EXHIBIT NO. 2.2

                       AGREEMENT AND PLAN OF MERGER AMONG

                              DIGITAL BRIDGE, INC.
                                       AND
                                  N2PLUS, INC.
                                       AND
                CERTAIN OF THE EQUITY HOLDERS OF N2PLUS.COM, INC.

                                 August 31, 2000


                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as
of  August  31,  2000  by  and  among Digital Bridge, Inc., a Nevada corporation
("DGBI"),  N2Plus,  Inc., a Delaware corporation (the "Company"), and certain of
the  holders  of  the  issued  and  outstanding  capital  stock  of  the Company
(collectively  the  "Signatory  Equity  Holders").

                                    RECITALS

     A.     The  Company, Signatory Equity Holders and DGBI believe it is in the
best interests of each company, that DGBI acquire the Company through the merger
of  the  Company with and into DGBI pursuant to which DGBI shall continue as the
surviving  corporation.

     B.     Pursuant  to  the  Merger, among other things, all of the issued and
outstanding  shares  of  capital  stock  of  the  Company shall be exchanged and
converted  into  (on a fully-diluted basis counting all Options vested as of the
Closing  as  if  exercised  on  the  Closing) an aggregate amount of One Million
(1,000,000)  shares  of  DGBI  common  stock  at  the closing of the Merger (the
"Closing")  (such  stock  to  be  the  "Merger  Consideration").

     C.     The  Company,  Signatory  Equity  Holders  and  DGBI  desire to make
certain  representations,  warranties,  covenants  and  other  agreements  in
connection  with  the  Merger.

     NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises  and
representations set forth herein, and for other good and valuable consideration,
the  receipt  and sufficiency of which is hereby acknowledged, the parties agree
as  follows:

                                   ARTICLE 1.

                                   DEFINITIONS

     "Adverse  Consequences"  means  all  actions, suits, proceedings, hearings,
investigations,  charges,  complaints,  claims, demands, injunctions, judgments,
orders,  decrees,  rulings, damages, dues, penalties, fines, costs, amounts paid
in  settlement,  Liabilities,  obligations,  Taxes, liens, losses, expenses, and
fees,  including  court  costs  and  reasonable  attorneys'  fees  and expenses.



     "Affiliate"  has  the  meaning  set  forth in Rule 12b-2 of the regulations
promulgated  under  the  Securities  Exchange  Act.

     "Basis"  means  any  past or present fact, situation, circumstance, status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to  act,  or  transaction  that  forms  or could form the basis for any
specified  consequence.

     "Closing"  has  the  meaning  set  forth  in  the  Preface  above.

     "Closing  Date"  has  the  meaning  set  forth  in  Section  2.2  below.

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

     "Company"  has  the  meaning  set  forth  in  the  Preface  above.

     "Confidential  Information" means any information concerning the businesses
and  affairs  of  the  Company  that  is  not already generally available to the
public.

     "Design  Documentation"  means  all documentation, specifications, manuals,
user  guides,  promotional  material,  internal  notes  and  memos,  technical
documentation, drawings, flow-charts, diagrams, source language statements, demo
disks,  benchmark  test  results,  and  other  written  materials  related  to,
associated  with  or  used  or  produced  in  the  development  of the Software.

     "Disclosure  Schedules"  or  "Schedules  of Disclosure" has the meaning set
forth  in  Article  3  below.

     "Employee Benefit Plan" means any (a) nonqualified deferred compensation or
retirement  plan  or  arrangement which is an Employee Pension Benefit Plan, (b)
qualified  defined  contribution  retirement  plan  or  arrangement  which is an
Employee  Pension Benefit Plan, (c) qualified defined benefit retirement plan or
arrangement  which  is  an  Employee  Pension  Benefit  Plan  (including  any
Multi-employer  Plan),  or  (d) Employee Welfare Benefit Plan or material fringe
benefit  plan  or  program.

     "Environmental,  Health,  and  Safety Requirements" shall mean all federal,
state,  local and foreign statutes, regulations, ordinances and other provisions
having  the  force  or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law concerning public
health  and safety, worker health and safety, and pollution or protection of the
environment,  including  without  limitation all those relating to the presence,
use,  production,  generation,  handling,  transportation,  treatment,  storage,
disposal,  distribution,  labeling,  testing,  processing,  discharge,  release,
threatened  release,  control, or cleanup of any hazardous materials, substances
or  wastes,  chemical  substances  or  mixtures,  pesticides,  pollutants,
contaminants,  toxic  chemicals,  petroleum  products  or  byproducts, asbestos,
polychlorinated  biphenyls,  noise  or  radiation, each as amended and as now or
hereafter  in  effect.

     "Financial  Statement"  has  the  meaning  set  forth in Section 3.6 below.

     "GAAP"  means  United States generally accepted accounting principles as in
effect  from  time  to  time.

     "Merger  Consideration"  has  the  meaning  set  forth  in  Section 2.6(b).



     "Intellectual  Property"  means  (a)  all inventions (whether patentable or
unpatentable  and whether or not reduced to practice), all improvements thereto,
and  all patents, patent applications, and patent disclosures, together with all
reissuances,  continuations,  continuations  in part, revisions, extensions, and
reexaminations  thereof,  (b) all trademarks, service marks, trade dress, logos,
trade  names,  and corporate names, together with all translations, adaptations,
derivations,  and  combinations  thereof  and  including all goodwill associated
therewith,  and  all  applications,  registrations,  and  renewals in connection
therewith,  (c)  all  copyrightable works, all copyrights, and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets  and  confidential  business  information (including ideas, research and
development,  know  how,  formulas,  compositions,  manufacturing and production
processes  and  techniques,  technical  data, designs, drawings, specifications,
customer  and  supplier  lists,  pricing  and cost information, and business and
marketing  plans  and  proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible  embodiments  thereof  (in  whatever  form  or  medium).

     "Knowledge"  means  actual  knowledge  of  the  Person.

     "Liability" means any liability (whether known or unknown, whether asserted
or  unasserted,  whether  absolute  or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any  liability  for  Taxes.

     "Merger  Consideration"  has  the  meaning  set forth in the Preface above.

     "Ordinary  Course  of  Business"  means  the  ordinary  course  of business
consistent with past custom and practice (including with respect to quantity and
frequency).

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or  a  governmental  entity (or any department, agency, or political subdivision
thereof).

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

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

     "Security  Interest" means any mortgage, pledge, lien, encumbrance, charge,
or  other  security  interest,  other  than (a)  mechanic's, material men's, and
similar  liens,  (b) liens for Taxes not yet due and payable, (c) purchase money
liens  and  liens securing rental payments under capital lease arrangements, and
(d)  other  liens arising in the Ordinary Course of Business and not incurred in
connection  with  the  borrowing  of  money.

     "Software" means all software products developed or owned by the Company as
of  the  Closing  Date  including without limitation those products described in
Exhibit  A,  including  all enhancements, versions, releases and updates of such
products  as of the Closing Date, and any other software products in development
by  the Company or in which the Company has any interest as of the Closing Date,
regardless  of  the  product's  stage  of  development.



     "Subsidiary" means any corporation with respect to which a specified Person
(or  a  Subsidiary thereof) owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

     "Tax"  means  any federal, state, local, or foreign income, gross receipts,
license,  payroll,  employment,  excise,  severance, stamp, occupation, premium,
windfall  profits,  environmental  (including  taxes  under  Code  59A), customs
duties,  capital  stock,  franchise,  profits,  withholding, social security (or
similar),  unemployment,  disability,  real  property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add  on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or  addition  thereto,  whether  disputed  or  not.

