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                                                                    Exhibit 4.32


                              EMPLOYMENT AGREEMENT

            DATED effective the 1st day of January 2004.

BETWEEN:

            PINE VALLEY MINING CORPORATION, a body corporate duly incorporated
            under the laws of the Province of British Columbia, and having its
            Registered Office at 3000 Royal Center, 1055 West Georgia Street, in
            the City of Vancouver, in the Province of British Columbia,

            (hereinafter referred to as the "Employer")

                                                               OF THE FIRST PART

AND:

            GRAHAM MACKENZIE, Suite 2305-1331 Alberni St. in the City of
            Vancouver, in the Province of British Columbia,

            (hereinafter referred to as the "Employee")

                                                              OF THE SECOND PART

WHEREAS:

A.    The Employer is involved in the business of acquiring, exploring and
      developing mineral resource properties;

B.    The Employee has expertise and experience in the business carried on by
      the Employer, and is a director and officer of the Employer;

C.    The Employer wishes to acquire the services of the Employee and the
      Employee is agreeable to serve the Employer upon the terms of this
      Agreement;

      NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual covenants and agreements hereinafter set forth, IT IS
AGREED as follows:

1.    The Employer hires and engages the Employee as its President or such other
      executive capacity, and in such capacity will provide corporate
      administration and mining services to the Employer, such duties and
      responsibilities to include provision of strategic corporate and financial
      planning,

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      management of the overall business operations of the Employer, mining
      services and supervising operations personnel, office staff and
      explorations and mining consultants, and such other services as may from
      time to time be delegated to the Employee by the Employer (collectively,
      the "Services"), and the Employee will serve the Employer (and/or such
      subsidiary or subsidiaries of the company as the Employer may form time to
      time require) in such capacity or capacities as may form time to time be
      determined by resolution of the Board of Directors of the Employer (the
      "Board of Directors").

2.    The Employee will perform the Services in a competent and efficient
      manner, and devote the time and effort necessary to properly and fully
      perform the Services.

3.    The Employee will at all times act in the best interests of the Employer.

4.    During the term of his employment the Employee will not directly or
      indirectly engage in any business activity or enterprise competitive with
      the Employer.

5.    The Employee will not, either before or after the termination of this
      Agreement, disclose to any person, nor make use of himself, any
      information or trade secrets relating to the Employer, its business,
      policies, methods, scientific data or information which he will have
      acquired in any manner. The Employee agrees that disclosure by him of such
      information or trade secrets may result in irreparable injury and damage
      to the Employer, which will not be adequately compensable in money
      damages, that the Employer will have no adequate remedy at law therefore,
      and that the Employer will have the right, and may, without objection from
      the Employee, obtain such preliminary, temporary or permanent mandatory or
      restraining injunctions, orders or decrees as may be necessary to protect
      the Employer against, or on account of any breach by the Employee of the
      provisions of this paragraph. Nothing herein will be construed as
      preventing the Employer from pursuing any other remedies available to it
      for such breach or threatened breach, including the recovery of damages
      from the Employee.

6.    The Employee will be entitled, by way of remuneration for his services, to
      an annual salary of two hundred thousand dollars ($200,000) (the "Salary")
      payable twice monthly at the rate of eight thousand three hundred and
      thirty three dollars and thirty three cents ($8,333.33) per period, less
      required withholdings, deductions and remittances. Upon the expiration of
      one year following the date of this Agreement and each year thereafter
      that the Agreement should remain in force, the Board of Directors will
      review the Employee's salary, giving consideration to the financial
      position of the

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      Employer and the scope of its activities and the activities of its
      subsidiary companies, and may, in its sole discretion, increase the amount
      of the Salary.

7.    The Employer will also pay the accommodation rental costs for a suitable
      apartment or house.

8.    The Employee will be entitled to reimbursement for all reasonably incurred
      travel expenses and expense reasonably incurred by him in connection with
      the conduct of the Employer's business by him, upon presentation of the
      appropriate receipts or vouchers to the Board of Directors. The expenses
      incurred by the Employee in traveling between his home and the place of
      business of the Employer, will be born solely by the Employee, unless such
      travel is at the express request of the Board of Directors.

9.    The Employee will be eligible to participate, in accordance with existing
      or future policies or procedures of the Employer in fringe benefit
      programs, including vacations of four weeks annually, bonuses, sick leave,
      medical insurance, life insurance and automobile. The Employee's
      eligibility and entitlement to benefits will be determined by the terms
      and conditions of the benefit plans or programs purchased by the Employer.
      The Employer reserves the right to alter or delete part of any benefit or
      change carriers at any time in its sole discretion. The Employer does not
      currently have a benefit program.

10.   If the Employee will become disabled or incapacitated to such an extent
      that he is unable to perform his regular duties, he will be entitled to
      receive, during such disability or incapacitation, his full salary form
      the date thereof, payable monthly for two (2) months. The Employment
      provisions of this Agreement may be terminated without notice at the
      option of the Employer should the Employee be unable, because of
      disability or incapacitation, to perform his duties hereunder for a period
      or periods aggregating more than two (2) months during any consecutive
      twelve months. Such termination will not affect any payments which are due
      the Employee under the first sentence of this paragraph up to the date of
      termination, or any other provisions of this Agreement.

11.   The Employer may discharge the Employee at any time without prior notice
      for cause. For the purposes of this Agreement, the following will be
      considered cause to discharge the Employee's employment forthwith:

      a.    Any material breach of the provisions of this Agreement;

      b.    Any substantiated act involving theft or dishonesty against the
            Employer for the Employee's personal benefit;

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      c.    Willful and repeated failure by the Employee to perform his duties
            or willful misconduct in performing those duties; or

      d.    Any other reason which at common law would constitute cause.

12.   The Employer may terminate this Agreement and the Employee's employment
      hereunder without cause upon the greater of thirty (30) days notice of
      termination or the minimum notice period (and only such minimum) required
      under the Employment Standards Act (British Columbia), or upon payment in
      lieu thereof consisting of a continuation of or a lump sum payment
      equivalent to the Employee's salary over the notice period, or any
      combination of notice or payment. After notice of termination, the
      Employer may at its options, discontinue all or any portion of the
      Employee's duties. After the effective date of such discharge, the
      Employer will not be obligated any further hereunder. Such discharge will
      not relieve the Employee of his obligations under Paragraph 5 nor
      prejudice any rights of the Employer hereunder. This paragraph is not
      applicable to termination of employment due to death, disability or
      incapacity.

13.   The services to be performed by the Employee pursuant hereto are personal
      in character, and neither this Agreement or any rights or benefits arising
      thereunder are assignable by the Employee without the previous written
      consent of the Employer.

14.   If any provision, word or clause of this Agreement will be held to be
      illegal or invalid for any reason, such illegality or invalidity will not
      affect the remaining provisions which will be fully serverable, and this
      Agreement will be construed and enforced without regard to such illegal or
      invalid provision. This Agreement contains the entire agreement of the
      Parties hereto and can be modified only by an Agreement in writing and
      hereby supersedes any other oral or written agreements of the Parties.

15.   Any notice require or permitted to be given under this Agreement will be
      de delivered personally or by registered mail to the aforesaid addresses
      of the Parties, and notice will be deemed given, if mailed, on the second
      business day following such mailing, and if personally delivered, on the
      date of service.

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16.   IN WITNESS WHEREOF the Parties hereto have caused these presents to be
      executed as and from the day and year first above written.


On behalf of Pine Valley Mining Corporation



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Mark Fields
Executive Vice President



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SIGNED by Graham Mackenzie

                                                      in the
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Presence of:


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Signature


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Address

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Occupation