10.1  Purchase  Agreement  with  EuroSwiss.

PURCHASE  AGREEMENT
This  Purchase  Agreement (the "Agreement") dated this 20th day of January 2005,
among  B2Digital,  Incorporated,  a  Delaware  corporation  and  publicly traded
company, located at 9171 Wilshire Blvd, Suite B, Beverly Hills, CA 90210 ("BTWO"
or  "Buyer") and EuroSwiss Equities, Ltd., a privately held corporation, located
at  Caribbean  Place P.O. Box 97 Leeward Highway Providenciales Turks and Caicos
Islands  (sometimes  referred  to  as  "EuroSwiss").

RECITALS

WHEREAS,  BTWO is developing and providing video on demand systems and otherwise
exploiting  the  internet  and  communication  based  data  systems.

WHEREAS,  EuroSwiss  is  a  privately  held  corporation,  websites, domains and
certain  marketing rights to online casinos as specifically set forth as Exhibit
A  (the "Assets") free and clear of any encumbrances which it desires to sell to
the  Buyer.

WHEREAS,  BTWO  desires  to  purchase  the  Assets  from  EuroSwiss.

WHEREAS,  EuroSwiss desires to sell the Assets to BTWO under agreeable terms and
considerations.

NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and conditions herein set forth, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  Parties  agree  as  follows.

AGREEMENTS

1.  Purchase  and  Sale.  Subject  to the terms and conditions contained in this
Agreement,  on  the Closing Date, BTWO shall purchase One Hundred Percent (100%)
of  the Assets in exchange for Three Hundred Thousand US Dollars ($300,000), and
1,000,000  shares  of  Series  A  Preferred  stock.  The Purchase Price shall be
payable  within  3  months  from  the  date of closing, per the payment schedule
described  in  Section  2.1.

2.  Closing.  The closing (the "Closing") of the sale and purchase of the Assets
shall  take place on January 19th, 2005, or at such other date, time or place as
may  be agreed upon in writing by the parties hereto, but not later than January
25th, 2005 (the" Termination Date"). The date of the Closing is sometimes herein
referred  to  as  the  "Closing  Date."

2.1  Payments,  Payment  Schedule.

(a)  The  Purchase  Price  shall  be  paid  as  follows:

i.  BTWO  shall  pay  Thirty  Seven Thousand Five Hundred US Dollars (37,500) to
EuroSwiss  on  the  Closing  Date  in  exchange  for  12.5% share of the Assets.

ii.  BTWO  shall  make a second payment of Thirty Seven Thousand Five Hundred US
Dollars  (37,500) to EuroSwiss within 15 days of the Closing Date and receive an
additional  12.5%  share  of  the  Assets.

iii.  BTWO  shall  make  a  third  payment  of  Seventy Five Thousand US Dollars
(75,000)  to  EuroSwiss on or before March 9, 2005 and receive an additional 25%
share  of  the  Assets.

iv.  BTWO  shall  make  a  fourth  payment  of  Seventy Five Thousand US Dollars
(75,000)  to EuroSwiss on or before April, 10 2005 and receive an additional 25%
share  of  the  Assets.

v.  BTWO shall make a final payment of Seventy Five Thousand US Dollars (75,000)
to  EuroSwiss  on  or before May 10, 2005 and receive an additional 25% share of
the  Assets.

vi  BTWO  shall  have  created  and  issued  the  Series  A  Preferred shares of
B2Digital,  Inc  (hereinafter  referred to as the "Shares") to the Seller within
fifteen  (15)  business  days  after  the  execution  of  this  agreement.

(b)  BTWO  may  pay  the  entire  Purchase  Price  in  full  at  any  time.

(c)  Title  of  the Assets will pass to BTWO simultaneously with each payment as
mentioned  in  Section  2.1.  hereinabove.

3. Representations and Warranties of EuroSwiss.  EuroSwiss hereby represents and
warrants  to  BTWO  that:

3.1  Corporate  Status.  EuroSwiss  is  a privately held company and is the sole
owner  of  100%  of  the  Assets. There are no third party claims or liabilities
relating  to  the  Assets.

3.2  Authorization.  EuroSwiss  has the requisite power and authority to execute
and  deliver this Agreement and the related transaction documents to which it is
a  party and to perform the transactions performed or to be performed by it. The
Agreement  and each transaction document executed and delivered by EuroSwiss has
been  duly  executed  and  delivered  by  EuroSwiss  and constitutes a valid and
binding  obligation  of  EuroSwiss,  enforceable against EuroSwiss in accordance
with  its  terms.

