EXHIBIT NO. 2.3

                            STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS  STOCK  PURCHASE  AGREEMENT  ("Agreement")  has  been entered into and
executed as of the close of business as of August 31, 2000, by and between those
persons  shown  on  Exhibit  "A" attached hereto and incorporated herein by this
reference  ("Shareholders")  ONLINE  TELEVISION  NETWORK  SERVICES, a California
corporation  ("Company")  and  DIGITAL  BRIDGE,  INC.,  a  Nevada  corporation
("Purchaser").

                                    RECITALS:
                                    ---------

     A.     The  Company has authorized 1,000,000 shares of common stock, having
no  par  value  designated,  of which 896,000 shares are outstanding and 104,000
have  not  been  issued  but are reserved for issuance pursuant to the Company's
stock  option  plans. Shareholders are the record and beneficial owners of eight
hundred  ninety-six  thousand  (896,000)  shares  of the Company's common stock,
having  no par value designated, and one hundred four thousand (104,000) options
to  purchase  common  stock  outstanding  ("Options"),  which  vest  or  must be
exercised prior to Closing (as defined in paragraph 3, below), being one hundred
percent  (100%) of the issued and outstanding common stock or common equivalents
of  the  Company  as  the  same  is  constituted  on  the date hereof ("Stock");

     B.     Shareholders  desire  to sell the Stock to Purchaser, who desires to
purchase  the  Stock  from  Shareholders.

     C.     In consideration of debt forgiveness to Company, Purchaser agrees to
reimburse Company's debt holders (Kenneth A. Paganini, Mark Peterson and William
D.  Spencer),  with  300,000  shares of Purchaser's common stock ( "Extra Common
Stock").

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein,  the  parties  covenant,  agree,  represent  and  warrant  as  follows:

     1.     Sale  and  Purchase  of Stock.  Subject to the terms, provisions and
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conditions  of  this  Agreement,  and  at  the  Closing  of  the  transactions
contemplated  herein  which  is  provided  for in Section 3 hereof, Shareholders
shall  deliver,  or  cause  to  be  delivered,  to  Purchaser stock certificates
representing  the  Stock, duly endorsed in blank or accompanied by duly executed
stock powers, with signatures guaranteed by a national bank or member of the New
York  Stock Exchange, and accompanied by requisite revenue stamps evidencing the
payments  of  any  applicable  transfer  taxes.


     2.     Purchase  Price;  Registration  Rights;  Lock-Up.  The  aggregate
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purchase  price  to be paid by Purchaser to the Shareholders for the Stock shall
be  a  minimum  of  Two  Million Nine Hundred Twelve Thousand (2,912,000) shares
(assuming  that  none  of  the  Options  are  exercised prior to the Closing (as
defined in paragraph 3, below), and a maximum of Three Million Two Hundred Fifty
Thousand  (3,250,000)  shares of Purchaser's common stock ("Purchaser's Stock").
Purchaser  agrees that the Purchaser's Stock and the Extra Common Stock shall be
entitled  to  piggy  back  registration  rights  in  the  event  Purchaser shall
determine  to  file a registration statement for the public offering and sale of
any of its securities and/or securities of its equity holders in compliance with
the  Securities  Act  of  1933, as amended. Purchaser will promptly give written
notice  to  each  Shareholder of its intent to file a registration statement and
give  each  Shareholder an opportunity to request inclusion in such registration
and  in  any  underwriting involved. In the event that Purchaser does not file a
registration  statement  on  its  own  behalf  or  on  behalf  of  other selling
shareholders  within  90  days following the Closing (as defined in paragraph 3,
below), then the Shareholders shall have the right to demand in writing that the
Purchaser  file  a registration statement to register the Stock, or such portion
thereof  as  the  Shareholders  shall  designate,  whereupon the Purchaser shall
immediately (within 30 days of such demand) file a registration statement on SEC
From  SB-2  for the purpose of registering part or all of the Stock as demanded.



     Notwithstanding  anything  to  the  contrary  in  this  paragraph,  the
Shareholders  shall  be  required  to  execute  at or before the Closing lock-up
agreements, in the form attached hereto as Schedule 2 (i) and incorporatedherein
by  this  reference,  similar  to  the  lock-up  agreements  executed  by  the
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shareholders  of  24x7  Development.com,  Inc.  ("24x7")  and  N2Plus.com,
Inc.("N2Plus"),  copies  of  which  are  attached  hereto as Schedule 2 (ii) and
incorporated  herein by this reference, which agreement will restrict the number
of  shares  of Purchaser's Stock eligible for sale by the Shareholders, the 24x7
shareholders  and the N2Plus shareholders to 10% of their respective holdings of
Purchaser's  Stock  for  each  90 day period following the effective date of any
registration  statement  of Purchaser which includes as selling shareholders any
of  Purchaser's  shareholders  who  elect  to piggy-back their shares therewith.

     In  addition to the foregoing Stock issuance, Purchaser agrees to issue the
Extra  Stock  to Company's debt holders (Kenneth A.  Paganini, Mark Peterson and
William  D.  Spencer) in consideration for their forgiveness of debt.  The Extra
Stock  will  be  registered by Purchaser in accordance with this paragraph 2 and
subject  to lock-up agreement described above, which shall permit the holders of
the  Extra  Stock to sell one-third of their shares of Extra Stock every 30 days
following  the  effective  date  of  such  registration  statement.

     3.     Closing.  Subject to the terms and conditions hereof and in exchange
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for  the  consideration  set  forth  herein, the parties agree to consummate the
transactions  contemplated  by this Agreement at a Closing (the "Closing") which
shall  occur  at  the  offices  of  Purchaser at 1860 El Camino Real, Suite 100,
Burlingame,  California  94010  on  September  29,  2000, at 11:00 o'clock a.m.,
unless  sooner  agreed  to  by  the parties.  The parties hereto may, by written
                                           -
agreement,  designate  a  different  time  or  place  for  the  Closing.

     At the Closing, Shareholders shall deliver to Purchaser the following:

               (a)     Certificates  representing  the Stock, in proper form for
          transfer, duly endorsed in blank or accompanied by duly endorsed stock
          powers, so as to make Purchaser the sole owner thereof, free and clear
          of all claims and encumbrances.

               (b)     Opinion  of  counsel  to Company as required by paragraph
          7(c)  hereof.

               (c)     Satisfactory  evidence  of  the  performance  of  all
          conditions  to  Purchaser's  obligations  to  close.

               (d)     All certificates or schedules required by this Agreement.

               (e)     An  investment  letter  in  the  form  of  Schedule 3 (d)
          attached hereto  and  incorporated  herein  by  this  reference.

               (f)     And those Shareholders who have not already done so shall
          sign this  Agreement and deliver a  copy hereof bearing their original
          signatures.

