Exhibit 10.18

                       AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective as of
March 28, 1997, by and between GOLDEN QUEEN MINING COMPANY, INC.
("Corporation") and BERNARD F. GOODSON ("Employee").

                                   Recitals

A.  On or about May 24, 1996, Corporation and Employee entered into that
certain Employment Agreement ("Agreement"), a copy of which is attached hereto
as Exhibit A, pursuant to which Corporation agreed to employ the Employee as
its Vice President Administration and Controller, and Employee agreed to accept
such employment, on the terms and conditions contained therein.  Terms not
defined herein shall have the meaning ascribed in the Agreement.

B.  Corporation and Employee desire to, and hereby do, amend the Agreement as
hereinafter provided.

                              Operative Provisions

NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby
incorporated herein by reference, and of the terms and conditions herein
contained the parties hereto agree as follows:

1.  Term of Employment.  Section Two of the Agreement is hereby amended to read
in its entirety as follows:

                                 "SECTION TWO

                              TERM OF EMPLOYMENT

     Corporation hereby employs Employee, and Employee hereby accepts
     employment with Corporation, for a continuous period commencing on April
     1, 1996, subject to termination of this Agreement only as hereinafter
     provided in Section Five."

2.  Compensation.  Section Three of the Agreement is hereby amended to read in
its entirety as follows:

                                "SECTION THREE

                                 COMPENSATION

     Corporation shall pay Employee, and the Employee shall accept from
     Corporation, compensation at the minimum annual rate of U.S. $86,000
     during his employment with Corporation, prorated and payable semi-monthly
     or on such other basis as the parties may hereafter agree.  Such minimum
     compensation may be adjusted for merit or other raises as from time to
     time determined by the President and Chief Executive Officer and/or the
     Board of Directors of Corporation or any Committee thereof having such
     authority.  Employee shall be entitled to a minimum paid vacation of three
     (3) weeks in any calendar year.  Employee shall also be entitled to an
     annual cash bonus which will be set by the Board of Directors of the
     Corporation and based upon the Employee's performance and the financial
     condition of the Corporation."

3.  Termination.  Section Five of the Agreement is hereby amended to read in
its entirety as follows:

                                 "SECTION FIVE

                                  TERMINATION

     This Agreement may be terminated by Employee or Corporation only for any
     of the following reasons:

     1.  Voluntarily and without cause, subject to Section Six, upon at least 2
     months' prior written notice of termination by Corporation to the Employee
     or by the Employee to the Corporation; or 

     2.  By the Corporation for cause (as hereinafter defined in Section Ten);
     or

     3.  Subject to Section Six, by either Employee or the Corporation upon a
     Change of Control (as hereinafter defined in Section Six); or

     4.  Upon retirement by Employee."

4.  Severance Compensation.  The first sentence of paragraph 2 of Section Six
is hereby amended to read in its entirety as follows:

     "If Corporation shall terminate this Agreement for any reason except cause
     as defined in Section Ten, then, upon the effective date of termination,
     the Corporation shall pay Employee an amount equal to twenty-four (24)
     months' salary."

          Paragraph 3(b) of Section Six is hereby amended to read in its
entirety as follows:     

     "Irrespective of any other provision of this Agreement regarding
     termination, if the event described above constituting a Change in Control
     shall have occurred, upon the subsequent termination of Employee's
     employment (unless such termination is by the Corporation for cause or by
     Employee other than for "Good Reason"), Employee shall be entitled to and
     will receive no later than the thirtieth (30th) day following the date of
     termination a lump-sum severance payment equal to two (2) times Employee's
     then current annual base salary.  In addition, all benefits then
     applicable to Employee shall be continued for a period of twenty-four (24)
     months.  In the event Employee has existing stock options, they will be
     honored and all such options will vest immediately and may be exercised by
     Employee at any time within three (3) months following the date of his
     termination."

5.  Miscellaneous.

     a.  The Agreement, as amended by this Amendment, contains the entire
     agreement and understanding between the parties with respect to the terms
     and conditions thereof.  There are no oral understandings, terms or
     conditions, and neither party has relied upon any representations, express
     or implied, not contained in the Agreement or in this Amendment.  All
     prior understandings, terms or conditions are deemed merged into the
     Agreement as amended by this Amendment.

     b.  This Amendment may not be changed orally, but only by agreement in
     writing and signed by the party against whom enforcement of any waiver,
     change, modification or discharge is sought.

     c.  Except as set forth in this Amendment, all of the provisions of the
     Agreement shall remain unchanged and in full force and effect.

     d.  This Amendment may be executed in counterparts, each of which shall be
     deemed an original and together shall constitute one and the same
     agreement, with one (1) counterpart being delivered to each party hereto.

     IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as
of the day and year first written above.

EMPLOYEE:                          CORPORATION:

/s/ Bernard F. Goodson             Golden Queen Mining Company, Inc.
------------------------------
                                   /s/ Steven Banning
                                   ------------------------------
                                   Its president