenced  by a  written
agreement approved by the Plan Administrator (each, an "Agreement").  Agreements
may contain such provisions,  not inconsistent  with this Plan or any Applicable
Laws,  as the Plan  Administrator  in its  discretion  may deem  advisable.  All
Options also shall comply with the following requirements:

     (a)  Number of Shares and Type of Option

     Each Agreement shall state the number of Common Shares to which it pertains
     and whether the Option is intended  to be an  Incentive  Stock  Option or a
     Non-Qualified Stock Option; PROVIDED THAT:

          (i)  the number of Common Shares that may be reserved  pursuant to the
               exercise of Options  granted to any person shall not exceed 5% of
               the issued and outstanding Common Shares of the Corporation;

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          (ii) in  the   absence  of  action  to  the   contrary   by  the  Plan
               Administrator  in  connection  with the grant of an  Option,  all
               Options shall be Non-Qualified Stock Options;

          (iii)the  aggregate  fair  market  value  (determined  at the  Date of
               Grant,  as defined  below) of the Common  Shares with  respect to
               which  Incentive Stock Options are exercisable for the first time
               by the Optionee during any calendar year (granted under this Plan
               and all other Incentive Stock Option plans of the Corporation,  a
               Related  Corporation  or a  predecessor  corporation)  shall  not
               exceed U.S.$100,000,  or such other limit as may be prescribed by
               the Code as it may be  amended  from  time to time  (the  "Annual
               Limit"); and

          (iv) any portion of an Option which exceeds the Annual Limit shall not
               be void but rather shall be a Non-Qualified Stock Option.

     (b)  Date of Grant

     Each Agreement shall state the date the Plan Administrator has deemed to be
     the  effective  date of the Option for  purposes of this Plan (the "Date of
     Grant").

     (c)  Option Price

     Each  Agreement  shall  state  the price  per  Common  Share at which it is
     exercisable.  The Plan  Administrator  shall act in good faith to establish
     the exercise price in accordance with Applicable Laws; PROVIDED that:

          (i)  the per share exercise price for an Incentive Stock Option or any
               Option  granted to a "covered  employee"  as such term is defined
               for purposes of Section 162(m) of the Code shall not be less than
               the fair  market  value per Common  Share at the Date of Grant as
               determined by the Plan Administrator in good faith;

          (ii) with   respect   to   Incentive    Stock   Options   granted   to
               greater-than-ten  percent (>10%)  shareholders of the Corporation
               (as determined with reference to Section 424(d) of the Code), the
               exercise  price per share  shall not be less than one hundred ten
               percent  (110%) of the fair market  value per Common Share at the
               Date of Grant as  determined  by the Plan  Administrator  in good
               faith; and

          (iii)Options  granted  in  substitution  for  outstanding  options  of
               another corporation in connection with the merger, consolidation,
               acquisition   of  property  or  stock  or  other   reorganization
               involving  such  other  corporation  and the  Corporation  or any
               subsidiary  of the  Corporation  may be granted  with an exercise
               price equal to the exercise price for the  substituted  option of
               the other corporation,  subject to any adjustment consistent with
               the terms of the transaction  pursuant to which the  substitution
               is to occur.

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     (d)  Duration of Options

     At the  time of the  grant of the  Option,  the  Plan  Administrator  shall
     designate,  subject to Section  5.1(g) below,  the  expiration  date of the
     Option,  which date shall not be later than five (5) years from the Date of
     Grant;  PROVIDED,  that the expiration  date of any Incentive  Stock Option
     granted to a greater-than-ten percent (>10%) shareholder of the Corporation
     (as  determined  with reference to Section 424(d) of the Code) shall not be
     later than five (5) years from the Date of Grant.  In the absence of action
     to the contrary by the Plan Administrator in connection with the grant of a
     particular  Option,  and except in the case of Incentive  Stock  Options as
     described above, all Options granted under this Section 5 shall expire five
     (5) years from the Date of Grant.

     (e)  Vesting Schedule

     No Option shall be exercisable  until it has vested.  The vesting  schedule
     for each Option shall be specified by the Plan Administrator at the time of
     grant of the Option  prior to the  provision  of services  with  respect to
     which such Option is granted.

