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                                                                  EXHIBIT 10.147


                           WILSHIRE TECHNOLOGIES, INC.

                           NON-QUALIFIED STOCK OPTION

                             1995 STOCK OPTION PLAN


THIS IS TO CERTIFY that on MAY 12, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to BEN ZARZA (the "Optionee")
an option to purchase 5,000 shares of common stock of the Company, no par value,
at a price of $0.75 per share, upon the terms and conditions hereinafter stated,
to all of which the Optionee, by the acceptance hereof, assents.


1.      Option Period and Conditions on Exercise.

        The option shall not be exercisable with respect to any of the shares
        subject to the option after MAY 12, 2009 and the option shall not be
        exercisable with respect to fractional shares.

        This option vests as follows:

               As to 1,667 shares on MAY 12, 1999; and
               As to an additional 1,666 shares on MAY 12, 1999;
               As to an additional 1,666 shares on MAY 12, 2001.

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2.      Effect of Termination of Employment/Effect of Death.

        a.      If the Optionee is an officer, employee or director of the
                Company and ceases to be such for any reason other than death or
                termination for cause, Optionee may exercise this option in
                accordance with its terms only for a period of ninety days after
                such cessation (but not beyond the Option Period). Any exercise
                of this option after such cessation may be only to the extent of
                the full number of shares the Optionee was entitled to purchase
                under this option on the Date of such cessation, plus a portion
                of the additional number of shares, if any, he would have become
                entitled to purchase on the next anniversary Date of the Date of
                grant of the option following such cessation, such portion to be
                determined by multiplying such additional number of shares by a
                fraction, the numerator of which is the number of days from the
                anniversary Date of the Date of grant preceding such cessation
                to the Date of such cessation and the denominator of which is
                365. Such portion shall be rounded, if necessary, to the nearest
                whole share.

        b.      If the termination of the Optionee's position as an officer or
                employee of the Company is for cause (as determined in the sole
                judgment of the Board of Directors), this option shall thereupon
                be cancelled and the Optionee shall have no right to exercise
                any part of this option after such termination.

        c.      If the Optionee dies, this option continues in effect and may be
                exercised in accordance with its terms for twelve months from
                the date of the Optionee's death

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                (but not beyond the Option Period) by the executor or
                administrator of the estate, or in the event there is none, then
                by the person or persons to whom the optionee's rights under
                this option shall pass by will or the laws of descent and
                distribution. Any exercise of this option after such death may
                be only to the extent of the full number of shares the optionee
                was entitled to purchase under this option on the date of death,
                plus a portion of the additional number of shares, if any, he
                would have become entitled to purchase on the next anniversary
                date of the date of grant of the option following such death,
                such portion to be determined by multiplying such additional
                number of shares by a fraction, the numerator of which shall be
                the number of days from the anniversary Date of the Date of
                grant preceding such death to the Date of death and the
                denominator of which shall be 365. Such portion shall be
                rounded, if necessary, to the nearest whole share.

3.      Manner of Exercise.

        This option shall be exercised by giving written notice to the Company
        addressed in the manner specified in paragraph 7, specifying the number
        of shares to be purchased and accompanied by payment in full in cash, or
        in whole or in part in Common Stock, as provided in paragraph 9, for the
        shares purchased.


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4.      Nontransferability of Option.

        This option shall not be transferable except to the executor or
        administrator of the Optionee's estate or to the Optionee's heirs or
        legatees, and shall be exercisable during the Optionee's lifetime only
        by the Optionee. This option may, however, be surrendered to the Company
        for cancellation for such consideration and upon such terms as may be
        mutually agreed upon by the Company and the Optionee.

5.      Adjustment of Shares and Price Per Share.

        The number of shares subject to this option shall be adjusted as
follows:

        a.      In the event the Company's outstanding common stock is changed
                by any stock dividend, stock split, or combination of shares,
                the number of shares subject to this option shall be
                proportionately adjusted, without change in the aggregate
                purchase price.

        b.      Except as provided in subsection (d) hereof, in the event of any
                merger, consolidation, or reorganization of the Company with any
                other corporation or corporations, there shall be substituted on
                an equitable basis, for each share of common stock then subject
                to this option, an option for the number and kind of shares of
                stock or other securities to which the holders of common stock
                of the Company will be entitled pursuant to the transaction.

        c.      In the event of any other relevant change in the capitalization
                of the Company, this option and the purchase price per share
                shall be equitably adjusted.

        d.      In the event of a merger described in Section 368 (a)(2)(E) of
                the Internal Revenue Code of 1986 in

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                which the Company is the surviving corporation, this option
                shall terminate and thereupon become null and void but only if
                the controlling corporation shall agree to exchange its options
                for this option; but the Optionee shall have the right,
                immediately prior to such merger, to exercise this option,
                without regard to any otherwise applicable restriction as to
                time of exercise, other than expiration of the Option Period.

        e.      Upon the dissolution of the Company, this option shall terminate
                and thereafter become null and void; but the Optionee shall have
                the right, immediately prior to such dissolution, to exercise
                this option without regard to any otherwise applicable
                restriction as to time of exercise, other than expiration of the
                Option Period.

6.      Compliance with Applicable Law.

        The exercise of this option is subject to the obtaining of any consent
        or approval of any governmental or other regulatory body which the Board
        of Directors, in its discretion, deems necessary or desirable.

7.      Other Provisions.

        a.      The holder of this option shall not be entitled to any rights of
                a shareholder of the Company with respect to any shares subject
                to this option until such shares have been paid for in full and
                issued to him.

        b.      Nothing in this Certificate shall be construed as limiting any
                rights which the Company or any parent or

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                subsidiary corporation of the Company may have to terminate at
                any time the employment of the Optionee.

        c.      Notice to the Company hereunder shall be addressed to the
                attention of its Secretary at its corporate office at 5861
                Edison Place, Carlsbad, California 92008.

8.      Incorporation of Plan by Reference.

        EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT,
        ALL OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995
        STOCK OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS
        EXHIBIT A, ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET
        FORTH AT LENGTH HEREIN.

9.      Optional Form of Payment for Shares.

        Payment for any number of shares of stock of the Company purchased
        pursuant to the exercise of this option may, at the election of the
        Optionee, be made by delivering to the Company a number of shares of the
        Common Stock of the Company, which the Optionee has owned for at least
        six months, with a Fair Market Value (as defined in the Plan), on the
        date this option is exercised, equal to the option exercise price for
        such shares.

                           WILSHIRE TECHNOLOGIES, INC.


                             By /S/ KEVIN MULVIHILL
                                -----------------------------------
                                President & Chief Executive Officer


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        I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.



                             OPTIONEE,


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                             (Please print or type)


Date:______________   Signature:_________________




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                               EXERCISE OF OPTION



               The undersigned hereby irrevocably elects to exercise the right
to purchase _______________ shares of Common Stock of Wilshire Technologies,
Inc. (the "Shares"), such right being represented by the Stock Option granted to
me on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).

               The undersigned requests that a certificate for the Shares be
registered in the name of_____________, and delivered to, the undersigned at the
following address:____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________


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                             (Please print or type)


Date:___________             Signature_______________________________


                             Social Security Number______-___-_______

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