EXHIBIT  10.1





                              DIGITAL BRIDGE, INC.
                            2000 STOCK INCENTIVE PLAN





                       ADOPTED EFFECTIVE OCTOBER 23, 2000






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<TABLE>
<CAPTION>
TABLE  OF  CONTENTS

<S>         <C>                                                               <C>
ARTICLE 1.  PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . ii

ARTICLE 2.  EFFECTIVE DATE AND TERM OF PLAN . . . . . . . . . . . . . . . . . ii

2.1         TERM OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . .ii
2.2         EFFECT ON AWARDS . . . . . . . . . . . . . . . . . . . . . . . . .ii
2.3         STOCKHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . . . . .ii

ARTICLE 3.  SHARES SUBJECT TO PLAN

3.1         RESERVED NUMBER OF SHARES . . . . . . . . . . . . . . . . . . . . ii
3.2         SOURCE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . .ii
3.3         AVAILABILITY OF UNUSED SHARES . . . . . . . . . . . . . . . . . . ii
3.4         ADJUSTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . ii
3.5         SUBSTITUTE AWARDS . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 4.  ADMINISTRATION OF PLAN

4.1         ADMINISTERING BODY . . . . . . . . . . . . . . . . . . . . . . . .3
4.2         AUTHORITY OF ADMINISTERING BODY . . . . . . . . . . . . . . . . . 4
4.3         ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.4         NO LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4.5         AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4.6         OTHER COMPENSATION PLANS . . . . . . . . . . . . . . . . . . . . .5
4.7         PLAN BINDING ON SUCCESSORS . . . . . . . . . . . . . . . . . . . .5
4.8         REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES . . . . . 5
4.9         ISSUANCES FOR COMPENSATION PURPOSES ONLY . . . . . . . . . . . . .5
4.10        INVALID PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .5
4.11        GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 5.  GENERAL AWARD PROVISIONS

5.1         PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . . . . . 5
5.2         AWARD AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .5
5.3         EXERCISE OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . .6
5.4         PAYMENT FOR AWARDS . . . . . . . . . . . . . . . . . . . . . . . .6
5.5         NO EMPLOYMENT OR OTHER CONTINUING RIGHTS . . . . . . . . . . . . .6
5.6         RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS . . . . . . . .7
5.7         ADDITIONAL CONDITIONS . . . . . . . . . . . . . . . . . . . . . . 7
5.8         NO PRIVILEGES OF STOCK OWNERSHIP . . . . . . . . . . . . . . . . .8
5.9         NON-TRANSFERABLE . . . . . . . . . . . . . . . . . . . . . . . . .8
5.10        INFORMATION TO RECIPIENTS . . . . . . . . . . . . . . . . . . . . 8
5.11        WITHHOLDING TAXES . . . . . . . . . . . . . . . . . . . . . . . . 9
5.12        LEGENDS ON COMMON STOCK CERTIFICATES . . . . . . . . . . . . . . .9
5.13        EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS-EMPLOYEES ONLY . . .9
5.14        EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS-NON-EMPLOYEES ONLY  10
5.15        TRANSFER; LEAVE OF ABSENCE . . . . . . . . . . . . . . . . . . . .10
5.16        LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS . . . . . . . . . . .10

ARTICLE 6.  STOCK OPTIONS

6.1         NATURE OF STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . 10
6.2         OPTION EXERCISE PRICE . . . . . . . . . . . . . . . . . . . . . . 11
6.3         OPTION PERIOD AND VESTING . . . . . . . . . . . . . . . . . . . . 11
6.4         SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS . . . . . . .11
6.6         RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .11


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

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ARTICLE 7.  RESTRICTED STOCK AWARDS

7.1         NATURE OF RESTRICTED STOCK AWARDS . . . . . . . . . . . . . . . . 11
7.2         RIGHTS AS A STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . 12
7.3         RESTRICTIONS  ERROR! BOOKMARK NOT DEFINED. . . . . . . . . . . . .12
7.4         REPURCHASE OF RESTRICTED STOCK . . . . . . . . . . . . . . . . . .12
7.5         ESCROWS  ERROR! BOOKMARK NOT DEFINED. . . . . . . . . . . . . . . 12
7.6         VESTING OF RESTRICTED STOCK . . . . . . . . . . . . . . . . . . . 12
7.7         WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS . . . . . . . . . .12

ARTICLE 8.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>


                              DIGITAL BRIDGE, INC.
                           2000 STOCK INCENTIVE PLAN

            _______________________________________________________

1.     PURPOSE  OF  PLAN

The  Company  adopted  this  Plan  to  promote the interests of the Company, its
Affiliated  Entities  and  their  respective  stockholders  by  using investment
interests  in  the  Company to attract, retain and motivate management and other
persons, including officers, directors, employees and certain consultants of the
Company  and  the  Affiliated  Entities  to  encourage  and reward such persons'
contributions  to  the  performance  of the Company and to align their interests
with  the  interests  of  the  Company's  stockholders.  Capitalized  terms  not
otherwise  defined herein shall have the meanings ascribed to them in Article 8.

2.     EFFECTIVE  DATE  AND  TERM  OF  PLAN

4.3     TERM  OF  PLAN.  This Plan became effective as of the Effective Date and
        --------------
shall  continue  in  effect  until  the Expiration Date, at which time this Plan
shall  automatically  terminate.

4.3     EFFECT  ON  AWARDS.  Awards  may be granted during the Plan Term, but no
        ------------------
Awards  may be granted after the Plan Term.  Notwithstanding the foregoing, each
Award  properly  granted  under  this  Plan during the Plan Term shall remain in
effect  after  termination  of  this  Plan  until such Award has been exercised,
terminated or expired, as applicable, in accordance with its terms and the terms
of  this  Plan.

4.3     STOCKHOLDER  APPROVAL.  This  Plan  shall  be  approved by the Company's
        ---------------------
stockholders  within  twelve  (12)  months  after  the  Effective  Date.  The
effectiveness  of any Awards granted prior to such stockholder approval shall be
specifically  subject  to,  and  conditioned  upon,  such stockholder approval.

3.     SHARES  SUBJECT  TO  PLAN

4.3     RESERVED NUMBER OF SHARES.  The maximum number of shares of Common Stock
        -------------------------
reserved  and  available  for  issuance  under  this Plan shall be three million
(3,000,000),  subject  to  adjustment  as  set  forth  in  Section  3.4.
                                                           ------------

4.3     SOURCE OF SHARES.  The Common Stock to be issued under this Plan will be
        ----------------
made  available,  at  the  discretion  of  the Board, either from authorized but
unissued shares of Common Stock or from previously issued shares of Common Stock
reacquired  by  the  Company,  including  shares  purchased on the open market.

4.3     AVAILABILITY OF UNUSED SHARES.  Shares of Common Stock subject to and/or
        -----------------------------
underlying any unexercised, unearned or yet-to-be acquired portions of any Award
granted  under  this  Plan that expire, terminate or are canceled, and shares of
Common  Stock  issued  pursuant to Awards under this Plan that are reacquired by
the  Company  pursuant  to  the  terms under which such shares were issued, will
again  become  available  for  the  grant  of  further  Awards  under this Plan.
Notwithstanding  the  provisions  of this Section 3.3, no shares of Common Stock
                                          -----------
may  again  be  optioned,  granted  or  awarded  if  such  action would cause an
Incentive  Stock  Option  to  fail to qualify as an incentive stock option under
Section  422  of  the  IRC  or  any  successor  statute  thereto.

4.3     ADJUSTMENT  PROVISIONS.
        ----------------------

     (a) If (i) the  outstanding  shares  of  Common  Stock of the  Company  are
     increased,  decreased or exchanged for a different number or kind of shares
     or other securities,  or if additional shares or new or different shares or
     other  securities are distributed in respect of such shares of Common Stock
     (or any stock or securities  received  with respect to such Common  Stock),
     through merger, consolidation, sale or exchange of all or substantially all
     of  the   assets   of  the   Company,   reorganization,   recapitalization,
     reclassification,   stock  dividend,  stock  split,  reverse  stock  split,
     spin-off or other  distribution with respect to such shares of Common Stock
     (or any stock or securities received with respect to such Common Stock), or
     (ii) the value of the outstanding  shares of Common Stock of the Company is
     reduced by reason of an  extraordinary  cash dividend,  an appropriate  and
     proportionate  adjustment may be made in (1) the maximum number and kind of
     shares or securities available for issuance under this Plan, (2) the number
     and kind of  shares  or other  securities  that can be  granted  to any one
     individual  Recipient  under his or her Awards,  (3) the number and kind of
     shares or other securities  subject to then  outstanding  Awards under this
     Plan,  and/or  (4) the  price  for each  share or other  unit of any  other
     securities  subject to then  outstanding  Awards  under this Plan,  without
     changing the aggregate  exercise price (i.e., the exercise price multiplied
     by the number of securities comprising such Awards) as to which such Awards
     remain exercisable.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)
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<PAGE>
     (b) No fractional  interests  will be issued under this Plan resulting from
     any adjustments,  but the Administering  Body, in its sole discretion,  may
     make a cash  payment  in lieu of any  fractional  shares  of  Common  Stock
     issuable as a result of such adjustments.

