Exhibit 4.2
                                  -----------

                         AMERICAN FIRE RETARDANT CORP.
                             (A Nevada Corporation)

                      NON-QUALIFIED STOCK OPTION AGREEMENT
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     This Agreement,  effective as of ___________,  200_ (the "Grant Date"),  is
between American Fire Retardant Corp., a Nevada corporation ("the Company"), and
_______________,  an individual and member of the advisory board of the Company,
who, for the purposes of this Agreement only shall be referred to as "Optionee".
This  Agreement is made  pursuant to the terms and  conditions of the 2001 Stock
Option Plan, as amended  ("the Plan"),  a copy of which shall be provided to the
Optionee with the delivery of this Agreement.

     1. Grant of Option.  The  Company  grants to Optionee an option to purchase
_______________  (______) shares of the Common Stock of the Company,  $0.001 par
value, (the "Shares"),  on the terms and conditions set forth in the Plan and in
this Agreement.

     2.  Purchase  Price.  The  Purchase  Price of the  Shares  to be  purchased
pursuant to this option shall be _________ dollars ($______) per Share, which is
one hundred percent (100%) of the fair market value of the Shares on the date of
grant.

     3.  Vesting.  Optionee's  right to  exercise  the  option  granted  in this
Agreement shall vest and become exercisable with respect to twenty-five  percent
(25.0%) of the shares  subject to this Option at the end of each fiscal  quarter
as follows:

         Vesting Date                Options Vested      Percent of Options
         -----------------------------------------------------------------------
         December 31, 200_            ______ shares              25%
         March 31, 200_               ______ shares              25%
         June 30, 200_                ______ shares              25%
         September 30, 200_           ______ shares              25%

     Notwithstanding the preceding sentence, the option shall immediately become
exercisable  in full in the  event  that  (i) the  shareholders  of the  Company
approve  a  dissolution  or  liquidation  of the  Company  or a  sale  of all or
substantially  all of the  Company's  assets to  another  entity;  (ii) a tender
within the  meaning of Section 14 of the  Securities  Exchange  Act of 1934,  as
amended,  is made for five  percent  (5%) or more of the  Company's  outstanding
capital stock by any person other than the Company or an affiliate; or (iii) the
Company effects an underwritten  public offering of its securities pursuant to a
registration statement filed under the Securities Act of 1933. This option shall
be subject to  termination  before its date of expiration as provided in Section
7.2.

     4. The Plan. This option is granted pursuant to the Plan, the provisions of
which are incorporated into this Agreement by reference, and in the event of any
conflict  between  this  Agreement  and the Plan,  the  terms of the Plan  shall
govern.

     5. No Transfer or  Assignment  of Option.  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.

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     6. Method of Exercise.

     6.1 Notice.  Optionee may exercise this option by giving  written notice to
the Company  pursuant to Section  10.9 by delivery of an Exercise  Notice in the
form attached hereto as Exhibit A (the "Exercise  Notice"),  which shall specify
the  election to  exercise  this option and the number of Shares for which it is
being exercised; provided, however, that no exercise for fractional Shares shall
be  permitted,  and Optionee  may not exercise  options to acquire more than one
hundred thousand  (100,000) Shares during any calendar year. The notice shall be
signed by Optionee.

     6.2 Forms of Payment Authorized.  Optionee shall deliver to the Company, at
the time of giving the notice one of the following:

          (a)  Cash.  Payment  in Cash,  by check or via wire  transfer  in U.S.
     Dollars in the full amount of the Purchase Price; or

          (b) Delivery of Company Shares  Already  Owned.  Optionee may also pay
     the Purchase  Price by delivering  and  surrendering  to the Company Shares
     which:

               (i) have been owned by Optionee for at least six (6) months; and

               (ii) have an aggregate fair market value on the date of surrender
               equal to the Purchase Price.