               (g)     Releases of  liability from the persons to whom the Extra
          Stock is  issued  as  described  in  paragraph  2,  above.

     Purchaser  shall  deliver  to  Shareholders  the  following:

               (1)     Certificates  representing  Purchaser's  Stock issued pro
          rata  on  the  basis of each Shareholder's percentage ownership of the
          Stock; and

               (2)     any  other  documents  required  hereby.



     4.     Representations  and  Warranties  of  Majority  Shareholders.     In
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order  to  induce  Purchaser to consummate the transactions contemplated by this
Agreement,  and for the consideration expressed herein, the sufficiency of which
is  hereby  acknowledged,  those  Shareholders  who  individually or jointly own
200,000 or more shares of the Company's common stock("Majority Shareholders") do
jointly  and  severally represent and warrant to Purchaser as follows (the truth
and  accuracy of each of which representations and warranties shall constitute a
condition  precedent  to  Purchaser's  obligation  to  close  hereunder):

          (a)     Organization  and  Standing  of  Company.     Company  is  a
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     corporation duly organized, validly existing and in good standing under the
     laws of the State of California and has all requisite  corporate  power and
     authority  to own  all of its  properties  and  to  carry  on the  business
     presently  being  conducted  by it.  Company is duly  qualified to transact
     business and is in good standing in the jurisdictions indicated on Schedule
     4(a) attached hereto and incorporated herein by this reference. Company has
     received no notice or other  communication  from any  governmental  body or
     agency to the effect  that it should be  qualified  to do  business  in any
     jurisdiction  other than those  indicated on Schedule 4(a) and Company does
     not conduct  business in any  jurisdiction  other than those  indicated  on
     Schedule 4(a).

          (b)     No Subsidiaries.  Company does not own or control, directly or
                  ---------------
     indirectly,  any corporation,  association or business  organization of any
     nature.

          (c)     Capitalization.  Company  has  an authorized capitalization of
                  --------------
     one million  (1,000,000)  shares of Common  Stock,  no par value,  of which
     eight  hundred   ninety-six   thousand  (896,000)  shares  are  issued  and
     outstanding  (or will be issued and  outstanding  at Closing),  and 104,000
     authorized  shares  which have not been issued but have been  reserved  for
     issuance  pursuant to the  Company's  stock  option  plans.  Except for the
     104,000 options to purchase its Common Stock, the Company has no securities
     outstanding  now,  nor  will it have at the  date  of  Closing,  which  are
     convertible into shares of any class of capital stock or any other security
     of Company, nor any outstanding rights, options, warrants, subscriptions or
     other  instruments  or  understandings  entitling  the  holders  thereof to
     purchase or receive any  securities of Company of any kind.  Company has no
     contractual right or obligation to acquire any of the Stock from any of its
     Shareholders.  Unless assumed by Purchaser,  the 104,000 options  described
     above will either be  exercised  prior to the Closing or will expire  prior
     thereto, it being understood that Purchaser will not assume such options or
     convert them into options to buy Purchaser's securities. The exact terms of
     any Option  assumption  by the  Purchaser  shall be evidenced in a separate
     writing(s)  between the Purchaser and the  individual  Option holders prior
     to, and subject to, the Closing.

          (d)     Stock  Ownership  and  Transfer.     All  participating
                  -------------------------------
     Shareholders,  whether Majority Shareholders or otherwise, shall warrant in
     a Certificate  identical to the form attached  hereto as Schedule 4 (d) and
     incorporated  herein  by this  reference,  that  they  each  have  good and
     marketable title to and the  unrestricted  right and full power to exchange
     and  deliver to  Purchaser  the Stock  pursuant to the  provisions  of this
     Agreement.  Such shares of Stock have been duly and validly  issued and are
     free and clear of all liens, encumbrances, claims, equities and liabilities
     of every nature and represent one hundred  percent (100%) of the issued and
     outstanding  voting  securities of Company so that,  at Closing,  the Stock
     will  represent  all of the issued and  outstanding  stock of Company.  The
     delivery of the Stock to Purchaser will vest in Purchaser all right,  title
     and  interest  in  and  to  such  shares  free  and  clear  of  all  liens,
     encumbrances,  claims,  equities and liabilities of every nature. The Stock
     has been validly authorized and issued and is fully paid and nonassessable.




          (e)     Financial Statements.  The Company has delivered to Purchaser
                  --------------------
     an  unaudited  balance  sheet of Company as of July 31,  2000 (the "July 31
     Balance Sheet"), a copy of which is attached hereto as Schedule 4(e)(1) and
     incorporated  herein  by this  reference,  and  unaudited  profit  and loss
     statements of Company from inception  through July 31, 2000 (the "July 31 P
     &  L") a  copy  of  which  is  attached  hereto  as  Schedule  4(e)(2)  and
     incorporated  herein by this  reference.  The July 31 Balance Sheet and the
     July P & L  (sometimes  collectively  referred  to  herein  as the "July 31
     Financial  statements") were prepared from the books and records of Company
     in accordance with generally  accepted  accounting  principles applied in a
     manner consistent with accounting practices theretofore adopted and applied
     by Company, and fairly present the financial position,  assets, liabilities
     and results of  operations  of Company as of such dates and for the periods
     indicated, except as may be disclosed in any notes to the July 31 Financial
     Statements.  Such  financial  statements,  including  those for the  period
     ending,  and as of July 31, 2000,  contain and reflect all  liabilities  or
     obligations of any nature, whether absolute,  contingent or otherwise,  and
     for all  reasonably  anticipated  losses  and costs in  excess of  expected
     receipts and contain and reflect all necessary adjustments so as to present
     full, true and complete  statements of the financial  condition and results
     of  operations  of  Company.   Shareholders  shall  deliver  at  Closing  a
     certificate  signed by the President  and  Treasurer of Company  warranting
     that said financial  statements  were prepared in accordance with generally
     accepted accounting  principles,  consistently  applied, and fairly present
     the  financial  position of Company as of such dates and the results of its
     operation  for the periods  indicated,  except as may be  disclosed  in any
     notes to the July 31 Financial Statements.

          (f)     Liabilities.     Shareholders do not know of any basis for the
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     assertion   against  them  or  Company  of  any  material   liabilities  or
     obligations,  either accrued, absolute, contingent or otherwise which would
     materially  and  adversely  affect the value and conduct of the business of
     Company,  other than those (i) reflected or reserved against in the July 31
     Balance Sheet,  (ii) incurred in the ordinary course of business since July
     31,  2000,  or (iii)  expressly  disclosed  in writing to  Purchaser  in or
     pursuant to this Agreement. Company does not have any liabilities, debts or
     obligations  not fully and properly  reflected  or reserved  against in the
     July 31 Balance Sheet,  except liabilities and obligations  incurred in the
     ordinary  course of business since July 31, 2000,  which shall be expressly
     disclosed in writing to Purchaser in or pursuant to this Agreement.