     The Plan  Administrator  may  specify  a  vesting  schedule  for all or any
     portion of an Option based on the  achievement  of  performance  objectives
     established  in advance of the  commencement  by the  Optionee  of services
     related  to the  achievement  of the  performance  objectives.  Performance
     objectives shall be expressed in terms of objective criteria, including but
     not limited to, one or more of the following:  return on equity,  return on
     assets,  share price, market share,  sales,  earnings per share, costs, net
     earnings, net worth, inventories,  cash and cash equivalents,  gross margin
     or the  Corporation's  performance  relative to its internal business plan.
     Performance  objectives  may  be in  respect  of  the  performance  of  the
     Corporation as a whole (whether on a consolidated or unconsolidated basis),
     a Related Corporation, or a subdivision, operating unit, product or product
     line of either of the foregoing.  Performance objectives may be absolute or
     relative  and may be  expressed in terms of a  progression  or a range.  An
     Option that is exercisable (in full or in part) upon the achievement of one
     or more  performance  objectives may be exercised  only  following  written
     notice to the Optionee and the Corporation by the Plan  Administrator  that
     the performance objective has been achieved.

     (f)  Acceleration of Vesting

     The vesting of one or more  outstanding  Options may be  accelerated by the
     Plan  Administrator at such times and in such amounts as it shall determine
     in its sole discretion.

     (g)  Term of Option

          (i)  Vested  Options  shall  terminate,  to the extent not  previously
               exercised,  upon the  occurrence  of the  first of the  following
               events:

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               A.   the  expiration  of the Option,  as  designated  by the Plan
                    Administrator in accordance with Section 5.1(d) above;

               B.   the  date of an  Optionee's  termination  of  employment  or
                    contractual relationship with the Corporation or any Related
                    Corporation   for   cause   (as   determined   by  the  Plan
                    Administrator, acting reasonably);

               C.   the  expiration  of  three  (3)  months  from the date of an
                    Optionee's   termination   of  employment   or   contractual
                    relationship with the Corporation or any Related Corporation
                    for  any  reason  whatsoever  other  than  cause,  death  or
                    Disability  (as  defined  below)  unless,  in the  case of a
                    Non-Qualified  Stock Option, the exercise period is extended
                    by the Plan  Administrator  until a date not later  than the
                    expiration date of the Option; or

               D.   the  expiration  of one  year  (1)  from  termination  of an
                    Optionee's employment or contractual  relationship by reason
                    of death or Disability  (as defined  below)  unless,  in the
                    case of a Non-Qualified Stock Option, the exercise period is
                    extended  by the Plan  Administrator  until a date not later
                    than the expiration date of the Option.

          (ii) Notwithstanding Section 5.1(g)(i) above, any vested Options which
               have been granted to the Optionee in the Optionee's capacity as a
               director  of the  Corporation  or any Related  Corporation  shall
               terminate  upon the  occurrence  of the  first  of the  following
               events:

               A.   the event specified in Section 5.1(g)(i)A above;

               B.   the event specified in Section 5.1(g)(i)D above; and

               C.   the  expiration  of  three  (3)  months  from  the  date the
                    Optionee ceases to serve as a director of the Corporation or
                    Related Corporation,  as the case may be unless, in the case
                    of a  Non-Qualified  Stock  Option,  the exercise  period is
                    extended  by the Plan  Administrator  until a date not later
                    than the expiration date of the Option.

          (iii)Upon the death of an  Optionee,  any vested  Options  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 of the
               Optionee's  domicile  at the time of death  and only  until  such
               Options terminate as provided above.

          (iv) For  purposes  of  the  Plan,  unless  otherwise  defined  in the
               Agreement,   "Disability"   shall  mean  medically   determinable
               physical or mental impairment which has lasted or can be expected
               to last for a  continuous  period  of not less than  twelve  (12)

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               months or that can be  expected  to  result  in  death.  The Plan
               Administrator  shall determine whether an Optionee has incurred a
               Disability  on the basis of medical  evidence  acceptable  to the
               Plan  Administrator.  Upon making a determination  of Disability,
               the Plan Administrator shall, for purposes of the Plan, determine
               the  date  of  an   Optionee's   termination   of  employment  or
               contractual relationship.

          (v)  Unless  accelerated  in  accordance  with Section  5.1(f)  above,
               unvested Options shall terminate  immediately upon termination of
               employment  of the  Optionee  by the  Corporation  for any reason
               whatsoever, including death or Disability.

