EXHIBIT 10.9
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                              ATLAS MINERALS, INC.

                             2001 STOCK OPTION PLAN

                                September 7, 2001


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                              ATLAS MINERALS, INC.


                             2001 STOCK OPTION PLAN


                      ARTICLE 1. ESTABLISHMENT AND PURPOSE

     1.1.   Establishment.   Atlas  Minerals   Corporation,   Inc.,  a  Colorado
corporation  (the "Company")  hereby  establishes a plan providing for long-term
stock-based  compensation  incentive  awards  for  the  performance  by  certain
eligible individuals of services for the Company. The plan shall be known as the
Atlas Minerals, Inc., 2001 Stock Option Plan" (the "Plan").

     1.2.  Purpose.  The purpose of the Plan is to advance the  interests of the
Company  and its  stockholders  by  enabling  the  Company to attract and retain
persons of ability to perform services for the Company by providing an incentive
to such persons  through  equity  participation  in the Company and by rewarding
such persons who  contribute to the  achievement by the Company of its long-term
economic objectives.

                             ARTICLE 2. DEFINITIONS

     The  following  terms shall have the meanings  set forth below,  unless the
context clearly otherwise requires:

     2.1  "Agreement"  means a  written  stock  option  agreement  and/or  stock
appreciation rights agreement entered into between the Company and a Participant
relating to any options  and/or stock  rights  granted to such  Participant,  as
amended, supplemented, restated or replaced from time to time.

     2.2. "Board" means the board of directors of the Company. -----

     2.3.  "Change  in  Control"  means one or more of the events  described  in
Section 11.1 of the Plan.

     2.4. "Code" means the Internal Revenue Code of 1986, as amended.

     2.5.  "Committee" means the persons  administering the Plan, as provided in
Section 3.1 of the Plan.

     2.6.  "Common Stock" means the common stock of the Company,  $.01 par value
per share,  or the number and kind of shares of stock or other  securities  into
which such Common  Stock may be changed in  accordance  with  Section 4.3 of the
Plan.



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     2.7. "Disability" means the disability of the Participant as defined in the
long-term disability plan of the Company then covering the Participant or, if no
such plan exists,  the permanent  and total  disability  of the  Participant  as
defined in Section 22(e) of the Code.

     2.8. "Eligible Recipients" means employees,  including, without limitation,
officers  and  directors  who are also  employees  of the  Company,  upon  whose
judgment,  initiative  and  efforts  the  Company  is, or will  become,  largely
dependent  for  the  successful  conduct  of its  business,  including,  without
limitation,  individuals  capable of making critical technical  contributions to
the  development  of the  products  and  services  of the  Company,  individuals
identified as successor candidates for key management positions, and individuals
essential to the successful integration of business acquisitions by the Company.
"Eligible  Recipients" shall mean, with respect to Non-Statutory  Stock Options,
the Company's directors, officers, advisors, agents, independent contractors and
other unrelated third persons,  or, if an employee of the Company, the recipient
of a  Non-Statutory  Stock Option  pursuant to the applicable  provisions of the
Plan.

     2.9. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.10.  "Fair Market Value" means,  with respect to the Common Stock,  as of
any date:

          (a) if the Common  Stock is listed or  admitted  to  unlisted  trading
     privileges  on any  national  securities  exchange  or is not so  listed or
     admitted  but  transactions  in the Common Stock are reported on the NASDAQ
     National  Market or the NASDAQ  SmallCap  Market,  then the  average of the
     daily closing sale price of the Common Stock on such exchange or by the OTC
     Bulletin  Board  Service  as quoted  on such  exchange  or  market  (or the
     exchange or market with the greatest volume of trading in the Common Stock)
     as of the 15 consecutive  trading days preceding such date on each of which
     there was such a trade; or

          (b) if the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges or reported on the NASDAQ National Market or the NASDAQ
     SmallCap Market, and bid and asked prices therefor in the  over-the-counter
     market are reported by the NASDAQ System or the National  Quotation Bureau,
     Inc. (or any comparable reporting service), then the average of the closing
     bid and asked prices for 15  consecutive  trading days preceding such date,
     as so reported by the NASDAQ  System,  or, if not so reported  thereon,  as
     reported by the OTC Bulletin  Board Service (or such  comparable  reporting
     service); or

          (c) if the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges or reported on the NASDAQ National  Market System,  and
     such bid and asked prices are not so reported,  such price as the Committee
     determines in good faith in the exercise of its reasonable discretion.

     2.11.  "Incentive  Stock Option" or "ISO" means a right to purchase  Common
Stock granted to a Participant  pursuant to Article 6 of the Plan that qualifies
as an incentive stock option within the meaning of Section 422 of the Code.


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     2.12.  "Non-Statutory  Stock  Option"  or "NSO"  means a right to  purchase
Common  Stock  granted to a  Participant  pursuant to Article 6 of the Plan that
does not qualify as an Incentive Stock Option.

     2.13.  "Option" means an Incentive  Stock Option or a  Non-Statutory  Stock
Option.

     2.14.  "Participant" (also referred to as the "Optionee") means an Eligible
Recipient  selected  by the  Committee  from time to time during the term of the
Plan to receive one or more Options under the Plan.

     2.15.  "Person"  means  an  individual,  corporation,  partnership,  group,
association  or other  "person"  (as such term is used in  Section  14(d) of the
Exchange Act) other than the Company,  a wholly owned subsidiary of the Company,
or any  employee  benefit  plan  sponsored  by the  Company  or a  wholly  owned
subsidiary of the Company.

     2.16.  "Retirement"  means the normal and approved early  retirement of the
Participant  pursuant to and in accordance  with the regular  retirement/pension
plan or practice of the Company then covering the Participant.

     2.17. "Securities Act" means the Securities Act of 1933, as amended.

     2.18 "Stock  Appreciation  Right" means a stock  appreciation right granted
pursuant to Article 7 of the Plan.

     2.19. "Tax Date" means the date any withholding tax obligation arises under
the Code for a Participant with respect to an Option.

