EXHIBIT NO. 2.1


                          AGREEMENT AND PLAN OF MERGER
                                     BETWEEN
                              DIGITAL BRIDGE, INC.
                                       AND
                           24X7 DEVELOPMENT.COM, INC.

     AGREEMENT  AND PLAN OF  MERGER  ("Agreement"),  dated as of July 31,  2000,
between  Digital  Bridge,  Inc., a Nevada  corporation  whose address is 1860 El
Camino Real,  Burlingame,  California  94010 ("DGBI"),  such  corporation  being
herein sometimes called the "Surviving  Corporation," and 24x7  Development.com,
Inc., a Delaware  corporation  whose address is 16150 N.  Arrowhead,  Suite 240,
Peoria,  Arizona 85382 ("24x7"),  such corporation being herein sometimes called
the  "Disappearing  Corporation,"  with  DGBI and 24x7  being  herein  sometimes
collectively called the "Constituent Corporations."

I.   NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION AND BY-LAWS; BOARD
     OF DIRECTORS; OFFICERS

     1.01 Name of Surviving Corporation
     The  corporation  which shall  survive the merger  ("Merger")  contemplated
     hereby is  Digital  Bridge,  Inc.,  a Nevada  corporation.  The name of the
     Surviving Corporation shall continue to be "Digital Bridge, Inc."

     1.02 Articles of Incorporation and By-laws
     The  articles  of  incorporation  (as  defined  in Chapter 78 of the Nevada
     Revised  Statutes)  and the  by-laws of DGBI as in effect at the  Effective
     Time (as defined in Section 3.02 hereof) shall from and after the Effective
     Time be the  articles of  incorporation  and the  by-laws of the  Surviving
     Corporation until they are amended.

     1.03 Board of Directors and Officers
     The directors of DGBI at the Effective Time shall be the directors, and the
     officers  of DGBI at the  Effective  Time  shall  be the  officers,  of the
     Surviving  Corporation,  each to serve,  in each case until his  respective
     successor shall have been elected and qualified;  provided,  however,  that
     John C. Flanders, Jr. shall be elected to the offices of Director and Chief
     Executive Officer of DGBI at the closing of this transaction.

II.  STATUS AND CONVERSION OF SECURITIES

     2.01 Stock of Disappearing Corporation


     (a)  24x7 Common Stock.  Each share of common stock,  par value $ 0.001 per
          share, of 24x7 ("24x7 Common Stock") outstanding at the Effective Time
          shall,  subject to compliance with Section 2.01(d),  be converted into
          and exchanged  for 0.40 shares of common stock,  par value $ 0.001 per
          share,  of DGBI  ("DGBI  Common  Stock"),  except  that shares of 24x7
          Common Stock held in 24x7's  treasury at the  Effective  Time, if any,
          shall be cancelled.

     (b)  Dissenter's Rights.  Notwithstanding Section 2.01(a), no share of DGBI
          Common  Stock  shall be issued in respect of any shares of 24x7 Common
          Stock,  the holders of which shall object to the Merger in writing and
          demand payment of the value of their shares pursuant to Section 262 of
          the General  Corporation  Law of the State of Delaware and as a result
          payment  therefore  is made,  such  holders  to have  only  the rights
          provided by such Section 262.

     (c)  Surrender and Exchange of 24x7 Common Stock. Subject to the provisions
          of Section 2.01(a) and 2.01(d),  after the Effective Time, each holder
          of an outstanding  certificate or  certificates  ("Old  Certificates")
          theretofore  representing  shares of 24x7 Common Stock, upon surrender
          thereof to Signature Stock Transfer, Inc. ("Exchange Agent"), at 14675
          Midway Road,  Suite 221,  Addison,  Texas 75001,  shall be entitled to
          receive in  exchange  therefore a  certificate  or  certificates ("New
          Certificates"),  which DGBI agrees to make  available  to the Exchange
          Agent as soon as practicable  after the Effective  Time,  representing
          the number of whole shares of DGBI Common Stock into and for which the
          shares  of  24x7  Common  Stock   theretofore   represented   by  such
          surrendered Old Certificates  have been converted.  No certificates or
          scrip for  fractional  shares of DGBI Common Stock will be issued,  no
          DGBI stock  split or dividend  shall  relate to any  fractional  share
          interest,  and no such  fractional  share  interest  shall entitle the
          owner  thereof to vote or to any rights of a  shareholder  of DGBI. In
          lieu of the  issuance  or  recognition  of  fractional  shares of DGBI
          Common Stock or interests or rights therein,  the Exchange Agent shall
          pay  [subject to the last  sentence of this  Section  2.01(c)] to each
          holder of an Old Certificate,  upon surrender thereof as aforesaid, an
          amount of cash equal to the fair market value of any fractional  share
          of DGBI Common  Stock to which such holder  would be entitled  but for
          this Section 2.01(c),  without interest. For purposes of such payment,
          the fair market  value of any  fractional  share of DGBI Common  Stock
          shall be determined by taking the average closing price on the OTC: BB
          of DGBI  Common  Stock on the twenty  (20)  trading  days  immediately
          preceding the Effective Time.


     (d)  Endorsement of Shares of 24x7 Common Stock. The Old Certificates to be
          surrendered  by the  holders of 24x7  Common  Stock  shall be properly
          endorsed and otherwise in proper form for transfer in accordance  with
          the  share  exchange  instructions  provided  to the  holders  of such
          securities.


     (e)  Stock  Transfers.  As of the Effective Time, no transfer of the shares
          of 24x7 Common Stock  outstanding prior to the Effective Time shall be
          made on the stock  transfer  book of the  Surviving  Corporation.  If,
          after the  Effective  Time,  Old  Certificates  are  presented  to the
          Surviving  Corporation,  they shall be  exchanged  pursuant to Section
          2.01 (c).

     2.02  Nonassumption  or  Nonrecognition  of  24x7Options.  On and after the
     Effective  Time,  DGBI shall neither assume nor recognize any stock options
     outstanding  with respect to 24x7 Common Stock.  It is the intention of the
     24x7 to cause all  outstanding  stock  options to be cancelled or exercised
     prior to the Effective Time.

