0001062993-05-000209 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 3rd, 2005 • American Bonanza Gold Mining Corp. • Metal mining • British Columbia

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").;

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November 20, 2004
Letter Agreement • February 3rd, 2005 • American Bonanza Gold Mining Corp. • Metal mining • British Columbia

This Letter Agreement sets out a proposal by American Bonanza Gold Mining Corp. (“American Bonanza”) pursuant to which American Bonanza, Fairstar Explorations Inc. (“Fairstar”) and Taurus (each a “Company” and together, the “Companies”) would be combined into a new corporation (“Newco”) through a statutory plan of arrangement (the “Arrangement”). Alternatively, Fairstar may participate in the Arrangement by transferring its interests in the Fenelon gold project to Newco for shares of Newco. If Fairstar elects not to participate in the Arrangement, then each of American Bonanza and Taurus will nevertheless proceed with completing it as between themselves.

EMPLOYMENT AGREEMENT
Employment Agreement • February 3rd, 2005 • American Bonanza Gold Mining Corp. • Metal mining • British Columbia

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").;

ARRANGEMENT AGREEMENT
Arrangement Agreement • February 3rd, 2005 • American Bonanza Gold Mining Corp. • Metal mining • British Columbia

0710882 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia and which is wholly-owned by Fairstar

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