Attached files

                                                                    Exhibit 10.3

                          OPTION CANCELLATION AGREEMENT

THIS AGREEMENT made the       day of February, 2011
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BETWEEN:
          American Paramount Gold Corp.
          (the "COMPANY")
AND:
          -----------------------------
          (the "OPTION HOLDER")

WHEREAS:

A. The Parties entered into a option  agreement (the "Option  Agreement")  dated
____________. Pursuant to the Option Agreement, the Company issued to the Option
Holder non-transferable stock options (the "OPTIONS") to purchase ______________
common  shares of the Company  exercisable  at a price of  $________  per share,
which options remain unexercised.

B. The Parties have agreed to the termination of the Option  Agreement,  and the
parties have  determined it in their mutual best interest to cancel the Options,
in order  that the  Company  can and award  additional  options  under the Stock
Option Plan at a price reflective of current market conditions.

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants  contained  herein  and  of  the  grant  of  additional  Options  (the
sufficiency whereof is hereby  acknowledged by the parties),  the parties hereby
agree to and with each other as follows:

1. CANCELLATION OF OPTIONS

     1.1  The  Options  shall  be  cancelled  effective  on  the  date  of  this
          Agreement.

2. RELEASE

     2.1  Option Holder, personally and on behalf of with his attorneys,  heirs,
          executors,  administrators,  and assigns, does hereby remise,  release
          and forever discharge the Company, its respective directors, officers,
          shareholders,  employees and agents,  and their respective  successors
          and  assigns,  of and from all  claims,  causes of  action,  suits and
          demands  whatsoever  which  Option  Holder  ever had,  now or may have
          howsoever  arising out of the original grant and this  cancellation of
          the Options.

3. COUNTERPARTS

     3.1  This Agreement may be executed in several counterparts,  each of which
          will be  deemed  to be an  original  and all of  which  will  together
          constitute one and the same instrument.

4. ELECTRONIC MEANS

     4.1  Delivery of an executed copy of this Agreement by electronic facsimile
          transmission  or other means of  electronic  communication  capable of
          producing a printed copy will be deemed to be  execution  and delivery
          of this  Agreement  as of the  date  set  forth  on  page  one of this
          Agreement.

5. FURTHER ASSURANCES

     5.1  As and so often as may be  required,  the  parties  will  execute  and
          deliver all such  further  documents,  do or cause to be done all such
          further acts and things,  and give all such further  assurances  as in
          the opinion of the Company or its counsel are  necessary  or advisable
          to give full effect to the provisions and intent of this Agreement.

6. PROPER LAW

     6.1  This  Agreement  will be governed by and construed in accordance  with
          the law of the State of Nevada.

7. INDEPENDENT LEGAL ADVICE

     7.1  By  signing  this  Agreement,  Option  Holder  confirms  that he fully
          understands this Agreement and has obtained independent legal advice.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement.

AMERICAN PARAMOUNT GOLD CORP.


Per:
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     Director, President and Chief Executive Officer


OPTION HOLDER


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