Filed by Automated Filing Services Inc. (604) 609-0244 - American Bonanza Gold Corp. - Exhibit 4.5






EXHIBIT 4.5 

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 - 


  
    
      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. 

          The
parties acknowledge and agree that the agreement dated April, 2003 between
American Bonanza Gold Mining Corp., the predecessor corporation to American
Bonanza, and Kirwin (the "Prior Agreement") is terminated and replaced by this
Agreement. Kirwin 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. Kirwin 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 Kirwin’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) 	
      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 and 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: 




	 	(i) 	
      minimum base salary of US$190,000 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). 




	 	(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
      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. 

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. 

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 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. 

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: 	) 	  
	  	) 	  
	“Joe Chan” 	) 	“Brian 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.