     2.03  Capital  Stock  of DGBI.  All  issued  shares  of DGBI  Common  Stock
     outstanding  prior  to the  Effective  Time  shall  continue  unchanged  as
     securities of the Surviving Corporation.

III. STOCKHOLDER  APPROVALS;  BOARDS  OF  DIRECTORS'  RECOMMENDATIONS;   FILING;
     EFFECTIVE TIME

     3.01 Stockholder Approvals; Boards of Directors' Recommendations

     Meetings of the  stockholders  of 24x7 and DGBI shall be held in accordance
     with  the  General  Corporation  Law of the  States  of  Delaware  and  the
     corporation  laws of the State of  Nevada,  respectively,  as  promptly  as
     possible,  after at least 20 days'  prior  written  notice  thereof  to the
     stockholders  of the  respective  Constituent  Corporations,  in each case,
     among other things,  to consider and vote upon the adoption and approval of
     this Agreement, the Merger and the other transactions, if any, contemplated
     hereby. In the event that either party hereto is able to obtain the written
     consent of the owners of a majority  of its  outstanding  shares of capital
     stock in favor of the  Merger,  then no notice of a  stockholders'  meeting
     need be  given  to such  party's  stockholders  and no  proxies  need to be
     solicited from such  stockholders to accomplish the Merger.  Subject to its
     fiduciary  duty to its  stockholders,  the Board of Directors of DGBI shall
     recommend to its stockholders that this Agreement, the Merger and the other
     transactions contemplated hereby, if any, be adopted and approved.  Subject
     to its fiduciary duties to its stockholders, the Board of Directors of 24x7
     shall recommend to its stockholders that this Agreement, the Merger and the
     other transactions contemplated hereby, if any, be adopted and approved.

     3.02 Filing; Effective Time

     As soon as practicable  after the adoption and approval of this  Agreement,
     the Merger and the other transactions  contemplated  hereby, if any, by the
     respective stockholders of each of the Constituent Corporations (unless one
     or more of the conditions  contained in Articles VII and VIII have not then
     been fulfilled or waived, then as soon as practicable after the fulfillment
     or waiver of all such conditions),  an appropriate certificate of merger in
     the form required by Nevada law shall be executed  and filed  in the office
     of the Secretary of State of the State of Nevada, at which time the  Merger
     shall  become effective ("Effective Time").


     3.03 Consent to Service

     Upon the effectiveness of the Merger, 24x7, the Disappearing Corporation:

     (a)  agrees that it may be served with  process in the State of Delaware in
          accordance  with the  requirements  of law in any  proceeding  for the
          enforcement of any obligation of 24x7;

     (b)  irrevocably  appoints the  Secretary of State of the State of Delaware
          as its agent to accept service of process in any such proceeding; and

     (c)  agrees  that  the  courts  of  the  State  of  Delaware  shall  retain
          jurisdiction  over  that part of the  corporate  property  within  the
          limits of the State of Delaware  in all matters  which may arise as if
          the Merger had not taken place.

IV.  CERTAIN EFFECTS OF THE MERGER

     When the Merger  becomes  effective,  the separate  existence of 24x7 shall
     cease, 24x7 shall be merged into DGBI, and the Surviving  Corporation shall
     possess all the rights,  privileges,  powers and  franchises of a public or
     private nature, and shall be subject to all the restrictions,  disabilities
     and duties of each of the Constituent  Corporations;  and all and singular,
     the rights,  privileges,  powers and franchises of each of the  Constituent
     Corporations, and all property, real, personal and mixed, and all debts due
     to either of the Constituent  Corporations on whatever account, as well for
     stock  subscriptions  as all other things in action or belonging to each of
     the Constituent  Corporations shall be vested in the Surviving Corporation;
     and all property,  rights,  privileges,  powers and franchises, and all and
     every other  interest  shall be thereafter as  effectively  as possible the
     property  of the  Surviving  Corporation  as they were of the  several  and
     respective  Constituent  Corporations;  and the  title to any  real  estate
     vested by deed or otherwise, under the laws of any jurisdiction,  in either
     of the Constituent Corporations, shall not revert or be in any way impaired
     by reason of the Merger; but all rights of creditors and all liens upon any
     property  of  either of the  Constituent  Corporations  shall be  preserved
     unimpaired,  and  all  debts,  liabilities  and  duties  of the  respective
     Constituent   Corporations   shall  thenceforth  attach  to  the  Surviving
     Corporation,  and may be enforced  against it to the same extent as if such
     debts, liabilities and duties had been incurred or contracted by it.



V.   COVENANTS

     5.01 Covenants of 24x7

     24x7 agrees that, unless DGBI otherwise agrees in writing:

     (a)  Certificate  of  Incorporation  and  Bylaws.  Until the earlier of the
          Effective  Time or the  rightful  abandonment  or  termination  of the
          Merger pursuant to Article VII or Article VIII or otherwise  ("Release
          Time"),  no amendment will be made in the certificate of incorporation
          or bylaws of 24x7;

     (b)  Shares and Options. Until the Release Time, no shares of capital stock
          of 24x7,  options or warrants for such shares,  rights to subscribe to
          or  purchase   such  shares,   or  securities   convertible   into  or
          exchangeable  for such  shares,  shall be  issued,  granted or sold by
          24x7,  otherwise  than as may be  required  upon the  exercise of 24x7
          stock  options that were  outstanding  on the date this  Agreement was
          signed.

     (c)  Dividends and Purchases of Stock.  Until the Release Time, no dividend
          or  liquidating  or  other   distribution  or  stock  split  shall  be
          authorized,  declared,  paid or  effected  by 24x7 in  respect  of the
          outstanding shares of 24x7 Common Stock.

     (d)  Borrowing  of Money.  Until the  Release  Time,  24x7 shall not borrow
          money,  guarantee the borrowing of money, engage in any transaction or
          enter into any material  agreement,  except in the ordinary  course of
          business.

     (e)  Access.  Until the  Release  Time,  24x7  will  afford  the  officers,
          directors,  employees, counsel, agents, investment bankers accountants
          and other  representatives of DGBI free and full access to the plants,
          premises,  properties,  books and records of 24x7, will permit them to
          make extracts from and copies of such books and records, and will from
          time to time furnish DGBI with such additional financial and operating
          data and other information as to the financial  condition,  results of
          operations,   business,  properties,  assets,  liabilities  or  future
          prospects of 24x7 as DGBI from time to time may request.

