Oretech Inc · 8-K · For 4/4/02

Filed On 4/4/02   ·   SEC File 0-26755   ·   Accession Number 1090052-2-6

Current Report   ·   Form 8-K
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SECURITIES AND EXCHANGE COMMISSION                                              

Washington, D.C. 20549                                                          

Form 8-K                                                                        

CURRENT REPORT                                                                  

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934          

Date of Report (Date of earliest event reported): April, 2, 2002                

THE TANTIVY GROUP, INC.                                                         
(Exact name of registrant as specified in its charter)                          

Nevada             0-26755                 88-0417771                           

(State or other jurisdiction     (Commission File       ( IRS Employer          
of incorporation)                Number)              Identification Number)

21436 North 20th Avenue, Unit 4, Phoenix, Arizona 85027                         

(Address of Principal Executive Offices)  (Zip Code)                            

(623) 773-3644                                                                  

(Registrant's telephone number, including area code)                            

Exhibit Index:  Page __                                                         
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS                      

  This Current Report contains forward-looking statements, including
     (without limitation) statements concerning possible or assumed future
      results of operations of Registrant and those preceded by, followed by
        or that include the words "believes," "could," "expects," "anticipates,"
   or similar expressions. For those statements, Registrant claims the
      protection of the safe harbor for forward-looking statements contained
   in the Private Securities Litigation Reform Act of 1995. You should
  understand that various events could cause those results to differ
   materially from those expressed in such forward-looking statements:
       materially adverse changes in economic conditions in the markets served
     by the companies; competition from others in the website development,
    eBusiness builder, venture technologist, Internet and IT markets and
    other industry segments; and other risks and uncertainties as may be
       detailed from time to time in Registrant's public announcements and SEC
filings.                                                        

Item 2. Acquisition or disposition of Assets                                    

On March 28, 2002, The Tantivy Group, Inc. ("Tantivy") signed a definitive      
merger agreement in which Tantivy will acquire 100 % of the outstanding common  
stock of Neterprises, Inc., a Pennsylvania corporation ("Neterprises"), in a    
merger transaction pursuant to which Tantivy will be the surviving entity. Upon 
closing, Tantivy will issue to the shareholders of Neterprises an aggregate of  
105,000,000 shares of Tantivy common stock which presently has a fair market    
value now of $ .70 per share or an aggregate market value of $73,500,000. The   
consideration was the product of arms' length negotiations and was based on     
Neterprises prospects when integrated into the operating and business model of  
Tantivy.                                                                        

  A copy of the Definite Merger Agreement is filed herewith as Exhibit 2.4
and incorporated herein by reference.                                           

Neterprises, Inc. ("Neterprises"), is a technology development company
whose principle business specializes in the design, construction and  
     ongoing improvement of web-based services and solutions delivered using the
    Application Service Provider/Vertical Service Provider model.  The Company
   services specific under-exploited niche markets, using proven methods and
 technology to deliver cost-effective solutions to subscribers currently
    locked out of the technology explosion because of the prohibitive cost and
degree of knowledge required for most Information Technology (IT)     
     applications.  Neterprises' products integrate proven software in the areas
of communication, productivity, data, financial and customer relations
    management, and e-commerce.  Uniqueness is found in our ability to offer a
     comprehensive solution that meets a majority of the needs of a target niche
  market with a single product.  Neterprises' offers value by reducing the
     customer's need to run different software packages, giving them the ability
   to maintain, train and implement a unified system to satisfy their needs.
    With a strong track record in using emerging software technologies to make
its clients competitive in their market place, Neterprises leads its  
clients through the process of "going live" with a host of web-based  
services and solutions.                                               

The Common Stock issued by Tantivy in the acquisition described above was issued
in reliance on the exemption from the registration provisions of the Securities 
Act of 1933, as amended, contained in Regulation D, Rule 506.  No Common Stock  
was issued to non-accredited investors in any of the transactions.              

Item 5. Other Events.                                                           

On March 27, 2002 Digital Bridge, Inc. (OTCBB:DGBI) announced that effective    
that day it had changed its name to The Tantivy Group, Inc., had changed its    
ticker symbol to TTVY and that the company was undergoing a 1-20 reverse stock  
split. A copy of the press release announcing such is attached as Exhibit 99.10.

Item  7.  Financial  Statements  and  Exhibits.                                 
----------------------------------------------                                  

(a)     Financial  Statements  of  Business  Acquired.                          

        It is impracticable for the Registrant to file the financial information
of the business to be acquired at this time and such  financial 
information                                                     
       will be filed by amendment to this Current Report on Form 8-K not later
      than 60 days from the date that a Form 8-K is filed reporting that the
  acquisition                                                     is
finalized.                                                      

(b)     Pro  Forma  Financial  Information                                      

      It is impracticable for the Registrant to file the pro forma financial
  information required at this time and such  financial  information
       will be filed by amendment to this Current Report on Form 8-K not later
      than 60 days from the date that a Form 8-K is filed reporting that the
  acquisition                                                     is
finalized.                                                      

(c) Exhibits not included in this Report will be filed by amendment to this     
       Current Report on Form 8-K not later than 60 days from the date hereof,
in accordance with Item 7 of Form 8-K.                          

Exhibits                                                                        

Exhibit No.             Description                                             

2.4       Definitive Merger Agreement between The Tantivy Group, Inc. and       
Neterprises, Inc.                                                               
99.10   Press Release announcing Digital Bridge, Inc.'s name change to the      
Tantivy Group, Inc. and a 1-20 reverse stock split being effective.             
99.11   Press Release announcing that The Tantivy Group, Inc. had entered into a
definitive merger agreement with Neterprises, Inc.                              