          (vi) For  purposes  of this Plan,  transfer of  employment  between or
               among the Corporation and/or any Related Corporation shall not be
               deemed  to  constitute  a  termination  of  employment  with  the
               Corporation  or any  Related  Corporation.  Employment  shall  be
               deemed to continue while the Optionee is on military leave,  sick
               leave or other BONA FIDE leave of absence (as  determined  by the
               Plan Administrator).  The foregoing  notwithstanding,  employment
               shall not be deemed to continue beyond the first ninety (90) days
               of such leave,  unless the  Optionee's  re-employment  rights are
               guaranteed by statute or by contract.

     (h)  Exercise of Options

          (i)  Options  shall be  exercisable,  in full or in part,  at any time
               after vesting, until termination.  If less than all of the Common
               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.  Only whole Common
               Shares may be issued  pursuant  to an  Option,  and to the extent
               that  an  Option   covers   less  than  one  (1)  share,   it  is
               unexercisable.

          (ii) Options or portions  thereof may be exercised  by giving  written
               notice to the Corporation,  which notice shall specify the number
               of Common Shares to be purchased,  and be  accompanied by payment
               in the  amount of the  aggregate  exercise  price for the  Common
               Shares so purchased, which payment shall be in the form specified
               in Section 5.1(i) below.  The Corporation  shall not be obligated
               to issue,  transfer or deliver a certificate  representing Common
               Shares to the Holder of any Option, until provision has been made
               by the Holder,  to the satisfaction of the  Corporation,  for the
               payment of the aggregate exercise price for all Common Shares for
               which the Option shall have been  exercised and for  satisfaction
               of any tax withholding obligations associated with such exercise.
               During the lifetime of an Optionee,  Options are exercisable only
               by the Optionee.

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     (i)  Payment upon Exercise of Option

          Upon the exercise of any Option, the aggregate exercise price shall be
          paid to the Corporation in cash or by certified or cashier's check. In
          addition, if pre-approved in writing by the Plan Administrator who may
          arbitrarily  withhold  consent,  the  Holder  may  pay  for all or any
          portion of the aggregate  exercise price by complying with one or more
          of the following alternatives:

          (i)  by delivering a properly  executed  exercise notice together with
               irrevocable instructions to a broker promptly to sell or margin a
               sufficient  portion of the Common Shares and deliver  directly to
               the Corporation the amount of sale or margin loan proceeds to pay
               the exercise price; or

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

     (j)  No Rights as a Shareholder

          A Holder shall have no rights as a shareholder of the Corporation with
          respect to any Common  Shares  covered by an Option  until such Holder
          becomes a record holder of such Common Shares, irrespective of whether
          such Holder has given notice of exercise. Subject to the provisions of
          Section  5.1(m)  hereof,  no rights  shall  accrue to a Holder  and no
          adjustments  shall  be made  on  account  of  dividends  (ordinary  or
          extraordinary,  whether  in cash,  securities  or other  property)  or
          distributions  or other rights  declared on, or created in, the Common
          Shares  for  which  the  record  date is prior to the date the  Holder
          becomes a record  holder of the Common  Shares  covered by the Option,
          irrespective of whether such Holder has given notice of exercise.

     (k)  Non-transferability of Options

          Options  granted  under  this  Plan  and  the  rights  and  privileges
          conferred by this Plan 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,
          and shall not be subject to execution,  attachment or similar process.
          Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
          dispose of any Option or of any right or  privilege  conferred by this
          Plan contrary to the provisions  hereof, or upon the sale, levy or any
          attachment or similar process upon the rights and privileges conferred
          by this Plan,  such Option shall  thereupon  terminate and become null
          and void.

     (l)  Securities Regulation and Tax Withholding

          (i)  Common  Shares  shall not be  issued  with  respect  to an Option
               unless the  exercise of such Option and the issuance and delivery
               of such Common Shares shall comply with all Applicable  Laws, and
               such issuance shall be further subject to the approval of counsel

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               for the Corporation  with respect to such  compliance,  including
               the availability of an exemption from prospectus and registration
               requirements for the issuance and sale of such Common Shares. The
               inability of the  Corporation to obtain from any regulatory  body
               the authority  deemed by the  Corporation to be necessary for the
               lawful issuance and sale of any Common Shares under this Plan, or
               the   unavailability   of  an  exemption   from   prospectus  and
               registration requirements for the issuance and sale of any Common
               Shares  under this Plan,  shall  relieve the  Corporation  of any
               liability with respect to the non-issuance or sale of such Common
               Shares.