     (c) To the  extent any  adjustments  relate to stock or  securities  of the
     Company,  such adjustments shall be made by the  Administering  Body, whose
     determination in that respect shall be final, binding and conclusive.

     (d) The grant of Awards  pursuant  to this Plan shall not affect in any way
     the right or power of the Company to make  adjustments,  reclassifications,
     reorganizations or changes of its capital or business structure or to merge
     or to consolidate or to dissolve, liquidate or sell, or transfer all or any
     part of its business or assets.

     (e) No adjustment  to the terms of an Incentive  Stock Option shall be made
     unless  such  adjustment  either (i) would not cause such  Incentive  Stock
     Option to lose its status as an incentive stock option under the provisions
     of the IRC or (ii) is agreed to in  writing by the  Administering  Body and
     the Recipient.

4.3     SUBSTITUTE  AWARDS.  The  Administering Body may grant Awards under this
        ------------------
Plan  in  substitution  for  stock  and  stock based awards held by employees of
another  corporation who become employees of the Company or an Affiliated Entity
as  a  result  of  a  merger, consolidation or other business combination of the
employing  corporation  with  the  Corporation  or  an  Affiliated Entity or the
acquisition  by  the Company or an Affiliated Entity of property or stock of the
employing  corporation.  The  Administering  Body may direct that the substitute
Awards  be  granted  on  such  terms  and  conditions  as the Administering Body
considers  appropriate  in  the  circumstances.

4.     ADMINISTRATION  OF  PLAN

4.1     ADMINISTERING  BODY.
        -------------------

(a)     Subject  to  the  provisions  of  Section 4.1(b)(ii), this Plan shall be
                                          ------------------
administered  by the Board or by the Stock Incentive Plan Committee of the Board
appointed  pursuant  to  Section  4.1(b). The Stock Incentive Plan Committee may
                         ---------------
(but  is  not  required to), in the discretion of the Board, consist of the same
members  as  the compensation committee of the Board, if such committee has been
appointed.

(b)

(i)     The  Board  in its sole discretion may from time to time appoint a Stock
Incentive  Plan  Committee  consisting of not less than two (2) Board members to
administer  this  Plan  and,  subject  to applicable law, to exercise all of the
powers,  authority  and  discretion of the Board under this Plan.  The Board may
from  time  to  time  increase or decrease (but not below two (2)) the number of
members  of  the  Stock  Incentive Plan Committee, remove from membership on the
Stock Incentive Plan Committee all or any portion of its members, and/or appoint
such  person  or persons as it desires to fill any vacancy existing on the Stock
Incentive  Plan  Committee, whether caused by removal, resignation or otherwise.
The Board may disband the Stock Incentive Plan Committee at any time and thereby
revest  in  the  Board  the  administration  of  this  Plan.

(ii)     Notwithstanding  the  foregoing  provisions of Section 4.1(b)(i) to the
                                                        -----------------
contrary,  so long as the Company remains an Exchange Act Registered Company and
if  the  Company  has  not,  by  action  of the Board, elected to opt out of the
provisions  of  this  Section  4.1(b)(ii), (1) the Board shall appoint the Stock
                      -------------------
Incentive  Plan  Committee,  (2)  this  Plan  shall be administered by the Stock
Incentive  Plan  Committee  and  (3)  each  member  of  the Stock Incentive Plan
Committee  shall  be a Non-Employee Director, and, in addition, if Awards are to
be  made  to  persons  subject  to Section 162(m) of the IRC and such Awards are
intended  to  constitute Performance-Based Compensation, then each member of the
Stock  Incentive  Plan  Committee  shall,  in  addition  to being a Non-Employee
Director,  be  an  Outside  Director.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

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<PAGE>
(iii)     The Stock Incentive Plan Committee shall report to the Board the names
of  Eligible  Persons  granted  Awards, the type of Award granted, the number of
shares  of  Common  Stock issuable pursuant to such Award, if any, and the terms
and  conditions  of  each  such  Award.

4.3     AUTHORITY  OF  ADMINISTERING  BODY.
        ----------------------------------

(a)     Subject  to  the express provisions of this Plan, the Administering Body
shall  have  the power to interpret and construe this Plan and any agreements or
other  documents  defining  the  rights  and obligations of the Company and such
Eligible  Persons  who  have  been  granted  Awards hereunder and thereunder, to
determine  all  questions  arising  hereunder and thereunder, to adopt and amend
such  rules  and regulations for the administration hereof and thereof as it may
deem  desirable,  and  otherwise  to  carry  out the terms of this Plan and such
agreements  and  other  documents.  The  interpretation  and construction by the
Administering  Body  of  any  provisions  of  this Plan or of any Award shall be
conclusive  and binding.  Any action taken by, or inaction of, the Administering
Body  relating to this Plan or any Award shall be within the absolute discretion
of  the Administering Body and shall be conclusive and binding upon all persons.
Subject only to compliance with the express provisions hereof, the Administering
Body  may act in its absolute discretion in matters related to this Plan and any
and  all  Awards.

(b)     Subject  to  the express provisions of this Plan, the Administering Body
may  from  time to time, in its discretion, select the Eligible Persons to whom,
and  the time or times at which such Awards shall be granted, the nature of each
Award,  the  number  of  shares  of  Common Stock that comprise or underlie each
Award, the period for the purchase or exercise of each Award, as applicable, the
Performance  Criteria  applicable to the Award, if any, and such other terms and
conditions  applicable  to each individual Award as the Administering Body shall
determine.  The  Administering  Body  may  grant,  at any time, new Awards to an
Eligible Person who has previously received Awards whether such prior Awards are
still  outstanding,  have  previously been canceled, disposed of or exercised in
whole or in part, as applicable, or are canceled in connection with the issuance
of  new  Awards.  The Administering Body may grant Awards singly, in combination
or in tandem with other Awards, as it determines in its discretion.  Any and all
terms  and  conditions  of the Awards, including the purchase or exercise price,
may be established by the Administering Body without regard to existing Awards.

(c)     Any  action of the Administering Body with respect to the administration
of this Plan shall be taken pursuant to a majority vote of the authorized number
of  members of the Administering Body or by the unanimous written consent of its
members;  provided,  however,  that  (i)  if the Administering Body is the Stock
Incentive  Plan  Committee  and consists of two (2) members, then actions of the
Administering  Body  must be unanimous and (ii) if the Administering Body is the
Board,  actions  taken  at  a meeting of the Board shall be valid if approved by
directors  constituting  a  majority  of  the required quorum for such meeting.

4.3     ELIGIBILITY.  Only  Eligible Persons shall be eligible to receive Awards
        -----------
under  this  Plan  as  shall be selected and determined from time to time by the
Administering  Body,  in  its  sole  and  absolute  discretion.

4.4     NO  LIABILITY.  No  member  of  the  Board  or  the Stock Incentive Plan
        -------------
Committee or any designee thereof will be liable for any action or inaction with
respect  to this Plan or any Award or any transaction arising under this Plan or
any  Award, except in circumstances constituting bad faith or willful misconduct
of  such  member.

4.5     AMENDMENTS.
        ----------

(a)     The Administering Body may, insofar as permitted by applicable law, rule
or  regulation,  from time to time suspend or discontinue this Plan or revise or
amend  it in any respect whatsoever, and this Plan as so revised or amended will
govern  all  Awards  hereunder,  including those granted before such revision or
amendment;  provided,  however,  that no such revision or amendment shall alter,
impair  or diminish any rights or obligations under any Award previously granted
under this Plan, without the written consent of the Recipient.  Without limiting
the  generality  of the foregoing, the Administering Body is authorized to amend
this  Plan  to  comply  with or take advantage of amendments to applicable laws,
rules  or  regulations, including amendments to the Securities Act, Exchange Act
or  the  IRC or any rules or regulations promulgated thereunder.  No stockholder
approval  of any amendment or revision shall be required unless such approval is
required by (i) applicable law, rule or regulation or (ii) any stock exchange or
automated  quotation  system  then  listing  the  shares  of  Common  Stock.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

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<PAGE>
(b)     The  Administering  Body  may,  with the written consent of a Recipient,
make  such  modifications  in  the  terms and conditions of an Award as it deems
advisable.  Without  limiting the generality of the foregoing, the Administering
Body  may,  in its discretion with the written consent of Recipient, at any time
and  from time to time after the grant of any Award (i) accelerate or extend the
vesting  or  exercise  period of any Award as a whole or in part, (ii) adjust or
reduce  the  purchase  or  exercise price, as applicable, of Awards held by such
Recipient  by  cancellation  of  such  Awards  and  granting  of Awards at lower
purchase  or  exercise  prices  or by modification, extension or renewal of such
Awards  and (iii) reduce or otherwise modify the Performance Criteria applicable
to  any  Award.  In  the case of Incentive Stock Options, Recipients acknowledge
that extensions of the exercise period and other modifications may result in the
loss  of  the  favorable  tax  treatment  afforded incentive stock options under
Section  422  of  the  IRC.