Exhibit Index                                                                   

Exhibit No.             Description                                             

2.4     Definitive merger agreement between The Tantivy Group, Inc. and         
Neterprises, Inc.                                                               
99.10   Press Release announcing Digital Bridge, Inc.'s name change to the      
Tantivy Group, Inc. and a 1-20 reverse stock split being effective.             
99.11   Press Release announcing that The Tantivy Group, Inc. had entered into a
definitive merger agreement with Neterprises, Inc.                              

SIGNATURES                                                                      

       Pursuant to the requirements of the Securities Exchange Act of 1934, as
       amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.             

DATED:  April 4, 2002                                                           

                       THE TANTIVY GROUP, INC.

                         By:   s/s Scott M. Manson
                     _____________________
                          Scott M. Manson, President

Exhibit 2.4                                                                     
AGREEMENT AND PLAN OF MERGER                                                    
BY AND BETWEEN                                                                  
THE TANTIVY GROUP, INC.                                                         
AND                                                                             
NETERPRISES, INC.                                                               

THIS AGREEMENT AND PLAN OF MERGER  ("Agreement"), is dated as of March 28, 2002,
by and between The Tantivy Group, Inc., ("Tantivy") a Nevada corporation whose  
address is 21436 North 20th Avenue, Suite 4, Phoenix, Arizona 85027, such       
corporation being herein sometimes called the "Surviving Corporation," and      
Neterprises, Inc. ("Neterprises"), a Pennsylvania corporation whose address is  
1500 Sycamore Road, Suite 302, Montoursville, PA  17754, such corporation being 
herein sometimes called the  "Disappearing  Corporation,"  with  Tantivy and    
Neterprises  being  herein  sometimes collectively called the "Constituent      
Corporations." This agreement replaces all preceding agreements.                

SECTION 1.   NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION AND BY-   
LAWS; BOARD OF DIRECTORS; OFFICERS                                              

1.1     Name of Surviving Corporation.  The corporation which shall survive the 
merger ("Merger") contemplated hereby is The Tantivy Group, Inc., a Nevada      
corporation.  However, immediately following the Effective Time (as defined in  
Section 3.2 hereof), the name of the Surviving Corporation shall be changed to  
"Neterprises, Inc."                                                             

1.2     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    
Tantivy as in effect at the Effective Time (as defined in Section 3.2 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.                    

1.3     Board of Directors and Officers:  The directors and officers of         
Neterprises as of the Effective Time shall be the directors and 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 appointed to serve, at his discretion, on the Board of   
Directors of the Surviving Corporation at the closing of this transaction.      

1.4     Employees and Consultants: All employees of Neterprises shall remain    
employees of the Surviving Corporation following the Effective Time, at the sole
discretion of the directors and officers of the Surviving Corporation.          
Following the Effective Time, those consultants to Tantivy as listed on Exhibit 
"A" and by this reference incorporated herein shall become consultants to the   
Surviving Corporation in the same capacities in which they served on behalf of  
Tantivy.  The Surviving Corporation shall execute, adopt, and honor the         
Consulting Agreements in the form attached hereto as Exhibit "B" and by this    
reference incorporated herein.                                                  

SECTION 2.     STATUS AND CONVERSION OF SECURITIES                              

2.1     Stock of Disappearing Corporation:                                      

(a)     Neterprises Common Stock.  Each share of common stock, par value $0.000 
per share, of Neterprises ("Neterprises Common Stock") outstanding at the       
Effective Time shall, subject to compliance with Section 2.1(d), be converted   
into and exchanged for ten (10) shares of common stock, par value $ 0.001 per   
share, of Tantivy  ("Tantivy Common Stock"), except that shares of Neterprises  
Common Stock held in Neterprises's treasury at the Effective Time, if any, shall
be cancelled.                                                                   

(b)     Dissenter's Rights.  Notwithstanding Section 2.1(a), no share of Tantivy
Common Stock shall be issued in respect of any shares of Neterprises Common     
Stock, the holders of which shall object to the Merger in writing and demand    
payment of the value of their shares pursuant to the General Corporation Law of 
the State of Pennsylvania and as a result           payment therefore is made,  
such holders to have only the rights           provided by such law.            

(c)     Surrender and Exchange of Neterprises Common Stock. Subject to the      
provisions of Section 2.1(a) and 2.1(d), after the Effective Time, each holder  
of an outstanding certificate or certificates ("Old Certificates") theretofore  
representing shares of Neterprises Common Stock, upon surrender thereof to      
American Stock Transfer, Inc. ("Exchange Agent"), at 59 Maiden Lane, New York,  
NY 10038, shall be entitled to receive in exchange therefore a certificate or   
certificates ("New Certificates"), which Tantivy agrees to make available to the
Exchange Agent as soon as practicable after the Effective Time, representing the
number of whole shares of Tantivy Common Stock rounded up to the nearest whole  
share into and for which the shares of Neterprises Common Stock theretofore     
represented by such surrendered Old Certificates have been converted.  No       
certificates or scrip for fractional shares of Tantivy Common Stock will be     
issued, no Tantivy 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 Tantivy.                           

(d)     Endorsement of Shares of Neterprises Common Stock. The Old Certificates 
to be surrendered by the holders of Neterprises 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 Neterprises 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 2.1 (c).                            

2.2     Nonassumption  or  Nonrecognition  of  Neterprises Options:  On and     
after the      Effective Time, Tantivy shall neither assume nor recognize any   
stock options      outstanding with respect to Neterprises Common Stock.  It is 
the intention of       Neterprises to cause all outstanding stock options to be 
cancelled or exercised prior to the Effective Time.                             

