EXHIBIT 10.19

                      2002 NONSTATUTORY STOCK OPTION PLAN



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                          TIMEBEAT.COM ENTERPRISES INC.

                       2002 NONSTATUTORY STOCK OPTION PLAN


The following  constitutes the provisions of the  Timebeat.com  Enterprises Inc.
2002 Nonstatutory Stock Option Plan.

1.       PURPOSES OF THE PLAN.  The purposes of the Plan are:

         o   to attract and retain the best available personnel for positions of
             substantial responsibility,

         o   to provide additional incentive to Employees and Consultants, and

         o   to promote the success of the Company's business.

         Options  granted  under  the  Plan  will be Nonstatutory Stock Options.
         Restricted Stock may also be granted under the Plan.

2.       DEFINITIONS.  As used herein, the following definitions shall apply:

         (a)   "Administrator" means the Board or any of its Committees as shall
               be  administering  the Plan, in accordance  with Section 4 of the
               Plan.

         (b)   "Applicable   Laws"  means  the  requirements   relating  to  the
               administration  of stock option plans under U.S. state  corporate
               laws, U.S. federal and state securities laws, the Code, any stock
               exchange or quotation  system on which the Common Stock is listed
               or quoted  and the  applicable  laws of any  foreign  country  or
               jurisdiction  where Options or  Restricted  Stock will be granted
               under the Plan.

         (c)   "Award" means,  individually or  collectively,  a grant under the
               Plan of Nonstatutory Stock Options or Restricted Stock.

         (d)   "Award  Agreement" means the written  agreement setting forth the
               terms and  provisions  applicable to each Award granted under the
               Plan.

         (e)   "Board" means the Board of Directors of the Company.

         (f)   "Code" means the Internal Revenue Code of 1986, as amended.

         (g)   "Committee" means a committee of Directors appointed by the Board
               in accordance with Section 4 of the Plan.

         (h)   "Common Stock" means the common stock of the Company.


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         (i)   "Company"   means   Timebeat.com   Enterprises   Inc.,  a  Nevada
               corporation.

         (j)   "Consultant"  means any  natural  person,  including  an advisor,
               engaged  by the  Company  or a Parent  or  Subsidiary  to  render
               services to such entity.

         (k)   "Director" means a member of the Board.

         (l)   "Employee" means any person employed by the Company or any Parent
               or Subsidiary of the Company.  A Service Provider shall not cease
               to be an  Employee  in the  case  of (i)  any  leave  of  absence
               approved by the Company,  or (ii) transfers  between locations of
               the Company or between the Company,  its Parent,  any Subsidiary,
               or any successor.  Neither service as a Director nor payment of a
               director's  fee by the Company  shall be sufficient to constitute
               "employment" by the Company.

         (m)   "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

         (n)   "Exercise  Price"  means  the  price  at  which  a  Share  may be
               purchased by a Participant pursuant to the exercise of an Option.

         (o)   "Fair Market  Value" means,  as of any date,  the value of Common
               Stock determined as follows:

               (i)    If the  Common  Stock is listed on any  established  stock
                      exchange or a national  market system,  including  without
                      limitation  the  Nasdaq  National  Market  or  The  Nasdaq
                      SmallCap  Market  of The  Nasdaq  Stock  Market,  its Fair
                      Market  Value  shall be the  closing  sales price for such
                      stock as quoted on such  exchange  or system on the day of
                      determination,  as reported in The Wall Street  Journal or
                      such other source as the Administrator deems reliable,  or
                      if there were no sales on such  date,  the  closing  sales
                      price for such stock as quoted on such  exchange or system
                      on the  last  market  trading  day  prior  to the  date of
                      determination;

               (ii)   If the Common  Stock is  regularly  quoted by a recognized
                      securities dealer but selling prices are not reported, the
                      Fair Market  Value of a Share of Common Stock shall be the
                      mean  between  the high bid and low asked  prices  for the
                      Common Stock on the day of  determination,  as reported in
                      The  Wall  Street  Journal  or such  other  source  as the
                      Administrator deems reliable; or

               (iii)  In the  absence  of an  established  market for the Common
                      Stock,  the Fair Market Value shall be  determined in good
                      faith by the Administrator.