(c)     Except  as  otherwise  provided  in this Plan or in the applicable Award
Agreement,  no amendment, revision, suspension or termination of this Plan will,
without  the  written  consent  of  the  Recipient,  alter, terminate, impair or
adversely  affect  any  right  or  obligation under any Award previously granted
under  this  Plan.

4.6     OTHER  COMPENSATION  PLANS.  The  adoption of this Plan shall not affect
        --------------------------
any  other  stock  option,  securities purchase, incentive or other compensation
plans in effect for the Company or an Affiliated Entity, and this Plan shall not
preclude  the  Company or an Affiliated Entity from establishing any other forms
of  incentive  or  other  compensation  for Employees, Directors, Consultants or
others,  whether  or  not  approved  by  stockholders.

4.7     PLAN  BINDING  ON  SUCCESSORS.  This  Plan  shall  be  binding  upon the
        -----------------------------
successors  and  assigns  of  the  Company.

4.8     REFERENCES  TO SUCCESSOR STATUTES, REGULATIONS AND RULES.  Any reference
        --------------------------------------------------------
in this Plan to a particular statute, regulation or rule shall also refer to any
successor  provision  of  such  statute,  regulation  or  rule.

4.9     ISSUANCES  FOR  COMPENSATION  PURPOSES  ONLY.  This  Plan constitutes an
        --------------------------------------------
"employee  benefit plan" as defined in Rule 405 promulgated under the Securities
Act.  Awards  to eligible Employees or Directors shall be granted for any lawful
consideration,  including  compensation  for  services  rendered  or  otherwise.
Awards  to  eligible Consultants shall be granted only in exchange for bona fide
services  rendered by such consultants or advisors and such services must not be
in  connection  with  the  offer  and  sale  of  securities in a capital-raising
transaction.

4.10     INVALID  PROVISIONS.  In  the  event that any provision of this Plan is
         -------------------
found  to  be  invalid or otherwise unenforceable under any applicable law, such
invalidity  or  unenforceability  shall  not be construed as rendering any other
provisions  contained  herein  invalid  or  unenforceable,  and  all  such other
provisions shall be given full force and effect to the same extent as though the
invalid  and  unenforceable  provision  were  not  contained  herein.

4.11     GOVERNING  LAW.  This  Plan  shall  be  governed  by and interpreted in
         --------------
accordance  with the internal laws of the State of Nevada, without giving effect
to  the  principles  of  the  conflicts  of  laws  thereof.

1.     GENERAL  AWARD  PROVISIONS

5.1     PARTICIPATION  IN  THE  PLAN.
        ----------------------------

(a)     A  person  shall be eligible to receive Award grants under this Plan if,
at  the  time  of  the  grant of such Award, such person is an Eligible Person.

(b)     Incentive  Stock Options may be granted only to Employees satisfying the
employment  requirements  of  Section  422  of  the  IRC.

(c)     Notwithstanding  anything to the contrary herein, the Administering Body
may,  in  order to fulfill the purposes of this Plan, modify grants of Awards to
Recipients who are foreign nationals or employed outside of the United States to
recognize  differences  in  applicable  law,  tax  policy  or  local  custom.

5.2     AWARD  AGREEMENTS.
        -----------------

(a)     Each  Award  granted  under  this  Plan  shall  be evidenced by an Award
Agreement duly executed on behalf of the Company and by the Recipient or, in the
Administering  Body's  discretion, a confirming memorandum issued by the Company
to  the  Recipient,  setting  forth such terms and conditions applicable to such
Award  as  the  Administering  Body  may  in  its  discretion  determine.  Award
Agreements may but need not be identical and shall comply with and be subject to
the terms and conditions of this Plan, a copy of which shall be provided to each
Recipient  and  incorporated  by reference into each Award Agreement.  Any Award
Agreement  may  contain  such  other  terms,  provisions  and  conditions  not
inconsistent  with  this  Plan  as may be determined by the Administering Body.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

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<PAGE>
(b)     In  case of any conflict between this Plan and any Award Agreement, this
Plan  shall  control  except  as  specifically provided in the Award Agreement.

(c)     In case of any conflict between the Plan and any Award Agreement, on the
one  hand,  and  any  Employment  Agreement or other agreement pursuant to which
services are rendered, as applicable, between a Recipient and either the Company
and/or  an Affiliated Entity, on the other hand, the terms and conditions of the
Employment  Agreement  or  such other agreement, as applicable, shall apply with
respect  to  those  items  specifically addressed in the Employment Agreement or
such  other  agreement,  as  applicable.

(d)     In  consideration  of  the  granting  of  an Award under the Plan and if
requested  by the Company, the Recipient shall agree, in the Award Agreement, to
remain  in  the  employ  of  (or  to  consult for, or to serve as a Non-Employee
Director of, as applicable) the Company or any Affiliated Entity for a period of
at  least  one  (1)  year  (or  such shorter period as may be fixed in the Award
Agreement  or  by action of the Administering Body following grant of the Award)
after  the  Award  is granted (or, in the case of a Non-Employee Director, until
the  next  annual  meeting  of  stockholders  of  the  Company).

5.3     EXERCISE  OF  AWARDS.  No  Award  granted hereunder shall be issuable or
        --------------------
exercisable  except  in  respect of whole shares, and fractional share interests
shall  be  disregarded.  Not less than 100 shares of Common Stock (or such other
amount  as  is  set forth in the applicable Award Agreement) may be purchased at
one time, and Stock Options or other Awards, as applicable, must be purchased or
exercised, as applicable, in multiples of 100 unless the number purchased is the
total  number  at  the time available for purchase under the terms of the Award.
An Award  shall be deemed to be claimed or exercised when the Secretary or other
designated  official of the Company receives appropriate written notice, on such
form acceptable to the Company, from the Recipient, together with payment of the
applicable  purchase  or  exercise  price  made  in  accordance  with  the Award
Agreement  and  any  amounts  required  under  Section  5.11  of  this  Plan.
                                               -------------
Notwithstanding  any  other  provision  of this Plan, the Administering Body may
impose, by rule and/or in Award Agreements, such conditions upon the exercise of
Awards (including conditions limiting the time of exercise to specified periods)
as may be required to satisfy applicable regulatory requirements, including Rule
16b-3  and  Rule  10b-5  under  the Exchange Act, and any amounts required under
Section  5.11  of  this  Plan  or other applicable section under the IRC, or the
-------------
regulations  promulgated  thereunder.

5.4     PAYMENT  FOR  AWARDS.
        --------------------

(a)     Awards  requiring  payment  of  a  purchase  or  exercise price shall be
payable  upon the exercise of such Award pursuant to any Award granted hereunder
by  delivery  of  legal  tender  of  the  United States or payment of such other
consideration as the Administering Body may from time to time deem acceptable in
any  particular  instance.