     (f)  Conduct of Business.  Until the Release  Time,  24x7 shall conduct its
          affairs so that at the Effective Time no representation or warranty of
          24x7 will be  inaccurate,  no  covenant or  agreement  of 24x7 will be
          breached,  and no condition of this Agreement will remain  unfulfilled
          by reason of the actions or  omissions  of 24x7.  Except as  otherwise
          requested by DGBI in writing,  until the Release  Time,  24x7 will use
          its best efforts to preserve the business  operations  of 24x7 intact,
          to keep available the services of its present  personnel,  to preserve
          in full  force and  effect  the  contracts,  agreements,  instruments,
          leases,  licenses,  arrangements  and  understandings  of 24x7, and to
          preserve the good will of its  suppliers,  customers and others having
          business relations with any of them. Until the Release Time, 24x7 will
          conduct  its  business  and  operations  in all  respects  only in the
          ordinary course.

     (g)  Advice of  Changes.  Until the  Release  Time,  24x7 will  immediately
          advise DGBI in a detailed  written notice of any fact or occurrence or
          any pending or threatened occurrence of which it obtains knowledge and
          which  (if  existing  and known at the date of the  execution  of this
          Agreement) would have been required to be set forth or disclosed in or
          pursuant to this Agreement or the 24x7  Disclosure  Letter (as defined
          in Section  6.01 (a) ), which (if existing and known at any time prior
          to or at the Effective  Time) would make the  performance by any party
          of a covenant  contained  in this  Agreement  impossible  or make such
          performance materially more difficult than in the absence of such fact
          or  occurrence,  or which  (if  existing  and known at the time of the
          Effective  Time) would cause a  condition  to any party's  obligations
          under this Agreement not to be fully satisfied.


     (h)  Confidentiality.  24x7 shall insure that all confidential  information
          which 24x7 or any of its respective  officers,  directors,  employees,
          counsel, agents, investment bankers, or accountants may now possess or
          may hereafter  create or obtain  relating to the financial  condition,
          results of operation,  business,  properties,  assets,  liabilities or
          future  prospects  of DGBI,  any DGBI  affiliate,  or any  customer or
          supplier  of  DGBI  or any  such  affiliate  shall  not be  published,
          disclosed,  or made  accessible  by any of them to any other person or
          entity at any time or used by any of them except pending the Effective
          Time in the business and for the benefit of 24x7, in each case without
          the  prior  written  consent  of  DGBI;  provided,  however,  that the
          restrictions  of this sentence shall not apply (i) after the Merger is
          rightfully  abandoned or terminated pursuant to Article VII or Article
          VIII  or  otherwise,   but  only  to  the  extent  such   confidential
          information relates to the financial condition, results of operations,
          business, properties, assets, liabilities or future prospects of 24x7,
          of any  affiliate  of any of them,  or (insofar  as such  confidential
          information  was obtained  directly by 24x7 or any such affiliate from
          any  customer  or  supplier  of any of them) of any such  customer  or
          supplier,  (ii) as may  otherwise be required by law,  (iii) as may be
          necessary or  appropriate in connection  with the  enforcement of this
          Agreement,  or (iv) to the extent the information shall have otherwise
          become publicly available.  24x7 shall, and shall cause all other such
          persons and entities to, deliver to DGBI all tangible  evidence of the
          confidential  information to which the  restrictions  of the foregoing
          sentence  apply   immediately   after  the  rightful   abandonment  or
          termination  of the Merger  pursuant to Article VII or Article VIII or
          otherwise.

     (i)  Public  Statements.  Before 24x7 releases any  information  concerning
          this  Agreement,   the  Merger,   or  any  of  the  other  transaction
          contemplated  by this Agreement which is intended for or may result in
          public  dissemination  thereof,  24x7 shall cooperate with DGBI, shall
          furnish  drafts of all documents or proposed  oral  statements to DGBI
          for comments,  and shall not release any such information  without the
          written consent of DGBI.  Nothing  contained herein shall prevent 24x7
          from releasing any information if required to do so by law.

     (j)  Indemnification.  24x7 agrees to indemnify  and hold harmless DGBI and
          its  officers,  directors,  managers,  employees,  agents and counsel,
          against any and all losses, liabilities, claims, damages, and expenses
          whatsoever  (which  shall  include,  for all  purposes of this Section
          5.01(j),  but not be limited to, counsel fees and any and all expenses
          whatsoever  incurred in investigating,  preparing or defending against
          any litigation,  commenced or threatened, or any claim whatsoever, and
          any and all amounts paid in settlement of any claim or  litigation) as
          and when  incurred and whether or not  involving a third party arising
          out of, based upon, or in connection  with (i) an untrue  statement or
          alleged  untrue  statement  of  a  material  fact  contained  in  this
          Agreement or any other  document  relating to this  Agreement  and the
          Merger  contemplated  thereby,  and (ii) any liability  under state or
          Federal  securities  laws  resulting  from  any  omission  or  alleged
          omission  to state a  material  fact  required  to be  stated  in this
          Agreement or any other document required  hereunder,  provided in each
          case that such untrue statement,  alleged untrue statement,  omission,
          or alleged omission  relates to information  furnished by or on behalf
          of, or  pertaining  to, 24x7 or any 24x7  security  holder or (ii) any
          breach of any representation,  warranty, covenant or agreement of 24x7
          contained  in this  Agreement.  The  foregoing  agreement to indemnify
          shall  be in  addition  to any  liability  24x7  may  otherwise  have,
          including liabilities arising under this Agreement.


     5.02 Covenants of DGBI

     DGBI agrees that, unless 24x7 otherwise agrees in writing:

     (a)  Articles  of  Incorporation  and  Bylaws.  Until  the  earlier  of the
          Effective  Time or the  rightful  abandonment  or  termination  of the
          Merger pursuant to Article VII or Article VIII or otherwise  ("Release
          Time"),  no amendment will be made in the articles of incorporation or
          bylaws of DGBI.