         (p)   "Nonstatutory  Stock  Option"  means a stock  option to  purchase
               Shares  that is not  intended  to qualify as an  incentive  stock
               option  within the  meaning  of  Section  422 of the Code and the
               regulations promulgated thereunder.


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         (q)   "Option"  means a Nonstatutory  Stock Option granted  pursuant to
               the Plan.

         (r)   "Optioned Stock" means the Common Stock subject to an Option.

         (s)   "Parent" means a "parent  corporation,"  whether now or hereafter
               existing, as defined in Section 424(e) of the Code.

         (t)   "Participant"  means a Service  Provider  who has an  outstanding
               Award.

         (u)   "Period  of  Restriction"  means  the  period  during  which  the
               transfer   of  Shares  of   Restricted   Stock  are   subject  to
               restrictions   and  therefore,   the  Shares  are  subject  to  a
               substantial  risk of forfeiture.  As provided in Section 10, such
               restrictions may be based on the passage of time, the achievement
               of  target  levels of  performance,  or the  occurrence  of other
               events as determined by the Administrator, in its discretion.

         (v)   "Plan" means this 2002 Nonstatutory Stock Option Plan, as amended
               from time to time.

         (w)   "Restricted  Stock"  means  shares of Common  Stock  granted to a
               Participant pursuant to Section 10.

         (x)   "Service Provider" means an Employee or Consultant.

         (y)   "Share"  means  a share  of the  Common  Stock,  as  adjusted  in
               accordance with Section 11 of the Plan.

         (z)   "Subsidiary"  means a  "subsidiary  corporation",  whether now or
               hereafter existing, as defined in Section 424(f) of the Code.

3.       STOCK SUBJECT TO THE PLAN.  Subject to the  provisions of Section 11 of
         the Plan, the maximum aggregate number of Shares that are available for
         issuance  under  the  Plan is  3,000,000  Shares.  Such  Shares  may be
         authorized, but unissued, or reacquired Common Stock.

         If an Award  expires  or  becomes  unexercisable  without  having  been
         exercised in full, the  unpurchased  Shares which were subject  thereto
         shall become  available for future grant or sale under the Plan (unless
         the Plan has  terminated);  provided,  however,  that  Shares that have
         actually been issued under the Plan, whether upon exercise of an Option
         or pursuant to a grant of  Restricted  Stock,  shall not be returned to
         the Plan and shall not become available for future  distribution  under
         the Plan,  except that if Shares of Restricted Stock are repurchased by
         the Company at their original  purchase price,  such Shares again shall
         become available for future grant or sale under the Plan.



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4.       ADMINISTRATION OF THE PLAN.

         (a)   ADMINISTRATION.  The Plan shall be administered by (i) the Board,
               or (ii) a committee,  which  committee  shall be  constituted  to
               satisfy Applicable Laws.

         (b)   POWERS OF THE  ADMINISTRATOR.  Subject to the  provisions  of the
               Plan,  and in the case of a  Committee,  subject to the  specific
               duties   delegated   by  the   Board  to  such   Committee,   the
               Administrator shall have the authority, in its discretion:

               (i)    to determine the Fair Market Value;

               (ii)   to select  the  Service  Providers  to whom  Awards may be
                      granted hereunder;

               (iii)  to  determine  the  number of Shares to be covered by each
                      Award granted hereunder;

               (iv)   to approve forms of agreement for use under the Plan;

               (v)    to determine the terms and  conditions,  not  inconsistent
                      with  the  terms  of  the  Plan  or of any  Award  granted
                      hereunder.  Such terms and conditions include, but are not
                      limited to, the Exercise Price of any Option,  the time or
                      times when Options may be exercised (which may be based on
                      performance criteria),  any vesting acceleration or waiver
                      of  forfeiture   restrictions,   and  any  restriction  or
                      limitation  regarding  any  Award or the  Shares  relating
                      thereto,  based  in  each  case  on  such  factors  as the
                      Administrator, in its sole discretion, shall determine;

               (vi)   to reduce  the  Exercise  Price of any  Option to the then
                      current  Fair Market Value if the Fair Market Value of the
                      Optioned  Stock  shall  have  declined  since the date the
                      Option was granted;