                         ARTICLE 3. PLAN ADMINISTRATION

     3.1. The  Committee.  The Plan shall be  administered  by the Board or by a
committee  of the  Board  consisting  of not less  than two  persons;  provided,
however,  that from and after the date on which the  Company  first  registers a
class of its equity  securities  under  Section 12 of the Exchange Act, the Plan
shall be administered by the Board in accordance with all applicable  provisions
of the  Exchange Act and all  references  to  "Committee"  in this plan shall be
deemed to mean the Board. Members of such a committee, if established,  shall be
appointed  from time to time by the Board,  shall  serve at the  pleasure of the
Board and may resign at any time upon written notice to the Board. A majority of
any such  committee  shall  constitute a quorum,  and the act of a majority of a
quorum shall  constitute the act of such  committee.  Action of such a committee
may be taken  without a meeting if unanimous  written  consent to such action is
given.  A member of the committee  may attend  meetings in person or by means of
telephone or other  electronic  communication  whereby all committee  members in
attendance can  simultaneously  hear each other.  Any such committee  shall keep
minutes of its meetings or actions by written  consent and shall provide  copies
thereof to the Board to be kept with the corporate records of the Company.

     3.2.  Authority  of  the  Committee.

          (a) In accordance  with and subject to the provisions of the Plan, the
     Committee shall have the sole authority to determine the following: (i) the
     Eligible Recipients who shall be selected as Participants;  (ii) the nature


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     and extent of the Options to be granted to each Participant  (including the
     number of shares of Common  Stock to be  subject  to each  Option,  and the
     exercise  price and the manner in which  Options will become  exercisable);
     (iii) the time or times when Options will be granted;  (iv) the duration of
     each  Option;  (v) the  restrictions  and  other  conditions  to which  the
     exercise of Options may be subject;  and (vi) such other  provisions of the
     Options as the Committee may deem  necessary or desirable and as consistent
     with the terms of the Plan. The Committee shall determine the form or forms
     of the  Agreements  with  Participants  which shall evidence the particular
     terms,  conditions,  rights and duties of the Company and the  Participants
     with  respect to Options  granted  pursuant to the Plan,  which  Agreements
     shall be consistent with the provisions of the Plan.

          (b)  With  the  consent  of  the  Participant  affected  thereby,  the
     Committee may amend or modify the terms of any  outstanding  Options in any
     manner,  provided  that the amended or modified  terms are permitted by the
     Plan as then in effect.  Without  limiting the  generality of the foregoing
     sentence,  the Committee may, with the consent of the Participant  affected
     thereby,  modify the  exercise  price,  number of shares or other terms and
     conditions  of an  Option,  extend the term of an  Option,  accelerate  the
     exercisability  of an  Option,  accept  the  surrender  of any  outstanding
     Option, or, to the extent not previously exercised,  authorize the grant of
     new Options in substitution for surrendered Options.

          (c) The Committee shall have the authority,  subject to the provisions
     of the Plan, to establish,  adopt,  revise, amend and revoke such rules and
     regulations  relating to the Plan as it may deem necessary or advisable for
     the  administration  of the Plan.  The  Committee,  in the exercise of this
     power, may correct any defect,  omission or inconsistency in the Plan or in
     any  Agreement,  in a manner  and to the  extent it shall be  necessary  or
     expedient  to  make  the  Plan  or  such  Agreement  fully  effective.  The
     Committee's decisions and determinations under the Plan need not be uniform
     and  may be  made  selectively  among  Participants,  whether  or not  such
     Participants are similarly situated. Each determination,  interpretation or
     other  action made or taken by the  Committee in good faith and pursuant to
     the provisions of the Plan shall be conclusive and binding for all purposes
     and on  all  persons,  including,  without  limitation,  the  Company,  the
     stockholders  of the Company,  the Committee  and each of its members,  the
     directors,  officers and employees of the Company, and the Participants and
     their respective  successors in interest.  No member of the Committee shall
     be liable for any action or  determination  made in good faith with respect
     to the Plan or any Option or Stock  Appreciation  Rights  granted under the
     Plan.

                      ARTICLE 4. STOCK SUBJECT TO THE PLAN

     4.1.  Number of Shares.  Subject to  adjustment  as provided in Section 4.3
below,  the maximum  number of shares of Common Stock that shall be reserved for
issuance  under the Plan shall be  900,000  shares of Common  Stock,  subject to
adjustment upon changes in  capitalization of the Company as provided in Section
4.3 of the Plan. The maximum  number of shares  authorized may also be increased
from time to time by approval  of the Board and,  if  required  pursuant to Rule
16b-3  under  the  Exchange  Act,  Section  422 of the Code or the  rules of any
exchange or the NASD, the stockholders of the Company.

     4.2.  Shares  Available for Use.  Shares of Common Stock that may be issued
upon the  exercise of Options  shall be applied to reduce the maximum  number of


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shares of Common Stock remaining available for use under the Plan. Any shares of
Common Stock that are subject to an Option (or any portion thereof) that lapses,
expires or for any reason is terminated  unexercised shall  automatically  again
become available for use under the Plan.

     4.3.  Adjustments.  In  the  event  of  (a)  any  reorganization,   merger,
consolidation, recapitalization,  liquidation, reclassification, stock dividend,
stock split,  reverse stock split or combination of shares,  rights  offering or
divestiture  (including  a  spin-off)  or any  other  change  in  the  corporate
structure or shares of the Company or any other corporation whose performance is
relevant to the grant or vesting of an Option,  (b) any  purchase,  acquisition,
sale or disposition of a significant amount of assets or a significant business,
any  extraordinary  dividend  or any  other  similar  transaction,  or  (c)  any
substitution  by the Company of Options  for, or  assumption  by the Company of,
options of any other  corporation,  the Committee (or, if the Company is not the
surviving  corporation  in any such  transaction,  the board of directors of the
surviving  corporation)  shall  make  such  adjustment  as it  shall in its sole
discretion  deem  equitable  and  appropriate  (which   determination  shall  be
conclusive)  as to the number  and kind of  securities  subject to and  reserved
under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants,  the number,  kind and  exercise  price of  securities  subject to
outstanding  Options;  provided,  however,  that in the case of Incentive  Stock
Options,  the  Committee  shall,  to the extent not  inconsistent  with the best
interest of the Company  (such best  interest to be  determined in good faith by
the  Board in its sole  discretion),  use its best  efforts  to  ensure  that no
adjustment under this Section 4.3 would (i) constitute a modification, extension
or renewal of such Incentive  Stock Option within the meaning of Section 422 and
Section  425 of the  Code,  and  the  regulations  promulgated  by the  Treasury
Department thereunder, or (ii) under Section 422 of the Code and the regulations
promulgated by the Treasury Department thereunder, be considered as the adoption
of a new plan requiring stockholder approval.

