Exhibit  10.7


                              EMPLOYMENT AGREEMENT

                          MADE EFFECTIVE APRIL 1, 2004

                                     BETWEEN

                               BAY RESOURCES LTD.

                                       AND

                                  CRAIG ALFORD


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                                TABLE OF CONTENTS

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<S>  <C>                                                                                                      <C>
PART 1 DEFINITIONS AND INTERPRETATION .........................................................................1

PART 2 TERM....................................................................................................2

PART 3 POSITION AND DUTIES.....................................................................................2

PART 4 REPORTING PROCEDURES....................................................................................3

PART 5 REMUNERATION............................................................................................3

PART 6 EXPENSES................................................................................................3

PART 7 VACATION................................................................................................3

PART 8 CONFIDENTIALITY.........................................................................................3

PART 9 PROTECTION OF INTELLECTUAL PROPERTY.....................................................................4

PART 10 TERMINATION............................................................................................5

PART 11 CORPORATION'S PROPERTY.................................................................................6

PART 12 NON SOLICITATION.......................................................................................6

PART 13 GENERAL................................................................................................6

     TRADING IN SHARES POLICY..................................................................................6
     GOVERNING LAW.............................................................................................6
     SEVERABILITY..............................................................................................7
     ENFORCEABILITY............................................................................................7
     NO ASSIGNMENT.............................................................................................7
     SUCCESSORS................................................................................................7
     NOTICE....................................................................................................7
     FURTHER ASSURANCES........................................................................................8
     LEGAL ADVICE..............................................................................................8
     TIME IS OF THE ESSENCE....................................................................................9

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SCHEDULE A - COMPENSATION AND BENEFITS

SCHEDULE B - DEFINITIONS AND INTERPRETATION

SCHEDULE C -  TRADING IN SHARES POLICY

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                              EMPLOYMENT AGREEMENT

THIS AGREEMENT is dated effective April 1, 2004 (the "Effective Date")

BETWEEN:

                  BAY RESOURCES LTD., a Delaware corporation
                  (the "Corporation")


AND:

                  CRAIG ALFORD
                  (the "Executive")


WHEREAS:

(A)  The Corporation is engaged in the business of mining and exploration in
     Canada.

(B)  The Executive is a professional in the field of mineral exploration.

(C)  The Corporation wishes to retain the services of the Executive to provide
     the services hereinafter described.

NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the Corporation and
Executive agree as follows:

                                     PART 1
                         DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, except as otherwise expressly provided for, or as the
content otherwise requires, the capitalized words and terms will have the
meanings given to them in Schedule B.

1.2 In this Agreement, except as otherwise expressly provided for, or as the
content otherwise requires, this Agreement will be interpreted according to the
provisions for interpretation set out in Schedule B.

1.3 The following Schedules are incorporated into, and form part of, this
Agreement:

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                Schedule A -        Compensation and Benefits
                Schedule B -        Definitions and Interpretation
                Schedule C -        Trading in Shares Policy


                                     PART 2

                                      TERM

2.1 The term of this Agreement will commence on the Effective Date and will
terminate on March 31, 2005, without requirement of further notice to the
Executive or pay in lieu of notice; provide that the Agreement may be terminated
earlier in accordance with Part 10 of this Agreement.


                                     PART 3

                               POSITION AND DUTIES

3.1 The Executive will serve the Corporation in such capacity and will perform
such duties and exercise such powers as may be determined from time to time by
the board of directors of the Corporation. Without limitation of the foregoing,
the Executive will occupy the office of Vice President Exploration of the
Corporation. The Executive will:

         (a) devote his full time and attention and his best efforts to the
         business and affairs of the Corporation and will work such hours
         required by his position;

         (b) ensure that the Corporation's policies and procedures as
         communicated to the Executive by the Corporation are followed by the
         Executive and his subordinates;

         (c) perform those duties that may reasonably be assigned to the
         Executive diligently and faithfully to the best of the Executive's
         abilities and in the best interests of the Corporation;

         (d) use his best efforts to promote, extend and develop the interests
         and business of the Corporation; and

         (e) assist the Corporation in providing a safe workplace by observing
         and assisting to improve all relevant workplace Occupational Health and
         Safety policies and procedures.