(b)     In  the  discretion  of the Administering Body, payments for purchase or
exercise of Awards may be by matured capital stock of the Company (i.e., capital
stock  owned longer than six (6) months) delivered in transfer to the Company by
or  on  behalf  of the person exercising the Award and duly endorsed in blank or
accompanied  by  stock powers duly endorsed in blank, with signatures guaranteed
in  accordance  with  the  Exchange  Act  if  required by the Administering Body
(valued  at  Fair  Market  Value  as  of  the  exercise  date),  or  such  other
consideration as the Administering Body may from time to time in the exercise of
its  discretion  deem  acceptable in any particular instance; provided, however,
that  the  Administering  Body may, in the exercise of its discretion, (i) allow
exercise  of  Stock Options in a broker-assisted or similar transaction in which
the exercise price is not received by the Company until promptly after exercise,
and/or  (ii) allow the Company to loan the applicable purchase or exercise price
to  the Recipient, if the purchase or exercise will be followed by a prompt sale
of  some  or  all of the underlying shares and a portion of the sale proceeds is
dedicated to full payment of the purchase or exercise price and amounts required
pursuant  to  Section  5.11  of  this  Plan.
              -------------

5.5     NO  EMPLOYMENT  OR  OTHER  CONTINUING RIGHTS.  Nothing contained in this
        --------------------------------------------
Plan (or in any Award Agreement or in any other agreement or document related to
this  Plan or to Awards granted hereunder) shall confer upon any Eligible Person
or Recipient any right to continue in the employ or engagement of the Company or
any  Affiliated  Entity or constitute any contract or agreement of employment or
engagement,  or  interfere  in  any  way  with  the  right of the Company or any
Affiliated  Entity  to reduce such person's compensation or other benefits or to
terminate  the  employment  or  engagement of such Eligible Person or Recipient,
with  or  without  cause.  Except  as  expressly provided in this Plan or in any
Award  Agreement pursuant to this Plan, the Company shall have the right to deal
with  each  Recipient  in  the  same  manner  as if this Plan and any such Award
Agreement  did  not  exist, including with respect to all matters related to the
hiring,  retention,  discharge, compensation and conditions of the employment or
engagement  of  the  Recipient.  Any  questions as to whether and when there has
been  a  termination  of  a Recipient's employment or engagement, the reason (if
any)  for  such  termination, and/or the consequences thereof under the terms of
this  Plan or any statement evidencing the grant of Awards pursuant to this Plan
shall  be  determined  by  the  Administering Body, and the Administering Body's
determination  thereof  shall  be  final  and  binding.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                        6
<PAGE>
5.6     RESTRICTIONS  UNDER  APPLICABLE  LAWS  AND  REGULATIONS.
        -------------------------------------------------------

(a)     All  Awards  granted under this Plan shall be subject to the requirement
that,  if  at  any time the Company shall determine, in its discretion, that the
listing,  registration  or qualification of the shares subject to any such Award
granted under this Plan upon any securities exchange or under any federal, state
or foreign law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such  Awards  or  the  issuance,  if  any,  or  purchase of shares in connection
therewith,  such  Awards  may  not be granted or exercised as a whole or in part
unless  and until such listing, registration, qualification, consent or approval
shall  have  been  effected or obtained free of any conditions not acceptable to
the  Company.  During  the  term  of  this Plan, the Company will use reasonable
efforts to seek to obtain from the appropriate regulatory agencies any requisite
qualifications, consents, approvals or authorizations in order to issue and sell
such  number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of this Plan.  The inability of the Company to obtain from any such
regulatory  agency  having  jurisdiction  thereof  the qualifications, consents,
approvals or authorizations deemed by the Company to be necessary for the lawful
issuance  and sale of any shares of its Common Stock hereunder shall relieve the
Company  of any liability in respect of the nonissuance or sale of such stock as
to  which such requisite qualification, consent, approval or authorization shall
not  have  been  obtained.

(b)     The  Company  shall  be  under  no obligation to register or qualify the
issuance of Awards or underlying shares of Common Stock under the Securities Act
or  applicable  state  securities  laws.  Unless  the  shares  of  Common  Stock
applicable  to  any such Award have been registered under the Securities Act and
qualified  or  registered  under  applicable  state securities laws, the Company
shall  be under no obligation to issue any shares of Common Stock covered by any
Award unless the Award and underlying shares of Common Stock, as applicable, may
be  issued  pursuant  to  applicable  exemptions  from  such  registration  or
qualification  requirements.  In  connection  with any such exempt issuance, the
Administering Body may require the Recipient to provide a written representation
and  undertaking  to  the Company, satisfactory in form and scope to the Company
and upon which the Company may reasonably rely, that such Recipient is acquiring
such  securities for his or her own account as an investment and not with a view
to,  or  for  sale  in  connection  with, the distribution of any such shares of
stock,  and  that  such  person  will  make  no  transfer  of the same except in
compliance  with any rules and regulations in force at the time of such transfer
under  the  Securities Act and other applicable law, and that if shares of stock
are issued without such registration, a legend to this effect (together with any
other legends deemed appropriate by the Administering Body) may be endorsed upon
the securities so issued.  The Company may also order its transfer agent to stop
transfers  of  such  securities.  The  Administering  Body  may also require the
Recipient  to  provide  the  Company such information and other documents as the
Administering  Body may request in order to satisfy the Administering Body as to
the  investment  sophistication  and  experience  of the Recipient and as to any
other  conditions  for  compliance with any such exemptions from registration or
qualification.

5.7     ADDITIONAL  CONDITIONS.  The  grant  and/or exercise of an Award and the
        ----------------------
issuance  of  shares  in  connection  with  the exercise of an Award may also be
conditioned  upon or subject to such other provisions (whether or not applicable
to  any  other  Award or Eligible Person) as the Administering Body, in its sole
discretion,  determines appropriate, including but not limited to (a) provisions
for  the  forfeiture of or restrictions on resale or other disposition of shares
of  Common Stock acquired under any Award, (b) provisions giving the Company the
right to repurchase shares of Common Stock acquired under any Award in the event
the  Recipient  elects  to dispose of such shares, (c) provisions to comply with
federal  and  state securities laws and federal and state income tax withholding
requirements,  (d)  provisions conditioned upon the declaration of effectiveness
by  the Commission of a registration statement relating to a primary offering of
the  Common Stock, filed by the Company with the Commission under the Securities
Act,  (e)  provisions  conditioned  upon  the satisfaction of withholding tax or
other  withholding  liabilities,  (f)  provisions  conditioned upon the listing,
registration  or  qualification  of  any to-be-issued shares upon any securities
exchange,  NASDAQ or any other trading or quotation system or under any state or
federal  law,  (g)  provisions  conditioned  upon the consent or approval of any
regulatory  body,  (h)  provisions  conditioned  upon the execution of a lock-up
agreement  with one or more prospective underwriters, (i) provisions conditioned
upon  the  execution  of  a  buy-sell  or  stockholders  agreement  with  other
stockholders  of  the  Company,  (j) provisions conditioned upon non-competition
with  the  Company,  (k) provisions requiring the acceptance of cash payments by
Recipients  of Stock Options upon receipt of a cash tender offer by the Company,
(l)  provisions  requiring compliance with the Company's Insider Trading Policy,
and  (m)  provisions  requiring  that  all offers and sales pursuant to the Plan
satisfy  the  applicable  terms and conditions of Rules 501, 502, 503 and 506 of
Regulation  D  promulgated  by the Commission.  The Administering Body shall, in
its  sole  discretion,  determine whether any one or more of these conditions is
necessary  or  desirable  to  be satisfied in connection with the exercise of an
Award  or  the  delivery  or  purchase  of shares pursuant to the exercise of an
Award.  If  the  Administering  Body  determines  that  any  one  or more of the
foregoing  conditions  must  be satisfied, the exercise of an Award shall not be
effective  unless and until such condition shall have been satisfied free of any
conditions  not  acceptable  to  the  Company  in  its  sole  discretion.


--------------------------------------------------------------------------------
2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                        7
<PAGE>
5.8     NO PRIVILEGES OF STOCK OWNERSHIP.  Except as otherwise set forth herein,
        --------------------------------
a  Recipient  shall  have  no rights as a stockholder with respect to any shares
issuable  or issued in connection with an Award until the date of the receipt by
the  Company of all amounts payable in connection with the purchase or exercise,
as  applicable,  of  the  Award,  the  satisfaction  or waiver of all applicable
Performance  Criteria  and  the  performance by the Recipient of all obligations
applicable  thereto.  Status  as  an Eligible Person shall not be construed as a
commitment  that any Award will be granted under this Plan to an Eligible Person
or  to  Eligible  Persons  generally.  No  person shall have any right, title or
interest  in  any  fund  or  in  any specific asset (including shares of capital
stock)  of  the  Company by reason of any Award granted hereunder.  Neither this
Plan (nor any documents related hereto) nor any action taken pursuant hereto (or
thereto)  shall  be  construed  to  create  a  trust  of any kind or a fiduciary
relationship  between the Company and any Person.  To the extent that any Person
acquires  a  right  to  receive Awards hereunder, such right shall be no greater
than  the  right  of  any  unsecured  general  creditor  of  the  Company.