     (b)  Shares and Options. Until the Release Time, no shares of capital stock
          of DGBI,  options or warrants for such shares,  rights to subscribe to
          or  purchase   such  shares,   or  securities   convertible   into  or
          exchangeable  for such  shares,  shall be  issued,  granted or sold by
          DGBI,  otherwise  than as may be  required  upon the  exercise of DGBI
          stock options.

     (c)  Dividends and Purchases of Stock.  Until the Release Time, no dividend
          or  liquidating  or  other   distribution  or  stock  split  shall  be
          authorized,  declared,  paid or  effected  by DGBI in  respect  of the
          outstanding shares of DGBI Common Stock.

     (d)  Borrowing  of Money.  Until the  Release  Time,  DGBI shall not borrow
          money,  guarantee the borrowing of money, engage in any transaction or
          enter into any material  agreement,  except in the ordinary  course of
          business.

     (e)  Access.  Until the  Release  Time,  DGBI  will  afford  the  officers,
          directors,  employees, counsel, agents, investment bankers accountants
          and other  representatives of 24x7 free and full access to the plants,
          premises,   properties,  books  and  records  of  DGBI  and  the  DGBI
          Subsidiaries,  will  permit them to make  extracts  from and copies of
          such books and  records,  and will from time to time furnish 24x7 with
          such additional  financial and operating data and other information as
          to  the  financial   condition,   results  of  operations,   business,
          properties,  assets,  liabilities or future  prospects of DGBI and the
          DGBI Subsidiaries as 24x7 from time to time may request.

     (f)  Conduct of Business.  Until the Release  Time,  DGBI shall conduct its
          affairs so that at the Effective Time no representation or warranty of
          DGBI will be  inaccurate,  no  covenant or  agreement  of DGBI will be
          breached,  and no condition of this Agreement will remain  unfulfilled
          by reason of the actions or  omissions  of DGBI.  Except as  otherwise
          requested by 24x7 in writing,  until the Release  Time,  DGBI will use
          its best efforts to preserve the business  operations  of DGBI intact,
          to keep available the services of its present  personnel,  to preserve
          in full  force and  effect  the  contracts,  agreements,  instruments,
          leases,  licenses,  arrangements  and  understandings  of DGBI, and to
          preserve the good will of its  suppliers,  customers and others having
          business relations with any of them. Until the Release Time, DGBI will
          conduct  its  business  and  operations  in all  respects  only in the
          ordinary course.


     (g)  Advice of  Changes.  Until the  Release  Time,  DGBI will  immediately
          advise 24x7 in a detailed  written notice of any fact or occurrence or
          any pending or threatened occurrence of which it obtains knowledge and
          which  (if  existing  and known at the date of the  execution  of this
          Agreement) would have been required to be set forth or disclosed in or
          pursuant to this Agreement or the DGBI  Disclosure  Letter [as defined
          in Section  6.02 (a)],  which (if existing and known at any time prior
          to or at the Effective  Time) would make the  performance by any party
          of a covenant  contained  in this  Agreement  impossible  or make such
          performance materially more difficult than in the absence of such fact
          or  occurrence,  or which  (if  existing  and known at the time of the
          Effective  Time) would cause a  condition  to any party's  obligations
          under this Agreement not to be fully satisfied.

     (h)  Confidentiality.  DGBI shall insure that all confidential  information
          which  DGBI or any of its  officers,  directors,  employees,  counsel,
          agents,  investment  bankers,  or  accountants  may now possess or may
          hereafter  create  or  obtain  relating  to the  financial  condition,
          results of operation,  business,  properties,  assets,  liabilities or
          future  prospects  of 24x7,  any 24x7  affiliate,  or any  customer or
          supplier  of  24x7  or any  such  affiliate  shall  not be  published,
          disclosed,  or made  accessible  by any of them to any other person or
          entity at any time or used by any of them except pending the Effective
          Time  in the  business  and  for the  benefit  of DGBI , in each  case
          without the prior written consent of 24x7; provided, however, that the
          restrictions  of this sentence shall not apply (i) after the Merger is
          rightfully abandoned or terminated  pursuant to Article VII or Article
          VIII  or  otherwise,  but  only  to  the  extent  such  confidential
          information relates to the financial condition, results of operations,
          business,  properties, assets,  liabilities  or  future  prospects  of
          DGBI or of any  of its  affiliates,  or  (insofar as such confidential
          information was obtained directly by DGBI, any DGBI Subsidiary, or any
          such affiliate from  any  customer  or supplier of any of them) of any
          such customer or supplier, (ii) as may otherwise be required  by  law,
          (iii) as may be  necessary  or  appropriate  in  connection  with  the
          enforcement of this Agreement,  or (iv)  to the extent the information
          shall have otherwise become publicly available.  DGBI shall, and shall
          cause all other such persons and  entities  to,  deliver  to  24x7 all
          tangible  evidence  of  the  confidential  information  to  which  the
          restrictions  of the foregoing sentence  apply  immediately  after the
          rightful  abandonment  or  termination  of  the  Merger  pursuant  to
          Article VII or Article VIII or otherwise.

     (i)  Public  Statements.  Before DGBI releases any  information  concerning
          this  Agreement,   the  Merger,   or  any  of  the  other  transaction
          contemplated  by this Agreement which is intended for or may result in
          public  dissemination  thereof,  DGBI shall cooperate with 24x7, shall
          furnish  drafts of all documents or proposed  oral  statements to 24x7
          for comments,  and shall not release any such information  without the
          written consent of 24x7.  Nothing  contained herein shall prevent DGBI
          from releasing any information if required to do so by law.