               (iii) If the  number  of  shares  evidenced  by the  certificates
               delivered  exceeds the number required,  the Company will deliver
               the balance of any  excessive  whole  shares back to the Optionee
               and shall  reimburse the  differential  of any fractional  shares
               through a payment to the Optionee by check.

          (c) Fair Market Value.

               (i) If the  Common  Stock  is  listed  on a  national  securities
               exchange  or  admitted to  unlisted  trading  privileges  on such
               exchange or listed for trading on the Nasdaq National Market, the
               current fair market value shall be the last  reported  sale price
               of the  Common  Stock  on such  exchange  or  market  on the last
               business day prior to the date of exercise of this Option,  or if
               no such sale is made on such day,  the  average  closing  bid and
               asked prices for such day on such exchange or market; or

               (ii) If the Common Stock is not so listed or admitted to unlisted
               trading privileges,  but is traded on the Nasdaq SmallCap Market,
               the current  market value shall be the average of the closing bid
               and asked prices for such day on such  market,  and if the Common
               Stock is not so traded,  the  current  market  value shall be the
               mean of the last  reported bid and asked  prices  reported by the
               National Quotation Bureau, Inc. on the last business day prior to
               the date of the exercise of this Option; or

               (iii)  If the  Common  Stock is not so  listed,  or  admitted  to
               unlisted trading privileges,  and bid and asked prices are not so
               reported,  the current fair market value shall be an amount,  not
               less than book  value  thereof  as at the end of the most  recent
               fiscal  year  of the  Company  ending  prior  to the  date of the
               exercise of the Option,  determined in such reasonable  manner as
               may be prescribed  by the Board of Directors of the  Corporation.
               6.3  Issuance  of  Shares.  After  receiving  a proper  notice of
               exercise,  the Company shall issue a certificate or  certificates
               for the Shares to Optionee,  registered in Optionee's name (or in
               Optionee's  name and the name of  Optionee's  spouse as community
               property or as joint tenants with a right of survivorship).

                                  Page 2 of 6
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     7. Term and Expiration.

     7.1 Term.  This option,  if it has not expired earlier under the provisions
of Section 7.2,  shall expire in all events on the seventh (7th)  anniversary of
the effective date of this Agreement.

     7.2 Termination of Option. 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 Company 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
their  position,  the option  shall  terminate  one (1) month  after the date of
resignation.  If  Optionee's  affiliation  with the Company is terminated by the
Company for reasons other than cause,  the option shall  terminate one (1) month
after the date of said termination.  If Optionee's  affiliation with the Company
is terminated by the Company for cause, the option shall terminate one (1) month
after the date of said termination.  If the Optionee is receiving the option due
to their  affiliation  with a subsidiary  of the  Company,  which ceases to be a
subsidiary  of the Company for any reason,  the option shall  terminate  one (1)
month after the date on which the  subsidiary  ceases to be a subsidiary  of the
Company.

     8. Legality of Initial Issuance.

     8.1  Compliance  with  Securities  Laws. No Shares shall be issued upon the
exercise of this option  unless and until the  Company has  determined  that all
applicable provisions of state and federal securities laws have been satisfied.

     8.2 Optionee's Representations.  In the event that the 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 Company,  concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form satisfactory to the Company.

     9. Capital Adjustments.

     9.1 The Company's Freedom to Act. The existence of this Agreement shall not
affect in any way the right or power of the Company or its  shareholders to make
or authorize  any or all  adjustments,  recapitalizations,  reorganizations,  or
other changes in the Company's capital structure or its business,  or any merger
or consolidation of the Company or any issue of bonds, debentures,  or preferred
or  preference  stocks  affecting  the Shares or the rights  thereof,  or of any
rights,  options,  or warrants to purchase any capital stock of the Company,  or
the  dissolution or  liquidation of the Company,  any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceedings of
the Company, whether of a similar character or otherwise.