5.9     NON-TRANSFERABLE.
        ----------------

(a)  No Award under the Plan may be sold,  pledged,  assigned or  transferred in
     any manner other than by will or the laws of descent and  distribution  or,
     subject to the consent of the Administering Body, pursuant to a DRO, unless
     and until such Award has been exercised,  or the securities underlying such
     Award have been issued, and all restrictions  applicable to such securities
     have lapsed.  No Award or interest or right therein shall be liable for the
     debts,  contracts,  liabilities or contractual obligations of the Recipient
     or his or her  successors in interest or shall be subject to disposition by
     transfer, alienation,  anticipation, pledge, encumbrance, assignment or any
     other means  whether such  disposition  be voluntary or  involuntary  or by
     operation of law by judgment,  levy,  attachment,  garnishment or any other
     legal or equitable proceedings  (including  bankruptcy),  and any attempted
     disposition thereof shall be null and void and of no effect,  except to the
     extent that such disposition is permitted by the preceding sentence.

(b)  During  the  lifetime  of the  Recipient,  only he or his  court  appointed
     guardian  may  exercise  an Award (or any portion  thereof)  granted to him
     under the Plan,  unless it has been  disposed  of with the  consent  of the
     Administering Body pursuant to a DRO. After the death of the Recipient, any
     exercisable  portion of an Award may,  prior to the time when such  portion
     becomes unexercisable under the Plan or the applicable Award Agreement,  be
     exercised by his personal  representative  or by any person empowered to do
     so under the deceased Recipient's will or under the then applicable laws of
     descent and distribution.

(c)  Notwithstanding the foregoing, no Stock Option owned by a Recipient subject
     to Section 16 of the  Exchange  Act may be assigned or  transferred  in any
     manner  inconsistent  with Rule  16b-3.  Furthermore,  notwithstanding  the
     foregoing,  Incentive  Stock  Options  (or other Stock  Options  subject to
     transfer  restrictions under the IRC) may not be assigned or transferred in
     violation  of Section 422 of the IRC (or any  successor  provision)  or the
     regulations promulgated thereunder.

5.10      INFORMATION  TO  RECIPIENTS.
          ---------------------------

(a)     The  Administering  Body in its sole discretion shall determine what, if
any,  financial  and  other information shall be provided to Recipients and when
such  financial  and  other  information  shall  be  provided  after  giving
consideration  to  applicable  federal  and  state  laws, rules and regulations,
including  applicable federal and state securities laws, rules and regulations.

(b)     The  furnishing  of financial and other information that is confidential
to  the Company shall be subject to the Recipient's agreement that the Recipient
shall  maintain  the  confidentiality  of  such financial and other information,
shall  not  disclose  such  information  to third parties, and shall not use the
information for any purpose other than evaluating an investment in the Company's
securities  under  this  Plan.  The  Administering  Body  may  impose  other
restrictions  on  the access to and use of such confidential information and may
require  a  Recipient  to  acknowledge  the  Recipient's  obligations under this
Section  5.10(b)  (which  acknowledgment  shall  not  be  a  condition  to  the
---------------
Recipient's  obligations  under  this  Section  5.10(b)).
                                       ----------------


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                        8
<PAGE>
5.11      WITHHOLDING  TAXES.  Whenever the granting, vesting or exercise of any
          ------------------
Award  granted  under  this  Plan,  or  the  transfer  of any shares issued upon
exercise  of  any  Award,  gives  rise  to tax or tax withholding liabilities or
obligations,  the  Administering  Body  shall  have  the  right  to  require the
Recipient  to  remit to the Company an amount sufficient to satisfy any federal,
state  and  local withholding tax requirements prior to issuance of such shares.
The  Administering  Body  may,  in  the  exercise  of  its  discretion,  allow
satisfaction  of  tax withholding requirements by accepting delivery of stock of
the  Company  (or  by  withholding  a portion of the stock otherwise issuable in
connection  with  such  Awards).

5.12      LEGENDS  ON  COMMON STOCK CERTIFICATES.  Each certificate representing
          --------------------------------------
shares  acquired  as  a  result of any Award granted hereunder shall be endorsed
with  all  legends,  if any, required by applicable federal and state securities
and  other  laws  to  be  placed on the certificate.  The determination of which
legends,  if  any,  shall  be placed upon such certificates shall be made by the
Administering  Body  in its sole discretion and such decision shall be final and
binding.

5.13      EFFECT  OF  TERMINATION  OF  EMPLOYMENT  ON  AWARDS-EMPLOYEES  ONLY.
         --------------------------------------------------------------------

(a)     TERMINATION  FOR  JUST CAUSE DISMISSAL.  Subject to Section 5.13(c), and
        --------------------------------------              ---------------
except  as  otherwise provided in a written agreement between the Company and/or
an  Affiliated  Entity  and the Recipient, which may be entered into at any time
before  or  after  termination of employment of the Recipient, in the event of a
Just  Cause  Dismissal of an Employee Recipient, all of the Recipient's unvested
Awards  shall  be  terminated  and  become  void  and  all  of  the  Recipient's
unexercised Awards (whether or not vested) shall be forfeited, expire and become
void  as  of  the  date  of  such  Just  Cause  Dismissal.

(b)     TERMINATION  OTHER  THAN  FOR  JUST CAUSE DISMISSAL.  Subject to Section
        ---------------------------------------------------              -------
5.13(c)  and  except  as  otherwise  provided in a written agreement between the
-------
Company and/or an Affiliated Entity and the Recipient, which may be entered into
at  any  time  before  or  after  termination  of employment, in the event of an
Employee  Recipient's  termination  of  employment  for:

(i)     any  reason  other  than  for  Just  Cause  Dismissal,  death, Permanent
Disability  or  normal  retirement,  the Recipient's unvested and/or unexercised
Awards (whether or not vested) shall expire and become void as of the earlier of
(a)  the  date such Awards would have expired in accordance with their terms had
the  Recipient  remained  employed  and  (B)  three (3) months after the date of
employment  termination;  or

(ii)     death,  Permanent  Disability  or  normal  retirement,  the Recipient's
unvested  and/or  unexercised  (whether  or  not vested) Awards shall expire and
become  void as of the earlier of (A) the date such Awards would have expired in
accordance  with their terms had the Recipient remained employed and (B) one (1)
year  after  the  date  of  employment  termination; provided, however, that the
one-year  period  provided  in (B) shall be three (3) months for Incentive Stock
Options  following  termination  of  employment  for  normal  retirement.

(c)     ALTERATION OF VESTING AND EXERCISE PERIODS.  Notwithstanding anything to
        ------------------------------------------
the  contrary  in Section 5.13(a) or Section 5.13(b), the Administering Body may
                  ---------------    ---------------
in  its  discretion  designate  shorter  or longer periods to claim or otherwise
exercise  Awards  following  a  Recipient's termination of employment; provided,
however,  that any shorter periods determined by the Administering Body shall be
effective only if provided for in the instrument that evidences the grant to the
Recipient of such Award or if such shorter period is agreed to in writing by the
Recipient.  Notwithstanding  anything  to  the  contrary herein, Awards shall be
claimed  or exercisable by a Recipient following such Recipient's termination of
employment  only  to the extent that installments thereof had become exercisable
on  or  prior  to  the date of such termination; and provided, further, that the
Administering  Body  may,  in its discretion, elect to accelerate the vesting of
all  or any portion of any Awards that had not vested on or prior to the date of
such  termination.


--------------------------------------------------------------------------------
2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                        9
<PAGE>
5.14     EFFECT  OF  TERMINATION  OF  ENGAGEMENT  ON AWARDS-NON-EMPLOYEES ONLY.
         ---------------------------------------------------------------------

(a)     TERMINATION  OF  ENGAGEMENT.  Subject  to Section 5.14(b), and except as
        ---------------------------               ---------------
otherwise  provided  in  a  written  agreement  between  the  Company  and/or an
Affiliated  Entity  and  the  Recipient,  which  may be entered into at any time
before  or after termination of engagement of the Recipient, in the event of the
termination  of  any  non-Employee  Recipient's  engagement  (including  certain
Directors  and  Consultants),  all  of  the Recipient's unvested Awards shall be
terminated  and  become  void,  and  all  of  the Recipient's unexercised Awards
(whether  or  not  vested)  shall be forfeited, expire and become void as of the
earlier  of (i) the date such Awards would expire in accordance with their terms
had the Recipient remained in such engagement and (ii)(A) three (3) months after
Recipient's  engagement  is  terminated  as  a  result  of  death  or  Permanent
Disability  and  (B) thirty (30) days after Recipient's engagement is terminated
for  any  other  reason.

