Oretech Inc – ‘8-K’ for 5/3/02

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        19±    73K 

Document Table of Contents

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): May 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 was to acquire 100 % of the outstanding common
stock of Neterprises, Inc., a Pennsylvania corporation ("Neterprises"), in a    
merger transaction pursuant to which Tantivy was to be the surviving entity. On 
April 30, 2002 we were notified that a majority of the Shareholders of          
Neterprises voted not to complete the merger transaction.                       

Item 5. Other Events.                                                           

On April 29, 2002 Tantivy and Neterprises executed an amendment to the Asset    
Purchase Agreement dated February 24, 2002 in which Neterprises agreed to       
purchase from Tantivy substantially all of Tantivy's technology assets. A Copy  
of the Asset Purchase agreement is attached as Exhibit 99.12 and a copy of the  
Amendment is attached as Exhibit 99.13.                                         

Item 7. Financial Statements and Exhibits.                                      

(a)     Financial Statements of Business Acquired: Not applicable.              

(b)     Pro Forma Financial Information: Not applicable.                        

(c)     Exhibits                                                                

Exhibits                                                                        

Exhibit No.             Description                                             

99.12   Asset Purchase Agreement between The Tantivy Group, Inc. f.k.a Digital  
Bridge Inc. and Neterprises, Inc.                                               
99.13   Amendment to the Asset Purchase Agreement between The Tantivy Group,    
Inc. f.k.a Digital Bridge Inc. and Neterprises, Inc.                            

Exhibit Index                                                                   

Exhibit No.             Description                                             

99.12   Asset Purchase Agreement between The Tantivy Group, Inc. f.k.a Digital  
Bridge Inc. and Neterprises, Inc.                                               
99.13   Amendment to the Asset Purchase Agreement between The Tantivy Group,    
Inc. f.k.a Digital Bridge Inc. and 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:  May 2, 2002                                                             

                       THE TANTIVY GROUP, INC.

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

Exhibit 99.12                                                                   

ASSET PURCHASE AGREEMENT                                                        

      THIS ASSET PURCHASE AGREEMENT dated as of February 24 2002, is made by
       and among Digital Bridge, Inc. ("Seller"), a Nevada corporation located
at 21436 North 20th Avenue, Suite 4, Phoenix, Arizona 85027, and
        Neterprises, Inc. ("Buyer").  Buyer and Seller are sometimes referred to
herein collectively as the "Parties."                           

RECITALS                                                                        

     WHEREAS, Seller is engaged in various Internet technology development
       enterprises, and has, during the course of such activity, developed and
   accumulated certain technological properties of both a tangible and
       intangible nature (the "Assets"), as specifically identified and listed
 in Exhibit "A" attached hereto and by this reference incorporated
herein;                                                         

     WHEREAS, Seller desires to sell, convey, transfer, assign and deliver
      all of Seller's right, title and interest in and to Seller's Assets to
Buyer; and                                                      

     WHEREAS, Buyer desires to acquire such Assets from the Seller, all in
accordance with the terms and conditions of this Agreement.     

   NOW, THEREFORE, in consideration of the foregoing premises, and the
    respective representations, warranties, covenants and agreements set
   forth herein, and intending to be legally bound hereby, the Parties
agree as follows:                                               

SECTION ONE:     DEFINED TERMS                                                  

1.1     Defined Terms:  As used in this Agreement, and unless the context       
otherwise requires, capitalized terms shall have the meanings set forth below.  

(a)     "Action" shall mean any action, suit, or legal, administrative or       
arbitral proceeding by or before any Governmental Authority.                    

(b)     "Agreement" shall mean this Agreement and all Schedules and Exhibits    
hereto, as the same may from time to time be amended.                           

(c)     "Closing" shall have the meaning set forth in Section 3.1.              

(d)     "Closing Date" shall mean the date on which the Closing actually takes  
place.                                                                          

(e)     "Common Stock" shall mean Buyer's common stock, par value $_____ per    
share.                                                                          

(f)      "Consent" shall mean any consent, approval or authorization of, notice 
to, or designation, registration, declaration or filing with, any Person.       

(g)     "Contracts" shall mean those certain Internet Hosting Agreements        
relating to the Assets to be assigned to the Buyer pursuant to this Agreement,  
as set forth and listed on Exhibit "B" attached hereto and by this reference    
incorporated herein.                                                            

(h)     "Governmental Authority" shall mean any federal, state, local or foreign
government or any subdivision, agency, instrumentality, authority, department,  
commission, board or bureau thereof or any federal, state, local or foreign     
court or tribunal.                                                              

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

(j)     "Lien" shall mean any mortgage, pledge, hypothecation, lien, security   
interest, financing statement, charge or other similar encumbrance.             

(k)     "Order" shall mean any judgment, award, order, writ, injunction or      
decree issued by any Governmental Authority or by any arbitrator.               

(l)     "Permits" shall mean all permits, licenses, approvals, franchises,      
notices, certifications or other authorizations or consents issued by any       
Governmental Authority.                                                         

(m)     "Person" shall mean any individual, partnership, joint venture,         
association, limited liability company, corporation, trust, unincorporated      
organization, Governmental Authority, or other entity.                          

SECTION 2.     PURCHASE AND SALE OF ASSETS                                      

2.1     Assets to be Purchased by Buyer.  Upon the terms and conditions of this 
Agreement, at the Closing, Seller shall sell, convey, transfer, assign and      
deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right,  
title and interest in and to those Assets set forth and listed on Exhibit "A"   
attached hereto and by this reference incorporated herein. (the "Assets").      

