10.16 Employment Agreement - Edward I. Nowak

                                OPTION AGREEMENT

This Option Agreement is made and entered into to be effective as of January 25,
1999 and is by and between  Edward  Zbignew  Nowak  (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's  wholly  owned  subsidiary,  BioProgress
Technology  Limited  (BTL).  The Company  desires to appoint  the  Employee as a
director of BTL and the Employee  desires to be appointed 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  appoints the Employee as a director of BTL in
the capacity of Director of Research  and  Development  and the Employee  hereby
accepts  and  agrees  to such  appointment.  The  Employee  shall  render to BTL
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 BTL and
as set out more fully in a contract of employment  (Contract)  between  Employee
and BTL.

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 BTL without conflict to the Contract.

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 in the Contract.

4.  Compensation.  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 BTL 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. 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.

6. 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

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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:

Edward Zbignew Nowak

COMPANY: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

Barry J. Muncaster
Duly Authorized Officer