                            ARTICLE 5. PARTICIPATION

     5.1. Generally. Participants in the Plan shall be those Eligible Recipients
who, in the judgment of the Committee,  have performed, are performing or during
the term of an Option will perform, vital services in the management,  operation
and  development  of  the  Company  and  have  significantly  contributed,   are
significantly  contributing or are expected to  significantly  contribute to the
achievement of long-term  corporate  economic  objectives.  Participants  may be
granted  from  time to time one or more  Options,  as may be  determined  by the
Committee in its sole  discretion.  The number,  type,  terms and  conditions of
Options granted to various  Participants  need not be uniform,  consistent or in
accordance  with any  plan,  whether  or not  such  Participants  are  similarly
situated. Upon determination by the Committee that an Option is to be granted to
a Participant,  written notice shall be given such person, specifying the terms,
conditions, rights and duties related thereto. Each Participant shall enter into
an agreement with the Company, in such form as the Committee shall determine and
which is  consistent  with the  provisions of the Plan,  specifying  such terms,
conditions,  rights and duties.  Options shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be the
date of the related agreement with the Participant.

     5.2. Advisors.

          (a) If the Company has not registered a class of its equity securities
     under Section 12 of the Exchange Act, any person  engaged by the Company or
     one of its affiliated  companies to render  consulting or advisory services


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     and who is compensated for such services (expressly excluding, however, any
     members  of the  Board in  their  capacity  as  directors  of the  Company)
     ("Consultants") shall not be eligible for the grant of an Option if, at the
     time of grant,  either the offer or the sale of the Company  securities  to
     such  Consultant  constituted by such grant is not exempt under Rule 701 of
     the  Securities Act ("Rule 701") because of the nature of the services that
     the  Consultant is providing to the Company,  or because the  Consultant is
     not an actual  person,  or as  otherwise  provided by Rule 701,  unless the
     Committee  determines that such grant need not comply with the requirements
     of Rule 701 and will satisfy another  exemption under the Securities Act as
     well  as  comply   with  the   securities   laws  of  all  other   relevant
     jurisdictions.

          (b) A  Consultant  shall not be eligible for the grant of a Option if,
     at the  time  of  grant,  a  Form  S-8  Registration  Statement  under  the
     Securities  Act ("Form S-8") is not available to register  either the offer
     or the sale of the Company  securities  to such  Consultant  because of the
     nature of the services that the Consultant is providing to the Company,  or
     because the Consultant is not a natural person, or as otherwise provided by
     the rules  governing the use of Form S-8,  unless the Committee  determines
     both (i) that such grant (A) shall be  registered  in another  manner under
     the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does
     not require  registration  under the Securities Act in order to comply with
     the  requirements of the Securities Act, if applicable,  and (ii) that such
     grant   complies   with  the   securities   laws  of  all  other   relevant
     jurisdictions.

          (c) Rule 701 and Form S-8 generally are available to  consultants  and
     advisors only if (i) they are natural persons,  (ii) they provide bona fide
     services to the issuer,  its parents,  its  majority-owned  subsidiaries or
     majority-owned  subsidiaries of the issuer's parent, and (iii) the services
     are  not  in  connection  with  the  offer  or  sale  of  securities  in  a
     capital-raising  transaction,  and do not directly or indirectly promote or
     maintain the markets with the issuer's securities.

                            ARTICLE 6. STOCK OPTIONS

     6.1.  Grant.  A  Participant  may be granted one or more Options  under the
Plan, and such Options shall be evidenced by an Agreement  containing such terms
and conditions,  consistent  with the other  provisions of the Plan, as shall be
determined  by the  Committee  in its  sole  discretion.  Without  limiting  the
generality of the foregoing, the Committee may (vii) in the Agreement evidencing
such Option,  provide for the  acceleration of the exercise date or dates of the
subject  Option upon the  occurrence of specified  events,  and/or (viii) at any
time prior to the complete  termination  of an Option,  accelerate  the exercise
date or dates of such Option.  The Committee may designate  whether an Option is
to be  considered  an Incentive  Stock  Option or  Non-Statutory  Stock  Option;
provided,  however,  that an  Incentive  Stock Option shall only be granted to a
Participant  who is an employee of the Company or one of its  subsidiaries.  The
terms of the Agreement relating to a Non-Statutory  Stock Option shall expressly
provide  that such Option  shall not be treated as an  Incentive  Stock  Option.
Notwithstanding  anything  else  in  the  Plan  contained  to the  contrary,  an
Incentive  Stock Option  granted  under the Plan to a  Participant  shall not be
considered  an  Incentive  Stock  Option to the extent that the  aggregate  Fair
Market  Value on the date of grant of such  Incentive  Stock Option of all stock
with respect to which incentive stock options held by such Participant,  whether
under  the  Plan  or  under  any  other  plans  of  the  Company  or  any of its
subsidiaries,  are exercisable for the first time by such Participant during any
calendar year exceeds $100,000.


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     6.2. Exercise. An Option shall become exercisable at such times and in such
installments,  if any,  (which may be  cumulative) as shall be determined by the
Committee at the time the Option is granted;  provided,  however, that except as
may otherwise be provided herein or unless otherwise determined by the Committee
at or after  its date of  grant,  no Option  shall be  exercisable  prior to six
months  from its date of grant.  Upon  completion  of its  exercise  period,  an
Option, to the extent not then exercised, shall expire.

     6.3. Exercise Price.

          (a)  Incentive  Stock  Options.  The per share price to be paid by the
     Participant  at the time an Incentive  Stock  Option is exercised  shall be
     determined by the Committee,  in its  discretion,  at the date of grant and
     shall be set forth in the Option Agreement;  provided,  however,  that such
     price shall not be less than (i) 100% of the Fair  Market  Value of one (1)
     share of Common  Stock on the date the Option is  granted,  or (ii) 110% of
     the Fair  Market  Value of one (1)  share of  Common  Stock on the date the
     Option is granted if, at that time the Option is granted,  the  Participant
     owns,  directly or indirectly (as determined  pursuant to Section 424(d) of
     the Code),  more than 10% of the total combined voting power of all classes
     of stock of the Company  (or any parent or  subsidiary  corporation  of the
     Company).

          (b) Non-Statutory Stock Options. The per share price to be paid by the
     Participant at the time a Non-Statutory  Stock Option is exercised shall be
     determined by the Committee in its sole discretion.

