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EXHIBIT 10.19


                   AMENDED AND RESTATED STOCK OPTION AGREEMENT
                           MATERIAL TECHNOLOGIES, INC.

Effective  November 1, 2002, Material Technologies, Inc., a Delaware corporation
(the  "Corporation")  and  E.  G.  Bud  Shuster  ("Mr. Shuster") enter into this
Amended  Stock Option Agreement ("Amended Agreement") on the following terms and
conditions:

WHEREAS,  Mr.  Shuster and the Corporation entered into a Stock Option Agreement
("Original Agreement") effective March 27, 2002, wherein the Corporation granted
Mr.  Shuster  an  option  to  purchase  800,000  shares  ("1st  Option");  and

WHEREAS,  it  is  the desire of the parties to amend the Original Agreement; and

WHEREAS,  the Corporation's Board of Directors (the "Board") determined that the
Corporation's  interests will be advanced by entering into with Mr. Shuster this
Amended  Agreement;

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises set forth in this
Agreement  and  for  other  good  and valuable consideration, the parties hereby
agree and incorporate by reference the Original Agreement, except such terms and
conditions  which  are  specifically  amended  as  follows:

     1.   OPTION  PRICE  -  The  purchase  price  of  the Shares of common stock
          subject  to  the  Option  shall  be two cents ($.02) per share without
          commission  or  other  charge.

     2.   AUTHORITY  -  The  Company  has  the  corporate  power  and  authority
          necessary  to  issue  the  options  herein and to issue the underlying
          shares of stock upon exercise thereof. All corporate actions hereunder
          have been approved by the shareholders and/or directors of the company
          as  required  under  law.

     3.   WHEN  EXERCISABLE  - The Option may be exercised beginning on November
          1, 2002 (the "Option Date") through November 1, 2007. The Option shall
          be  exercisable  only  as  follows: a. To the extent the Option is not
          exercised  by  November  1,  2007,  the  Option  shall  expire.

     b.   If prior to exercise and expiration of the Option in its entirety, the
          Corporation  is  acquired  by  or  merged  with  another  entity  in a
          transaction  involving  the  majority  of  the  Corporation's stock or
          substantially  all of the Corporation's assets (other than a merger or
          consolidation  in  which  the Corporation is the surviving corporation
          and  no shares are converted into or exchanged for securities, cash or
          any  other  thing  of  value),  then  the  Board shall act so that Mr.
          Shuster  benefits from such transaction on terms reasonably similar to
          the  terms  of such transaction that benefit other shareholders of the
          Corporation,  taking  into account Mr. Shuster's position and minority
          interest  in  the  Corporation.  Such  action  may include, but is not
          limited  to,  the  following:

     i.   Accelerating  the exercisability of this Option to permit its exercise
          in  full  during such period as the Board in its sole discretion shall
          prescribe;

     ii.  Permitting Mr. Shuster, at any time during such period as the Board in
          its  sole  discretion  shall prescribe, to surrender any Option or any
          portion  thereof  to  the  Corporation  for  cancellation;  and/or

     iii. Requiring  Mr.  Shuster,  at  any  time,  if  required by the terms of
          agreements relating to a merger, consolidation, or sale or transfer of
          substantially  all  of  the  Corporation's  assets,  to surrender this
          Option  or  any  portion  thereof  to  the Corporation in return for a
          substitute Option issued by the Corporation surviving such transaction
          which  Option  the  Board  determines  to  have a value to Mr. Shuster
          substantially equivalent to the value to Mr. Shuster of the Option, or
          portion  thereof,  surrendered.

     c.   Subject  to any action which the Board may take under paragraph 3b, in
          the  event  of  a  merger,  consolidation,  or  sale  or  transfer  of
          substantially  all  of  the  Corporation's  assets,  thereafter,  upon
          exercise  of  this  Option,  Mr.  Shuster shall, at no additional cost
          other  than  paying  the  exercise price of the Option, be entitled to
          receive  in lieu of Shares (1) the number and class of Shares or other
          security,  (2) the amount of cash, (3) property, or (4) combination of
          securities,  cash and/or property to which Mr. Shuster would have been
          entitled  under  the  terms  of  such merger, consolidation or sale or


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          transfer  of  assets,  if  immediately  prior to such transaction, Mr.
          Shuster  had  bee  the  holder  of the number of shares for which this
          Option  is  exercised.

     4.   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  constitute  one  and  the  same  instrument.

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

Date:  November  _____,  2002               MATERIAL  TECHNOLOGIES,  INC.

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


Date:  November  _____,  2002               By:   /s/ Bud  Shuster
                                                 ____________________________
                                                 Bud  Shuster





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