     "Trade  Secrets"  means  all  licenses,  processes,  algorithms,  formulae,
designs,  methods,  trade  secrets,  inventions,  proprietary  or  technical
information, and data covering or embodied in any software or other assets owned
by  the  Company  or  used  in  the  conduct  of  its  business.


                                   ARTICLE 2.

                                   THE MERGER

     2.1.     The  Merger.  At  the  Effective  Time  (as defined in Section 2.2
below)  and  subject  to and upon the terms and conditions of this Agreement and
the  applicable provisions of the Delaware General Corporation Law (the "DGCL"),
the Nevada Domestic and Foreign Corporations Law (the "NDFC") and/or the Arizona
Business Corporations Act (the "Arizona Code"), Company shall be merged with and
into  DGBI, the separate corporate existence of the Company shall cease and DGBI
shall continue as the surviving corporation.  DGBI, as the surviving corporation
after  the  Merger,  is  hereinafter  sometimes  referred  to  as the "Surviving
Corporation."

     2.2.     Closing;  Effective  Time.  Unless  this  Agreement  is  earlier
terminated  pursuant  to  Section 10.1 below, the Closing will take place at the
offices of DGBI on September 29, 2000, provided that such date may be changed to
another place or time as agreed to in writing by DGBI and the Company.  The date
upon  which  the  Closing  actually occurs is herein referred to as the "Closing
Date."  On  the  Closing  Date,  the parties hereto shall cause the Merger to be
consummated  by filing an agreement of merger in the forms required by the DGCL,
the  NDFC  and/or  the  Arizona  Code with the Secretary of State of Nevada, the
Secretary  of  State  of  Delaware  and/or  the  Arizona Corporation Commission,
(collectively,  the  "Merger  Articles"),  in  accordance  with  the  relevant
provisions  of  applicable  law (the later to occur of the time of acceptance by
the  Secretary of State of Nevada, the Secretary of State of Delaware and/or the
Arizona  Corporation  Commission, of such filing being referred to herein as the
"Effective  Time").

     2.3.     Effect  of  the  Merger.  At the Effective Time, the effect of the
Merger  shall  be  as  provided in the applicable provisions of the DGCL and the
NDFC.  Without limiting the generality of the foregoing, and subject thereto, at
the  Effective  Time,  all  the property, assets, rights, privileges, powers and
franchises  of  the  Company  shall  vest  in the Surviving Corporation, and all
debts,  liabilities  and  duties  of  the Company, if any, at the Effective Time
shall  become  the  debts,  liabilities and duties of the Surviving Corporation.



     2.4.     Articles  of  Incorporation;  Bylaws.

     (a)     At  the Effective Time, the Articles of Incorporation of DGBI shall
be  in  the form of Exhibit B hereto until thereafter amended as provided by law
and  such  Articles  of  Incorporation.

     (b)     At  the  Effective Time, the Bylaws of DGBI shall be in the form of
Exhibit  C  hereto  until  thereafter  amended.

     2.5.     Appointment  of  Officers.  Immediately following at the Effective
Time,  DGBI  (Surviving  Corporation  Board) will appoint Brian Pollack as Chief
Technical  Officer  and Seth Pollack as Vice President of Corporate Development,
officers  of  the  Surviving Corporation, each to hold office in accordance with
the  Bylaws  of  the  Surviving  Corporation.

     2.6.     Effect  of  Merger  on  the  Capital  Stock;  Exercise of Options.

     (a)     Exchange  of  Stock.  As  of  the Effective Time, each share of the
Company's  common  stock,  $0.01 par value per share (collectively, the "Company
Shares"), that is issued and outstanding immediately prior to the Effective Time
of  the Merger shall, by virtue of the Merger and without any action on the part
of  the  Company,  or the Signatory Equity Holders, be canceled and extinguished
and  each  Company  Share then outstanding shall be exchanged and converted into
the right to receive its pro rata portion (on a fully-diluted basis counting all
Options vested as of the Closing as if exercised on the Closing) of an aggregate
number  of  One  Million  (1,000,000)  shares  of DGBI common stock (the "Merger
Consideration").  All  such  Company  Shares,  when  so exchanged and converted,
shall  no  longer be outstanding and shall automatically be canceled and retired
and shall cease to exist, and each holder of a certificate representing any such
shares  shall cease to have any rights with respect thereto, except the right to
receive  the  Merger  Consideration  represented  by  such  certificate upon the
surrender  of  such  certificate  in  accordance  with  Section  2.7.

     (b)     Exercise  of  Options.  On  or before the Closing, each holder of a
Company stock option ("Option Holder") agrees to exercise such Option for option
shares  ("Option  Shares")  and  exchange  and  convert  such  Option Shares for
purposes  of  receiving  the  Option  Holder's  pro  rata  portion of the Merger
Consideration.

     2.7.     Payment  of  Merger  Consideration;  Surrender  of  Certificates.

     (a)     Payment  of  Merger  Consideration.  As of the Effective Time, DGBI
shall  deliver  to Company to distribute to each of the Company's equity holders
his or her pro rata share of the Merger Consideration in accordance with Section
2.6.

     (b)     Surrender  of  Certificates.  Delivery  of the Merger Consideration
shall  be  effected, and risk of loss and title to the certificates representing
outstanding Company Shares (the "Certificates") shall pass only upon delivery at
Closing  of all of the Certificates to DGBI in accordance with this Section 2.7.
Upon  surrender  of  a  Certificate to DGBI for cancellation, the holder of such
Certificate  shall  be  entitled  to  receive  in  exchange therefore the Merger
Consideration  represented by such Certificate, which Merger Consideration shall
be payable in the manner set forth in paragraph (a) of this Section 2.7, and the
Certificate  so  surrendered  shall  then  be  canceled.



     2.8     Registration  Rights of Merger Consideration.  DGBI agrees that the
Merger Consideration, and each share of DGBI thereof, shall be entitled to piggy
back  registration  rights  in  the  event  that  DGBI shall determine to file a
registration  statement  for  the public offering and sale any of its securities
and/or  the  securities  of  its  equity  shareholders  in  compliance  with the
Securities  Act  of  1933.  DGBI  will  promptly  give to each holder of Merger
Consideration  written  notice  of  the proposed registration and give each such
holder  an  opportunity  to  request  inclusion  in such registration and in any
underwriting  involved  therein.  All such holders proposing to distribute their
securities  shall,  if  requested,  enter  into  an  underwriting  agreement  in
customary  form,  provided  that  the  other  shareholders  of  DGBI,  if  any,
distributing  their  securities  through such underwriting shall also enter into
such  agreement.

     2.9     Lock-up  Agreements.  Notwithstanding  Section  2.8  above,  the
Company's  equity  holders shall be required to execute at or before the Closing
lock-up  agreements  similar  to  the  lock-up  agreements  executed  by  the
shareholders  of  24X7  Development.com,  Inc.  ("24X7"),  which  agreement will
restrict  the  number  of  shares  of DGBI Common Stock eligible for sale by the
Company's  equity  holders  or  the 24X7 shareholders to 10% of their respective
holdings  of  DGBI  Common  Stock  for each ninety (90) day period following the
effective  date  of any registration statement of DGBI which includes as selling
shareholders  any  of the Company's equity holders who elect to piggy-back their
shares  therewith.

                                   ARTICLE 3.

            REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION

     The  Company  represents and warrants to DGBI that the statements contained
in  this  Article  3  are  true and correct as of the Closing Date except as set
forth in the Schedules of Disclosure (the "Schedules of Disclosure," composed of
individual  "Schedules")  attached  hereto  as Exhibit D.  Each of the Signatory
Equity  Holders represents and warrants to DGBI that the statements contained in
Sections  3.23  through  3.25  of  this Article 3 are true and correct as of the
Closing  Date  except  as  set  forth  in  the  Schedules  of  Disclosure.

