Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Corp. - Exhibit 4.6






EXHIBIT 4.6 

EMPLOYMENT AGREEMENT 

          THIS
  AGREEMENT made as of the 1st day of July, 2006 

BETWEEN: 


  
    
      AMERICAN BONANZA GOLD CORP., a corporation
        continued under the Business Corporation Act (British Columba), 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.

          The
parties acknowledge and agree that the agreement dated April, 2003 between
American Bonanza Gold Mining Corp., the predecessor corporation to American
Bonanza, and Bonifacio (the "Prior Agreement") is terminated and replaced by
this Agreement. Bonifacio acknowledges that he is being offered employment by
American Bonanza on terms and conditions at least as favourable as 




those under the Prior Agreement and that the termination of the
Prior Agreement will not give rise to any obligation by American Bonanza or
American Bonanza Gold Mining Corp. to provide notice or payment instead of
notice or any other payment. Bonifacio releases and forever holds American
Bonanza Gold Mining Corp. harmless for any liability arising under or in respect
of the Prior Agreement. American Bonanza will for all employment purposes
recognize Bonifacio’s previous service with American Bonanza Gold Mining Corp.


TERM 

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

	 	(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: 




	 	(i) 	
      minimum base salary of CDN $200,000 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 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, 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. 

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. 

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 305-675 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. 

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 CORP. was hereunto 	) 	  
	affixed in the presence of: 	) 	  
	  	) 	  
	“Robert McKnight” 	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	  	  
	“Ronald
      Netolitzky” 	) 	  
	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.