3.3  Consents  and Approvals. Neither the execution and delivery by EuroSwiss of
the  Agreement  to  which it is a party, nor the performance of the transactions
performed  or  to  be  performed  by  EuroSwiss,  require any filing, consent or
approval,  constitute a default to any agreement to which it is a party or cause
any  payment  obligation  to  arise.

3.4  Property. EuroSwiss has the corporate power to own or lease its servers and
to  carry  on its business; it is duly qualified as a corporation to do business
and  is  in good standing with respect thereto in each jurisdiction in which the
nature  of  the  business  or  the  property  owned  or  leased by it makes such
qualification  necessary;  and  it  has  or  will  have  on the Closing Date all
necessary licenses, permits, authorizations and consents to operate its business
in  accordance  with  the  terms  of  its  business  plan.

3.5  Liabilities.  There  are  no  material liabilities of EuroSwiss of any kind
whatsoever,  whether  or  not  accrued  and  whether  or  not  determined  or
determinable,  in  respect  of  which  EuroSwiss or BTWO may become liable on or
after  the consummation of the transaction contemplated by this Agreement, other
than  liabilities disclosed or referred to in this agreement or in the Schedules
attached  hereto,  if  any,  or  liabilities  incurred in the ordinary course on
business none of which will be materially adverse to the nature of the business,
results  of  operations, assets, financial condition or manner of conducting the
business.

3.6  Taxes.  There  are no taxes due and or owing on the Assets and no claim has
ever  been  made  by  any authority in any jurisdiction where EuroSwiss does not
file tax returns that EuroSwiss may be subject to taxation in that jurisdiction.
There  are no ongoing examinations or claims against EuroSwiss for taxes, and no
notice  of  any  audit,  examination  or  claim  for  taxes,  whether pending or
threatened,  has been received. EuroSwiss has not waived or extended the statute
of  limitations  with  respect  to  the  collection  or  assessment  of any tax.

3.7  Legal  Proceedings  and Compliance with Law. There is no litigation that is
pending  or,  to  EuroSwiss's  knowledge,  threatened  against the Assets or any
EuroSwiss  casino. To EuroSwiss's knowledge, there has been no default under any
laws  applicable  to  EuroSwiss, and EuroSwiss has not received any notices from
any governmental entity regarding any alleged defaults under any laws. There has
been  no  default  with  respect  to  any  court  order applicable to EuroSwiss.

3.8  Contracts.  EuroSwiss  is  not  a  party  to  or  bound by any agreement or
guarantee,  warranty,  indemnification,  assumption  or endorsement or any other
like  commitment  of  the  obligations, liabilities (contingent or otherwise) or
indebtedness  of  any  other  person,  firm  or  corporation, or of any products
related  to the business which is not accurately reflected in Schedule 1 to this
Agreement.

3.9  Intellectual  Property. EuroSwiss has good and valid title to and ownership
of  all  Intellectual  Property  (defined  herein as trade marks, trade names or
copyrights,  patents,  domestic or foreign) necessary for the EuroSwiss business
and  operations (as now conducted and as proposed to be conducted). There are no
outstanding  options, licenses or agreements of any kind to which EuroSwiss is a
party  or  by  which  it is bound relating to any Intellectual Property, whether
owned  by  EuroSwiss  or  another  person.  To  the  knowledge of EuroSwiss, the
business  of  EuroSwiss as formerly and presently conducted did not and does not
conflict with or infringe upon any Intellectual Property right, owned or claimed
by  another.

3.10  Accuracy  of  Information.  To EuroSwiss's knowledge, no representation or
warranty  by  EuroSwiss related to this Agreement, contains any untrue statement
of  a  material  fact  or omits to state any material fact necessary in order to
make  the  statements contained herein or therein not misleading in light of the
circumstances  under  which  such  statements  were  made.

4.  Representations  and Warranties of BTWO. BTWO hereby represents and warrants
to  EuroSwiss  as  follows:

4.1 Corporate Status. BTWO is a corporation duly organized, validly existing and
in  good standing under the Laws of the State of Delaware and is qualified to do
business  in  any  jurisdiction  where  it  is  required to be so qualified. The
Charter  Documents  of BTWO that have been made available to EuroSwiss as of the
date  hereof  are  effective  under applicable laws and are current, correct and
complete.