               (vii)  to construe and interpret the terms of the Plan and Awards
                      granted pursuant to the Plan;

               (viii) to  prescribe,  amend and  rescind  rules and  regulations
                      relating  to the Plan,  including  rules  and  regulations
                      relating  to  sub-plans  established  for the  purpose  of
                      satisfying applicable foreign laws;

               (ix)   to modify or amend each Award (subject to Section 14(b) of
                      the Plan), including the discretionary authority to extend
                      the  post-termination  exercisability  period  of  Options
                      longer than is otherwise provided for in the Plan;

               (x)    to  allow   Participants   to  satisfy   withholding   tax
                      obligations by electing to have the Company  withhold from
                      the Shares to be issued upon exercise of


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                      an Option or with respect to a grant of  Restricted  Stock
                      that number of Shares  having a Fair Market Value equal to
                      the  minimum  amount  required  to be  withheld.  The Fair
                      Market  Value  of  the  Shares  to be  withheld  shall  be
                      determined  on  the  date  that  the  amount  of tax to be
                      withheld  is  to  be   determined.   All  elections  by  a
                      Participant to have Shares withheld for this purpose shall
                      be made in such  form and  under  such  conditions  as the
                      Administrator may deem necessary or advisable;

               (xi)   to  authorize  any  person  to  execute  on  behalf of the
                      Company any instrument  required to effect the grant of an
                      Award previously granted by the Administrator; and

               (xii)  to make  all  other  determinations  deemed  necessary  or
                      advisable for administering the Plan.

         (c)   EFFECT   OF   ADMINISTRATOR'S   DECISION.   The   Administrator's
               decisions,  determinations and interpretations shall be final and
               binding on all Participants and any other holders of Awards.

5.       ELIGIBILITY.  Options and/or Restricted Stock may be granted to Service
         Providers.

6.       LIMITATIONS.

         (a)   Neither  the Plan nor any Award shall  confer upon a  Participant
               any  right  with   respect  to   continuing   the   Participant's
               relationship as a Service  Provider,  nor shall they interfere in
               any way with the  Participant's  right or the Company's  right to
               terminate such relationship at any time, with or without cause.

         (b)   The following limitations shall apply to grants of Options:

               (i)    No Service  Provider shall be granted,  in any fiscal year
                      of the  Company,  Options to  purchase  more than  500,000
                      Shares.

               (ii)   In connection with his or her initial  service,  a Service
                      Provider  may be  granted  Options  to  purchase  up to an
                      additional  500,000 Shares,  which shall not count against
                      the limit set forth in subsection (i) above.

               (iii)  The    foregoing    limitations    shall    be    adjusted
                      proportionately  in  connection  with  any  change  in the
                      Company's capitalization as described in Section 11.

               (iv)   If an Option is  cancelled  in the same fiscal year of the
                      Company in which it was granted  (other than in connection
                      with a transaction described in Section 11), the cancelled
                      Option  will be  counted  against  the limits set forth in
                      subsections (i) and (ii) above.  For this purpose,  if the
                      exercise


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                      price of an Option is reduced,  the  transaction  will  be
                      treated as a  cancellation  of the Option and the grant of
                      a new Option.

7.       TERM OF OPTION. The term of each Option shall be determined by the Plan
         Administrator and stated in the Award Agreement.

8.       OPTION EXERCISE PRICE AND CONSIDERATION.

         (a)   EXERCISE  PRICE.  The  Exercise  Price of the Shares to be issued
               pursuant to the exercise of an Option shall be  determined by the
               Administrator.

         (b)   WAITING  PERIOD  AND  EXERCISE  DATES.  At the time an  Option is
               granted,  the Administrator shall fix the period within which the
               Option may be exercised and shall  determine any conditions  that
               must be satisfied before the Option may be exercised.

