2001 EQUITY PARTICIPATION PLAN
1.	DEFINITIONS.
	As used in this Plan, the following words and phrases shall
have the meanings set forth below:
	1.1	"Board" shall mean the duly elected Board of
Directors of the Company, as the same may be constituted from time to
time hereafter.  In the event that the Board shall, at any time,
delegate any of its duties hereunder to a committee of the Board, all
references herein to the Board shall include such committee.
	1.2	"Code" shall mean the Internal Revenue Code of 1986,
as amended.
	1.3	"Common Stock" shall mean shares of the Company's
authorized class of common stock, or any shares or securities into
which such common stock may be converted or for which such common
stock may be exchanged.
	1.4	"Company" shall mean TFN, The Football Network, Inc.,
a Delaware corporation.  References to the Company shall also include
any parent or subsidiary of the Company (as those terms are defined in
Section 425 of the Code).
	1.5	"Discharged for cause" shall mean, with respect to
any employee, consultant or agent of the Company, the termination of
such person's employment or retention of services for: (i)
malfeasance, misfeasance or negligence in performing his duties as an
employee, consultant or agent of the Company; (ii) an act of
embezzlement or fraud, or conviction of any crime involving moral
turpitude, (iii) any breach of the terms or conditions of any
agreement pursuant to which such person is employed or retained, or
(iv) conduct which the Board in good faith determines has reflected so
seriously on the Company's public reputation that the Company's
business interests would be prejudiced if the person were retained as
an employee, consultant or agent of the Company.
	1.6	"ISO" shall mean any Incentive Stock Option granted
pursuant to this Plan.
	1.7	"NQSO" shall mean any Non-Qualified Stock Option
granted pursuant to this Plan.
	1.8	"Option" shall mean any ISO or NQSO granted pursuant
to this Plan.
	1.9	"Option Agreement" shall mean option agreements
entered into between the Company and a Participant in the Plan to
reflect the grant of an Option to such Participant.  Option Agreements
reflecting the grant of an ISO shall be substantially in the form
attached hereto as Exhibit A, and Option Agreements reflecting the
grant of a NQSO shall be generally in the form attached hereto as
Exhibit B, subject to such additional terms, conditions and provisions
as the Board may designate with respect to any particular NQSO.
	1.10    "Participant" shall mean a person who, being eligible
to be granted an Option under this Plan, is granted an Option.
	1.11	"Plan" shall mean this Equity Participation Plan, as
the same may be amended from time to time hereafter.
2.  PURPOSE OF THE PLAN.
	2.1	Purpose of the Plan.  The purpose of this Plan is to
provide an opportunity for employees, officers, directors, consultants
and agents of the Company, to obtain the benefits of equity ownership
in the Company, through the purchase of Common Stock pursuant to
Options, including options qualified as Incentive Stock Options under
Section 422A of the Code.
	2.2	Objective of the Plan.  The objective underlying the
Plan is to retain the services of the Company's employees, officers,
directors, consultants and agents by providing them with the
opportunity to acquire a proprietary interest in the business, which
will be an incentive to increase the Company's earnings.
3.  ADMINISTRATION OF THE PLAN.
	3.1	Administration, Powers of the Board.  The Board shall
administer the Plan.  Subject to the express provisions of the Plan,
the Board shall, in connection with administering the Plan, have the
following authority:
		(a) To construe, interpret, and define the terms used
in the Plan;
(b)	To prescribe, amend and rescind rules and regulations relating
to the administration of the Plan;
(c)	To approve and grant leaves of absence from employment and to
determine the duration and purpose of leaves of absence that may be
granted to Participants in the Plan which will not terminate the
employee's participation in the Plan.
(c)	To grant ISOs or NQSOs under the Plan; and
(d)	To make all other determinations necessary or advisable to
administer the Plan.
	3.2	Terms of Options.  The Board may add to any Option
Agreement any other terms, provisions, and conditions not inconsistent
with the Plan as may be determined by the Board, and shall include
such terms, provisions and conditions as are necessary to qualify each
option intended to be an Incentive Stock Option as an Incentive Stock
Option.  The determination of the Board on the matters referred to in
this Article shall be conclusive.
	3.3	Appointment of Committee.  The Board may, in its
discretion, appoint a Stock Option Committee (the "Committee") of not
fewer than two (2) members to administer the Plan.  The Committee,
each of whom shall be a member of the Board and none of whom shall be
employees, as contemplated by Rule 16b-3, promulgated under the
Securities Exchange Act of 1934, as amended, ("Exchange Act") shall
serve at the pleasure of the Board.  The Board, by resolution duly
adopted, may delegate to the Committee all or any part of the Board's
authority to administer the Plan.