2.2     Assignment of Contracts:  Upon the terms and conditions of this         
Agreement, at the Closing, Seller shall assign all of Seller's rights, duties,  
and obligations associated with the Contracts set forth and listed on Exhibit   
"B" attached hereto and by this reference incorporated herein, and Buyer shall  
assume all of the rights, duties, and obligations associated therewith.         

2.3     Excluded Assets and Contracts.  All additional assets or contracts of   
the Seller not listed on Exhibits "A" and "B" are and shall remain the property 
of Seller and shall not be included in the Assets sold, transferred, assigned,  
conveyed and delivered to Buyer:                                                

2.4     No Assumption of Liabilities.  It is understood and agreed that the     
Seller shall retain any and all liabilities, of any nature and description, that
may be associated with the Assets, and that Buyer shall not assume any          
liabilities or obligations of Seller under any circumstances.  Notwithstanding  
the foregoing, Buyer shall assume any and all obligations of the Seller with    
respect to the Contracts.                                                       

2.5     Purchase Price.  In consideration of the sale, conveyance, transfer and 
assignment of the Assets, and in reliance upon the representations, warranties  
and undertakings herein made by and of Seller, Buyer shall (a) deliver to Seller
at Closing (i) TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00), payable in
the form of not less than 100,000 freely-trading shares of the Buyer's common   
stock, as determined by the average closing price of such stock for the ten (10)
trading days prior to the Closing Date, issued to Seller in electronic format   
with no legends or restrictions, and deposited in an account to be designated by
the Seller; and (ii) two hundred thousand (200,000) additional restricted shares
of Seller's common stock, issued in certificate form with restrictive legend.   

SECTION 3.     THE CLOSING                                                      

3.1     Time and Place of Closing.  Subject to the satisfaction or waiver of the
conditions precedent set forth in Section 7, the closing of the purchase and    
sale referred to in Section 2 (the "Closing") shall take place no less than ten 
(10) days following the first day in which Buyer's stock trades in the public   
equity markets, at the offices of the Seller located at 21436 North 20th Avenue,
Suite 4, Phoenix, Arizona 85027, or at such other time, date or place as may be 
agreed upon by the Parties in writing.  The Effective Date and time of the      
Closing shall be 12:01 a.m., Eastern Standard Time, on the Closing Date (the    
"Effective Date").                                                              

3.2     Deliveries at Closing.  At the Closing, to the extent the parties have  
not previously delivered the following items, Seller and Buyer shall deliver the
following items to each other in a form satisfactory to each other:             

(a)     Seller shall execute and deliver to Buyer such bills of sale,           
certificates of title, endorsements, assignments and other instruments of       
conveyance, in each case in such form as may be reasonably satisfactory to      
Buyer, as shall be sufficient to vest in Buyer good and marketable title to and 
deliver to Buyer each of the Assets, free and clear of all Liens and other      
encumbrances whatsoever; and                                                    

(b)     Buyer shall deliver to Seller the Purchase Price, in certificate form as
set forth above.  When so delivered, the Buyer's common stock shall be fully    
paid, non-assessable, and free of all liens and encumbrances.                   

SECTION 4.     REPRESENTATIONS AND WARRANTIES OF SELLER                         

4.1     Organization and Good Standing.  Seller is a corporation duly formed,   
validly existing and in good standing under the laws of the State of Nevada.    
Seller has full power and authority to own, operate and lease its properties and
assets and to carry on its business as now being conducted.                     

4.2     Authorization. Seller has full power, authority and legal right to      
execute and deliver, and perform its obligations under, this Agreement and to   
consummate the transactions contemplated by this Agreement, and has taken all   
necessary action to authorize the execution, delivery and performance of this   
Agreement.  This Agreement has been duly executed by Seller and constitutes a   
legal, valid and binding obligation of Seller, as the case may be, enforceable  
against Seller in accordance with its terms.                                    

4.3     Compliance with Laws and Validity of Contemplated Transactions.  Seller 
is in compliance with all laws applicable to it or the operation, ownership and 
use of the Assets.  Neither the execution, delivery and performance of this     
Agreement nor the consummation of the transactions contemplated hereby will (a) 
conflict with or result in any violation of or constitute a default under any   
term of the Articles of Incorporation or Bylaws of Seller, (b) conflict with or 
result in any violation of or constitute a default under any Law or Contract    
which is applicable to Seller or by which Seller is bound or to which any of its
properties or assets are subject, or (c) result in the creation or imposition of
any Lien on any of the acquired Assets.                                         

4.4     Title to and Condition of Acquired Assets and Property.  All items of   
personal property to be transferred hereunder are in satisfactory operating     
condition, normal wear and tear excepted.  Seller has good, valid and marketable
title to, or valid and enforceable leasehold interests in, as the case may be,  
all of the acquired Assets, free and clear of all Liens or other encumbrances or
defects in title other than Permitted Encumbrances, and Seller has the complete 
and unrestricted power and unqualified right to sell, convey, assign, transfer  
and deliver the acquired Assets to Buyer and to vest in Buyer good title to the 
acquired Assets.                                                                

4.5     Consents. No Consent of or with any Governmental Authority or any third 
party is required to be obtained, satisfied or made pursuant to any Laws or     
Contracts by or with respect to Seller in connection with the execution and     
delivery of this Agreement by Seller or the performance by Seller of the        
transactions contemplated by this Agreement.                                    

