EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT,  dated as of the 1st day of February,  2000
(the  "AGREEMENT"),  is by and between USA DIGITAL,  INC., a Nevada  corporation
(the "COMPANY"), and PETER J. LYONS, an individual (the "EXECUTIVE").

                                   WITNESSETH:

         WHEREAS,  the Company is  presently  engaged in the  telecommunications
industry;

         WHEREAS, Executive has extensive experience in this area;

         WHEREAS, the Company wishes to employ Executive for the period provided
in this Agreement and Executive is willing to serve in the employ of the Company
for such period upon the terms and conditions hereinafter set forth.

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the parties, intending to be legally bound, hereby agree as follows:

1.       EMPLOYMENT

         The Company  hereby  employs  Executive  upon the terms and  conditions
herein  contained,  and Executive  hereby  accepts such  employment for the term
described  below.  Executive  is and shall be  employed  in the  capacity of the
Company's  Chief Executive  Officer,  and shall perform the duties and functions
customarily performed by the Chief Executive Officer of a corporation during the
term of this  Agreement and shall have such other duties,  responsibilities  and
authority  as are  assigned to him by the Board of  Directors  of the Company as
long as such additional  duties,  responsibilities  and authority are consistent
with Executive's  position and level of authority as the Chief Executive Officer
of the Company. Executive shall report directly to the Board of Directors of the
Company.  Executive  shall  perform his duties and  functions  from the Orlando,
Florida area during the term of this Agreement or until in his own best judgment
and at his sole discretion he decides to relocate.

         Throughout the term of this Agreement,  Executive shall devote his best
efforts and  substantially all of his business time and services to the business
and affairs of the Company.

2.       TERM OF AGREEMENT

         The initial  term of  employment  under this  Agreement  shall be for a
period of five (5) years beginning on February 1, 2000 (the  "EFFECTIVE  DATE").
After the expiration of such initial  employment period, the term of Executive's
employment  hereunder shall  automatically be extended without further action by
the parties for successive  one (1) year renewal terms,  provided that if either
party gives the other party at least thirty (30) days' advance written notice of
his or its

<PAGE>

intention to not renew this  Agreement  for an  additional  term,  the Agreement
shall terminate upon the expiration of the then current term.

         Notwithstanding  the  foregoing,  the  Company  shall  be  entitled  to
terminate this Agreement immediately, subject to a continuing obligation to make
any payments required under Section 5 below, if Executive:  (i) becomes disabled
as  described  in Section  5(b),  (ii) is  terminated  for Cause,  as defined in
Section 5(c), or (iii) voluntarily  terminates his employment before the current
term of this Agreement expires, as described in Section 5(d).

3.       SALARY

         During the term of this Agreement, for all services rendered hereunder,
Executive shall receive a base salary ("Base Salary") at a rate of not less than
One Hundred Sixty Thousand and No/100 Dollars  ($160,000.00) per annum. The Base
Salary shall be payable in equal  installments  in accordance with the Company's
payroll  practices but not less than once per month. The Compensation  Committee
of the Board shall review this base salary at annual  intervals,  and may adjust
Executive's  annual base salary upward from time to time if the Committee  deems
such adjustment to be appropriate.

4.       ADDITIONAL COMPENSATION AND BENEFITS

         Executive  shall  receive the  following  additional  compensation  and
welfare and fringe benefits:

         (A) SIGNING BONUS OPTIONS.  As of the Effective Date of this Agreement,
Executive  shall be granted  nonstatutory  stock  options  ("Bonus  Options") to
purchase up to 100,000 shares of the Company's common stock at an exercise price
of $3.50 per share, which such Bonus Options shall be exercisable as of the date
hereof.  Such Bonus Options shall be subject to the  provisions set forth in the
stock option agreement attached hereto as EXHIBIT A.

         (B)  EXECUTIVE  STOCK  OPTIONS.  As  of  the  Effective  Date  of  this
Agreement,  Executive shall be granted  nonstatutory  stock options  ("Executive
Options") to purchase up to 500,000 shares of the Company's  common stock at the
exercise  prices set forth in, and subject to the provisions of the stock option
agreement  attached  hereto as EXHIBIT  B.  During  the  remaining  term of this
Agreement,  any additional stock option awards shall be at the discretion of the
Compensation Committee of the Company's Board.