     3.1.     Organization,  Qualification, and Corporate Power.  The Company is
a  corporation  duly organized, validly existing, and in good standing under the
laws  of Delaware.  The Company is duly authorized to conduct business and is in
good  standing  under  the laws of each jurisdiction where such qualification is
required.  The  Company has full corporate power and authority and all licenses,
permits,  and authorizations necessary to carry on the businesses in which it is
engaged  and  in  which  it  presently proposes to engage and to own and use the
properties  owned  and  used by it.  The minute books (containing the records of
meetings  of  the  stockholders,  the  board  of directors, and the stock record
books)  are  correct  and  complete.  The  Company is not in default under or in
violation  of  any  provision  of  its  charter  or  bylaws.

     3.2.     Capitalization.  The  entire  authorized  capital  stock  of  the
Company consists of 40,000,000 common shares and 20,000,000 preferred shares, of
which  26,480,295  shares  of  common stock are issued and outstanding ("Company
       ----------
Shares"),  and of which no shares of preferred stock are issued and outstanding.
The  Company has previously granted stock options for 1,456,774 shares of common
                                                      ---------
stock,  which  such  stock options, are to be exercised on or before the Closing
Date.  All  of  the  issued  and  outstanding  Company  Shares  have  been  duly
authorized,  are  validly issued, fully paid, and nonassessable, and are held of
record  by  the  respective Company equity holders as set forth in Schedule 3.2.
There are no other outstanding or authorized options, warrants, purchase rights,
subscription  rights,  conversion rights, exchange rights, or other contracts or
commitments that could require the Company to issue, sell, or otherwise cause to
become  outstanding  any  of  its  capital  stock.  There  are no outstanding or
authorized  stock  appreciation, phantom stock, profit participation, or similar
rights  with  respect  to  the  Company.  There is no voting trusts, proxies, or
other  agreements  or  understandings  with respect to the voting of the capital
stock  of  the  Company.



     3.3.     Noncontravention.  Neither  the execution and the delivery of this
Agreement,  nor  the  consummation of the transactions contemplated hereby, will
(i)  violate  any constitution, statute, regulation, rule, injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which the Company is subject or any provision
of  the  charter  or  bylaws  of  the Company or (ii) conflict with, result in a
breach  of, constitute a default under, result in the acceleration of, create in
any  party the right to accelerate, terminate, modify, or cancel, or require any
notice  under  any  agreement,  contract,  lease,  license, instrument, or other
arrangement  to  which  of  the Company is a party or by which it is bound or to
which  any of its assets is subject (or result in the imposition of any Security
Interest  upon any of its assets).  The Company does not need to give any notice
to,  make  any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the parties to consummate the
transactions  contemplated  by  this  Agreement.

     3.4.     Title to Assets.  The Company has good and marketable title to, or
a  valid leasehold interest in, the properties and assets used by it, located on
its  premises,  or  shown on the Most Recent Balance Sheet or acquired after the
date  thereof,  free  and clear of all Security Interests, except for properties
and  assets disposed of in the Ordinary Course of Business since the date of the
Most  Recent  Balance  Sheet.

     3.5.     Subsidiaries.  The  Company  does  not  have  any  subsidiary
corporations or any investments in other business ventures, and is not a partner
or  joint  venturer  in  any  partnership  or  joint  venture  enterprise.

     3.6.     Financial  Statements.  Schedule  3.6  sets  forth  the  following
financial  statements  (collectively  the "Financial Statements"): (i) unaudited
consolidating  balance sheets and statements of income, changes in stockholders'
equity,  and cash flow as of and for the fiscal year ended December 31, 1999 for
the Company (the "Most Recent Fiscal Year End") and unaudited balance sheets and
statements of income, changes in stockholder equity and cash flows as of and for
the  fiscal years ended December 31, 1998 and December 31, 1997 for the Company;
and  (ii)  unaudited  balance  sheets  and  statements  of  income,  changes  in
stockholders' equity, and cash flow (the "Most Recent Financial  Statements") as
of and for the period July 31, 2000 (the "Most Recent Fiscal Month End") for the
Company.  The  Financial  Statements  (including  the  notes  thereto) have been
prepared  in  accordance  with GAAP applied on a consistent basis throughout the
periods  covered  thereby, present fairly the financial condition of the Company
as  of such dates and the results of operations of the Company for such periods,
are  correct  and complete, and are consistent with the books and records of the
Company  (which  books and records are correct and complete); provided, however,
that  the  Most  Recent  Financial  Statements  are  subject  to normal year end
adjustments  (which  will  not be material individually or in the aggregate) and
lack  footnotes  and  other  presentation  items.

     3.7.     Events  Subsequent to Most Recent Financial Statements.  Since the
Most  Recent  Financial Statements, there has not been any adverse change in the
business,  financial  condition,  operations,  results  of operations, or future
prospects  of  the  Company.  Without  limiting the generality of the foregoing,
since  that  date:



     (a)     the  Company  has not sold, leased, transferred, or assigned any of
its  assets,  tangible or intangible, other than for a fair consideration in the
Ordinary Course of Business, except as set forth on the Schedule of Disclosures;

     (b)     the Company has not entered into any agreement, contract, lease, or
license  (or  series  of  related  agreements,  contracts, leases, and licenses)
outside  the Ordinary Course of Business, except as set forth on the Schedule of
Disclosures;

     (c)     the  Company  has not imposed any Security Interest upon any of its
assets,  tangible  or  intangible;

     (d)     the Company has not granted any license or sublicense of any rights
under  or  with respect to any Intellectual Property outside the Ordinary Course
of  Business,  except  as  set  forth  on  the  Schedule  of  Disclosures;  or

     (e)     there  has  been  no  change  made  or authorized in the charter or
bylaws  of  any  of  the  Company;

     3.8.     Undisclosed  Liabilities.  The Company does not have any Liability
(and  there  is  no  Basis  for  any present or future action, suit, proceeding,
hearing,  investigation,  charge,  complaint, claim, or demand against it giving
rise  to  any  Liability),  except  for Liabilities set forth in the Most Recent
Financial  Statement.

     3.9.    Tax  Matters.

     (a)     The Company has filed all Tax Returns that it was required to file.
All  such Tax Returns were correct and complete in all respects.  All Taxes owed
by the Company (whether or not shown on any Tax Return), if any, have been paid.
The  Company  currently  is  not the beneficiary of any extension of time within
which  to file any Tax Return.  No claim has ever been made by an authority in a
jurisdiction  where  the  Company does not file Tax Returns that it is or may be
subject  to  taxation  by that jurisdiction.  There are no Security Interests on
any  of  the assets of the Company that arose in connection with any failure (or
alleged  failure)  to  pay  any  Tax.

     (b)     The  Company  has withheld and paid all Taxes required to have been
withheld  and  paid  in  connection  with amounts paid or owing to any employee,
independent  contractor,  creditor,  stockholder,  or  other  third  party.

     (c)     The  Company  has  previously  made  an  election (whether valid or
invalid)  to  be  treated  as  an  "S"  corporation  under  the  Code.

     3.10.   Real  Property.

     (a)     The Company does not own and has never owned any real property, and
does not have any outstanding options or rights of first refusal to purchase any
real  property,  or  any  interest  therein.