     (j)  Indemnification.  DGBI agrees to indemnify  and hold harmless 24x7 and
          its  officers,  directors,  managers,  employees,  agents and counsel,
          against any and all losses, liabilities, claims, damages, and expenses
          whatsoever  (which  shall  include,  for all  purposes of this Section
          5.03(j),  but not be limited to, counsel fees and any and all expenses
          whatsoever  incurred in investigating,  preparing or defending against
          any litigation,  commenced or threatened, or any claim whatsoever, and
          any and all amounts paid in settlement of any claim or  litigation) as
          and when  incurred and whether or not  involving a third party arising
          out of,  based upon,  or in  connection  with (i) untrue  statement or
          alleged  untrue  statement  of  a  material  fact  contained  in  this
          Agreement or in any other document  relating to this Agreement and the
          Merger  contemplated  thereby,  and (ii) any liability  under state or
          Federal  securities  laws  resulting  from  any  omission  or  alleged
          omission to state a material fact required to be stated this Agreement
          or any other document required  hereunder,  provided in each case that
          such untrue statement, alleged untrue statement,  omission, or alleged
          omission  relates  to  information  furnished  by or on behalf  of, or
          pertaining to, DGBI, any DGBI Subsidiary,  or any DGBI security holder
          or (ii)  any  breach  of any  representation,  warranty,  covenant  or
          agreement of DGBI contained in this Agreement. The foregoing agreement
          to indemnify  shall be in addition to any liability DGBI may otherwise
          have, including liabilities arising under this Agreement.


VI.  REPRESENTATIONS AND WARRANTIES

     6.01 Certain Representations and Warranties of 24x7

     24x7 represents and warrants to DGBI as follows:

     (a) Disclosure  Letter.  Section A of a letter ("24x7  Disclosure  Letter")
     sets  forth  as to 24x7  its  place of  incorporation,  principal  place of
     business,  jurisdictions  in which it is qualified to do business,  and the
     business which it presently conducts and which it contemplates  conducting;
     its authorized capitalization,  its shares of capital stock outstanding and
     the record and beneficial owner of those shares. 24x7 is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of its
     jurisdiction of incorporation,  with all requisite power and authority, and
     all  necessary  consents,  authorizations,   approvals,  orders,  licenses,
     certificates  and permits of and from, and  declarations  and filings with,
     all federal, state, local and other governmental authorities and all courts
     and other  tribunals,  to own,  lease,  license and use its  properties and
     assets  and to carry on the  business  in which it is now  engaged  and the
     business  in which it  contemplates  engaging.  24x7 is duly  qualified  to
     transact the  business in which it is engaged and is in good  standing as a
     foreign corporation in every jurisdiction in which its ownership,  leasing,
     licensing,  or use of  property  or assets or the  conduct of its  business
     makes such qualification necessary.



     (b)  Capitalization.  The  authorized  capital  stock of 24x7  consists  of
     25,000,000  shares  of 24x7  Common  Stock,  $0.001  par  value,  of  which
     25,000,000 shares are outstanding.  Each of such outstanding shares of 24x7
     Common  Stock  is  validly  authorized,  validly  issued,  fully  paid  and
     nonassessable, has not been issued and is not owned or held in violation of
     any  preemptive  right  of  stockholders,   and  is  owned  of  record  and
     beneficially  by the  following  persons in the case of 24x7 in  accordance
     with the following table:

<TABLE>
<CAPTION>
           NAME OF STOCKHOLDER            NUMBER OF SHARES
<S>                                       <C>
           JOHN C. FLANDERS, JR.                17,125,000
           GLOBALNET FINANCIAL.COM, INC.         5,000,000
           JOHN C. FLANDERS, SR.                   500,000
           DAVID E. WISE                           410,000
           JENNIFER L. WISE                         30,000
           NATALIE L. WISE                          30,000
           KRISTIN L. WISE, UGTMA                   30,000



           CURTIS LOVIL                            750,000
           JOHN T. MALMBERG                        250,000
           SETH D. HEYMAN                          500,000
           DAVID CROWELL                           250,000
           IRA SZAKAL                              125,000
           TOTAL                                25,000,000
</TABLE>



     in each case  free and clear of all  liens,  security  interests,  pledges,
     charges, encumbrances, stockholders' agreements and voting trusts. There is
     no commitment,  plan or arrangement to issue,  and no outstanding  option,
     warrant,  or other right  calling for the issuance of, any share of capital
     stock  of  24x7 or any  security  or  other  instrument  convertible  into,
     exercisable  for,  or  exchangeable  for  capital  stock of 24x7.  There is
     outstanding   no  security  or  other   instrument   convertible   into  or
     exchangeable for capital stock of 24x7.

     (c)  Financial  Condition.  24x7 has  delivered  to DGBI  true and  correct
          copies  of  its  unaudited  financial   statements  (profit  and  loss
          statement and a balance sheet). Such financial statements are true and
          correct. Since its inception:

          (i)  There  has at no  time  been a  material  adverse  change  in the
               financial condition, results of operations, business, properties,
               assets, liabilities, or future prospects of 24x7.

          (ii) 24x7 has not authorized,  declared, paid or effected any dividend
               or  liquidating or other  distribution  in respect of its capital
               stock or any direct or  indirect  redemption,  purchase  or other
               acquisition of any stock of 24x7.

     (d)  Tax and  Other  Liabilities.  24x7  has no  liability  of any  nature,
          accrued or contingent,  including without  limitation  liabilities for
          federal,  state,  local or foreign taxes  ("Taxes") and liabilities to
          customers  or  suppliers,  except  those  reflected  in the  financial
          statements  provided by 24x7 to the other  parties to this  Agreement.
          24x7 has filed all federal, state and local tax returns required to be
          filed by it, and all such tax  returns  are true and  correct  and all
          taxes due by 24x7 have been paid.

     (e)  Litigation  and Claims.  There is no litigation,  arbitration,  claim,
          governmental   or  other   proceeding   (formal   or   informal),   or
          investigation  pending,  threatened or in prospect known to 24x7, with
          respect to 24x7 or any of its businesses, properties or assets.

     (f)  Properties.  24x7 has good and marketable  title to all properties and
          assets  used in its  business  or owned by it,  free and  clear of all
          liens,   security   interests,   mortgages,   pledges,   charges   and
          encumbrances  (except as set forth in Section D of the 24x7 Disclosure
          Letter).



     (g)  Retirement  Plans.  24x7  has  no  pension,  profit-sharing  or  other
          incentive plans or any outstanding  bonuses,  incentive  compensation,
          vacations,  severance pay, insurance or other benefits,  except as set
          forth in Section E of the 24x7 Disclosure Letter.