4.6     Litigation.  There exists (a) no Action or investigation pending or, to 
the best of Seller's knowledge, threatened against any of the acquired Assets,  
or against Seller in any way related to the Assets, or against the transactions 
contemplated by this Agreement, or (b) to Seller's knowledge, no event, fact or 
circumstance which could reasonably be expected to give rise to any such Action 
or investigation, or (c) no outstanding Order of any Governmental Authority or  
arbitrator against Seller in any way related to the Business or affecting any of
the acquired Assets.                                                            

4.7     Intellectual Property.   As to those Intellectual Property Assets being 
transferred to Buyer pursuant to this Agreement, Seller owns (or possesses      
adequate and enforceable rights to use without payment of royalties) all        
Intellectual Property to be transferred to Seller as Assets, and such           
Intellectual Property will be owned or available for use by Buyer on identical  
terms and conditions immediately subsequent to the Closing.  Each of Seller's   
employees has executed a confidentiality agreement with respect to Seller's     
Confidential Information.                                                       
(a)     There are no claims of patent, trade name, trademark, or copyright      
infringement, or of misappropriation or misuse of the trade secrets, know-how or
confidential information of any Person, pending or threatened against Seller and
relating to the Assets and there are no facts or circumstances which could      
reasonably be anticipated to result in any such claim.  To Seller's knowledge,  
no Person is infringing any of Seller's rights to the Intellectual Property.    

4.8     Disclosures.  Neither this Agreement nor any certificate, document,     
written statement or other instrument furnished to Buyer by or on behalf of     
Seller pursuant to this Agreement, contains any untrue statement of material    
fact or omits any material fact necessary in order to make the statements       
contained herein or therein not misleading.  Any documents furnished to Buyer by
or on behalf of Seller are, in all material respects, true, correct and complete
copies thereof and there have been no amendments or modifications thereto except
as otherwise set forth on such documents.  To Seller's knowledge, Seller has    
disclosed to Buyer in writing any fact, occurrence, or circumstance that could  
reasonably be anticipated to have a material adverse effect on the acquired     
Assets.                                                                         

4.9     Brokers.  No broker or finder has acted for Seller in connection with   
the transactions contemplated by this Agreement, and no broker or finder is     
entitled to any broker's or finder's fee or other commission in respect thereof 
based in any way on agreements, understandings or arrangements with Seller.     

SECTION 5.     REPRESENTATIONS AND WARRANTIES OF BUYER                          

5.1     Organization and Good Standing.  Buyer is a corporation duly formed,    
validly existing and in good standing under the laws of the State of            
Pennsylvania and has full power and authority and legal right to own, operate   
and lease its properties and assets and to carry on its business as now being   
conducted.                                                                      

5.2     Authority.  Buyer has full power, authority and legal right to execute  
and deliver, and to perform its obligations under, this Agreement and to        
consummate the transactions contemplated by this Agreement, and has taken all   
necessary action to authorize the transactions contemplated hereby on the terms 
and conditions of this Agreement and to authorize the execution, delivery and   
performance of this Agreement.  This Agreement has been duly executed by Buyer  
and constitutes a legal, valid and binding obligation of Buyer enforceable      
against Buyer in accordance with its terms.                                     

5.3     Compliance with Laws and Validity of Contemplated Transactions.  Neither
the execution, delivery and performance of this Agreement nor the consummation  
of the transactions contemplated hereby will (a) conflict with or result in a   
breach of the Articles of Incorporation or Bylaws of Buyer, (b) conflict with or
result in any violation of or constitute a default under any Law which is       
applicable to Buyer or by which Buyer is bound or to which any of its properties
or assets are subject, or (c) result in the creation or imposition of any Lien  
upon or with respect to any material property now owned by Buyer.               

5.4     Brokers.  No broker or finder has acted for Buyer in connection with the
transactions contemplated by this Agreement, and no broker or finder is entitled
to any broker's or finder's fee or other commission in respect thereof based in 
any way on agreements, understandings or arrangements with Buyer.               

5.5     Litigation.  There exists (a) no Action or investigation pending or, to 
the best of Buyer's knowledge, threatened against Buyer that may affect the     
transactions contemplated by this Agreement, or (b) to Seller's knowledge, no   
event, fact or circumstance which could reasonably be expected to give rise to  
any such Action or investigation, or (c) no outstanding Order of any            
Governmental Authority or arbitrator against Seller in any way related to or    
affecting the transactions contemplated by this Agreement.                      

5.6     Registration Rights:  The freely tradable stock to be issued to the     
Seller by the Buyer as and for the Purchase Price has been fully registered by  
the Buyer for public sale, and is free of all legends, restrictions, liens, and 
encumbrances.  The restricted stock to be issued to the Seller by the Buyer for 
the Purchase Price will be included in any subsequent registration statement    
filed by the Buyer pursuant to Section 6.5 of this Agreement.                   

SECTION 6.     ADDITIONAL DUTIES OF BUYER AND SELLER                            

6.1     Covenants of Seller.                                                    

(a)     Execution of Further Documents.  From and after the Closing, upon the   
reasonable request of Buyer, Seller shall, at its expense, execute, acknowledge 
and deliver all such further acts, deeds, bills of sale, endorsements,          
adjustments, assignments, transfers, conveyances, powers of attorney and        
assurances as may reasonably be required to convey and transfer to and vest in  
Buyer and protect its right, title and interest in all of the acquired Assets,  
and as may otherwise be appropriate to carry out the transactions contemplated  
by this Agreement.                                                              

(b)     Confidentiality.  Seller acknowledges and agrees that by reason of its  
ownership of the acquired Assets, Seller's officers, directors, and employees   
have had access to and become informed of "Confidential Information" the        
disclosure of which would be harmful to the interests of Buyer as the owner and 
operator of the Assets after the Closing.  As used in this Agreement,           
"Confidential Information" shall mean information related to the Assets (i)     
which derives economic value, actual or potential, from not being generally     
known to, or readily ascertainable by proper means by, other Persons who can    
obtain economic value from its disclosure or use, and (ii) which is the subject 
of efforts that are reasonable under the circumstances to maintain its secrecy. 
At or promptly after the Closing, Seller shall deliver to Buyer any Confidential
Information which is in its possession, custody or control (excluding the normal
business, accounting and tax records of Seller which may be retained by Seller).