         (C) MEDICAL INSURANCE.  The Company shall provide Executive with health
insurance  coverage no less favorable than that from time to time made available
to other key employees.

         (D)  VACATION.  Executive  shall  be  entitled  to three  weeks  annual
vacation  leave during the term of this  Agreement  and any  extension  thereof,
prorated for partial years.  Vacation shall be scheduled at reasonable times not
in conflict with Executive's duties hereunder.


                                      -2-
<PAGE>

         (E) BUSINESS  EXPENSES.  The Company shall reimburse  Executive for all
reasonable  expenses he incurs in promoting  the Company's  business,  including
expenses for travel,  entertainment  of business  associates  and similar items,
upon  presentation by Executive from time to time of an itemized account of such
expenditures.

         (F) CAR ALLOWANCE. Executive shall be entitled to receive a monthly car
allowance in the amount of One Thousand Dollars ($1,000.00).

         In  addition  to  the  benefits  provided  pursuant  to  the  preceding
paragraphs of this Section 4, Executive shall be eligible to participate in such
other  executive  compensation  and  retirement  plans  of  the  Company  as are
applicable  generally  to other  officers,  and in such welfare  benefit  plans,
programs,  practices and policies of the Company as are generally  applicable to
other key employees.

5.       PAYMENTS UPON TERMINATION

         (A) INVOLUNTARY TERMINATION. If Executive's employment is terminated by
the Company during the term of this  Agreement,  Executive  shall be entitled to
receive his base salary accrued through the date of termination. Executive shall
also receive any nonforfeitable benefits already earned and payable to him under
the  terms  of any  deferred  compensation,  incentive  or  other  benefit  plan
maintained  by  the  Company,  payable  in  accordance  with  the  terms  of the
applicable plan.

         If the  termination  is not for death,  failure to renew as provided in
Section 2,  disability as described in Section  5(b),  for Cause as described in
Section  5(c) or a voluntary  termination  by  Executive as described in Section
5(d), the Company shall also be obligated to pay to Executive an amount equal to
an aggregate of all salary  payments which would  otherwise be due Executive for
the  months  remaining  in the then  current  term of this  Agreement.  Any such
payment shall, at the option of the Company,  be made either in equal bi-monthly
installments  over the remaining term of this  Agreement,  or in a lump sum cash
payment on the date of termination.

         (B)  DISABILITY.  The  Company  shall be  entitled  to  terminate  this
Agreement if the Board  determines  that  Executive has been unable to attend to
his duties for at least  ninety  (90) days  because of a  medically  diagnosable
physical or mental condition.  Upon such  termination,  the Company shall pay to
Executive a monthly  disability benefit equal to  one-twenty-fourth  (1/24th) of
his  current  annual  base  salary at the time he became  permanently  disabled.
Payment of such  disability  benefit shall commence on the last day of the month
following  the date of the  termination  by reason of permanent  disability  and
cease with the earliest of: (i) the month in which  Executive  returns to active
employment,  either with the Company or  otherwise,  (ii) the end of the initial
term of this  Agreement,  or the current  renewal  term,  as the case may be, or
(iii) the twelfth month after the date of the  termination.  Any amounts payable
under this Section 5(b) shall be reduced by any amounts paid to Executive  under
any long-term  disability plan or other disability program or insurance policies
maintained or provided by the Company.


                                      -3-
<PAGE>

         (C) TERMINATION  FOR CAUSE. If Executive's  employment is terminated by
the Company for Cause,  the amount  Executive  shall be entitled to receive from
the  Company  shall be limited to his base  salary  accrued  through the date of
termination,  and any  nonforfeitable  benefits  already  earned and  payable to
Executive under the terms of deferred compensation or incentive plans maintained
by the  Company.  For  purposes of this  Agreement,  the term  "CAUSE"  shall be
limited to: (i) any action by  Executive  involving  willful  disloyalty  to the
Company, such as embezzlement,  fraud, misappropriation of corporate assets or a
breach of the  covenants  set forth in  Sections 8 or 9 hereof;  (ii)  Executive
being convicted of a felony; (iii) Executive being convicted of any lesser crime
or offense  committed in connection with the performance of his duties hereunder
or involving  moral  turpitude;  or (iv) the  intentional and willful failure by
Executive to substantially perform his duties hereunder as directed by the Board
(other  than any such  failure  resulting  from  Executive's  incapacity  due to
physical or mental disability);  provided that in the event of a termination for
Cause under this Section 5(c)(iv),  Executive shall have a period of thirty (30)
days in which to cure  such  breach  after  receiving  notice  from the  Company
specifying in reasonable detail the nature of such breach.

