Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Mining Corp. - Exhibit 4.1





 EXHIBIT 4.1

  EMPLOYMENT AGREEMENT

      THIS AGREEMENT made as of the 1st day of April,
  2003 


BETWEEN: 


  
    
       AMERICAN BONANZA GOLD MINING CORP., 

        a corporation continued under the Company Act (British Columbia), Canada
      

       (herein referred to as "American Bonanza" or the "Corporation") 

    

  



 OF THE FIRST PART 

- and - 


  
    
      BRIAN P. KIRWIN, of the City of Reno, in the State of Nevada,
        United States 

      (herein referred to as "Kirwin") 

    

  



OF THE SECOND PART 

      WHEREAS American Bonanza wishes
  to engage Kirwin’s services in connection with the continuing operation
  of the business presently carried on or to be carried on in the future by American
  Bonanza (the "Business").; 

      AND WHEREAS American Bonanza
  and Kirwin wish to set out the terms of Kirwin’s employment. 

      NOW THEREFORE IN CONSIDERATION
  OF the payment of the sum of $1.00, the covenants and agreements contained
  in this Agreement, and other good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged, the parties agree as follows: 

 AGREEMENT TO EMPLOY 

 1. American Bonanza agrees to continue to employ Kirwin in
  connection with the Business on the terms and conditions set out herein (the
  "Employment"), and Kirwin agrees to accept employment on such terms. 


TERM 

 2. The term of this Agreement and the Employment shall be
  for an indefinite period, provided that: 








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	 	 (a)      	 American Bonanza may terminate this Agreement and
        the Employment at any time as set out in paragraphs 9 and 10 hereof; 

	 
	 	 (b)      	 Kirwin may terminate this Agreement and the Employment
        at any time as set out in paragraph 11 hereof; 

	 
	 	 (c)      	 this Agreement and the Employment are automatically
        terminated when Kirwin dies or when he reaches the age of 65, subject
        to paragraph 12 hereof; and 

	 
	 	 (d)      	 Kirwin may terminate this Agreement and the Employment
        if there is a change in control as set out in paragraph 13 hereof. 




DUTIES AND RESPONSIBILITIES 

 3. Kirwin shall be the President & Chief Executive Officer
  of American Bonanza and shall, in such capacity, have the jurisdiction, and
  perform the duties, assigned to him from time to time by the Board of Directors
  of American Bonanza. American Bonanza agrees that it shall not relocate Kirwin
  outside of the Reno area without the consent of Kirwin.

 CONFLICT OF INTEREST/DUTY OF LOYALTY 

 4. Kirwin agrees to devote substantially all of his working
  time during the Employment to the Business and shall not engage or have an interest
  in any other enterprise, occupation or profession, directly or indirectly, or
  become a principal, agent, director, officer or employee of another company,
  firm or person, as applicable, which will interfere with Kirwin’s duties
  and responsibilities hereunder without the approval, not to be unreasonably
  withheld, of the Board of Directors of American Bonanza. Kirwin agrees not to
  be directly or indirectly engaged in any business, whether as a principal, agent,
  director, officer, employee or otherwise, which competes with American Bonanza
  or which employment would constitute a conflict of interest on Kirwin’s
  part with American Bonanza's interests. 

 5. Kirwin agrees to keep the affairs of the Business, financial
  and otherwise, strictly confidential and shall not disclose the same to any
  person, company or firm, directly or indirectly, during or after his employment
  by American Bonanza except within his capacity of acting as a senior officer
  of American Bonanza or as otherwise authorized in writing by the Board of Directors
  of American Bonanza. Kirwin agrees not to use such information, directly or
  indirectly, for his own interests, or any interests other than those of the
  Business, whether or not those interests conflict with the interests of the
  Business during or after his employment by American Bonanza. 


REMUNERATION 

	 6 	 (a)  	 Subject to paragraph 14, Kirwin shall be remunerated as follows
      during the term of this Agreement:  
	 	  	 








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	 	 	 (i)      	 minimum base salary of US $ 130,000 per annum
        payable monthly and to be reviewed annually by the Board of Directors
        of American Bonanza; 

	 
	 	 	 (ii)      	 such bonus as may be determined by the Board of
        Directors of American Bonanza form time to time in accordance with paragraph
        6(b) of this Agreement; 

	 
	 	 	 (iii)      	 all benefits effective as of the date of this Agreement
        (details of which are appended in Schedule "A" to this Agreement") or
        such other benefits that may be made available to officers of American
        Bonanza from time to time on terms determined by the Board of Directors
        of American Bonanza; and 

	 
	 	 	 (iv)      	 four (4) weeks' vacation annually. 

	 	 	 	 
	 	 	 All payments required to be made under
      this agreement are subject to statutory deductions, as applicable, for income
      tax purposes. 




	 	 (b)      	 Each year during the term of this Agreement, the
        Directors shall determine, in such amount as the Directors consider appropriate,
        a bonus for Kirwin; the amount of such bonus to be based on achievements
        necessary for the growth and development of American Bonanza. 



 7. Subject to paragraph 14, Kirwin shall also be given incentive
  stock options to acquire 

 Common Shares of American Bonanza in such amounts as approved
  by the Board of Directors from time to time. 

