ENVIROKARE TECH INC
10.17 COOK WARRANT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>envkcookopt.txt
<DESCRIPTION>10.17 COOK WARRANT AGREEMENT
<TEXT>
                              ENVIROKARE TECH, INC.

                             STOCK OPTION AGREEMENT

     ENVIROKARE TECH, INC. (the "Company"), desiring to afford an opportunity to
the Grantee named below to purchase certain shares of the Company's Common Stock
to provide the Grantee with an added  incentive to work on behalf of the Company
or one or  more of its  subsidiaries,  hereby  grants  to the  Grantee,  and the
Grantee  hereby  accepts,  an  option to  purchase  the  number  of such  shares
specified below, during a term ending at midnight  (prevailing local time at the
Company's  principal  offices) on the expiration  date of this Option  specified
below,  at the option exercise price  specified  below,  subject to and upon the
following terms and conditions:

     1.  Identifying  Provisions.  As used in this Option,  the following  terms
shall have the following respective meanings:

 (a)      Grantee:                                        Gary Cook
 (b)      Date of grant:                                  October 1, 2003
 (c)      Number of shares optioned:                      400,000
 (d)      Option exercise price per share:                $0.23
 (e)      Exercise Dates:
          200,000 shares                                  After October 1, 2003
                                                          until October 1, 2013
          200,000 shares                                  After October 1, 2004
                                                          until October 1, 2013

     This Option is not  intended to be and shall not be treated as an incentive
stock option under Section 422 of the Internal Revenue Code unless this sentence
has been manually lined out and its deletion is followed by the signature of the
corporate  officer  who  signed  this  Option on behalf of the  Company  and the
Grantee.

     2. Vesting Schedule and Expiration.  Options to purchase 200,000 shares are
exerciseable  after October 1, 2003 until  October 1, 2013.  Options to purchase
the second 200,000 shares are  exerciseable  after October 1, 2004 until October
1, 2013.

     3. Termination Provisions.  The right to exercise this Option is subject to
the following additional restrictions and limitations:

          (a) Death of  Grantee.  If the  Grantee  shall die while  this  Option
     remains exercisable,  the Grantee's legal representative or representatives
     or the  persons  entitled  to do so  under  the  Grantee's  last  will  and
     testament  or under  applicable  intestate  laws  shall  have the  right to
     exercise  this  Option,  but only for the number of shares as to which this
     Option might have been  exercised on the date of the Grantee's  death,  and
     such right shall  expire and this Option shall  terminate  five years after
     the date of the Grantee's  death or on the expiration  date of this Option,
     whichever  date is  earlier.  In all  other  respects,  this  Option  shall
     terminate upon such death.

     4. Transferability of Option. This Option may be transferred by the Grantee
in part or in whole without  restriction and the parties to whom the Grantee may
transfer such options shall have all of the rights and obligations  with respect
to such transferred options as the Grantee under the terms contained herein.

     5. Adjustments and Corporate Reorganizations.  If the outstanding shares of
stock of the class then subject to this Option are  increased or  decreased,  or
are  changed  into or  exchanged  for a  different  number  or kind of shares or
securities or other forms of property (including cash) or rights, as a result of
one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse
stock splits,  stock 2 dividends or the like,  appropriate  adjustments shall be
made in the  number  and/or  kind of  shares  or  securities  or other  forms of
property  (including  cash) or rights for which this  Option may  thereafter  be
exercised,  all without any change in the aggregate exercise price applicable to
the unexercised portions of this Option, but with a corresponding  adjustment in
the exercise  price per share or other unit. No fractional  share of stock shall
be issued under this Option or in connection with any such adjustment.

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     Upon  the   dissolution  or   liquidation   of  the  Company,   or  upon  a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to this Option are changed into
or exchanged for property  (including  cash),  rights or  securities  not of the
Company's issue, or any combination thereof, or upon a sale of substantially all
the property of the Company to, or the  acquisition of stock  representing  more
than eighty  percent  (80%) of the voting power of the stock of the Company then
outstanding  by,  another  corporation  or person,  this Option shall  terminate
unless  provision be made in writing in connection with such transaction for the
assumption  of this  Option,  or the  substitution  for this Option of an option
covering  the  stock of a  successor  employer  corporation,  or a  parent  or a
subsidiary  thereof,  with  appropriate   adjustments  in  accordance  with  the
provisions  hereinabove  in this Section  entitled  "Adjustments  and  Corporate
Reorganizations" as to the number and kind of shares optioned and their exercise
prices,  in which event this Option  shall  continue in the manner and under the
terms so provided. In any event, no provision will be made which shall limit the
rights provided hereunder.