3.2 The Executive's place of work will be in Thunder Bay, Ontario, provided that
the Executive will travel as required to fulfil his duties, and will relocate
his residence outside of Ontario for the fulfilment of his duties, as required
and determined by the Corporation after consultation with the Executive. The
Corporation will pay reasonable relocation costs in the case of the Executive
relocating to Toronto or Vancouver.

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                                     PART 4

                              REPORTING PROCEDURES

4.1 The Executive will report to the person determined by the board of directors
of the Corporation from time to time. The Executive will report fully on the
management, operations and business affairs of the Corporation related to his
position and advise to the best of his ability and in accordance with reasonable
business standards on business matters that may arise from time to time.


                                     PART 5

                                  REMUNERATION

5.1 The annual base compensation payable to the Executive for his services
hereunder will be the amount set out in paragraph 1 of Schedule A. The
Corporation will provide the Executive with employee benefits as set out in
paragraphs 3 and 4 of Schedule A or such other benefits as may be in effect from
time to time as the Corporation determines in its sole discretion.


                                     PART 6

                                    EXPENSES

6.1 The Executive will be reimbursed for all reasonable travel and other
out-of-pocket expenses actually and properly incurred by the Executive from time
to time in connection with carrying out his duties hereunder. For reimbursement
of all such expenses the Executive will, if requested, supply the Corporation
with originals of all invoices or statements in respect of which the Executive
seeks reimbursement.


                                     PART 7

                                    VACATION

7.1 The Executive will be entitled to vacation as described in paragraph 3 of
Schedule A, at a time or times approved in advance by the Corporation, which
approval will not be unreasonably withheld but will take into account the
staffing requirements of the Corporation and the need for the timely performance
of the Executive's responsibilities.


                                     PART 8

                                 CONFIDENTIALITY

8.1      The Executive acknowledges that:

         (a) in the course of performing his duties and responsibilities as an
         officer of the Corporation, he has access to and is entrusted with
         Confidential Information, the disclosure of any of which to competitors
         of the Corporation or to the general public, or

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         (b) the use of same by the Executive, for any purpose other than for
         the benefit of the Corporation, or use by any competitor of the
         Corporation is highly detrimental to the interests of the Corporation;

         (c) in the course of performing his duties and responsibilities for the
         Corporation, is a representative of the Corporation and as such has
         responsibility for maintaining and enhancing the reputation of the
         Corporation;

         (d) as an officer of the Corporation, he owes fiduciary duties to the
         Corporation, including the duty to act in the best interests of the
         Corporation during the term of this Agreement and after termination of
         this Agreement; and

8.2 In acknowledgement of the matters described in this Part, the Executive will
not directly or indirectly disclose to any person or in any way make use of, in
any manner, any of the Confidential Information, except as follows:

         (a) for the benefit of the Corporation;

         (b) as required by law;

         (c) to his legal or financial advisors for the purpose of obtaining
             professional advice.

8.3 The unauthorized disclosure of any Confidential Information during the term
of the Executive's employment will justify the immediate termination of the
Executive's employment by the Corporation for cause, which will not prohibit any
exercise by the Corporation of any other rights or remedies available to it at
law or in equity.

8.4 Any breach by the Executive that may result in the loss of confidentiality
of the Confidential Information will cause irreparable harm for which damages
would not be an adequate remedy. In the event that the Executive breaches these
confidentiality provisions, the Corporation will have the right to seek
injunctive relief without necessity of proof of actual damages. This right to
seek injunctive relief without necessity of proof of damages will be in addition
to any other right which the Corporation may have under this Agreement, or
otherwise at law or in equity.


