EXHIBIT 10.31


                                Option Agreement
                                ----------------

     This Option Agreement is made and entered into to be effective as of
          November 27, 2000 and is by and between Edward Z Nowak ("Employee")
          and BioProgress Technology International, Inc., ("Company") and are in
          addition to previously executed option agreements. The Employee is
          willing and able to provide various valuable services for and on
          behalf of the Company in connection with the business of the Company.
          The Company desires to retain the Employee as an executive officer on
          behalf of the Company and the Employee desires to be retained in that
          capacity upon the terms and conditions hereinafter set forth. In
          consideration of the foregoing premises, the mutual promises and
          agreements hereinafter set forth, and such other and valuable
          consideration, the receipt and sufficiency of which are hereby
          acknowledged, the Company and the Employee agree as follows:

1.   Services. The Company hereby retains the Employee as an Officer and the
     Employee hereby accepts and agrees to such retention.


2.   Term of Agreement. This option agreement shall begin on the date first
     referred to above, and shall terminate five (5) years from the date thereof
     unless extended by mutual agreement, or unless terminated at any time by
     the Company for just cause being the Employee's negligence, dishonesty or
     incapacity for any or no reason to perform services specified herein.

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3.   Option. The Company grants the Employee a further option (the "option") to
     purchase up to 100,000 ordinary shares of common stock (the "Option
     Shares") in the Company in accordance with the following schedule: at any
     time on or before December 31, 2005 the Employee may purchase up to 100,000
     Option Shares at a price of $1.50 per share in addition to any options
     already granted to the employee. In the event that the Employee purchases
     any or all Option Shares, then the Company shall provide to the Employee
     shares of the free trading common stock of the Company registered under a
     Form S-8 filed in accordance with the terms and conditions set forth under
     the securities Act 1933, as amended. The Option and any exercise of Option
     Shares shall at all times be conditional upon Employee not being, nor
     having been in breach of this Agreement, and further upon Employee being an
     employee of the Company at the time the option is exercised in the whole or
     in part. In the event that this agreement is terminated either by the
     Company or by the Employee the option shall lapse simultaneously and shall
     cease to have any effect whatsoever, notwithstanding that any or all Option
     Shares may not have been purchased by Employee.


4.   Disclosure of Information. The Employee recognises and acknowledges that
     the Employee has and will have access to certain confidential information
     of the Company and its affiliates that are valuable, special and unique
     assets and property of the Company and such affiliates. The Employee will
     not, during or after the term of this agreement, disclose, without prior
     written consent or authorisation of the Company, any such information to
     any person, except to authorise representatives of the Employee or its
     affiliates for the purposes of the services to be rendered under this
     agreement, for any reason or purpose whatsoever. In this regard, the
     Company agrees that such authorisation or consent to disclosure may be
     conditioned upon the disclosure being made pursuant to a secrecy agreement,
     protective order, provision of statute, rule, regulation or procedure under
     which the confidentiality of the information is maintained in the hands of
     the person to whom the information is to be disclosed or in compliance with
     the terms of a judicial order or administrative process.


5.   Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
     be given under this Agreement shall be sufficient if in writing and
     delivered or sent by registered or certified mail to the principle office
     of each party. (b) Waiver of Breach. Any waiver by a party of a breach of
     any provision of this agreement by the other party shall not operate or be
     construed as a waiver of any subsequent breach by the waiving party. (c)
     Assignment. This agreement and the rights and obligations of the parties
     hereunder are not assignable by either party. (d) Applicable Law. It is the
     intention of the parties hereto that this Agreement and the performance
     hereunder and all suits and special proceedings hereunder be construed in
     accordance with and under pursuant to the laws of the State of Nevada and
     that in any action, special proceeding or other proceeding that may be
     brought arising out of, in connection with or by reason of this Agreement,
     the laws of the State of Nevada shall be applicable and shall govern to the
     exclusion of the law of any other forum, without regard to the jurisdiction
     in which any special proceeding may be instituted..

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     (e) Severability. All agreements and covenants contained herein are
     severable, and in the event any of them shall be held to be invalid by any
     competent court, the Agreement shall be interpreted as if such invalid
     agreements or covenants were not contained herein. (f) Entire Agreement.
     This Agreement constitutes and embodies the entire understanding and
     agreement of the parties and supercedes and replaces all prior
     understandings, agreements and negotiations between the parties. (g)
     Counterparts. This agreement may be executed in counterparts, each of which
     shall be deemed an original, but both of which taken together shall
     constitute but one and the same document.

          IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement effective as of the day and year above written

EMPLOYEE:


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Edward Z Nowak

COMPANY: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.


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Barry J Muncaster
Duly Authorised Officer.