          (ii) As  a  condition  to  the   exercise  of  an  Option,   the  Plan
               Administrator  may require the Holder to represent and warrant in
               writing at the time of such  exercise  that the Common Shares are
               being purchased only for investment and without any  then-present
               intention to sell or distribute such Common Shares.  If necessary
               under  Applicable  Laws,  the  Plan  Administrator  may  cause  a
               stop-transfer  order  against such Common  Shares to be placed on
               the stock  books and  records  of the  Corporation,  and a legend
               indicating  that the Common  Shares may not be  pledged,  sold or
               otherwise  transferred  unless an opinion of counsel is  provided
               stating that such transfer is not in violation of any  Applicable
               Laws, may be stamped on the certificates representing such Common
               Shares in order to assure an  exemption  from  registration.  The
               Plan Administrator  also may require such other  documentation as
               may from  time to time be  necessary  to comply  with  applicable
               securities  laws. THE  CORPORATION HAS NO OBLIGATION TO UNDERTAKE
               REGISTRATION  OF OPTIONS OR THE COMMON  SHARES  ISSUABLE UPON THE
               EXERCISE OF OPTIONS.

          (iii)The  Holder  shall  pay  to  the   Corporation  by  certified  or
               cashier's  check,  promptly  upon  exercise  of an Option  or, if
               later,  the date  that the  amount  of such  obligations  becomes
               determinable,  all applicable  federal,  state, local and foreign
               withholding taxes that the Plan Administrator, in its discretion,
               determines  to  result  upon  exercise  of an  Option  or  from a
               transfer or other  disposition  of Common  Shares  acquired  upon
               exercise of an Option or otherwise related to an Option or Common
               Shares  acquired in connection  with an Option.  Upon approval of
               the Plan  Administrator,  a Holder may satisfy such obligation by
               complying with one or more of the following alternatives selected
               by the Plan Administrator:

               A.   by delivering to the  Corporation  Common Shares  previously
                    held by such Holder or by the Corporation withholding Common
                    Shares otherwise deliverable pursuant to the exercise of the
                    Option,  which Common Shares received or withheld shall have
                    a fair market value at the date of exercise  (as  determined
                    by the  Plan  Administrator)  equal to any  withholding  tax
                    obligations  arising as a result of such exercise,  transfer
                    or other disposition; or

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               B.   by complying  with any other payment  mechanism  approved by
                    the Plan Administrator from time to time.

          (iv) The issuance,  transfer or delivery of certificates  representing
               Common Shares pursuant to the exercise of Options may be delayed,
               at the  discretion  of the  Plan  Administrator,  until  the Plan
               Administrator  is satisfied that the applicable  requirements  of
               all Applicable  Laws and the  withholding  provisions of the Code
               have been met and that the Holder has paid or otherwise satisfied
               any   withholding   tax   obligation   as  described  in  Section
               5.1(l)(iii) above.

     (m)  Adjustments Upon Changes In Capitalization

          (i)  The aggregate number and class of shares for which Options may be
               granted under this Plan,  the number and class of shares  covered
               by each  outstanding  Option,  and the  exercise  price per share
               thereof (but not the total  price),  and each such Option,  shall
               all be  proportionately  adjusted for any increase or decrease in
               the number of issued Common Shares of the  Corporation  resulting
               from:

               A.   a subdivision or  consolidation of Common Shares or any like
                    capital adjustment, or

               B.   the   issuance   of  any  Common   Shares,   or   securities
                    exchangeable for or convertible  into Common Shares,  to the
                    holders  of all  or  substantially  all  of the  outstanding
                    Common  Shares by way of a stock  dividend  (other  than the
                    issue of Common Shares,  or securities  exchangeable  for or
                    convertible into Common Shares,  to holders of Common Shares
                    pursuant to their  exercise of options to receive  dividends
                    in the form of Common Shares, or securities convertible into
                    Common  Shares,  in lieu of  dividends  paid in the ordinary
                    course on the Common Shares).