         (c)   FORM OF  CONSIDERATION.  The  Administrator  shall  determine the
               acceptable  form  of  consideration  for  exercising  an  Option,
               including the method of payment.  Such  consideration may consist
               entirely of:

               (i)    cash;

               (ii)   check;

               (iii)  promissory note;

               (iv)   other  Shares  which,  in  the  case  of  Shares  acquired
                      directly or  indirectly  from the  Company,  (A) have been
                      owned by the  Participant for more than six (6) months (or
                      any shorter  period  necessary  for the Company to avoid a
                      charge to its earnings for financial  reporting  purposes)
                      on the date of surrender, and (B) have a Fair Market Value
                      on the date of surrender  equal to the aggregate  Exercise
                      Price of the  Shares  as to  which  said  Option  shall be
                      exercised;

               (v)    consideration  received  by the  Company  under a cashless
                      exercise program  implemented by the Company in connection
                      with the Plan;

               (vi)   such other  consideration  and  method of payment  for the
                      issuance of Shares to the extent  permitted by  Applicable
                      Laws; or

               (vii)  any combination of the foregoing methods of payment.

         (d)   GRANT OF RELOAD OPTIONS. The Plan Administrator may provide in an
               Award  Agreement that a Participant  who exercises all or part of
               an Option by payment  of the  Exercise  Price with  already-owned
               Shares, shall be granted an additional option (a "Reload Option")
               for a number  of shares  of stock  equal to the  number of


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               Shares  tendered to  exercise the  previously  granted Option. As
               determined  by  the  Administrator,  each Reload Option shall (a)
               have a grant  date  which  is the date as of which the previously
               granted Option is exercised, and (b) be exercisable  on the  same
               terms and conditions  as the  previously  granted  Option, except
               that the Exercise Price shall be determined as of the grant date.

9.       EXERCISE OF OPTION.  Any Option granted  hereunder shall be exercisable
         according  to the terms of the Plan and at such  times  and under  such
         conditions  as  determined  by the  Administrator  and set forth in the
         Award Agreement.  Unless the Administrator provides otherwise,  vesting
         of Options granted hereunder shall be suspended during any unpaid leave
         of absence. An Option may not be exercised for a fraction of a Share.

         An Option  shall be deemed  exercised  when the Company  receives:  (i)
         written or electronic  notice of exercise (in accordance with the terms
         of the  terms of the  Award  Agreement)  from the  person  entitled  to
         exercise the Option,  and (ii) full payment of the  aggregate  Exercise
         Price of the Shares with respect to which the Option is exercised. Full
         payment  may  consist  of  any  consideration  and  method  of  payment
         authorized by the  Administrator  and permitted by the Award  Agreement
         and the Plan.  Shares issued upon exercise of an Option shall be issued
         in the name of the Participant or, if requested by the Participant,  in
         the name of the Participant and his or her spouse. Until the Shares are
         issued  (as  evidenced  by the  appropriate  entry on the  books of the
         Company or of a duly  authorized  transfer  agent of the  Company),  no
         right to vote or receive dividends or any other rights as a stockholder
         shall exist with respect to the  Optioned  Stock,  notwithstanding  the
         exercise of the Option. The Company shall issue (or cause to be issued)
         such Shares promptly after the Option is exercised.  No adjustment will
         be made for a  dividend  or other  right for which the  record  date is
         prior to the date the Shares are issued.

         Exercising an Option in any manner shall  decrease the number of Shares
         thereafter available,  both for purposes of the Plan and for sale under
         the  Option,  by the  number  of  Shares  as to  which  the  Option  is
         exercised.

10.      RESTRICTED STOCK.

         (a)   GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
               the Plan, the  Administrator,  at any time and from time to time,
               may grant Shares of Restricted Stock to Service Providers in such
               amounts  as the  Administrator,  in its  sole  discretion,  shall
               determine.  The  Administrator,  in its  sole  discretion,  shall
               determine  the  number  of  such  Shares  to be  granted  to each
               Participant.

         (b)   RESTRICTED STOCK AGREEMENT.  Each Award of Restricted Stock shall
               be evidenced by an Award  Agreement that shall specify the Period
               of  Restriction,  the number of Shares  granted,  any price to be
               paid for the Shares,  and such other terms and  conditions as the
               Administrator,  in its sole discretion,  shall determine.  Unless
               the  Administrator  determines  otherwise,  Shares of  Restricted
               Stock  shall be held by the  Company  as escrow  agent  until the
               restrictions on such Shares have lapsed.


