EXHIBIT 10.10
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                   ATLAS MINERALS, INC. STOCK OPTION AGREEMENT
                                ISSUED UNDER THE
                   ATLAS MINERALS, INC. 2001 STOCK OPTION PLAN


     A. A STOCK  OPTION (the  "Option")  for a total of ______  shares of Common
Stock  of the  Atlas  Minerals,  Inc.,  a  [Delaware]  corporation  (herein  the
"Company"),  is hereby  granted  to  _______________  (herein  the  "Optionee"),
subject in all respects to the terms and provisions of the Atlas Minerals,  Inc.
2001 Stock Option Plan (the  "Plan"),  dated  September 7, 2001,  which has been
adopted by the Company and which is  incorporated  herein by reference.  Defined
terms not  explicitly  defined in this  Agreement  but defined in the Plan shall
have the same definitions as in the Plan.

     B. The option price of the Option as  determined  by the Board of Directors
of the Company is _______ Dollars ($_____) per share.

     C. The option [is fully vested]OR [shall vest as follows:]

     D. The Option herein granted is [not] intended to qualify as and will [not]
be treated as an "incentive  stock option"  within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.

     E. The grant  hereunder is in  connection  with and in  furtherance  of the
Company's compensatory benefit plan for participation of the Company's employees
(including  officers),  directors or consultants  and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act").

     F. The  Option may not be  exercised  if the  issuance  of shares of Common
Stock of the Company  upon such  exercise  would  constitute  a violation of any
applicable  Federal or State  securities or other law or valid  regulation.  The
Optionee,  as a condition to his exercise of the Option,  shall represent to the
Company that the shares of Common  Stock of the Company  that he acquires  under
the Option are being  acquired by him for investment and not with a present view
to distribution or resale, unless counsel for the Company is then of the opinion
that such a representation is not required under the Securities Act or any other
applicable law, regulation, or rule of any governmental agency. The Common Stock
issued upon exercise of the Option shall bear the  following  legend if required
by counsel for the Company:


               THE  SHARES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT BE  SOLD,
               TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF
               UNLESS THEY HAVE FIRST BEEN  REGISTERED  UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE
               COMPANY, SUCH REGISTRATION IS NOT REQUIRED.


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     G. The Option may not be transferred  in any manner  otherwise than by will
or the  laws of  descent  and  distribution,  and may be  exercised  during  the
lifetime of the  Optionee  only by him. The terms of the Option shall be binding
upon the  executors,  administrators,  heirs,  successors,  and  assigns  of the
Optionee.

     H. The term of the  Option  shall  commence  on the date  hereof  and shall
expire on  _______________  (the "Expiration  Date", which date shall be no more
than five (5) years  from the date the  Option is  granted),  unless  the Option
expires  sooner as set forth below or in the Plan. In no event may the Option be
exercised  after the Expiration  Date. The Option shall  terminate  prior to the
Expiration  Date  thirty  (30) days after the  termination  of your status as an
employee, director,  consultant or independent contractor of the Company for any
reason or for no reason unless:

         (a)  such  termination  of  your  status  as  an  employee,   director,
consultant or independent  contractor is due to your disability,  in which event
the Option shall expire on the earlier of the Expiration Date set forth above or
twelve  (12)  months  following  such  termination  of  continuous  status as an
employee; or

         (b)  such  termination  of  your  status  as  an  employee,   director,
consultant or independent contractor of the Company is due to your death or your
death occurs within thirty (30) days  following your  termination  for any other
reason,  in which event the Option shall expire on the earlier of the Expiration
Date and twelve (12) months after your death; or

         (c)  during any part of such  thirty  (30) day period the Option is not
exercisable  solely because of the condition set forth in Paragraph D above,  in
which event the Option shall not expire until the earlier of the Expiration Date
set forth above or until it shall have been  exercisable for an aggregate period
of thirty (30) days after the termination of your status as an employee; or

         (d) exercise of the Option within thirty (30) days after termination of
your status as an employee,  director,  consultant or independent  contractor of
the Company  would result in liability  under  section  16(b) of the  Securities
Exchange Act of 1934 (the  "Exchange  Act), in which case the Option will expire
on the earlier of (i) the Expiration Date set forth above, (ii) the tenth (10th)
day after the last date upon which exercise would result in such  liability,  or
(iii) six (6) months and ten (10) days after the  termination  of your status as
an employee, director, consultant or independent contractor of the Company.

