AGREEMENT AND PLAN OF MERGER

         This  Agreement  and  Plan of  Merger,  dated  as of this  31st  day of
January,   2000,  by  and  among   iShopper.com,   Inc.,  a  Nevada  corporation
(hereinafter   the  "Acquiror"),   StinkyFeet.com,   Inc.,  a  Utah  corporation
(hereinafter the "Company") David Barrett,  Rob Davis,  Matt Parr,  Nathan Drage
and Abel Davis, the shareholders of the Company  (individually,  a "Shareholder"
and  collectively,  the  "Shareholders"),  and  SF  Acquisition  Corp.,  a  Utah
corporation ("Newco"), a wholly-owned subsidiary of Acquiror.

                                   WITNESSETH:

         WHEREAS, Newco is a wholly-owned subsidiary of Acquiror; and

         WHEREAS,  the Company wishes to merge with and into Newco, and Acquiror
desires to merge  Newco with the  Company,  so that Newco will be the  Surviving
Corporation (as defined below), all upon the terms and subject to the conditions
of this Agreement and in accordance with the laws of the State of Utah;

         WHEREAS, in connection with said merger, each Shareholder is willing to
surrender all of the issued and  outstanding  common shares of the Company owned
by such  Shareholder in exchange for the right to receive  certain common shares
of the Acquiror,  as detailed  herein,  and further subject to the covenants and
undertakings of the parties hereto; and

         WHEREAS, the terms and conditions of the Merger (as defined below), the
mode of carrying  the same into  effect,  the manner of  converting  the capital
stock of the Company into the right to receive common shares of the Acquiror and
such other terms and  conditions as may be required or permitted to be stated in
this Agreement are set forth below; and

         WHEREAS, for Federal income tax purposes, it is intended by the parties
hereto that the Merger shall qualify as a  reorganization  within the meaning of
Sections  368(a)(1)(A)  and  (a)(2)(D) of the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  and that this  Agreement  shall  constitute  a "Plan of
Reorganization" for purposes of Section 368 of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  warranties,  covenants,  agreements  and  conditions set forth
herein, the parties mutually covenant and agree with each other as follows:

                                    ARTICLE I
                                   THE MERGER

         1.1 Company/Newco  Merger. On the Effective Date (as defined in Section
1.3), the Company shall be merged with and into Newco and the separate corporate
existence of the Company shall thereupon cease (said event hereafter referred to
as the  "Merger").  Newco shall be the surviving  corporation in the Merger (the
"Surviving  Corporation).  The  name of the  Surviving  Corporation  immediately
following  the  Effective  Date  shall be  "StinkyFeet.com,  Inc." The  separate
corporate   existence  of  the  Surviving   Corporation  with  all  its  rights,
privileges, immunities and franchises shall continue unaffected by the Merger.

         1.2 Filing.  Simultaneously with the execution hereof,  Acquiror, Newco
and the  Company  will cause  Articles  of Merger in  substantially  the form of
Exhibit A attached  hereto (the  "Articles  of Merger") to be executed and filed
with the office of the Utah  Division of  Corporations  and  Commercial  Code as
provided in Section  16-10a-1105 of the Utah Code (Revised Business  Corporation
Act).

         1.3 Effective Date of the Merger.  The Merger shall be effective at the
time of the  filing of the  Articles  of  Merger  with the  offices  of the Utah
Division of Corporations and Commercial Code,  referred to in Section 1.2, which
time is herein sometimes referred to as the "Effective Date."

         1.4 Effect of the Merger.  The Merger  shall have the effects set forth
in Sections 16-10a-1106 of the Revised Business Corporation Act.

         1.5 Further  Assurances.  If at any time after the Effective  Date, any
party hereto shall consider or be advised that any further deeds, assignments or
assurances in law or in any other things are  necessary,  desirable or proper to
vest, perfect or confirm, of record or otherwise,  in the Surviving Corporation,
the title to any property or rights of the Company acquired or to be acquired by
reason  of, or as a result  of,  the  Merger,  the  parties  hereto  agree  that
Acquiror, the Surviving Corporation, the Company and their proper officers shall
execute and deliver all such proper deeds, assignments and assurances in law and
shall do all things necessary,  desirable or proper to vest,  perfect or confirm
title to such property or rights in the Surviving  Corporation  and otherwise to
carry out the  purpose  of this  Agreement,  and that the  proper  officers  and
directors  of  Acquiror,   Surviving  Corporation  and  the  Company  are  fully
authorized  in the  name of  Acquiror,  Surviving  Corporation  and the  Company
otherwise to take any and all such actions.