6.2     Agreement Not to Compete:  Unless otherwise consented to in writing by  
Buyer, Seller agrees that, for a period of three (3) years following the Closing
Date, it will not, either directly or indirectly, on its own behalf or in the   
service or on behalf of others, engage in any Competing Business or provide     
managerial, supervisory, administrative, financial or consulting services or    
assistance to, or own a beneficial interest in, any Competing Business except   
for the ownership of less than five percent (5%) of a publicly traded company.  
For the purposes of this Agreement, "Competing Business" shall mean any business
that provides Internet technology development services, whether in a retail or  
wholesale capacity, and whether directly or through an electronic medium such as
the Internet.  In addition, Seller agrees that it will not utilize the          
technology assets licensed to Seller by Buyer pursuant to 6.4 of this Agreement 
in any manner that would be competitive to the business of the Buyer, as of the 
Closing Date.                                                                   

6.3     Covenants of Buyer.                                                     

(a)     Employee Matters.  Buyer shall have the right (but not the obligation)  
to offer employment from and after the Closing Date to certain employees of the 
Seller who are employed in the operation of the Assets on the Closing Date (the 
"Hired Employees") on such terms and conditions as Buyer may, in its sole       
discretion, determine.                                                          

(b)     Cooperation.  Buyer shall use all reasonable efforts to cause the       
transactions contemplated by this Agreement to be consummated, and, without     
limiting the generality of the foregoing, to cause all of the conditions to     
Seller's obligations under this Agreement within the direct or indirect control 
of Buyer to be satisfied prior to the Closing Date.  Buyer shall not take any   
action or omit, to take any action, which would prevent the conditions to       
Seller's obligations under this Agreement to be satisfied prior to the Closing  
Date.                                                                           

6.4     Technology License:  Buyer hereby grants to Seller, and Seller hereby   
accepts, a personal, non-assignable, non-transferable, non-exclusive, and       
indivisible license (the "License") to utilize all of the Intellectual Property 
Assets transferred to Buyer pursuant to this Agreement (the "Licensed           
Materials"), solely for Seller's own internal business purposes on Seller's     
computer server(s) at Seller's business location.  The License granted herein   
shall commence immediately following the Closing, and shall continue in         
perpetuity (or for the longest period allowed by law).  Upon termination of this
License for any reason, all rights granted herein shall immediately revert to   
Buyer.                                                                          

(b)     Scope:  The License granted herein only confers upon Seller the right to
utilize the Licensed Materials for its own internal business purposes on        
Seller's servers at Seller's Location.  Under no circumstances shall Seller use 
any of the Licensed Materials in a manner that competes with the business of the
Buyer.  Any use of the Licensed Materials that falls outside the scope of this  
License shall immediately terminate this License.   No license is granted under 
this Agreement to use any other product or proprietary technology of Buyer.     

6.5     Piggyback Registration Rights:  Buyer hereby grants to Seller           
"piggyback" registration rights with respect to the restricted shares issued to 
Seller as the Purchase Price.  If, at any time following the Closing the Buyer  
proposes to register a public offering of its Common Stock, the Seller shall    
promptly give written notice of such proposed Registration to the Buyer, and    
shall provide the Buyer with the right to request inclusion of any or all of    
Sellers restricted stock in connection with the proposed Registration.          

SECTION 7.     CONDITIONS TO CLOSING                                            

7.1     Conditions to Seller's Obligations.  The obligations of Seller to       
consummate the transactions contemplated by this Agreement shall be subject to  
the fulfillment, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Seller in writing):                              

(a)     Representations and Warranties of Buyer.  The representations and       
warranties of Buyer shall be true, correct and complete, in all material        
respects, except as affected by transactions expressly contemplated or permitted
by this Agreement;                                                              

(b)     Covenants of Buyer.  Buyer shall have performed, in all material        
respects, all of its obligations and agreements and complied, in all material   
respects, with all of its covenants contained in this Agreement to be performed 
and complied with by Buyer prior to or at the Closing;                          

(c)     No Adverse Action.  No preliminary or permanent injunction or other     
Order (including a temporary restraining Order) of any Governmental Authority   
which prevents the consummation of the transactions contemplated by this        
Agreement shall have been issued and remain in effect nor shall any Action      
seeking to restrain or prohibit the consummation of the transactions            
contemplated by this Agreement, or seeking damages in connection therewith, be  
pending, nor shall any such Action be overtly threatened;                       

7.2     Conditions to Buyer's Obligations.  The obligations of Buyer to effect  
the transactions contemplated by this Agreement shall be subject to the         
fulfillment, at or prior to the Closing, of each of the following conditions    
(each of which may be waived by Buyer in writing):                              

(a)     Representations and Warranties of Seller.  The representations and      
warranties of Seller in this Agreement and the Schedules hereto shall be true,  
correct and complete, in all material respects, except as affected by           
transactions expressly contemplated or permitted by this Agreement;             

(b)     Covenants of Seller.  Seller shall have performed, in all material      
respects, all of its obligations and agreements and complied, in all material   
respects, with all of its covenants contained in this Agreement to be performed 
and complied with by Seller prior to or at the Closing;                         

(c)     No Material Adverse Change.  There shall not have been any material     
adverse change in the acquired Assets since the date of the execution of the    
Letter of Intent;                                                               

