Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Resources Inc. - Exhibit 10.18







OPTION AGREEMENT 


                This
  Agreement is made as of October 15, 2003 

BETWEEN: 


  
    
      
        
           QUINCY RESOURCES INC., a corporation incorporated
            under the laws of Nevada and having an address of 309 Center Street,
            Hancock, Michigan, facsimile no.: (906) 482-4695 

           ("Quincy") 

        

      

    

  



AND: 


  
    
      
        
           SEABRIDGE GOLD CORPORATION, a corporation
            incorporated under the laws of Nevada and, for the purposes of this
            Agreement, having an address of 172 King Street East, 3rd Floor, Toronto,
            Ontario, M5A 1J3, facsimile no.: (416) 367-2711 

           ("Seabridge") 

        

      

    

  



WHEREAS:  

	A.	Seabridge holds a 100% interest in certain
        unpatented mining claims known as the Quartz Mountain Project located
        in Lake County, Oregon; and

	 	 
	B.	Seabridge has determined to grant Quincy
        an exclusive option to eran a joint venture interest in the Quartz Mountain
        Project, not including the "Excluded Ounces" as defined herein.



 NOW THEREFORE in consideration of the mutual promises
  made to each other in this Agreement, Seabridge and Quincy (each a "Party"
  and collectively the "Parties") hereby agree as follows: 

	1.	Representations and Warranties

	 	 	 	 
	 	1.1. 	
Seabridge represents and warrants to Quincy that:

	 	 	 	 
	 	 	(a)
	Seabridge is a corporation
        duly organized, validly existing, and in good standing under the laws
        of Nevada.

	 	 	 	 
	 	 	(b)
	Seabridge has the requisite
        corporate power and authority:

	 	 	 	 	 
	 	 	 	(i)
	to enter into this Agreement and all
        other agreements contemplated hereby, and

	 	 	 	 	 
	 	 	 	(ii)
	to carry out and perform its obligations
        under the terms and provisions of this Agreement and all agreements contemplated
        hereby.

	 	 	 	 	 
	 	 	(c)
	All requisite corporate
        action on the part of Seabridge, and its officers and directors, necessary
        for the execution, delivery and performance of this Agreement and all
        other agreements of Seabridge contemplated hereby, have been taken. This
        Agreement and all agreements and instruments contemplated hereby, when
        executed and delivered by Seabridge, will be legal, valid, and binding
        obligations of Seabridge enforceable against Seabridge in accordance with
        their terms. The execution, delivery and performance of this Agreement
        will not violate any provision of law; any order of any court or other













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	 	 	 	agency of government; or
        any provision of any indenture, agreement or other instrument to which
        Seabridge is a party or by which its properties or assets are bound; or
        be in conflict with, result in a breach of, or constitute (with
        due notice and lapse of time) a default under any such indenture, agreement
        or other instrument. There is no law, rule or regulation, or any judgment,
        decree or order of any court or governmental authority binding on Seabridge
        which would be contravened by the execution, delivery, performance or
        enforcement of this Agreement or any instrument or agreement required
        hereunder. However, no representation is made as to:

	 	 	 	 	 
	 	 	 	(i)
	the remedy of specific performance or
        other equitable remedies for the enforcement of this Agreement or any
        other agreement contemplated hereby; or

	 	 	 	 	 
	 	 	 	(ii)
	rights to indemnity under this Agreement
        for securities law liability.

	 	 	 	 
	 	 	Additionally, this representation
        is limited by applicable bankruptcy, insolvency, moratorium, and other
        similar laws affecting generally the rights and remedies of creditors
        and secured parties;

	 	 	 	 
	 	 	(d)
	Seabridge holds a 100% interest
        in the 67 unpatented mining claims (the "Property") which are more
        fully described on Schedule "A" attached hereto, which claims are granted
        and held pursuant to the United States Mining Law of 1872. For the purpose
        of this Agreement, the Property excludes the 2.744 million ounce gold
        resource (the "Excluded Ounces") as defined in the April 12, 2002
        report prepared by Michael J. Lechner;