     If this Option shall  terminate  pursuant to the next preceding  paragraph,
the Grantee or other person then entitled to exercise this Option shall have the
right, at such time prior to the  consummation  of the transaction  causing such
termination as the Company shall designate, to exercise the unexercised portions
of this Option, including the portions thereof which would, but for this Section
entitled "Adjustments and Corporate Reorganizations," not yet be exercisable.

     6.  Exercise,  Payment  For and  Delivery  of  Stock.  This  Option  may be
exercised by the Grantee or other person then  entitled to exercise it by giving
four  business  days written  notice of exercise to the Company  specifying  the
number of shares to be purchased and the total purchase price,  accompanied by a
check to the order of the  Company in payment of such  price.  If the Company is
required to withhold on account of any federal,  state or local tax imposed as a
result of such  exercise,  the notice of exercise shall also be accompanied by a
check to the order of the Company in payment if the amount  thus  required to be
withheld.

     7. Alternative Payment with Stock. Notwithstanding the foregoing provisions
requiring payment by check, if stock of the class then subject to this Option is
then Publicly Traded,  payment of such purchase price or any portion thereof may
also be made in whole or in part with  shares of the same class of stock as that
then  subject  to  this  Option,  surrendered  in lieu  of the  payment  of cash
concurrently  with such exercise,  the shares so surrendered to be valued on the
basis of the Fair Market  Value of the stock on the date of  exercise,  in which
event the stock certificates evidencing the shares so to be used shall accompany
the  notice  of  exercise  and shall be duly  endorsed  or  accompanied  by duly
executed  stock powers to transfer the same to the Company;  provided,  however,
that such payment in stock  instead of cash shall not be effective  and shall be
rejected by the Company if (a) the Company is then prohibited from purchasing or
acquiring shares of the class of its stock thus tendered to it, or (b) the right
or power of the person  exercising  the Option to deliver such shares in payment
of the  purchase  price is subject to the prior  interests  of any other  person
(excepting the Company) as indicated by legends upon the certificate(s) or known
to the Company. If the Company rejects the payment in stock, the tendered notice
of  exercise  shall not be  effective  hereunder  unless  promptly  after  being
notified of such  rejection the person  exercising  the Option pays the purchase
price in  acceptable  form.  If and while  payment  with stock is  permitted  in
accordance  with the foregoing  provision,  the person then entitled to exercise
this Option may, in lieu of using  previously  outstanding  stock therefor,  use
some of the shares as to which this  Option is then  being  exercised,  in which
case the notice of exercise need not be  accompanied  by any stock  certificates
but shall  include a  statement  directing  the Company to retain so many shares
that would  otherwise  have been  delivered by the Company upon that exercise of
this Option as equals the number of shares that would have been  surrendered  to
the Company if the purchase price had been paid with previously issued stock. If
the Company is required  to withhold on account of any  federal,  state or local
tax imposed as a result of an exercise  of this  Option with  previously  issued
stock or by  retention  of some  optioned  shares  under this  Section  entitled
"Alternative  Payment  with  Stock," the stock  surrendered  or  retained  shall
include an additional number of shares whose Fair Market Value equals the amount
thus required to be withheld.

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     8.  Rights in Stock  Before  Issuance  and  Delivery.  No  person  shall be
entitled to the privileges of stock  ownership in respect of any shares issuable
upon  exercise of this Option,  unless and until such shares have been issued to
such person as fully paid shares.

     9.  Requirements of Law. By accepting this Option,  the Grantee  represents
and agrees for himself or herself and his or her transferees by will or the laws
of descent and  distribution  that,  unless a registration  statement  under the
Securities Act of 1933 is in effect as to shares  purchased upon any exercise of
this Option,  (a) any and all shares so  purchased  shall be acquired for his or
her personal  account and not with a view to or for sale in connection  with any
distribution,  and (b) each notice of the exercise of any portion of this Option
shall be accompanied by a representation and warranty in writing,  signed by the
person  entitled to exercise the same,  that the shares are being so acquired in
good faith for his or her personal account and not with a view to or for sale in
connection with any distribution.  The Company will exercise its best efforts as
quickly as practicable to include grantees shares resulting from the exercise of
these options in any registration statement which it files.

     No certificate or certificates  for shares of stock purchased upon exercise
of this Option shall be issued and delivered unless and until, in the opinion of
legal  counsel for the  Company,  such  securities  may be issued and  delivered
without  causing the Company to be in violation of or incur any liability  under
any federal, state or other securities law or any other requirement of law or of
any regulatory body having jurisdiction over the Company.

