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EXHIBIT 10.21

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.


                      NON-STATUTORY STOCK OPTION AGREEMENT
                           MATERIAL TECHNOLOGIES, INC.
                           ---------------------------

     This  Non-Statutory Stock Option Agreement is hereby entered into as of the
15th  day  of  October,  2002,  by  and  between  Material Technologies, Inc., a
Delaware  corporation,  (the  "Corporation")  and  Peter  Jegou,  the  optionee
("Optionee") that is hereby being granted the right to acquire the Corporation's
common  stock  in  accordance  with  the  terms  stated below (the "Agreement").

     WHEREAS,  the  Optionee  has  entered  into a consulting agreement with the
Corporation;

     WHEREAS, the Corporation's Board of Directors (the "Board") determined that
the  Corporation's  interests will be advanced by providing an incentive to the
Optionee  to  acquire  a  proprietary  interest  in  the  Corporation  and, as a
stockholder,  to  share in its success, with added incentive to work effectively
for  and  in  the  Corporation's  interest.

     NOW  THEREFORE,  in  consideration of the mutual promises set forth in this
Agreement  and  for  other  good  and valuable consideration, the parties hereby
agree  as  follows:

1.  OPTION  GRANT -  The Corporation hereby grants to the Opionee, the right and
option  (the  "Option")  to purchase shares of authorized but unissued shares of
common  stoc,  par value $.001 per share of the Corporation ("Option Shares") as
follows:  1,200,000  options at a price of $.03, 1,200,000 options at a price of
$.04,  1,200,000  options  at  a  price of $.06, 1,200,000 options at a price of
$.08,  and  1,200,000  options  at  a  price  of  $.10  pursuant to the Material
Technologies,  Inc.2002 Stock Issuance / Stock Option Plan registered under Form
S-8  filed  on  February  6,  2002  and  pursuant  to  IRC  Regulation 83(c)(1).


2.  WHEN  EXERCISABLE  -  The  Option  may be exercised beginning on October 15,
2002  (the  "Option Date") through October 15, 2003, after which date the Option
shall  expire  ("Expiration  Date").  The  Option  shall  be exercisable only as
follows:

     a.  To  the  extent  the Option is not exercised by the Expiration Date, it
     shall  be  no  longer  valid  or  exercisable.


          (i) The Option granted under this Agreement, to the extent that it has
          not  been  exercised,  shall  terminate at the following times: In the
          event  of  Optionee's death, the Option shall terminate six (6) months
          after  the  date  of  death.  If  Optionee's  affiliation  with  the
          Corporation  ends  because Optionee becomes disabled, the Option shall
          terminate  six  (6)  months  after  the  date  on  which  Optionee's
          affiliation  ends.  If Optionee voluntarily resigns from his position,
          the  Option  shall  terminate  one  (1)  month  after  the  date  of
          resignation.  If  Optionee's  affiliation  with  the  Corporation  is
          terminated by the Corporation for reasons other than cause, the Option
          shall  terminate  one (1) month after the date of said termination. If
          Optionee's  affiliation  with  the  Corporation  is  terminated by the
          Corporation  for cause, the Option shall terminate one (1) month after
          the  date  of  said  termination.

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

<PAGE>

3.  CHANGES  IN  THE  CORPORATION'S  CAPITAL  STRUCTURE  -  The  existence  of
outstanding  Options  shall  not  affect  in  any  way the right or power of the
Corporation  or  its  stockholders  to make or authorize any or all adjustments,
recapitalizations,  or  other  changes in the Corporation's capital structure or
its  business, or any merger or consolidation of the Corporation or any issuance
of  common  stock, subscription rights, bonds, debentures, preferred stock ahead
of  or  affecting  the  rights  of  the  common  stock,  or  the dissolu-tion or
liquidation  of  the  Corporation, or any sale or transfer of all or any part of
the  Corporation's assets or business, or any other corporate act or proceeding.
If,  however, the outstanding shares of the Corpo-ration's common stock shall at
any  time  be  changed  or exchanged by declaring a stock dividend, stock split,
combination  of  shares,  or  recapitalization,  the  number  and kind of shares
subject to this Option and the Option price shall be appropriately and equitably
adjusted  to  maintain  the  proportionate number of shares without changing the
aggregate  option  price.