4.2  Authorization. BTWO has the requisite power and authority to own its assets
and  to  carry  on  its  business. BTWO has the requisite power and authority to
execute  and  deliver  this  Agreement to which it is a party and to perform the
transactions  performed  or  to be performed by it. Such execution, delivery and
performance by BTWO have been duly authorized by all necessary corporate action.
Each  transaction document executed and delivered by BTWO has been duly executed
and  delivered  by  BTWO and constitutes a valid and binding obligation of BTWO,
enforceable  against  BTWO  in  accordance  with  its  terms.

4.3  Consents  and Approvals. Neither the execution and delivery by BTWO of this
Agreement,  nor the performance of the transactions performed or to be performed
by  BTWO  thereunder, require any third party filing, consent or approval (other
than  regulatory  filings  under federal or state securities laws), constitute a
default  or  cause  any  payment  obligation  to  arise.

4.4  Accuracy  of  Information. To BTWO's actual knowledge, no representation or
warranty  by  BTWO  in  this  Agreement, and no information contained therein or
otherwise  delivered  by  or  on behalf of BTWO to any other Party in connection
with  the transactions contains any untrue statement of a material fact or omits
to  state  any material fact necessary in order to make the statements contained
herein  or therein not misleading in light of the circumstances under which such
statements  were  made.

4.5 BTWO is authorized to issue the Series A Preferred Stock to EuroSwiss as per
this  Agreement  per  Section  8.2

5.  Covenants  of  EuroSwiss.

5.1 Conduct of the Business. Except as contemplated or otherwise consented to by
BTWO  in  writing,  from  the date of this Agreement and until the Closing Date,
EuroSwiss  shall  carry  on business in the ordinary course. EuroSwiss shall not
merge  or  consolidate  with, or purchase substantially all of the assets of, or
otherwise  acquire  any  business  of,  any  corporation,  partnership  or other
business organization or business division thereof; split, combine or reclassify
its  outstanding  capital  stock; enter into any contract or otherwise incur any
liability  outside  the  ordinary  course  of business; discharge or satisfy any
encumbrance  or  pay  or  satisfy  any material liability except pursuant to the
terms  hereof;  compromise,  settle  or  otherwise  adjust any material claim or
litigation;  make  any capital expenditure involving in any individual case more
than  $5,000;  incur  any  indebtedness  for  borrowed  money  or issue any debt
securities;  declare  or  pay  any dividend or other distribution on its capital
stock;  materially  decrease its working capital; increase the salaries or other
compensation  payable  to  any employee, or take any action, or fail to take any
reasonable  action  within  its  control,  as a result of which a material event
would  be  likely to occur. EuroSwiss shall preserve intact the current business
organization  of  EuroSwiss  casino  and  the  Assets.

5.2  Access to Information. From the date of this Agreement to the Closing Date,
EuroSwiss  shall  cause  its EuroSwiss casinos to give to BTWO and its officers,
employees,  counsel,  accountants  and  other  representatives access to and the
right  to  inspect,  during  normal  business hours, all of the assets, records,
contracts  and  other documents relating to EuroSwiss as the BTWO may reasonably
request.  BTWO  shall  not  use  such  information  for  purposes  other than in
connection  with  the  transactions  contemplated  by  this  Agreement and shall
otherwise  hold  such  information  in  confidence  until  such  time  as  such
information  otherwise  becomes  publicly  available and will sign and cause its
officers,  employees,  counsels,  accountants  and other representatives to sign
such  standard  and  customary  non-disclosure  agreements  as  are  reasonably
requested  by  EuroSwiss.