     6.4. Duration.

          (a)  Incentive  Stock  Options.  The period  during which an Incentive
     Stock Option may be exercised  shall be fixed by the  Committee in its sole
     discretion at the time such Option is granted;  provided,  however, that in
     no event  shall such  period  exceed 10 years from its date of grant or, in
     the case of a Participant  who owns,  directly or indirectly (as determined
     pursuant  to  Section  424(d)  of the  Code),  more  than 10% of the  total
     combined voting power of all classes of stock of the Company (or any parent
     or subsidiary of the Company), 5 years from its date of grant.

          (b)   Non-Statutory   Stock   Options.   The  period  during  which  a
     Non-Statutory Stock Option may be exercised shall be fixed by the Committee
     in its sole discretion at its date of grant; provided,  however, that in no
     event  shall  such  period  exceed 10 years and one month  from its date of
     grant.

     6.5. Manner of Option Exercise. An Option may be exercised by a Participant
in whole or in part  from  time to time,  subject  to the  conditions  contained
herein and in the agreement  evidencing such Option,  by delivery,  in person or
through  certified  or  registered  mail,  of written  notice of exercise to the
Company at its principal  executive  office at 10920 W. Alameda Ave., Suite 205,
Lakewood,  CO 80226,  and by paying in full the total Option  exercise price for
the shares of Common Stock to be purchased.  Such notice of exercise shall be in
a form satisfactory to the Committee and shall specify the particular Option (or
portion  thereof) that is being  exercised and the number of shares with respect
to  which  the  Option  is  being  exercised.  Subject  to  compliance  with the
applicable  provisions  of the Plan,  the exercise of the Option shall be deemed
effective  upon receipt by the Company's  corporate  secretary of such notice of
exercise  and  payment  complying  with the terms of the Plan and the  agreement
evidencing the Option.  As soon as practicable  after the effective  exercise of


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the Option, the Participant shall be recorded on the stock transfer books of the
Company as the owner of the shares purchased,  and, subject to Section 10.1, the
Company  shall  deliver to the  Participant  one (1) or more duly  issued  stock
certificates  evidencing such ownership.  If a Participant  exercises any Option
with respect to some, but not all, of the shares of Common Stock subject to such
Option,  the right to exercise such Option with respect to the remaining  shares
shall continue until it expires or terminates in accordance  with the terms.  No
Option shall be  exercisable  except in respect of whole shares and the exercise
of an Option may be made with respect to no fewer than 1,000 shares at one time,
unless  fewer than 1,000 shares  remain  subject to the Option and the Option is
exercised for all such remaining shares.

     6.6.  Payment of Exercise Price.  The total purchase price of the shares to
be purchased  upon exercise of an Option shall be paid, to the extent  permitted
by applicable statutes and regulations: (i) in cash (including check, bank draft
or money order);  (ii) in the  discretion of the  Committee,  at the time of the
grant of the Option (A) by delivery of a promissory note  (containing such terms
and  conditions  as the Committee may in its  discretion  determine),  (B) whole
shares of the Company's Common Stock, or (C) the withholding of shares of Common
Stock issuable upon such exercise of the Option; or (iii) any combination of the
foregoing methods of payment or such other form of legal  consideration that may
be  acceptable to the Committee and that is permitted for the issuance of shares
under applicable law. In determining whether or upon what terms and conditions a
Participant will be permitted to pay the purchase price of an Option in whole or
in part in a form other than cash, the Committee may consider all relevant facts
and circumstances,  including,  without  limitation,  the tax and securities law
consequences  to the  Participant  and the Company and the financial  accounting
consequences to the Company.  The permitted  method or methods of payment of the
amounts  payable for an exercise of an Option,  if other than in cash,  shall be
set forth in the applicable Agreement,  and may be subject to such conditions as
the  Committee  deems  appropriate.  Without  limiting  the  generality  of  the
foregoing, if a Participant is permitted to elect to have shares of Common Stock
issuable  upon  exercise  of an  Option  withheld  to pay all or any part of the
amounts  payable  in  connection  with such  exercise,  then the  Committee  may
reserve,  in the  applicable  Agreement,  the  sole  discretion  to  approve  or
disapprove such election at the time of exercise of such Option.

     6.7.  Rights as a Stockholder.  The  Participant  shall have no rights as a
stockholder  with  respect  to any shares of Common  Stock  covered by an Option
until the Participant shall have become the holder of record of such shares, and
no  adjustments  shall be made for  dividends  or other  distributions  or other
rights as to which there is a record  date  preceding  the date the  Participant
becomes  the  holder of  record of such  shares,  except  as the  Committee  may
determine pursuant to Section 4.3 of the Plan.

     6.8.  Disposition  of Common  Stock  Acquired  Pursuant to the  Exercise of
Incentive  Stock Options.  Prior to making a disposition  (as defined in Section
424(c) of the  Code) of any  shares of Common  Stock  acquired  pursuant  to the
exercise  of an  Incentive  Stock  Option  granted  under  the Plan  before  the
expiration of two (2) years after its date of grant or before the  expiration of
one (1) year after its date of  exercise  and the date on which  such  shares of
Common Stock were  transferred  to the  Participant  pursuant to exercise of the
Option, the Participant shall send written notice to the Company of the proposed
date of such disposition,  the number of shares to be disposed of, the amount of
proceeds to be received from such disposition and any other information relating
to such  disposition  that the Company may  reasonably  request.  The right of a
Participant to make any such disposition  shall be conditioned on the receipt by


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the Company of all amounts  necessary  to satisfy  any  Federal,  state or local
withholding  and  employment  related  tax  requirements  attributable  to  such
disposition.  The Committee  shall have the right,  in its sole  discretion,  to
endorse the  certificates  representing  such  shares with a legend  restricting
transfer  (and to cause a stop  transfer  order to be entered with the Company's
transfer agent) until such time as the Company receives the amounts necessary to
satisfy such  withholding and  employment-related  tax requirements or until the
later of the  expiration  of 2 years  from  the date of grant of such  Incentive
Stock  Option  and 1 year from its date of  exercise  and the date on which such
shares were  transferred  to the  Participant  pursuant  to the  exercise of the
Option.