     (h)  Employees. Section E of the 24x7 Disclosure Letter contains a true and
          correct  statement of the names of 24x7's  employees and  consultants,
          present rates of compensation (whether in the form of salary, bonuses,
          commissions,  or  other  supplemental  compensation  now or  hereafter
          payable),  and aggregate compensation for the most recent fiscal year.
          24x7  has  not  changed  the  rate  of  compensation  for  any  of its
          directors,  officers or employees  except as set forth in Section E of
          the 24x7 Disclosure Letter.

     (i)  Patents, Trademarks, Et Cetera. 24x7 does not own or have pending, nor
          is it licensed  under,  any  patent,  patent  application,  trademark,
          trademark registration, trade name, service mark, copyright, franchise
          or other tangible property or asset other than as set forth in Section
          C of the 24x7 Disclosure  letter, all of which is in good standing and
          uncontested.

     (j)  Authority  to Merge.  24x7 has all  requisite  power and  authority to
          execute,  deliver and perform this Agreement.  All necessary corporate
          proceedings  of 24x7  have  been  taken to  authorize  the  execution,
          delivery  and  performance  of this  Agreement  by  24x7,  other  than
          approval of the holders of 24x7 Common Stock.  This Agreement has been
          duly  authorized,  executed and de- livered by 24x7,  constitutes  the
          legal,  valid and binding obligation of 24x7, and is enforceable as to
          it in accordance with its terms. Except as set forth elsewhere herein,
          no consent, authorization, approval, order, license, certificate, or
          permit of or from, or declaration or filing with, any federal,  state,
          local or other  governmental  authority or any court or other tribunal
          is required by 24x7 for the execution, delivery or performance of this
          Agreement by 24x7. No consent of any party to any contract, agreement,
          instrument,  lease,  arrangement or  understanding  to which 24x7 is a
          party,  or to which any of its  properties  or assets are subject,  is
          required for the execution,  delivery or performance of this Agreement
          (except  for  the  consents  referred  to in  Section  D of  the  24x7
          Disclosure Letter). At the Effective Time, the Surviving Corp- oration
          will  acquire all right,  title and  interest of 24x7 in and to all of
          its  properties  and assets,  free and clear of all liens,  mortgages,
          security interests,  pledges,  charges and encumbrances  (except those
          listed in Section D of the 24x7 Disclosure Letter).

     (k)  Completeness of Disclosure.  No  representation or warranty by 24x7 in
          this  Agreement  contains  or at the  Effective  Time will  contain an
          untrue  statement of material fact or omits or at the  Effective  Time
          will omit to state a material  fact  required to be stated  therein or
          necessary to make the statements made not misleading.



     6.02 Certain Representations and Warranties of DGBI.

     DGBI represents and warrants to 24x7 as follows:

     (a) Disclosure  Letter.  Section A of a letter ("DGBI  Disclosure  Letter")
     sets  forth  as to DGBI  its  place of  incorporation,  principal  place of
     business,  jurisdictions  in which it is qualified to do business,  and the
     business which it presently conducts and which it contemplates  conducting;
     its authorized capitalization,  its shares of capital stock outstanding and
     the record and beneficial  owner of those shares as of a date not more than
     thirty (30) days preceding the Effective Time.  DGBI is a corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of its
     jurisdiction of incorporation,  with all requisite power and authority, and
     all  necessary  consents,  authorizations,   approvals,  orders,  licenses,
     certificates  and permits of and from, and  declarations  and filings with,
     all federal, state, local and other governmental authorities and all courts
     and other  tribunals,  to own,  lease,  license and use its  properties and
     assets  and to carry on the  business  in which it is now  engaged  and the
     business  in which it  contemplates  engaging.  DGBI is duly  qualified  to
     transact the  business in which it is engaged and is in good  standing as a
     foreign corporation in every jurisdiction in which its ownership,  leasing,
     licensing,  or use of  property  or assets or the  conduct of its  business
     makes such qualification necessary.

     (b)  Capitalization.  The  authorized  capital  stock of DGBI  consists  of
     31,250,000  shares of DGBI Common Stock,  and 5,000,000 shares of Preferred
     Stock,  $0.001 par value,  of which  27,750,000  shares of Common Stock and
     zero shares of Preferred Stock are  outstanding.  Each of such  outstanding
     shares of DGBI Common Stock is validly  authorized,  validly issued,  fully
     paid and  nonassessable,  has not been  issued  and is not owned or held in
     violation of any preemptive  right of  stockholders.  In order to close the
     Merger,  DGBI will amend it Certificate of  Incorporation  to provide for a
     sufficient  number of shares of DGBI Common  Stock  (10,000,000  shares) to
     issue in exchange for the 25,000,000 shares of 24x7 common stock.  There is
     no commitment,  plan or arrangement  to issue,  and no outstanding  option,
     warrant,  or other right  calling for the issuance of, any share of capital
     stock  of  DGBI or any  security  or  other  instrument  convertible  into,
     exercisable  for,  or  exchangeable  for  capital  stock of DGBI.  There is
     outstanding   no  security  or  other   instrument   convertible   into  or
     exchangeable for capital stock of DGBI.

     (c)  Financial  Condition.  DGBI has  delivered  to 24x7  true and  correct
          copies of its audited and unaudited  financial  statements (profit and
          loss statement and a balance  sheet).  Such  financial  statements are
          true and correct. Since the end of DGBI's last fiscal year end:

     (d)  There has at no time been a material  adverse  change in the financial
          condition,  results  of  operations,   business,  properties,  assets,
          liabilities, or future prospects of DGBI.



          (ii) DGBI has not authorized,  declared, paid or effected any dividend
               or  liquidating or other  distribution  in respect of its capital
               stock or any direct or  indirect  redemption,  purchase  or other
               acquisition of any stock of DGBI.

     (e)  Tax and  Other  Liabilities.  DGBI  has no  liability  of any  nature,
          accrued or contingent,  including without  limitation  liabilities for
          federal,  state,  local or foreign taxes  ("Taxes") and liabilities to
          customers  or  suppliers,  except  those  reflected  in the  financial
          statements  provided by DGBI to the other  parties to this  Agreement.
          DGBI has filed all federal, state and local tax returns required to be
          filed by it, and all such tax  returns  are true and  correct  and all
          taxes due by DGBI have been paid.

