10.15 Employment Agreement - Malcolm D. Brown

                         EMPLOYMENT AND OPTION AGREEMENT

This Employment and Option Agreement is made and entered into to be effective as
of January 25, 1999 and is by and between  Malcolm  David Brown  (Employee)  and
BioProgress Technology  International,  Inc. (Company).  The Employee is willing
and able to provide various  valuable  services for and on behalf of the Company
in connection  with the business of the Company.  The Company  desires to retain
the  Employee as a director and  executive  officer on behalf of the Company and
the  Employee  desires  to be  retained  in that  capacity  upon the  terms  and
conditions  hereinafter set forth. In consideration  of the foregoing  premises,
the mutual  promises and agreements  hereinafter  set forth,  and such other and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Company and the Employee agree as follows:

1.  Services.  The  Company  hereby  retains the  Employee as a director  and as
Executive  Vice  President  Research and  Development  and the  Employee  hereby
accepts and agrees to such  retention.  The Employee shall render to the Company
services of such nature as are necessary to provide for the strategic  direction
and day to day  management  of the research and  development  activities  of the
Company.

2. Time, Place and Manner of Performance. The Employee shall render his services
at reasonable and convenient  times and places.  Except as aforesaid,  the time,
place and manner of performance of the services hereunder,  including the amount
of time to be  allocated  by the  Employee  to any  specific  service,  shall be
determined in the sole discretion of the Company.

3. Term of Agreement.  This agreement  shall begin on the date first referred to
above,  and shall terminate five (5) years from the date thereof unless extended
by mutual  agreement,  or unless  terminated at any time by the Company for just
cause being Employee's negligence, dishonesty or incapacity for any or no reason
to perform services specified herein.

4.  Compensation.  The  Company  shall pay the  Employee  a fee in the amount of
$2,000 per month subject to upward only review at the discretion of the Company,
such  review to be  conducted  at least once in every six (6) month  period.  In
addition,  the Company grants the Employee an option (the Option) to purchase up
to 500,000 ordinary shares of common stock (the Option Shares) in the Company in
accordance  with the following  schedule:  at any time on or before December 31,
2003 the Employee may purchase up to 100,000  Option  Shares at a price of $0.35
per share, and up to 100,000 Option Shares at a price of $0.75 per share, and up
to 100,000 Option Shares at a price of $1.25 per share, and up to 100,000 Option
Shares at a price of $1.75 per share, and up to 100,000 Option Shares at a price
of $2.25 per share.  In the event that the Employee  purchases any or all Option
Shares,  then the  Company  shall  provide  to the  Employee  shares of the free
trading  common  stock  of the  Company  registered  under a Form  S-8  filed in
accordance  with the terms and  conditions set forth under the Securities Act of
1933,  as amended.  The Option and any  exercise of Option  Shares  shall at all
times be conditional  upon Employee not being, nor having been in breach of this
Agreement,  and further  upon  Employee  being an employee of the Company at the
time the  Option  is  exercised  in whole or in part.  In the  event  that  this
Agreement  is  terminated  either by the Company or by the  Employee  the Option
shall  lapse  simultaneously  and  shall  cease to have any  effect  whatsoever,
notwithstanding  that any or all Option  Shares may not have been  purchased  by
Employee.

5. Expenses. The Company shall reimburse the Employee on demand for all expenses
and other disbursements,  including, but not limited to, travel,  entertainment,
mailing, printing and postage, incurred by the Employee on behalf of the Company
in connection with the  performance of the services  pursuant to this agreement.
These expenses shall be paid in cash.

6. Disclosure of Information.  The Employee recognizes and acknowledges that the
Employee  has and will have access to certain  confidential  information  of the
Company and its  affiliates  that are  valuable,  special and unique  assets and
property of the Company and such  affiliates.  The Employee will not,  during or
after the term of this agreement, disclose, without the prior written consent or
authorization  of the Company,  any such  information  to any person,  except to
authorized representatives of the Employee or its affiliates for purposes of the
services  to be  rendered  under  this  agreement,  for any  reason  or  purpose
whatsoever.  In this  regard,  the  Company  agrees that such  authorization  or
consent to disclosure may be conditioned upon the disclosure being made pursuant
to a secrecy agreement, protective order, provision of statute, rule, regulation
or procedure under which the confidentiality of the information is maintained in
the  hands  of the  person  to whom the  information  is to be  disclosed  or in
compliance with the terms of a judicial order or administrative process.

7. Miscellaneous  Provisions.  (a) Notices. Any notices required or permitted to
be given under this Agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle  office of each party. (b)
Waiver of  Breach.  Any waiver by a party of a breach of any  provision  of this
agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent  breach by the waiving party. (c) Assignment.  This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party.  (d) Applicable  Law. It is the intention of the parties hereto that this
Agreement and the  performance  hereunder and all suits and special  proceedings
hereunder be construed in accordance  with and under and pursuant to the laws of
the  State  of  Nevada  and  that in any  action,  special  proceeding  or other
proceeding  that may be brought  arising out of, in connection with or by reason
of this Agreement, the laws of the State of Nevada shall be applicable and shall
govern to the  exclusion  of the law of any other forum,  without  regard to the
jurisdiction  in which any action or special  proceeding may be instituted.  (e)
Severability.  All agreements and covenants contained herein are severable,  and
in the event any of them shall be held to be invalid by any competent court, the
Agreement  shall be interpreted as if such invalid  agreements or covenants were
not contained  herein.  (f) Entire  Agreement.  This Agreement  constitutes  and
embodies the entire  understanding  and agreement of the parties and  supersedes
and replaces all prior  understandings,  agreements and negotiations between the
parties. (g) Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an  original,  but both of which taken  together  shall
constitute but one and the same document.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this  Agreement
effective as of the day and year first above written.


EMPLOYEE:

Malcolm David Brown

COMPANY: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

Barry J. Muncaster
Duly Authorized Officer