Exhibit 10.4


                       AMENDMENT NO. 2 TO OPTION AGREEMENT
                       -----------------------------------


THIS AGREEMENT made as of the 25th day of October, 2002.

BETWEEN:

                  LOCKE B. GOLDSMITH Geologist, of Suite 301,1855 Balsam
                  Street, Vancouver, British Columbia V6K 3M3

                  (the "Optionor")

                                                               OF THE FIRST PART
AND:
                  SOUTHBORROUGH VENTURES INC., a company duly
                  incorporated pursuant to the laws of the state of Nevada

                  (the "Optionee")

                                                              OF THE SECOND PART

WHEREAS:

A.       The Optionor and the Optionee have entered into an option agreement
         dated November 20, 2000, as amended, with respect to certain mineral
         claims located in the Slocan Mining Division of British Columbia (the
         "Option Agreement").

B.       The Optionor and the Optionee entered into an amendment of the Option
         Agreement dated July 29, 2001 in order to extend the dates for
         completion of the required issuances of shares and completion of
         exploration expenditures on the mineral claims.

C.       The Optionor and the Optionee have agreed to further amend the dates
         for the completion of the required issuance of shares and the required
         completion of exploration expenditures on the mineral claims on the
         terms and condtions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$500.00 US now paid by the Optionee to the Optionor (the receipt of which is
hereby acknowledged), the parties agree as follows:

1. Section 4(b) of the Option Agreement, as amended, is hereby deleted and
replaced with the following in order to extend the dates for completion of the
required issuances of shares and completion of Exploration Expenditures on the
Property as follows:

              "4(b) The Option shall be exercised by the Optionee:

               (i)  paying the Optionor $1,000 U.S. on the execution of this
                    Agreement, the receipt of which is hereby acknowledged by
                    the Optionor;

               (ii) allotting and issuing to the Optionor, as fully paid and
                    non-assesable, the Shares as follows:

                    (A)  5,000 shares forthwith upon execution of this Agreement
                         (which shares have been issued);

                    (B)  25,000 shares upon the completion of the second phase
                         of an exploration program on the Property on or before
                         June 30, 2003; and

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                    (C)  25,000 shares upon the completion of the third phase of
                         an exploration program on the Property on or before
                         October 31, 2003

               (iii) incurring Exploration Expenditures of $135,000 U.S. on the
                    Property on a three-phase exploration program as follows:

                    (A)  $5,000 U.S. on or before July 31, 2002 (which has been
                         completed);

                    (B)  a further $10,000 U.S. on or before June 30, 2003; and

                    (C)  a further $120,000 U.S. on or before October 31, 2003.

                In the event that the Optionee spends, in any of the above
                periods, less than the specified sum, it may pay to the Optionor
                the difference between the amount it actually spent and the
                specified sum before the expiry of that penod in full
                satisfaction of the Exploration Expenditures to be incurred. In
                the event that the Optionee spends, in any period, more than the
                specified sum, the excess shall be carried forward and applied
                to the Exploration Expenditures to be incurred in succeeding
                periods.

                The Option shall be deemed to be exercised upon the Optionee
                making all payments, issuing all shares and incurring all
                Exploration Expenditures in accordance with this Paragraph
                4(b)."

2.       The Option Agreement, as previously amended, shall continue in full
         force and effect without amendment except as expressly amended by this
         Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written

SIGNED, SEALED AND DELIVERED
BY LOCKE B. GOLDSMITH
in the presence of:

/s/  Terez Szigeti                             /s/  Locke B. Goldsmith
-------------------------------                ---------------------------------
Signature of Witness                           LOCKE B. GOLDSMITH

/s/  Terez Szigeti
-------------------------------
Name of Witness
5050 Sanders St. Bby.
-------------------------------
Address

SOUTHBORROUGH VENTURES INC.
by its authorized signatory:

/s/  John H. Taylor
-------------------------------
Authorized Signatory