     (f)  Litigation  and Claims.  There is no litigation,  arbitration,  claim,
          governmental   or  other   proceeding   (formal   or   informal),   or
          investigation  pending,  threatened or in prospect known to DGBI, with
          respect to DGBI or any of its businesses, properties or assets.

     (g)  Properties.  DGBI has good and marketable  title to all properties and
          assets  used in its  business  or owned by it,  free and  clear of all
          liens,   security   interests,   mortgages,   pledges,   charges   and
          encumbrances  (except as set forth in Section D of the DGBI Disclosure
          Letter).

     (h)  Retirement  Plans.  DGBI  has  no  pension,  profit-sharing  or  other
          incentive plans or any outstanding  bonuses,  incentive  compensation,
          vacations,  severance pay, insurance or other benefits,  except as set
          forth in Section E of the DGBI Disclosure Letter.

     (i)  Employees. Section E of the DGBI Disclosure Letter contains a true and
          correct  statement of the names of DGBI's  employees and  consultants,
          present rates of compensation (whether in the form of salary, bonuses,
          commissions,  or  other  supplemental  compensation  now or  hereafter
          payable),  and aggregate compensation for the most recent fiscal year.
          DGBI  has  not  changed  the  rate  of  compensation  for  any  of its
          directors,  officers or employees  except as set forth in Section E of
          the DGBI Disclosure Letter.

     (j)  Patents, Trademarks, Et Cetera. DGBI does not own or have pending, nor
          is it licensed  under,  any  patent,  patent  application,  trademark,
          trademark registration, trade name, service mark, copyright, franchise
          or other tangible property or asset other than as set forth in Section
          C of the DGBI Disclosure  letter, all of which is in good standing and
          uncontested.



     (k)  Authority  to Merge.  DGBI has all  requisite  power and  authority to
          execute,  deliver and perform this Agreement.  All necessary corporate
          proceedings  of DGBI  have  been  taken to  authorize  the  execution,
          delivery  and  performance  of this  Agreement  by  DGBI,  other  than
          approval of the holders of DGBI Common Stock.  This Agreement has been
          duly  authorized,  executed and de- livered by DGBI,  constitutes  the
          legal,  valid and binding obligation of DGBI, and is enforceable as to
          it in accordance with its terms. Except as set forth elsewhere herein,
          no  consent, authorization, approval, order, license, certificate,  or
          permit of or from, or declaration or filing with, any federal,  state,
          local  or  other   governmental   authority  or  any  court  or  other
          tribunal  is  required  by   DGBI  for  the   execution,  delivery  or
          performance  of this Agreement by DGBI. No consent of any party to any
          contract,  agreement,  instrument, lease, arrangement or understanding
          to which DGBI is a party,  or to which any of its properties or assets
          are subject, is required for the execution, delivery or performance of
          this  Agreement  (except for the consents  referred to in Section D of
          the  DGBI  Disclosure  Letter).

     (l)  Completeness of Disclosure.  No  representation or warranty by DGBI in
          this  Agreement  contains  or at the  Effective  Time will  contain an
          untrue  statement of material fact or omits or at the  Effective  Time
          will omit to state a material  fact  required to be stated  therein or
          necessary to make the statements made not misleading.

     (m)  Status  of  DGBI  Common   Stock  to  be  Issued.   Assuming   without
          investigation  that the shares of 24x7 Common  Stock at the  Effective
          Time  will be  validly  authorized,  validly  issued,  fully  paid and
          nonassessable,  the  shares of DGBI  Common  Stock to be issued in the
          Merger will, at the Effective  Time, be validly  authorized  and, when
          the Merger has become  effective  and the shares of DGBI Common  Stock
          have been duly delivered pursuant to the terms of this Agreement, such
          shares of DGBI  Common  Stock will be validly  issued,  fully paid and
          nonassessable.

     (n)  Business  after the Effective  Time. For a period of two years or such
          shorter  period as DGBI on the  advice of  counsel  believes  will not
          cause  the  Merger  to fail as a tax  free  reorganization  under  the
          federal tax laws as then  construed,  DGBI will  continue the historic
          business of 24x7 or use a significant portion of their historic assets
          in a business.



VII. ABANDONMENT AND TERMINATION

     7.01 Right of DGBI to Abandon.

     DGBI's Board of Directors  shall have the right to abandon or terminate the
     Merger  if any of the  following  shall  not be  true  or  shall  not  have
     occurred, as the case may be, prior to the Effective Time:

     (a)  Accuracy  of  Representations  and  Compliance  with  Conditions.  All
          representations  and  warranties of 24x7  contained in this  Agreement
          shall be accurate when made and, in addition,  shall be accurate as of
          the Effective Time as though such  representations and warranties were
          then made in  exactly  the same  language  by 24x7 and  regardless  of
          knowledge or lack thereof on the part of 24x7 or changes  beyond their
          control;  as of the  Effective  Time,  24x7 shall have  performed  and
          complied  with  all  covenants  and   agreements   and  satisfied  all
          conditions  required to be performed  and complied  with by them at or
          before  the  Effective  Time of this  Agreement;  and DGBI  shall have
          received a certificate executed by the chief executive officer and the
          chief  financial  officer  of 24x7  dated the  Effective  Time to that
          effect.

     (b)  Other Closing Documents. 24x7 shall have delivered to DGBI at or prior
          to the  Effective  Time such other  documents  as DGBI may  reasonably
          request in order to enable DGBI to determine whether the conditions to
          its  obligations  under this  Agreement have been met and otherwise to
          carry out the provisions of this Agreement.

     (c)  Legal Action.  There shall not have been  instituted or threatened any
          legal  proceeding  relating  to, or seeking to prohibit  or  otherwise
          challenge the consummation  of, the transactions  contemplated by this
          Agreement, or to obtain substantial damages with respect thereto.

