EXHIBIT 10.1

                AUGUST 2005 NON-QUALIFIED STOCK COMPENSATION PLAN

1.    Purpose of Plan

      1.1   This AUGUST 2005 NON-QUALIFIED STOCK COMPENSATION PLAN (the "Plan")
            of B2Digital, Inc., a Delaware corporation (the "Company") for
            employees, directors, officers, consultants, advisors and other
            persons associated with the Company, is intended to advance the best
            interests of the Company by providing those persons who have a
            substantial responsibility for its management and growth with
            additional incentive and by increasing their proprietary interest in
            the success of the Company, thereby encouraging them to maintain
            their relationships with the Company. Further, the availability and
            offering of stock options and common stock under the Plan supports
            and increases the Company's ability to attract and retain
            individuals of exceptional talent upon whom, in large measure, the
            sustained progress, growth and profitability of the Company depends.

2.    Definitions

      2.1   For Plan purposes, except where the context might clearly indicate
            otherwise, the following terms shall have the meanings set forth
            below:

            "Board" shall mean the Board of Directors of the Company.

            "Committee" shall mean the Compensation Committee, or such other
            committee appointed by the Board, which shall be designated by the
            Board to administer the Plan, or the Board if no committees have
            been established. The Committee shall be composed of three or more
            persons as from time to time are appointed to serve by the Board.
            Each member of the Committee, while serving as such, shall be a
            disinterested person with the meaning of Rule 16b-3 promulgated
            under the Securities Exchange Act of 1934.

            "Common Shares" shall mean the Company's Common Shares, $.001 par
            value per share, or, in the event that the outstanding Common Shares
            are hereafter changed into or exchanged for different shares of
            securities of the Company, such other shares or securities.

            "Company" shall mean B2Digital, Inc, a Delaware corporation, and any
            parent or subsidiary corporation of B2Digital, Inc. as such terms
            are defined in Sections 425(e) and 425(f), respectively, of the
            Code.

            "Fair Market Value" shall mean, with respect to the date a given
            stock option is granted or exercised, the average of the highest and
            lowest reported sales prices of the Common Shares, as reported by
            such responsible reporting service as the Committee may select, or
            if there were not transactions in the Common Shares on such day,
            then the last preceding day on which transactions took place. The
            above withstanding, the Committee may determine the Fair Market
            Value in such other manner as it may deem more equitable for Plan
            purposes or as is required by applicable laws or regulations.

            "Optionee" shall mean an employee of the company who has been
            granted one or more Stock Options under the Plan.

            "Common Stock" shall mean shares of common stock which are issued by
            the Company pursuant to Section 5, below.

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            "Common Stockholder" means the employee of, consultant to, or
            director of the Company or other person to whom shares of Common
            Stock are issued pursuant to this Plan.

            "Common Stock Agreement" means an agreement executed by a Common
            Stockholder and the Company as contemplated by Section 5, below,
            which imposes on the shares of Common Stock held by the Common
            Stockholder such restrictions as the Board or Committee deem
            appropriate.

            "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean
            a stock option granted pursuant to the terms of the Plan.

            "Stock Option Agreement" shall mean the agreement between the
            Company and the Optionee under which the Optionee may purchase
            Common Shares hereunder.

3.    Administration of the Plan

      3.1   The Committee shall administer the Plan and accordingly, it shall
            have full power to grant Stock Options and Common Stock, construe
            and interpret the Plan, establish rules and regulations and perform
            all other acts, including the delegation of administrative
            responsibilities, it believes reasonable and proper.

      3.2   The determination of those eligible to receive Stock Options and
            Common Stock, and the amount, type and timing of each grant and the
            terms and conditions of the respective stock option agreements and
            Common Stock Agreements shall rest in the sole discretion of the
            Committee, subject to the provisions of the Plan.

      3.3   The Committee may cancel any Stock Options awarded under the Plan if
            an Optionee conducts himself in a manner which the Committee
            determines to be inimical to the best interest of the Company, as
            set forth more fully in paragraph 8 of Article 11 of the Plan.

      3.4   The Board, or the Committee, may correct any defect, supply any
            omission or reconcile any inconsistency in the Plan, or in any
            granted Stock Option, in the manner and to the extent it shall deem
            necessary to carry it into effect.