(b)     ALTERATION  OF VESTING AND EXERCISE PERIODS. Notwithstanding anything to
        -------------------------------------------
the  contrary in Section 5.14(a), the Administering Body may, in its discretion,
                 ---------------
designate  shorter  or  longer  periods  to  claim  or otherwise exercise Awards
following  a  non-Employee  Recipient's  termination  of  engagement;  provided,
however,  that any shorter periods determined by the Administering Body shall be
effective only if provided for in the instrument that evidences the grant to the
Recipient of such Award or if such shorter period is agreed to in writing by the
Recipient.  Notwithstanding  anything  to  the  contrary herein, Awards shall be
claimed  or exercisable by a Recipient following such Recipient's termination of
engagement  only  to  the  extent  that  the  installments  thereof  had  become
exercisable  on  or prior to the date of such termination; and provided further,
that  the  Administering  Body  may,  in its discretion, elect to accelerate the
vesting  of  all or any portion of any Awards that had not vested on or prior to
the  date  of  such  termination.

5.15     TRANSFER; LEAVE OF ABSENCE.  For purposes of this Plan, the transfer by
         --------------------------
a  Recipient  to  the  employment  by or engagement with (i) the Company from an
Affiliated  Entity,  (ii) from the Company to an Affiliated Entity or (iii) from
one  Affiliated  Entity to another Affiliated Entity (including, with respect to
Consultants,  the  assignment  between  the  Company and an Affiliated Entity or
between  two  Affiliated  Entities,  as  applicable, of an agreement pursuant to
which  such  services  are  rendered)  or,  with respect solely to Employees, an
approved  leave  of  absence  for  military  service,  sickness or for any other
purpose  approved by the Company, shall not be deemed a termination. In the case
of any Employee on an approved leave of absence, the Administering Body may make
such provision respecting continuance of Awards as the Administering Body in its
discretion  deems  appropriate,  except  that  in  no  event  shall  an Award be
exercisable  after the date such Award would expire in accordance with its terms
had  the  Recipient  remained  continuously  employed.

5.16     LIMITS  ON  AWARDS  TO  CERTAIN  ELIGIBLE  PERSONS.
         --------------------------------------------------

(a)     LIMITATIONS  APPLICABLE  TO  IRC  SECTION  162(M)  PARTICIPANTS.
        ---------------------------------------------------------------
Notwithstanding  any other provision of this Plan, in order for the compensation
attributable  to  Awards hereunder to qualify as Performance-Based Compensation,
no  one  Eligible Person shall be granted any one or more Awards with respect to
more  than  two  hundred  thousand  (200,000)  shares of Common Stock in any one
calendar  year.  The  limitation set forth in this Section 5.16 shall be subject
                                                   ------------
to  adjustment  as  provided  in  Section 3.4 or Section 4.5(b), but only to the
                                  -----------    --------------
extent  such adjustment would not affect the status of compensation attributable
to  Awards  hereunder  as  Performance-Based  Compensation.

(b)     LIMITATIONS  APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any other
        ---------------------------------------------
provision  of  this  Plan,  the  Plan,  and  any Award granted or awarded to any
individual  who  is  then  subject  to  Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under  Section  16 of the Exchange Act (including any amendment to Rule 16b-3 of
the  Exchange  Act)  that are requirements for the application of such exemptive
rule.  To the extent permitted by applicable law, the Plan and Awards granted or
awarded  hereunder shall be deemed amended to the extent necessary to conform to
such  applicable  exemptive  rule.

6     STOCK  OPTIONS

6.1     NATURE  OF STOCK OPTIONS.  Subject to the limitations provided otherwise
        ------------------------
herein,  Stock  Options  may  be  Incentive Stock Options or Non-qualified Stock
Options.


--------------------------------------------------------------------------------
2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                       10
<PAGE>
6.2     OPTION  EXERCISE  PRICE.  The exercise price for each Stock Option shall
        -----------------------
be  determined  by  the  Administering  Body as of the date such Stock Option is
granted.  The  exercise  price  of  any  Non-qualified  Stock Option shall be an
amount  less  than or equal to the Fair Market Value of the Common Stock (but in
no  event  less  than  par  value  unless  permitted under state law), provided,
however,  the exercise price of any Incentive Stock Option shall be no less than
the  Fair  Market  Value  of  the  Common  Stock  subject  to  such Option.  The
Administering  Body  may,  with  the  consent  of  the  Recipient and subject to
compliance with statutory or administrative requirements applicable to Incentive
Stock  Options, amend the terms of any Stock Option to provide that the exercise
price of the shares remaining subject to the Stock Option shall be reestablished
on  the  effective  date of such amendment.  The reestablished exercise price of
any  Non-qualified  Stock  Option  shall be at a price less than or equal to the
Fair  Market  Value  of  the  Common  Stock (but in no event less than par value
unless permitted under state law), provided, however, the reestablished exercise
price  shall  be  not  less  than the Fair Market Value of the Common Stock with
respect  to  an  Incentive  Stock  Option.  No modification of any other term or
provision  of  any Stock Option that is amended in accordance with the foregoing
shall  be required, although the Administering Body may, in its discretion, make
such further modifications of any such Stock Option as are not inconsistent with
this  Plan.

6.3     OPTION  PERIOD  AND VESTING.  Stock Options granted hereunder shall vest
        ---------------------------
and  may  be  exercised  as  determined  by  the Administering Body, except that
exercise  of  such Stock Options after termination of the Recipient's employment
or  engagement shall be subject to Section 5.13 or Section 5.14, as the case may
                                   ------------    ------------
be.  Each  Stock  Option  granted  hereunder  and  all  rights  or  obligations
thereunder shall expire on such date as shall be determined by the Administering
Body,  but  not  later  than  ten  (10) years after the date the Stock Option is
granted and shall be subject to earlier termination as provided herein or in the
Award  Agreement.  The Administering Body may, in its discretion at any time and
from  time to time after the grant of a Stock Option, accelerate vesting of such
Stock  Option  as  a  whole  or  in part by increasing the number of shares then
purchasable,  provided  that  the  total  number of shares subject to such Stock
Option  may  not  be  increased.  Except  as  otherwise provided herein, a Stock
Option  shall  become  exercisable,  as a whole or in part, on the date or dates
specified  by  the  Administering  Body  and thereafter shall remain exercisable
until  the  expiration  or  earlier  termination  of  the  Stock  Option.

6.4     SPECIAL  PROVISIONS  REGARDING  INCENTIVE  STOCK  OPTIONS.
        ---------------------------------------------------------

(a)     Notwithstanding anything in this Article 6 to the contrary, the exercise
price and vesting period of any Stock Option intended to qualify as an Incentive
Stock  Option shall comply with the provisions of Section 422 of the IRC and the
regulations  thereunder.  As  of  the  Effective  Date, such provisions require,
among  other matters, that (i) the exercise price must not be less than the Fair
Market  Value  of the underlying stock as of the date the Incentive Stock Option
is  granted,  and not less than 110% of the Fair Market Value as of such date in
the  case  of  a grant to a Significant Stockholder; and (ii) that the Incentive
Stock  Option not be exercisable after the expiration of five (5) years from the
date  of grant in the case of an Incentive Stock Option granted to a Significant
Stockholder.

(b)     The aggregate Fair Market Value (determined as of the respective date or
dates  of  grant)  of  the  Common  Stock  for which one or more Incentive Stock
Options  granted  to  any Recipient under this Plan (or any other option plan of
the  Company  or an Affiliated Entity) may for the first time become exercisable
as  Incentive  Stock  Options under the federal tax laws during any one calendar
year  shall  not  exceed  $100,000.

(c)     Any  Stock  Options  granted as Incentive Stock Options pursuant to this
Plan  that  for  any reason fail or cease to qualify as such shall be treated as
Non-qualified  Stock  Options.

6.5     RESTRICTIONS  The  Administering  Body,  in  its  sole  and  absolute
        ------------
discretion, may impose such restrictions on the ownership and transferability of
the  shares  purchasable  upon  the  exercise  of  a  Stock  Option  as it deems
appropriate.  Any  such  restriction  shall be set forth in the respective Award
Agreement and may be referred to on the certificates evidencing such shares. The
Recipient  shall  give the Company prompt notice of any disposition of shares of
Common  Stock  acquired  by exercise of an Incentive Stock Option within (i) two
years  from  the  date  of  granting  (including  the  date  the Stock Option is
modified,  extended  or  renewed for purposes of Section 424(h) of the IRC) such
Stock  Option  to  such  Recipient  or  (ii) one year after the transfer of such
shares  to  such  Recipient.