5.3  No  Solicitation.  From  and after the date hereof until the earlier of the
Termination  Date  or  the  date  of  termination  of this Agreement pursuant to
Section  11, without the prior written consent of BTWO, EuroSwiss  will not, and
will  not  authorize  or  permit  EuroSwiss  Representative  to,  directly  or
indirectly,  solicit,  initiate  or  encourage  (including  by way of furnishing
information)  or  take any other action to facilitate knowingly any inquiries or
the  making  of  any  proposal that constitutes or may reasonably be expected to
lead  to an Acquisition Proposal from any Person, or engage in any discussion or
negotiations  relating  thereto  or  accept  any  purchase  proposal  in any way
relating  to  the  Assets.  If  EuroSwiss receives any such inquiries, offers or
proposals  it shall (a) notify BTWO orally and in writing of any such inquiries,
offers or proposals (including the terms and conditions of any such proposal and
the  identity  of  the person making it), within 48 hour of the receipt thereof,
(b)  keep  BTWO informed of the status and details of any such inquiry, offer or
proposal,  and  (c)  give  BTWO five days' advance notice of any agreement to be
entered  into with, or any information to be supplied to, any Person making such
inquiry,  offer  or  proposal.  As  used  herein, "Acquisition Proposal" means a
proposal  or  offer  (other  than  pursuant  to  this Agreement) for a tender or
exchange  offer,  merger,  consolidation or other business combination involving
any  or  any proposal to acquire in any manner a substantial equity interest in,
or  all  or  substantially  all  of  the  Assets. Notwithstanding the foregoing,
EuroSwiss  will  remain  free  to participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate  in  any  other  manner, any effort or attempt by any person to do or
seek  any  of  the  foregoing  to the extent their fiduciary duties may require.

5.4  Transfer  of  title to BTWO. EuroSwiss shall, take such reasonable steps as
may  be necessary or appropriate, in the judgment of BTWO, so that BTWO shall be
placed  in  actual possession of the Assets acquired by BTWO pursuant to Section
2.1  of  this  Agreement

6.  Covenants  of  BTWO.  Fulfillment of Closing Conditions. At and prior to the
Closing,  BTWO  shall  use  commercially  reasonable  efforts  to  fulfill  the
conditions  specified  in  this  Agreement to the extent that the fulfillment of
such conditions is within its control. In connection with the foregoing, it will
(a)  refrain  from  any  actions that would cause any of its representations and
warranties  to  be  inaccurate  in  any  material respect as of the Closing, (b)
execute  and  deliver  the applicable agreements and other documents referred to
herein,  (c)  comply  in  all  material  respects  with  all  applicable laws in
connection  with  its  execution, delivery and performance of this Agreement and
the transactions contemplated hereunder, (d) use commercially reasonable efforts
to  obtain  in  a  timely  manner  all necessary waivers, consents and approvals
required  under  any  laws,  contracts  or  otherwise,  and (e) use commercially
reasonable  efforts  to take, or cause to be taken, all other actions and to do,
or  cause to be done, all other things reasonably necessary, proper or advisable
to  consummate  and  make effective as promptly as practicable the transactions.

7.  Mutual  Covenants.

7.1  Fulfillment  of Closing Conditions. At and prior to the Closing, each party
shall use commercially reasonable efforts to fulfill, and to cause each other to
fulfill, as soon as practicable after the conditions specified in this Agreement
to  the  extent  that  the  fulfillment  of such conditions is within its or his
control.  In connection with the foregoing, each party will (a) refrain from any
actions  that  would  cause  any  of  its  representations  and warranties to be
inaccurate as of the Closing, and take any reasonable actions within its control
that would be necessary to prevent its representations and warranties from being
inaccurate  as of the Closing, (b) execute and deliver the applicable agreements
and other documents referred to herein, (c) comply in all material respects with
all  applicable  laws in connection with its execution, delivery and performance
of  this Agreement and the transactions, (d) use commercially reasonable efforts
to  obtain  in  a  timely  manner  all necessary waivers, consents and approvals
required under any laws, Contracts or otherwise, (e) use commercially reasonable
efforts  to take, or cause to be taken, all other actions and to do, or cause to
be  done,  all  other  things  reasonably  necessary,  proper  or  advisable  to
consummate  and  make  effective  as  promptly  as practicable the transactions.

7.2  Disclosure  of Certain Matters. EuroSwiss on the one hand, and BTWO, on the
other  hand,  shall  give BTWO and EuroSwiss, respectively, prompt notice of any
event  or  development  that occurs that (a) had it existed or been known on the
date  hereof  would  have been required to be disclosed by such party under this
Agreement,  (b)  would  cause  any of the representations and warranties of such
party  contained  herein  to  be  inaccurate  or otherwise misleading, except as
contemplated  by  the  terms  hereof,  or (c) gives any such party any reason to
believe  that  any  of  the  conditions  set forth in this Agreement will not be
satisfied  prior  to  the  Termination  Date  (defined  below).