     9.2  Adjustment of Optioned  Shares.  The Shares with respect to which this
option is granted are Shares of the Company as presently constituted, but if and
whenever, prior to the delivery by the Company of all of the Shares with respect
to which these options are granted,  the Company  shall effect a subdivision  or
consolidation  of the Shares or other  capital  readjustment,  the  payment of a
stock  dividend,  or other  increase  or  reduction  in the number of the Shares
outstanding  without receiving  compensation  therefore in money,  services,  or
property,  the number of the Shares then remaining  subject to option  hereunder
shall (i) in the event of an increase in the number of  outstanding  Shares,  be
proportionately increased, and the cash consideration payable per Share shall be
proportionately  reduced;  and (ii) in the event of a reduction in the number of
outstanding  Shares,  be  proportionately  reduced,  and the cash  consideration
payable per Share shall be proportionately increased.

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     10. Miscellaneous Provisions.

     10.1 Withholding Taxes. In the event that the Company 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 Company to enable it to satisfy all withholding
requirements.

     10.2 No  Rights  as a  Shareholder.  Optionee  shall  have no  rights  as a
shareholder  with respect to any Shares  subject to this option until the Shares
have been issued in the name of Optionee.

     10.3 No Employment Rights.  Nothing in this Agreement shall be construed as
giving  Optionee the right to be retained as an member of the advisory  board of
the Company or be construed as any offer of employment or any right thereto.

     10.4 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  Shares  on the date the risk of  forfeiture  lapses  ("Vesting"),  over the
amount  paid for the  Shares,  is  taxed as  ordinary  income  to the  optionee.
Optionee  acknowledges  that to the extent the Shares have not Vested,  Optionee
may elect to be taxed at the time the Shares are purchased  rather than when the
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
Shares.  Assuming  the  option  price is equal to the fair  market  value of the
Shares at the time of purchase,  if the 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 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 COMPANY SHALL BEAR NO  RESPONSIBILITY
WHATSOEVER FOR THAT FILING.  Optionee  shall  promptly  deliver to the Company a
copy of any tax election relating to the treatment of the Shares under the Code.

     10.5 Further Assurances. Each party to this Agreement agrees to perform any
and all  further  acts  and to  execute  and  deliver  any  documents  that  may
reasonably be necessary to carry out the provisions of this Agreement.

     10.6 Attorneys'  Fees. In any legal action or other  proceeding  brought by
either party to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees and costs.

     10.7  Confidentiality.  Optionee agrees and acknowledges that the terms and
conditions of this Agreement,  including without limitation the number of Shares
for which  options have been granted,  are  confidential.  Optionee  agrees that
Optionee will not disclose these terms and conditions to any third party, except
to  Optionee's  financial or legal  advisors,  tax  preparer or family  members,
unless such disclosure is required by law.

                                  Page 4 of 6
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     10.8 Governing Law. The Agreement,  and all determinations made and actions
taken pursuant hereto,  to the extent not otherwise  governed by the Code or the
securities laws of the United States,  shall be governed by the law of the State
of California.

     10.9 Notices.  Any notice or other  communication under this Agreement must
be in writing,  and shall be effective  upon  delivery by hand;  upon  facsimile
transmission  to either party at the number  provided below for that party,  but
only  upon  receipt  by the  transmitting  party of a  written  confirmation  of
receipt;  or three (3) business  days after  deposit in the United  States mail,
postage  prepaid,  certified or  registered,  and addressed to the Company or to
Optionee at the  corresponding  address below.  Each party shall be obligated to
notify the other in writing of any  change in that  party's  address.  Notice of
change of address  shall be  effective  only when done in  accordance  with this
Section.

     10.10 Entire  Agreement.  This Agreement and the Plan,  together with those
documents that are  referenced in the  Agreement,  are intended to be the final,
complete, and exclusive statement of the terms of the agreement between Optionee
and the Company  regarding the subject matter of this Agreement.  This Agreement
and  the  Plan  supersede  all  other  prior  agreements,   communications,  and
statements,  whether  written or oral,  express or implied,  pertaining  to that
subject matter.  This Agreement and the Plan may not be contradicted by evidence
of any prior or contemporaneous  statements or agreements,  oral or written, and
may not be explained or supplemented by evidence of consistent additional terms.