     I.  The  Option  may  be  exercised,  to the  extent  specified  above,  by
delivering a notice of exercise (in a form  designated by the Company)  together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate,  during regular business hours, together with such
additional documents as the Company may the require pursuant to the Plan.


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<PAGE>


     J. By exercising the Option you agree that:

         (a) as a precondition  to the completion of any exercise of the Option,
the  Company  may require  you to enter an  arrangement  providing  for the cash
payment by you to the Company of any tax  withholding  obligation of the Company
arising by reason  of:  (1) the  exercise  of the  Option;  (2) the lapse of any
substantial  risk of  forfeiture  to which the shares are subject at the time of
exercise; or (3) the disposition of shares acquired upon such exercise. You also
agree  that any  exercise  of the  Option  has not been  completed  and that the
Company is under no  obligation  to issue any Common  Stock to you until such an
arrangement  is  established or the Company's tax  withholding  obligations  are
satisfied, as determined by the Company; and

         (b) the  Company  (or a  representative  of the  underwriters)  may, in
connection  with the first  underwritten  registration  of the  offering  of any
securities of the Company under the Act,  require that you not sell or otherwise
transfer  or dispose of any shares of Common  Stock or other  securities  of the
Company  during  such  period  (not to exceed one  hundred  eighty  (180)  days)
following  the  effective  date  (the  "Effective  Date")  of  the  registration
statement of the Company  filed under the Act as may be requested by the Company
or the  representative of the  underwriters.  You further agree that the Company
may impose stop-transfer  instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

     K. In the event that the Option is  exercised,  the Company may require the
Optionee  to enter into an  agreement  with the  Company  pursuant  to which the
Company will be entitled to elect,  prior to the date of the first  registration
of an equity  security of the Company  under  Section 12 of the  Exchange Act of
1934, as amended,  to repurchase all or any part of the shares  obtained upon an
exercise of the Option at the  original  purchase  price paid for such shares by
the Optionee upon the Optionee ceasing to be an employee, director or consultant
of the Company for any reason whatsoever.


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<PAGE>



     L. In the event the  Option is  exercised,  the  Company  may  require  the
Optionee  to enter into an  agreement  with the Company and certain of its other
stockholders  pursuant to which the  Optionee,  before  transferring  any of the
Common Stock or other  securities  of the Company  acquired upon exercise of the
Option,  offers to sell such  Common  Stock or other  securities  to the Company
and/or such other stockholders.

     M. For the  purposes  of Article 11 of the Plan,  the  Option  shall  [not]
become  immediately  exercisable in full as provided in Section 11.2 of the Plan
[, unless approved by the Committee in its sole discretion at any time after the
date hereof.


Dated:  _______________, 200_.

                                         ATLAS MINERALS, INC.




                                        By:
                                           ------------------------------------
                                                      President


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ATTEST:




     The Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof.  The Optionee  hereby  accepts the Option  subject to all the terms and
provisions  of the Plan.  The  Optionee  hereby  agrees  to  accept as  binding,
conclusive,  and  final  all  decisions  and  interpretations  of the  Board  of
Directors  and,  where  applicable,  the Stock Option Plan  Committee,  upon any
questions  arising  under the Plan.  As a condition to the issuance of shares of
Common  Stock of the  Company  under the Option,  the  Optionee  authorizes  the
Company to withhold in  accordance  with  applicable  law from any regular  cash
compensation  payable to him any taxes  required  to be  withheld by the Company
under  Federal,  State,  or Local law as a result  of  his/her  exercise  of the
Option.


Dated:   ____________, 200_.



                                                --------------------------------
                                                OPTIONEE















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