7.3  Public  Announcements.  EuroSwiss  and  BTWO  shall consult with each other
before  issuing any press release or making any public statement with respect to
this Agreement and the transactions and, except as may be required by applicable
law,  none  of  such  Parties  nor  any other Parties shall issue any such press
release  or  make  any  such  public  statement without the consent of the other
parties  hereto.

7.4  Confidentiality.  Both BTWO and EuroSwiss recognize and acknowledge that by
reason  of  their  involvement  with or employment in the business, they have or
will  have  access  to  trade  secrets  relating  to their business. (the "Trade
Secrets").  Both  BTWO  and  EuroSwiss acknowledge that such Trade Secrets are a
valuable  and  unique  asset  and covenants that they will not disclose any such
Trade  Secrets  to any person for any reason whatsoever, unless such information
(a)  is  in  the  public domain through no wrongful act, (b) has been rightfully
received  from  a  third  party  without  restriction and without breach of this
Agreement  or  (c)  except  as  may  be  required  by  law.

The terms of this Section 7.4 shall apply to BTWO and EuroSwiss and to any other
Person  controlled  by  EuroSwiss or BTWO and any of their respective affiliates
that  it  or  he controls to the same extent as if they were parties hereto, and
each  such  party shall take whatever actions may be necessary to cause any such
party  or  affiliate  to  adhere  to  the  terms  of  this  Section  7.4.

In the event of any breach or threatened breach by any party of any provision of
Section  7.4,  both  EuroSwiss and BTWO shall be entitled to injunctive or other
equitable  relief,  restraining  such  party  from using or disclosing any Trade
Secrets in whole or in part, or from engaging in conduct that would constitute a
breach  of the obligations of a party under Section 7.4. Such relief shall be in
addition  to  and  not  in  lieu  of  any  other remedies that may be available,
including an action for the recovery of damages, all of which may be sought only
in  accordance  with  the  arbitration  provisions  of  this  Agreement.

If  the  transactions under this Agreement are not consummated, each party shall
treat  all  information  obtained  in  its investigation of another party or any
affiliate  thereof,  and  not  otherwise  known to them or already in the public
domain, as confidential and shall not use or otherwise disclose such information
to  any third party and shall return to such other party or affiliate all copies
made  by  it or its representatives of confidential information provided by such
other  party  or  affiliate.

8.  Conditions  Precedent  to  Obligations  of  EuroSwiss.  All  obligations  of
EuroSwiss  to  consummate  the  transactions  hereunder  are  subject  to  the
satisfaction  prior  thereto  of  each  of  the  following  conditions:

8.1  Representations  and Warranties. The representations and warranties of BTWO
contained  in  this  Agreement  shall be true and correct on the date hereof and
(except to the extent such representations and warranties speak as of an earlier
date) shall also be true and correct on and as of the Closing Date with the same
force  and  effect  as  if  made  on  and  as  of  the  Closing  Date.

8.2  Agreements, Conditions and Covenants. BTWO shall have performed or complied
with  all  agreements, conditions and covenants required by this Agreement to be
performed  or  complied  with  by it on or before the Closing Date in particular
BTWO shall have transferred to EuroSwiss and validly issue in favor of EuroSwiss
the  Shares,  representing  $1,000,000  for  BTWO  obligations under the present
agreement.

8.3  Legality.  No  law  or  court  order  shall  have  been  enacted,  entered,
promulgated or enforced by any court or governmental authority that is in effect
and  has  the  effect  of  making the purchase and sale of the Assets illegal or
otherwise  prohibiting  the  consummation  of  such  purchase  and  sale.

9.  Conditions  Precedent  to  Obligations  of  BTWO. All obligations of BTWO to
consummate  the  transactions  hereunder  are  subject  to  the satisfaction (or
waiver)  prior  thereto  of  each  of  the  following  conditions:

9.1  Representations  and  Warranties.  The  representations  and  warranties of
EuroSwiss  contained  in  this  Agreement  shall be true and correct on the date
hereof and (except to the extent such representations and warranties speak as of
an  earlier  date) shall also be true and correct on and as of the Closing Date,
except  for  changes  contemplated  by  this  Agreement, with the same force and
effect  as  if  made  on  and  as  of  the  Closing  Date.

9.2  Agreements,  Conditions  and  Covenants.  EuroSwiss shall have performed or
complied  in all material respects with all agreements, conditions and covenants
required by this Agreement to be performed or complied with by them on or before
the  Closing  Date.