	 	 	 	 
	 	 	(e)
	The Property is subject
        to the terms and conditions of two royalty agreements, the first of which
        is dated December 17, 2001, by and between Seabridge and Quartz Mountain
        Resources Ltd. and Wavecrest Resources Inc. (the "QMR Royalty")
        which is attached hereto as Schedule "B"; and the second of which is dated
        December 18, 2001, as amended July 5, 2003, by and between Seabridge and
        William M. Sheriff (the "Sheriff Royalty") which is attached hereto
        as Schedule "C";

	 	 	 	 
	 	 	(f)
	To the best of its knowledge
        and belief each of the unpatented claims included in the Property will
        have been validly located, filed and recorded in compliance with the laws
        of the State of Oregon and of the United States as they relate to location
        and recording of such claims; that Seabridge will have timely complied
        with all of the filing provisions of the Federal Land Policy and Management
        Act (43 U.S.C. Section 1701, et seq.) as they pertain to the unpatented
        claims included within the Property and that said claims are valid and
        subsisting mining claims;

	 	 	 	 
	 	 	(g)
	Seabridge's rights in the
        Property are not subject to any prior agreement, encumbrance, burden or
        restriction, created by any act or instrument of Seabridge; that to the
        best of Seahridge's knowledge, the Property is free from liens and encumbrances
        and other adverse claims by third parties; and that the Property is not
        burdened with any royalties, overriding royalties, net profits interests
        or payments on production except for those which are fully described in
        the QMR Royalty and the Sheriff Royalty;

	 	 	 	 
	 	 	(h)
	the execution, delivery
        and performance of this Agreement by Seabridge and the consummation of
        the transactions contemplated herein, including the transfer of an Interest
        in the Property to Quincy, does not and will not result in or constitute
        any of the following: (i) a default, breach or violation or an event that,
        with notice or lapse of time or both, would be a default, breach or violation
        of any of the terms, conditions or













- 3 -


	 	 	 	provisions of the articles
        or by-laws of Seabridge, or any lease, lien, permit, promissory note,
        security agreement, commitment, indenture, mortgage, hypothecation, deed
        of trust or other agreement, instrument or arrangement to which Seabridge
        is a party or by which it or the Property is bound; (ii) an event that
        would permit any party to rescind any agreement or accelerate the maturity
        of any obligation of Seabridge related to the Property; (iii) the creation
        or imposition of any lien on the Properly; or (iv) an event requiring
        the consent of any other party, including, without limitation, the shareholders
        of Seabridge; and

	 	 	 	 
	 	 	(i)	to the best of Seabridge's
        knowledge, there are no outstanding work orders or actions required to
        be taken relating to environmental matters, or any existing condition
        on the Property which could be the basis therefor, in respect to the Property
        or any operations thereon and that it has no knowledge of any other environmental
        issues affecting the Property.

	 	 	 	 
	 	1.2.	 Quincy represents and warrants to Seabridge
      that:
	 	 	 	 
	 	 	(a)	Quincy is a corporation
        duly organized, validly existing, and in good standing under the laws
        of Nevada.

	 	 	 	 
	 	 	(b)	Quincy is duly registered
        to do business in the State of Nevada.

	 	 	 	 
	 	 	(c)	Quincy has the requisite
        corporate power and authority:

	 	 	 	 	  
	 	 	 	(i)
	to enter into this Agreement and all
        other agreements contemplated hereby, and

	 	 	 	 	 
	 	 	 	(ii)
	to carry out and perform its obligations
        under the terms and provisions of this Agreement and all agreements contemplated
        hereby.

	 	 	 	 
	 	 	(d)	All requisite corporate
        action on the part of Quincy, and its officers and directors, necessary
        for the execution, delivery and performance of this Agreement and all
        other agreements of Quincy contemplated hereby, have been taken. This
        Agreement and all agreements and instruments contemplated hereby, when
        executed and delivered by Quincy, will be legal, valid, and binding obligations
        of Quincy enforceable against Quincy in accordance with their terms. The
        execution, delivery and performance of this Agreement will not violate
        any provision of law; any order of any court or other agency of government;
        or any provision of any indenture, agreement or other instrument to which
        Quincy is a party or by which its properties or assets are bound; or be
        in conflict with, result in a breach of, or constitute (with due notice
        and lapse of time) a default under any such indenture, agreement or other
        instrument. There is no law, rule or regulation, or any judgment, decree
        or order of any court or governmental authority binding on Quincy which
        would be contravened by the execution, delivery, performance or enforcement
        of this Agreement or any instrument or agreement required hereunder. However,
        no representation is made as to:

	 	 	 	 	  
	 	 	 	(i)
	
the remedy of specific performance or other equitable
        remedies for the enforcement of this Agreement or any other agreement
        contemplated hereby; or

	 	 	 	 	  
	 	 	 	(ii)
	
rights to indemnity under this Agreement for securities
        law liability. Additionally, this representation is limited by applicable
        bankruptcy, insolvency, moratorium, and other similar laws affecting generally
        the rights and remedies of creditors and secured parties;













- 4 -


	 	 	(e)	Quincy has obtained all consents, approvals,
      authorizations, declarations, or filings required by any federal, state,
      local, or other authority, or any lenders, creditors, and other third parties
      in connection with the valid execution, delivery, and performance of this
      Agreement and the consummation or the transaction contemplated hereby.
	 	 	 	 
	 	 	(f)	All negotiations relative to this Agreement and
      the transactions contemplated hereby have been carried on by Quincy in such
      manner as not to give rise to any valid claim against Seabridge for a brokerage
      commission, finder's fee or other fee or commission arising by reason of
      the transactions contemplated by this Agreement.
	 	 	 	 
	 	 	(g)	
        On the date of this Agreement, 17,044,751 common shares of Quincy are
          issued and outstanding and trade on the OTC Bulletin Board. Total shares
          outstanding on a fully diluted basis consist of 17,044,751 shares. When
          issued, Quincy shall make all reasonable efforts to ensure that the
          Share Payments (defined below) will be freely tradable and Quincy shall
          have complied with all of the requirements of that exchange for issuing
          the Share Payments.

      

	 	 	 
	 	1.3. 	The representations and
        warranties hereinbefore set out are conditions upon which each of Seabridge
        and Quincy has relied in entering into this Agreement and shall survive
        the exercise of the Option, and each of Seabridge and Quincy hereby forever
        indemnifies and saves the other harmless from all loss, damage, costs,
        actions and suits arising out of or in connection with any breach of any
        representation or warranty made by it and contained in this agreement.

	 	 	 
	2.	The Option
	 	 	 
	 	2.1. 	Grant of Option.
        Seabridge hereby irrevocably grants to Quincy the sole and exclusive option
        to earn a 50% legal and beneficial interest in the Property (not including
        the Excluded Ounces) and all of Seabridge's rights, licenses or permits
        relating thereto (the "Option") on the terms set out herein.

	 	 	 
	 	2.2.	 Option Earn-In. To maintain the Option
      in good standing and earn its 50% interest in the Property, Quincy must:
	 	 	 	 
	 	 	(a)	incur Expenditures (as defined in Section 2.3)
      in the aggregate of one million five hundred thousand dollars ($1,500,000)
      on or prior to the fifth anniversary date of this Agreement (the "Option
      Period") with the following minimum cumulative expenditures:
	 	 	 	 	 
	 	 	 	(i)	a total of $100,000 on or before the first anniversary date
      of this Agreement;
	 	 	 	 	 
	 	 	 	(ii)	a total of $250,000 on or before the second anniversary date
      of this Agreement;
	 	 	 	 	 
	 	 	 	(iii)	a total of $500,000 on or before the third anniversary date
      of this Agreement; and
	 	 	 	 	 
	 	 	 	(iv)	a total of $1,500,000 on or prior to the fifth anniversary
      date of this Agreement; and
	 	 	 	 
	 	 	(b)	issue Seabridge two hundred
        fifty thousand (250,000) fully paid and non-accessible common shares of
        Quincy (the "Share Payments") on the following schedule:

	 	 	 	 	 
	 	 	 	(i)	50,000 common shares on execution of this Agreement; and
	 	 	 	 	 
	 	 	 	(ii)	200,000 common shares within 30 days of satisfying the Expenditure
      obligations as detailed in 2.2(a).