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

SECTION 3.    STOCKHOLDER APPROVALS; BOARDS OF DIRECTORS' RECOMMENDATIONS;      
FILING;  EFFECTIVE TIME                                                         

3.1     Stockholder Approvals; Boards of Directors' Recommendations:  Meetings  
of the stockholders of Neterprises and Tantivy shall be held in accordance with 
the General Corporation Law of the States of Pennsylvania and the corporation   
laws of the State of Nevada, in accordance with any and all applicable federal  
laws or regulations or sec provisions, 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 Tantivy 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 Neterprises shall recommend to its stockholders that this          
Agreement, the Merger and the other transactions contemplated hereby, if any, be
adopted and approved.                                                           

3.2     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 Sections 7 and 8
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").  The parties intend the       
Effective Time to take place no later than 5:00 p.m., Pacific Standard Time, on 
May 6, 2002.                                                                    

SECTION 4.     CERTAIN EFFECTS OF THE MERGER                                    

4.1     Effects of Merger:  When the Merger becomes effective, the separate     
existence of Neterprises shall cease, Neterprises shall be merged into Tantivy, 
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.                                                            

SECTION 5.     COVENANTS                                                        

5.1     Covenants of Neterprises:  Neterprises agrees that, unless Tantivy      
otherwise agrees in writing:                                                    

(a)     Satisfaction of Liabilities:  Neterprises shall raise a minimum sum of  
Three Hundred Thousand Dollars ($300,000), which shall be utilized by the       
Surviving Corporation to satisfy those liabilities of Tantivy and its           
subsidiaries immediately following the Effective Time, as are listed and        
described in Schedule 1 attached hereto and by this reference incorporated      
herein.                                                                         

(b)     Certificate of Incorporation and Bylaws.  Until the earlier of the      
Effective Time or the rightful abandonment or termination of the Merger pursuant
to Sections 7 or 8 or otherwise  ("Release Time"), no amendment will be made in 
the certificate of incorporation or bylaws of Neterprises;                      

(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 Neterprises in respect of the outstanding shares  
of Neterprises Common Stock.                                                    

(d)     Borrowing of Money.  Until the Release Time, Neterprises 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, Neterprises will afford the officers,  
directors, employees, counsel, agents, investment bankers accountants and other 
representatives of Tantivy free and full access to the plants, premises,        
properties, books and records of Neterprises, will permit them to make extracts 
from and copies of such books and records, and will from time to time furnish   
Tantivy 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 Neterprises as Tantivy from time  
to time may request.                                                            

(f)     Conduct of Business.  Until the Release Time, Neterprises shall conduct 
its affairs so that at the Effective Time no representation or warranty of      
Neterprises will be inaccurate, no covenant or agreement of Neterprises will be 
breached, and no condition of this Agreement will remain unfulfilled by reason  
of the actions or omissions of Neterprises.  Except as otherwise requested by   
Tantivy in writing, until the Release Time, Neterprises will use its best       
efforts to preserve the business operations of Neterprises 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 Neterprises, and to preserve the good will of its         
suppliers, customers and others having business relations with any of them.     
Until the Release Time, Neterprises will conduct its business and operations in 
all respects only in the ordinary course.                                       

(g)     Advice of Changes. Until the Release Time, Neterprises will immediately 
advise Tantivy 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 Neterprises Disclosure Letter (as defined in Section 6.1 (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.  Neterprises shall ensure that all confidential        
information which Neterprises 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  
Tantivy, any Tantivy affiliate, or any customer or supplier of Tantivy 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 Neterprises,  
in each case without the  prior  written  consent  of  Tantivy;  provided,      
however,  that the restrictions  of this sentence shall not apply (i) after the 
Merger is rightfully  abandoned or terminated pursuant to Section 7 or 8 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 Neterprises, of any  affiliate  of any of    
them,  or (insofar  as such  confidential information  was obtained  directly by
Neterprises 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.  Neterprises shall, and shall cause all    
other such persons and entities to, deliver to Tantivy 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 Section 7 or 8 or otherwise.                                 

(i)     Public Statements.  Before Neterprises 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, Neterprises shall cooperate with Tantivy, shall furnish  
drafts of all documents or proposed oral statements to Tantivy for comments, and
shall not release any such information without the written consent of Tantivy.  
Nothing contained herein shall prevent Neterprises from releasing any           
information if required to do so by law.                                        

(j)     Indemnification.  Neterprises agrees to indemnify and hold harmless     
Tantivy and its officers, directors, managers, employees, agents and counsel,   
against any and all losses, liabilities (including personal liabilities of      
certain executives and directors), claims, damages, and expenses whatsoever     
(which shall include, for all purposes of this Section 5.1(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, Neterprises or any Neterprises 
security  holder or (ii) any breach of any representation,  warranty, covenant  
or agreement of Neterprises contained  in this  Agreement.  The foregoing       
agreement to indemnify shall be in addition to any liability Neterprises may    
otherwise have, including liabilities arising under this Agreement.             

5.2     Covenants of Tantivy:  Tantivy agrees that, unless Neterprises 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 Section 7 or 8 or otherwise  ("Release Time"), no amendment will be made in  
the articles of incorporation or bylaws of Tantivy.                             

(b)     Shares and Options. Until the Release Time, no shares of capital stock  
of Tantivy, 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 Tantivy, otherwise than as may be   
required upon the exercise of Tantivy 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 affected by Tantivy in respect of the outstanding shares of   
Tantivy Common Stock.                                                           

(d)     Borrowing of Money.  Until the Release Time, Tantivy 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, Tantivy will afford the officers,      
directors, employees, counsel, agents, investment bankers accountants and other 
representatives of Neterprises free and full access to the plants, premises,    
properties, books and records of Tantivy and the Tantivy Subsidiaries, will     
permit them to make extracts from and copies of such books and records, and will
from time to time furnish Neterprises 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    
Tantivy and the Tantivy Subsidiaries as Neterprises from time to time may       
request.                                                                        

(f)     Conduct of Business.  Until the Release Time, Tantivy shall conduct its 
affairs so that at the Effective Time no representation or warranty of Tantivy  
will be inaccurate, no covenant or agreement of Tantivy will be breached, and no
condition of this Agreement will remain unfulfilled by reason of the actions or 
omissions of Tantivy.  Except as otherwise requested by Neterprises in writing, 
until the Release Time, Tantivy will use its best efforts to preserve the       
business operations of Tantivy 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   
Tantivy, and to preserve the good will of its suppliers, customers and others   
having business relations with any of them. Until the Release Time, Tantivy will
conduct its business and operations in all respects only in the ordinary course.