         (D)  VOLUNTARY  TERMINATION  BY  EXECUTIVE.  If  Executive  resigns  or
otherwise  voluntarily  terminates his employment  before the end of the current
term of this Agreement,  the amount  Executive shall be entitled to receive from
the  Company  shall be limited to his base  salary  accrued  through the date of
termination,  and any  nonforfeitable  benefits  already  earned and  payable to
Executive under the terms of any deferred compensation or incentive plans of the
Company.  For purposes of this Section,  a resignation by Executive shall not be
deemed to be  voluntary  if  Executive  resigns  during  the period of three (3)
months  after the date he is: (i)  assigned  to a position of lesser rank (other
than for Cause,  or by reason of permanent  disability),  (ii)  assigned  duties
materially  inconsistent  with such  position,  or (iii)  directed  to report to
anyone other than the Company's Board of Directors.

6.       DEATH

         If Executive dies during the term of this Agreement,  the Company shall
pay to  Executive's  estate a lump sum payment  equal to the sum of  Executive's
base salary  accrued  through the date of death plus the total unpaid  amount of
any bonuses  earned with respect to the fiscal year of the Company most recently
ended. In addition,  the death benefits  payable by reason of Executive's  death
under any  retirement,  deferred  compensation  or other  employee  benefit plan
maintained  by the  Company  shall  be paid  to the  beneficiary  designated  by
Executive in accordance with the terms of the applicable plan or plans.

7.       WITHHOLDING

         The Company  shall,  to the extent  permitted by law, have the right to
withhold and deduct from any payment hereunder any federal, state or local taxes
of any kind required by law to be withheld with respect to any such payment.



                                      -4-
<PAGE>

8.       PROTECTION OF CONFIDENTIAL INFORMATION

         Executive  agrees  that,  both  during the term of this  Agreement  and
thereafter,  he will keep all  confidential  and proprietary  information of the
Company or relating to its business (including,  but not limited to, information
regarding  the  Company's  customers,  pricing  policies,  methods of operation,
proprietary computer programs and trade secrets) confidential,  and that he will
not (except with the Company's  prior written  consent),  while in the employ of
the Company or  thereafter,  disclose any such  confidential  information to any
person,  firm,   corporation,   association  or  other  entity,  other  than  in
furtherance  of his  duties  hereunder,  and then only to those  with a "need to
know." Executive shall not make use of any such confidential information for his
own purposes or for the benefit of any person, firm, corporation, association or
other entity  (except the Company) under any  circumstances  during or after the
term of his employment.  The foregoing shall not apply to any information  which
is already in the public domain, or is generally  disclosed by the Company or is
otherwise in the public domain at the time of disclosure.

         Executive  recognizes  that because his work for the Company will bring
him into contact with  confidential and proprietary  information of the Company,
the restrictions of this Section 8 are required for the reasonable protection of
the Company and its investments and for the Company's reliance on and confidence
in  Executive.  For  purposes of this  Section 8, the term  "Company"  means the
Company, any of the Company's  subsidiary  corporations and its other affiliated
entities.

9.       COVENANT NOT TO COMPETE; NON SOLICITATION

         Executive  hereby agrees that he will not, either during the Employment
Term or during the period of one (1) year from the time  Executive's  employment
under this Agreement is terminated,  engage in any business activities on behalf
of any  enterprise  which  competes  with the Company in the  telecommunications
business.  Executive will be deemed to be engaged in such  competitive  business
activities  if he  participates  in such a business  enterprise  as an employee,
officer, director, consultant, agent, partner, proprietor, or other participant;
provided  that the  ownership of no more than two percent (2%) of the stock of a
publicly  traded  corporation  engaged in a competitive  business,  shall not be
deemed to be engaging in competitive business activities.