4.  STOCK SUBJECT TO PLAN.
	4.1	Class of Stock Subject to Plan.  The stock to be
offered for purchase pursuant to Options granted under the Plan shall
be shares of the Company's authorized but unissued Common Stock.
	4.2	Number of Shares of Common Stock Subject to Plan.
Subject to adjustment as provided in Section 8.1, the aggregate number
of shares of the Company's Common Stock to be delivered upon exercise
of the Options granted under the Plan shall not exceed two million
seven hundred and fifty nine thousand, five hundred ninety-eight
shares (2,759,598) shares.  If any Option shall expire or terminate
for any reason without having been exercised in full, the unpurchased
Common Stock shall revert to the Plan and shall again be shares on
which Options may be granted under the Plan.
5.  ELIGIBILITY.
	5.1	Persons Eligible to be Participants.  Employees,
officers, directors, consultants and agents of the Company shall be
eligible to participate in the Plan.  Any other person so eligible to
whom the Board determines to grant Options may also be a Participant
in the Plan.  No Participant who is otherwise eligible shall be
disqualified to receive an Option merely because he is already a
shareholder of the Company or merely because he is a Board member,
officer or employee.  The Board shall identify those individuals who
shall be granted Options, determine whether such Options shall be ISOs
or NQSOs, shall set the terms and provisions of the respective Option
Agreements pursuant to which the Options are granted (such conditions
need not be identical among the individuals receiving Options), shall
fix the time such Options shall be granted and the number of shares of
Common Stock subject to each Option, and shall grant the Options.  The
Board may grant additional Options to a Participant provided the Board
determines the Participant remains eligible.
	5.2	Limitations on ISOs.  Notwithstanding the provisions
of Section 5.1, directors, consultants and agents of the Company who
are not also officers or employees shall be eligible to receive only
NQSOs.
	5.3	Leaves of Absence.  In the event any Participant is
granted an approved leave of absence, the Board  in its sole and
entire discretion, may determine the duration and purpose of such
leave of absence during which such person may remain a Participant in
the Plan, and during which any exercise periods under any Option
Agreement shall be suspended, except that in no event shall an Option
be exercised after the expiration of such Option.
	5.4	Employment; Continuation of Relationship.
		(a)	Notwithstanding the provisions contained in
the Plan or in any Option Agreement, no employee, consultant or agent
has any right to continued employment or retention of services by the
Company.  The Company may terminate the employment of an employee, or
the services of a consultant or agent, at any time or increase or
decrease such person's compensation from the rate in existence at the
time of the granting of an Option.  Nothing contained in the Plan or
in any Option Agreement shall affect the other contractual rights of
an employee, consultant or agent.
		(b)	If a Participant ceases to be employed or
retained by the Company for any reason other than death, disability or
Discharge for Cause, any ISO shall (and NQSOs may, at the discretion
of the Board), subject to earlier termination pursuant to any other
provision of this Plan, expire three months thereafter (or after such
shorter period as may be provided in the Option Agreement) and, during
the period after such person ceases to be employed or retained,
Options shall be exercisable only as to that number of shares which
the Participant could have purchased as of the date of termination of
employment or retention.
	5.5	Discharge for Cause.  Notwithstanding any other
provision contained herein, in the event a Participant is Discharged
for Cause (defined in clause section 1.5) before exercising Options
granted to him, all rights and benefits with respect to such
unexercised Options shall be canceled and may not be exercised.
	5.6	Death or Disability.  If any Optionee dies or becomes
disabled, within the meaning of Section 22(e)(3) of the Code, while
employed by the Company or any parent or subsidiary or during the
three month period after termination of his employment, his ISOs shall
(and NQSOs may, at the discretion of the Board), subject to earlier
termination pursuant any other provision of this Plan, expire one year
after the Optionee ceases to be an employee of the Company (or after
such shorter period as may be provided in the Option Agreement).
During the one year period the Optionee, or if the Optionee has died
the person or persons to whom the Options rights under the Option have
passed by will or by applicable laws of descent and distribution, may,
to the extent of the number of Shares exercisable as of the date of
the termination of his employment, exercise the Option.