     (b)     Schedule  3.10 lists and describes briefly all real property leased
or  subleased  to  the  Company.  The  Company has delivered to DGBI correct and
complete  copies  of  the  leases  and/or  subleases listed in Schedule 3.10 (as
amended  to  date).  With  respect to each lease and sublease listed in Schedule
3.10, the lease and/or sublease is  terminable prior to the Closing Date and the
Company  has  taken  or  will  take  all necessary steps to terminate such lease
and/or  sublease  as  of  the  Closing  Date.

     3.11.   Intellectual  Property.

     (a)     To  the  Knowledge  of  the  Company:

     (i)     Exhibit  A  contains  a complete and accurate list of the Software,
which  the  Company  sells,  licenses or otherwise distributes.  The Company has
good,  sole,  and  marketable  right, title, and interest in and to the Software
(including  the  exclusive  right  to  make, copy, sell, exploit, and provide to
others  the use of the Software and all derivative works thereof) free and clear
of  any  encumbrances and adverse rights of every kind, nature, and description.
Except  for  technology  supplied by third party vendors disclosed in Exhibit A,
the  Software and every portion thereof are an original creation and property of
the  Company;

     (ii)     the  Company  has  obtained  no copyrights by registration and has
made  no  application  for  such  copyrights;  and

     (iii)    the  Company  has  no  registered trademarks, trade names, service
marks  or  pending  applications to register trademarks, trade names, or service
marks,  related  to  the  Software  or  any  other  products or services sold or
licensed  by  it  or  which  it  otherwise  uses in the conduct of its business.

     (b)     The  Company  does  not  own or use any patents or applications for
patents  that  relate  to  or  affect the Software or any other products sold or
licensed  by  it  or  assets owned by it or used in the conduct of its business;

     (c)     The  Company  has  not  infringed  or  misappropriated,  and is not
infringing  or  misappropriating,  on any United States trademark, service mark,
trade name, copyright, patent, or Trade Secret of another Person and there is no
claim  pending  or  threatened  against  the Company with respect to any alleged
infringement  of  any  United  States  trademark,  service  mark,  trade  name,
copyright, patent, or Trade Secret owned by another Person.  The Company and the
Signatory  Equity Holders have no Knowledge that any Person is infringing on any
trademark,  service  mark, trade name, copyright, patent, or Trade Secret of the
Company.

     3.12.   Tangible  Assets.  The  Company  owns  or leases the equipment, and
other  tangible assets necessary for the conduct of the business as set forth in
the  Financial  Statements.

     3.13    Inventory.  The  Company  does  not  maintain  any  inventory.

     3.14.   Contracts.  Schedule  3.14  lists the following contracts and other
agreements  to  which  the  Company  is  a  party:

     (a)     any  agreement (or group of related agreements) under which it has
created,  incurred,  assumed, or guaranteed any indebtedness for borrowed money,
or  any  capitalized  lease  obligation,  in  excess  of  $5,000  or  under
which  it  has  imposed  a  Security  Interest on any of its assets, tangible or
intangible;



     (b)     any  agreement  with  any of the Signatory Equity Holders and their
Affiliates;

     (c)     any  profit  sharing,  stock  option,  stock  purchase,  stock
appreciation, deferred compensation, severance, or other plan or arrangement for
the  benefit  of  its  current  or  former  directors,  officers, and employees;

     (d)     any  agreement for the employment of any individual on a full time,
part time, consulting, or other basis providing annual compensation in excess of
$25,000  or  providing  severance  benefits;

     (e)     any  agreement  under which it has advanced or loaned any amount to
any  of  its  directors,  officers, and employees outside the Ordinary Course of
Business;  or

     (f)     any third party agreement under which the consequences of a default
or  termination  could  have  an  adverse  effect  on  the  business,  financial
condition,  operations, results of operations, or future prospects of any of the
Company.

     3.15.   Notes  and  Accounts Receivable.  All notes and accounts receivable
of  the  Company are reflected properly on the Most Recent Financial Statements,
are  valid  receivables  subject to no setoffs or counterclaims, are current and
collectible,  and  will  be  collected  in  accordance with their terms at their
recorded  amounts,  subject  only  to the reserve for bad debts set forth on the
Most  Recent  Financial  Statements  as  adjusted  for  the  passage  of time in
accordance  with  the  past  custom  and  practice  of  the  Company.

     3.16.   Litigation.  To  each  of  the  Company's  and the Signatory Equity
Holders'  Knowledge,  the  Company  (i)  is  not  subject  to  any  outstanding
injunction,  judgment, order, decree, ruling, or charge, or (ii) is not a party,
or  is  threatened to be made a party, to any action, suit, proceeding, hearing,
or investigation of, in, or before any court or quasi judicial or administrative
agency  of  any  federal,  state,  local,  or foreign jurisdiction or before any
arbitrator.

     3.17.   Product  Warranty.  Each  Software  product manufactured, licensed,
transferred  or  delivered  by  the  Company  has  been  in  conformity with all
applicable  contractual  commitments  and  all  express  and implied warranties.

     3.18.   Employee  Benefits.  The  Company  has  no  Employee  Benefit Plans
that the Company maintains or to which the Company contributes, other than Stock
Option  agreements  granted  by  the  Company  and  described  in  Section  3.2.

     3.19.   Guaranties.  The  Company  is  not  a  guarantor  or  otherwise  is
liable  for  any  Liability  or obligation (including indebtedness) of any other
Person.

     3.20.   Environmental,  Health,  and  Safety  Matters.  The  Company  has
complied  and  is  in  compliance  with  all  Environmental,  Health, and Safety
Requirements.

     3.21.   Brokers,  Finders  and  Agents.  Except  as  set  forth on Schedule
3.21,  the Company has no liability or obligation to pay any fees or commissions
to  any broker, finder or agent with respect to the transactions contemplated by
this  Agreement.

     3.22.   Hart  Scott  Rodino  Act.  With  respect  to  the  transactions
contemplated  by  this  Agreement  and  for  purposes  of  compliance  with  the
requirements of the Hart Scott Rodino Act, the acquired person is not engaged in
manufacturing and does not have $10 million or more in assets or $100 million or
more  in  annual  net  sales  as  the  foregoing  terms  are  defined  in  the
Hart-Scott-Rodino  Act  and  the  rules  promulgated  thereunder.



     3.23.   Disclosure.  The  representations  and warranties contained in this
Article  3  do  not  contain  any untrue statement of a material fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information  contained  in  this  Article  3  not  misleading.

     3.24.   Legal  Capacity  and  Due  Execution.  Each of the Signatory Equity
Holders  has  all  requisite  legal  capacity  to  enter into this Agreement and
perform  his  or  her  obligations  hereunder.  This Agreement has been duly and
validly  executed  and  delivered by the Signatory Equity Holders and is a valid
and  binding  obligation of Signatory Equity Holders enforceable against each of
them  in  accordance  with  its  terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws  or  by  equitable
principles  relating  to  or  limiting  creditor's  rights  generally.

     3.25.   Capital  Stock  Ownership.  All  of the Company Shares are owned by
the  Signatory Equity Holders and held free and clear of any liens, encumbrances
and  obligations.  The  Company  equity  holders  are set forth in Schedule 3.2.

                                   ARTICLE 4.

                     REPRESENTATIONS AND WARRANTIES OF DGBI

     DGBI  represents  and  warrants to the Company and Signatory Equity Holders
that  the statements contained in this Article 4 are true and correct as  of the
Closing  Date.

     4.1.    Organization  of  DGBI.  DGBI  is  a  corporation  duly  organized,
validly  existing,  and  in good standing under the laws of the State of Nevada.
DGBI  is  duly  authorized to conduct business and is in good standing under the
laws  of  each jurisdiction where such qualification is required.  DGBI has full
corporate  power  and  authority  and  all licenses, permits, and authorizations
necessary  to  carry  on  the  businesses in which it is engaged and in which it
presently proposes to engage and to own and use the properties owned and used by
it.  DGBI  is  not  in  default  under  or  in violation of any provision of its
charter  or  bylaws.