                                     PART 9

                       PROTECTION OF INTELLECTUAL PROPERTY

9.1 Any Intellectual Property made or conceived by the Executive during the term
of his employment with the Corporation that is within the scope of the
Executive's employment, or relates to, or arises out of, the Corporation's
business or demonstrably anticipated business is, and will be, the sole and
exclusive property of the Corporation.

9.2 The Executive irrevocably assigns and waives all rights to such Intellectual
Property, including his moral rights in any such Intellectual Property, free and
clear of all liens, claims or reservations.

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9.3 The Executive will inform the Corporation promptly of all Intellectual
Property which the Executive makes or on which he is working during the term of
his employment by way of written memorandum delivered to the board of directors
of the Corporation from time to time as the Intellectual Property is identified,
along with such documentation as is reasonably necessary to reproclure such
Intellectual Property.

9.4 The Executive will designate, with reasonable precision, any of the
Executive's Intellectual Property included in any items or work products
provided by the Executive to the Corporation. This designation will be made at
the same time, and each time, that the Executive provides such material to the
Corporation. This designation will be have no effect where the Corporation's
Intellectual Property already includes this particular Intellectual Property.

9.5 The Executive hereby grants the Corporation a non-exclusive, royalty-free,
perpetual, irrevocable, worldwide licence (with rights to sub-licence) to make,
use, sell, offer to sell, copy, distribute, modify, and otherwise to practice
and exploit any and all of the Executive's Intellectual Property provided by the
Executive to the Corporation, directly or indirectly.

9.6 The Executive, irrespective of his employment status with the Corporation,
will provide the Corporation with assistance from time to time to confirm the
Corporation's ownership of, and rights in, Intellectual Property developed
during the Executive's employment by the Corporation, including applications for
patents, trademarks, copyright and other registrations.

9.7 The Executive warrants that all Intellectual Property, whether belonging to
the Corporation or the Executive, does not infringe on the rights or property of
the Executive or any other person.


                                     PART 10

                                   TERMINATION

10.1 Upon termination of the Executive's employment by the Corporation in
circumstances that constitute cause, the Executive will not be entitled to any
payment of any kind other than compensation earned by the Executive before the
date of termination calculated pro rata up to and including the date of
termination.

10.2 Upon termination of the Executive's employment by the Corporation without
cause, the Executive will be provided with two weeks notice of termination or
pay in lieu of such notice. The Executive will have no entitlement to any
additional notice of termination or payment of severance in lieu, including
pursuant to contract or common law.


                                     PART 11

                             CORPORATION'S PROPERTY

11.1 All Confidential Information, or other documents, data, records or
Intellectual Property that may come into the possession or control of the
Executive will at all times remain the property of the Corporation. On
termination of the Executive's employment for any reason, the Executive will

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deliver promptly to the Corporation all such Confidential Information, or other
documents, data, records or Intellectual Property of the Corporation in the
possession of the Executive or that is, directly or indirectly, under the
control of the Executive and the Executive will not make any use, reproductions
or copies of any such Confidential Information, or other documents, data,
records or Intellectual Property of the Corporation.


                                     PART 12

                                NON SOLICITATION

12.1 The Executive will not, during the period commencing on the date hereof and
ending one year following the termination of this Agreement, be a party to or
abet, directly or indirectly, any solicitation to transfer business from the
Corporation to any other person, or seek in any way to persuade or entice any
employee, consultant or agent of the Corporation to leave that employment, or
engagement, or to be a party to or abet, directly or indirectly, any such
action.


                                     PART 13

                                     GENERAL
Trading in Shares Policy

13.1 The Executive is required to comply with the Corporation's Trading in
Shares policy attached in its current form as Schedule C, which the Corporation
reserves the right to amend from time to time.

13.2 The Executive acknowledges that any breach of the Trading in Shares policy,
as amended from time to time, will constitute a breach of this Agreement and the
Corporation will have the right to terminate this Agreement immediately upon
learning of the breach.