          (g)     Absence  of  Certain  Changes.  Since July 31, 2000, there has
                  -----------------------------
     not occurred (i) any materially adverse change in the assets,  liabilities,
     capitalization,  condition (financial or otherwise),  business or prospects
     of Company, (ii) any damage, destruction or loss (whether or not covered by
     insurance)  having a  materially  adverse  effect on the assets,  condition
     (financial  or  otherwise),  business or  prospects of Company or (iii) any
     event or condition,  or threat  thereof,  which does, or reasonably  might,
     have a materially  adverse  effect on the assets,  condition  (financial or
     otherwise),  business or prospects of Company. Since said date, Company has
     not, except as indicated on Schedule 4(g) attached hereto and  incorporated
     herein by this reference, directly or indirectly:




               (i)     Made  any  loan  or  advance  to  any  person  or entity;

               (ii)    Declared  or  paid  any  dividends  on  any shares of its
          Common Stock or redeemed,  purchased or otherwise  acquired any shares
          of its Common Stock;

               (iii)   Subjected  any  of  its assets to any mortgage,  deed  of
          trust, lien, pledge, conditional sales contract, lease, encumbrance or
          charge;

               (iv)    Sold,  leased  or otherwise transferred any of its assets
          other than in the ordinary course of business;

               (v)     Entered  into  any  agreements  whether  or  not  in  the
          ordinary course of business involving  consideration  given by Company
          in amounts in excess of One Thousand  Dollars  ($1,000.00)  other than
          those described in Schedules or Exhibits to this Agreement;

               (vi)    Modified,  amended or  terminated any agreement or waived
          or released any right, other than in the ordinary course of business;

               (vii)   Incurred  any  obligation  or  liability  for  borrowed
          money,  or incurred any other  obligation  or liability  except in the
          ordinary course of business;

               (viii)  Issued  or  sold or  agreed  to  issue or sell any equity
          or debt securities, except for shares sold upon exercise of any or all
          of the 104,000 Options described above;

               (ix)    Increased  the  salary,  fringe  benefits  or  other
          compensation of, or paid any bonus or similar  compensation to, any of
          its officers or directors; or

               (x)     Agreed to do any of the things described in the preceding
          clauses (i) through (ix).



          (h)     Accounts  Receivable.     Attached hereto as Schedule 4(h) and
                  --------------------
     incorporated  herein by this  reference is a correct and complete  aging of
     all  accounts  receivable  of Company as of July 31,  2000.  Such  accounts
     receivable,  as well as accounts receivable of Company arising between that
     date and the Closing,  are and will be valid and  enforceable,  incurred in
     the ordinary course of business,  and payable to and collectible in full by
     Company,  or its  successors  in  interest,  on demand when due without any
     set-off or counterclaim  or any reduction  (directly or indirectly) for any
     payment, credit or allowance made or given for any reason whatever,  except
     to the extent [indicated on Schedule 4(h)] of the reserves for bad accounts
     set up by Company on its books and records in a manner  consistent with the
     manner in which the reserves for such  purpose  reflected in the  financial
     statements were established. The accounts receivable of Company on the date
     of the Closing will be the same as set forth in said  Schedule,  except for
     additions and  reductions  thereto made in the ordinary  course of business
     since July 31, 2000.

          (i)     Accounts  Payable.     Attached  hereto  as  Schedule 4(i) and
                  -----------------
     incorporated  herein by this  reference,  is a correct and complete list of
     accounts  payable of Company as of July 31, 2000.  The accounts  payable on
     Schedule 4(i)  represent  valid accounts  payable  incurred in the ordinary
     course of  business,  and the  accounts  payable  incurred  by the  Company
     subsequent to July 31, 2000,  shall be separately  set forth in an addendum
     to the Schedule and delivered to Purchaser on the date of the Closing.

          (j)     Inventory.     Company has good and marketable title to all of
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     its inventories and work in process, free and clear of all liens (except to
     the extent of customer advances,  which have been properly reflected in the
     July 31 Financial Statements), leases, encumbrances,  equities, conditional
     sales contracts,  security interests,  charges and restrictions (except for
     liens, if any, for personal property taxes not delinquent). The inventories
     reflected in the July 31 Balance Sheet are based on  quantities  determined
     from physical inventories taken as of July 31, 2000, valued at the lower of
     cost  (determined on a first-in  first-out basis) or market value, and on a
     basis  consistent with that of prior  practice.  The values recorded in the
     financial statements for inventories of raw materials and finished goods do
     not include any obsolete or unsalable  items, and the values shown for work
     in process do not exceed,  when added to the estimated cost to complete and
     deliver such work, the contract prices therefore.

          (k)     Litigation,  etc.     There  is  no  litigation, proceeding or
                  ----------------
     investigation pending or threatened,  other than that which is disclosed on
     Schedule 4 (k) attached hereto and  incorporated  herein by this reference,
     to the knowledge of Shareholders which might result in any material adverse
     change in the business or financial  condition of Company or its assets, or
     any of the Shareholders, or in any materially adverse liability on the part
     of  Company;  and  there  is none  which  questions  the  validity  of this
     Agreement  or  of  any  action  taken  or  to be  taken  pursuant  to or in
     connection with the provisions of this Agreement,  nor do Shareholders know
     of any basis for any such litigation, proceedings or investigation.

          (l)     Ownership  of  Properties.   Company  has  good and marketable
                  -------------------------
     title to and  owns all of the  property  reflected  in the July 31  Balance
     Sheet  and  listed  in  detail  in  Schedule  4(l)   attached   hereto  and
     incorporated  herein by this  reference,  except such  property as has been
     disposed of in the ordinary  course of business  since July 31,  2000,  and
     free and  clear of all  claims,  liens  (except  for  taxes not yet due and
     payable),  encumbrances  and options of any nature.  All leases pursuant to
     which Company leases any  substantial  amount of real or personal  property
     are in good standing,  valid and effective;  and there is not, under any of
     such  leases,  any existing or  prospective  default or event of default or
     event  which with  notice or lapse of time,  or both,  would  constitute  a
     default.  The  buildings,  premises  and  equipment  of  Company  that  are
     necessary to the  operations of its business are suitable for their present
     use.

          (m)     Taxes.   All  federal, state and local tax returns required by
                  -----
     law to be filed by Company have been filed and all federal, state and local
     taxes  (including  payroll  taxes)  have been paid to the extent  that such
     taxes have become due and payable. Company is not delinquent in the payment
     of any tax assessment, has had no tax deficiencies assessed against it, has
     received no notice of any such tax  deficiencies,  and has not executed any
     waiver of any statute of limitations on the assessment or collection of any
     tax.