     6.9. Aggregate  Limitation of Stock Subject to Incentive Stock Options.  To
the extent that the aggregate  Fair Market Value  (determined  as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which  Incentive  Stock Options (within the meaning of Section 422 of the Code),
including  Incentive  Stock  Options,  are  exercisable  for the first time by a
Participant  during any  calendar  year (under the Plan and any other  incentive
stock option plans of the Company) exceeds $100,000 (or such other amount as may
be  prescribed  by the Code from time to time),  such  excess  Options  shall be
treated as  Non-Statutory  Stock  Options.  The  determination  shall be made by
taking  Incentive  Stock  Options  into  account in the order in which they were
granted.  If such excess only applies to a portion of an Incentive Stock Option,
then the Committee,  in its  discretion,  shall  designate which shares shall be
treated as shares to be acquired upon exercise of an Incentive Stock Option.

                      ARTICLE 7. STOCK APPRECIATION RIGHTS

     7.1. Grant.  Subject to the  limitations of the Plan, a Stock  Appreciation
Right may be  granted by the  Committee  to a  Participant  to whom an Option is
granted.  Each Stock  Appreciation Right shall relate to a specific Option under
the Plan (the "related  Option").  Subject to the limitations of the Plan, Stock
Appreciation  Rights shall be exercisable in whole or in part upon notice to the
Company  upon such  terms  and  conditions  as are  provided  in the  applicable
Agreement.

     7.2. Stock  Appreciation  Rights to be Tandem. A Stock  Appreciation  Right
shall be granted concurrently with the grant of the related Option, except where
the  related  Option is a  Non-Statutory  Option in which case it may be awarded
either  concurrently  with  the  grant  of the  related  Option  or at any  time
thereafter  prior  to  the  complete   exercise,   termination,   expiration  or
cancellation  of  the  related  Option.   Stock  Appreciation  Rights  shall  be
exercisable  only at the  time and to the  extent  that the  related  Option  is
exercisable (and may be subject to such additional limitations on exercisability
as the Agreement may provide), and in no event after the complete termination or
full exercise of the related  Option.  Upon the exercise or  termination  of the
related  Option,  the Stock  Appreciation  Right with respect  thereto  shall be
canceled  automatically  to the extent of the  number of shares of Common  Stock
with respect to which the related  Option was so exercised or  terminated.  Upon
the exercise of a Stock Appreciation Right, the related Option shall be canceled
automatically to the extent of the number of shares of Common Stock with respect
to  which  such  Stock  Appreciation  Right  was so  exercised.  Subject  to the
limitations of the Plan, upon the exercise of a Stock  Appreciation  Right,  the
Participant  thereof  shall be entitled to receive  from the  Company,  for each
share of the Company with respect to which the Stock Appreciation Right is being
exercised,  consideration  (in the form  determined  as provided in Section 7.3)


                                       9
<PAGE>


equal in value to the excess of the Fair Market  Value of a share of such series
of Common Stock on the date of exercise over the related  Option  purchase price
per share; provided,  however, that the Committee may, in any Agreement granting
Stock  Appreciation  Rights,  provide  that  the  appreciation  realizable  upon
exercise  thereof shall be measured  from a base higher than the related  Option
purchase price.

     7.3. Consideration. The consideration to be received upon the exercise of a
Stock  Appreciation  Right by the Participant  shall be paid in cash,  shares of
Common Stock  (valued at Fair Market Value on the date of exercise of such Stock
Appreciation Right) or a combination of cash and shares of such series of Common
Stock as  specified  in the  applicable  Agreement,  or, if so  provided  in the
applicable  Agreement,  either  as  determined  by the  Committee  in  its  sole
discretion or as elected by the  Participant,  provided that the Committee shall
have the sole  discretion to approve or disapprove the election by a Participant
to receive cash in full or partial  settlement  of a Stock  Appreciation  Right,
which approval or disapproval shall,  unless otherwise  permitted by Rule 16b-3,
be given after such election is made. The Company's  obligation arising upon the
exercise of a Stock  Appreciation  Right may be paid  currently or on a deferred
basis with such interest or earnings  equivalent as the Committee may determine.
No fractional  shares of Common Stock shall be issuable upon exercise of a Stock
Appreciation Right and, unless otherwise  provided in the applicable  Agreement,
the  Participant  will receive  cash in lieu of  fractional  shares.  Unless the
Committee shall otherwise determine, to the extent a Stock Appreciation Right is
exercisable, it will be exercised automatically for cash on its expiration date.

     7.4.  Limitations.  The applicable Agreement may provide for a limit on the
amount payable to a Participant upon exercise of a Stock  Appreciation  Right at
any time or in the  aggregate,  for a limit on the  number  of  shares of Common
Stock with respect to which a Stock  Appreciation  Right may be exercised by the
Participant  in whole or in part for cash  during any  specified  period,  for a
limit on the time  periods  during  which a  Participant  may  exercise  a Stock
Appreciation  Right and for such other  limits on the rights of the  Participant
and such  other  terms and  conditions  of the Stock  Appreciation  Right as the
Committee may determine,  including,  without  limitation,  a condition that the
Stock  Appreciation  Right may be exercised  only in  accordance  with rules and
regulations  adopted by the  Committee  from time to time.  Unless  otherwise so
provided  in the  applicable  Agreement,  any  such  limit  relating  to a Stock
Appreciation  Right shall not restrict the exercisability of the related Option.
Such rules and regulations  may govern the right to exercise Stock  Appreciation
Rights granted prior to the adoption or amendment such rules and  regulations as
well as Stock Appreciation Rights granted thereafter.

     7.5.  Exercise.  For  purposes of this Article 7, the date of exercise of a
Stock  Appreciation  Right shall mean the date on which the  Company  shall have
received notice from the Participant of the exercise of such Stock  Appreciation
Right.

          ARTICLE 8. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON
                      OPTIONS AND STOCK APPRECIATION RIGHTS

     8.1.  Termination  of  Employment  or Service Due to Death,  Disability  or
Retirement.  Unless otherwise provided in the applicable Agreement, in the event
a  Participant's  employment  by or service  with the Company is  terminated  by
reason of the  Participant's  death,  Disability or Retirement,  all outstanding
Options and Stock Appreciation Rights then held by the Participant to the extent


                                       10
<PAGE>


that  they  have  vested  on  the  date  of  termination  shall  continue  to be
immediately  exercisable in full and remain exercisable for a period of 90 days,
with respect to termination by reason of Retirement, and 1 year, with respect to
termination by reason of death or Disability;  provided,  however,  that Options
and Stock Appreciation  Rights may not be exercised after the expiration date of
such Option.