Governing Law

13.3 This Agreement will be governed by and construed in accordance with the
laws of the Province of British Columbia. The courts of the Province of British
Columbia have exclusive jurisdiction over any matter related to, or arising out
of, the subject matter of this Agreement and the parties hereby attorn to the
jurisdiction of the courts of the Province of British Columbia, except for the
application of any injunctive relief or similar equitable remedy.

Severability

13.4 If any provision of this Agreement is held by any court of competent
jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such
invalidity, illegality or unenforceability will not affect the validity or
enforceability of the remaining provisions, or part thereof, of this Agreement
and such remaining provisions, or part thereof, will remain enforceable and
binding.

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Enforceability

13.5 The Executive hereby confirms and agrees that the covenants and
restrictions pertaining to the Executive contained in this Agreement are
reasonable and valid and hereby further acknowledges and agrees that the
Corporation would suffer irreparable injury in the event of any breach by the
Executive of his obligations under any such covenant or restriction.
Accordingly, the Executive hereby acknowledges and agrees that damages would be
an inadequate remedy at law in connection with any such breach and that the
Corporation will therefore be entitled in lieu of any action for damages, to
temporary and permanent injunctive relief enjoining and restraining the
Executive from any such breach.

No Assignment

13.6 The Executive may not assign, pledge or encumber the Executive's interest
in this Agreement nor assign any of the rights or duties of the Executive under
this Agreement without the prior written consent of the Corporation.

Successors

13.7 This Agreement will be binding on and enure to the benefit of the
successors and assigns of the Corporation and the heirs, executors, personal
legal representatives and permitted assigns of the Executive.

Notice

13.8 Any Notice or other communication required or permitted to be given
hereunder will be in writing and either delivered by hand or mailed by prepaid
registered mail. At any time other than during a general discontinuance of
postal service due to strike, lock-out or otherwise, a Notice so mailed will be
deemed to have been received three business days after the postmarked date
thereof or, if delivered by hand, will be deemed to have been received at the
time it is delivered. If there is a general discontinuance of postal service due
to strike, lock-out or otherwise, a Notice sent by prepaid registered mail will
be deemed to have been received three business days after the resumption of
postal service. Notices will be addressed as follows:

     (a) if to the Corporation at:
                              P.O. Box 6315, St Kilda Road, Central Melbourne,
                              Victoria 8008, Australia
          Attention:          Peter Lee
          Facsimile:          +61 3 8532 2805

     (b) if to the Executive at:
                                      69 Regent Street, Thunder Bay, ON  P7A 5G7
          Attention:          Craig Alford
          Facsimile:          (807) 345 2904

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Further Assurances

13.9 The Executive will execute and deliver any additional instruments and will
take any additional steps that may be required to give full effect to this
Agreement.

Legal Advice

13.10 The Executive hereby represents and warrants to the Corporation and
acknowledges and agrees that he had the opportunity to seek and obtain, and was
not prevented nor discouraged by the Corporation from seeking or obtaining
independent legal advice prior to the execution and delivery of this Agreement
and that, in the event that the Executive did not avail himself of that
opportunity prior to signing this Agreement, he did so voluntarily without any
undue pressure and agrees that his failure to obtain independent legal advice
will not be used by him as a defence to the enforcement of his obligations under
this Agreement.

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Time is of the Essence

13.11    Time will be the essence of this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.


Bay Resources Ltd.


Per:     /s/  PETER LEE
         --------------------------------------------
         Peter Lee, Director, CFO and Secretary


Per:
         --------------------------------------------
         Authorized Signature


Signed by CRAIG ALFORD in the presence of:

                          )
/S/  BARBARA COLLINS      )
--------------------      )
Witness (Signature)       )
                          )
                          ) /S/ CRAIG ALFORD
                          )           ----------------
--------------------      )           CRAIG ALFORD
Name (please print)       )
                          )
--------------------      )
Address                   )
                          )
--------------------      )
City, Province            )


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                                   SCHEDULE A

                            COMPENSATION AND BENEFITS

1.       Base Compensation

The Executive's base compensation will be a salary of $120,000.00 per year,
payable in equal monthly instalments on the 28th day of each month, via direct
deposit, or in such other manner as may be mutually agreed upon in writing,
less, in any case, any deductions or withholdings required by applicable law.