          (n)     No Violation, etc.   Neither the execution or delivery of this
                  -----------------
     Agreement nor the  consummation  of the  transactions  contemplated  hereby
     conflicts or will  conflict with or result in any breach or violation of or
     default  under any term or condition of the Articles of  Incorporation,  as
     amended, of Company or the Bylaws, or any indenture, mortgage, lien, lease,
     covenant,  agreement,  contract or other  instrument  to which Company is a
     party or is bound, or any order, judgment,  decree, ordinance,  regulation,
     or any  requirement of law or of any  governmental  or judicial  authority.
     Company  is  not  in  material   violation  of  its  amended   Articles  of
     Incorporation,  its  Bylaws  or any  such  covenant,  agreement,  contract,
     instrument or requirement.

          (o)     Brokers.  No  finder,  broker, agent or other intermediary has
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     acted for or on behalf of Majority  Shareholders  or Company in  connection
     with  the  negotiation  or  consummation  of this  Agreement  or any of the
     transactions  contemplated hereby or with any other proposed acquisition of
     the stock or assets of Company, nor have Majority  Shareholders incurred or
     caused to be incurred any liability for any fee or commission in the nature
     of a finder's  fee,  originator's  or broker's fee in  connection  with the
     subject  matter  of  this  Agreement,   and  Majority  Shareholders  hereby
     indemnify Purchaser and agree to hold it harmless, against all liabilities,
     expenses,  costs, losses and claims, if any, arising from the employment by
     Majority Shareholders or services rendered by Majority Shareholders (or any
     allegation of any such employment or services) of any finder, broker, agent
     or other intermediary in such connection.

          (p)     Contracts and Agreements. Attached hereto as Schedule 4(p) and
                  ------------------------
     incorporated  herein  by this  reference  is a true and  complete  list and
     description of any and all indentures, contracts, agreements, arrangements,
     understandings  and other material  obligations,  written or oral, to which
     Company is, as of the date of this  Agreement and as of the Closing date, a
     party, or by which it is bound, except those contracts and agreements which
     involve less than Five Thousand  Dollars  ($5,000.00)  consideration.  Upon
     written  request  of  Purchaser,  Shareholders  agree to cause  Company  to
     deliver to Purchaser a true copy of any of such  contracts  or  agreements.
     All of the agreements  and contracts  listed in Schedule 4(p) are valid and
     binding  obligations  of the  parties  thereto  in  accordance  with  their
     respective  terms,  as of the Closing date, and there are no liabilities of
     Company or to the  knowledge  of Majority  Shareholders  or any other party
     thereto  arising  from any  breach  or  default,  prior to the date of this
     Agreement  and the Closing  date,  of any provision of any such contract or
     agreement by Company or any other party;  and no event has occurred  which,
     through  the  passage  of time or the  giving  of  notice,  or both,  would
     constitute a breach or default by Company or any other party under any such
     contract or agreement or would cause the  acceleration of any obligation of
     Company or any other party thereto or the creation of a lien or encumbrance
     upon any asset of  Company  or any other  party  thereto.  Company is not a
     party to and no  assets of  Company  are  bound by any  agreement  which is
     materially  adverse to the  business,  assets or  condition  (financial  or
     otherwise) of Purchaser.

          (q)     Insurance.     Attached  hereto  as  Schedule  4(q)  and
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     incorporated  herein by this  reference is a correct and complete  list and
     description of all insurance policies owned by Company and all surety bonds
     provided  by Company  for the  benefit of others,  all of which are in full
     force and effect in the amounts set forth and  described in said  Schedule.
     Such insurance  policies cover  Company's  properties and assets in amounts
     and  against  such  losses  and  risks  as  are  generally  maintained  for
     comparably situated businesses and properties.  Upon the written request of
     Purchaser,  Company  will  deliver to  Purchaser a true copy of any of such
     insurance  policies.  Such insurance policies and surety bonds will be kept
     in full force and effect until the Closing.  Upon Closing,  or  immediately
     prior  thereto,  Purchaser  shall  be named as  additional  insured  on all
     property and casualty policies.




          (r)     Labor, Benefit and Employment Agreements.   Attached hereto as
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     Schedule 4(r) and incorporated  herein by this reference,  is a correct and
     complete list and  description  of all  employment  agreements,  collective
     bargaining and other labor agreements,  and pension, bonus, profit sharing,
     stock option, deferred compensation,  stock purchase, retainer, consulting,
     retirement,  welfare,  incentive or fringe  benefit  plans or agreements to
     which  Company  is a party or by which  it is  bound.  No party to any such
     agreement  or  arrangement  is in  default  thereunder,  and no  event  has
     occurred  which,  with the passage of time or the giving of notice or both,
     would constitute such default.  Majority Shareholders will cause Company to
     deliver to Purchaser upon request correct and complete copies of (i) all of
     the  agreements,  plans  and  programs  listed in said  Schedule,  (ii) any
     descriptive  literature  concerning  any  of  such  agreements,  plans  and
     programs which have been or are available for distribution to the employees
     of  Company,  (iii)  all  approvals  of any of such  agreements,  plans  or
     programs which have been obtained from the Internal Revenue  Service,  (iv)
     the most recent  valuation and list of assets  contained in any trust funds
     with respect to such  agreements,  plans and programs,  (v) the most recent
     actuary report  (including  method of funding,  actuarial  assumptions  and
     amounts  of past  service  liability)  and  (vi) the  names of each  person
     authorized to draw thereon or to have access thereto.

          None  of  the  (i) warranties and representations made by the Majority
     Shareholders  herein, or in the Schedules or documents related hereto, (ii)
     financial statements furnished relating to Company or (iii) certificates or
     memoranda  furnished by Shareholders or by or on behalf of Company contains
     or will contain any untrue  statement  of a material  fact or omits or will
     omit to state a material  fact  necessary  in order to make the  statements
     contained herein or therein not misleading. Majority Shareholders agree (i)
     to cause Company to deliver such  additional  information  and documents to
     Purchaser  as  Purchaser  may  reasonably  request in  writing  and (ii) to
     execute any and all documents  necessary or appropriate in connection  with
     the transactions hereunder.

          (s)     Acquisition  For Own Account.  The shares of Purchaser's Stock
                  ----------------------------
     are being acquired by the  Shareholders,  pursuant to this  Agreement,  for
     investment  purposes and not with a view to distribution  and  Shareholders
     will not make any sale or  distribution  of any portion  thereof  except in
     compliance with all applicable securities laws.