     7.02 Right of 24x7 to Abandon

     The Board of Directors of 24x7 shall have the right to abandon or terminate
     the  Merger  if any of the  following  shall  not be true or shall not have
     occurred, as the case may be, prior to the Effective Time:

     (a)  Accuracy  of  Representations  and  Compliance  with  Conditions.  All
          representations  and  warranties of DGBI  contained in this  Agreement
          shall be accurate when made and, in addition,  shall be accurate as of
          the Effective Time as though such  representations and warranties were
          then made in  exactly  the same  language  by DGBI and  regardless  of
          knowledge or lack thereof on the part of DGBI or changes  beyond their
          control;  as  of  the  Effective  Time,  DGBI shall have performed and
          complied  with  all  covenants   and  agreements  and  satisfied  all
          conditions  required to be performed and complied with by them  at  or
          before  the  Effective  Time  of this  Agreement;  and 24x7 shall have
          received a certificate executed by the chief executive officer and the
          chief  financial  officer of the DGBI dated the Effective Time to that
          effect.

     (b)  Other Closing Documents. DGBI shall have delivered to 24x7 at or prior
          to the  Effective  Time such other  documents  as 24x7 may  reasonably
          request in order to enable 24x7 to determine whether the conditions to
          its  obligations  under this  Agreement have been met and otherwise to
          carry out the provisions of this Agreement.

     (c)  Legal Action.  There shall not have been  instituted or threatened any
          legal  proceeding  relating  to, or seeking to prohibit  or  otherwise
          challenge the consummation  of, the transactions  contemplated by this
          Agreement, or to obtain substantial damages with respect thereto.


VIII. ADDITIONAL TERMS OF ABANDONMENT

     8.01 Mandatory Abandonment

     The Merger shall be abandoned or terminated if:

     The holders of at least the requisite  majority of the shares of any of the
     Constituent  Corporations,  as required by applicable state laws, shall not
     have voted in favor of the  adoption and  approval of this  Agreement,  the
     Merger and the other transactions contemplated hereby.

     8.02 Optional Abandonment

     In addition to the  provisions  of Article VII, the Merger may be abandoned
     or terminated at or before the Effective Time, notwithstanding the adoption
     and  approval  of this  Agreement,  the Merger  and the other  transactions
     contemplated hereby by the stockholders of the parties hereto:

     (a)  by mutual  agreement  of the Boards of  Directors  of the  Constituent
          Corporations; or

     (b)  at the  option of any of the  respective  Boards of  Directors  of the
          Constituent  Corporations,  if  the  Effective  Time  shall  not  have
          occurred on or before September 30, 2000;

     8.03 Effect of Abandonment

     If the Merger is rightfully  abandoned or terminated as provided in Article
     VII or in this Article VIII:

     (a)  this  Agreement  shall  forthwith  become wholly void and of no effect
          without  liability on the part of either party to this Agreement or on
          the  part of any  officer,  director,  controlling  person,  employee,
          counsel,  agent  or  shareholder  thereof;  and
     (b)  the Constituent  Corporations shall each pay and bear its own fees and
          expenses  incident to the  negotiation,  preparation  and execution of
          this Agreement and its respective meetings of stockholders,  including
          fees and expenses of its counsel, accountants, investment banking firm
          and other experts.



IX.  MISCELLANEOUS

     9.01  Further Actions

     At any time and from time to time,  each party agrees,  at its expense,  to
     take such  actions  and to execute  and deliver  such  documents  as may be
     reasonably necessary to effectuate the purposes of this Agreement.

     9.02  Amendments

     This  Agreement  sets forth the entire  understanding  of the parties  with
     respect to the subject matter hereof and supersedes all existing agreements
     among them concerning  such subject  matter.  This Agreement may be amended
     prior to the  Effective  Time  (notwithstanding  stockholder  adoption  and
     approval) by a written instrument executed by the Constituent  Corporations
     with the approval of their respective Boards of Directors

     9.03  Notices

     Any  notice  or  other  communication  required  or  permitted  to be given
     hereunder shall be in writing and shall be mailed by certified mail, return
     receipt  requested,  or by Federal Express or similar overnight delivery or
     courier service or delivered in person against receipt to the party to whom
     it is to be given at the address of such party set forth in the preamble to
     this  Agreement.  Notices  hereunder  shall be deemed  delivered  only upon
     actual delivery against a signed receipt.

     9.04  Waiver

     Any  waiver  by any party of a breach of any  provision  of this  Agreement
     shall not operate as or be  construed to be a waiver of any other breach of
     that provision or of any breach of any other  provision of this  Agreement.
     Any waiver  must be in writing and be  authorized  by a  resolution  of the
     Board of Directors of the waiving party.

     9.05  Binding Effect

     The  provisions  of this  Agreement  shall be binding upon and inure to the
     benefit of the Constituent Corporations and their respective successors and
     assigns and shall inure to the benefit of each indemnity.



     9.06  Separability

     If any provision of this  Agreement is invalid,  illegal or  unenforceable,
     the balance of this Agreement shall remain in effect,  and if any provision
     is inapplicable to any person or circumstance, it shall nevertheless remain
     applicable to all other persons and circumstances.

     9.07  Headings

     The headings in this Agreement are solely for  convenience of reference and
     shall be given no  effect in the  construction  or  interpretation  of this
     Agreement.

     9.08  Counterparts; Governing Law

     This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original, but all of which together shall constitute one
     and  the  same  instrument.  It  shall  be  governed  by and  construed  in
     accordance with the laws of the State of Nevada.

          IN WITNESS  WHEREOF,  this  Agreement has been approved by resolutions
     duly  adopted  by the  Board  of  Directors  of  each  of  the  Constituent
     Corporations and has been signed by duly authorized officers of each of the
     Constituent  Corporations,  and each of the  Constituent  Corporations  has
     caused its  corporate  seal to be  hereunto  affixed  and  attested  by the
     signature of its Secretary or Assistant Secretary, all as of the date first
     above written.


     Digital Bridge, Inc.                        Attest:

     By:  /s/  Aaron Lang                        By:  /s/  Jon Winters
        --------------------                        ------------------------
        Aaron Lang, President                       Jon  Winters, Secretary

     24x7 Development.com, Inc.                        Attest:

     By:  /s/  John C. Flanders, Jr.             By:  /s/  Curtis Lovil
        ----------------------------                ------------------------
        John C. Flanders, Jr., President            Curtis Lovil,
        Secretary