(d)     No Adverse Action.  No preliminary or permanent injunction or other     
Order (including a temporary restraining Order) of any Governmental Authority   
which prevents the consummation of the transactions contemplated by this        
Agreement shall have been issued and remain in effect, nor shall any Action     
seeking to restrain or prohibit the consummation of the transactions            
contemplated by this Agreement, or seeking damages in connection therewith, be  
pending, nor shall any such Action be overtly threatened;                       

(e)     Completion of Due Diligence.  The Buyer shall have completed its legal  
business and financial due diligence with results satisfactory to it;           

SECTION 8.     INDEMNIFICATION                                                  

8.1     Seller's Indemnification Obligations.  Seller shall indemnify, defend   
and hold harmless Buyer and its officers, directors, shareholders, partners,    
employees, agents, Affiliates, successors, and assigns (collectively with Buyer,
the "Buyer Indemnitees") from and against, and shall reimburse the Buyer        
Indemnitees for, all suits, claims, demands, actions, causes of action, losses, 
costs, assessments, judgments, damages, or expenses (including, without         
limitation, any fines, penalties, punitive damages, and reasonable fees and     
disbursements of counsel and other expenses incurred investigating or defending 
any of the foregoing or enforcing this Agreement) (collectively, "Losses")      
imposed upon or incurred by any of the Buyer Indemnitees, directly or           
indirectly, and whether or not the result of any third party claim, resulting   
from or arising out of or with respect to (a) any inaccuracy in or breach of any
of Seller's representations and warranties in this Agreement or in any Schedule 
or certificate delivered by Seller pursuant hereto (whether discovered before,  
during or after the Closing), or (c) any breach by Seller of its covenants and  
agreements in this Agreement.                                                   

8.2     Buyer's Indemnification Obligations.  Buyer shall indemnify, defend and 
hold harmless Seller and its officers, directors, shareholders, partners,       
employees, agents, Affiliates, successors and assigns (the "Seller Indemnitees")
from and against, and shall reimburse the Seller Indemnitees for, all Losses    
imposed upon or incurred by any of the Seller Indemnitees, directly or          
indirectly, and whether or not the result of any third party claim, resulting   
from or arising out of or with respect to (a) the operation of the acquired     
Assets by Buyer after the Closing, (b) any inaccuracy in or breach of any of    
Buyer's representations and warranties in this Agreement or certificate         
delivered by Buyer pursuant hereto, or (c) any breach by Buyer of its covenants 
and agreements in this Agreement.                                               

SECTION 9.     TERMINATION                                                      

9.1     Termination, Mutual Consent, Final Date.  Anything herein to the        
contrary notwithstanding, this Agreement may be terminated and the transactions 
contemplated hereby abandoned at any time prior to the Closing Date (a) by      
mutual consent of Buyer and Seller, or (b) by any party, if the Closing does not
occur on or before January 31, 2002.                                            

9.2     Effects of Termination. If this Agreement is terminated and the         
transactions contemplated hereby are not consummated as described above, this   
Agreement shall become null and void and of no further force and effect.        
Notwithstanding the foregoing, nothing in this Section 9 shall affect any       
liability any party may have for any inaccuracy or misrepresentation in any     
representation or breach of any warranty or covenant prior to such termination, 
which shall survive any such termination.                                       

SECTION 10.     WARRANTY DISCLAIMER                                             

10.1    No Warranty.  THE ASSETS TO BE TRANSFERRED TO BUYER PURSUANT TO THIS    
AGREEMENT ARE PROVIDED ON AN "AS-IS" BASIS.  SELLER OFFERS NO WARRANTIES IN     
CONNECTION WITH THE ASSETS, AND OFFERS NO ASSURANCE THAT THE ASSETS WILL        
FUNCTION AS DESCRIBED IN EXHIBIT "A", WITHOUT ERRORS.  SELLER HEREBY DISCLAIMS  
ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO THE ASSETS, INCLUDING, WITHOUT   
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY  
RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.                                    

SECTION 11.     TAXES                                                           

11.1    Sales and Personal Property Taxes.  Any and all sales or use taxes      
assessed, measured or payable with respect to the operation of the Assets       
through the Closing Date shall be the sole responsibility of, and shall be paid 
in full by, Seller.  Any and all personal property taxes assessed, measured or  
payable at any time through the Closing Date shall be the sole responsibility   
of, and shall be paid in full by, Seller.                                       

11.2    Taxes and Expenses.  Buyer shall be responsible for and shall pay all   
transfer taxes, gross receipts, sales or use taxes, license and registration    
fees and expenses, if any, and all other taxes, fees or other charges of any    
Governmental Authority required to be paid (regardless of who has the obligation
to collect such tax, fee or charge) as a result of the sale, assignment,        
conveyance and delivery of the acquired Assets to Buyer and the transactions    
contemplated by this Agreement.  Each party shall pay any accounting, legal or  
similar expenses incurred by such party or to be incurred by it in negotiating, 
closing and carrying out this Agreement and the transactions contemplated       
hereby.                                                                         

SECTION 12.     GENERAL PROVISIONS                                              

12.1    Severability.  If any provision of this Agreement or the application of 
any such provision to any party or circumstances shall be determined by any     
court of competent jurisdiction to be invalid and unenforceable to any extent,  
the remainder of this Agreement, or the application of such provision to such   
Person or circumstance other than those to which it is so determined to be      
invalid and unenforceable, shall not be affected thereby and shall be           
enforceable to the fullest extent permitted by law, and in substitution for such
invalid or unenforceable provision there shall be substituted a provision of    
similar import reflecting the original intent of the parties hereto to the      
extent permissible under Law.                                                   