     5.     Representations  and  Warranties  by  Purchaser.  Purchaser  hereby
            -----------------------------------------------
represents  and  warrants  to  the  Shareholders  as  follows:

          (a)     Brokers.  No  finder,  broker, agent or other intermediary has
                  -------
     acted for or on behalf of Purchaser in connection with the  negotiations or
     consummation of this Agreement or of any of the  transactions  contemplated
     hereby or with any other  acquisition of the stock or assets of Company nor
     has  Purchaser  incurred or caused to be incurred any liability for any fee
     or commission in the nature of a finder's fee, originator's fee or broker's
     fee in connection with the subject matter of this Agreement,  and Purchaser
     hereby indemnifies Shareholders,  and agrees to hold them harmless, against
     all liabilities,  expenses,  costs, losses and claims, if any, arising from
     the  employment  by  Purchaser or services  rendered to  Purchaser  (or any
     allegation of any such employment or services) of any finder, broker, agent
     or other intermediary in such connection.

          (b)     Acquisition  For Own Account.   The Stock is being acquired by
                  ----------------------------
     Purchaser,  pursuant to this Agreement,  for investment and not with a view
     to distribution and Purchaser will not make any sale or distribution of any
     portion thereof except in compliance with all applicable securities laws.




          (c)     Organization  and  Standing  of  Purchaser.  Purchaser  is  a
                  ------------------------------------------
     corporation duly organized, validly existing and in good standing under the
     laws of the  State of  Nevada  and has all  requisite  corporate  power and
     authority  to own  all of its  properties  and  to  carry  on the  business
     presently  being  conducted by it.  Purchaser is duly qualified to transact
     business and is in good standing in the jurisdictions indicated on Schedule
     5(c) attached hereto and incorporated  herein by this reference.  Purchaser
     has received no notice or other communication from any governmental body or
     agency to the effect  that it should be  qualified  to do  business  in any
     jurisdiction other than those indicated on Schedule 5(c) and Purchaser does
     not conduct  business in any  jurisdiction  other than those  indicated  on
     Schedule 5 (c).

          (d)     Capitalization.  Purchaser has an authorized capitalization of
                  --------------
     thirty-one million two hundred fifty thousand (31,250,000) shares of common
     stock, $0.001 par value, of which twenty-seven  million seven hundred fifty
     thousand  (27,750,000)  and five  million  (5,000,000)  shares of preferred
     stock,  $0.001 par  value,  none of which  preferred  shares are issued and
     outstanding.  Purchaser's  shareholders  have  approved an amendment to its
     Articles of Incorporation,  as amended,  which will increase the authorized
     capitalization  to fifty  million  (50,000,000)  shares  of  common  stock.
     Purchaser may issue up to an additional  11,000,000  shares of common stock
     to  close  the  pending  mergers  with  24x7   Development.com,   Inc.  and
     N2Plus.com, Inc., scheduled for September 2000. Purchaser is also presently
     conducting a private placement  offering  2,000,000 shares of common stock.
     Except as set forth of  Schedule  5(e)  attached  hereto  and  incorporated
     herein by this reference,  Purchaser has no securities outstanding now, nor
     will it have at the date of Closing,  which are convertible  into shares of
     any class of capital  stock or any other  security  of  Purchaser,  nor any
     outstanding rights, options,  warrants,  subscriptions or other instruments
     or understandings  entitling the holders thereof to purchase or receive any
     securities of Purchaser of any kind.  Purchaser has no contractual right or
     obligation to acquire any of the common stock from any of its shareholders.

          (e)     Purchaser's  Stock.  Purchaser hereby warrants that the shares
                  ------------------
     of Purchaser's Stock being exchanged for the common stock of the Company at
     Closing  has been duly  authorized  by it Board of  Directors  and that the
     delivery of the Stock to shareholders  will vest in Shareholders all right,
     title and  interest  in and to such  Stock,  free and  clear of all  liens,
     encumbrances,  claims,  equities and liabilities of every nature,  and that
     the Stock has been validly  authorized and issued and upon issuance will be
     fully paid and nonassessable.

          (f)     Absence  of  Certain  Changes.  Since July 31, 2000, there has
                  -----------------------------
     not occurred (i) any materially adverse change in the assets,  liabilities,
     capitalization,  condition (financial or otherwise),  business or prospects
     of Purchaser, (ii) any damage,  destruction or loss (whether or not covered
     by insurance) having a materially  adverse effect on the assets,  condition
     (financial or  otherwise),  business or prospects of Purchaser or (iii) any
     event or condition,  or threat  thereof,  which does, or reasonably  might,
     have a materially  adverse  effect on the assets,  condition  (financial or
     otherwise),  business or prospects of Purchaser. Since said date, Purchaser
     has not,  except  as  indicated  on  Schedule  5 (f)  attached  hereto  and
     incorporated herein by this reference, directly or indirectly:




               (i)     Declared  or  paid  any  dividends  on  any shares of its
          common stock or redeemed,  purchased or otherwise  acquired any shares
          of its common stock;

               (ii)    Subjected  any  of  its  assets  to any mortgage, deed of
          trust, lien, pledge, conditional sales contract, lease, encumbrance or
          charge;

               (iii)   Sold,  leased  or otherwise transferred any of its assets
          other than in the ordinary course of business;

               (iv)    Modified,  amended or  terminated any agreement or waived
          or released any right, other than in the ordinary course of business;

               (v)     Incurred  any obligation or liability for borrowed money,
          or incurred any other  obligation or liability  except in the ordinary
          course of business;

               (vi)    Issued  or  sold or agreed to issue or sell any equity or
          debt securities, except as described in paragraph 5 (d), above;

               (vii)   Agreed  to  do  any  of  the  things  described  in  this
          paragraph  5.

          (g)     Litigation,  etc.  There  is  no  litigation,  proceeding  or
                  ----------------
     investigation pending or threatened,  other than that which is disclosed on
     Schedule 5 (g) attached  hereto and  incorporated  herein by this reference
     which  might  result in any  material  adverse  change in the  business  or
     financial  condition  of  Purchaser  or its  assets,  or in any  materially
     adverse  liability  on the  part of  Purchaser;  and  there  is none  which
     questions  the  validity of this  Agreement or of any action taken or to be
     taken pursuant to or in connection  with the provisions of this  Agreement,
     nor does Purchaser know of any basis for any such  litigation,  proceedings
     or investigation.

          (h)     No  Violation,  etc. Neither the execution or delivery of this
                  -------------------
     Agreement nor the  consummation  of the  transactions  contemplated  hereby
     conflicts or will  conflict with or result in any breach or violation of or
     default  under any term or condition of the Articles of  Incorporation,  as
     amended,  of Purchaser or the Bylaws,  or any  indenture,  mortgage,  lien,
     lease, covenant, agreement, contract or other instrument to which Purchaser
     is a  party  or is  bound,  or  any  order,  judgment,  decree,  ordinance,
     regulation,  or any  requirement of law or of any  governmental or judicial
     authority.  Purchaser is not in material  violation of its amended Articles
     of  Incorporation,  its Bylaws or any such covenant,  agreement,  contract,
     instrument or requirement.

