Exhibit 10.19

                             ProtoSource Corporation
                         CEO Incentive Compensation Plan
                                 December, 1998
             -------------------------------------------------------

     There are two components to the CEO Incentive  Compensation Plan. These two
components  consist of first, the growth in the subscriber base and second,  the
growth of the top line gross revenue of the Company.  The current CEO employment
agreement  is  extended  until  June  30,  1999.  The  terms  of  the  Incentive
Compensation Plan are described as follows:

     1. Growth of Subscriber Base.
        --------------------------

          A.  December 1, 1998 through June 30, 1999.  If by June 30, 1999,  the
subscriber base of the Company increases from the November 30, 1998, base as set
forth below, then the CEO will receive:

               (1) If the subscriber base increases by 3,500 during this period,
an extension of his current  employment  agreement to December 31, 1999,  on the
same terms and conditions as now in effect;

               (2) If the subscriber base increases by 3,500 during this period,
options to purchase 10,000 shares of
the common  stock of  ProtoSource  at a purchase  price of $6.00 per share.  The
options shall be granted  effective as of the date that the  subscriber  base is
increased by 3,500  subscribers  (the  ?Effective  Date?).  The options shall be
fully  vested  if on the date 90 days  following  the  Effective  Date,  the net
increase in the subscriber base remains at 3,500 or greater.

               (3) If the subscriber base increases by 7,000 during this period,
in addition to the options set forth above in Section A(2),  options to purchase
an  additional  20,000 shares of the common stock of  ProtoSource  at a purchase
price of $6.00 per share (for a total of 30,000  options).  The options shall be
granted  effective as of the Effective Date. These  additional  options shall be
fully  vested  if on the date 90 days  following  the  Effective  Date,  the net
increase in the subscriber base remains at 7,000 or greater.

               (4) If the  subscriber  base  increases  by  10,500  during  this
period, in addition to the options set forth above in Sections A(2) and A(3), an
extension of his current employment  agreement to December 31, 2000, on the same
terms and  conditions  as now in effect.  In  addition  to the options set forth
above in Section A(2) and A(3),  options to purchase an additional 20,000 shares
of the common stock of ProtoSource at a purchase price of $6.00 per share (for a
total of 50,000  options).  The  options  shall be granted  effective  as of the
Effective Date. These additional options shall be fully vested if on the date 90
days  following  the Effective  Date,  the net increase in the  subscriber  base
remains at 10,500 or greater.


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               (5) For each additional  block of 3,500  subscribers over 10,500,
options  to  purchase  an  additional  20,000  shares  of the  common  stock  of
ProtoSource  at a  purchase  price of $6.00  per  share  on the same  terms  and
conditions described above.

          B. December 1, 1998 through  December 31, 1999. The bonuses  described
above will be effective if they are achieved by June 30, 1999,  and will be paid
only if the targets are achieved by that date.  However,  for those targets that
are met after June 30, 1999 but before  December  31, 1999,  then the  following
bonuses will be earned by the CEO:

               (1) If the subscriber base increases by 3,500 during this period,
options to  purchase  10,000  shares of the  common  stock of  ProtoSource  at a
purchase price of $6.00 per share. The options shall be granted  effective as of
the  Effective  Date.  The options  shall be fully vested if on the date 90 days
following the Effective Date, the net increase in the subscriber base remains at
3,500 or greater; and

               (2) If the subscriber base increases by 7,000 during this period,
in addition to the options set forth above in Section B(1),  options to purchase
an  additional  10,000 shares of the common stock of  ProtoSource  at a purchase
price of $6.00 per share (for a total of 20,000  options).  The options shall be
granted  effective as of the Effective Date. These  additional  options shall be
fully  vested  if on the date 90 days  following  the  Effective  Date,  the net
increase in the subscriber base remains at 7,000 or greater.

               (3) If the  subscriber  base  increases  by  10,500  during  this
period, in addition to the options set forth above in Sections B(1) and B(2), an
extension of his current employment  agreement to December 31, 2000, on the same
terms and  conditions  as now in effect.  In  addition  to the options set forth
above in Section B(1) and B(2),  options to purchase an additional 20,000 shares
of the common stock of ProtoSource at a purchase price of $6.00 per share (for a
total of 40,000  options).  The  options  shall be granted  effective  as of the
Effective Date. These additional options shall be fully vested if on the date 90
days  following  the Effective  Date,  the net increase in the  subscriber  base
remains at 10,500 or greater.

               (4) For each additional  block of 3,500  subscribers over 10,500,
options  to  purchase  an  additional  10,000  shares  of the  common  stock  of
ProtoSource  at a  purchase  price of $6.00  per  share  on the same  terms  and
conditions described above.


                                       
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          2. Growth of Top Line Corporate Gross Revenue.  It is anticipated that
1998 gross revenue for the ProtoSource will be approximately $1,000,000.  During
calendar  year  1999,  so long as CEO does not  voluntarily  resign  at any time
during the applicable  quarter,  CEO will be paid a quarterly  performance bonus
based on overall ISP related gross revenue growth on an accrual basis. All bonus
amounts are payable within 30 days after the end of the quarter.

          If, in any quarter,  corporate gross revenue increases by 30% from the
          previous  quarter,  the CEO  will be  paid a cash  bonus  of 5% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 40% from the
          previous  quarter,  the CEO  will be paid a cash  bonus of 7.5% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 50% from the
          previous  quarter,  the CEO  will be paid a cash  bonus  of 10% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 60% from the
          previous  quarter,  the CEO will be paid a cash  bonus of 12.5% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 70% from the
          previous  quarter,  the CEO  will be paid a cash  bonus  of 15% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 80% from the
          previous  quarter,  the CEO will be paid a cash  bonus of 17.5% of his
          annual salary.

          If, in any quarter,  corporate gross revenue increases by 90% from the
          previous  quarter,  the CEO will be paid a cash bonus of 18.75% of his
          annual salary.


          If, in any quarter, corporate gross revenue increases by 100% from the
          previous  quarter,  the CEO  will be paid a cash  bonus  of 20% of his
          annual salary.


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          The  Company  and the CEO  agree  that in order  for the CEO to have a
          reasonable  opportunity to meet the bonus  schedules set forth in this
          Agreement, the Company will have to engage in various acquisitions and
          expanded  marketing efforts.  The CEO agrees to present  opportunities
          that he reasonably  believes are in the best interests of the Company.
          The  Company  agrees  that it will  proceed  in good  faith to  pursue
          business  proposals  that the CEO presents to the Company.  So long as
          the  proposals  make  reasonable  business  sense for the  Company  in
          fulfilling its corporate objectives, the Company will make the funding
          available to allow the Company to accomplish these goals.


          Authorized  on  behalf  of  the  Board  of  Directors  of  ProtoSource
          Corporation:


          /s/  William Conis                                        1/20/99
          -------------------------------                           --------
          William Conis, Director                                     Date

          /s/  A. Stathopolus                                       1/20/99
          -------------------------------                           --------
          Andrew Stathopolus, Director                                Date



          Employee:
          /s/  Raymond Meyers                                       1/20/99
          -------------------------------                           --------
          Raymond Meyers, CEO                                         Date