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         (c)   TRANSFERABILITY.  Shares  of  Restricted  Stock  may not be sold,
               transferred,   pledged,   assigned,  or  otherwise  alienated  or
               hypothecated   until  the  end  of  the   applicable   Period  of
               Restriction.

         (d)   OTHER  RESTRICTIONS.  The Administrator,  in its sole discretion,
               may set  restrictions  based  upon the  achievement  of  specific
               performance   objectives   (Company-wide,    business   unit   or
               individual),  applicable federal or state securities laws, or any
               other basis determined by the Administrator in its discretion.

         (e)   LEGEND ON CERTIFICATES. The Administrator, in its discretion, may
               legend the  certificates  representing  Restricted  Stock to give
               appropriate  notice  of  such  restrictions.   For  example,  the
               Administrator   may  determine  that  some  or  all  certificates
               representing  Shares of Restricted Stock shall bear the following
               legend:

               "The sale or other transfer of the shares of stock represented by
               this certificate, whether voluntary, involuntary, or by operation
               of law, is subject to  certain  restrictions on  transfer  as set
               forth  in the  Timebeat.com  Enterprises  Inc. 2002  Nonstatutory
               Stock Option Plan, and in a Restricted Stock Agreement. A copy of
               the Plan and such Restricted Stock Agreement may be obtained from
               the Secretary of Timebeat.com Enterprises Inc."

         (f)   REMOVAL OF  RESTRICTIONS.  Shares of Restricted  Stock covered by
               each Restricted Stock grant made under the Plan shall be released
               from  escrow  as soon as  practicable  after  the last day of the
               Period of Restriction. The Administrator,  in its discretion, may
               accelerate the time at which any  restrictions  shall lapse,  and
               remove any restrictions.  After the restrictions have lapsed, the
               Participant shall be entitled to have any legend or legends under
               Section 10(e) removed from his or her Share certificate,  and the
               Shares shall be freely transferable by the Participant.

         (g)   VOTING  RIGHTS.  During the Period of  Restriction,  Participants
               holding Shares of Restricted Stock granted hereunder may exercise
               full voting rights with respect to those Shares, unless otherwise
               provided in the Award Agreement.

         (h)   DIVIDENDS   AND  OTHER   DISTRIBUTIONS.   During  the  Period  of
               Restriction,  Participants  holding  Shares of  Restricted  Stock
               shall  be   entitled   to  receive   all   dividends   and  other
               distributions  paid with respect to such Shares unless  otherwise
               provided  in the  Award  Agreement.  If  any  such  dividends  or
               distributions are paid in Shares,  the Shares shall be subject to
               the same restrictions on  transferability  and  forfeitability as
               the Shares of  Restricted  Stock with  respect to which they were
               paid.

         (i)   RETURN OF RESTRICTED STOCK TO THE COMPANY.  On the date set forth
               in  the  Award   Agreement,   the  Restricted   Stock  for  which
               restrictions  have not lapsed  shall  revert to the  Company  and
               again shall become available for grant under the Plan.


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11.      ADJUSTMENTS  IN  AWARDS  AND  AUTHORIZED  SHARES.  In the  event of any
         merger, reorganization,  consolidation,  recapitalization,  separation,
         liquidation,  stock dividend,  split-up,  Share  combination,  or other
         change in the corporate  structure of the Company affecting the Shares,
         the Administrator shall adjust the number and class of Shares which may
         be delivered  under the Plan,  the number,  class,  and price of Shares
         subject to  outstanding  Awards,  and the  numerical  limits of Section
         6(b)(i)  and (ii),  in such  manner as the  Administrator  (in its sole
         discretion)  shall  determine to be appropriate to prevent the dilution
         or diminution of such Awards.

12.      DATE OF  GRANT.  The  date of  grant  of an  Award  shall  be,  for all
         purposes,  the date on which the Administrator  makes the determination
         granting  such Award,  or such other later date as is determined by the
         Administrator.  Notice of the  determination  shall be provided to each
         Participant within a reasonable time after the date of such grant.