     4.2.    Authorization  of  Transaction.  DGBI  has full power and authority
(including  full  corporate  power  and  authority)  to execute and deliver this
Agreement  and to perform its obligations hereunder.  This Agreement constitutes
the valid and legally binding obligation of DGBI, enforceable in accordance with
its  terms  and  conditions.  DGBI does not need to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or  governmental  agency in order to consummate the transactions contemplated by
this  Agreement.

     4.3.    Noncontravention.  Neither  the  execution and the delivery of this
Agreement,  nor  the  consummation of the transactions contemplated hereby, will
(A)  violate  any constitution, statute, regulation, rule, injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which either DGBI is subject or any provision
of its charter or bylaws or (B) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or  require  any notice under any
agreement,  contract,  lease, license, instrument, or other arrangement to which
DGBI  is  a  party  or  by  which  it  is bound or to which any of its assets is
subject,  which  (in either case of clause A or clause B), would have a material
adverse  effect  upon  the  transactions  contemplated  by  this  Agreement.

     4.4.    Title  to  Assets.  DGBI  has  good  and  marketable title to, or a
valid  leasehold  interest  in, the properties and assets used by it, located on
its premises, or acquired after the date thereof, free and clear of all Security
Interests,  except  for properties and assets disposed of in the Ordinary Course
of  Business.



     4.5.    Tax  Matters.

     (a)     DGBI  has  filed all Tax Returns that it was required to file.  All
such  Tax  Returns were correct and complete in all respects.  All Taxes owed by
DGBI  (whether  or  not  shown on any Tax Return), if any, have been paid.  DGBI
currently  is  not the beneficiary of any extension of time within which to file
any  Tax  Return.  No claim has ever been made by an authority in a jurisdiction
where DGBI does not file Tax Returns that it is or may be subject to taxation by
that jurisdiction.  There are no Security Interests on any of the assets of DGBI
that  arose  in connection with any failure (or alleged failure) to pay any Tax.

     (b)     DGBI has withheld and paid all Taxes required to have been withheld
and  paid  in connection with amounts paid or owing to any employee, independent
contractor,  creditor,  stockholder,  or  other  third  party.

     4.6.    Intellectual  Property.  To  the  Knowledge  of  DGBI:

     (a)     DGBI  has  good, sole, and marketable right, title, and interest in
and  to the technology and products it markets (including the exclusive right to
make,  copy,  sell, exploit, and provide to others the use of the technology and
products  and  all  derivative works thereof) free and clear of any encumbrances
and  adverse  rights  of  every  kind,  nature,  and  description.  Except  for
technology  supplied  by  third  party  vendors, the technology and products and
every  portion  thereof  are  an  original creation and property of the Company;

     (b)     DGBI has not infringed or misappropriated, and is not infringing or
misappropriating,  on  any  United  States  trademark, service mark, trade name,
copyright,  patent,  or  Trade  Secret  of  another Person and there is no claim
pending  or  threatened against DGBI with respect to any alleged infringement of
any  United  States  trademark,  service mark, trade name, copyright, patent, or
Trade  Secret owned by another Person.  DGBI has no Knowledge that any Person is
infringing  on  any  trademark,  service mark, trade name, copyright, patent, or
Trade  Secret  of  DGBI.

     4.7.    Litigation.  To  DGBI's  Knowledge,  DGBI (i) is not subject to any
outstanding  injunction,  judgment, order, decree, ruling, or charge, or (ii) is
not  a  party,  or  is  threatened  to  be  made  a  party, to any action, suit,
proceeding,  hearing,  or  investigation  of,  in,  or before any court or quasi
judicial  or  administrative  agency  of  any  federal, state, local, or foreign
jurisdiction  or  before  any  arbitrator.

     4.8.    Disclosure.  The  representations  and warranties contained in this
Article  4  do  not  contain  any untrue statement of a material fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information  contained  in  this  Article  4  not  misleading.

     4.9.    Brokers'  Fees.  DGBI  has  no  Liability or  obligation to pay any
fees  or  commissions  to  any  broker,  finder,  or  agent  with respect to the
transactions  contemplated  by  this  Agreement.



                                   ARTICLE 5.

                              PRE-CLOSING COVENANTS

     The  parties to this Agreement agree as follows with respect to the period,
if  any,  between  the  execution  of  this  Agreement  and  the  Closing  Date.

     5.1.    General.  Each  of the  parties will use his or its reasonable best
efforts  to take all action and to do all things necessary, proper, or advisable
in  order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction of the closing conditions set forth in Article
7  below).

     5.2.    Operation  of  Business.  The  Company  will  not  engage  in  any
practice,  take  any  action, or enter into any transaction outside the Ordinary
Course  of  Business.

     5.3.    Preservation  of  Business.  The  Company  will  keep its  business
substantially  intact,  including  its  present operations, physical facilities,
working  conditions,  and  relationships  with  lessors,  licensors,  suppliers,
customers,  and  employees.

     5.4.    Full  Access.  The  Company will  permit representatives of DGBI to
have  full  access  to  all  premises,  properties,  personnel,  books,  records
(including  Company  Tax  records), contracts, and documents of or pertaining to
the  Company.

     5.5.    Notice  of  Developments.  The  Company  will  give  prompt written
notice  to  DGBI  of any material adverse development causing a breach of any of
the  representations  and  warranties in Article 3 above.  DGBI will give prompt
written  notice  to  the  Company  of any material adverse development causing a
breach  of  any  of  the  representations and warranties in Article 4 above.  No
disclosure  by  any party pursuant to this Section 5.5, however, shall be deemed
to  amend  or  supplement  the Schedules of Disclosure or to prevent or cure any
misrepresentation,  breach  of  warranty,  or  breach  of  covenant.

                                   ARTICLE 6.

                             POST CLOSING COVENANTS

     The  parties  agree  as  follows  with  respect to the period following the
Closing.

     6.1.    General.  In  case at any time after the Closing any further action
is  necessary  to  carry out the purposes of this Agreement, each of the parties
will  take  such  further  action  (including the execution and delivery of such
further  instruments  and  documents) as any other party reasonably may request,
all  at the sole cost and expense of the requesting party (unless the requesting
party  is  entitled  to  indemnification  therefore  under  Article  8  below).

     6.2.    Confidentiality.  Each of  Signatory Equity Holders and the Company
will  treat  and  hold as such all of the Confidential Information, refrain from
using  any  of  the  Confidential  Information  except  in  connection with this
Agreement, and deliver promptly to DGBI or destroy, at the request and option of
DGBI,  all tangible embodiments (and all copies) of the Confidential Information
which are in his or its possession.  The foregoing provisions shall not apply to
any  Confidential  Information,  which  is  generally  available  to  the public
immediately  prior  to  the  time  of  disclosure.

     6.3     Collection  of  Accounts Receivable.  DGBI and the Signatory Equity
Holders agree that they will cooperate in making commercially reasonable efforts
to  collect  Company's  accounts  receivable.



                                   ARTICLE 7.

