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                                                                   Exhibit 10.20

                               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 -

                           MARGARET K. WITTE

                           530 Overlake Drive East, Medina, Washington 98039

                           (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 21st day of July, 1995 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 her 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 interest 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)       The period at the end of clause (iii) of subsection 6(d) of
                  the Employment Agreement be deleted and replaced with: ";or"
                  and clause (iv) be added as follows:

                  "(iv)    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 the
                                    Employee as Chairman or the Board of
                                    Directors of Royal Oak."

         b)       Clause 6(d)(aa) be deleted in its entirety and replaced with
                  the following words:

                  "(aa)

                           (i)      Within 10 days of delivery to Arctic of the
                                    Terminating Notice, Arctic shall pay the
                                    Employee an amount equal to three times the
                                    aggregate of the Employee's then current
                                    annual salary;

                           (ii)     Within 10 days of delivery to Arctic of the
                                    Terminating Notice, Arctic shall pay the
                                    Employee a bonus to be calculated as the
                                    average bonus paid by Arctic to the Employee
                                    in the three full fiscal periods preceding
                                    the Notice of Termination;

                           (iii)    At the Employee's sole election, as set out
                                    in the Terminating Notice, Arctic shall
                                    either:
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                                    (A)     within 10 days of delivery to Arctic
                                            of the Termination Notice, pay the
                                            Employee a lump sum payment equal to
                                            the then present cost to Arctic of
                                            all fringe benefits as set out in
                                            subparagraph 5(d) 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 delivery to Arctic of the
                                            Terminating Notice; or

                                    (B)      permit the Employee to continue to
                                             participate, for the life of the
                                             Employee, in Arctic's Fringe
                                             Benefits in place for the Employee
                                             and her family at the time of
                                             delivery to 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 delivery of the Termination Notice
                                    such that there will be no discontinuation
                                    of benefits thereunder. Thereafter, the
                                    Employee agrees to continue paying the
                                    Fringe Benefit premiums from the 25th month
                                    forward. The Employee may, in her sole
                                    discretion, elect to cancel any or all of
                                    the Fringe Benefits for the Employee, her
                                    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
                                    her family to participate in any Fringe
                                    Benefit following her termination from
                                    Arctic, Arctic hereby covenants and agrees
                                    to obtain substantially similar Fringe
                                    Benefit plans at substantially the same cost
                                    for the Employee and her 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.

                                    For the purposes of calculating the present
                                    value of the Fringe Benefits, the value of
                                    such benefits shall be deemed to be the cost
                                    to Arctic of providing same.

                           (iv)     Following delivery of the Termination
                                    Notice, Arctic shall cause to be kept in
                                    full force and effect, the Financial Life
                                    Assurance Company of Canada Life Insurance
                                    Policy Number W00631542 for the insured
                                    amount of $2,000,000 Canadian Dollars and
                                    the John Hancock Mutual Life Insurance
                                    Company Life Insurance Policy Number UL
                                    0250406 in the amount of $600,000 USA
                                    Dollars owned by Arctic on the life of the
                                    Employee (the "Insurance Policies"). Arctic
                                    shall continue making payments as required
                                    to pay each of the Insurance Policies out in
                                    full. Forthwith on payment in full of such
                                    Insurance Policies, Arctic shall assign its
                                    ownership in both Insurance Policies to the
                                    Employee at no cost to the Employee."
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1.2      Clause 6(d)(bb) be amended by adding the following sentence to the end
         of this provision:

                  "Arctic hereby covenants and agrees to forthwith pay the
                  Employee a sum equal to the tax liability that the Employee
                  would be obligated to pay on the assignment by Arctic to the
                  Employee of the amounts set out herein, and Arctic will pay
                  any additional amounts levied on any subsequent reassessment
                  by the Internal Revenue Service or Revenue Canada."

1.3      Clause 6(d)(dd) shall be added to the Employment Agreement as follows:

            "(dd) Arctic shall pay any additional amount required to provide the
                  Employee with payments and benefits under this Agreement that
                  are the same, after payment of all federal and state excise,
                  income and employment taxes, as the Employee would have
                  received, after payment of all federal and state income and
                  employment taxes, had no payments or benefits been subject to
                  excise taxes imposed by Section 4999 of the INTERNAL REVENUE
                  CODE or income taxes imposed by the INCOME TAX ACT (CANADA).
                  Any such additional payment shall be made no later than the
                  date of any payment under this Agreement that would be subject
                  to excise taxes imposed by Section 4999 of the INTERNAL
                  REVENUE CODE or the INCOME TAX ACT (CANADA), and shall be
                  subject to withholding of all applicable federal and state
                  excise, income and employment taxes."

1.4      Except to the extent specifically amended hereby, the parties confirm
         the provision 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.                ROYAL OAK MINES INC.

                                     c/s                                     c/s

Per:_____________________________           Per:____________________________
       Authorized Signatory                         Authorized Signatory

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:


---------------------------------               ----------------------------
Witness                                              MARGARET K. WITTE