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	 	2.3. 
	Expenditures. For
        the purposes of Section 2.2(a), the term "Expenditures" means:

	 	 	 	 
	 	 	(a)
	all Land Holding Fees (as
        defined in Section 5.1);

	 	 	 	 
	 	 	(b)
	those costs incurred to
        perform work on the Property including, without limitation:

	 	 	 	 	 
	 	 	 	(i)
	payments and benefits to personnel engaged
        in the work program on the Property (including analysis and reports thereon)
        and such persons' travelling expenses;

	 	 	 	 	 
	 	 	 	(ii)
	costs of rehabilitation, reclamation
        or remediation;

	 	 	 	 	 
	 	 	 	(iii)
	disbursements for such third party services
        as drilling, assaying, geophysics and the like;

	 	 	 	 	 
	 	 	 	(iv)
	staking additional claims which become
        part of the Properly as provided for herein;

	 	 	 	 	 
	 	 	 	(v)
	consulting fees and labour costs;

	 	 	 	 	 
	 	 	 	(vi)
	costs of supplies and making equipment
        available, and the transportation thereof;

	 	 	 	 	 
	 	 	 	(vii)
	costs of transporting personnel;

	 	 	 	 	 
	 	 	 	(viii)
	 title work and the costs of recording
        same; and

	 	 	 	 	 
	 	 	 	(ix)
	the cost of any acquisition included
        as part of the Property as provided for herein.

	 	 	 	 
	 	 	(c)
	For greater clarity, Expenditures
        shall not include Quincy corporate overheads, including executive or director
        salaries, fees or expenses.

	 	 	 
	 	2.4. 
	Upon satisfying the conditions
        of Section 2.2, Quincy will be deemed to have exercised the Option whereupon
        a 50% interest in the Property shall vest in Quincy (the "Option Vesting").

	 	 	 
	3.
	Termination of the Agreement

	 	 	 	 
	The initial $100,000 in
        Expenditures outlined in Section 2.2(a)(i) is a firm obligation of Quincy.
        All other Expenditures and Share Payments required to keep the Option
        in good standing as outlined in Section 2.2 are optional at the sole discretion
        of Quincy and Quincy shall not be required to make any such Payment or
        incur any such Expenditures unless it wishes to keep the Option in good
        standing. In the event Quincy does not incur the required aggregate Expenditures
        within the requisite time period but wishes to keep the Option in good
        standing, it shall be entitled to do so by making a non-refundable payment
        to Seabridge equal to the difference between the required minimum aggregate
        Expenditures and the amount of Expenditures actually incurred. This agreement
        may be terminated at any time by Quincy upon giving Seabridge 60 days
        written notice of termination, provided that such termination will not
        relieve Quincy of its obligation pursuant to Section 2.2(a)(i). Until
        Option Vesting has occurred, this Agreement shall automatically terminate
        if Quincy fails to:

	 	 	 	 
	 	 	(a)
	pay the Land Holding Fees
        (as defined in Section S.1);

	 	 	 	 
	 	 	(b)
	incur the Expenditures,
        or

	 	 	 	 
	 	 	(c)
	satisfy the Share Payments,




 when due and Quincy does not cure such failure within 30 days
  after notice of such failure from Seabridge. Seabridge will provide Quincy with
  an invoice for all land holding costs, no later than 45 days prior to their
  due date. Quincy will have 15 days to remit such costs to Seabridge.







 - 6 - 

	4.
	Information Disclosure

	 	 	 
	Upon execution of this Agreement
        and throughout its term, Seabridge will make available to Quincy all information
        in its possession or control relating to work done on or with respect
        to the Property.

	 	 	 
	5.
	Rights and Obligations
        Prior to Option Vesting

	 	 	 	 
	 	5.1. 
	Land Holding Fees.
        Until the Option Vesting occurs or this Agreement is terminated, Quincy
        shall be responsible for all obligations associated with the Property
        including:

	 	 	 	 
	 	 	(a)
	making all required payments to the
        U.S. Bureau of Land Management in connection with the Property, including
        reimbursement to Seabridge for payments already made to the BLM in connection
        with the 2003/2004 assessment year;

	 	 	 	 
	 	 	(b)

          
	making required payments to Washoe County,
        Oregon, for intent-to-hold fees including the reimbursement to Seabridge
        for payments already made to the county in connection with the 2003/2004
        assessment year; 

	 	 	 	 
	 	 	and otherwise maintaining
        the Property in good standing (the "Land Holding Fees"), and any
        costs incurred in connection therewith shall be included as Expenditures
        pursuant to Section 2.3. Until Option Vesting occurs, neither party shall
        be entitled to create any liens or encumbrances against title to the Property
        or to alter the terms of any agreements affecting title to the Property
        without the prior written approval of the other party.