      3.5   Any decision made, or action taken, by the Committee or the Board
            arising out of or in connection with the interpretation and
            administration of the Plan shall be final and conclusive.

      3.6   Meetings of the Committee shall be held at such times and places as
            shall be determined by the Committee. A majority of the members of
            the Committee shall constitute a quorum for the transaction of
            business, and the vote of a majority of those members present at any
            meeting shall decide any question brought before that meeting. In
            addition, the Committee may take any action otherwise proper under
            the Plan by the affirmative vote, taken without a meeting, of a
            majority of its members.

      3.7   No member of the Committee shall be liable for any act or omission
            of any other member of the Committee or for any act or omission on
            his own part, including, but not limited to, the exercise of any
            power or discretion given to him under the Plan, except those
            resulting from his own gross negligence or willful misconduct.

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      3.8   The Company, through its management, shall supply full and timely
            information to the Committee on all matters relating to the
            eligibility of Optionees, their duties and performance, and current
            information on any Optionee's death, retirement, disability or other
            termination of association with the Company, and such other
            pertinent information as the Committee may require. The Company
            shall furnish the Committee with such clerical and other assistance
            as is necessary in the performance of its duties hereunder.

4.    Shares Subject to the Plan

      4.1   The total number of shares of the Company available for grants of
            Stock Options and Common Stock under the Plan shall be 300,000,000
            Common Shares, subject to adjustment in accordance with Article 7 of
            the Plan, which shares may be either authorized but unissued or
            reacquired Common Shares of the Company.

      4.2   If a Stock Option or portion thereof shall expire or terminate for
            any reason without having been exercised in full, the unpurchased
            shares covered by such NQSO shall be available for future grants of
            Stock Options.

5.    Award Of Common Stock

      5.1   The Board or Committee from time to time, in its absolute
            discretion, may (a) award Common Stock to employees of, consultants
            to, and directors of the Company, and such other persons as the
            Board or Committee may select, and (b) permit Holders of Options to
            exercise such Options prior to full vesting therein and hold the
            Common Shares issued upon exercise of the Option as Common Stock. In
            either such event, the owner of such Common Stock shall hold such
            stock subject to such vesting schedule as the Board or Committee may
            impose or such vesting schedule to which the Option was subject, as
            determined in the discretion of the Board or Committee.

      5.2   Common Stock shall be issued only pursuant to a Common Stock
            Agreement, which shall be executed by the Common Stockholder and the
            Company and which shall contain such terms and conditions as the
            Board or Committee shall determine consistent with this Plan,
            including such restrictions on transfer as are imposed by the Common
            Stock Agreement.

      5.3   Upon delivery of the shares of Common Stock to the Common
            Stockholder, below, the Common Stockholder shall have, unless
            otherwise provided by the Board or Committee, all the rights of a
            stockholder with respect to said shares, subject to the restrictions
            in the Common Stock Agreement, including the right to receive all
            dividends and other distributions paid or made with respect to the
            Common Stock.

      5.4.  Notwithstanding anything in this Plan or any Common Stock Agreement
            to the contrary, no Common Stockholders may sell or otherwise
            transfer, whether or not for value, any of the Common Stock prior to
            the date on which the Common Stockholder is vested therein.

      5.5   All shares of Common Stock issued under this Plan (including any
            shares of Common Stock and other securities issued with respect to
            the shares of Common Stock as a result of stock dividends, stock
            splits or similar changes in the capital structure of the Company)
            shall be subject to such restrictions as the Board or Committee
            shall provide, which restrictions may include, without limitation,
            restrictions concerning voting rights, transferability of the Common
            Stock and restrictions based on duration of employment with the
            Company, Company performance and individual performance; provided
            that the Board or Committee may, on such terms and conditions as it
            may determine to be appropriate, remove any or all of such
            restrictions. Common Stock may not be sold or encumbered until all
            applicable restrictions have terminated or expire. The restrictions,
            if any, imposed by the Board or Committee or the Board under this
            Section 5 need not be identical for all Common Stock and the
            imposition of any restrictions with respect to any Common Stock
            shall not require the imposition of the same or any other
            restrictions with respect to any other Common Stock.