9.3  Legality.  No  Law  or  Court  Order  shall  have  been  enacted,  entered,
promulgated or enforced by any court or governmental authority that is in effect
and  (a) has the effect of making the purchase and sale of the Assets illegal or
otherwise  prohibiting  the  consummation of such purchase and sale or (b) has a
reasonable  likelihood  of  causing  a  material  adverse  affect.

9.4  Financial Statements.  If requested by BTWO, EuroSwiss will produce audited
financial  statements  to BTWO for the two years ended December 31, 2004 or such
other  time  period  as  reasonably  requested  by BTWO's auditors and advisors.

10.  Post-Closing  Obligations.

10.1  Net Profits Commissions. BTWO acknowledges and agrees that EuroSwiss shall
be  entitled to receive Thirty Percent (30%) of the net profits generated by the
Assets from volumes introduced and to be introduced by EuroSwiss in its capacity
as  agent.  BTWO acknowledges that such introductions may encompass traffic from
Storms  Commerce as discussed to date between said company and the principals of
EuroSwiss.  Commissions  in  both cases shall be calculated and payable monthly.

10.2  Online  Support.  EuroSwiss will provide twenty-four hour/seven day-a-week
online  support  and  banking  queries  to BTWO for the Assets and its customers
without  charge  as  long  as  BTWO  and  its  affiliates  own  the  Assets.

11.  Termination

11.1  Grounds  for  Termination.  This  Agreement  may be terminated at any time
before  the  Closing  Date:

(a)  By  mutual  written  consent  of  EuroSwiss  and  BTWO;

(b)  By  EuroSwiss  or BTWO if the Closing shall not have been consummated on or
before the Termination Date; provided, however, that the right to terminate this
Agreement  shall  not  be  available  to  any party whose failure to fulfill any
obligation  under  this  Agreement  has  been  the cause of, or resulted in, the
failure of the Closing to occur on or before the Termination Date.  However, for
each completed Closing as set forth in Section 2.1 of this Agreement, BTWO shall
be  entitled  to  retain  the  percentage  interest of the Assets purchased. For
example, if the Agreement is terminated under this Section 11.1(b) after Closing
under  Section 2.1(a)(i) is completed, BTWO shall be entitled to retain 12.5% of
the  Assets;

(c)  By EuroSwiss or BTWO if a court of competent jurisdiction or govern mental,
regulatory  or  administrative  agency  or  commission shall have issued a Court
Order  (which  Court Order the parties shall use commercially reasonable efforts
to  lift)  that  permanently  restrains,  enjoins  or  otherwise  prohibits  the
transactions,  and  such  Court Order shall have become final and nonappealable;

(d)  By BTWO, if EuroSwiss shall have breached, or failed to comply with, any of
its  obligations  under this Agreement or any representation or warranty made by
EuroSwiss  shall  have  been  incorrect  when  made, and such breach, failure or
misrepresentation  is  not  cured  within  20  days after notice thereof; and in
either  case, any such breaches, failures or misrepresentations, individually or
in  the  aggregate, results or would reasonably be expected to affect materially
and  adversely  the  benefits  to  be  received  by  the  BTWO  hereunder.

(e)  By  EuroSwiss, if BTWO shall have breached, or failed to comply with any of
its  obligations  under this Agreement or any representation or warranty made by
it  shall  have  been  incorrect  when  made,  and  such  breach,  failure  or
misrepresentation  is  not  cured  within  20  days after notice thereof, and in
either  case, any such breaches, failures or misrepresentations, individually or
in  the  aggregate, results or would reasonably be expected to affect materially
and  adversely  the  benefits  to  be  received  by  the  EuroSwiss  hereunder.

11.2  Effect of Termination. If this Agreement is terminated pursuant to Section
11.1,  the  agreements  contained  in  Section 7.4 shall survive the termination
hereof  and  any  party  may  pursue any legal or equitable remedies that may be
available  if  such  termination  is  based  on  a  breach  of  another  party.

12.  General  Matters.

Arbitration.  All  disputes  arising  out  of our in connection with the present
agreement,  including  disputes on its conclusion, binding effect, amendment and
termination  shall  be  resolved,  to  the exclusion of the ordinary courts by a
three-person  Arbitral  Tribunal  in  accordance  with the International Laws of
United  States  of  America.

If  there  are  not  more than two parties involved in the procedure, each party
nominates  an  arbitrator. The decision of the Arbitral Tribunal shall be final,
and the parties waive all challenge of the award in accordance with Arbitration.