12.2    No Waiver:  No delay or omission to exercise any right, power, or remedy
accruing to a party on any breach or default of the other party under the terms 
of this Agreement shall impair any such right, power, or remedy of the non-     
defaulting party, nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence in such breach or default, or waiver of or          
acquiescence in any similar breach or default occurring later; nor shall any    
waiver of any single breach or default be considered a waiver of any other prior
or subsequent breach or default.                                                

12.3    Notices.  Any notice or other communication required or permitted to be 
given under the terms of this Agreement shall be mailed, telecopied or delivered
to the other party at the address shown below and shall be effective and deemed 
received (i) if mailed, three (3) days after placement in the United States mail
postage prepaid, by registered or certified mail, return receipt requested, (ii)
if telecopied, when received; (iii) if via overnight mail, on the day delivered,
or (iii) if personally delivered, when delivered to either Buyer or Seller at   
their respective addresses as set forth above.                                  

12.4    Applicable Law.  This Agreement shall be governed and construed and     
interpreted in accordance with the internal substantive laws of the State of    
Arizona.                                                                        

12.5    Publicity.  The Parties agree that no publicity release or announcement 
concerning the transactions contemplated hereby shall be issued by any party    
without the advance written consent of the others, except as such release or    
announcement may be required by Law, in which case the party making the release 
or announcement shall show such release or announcement in advance to the other 
Parties.                                                                        

12.6    Assignment.  This Agreement shall inure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.            
Notwithstanding the foregoing, this Agreement and the Parties' rights and       
obligations under this Agreement shall not be assigned by a party to another    
Person without the prior written consent of the other Parties; provided,        
however, that Buyer shall be entitled to assign its rights and benefits under   
this Agreement to any of its Affiliates or to any Person that acquires the      
Acquired Assets or the Business whether by means of any asset sale, merger or   
otherwise.                                                                      

12.7    Entire Agreement.  This Agreement, together with the Schedules and      
Exhibits attached hereto and the certificates delivered in connection herewith, 
embodies the entire agreement and understanding of the Parties hereto and       
supersedes any prior agreement or understanding between the Parties with respect
to the subject matter of this Agreement.  This Agreement cannot be amended or   
terminated orally, but only by a writing duly executed by the Parties.          

12.8    Rules of Construction.  Unless the context otherwise requires: (a) "or" 
is not exclusive; (b) words in the singular include the plural, and words in the
plural include the singular; (c) "herein," "hereof," "hereto" and other words of
similar import refer to this Agreement as a whole and not to any particular     
Article, Section or other subdivision; (d) any gender used in this Agreement    
shall be deemed to include the neuter, masculine and feminine genders; and (e)  
any reference to an Article, Section, Schedule or Exhibit is a reference to a   
Section of this Agreement or a Schedule or Exhibit attached to this Agreement   
unless the context otherwise provides.  Headings of the sections in this        
Agreement are for reference purposes only and shall not be deemed to have any   
substantive effect.                                                             

12.9    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 document.                            

12.10   Equitable Relief.  The Parties to this Agreement agree that (a) if any  
party breaches this Agreement, the damage may be substantial, although difficult
to ascertain, and money damages may not afford an adequate remedy, and (b) if   
any party is in breach of this Agreement, or threatens a breach of this         
Agreement, each of the other Parties shall be entitled, in addition to all other
rights and remedies as may be provided by law, to specific performance,         
injunctive and other equitable relief to prevent or restrain a breach of this   
Agreement.                                                                      

12.11   Interpretation.  Should any provision of this Agreement require judicial
interpretation, mediation or arbitration, it is agreed that the court, mediator 
or arbitrator interpreting or construing the same shall not apply a presumption 
that the terms hereof shall be more strictly construed against one party by     
reason of the rule of construction that a document is to be construed more      
strictly against the party who itself or through its agent prepared the same, it
being agreed that all Parties, directly or through their agents, have           
participated in the preparation hereof.                                         

12.12   Bulk Sales Law.  Buyer waives compliance with any applicable "bulk sales
law" or similar law by Seller, and Seller shall indemnify and hold Buyer        
harmless against any liability under any such law and any Losses resulting from 
non-compliance therewith or Seller's application of the proceeds of the         
transactions contemplated by this Agreement.                                    

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

12.14   Securities Matters.  Seller expressly acknowledges and agrees that its  
investment in the Buyer's shares is a highly speculative investment and involves
numerous risks, and Seller has taken full cognizance of and understand all of   
the risks related to the Shares.  The Seller acknowledges that a specific risk  
is that the Shares may become worthless and the Seller may lose its entire      
investment in the Shares.  The Seller also acknowledges that it has been given  
the opportunity and sufficient time to ask questions concerning Buyer and to    
request for review financial information concerning Buyer.                      

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

DIGITAL BRIDGE, INC.                    NETERPRISES, INC.       

By:                                             By:                             

Name:                                           Name:                           

Title:                                          Title:                          

Date:                                           Date:                           

EXHIBIT "A"                                                                     

ACQUIRED ASSETS                                                                 

1.    Digital Bridge Remote Publishing System (RPS):                            
Description:  Proprietary suite of Content Management tools, customizable for   
use by such varied entities as labor unions, restaurants, banks, insurance      
companies, and manufacturers, and allows quick and highly efficient Internet    
publishing.   The technology is fully scalable to incorporate future            
enhancements.                                                                   
Technical Architecture:  The RPS allows users with little or no HTML skills to  
create and maintain dynamic Web pages.  The RPS was developed in-house with C++ 
to maximize efficiency.  It uses a redundant data storage system to allow for   
content integrity and rapid retrieval.  Its proprietary scripting language      
offers dynamic content placement and custom, on-the-fly SQL queries without     
programmer assistance.  It includes an integrated search engine, which          
automatically indexes the content and uses a weighting algorithm for accurate   
search results.  The RPS is password protected, utilizing 128bit encryption with
several user permission levels to suit the needs of individual users.           