     8.2.  Termination  of  Employment  or Service for Reasons Other than Death,
Disability or Retirement.  Except as otherwise provided elsewhere in the Plan or
as  may  be  provided  in  the  applicable  Agreement,   in  the  event  that  a
Participant's  employment by or service with the Company is  terminated  for any
reason other than the Participant's death, Disability or Retirement,  all rights
of the Participant  under the Plan and any Agreements  evidencing an Option or a
Stock Appreciation Right shall immediately terminate without notice of any kind,
and no Options then held by the Participant shall thereafter be exercisable.

     8.3.   Modification  of  Rights  upon  Termination.   Notwithstanding   the
provisions of this Article, upon a Participant's termination of employment by or
service with the Company the Committee may, in its sole discretion (which may be
exercised  before  or  following  such  termination),  cause  Options  and Stock
Appreciation  Rights then held by such Participant to become  exercisable in the
manner determined by the Committee;  provided,  however, that no Option shall be
exercisable  after the  expiration  date thereof and any Incentive  Stock Option
that  remains  unexercised  more than 90 days  following  employment  or service
termination by reason of Retirement or more than one year  following  employment
or service  termination by reason of Disability shall thereafter be deemed to be
a Non-Statutory Option.

     8.4. Date of Employment or Service Termination. For purposes of the Plan, a
Participant's  employment or service  shall be deemed to have  terminated on the
effective date of such termination as determined in accordance with the standard
practices of the Company; provided,  however, that following a Change in Control
of the Company,  such date of termination  shall be no earlier than the last day
of the pay period covered by the Participant's final paycheck.


           ARTICLE 9. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS

     9.1.  Employment  or  Service.  Nothing  in the  Plan  or in any  Agreement
evidencing an Option or a Stock  Appreciation Right shall expressly or impliedly
interfere  with or limit in any way the right of the  Company to  terminate  the
employment or service of any Eligible  Recipient or Participant at any time, nor
confer upon any Eligible  Recipient or Participant  any right to continue in the
employ or service  of the  Company  for any  particular  period of time,  in any
particular capacity or at any particular level of compensation.

     9.2.  Nontransferability.  No right or  interest of any  Participant  in an
Option or a Stock  Appreciation  Right prior to its exercise shall be assignable
or  transferable  or  subjected  to  any  lien,   during  the  lifetime  of  the
Participant,  either  voluntarily or involuntarily,  directly or indirectly,  by
operation of law or otherwise,  including, without limitation,  execution, levy,
garnishment,  attachment,  pledge,  divorce  or  bankruptcy.  In the  event of a
Participant's  death,  a  Participant's  rights and interest in Options shall be
transferable by testamentary will or the laws of descent and  distribution,  and
payment of any amounts due under the Plan shall be made to, and  exercise of any
Options  (to  the  extent  permitted  under  the  Plan)  may  be  made  by,  the
Participant's legal  representatives,  heirs or legatees.  If, in the opinion of


                                       11
<PAGE>


the Committee,  a person entitled to payments or to exercise rights with respect
to the Plan is disabled from caring for such person's  affairs because of mental
condition  or  physical  condition,  payment due such person may be made to, and
such rights shall be exercised by, such person's guardian,  conservator or other
legal  personal  representative  upon  furnishing  the  Committee  with evidence
satisfactory to the Committee of such status.

     9.3.  Non-Exclusivity  of the  Plan;  Effect  on  Other  Benefits.  Nothing
contained  in the Plan is  intended to amend,  modify or rescind any  previously
approved  compensation  plans or programs entered into by the Company.  The Plan
will be construed to be in addition to any and all such other plans or programs.
Neither  the  adoption  of the  Plan  nor  the  submission  of the  Plan  to the
stockholders  of the Company for  approval  will be  construed  as creating  any
limitations  on the power or authority of the Board to adopt such  additional or
other compensation arrangements as the Board may deem necessary or desirable.

     ARTICLE 10. SHARE ISSUANCE AND TRANSFER RESTRICTIONS

     10.1. Share Issuances.  Notwithstanding  any other provision of the Plan or
any agreements  entered into pursuant hereto,  the Company shall not be required
to issue or deliver any  certificate  for shares of Common  Stock under the Plan
(and an Option shall not be  considered  to be  exercised,  notwithstanding  the
tender by the Participant of any consideration therefor),  unless and until each
of the following conditions has been fulfilled:

          (a)  There  shall  be  in  effect  with   respect  to  such  shares  a
     registration  statement  under the Securities Act and any applicable  state
     securities  laws if the  Committee,  in its  sole  discretion,  shall  have
     determined   to  file,   cause  to  become   effective   and  maintain  the
     effectiveness of such registration  statement; or (ii) if the Committee has
     determined not to so register the shares of Common Stock to be issued under
     the Plan, (A)  exemptions  from  registration  under the Securities Act and
     applicable  state  securities laws shall be available for such issuance (as
     determined  by  counsel  to the  Company)  and (B)  there  shall  have been
     received from the Participant (or, in the event of death or disability, the
     Participant's  heir(s) or legal  representative(s))  any representations or
     agreements  requested by the Company in order to permit such issuance to be
     made pursuant to such exemptions; and

          (b) There  shall have been  obtained  any other  consent,  approval or
     permit from any state or federal  governmental  agency which the  Committee
     shall, in its sole discretion upon the advice of counsel, deem necessary or
     advisable.

     10.2. Share Transfers. Shares of Common Stock issued under the Plan may not
be sold, assigned,  transferred,  pledged,  encumbered or otherwise disposed of,
whether  voluntarily or involuntarily,  directly or indirectly,  by operation of
law or otherwise,  except pursuant to registration  under the Securities Act and
applicable   state   securities   laws  or  pursuant  to  exemptions  from  such
registrations. The Company may condition the sale, assignment, transfer, pledge,
encumbrance  or other  disposition  of such  shares  not issued  pursuant  to an
effective and current  registration  statement  under the Securities Act and all
applicable  state  securities  laws on the  receipt  from the  party to whom the
shares  of Common  Stock  are to be so  transferred  of any  representations  or
agreements  requested by the Company to permit such transfer to be made pursuant
to exemptions from  registration  under the Securities Act and applicable  state
securities laws.