6.  OPTION PRICE.
	6.1	Option Price.  The exercise price per share of Common
Stock purchasable under Options granted pursuant to the Plan shall be
determined by the Board, provided in no event may the exercise price
be less than eighty-five percent (85%) of the fair market value of the
shares on the day the Options are granted.  In every case the exercise
price of any Incentive Stock Option shall not be less than one hundred
percent (100%) of fair market value of the shares on the day the
Incentive Stock Option is granted, unless the provisions of Section
6.3 of this Plan require that the price be at least one hundred and
ten percent (110%) of fair market value of the shares.  For the
purposes of the Plan, the fair market value of the shares shall be
determined conclusively and in good faith by the Board upon the grant
of an Incentive Stock Option, acting upon such information and advice
as it shall deem necessary.
	6.2	Payment of Option Price.  Payment must be by (1)
cash, (2) certified or cashier's  check, (3) stock of the Company
whose fair market value is at least equal to the aggregate exercise
price under the Option, provided, however, that payment of the
exercise price for any Incentive Stock Option may not be by "statutory
option stock" (as defined in Section 425(c)(3)(B) of the Code) unless
the applicable holding period requirements specified in Section
425(c)(3)(A)(ii) for the statutory option stock have been met, (4) any
combination of such items, or (5) such other consideration as the
Board may approve, as set forth in any Option Agreement, at the time
the Option is granted or at such other time, so long as the fair
market value of such consideration, as determined in accordance with
Sections 1274 and 483 of the Code, is required by the Option Agreement
to be no less than the exercise price per share of the Option
multiplied by the number of Shares being purchased.  Should the
Company's outstanding Common Stock be registered under Section 12(b)
or Section 12(g) of the Securities Exchange Act of 1934 at the time
the Option is exercised, then the exercise price may also be paid
through a special sale and remittance procedure pursuant to which the
Optionee shall concurrently provide irrevocable written instructions
(a) to a Company designated brokerage firm to effect the immediate
sale of the shares of Common Stock and to remit to the Company, out of
the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the shares of Common
Stock plus all applicable Federal, State and local income and
employment taxes required to be withheld by the Company by reason of
such purchase, and (b) to the Company to deliver the certificates for
the shares of Common Stock directly to such brokerage firm in order to
complete the sale transaction.
	6.3	Option Price for ISOs.  If ISOs are granted to any
person owning, at the time of the grant of the ISOs, ten percent (10%)
or more of the total combined voting power of all classes of stock of
the Company, the Option price for such ISOs must be at least one
hundred and ten percent (110%) of the fair market value (computed at
the time the Option is granted) of the shares of Common Stock subject
to the ISO, and such ISO, by its terms, must expire not later than the
day prior to the fifth anniversary of the date on which the ISO was
granted.
	6.4	Method of Exercise of Options.  Options may be
exercised only by written notice to the Company, stating the number of
Shares being purchased and accompanied by payment in full of the
Option price for the number of shares being purchased.
7.  TERM OF OPTIONS.
	7.1	Term of Options.  Each Option and all rights or
obligations under the Option by its terms shall expire on such date as
the Board determines, but not later than the day prior to the tenth
anniversary of the date on which the Option is granted, except where
earlier termination is required under the Plan; provided, that ISOs
subject to the provisions of Section 6.3 of the Plan shall expire not
later than the day prior to the fifth anniversary of the date on which
the ISO is granted.
	7.2	Exercisabilily of Options; Installments.  Each Option
shall be exercisable, and the total number of Shares subject to the
Option shall be purchasable, in such installments, as the Board shall
determine.  Except as otherwise provided for by the Board on the grant
of the Option, any Option shall become exercisable in five (5) equal
annual installments, commencing one year after the date of the grant
of the Option; provided, however, that in no event shall any option
become exercisable in annual installments where the portion which
first becomes exercisable in any subsequent year is greater than the
portion which first becomes exercisable in any earlier year.
Notwithstanding the foregoing, all ISOs shall (and any NQSOs may, at
the discretion of the Board) become immediately exercisable in any of
the following events:
		(a)	The termination of employment or retention
of services of the Participant, for a reason other than Discharge for
Cause, following, and within one year after, the merger of the Company
into, consolidation of the Company with, or sale or transfer of all or
substantially all of the assets of the Company to, another
corporation; or
		(b)	The Board, in its sole discretion,
determines that acceleration of the right to exercise is or would be
in the best interests of the Company; or
		(c)	The Options shall have become and shall
remain immediately exercisable as set forth below.