 REIMBURSEMENT OF EXPENSES 

 8. All Kirwin’ reasonable expenses related to the Business
  will be reimbursed upon the submittal by Kirwin of an expense report with appropriate
  supporting documentation. 

 TERMINATION 

 9. This Agreement and the Employment may be terminated by
  American Bonanza summarily and without notice, or payment in lieu of notice,
  severance payments, benefits, damages or any sums whatsoever, in the event that
  there is just cause for termination of Kirwin’s employment at common law.

	10. 	 (a)      	 This Agreement and the Employment may be terminated
        on notice by American Bonanza to Kirwin for any reason other than for
        the reasons set out in paragraph 9 of this Agreement upon payment to Kirwin
        at termination of 36 months' base salary and benefits as described under
        subparagraph 6(a)(i) and (iii). 

	 









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	 	 (b)      	 The parties agree that any payment to Kirwin pursuant
        to paragraph 10(a) is not intended and will not be of the nature of a
        penalty and shall be considered by the parties as liquidated damages.
      

	 
	 	 (c)      	 The parties further agree that, notwithstanding
        anything to the contrary contained in this Agreement, Kirwin shall not
        be required or called upon to mitigate in any manner whatsoever such liquidated
        damages. 



 11. This Agreement and the Employment may be terminated on
  notice by Kirwin to American Bonanza by giving 30 days written notice. 

 12. In the event of Kirwin’ death or in the event this
  Agreement and the Employment are terminated pursuant to subparagraph 2(c) hereof
  the benefits referred to in paragraph 6(a)(iii), relating to medical, dental
  and group life insurance (to the extent the same are available on reasonable
  terms and conditions), to which Kirwin or his estate becomes entitled as at
  the date of his death or his reaching the age of 65, as applicable, shall not
  be forfeited but shall continue to be paid in full. 

 CHANGE OF CONTROL

	13. 	 (a)      	 If at any time during the term of this
        Agreement there is a change in control of American Bonanza, as defined
        below, then Kirwin shall have one year from the date of such change of
        control to elect whether or not he wishes to terminate this Agreement
        and the Employment, after which time he shall be deemed to have elected
        not to do so. If he elects to terminate this Agreement and the Employment
        hereunder, then he shall give written notice of his election to the Corporation
        and this Agreement and the Employment shall terminate 30 days from the
        day of such notice. Kirwin shall then be entitled to receive from American
        Bonanza an amount equal to 36 month’s base salary and benefits in
        lieu of notice, severance, damages or other payments of any kind whatsoever.
      

	 
	 	 (b)      	 For the purposes of this Agreement: 

	 
	 	 	(i) 	 

      a "change of control of American Bonanza" shall mean
        the occurrence of any of the following events: 

	 
	 	 	 	 (1)
	  less than 75% of the Board of Directors of American
        Bonanza being composed of Continuing Directors; or 

	 
	 	 	 	 (2) 
	a person (within the meaning of the provisions of
        the Securities Act (British Columbia) (the "Securities Act")), alone or
        with its affiliates, associates or persons with whom such person is acting
        jointly or in concert (all within the meaning of the Securities Act),
        becoming, following the date of this Agreement, the beneficial owner (also
      

	 






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	 	 	 	 	 within the meaning of the Securities Act) of more
        than 30% of the total voting rights attaching to all classes then outstanding
        of American Bonanza having under all circumstances the right to vote on
        any resolution concerning the election of directors; and 

	 	 	 	 	

	 	 	 (ii)      	 "Continuing Director" shall mean either:
      

	 
	 	 	 	 (1)      	 an individual who is a member of the Board of Directors
        of American Bonanza on the date of this Agreement; or 

	 
	 	 	 	 (2)      	 an individual who becomes a member of the Board
        of Directors of American Bonanza subsequent to the date of this Agreement
        at the request of at least a majority of the Continuing Directors who
        are members of the Board of Directors of American Bonanza at the date
        that the individual became a member of the Board of Directors of American
        Bonanza. 




LONG-TERM DISABILITY 

 14. In the event of Kirwin’s inability to perform his
  duties under the Agreement for a period of at least 120 continuous days and
  Kirwin being the recipient of benefits under the Long-Term Disability coverage
  referred to in subparagraph 6(a)(iii), remuneration under subparagraphs 6(a)(i),
  6(a)(ii) and future grants under subparagraph 7 shall be suspended for the period
  of such disability. 

 SEVERABILITY 

 15. The invalidity or unenforceability of any provision of
  this Agreement will not affect the validity or enforceability of any other provision,
  and any invalid provision will be severable from this Agreement. 

 GOVERNING LAW 

 16. This Agreement is governed by and is to be construed,
  interpreted and enforced in accordance with the laws of British Columbia. 

 HEIRS/SUCCESSORS BOUND 

 17. This Agreement enures to the benefit of and is binding
  upon the parties and their respective heirs, administrators, executors, successors
  and assigns as appropriate. 

 ASSIGNMENT 

 18. This Agreement is not assignable by a party without the
  consent in writing of the other party, which consent may be unreasonably withheld.