12.2  Contents of Agreement. This Agreement, together with the other transaction
documents,  sets  forth  the entire understanding of the parties with respect to
the transactions and supersedes all prior agreements or understandings among the
parties  regarding  those  matters.

12.3  Amendment,  Parties  in  Interest,  Assignment, Etc. This Agreement may be
amended,  modified or supplemented only by a written instrument duly executed by
each  of  the  parties  hereto. If any provision of this Agreement shall for any
reason  be  held  to  be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof,  and  this  Agreement  shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. This Agreement shall be
binding  upon  and  inure to the benefit of and be enforceable by the respective
heirs,  legal  representatives, successors and permitted assigns of the parties.
Nothing  in  this  Agreement  shall confer any rights upon any person other than
EuroSwiss and BTWO and their respective heirs, legal representatives, successors
and permitted assigns. No party hereto shall assign this Agreement or any right,
benefit  or obligation hereunder. Any term or provision of this Agreement may be
waived  at  any  time  by the party entitled to the benefit thereof by a written
instrument  duly  executed  by  such  party.

12.4  Further  Assurances.  At  and  after the Closing, EuroSwiss and BTWO shall
execute  and  deliver  any  and all documents and take any and all other actions
that  may be deemed reasonably necessary by their respective counsel to complete
the  Transactions.

12.5  Interpretation.  Unless  the  context  of  this Agreement clearly requires
otherwise,  (a)  references to the plural include the singular, the singular the
plural,  the  part  the whole, (b) references to any gender include all genders,
(c)  "or"  has  the  inclusive  meaning  frequently  identified  with the phrase
"and/or,"  (d)  "including" has the inclusive meaning frequently identified with
the  phrase  "but  not limited to" and (e) references to "hereunder" or "herein"
relate  to  this  Agreement.  The  section  and other headings contained in this
Agreement  are  for  reference purposes only and shall not control or affect the
construction  of  this  Agreement  or the interpretation thereof in any respect.
Section,  subsection,  Schedule  and  Exhibit  references  are to this Agreement
unless  otherwise  specified.  Each  accounting  term  used  herein  that is not
specifically  defined  herein shall have the meaning given to it under GAAP. Any
reference  to a party's being satisfied with any particular item or to a party's
determination  of  a  particular  item  presumes  that such standard will not be
achieved  unless  such  party  shall  be  satisfied  or  shall  have  made  such
determination  in  its  sole  or  complete  discretion.

12.6  Counterparts.  This Agreement may be executed in two or more counterparts,
each  of  which  shall be binding as of the date first written above, and all of
which  shall  constitute  one  and  the same instrument. Each such copy shall be
deemed  an  original.

12.7  Schedules.  Any  items  listed or described on Schedules, if any, shall be
listed  or  described  under  a  caption  that  identifies  the Sections of this
Agreement  to  which  the  item  relates.

13.  Notices.  All  notices that are required or permitted hereunder shall be in
writing  and  shall  be  sufficient  if  personally  delivered  or sent by mail,
facsimile  message  or  Federal  Express  or other delivery service. Any notices
shall  be  deemed  given  upon  the earlier of the date when received at, or the
third  day  after  the date when sent by registered or certified mail or the day
after  the  date  when sent by Federal Express to, the address or fax number set
forth below, unless such address or fax number is changed by notice to the other
Party  hereto:

If  to  EUROSWISS:

Caribbean  Place  P  O  97
Leeward  Highway,  Providenciales,  Turks  and  Caicos  Islands
Attn:  Barry  Dempsey


If  to  BTWO:

9171  Wilshire  Blvd.
Suite  B,  Beverly  Hills,  California  90210
Attn:  Robert  Russell
FAX:  310  281  0042

With  copies  to:

14.  Governing  Law.  This  Agreement  shall  be  construed  and  interpreted in
accordance  with  the  laws  of  California  without  regard  to  its provisions
concerning  conflict  of  laws.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the  day  and  year  first  written  above.

AGREED TO:                                 AGREED TO:

B2DIGITAL, INC.                            EUROSWISS EQUITIES LIMITED
                                           COCKBURN DIRECTORS, LTD - DIRECTOR


By:/s/ Robert C. Russell                          By:/s/T. Barry Dempsey
Robert C. Russell                                  T. Barry Dempsey
President                                          Authorized Representative