(g)     Advice of Changes.  Until the Release Time, Tantivy will immediately    
advise Neterprises 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 Tantivy 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.  Tantivy shall ensure that all confidential information
which Tantivy 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 Neterprises, any         
Neterprises affiliate, or any customer or supplier of Neterprises 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 Tantivy , in    
each  case without the prior written consent of Neterprises; provided, however, 
that the restrictions of this sentence shall not apply (i) after the Merger is  
rightfully abandoned or terminated  pursuant to Section 7 or 8 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 Tantivy or of any  of its  affiliates,   
or  (insofar as such confidential information was obtained directly by Tantivy, 
any Tantivy 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. Tantivy shall, and shall cause  
all other such persons and entities to, deliver to Neterprises 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 Section 7 or 8 or otherwise.              

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

(j)     Indemnification.  Tantivy agrees to indemnify and hold harmless         
Neterprises 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 5.3(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, Tantivy, any Tantivy Subsidiary,  or any Tantivy security 
holder or (ii)  any  breach  of any  representation, warranty, covenant  or     
agreement of Tantivy contained in this Agreement. The foregoing agreement to    
indemnify shall be in addition to any liability Tantivy may otherwise have,     
including liabilities arising under this Agreement.                             

SECTION 6.     REPRESENTATIONS AND WARRANTIES                                   

6.1     Certain Representations and Warranties of Neterprises: Neterprises      
represents and warrants to Tantivy as follows:                                  

(a)     Disclosure Letter.  Section A of a letter ("Neterprises Disclosure      
Letter") sets forth as to Neterprises 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. Neterprises 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.  Neterprises 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 Neterprises consists of
50,000,000 shares of Neterprises Common Stock, zero par value, of which         
10,500,000 shares are outstanding.  Each of such outstanding shares of          
Neterprises 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 Neterprises in accordance with the following   
table:                                                                          

SEE Exhibit "C"                           

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          
Neterprises or any security or other instrument convertible into, exercisable   
for, or exchangeable for capital stock of Neterprises.  There is outstanding no 
security or other instrument convertible into or exchangeable for capital stock 
of Neterprises.                                                                 

(c)   Financial  Condition.  Neterprises has delivered to Tantivy 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 the
preparation of such statements:                                                 

(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 Neterprises.                                                

(ii)    Neterprises 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    
Neterprises.                                                                    

(d)  Tax and  Other  Liabilities.  Neterprises 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       
Neterprises to Tantivy. Neterprises 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 Neterprises 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 Neterprises, with respect to Neterprises or  
any of its businesses, properties or assets.                                    

(f)  Properties.  Neterprises 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 Neterprises Disclosure Letter).                       

(g)  Retirement Plans.  Neterprises 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 Neterprises Disclosure Letter.                                              

 (h)  Authority  to Merge.  Neterprises has all requisite power and authority to
execute, deliver and perform this Agreement.  All necessary corporate         
 proceedings of Neterprises have been taken to authorize the execution, delivery
and performance of this Agreement by Neterprises, other than approval of the  
holders of Neterprises Common Stock.  This Agreement has been duly authorized,
 executed and delivered by Neterprises, constitutes the legal, valid and binding
obligation of Neterprises, 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 Neterprises for the   
 execution, delivery or performance of this         Agreement by Neterprises. No
 consent of any party to any contract, agreement, instrument, lease, arrangement
or understanding to which Neterprises 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 Neterprises Disclosure Letter). At the Effective Time, the Surviving   
Corporation       will acquire all right, title and interest of Neterprises 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 Neterprises Disclosure Letter).                    

6.2     Certain Representations and Warranties of Tantivy:  Tantivy represents  
and warrants to Neterprises as follows:                                         

(a)     Disclosure  Letter.  Section A of a letter ("Tantivy Disclosure Letter")
sets forth as to Tantivy 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.  Tantivy 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.  Tantivy 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 Tantivy consists of    
200,000,000 shares of Tantivy Common Stock, and 20,000,000 shares of Preferred  
Stock,  $0.001 par value, of which approximately 90,818,618 shares pre-split    
effected on March 26th, 2002 of Common Stock and zero shares of Preferred Stock 
are outstanding.  Each of such outstanding shares of Tantivy 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. 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 Tantivy or any security or other instrument           
convertible into, exercisable for, or exchangeable for capital stock of Tantivy 
except as disclosed in Schedule 2 attached hereto and by this reference         
incorporated herein.  There is outstanding no security or other instrument      
convertible into or exchangeable for capital stock of Tantivy.                  

(c)     Financial Condition.  Tantivy has delivered to Neterprises 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 preparation of the aforementioned financial statements:  (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 Tantivy;  (ii) Tantivy 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 Tantivy.                                            

(d)     Tax and Other Liabilities.  Tantivy 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       
Tantivy to Neterprises.                                                         

(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 Tantivy, with respect to Tantivy or any of   
its businesses, properties or assets, other than those proceedings previously   
disclosed to Neterprises.                                                       

(f)     Properties.  Tantivy 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 Tantivy Disclosure Letter).                           

(g)     Authority to Merge.  Tantivy has all requisite power and authority to   
execute, deliver and perform this Agreement.  All necessary corporate           
proceedings of Tantivy have been taken to authorize the execution, delivery and 
performance of this Agreement by Tantivy, other than approval of the holders of 
Tantivy Common Stock.  This Agreement has been duly authorized, executed and    
delivered by Tantivy, constitutes the legal, valid and binding obligation of    
Tantivy, 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 Tantivy for the   execution, delivery or performance of this        
Agreement by Tantivy. No consent of any party to any contract, agreement,       
instrument, lease, arrangement or understanding to which Tantivy 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 Tantivy Disclosure Letter).                     

