Exhibit 10.02
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                      NON-QUALIFIED STOCK OPTION AGREEMENT

         THIS  AGREEMENT,  made as of January 22, 2004 by and between  CERISTAR,
INC.,  a  Delaware   corporation  (the  "Company"),   and  Michael  Miller  (the
"Optionee").

                              W I T N E S S E T H:

         WHEREAS, Optionee, is an officer and director of the Company;

         WHEREAS,  the Company  desires to grant an option to purchase shares of
its common stock,  $.001 par value per share (the "Common Stock"),  to Optionee;
and

         WHEREAS,  Optionee and the Company  desire to  establish  the terms and
conditions of such options in this Agreement;

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth
herein, and other good and valuable  consideration,  the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

         1. Grant of Option.  Subject to and upon the terms and  conditions  set
forth in this  Agreement,  the Company hereby grants to Optionee a Non-Qualified
Stock  Option  (sometimes  hereinafter  referred to as "Option") to purchase One
Million Five Hundred  Thousand  (1,500,000)  shares (the "Option Shares") during
the specified term of this Option,  at a price equal to forty-six  cents ($0.46)
per share.

         2.  Specified  Term;  Time of  Exercise.  This Option shall vest in its
entirety and shall be exercisable subject to the provisions of Section 6 hereof.
All rights with respect to any unexercised  Option Shares shall expire, and this
option shall become null and void on January 22, 2014.

         3.  Transferability of Option. This Option shall not be transferable by
the  Optionee  other than at death of Optionee,  and this Option is  exercisable
during the  Optionee's  lifetime  only by the  Optionee.  In the event an Option
Transfer  due to death of  Optionee,  all terms  and  conditions  of the  Option
continue in force.

         4.   Adjustment   in  the  Event  of  Change  in   Capital   Structure,
Reorganization, Anti-Dilution or Accounting Changes. In the event of a change in
the corporate structure or shares of the Company, subject to any required action
by the  shareholders,  the Company shall make such  equitable  adjustments  with
respect to dilution or accretion as it may deem appropriate in the number,  kind
and in the  exercise  price of the  unexercised  Option  Shares  granted by this
Agreement.  For purposes of this section, a change in the corporate structure or
shares of the Company shall include,  but is not limited to,  changes  resulting
from  a  recapitalization,  stock  split,  reverse  split,  or  stock  dividend,
reorganization  or  liquidation.  This Agreement shall not in any way affect the
right of the Company to make changes in its capital structure including, without

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limitation,  the issuance of any  additional  shares of any class of its capital
stock,  or to  merge  or  dissolve,  liquidate  or sell  all or any  part of its
business or assets. In no event shall Optionee be entitled to any adjustments as
a result of the issuance of any additional  shares of any class of the Company's
capital stock where the Company receives consideration.

         5. Privilege of Stock Ownership. Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with  respect to, any Option
Shares  unless and until the Option  shall have been  exercised  pursuant to the
terms  hereof,  the  Company  shall  have  issued  and  delivered  the shares to
Optionee, and Optionee's name shall have been entered as a stockholder of record
on the books of the  Company.  Thereupon,  Optionee  shall have full  voting and
other ownership rights with respect to such shares.

         6. Manner of Exercising Option.

         a. This  Option may be  exercised  only as to whole  shares and only by
written notice signed by Optionee (or in the case of exercise  after  Optionee's
death   or   disability,   by   Optionee's   legal   representative,   executor,
administrator,  heir or legatee,  as the case may be) and mailed or delivered to
the President or Secretary of the Company at its principal office,  which notice
shall:  (i) specify the number of Option  Shares with respect to which Option is
being  exercised;  (ii) be accompanied by payment in full in cash;  (iii) if the
shares of Common Stock issuable upon exercise of the Option are not then covered
by a current  registration  statement of the Company under the Securities Act of
1933, as amended (the "Securities Act"),  include a statement to the effect that
Optionee, or other person exercising the Option, is purchasing the Option Shares
for investment and not with a view to, or for sale in, any distribution thereof;
and (iv) if the  Option is being  exercised  by a person or  persons  other than
Optionee,  be accompanied by proof  satisfactory to the Company and its counsel,
that such person or persons have the right to exercise the Option.  Prior to the
issuance of the Option Shares hereunder, Optionee shall: (i) execute and deliver
to the  Company  such other  representations  in  writing  as may be  reasonably
requested  by  the  Company  in  order  for it to  comply  with  the  applicable
requirements of Federal and State securities laws and (ii) pay to the Company an
amount  equal to the federal  withholding  tax  obligation  with  respect to the
exercised Option Shares, as reasonably determined by the Company.

