Exhibit 10.19

PHOENIX GOLD INTERNATIONAL, INC.  GRANT NSO-23  NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of February 12, 2002 between PHOENIX GOLD INTERNATIONAL, INC., an Oregon corporation (the "Company"), and EDWARD A. FOEHL
(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 grantedoutsideof 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 $1.15 per share (the "Exercise Price"). The Option is a Nonstatutory Stock Option and isnotintended 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 11, 2007, 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.



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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:



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.

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:



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.

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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.

|                            |  |                                  |  |                                                                  
|--------------------------- |  | -------------------------------- |  | -----------------------------------------------------------------
|OPTIONEE:                   |  | PHOENIX GOLD INTERNATIONAL, INC.
|                            |  |                                  |  |                                                                  
|                            |  |                                  |  |                                                                  
|/s/EDWARD A. FOEHLSignature |  | By:                              |  | /s/KEITH A. PETERSONKeith A. Peterson, President                 
|                            |  |                                  |  |                                                                  
|EDWARD A. FOEHLPrint Name   |  | By:                              |  | /s/TIMOTHY G. JOHNSONTimothy 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/KATHERINE FOEHLSpouse of Optionee
| |  |                                     
| |  |                                     
| |  | KATHERINE B. FOEHLPrint name        
| |  |                                     
| |  |                                     
| |  | February 12, 2002Date signed        

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