SECTION 7.     ABANDONMENT AND TERMINATION                                      

7.1     Right of Tantivy to Abandon:  Tantivy'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 Neterprises 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 Neterprises and regardless of knowledge or lack thereof on the 
part of Neterprises or changes beyond their control; as of the Effective Time,  
Neterprises 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 Tantivy shall have       
received a certificate executed by the chief executive officer and the chief    
financial officer of Neterprises dated the Effective Time to that effect.       

(b)     Other Closing Documents: Neterprises shall have delivered to Tantivy at 
or prior to the Effective Time such other documents as Tantivy may reasonably   
request in order to enable Tantivy 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)     Available Funds:  Neterprises shall have all funds referenced in Section
5.1(a) of this Agreement ready and available for the satisfaction of certain    
Tantivy liabilities set forth in Schedule 1 attached hereto and by this         
reference incorporated herein.                                                  

(d)     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.                                       

7.2     Right of Neterprises to Abandon:  The Board of Directors of Neterprises 
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 Tantivy 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 Tantivy and regardless of knowledge or lack thereof on the part of  
Tantivy or changes beyond their control; as of the Effective Time, Tantivy 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 Neterprises shall have received a         
certificate executed by the chief executive officer and the chief  financial    
officer of the Tantivy dated the Effective Time to that effect.                 

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

(d)     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.               

SECTION 8.     ADDITIONAL TERMS OF ABANDONMENT                                  

8.1     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.                                     

8.2     Optional Abandonment:  In addition to the provisions of Section 7, 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 May 6, 2002;                                                             

8.3     Effect of Abandonment:  If the Merger is rightfully abandoned or        
terminated as provided in Section 7 or this Section 8:                          

(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.

SECTION 9.     GENERAL PROVISIONS                                               

9.1     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.

9.2     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.                           

9.3     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.                                  

9.4     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.                                    

9.5     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.        

9.6     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.                       

9.7     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.                                                                 

9.8     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           
Pennsylvania.                                                                   

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.                              

THE TANTIVY GROUP, INC.         THE TANTIVY GROUP, INC.                         

John C. Flanders, Jr., Chairman and C.E.O.      Seth D. Heyman, Secretary       

NETERPRISES, INC.                               NETERPRISES, INC.               

Jerry Frear, President and C.E.O.                               Secretary       

EXHIBIT A:              Consultants to Tantivy                                  
EXHIBIT B:              Consulting Agreements                                   
EXHIBIT C:              Shareholder List                                        
SCHEDULE ONE:   Liabilities                                                     
SCHEDULE TWO:   Securities convertible into Tantivy Stock                       

EXHIBIT A                                                                       

Tantivy Consultants                                                             

CONSULTANT                         POSITION AND DUTIES                          

John C. Flanders, Jr.           Executive Vice President                        

Scott M. Manson         CFO (chief financial officer)                           

Seth D. Heyman          Corporate Counsel (contract preparation and review)     
VP, Corporate Communications (preparation of business plans, press releases,    
marketing materials, and other corporate documents).                            

EXHIBIT B                                                                       

CONSULTING AGREEMENTS                                                           

Each Tantivy consultant operates under a consulting agreement in the following  
form:                                                                           

CONSULTING SERVICES AGREEMENT                                                   

        This CONSULTING SERVICES AGREEMENT ("Agreement"), is made effective this
        ______day of ________, 2002, between Digital Bridge, Inc. ("Company"), a
        Nevada corporation with its principal office located at 21436 North 20th
      Avenue, Phoenix, AZ, 85027, and _____________________ ("Consultant), a
resident of the state of __________ whose address is            
_________________________.                                      

RECITALS                                                                        

I.      Company desires to retain Consultant to provide the services described  
in this Agreement;                                                              

II.     Consultant desires to provide such services to Company pursuant to this 
Agreement;                                                                      

NOW, THEREFORE, in consideration of the mutual covenants and conditions as set  
forth herein, and other valuable consideration, the receipt of which is hereby  
acknowledged,  the parties agree as follows:                                    

AGREEMENTS                                                                      

1.      Services:  Consultant shall perform for Company the services described  
in Exhibit "A" attached hereto and by this reference incorporated herein (the   
"Services").                                                                    

2.      Payment for Services:  Company agrees to pay Consultant for the Services
in accordance with the schedule contained in Exhibit "B" attached hereto and by 
this reference incorporated herein, which shall be executed by both parties.    

3.      Cooperation:  During the term of this Agreement, the parties shall      
communicate, cooperate, and provide each other with ready access to their       
respective staff and resources as is necessary to provide the Services and to   
otherwise effectuate the purposes of this Agreement.                            

4.      Independent Contractor: Consultant is providing the Services to Company 
as an independent contractor, and this Agreement does not create an             
employer/employee relationship, nor does this Agreement create a relationship of
joint venturers, partners, associates or any other relationship between the     
parties other than that of independent contractor.  Consultant shall be working 
from its own office, using its own equipment, and shall have no right to utilize
the offices or equipment of Company unless specifically requested.  Consultant  
shall have the right to retain, and will be solely responsible for, its own     
salespersons, employees, agents, and representatives.  All such persons will be 
retained by the Consultant at its own risk, expense, and supervision, and       
Consultant shall have no right of compensation or reimbursement from or against 
Company in connection with such retention in the absence of a prior written     
agreement between the parties.  Consultant shall be solely responsible for      
payment of all taxes as may be imposed on any income derived by Consultant      
hereunder and for any and all other liabilities arising out of Consultant's     
independent status.  To the extent that Company pays any taxes or other sums on 
Consultant's behalf for any reason, Consultant shall promptly indemnify or      
reimburse Company for any and all such sums.                                    