     10. Stock  Appreciation  Rights.  The Grantee or other  person  entitled to
exercise this Option is further  hereby  granted the right ("Stock  Appreciation
Right") in lieu of exercising  this Option or any portion  thereof to receive an
amount  equal to the  lesser of (a) the excess of the Fair  Market  Value of the
stock subject to this Option or such portion thereof over the aggregate exercise
price for such shares hereunder as of the date the Stock  Appreciation  Right is
exercised. The amount payable upon exercise of such Stock Appreciation Right may
be settled  by  payment  in cash or in shares of the class then  subject to this
Option  valued  on the  basis  of their  Fair  Market  Value  on the date  Stock
Appreciation Right is exercised,  or in a combination of cash and such shares so
valued. No Stock Appreciation  Right may be exercised,  in whole or in part, (i)
other than in connection with the contemporaneous  surrender without exercise of
this Option or the portion thereof that  corresponds to the portion of the Stock
Appreciation  Right  being  exercised,  or (ii)  except to the extent  that this
Option or such  portion  thereof is  exercisable  on the date of exercise of the
Stock Appreciation Right by the Person exercising the Stock Appreciation  Right,
or (iii) unless the class of stock then subject to this Option is then  Publicly
Traded.

     11.  Company's Right of First  Purchase.  While and so long as the stock of
the class  subject  to this  Option  has not been  Publicly  Traded for at least
ninety days, any stock issued on exercise of this Option shall be subject to the
Company's right of first purchase.  By virtue of that right,  (a) such stock may
not be  transferred  during the  Grantee's  lifetime  to any  person  other than
members of the Grantee's  Immediate  Family, a partnership whose members are the
Grantee and/or  members of the Grantee's  Immediate  Family,  or a trust for the
benefit of the Grantee and/ or members of the Grantee's Immediate Family, unless
such transfer occurs within fifteen days following the expiration of thirty days
after the Company has been given a written notice which correctly identified the
prospective   transferee  or  transferees  and  which  offered  the  Company  an
opportunity  to purchase  such stock at its Fair Market Value in cash,  and such
offer was not accepted  within thirty days after the  Company's  receipt of that
notice;  and (b) upon the Grantee's  death,  the Company shall have the right to
purchase  all or some of such stock at its Fair Market  Value within nine months
after the date of death. This fight of first purchase shall continue to apply to
any such stock after the transfer during the Grantee's lifetime of that stock to
a member of the Grantee's  Immediate Family or to a family  partnership or trust
as  aforesaid,  and after any  transfer of that stock with  respect to which the

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Company  waived its right of first  purchase  without  also waiving it as to any
subsequent  transfers  thereof,  but it shall not apply after a transfer of that
stock with  respect to which the Company  was  offered  but did not  exercise or
waive its right of first  purchase or more than nine months after the  Grantee's
death.  Grantee  has the right to assign a portion  of the  options  represented
hereby to up to five persons that are non-family members. The Company may assign
all or any  portion  of its  right of first  purchase  to any one or more of its
stockholders,  or to a pension or retirement  plan or trust for employees of the
Company,  who may then  exercise  the  right  so  assigned.  Stock  certificates
evidencing  stock subject to this right of first purchase shall be appropriately
legended to reflect that right.

     12.  Notices.  Any notice to be given to the Company  shall be addressed to
the Company in care of its Secretary at its principal office,  and any notice to
be given to the  Grantee  shall be  addressed  to the Grantee at the address set
forth  beneath the  Grantee's  signature  hereto or at such other address as the
Grantee may hereafter designate in writing to the Company. Any such notice shall
be deemed  duly given when  enclosed  in a properly  sealed  envelope or wrapper
addressed as  aforesaid,  registered or certified,  and  deposited,  postage and
registry or certification  fees prepaid,  in a post office or branch post office
regularly maintained by the United States Postal Service.

     13. Forfeiture Provisions: The rights granted by this agreement are subject
to the  forfeiture  provisions  contained  in the  retainer  letter  between the
Company and Gary Cook

     14. Rules of  Construction.  This Agreement has been executed and delivered
by the Company in the State of Florida,  and shall be construed  and enforced in
accordance with the laws of Florida,  other than any choice of law rules calling
for the  application  of laws  of  another  jurisdiction.  Should  there  by any
inconsistency or discrepancy between the provisions of this Option and the terms
and conditions of the Executive  Compensation  Agreement between the Company and
the Grantee,  the provisions of this Option shall  prevail.  The receipt of this
Option  does not give the  Grantee  any  right to  continued  employment  by the
Company or subsidiary  for any period,  nor shall granting of this Option or the
issuance of shares on exercise  thereof give the Company or any  subsidiary  any
right to the continued services of the Grantee for any period.

     IN WITNESS  WHEREOF,  the Company  has  granted  this Option on the date of
grant specified above.


ENVIROKARE TECH, INC.



 By: /s/ Nicholas Pappas                              /s/ Gary Cook
------------------------------------                 -----------------------
 Its:  Chairman                                           Gary Cook


 ATTEST:

 /s/ George Kazantzis
 ------------------------------------
 Executive Vice President/COO/Director



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