2.       Vacation

Commencing 12 months after the effective date of this Agreement, the Executive
will receive 3 weeks of annual paid vacation, pro-rated for partial calendar
years of employment.

3.       Stock Option Plan

The Corporation is preparing a Stock Option Plan as part of the dual listing in
the TSX Venture Exchange. Once listed, the Executive may be offered 150,000
stock options, with an exercise price of US$1.00, subject to the approval of the
TSX Venture Exchange and the pricing guidelines set out in the policies of the
TSX Venture Exchange, vesting 1/3 immediately, 1/3 on September 30, 2004 and 1/3
on March 31, 2005.

4.       Benefits

The Executive will receive the following benefits:

         (a) The Corporation will provide the Executive with a computer and a
         mobile phone for the Executive's business use. Any costs for private
         use will be at the Executive's own expense.

         (b) The Corporation will reimburse the Executive for the cost of a
         health plan, which may include medical and dental coverage, or any
         other health coverage that the Executive desires, to a maximum of $600.

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                                   SCHEDULE B

                         DEFINITIONS AND INTERPRETATION

Definitions

1. In this Agreement, except as otherwise expressly provided or as the context
otherwise requires

"Agreement" means this employment agreement as from time to time supplemented or
amended by one or more agreements entered into pursuant to the applicable
provisions of this Agreement;

"Confidential Information" means any information used in, related to, or arising
out of the Corporation's business and any such information which ought
reasonably to be considered confidential in the circumstances and includes,
without limitation, Intellectual Property of the Corporation and knowledge or
information concerning the policies, procedures, processes, activities,
business, affairs, property, clients and affiliates of the Corporation.

"Effective Date" means the date first written above;

"Intellectual Property" means all intellectual property that is deemed to be
intellectual property of the Employer, including right, title or other interest
to intellectual property, including, but not limited to data, information,
invention, design, idea, work, copyright or copyrightable material, trademark,
trademark application, patent, patent application, innovation, creation,
material, document, research, compilation of information, analysis, know-how,
trade secret, formula, method, process, system, technique, prototype, sample,
product, business practice and Confidential Information, and including that
created, developed or acquired by the Executive during the term of the
Executive's employment in any way related to or arising out of the Executive's
employment.

Interpretation

2.       In this Agreement, except as otherwise expressly provided or as the
         context otherwise requires:

     (a)  headings are solely for convenience of reference and are not intended
          to be complete or accurate descriptions of content or to be guides to
          interpretation of this Agreement or any part of it,

     (b)  the word "including", when following a general statement or term, is
          not to be construed as limiting the general statement or term to any
          specific item or matter set forth or to similar items or matters, but
          rather as permitting the general statement or term to refer also to
          all other items or matters that could reasonably fall within its
          broadest possible scope,

     (c)  a reference to currency means Canadian currency, unless otherwise
          specified,

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     (d)  a reference to a statute includes all regulations made thereunder, all
          amendments to the statute or regulations in force from time to time,
          and every statute or regulation that supplements or supersedes such
          statute or regulations,

     (e)  a reference to an entity includes any successor and affiliate to that
          entity,

     (f)  a word importing the masculine gender includes the feminine, a word in
          the singular includes the plural, a word importing a corporate entity
          includes an individual, and vice versa,

     (g)  persons will be considered as dealing with each other at arm's length
          if they would be so considered for the purposes of the Income Tax Act
          (Canada) in effect on the date hereof, and

     (h)  a reference to "approval", "authorization" or "consent" means written
          approval, authorization or consent.