         Executive  agrees that he shall not,  for a period of one (1) year from
the time his employment under this Agreement ceases (for whatever  reason),  or,
if later,  during any period in which he is receiving monthly severance payments
under Section 5 of this Agreement:

         (a) solicit any employee or full-time consultant of the Company for the
         purposes of hiring or retaining such employee or consultant, or

         (b) contact any present or prospective client of the Company to solicit
         such a person to enter into any business  transaction,  other than with
         the Company or with one of the Company's affiliates.



                                      -5-
<PAGE>

For  this  purpose,  Executive  shall  be  considered  to be  receiving  monthly
severance payments under Section 5 of this Agreement during any period for which
he would be entitled to receive such severance payments.

10.      INJUNCTIVE RELIEF

         Executive  acknowledges  and agrees that it would be difficult to fully
compensate  the  Company  for damages  resulting  from the breach or  threatened
breach of the  covenants  set forth in  Sections 8 and 9 of this  Agreement  and
accordingly  agrees  that  the  Company  shall  be  entitled  to  temporary  and
injunctive  relief,   including  temporary   restraining   orders,   preliminary
injunctions and permanent injunctions,  to enforce such provisions in any action
or proceeding  instituted in the Circuit Court of Hillsborough County,  Florida,
or in any court in the State of Florida having subject matter jurisdiction,  and
the  Company  shall  not be  required  to post a bond in order to  receive  such
relief.  This  provision with respect to injunctive  relief shall not,  however,
diminish the Company's right to claim and recover damages.

         It is  expressly  understood  and  agreed  that  although  the  parties
consider the  restrictions  contained in this Agreement to be  reasonable,  if a
court determines that the time or territory or any other  restriction  contained
in  this  Agreement  is  an  unenforceable  restriction  on  the  activities  of
Executive,  no such provision of this Agreement shall be rendered void but shall
be deemed  amended to apply as to such  maximum time and  territory  and to such
extent as such court may judicially determine or indicate to be reasonable.

11.      SEPARABILITY

         If any provision of this  Agreement  shall be declared to be invalid or
unenforceable,  in whole or in part, such invalidity or  unenforceability  shall
not affect the remaining  provisions hereof which shall remain in full force and
effect.

12.      ASSIGNMENT

         This  Agreement  shall be binding  upon and inure to the benefit of the
heirs and  representatives  of Executive  and the assigns and  successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by Executive.

13.      ENTIRE AGREEMENT

         This Agreement represents the entire agreement of the parties and shall
supersede any and all previous or  contemporaneous  contracts,  arrangements  or
understandings  between the  Company and  Executive.  The  Agreement  may not be
modified  or  amended  other than by mutual  written  agreement  of the  parties
hereto.



                                      -6-
<PAGE>

14.      GOVERNING LAW

         This  Agreement  shall  be  construed,  interpreted,  and  governed  in
accordance with the laws of the State of Florida.

15.      COUNTERPARTS

         This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original, but all of which shall constitute but one and
the same Agreement.

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed,  and Executive has hereunto set his hand, as of the day and year first
above written.

Attest:                                      USA DIGITAL, INC.


/s/ Mark D. Cobb                             By: /s/ Mark D. Cobb
----------------------------------              --------------------------------
Secretary                                       Mark D. Cobb, Its President


Witness:                                     EXECUTIVE:

/s/ Heddy Lopez-Vernon                       /s/ Peter J. Lyons
----------------------------------           -----------------------------------
                                             Peter J. Lyons






                                      -7-
<PAGE>

                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT,  made as of February 1, 2000,  between USA
Digital,  Inc., a Nevada  corporation  (the  "CORPORATION"),  and Peter J. Lyons
("EMPLOYEE").