          (ii) Except as provided in Section  5.1(m)(iii)  hereof, upon a merger
               (other than a merger of the  Corporation  in which the holders of
               Common  Shares  immediately  prior  to the  merger  have the same
               proportionate   ownership  of  common  shares  in  the  surviving
               corporation   immediately   after  the  merger),   consolidation,
               acquisition  of  property  or stock,  separation,  reorganization
               (other than a mere  re-incorporation or the creation of a holding
               Corporation)  or liquidation of the  Corporation,  as a result of
               which the shareholders of the Corporation,  receive cash,  shares
               or other  property in exchange  for or in  connection  with their
               Common Shares, any Option granted hereunder shall terminate,  but
               the Holder shall have the right to exercise such Holder's  Option
               immediately prior to any such merger, consolidation,  acquisition
               of property or shares, separation, reorganization or liquidation,
               and to be treated  as a  shareholder  of record for the  purposes

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               thereof, to the extent the vesting  requirements set forth in the
               Option agreement have been satisfied.

          (iii)If the  shareholders  of the  Corporation  receive  shares in the
               capital of another  corporation  ("Exchange  Shares") in exchange
               for their  Common  Shares in any  transaction  involving a merger
               (other than a merger of the  Corporation  in which the holders of
               Common  Shares  immediately  prior  to the  merger  have the same
               proportionate   ownership  of  Common  Shares  in  the  surviving
               corporation   immediately   after  the  merger),   consolidation,
               acquisition of property or shares,  separation or  reorganization
               (other than a mere  re-incorporation or the creation of a holding
               Corporation),  all Options  granted  hereunder shall be converted
               into options to purchase  Exchange  Shares unless the Corporation
               and the corporation  issuing the Exchange  Shares,  in their sole
               discretion,  determine  that  any or  all  such  Options  granted
               hereunder  shall  not  be  converted  into  options  to  purchase
               Exchange Shares but instead shall  terminate in accordance  with,
               and  subject  to the  Holder's  right to  exercise  the  Holder's
               Options  pursuant to, the provisions of Section  5.1(m)(ii).  The
               amount and price of  converted  options  shall be  determined  by
               adjusting the amount and price of the Options  granted  hereunder
               in the same  proportion  as used for  determining  the  number of
               Exchange  Shares the holders of the Common Shares receive in such
               merger,   consolidation,   acquisition   or  property  or  stock,
               separation or  reorganization.  Unless  accelerated by the Board,
               the  vesting  schedule  set forth in the option  agreement  shall
               continue to apply to the options granted for the Exchange Shares.

          (iv) In the event of any  adjustment  in the  number of Common  Shares
               covered by any Option,  any fractional shares resulting from such
               adjustment  shall be disregarded and each such Option shall cover
               only the number of full shares resulting from such adjustment.

          (v)  All  adjustments  pursuant to Section 5.1(m) shall be made by the
               Plan Administrator,  and its determination as to what adjustments
               shall be made, and the extent  thereof,  shall be final,  binding
               and conclusive.

          (vi) The grant of an Option  shall not  affect in any way the right or
               power of the Corporation to make adjustments,  reclassifications,
               reorganizations or changes of its capital or business  structure,
               to merge,  consolidate  or  dissolve,  to liquidate or to sell or
               transfer all or any part of its business or assets.

6. EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL

6.1  Options  may be granted by the Plan  Administrator  from time to time on or
after  the date on which  this Plan is  adopted  by the  Board  (the  "Effective
Date").

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<PAGE>
6.2 Unless  sooner  terminated  by the Board,  this Plan shall  terminate on the
tenth  anniversary  of the  Effective  Date. No Option may be granted after such
termination or during any suspension of this Plan.

6.3 Any Incentive Stock Options granted by the Plan  Administrator  prior to the
ratification  of this  Plan by the  shareholders  of the  Corporation  shall  be
granted  subject to  approval  of this Plan by the  holders of a majority of the
Corporation's  outstanding  voting shares,  passed without  meeting  pursuant to
Section 78.320 of the Nevada  Revised  Statutes or by voting either in person or
by proxy at a duly held  shareholders'  meeting within twelve (12) months before
or after the  Effective  Date.  If such  shareholder  approval is sought and not
obtained, all Incentive Stock Options granted prior thereto and thereafter shall
be considered  Non-Qualified  Stock  Options and any Options  granted to Covered
Employees  will not be eligible for the exclusion set forth in Section 162(m) of
the Code  with  respect  to the  deductibility  by the  Corporation  of  certain
compensation.