                        CONDITIONS TO OBLIGATION TO CLOSE

     7.1.    Conditions  to  Obligation  of  DGBI.  The  obligation  of  DGBI to
consummate the transactions to be performed by it in connection with the Closing
is  subject  to  satisfaction  of  the  following  conditions:

     (a)     Representations  True  at  Closing.  The  representations  and
warranties  set  forth  in  Article  3  above  shall  be true and correct in all
material  respects  at  and  as  of  the  Closing  Date;

     (b)     Covenants  Performed.  Each of the Signatory Equity Holders and the
Company  shall have performed and complied with all of their covenants hereunder
in  all  material  respects  through  the  Closing;

     (c)     No  Litigation.  No action, suit, or proceeding shall be pending or
threatened  before  any  court or quasi-judicial or administrative agency of any
federal,  state,  local,  or  foreign  jurisdiction  or  before  any arbitrator.
Excepted  from  this  paragraph  is  a  lawsuit currently pending against Online
Television Network Services which company is being acquired by DGBI at about the
same time this transaction is scheduled to close. The lawsuit is styled Jonathan
Neil  &  Associates,  Inc. (plaintiff) v. Online Television Network Services aka
Online  Television  Network  Services,  Inc.  dba  OTVNET (defendant), Case. No.
00K6802,  pending  in  the  Los  Angeles  County  Municipal  Court  (Limited
Jurisdiction),  claiming  damages  of  $25,569.32  plus  pre-judgment  interest,
attorney's  fees  and  costs,  for  breach  of  contract  related to headhunting
services  allegedly  supplied  to  defendant.

     (d)     Closing  Certificate.  The  Company  shall have delivered to DGBI a
certificate to the effect that each of the conditions specified above in Section
7.1  is  satisfied  in  all  respects;

     (e)     Delivery  of  Certificates.  The  Company will surrender to DGBI at
the  Closing  any  and  all  original  Certificates;

     (f)     Employment  Agreements.  Each of the Signature Equity Holders shall
have  accepted  an  employment  offer  letter  and/or entered into an Employment
Agreement  with  DGBI  in  the  form  attached  hereto  as  Exhibit  E;

     (g)     Company Equity Holder Approval.  The Signatory Equity Holders shall
have  approved  this  Agreement and the Merger and the transactions contemplated
thereby;

     (h)     Director  Approval.  The  Company  directors shall have unanimously
approved  this  Agreement  and  the  Merger  and  the  transactions contemplated
thereby;

     (i)     General  Satisfaction  of  Closing  Conditions.  All  actions to be
taken  by  Company  in  connection  with  consummation  of  the  transactions
contemplated  hereby  and  all  certificates,  opinions,  instruments, and other
documents  required  to  effect  the  transactions  contemplated  hereby will be
satisfactory  in  form  and  substance  to  DGBI.



     7.2.    Conditions  to  Obligation  of  Signatory  Equity  Holders  and the
Company.  The  obligation  of  Signatory  Equity  Holders  and  the  Company  to
consummate  the  transactions  to  be  performed  by them in connection with the
Closing  is  subject  to  satisfaction  of  the  following  conditions:

     (a)     Representations  True  at  Closing.  The  representations  and
warranties  set  forth  in  Article  4  above  shall  be true and correct in all
material  respects  at  and  as  of  the  Closing  Date;

     (b)     Performance  of  Covenants.  DGBI shall have performed and complied
with  all  of  its  covenants  hereunder  in  all  material respects through the
Closing;

     (c)     No  Litigation.  No action, suit, or proceeding shall be pending or
threatened  before  any  court or quasi judicial or administrative agency of any
federal,  state,  local,  or  foreign  jurisdiction  or  before  any arbitrator;

     (d)     Closing  Certificate.  DGBI  shall  have delivered to the Company a
certificate to the effect that each of the conditions specified above in Section
7.2  is  satisfied  in  all  respects;

     (e)     Delivery of Certificates.  DGBI will deliver to the Company and the
Company  equity  holders at the Closing the respective certificates representing
the  shares  of  DGBI  stock  to  which  they  are  entitled.

     (f)     Director  Approval.  The  DGBI  directors  shall  have  unanimously
approved  this  Agreement  and  the  Merger  and  the  transactions contemplated
thereby;

     (g)     General  Satisfaction  of  Closing  Conditions.  All  actions to be
taken  by  DGBI in connection with consummation of the transactions contemplated
hereby  and  all  certificates,  opinions,  instruments,  and  other  documents
required  to effect the transactions contemplated hereby will be satisfactory in
form  and  substance  to  the  Signatory  Equity  Holders  and  the  Company.



                                   ARTICLE 8.

                            INDEMNIFICATION REMEDIES

     8.1.    Indemnification  Provisions  for Benefit of DGBI.  In the event the
Company  or  Signatory  Equity Holders breaches (or in the event any third party
alleges  facts  that, if true, would mean either the Company or Signatory Equity
Holders  has  breached)  any  of its respective representations, warranties, and
covenants contained herein (including without limitation the representations and
warranties  set forth in Article 3 and the covenants set forth in Articles 5 and
6  and  Section  12)  and,  provided  that  DGBI  makes  a  written  claim  for
indemnification  against either the Company or Signatory Equity Holders pursuant
to Section 12.7 below, then each of the Signatory Equity Holders and the Company
jointly  and  severally agree to indemnify DGBI from and against the entirety of
any Adverse Consequences DGBI may suffer through and after the date of the claim
for  indemnification  (including  any Adverse Consequences DGBI may suffer after
the  end of the survival period) resulting from, arising out of, relating to, in
the  nature  of,  or  caused  by  the  breach  (or  the  alleged  breach).

     8.2.    Indemnification  Provisions  for  Benefit  of  Signatory  Equity
Holders.  In  the  event  DGBI breaches (or in the event any third party alleges
facts  that,  if true, would mean DGBI has breached) any of its representations,
warranties, and covenants contained herein, and provided that the Company or the
Signatory  Equity  Holders make a written claim for indemnification against DGBI
pursuant  to  Section  12.7 below, then DGBI agrees to indemnify the Company and
Signatory  Equity  Holders  from  and  against  the  entirety  of  any  Adverse
Consequences  the Company and/or the Signatory Equity Holders may suffer through
and  after the date of the claim for indemnification resulting from, arising out
of,  relating  to,  in  the  nature  of, or caused by the breach (or the alleged
breach).

     8.3.    Matters  Involving  Third  Parties.

     (a)     If any third party shall notify any party (the "Indemnified Party")
with  respect  to  any  matter  (a "Third Party Claim") which may give rise to a
claim  for  indemnification  against  any other party (the "Indemnifying Party")
under  this  Article  8,  then  the Indemnified Party shall promptly notify each
Indemnifying  Party  thereof in writing; provided, however, that no delay on the
part  of  the  Indemnified  Party  in  notifying  any  Indemnifying  Party shall
relieve  the  Indemnifying  Party from any obligation hereunder unless (and then
solely  to  the  extent)  the  Indemnifying  Party  thereby  is  prejudiced.

     (b)     Any  Indemnifying  Party  will  have  the  obligation to defend the
Indemnified  Party  against  the Third Party Claim with counsel of its choice so
long  as  (i)  the  Indemnifying Party notifies the Indemnified Party in writing
within  15  days after the Indemnified Party has given notice of the Third Party
Claim  that the Indemnifying Party will indemnify the Indemnified Party from and
against  the  entirety  of  any  Adverse  Consequences the Indemnified Party may
suffer  resulting from, arising out of, relating to, in the nature of, or caused
by the Third Party Claim, (ii) the Third Party Claim involves only money damages
and  does  not  seek  an  injunction  or  other  equitable relief, and (iii) the
Indemnifying  Party  conducts  the defense of the Third Party Claim actively and
diligently.

     (c)     If  the  Indemnifying  Party  is  not conducting the defense of the
Third  Party Claim in accordance with Section 8.4 (b) above, (i) the Indemnified
Party  may  retain  separate  co-counsel  at  the  Indemnifying Party's cost and
expense  and  participate  in  the  defense  of  the Third Party Claim, (ii) the
Indemnified  Party  will  not consent to the entry of any judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent  of  the  Indemnifying  Party, and (iii) the Indemnifying Party will not
consent  to  the entry of any judgment or enter into any settlement with respect
to  the  Third  Party Claim without the prior written consent of the Indemnified
Party.