                                   WITNESSETH:

         WHEREAS,  the Corporation  desires to employ  Employee  pursuant to the
terms of an Employment Agreement dated the date hereof; and

         WHEREAS,  pursuant to Employee's Employment Agreement,  the Corporation
desires to provide Employee with an opportunity to acquire an equity interest in
the Corporation; and

         WHEREAS,  the  Corporation  has decided to grant  stock  options to the
Employee on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and intending to be legally bound hereby,  the parties hereto agree as
follows:

         1.  GRANT OF  OPTIONS.  Subject  to the  terms and  conditions  of this
Agreement, the Corporation hereby grants to the Employee the right and option to
purchase  up to a total of Five  Hundred  Thousand  shares of the common  stock,
$.001 par value, of the Corporation (the "Common Stock"), at an option price per
share as  indicated  in Section 2 hereof.  The  options to  purchase  up to Five
Hundred  Thousand  (500,000) shares of Common Stock granted under this Agreement
(the  "Options")  are not intended to qualify as incentive  stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

         2. PERIOD OF EXERCISE.  The Options  granted in this Agreement shall be
fully vested and nonforfeitable  immediately upon grant.  However,  these vested
Options shall become  exercisable  by the Employee on a delayed  basis,  in four
installments.  The  maximum  number  of  shares  of  Common  Stock for which the
Employee may exercise the Options to purchase at any time during the term of the
Options shall be limited as specified in the following schedule:

<TABLE>
<CAPTION>
PERIOD                                               OPTIONS MAY BE EXERCISED FOR:
------                                               -----------------------------
<S>                                         <C>
From February 1, 2001                       Up to 125,000  shares of the Common Stock at
Through January 31, 2006                    $3.50 per share

From February 1, 2002                       Up to 125,000 shares of the Common Stock at
Through January 31, 2007                    $4.00 per share

From February 1, 2003                       Up to 125,000 shares of the Common Stock at
Through January 31, 2008                    $5.00 per share

From February 1, 2004                       Up to 125,000 shares of the Common Stock at
Through January 31, 2009                    $6.00 per share
</TABLE>


<PAGE>

If, at any time during any of these periods,  the Employee fails to exercise the
Options  with  respect to all of the shares  which may be acquired at such time,
the Employee shall be entitled to exercise the Options again with respect to the
remaining portion of such shares at any subsequent time prior to the termination
date of the Options.

         3.  TERMINATION  DATE OF OPTIONS.  The  Options  granted  herein  shall
terminate on the dates specified in Section 2 hereof. The Employee shall have no
right to exercise the Options at any time after the dates specified in Section 2
hereof.

         4. MANNER OF EXERCISE.  When the Employee elects to exercise Options to
purchase  shares of Common Stock and such  exercise is permitted  hereunder,  he
shall give written  notice of such  exercise to the  Corporate  Secretary of the
Corporation.  The notice of exercise  shall state the number of shares of Common
Stock as to which the Options are being  exercised  and the  exercise  price for
such shares of Common  Stock.  The Employee may exercise the Options to purchase
all or any whole  number  portion of the number of shares of Common  Stock which
the Employee is then  permitted to purchase  under  Paragraph 2 (but not for any
fractional shares).

         5.  PAYMENT  FOR  SHARES.  Full  payment of the Price for each share of
Common Stock  purchased by  exercising  the Options shall be due at the time the
notice of exercise is  delivered  pursuant to  Paragraph  4. Such payment may be
made (i) in cash,  (ii) by delivery of shares of Common Stock which the Employee
has already  owned for at least six (6) months  which have a fair  market  value
equal to the Price multiplied by the number of shares being exercised,  or (iii)
at the discretion of the Board of Directors, in any other form acceptable to the
Corporation.

         At the time of any  exercise,  the Employee may exercise his Options by
delivering a signed,  irrevocable notice of exercise,  accompanied by payment in
full of the  option  price  by the  Employee's  stockbroker  and an  irrevocable
instruction  to the  Corporation  to deliver the shares of Common Stock issuable
upon  exercise of the Options  promptly to the  Employee's  stockbroker  for the
Employee's account.

         6. ISSUANCE OF STOCK  CERTIFICATES FOR SHARES.  The stock  certificates
for any shares of Common  Stock  issuable to the Employee  upon  exercise of the
Options  shall be delivered to the Employee (or to the person to whom the rights
of  the  Employee  shall  have  passed  by  will  or the  laws  of  descent  and
distribution)  as promptly  after the date of exercise as is  feasible,  but not
before the Employee has paid the Price for each such share so exercised.