         b. This Option shall be deemed to have been  exercised  with respect to
the Option Shares specified in said notice at the time of receipt by the Company
of: (i) the notice  specified in Section 6(a) hereof;  (ii) any  representations
reasonably  required by the Company  pursuant to Section 7(a) hereof;  and (iii)
the payments required in Section 6(a) hereof.

         c.  Unless the shares of Common  Stock  issuable  upon  exercise of the
Option are covered by a then current registration statement of the Company under
the Securities Act, the certificates representing the Option Shares issued or to
be issued  hereunder  shall be  stamped  or  otherwise  imprinted  with  legends
substantially in the following form:

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         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE,  AND HAVE BEEN  ACQUIRED  FOR AN  INVESTMENT  AND MAY NOT BE
         SOLD,  TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN
         EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL
         FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

         7. Securities Law Requirements.

         a. No Option granted  hereunder  shall be  exercisable,  in whole or in
part,  and the Company  shall not be obligated to sell any Option Shares if such
exercise and sale would, in the opinion of counsel for the Company,  violate the
applicable  requirements of Federal or State  securities laws. Each Option shall
be subject to the further  requirement  that,  if at any time the Company  shall
determine  in its  discretion  that the listing or  qualification  of the Option
Shares under any securities  exchange  requirements or under any applicable law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable as a condition of, or in connection  with,  the issuance of the Option
Shares,  such  Option  may not be  exercised  in  whole or in part  unless  such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.

         b. If any law or  regulation  of any  State or  Federal  commission  or
agency having jurisdiction shall require the Company or the Optionee to take any
action with respect to the Option  Shares,  then the date upon which the Company
shall deliver or cause to be delivered the certificate or  certificates  for the
Option Shares shall be postponed until full compliance shall have been made with
all such requirements.

         8.  Amendments.  The  provisions of this  Agreement may not be amended,
supplemented,  waived or changed orally, except by a writing signed by the party
as to whom enforcement of any such amendment, supplement, waiver or modification
is sought and making specific reference to this Agreement.

         9. Assignments. The Optionee may not assign this Agreement.

         10. Further  Assurances.  The parties hereby agree from time to time to
execute and deliver such further and other transfers,  assignments and documents
and do all matters and things,  which may be  convenient  or  necessary  to more
effectively and completely carry out the intentions of this Agreement.

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         11. Binding Effect.  All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their  respective  administrators,  executors,
legal representatives, heirs, successors and permitted assigns.

         12. Governing Law. This Agreement and all transactions  contemplated by
this  Agreement  shall be governed by, and  construed and enforced in accordance
with, the internal laws of the State of Delaware without regard to principles of
conflicts of laws.

         13.   Entire   Agreement.   This   agreement   represents   the  entire
understanding and agreement among the parties with respect to the subject matter
hereof,   and   supersedes   all   other   negotiations,    understandings   and
representations (if any) made by and among such parties.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.


CERISTAR, INC.:                             OPTIONEE:




By:   /s/ Fred Weismiller                   /s/ Michael Miller
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    Its: Chairman                           Michael Miller


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                                FORM OF EXERCISE


                (to be executed by the registered holder hereof)

         The undersigned hereby exercised the right to purchase 1,500,000 shares
of common  stock,  $.001 per value  ("Common  Stock"),  of CERISTAR,  INC.  (the
"Company"),  evidenced by the within  Non-Qualified  Stock Option  Agreement and
herewith makes payment of the purchase price in full. The undersigned represents
to the  Company  that  the  undersigned  is  purchasing  the  Common  Stock  for
investment and not with a view to, or for sale in, any distribution thereof.

         Kindly issue certificates for shares of Common Stock in accordance with
the instruction given below:


Dated:
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Optionee



Instructions for registration of stock



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Name (Please Print)


Social Security or other identifying Number:

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Address:
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City

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State and Zip Code

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