Exhibit 10.15

                 NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT


     THIS  AGREEMENT,  made  as of  November  1,  1998,  by  and  between  R & D
Technology,  Inc.,  a Nevada  corporation  (the  "Company")  and David J.  Simon
("Optionee").

         1.  Grant.  For good and  valuable  consideration,  receipt of which is
hereby  acknowledged,  the Company  hereby grants to the Optionee an option (the
"Option")  to purchase up to two million  (2,000,000)  shares of Common Stock of
the  Company,  par value $.001 per share,  at an  exercise  price of fifty cents
($.50) per Share.

         2. Term.  This Option shall expire at the close of business on the last
day of the month occurring three (3) years from the date set forth above.

         3. Method and Time of Exercise. The Option may be exercised in whole or
in part by written notice  delivered to the Company stating the number of shares
with  respect  to which the  Option is being  exercised,  together  with a check
payable to the Company in the amount of the  purchase  price of such shares plus
applicable Federal,  state and local withholding taxes and any written statement
required by Paragraph 8, provided that the Optionee shall be entitled to pay all
or part of the exercise price by cancellation  in full of  indebtedness  owed to
the  Optionee,  if any, by the Company for services  which have been rendered or
expenses which have been incurred by the Optionee as a consultant to or employee
of the Company.

         4. Tax  Withholding.  As a condition  to exercise of this  Option,  the
Company  may require  the  Optionee  to pay over to the  Company all  applicable
federal,  state and local taxes  which the Company is required to withhold  with
respect to the exercise of this  Option.  Upon  notification  by the Company and
upon the request of the Optionee, the minimum statutory withholding requirements
may be satisfied by withholding of shares of Common Stock otherwise  issuable to
the Optionee upon exercise of this Option.

         5.  Service as a Consultant  or Employee.  Nothing in this Option shall
confer upon the Optionee any right to perform  services for the Company or shall
restrict  in any way the right of the  Company to  discharge  or  terminate  the
Optionee any time for any reason whatsoever.  This Option shall not terminate as
a result of the termination of Optionee's services as independent  contractor or
consultant to or employee of the Company.

         6.  Rights as  Shareholder;  Adjustments.  The  Optionee  shall have no
rights as shareholder with respect to the Common Stock of the Company covered by
the Option until the due and valid  exercise of any portion of this  Option.  If
there is any change in the capital  structure  of the company  affecting  in any
manner the outstanding  shares of Common stock of the Company,  whether by stock
dividend,  stock  split,  reclassification  or  recapitalization  or because the
Company has merged or consolidated with one or more corporations then the number
of shares of Common  Stock  then  subject to the Option and the price to be paid
therefor  shall be  appropriately  adjusted by the Board of Directors,  provided
that no fractional  shares shall be issued or issuable and further provided that

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the  adjustment  shall  not be to the  aggregate  purchase  price to be paid for
exercise of the entire  remaining  option but shall be to the exercise price per
share of Common Stock.  No adjustment  shall be made for reverse stock splits or
for cash  dividends  or stock  rights for which the record  date is prior to the
date of exercise of applicable portions of this option.

         7.  Non-Transferability;  Restrictions  on Resale.  The Optionee agrees
that the Option and the underlying  shares of Common Stock to be issued pursuant
to exercise  thereof are being  acquired for  investment  and not with a view to
distribution  and that  appropriate  legend(s) may be placed on any certificates
evidencing such option and/or shares.  This Option and the underlying shares may
not be  assigned  or  transferred  (except  by will or the laws of  descent  and
distribution)  unless  there is at the time a  registration  statement in effect
covering the  securities to be assigned or  transferred or an opinion of Company
counsel (paid for by the transferor)  that such assignment or transfer is exempt
from the requirement of registration,  based upon such  representations as shall
be required by such counsel.

         8.  Registration.  The Company  agrees that if within a period of three
(3) years  following the above date the Company  shall  register for public sale
under the US Federal  securities  laws or any exemption  therefrom any shares of
its Common  Stock,  the  Company  will  provide at least  thirty (30) days prior
notice of such  intention to the Holder and within twenty (20) days of receiving
such  notice the Holder  shall  notify the Company of  intention  to include the
Common Stock  underlying this Option in the registration  statement.  The Holder
shall at the time of  registration  execute  a  holdback  agreement  in form and
substance  acceptable  to the Company  whereby  the Holder  agrees to wait until
after such other  shares are sold  before  the  Holder's  registered  shares are
offered or sold.

         9.  Notice.  Notice  hereunder  to be  effective  shall  be in  writing
addressed as set forth below and delivered or deposited with prepaid  postage in
a U.S. Postal Service or other express mail depository,

                  If to the Company:        R & D Technology, Inc.
                                            c/o Marks and Devin
                                            23801 Calabasas Rd., Ste 204
                                            Calabasas, CA  91302

                  If to the Optionee:       David J. Simon
                                            13339 Albers St.
                                            Sherman Oaks, CA 91401

         10. Miscellaneous. In the event that any provision of this Agreement is
found to be invalid or otherwise  unenforceable  under any applicable  law, such
invalidity  shall not  thereby  render  any other  provision  of this  Agreement
invalid.  This  Agreement  shall bind the successors and assigns of the parties.
This Agreement shall be interpreted and enforceable  under the laws of the State
of Nevada. This Agreement may be executed in multiple counterparts.

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         IN WITNESS WHEREOF,  the parties have hereunto set their hand as of the
above date pursuant to due authority.

R & D Technology, Inc.

By /s/ David Simon, President
   ---------------------------------

By /s/ (Unintelligible)
   ---------------------------------


OPTIONEE:

/s/ David Simon
-------------------------

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