7. NO OBLIGATIONS TO EXERCISE OPTION

7.1 The grant of an Option  shall  impose no  obligation  upon the  Optionee  to
exercise such Option.

8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT

8.1  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 Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will employ or contract  with an Optionee  for any length of time,  nor shall it
interfere  in any way with the  Corporation's  or, where  applicable,  a Related
Corporation's right to terminate Optionee's  employment at any time, which right
is hereby reserved.

9. APPLICATION OF FUNDS

9.1 The  proceeds  received by the  Corporation  from the sale of Common  Shares
issued  upon  the  exercise  of  Options  shall be used  for  general  corporate
purposes, unless otherwise directed by the Board.

10. INDEMNIFICATION OF PLAN ADMINISTRATOR

10.1 In addition to all other rights of indemnification they may have as members
of the Board,  members of the Plan  Administrator  shall be  indemnified  by the
Corporation  for all reasonable  expenses and liabilities of any type or nature,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding  to  which  they  or any of them  are a party  by  reason  of,  or in
connection  with,  this Plan or any Option  granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved by independent  legal counsel selected by the  Corporation),  except to
the extent that such  expenses  relate to matters for which it is adjudged  that
such Plan Administrator member is liable for willful misconduct;  provided, that
within  fifteen  (15) days after the  institution  of any such  action,  suit or

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<PAGE>
proceeding,  the Plan  Administrator  member involved therein shall, in writing,
notify  the  Corporation  of such  action,  suit  or  proceeding,  so  that  the
Corporation  may  have  the  opportunity  to make  appropriate  arrangements  to
prosecute or defend the same.

11. AMENDMENT OF PLAN

11.1 The Plan Administrator  may, at any time,  modify,  amend or terminate this
Plan or modify or amend  Options  granted  under this Plan,  including,  without
limitation,  such  modifications  or  amendments  as are  necessary  to maintain
compliance with the Applicable  Laws. The Plan  Administrator  may condition the
effectiveness  of any such amendment on the receipt of  shareholder  approval at
such time and in such manner as the Plan  Administrator  may consider  necessary
for the  Corporation  to comply  with or to avail  the  Corporation  and/or  the
Optionees  of the  benefits  of any  securities,  tax,  market  listing or other
administrative or regulatory requirements.

Effective Date: July 30, 2010

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<PAGE>
                               FIRST AMENDMENT TO
                          AMERICAN PARAMOUNT GOLD CORP.
                             2010 STOCK OPTION PLAN

The 2010 Stock  Option Plan (the "2010 Plan") of American  Paramount  Gold Corp.
(the "Company") is hereby amended as follows:

1. Terms and Conditions of Options, Section 5, Option Price Subsection (c) shall
include the following definition:

     "Fair Market  Value" of a Share as of a specified  date for purposes of the
Plan shall mean (i) if the Common Stock is readily  tradable on any  established
stock exchange (including,  without limitation, the Nasdaq Global Select Market,
the Nasdaq Global Market or the Nasdaq Capital  Market),  the OTC Bulletin Board
or otherwise over-the-counter (including,  without limitation, the Pink Sheets),
then the Fair  Market  Value per share  shall be deemed to be the average of the
"high" and "low" sales  prices (or bid and ask prices,  if sales  prices are not
reported)  for the Common Stock for the last trading day  immediately  preceding
the date  with  respect  to which  Fair  Market  Value is being  determined,  as
reported for the principal  trading market for the Common Stock,  or if there is
no volume in the Common  Stock on such  trading  day,  then the sales prices (or
bids)  shall be those  sales  prices (or bids) on the  preceding  trading day in
which there was volume in the Common Stock;  and (ii) if the Common Stock is not
readily  tradable  on an  established  stock  exchange  or  otherwise  cannot be
determined in accordance  with  subsection  (i), the Fair Market Value per Share
shall be  deemed to be an amount  as  determined  in good  faith by the Board of
Directors or the Committee (as applicable) by applying any reasonable  valuation
method,  which may be an independent third party valuation;  provided,  that any
such  determination  shall be made in compliance with the regulations under Code
Section 409A.

2. Except as provided above,  the Plan shall remain  unchanged and in full force
and effect.

I hereby  certify that the foregoing  Amendment was duly adopted and approved by
the Board of Directors of the Company on September 29, 2010 in  accordance  with
the terms of the Plan.


/s/ Ann Dumyn
----------------------------------
Ann Dumyn, Secretary
American Paramount Gold Corp.

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