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      5.6   Each Common Stock Agreement shall provide that the Company shall
            have the right to repurchase from the Common Stockholder the
            unvested Common Stock upon a termination of employment, termination
            of directorship or termination of a consultancy arrangement, as
            applicable, at a cash price per share equal to the purchase price
            paid by the Common Stockholder for such Common Stock.

      5.7   In the discretion of the Board or Committee, the Common Stock
            Agreement may provide that the Company shall have the a right of
            first refusal with respect to the Common Stock and a right to
            repurchase the vested Common Stock upon a termination of the Common
            Stockholder's employment with the Company, the termination of the
            Common Stockholder's consulting arrangement with the Company, the
            termination of the Common Stockholder's service on the Company's
            Board, or such other events as the Board or Committee may deem
            appropriate.

      5.8   The Board or Committee shall cause a legend or legends to be placed
            on certificates representing shares of Common Stock that are subject
            to restrictions under Common Stock Agreements, which legend or
            legends shall make appropriate reference to the applicable
            restrictions.

6.    Stock Option Terms and Conditions

      6.1   Consistent with the Plan's purpose, Stock Options may be granted to
            non-employee directors of the Company or other persons who are
            performing or who have been engaged to perform services of special
            importance to the management, operation or development of the
            Company.

      6.2   All Stock Options granted under the Plan shall be evidenced by
            agreements which shall be subject to applicable provisions of the
            Plan, and such other provisions as the Committee may adopt,
            including the provisions set forth in paragraphs 2 through 11 of
            this Section 6.

      6.3   All Stock Options granted hereunder must be granted within ten years
            from the earlier of the date of this Plan is adopted or approved by
            the Company's shareholders.

      6.4   No Stock Option granted to any employee or 10% Shareholder shall be
            exercisable after the expiration of ten years from the date such
            NQSO is granted. The Committee, in its discretion, may provide that
            an Option shall be exercisable during such ten year period or during
            any lesser period of time.

            The Committee may establish installment exercise terms for a Stock
            Option such that the NQSO becomes fully exercisable in a series of
            cumulating portions. If an Optionee shall not, in any given
            installment period, purchase all the Common Shares which such
            Optionee is entitled to purchase within such installment period,
            such Optionee's right to purchase any Common Shares not purchased in
            such installment period shall continue until the expiration or
            sooner termination of such NQSO. The Committee may also accelerate
            the exercise of any NQSO. However, no NQSO, or any portion thereof,
            may be exercisable until thirty (30) days following date of grant
            ("30-Day Holding Period.").

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      6.5   A Stock Option, or portion thereof, shall be exercised by delivery
            of (i) a written notice of exercise of the Company specifying the
            number of common shares to be purchased, and (ii) payment of the
            full price of such Common Shares, as fully set forth in paragraph 6
            of this Section 6.

            No NQSO or installment thereof shall be exercisable except with
            respect to whole shares, and fractional share interests shall be
            disregarded. Not less than 100 Common Shares may be purchased at one
            time unless the number purchased is the total number at the time
            available for purchase under the NQSO. Until the Common Shares
            represented by an exercised NQSO are issued to an Optionee, he shall
            have none of the rights of a shareholder.

      6.6   The exercise price of a Stock Option, or portion thereof, may be
            paid:

            A.    In United States dollars, in cash or by cashier's check,
                  certified check, bank draft or money order, payable to the
                  order of the Company in an amount equal to the option price;
                  or

            B.    At the discretion of the Committee, through the delivery of
                  fully paid and nonassessable Common Shares, with an aggregate
                  Fair Market Value on the date the NQSO is exercised equal to
                  the option price, provided such tendered Shares have been
                  owned by the Optionee for at least one year prior to such
                  exercise; or

            C.    By a combination of both A and B above.

                  The Committee shall determine acceptable methods for tendering
                  Common Shares as payment upon exercise of a Stock Option and
                  may impose such limitations and prohibitions on the use of
                  Common Shares to exercise an NQSO as it deems appropriate.

      6.7   With the Optionee's consent, the Committee may cancel any Stock
            Option issued under this Plan and issue a new NQSO to such Optionee.