2.      The SMARTsystem (Scalable Management and Reciprocal Transfer)           

Description:  A powerful software application specifically designed to enable   
large businesses, educational institutions, franchises, and other geographically
diverse organizations to manage internal communications, inventories, reports,  
funds transfers, and communications electronically through an easy to use online
interface; in effect, a highly secure and customized intranet.                  

Technical Architecture:  The SMARTsystem features 128 bit encryption, a highly  
robust firewall, and utilizes a hardened operating system that protects both the
security of the system and the information it protects.  The SMARTsystem enables
Digital Bridge clientele to harness the power of technology to maximize         
efficiency in any organization.                                                 

3.    The Digital Bridge Ad Server                                              

Description:  A premier software solution designed for publishers and webmasters
to assist in managing online advertising, defeating banner burnout, and         
capturing lost advertising revenue.  The Digital Bridge Ad Server provides a low
cost, easy maintenance, and centralized solution for online ad serving,         
management, reporting, and tracking services for web sites of all sizes.        

The Digital Bridge Ad Server incorporates the following functions and features: 
(1) Uploads and retains banners on the DB server;  (2) Gathers statistics on    
user audience to help judge ad effectiveness; (3) Timed delivery: Campaign does 
not start or end until a specified date; (4) Banner priority and weighting      
design permits control over banner display frequency; (5) Click-through         
limiting; (6) Rich media delivery: HTML, Java, Flash, etc.; (6) Uploads images  
directly from a local hard drive; (7) Automatic graphic dimension recognition   
sizes up banners; (8) Quickly generates the html code to insert into html pages;
(9) Lists all previously uploaded graphics, their size, dimensions, and         
approximate download times; and (10) Global reporting provides statistics on all
ads.                                                                            

Technical Architecture:  The Ad Server runs on a proprietary database designed  
specifically for the product based on clustering.  It is a multithreaded        
application that can currently handle 3,000 impressions per server per minute   
(based on a single processor 450 at 64MB RAM) and is scalable to any number of  
servers.  The reporting tools are based on in-house graphics routines for       
drawing 3D charts.  This set of C/C++ classes are detailed in the technology    
portion of this document.  The Web interface for the Ad Server is comprised of  
several common components (C++ Classes) that were developed in house.  The Web  
interface stores all the information in a MySQL database.  Other 3rd party      
software that we rely on include an ANSI C++ compiler, gd, libpng and libttf all
of which are released under GNU General Public License.                         

4.      Digital Bridge Site Monitor                                             

Description:  The Digital Bridge Site Monitor checks Web site connectivity to   
the Internet at pre-determined intervals, and monitors Web site performance from
various points on the Internet from around the globe.  The Site Monitor provides
valuable capacity and resource monitoring for managed devices such as routers,  
hubs, switches, UNIX servers, NT servers, and cable modems.  NOTE:  Site Monitor
is an unfinished product.                                                       

5.   Synergy N4                                                                 

Description:  Synergy N4 is a powerful Web site creation system that enables    
Digital Bridge clients to create fully functional e-commerce sites without any  
technological background or experience.  Synergy incorporates the following key 
features:                                                                       

Web Store Creation System (for Web Developers)  Easily create high quality e-   
commerce transaction enabled sites.                                             

Site Creation Wizard (for Portals)  Allows visitors to build their own personal 
or e-commerce sites through a privately labeled interface.                      

Online Payment Processing (for e-commerce sites)  Enable eCommerce sites to     
accept credit card and ACH payments using a certified payment gateway.          

DGBI Shopping Cart and Commerce Engine (specific to N4 Content Controller)      

N4 Product Catalog                                                              

N4 Bulletin Board                                                               

N4 Search Engine                                                                

Technical Architecture:  Synergy was written in Perl and C++.  It uses "spread" 
technology, which allows simultaneous redundant data storage across multiple    
hard drives.                                                                    

6.      CM Bridge                                                               

Description:  CM Bridge is a wireless application operating on the Palm         
platform, and is meant for the construction management industry. The application
allows for real-time monitoring of all ongoing construction activities on a     
project, including scheduling and progress monitoring.   CM-Bridge is an easy to
use, efficient management tool that will save time, cut costs, and provide real-
time information through Palm 7 or Palm 5 wireless devices, or through an       
Internet Browser.  CM-Bridge offers four revolutionary utilities that will link 
on and off site management through our Palm interface:                          

Time Management Utility: Tracks employee work hours accurately and in real-time.
Project Specification Utility: Eliminates heavy spec binders.                   
Material Request Utility: Save time and money when ordering extra materials.    
      Activity Report Utility: Avoid outdated project reports and schedules.
NOTE:  CM Bridge is an unfinished product                                       

7.   Additional Digital Bridge Technology Assets                                

Registration/Mail List Wizard (C++)                                             

N4.1 to Provide Graphical Display of Content Controller                         

Checkout Pro 2.0 (N2Plus)                                                       

Unix/C++ Classes                                                                

Technical Infrastructure (Hosting)                                              

a. Bandwidth, storage, processing                               

b. Security, redundancy, disaster recovery, business continuity 

8.      OTVnet Tradename, Trademarks, Service Marks, and Products:              

Description:  Any and all tradenames, trademarks, service marks, and other      
Intellectual Property assets utilized by OTVnet, Inc., a wholly-owned subsidiary
of Seller, during the course of its business operations, as follows:            

(a)     OTVnet name                                                             
(b)     OTVnet Web site and URL (www.otvnet.com)                                
(c)     OTVnet Content Controller (Digital Bridge Remove Publishing System)     
(d)     OTVnet SmartUnion (Digital Bridge SMART System)                         
(e)     OTVnet UnionCentral                                                     
(f)     OTVnet BenefitsCentral                                                  
(g)     OTVnet FormsCentral                                                     
(h)     OTVnet Web Hosting customers (as set forth in Exhibit B)                
(i)     OTVnet marketing materials and customer lists                           

DIGITAL BRIDGE, INC.                    NETERPRISES, INC.       