     6.     Covenants  and Agreements of the Majority Shareholders.  In addition
            ------------------------------------------------------
to  the  covenants  and  agreements  elsewhere  set  forth  herein,  Majority
Shareholders  covenant  and  agree  as  follows:

          (a)     Conduct  of Business Prior to Closing.     Without Purchaser's
                  -------------------------------------
     prior written consent to the contrary,  prior to the date of Closing, which
     shall not  be  unreasonably  withheld,  Majority  Shareholders  will  cause
     Company to operate so as:




               (i)     To carry on its business in substantially the same manner
          as  heretofore  carried on, and not to make any  purchase or sale,  or
          enter into any agreement or lease (whether as a lessor or lessee),  or
          introduce  any new method of management or operation in respect of any
          such  business,  except in the  ordinary  course of business  and in a
          manner not inconsistent with prior practice and with the terms of this
          Agreement;

               (ii)    Not  to  declare  or  pay any  dividend or make any other
          distribution or payment with respect to its Common Stock, nor directly
          or  indirectly  to redeem,  purchase or  otherwise  acquire any of its
          Common Stock;

               (iii)   Not  to  acquire,  sell,  transfer,  lease,  mortgage,
          pledge,  encumber or otherwise  dispose of any fixed asset or personal
          property  (other than  inventory,  including  work in process,  in the
          ordinary and usual course of business);

               (iv)    Not  to  discharge  or satisfy any lien or encumbrance or
          pay or perform  any  obligation  or  liability  other than (i) current
          liabilities  set forth in the balance sheets included in the financial
          statements,  or (ii)  current  liabilities  incurred  in the  ordinary
          course of business since July 31, 2000;

               (v)     Not to change or alter the physical contents or character
          of any of its  inventory  so as to  affect  the  nature  of any of its
          business or result in a change of the total dollar valuation  thereof,
          other  than as a result  of  transactions  in the  ordinary  course of
          business;

               (vi)    Not to do any  of the acts specified in Subparagraph 4(g)
          hereof;

               (vii)   To  maintain  and  preserve its business organization and
          goodwill  intact  and  maintain  its  relationships   with  suppliers,
          customers (including lessees), creditors,  employees and others having
          business relationships with it;

               (viii)  Not  to  make  any  changes  or  modifications  in  any
          agreement  to which it is a party or which  affects it,  except in the
          ordinary  course  of  business  and in an  amount  not  exceeding  One
          Thousand Dollars  ($1,000.00) in any one transaction or as required by
          this Agreement;

               (ix)    To  take  such  action  as  may be necessary to maintain,
          preserve,  renew  and keep in full  force  and  effect  its  corporate
          existence, rights and franchises;

               (x)     Not  to  make any commitment for any capital expenditures
          for a single item exceeding One Thousand  Dollars  ($1,000.00) and not
          to make commitments for capital  expenditures  exceeding Five Thousand
          Dollars ($5,000.00) in the aggregate; and

               (xi)    Not  to  enter  into  any  contracts,  commitments  or
          proposals  for the sale or lease of any of its products or sale of any
          of its services which require the manufacture of new products  costing
          in the aggregate Five Thousand  Dollars  ($5,000.00) or more. In order
          not  to  impede  Company's  sales,  Purchaser  agrees  to  approve  or
          disapprove  all  Company's  proposed  sales  contracts  within one (1)
          business  day of notice,  pursuant  to the notice  provisions  herein.
          Purchaser  agrees that its failure to notify  Company of its  decision
          within  the  proscribed  time  shall be  deemed an  acceptance  of the
          proposed sales contract.



          (b)     Delivery of Schedules.     Shareholders agree to cause Company
                  ---------------------
     to prepare and deliver to Purchaser as promptly as possible  following  the
     date of this Agreement,  but not later than three (3) business day prior to
     the Closing,  all Schedules  not attached to this  Agreement on the date of
     execution  hereof.   Shareholders  agree  that  where  provisions  of  this
     Agreement  state or imply that Schedules are attached,  the failure to have
     such Schedules  attached upon the date of execution hereof shall not act as
     a  waiver  by  Purchaser  of  the  receipt  of  such  Schedules  or of  any
     representations or warranties  relating to such schedules.  Notwithstanding
     language  in this  paragraph  to the  contrary,  Schedule  4 (k)  shall  be
     attached to this  Agreement  upon  execution  hereof by the Company and the
     Majority Shareholders.

     7.     Conditions  of  the Obligations of Purchaser.     The obligations of
            --------------------------------------------
Purchaser  hereunder  are  subject  to  the  condition  that  prior  to  or
contemporaneously  with  the  Closing:

          (a)     Representations  and Warranties.  Company shall have delivered
                  -------------------------------
     to  Purchaser  an  Officer's  Certificate,  dated the date of  Closing  and
     executed  by  a  duly  authorized  officer  of  Company,   satisfactory  to
     Purchaser, certifying that the representations and warranties made by or on
     behalf of Company in this  Agreement  are true,  accurate and correct as of
     the date thereof.

          (b)     Shareholders'  Performance.     Shareholders  shall  have
                  --------------------------
     performed and complied with all agreements and conditions  required by this
     Agreement to be performed or complied with by it prior to or at the Closing
     and furnished Purchaser satisfactory evidence of such compliance.

          (c)     Opinion  of  Counsel  to  Company.     Shareholders shall have
                  ---------------------------------
     delivered to Purchaser a favorable  opinion of Company's  counsel addressed
     to  Purchaser,  satisfactory  in substance  and form to  Purchaser  and its
     counsel  and  dated  the  date  of  Closing,   at   Company's  or  Majority
     Shareholders' expense, to the following effect:

               (i)     Organization  and  Standing  of  Company.  Company  is  a
                       ----------------------------------------
          corporation  duly  organized,  validly  existing and in good  standing
          under the laws of the State of  California.  Company does not transact
          business in any other  jurisdiction,  and Company, to the knowledge of
          counsel,  has not received any notification from any governmental body
          or agency that Company should be qualified to do business in any other
          jurisdiction.

               (ii)    Capitalization of Company.   The  authorized Common Stock
                       -------------------------
          and  issued and  outstanding  securities  of Company  are as set forth
          hereinabove.

               (iii)   This Agreement.     Majority  Shareholders  have power to
                       --------------
          execute and deliver this  Agreement  and this  Agreement has been duly
          authorized,  executed  and  delivered  by  Majority  Shareholders  and
          constitutes  the  legal,  valid and  binding  obligation  of  Majority
          Shareholders in accordance with its terms.



