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                                                                   Exhibit 10.16

                               AMENDING AGREEMENT

THIS AGREEMENT dated effective the 1st day of December, 1998,

BETWEEN:

                           ARCTIC PRECIOUS METALS, INC.

                           5501 Lakeview Drive, Kirkland, Washington, 98033

                           ("Arctic")

                                            - and -

                           ROSS F. BURNS

                           3930 95th N.E., Bellevue, Washington 98004

                           (the "Employee")

                                            - and -

                           ROYAL OAK MINES INC.

                           BCE Place, Suite 2500, 181 Bay Street, Toronto, 
                           Ontario M5J 2T7

                           ("Royal Oak")

WHEREAS:

A)       Arctic, Royal Oak and the Employee entered into a written agreement
         effective the 22nd day of May, 1997 to record the terms and conditions
         of their employment relationship (the "Employment Agreement);

B)       Arctic and Royal Oak wish to amend the Employment Agreement on the
         terms and conditions hereinafter set forth to entice the Employee to
         continue his employment with Arctic throughout the restructuring of
         Royal Oak, and to assist Royal Oak to avoid seeking the protection of
         bankruptcy and insolvency legislation thereby protecting shareholder
         value; and

C)       Arctic and Royal Oak believe it is in their best interests to enter
         into this Amending Agreement,

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the following
mutual provisions and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each party), the parties
covenant and agree as follows:
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                                    ARTICLE 1

                               AMENDING PROVISIONS

1.1      The parties hereby covenant and agree to amend the Employment Agreement
         as follows:

         a)       Subparagraph 6(b.1) be added as follows:

                  "(b.1)   TERMINATING EVENT BY NOTEHOLDERS

                           In the course of restructuring Royal Oak, in the
                           event that one or more holders or former holders of
                           Royal Oak's Secured 12.75% Senior Subordinated Notes
                           due 2006 (the "Noteholders") or any associate or
                           affiliate thereof and/or any person or persons acting
                           jointly or in concert with any one or more of the
                           Noteholders or the associates or affiliates of any
                           one or more of the Noteholders, whether directly or
                           indirectly:

                  i.       acquire(s) beneficial ownership or control and
                           direction over the securities of Royal Oak which
                           represent or which are convertible or exchangeable
                           into securities of Royal Oak which represent or
                           would, upon conversion or exchange, represent 50% or
                           more of the total number of votes attached to Royal
                           Oak's then outstanding securities entitled to be
                           voted on the election of directors of Royal Oak;

                  ii.      acquire(s) or otherwise hold(s) the right to elect,
                           appoint or nominate for election as, directors of
                           Royal Oak, such number of persons as is equal to or
                           greater than 30% of the number of directors of Royal
                           Oak holding office as directors of Royal Oak
                           immediately prior to such right being acquired or
                           held; or

                  iii.     cause the dismissal (including without limitation,
                           constructive dismissal) of Margaret K. Witte as
                           Chairman or the Board of Directors of Royal Oak,

                           (Clauses i., ii. and iii. above are hereinafter
                           referred to individually or collectively as a
                           "Terminating Event")

                           the Employee's employment with Arctic or any
                           successor corporation shall be hereby guaranteed to
                           age 62 in such senior management or consulting
                           capacity as may be determined by Arctic or its
                           successor corporation at a salary and bonus equal to
                           the salary and bonus received by the Employee with
                           respect to the last completed fiscal year of Arctic,
                           and benefits (on a fully vested basis) comparable to
                           those accorded the Employee prior to the Terminating
                           Event.

                           Should the Employee elect to pursue such guaranteed
                           employment to age 62, he hereby agrees to fully and
                           capably perform all duties assigned to him by Arctic
                           or its successor corporation and waives any
                           subsequent right to claim for constructive dismissal
                           during the course of such employment and compensation
                           on termination after age 62 beyond the minimum
                           required by law.
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                                       3


                           Conversely, the Employee shall have the option,
                           exercisable within 30 days of the Terminating Event,
                           of terminating this Agreement and his employment
                           hereunder, immediately on delivery to Arctic and
                           Royal Oak of a notice in writing (the "Terminating
                           Notice"). If the Employee so terminates this
                           Agreement pursuant to this subparagraph (b.1), the
                           Employee shall be entitled to the following:

                           (A)      The Employee shall be paid within ten days
                                    of receipt by Arctic of the Terminating
                                    Notice, (I) an amount equal to two times the
                                    aggregate of the Employee's then current
                                    annual salary, and (II) a bonus to be
                                    calculated as the average bonus paid by
                                    Arctic to the Employee in the three full
                                    fiscal periods preceding the Terminating
                                    Notice,

                           (B)      At the Employee's option as set out in the
                                    Terminating Notice, Arctic shall either: (I)
                                    pay the Employee within ten days of receipt
                                    by Arctic of the Terminating Notice a lump
                                    sum payment equal to the then present cost
                                    to Arctic of all fringe benefits as set out
                                    in subsection 5(a) of the Employment
                                    Agreement (the "Fringe Benefits") which
                                    would have accrued to the benefit of the
                                    Employee during the period of 24 months
                                    immediately following receipt of the
                                    Terminating Notice by Arctic; or (II) the
                                    Employee shall be entitled to continue to
                                    participate, for the life of the Employee,
                                    in Arctic's Fringe Benefits in place for the
                                    Employee and his family at the time of
                                    receipt by Arctic of the Terminating Notice.

                                    In the event that the Employee chooses to
                                    continue to participate in the Fringe
                                    Benefits, Arctic shall pay the premiums
                                    relating thereto for a period of 24 months
                                    following its receipt of the Termination
                                    Notice such that there will be no
                                    discontinuation of benefits thereunder. The
                                    Employee covenants and agrees to continue
                                    paying the Fringe Benefit premiums from the
                                    25th month forward. The Employee may, in his
                                    sole discretion, elect to cancel any or all
                                    of the Fringe Benefits for the Employee, his
                                    family, or any one or more of them on
                                    written notice to Arctic. In the event that
                                    any or all Fringe Benefits carriers do not
                                    permit the Employee and/or his family to
                                    participate in any Fringe Benefit following
                                    his termination from Arctic, Arctic hereby
                                    covenants and agrees to obtain an equivalent
                                    Fringe Benefit plan at substantially the
                                    same cost for the Employee and his family,
                                    in which event Arctic's obligations for
                                    payment as set out above will continue to
                                    the same extent as if the Employee continued
                                    to participate in Arctic's Fringe Benefits,
                                    and

                           (C)      Arctic and Royal Oak shall provide the
                                    Employee with the right to immediately
                                    exercise all approved outstanding options,
                                    subject to confirmation of Exchange approval
                                    as specified in each Stock Option
                                    Agreement."
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1.2      Except to the extent specifically amended hereby, the parties confirm
         the provisions of the Employment Agreement.

IN WITNESS WHEREOF this Amending Agreement has been executed and delivered by
the parties effective the date first above written.

ARCTIC PRECIOUS METALS, INC.


Per:______________________________
         Authorized Signatory                                               c/s

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:


----------------------------------                ------------------------------
Witness                                                    ROSS F. BURNS

ROYAL OAK MINES INC.


Per:______________________________
         Authorized Signatory                                               c/s