                                       12
<PAGE>

     10.3.  Right of First  Refusal.  The applicable  Agreement  relating to any
Option may contain  such  provisions  as the  Committee  shall  determine to the
effect that if a  Participant  elects to sell all or any shares of Common  Stock
that such Participant  acquired upon the exercise of an Option awarded under the
Plan, then such  Participant  shall not sell such shares unless such Participant
shall have first  offered in writing to sell such  shares to the  Company at the
lesser of (i) the Fair Market  Value on a date  specified  in such offer  (which
date  shall be at least 3  business  days and not  more  than 15  business  days
following  the date of such  offer) and (ii) the price at which the  Participant
wishes to sell.

     10.4. Legends.

          (a) Unless a  registration  statement  under the  Securities Act is in
     effect with  respect to the  issuance or transfer of shares of Common Stock
     under the Plan,  each  certificate  representing  any such shares  shall be
     endorsed with a legend in substantially  the following form, unless counsel
     for the  Company  is of the  opinion as to any such  certificate  that such
     legend is unnecessary:

          THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
          SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER  APPLICABLE
          STATE  SECURITIES  LAWS.  THESE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR
          INVESTMENT  AND  MAY  NOT  BE  OFFERED  FOR  SALE,   SOLD,   ASSIGNED,
          TRANSFERRED,  PLEDGED,  ENCUMBERED  OR  OTHERWISE  DISPOSED  OF EXCEPT
          PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH
          STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT
          AND SUCH STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
          THE SATISFACTION OF THE COMPANY.

          (b) In the  event  that  there  exists  a right of  first  refusal  as
     contemplated by Section 10.3, certificates  representing shares issued upon
     exercise  of Options  shall bear a  restrictive  legend to the effect  that
     transferability of such shares is subject to the restrictions  contained in
     the Plan and the applicable Agreement.

          (c) If the  Participant is the party to a buy-sell  agreement with the
     Company, each certificate representing any shares of Common Stock issued or
     transferred under the Plan shall be endorsed with a legend in substantially
     the following form,  unless counsel for the Company is of the opinion as to
     any such certificate that such legend is unnecessary:

          IN ADDITION, THE SALE, TRANSFER, ENCUMBRANCE,  HYPOTHECATION,  GIFT OR
          OTHER DISPOSITION OR ALIENATION OF SUCH SHARES OR ANY INTEREST THEREIN
          IS RESTRICTED  BY AND SUBJECT TO THE TERMS OF A  STOCKHOLDER  PURCHASE
          AGREEMENT, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF

                                       13

<PAGE>


          THE COMPANY AND ALL OF THE  PROVISIONS  OF WHICH ARE  INCORPORATED  IN
          THIS  CERTIFICATE  BY  REFERENCE.  BY  ACCEPTING  THE  SHARES OF STOCK
          EVIDENCED BY THIS  CERTIFICATE,  THE HOLDER  AGREES TO BE BOUND BY THE
          TERMS OF SAID AGREEMENT.

          (d) The Committee,  in its sole discretion,  may endorse  certificates
     representing  shares  issued  pursuant to the exercise of  Incentive  Stock
     Options with a legend in substantially the following form:

          THE  SALE,  TRANSFER,  ENCUMBRANCE,   HYPOTHECATION,   GIFT  OR  OTHER
          DISPOSITION  OR ALIENATION  OF SUCH SHARES OR ANY INTEREST  THEREIN OF
          THE  SHARES   REPRESENTED  BY  THIS   CERTIFICATE  MAY  NOT  BE  SOLD,
          TRANSFERRED,  ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED OF ON OR
          BEFORE THE INCENTIVE  STOCK OPTION HOLDING  PERIODS  WITHOUT THE PRIOR
          WRITTEN CONSENT OF THE COMPANY.

                         ARTICLE 11. CHANGE IN CONTROL

     11.1. Change in Control. For purposes of this Article,  "Change in Control"
means any one or more of the following events: (a) the sale, lease,  exchange or
other  transfer  of all or  substantially  all of the assets or  business of the
Company  (in one  transaction  or in a series of  related  transactions)  to any
Person;  (b) the  approval  by the  stockholders  of the  Company of any plan or
proposal for the  liquidation or dissolution of the Company;  or (c) a change in
control  of the  Company  of a nature  that  would be  required  to be  reported
(assuming such event has not been "previously  reported") pursuant to Section 13
or 15(d) of the Exchange Act,  regardless of whether the Company is then subject
to such reporting requirement; provided, however, that, without limitation, such
a Change in Control  shall be deemed to have occurred at such time as any Person
is or  becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under the
Exchange Act), directly or indirectly,  of 50% or more of the Common Stock or of
the combined  voting power of the Company's  outstanding  securities  ordinarily
having the right to vote at elections of directors.

     11.2.  Acceleration of Vesting. If a Change in Control of the Company shall
occur,  then,  without any further  action by the  Committee  or the Board,  all
outstanding  Options and Stock  Appreciation  Rights which have been outstanding
for at least 6 months shall  become  immediately  exercisable  in full and shall
remain exercisable during the remaining term thereof,  regardless of whether the
Participants  to whom such  Options  and  Stock  Appreciation  Rights  have been
granted  remain  employed  by the  Company  (but  subject  always to Article 8).
Notwithstanding  anything  contained in the Plan to the contrary,  the foregoing
sentence shall not be applicable if provision  shall be made in connection  with
the Change in Control  for the  assumption  of  outstanding  Options  by, or the
substitution  for  such  Options  of,  new  options  covering  the  stock of the
surviving successor or purchasing corporation or a parent or subsidiary thereof,
with appropriate  adjustments as to the number, kind and option prices of shares
subject to such options; provided,  however, that in the case of Incentive Stock
Options,  the  Committee  shall,  to the extent not  inconsistent  with the best
interest of the Company  (such best  interest to be  determined in good faith by
the Board in its sole discretion),  use its best efforts to ensure that any such
assumption or  substitution  will not  constitute a  modification,  extension or


                                       14
<PAGE>


renewal of the Incentive  Stock Options  within the meaning of Section 425(h) of
the Code and the regulations promulgated by the Treasury Department thereunder.

