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                                                                  EXHIBIT 10.138


                           WILSHIRE TECHNOLOGIES, INC.

                           NON-QUALIFIED STOCK OPTION

                             1995 STOCK OPTION PLAN


THIS IS TO CERTIFY that on FEBRUARY 8, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to KATHLEEN TERRY (the
"Optionee") an option to purchase 50,000 shares of common stock of the Company,
no par value, at a price of $ 0.39 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 FEBRUARY 8, 2009 and the option shall not be
        exercisable with respect to fractional shares.

        This option vests as follows:

               As to 16,666 shares on FEBRUARY 8, 1999; and
               As to an additional 16,667 shares on FEBRUARY 8, 2000;
               As to an additional 16,667 shares on FEBRUARY 8, 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 T. MULVIHILL
                                          --------------------------------------
                                          President & Chief Executive Officer


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

        I understand that the shares issuable to me on exercise of this option
have not been registered under the Securities Act of 1933 and that the Company
has no intention of so registering such shares.

                                OPTIONEE,


                                KATHLEEN E. TERRY
                                ------------------------------------
                                Please print or type)

Date: February 9, 1999          Signature /s/ KATHLEEN E. TERRY
                                          --------------------------------------


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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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