13.      TAX WITHHOLDING.

         (a)   WITHHOLDING REQUIREMENTS.  Prior to the delivery of any Shares or
               cash  pursuant  to an Award (or  exercise  thereof),  the Company
               shall  have the power and the  right to  deduct or  withhold,  or
               require  a  Participant  to  remit  to  the  Company,  an  amount
               sufficient to satisfy federal,  state, and local taxes (including
               the Participant's  FICA obligation)  required to be withheld with
               respect to such Award (or exercise thereof).

         (b)   WITHHOLDING   ARRANGEMENTS.   The  Administrator,   in  its  sole
               discretion and pursuant to such procedures as it may specify from
               time to  time,  may  permit a  Participant  to  satisfy  such tax
               withholding  obligation,  in whole or in part by (a)  electing to
               have the Company withhold  otherwise  deliverable  Shares, or (b)
               delivering  to the  Company  already-owned  shares  having a Fair
               Market  Value equal to the amount  required to be  withheld.  The
               amount of the withholding  requirement shall be deemed to include
               any amount which the Administrator  agrees may be withheld at the
               time the election is made, not to exceed the amount determined by
               using the minimum  federal,  state or local  marginal  income tax
               rates  applicable to the Participant with respect to the Award on
               the  date  that  the  amount  of  tax  to  be  withheld  is to be
               determined. The Fair Market Value of the Shares to be withheld or
               delivered  shall be  determined as of the date that the taxes are
               required to be withheld.

14.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)   AMENDMENT  AND  TERMINATION.  The  Board  may at any time  amend,
               alter, suspend or terminate the Plan.

         (b)   EFFECT OF AMENDMENT OR  TERMINATION.  No  amendment,  alteration,
               suspension or  termination of the Plan shall impair the rights of
               any  Participant  without  his or her  consent,  unless  mutually
               agreed otherwise  between the Participant and the


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               Administrator, which  agreement  must be in writing and signed by
               the Participant and the Company.  Termination  of the Plan  shall
               not affect the Administrator's  ability to  exercise  the  powers
               granted to it hereunder  with respect to Awards granted under the
               Plan prior to the date of such termination.

15.      CONDITIONS UPON ISSUANCE OF SHARES.

         (a)   LEGAL  COMPLIANCE.  Shares  shall not be issued  pursuant  to the
               exercise  of an Option or grant of  Restricted  Stock  unless the
               exercise of such  Option and the  issuance  and  delivery of such
               Shares  shall  comply with  Applicable  Laws and shall be further
               subject to the  approval of counsel for the Company  with respect
               to such compliance.

         (b)   INVESTMENT REPRESENTATIONS.  As a condition to the exercise of an
               Award,  the Company may require the person  exercising such Award
               to represent  and warrant at the time of any such  exercise  that
               the Shares are being  purchased  only for  investment and without
               any present  intention to sell or  distribute  such Shares if, in
               the opinion of counsel for the Company,  such a representation is
               required.

16.      INABILITY TO OBTAIN  AUTHORITY.  The inability of the Company to obtain
         authority from any regulatory body having jurisdiction, which authority
         is  deemed by the  Company's  counsel  to be  necessary  to the  lawful
         issuance and sale of any Shares hereunder, shall relieve the Company of
         any liability in respect of the failure to issue or sell such Shares as
         to which such requisite authority shall not have been obtained.

17.      NONTRANSFERABILITY  OF AWARDS.  No Award  granted under the Plan may be
         sold,  transferred,   pledged,  assigned,  or  otherwise  alienated  or
         hypothecated,   other  than  by  will,  by  the  laws  of  descent  and
         distribution.  All  rights  with  respect  to  an  Award  granted  to a
         Participant  shall be available  during his or her lifetime only to the
         Participant.

18.      RESERVATION OF SHARES. The Company,  during the term of this Plan, will
         at all times reserve and keep  available such number of Shares as shall
         be sufficient to satisfy the requirements of the Plan.


IN  WITNESS  WHEREOF,  Timebeat.com  Enterprises Inc., by  its  duly  authorized
officer, has executed the Plan on the date indicated below.

                                    TIMEBEAT.COM ENTERPRISES INC.



Dated: September 11, 2002           By:      /S/ THOMAS L. CROM
                                       -----------------------------------------




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