5.      Confidential Information: Consultant acknowledges that during the course
of performance of the Services referenced herein, he may come into possession of
Company's Confidential Information.  For the purposes of this agreement,        
"Confidential Information" shall mean any information, not generally known in   
the trade or industry, which was obtained from Company, or which was learned,   
discovered, developed, conceived, originated, or prepared during or as a result 
of Consultant's performance hereunder on behalf of Company and which falls      
within the following general categories:  (i) information relating to trade     
secrets; (ii) information relating to existing or contemplated products,        
services, technology, designs, computer systems, computer software and research,
or developments;  (iii) information relating to business plans, sales or        
marketing methods, methods of doing business, customer lists, customer usages   
and/or requirements, and supplier information; (iv) information relating to     
proprietary computer software not generally known to the public; and (v) any    
other confidential information the parties may wish to protect by patent,       
copyright, or by keeping such information secret and confidential.              

Consultant understands and agrees that Confidential Information is vitally      
important, is critical to the ongoing business of, and is of immeasurable value 
to Company.  Consultant hereby agrees to hold in the strictest confidence and to
not divulge to anyone, at any time during or after the termination of this      
Agreement, any of Company's Confidential Information, and to not use such       
information for Consultant's personal benefit, for the direct or indirect       
benefit of any other person, firm, corporation, or entity without the prior     
written consent of the other party.  Upon termination of this Agreement,        
Consultant agrees to deliver to Company all computer disks, notebooks, and any  
other data in relation thereto, containing, embodying, or evidencing any of the 
Confidential Information or Trade Secrets described herein.                     

Consultant acknowledges and agrees that Company will have no adequate remedy at 
law if there is a breach or threatened breach of this Section and, accordingly, 
that Company shall be entitled to an injunction against such breach.  Nothing   
herein shall be construed as a waiver of any other legal or equitable remedies  
which may be available to either party if the other party breaches this Section.

6.      Assignment of Work Product:  Consultant is performing the Services for  
Company at Company's request.  Company shall have exclusive ownership of and    
title to all products, developments, processes, and techniques that may result  
from Consultant's performance hereunder, following full and final payment by the
Company for the work that has been performed.  Until such time as final payment 
for work is received, Consultant hereby grants Company an exclusive right and   
license to utilize Consultant's work product for Company's business operations, 
until such time as final payment has been received and title for the work passes
to the Company.  The license granted herein is revocable by Consultant in the   
event the Company fails to make payment as agreed.                              

7.      Warranty: Consultant represents and warrants to Company that he has the 
skill, experience, and expertise to perform the duties set forth herein, and    
that such duties shall be performed in full compliance with all laws, statutes, 
ordinances and rules that may apply to Consultant's performance thereof.        
Consultant agrees, at his own expense, to indemnify, defend and hold harmless   
Company, and its officers, directors, shareholders, employees, agents, and      
representatives against all liability, demands, claims, costs, penalties, suits,
or settlements brought against Company in any forum whatsoever, if such matters 
arise from or are related to (i) any untruth, inaccuracy, misrepresentation, or 
breach of any of Consultant's warranties or representations set forth in this   
Agreement; (ii) any active or passive negligence on the part of Consultant in   
the performance of its duties as set forth herein, and (iii) any failure by     
Consultant to comply with all laws, statutes, ordinances, and rules that apply  
to the performance of Consultant's duties.                                      

8.      Assignment:  This Agreement shall be binding upon, and inure to the     
benefit of Company, its successors, and assigns.  However, Consultant's duties  
are personal and may not be delegated by Consultant without Company's express   
prior written consent.                                                          

9.      Term and Termination:  This Consulting Services Agreement is for the    
term of one (1) year.  During the Term, the Company or Consultant may cancel    
this Agreement upon thirty (30) days written notice.  Upon such termination,    
Company shall pay any and all amounts due and owing to Consultant as of the date
of termination.                                                                 

10.     General Provisions:                                                     

(a)     Notices:  Any notice or communication required under this Agreement to  
be made to either party shall be typewritten in English and shall be considered 
delivered when personally delivered, sent by registered mail with confirmed     
receipt, or delivered by overnight courier to the address of the party as set   
forth above.                                                                    

(b)     Titles and Captions:  All article and section titles or captions in this
Agreement are for convenience only.  They shall not be deemed a part of this    
Agreement, and in no way define, limit, extend, or describe the scope or intent 
of any of its provisions.                                                       

(c)     Amendments:  No supplement, modification, or amendment of any term,     
provision, or condition of this Agreement shall be binding or enforceable unless
executed in writing by the party against whom enforcement is sought as to such  
supplementary or modified or amended term or condition.                         

(d)     Entire Agreement and Waiver:  This Agreement constitutes the entire     
agreement between the parties hereto, and supersedes all prior and              
contemporaneous agreements, arrangements, negotiations, and understandings      
between the parties hereto relating to the subject matter hereof.  There are no 
other understandings, statements, promises or inducements, oral or otherwise,   
contrary to the terms of this Agreement.  No representations, warranties,       
covenants, or conditions, express or implied, whether by statute or otherwise,  
other than as set forth herein have been made by any party hereto.  No waiver of
any term, provision, or condition of this Agreement, whether by conduct or      
otherwise, in any one or more instances, shall be deemed to be, or shall        
constitute, a waiver of any other provision hereof, whether or not similar, nor 
shall any such waiver constitute a continuing waiver, and no waiver shall be    
binding unless executed by the party making such waiver.                        