7     RESTRICTED  STOCK  AWARDS

7.1     NATURE  OF  RESTRICTED  STOCK  AWARDS.  The Administering Body may grant
        -------------------------------------
Restricted  Stock Awards to any Eligible Person.  A Restricted Stock Award is an
Award  entitling  the Recipient to acquire Restricted Stock at par value or such
other  purchase  price determined by the Administering Body at the time of grant
of  the  Restricted  Stock Award (but not less than the par value thereof unless
permitted  by  applicable  state  law).  Conditions  may  be based on continuing
employment (or engagement) and/or the achievement of pre-established Performance
Criteria.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

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<PAGE>
7.2     RIGHTS  AS  A STOCKHOLDER.  Subject to Section 7.3, upon delivery of the
        -------------------------              -----------
shares of the Restricted Stock to the escrow holder pursuant to Section 7.5, the
                                                                -----------
Recipient  shall  have, unless otherwise provided by the Administering Body, all
the  rights  of  a  stockholder with respect to said shares of Restricted Stock,
subject  to  the restrictions in his or her Award Agreement, including the right
to  receive  all  dividends and other distributions paid or made with respect to
the shares; provided, however, that in the discretion of the Administering Body,
any  extraordinary  distributions  with  respect  to  the  Common Stock shall be
subject  to  the  restrictions  set  forth  in  Section  7.3.
                                                ------------

7.3     RESTRICTIONS.  All  shares  of  Restricted  Stock issued under this Plan
        ------------
(including  any  shares  received  by  holders thereof with respect to shares of
Restricted  Stock as a result of stock dividends, stock splits or any other form
of  recapitalization) shall, in the terms of each individual Award Agreement, be
subject  to  such  restrictions  as  the Administering Body shall provide, which
restrictions  may  include  restrictions  concerning  voting  rights  and
transferability  and  restrictions based on duration of employment or engagement
with  the Company or its Affiliated Entities, Company performance and individual
performance;  provided,  however,  that,  except  with  respect  to  shares  of
Restricted  Stock  granted  to  IRC Section 162(m) participants, by action taken
after  the Restricted Stock is issued, the Administering Body may, on such terms
and  conditions  as it may determine to be appropriate, remove any or all of the
restrictions  imposed  by the terms of the Award Agreement. Restricted Stock may
not  be  sold  or  encumbered  until  all  restrictions  are  terminated or have
expired.

7.4     REPURCHASE OF RESTRICTED STOCK.  The Administering Body shall provide in
        ------------------------------
the terms of each individual Award Agreement that the Company shall have a right
to  repurchase  from  the  Recipient  the  Restricted  Stock  then  subject  to
restrictions  under  the  Award  Agreement  immediately  upon  a  termination of
employment  (with  or  without  cause  and  for  any  reason  whatsoever) or, if
applicable,  upon a termination of engagement (with or without cause and for any
reason  whatsoever)  between  the Recipient and the Company and/or an Affiliated
Entity,  at  a  cash  price  per  share  determined  by  the Administering Body;
provided,  however,  that,  except  with  respect  to shares of Restricted Stock
granted  to  IRC Section 162(m) participants, the Administering Body in its sole
and absolute discretion may provide that no such right of repurchase shall exist
in  the  event  of  a  termination  of  employment  or engagement because of the
Recipient's  death  or  Permanent  Disability.

7.5     ESCROWS.  The  Secretary  of  the Company or such other escrow holder as
        -------
the  Administering  Body  may  appoint  shall  retain  physical  custody of each
certificate  representing Restricted Stock until all of the restrictions imposed
under  the  Award  Agreement  with  respect  to  the  shares  evidenced  by such
certificate  expire  or  shall  have  been  removed.

7.6     VESTING  OF  RESTRICTED  STOCK.  The  Administering  Body at the time of
        ------------------------------
grant  shall  specify  the  date  or  dates and/or attainment of pre-established
Performance Criteria and other conditions on which Restricted Stock shall become
vested,  subject  to such further rights of the Company or its assigns as may be
specified  in  the  instrument  evidencing  the  Restricted  Stock  Award.

7.7     WAIVER,  DEFERRAL AND REINVESTMENT OF DIVIDENDS.  The written instrument
        -----------------------------------------------
evidencing  the  Award  of  Restricted Stock may require or permit the immediate
payment,  waiver,  deferral  or  investment  of dividends paid on the Restricted
Stock.

8     DEFINITIONS

Capitalized  terms  used  in  this Plan and not otherwise defined shall have the
meanings  set  forth  below:

"ADMINISTERING  BODY"  means  the  Board  as  long  as  no  Stock Incentive Plan
Committee  of  the  Board has been appointed and is in effect and shall mean the
Stock  Incentive Plan Committee as long as the Stock Incentive Plan Committee is
appointed  and  in  effect.

"AFFILIATED  ENTITY"  means  any  Parent  Corporation or Subsidiary Corporation.

"AWARD"  OR  "AWARDS,"  except where referring to a particular category or grant
under  the  Plan,  shall  include  Incentive  Stock Options, Non-qualified Stock
Options  and  Restricted  Stock  Awards.

"AWARD AGREEMENT" means the agreement or confirming memorandum setting forth the
terms  and  conditions  of  the  Award.

"BOARD"  means  the  Board  of  Directors  of  the  Company.

"COMMISSION"  means  the  Securities  and  Exchange  Commission.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                       12
<PAGE>
"COMMON STOCK" means the Common Stock of the Company, par value $.001 per share,
as constituted on the Effective Date of this Plan, and as thereafter adjusted as
a  result  of  any one or more events requiring adjustment of outstanding Awards
under  Section  3.4  or Section 4.5(b) above or any other provision of the Plan.
       ------------     --------------

"COMPANY"  means  Digital  Bridge,  Inc.,  a  Nevada  corporation.

"CONSULTANT"  means  any  consultant  or  advisor  if:

     (a)     the consultant or advisor renders bona fide services to the Company
     or  any  Affiliated  Entity;

     (b)     the  services  rendered  by  the  consultant  or advisor are not in
     connection  with  the  offer  or  sale  of  securities in a capital-raising
     transaction and do not directly or indirectly  promote or maintain a market
     for the Company's securities;  and

     (c)     the  consultant  or  advisor is a natural person who has contracted
     directly with the Company or an Affiliated Entity to render such services.

"DIRECTOR"  means  any  person  serving  on  the  Board  of the Company or of an
Affiliated Entity irrespective of whether such person is also an Employee of the
Company  or  an  Affiliated  Entity.

"DRO"  shall mean a domestic relations order as defined by the IRC or Title I of
ERISA  or  the  rules  thereunder.

"EFFECTIVE DATE" means October 23, 2000, which is the date this Plan was adopted
by  the  Board.

"ELIGIBLE  PERSON"  shall  include  Employees,  Directors and Consultants of the
Company  or  of  any  Affiliated  Entity.

"EMPLOYEE"  means  any  officer or other employee (as defined in accordance with
Section  3401(c)  of  the  IRC)  of  the  Company  or  any  Affiliated  Entity.

"EMPLOYMENT  AGREEMENT"  means an employment agreement between the Recipient and
either  the  Company  and/or  an  Affiliated  Entity.

"ERISA"  means  the Employee Retirement Income Security Act of 1974, as amended.

"EXCHANGE  ACT"  means  the  Securities  Exchange  Act  of  1934,  as  amended.

"EXCHANGE  ACT  REGISTERED COMPANY" means that the Company has a class of equity
securities  registered  pursuant  to  Section  12  of  the  Exchange  Act.

"EXPIRATION  DATE"  means  the  tenth  anniversary  of  the  Effective  Date.

"FAIR MARKET VALUE" of a share of the Company's capital stock as of a particular
date  shall  be:  (a) if the stock is listed on an established stock exchange or
exchanges  (including for this purpose, the NASDAQ National Market), the closing
sale  prices  of  the stock quoted for such date as reported in the transactions
index  of  each  such  exchange,  as  published  in  The Wall Street Journal and
determined  by  the  Administering  Body, or, if no sale price was quoted in any
such  index  for  such  date, then as of the next preceding date on which such a
sale  price was quoted; or (b) if the stock is not then listed on an exchange or
the  NASDAQ National Market, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on the NASDAQ Small
Cap Market on such date (in the case of (a) or (b), subject to adjustment as and
if  necessary and appropriate to set an exercise price of Stock Options not less
than  100%  of  the  Fair  Market  Value  of  the stock on the date an option is
granted); or (c) if the stock is not then listed on an exchange or quoted in the
over-the-counter market, an amount determined in good faith by the Administering
Body;  provided,  however, that (i) when appropriate, the Administering Body, in
determining  Fair  Market  Value  of capital stock of the Company, may take into
account  such  other  factors as it may deem appropriate under the circumstances
and  (ii)  if  the stock is traded on the NASDAQ Small Cap Market and both sales
prices  and bid and asked prices are quoted or available, the Administering Body
may  elect  to determine Fair Market Value under either clause (a) or (b) above.
Notwithstanding  the  foregoing,  the  Fair  Market  Value  of capital stock for
purposes  of grants of Incentive Stock Options shall be determined in compliance
with  applicable  provisions  of  the  IRC.