      6.8   Except by will or the laws of descent and distribution, no right or
            interest in any Stock Option granted under the Plan shall be
            assignable or transferable, and no right or interest of any Optionee
            shall be liable for, or subject to, any lien, obligation or
            liability of the Optionee. Stock Options shall be exercisable during
            the Optionee's lifetime only by the Optionee or the duly appointed
            legal representative of an incompetent Optionee.

      6.9   If the Optionee shall die while associated with the Company or
            within three months after termination of such association, the
            personal representative or administrator of the Optionee's estate or
            the person(s) to whom an NQSO granted hereunder shall have been
            validly transferred by such personal representative or administrator
            pursuant to the Optionee's will or the laws of descent and
            distribution, shall have the right to exercise the NQSO for one year
            after the date of the Optionee's death, to the extent (i) such NQSO
            was exercisable on the date of such termination of employment by
            death, and (ii) such NQSO was not exercised, and (iii) the exercise
            period may not be extended beyond the expiration of the term of the
            Option.

            No transfer of a Stock Option by the will of an Optionee or by the
            laws of descent and distribution shall be effective to bind the
            Company unless the Company shall have been furnished with written
            notice thereof and an authenticated copy of the will and/or such
            other evidence as the Committee may deem necessary to establish the
            validity of the transfer and the acceptance by the transferee or
            transferee of the terms and conditions by such Stock Option.

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            In the event of death following termination of the Optionee's
            association with the Company while any portion of an NQSO remains
            exercisable, the Committee, in its discretion, may provide for an
            extension of the exercise period of up to one year after the
            Optionee's death but not beyond the expiration of the term of the
            Stock Option.

      6.10  Any Optionee who disposes of Common Shares acquired on the exercise
            of a NQSO by sale or exchange either (i) within two years after the
            date of the grant of the NQSO under which the stock was acquired, or
            (ii) within one year after the acquisition of such Shares, shall
            notify the Company of such disposition and of the amount realized
            upon such disposition. The transfer of Common Shares may also be
            Common by applicable provisions of the Securities Act of 1933, as
            amended.

7.    Adjustments or Changes in Capitalization

      7.1   In the event that the outstanding Common Shares of the Company are
            hereafter changed into or exchanged for a different number or kind
            of shares or other securities of the Company by reason of merger,
            consolidation, other reorganization, recapitalization,
            reclassification, combination of shares, stock split-up or stock
            dividend:

            A.    Prompt, proportionate, equitable, lawful and adequate
                  adjustment shall be made of the aggregate number and kind of
                  shares subject to Stock Options which may be granted under the
                  Plan, such that the Optionee shall have the right to purchase
                  such Common Shares as may be issued in exchange for the Common
                  Shares purchasable on exercise of the NQSO had such merger,
                  consolidation, other reorganization, recapitalization,
                  reclassification, combination of shares, stock split-up or
                  stock dividend not taken place;

            B.    Rights under unexercised Stock Options or portions thereof
                  granted prior to any such change, both as to the number or
                  kind of shares and the exercise price per share, shall be
                  adjusted appropriately, provided that such adjustments shall
                  be made without change in the total exercise price applicable
                  to the unexercised portion of such NQSO's but by an adjustment
                  in the price for each share covered by such NQSO's; or

            C.    Upon any dissolution or liquidation of the Company or any
                  merger or combination in which the Company is not a surviving
                  corporation, each outstanding Stock Option granted hereunder
                  shall terminate, but the Optionee shall have the right,
                  immediately prior to such dissolution, liquidation, merger or
                  combination, to exercise his NQSO in whole or in part, to the
                  extent that it shall not have been exercised, without regard
                  to any installment exercise provisions in such NQSO.

      7.2   The foregoing adjustments and the manner of application of the
            foregoing provisions shall be determined solely by the Committee,
            whose determination as to what adjustments shall be made and the
            extent thereof, shall be final, binding and conclusive. No
            fractional Shares shall be issued under the Plan on account of any
            such adjustments.

