EXHIBIT 10.1

                        PHOENIX GOLD INTERNATIONAL, INC.

                                  GRANT NSO-15

                       NONSTATUTORY STOCK OPTION AGREEMENT


      THIS  AGREEMENT  is made as of February  16,  1999  between  PHOENIX  GOLD
INTERNATIONAL, INC., an Oregon corporation (the "Company"), and FRANK G. MAGDLEN
(the "Optionee").

      Optionee has been granted a nonstatutory  stock option to purchase  shares
of the Company's Common Stock, without par value per share (the "Common Stock"),
in the amount indicated  below.  This option is granted outside of the Company's
Amended and Restated 1995 Stock Option Plan (the "Plan").  Nonetheless,  certain
of the terms  and  conditions  of the Plan are  incorporated  into  this  Option
Agreement by reference.

      NOW, THEREFORE,  in consideration of the promises and the mutual covenants
contained in this Option Agreement, the parties agree as follows:

      1.  GRANT.  The Company grants to Optionee,  upon the terms and conditions
set forth below, the right and option (the "Option") to purchase 1,400 shares of
Common Stock at an exercise  price of $3.125 per share (the  "Exercise  Price").
The Option is a  Nonstatutory  Stock Option and is not intended to qualify as an
Incentive Stock Option under Section 422 of the Code.

      2.  TERM OF  OPTION.  Subject to  reductions  in the term of the Option as
provided in this Option  Agreement,  the Option  shall  continue in effect until
February 15, 2004, and may be exercised during such term only in accordance with
the provisions of the Plan and this Option Agreement.

      3.  VESTING SCHEDULE. The Option may be exercised, in whole or in part, in
accordance with the following schedule: (a) on the first anniversary of the date
hereof,  one-third of the shares  purchasable under the Option may be purchased,
in whole or in part, at any time thereafter  until the Option  expires;  and (b)
continuing on each of the second and third  anniversaries of the date hereof, an
additional one-third of the shares purchasable under the Option may be purchased
at any time thereafter until the Option expires.

      4.  EXERCISE OF OPTION.

          A. RIGHT TO  EXERCISE.  The Option is  exercisable  during its term in
accordance  with the  vesting  schedule  set  forth  above in  Section 3 and the
applicable provisions of this Option Agreement. In the event that the Optionee's
service  with  the  Company  terminates  during  the  term  of the  Option,  the
exercisability  of the Option shall be governed by the applicable  provisions of
the Plan,  as if the Option had been  granted  under the Plan,  and this  Option
Agreement.


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          B. METHOD OF  EXERCISE.  The Option is  exercisable  by delivery of an
exercise  notice,  which notice shall state the election to exercise the Option,
the  number of shares of Common  Stock in  respect  of which the Option is being
exercised  (the  "Exercised  Shares"),   and  such  other   representations  and
agreements as may be required by the Company  pursuant to the  provisions of the
Plan.  In  addition,  Optionee  agrees  to  execute,  as a  condition  of Option
exercise,  such agreements respecting the Exercised Shares as the Committee,  in
its  reasonable  discretion,  determines  to be  required  under  the  terms  of
agreements  to which the Company is a party or  otherwise  advisable  and in the
best interests of the Company.  The exercise  notice shall be signed by Optionee
and shall be delivered in person or by  certified  mail to the  Secretary of the
Company.  The exercise  notice shall be  accompanied by payment of the aggregate
Exercise Price as to all the Exercised Shares.  The Option shall be deemed to be
exercised  upon receipt by the Company of such fully  executed  exercise  notice
accompanied  by such  aggregate  Exercise  Price.  For income tax  purposes  the
Exercised  Shares shall be  considered  transferred  to Optionee on the date the
Option is exercised with respect to such Exercised Shares.

          5.  CONDITIONS.  The  obligations  of the  Company  under this  Option
Agreement shall be subject to the approval of such state or federal  authorities
or agencies as may have  jurisdiction  in the matter.  The Company  will use its
best  efforts to take such steps as may be  required  by state or federal law or
applicable  regulations,  including  rules and regulations of the Securities and
Exchange  Commission  and any national  securities  exchange on which the Common
Stock may then be listed,  in connection with the issuance or sale of any shares
acquired  pursuant to this Option Agreement or the listing of such shares on any
such exchange.  The Company shall not be obligated to issue or deliver shares of
Common Stock under this Option  Agreement if, upon advice of its legal  counsel,
such issuance or delivery would violate state or federal securities laws.