"INCENTIVE  STOCK  OPTION"  means  a Stock Option that qualifies as an incentive
stock  option  under  Section  422 of the IRC, or any successor statute thereto.

"INCLUDING"  means  including  without  limitation.

"IRC"  means  the  Internal  Revenue  Code  of  1986,  as  amended.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                       13
<PAGE>
"JUST  CAUSE  DISMISSAL"  shall  mean  (i)  if  a  Recipient  is  an Employee, a
termination  of  a Recipient's employment for any of the following reasons:  (a)
the  Recipient  violates  any  reasonable  rule  or regulation of the Board, the
Company's  Chief  Executive Officer or the Recipient's superiors that results in
material  damage  to the Company or an Affiliated Entity or which, after written
notice  to  do  so, the Recipient fails to correct within a reasonable time; (b)
any  willful  misconduct  or  gross  negligence by the Recipient in the material
responsibilities  assigned  to the Recipient; (c) any willful failure to perform
the  Recipient's job as required to meet the objectives of the Company and/or an
Affiliated  Entity;  (d)  any  wrongful conduct of a Recipient that has material
adverse  impact  on  the  Company or an Affiliated Entity or which constitutes a
misappropriation  of  assets  of  the  Company  or an Affiliated Entity; (e) the
Recipient's  performing  services  for  any other person or entity that competes
with  the Company and/or an Affiliated Entity while the Recipient is employed by
the Company or an Affiliated Entity, without the express written approval of the
Chief Executive Officer of the Company or an Affiliated Entity; or (f) any other
conduct  that  the  Administering  Body  determines  constitutes  Just Cause for
Dismissal;  provided,  however,  that  if  a Recipient is party to an employment
agreement  with the Company and/or an Affiliated Entity providing for just cause
dismissal  (or  some comparable notion) of Recipient from Recipient's employment
with the Company or an Affiliated Entity, "Just Cause Dismissal" for purposes of
this  Plan shall have the same meaning as ascribed thereto or to such comparable
notion  in  such employment agreement and (ii) if a Recipient is a Consultant or
Director  (but  not  an  Employee), a termination of such Recipient's engagement
with  the Company and/or an Affiliated Entity for a material breach by Recipient
of  the  agreement  pursuant  to  which his services are rendered to the Company
and/or  an  Affiliated  Entity or a material breach of his duties to the Company
and/or  an Affiliated Entity; provided, however, that if a Recipient is party to
an  agreement  pursuant to which his services are rendered to the Company and/or
an  Affiliated  Entity  providing  for  just cause dismissal (or some comparable
notion)  of  Recipient from his engagement with the Company and/or an Affiliated
Entity,  "Just  Cause  Dismissal"  for purposes of this Plan shall have the same
meaning  as  ascribed  thereto  or  such  comparable  notion  in such agreement.

"NON-EMPLOYEE  DIRECTOR"  means  any  director of the Company who qualifies as a
"non-employee  director"  within  the  meaning  of  Rule  16b-3.

"NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive Stock
Option.

"OUTSIDE  DIRECTOR"  means  an  "outside director" as defined in the regulations
adopted  under  Section  162(m)  of  the  IRC.

"PARENT  CORPORATION"  means any Parent Corporation as defined in Section 424(e)
of  the  IRC.

"PERFORMANCE-BASED  COMPENSATION"  means  performance-based  compensation  as
described  in  Section  162(m)  of  the  IRC.  If  the amount of compensation an
Eligible  Person will receive under any Award is not based solely on an increase
in the value of Common Stock after the date of grant, the Administering Body, in
order  to  qualify Awards as performance-based compensation under Section 162(m)
of  the IRC, can condition the granting, vesting, exercisability, purchase price
or  termination  of  restrictions  of  such  Awards  on  the  attainment  of  a
preestablished,  objective performance goal. For this purpose, a preestablished,
objective  performance goal may include one or more of the following performance
criteria:  (a)  book  value;  (b)  earnings per share (including earnings before
interest,  taxes  and amortization); (c) return on equity; (d) total stockholder
return; (e) return on capital; (f) return on assets or net assets; (g) income or
net income; (h) operating income or net operating income; (i)  operating margin;
(j)  attainment  of stated goals related to the Company's capitalization, costs,
financial  condition  or  results  of  operations;  and  (k)  any  other similar
performance  criteria.

"PERFORMANCE  CRITERIA"  shall mean the following business criteria with respect
to  the  Company, any Affiliated Entity or any division or operating unit of the
Company  or  an  Affiliated  Entity:  (a)  net  income,  (b) pre-tax income, (c)
operating  income,  (d) cash flow, (e) earnings per share, (f) return on equity,
(g)  return  on  invested capital or assets, (h) cost reductions or savings, (i)
funds  from  operations,  (j)  appreciation  in  the fair market value of Common
Stock,  (k)  earnings  before any one or more of the following items:  interest,
taxes,  depreciation  or  amortization  and  (l)  such  other  criteria  deemed
appropriate  by  the  Administering  Body.

"PERMANENT  DISABILITY"  means that the Recipient becomes physically or mentally
incapacitated  or  disabled  so  that  the  Recipient  is  unable  to  perform
substantially  the  same  services as the Recipient performed prior to incurring
such  incapacity  or  disability  (the Company, at its option and expense, being
entitled  to  retain  a physician to confirm the existence of such incapacity or
disability,  and  the  determination  of  such  physician to be binding upon the
Company  and  the  Recipient), and such incapacity or disability continues for a
period  of three consecutive months or six months in any 12-month period or such
other  period(s)  as may be determined by the Administering Body with respect to
any  Award, provided that for purposes of determining the period during which an
Incentive  Stock Option may be exercised pursuant to Section 5.13(b)(ii) hereof,
                                                     -------------------
Permanent  Disability  shall mean "permanent and total disability" as defined in
Section  22(e)  of  the  IRC.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                       14
<PAGE>
"PERSON"  means any person, entity or group, within the meaning of Section 13(d)
or  14(d)  of the Exchange Act, but excluding (a) the Company and its Affiliated
Entities,  (b)  any  employee  stock  ownership  or  other employee benefit plan
maintained  by  the  Company  that  is qualified under ERISA, (c) any trustee or
other  fiduciary  holding  securities  under  any  employee  benefit plan of the
Company  or an Affiliated Entity, (d) any company owned, directly or indirectly,
by  the  stockholders  of  the  Company in substantially the same proportions as
their  ownership  of  Common  Stock  of  the  Company, or (e) any entity holding
non-participating  shares  of an entity which is a stockholder of the Company or
which  owns  or  controls,  directly or indirectly, a stockholder of the Company
becomes  the  "beneficial  owner"  (as  defined  in  Rule  13d-3 under the Act),
directly  or indirectly, of securities of the Company representing fifty percent
(50%)  or  more  of  the combined voting power of the Company's then outstanding
securities.

"PLAN"  means  this  2000  Stock  Incentive  Plan  of  the  Company.

"PLAN  TERM"  means  the  period  during  which  this  Plan  remains  in  effect
(commencing  on  the  Effective  Date  and  ending  on  the  Expiration  Date).

"RECIPIENT"  means  a  person  who has received any Award under this Plan or any
person  who  is  the  successor  in  interest  to  a  Recipient.

"RESTRICTED STOCK" means the shares of Common Stock subject to such restrictions
and  conditions  as  the  Administering Body may determine at the time of grant.

"RESTRICTED  STOCK  AWARD" means any Award granted pursuant to Article 7 of this
Plan.

"RULE  16B-3"  means  Rule  16b-3  under  the  Exchange  Act.

"SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended.

"SIGNIFICANT  STOCKHOLDER" is an individual who, at the time an Award is granted
to  such  individual  under  this  Plan, owns more than ten percent (10%) of the
combined  voting  power  of all classes of stock of the Company or of any Parent
Corporation  or  Subsidiary  Corporation  (after  application of the attribution
rules  set  forth  in  Section  424(d)  of  the  IRC).

"STOCK  OPTION"  OR  "OPTION"  means  a  right  to purchase stock of the Company
granted  under  Article  6  of  this  Plan  to  an  Eligible  Person.

"STOCK  INCENTIVE  PLAN COMMITTEE" means the committee appointed by the Board to
administer  this  Plan  pursuant  to  Section  4.1(b).
                                      ---------------

"SUBSIDIARY  CORPORATION" means any Subsidiary Corporation as defined in Section
424(f)  of  the  IRC.


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2000 STOCK INCENTIVE PLAN  (DIGITAL BRIDGE, INC.)

                                       15
<PAGE>