         1.6 Articles of  Incorporation.  At the Effective Date, the Articles of
Incorporation of Newco, as amended consistent with this Agreement,  shall be the
Articles of Incorporation of the Surviving Corporation,  and may be amended from
time to time after the Effective Date as provided by law.

         1.7 Bylaws.  The Bylaws of Newco, as in effect immediately prior to the
Effective  Date,  shall  continue  unchanged  as the  Bylaws  of  the  Surviving
Corporation,  until the same shall thereafter be altered, amended or repealed in
accordance  with  Utah law,  the  Articles  of  Incorporation  of the  Surviving
Corporation or its Bylaws.

         1.8 Directors and Officers.

                  1.8.1 From and after the  Effective  Date,  each  director  of
         Newco  immediately  prior to the  Effective  Date shall  continue  as a
         director of the Surviving  Corporation,  until his successor is elected
         and qualified,  or until his earlier death,  resignation or removal. If
         on or after the  Effective  Date an vacancy shall exist in the Board of
         Directors of the Surviving Corporation,  such vacancy may thereafter be
         filled in the manner  provided  by law and the Bylaws of the  Surviving
         Corporation.

                  1.8.2 From and after the Effective Date, each officer of Newco
         immediately prior to the Effective Date shall continue as an officer of
         the Surviving Corporation, in the same capacity, until his successor is
         elected and  qualified,  or until his  earlier  death,  resignation  or
         removal. Additional officers may be appointed by the Board of Directors
         in the  manner  provided  by  law  and  the  Bylaws  of  the  Surviving
         Corporation.

         1.9      Conversion.

                  1.9.1 On the Effective  Date,  each  outstanding  share of the
         Company's  voting common stock (the "Company Common Stock")  (excluding
         any treasury shares of the Company), shall be converted into and become
         the right to receive  .0010676  share of the voting common stock of the
         Acquiror  (the  "Acquiror  Common  Stock").  Pursuant  to  the  Merger,
         Acquiror  will issue an  aggregate  total of 7,500  shares of  Acquiror
         Common Stock to the Shareholders in exchange for all of their shares of
         Company Common Stock in the amounts set forth in Exhibit "B" hereto.

                  1.9.2 Each treasury  share of the Company's  Common Stock,  if
         any,  shall  be  canceled,  and no  payment  shall  be made in  respect
         thereof.

         1.10  Surrender  of  Certificates.  As soon as  practicable  after  the
Effective Date, each holder of a certificate or certificates which prior thereto
represented  validly issued and  outstanding  shares of Company Common Stock may
surrender  such  certificate  or  certificates  to Acquiror or to its designated
transfer  agent,   and  shall  receive  in  exchange   therefore  a  certificate
representing the number of shares of Acquiror Common Stock into which the shares
of the  Company's  Common  Stock  theretofore  represented  by  the  surrendered
certificate or  certificates  shall have been converted  pursuant to Section 1.9
hereof.  Until so  surrendered,  each  certificate  that on the  Effective  Date
represents issued and outstanding  shares of the Company's Common Stock shall be
deemed for all corporate  purposes to evidence ownership of the number of shares
of Acquiror  Common  Stock into which the shares of Company  Common  Stock shall
have been converted.

         1.11  Non-Disclosure/Non-Compete  Agreements:  In consideration of this
transaction  and of the obligation of Newco for royalties set forth in paragraph
1.13 below,  Shareholders shall execute and deliver to Acquiror, for the benefit
of Acquiror and Newco,  agreements in the form attached hereto as Exhibit "C" by
which each agrees for the period  stated  therein,  to hold Company  information
confidential  and not to compete  with Newco or Acquiror  for the period  stated
therein.

