Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Mining Corp. - Exhibit 4.2





 EXHIBIT 4.2

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 -

	 	 	GIULIO T. BONIFACIO, of the City of Vancouver, in the Province
      of British Columbia, Canada 
	 	 	 
	 	 	 (herein referred to as "Bonifacio") 
	 	 	 
	 	 	 OF THE SECOND PART





	 	WHEREAS American Bonanza wishes to engage Bonifacio’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 Bonifacio wish to set out the terms
      of Bonifacio’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 Bonifacio
        in connection with the Business on the terms and conditions set out herein
        (the "Employment"), and Bonifacio 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) 	 Bonifacio 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 Bonifacio
      dies or when he reaches the age of 65, subject to paragraph 12 hereof; and
    
	 	 	 
	 	(d) 	 Bonifacio 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. Bonifacio shall be the Executive Vice President
        & Chief Financial 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 Bonifacio outside of the Vancouver area
        without the consent of Bonifacio.

	 	 
	 CONFLICT OF INTEREST/DUTY OF LOYALTY
    
	 	 
	4. 	Bonifacio 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 Bonifacio’s duties and responsibilities hereunder
        without the approval, not to be unreasonably withheld, of the Board of
        Directors of American Bonanza. Bonifacio 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 Bonifacio’s
        part with American Bonanza's interests. 

	 	

	5.	 Bonifacio 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. Bonifacio 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, Bonifacio shall be remunerated as follows during
      the term of this Agreement: 










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	 	 	(i) 	minimum base salary of US $ 120,000 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, Canada Pension Plan and Unemployment Insurance coverage.
      

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

	 	 	 	 
	7. 	 Subject to paragraph 14,
        Bonifacio 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 Bonifacio’ reasonable expenses related to the Business will
      be reimbursed upon the submittal by Bonifacio 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 Bonifacio’s
        employment at common law. 





	10. 	(a)	 This Agreement and the Employment may be terminated
        on notice by American Bonanza to Bonifacio for any reason other than for
        the reasons set out in paragraph 9 of this Agreement upon payment to Bonifacio
        at termination of 36 months' base 











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	 	 	salary and benefits as described under subparagraph 6(a)(i) and (iii).
    
	 	 	 
	 	(b) 	 The parties agree that any payment to Bonifacio
        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, Bonifacio 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 Bonifacio to American Bonanza by giving 30 days written notice.
    
	 	 
	12.	 In the event of Bonifacio’
        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 Bonifacio 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 Bonifacio 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. Bonifacio 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, 











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	 	 	 	 	following the date of this Agreement, the beneficial
        owner (also 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 Bonifacio’s inability to perform
        his duties under the Agreement for a period of at least 120 continuous
        days and Bonifacio 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. 











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 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. 


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.	 Bonifacio 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. Bonifacio 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.	 Bonifacio 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 Bonifacio, to: 

      6287 Alberta Street 

        Vancouver, British Columbia 

        V5Y 3N3 



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. Bonifacio 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  	 )  	  	 
	  	 )  	  	 
	 “Brian Kirwin”	 )  	  	 
	 Authorized Signatory  	  	  	 
	  	 	 	 
	  	 	 	 
	 SIGNED, SEALED AND DELIVERED in  	 )  	  	 
	 the presence of:  	 )  	  	 
	  	 )  	  	 
	 “Catherine Tanaka”  	 )  	
      “Giulio T. Bonifacio”  	 
	 Witness  	 )  	 GIULIO T. BONIFACIO  	 











 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 Bonifacio and his dependents. American Bonanza will also maintain
  group life insurance and accidental death and dismemberment coverage equivalent
  to twice Bonifacio’s base salary. 

 Long-Term Disability Coverage 

 The Corporation will arrange LONG-TERM DISABILITY COVERAGE
  for Bonifacio 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 Bonifacio and added to Bonifacio’s remuneration.


 Parking 

 Parking will be provided at the Corporation's office at no
  cost to Bonifacio. Bonifacio acknowledges that such cost will be treated as
  a taxable benefit.