     (d)     In  the  event any of the conditions in Section 8.4 (b) above is or
becomes  unsatisfied, however, (i) the Indemnified Party may defend against, and
consent  to  the entry of any judgment or enter into any settlement with respect
to,  the  Third  Party  Claim  in  any  manner  it may deem appropriate (and the
Indemnified  Party  need  not  consult  with,  or  obtain  any consent from, any
Indemnifying  Party  in  connection therewith), (ii) the Indemnifying Party will
reimburse  the  Indemnified  Party  promptly  and  periodically for the costs of
defending  against  the  Third Party Claim (including reasonable attorneys' fees
and  expenses), and (iii) the Indemnifying Party will remain responsible for any
Adverse  Consequences  the  Indemnified Party may suffer resulting from, arising
out of, relating to, in the nature of, or caused by the Third Party Claim to the
fullest  extent  provided  in  this  Article  8.

     8.4.    Limits  on  Indemnification Obligations.  Notwithstanding  anything
in  this Article 8 to the contrary, in no event shall the liability of Signatory
Equity Holders and Company, on the one hand, and DGBI, on the other hand, exceed
the  value  of  the  Merger  Consideration  set  forth  in  Section  2.7 hereof.

     8.5.    Other  Indemnification  Provisions.  The foregoing  indemnification
provisions  are  in  addition  to,  and  not  in  derogation  of, any statutory,
equitable,  or common law remedy any party may have with respect to the Company,
Signatory  Equity  Holders  or  DGBI,  or  the transactions contemplated by this
Agreement;  PROVIDED,  HOWEVER,  THAT  IN NO EVENT SHALL ANY PARTY BE LIABLE FOR
SPECIAL,  INCIDENTAL,  INDIRECT  OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY
CLAIMS,  LOSSES,  DAMAGES, OR INJURIES ARISING OUT OF THE CONDUCT OF THE PARTIES
PURSUANT  TO  THIS  AGREEMENT.



                                   ARTICLE 9.

                                   TAX MATTERS

     The  following  provisions shall govern the allocation of responsibility as
between  DGBI,  Company and the Signatory Equity Holders for certain tax matters
following  the  Closing  Date:

     9.1.    Tax  Periods  Ending  on  or  Before  the  Closing Date.  Signatory
Equity  Holders  shall  prepare  or cause to be prepared and file or cause to be
filed  at  its  sole  expense  and  cost all Tax Returns for the Company for all
periods ending on or prior to the Closing Date which are filed after the Closing
Date.

     9.2.    Tax  Periods  Beginning  and  Ending  After the Closing Date.  DGBI
shall  prepare or cause to be prepared and file or cause to be filed at its sole
expense  and  cost any Tax Returns of the Company for Tax periods which begin on
the  Closing  Date  and  end  after  the  Closing  Date.

     9.3.    Cooperation  on  Tax  Matters.    DGBI  and  the  Signatory  Equity
Holders  shall cooperate fully, as and to the extent reasonably requested by the
other  party,  in  connection  with  the  filing of Tax Returns pursuant to this
Section  and  any  audit,  litigation or other proceeding with respect to Taxes.
Such  cooperation  shall  include  the  retention  and  (upon  the other party's
request)  the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees available
on a mutually convenient basis to provide additional information and explanation
of  any  material  provided  hereunder.

                                   ARTICLE 10.

                                   TERMINATION

     10.1.    Termination  of  Agreement.  The  parties  may  terminate  this
Agreement  as  provided  below:

     (a)     DGBI  may  terminate this Agreement by giving written notice to the
Company  at  any  time  prior  to  the Closing (i) in the event any of Signatory
Equity  Holders  or  the  Company  has  breached  any  material  representation,
warranty,  or covenant contained in this Agreement in any material respect, DGBI
has  notified  the  Company  of the breach, and the breach has continued without
cure  for  a period of 30 days after the notice of breach or (ii) if the Closing
shall  not  have  occurred  on  or  before  September 29, 2000, by reason of the
failure  of any condition precedent under Section 7.1 hereof (unless the failure
results  primarily  from  DGBI itself breaching any representation, warranty, or
covenant  contained  in  this  Agreement);  and

     (b)     Signatory  Equity  Holders  or  the Company may each terminate this
Agreement  by giving written notice to DGBI at any time prior to the Closing (i)
in  the  event  DGBI  has  breached  any  material  representation, warranty, or
covenant  contained  in this Agreement in any material respect, Signatory Equity
Holders  or  the  Company  have  notified DGBI of the breach, and the breach has
continued  without  cure  for  a period of 30 days after the notice of breach or
(ii)  if the Closing shall not have occurred on or before September 29, 2000, by
reason  of  the  failure  of  any  condition  precedent under Section 7.2 hereof
(unless  the  failure  results primarily from any of Signatory Equity Holders or
the Company itself breaching any representation, warranty, or covenant contained
in  this  Agreement).



     10.2.   Effect  of  Termination.  If  any  party  terminates this Agreement
pursuant  to  Section  10.1  above,  all  rights  and obligations of the parties
hereunder  shall terminate without any Liability of any party to any other party
(except  for any Liability of any party then in breach); provided, however, that
notwithstanding  anything  to  the  contrary in this Agreement or otherwise, the
provisions of Section 6.2 of the Agreement shall survive any termination of this
Agreement.

                                   ARTICLE 11.

                                    DISPUTES

     11.1.   Amicable  Resolution.  The  parties  mutually  desire that friendly
collaboration will develop between them.  Accordingly, they shall try to resolve
in  a  friendly  manner  all  disagreements and misunderstandings connected with
their  respective  rights  and  obligations  under this Agreement, including any
amendments  hereof.

     11.2.   Mediation  and  Alternative Dispute Resolution.  To the extent that
any  misunderstanding  or  dispute  cannot  be  resolved agreeably in a friendly
manner,  the  dispute  will  be mediated by a mutually acceptable mediator to be
chosen  by  DGBI  and Signatory Equity Holders within forty-five (45) days after
written  notice  by  one  of  the parties demanding mediation. Neither party may
unreasonably withhold consent to the selection of a mediator, however, by mutual
agreement  DGBI  and  Signatory Equity Holders may postpone mediation until each
has  completed  specified  but limited discovery with respect to a dispute.  The
parties  may  also  agree  to  attempt  some  other  form of alternative dispute
resolution ("ADR") in lieu of mediation, including by way of example and without
limitation  neutral fact-finding or a mini-trial.  Any dispute which the parties
cannot  resolve  through  negotiation, mediation or other form of ADR within six
months  of  the date of the initial demand for it by one of the parties may then
be  submitted  to  the  courts within Nevada for resolution.  The use of any ADR
procedures  will  not  be  construed  under  the  doctrines of laches, waiver or
estoppel  to  affect  adversely  the  rights  of  either party.  Nothing in this
Article  11  will prevent either party from resorting to judicial proceedings if
(i)  good  faith efforts to resolve the dispute under these procedures have been
unsuccessful or (ii) interim relief from a court is necessary to prevent serious
and  irreparable  injury  to  one  party  or  to  others.

     11.3.   Costs.  Each  of  DGBI  and the Signature Equity Holders shall bear
its  costs  of  mediation,  provided  that DGBI and the Signatory Equity Holders
agree  to  share  the  costs  of  the  mediator  equally.

                                   ARTICLE 12.

