EXHIBIT 10.7


     THIS FIRST AMENDMENT TO OPTION AGREEMENT (the "Amendment") is made and
entered into effective December 31, 2000, by and among Atlas Precious Metals
Inc., a Nevada corporation ("APMI") and Atlas Minerals Inc., a Colorado
corporation ("AMI"; AMI and APMI will be collectively referred to hereinafter as
"Atlas"), and Seabridge Resources Inc., a company incorporated under the laws of
the Province of British Columbia, Canada ("SRI") and Newco, a to be named U.S.
corporation to be incorporated as a wholly-owned subsidiary of SRI ("Newco";
Newco and SRI will be collectively referred to hereinafter as "Seabridge").

                                    RECITALS
                                    --------

     A. Atlas and Seabridge entered into an Option Agreement dated effective as
of February 14, 2000 (the "Agreement"), pursuant to which Atlas granted to
Seabridge an exclusive option (the "Option") to purchase the interests held by
Atlas in certain unpatented mining claims, fee lands and related assets located
in Malheur County, Oregon (collectively, the "Property").

     B. Pursuant to the Agreement, in order to keep the Option in effect,
Seabridge is required to timely make certain periodic payments (the "Option
Payments") to Atlas.

     C. The parties now desire to modify the Agreement to extend the term of the
Option and provide for an additional Option Payment to be made.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, conditions and obligations contained in this Amendment, the receipt
and sufficiency of which the parties hereby acknowledge, the parties hereto
agree to amend the Agreement as follows:

     1. Section 1.3 of the Agreement is hereby revised to read as follows:

          The term of the Option (the "Option Period") shall commence upon the
Effective Date, and shall continue through and including the earlier of (a) the
date the Option is exercised, (b) the date this Agreement is terminated pursuant
to Sections 7.1 or 7.2, or (c) December 31, 2001; provided, however, that in
order to maintain the Option in full force and effect Seabridge must timely make
each of the Option Payments described in Section 1.4 below, and provided further
that if the average price per ounce of gold as quoted on the London Bullion
Market Association P.M. fix for the ten business days prior to December 31, 2001
is less than U.S.$350 per ounce, then Seabridge shall have the option to extend
the Option Period through June 30, 2002, by timely making the Additional Option
Payment (as defined in Section 1.4) to Atlas.

<PAGE>


     2. Section 1.4 of the Agreement is hereby revised to read as follows:

          SRI agrees to timely make the following payments to Atlas during the
Option Period:

       On or Before                                       Amount of Payment
       ------------                                       -----------------
       February 14, 2000                                U.S. $150,000  (paid)
       July 31, 2000                                    U.S. $50,000   (paid)
       December 31, 2000                                U.S. $100,000  (paid)
       July 31, 2001                                    U.S. $50,000
       December 31, 2001 (if the average                U.S. $50,000
       price per ounce of gold as quoted
       on the London Bullion Market
       Association P.M. fix for the ten
       business days prior to December
       31, 2001 is less than U.S.$350/oz.)

     None of the above-referenced payments (such payments being collectively
referred to hereinafter as the "Option Payments") other than the payment due on
December 31, 2001 (the "Additional Payment") shall be credited against the
Purchase Price. In addition, none of the Option Payments shall be refundable to
SRI, whether or not it exercises the Option. In the event SRI fails to timely
make any Option Payment (or any other monetary payment set forth herein), Atlas
may elect to terminate this Agreement pursuant to the provisions of Section 7.2
hereof.

     3. The address for Davis Graham Stubbs LLP in Section 1.6 of the Agreement
is hereby changed to read "Suite 500, 1550 Seventeenth Street, Denver, Colorado
80202."

     4. Section 1.7(b)(i) of the Agreement is hereby revised to read as follows:

          Two Hundred Fifty Thousand Dollars (U.S. $250,000) or, in the event
the provisions of Section 1.2(b) apply, One Million Dollars (U.S. $1,000,000),
plus any additional amount required as a result of the imposition of the Minimum
Price, less the amount of the Additional Payment, if applicable, by wire
transfer in immediately available funds;

     5. Section 2.1(d) of the Agreement is hereby revised to read as follows:

          To the extent the Agreement remains in effect during any portion of
the month of February of any calendar year, Seabridge shall be financially
responsible for the annual payments to the Oregon Department of Geology and
Mineral Industries due on or before February 28th of each such year in order to
maintain the exploration permits listed on Exhibit C (the "Exploration
Permits"). Not later than February 10th of each such year, Seabridge shall
forward to Atlas a wire transfer (in accordance with written instructions to be
provided by Atlas) in the amount of each of those payments (as set forth on
Schedule 2.1 or as provided in written notice from Atlas to Seabridge). If the
required amount is timely forwarded to Atlas, Atlas shall then be obligated to
timely make the required payments not later than February 15th, and to provide
evidence of such payments to Seabridge not later than February 20th.

<PAGE>


     6. For purposes of Section 8.1 of the Agreement, the address and contact
information for Atlas is hereby revised to read as follows:

                  ATLAS MINERALS INC.
                  2323 South Troy Street, Suite 5-210
                  Aurora, Colorado  80014
                  Attention:  Jim Jensen

     Except as set forth above, the parties hereby ratify and confirm all of the
terms and conditions of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day first above written.

                             ATLAS MINERALS INC.,
                             a Colorado corporation



                             By:
                                 -----------------------------------------------
                                 James R. Jensen
                                 Chief Financial Officer


                             ATLAS PRECIOUS METALS INC.
                             a Nevada corporation



                             By:
                                 -----------------------------------------------
                                 James R. Jensen
                                 Chief Financial Officer


                             SEABRIDGE RESOURCES INC.
                             a British Columbia corporation



                             By:
                                 -----------------------------------------------
                                 Rudi Fronk
                                 President & C.E.O