         7. TERMINATION OF EMPLOYMENT FOR DEATH, DISABILITY OR WITHOUT CAUSE. If
the  Employee's  employment  with the  Corporation  ends  during the term of the
Options specified in Section 2 hereof either as a result of death, disability or
involuntary  termination  by the  Corporation  without  Cause (as  defned in the
Employee's Employment Agreement), Employee's right to exercise the Options shall
not expire  prematurely.  The Options shall not be  forfeited,  but Employee (or
Employee's  estate)  shall  continue to have the right to  exercise  the Options
during the  remainder of the term of the Options  specified in Section 2 hereof.
The maximum  number of shares  Employee (or  Employee's  estate) may purchase by
exercising  the  Options at any time  during  such  period  shall not exceed the
number of shares  which could be  purchased  at that date  pursuant to Section 2
hereof.



                                       2
<PAGE>

         8.  TERMINATION  OF EMPLOYMENT BY EMPLOYEE OR FOR CAUSE.  If Employee's
employment with the Corporation  ends during the term of the Options either as a
result  of  voluntary   termination  by  the  Employee  or  termination  by  the
Corporation for Cause (as defined in Employee's Employment Agreement),  Employee
shall have the right to exercise only those Options  exercisable  on the date of
such  termination  and Employee must  exercise  such options  during a period of
ninety (90) days following the termination of employment,  but in no event later
than January 31, 2009. The maximum number of shares the Employee may purchase by
exercising  the Options during this period shall not exceed the number of shares
which could be purchased at the date of termination pursuant to Paragraph 2.

         9. LIMITED  TRANSFERABILITY OF OPTIONS. The Employee's rights under the
Options may not be assigned or  transferred  by the  Employee  other than (i) by
will or the laws of descent and distribution, or (ii) in the manner described in
the next paragraph.

         Notwithstanding  the  foregoing,  the  Employee  may  transfer all or a
portion of the  Options to trusts  for the  benefit of members of her  immediate
family, or to family partnerships in which immediate family members are the only
partners,  as long as the Employee  receives no consideration  for the transfer.
Any transferred  Options will still be terminated in accordance with Paragraph 7
if the any of the events described in Paragraph 7 occur.

         10.  SECURITIES  LAWS. The Corporation may from time to time impose any
conditions on the exercise of the Options as it deems  necessary or advisable to
ensure that the Options granted  hereunder,  and each exercise thereof,  satisfy
the  applicable   requirements  of  federal  and  state  securities  laws.  Such
conditions to satisfy  applicable federal and state securities laws may include,
without limitation,  the partial or complete suspension of the right to exercise
the Options  until the  offering of the shares  covered by the Options have been
registered  under the  Securities Act of 1933, or the printing of legends on all
stock  certificates  issued to the Employee referring to the restrictions on the
transferability of such shares.

         11. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.  Neither the Employee nor
any person to whom the rights of the  Employee  shall have passed by will or the
laws of descent and  distribution  shall have any of the rights of a stockholder
with respect to any shares of Common Stock until the date of the issuance to her
of certificates for such Common Stock as provided in Paragraph 6 above.

         12. EFFECT OF CHANGE IN CORPORATE CONTROL.  In the event of a Change in
Corporate  Control,  the vesting of any stock options or other awards granted to
Executive  under any stock  option  plan or scheme of the Company  shall  become
immediately  vested in full and, in the case of stock  options,  exercisable  in
full.  For purposes of this  Agreement,  a "CHANGE IN CORPORATE  CONTROL"  shall
include any of the following events:

         (i) The  acquisition  in one or more  transactions  of more than thirty
percent (30%) of the Company's  outstanding Common Stock by any corporation,  or
other person or group (within the meaning of Section  14(d)(3) of the Securities
Exchange Act of 1934, as amended); or

         (ii) Any merger or  consolidation  of the Company  into or with another
corporation in which the Company is not the surviving entity, or any transfer or
sale  of  substantially  all of the


                                       3
<PAGE>

assets of the Company or any merger or consolidation of the Company into or with
another  corporation  in which the  Company  is the  surviving  entity  and,  in
connection  with such merger or  consolidation,  all or part of the  outstanding
shares of Common  Stock shall be changed  into or  exchanged  for other stock or
securities of any other person, or cash, or any other property.

provided  that, no  acquisition  of stock by any person in a public  offering or
private placement of the Company's common stock, approved by the Company's Board
of Directors, shall be considered a Change in Control.