	In the event the Company shall, pursuant to action by the
Board, at any time propose to merge into, consolidate with, or sell or
otherwise transfer all or substantially all of its assets into,
another corporation and provision is not made pursuant to the terms of
that transaction for the assumption by the surviving, resulting or
acquired corporation of the Options, or for the substitution of new
options for the Options, the Board shall cause written notice of the
proposed transaction to be given to the Participants not less than
forty (40) days prior to the anticipated effective date of the
proposed transaction.  The vesting schedule, as described each
individual stock option agreement (qualified or non-qualified), may be
accelerated in the event the Company is acquired by or merged with
another entity (unless the shareholders of the Company have control of
the resulting entity) (a "Sale or Merger with a Third Party"),
provided such acceleration is permitted under the terms of the
Company's acquisition or merger agreement with the other entity; in
the case of a Sale or Merger with a Third Party where there is no or
partial acceleration of vesting because acceleration is, in whole or
in part, not permitted under the terms of the acquisition or merger
agreement with the other entity, then if the Participant is terminated
"without cause" after a date which is 60 days prior to the Sale or
Merger with a Third Party, then, the vesting schedule, may be
accelerated, notwithstanding anything herein to the contrary.
	If the transaction is consummated, the Options remaining
unexercised on the transaction date specified in the notice to the
Participants by the Board shall terminate on the date such transaction
is consummated.  If the transaction is abandoned, (i) shares of Common
Stock subject to unexercised Options shall continue to be available
for purchase in accordance with the Plan and (ii) to the extent that
any Option not exercised before such abandonment shall have become
exercisable solely by operation of this Section, acceleration of the
right to exercise the Options shall be deemed annulled, and the
Options shall be exercisable as otherwise provided under the Plan as
the date of abandonment.
	7.3	Fractional Shares; Minimum Purchase.  No Option or
installment thereof shall be exercisable except in respect of whole
shares, and fractional share interests shall be disregarded.  A
minimum of ten (10) shares of Common Stock may be purchased at any one
time unless the number purchased is the total number available for
purchase under the Option at the time.
	7.4	Limitation on Exercise of ISOs.  Notwithstanding any
contrary provision of this Plan, the aggregate fair market value
(determined as of the time any ISO is granted hereunder) of the Shares
with respect to which any ISO is exercisable for the first time by the
holder thereof in any calendar year (under all plans of the Company
and any parents and subsidiaries) shall not exceed One Hundred
Thousand Dollars ($100,000).
8.  ADJUSTMENT OF OPTIONS.
	8.1	Adjustment For Certain Transactions.  If the
outstanding shares of the Common Stock of the Company are increased,
decreased, or converted into, or exchanged for, a different number or
kind of shares of securities of the Company through a reorganization,
merger, recapitalization, reclassification, stock split-up, stock
dividend, stock consolidation or otherwise, an appropriate and
proportionate adjustment shall be made in the number and kind of
shares as to which Options may be granted.  A corresponding adjustment
changing the number or kind of shares of Common Stock and the exercise
price for each share allocated to unexercised Options or portions
thereof, which Options shall have been granted prior to any such
change, shall likewise be made.  Any such adjustment, however, in an
outstanding Option shall be made without change in the total price
applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share of Common Stock
covered by the Option.
	8.2	Determination of Adjustment. The type and extent of
any adjustments under Section 8.1 shall be made by the Board and shall
be final, binding and conclusive.  No fractional Shares shall be
issued under the Plan on account of any such adjustment.

9.  TRANSFERABILITY.
	9.1	Options Non-Transferable.  ISOs granted under the
Plan shall (and NQSOs may, at the discretion of the Board), by their
terms, be non-transferable by the Participant other than by will or
the laws of descent and distribution, and shall be exercisable during
his lifetime only by him.
	9.2	Limitations on Transfer of Common Stock.  The Board
may, in its discretion, include in any Option Agreement any conditions
upon the transferability of the Common Stock issuable upon exercise of
such Option which the Board deems reasonable or appropriate, to  (i)
prevent a violation, or to perfect an exemption from, the registration
requirements of the Securities Act of 1933, (ii) implement the
provisions of the Plan and any agreement between the Company and the
Optionee with respect to such shares, or (iii) permit the Company to
determine the occurrence of a disqualifying disposition, within the
meaning of Section 421(b) of the Code, of shares transferred upon
exercise of an ISO granted under the Plan.