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ENTIRE AGREEMENT 

 19. As of its date of execution, the Agreement supersedes
  all prior agreements between the parties, and constitutes the entire agreement
  between the parties. The parties agree that there are no other collateral agreements
  or understandings between them except as set out in the Agreement. 

 AMENDMENT 

 20. This Agreement may be amended only in writing signed by
  the parties and witnessed. 

 HEADINGS 

 21. All headings in this Agreement are for convenience only
  and shall not be used for the interpretation of this Agreement. 

 RECOURSE ON BREACH 

 22. Kirwin acknowledges that damages would be an insufficient
  remedy for a breach of this Agreement and agrees that American Bonanza may apply
  for and obtain any relief available to it in a court of law or equity, including
  injunctive relief, to restrain breach or threat of breach of this Agreement
  or to enforce the covenants contained therein and, in particular, the covenant
  contained in paragraph 26, in addition to rights American Bonanza may have to
  damages arising from said breach or threat of breach. Kirwin hereby waives any
  defences he may or can have to strict enforcement of this Agreement by American
  Bonanza. 

 CONFIDENTIALITY OF AGREEMENT 

 23. The parties agree that this Agreement is confidential
  and shall remain so. The parties agree that this Agreement or the contents hereof
  shall not be divulged by any party without the consent in writing of the other
  party, with the exception of disclosure to personal advisors and disclosure
  that may be required by the laws of any jurisdiction in which the Business is
  conducted or may be conducted in future. Each party agrees to request of its
  personal advisors that they enter into similar agreements of confidentiality
  if requested to do so by the other party to this Agreement. 

 INDEPENDENT LEGAL ADVICE 

 24. Kirwin agrees that he has had independent legal advice
  in connection with the execution of this Agreement and has read this Agreement
  in its entirety, understands its contents and is signing this Agreement freely
  and voluntarily, without duress or undue influence from any party. 








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NOTICE 

 25. Any notice required or permitted to be made or given under
  this Agreement to either party shall be in writing and shall be sufficiently
  given if delivered personally, or if sent by prepaid registered mail to the
  intended recipient of such notice at:

	 	 	(a) in the case of American Bonanza, to: 

                            Suite
        1606-675 West Hastings Street 

                            Vancouver,
        British Columbia 

                            V6B
        1N2 

	 	 	 
	 	 	(b) in the case of Kirwin, to: 

                            2511
        Lakeridge Shores Circle 

                            Reno,
        Nevada 

                            United
        States, 89509 



 or at such other address as the party to whom such writing
  is to be given shall provide in writing to the party giving the said notice.
  Any notice delivered to the party to whom it is addressed shall be deemed to
  have been given and received on the day it is so delivered or, if such day is
  not a business day, then on the next business day following any such day. Any
  notice mailed shall be deemed to have been given and received on the fifth business
  day following the date of mailing. 

 CONFIDENTIALITY 

 26. The parties hereby agree that all trade secrets, trade
  names, client information, client files and processing and marketing techniques
  relating to the Business shall become, on execution of this Agreement, and shall
  be thereafter, as the case may be, the sole property of American Bonanza whether
  arising before or after the execution of this Agreement. Kirwin agrees not to
  divulge any of the foregoing to any person, partnership or corporation or to
  assist in the disclosure or divulging of any such information, directly or indirectly,
  except as authorized in writing by the Board of Directors of American Bonanza.









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SURVIVAL 

 27. Paragraphs 5, 22, 23 and 26 shall survive the termination
  of this Agreement and the Employment and shall continue in full force and effect
  according to their terms. 

 IN WITNESS WHEREOF the parties hereto have executed these
  presents under their respective seals and hands of their proper offices authorized
  in that behalf, as applicable. 

	 The Corporate Seal of AMERICAN  	 )  	  
	 BONANZA GOLD MINING CORP.  	 )  	  
	 was hereunto affixed in the presence of:  	 )  	  
	  	 )  	  
	  	 )  	  
	 “Ian Telfer” 	 )  	 c/s  
	 Authorized Signatory  	 )  	  
	  	 )  	  
	 “Giulio T. Bonifacio” 
    	 )  	  
	 Authorized Signatory  	  	  
	  
	  
	 SIGNED, SEALED AND DELIVERED in  	 )  	  
	 the presence of:  	 )  	  
	  	 )  	  
	 “Catherine Tanaka”  	 )  	 “Brian P. Kirwin”  
	 Witness  	 )  	 BRIAN P. KIRWIN  











 SCHEDULE "A"

 Benefits effective as at the date of this Agreement. 

 Medical, dental and group life insurance 

 The Corporation will provide extended health care and dental
  coverage for Kirwin and his dependents. American Bonanza will also maintain
  group life insurance and accidental death and dismemberment coverage equivalent
  to twice Kirwin’s base salary. 

 Long-Term Disability Coverage 

 The Corporation will arrange LONG-TERM DISABILITY COVERAGE
  for Kirwin equivalent to 70% of the current income at the date of disability.
  Coverage will commence after 120 days of total disability. Premiums on this
  policy will be paid by Kirwin and added to Kirwin’s remuneration.