(e)     Third Parties:  Nothing in this Agreement (whether express or implied)  
is intended to confer upon any person other than the parties hereto and their   
respective successors and permitted assigns, any rights or remedies under or by 
reason of this Agreement, nor is anything in this Agreement intended to relieve 
or discharge the liability of any other party hereto, nor shall any provision   
hereof give any entity any right to subrogation against or action over against  
any party.                                                                      

(f)     Counterparts:  This Agreement may be executed in one or more            
counterparts, each of which  together shall constitute one and the same         
instrument.                                                                     

(g)     Invalidity of Provisions:  If any provisions of this Agreement is or    
becomes wholly or partly invalid, illegal, or unenforceable: (i) the validity,  
legality, and enforceability of the remaining provisions shall continue in force
unaffected, and (ii) the parties shall meet as soon as possible and negotiate in
good faith upon a replacement provision that is legally valid and that as nearly
as possible achieves the objectives of the Agreement and produces an equivalent 
economic effect, which replacement provision shall apply as of the date that the
replaced provision had become invalid, illegal, or unenforceable.               

(h)     Force Majeure:  Any prevention, delay, or stoppage due to causes beyond 
the parties' control, including, but not limited to, acts of God, public        
enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes,
or any acts or orders of any governmental authority, inability to obtain        
supplies or materials (including, without limitation, computer hardware), shall 
excuse the performance of that party of its obligations hereunder for a period  
equal to any such prevention, delay, or stoppage.                               

(i)     Governing Law/Arbitration:  This Agreement shall be construed and       
governed in accordance with the laws of the State of Pennsylvania, U.S.A.       
without regard to any conflicts of law rules. Any controversy or claim arising  
out of or relating to this Agreement shall be determined by arbitration in      
accordance with the International Arbitration Rules of the American Arbitration 
Association.  The number of arbitrators shall be one (1) and the place of       
arbitration shall be Phoenix, Arizona.  The arbitrator's award shall be         
specifically enforceable in any court of appropriate jurisdiction and shall be  
deemed final for all purposes.  In any arbitration or legal action brought to   
enforce the provisions hereof, the prevailing party in such action shall be     
entitled to have its reasonable attorney's fees, arbitration costs, and         
litigation expenses paid by the non-prevailing party.                           

(j)     Survivability: The provisions of Paragraphs 5, 6, and 7 shall survive   
termination of this Agreement.                                                  

     IN WITNESS WHEREOF, the parties have executed the Agreement as of the
day and year written above.                                     

THE TANTIVY GROUP, INC.                 CONSULTANT (___________________)        

By:___________________________          By:                                     

Name:_________________________          Name:                                   

Title:__________________________                Title:                          

EXHIBIT "A"                                                                     

Services                                                                        

Consultant shall provide Company with the following services:                   

If, after commencement hereunder, the parties agree upon additional duties to be
performed by Consultant that are unrelated to his business development services,
such duties, and the compensation therefor, shall be set forth in an executed   
Addendum hereto, which Addendum shall also be subject to the terms of this      
Agreement.                                                                      

THE TANTIVY GROUP, INC.                 CONSULTANT (______________)             

By:___________________________          By:_____________________________        

Name:_________________________          Name:____________________________       

Title:__________________________                                                
Title:___________________________                                               

EXHIBIT "B"                                                                     

Rate of Payment for Services                                                    

In consideration for Services to be rendered by the Consultant pursuant to this 
Agreement, Company shall provide Consultant with the following:                 

1.      Cash Payment:  As compensation for the services to be rendered by       
Consultant, the Company shall pay Consultant monthly compensation in an amount  
equal to _____________.  Consultant's fees shall accrue monthly (prorated for   
periods less than a month) and shall be paid in two monthly installments, on the
15th and the 30th of the month.                                                 

(a)     Additional Compensation:  In further compensation, Consultant shall     
receive and bonuses, fees and commissions agreed to in writing prior to         
transaction.                                                                    

THE TANTIVY GROUP, INC.                 CONSULTANT (________________)           

By:___________________________          By:_____________________________        

Name:_________________________          Name:____________________________       

Title:__________________________                                                
Title:___________________________                                               

SCHEDULE 1                                                                      

LIABILITIES TO BE SATISFIED                                                     

SCHEDULE 2                                                                      

Securities convertible to Capital Stock                                         

Exhibit 99.10                                                                   

DIGITAL BRIDGE CHANGES ITS NAME TO "THE TANTIVY GROUP"                          

Company also announces change of ticker symbol and reverse stock split          

PHOENIX- March 27, 2002:   Digital Bridge, Inc. (OTCBB: DGBI) today announced   
that, effective immediately, the company's name has officially changed to "The  
Tantivy Group, Inc." and that the company's stock will be trading under the new 
ticker symbol of TTVY.   As of March 27, 2002, the Company will no longer refer 
to itself as "Digital Bridge."                                                  

"The name "Digital Bridge" reflected our company's former focus on the          
development of Internet technologies," stated John C. Flanders, Jr. the         
company's CEO.   "We have since completely revamped our business model; our old 
name did not reflect our current focus on the acquisition, development, and     
distribution of undervalued assets, and the rapid development of effective      
business models.  The word 'Tantivy' means 'at a fast pace' or a 'rapid gallop,'
and we believe that the name 'The Tantivy Group' more accurately reflects our   
company's focus."                                                               

The company also acquired a new sticker symbol to reflect its new name.         
Effective at 9:00 a.m. Eastern Time, the company's stock will begin trading     
under the symbol TTVY.                                                          

The company's Board of Directors also announced that, effective on the morning  
of March 27, 2002, the company's stock would undergo a 20-for-1 reverse split.  
Shareholders may contact American Stock Transfer, the company's transfer agent, 
to request the issuance of new certificates.                                    