               (iv)    Shares  of  Company.   The  Stock  being  purchased  by
                       -------------------
          Purchaser from Shareholders  pursuant to Section 1 hereof has been (or
          at the  Closing  will  have  been)  validly  issued  and is (or at the
          Closing  will  be)  outstanding,  fully  paid and  nonassessable,  and
          constitutes  one hundred  percent (100%) of the issued and outstanding
          shares of capital  stock of  Company,  unless a lesser  percentage  is
          accepted by Purchaser at Closing.

               (v)     Valid  Title.     The Stock has been properly assigned to
                       ------------
          Purchaser  pursuant to this  Agreement  so as to enable  Purchaser  to
          become the owner of record  and, to the best of  counsel's  knowledge,
          beneficially   of  such  stock,   subject  to  no  claims,   liens  or
          encumbrances   (except  any  which  may  have  been   created  by  the
          Purchaser).

               (vi)     Litigation.     Counsel  knows  of  no  litigation,
                        ----------
          proceeding  or  investigation  pending or threatened  against  Company
          which might  result in any  materially  adverse  change in the assets,
          liabilities, business prospects or financial conditions of Company.

          (d)     No Adverse Change Certificate.   Purchaser shall have received
                  -----------------------------
     a  certificate  dated  the date of  Closing,  signed  by the  President  of
     Company, to the effect that no changes of the nature described in Paragraph
     4(g) above have occurred.

          (e)     Obtaining  of  Consent.     All  necessary  agreements  and
                  ----------------------
     consents  of  any  person  or  entity   required  in  connection  with  the
     transactions  hereunder  shall have been obtained by Purchaser and Majority
     Shareholders.

          (f)     Approval  of  Documentation.     The form and substance of all
                  ---------------------------
     opinions,  certificates,  instruments  of transfer and all other  documents
     hereunder shall be satisfactory in all reasonable respects to Purchaser and
     its counsel.

          (g)     Receipt  of Schedules.   All Schedules to this Agreement shall
                  ---------------------
     have been  received by Purchaser,  and  Purchaser  shall have given written
     notice to  Shareholders  and  Company  after  receipt of the last  Schedule
     delivered to  Purchaser,  that it has approved the  Schedules and agrees to
     complete the  transaction  on the date of Closing in  accordance  with this
     Agreement.

          (h)     Absence  of  Material Change.   The business and properties of
                  ----------------------------
     Company shall not have been, and shall not be threatened to be,  materially
     and  adversely  affected  in  any  way  as a  result  of  fire,  explosion,
     earthquake,  disaster,  accident,  labor  disputes,  change in  technology,
     obsolescence  of products or service,  resignation  of key  personnel,  any
     action by the United  States or any other  governmental  authority,  flood,
     drought,  embargo, riot, civil disturbance,  uprising,  activities of armed
     forces or act of God or public enemy,  and there shall not have occurred or
     been threatened for any reason any material or unforeseeable  change in the
     financial condition of Company.

          (i)     Settlement of Debts, Suits  and Other Obligations.  All debts,
                  -------------------------------------------------
     liabilities,  lawsuits  and  other  claims  against  Company  described  in
     paragraph 4 of that certain  memorandum  from John Flanders to Ken Paganini
     dated August 10, 2000, a copy of which is attached hereto as Schedule 7 (i)
     and incorporated herein by this reference, shall have been duly settled and
     executed  releases of liability and settlements of lawsuits shall have been
     delivered to  Purchaser.  In the event that  settlement  and release of the
     debts, liabilities,  lawsuits and other claims against Company described in
     Schedule  7(i) shall not be obtained by the date of Closing,  then Majority
     Shareholders  agree to  indemnify  the Company and  Purchaser  against such
     debts, liabilities,  lawsuits and other claims pursuant to Paragraph 10(b),
     except that the $10,000  limit for  triggering  indemnity  under  Paragraph
     10(b) shall not apply.



     8.     Conditions  of  the Obligations of Shareholders.  The obligations of
            -----------------------------------------------
Shareholders  hereunder  are  subject  to  the  conditions  that,  prior  to  or
contemporaneously  with the Closing, Purchaser shall have performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied  with  by  it  prior  to  or  at  the  Closing.

     9.     Covenants  and  Agreements  of  the  Purchaser.  In  addition to the
            ----------------------------------------------
covenants  and  agreements  set  forth elsewhere herein, Purchaser covenants and
agrees  that  after  the Closing, it will abide by all terms of Company's leases
(identified  in  Schedule  4 (l) and to indemnify Majority Shareholders and hold
them  harmless  against and in respect of any and all damages, losses, expenses,
costs, obligations and liabilities including reasonable attorney's fees incurred
in  connection  with  any asserted claim or loss which the Majority Shareholders
may  incur or may suffer by reason of (I) any breach of, or failure of Purchaser
to  perform,  any of its representations, warranties, guarantees, commitments or
covenants  contained  in  this  Agreement,  and  (2)  any act or omission of the
Purchaser  which  constitutes  a  breach  or  default  hereunder.

     10.     Survival  of  Representations  and  Indemnification.
             ---------------------------------------------------

          (a)     Survival.     All  material  statements  contained  in  any
                  --------
     Exhibit, Schedule,  document,  certificate or other instrument delivered by
     or on behalf of any party hereto,  or in connection  with the  transactions
     contemplated  hereby,  shall be deemed to be representations and warranties
     made   pursuant   to  this   Agreement   by  such  party   along  with  the
     representations  and warranties made pursuant to this Agreement,  and shall
     survive the consummation of the transactions contemplated by this Agreement
     and the investigations made by or on behalf of any of the parties.

          (b)     Indemnification  by  Majority  Shareholders.  The  Majority
                  -------------------------------------------
     Shareholders agree to indemnify  Purchaser and hold it harmless against and
     in respect of any and all damages, losses, expenses, costs, obligations and
     liabilities  including  reasonable  attorney's  fees incurred in connection
     with any asserted claim or loss which Purchaser or Company may incur or may
     suffer by reason  of (i) any  breach  of, or  failure  of  Shareholders  to
     perform, any of their representations,  warranties, guarantees, commitments
     or covenants  contained in this Agreement,  and (ii) any act or omission of
     the  Shareholders  which  constitutes  a breach or default  hereunder.  For
     purposes of this paragraph,  excepting for those  obligations  described in
     Schedule 7 (i)the  indemnification  shall not be triggered unless and until
     the collective amount of such damages,  claims, losses,  expenses, costs or
     obligations exceeds $10,000.