          6. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of Optionee:

          (a) cash; or

          (b) check; or

          (c) delivery of such  documentation  as the Committee  and  Optionee's
broker  shall  require to effect an exercise  of the Option and  delivery to the
Company  of the sale or  margin  loan  proceeds  required  to pay the  aggregate
Exercise Price of the Exercised Shares; or

          (d) surrender of other shares of Common Stock which have a Fair Market
Value on the date of  surrender  equal to the  aggregate  Exercise  Price of the
Exercised Shares.

          7.  RESTRICTION ON TRANSFER.  The Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution or, with
the consent of the Committee,  pursuant to a qualified  domestic relations order
(a "QDRO") as defined by the Code or Title I of the Employee  Retirement  Income
Security Act of 1974,  as amended,  and may be exercised  during the lifetime of
Optionee  only by Optionee or  Optionee's  guardian or legal  representative  or
Optionee's permitted assignee or transferee pursuant to a QDRO. The terms of the
Plan  and  this  Option   Agreement   shall  be  binding  upon  the   executors,
administrators, heirs, successors and permitted assigns of Optionee.


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          8. Legends. All certificates  representing any of the shares of Common
Stock  subject to the  provisions  of this  Option  Agreement  may,  in the sole
discretion of the Committee, have endorsed thereon the following legends:

             (a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                 ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                 HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                 STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
                 COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                 NOT REQUIRED."

             (b) Any legend required to be placed thereon by applicable Blue Sky
                 laws of any state.

             (c) Any legend required to be placed thereon by any applicable
                 shareholder agreement.

          9.  EMPLOYMENT;  SERVICE.  Nothing  in  the  Plan  or in  this  Option
Agreement  shall  (a)  confer  upon the  Optionee  any  right  with  respect  to
employment with the Company or any affiliate of the Company or (ii) interfere in
any way with  the  right of the  Company  or any  affiliate  of the  Company  to
terminate the  Optionee's  employment  (or service as a Director,  in accordance
with  applicable  corporate law, or service as a Consultant) at any time for any
reason, with or without cause.

          10. THE PLAN.  Although  the Option  has been  granted  outside of the
Plan,  the parties desire that the Option be subject to the terms and conditions
of the Plan as if it had been granted under the Plan.

          11.  DEFINITIONS.  Any capitalized term in this Option Agreement which
is not  defined  herein  and which is  defined  in the Plan  shall have the same
definition as in the Plan.

          12.  GOVERNING  LAW. To the extent that federal laws (such as the Code
and the federal  securities  laws) do not otherwise  control,  the Plan and this
Option  Agreement shall be construed in accordance with the laws of the state of
Oregon.

          13.  HEADINGS.  Headings  contained in this Option  Agreement  are for
reference  purposes and shall not affect the meaning or  interpretation  of this
Option Agreement.

          14. GENERAL. Optionee and the Company agree that the Option is granted
under and  governed by the terms and  conditions  of this Option  Agreement  and
governed  by the terms and  conditions  of the Plan as set forth in Section  10.
Optionee has reviewed the Plan and this Option Agreement in their entirety,  has
had an  opportunity  to obtain  the advice of counsel  prior to  executing  this
Option  Agreement and fully  understands  all  provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions relating to the
Plan and Option Agreement.


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OPTIONEE:                                    PHOENIX GOLD INTERNATIONAL, INC.



/s/ Frank G. Magdlen                         By:  /s/ Keith  A. Peterson
---------------------------------               -----------------------------
 Signature                                        Keith A. Peterson, President



 FRANK G. MAGDLEN                            By:  /s/ Timothy G. Johnson
---------------------------------               -----------------------------
 Print Name                                       Timothy G. Johnson, Executive
                                                       Vice President


---------------------------------
 Social Security Number


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                                CONSENT OF SPOUSE


      The undersigned  spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option  Agreement.  In  consideration of the
Company's  granting  his or her  spouse the right to  purchase  shares of Common
Stock as set forth in this Option Agreement, the undersigned hereby agrees to be
irrevocably  bound by the  terms  and  conditions  of the  Plan and this  Option
Agreement,  and further  agrees that any joint or  community  property  interest
shall be similarly  bound.  The undersigned  hereby  appoints the  undersigned's
spouse as attorney-in-fact  for the undersigned with respect to any amendment or
exercise of rights under the Plan or this Option Agreement.




                                        /s/ Sherri Magdlen
                                        -------------------------------------
                                        Spouse of Optionee



                                        SHERRI MAGDLEN
                                        -------------------------------------
                                        Print name



                                        February 28, 1999
                                        -------------------------------------
                                        Date signed


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