The Tantivy Group expects to announce the launch of the company's new Web site  
during the course of the next few weeks.                                        

About The Tantivy Group, Inc.                                                   
The Tantivy Group is an ``International Business Architect,'' that acquires,    
manages, and maximizes undervalued assets throughout the world and generates    
opportunities and profits by leveraging those assets in creative ways. The      
company provides management, sales, distribution, marketing and Internet        
enterprise solutions to a wide range of clients and partners in many different  
industries. Additional information can be found at http://www.digitalbridge.com 
and at http://www.tantivyent.com.                                               
Statements regarding financial matters in this press release other than         
historical facts are ``forward-looking statements'' within the meaning of       
Section 27A of the Securities Act of 1933, Section 21E of the Securities        
Exchange Act of 1934, and as that term is defined in the Private Securities     
Litigation Reform Act of 1995. The company intends that such statements about   
the company's future expectations, including future revenues and earnings, the  
anticipated stock dividends and all other forward-looking statements be subject 
to the safe harbors created thereby. Since these statements (future operational 
results and sales) involve risks and uncertainties and are subject to change at 
any time, the company's actual results may differ materially from expected      
results.                                                                        

Contact:                                                                        

The Tantivy Group, Inc.                                               
Seth D. Heyman, 623/773-3644                                          
sheyman@digitalbridge.com                                             

Exhibit 99.11                                                                   

The Tantivy Group Executes Definitive Merger Agreement To Acquire Neterprises,  
Inc.                                                                            

Merger Combines Technologies, Products, and Market Focus to Create Technology   
Development Company                                                             

Phoenix, AZ, April 2, 2002 The Tantivy Group, Inc. (OTCBB: TTVY), today         
announced that it has executed a definitive merger agreement to acquire         
privately-held Neterprises, Inc., an e-business and technology development      
company.  Under the terms of the agreement, the merger is expected to close     
within the next 30 days.                                                        

Based in Williamsport, Pennsylvania, Neterprises is an e-business and technology
development company whose principle business specializes in the design,         
construction, and on-going improvement of technology services and solutions. The
company's business model is designed to rapidly capitalize on newly emerging    
market trends by leveraging the company's core e-business technologies to       
improve efficiency, performance and profitability of its subsidiaries.          

 Neterprises operates its business through three subsidiaries: (1)
      Neterprises, an Application Service Provider/Vertical Service Provider
    offering technology solutions with broad functionality across a wide
    range of business applications; (2) Integrated Wireless, Inc., which
develops multi-platform wireless gaming products; and (3) Health
      Science, Inc., which develops online-nutraceutical companies including
e-business technology, fulfillment, and shipping.               

     "Neterprises is an ideal fit for the Tantivy Group," stated Tantivy's
       C.E.O., John C. Flanders, Jr.   "It has already developed an impressive
       book of business in areas in which we already operate, including online
     technology and nutraceutical development and distribution.  Moreover,
       Neterprises' proven record of rapid technology product development, its
     grasp of market dynamics, its effective financing techniques, and its
       ability to understand and leverage technology has helped it to generate
     an impressive pipeline of business opportunities that we believe will
 add to the company's bottom line and increase shareholder value."

        Jerry Frear, Neterprises' President and C.E.O., stated:  "There are some
    very impressive synergies between our two companies.  Neterprises is
   focused on leveraging its technology assets, aggressively acquiring
       existing businesses, and then empowering them with effective e-commerce
     solutions that increase market penetration, expand product offerings,
    and maximize cross-selling opportunities.  A merger with the Tantivy
       Group will allow the combined company to provide additional value-added
services, and also increases the capabilities of each of our    
 subsidiaries.  We are excited about this project and have already
    implemented a strategy of acquiring companies with similar products,
management and are accretive to our earnings."                  

       The parties executed a definitive Agreement and Plan of Merger on March
    28, 2002, pursuant to which Neterprises will merge with and into the
  Tantivy Group.  There are several conditions to the closing of the
 Merger, including, but not limited to, both parties obtaining the
requisite shareholder approval.  Following the closing of the   
transactions contemplated by the Merger Agreement, the company  
       anticipates changing its name to "Neterprises, Inc.", and will announce
the appointment of new board members, officers, and advisors.   

About The Tantivy Group, Inc.                                                   

The Tantivy Group is an "International Business Architect," that acquires,      
manages, and maximizes undervalued assets throughout the world, and generates   
opportunities and profits by leveraging those assets in creative ways.  The     
company provides management, sales, distribution, marketing, and Internet       
enterprise solutions to a wide range of clients and partners in many different  
industries.  Additional information can be found at http://www.digitalbridge.com
and at  http://www.otvnet.com.                                                  

About Neterprises, Inc.                                                         

Neterprises is an e-business and technology development company whose principle 
business specializes in the design, construction, and on-going improvement of   
technology services and solutions. Neterprises operates its business through    
three subsidiaries: (1) Neterprises, an Application Service Provider/Vertical   
Service Provider offering technology solutions with broad functionality across a
wide range of business applications; (2) Integrated Wireless, Inc., which       
develops multi-platform wireless gaming products; and (3) Health Science, Inc., 
which develops online-nutraceutical companies including e-business technology,  
fulfillment, and shipping. Additional information can be found at               
http://www.neterprises.com.                                                     

Statements regarding financial matters in this press release other than         
historical facts are ``forward-looking statements'' within the meaning of       
Section 27A of the Securities Act of 1933, Section 21E of the Securities        
Exchange Act of 1934, and as that term is defined in the Private Securities     
Litigation Reform Act of 1995. The Company intends that such statements about   
the Company's future expectations, including future revenues and earnings, the  
anticipated stock dividends and all other forward-looking statements be subject 
to the safe harbors created thereby. Since these statements (future operational 
results and sales) involve risks and uncertainties and are subject to change at 
any time, the Company's actual results may differ materially from expected      
results.                                                                        
Contact Information:                                                            

The Tantivy Group, Inc.                                                         
John C. Flanders, Jr., C.E.O.                                                   
(623) 773-3644                                                                  
jflanders@digitalbridge.com                                                     

Neterprises, Inc.                                                               
Investor Relations                                                              
(570) 326-3967                                                                  
investorrelations@neterprises.com                                               
(i)                                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

This 8-K Filing		Date		Other Filings
		3/27/02
		3/28/02
		4/2/02
Filed On / Filed As Of / For The Period Ended		4/4/02
		5/6/02
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