	 	 	 
	 	5.2. 
	Work Standards. All
        work done by Quincy shall be done in accordance with good mining, exploration
        and development practice and in compliance with all applicable laws and
        regulations including all reclamation obligations.

	 	 	 
	 	5.3. 
	Indemnity. Until
        the Option Vesting occurs Quincy shall indemnify and save harmless Seabridge
        from and against all suits, claims, demands, losses and expenses that
        directly arise as a result of Quincy's activities on the Property.

	 	 	 
	 	5.4. 
	Annual Reports. Until
        the Option Vesting occurs, Quincy shall provide Seabridge with annual
        reports indicating any results and interpretations obtained or received
        in connection with exploration or development work on the Property and
        an accounting of expenditures which were incurred. The annual report will
        be submitted to Seabridge on or before 90 days following each anniversary
        date of the Agreement. Notwithstanding such disclosure by Quincy, it shall
        not have any liability or responsibility to Seabridge in connection with
        any reports or results that it provides to Seabridge, or any information
        contained therein, and Seabridge agrees that it will rely on its own appraisals
        and interpretations related thereto. 

	 	 	 
	 	5.5. 
	Site Visits. Until
        the Option Vesting occurs, Seabridge may visit the Property and have access
        to all exploration results from the Property, provided reasonable notice
        is given to Quincy and the costs of any such visits shall be borne by
        Seabridge and Quincy shall be held blameless and shall be indemnified
        by Seabridge for any claim or liability arising out of any actions by
        or the presence of Seabridge or its employees on the Property. Seabridge
        acknowledges and agrees that Quincy shall not bear any responsibility
        or liability for any use of any information so obtained by Seabridge or
        as to the accuracy or completeness of such information.

	 	 	 
	 	5.6.
	Exclusive Possession.Until
        the Option Vesting occurs, Quincy will be the operator of the Property
        and in its sole discretion shall be responsible for proposing, carrying
        out and administering exploration and development work upon the Property
        and shall have exclusive










- 7 -

	 	 	charge of all operations on the Property. Quincy
        shall have full rights of access to and quiet and exclusive possession
        of the Property and have the exclusive right to conduct exploration and
        development work on the Property, with the full right to remove mineral
        samples and ores for the purpose of assays and tests, and to have such
        buildings, machinery, equipment and supplies on the Property as it deems
        necessary.

	 	 	 
	 	5.7. 
	 Dropping Claims. Until the Option Vesting
        occurs, and upon providing Seabridge with notice to that effect, Quincy
        may relinquish to Seabridge one or more of the claims comprising the Property,
        provided that if notice of relinquishment of claims is provided between
        June 30 and August 31, in any year, Quincy shall be responsible for paying
        the filing fees and claim maintenance costs to keep such claims in good
        standing for the next year, whereupon Quincy shall have no further obligations
        with respect to such claims. In the event that at any time, until the
        Option Vesting occurs, Quincy has dropped or transferred to Seabridge
        the claims which comprise the whole of the Property, then this Agreement
        shall thereupon terminate and Quincy shall have no further obligations
        or responsibilities in respect of the Property or to Seabridge. If Quincy
        wishes to withdraw from this Agreement prior to the Option Vesting occurring
        or wishes to drop or abandon any claims comprising the Property in accordance
        with the terms hereof, it must complete all its cleanup, rehabilitation
        and reclamation obligations with respect to any work it has conducted
        hereunder with respect to the claims comprising the Property or the claims
        to be dropped, in accordance with all applicable regulations.

	 	 	 
	 	5.8. 
	Assignment. During the Option, neither party
        will assign, dispose or otherwise transfer any interest in the Agreement
        or in the Property to any third party except with the consent of the other
        party, such consent not to be unreasonably withheld.

	 	 	 
	6.	The Joint Venture

	 	 	 
	 	6.1.
	Joint Venture Agreement. Upon the Option Vesting
        occurring, a joint venture agreement in the form attached hereto as Schedule
        "D" will be deemed to have been entered into between Seabridge and Quincy,
        provided that the parties may, by mutual consent, enter into such other
        form of agreement as is acceptable to both parties.

