EXHIBIT 10.8
                                                                    ------------



     THIS SECOND AMENDMENT TO OPTION AGREEMENT (the "Second  Amendment") is made
arid entered into effective  July 31, 2001, 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 (as modified by the first amendment, effective
December 31, 2000), 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 an 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 an Additional  Option
Payment (as defined in Section 1.4) to Atlas,  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 June 30, 2002 is less
than  U.S.$350  per ounce,  then  Seabridge  shall have the option to extend the
Option Period through  December 31, 2002, by timely making an 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:
<TABLE>
<CAPTION>

          On or Before                                                                 Amount of Payment
          ----------------------------------------------------------------------       --------------------
          <S>                                                                          <C>
          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 price per ounce of U.S. $50,000 gold       U.S. $50,000
          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.)

          June 30, 2002 (if the average price per ounce of gold as quoted on the       U.S. $50,000
          London Bullion Market  Association  P.M. fix for the ten business days
          prior to June 10, 2002 is less than U.S.$350/oz.)
</TABLE>


     None of the  above-referenced  payments (such  payments being  collectively
referred to hereinafter as the "Option Payments") other than the payments due on
December  31,  2001 and  June  30,  2002 ( he  "Additional  Payments")  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. 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  Payments,  if  applicable,  by wire
transfer in immediately available funds;

     4. 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>



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

     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: /s/ James R. Jensen
                                            ------------------------------------
                                            James R. Jensen
                                            Chief Financial Officer

                                        ATLAS PRECIOUS METALS INC.
                                        a Nevada corporation


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

                                        SEABRIDGE RESOURCES INC.
                                        a British Columbia corporation


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