Exhibit 10.19

                   AGREEMENT REGARDING SALE OF PREFERRED STOCK

         This  Agreement is entered into this 1st day of November,  2000, by and
between EdgeAudio.com, Inc. ("EdgeAudio") and Bryan Holbrook ("Holbrook").

                                    RECITALS

         1. Holbrook has contributed  capital to EdgeAudio in  contemplation  of
the purchase of 25,000 shares of Series A Preferred Stock of EdgeAudio.

         2.  EdgeAudio has prepared and Holbrook has reviewed a Preferred  Stock
Purchase Agreement related to the contemplated purchase.

         3.  Holbrook  is  willing  to  execute  the  Preferred  Stock  Purchase
Agreement subject to the modifications that are set forth below.

         Now therefore,  in  consideration  of Holbrook  executing the Preferred
Stock Purchase Agreement, the parties agree as follows:

         1. INDEMNITY.  EdgeAudio shall indemnify Holbrook to the fullest extent
permissible under the Oregon Business Corporation Act, as the same exists or may
hereafter  by  amended,  against all  expense,  liability,  and loss  (including
without limitation attorneys fees) incurred or suffered by Holbrook by reason of
or arising from the fact that  Holbrook is or was a director or  shareholder  of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  manager,  partner,  trustee,  employee, or agent of another
foreign or domestic corporation,  limited liability company, partnership,  joint
venture,   trust,   employee  benefit  plan,  or  other  enterprise,   and  such
indemnification  shall continue as to Holbrook after he ceases to be a director,
shareholder,  officer, manager,  partner, trustee,  employee, or agent and shall
inure to the benefit of Holbrook's heirs, executors, and administrators.

         2. NOTICE OF SECURITIES  REGISTRATION  FILINGS.  EdgeAudio shall notify
Holbrook in the event it files a registration  statement with the Securities and
Exchange Commission on form S-1, S-4 or S-8.

         3. CHANGE OF ADDRESS. The address for notice provided in Section 8.6 of
the Preferred Stock Purchase Agreement for EdgeAudio.com, Inc. is changed to the
following address:

                           15615 S.W. 74th, Suite 100
                              Tigard, Oregon 97224
                             Facsimile 503-598-8831

         4.  ATTORNEY'S  FEES.  Section  8.7 of  the  Preferred  Stock  Purchase
Agreement is amended to read as follows to correct several typographical errors:
"If any suit or action arising out of or related to this Agreement is brought by
any party, the prevailing party shall be entitled to recover its costs and fees,
including  reasonable  attorney's  fees,  incurred by such party in such suit or
action, including any appellate proceeding."

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         5. PAYMENT OF DIVIDENDS. EdgeAudio agrees that without Holbrook's prior
written consent it shall pay no dividends (including dividends payable solely in
the common  stock of the  corporation)  on any common  stock of the  corporation
until  dividends in the total amount of 84 cents per share (as  adjusted) on the
Series A Stock have been paid or declared and set apart during that fiscal year,
and any prior year in which dividends accumulated but remain unpaid.

         6.  NONDILUTEABILITY.  In  accordance  with the  terms of the  business
agreement between Holbrook and EdgeAudio,  EdgeAudio agrees that in the event it
issues options or shares of stock to other parties such as employees,  EdgeAudio
shall  issue  additional  options or shares to  Holbrook  at his  discretion  to
prevent dilution of his 20 percent interest in EdgeAudio.

         7.  CORRECTION  OF   CROSS-REFERENCES   IN  AMENDMENT  TO  ARTICLES  OF
INCORPORATION.  To correct several incorrect  cross-references  in Article II of
EdgeAudio's amended and restated Articles of Incorporation the following changes
shall be made:

         A.  Section  2.3.5d(ii)(E)(1)  and (2) shall be  modified to change the
cross-references to Section  2.3.5d(iii)(C) and (D) therein to 2.3.5d(ii)(C) and
(D).

         B. The cross-reference in Section  2.3.5d(iii) to 2.3.5d(iii)(E)  shall
be changed to reference Section 2.3.5d(ii)(E).

         C. The cross-reference in Section 2.3.5k referring to Section 4.4 shall
be modified to refer to Section 2.3.

         8. CORRECTION OF SHAREHOLDER'S  AGREEMENT.  The following paragraphs of
the EdgeAudio  Shareholder's Agreement shall be amended to correct typographical
errors.

         A. The  references in the second  paragraph to "common  stock" shall be
changed to "common and preferred stock".

         B. The  reference in Section 3.4 to  "paragraph  6" shall be changed to
"paragraph 7".

         IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date first written above.


         EdgeAudio.com, Inc.

         By:/s/ Winthrop Jeanfreau                 /s/ Bryan Holbrook
            -----------------------------          -----------------------------
                                                       Bryan Holbrook

         Title:  CEO
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         TSET, Inc.

         By:
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         Title:    CFO
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