4.  HOW  THE  OPTION  IS EXERCISABLE - The Optionee shall exercise the Option by
delivering  written notice to the Corporation on a form substantially similar to
"Exhibit  A"  to this Agreement, specifying the number of shares to be purchased
and  accompanied  by  a check in full payment of the option price for the Option
Shares.  Until  the  Optionee  properly exercises this Option and deliveries the
Option  Price,  Optionee  shall  have  no  rights  in  the  Option  Shares.
5.  OPTION  TRANSFER  -  Except  as  otherwise  provided in this Agreement, this
Option  and the rights and privileges conferred hereby shall not be transferred,
assigned,  pledged,  or  hypothecated in any way (whether by operation of law or
otherwise)  and  shall  not  be subject to sale under execution, attachment,  or
similar  process. Upon any attempt to transfer, assign, pledge, hypothecate,  or
otherwise  dispose  of  this  Option,  or  of  any  right or privilege conferred
hereby,  contrary  to the  provisions of this  Agreement,  or upon any attempted
sale  under  any  execution,  attachment,  or  similar  process  upon the rights
and  privileges  conferred  hereby,  this  Option  and  the  rights  and
privileges  conferred  hereby  shall  immediately  become  null  and  void.

6.  NOTICE  OF  DISPOSITION  OF OPTION SHARES -  Optionee agrees that if, within
one  year  of  acquiring  Option  Shares by exercising this Option, the Optionee
disposes  of any Option Shares including by sale, exchange, gift, or transfer of
beneficial  ownership,  the  Optionee shall provide the Corporation with no less
than  ten (10) days advanced written notice of the disposition, transfer or sale
of  the  Option  Shares.

7.  GOVERNING  LAW  -  This  Agreement  shall  be  construed and its performance
enforced  in  accordance with the laws of the State of California, excluding its
choice  of  law  provisions.

8.  DISPUTE  RESOLUTION - The parties first agree to submit any disputes arising
under  or in relation to this Agreement to mediation with a mediator approved by
the  parties  to  the  dispute.  If  the  parties resolve their disputes through
mediation,  they  shall  share the fees of the mediator evenly but pay their own
at-torneys' fees and other expenses related to mediation.  If mediation fails to
resolve  all  disputes within thirty (30) days after submission to the mediator,
then  either party may thereafter submit their dispute to compulsory arbitration
to  the  American  Arbitration Association ("AAA") under its Commercial Rules of
Arbitration.  The  parties agree that mediation is a pre-condition to submitting
a  claim  for  arbitration  in  accordance  with  this  section.  Any  and  all
arbitration  hearings or proceedings initiated by either party to this Agreement
shall  take  place  in  the  City of Los Angeles, California, and the prevailing
party  in  any  such  arbitration  proceeding  relating  to  the  transactions
contemplated  by  this Agreement shall be entitled to recover all of their costs
and  expenses  of  the arbitration, including reasonable attorneys' fees and the
attorneys fees and expenses incurred in connection with mediation that failed to
resolve  the  dispute.

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

                                        2
<PAGE>

9.  LEGALITY  OF  INITIAL  ISSUANCE.  No  Option Shares shall be issued upon the
exercise  of this Option unless and until the  Corporation has  determined  that
all  applicable  provisions  of  state  and  federal  securities  laws have been
satisfied.  In  the  event that the Option Shares have not been registered under
the  Securities  Act  of 1933, as amended, at the time this Option is exercised,
the  Optionee  shall,  if  required  by  the Corporation,  concurrently with the
exercise of all or any portion of this Option, deliver to the Corporation his or
her  "investment  representation  statement"  in  a  form  satisfactory  to  the
Corporation.

10.  SEVERABILITY  -  If  a  court of competent jurisdiction or arbitrator finds
that  one  or  more  provisions  of  this  Agreement  is  or  are  illegal  or
unenforceable,  the remaining provisions of this Agreement shall re-main in full
force  and  effect  as  if  such  provision  or  provisions  never  existed.

11.  WAIVER  -  No  party's  right  to  require  performance  of another party's
obligations  under  this  Agreement  shall be affected by any previous delay in
enforcing  such  right,  express  waiver  of  prior  similar  right  to  require
performance,  or  course  of  dealing.  Any and all amendments to this Agreement
shall  be  in writing and signed by the party against whom a right or obligation
is  sought  to  be  enforced.

12.  HEADINGS.  Headings contained herein are for convenience only and shall not
be  deemed  a  part  of  this  Agreement  for  any  purpose.

13.  INTEGRATION  CLAUSE.  This  Agreement  constitutes the entire understanding
between  the Corporation and the Optionee and supersedes all prior proposals and
agreements,  oral  or written, and all prior or contemporaneous communications
between  the  parties  relating  to  the  subject  of  this  Agreement.

14.  NOTICES.  Notices under this Agreement shall be sufficient only if sent (a)
by overnight courier, or (b) by facsimile or other electronic means and by U. S.
Mail,  or (c) personally delivered to the party entitled to receive such notice.
Notices  shall  be  addressed  as  follows:

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.


                                        3

<PAGE>

To  Material  Technologies,  Inc.:     To  Peter  Jegou:

Mr.  Robert  M.  Bernstein             75  Lincoln  Highway
Material  Technologies,  Inc.          Iselin,  NJ  08830
Suite  707
11661  San  Vicente  Boulevard
Los  Angeles,  CA  90049

Fax:  310/  473-3177                   Tel.: (732)  906-9060
Telephone:  310/208-5589               Fax:  (732)  906-5676

Any  party  may  change  the  above  address by giving written notice of the new
address  as  set  forth  above.

