EXHIBIT 10.10

                                  OPTION FORM

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                                 T-REX OIL, INC.

               NON-STATUTORY NON QUALIFIED STOCK OPTION AGREEMENT

     THIS AGREEMENT,  is effective as of ___________,  20__ by and between T-Rex
Oil, Inc., a Colorado  corporation (the "COMPANY"),  and  ________________  (the
"OPTIONEE"):

     WHEREAS,  the Company has  determined to grant stock options to Optionee in
connection with the services for the current year to the Company,  in ACCORDANCE
with Company's Non-Qualified Stock Option Plan the ("PLAN"); and

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants  herein  contained  and other  good and  valuable  consideration,  the
parties hereto hereby agree as follows:

     1. GRANT OF OPTION.  Subject  to the terms and  conditions  of the Plan and
this  Agreement,  the  Company  hereby  grants to the  Optionee  the right  (the
"OPTION") to purchase  all or any part of an aggregate of  _____________________
Shares of  Common  Stock of the  Company,  par  value  $.001 per share  ("COMMON
STOCK").

     2.  EXERCISE  PRICE.  The  price of each  share of Common  Stock  purchased
pursuant to this Option shall be $_______ per share.

     3. MANNER OF  EXERCISE.  (a) The  Optionee  may exercise the Option (to the
extent it is then  exercisable),  in whole or in part, with respect to any whole
number of shares of Common  Stock  subject to the  Option.  The  Optionee  shall
exercise the Option by giving the Company written  notice,  in a form prescribed
by the Company.  Such notice shall  specify the number of shares of Common Stock
to be purchased and shall be accompanied by payment,  in cash or certified check
or by official bank check,  of an amount equal to the Option  exercise  price of
such shares  multiplied  by the number of shares as to which the Option is being
exercised.  (b) The Company may also permit a "cashless" exercise of the Option.
Optionee shall have the right to request a one-time  cashless  exercise right of
this Option up to the amount then vested at the time of such requested  cashless
exercise request.  The Board of the Company shall have discretion to declare the
market price  applicable to any cashless  exercise price,  but in any event such
price  shall  not be lower  than  either  the  average  bid/ask  price  over the
preceding  ten (10) trading days if the  Company's  common stock is trading on a
nationally recognized securities exchange.

     4. DELIVERY OF STOCK  CERTIFICATE.  As soon as practicable after receipt of
the notice  and/or  payment  referred to in Section 4 above,  the Company  shall
deliver to the Optionee a certificate or certificates for such shares; provided,
however, that the time of such delivery may be postponed by the Company for such
period of time as the Company may require for  compliance  with any law, rule or
regulation  applicable to the issuance or transfer of shares. The certificate or
certificates  representing  the shares as to which the Option has been exercised
shall bear an appropriate  legend setting forth any  restrictions  applicable to
such shares.

     5. ASSURANCES. Prior to or concurrently with delivery by the Company to the
Optionee of a certificate(s)  representing  such shares,  the Optionee shall, if
the  shares  are not then  registered  under the  Securities  Act of 1933,  give
assurance  satisfactory  to the Company that such shares are being purchased for
investment  (unless  such  assurance  is not  necessary,  as  determined  by the
Company)  and  not  with a view  to  the  distribution  thereof  other  than  in
compliance with the registration provisions of the Securities Act of 1933 or any

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exemption  therefrom,  and the Optionee shall give such other assurance and take
such other action as the Company  shall  require to secure  compliance  with any
law, rule or regulation applicable to the issuance of shares.

     6. PIGGYBACK REGISTRATION RIGHTS. Whenever the Company proposes to register
any  shares  of  its  Common  Stock  under  the  Securities  Act  of  1933 ( the
"Securities  Act") ( other than a registration  effected  solely to implement an
employee benefit plan), whether for its own account or for the account of one or
more  stockholders of the Company,  the Company shall give prompt written notice
to the Option Holder of its intention to file such a registration statement, and
shall include in such a registration  statement all underlying  shares of Common
Stock with respect to which may be exercised under this Agreement.