	 	 	 
	 	6.2. 
	Increase in Interest. Upon the Option Vesting
        occurring, Quincy shall have a one-time further option to increase its
        interest in the Property from 50% to 62.5% by (i) agreeing to fund 100%
        of the costs to complete a Feasibility Study (as defined in Section 6.3)
        within three (3) years of electing to do so as herein provided, and (ii)
        by issuing Seabridge an additional two hundred and fifty thousand (250,000)
        common shares (the "Additional Share Payment") at the completion
        of the Feasibility Study. Within 90 days of Option Vesting, Quincy shall
        notify Seabridge in writing (the "Notice Date") whether it elects
        either (i) to complete a Feasibility Study within three (3) years of the
        Notice Date; or (ii) remain at a 50% interest.

	 	 	 
	 	6.3. 
	Feasibility Study. For the purposes of Paragraph
        6.2, a "Feasibility Study" means a study that has been vetted by a recognized
        independent minerals industry consulting firm and in a form customarily
        required by third-party financing organizations showing the feasibility
        of placing the Property into production, in such form and detail and using
        such assumption as to mineral prices customarily used in determining the
        viability of mining projects such as the Property and including a reasonable
        assessment of the mineable mineral reserves and their amenability to milling,
        a complete description of the work, equipment and supplies required to
        bring the Property into production and the estimated cost thereof, a description
        of the









- 8 -

	 	 	 mining methods to be employed
        and a financial appraisal of the proposed operations supported by explanations
        of the following information:

	 	 	 	 
	 	 	(a)
	a description of that part of the Property
        to be covered by the proposed mine,

	 	 	 	 
	 	 	(b)
	the estimated recoverable reserves of
        minerals and the estimated composition and content thereof, including
        the effect of grade, dilution and impurities,

	 	 	 	 
	 	 	(c)
	the proposed procedure for development,
        mining and production,

	 	 	 	 
	 	 	(d)
	results of milling amenability tests
        (if any),

	 	 	 	 
	 	 	(e)
	the nature and extent of the facilities,
        if any, proposed to be acquired which may include mill facilities, if
        the size, extent and location of the ore body makes such mill facilities
        necessary or desirable, in which event the study shall also include a
        preliminary design for such mill, and the proposed mill site location,
        if any, or appropriate provisions for custom milling facilities,

	 	 	 	 
	 	 	(f)
	the total costs, including capital budget,
        which are reasonably required to purchase, construct and install all structures,
        machinery and equipment required for the proposed mine, including a schedule
        of timing of such requirements,

	 	 	 	 
	 	 	(g)
	the results of all environmental impact
        studies for the Property and costs of such studies,

	 	 	 	 
	 	 	(h)
	the period in which it is proposed the
        Property shall be brought to production,

	 	 	 	 
	 	 	(i)
	working capital requirements for the
        initial four (4) months of operation of the Property as a mine or such
        longer period as may be reasonably justified in the circumstances by the
        party doing the study,

	 	 	 	 
	 	 	(j)
	estimates of shutdown and reclamation
        costs, and

	 	 	 	 
	 	 	(k)
	the net present value of the Property.

	 	 	 
	 	 	Furthermore, during the period
        Quincy has elected to complete a Feasibility Study, Quincy shall be responsible
        for all Land Holding Fees, and any costs incurred in connection therewith.

       If Quincy fails to complete the Feasibility Study within
        three (3) years of the Notice Date, or elects not to continue with its
        efforts to complete such a study and so advises Seabridge in writing,
        Quincy shall have forfeited its right to increase its Interest to 62.5%
        and Quincy's interest in the Joint Venture will remain at 50% notwithstanding
        any expenditures Quincy may have made toward a Feasibility Study.

	 	 	 
	 	6.4. 	Buyback Right. In
        the event that (i) Quincy elects not to proceed with a Feasibility Study
        pursuant to Paragraph 6.2, or (ii) Quincy fails to deliver a Feasibility
        Study within the requisite time period, after having elected to do so
        pursuant to Paragraph 6.2, Seabridge may, for a period of 90 days, and
        at a cost of US$750,000, purchase Quincy's entire interest in the Property
        (the "Buyback Right"). In the event that Seabridge elects not to
        exercise its Buyback Right, a 50/50 joint venture shall continue with
        respect to the Property with Seabridge as the Operator.