         13.      MISCELLANEOUS.

                  (a) This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.

                  (b) The terms of this Agreement may only be amended,  modified
or  waived  by a  written  agreement  executed  by  both  the  Employee  and the
Corporation.

                  (c) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Florida,  without giving
effect to principles of conflicts of law.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement in two
counterparts on the date and year first above written.



ATTEST:                                     USA DIGITAL, INC.


/s/ Mark D. Cobb                            By: /s/ Mark D. Cobb
----------------------------------             ---------------------------------
Secretary                                      Mark D. Cobb, President


Witness                                     EMPLOYEE:

/s/ Heddy Lopez-Vernon                      /s/ Peter J. Lyons
----------------------------------          ------------------------------------
                                            Name:    Peter J. Lyons


                                       4
<PAGE>

                             STOCK OPTION AGREEMENT
                                 (Signing Bonus)

         THIS STOCK OPTION AGREEMENT,  made as of February 1, 2000,  between USA
Digital,  Inc., a Nevada  corporation  (the  "CORPORATION"),  and Peter J. Lyons
("EMPLOYEE").

                                   WITNESSETH:

         WHEREAS,  the Corporation  desires to employ  Employee  pursuant to the
terms of an Employment Agreement dated the date hereof; and

         WHEREAS,  pursuant to Employee's Employment Agreement,  the Corporation
desires to provide Employee with an opportunity to acquire an equity interest in
the Corporation; and

         WHEREAS,  the  Corporation  has decided to grant  stock  options to the
Employee on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and intending to be legally bound hereby,  the parties hereto agree as
follows:

         1.  GRANT OF  OPTIONS.  Subject  to the  terms and  conditions  of this
Agreement, the Corporation hereby grants to the Employee the right and option to
purchase up to a total of One Hundred Thousand shares of the common stock, $.001
par value, of the Corporation (the "Common Stock"), at an option price per share
of $3.50. The options to purchase up to One Hundred Thousand (100,000) shares of
Common Stock granted under this  Agreement  (the  "Options") are not intended to
qualify as  incentive  stock  options  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.

         2. PERIOD OF EXERCISE.  The Options  granted in this Agreement shall be
immediately  exercisable  by the  Employee.  If, at any time  during the term of
these Options,  the Employee  exercises the Options with respect to some but not
all of the shares which may be acquired at such time,  the Employee may exercise
the Options  again with respect to the  remaining  portion of such shares at any
subsequent time prior to the termination date of the Options.

         3. TERMINATION  DATE  OF OPTIONS.  The  Options  granted  herein  shall
terminate on January 31, 2005, the fifth  anniversary of the date of grant.  The
Employee  shall  have no right to  exercise  the  Options at any time after this
date.

         4. MANNER OF EXERCISE. When the Employee elects to exercise the Options
to purchase shares of Common Stock and such exercise is permitted hereunder,  he
shall give written  notice of such  exercise to the  Corporate  Secretary of the
Corporation.  The notice of exercise  shall state the number of shares of Common
Stock as to which the Options are being exercised. The Employee may exercise the
Options to purchase all or any whole  number  portion of the number of shares of
Common Stock which the Employee is then permitted to purchase under  Paragraph 2
(but not for any fractional shares).



<PAGE>

         5.  PAYMENT  FOR  SHARES.  Full  payment of the Price for each share of
Common Stock  purchased by  exercising  the Options shall be due at the time the
notice of exercise is  delivered  pursuant to  Paragraph  4. Such payment may be
made (i) in cash,  (ii) by delivery of shares of Common Stock which the Employee
has already  owned for at least six (6) months  which have a fair  market  value
equal to the Price multiplied by the number of shares being exercised,  or (iii)
at the discretion of the Board of Directors, in any other form acceptable to the
Corporation.