     7.  EXPIRATION  OF OPTION.  The Option  and all rights of the  Optionee  to
purchase shares of Common Stock hereunder shall expire on the ___ anniversary of
the Date of Grant (the "Expiration Date").

     8.  NOTICE.  All  notices,  request,  demands,  waivers and  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
delivered  in  person or  mailed,  certified  or  registered  mail with  postage
prepaid, or sent by facsimile, as follows:

          (a) If to Company, to it at:

          T-Rex Oil, Inc.
          520 Zang Street
          Broomfield, CO 80021

          If to Optionee, to him at:


or to such  other  address as either  party  hereto  shall  specify by notice in
writing to the other party in accordance  with this  Section.  All such notices,
requests,  demands,  waivers  and  communications  shall be  deemed to have been
received  on the date  when  given  unless  mailed,  in which  case on the third
business day after the mailing.

     9.ADJUSTMENT.  The number of shares of Common  Stock  subject to the Option
and the price per share thereof shall be subject to adjustment,  as set forth in
the Plan.  The  Company  shall not be required to adjust the number of shares of
Common Stock subject to the Option or the price per share thereof for any reason
not specifically enumerated in the Plan.

     10.  NO  STOCKHOLDER  RIGHTS.  The  Optionee  shall  have  no  rights  as a
stockholder  with respect to shares of Common Stock  subject to the Option until
payment for such  shares  shall have been made in full and until the date of the
issuance of stock certificates for such shares.

     11. NO EMPLOYMENT  RIGHTS.  Nothing herein  contained shall restrict in any
way the right of the Company or a Company subsidiary or affiliate,  to terminate
the Optionee's  employment or engagement  with the Company at any time,  with or
without cause,  subject to the terms of any written or verbal agreement  between
the Company and Optionee then in effect.

     12.  OPTION  SUBJECT TO PLAN.  The Option has been granted  pursuant to the
Plan.  This Agreement is in all respects  subject to the terms and conditions of
said Plan. In the event of any conflict between this Agreement and the Plan, the
terms of the Plan shall control.  The Optionee  acknowledged  that he/she/it has
received a copy of the Plan.

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     13. NONTRANSFERABILITY.  The Option is not transferable, other than by will
or the laws of  descent  and  distribution,  and may be  exercised,  during  the
lifetime of the Optionee only by the  Optionee,  or the  Optionee's  guardian or
legal representative. The term "Optionee" shall include any person having rights
to  exercise  the  Option  under the Plan.  In the event of any  attempt  by the
Optionee to transfer,  assign,  pledge,  hypothecate or otherwise dispose of the
Option or of any right hereunder, except as provided for herein, or in the event
of the levy of any  attachment,  execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the Option by notice to the
Optionee and it shall thereupon become null and void.

     14. RIGHT OF FIRST REFUSAL.  In the event Optionee proposes to sell, pledge
or otherwise transfer to a third party any shares acquired under this Agreement,
or any  interest  in such  shares,  the  Company  shall  have the right of first
refusal with respect to such shares.

     15.  LOCK-UP  AGREEMENT.  The Optionee  agrees that in  connection  with an
underwritten public offering of Common Stock, upon the request of the Company or
the principal  underwriter  managing such public  offering,  this Option and the
shares of Common Stock  subject to the Option may not be sold,  offered for sale
or similar  financial effect or otherwise  disposed of without the prior written
consent of the Company or such underwriter, as the case may be, for at least 180
days after the  effectiveness of the Registration  Statement filed in connection
with such  offering,  or such longer  period of time as the  Company's  Board of
Directors may determine if all of the Company's  directors and officers agree to
be similarly bound.  The Optionee further agrees to sign such further  documents
which the Optionee is requested to sign to give this Section effect. The lock-up
agreement established pursuant to this Section 15 shall have perpetual duration.

     16.  CHOICE OF LAW. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of Colorado.

                            [SIGNATURE PAGE FOLLOWS]


























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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the __________ day of ____________, 20__.





T-REX OIL, INC.


By:
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Name: Donald Walford
Title:  President  CEO



OPTIONEE



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Name:

















            [Signature Page to Non-Statutory Stock Option Agreement]











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