By:                                             By:                             

Name:                                           Name:                           

Title:                                          Title:                          

Date:                                           Date:                           

EXHIBIT "B"                                                                     

ACQUIRED CONTRACTS                                                              

Exhibit 99.13                                                                   

AMENDMENT TO THE ASSET PURCHASE AGREEMENT                                       

       THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT is dated as of April 29,
    2002, is made by and among The Tantivy Group, Inc (formerly known as
       Digital Bridge, Inc.) ("Seller"), a Nevada corporation located at 21436
    North 20th Avenue, Suite 4, Phoenix, Arizona 85027, and Neterprises,
     Inc., a Pennsylvania corporation located at 1500 Sycamore Road, Suite
302, Montoursville, PA   17754, ("Buyer").  Buyer and Seller are
sometimes referred to herein collectively as the "Parties."     

RECITALS                                                                        

     WHEREAS, On February 24, 2002, the Parties executed an Asset Purchase
Agreement.                                                      

       WHEREAS, The Parties are desirous of amending certain terms relating to
the Asset Purchase Agreement.                                   

   NOW, THEREFORE, in consideration of the foregoing premises, and the
    respective representations, warranties, covenants and agreements set
   forth herein, and intending to be legally bound hereby, the Parties
agree to Amend the Asset Purchase Agreement as follows:         

SECTION  ONE:    DEFINED TERMS:                                                 

Delete -  1.1 (e) Common Stock                                                  

SECTION 2.     PURCHASE  AND SALE OF ASSETS                                     

Amend 2.5 - Purchase Price, to reflect the following change in the purchase     
price of the Assets:                                                            

The Parties agree to amend the total Purchase Price of the Asset to TWO HUNDRED 
AND FORTY-FIVE THOUSAND DOLLARS ($245,000) and hereby acknowledge that this will
be paid in cash only, and that the sale will have no share component, as        
previously contemplated.  The Parties also acknowledge that as of the date of   
this agreement, the Buyer has delivered $35,000 to the Seller.  It is agreed    
that upon the Parties signing this Amendment Agreement and a Mutual Release     
Agreement, the Buyer will wire transfer $10,000 to the account of the Seller.   
It is further agreed, that the Buyer will make the following additional         
payments:                                                                       
$60,000 on or before May 25, 2002                                               
$70,000 on or before June 25, 2002                                              
$70,000 on or before July 25, 2002.                                             

SECTION 3.     THE CLOSING                                                      

Amend 3.1 Time and Place of Closing                                             

3.3     Time and Place of Closing.  Subject to the satisfaction or waiver of the
conditions precedent set forth in Section 7, the closing of the purchase and    
sale referred to in Section 2 (the "Closing") shall take place upon final       
payment of the Purchase Price, on or before July 31, 2002, at the offices of the
Seller located at 21436 North 20th Avenue, Suite 4, Phoenix, Arizona 85027, or  
at such other time, date or place as may be agreed upon by the Parties in       
writing.  The Effective Date and time of the Closing shall be 12:01 a.m.,       
Eastern Standard Time, on the Closing Date (the "Effective Date").              

3.2     Deliveries at Closing                                                   
Delete  - 3.2 (b)                                                               

Add 3.3   Use of Technology Prior to Closing                                    

3.3     Use of the Technology Prior to Closing.  The Parties agree that the     
Buyer will have complete access to the Assets as described in the Asset Purchase
Agreement prior to Closing and that the Buyer has the right to generate revenue 
from the use of the Assets during this period.  The Parties further agree that  
the Buyer will be entitled to keep 100% of said revenue generated, during this  
period.  In the event of default, it is agreed that the Seller will be entitled 
to the return of technology, but not any of the revenue generated from use of   
the Assets. Further in the event of a default, Buyer will affirm to us that none
of their clients are using, licensing or otherwise in possession of the         
technology.                                                                     

SECTION 6.     ADDITIONAL DUTIES OF BUYER AND SELLER                            

Delete  6.5  Piggyback Registration Rights                                      

SECTION 7.     CONDITIONS TO CLOSING                                            

Amend 7.2 Conditions to Buyer's Obligations                                     

(e) The Buyer has completed its legal business and financial due diligence with 
results satisfactory to it.                                                     

SECTION 9.     TERMINATION                                                      

Amend 9.1 Termination, Mutual Consent, Final Date as follows:                   

(b) by any party, if the Closing does not occur on or before July 25, 2002.     

SECTION 12.     GENERAL PROVISIONS                                              

Delete  12.14 Securities Matters                                                

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

THE TANTIVY GROUP, INC.         NETERPRISES, INC.               

By:                                             By:                             

Name:                                           Name:                           

Title:                                          Title:                          

Date:                                           Date:                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		7/31/02
		7/25/02
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		5/25/02
Filed on / For Period End:		5/3/02		8-K
		5/2/02
		4/30/02
		4/29/02
		3/28/02
		2/24/02
		1/31/02
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