8.    Merger, Consolidation or Tender Offer

      8.1   If the Company shall be a party to a binding agreement to any
            merger, consolidation or reorganization or sale of substantially all
            the assets of the Company, each outstanding Stock Option shall
            pertain and apply to the securities and/or property which a
            shareholder of the number of Common Shares of the Company subject to
            the NQSO would be entitled to receive pursuant to such merger,
            consolidation or reorganization or sale of assets.

      8.2   In the event that:

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            A.    Any person other than the Company shall acquire more than 20%
                  of the Common Shares of the Company through a tender offer,
                  exchange offer or otherwise;

            B.    A change in the "control" of the Company occurs, as such term
                  is defined in Rule 405 under the Securities Act of 1933;

            C.    There shall be a sale of all or substantially all of the
                  assets of the Company;

                  any then outstanding Stock Option held by an Optionee, who is
                  deemed by the Committee to be a statutory officer ("Insider")
                  for purposes of Section 16 of the Securities Exchange Act of
                  1934 shall be entitled to receive, subject to any action by
                  the Committee revoking such an entitlement as provided for
                  below, in lieu of exercise of such Stock Option, to the extent
                  that it is then exercisable, a cash payment in an amount equal
                  to the difference between the aggregate exercise price of such
                  NQSO, or portion thereof, and, (i) in the event of an offer or
                  similar event, the final offer price per share paid for Common
                  Shares, or such lower price as the Committee may determine to
                  conform an option to preserve its Stock Option status, times
                  the number of Common Shares covered by the NQSO or portion
                  thereof, or (ii) in the case of an event covered by B or C
                  above, the aggregate Fair Market Value of the Common Shares
                  covered by the Stock Option, as determined by the Committee at
                  such time.

      8.3   Any payment which the Company is required to make pursuant to
            paragraph 8.2 of this Section 8 shall be made within 15 business
            days, following the event which results in the Optionee's right to
            such payment. In the event of a tender offer in which fewer than all
            the shares which are validly tendered in compliance with such offer
            are purchased or exchanged, then only that portion of the shares
            covered by an NQSO as results from multiplying such shares by a
            fraction, the numerator of which is the number of Common Shares
            acquired pursuant to the offer and the denominator of which is the
            number of Common Shares tendered in compliance with such offer shall
            be used to determine the payment thereupon. To the extent that all
            or any portion of a Stock Option shall be affected by this
            provision, all or such portion of the NQSO shall be terminated.

      8.4   Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
            Committee may, by unanimous vote and resolution, unilaterally revoke
            the benefits of the above provisions; provided, however, that such
            vote is taken no later than ten business days following public
            announcement of the intent of an offer or the change of control,
            whichever occurs earlier.

9.    Amendment and Termination of Plan

      9.1   The Board may at any time, and from time to time, suspend or
            terminate the Plan in whole or in part or amend it from time to time
            in such respects as the Board may deem appropriate and in the best
            interest of the Company.

      9.2   No amendment, suspension or termination of this Plan shall, without
            the Optionee's consent, alter or impair any of the rights or
            obligations under any Stock Option theretofore granted to him under
            the Plan.

      9.3   The Board may amend the Plan, subject to the limitations cited
            above, in such manner as it deems necessary to permit the granting
            of Stock Options meeting the requirements of future amendments or
            issued regulations, if any, to the Code.

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      9.4   No NQSO may be granted during any suspension of the Plan or after
            termination of the Plan.

10.   Government and Other Regulations

      10.1  The obligation of the Company to issue, transfer and deliver Common
            Shares for Stock Options exercised under the Plan shall be subject
            to all applicable laws, regulations, rules, orders and approval
            which shall then be in effect and required by the relevant stock
            exchanges on which the Common Shares are traded and by government
            entities as set forth below or as the Committee in its sole
            discretion shall deem necessary or advisable. Specifically, in
            connection with the Securities Act of 1933, as amended, upon
            exercise of any Stock Option, the Company shall not be required to
            issue Common Shares unless the Committee has received evidence
            satisfactory to it to the effect that the Optionee will not transfer
            such shares except pursuant to a registration statement in effect
            under such Act or unless an opinion of counsel satisfactory to the
            Company has been received by the Company to the effect that such
            registration is not required. Any determination in this connection
            by the Committee shall be final, binding and conclusive. The Company
            may, but shall in no event be obligated to, take any other
            affirmative action in order to cause the exercise of a Stock Option
            or the issuance of Common Shares pursuant thereto to comply with any
            law or regulation of any government authority.