	 	 	 
	 	6.5. 	Joint Venture Interests.
        Upon formation of the Joint Venture, Quincy and Seabridge in accordance
        with their respective Interests will thereafter share all expenditures
        and












 - 9 -

	 	 	obligations relating to the Property in accordance
        with their respective interests, all as set out in the Joint Venture Agreement.
      

	 	 	 
	 	6.6. 	Purchase of Excluded Ounces. In the event
        that a Feasibility Study incorporates within the mine plan certain of
        the Excluded Ounces, these ounces shall be transferred to the Joint Venture
        at a price to be paid by Quincy to Seabridge equal to Quincy's working
        interest times the estimated gross operating margin of these ounces, less
        a 25% discount. Payment for these ounces will be due on a quarterly basis
        as they are produced. 



 GENERAL 

 7.  Right of First Offer  

 Each party shall have a right of first offer on any proposed
  transfer, assignment or other disposition ("Sell") by the other party of all
  or any portion of the interest in this Agreement. A party that wishes to Sell
  all or any portion of its interest in this Agreement shall first offer to Sell
  same to the other party for a price and on terms established by the party proposing
  to Sell. If the other party does not accept such offer within 30 days, the party
  proposing to Sell shall, for a period of 90 days, be entitled to Sell its offered
  interest in this Agreement, as the case may be, to a third party for the same
  or greater price and on the same terms or terms no more favourable to the third
  party. 

 8.  Area of Interest  

 During the term of this Agreement, should either party acquire
  and/or stake claims, exploration permits, mining leases or any other form of
  mineral rights or interest therein ("Additional Property") within an
  area of interest as lying within the Property and the area lying within two
  (2) miles of the outer boundaries of the Property ("Area of Interest")
  the Additional Property shall immediately become part of the Property. If no
  Joint Venture is formed hereunder, this Area of Interest obligation shall terminate
  when the Agreement terminates. 

 9.  Confidentiality and Press Releases
   

 Seabridge agrees that the entering into of this Agreement
  and all data and information provided to or received by Seabridge from Quincy
  with respect to the Property shall be treated as confidential. Seabridge shall
  not disclose such information to third parties without obtaining the prior written
  consent of Quincy, such consent not to be unreasonably withheld, unless law
  or regulatory authority having jurisdiction requires the disclosure. Neither
  party shall make any publication or declaration or publicly divulge any information
  relating to the Property or this Agreement without obtaining the prior consent
  in writing from the other party. Such consent shall not be unreasonably withheld
  and cannot be withheld where applicable law requires public disclosure of such
  information. Each party shall provide no less than 24 hours advance notice to
  the other party to review any press release or public disclosure that it proposes
  with respect to this Agreement or the Property. 

 10. Entire Agreement  

 This Agreement including Schedules "A", "B", "C" and "D" hereto,
  constitutes the entire Agreement between Seabridge and Quincy pertaining to
  the Property and supersedes all prior agreements, understandings, negotiations
  and discussions, whether oral or written between Seabridge and Quincy, and there
  are no warranties, representations or other agreements between Seabridge and
  Quincy in connection with the Property except as set forth herein. 








 - 10 - 

 11. Headings  

 Headings in this Agreement are for reference and convenience
  only with no legal significance and do not expand, amend, alter or influence
  in any way the substantive provisions of the sections to which they refer. 

 12. Currency  

 References in this Agreement to monetary amounts are expressed
  in United States dollars. 

 13. Further Assurances and Agreements 


 Each of the parties to this Agreement shall take all such
  further steps and execute all such further and other documentation as may be
  necessary in order to more fully give effect to the provisions of this Agreement.


 14. Counterparts  

 This Agreement may be executed in one or more counterparts,
  or by facsimile, each of which shall be deemed to be an original and all of
  which shall constitute one and the same document. 

 15. Governing Law  

 This Agreement shall be governed by and construed in accordance
  with the laws of Ontario. 

 IN WITNESS WHEREOF the parties have executed this agreement
  as of the date first written above. 

	QUINCY MINERALS INC.	SEABRIDGE GOLD CORPORATION
	 	 
	/s/ Daniel T. Farrell	/s/ Rudi Fronk
	Daniel T. Farrell	Rudi Fronk
	President	President