15.  MISCELLANEOUS  PROVISIONS.

     15.1  WITHHOLDING  TAXES. In the event that the Corporation determines that
it  is  required  to  withhold  federal,  state, or local tax as a result of the
exercise  of  this  Option,  Optionee,  as  a  condition to the exercise of this
Option,  shall make arrangements satisfactory to the Corporation to enable it to
satisfy  all  withholding  requirements.

     15.2 NO EMPLOYMENT RIGHTS.  Nothing in this Agreement shall be construed as
giving  Optionee  the  right  to  be  retained  as  an  employee or non-employed
consultant  of the Corporation or be construed as any offer of employment or any
right  thereto.

     15.3  TAX ELECTION.  Under Section 83 of the Internal  Revenue Code of 1986
(the "Code"),  as a general rule the excess, if any, of the fair market value of
the  Option  Shares  on  the  date  the risk of  forfeiture  lapses ("Vesting"),
over  the  amount  paid  for the  Option Shares,  is  taxed as  ordinary  income
to  the  optionee.  Optionee  acknowledges  that to the extent the Option Shares
have  not  Vested,  Optionee may elect to be taxed at the time the Option Shares
are  purchased  rather  than  when  the  Option Shares  Vest by filing  with the
Internal  Revenue  Service  an  election  under Section 83(b) of the Code within
thirty  (30)  days  of  the date of purchase of the Option Shares.  Assuming the
Option  price  is  equal to the fair  market  value of the Shares at the time of
purchase,  if  the Option Shares have not Vested, the election may be  desirable
in  order  to  avoid  potential  future  adverse  tax  consequences.  Optionee
acknowledges  that  Optionee's  failure  to  make this filing in a timely manner
may result in  Optionee's  recognition  of ordinary  income as the Option Shares
become Vested,  in an amount equal to the excess of the fair market value of the
Shares on the date of Vesting over the Option price.  OPTIONEE ACKNOWLEDGES THAT
IT  IS  THEIR  SOLE  AND EXCLUSIVE RESPONSIBILITY TO FILE IN A TIMELY MANNER ANY
ELECTION  UNDER  SECTION  83(b),  AND  THAT  THE  CORPORATION  SHALL  BEAR  NO
RESPONSIBILITY WHATSOEVER FOR THAT FILING.  Optionee shall  promptly  deliver to
the  Corporation  a  copy  of  any tax election relating to the treatment of the
Option  Shares  under  the  Code.

16.  COUNTERPARTS.  This  Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute  one  and  the  same  instrument.

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

                                        4
<PAGE>

     IN WITNESS WHEREOF, the parties execute this Agreement as of the first date
written  above.


Date:  October  ___,  2002                  MATERIAL TECHNOLOGIES, INC.


                                      By: /s/  Robert M. Bernstein
                                         __________________________________
                                            Robert M. Bernstein, President

 Date:  October  ___,  2002                /s/   Peter Jegou
                                         __________________________________
                                                   Peter Jegou



Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

                                        5
<PAGE>



                                    EXHIBIT A
                                    ---------

                           MATERIAL TECHNOLOGIES, INC.
                         NOTICE OF STOCK OPTION EXERCISE
                         -------------------------------


OPTIONEE  INFORMATION:

Name:    ____________________________  Social Security No. _______- ____- ______

Address: _______________________________________________________________________

OPTION  INFORMATION:

Date  of  Grant:  ___________________________   Type  of  Option:  Non-qualified

Exercise  Price  per  share:  $_________

Total  number  of shares of the Common Stock of Material Technologies, Inc. (the
"Corporation")  covered  by  Option:  _______  Shares.

EXERCISE  INFORMATION:

The undersigned,  Optionee,  hereby  irrevocably elects to exercise the purchase
right   represented   by   such   Option   for,   and  to   purchase   hereunder
________  shares  of  Common  Stock  of  the  Corporation, and herewith  tenders
payment  of  $___________  in  full  payment  of  the  exercise  price  for such
shares, and requests that the certificate for such shares purchased hereunder be
issued
[you  must  check  one]:

     [    ]  in  my  name  only;  or
     [    ]  in  the  names  of  my  spouse and myself as community property; or
     [    ]  in  the names of my spouse  and  myself as joint  tenants  with the
             right  of survivorship.

---------------------------------             ----------------------------------
Optionee's  Name                               My  spouse's name (if applicable)

---------------------------------
Address

---------------------------------
City,  State  and  Zip

Dated:  __________________________
           Signature  of  Optionee

Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

                                        6
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Non-Qualified  Option  Agreement
Material  Technologies,  Inc.

                                        7


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