11.   Miscellaneous Provisions

      11.1  No person shall have any claim or right to be granted a Stock Option
            or Common Stock under the Plan, and the grant of an NQSO or Common
            Stock under the Plan shall not be construed as giving an Optionee or
            Common Stockholder the right to be retained by the Company.
            Furthermore, the Company expressly reserves the right at any time to
            terminate its relationship with an Optionee with or without cause,
            free from any liability, or any claim under the Plan, except as
            provided herein, in an option agreement, or in any agreement between
            the Company and the Optionee.

      11.2  Any expenses of administering this Plan shall be borne by the
            Company.

      11.3  The payment received from Optionee from the exercise of Stock
            Options under the Plan shall be used for the general corporate
            purposes of the Company.

      11.4  The place of administration of the Plan shall be in the State of
            California, and the validity, construction, interpretation,
            administration and effect of the Plan and of its rules and
            regulations, and rights relating to the Plan, shall be determined
            solely in accordance with the laws of the State of California.

      11.5  Without amending the Plan, grants may be made to persons who are
            foreign nationals or employed outside the United States, or both, on
            such terms and conditions, consistent with the Plan's purpose,
            different from those specified in the Plan as may, in the judgment
            of the Committee, be necessary or desirable to create equitable
            opportunities given differences in tax laws in other countries.

      11.6  In addition to such other rights of indemnification as they may have
            as members of the Board or the Committee, the members of the
            Committee shall be indemnified by the Company against all costs and
            expenses reasonably incurred by them in connection with any action,
            suit or proceeding to which they or any of them may be party by
            reason of any action taken or failure to act under or in connection
            with the Plan or any Stock Option granted thereunder, and against
            all amounts paid by them in settlement thereof (provided such
            settlement is approved by independent legal counsel selected by the
            Company) or paid by them in satisfaction of a judgment in any such
            action, suit or proceeding, except a judgment based upon a finding
            of bad faith; provided that upon the institution of any such action,
            suit or proceeding a Committee member shall, in writing, give the
            Company notice thereof and an opportunity, at its own expense, to
            handle and defend the same, with counsel acceptable to the Optionee,
            before such Committee member undertakes to handle and defend it on
            his own behalf.

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      11.7  Stock Options may be granted under this Plan from time to time, in
            substitution for stock options held by employees of other
            corporations who are about to become employees of the Company as the
            result of a merger or consolidation of the employing corporation
            with the Company or the acquisition by the Company of the assets of
            the employing corporation or the acquisition by the Company of stock
            of the employing corporation as a result of which it becomes a
            subsidiary of the Company. The terms and conditions of such
            substitute stock options so granted may vary from the terms and
            conditions set forth in this Plan to such extent as the Board of
            Directors of the Company at the time of grant may deem appropriate
            to conform, in whole or in part, to the provisions of the stock
            options in substitution for which they are granted, but no such
            variations shall be such as to affect the status of any such
            substitute stock options as a stock option under Section 422A of the
            Code.

      11.8  Notwithstanding anything to the contrary in the Plan, if the
            Committee finds by a majority vote, after full consideration of the
            facts presented on behalf of both the Company and the Optionee, that
            the Optionee has been engaged in fraud, embezzlement, theft, insider
            trading in the Company's stock, commission of a felony or proven
            dishonesty in the course of his association with the Company or any
            subsidiary corporation which damaged the Company or any subsidiary
            corporation, or for disclosing trade secrets of the Company or any
            subsidiary corporation, the Optionee shall forfeit all unexercised
            Stock Options and all exercised NQSO's under which the Company has
            not yet delivered the certificates and which have been earlier
            granted to the Optionee by the Committee. The decision of the
            Committee as to the cause of an Optionee's discharge and the damage
            done to the Company shall be final. No decision of the Committee,
            however, shall affect the finality of the discharge of such Optionee
            by the Company or any subsidiary corporation in any manner.

