Exhibit 10.11


     THIS THIRD  AMENDMENT TO OPTION  AGREEMENT (the "Third  Amendment") is made
and entered into effective December 20, 2002, 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 Gold Inc. (formally known as Seabridge Resources Inc.),
a company  incorporated  under the laws of Canada  ("SGI")  and  Seabridge  Gold
Corporation,  a Nevada  corporation 100% and wholly-owned by SGI ("SGI"; SGI and
SGC 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 and the second amendment, effective July 31, 2001, 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) March 31, 2003

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

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

         On or Before                     Amount of Payment
         December 31, 2002                U.S.$300,000


<PAGE>


     The  above-referenced  payment (the "Option Payment") shall not be credited
against  the  Purchase  Price.  In  addition,  the Option  Payment  shall not be
refundable  to SGI,  whether or not it  exercises  the Option.  In the event SGI
fails to timely  make the  Option  Payment,  Atlas may elect to  terminate  this
Agreement pursuant to the provisions of Section 7.2 hereof.

     3. Section 1.2 of the Agreement is replaced in its entirety as follows:

     The purchase price (the "purchase  Price") for the purchase of the Property
to be acquired by  Seabridge  if it  exercises  the Option  shall be  US$600,000
payable by delivery to Atlas at the Closing.

     4. Section 1.7(b) of the Agreement is replaced in its entirety as follows:

     Six Hundred Thousand Dollars  (U.S.$600,000)  by wire transfer in immediate
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.

     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 date first above written.

                                   ATLAS MINERALS INC.
                                   A Colorado corporation



                                   By: /s/ H.R. Shipes
                                       -------------------------------------
                                       H. Roy Shipes
                                       Chairman and Chief Executive Officer


<PAGE>



                                     ATLAS PRECIOUS METALS INC.
                                     A Nevada corporation



                                     By: /s/ H.R. Shipes
                                         ---------------------------------------
                                         H. Roy Shipes
                                         Chairman and Chief Executive Officer




                                     SEABRIDGE GOLD INC.
                                     A Canada corporation



                                     By: /s/ Rudi P. Fronk
                                         ---------------------------------------
                                         Rudi P. Fronk
                                         Chairman and Chief Executive Officer


                                     SEABRIDGE GOLD CORPORATION



                                     By: /s/ Rudi P. Fronk
                                         ---------------------------------------
                                         Rudi P. Fronk
                                         Chairman and Chief Executive Officer