                                  MISCELLANEOUS

     12.1.   Press  Releases  and  Public  Announcements.  No  party shall issue
any press release or make any public announcement relating to the subject matter
of  this  Agreement  prior  to the Closing without the prior written approval of
DGBI  and  Signatory  Equity Holders; provided, however, that any party may make
any public disclosure it believes in good faith is required by applicable law or
any  listing  or trading agreement concerning its publicly traded securities (in
which  case  the  disclosing party will use its best efforts to advise the other
parties  prior  to  making  the  disclosure).

     12.2.   No  Third-Party  Beneficiaries.  This  Agreement  shall  not confer
any  rights  or remedies upon any Person other than the parties herein and their
respective  successors  and  permitted  assigns.



     12.3.   Entire  Agreement.  This  Agreement  (including  the  documents
referred  to  herein)  constitutes  the  entire  agreement among the parties and
supersedes  any prior understandings, agreements, or representations by or among
the  parties,  written  or  oral,  to  the extent they related in any way to the
subject  matter  hereof.

     12.4.   Succession  and  Assignment.  This  Agreement shall be binding upon
and  inure  to  the  benefit  of  the  parties named herein and their respective
successors  and permitted assigns.  No party may assign either this Agreement or
any  of his or its rights, interests, or obligations hereunder without the prior
written  approval  of  DGBI  and  Signatory  Equity  Holders.

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

     12.6.   Headings.  The  section  headings  contained  in this Agreement are
inserted  for  convenience  only  and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

     12.7.   Notices.  All  notices,  requests,  demands,  claims,  and  other
communications  hereunder  will  be  in  writing.  Any  notice, request, demand,
claim,  or  other  communication  hereunder  shall  be deemed duly given if (and
then two business days after) it is sent by registered or certified mail, return
receipt  requested,  postage prepaid, and addressed to the intended recipient as
set  forth  below:

If  to  DGBI:                                Copy  to:
Digital  Bridge,  Inc.                       David  E.  Wise,  Esq.
1860  El  Camino  Real,  Suite  100          1600  Glorietta  Blvd.
Burlingame,  CA  94010                       Coronado,  CA  92118
Attention:  Aaron  Lang,  President

If  to  Signatory  Equity
Holders  or  Company:                        Copy  to:
Seth  Pollack                                Robert  W.  Dunaway,  Esq.
17223  N.  Fairway  Ct.                      Technology  Law  Center,  LLC
Glendale,  AZ  85308                         4350  E.  Camelback Road, Ste. B200
                                             Phoenix,  AZ  85018

Any  party  may  send any notice, request, demand, claim, or other communication
hereunder  to  the  intended  recipient at the address set forth above using any
other  means (including personal delivery, expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but  no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless  and until it actually is received by the intended recipient.  Any
party  may  change  the address to which notices, requests, demands, claims, and
other  communications  hereunder are to be delivered by giving the other parties
notice  in  the  manner  herein  set  forth.

     12.8.   Governing  Law.  This  Agreement shall be governed by and construed
in  accordance  with  the  domestic  laws  of the State of Nevada without giving
effect  to any choice or conflict of law provision or rule (whether of the State
of  Nevada  or  any  other jurisdiction) that would cause the application of the
laws  of  any  jurisdiction  other  than  the  State  of  Nevada.

     12.9.   Amendments  and  Waivers.  No  amendment  of  any provision of this
Agreement shall be valid unless the same shall be in writing and signed by DGBI,
the  Company,  and  the Signatory Equity Holders.  No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional  or  not,  shall  be  deemed  to  extend  to any prior or subsequent
default,  misrepresentation,  or  breach  of  warranty  or covenant hereunder or
affect  in  any way any rights arising by virtue of any prior or subsequent such
occurrence.

     12.10.   Severability.  Any  term  or  provision  of this Agreement that is
invalid  or  unenforceable in any situation in any jurisdiction shall not affect
the  validity  or enforceability of the remaining terms and provisions hereof or
the  validity  or enforceability of the offending term or provision in any other
situation  or  in  any  other  jurisdiction.



     12.11.   Expenses.  Each  of  the  parties  will  bear his or its own costs
and  expenses  including,  without  limitation,  legal  fees,  auditors  fees,
investment  banker  fees  and  similar  costs  incurred  in connection with this
Agreement  and  the  transactions  contemplated  hereby  whether  or  not  the
transactions  contemplated  herein  are  consummated.

     12.12.   Construction.  The  parties  have  participated  jointly  in  the
negotiation  and  drafting  of  this  Agreement.  In  the  event an ambiguity or
question  of  intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring  or  disfavoring any party by virtue of the authorship of any of
the  provisions  of this Agreement.  Any reference to any federal, state, local,
or  foreign  statute  or  law  shall  be  deemed  also to refer to all rules and
regulations  promulgated thereunder, unless the context requires otherwise.  The
word  "including"  shall  mean including without limitation.  The parties intend
that  each  representation,  warranty,  and covenant contained herein shall have
independent  significance.  If  any  party  has  breached  any  representation,
warranty,  or  covenant  contained  herein  in  any respect, the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject  matter  (regardless  of  the  relative levels of specificity) which the
party  has  not  breached  shall  not detract from or mitigate the fact that the
party  is  in  breach  of  the  first  representation,  warranty,  or  covenant.

     12.13.   Incorporation  of  Exhibits,  and  Schedules.  The  Exhibits  and
Schedules  identified in this Agreement are incorporated herein by reference and
made  a  part  hereof.

     12.14.   Specific  Performance.  Each  of  the  parties  acknowledges  and
agrees  that  the other parties would be damaged irreparably in the event any of
the  provisions  of  this  Agreement  are not performed in accordance with their
specific  terms  or  otherwise  are  breached.  Accordingly, each of the parties
agrees  that the other parties shall be entitled to an injunction or injunctions
to  prevent  breaches  of  the  provisions  of  this  Agreement  and  to enforce
specifically  this  Agreement  and the terms and provisions hereof in any action
instituted  in  any  court  of  the  United  States  or any state thereof having
jurisdiction over the parties and the matter, in addition to any other remedy to
which  they  may  be  entitled,  at  law  or  in  equity.

     12.15.   Submission  to Jurisdiction.  Each of the  parties  submits to the
jurisdiction  of  any  state  or  federal  court sitting in Reno, Nevada, in any
action  or  proceeding  arising  out of or relating to this Agreement and agrees
that  all  claims  in  respect  of  the  action  or  proceeding may be heard and
determined in any such court.  Each party also agrees not to bring any action or
proceeding  arising  out  of  or  relating to this Agreement in any other court.

     12.16.   Attorneys'  Fees.  If  any  legal  proceeding  or  other  action
relating  to  this  Agreement  is brought or otherwise initiated, the prevailing
party  shall  be  entitled  to  recover  reasonable  attorney's  fees, costs and
disbursements (in addition to any other relief to which the prevailing party may
be  entitled).

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.


DGBI:

DIGITAL  BRIDGE,  INC.,
A  Nevada  corporation

By:  /s/  Aaron  C.  Lang
   ----------------------

Name:  Aaron  C.  Lang
     -----------------

Title:  President

COMPANY:

N2PLUS,  INC.,
A  Delaware  corporation

By:  /s/    Brian  Pollack
   -----------------------

Name:  Brian  Pollack
     ----------------

Title:  Chief  Executive  Officer


SIGNATORY  EQUITY  HOLDERS:

By:  /s/  Seth  Pollack
   --------------------

Seth  Pollack

Company  Shares  Owned:  5,920,559

By:  /s/  Brian  Pollack
   ---------------------

Brian  Pollack

Company  Shares  Owned:   13,814,638




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