12.   Written Agreement

      12.1  Each Stock Option granted hereunder shall be embodied in a written
            Stock Option Agreement which shall be subject to the terms and
            conditions prescribed above and shall be signed by the Optionee and
            by the President or any Vice President of the Company, for and in
            the name and on behalf of the Company. Such Stock Option Agreement
            shall contain such other provisions as the Committee, in its
            discretion shall deem advisable.

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Number of Shares:                               Date of Grant:
                  --------------------------                   --------------

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

      AGREEMENT made this        day of            200  , between
                          ------        ----------    --          --------------
(the "Optionee"), and B2Digital, Inc. (the "Company").

1.    Grant of Option

      The Company, pursuant to the provisions of the August 2005 Non-Qualified
      Stock Compensation Plan (the "Plan"), adopted by the Board of Directors on
      ______, 2005, the Company hereby grants to the Optionee, subject to the
      terms and conditions set forth or incorporated herein, an option to
      purchase from the Company all or any part of an aggregate of _____ shares
      of its $.001 par value common stock, as such common stock is now
      constituted, at the purchase price of $ per share. The provisions of the
      Plan governing the terms and conditions of the Option granted hereby are
      incorporated in full herein by reference.

2.    Exercise

      The Option evidenced hereby shall be exercisable in whole or in part on or
      after ______ and on or before ______, provided that the cumulative number
      of shares of common stock as to which this Option may be exercised (except
      in the event of death, retirement, or permanent and total disability, as
      provided in paragraph 6.9 of the Plan) shall not exceed the following
      amounts:

      Cumulative Number        Prior to Date
          of Shares         (Note Inclusive of)
          ---------         -------------------

The Option evidenced hereby shall be exercisable by the delivery to and receipt
by the Company of (i) written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or by a combination thereof, and (iii) by return of this Stock Option Agreement
for endorsement of exercise by the Company on Schedule I hereof. In the event
fully paid and nonassessable common stock is submitted as whole or partial
payment for shares to be purchased hereunder, such common stock will be valued
at their Fair Market Value (as defined in the Plan) on the date such shares
received by the Company are applied to payment of the exercise price.

<PAGE>

3.    Transferability

      The Option evidenced hereby is not assignable or transferable by the
      Optionee other than by the Optionee's will or by the laws of descent and
      distribution, as provided in paragraph 6.9 of the Plan. The Option shall
      be exercisable only by the Optionee during his lifetime.

                                         B2Digital, Inc.

                                         By:
                                            ---------------------------------
                                         Name:
ATTEST:                                  Title:

------------------------
Secretary

      Optionee hereby acknowledges receipt of a copy of the Plan, attached
hereto and accepts this Option subject to each and every term and provision of
such Plan. Optionee hereby agrees to accept as binding, conclusive and final,
all decisions or interpretations of the of the Board of Directors administering
the Plan on any questions arising under such Plan. Optionee recognizes that if
Optionee's employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion or
satisfactory performance by Optionee (except as otherwise provided in paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Stock Option granted to
Optionee before the date of grant of this Option.

Dated:
      -----------------                  ---------------------------------------
                                         Optionee

                                         ---------------------------------------
                                         Print Name

                                         ---------------------------------------
                                         Address

                                         ---------------------------------------
                                         Social Security No.

<PAGE>

ATTACHMENT B

                               NOTICE OF EXERCISE

To: B2Digital, Inc.

(1)______The undersigned hereby elects to purchase ________ shares of Common
Shares (the "Common Shares"), of B2Digital, Inc. pursuant to the terms of the
attached Non-Qualified Stock Option Agreement, and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.

(2)______Please issue a certificate or certificates representing said shares of
Common Shares in the name of the undersigned or in such other name as is
specified below:

                -------------------------------
                (Name)

                -------------------------------
                (Address)
                -------------------------------

Dated:

                                        ------------------------------
                                        Signature

<PAGE>

Optionee:                            Date of Grant:
         -------------------------                  ----------------------------

                                   SCHEDULE I

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DATE        SHARES PURCHASED    PAYMENT RECEIVED     UNEXERCISED     ISSUING
                                                     SHARES          OFFICER
                                                     REMAINING       INITIALS
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