10.  CANCELLATION AND REISSUANCE.
10.1	Cancellation and Reissuance of Options.  The Board shall have
the authority to effect, at any time and from time to time, with the
consent of the affected Participants, the cancellation of any or all
outstanding Options under the Plan and to grant in substitution
therefore new Options under the Plan covering the same or different
number of shares of Common Stock but having an Option price per share
not less than the fair market value on the new grant date, if such
Options are ISOs, as determined pursuant to Section 6.1 and provided
further that the amount of new Options, if such Options are ISOs,
shall be included in determining the amount of shares of Common Stock
with respect to which Options become exercisable for the first time in
any year, which shall not exceed an aggregate fair market value of One
Hundred Thousand Dollars ($100,000) as provided in Section 7.4 hereof.
11.  AMENDMENT.
	11.1	Amendments to Plan.  The Board may, at any time,
suspend, amend or terminate the Plan without further action on the
part of the stockholders of the Company, provided that, except as set
forth in Section 8.1 above, no amendment may be adopted without
further approval of the shareholders of the Company that will:
		(a)	Increase the number of shares which are to
be reserved for Options under the Plan;
		(b)	Extend the maximum term of an Option; or
		(c)	Change the designation of the class of
persons eligible to receive Options.
	11.2	Effect of Termination of Plan.  If the Plan is
terminated by the Board, no Option may be granted after the
termination.  The amendment or termination of the Plan shall not,
without the consent of the Participants, affect the Participants'
rights under Options already granted.
12.  RIGHTS OF PARTICIPANTS.
	12.1	Rights Prior to Exercise of Options.  Participants
shall not be entitled to the privilege of stock ownership as to any
shares of Common Stock not actually issued and delivered to them.
Upon the exercise of an Option, unless there is in effect at the time
under the Securities Act of 1933 a registration statement relating to
the stock issuable upon exercise of the Option, and unless there is
available for delivery to the Participants a prospectus meeting the
requirements of Section 10(a)(3) of said Act, each Participant shall,
if requested by the Company, represent and warrant in writing, in a
form and substance satisfactory to the Company, that the Shares
purchased are being acquired for investment and without any view
toward distribution, and shall agree in writing to the imposition of
legends on the share certificates setting forth any restrictions upon
disposition under applicable securities laws.  No Shares shall be
purchased upon the exercise of any Option unless and until there has
been full compliance with any then applicable requirements of the
Securities and Exchange Commission, the California Commissioner of
Corporations, or other regulatory agencies having jurisdiction, and of
any securities exchanges upon which the shares of Common Stock of the
Company may be listed.
	12.2	Plan and Options Subject to Securities Laws.  The
Plan, and the grant and exercise of Options under the Plan, and the
Company's obligation to sell and deliver shares of Common Stock upon
exercise of the Options, shall be subject to all applicable federal
and state laws, rules and regulations and must be approved by any
regulatory agencies as may be required or advisable in the opinion of
the Company or its counsel.  Under no circumstances must the Company
issue fractional shares upon the exercise of an Option.
13.  ADOPTION OF PLAN; EFFECTIVE DATE: TERMINATION.
	13.1	Adoption: Effective Date of Plan.  This Plan shall
become effective and Options may be granted under the Plan upon its
adoption by the Company's Board, provided, however, the Plan shall be
approved by stockholders of the Company within twelve (12) months
after the date of the Board's adopting the Plan, and any Options
granted under the Plan after the Plan's adoption by the Board, but
before the Plan's approval by stockholders, shall not be exercisable
until such stockholder approval has been obtained, and shall be
subject to such approval.
	13.2	Effective Date of Grant of Options.  The granting of
an Option pursuant to the Plan shall take place at the time of the
Board's action, as described in the Plan; provided, however, that if
the appropriate Board resolutions indicate that an Option is to be
granted as of and at some future date, the date of grant shall be that
future date.
	13.3	Termination of Plan.  Unless previously terminated by
the Board, the Plan shall terminate at the close of business on
January 24, 2011 (which is the day before the tenth anniversary of the
adoption of this Plan by the Board), and no Options shall be granted
under it after that date, but such termination shall not affect any
Participant's rights under an Option already granted to him.
	14.	Financial Statements.  Holders of Options will
receive the financial statements of the Company at least on an annual
basis in accordance with the requirements of Rule 260.140.46 of the
Rules of the California Corporation's Commissioner.

The Board of Directors adopted this Plan by unanimous resolution on
January 24, 2001.
/s/ Norm Early
/s/ Dexter Jenkins
/s/ Harland Svare
/s/ Jantonio Turner


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APPENDIX B
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