         1.12 Assumption of Company's  Liabilities:  In addition,  Newco, as the
Surviving  Corporation,  shall assume all  liabilities of Company,  as listed at
Schedule "D" hereto,  which Company and  Shareholders  represent  total not more
than  $40,000.00.  All  debts  and  obligations  thus  assumed  shall be paid or
otherwise  satisfied,  proportionately,  at a  rate  of 25%  of  said  principal
obligation per month, with the first payment of not less than $10,000 to be made
at Closing.

         1.13 Royalty Payments:  In addition to the foregoing,  and for a period
of ten (10) years from the date hereof,  Newco,  as the  Surviving  Corporation,
shall pay to  Shareholders  an amount  equal to three  percent (3%) of the gross
revenue of Newco, derived from the advertising and affiliate-associated programs
of the Company.  Said royalty  payments shall be paid  quarterly,  within thirty
(30) days following the final business day of each calendar  quarter,  and shall
be  apportioned  among  Shareholders  as  Shareholders  shall direct in writing.
Absent written  instructions,  signed by all Shareholders,  all royalty payments
will be  made by a  single  check,  payable  jointly  to all  Shareholders.  The
Surviving  Corporation  shall provide with each royalty payment an accounting of
revenue upon which said  royalty is  calculated.  Not more often than  annually,
Shareholders shall have the right to examine the Surviving  Corporation's  books
and records,  personally or through an authorized representative,  during normal
business   hours  and  on  not  less  than  fifteen  (15)  days'  prior  notice.
Shareholders  shall bear the costs of any such examination,  except that, in the
event that the  examination  reveals that the  Surviving  Corporation  underpaid
royalties  over  the  relevant  period  by  more  than  5%,  the  costs  of such
examination shall be paid by the Surviving Corporation. Any royalty payments not
made when due shall bear interest at an annual rate of 10%.

         1.14  Closing.  The closing for the Merger  pursuant to this  Agreement
(the "Closing")  shall be held at 4:00 p.m.,  Mountain Time, on January 31, 2000
(the  "Closing  Date").  The  Closing  shall occur at the offices of counsel for
Acquiror, Snow, Christensen & Martineau, 10 Exchange Place, Eleventh Floor, Salt
Lake City, Utah, unless each party hereto agrees in writing to another location.

                                   ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         Each of the Shareholders severally represents and warrants as follows:

         2.1 Ownership of Stock.

                  2.1.1.  Such Shareholder is the record owner and holder of the
         number of fully paid and  nonassessable  shares of the  Company  Common
         Stock  listed in  Exhibit  "B"  hereto as of the date  hereof  and will
         continue to own such  Company  Common Stock on the Closing Date and all
         such shares of common  stock are or will be on the  Closing  Date owned
         free and clear of all liens,  encumbrances,  charges and assessments of
         every   nature  and  subject  to  no   restrictions   with  respect  to
         transferability.

                  2.1.2.  Except for this  Agreement,  there are no  outstanding
         options,  contracts,  calls, commitments,  agreements or demands of any
         character   relating  to  the  stock  of  the  Company   owned  by  the
         Shareholder.

                                   ARTICLE III
                 REPRESENTATIONS OF THE COMPANY AND SHAREHOLDERS

         The Company and each  Shareholder  severally  represent  and warrant as
follows:

         3.1      Organization and Authority.

                  3.1.1.  The Company is a corporation  duly organized,  validly
         existing and in good standing  under the laws of the State of Utah with
         full power and  authority  to enter into and perform  the  transactions
         contemplated by this Agreement.

                  3.1.2 The Company is not  qualified or licensed to do business
         as a foreign corporation in any jurisdiction.

                  3.1.3 The copies of the Articles of Incorporation  and By Laws
         of the Company  heretofore  delivered  to  Acquiror  are  complete  and
         correct copies of such instruments as presently in effect.

                  3.1.4.  The  outstanding  shares of Company  Common  Stock are
         legally and validly issued, fully paid and nonassessable.

                  3.1.5 The minute book of the  Company  made  available  to the
         Acquiror contains the Articles of Incorporation of the Company, Bylaws,
         and accurate records of all meetings and other corporate actions of the
         Shareholders and the board of directors (and any committee  thereof) of
         the Company at which such records were kept.