         At the time of any  exercise,  the Employee may exercise his Options by
delivering a signed,  irrevocable notice of exercise,  accompanied by payment in
full of the  option  price  by the  Employee's  stockbroker  and an  irrevocable
instruction  to the  Corporation  to deliver the shares of Common Stock issuable
upon  exercise of the Options  promptly to the  Employee's  stockbroker  for the
Employee's account.

         6. ISSUANCE OF STOCK  CERTIFICATES FOR SHARES.  The stock  certificates
for any shares of Common  Stock  issuable to the Employee  upon  exercise of the
Options  shall be delivered to the Employee (or to the person to whom the rights
of  the  Employee  shall  have  passed  by  will  or the  laws  of  descent  and
distribution)  as promptly  after the date of exercise as is  feasible,  but not
before the Employee has paid the Price for each such share so exercised.

         7. TERMINATION OF EMPLOYMENT FOR DEATH, DISABILITY OR WITHOUT CAUSE. If
the  Employee's  employment  with the  Corporation  ends  during the term of the
Options specified in Section 2 hereof either as a result of death, disability or
involuntary  termination  by the  Corporation  without  Cause (as  defned in the
Employee's Employment Agreement), Employee's right to exercise the Options shall
not expire  prematurely.  Employee (or Employee's estate) shall continue to have
the right to  exercise  the  Options  during  the  remainder  of the term of the
Options specified in Section 2 hereof.

         8.  TERMINATION  OF EMPLOYMENT BY EMPLOYEE OR FOR CAUSE.  If Employee's
employment with the Corporation  ends during the term of the Options either as a
result  of  voluntary   termination  by  the  Employee  or  termination  by  the
Corporation  for Cause (as  defined in  Employee's  Employment  Agreement),  the
Options shall expire. Employee shall only have the right to exercise the Options
during a period of ninety (90) days following the termination of employment, but
in no event later than January 31, 2005.

         9. LIMITED  TRANSFERABILITY OF OPTIONS. The Employee's rights under the
Options may not be assigned or  transferred  by the  Employee  other than (i) by
will or the laws of descent and distribution, or (ii) in the manner described in
the next paragraph.

         Notwithstanding  the  foregoing,  the  Employee  may  transfer all or a
portion of the  Options to trusts  for the  benefit of members of his  immediate
family, or to family partnerships in which immediate family members are the only
partners,  as long as the Employee  receives no consideration  for the transfer.
Any transferred  Options will still be terminated in accordance with Paragraph 7
if any of the events described in Paragraph 7 occur.



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<PAGE>

         10.  SECURITIES  LAWS. The Corporation may from time to time impose any
conditions on the exercise of the Options as it deems  necessary or advisable to
ensure that the Options granted  hereunder,  and each exercise thereof,  satisfy
the  applicable   requirements  of  federal  and  state  securities  laws.  Such
conditions to satisfy  applicable federal and state securities laws may include,
without limitation,  the partial or complete suspension of the right to exercise
the Options  until the  offering of the shares  covered by the Options have been
registered  under the  Securities Act of 1933, or the printing of legends on all
stock  certificates  issued to the Employee referring to the restrictions on the
transferability of such shares.

         11. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.  Neither the Employee nor
any person to whom the rights of the  Employee  shall have passed by will or the
laws of descent and  distribution  shall have any of the rights of a stockholder
with respect to any shares of Common Stock until the date of the issuance to him
of certificates for such Common Stock as provided in Paragraph 6 above.

         12.  MISCELLANEOUS.

                  (a) This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.

                  (b) The terms of this Agreement may only be amended,  modified
or  waived  by a  written  agreement  executed  by  both  the  Employee  and the
Corporation.

                  (c) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Florida,  without giving
effect to principles of conflicts of law.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement in two
counterparts on the date and year first above written.


ATTEST:                                     USA DIGITAL, INC.



/s/ Mark D. Cobb                           By: /s/ Mark D. Cobb
-----------------------------------            ---------------------------------
Secretary                                      Mark D. Cobb, President



Witness                                     EMPLOYEE:


/s/ Heddy Lopez-Vernon                      /s/ Peter J. Lyons
-----------------------------------         ------------------------------------
                                            Name:    Peter J. Lyons

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