Exhibit 4.5
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                          AMERICAN FIRE RETARDANT CORP.
                             (A Nevada Corporation)

                      NON-QUALIFIED STOCK OPTION AGREEMENT
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     This  Agreement,  effective  as of April 30,  2001 (the "Grant  Date"),  is
between American Fire Retardant Corp., a Nevada corporation ("the Company"), and
Sherry Wilson,  a consultant and service  provider to the Company,  who, for the
purposes of this Agreement only shall be referred to as "Optionee".

     1. Grant of Option.  The  Company  grants to Optionee an option to purchase
Two Hundred Fifty Thousand  (250,000) shares of the Common Stock of the Company,
$0.001 par value, (the "Shares"),  on the terms and conditions set forth in this
Agreement.

     2.  Purchase  Price.  The  Purchase  Price of the  Shares  to be  purchased
pursuant to this option shall be equal to the  compensation  and consulting fees
payable to the Optionee pursuant to the Consulting Agreement entered into by and
between the Company and the  Optionee  and which is dated as of April 30,  2001,
the value of which services have been determined to be no less than  eighty-five
percent (85%) 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 as follows:

          Vesting Date             Options Vested    Percent of Options
          ---------------------------------------------------------------------
          April 30, 2001           250,000 shares        100%

     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 Company's  2001 Stock Option Plan.  This option is not being granted
pursuant  to  the   Company's   2001  Stock  Option  Plan   ("Plan"),   but  the
interpretation  of this Agreement  shall be consistent with  interpretations  of
options  granted  under the  Plan.  In the event of any  conflict  between  this
Agreement and the Plan, the terms of this Agreement 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 two
hundred and fifty thousand (250,000) Shares during any calendar year. The notice
shall be signed by Optionee.

     6.2 Exercise  Price For This Option.  The Company hereby  acknowledges  and
agrees that the consideration to be paid or delivered to the Company at the time
of exercise of all or a portion of this option, has heretofore been sufficiently
delivered  and  provided to the Company and will  continue to be provided to the
Company in accordance with the Consulting  Agreement entered into by the Company
and the Optionee  dated April 30, 2001.  No  additional  cash  consideration  or
services,  except as provided for in the Consulting  Agreement,  are required by
the Optionee at the time of exercise of this option or any part thereof.

     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).

     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.

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     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.

     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 employee or a consultant  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


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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.

     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,  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
supersedes all other prior agreements,  communications,  and statements, whether
written or oral,  express or implied,  pertaining to that subject  matter.  This
Agreement 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

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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.

     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

                                  Sherry Wilson
                              29743 Vacation Drive
                              Canyon Lake, CA 92587


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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)

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Address

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City, State and Zip


Dated: _____________________            _______________________________________
                                        Signature of Optionee