     10.11 Amendments. This Agreement may not be amended or modified except in a
writing signed by both parties.

     10.12  Successors  and  Assigns.  Optionee  agrees that he will not assign,
sell,  transfer,  delegate,  or otherwise  dispose of,  whether  voluntarily  or
involuntarily,  or by  operation of law,  any rights or  obligations  under this
Agreement,  except as expressly permitted by this Agreement.  Any such purported
assignment,  sale, transfer,  delegation, or other disposition shall be null and
void.  Subject to the  limitations  set forth in this  Agreement,  the Agreement
shall be binding on and inure to the  benefit of the  successors  and assigns of
the Company and any successors and permitted assigns of Optionee,  including any
of his executors,  administrators, or other legal representatives.  It shall not
benefit any person or entity other than those  specifically  enumerated  in this
Agreement.

     10.13 Severability.  If any provision of this Agreement, or its application
to any person,  place, or  circumstance,  is held by an arbitrator or a court of
competent  jurisdiction  to be invalid,  unenforceable,  or void, that provision
shall be enforced to the greatest extent  permitted by law, and the remainder of
this  Agreement and of that  provision  shall remain in full force and effect as
applied to other persons, places, and circumstances.

     10.14  Interpretation.  This  Agreement  shall  be  construed  as a  whole,
according to its fair meaning,  and not in favor of or against any party. By way
of example and not in limitation, this Agreement shall not be construed in favor
of the party  receiving  a benefit nor  against  the party  responsible  for any
particular language in this Agreement.  Captions are used for reference purposes
only, and should be ignored in the  interpretation of the Agreement.  Unless the
context requires otherwise,  all references in this Agreement to Sections are to
the Sections of this Agreement.

     10.15  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts all of which together shall constitute one and the same instrument.

                                  Page 5 of 6
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The parties have duly executed this Agreement effective as of the date first
written above.



                         AMERICAN FIRE RETARDANT CORP.,
                             (A Nevada Corporation)


                        ---------------------------------
                        By:  Stephen F. Owens
                        Its: President



                                    OPTIONEE
                                    --------

                      ------------------------------------




                      ------------------------------------
                                Resident Address

                      ------------------------------------
                       City, State, Mail Code and Country


                                  Page 6 of 6
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                                    EXHIBIT A
                                    ---------

              AMERICAN FIRE RETARDANT CORP. 2001 STOCK OPTION PLAN
              ----------------------------------------------------

                         NOTICE OF STOCK OPTION EXERCISE
                         -------------------------------

OPTIONEE INFORMATION:
---------------------

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

Address: _______________________________________________________________________

OPTION INFORMATION:
-------------------

Date of Grant: ___________________________   Type of Option:  Incentive (ISO) or
                                                              Nonqualified
Exercise Price per share: $____________________

Total number of shares of the Common stock of American Fire Retardant Corp. (the
"Company") 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 Company, and:

     herewith  tenders  payment of  $__________________  in full  payment of the
exercise price for such shares, or

     herewith tenders and delivers __________________ shares of the Common Stock
of the  Corporation,  pursuant to Section  6.2(b),  which have been owned by the
Holder for at least six (6) months and have an  aggregate  fair market  value on
the   date  of   surrender   equal   to  the   aggregate   Exercise   Price   of
$__________________; or

and requests that the certificate for such shares purchased hereunder be issued
[you must check one]:

     in my name only
     In the names of my spouse and myself as community property
     In the names of my spouse  and  myself as joint  tenants  with the right of
survivorship

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

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

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City, State and Zip


Dated: __________________________             __________________________________
                                              Signature of Optionee