     11.3. Limitation on Change in Control Payments. Notwithstanding anything in
this  Article  above  to  the  contrary,  if,  with  respect  to a  Participant,
acceleration  of the  vesting  of an  Option  or a Stock  Appreciation  Right as
provided  above or the  payment  of cash in  exchange  for an  Option or a Stock
Appreciation  Right as provided  above (which  acceleration  or payment could be
deemed a payment within the meaning of Section 280G of the Code),  together with
any other  payments  which such  Participant  has the right to receive  from the
Company  or any  corporation  which is a member  of an  "affiliated  group"  (as
defined in Section  1504(a) of the Code without regard to Section 1504(b) of the
Code) of which the Company is a member,  would  constitute an "excess  parachute
payment"  (as defined in Section  28OG of the Code),  then the  payments to such
Participant  shall be reduced to the largest amount as will result in no portion
of such payments  being subject to the excise tax imposed by Section 4999 of the
Code; provided,  however,  that the determination as to whether any reduction in
such payments under the Plan pursuant to this provision is necessary and, if so,
which  payment  or  payments  will be  reduced,  shall  be made by a  nationally
recognized accounting firm selected by the Participant and reasonably acceptable
to the Company,  and such determinations  shall be conclusive and binding on the
Company and the  Participant  with respect to its  treatment of the payments for
tax reporting purposes.

          ARTICLE 12. RIGHT TO WITHHOLD, PAYMENT OF WITHHOLDING TAXES

     The Company is entitled to (a) withhold and deduct from future wages of the
Participant  (or  from  other  amounts  which  may be due  and  owing  from  the
Participant to the Company),  or make other  arrangements for the collection of,
all legally required amounts necessary to satisfy any and all federal, state and
local  withholding and  employment-related  tax requirements (i) attributable to
the  grant  or  exercise  of an  Option  or a Stock  Appreciation  Right or to a
"disqualifying  disposition" of shares of Common Stock acquired upon exercise of
an Incentive  Stock Option or (ii) otherwise  incurred with respect to the Plan,
an Option or a Stock Appreciation Right, or (b) require the Participant promptly
to remit the amount of such tax  requirements  to the Company  before taking any
action with respect to an Option.

              ARTICLE 13. AMENDMENT, MODIFICATION AND TERMINATION

     The Board may suspend or terminate  the Plan or any portion  thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem  advisable in order that Options under the Plan shall conform to any change
in applicable  laws or regulations or in any other respect the Board may deem to
be in the  best  interests  of the  Company;  provided,  however,  that  no such
amendment  shall be  effective,  without  approval  of the  stockholders  of the
Company,  if stockholder  approval of the amendment is then required pursuant to
Rule 16b-3 under the  Exchange Act or any  successor  rule or Section 422 of the
Code  or  under  the  applicable  rules,  regulations  or  requirements  of  any
securities exchange.  No termination,  suspension or amendment of the Plan shall
alter or impair any  outstanding  Options without the consent of the Participant
affected  thereby;  provided,  however,  that this sentence shall not impair the
right of the Committee to take whatever  action it deems  appropriate  under the
Plan.


                                       15
<PAGE>


                     ARTICLE 14. EFFECTIVE DATE OF THE PLAN

     14.1.  Effective  Date.  The Plan is effective as of September 7, 2001, the
date it was adopted by the Board, subject to the approval of the stockholders of
the Company; provided,  however, that if approval of the Plan is not received by
the stockholders of the Company within 12 months of the foregoing effective date
of the Plan, then no Incentive Stock Options shall be issued under the Plan.

     14.2.  Duration of the Plan.  The Plan shall  terminate at midnight  (local
Denver time) on September 6, 2011, and may be terminated  prior thereto by Board
action,  and no Option shall be granted after such termination.  Notwithstanding
the foregoing,  no Incentive Stock Options shall be granted after the expiration
of 10 years from the  earlier of the date of adoption of the Plan or the date of
stockholder approval. Options outstanding at Plan termination may continue to be
exercised in accordance with their terms.

                           ARTICLE 15. MISCELLANEOUS

     15.1. Construction and Headings. The use of a masculine gender herein shall
also include  within its meaning the feminine,  and the singular may include the
plural,  and the plural may include  the  singular,  unless the context  clearly
indicates  to the  contrary.  The headings of the  Articles,  Sections and their
subparts in the Plan are for convenience of reading only and are not meant to be
of  substantive  significance  and shall not add or detract  from the meaning of
such Article, Section or subpart.

     15.2. Expenses of Administration. Any and all expenses of administering the
Plan shall be borne by the Company.

     15.3.  Public Policy. No person shall have any claim or right to receipt of
an Option if, in the opinion of counsel to the Company,  such receipt  conflicts
with law or is opposed to governmental or public policy.

     15.4.  Governing  Law.  The place of  administration  of the Plan  shall be
conclusively  deemed to be within  the State of  Colorado,  and the  rights  and
obligations of any and all persons having or claiming to have an interest herein
or hereunder or under any Option  Agreement  shall be governed by and  construed
exclusively  and  solely in  accordance  with the laws of the State of  Colorado
(without regard to the conflict of laws provisions of any jurisdiction),  in all
respects,  including,  without  limitation,  matters  relating to the  validity,
construction,  interpretation,  administration, effect, enforcement and remedies
of the Plan and of its rules and  regulations,  except  to the  extent  that the
domestic  corporation laws of the Company's state of  incorporation  control the
internal affairs of the Company. The parties agree to submit to the jurisdiction
of the state and federal courts of Colorado with respect to matters  relating to
the Plan and agree not to raise or assert  the  defense  that such  forum is not
convenient for such party.

     15.5.  Successors and Assigns.  The Plan shall be binding upon and inure to
the benefit of the successors and permitted  assigns of the Company,  including,
without limitation,  whether by way or merger, consolidation,  operation of law,
assignment,  purchase or other acquisition of substantially all of the assets or
business of the  Company,  and any and all such  successors  and  assigns  shall
absolutely  and  unconditionally   assume  all  of  the  Company's   obligations
hereunder.




                                       16
<PAGE>


     15.6. Survival of Provisions. The rights, remedies, agreements, obligations
and  covenants  of the parties  contained in or made  pursuant to the Plan,  any
agreement evidencing an Option and any other notices or agreements in connection
therewith,  including,  without limitation, any notice of exercise of an Option,
shall survive the execution and delivery of such notices and  agreements and the
exercise  of any  Option,  the  payment  of the  Option  exercise  price and the
delivery  and receipt of the Option  shares,  and shall remain in full force and
effect.

     The Plan was duly  adopted and  approved by the Board of Directors of Atlas
Minerals, Inc., as of the 7th day of September, 2001.

                                        By:
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