     11.     Notices.     Any  notice  or  other  communication  required  or
             -------
permitted  hereunder  shall be in writing and shall be deemed to have been given
if  placed  in  the United States mail, registered or certified, postage prepaid
or,  if  personally  delivered,  addressed  as  follows:




     If  to  Purchaser,  to:

                         Digital  Bridge,  Inc.
                         1860  El  Camino  Real,  Suite  100
                         Burlingame,  California  94010
                         Attention:  Aaron  Lang,  President

     With  a  copy  to:

                         David  E.  Wise,  Esq.
                         Attorney  at  Law
                         1600  Glorietta  Blvd.
                         Coronado,  California  92118

     If  to  Company  to:

                         Kenneth  A  Paganini
                         Paganini  Companies
                         190  Hubbell  Street
                         San  Francisco,  California  94107-2278

     If  to  Majority  Shareholders,  to:

                         Kenneth  A.  Paganini
                         c/oPaganini  Companies
                         190  Hubbell  Street
                         San  Francisco,  California  94107-2278

                         Jack  Zwart
                               -
                         c/oSouthland  Electric,  Inc.
                         6550  Nancy  Ridge  Drive
                         San  Diego,  California  92121-3281

     With  a  copy  to:

                         Douglas  N.  Akay,  Esq.
                         Akay  &  Associates
                         615  Battery  Street,  6th  Floor
                         San  Francisco,  California  94111-1808

                         And  the  persons  at  the addresses shown on Exhibit A
                         hereto.



Each of the foregoing shall be entitled to specify a different address by giving
written  notice  thereof  to  all  the  parties  hereto.

     12.     Costs  and  Expenses.     All  costs  and  expenses  incurred  in
             --------------------
conducting  the  purchase  and  sale  described  in this Agreement in the manner
prescribed by this Agreement shall be borne by Purchaser and Shareholders in the
following  manner:  Each party, Purchaser and Shareholders, shall pay the fee of
the  attorney  who  represented  it  in  negotiating  this  Agreement.

     13.     Entire  Agreement;  Modifications;  Waiver.   This  Agreement
             ------------------------------------------
constitutes  the  entire  agreement  among  the parties hereto pertaining to the
subject  matter  hereof and supersedes all prior and contemporaneous agreements,
understandings,  negotiations  and  discussions  whether  oral  or  written.  No
supplement,  modification,  waiver  or  termination  of  this  Agreement, or any
provision hereof, shall be binding  unless executed in writing by the parties to
be  bound  thereby.  No  waiver of any of the provisions of this Agreement shall
constitute  a  waiver of any other provision (whether or not similar), nor shall
such  waiver constitute a continuing waiver unless otherwise expressly provided.

     14.     Headings.     Paragraph  and  Subparagraph  headings  are not to be
             --------
considered  part  of this Agreement, are included solely for convenience and are
not  intended  to  be  full  or  accurate  descriptions  of  the content hereof.

     15.     Attachments.   Exhibits,  Schedules and other documents referred to
             -----------
in  this  Agreement  are  an  integral  part  hereof.

     16.     Binding  Effect.     All  of  the  terms  and  provisions  of  this
             ---------------
Agreement  shall  be  binding upon and shall inure to the benefit of the parties
hereto,  their  respective  successors  and  assigns,  and  the  heirs and legal
representatives  of  Purchaser.

     17.      Effect  of  Termination. Termination of this Agreement pursuant to
              -----------------------
any of its provisions shall be without prejudice to any other rights or remedies
of  the  respective  parties  at  law  or  in  equity.

     18.     Severability.     All  clauses  of  this Agreement are distinct and
             ------------
severable  and  if  any  clause  shall  be  held  to be invalid or illegal, that
determination shall not affect the validity or legality of the remainder of this
Agreement.

     19.     Governing  Law.     This Agreement shall be governed by the laws of
             --------------
the  State  of  Nevada  and  shall  be  enforceable  in the State of California.

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

     21.     Publicity.     All notices to third parties and all other publicity
             ---------
concerning  the  transactions  contemplated  by this Agreement shall be released
only  with  the  written  consent  of  the  parties.

     22.     No  Assignment.     Neither this Agreement nor any interest therein
             --------------
shall  be  assigned  by  Purchaser  or any Shareholder without the prior written
consent  of  the  other  parties  hereto.



     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to  be  entered  into  on  the  date  and year first set forth above.

PURCHASER:
---------

                          Digital  Bridge,  Inc.


                          By:  /s/  Aaron  Lang
                             -----------------------------------------
                             Aaron  Lang,  President



COMPANY:

                          Online  Television  Network  Services


                          By:  /s/  Kenneth A. Paganini
                             -----------------------------------------
                             Kenneth A. Paganini, President and CEO





                                         Number  of  Shares  of

MAJORITY  SHAREHOLDERS:                      Stock  Ownership
----------------------                       ----------------


     By:  /s/  Jack  Zwart
     ----------------------------               310,000
     Jack  Zwart


     By:  /s/  Kenneth A. Paganini
     -----------------------------              310,000
     Kenneth  A.  Paganini




                                  ADDITIONAL SHAREHOLDERS


     By:  /s/  Peter  Niggeman
     ----------------------------
     Peter  Niggeman
                                            20,000 (jointly held)
     By:  /s/  Kathy  Niggeman
     ----------------------------
     Kathy  Niggeman


     By:  /s/  Ken  Prokuski
     ----------------------------
     Ken  Prokuski
                                            20,000 (jointly held)

     By:  /s/  Susan  Prokuski
     ----------------------------
     Susan  Prokuski

     By:  /s/  William D. Spencer
     ----------------------------
     William  D.  Spencer                  100,000

     By:  /s/  Amy  Henderson
     ----------------------------           10,000
     Amy  Henderson

     By:  /s/  Douglas  N.  Akay
     ----------------------------           20,000
     Douglas  N.  Akay





                                SPOUSAL CONSENTS

     The  undersigned persons represent that they are the spouses of the persons
having  the  same  last  names  on  the  preceding  signature  pages,  that  the
undersigned  persons  disclaim  any  direct or record ownership of the shares of
common  stock  of  the  Company  set  forth  opposite their spouses names on the
signature  pages  above,  and  the  undersigned persons consent to their spouses
assignment and transfer of such shares of common stock of the Company to Digital
Bridge,  Inc.  for  the  consideration  indicated  in  the  above  Agreement.

     By  signing this Spousal Consent, Digital Bridge, Inc. covenants and agrees
that  the  signatories  on  this  page  shall  not  be  deemed  to  be "Majority
Shareholders,"  as  that  term  is  defined  in  the  above  Agreement.


By:  /s/  Jeannine Paganini
-------------------------------
     Jeannine  Paganini


By:  /s/  E.  Dayle  Zwart
-------------------------------
     E.  Dayle  Zwart


By:  /s/  Claire  Spencer
-------------------------------
     Claire  Spencer


By:  /s/  Catherine Dennes Akay
-------------------------------
     Catherine  Dennes  Akay


By:  /s/  Richard E. Henderson
-------------------------------
     Richard  E.  Henderson