         3.2   Capitalization   of  the  Company.   Immediately   prior  to  the
consummation of the transactions  contemplated by this Agreement, the authorized
capital  stock of the Company  consisted of  50,000,000  shares of common stock,
$.001 par value, of which 7,025,000 shares are issued and outstanding. There are
no shares of preferred stock of the Company,  either authorized or issued. There
are no  outstanding  (a) securities  convertible  into or  exchangeable  for the
Company  capital  stock;  (b)  options,  warrants or other rights to purchase or
subscribe  for capital stock of the Company or  securities  convertible  into or
exchangeable  for capital stock of the Company;  or (c) contracts,  commitments,
agreements,  understandings or arrangements of any kind relating to the issuance
of any  capital  stock of the  Company,  any such  convertible  or  exchangeable
securities or any such options, warrants or rights.

         3.3 Subsidiaries. The Company does not own, directly or indirectly, any
capital stock or other equity  securities of any other  corporation  or have any
direct or indirect equity or ownership interest in any other business, including
wholly-owned subsidiaries.

         3.4 Performance of This Agreement. The Company has full corporate power
and  authority to enter into this  Agreement  and to carry out the  transactions
contemplated  hereby.  The Board of Directors  and  Shareholders  have taken all
action required by law, the Company's Articles of Incorporation,  its By Laws or
otherwise to be taken by them to authorize  the  execution  and delivery of this
Agreement and the consummation of the transactions contemplated hereby, and this
Agreement  is a valid  and  binding  agreement  of the  Company  enforceable  in
accordance  with its  terms,  except  that such  enforcement  may be  subject to
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter in effect  relating to  creditors'  rights.  Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will violate any provision of the Articles of Incorporation or By Laws of
the Company,  or, except as specified in Section 3.4 of the Disclosure Schedule,
violate,  or be in conflict  with,  or  constitute a default (or an event which,
with notice or lapse of time or both,  would  constitute  a default)  under,  or
result in the  termination  of, or accelerate  the  performance  required by, or
cause the acceleration of the maturity of any debt or obligation pursuant to, or
result in the creation or  imposition  of any security  interest,  lien or other
encumbrance  upon any property or assets of the Company,  under any agreement or
commitment to which the Company is a party or by which the Company is bound,  or
to which the  property of the Company is subject,  or violate any statute or law
or any judgment,  decree,  order,  regulation or rule of any court or government
authority.

         3.5 Financials.  True copies of the unaudited  financial  statements of
the Company  consisting of the unaudited  balance sheets as of the calendar year
ended December 31, 1999, and statements of operations for such period, have been
delivered by the Company to the Acquiror.  These  statements  have been compiled
in-house by the  Company's  accountant  and have not been examined or certified.
Said  financial  statements  are true and correct in all  material  respects and
fairly  present the financial  condition of the Company as of December 31, 1999,
and the earnings for the periods covered,  in accordance with generally accepted
accounting principles applied on a consistent basis.

         3.6 Leases.  The Company has disclosed to Acquiror all leases  pursuant
to which the  Company  leases  real or  personal  property.  All such leases are
valid,  binding and enforceable in accordance with their terms,  and are in full
force and  effect;  there  are no  existing  material  defaults  by the  Company
thereunder;  no event of default has  occurred  which  (whether  with or without
notice,  lapse of time or the  happening or occurrence of any other event) would
constitute  a  default  thereunder;  and all  lessors  under  such  leases  have
consented  (where  such  consent  is  necessary)  to  the  consummation  of  the
transactions  contemplated by this Agreement without  requiring  modification in
the rights or obligations of the lessee under such leases. Executed counterparts
of all consents referred to the preceding sentence will be delivered to Acquiror
at the Closing.

         3.7 Bank Accounts.  The Company has disclosed to Acquiror the names and
locations of all banks, trust companies, savings and loan associations and other
financial  institutions  at which the Company  maintains  safe deposit  boxes or
accounts of any nature and the names of all persons  authorized to draw thereon,
make withdrawals  therefrom or have access thereto. At the Closing,  the Company
will  deliver to Acquiror  copies of all  records,  including  all  signature or
authorization cards, pertaining to such bank accounts.

         3.8 Employment Agreements.  The Company has no employment agreements in
as of the Closing Date.

         3.9   Litigation.   There  are  no  legal,   administrative   or  other
proceedings,  investigations  or inquiries,  product  liability or other claims,
judgments,  injunctions  or  restrictions,  pending  or  outstanding  or, to the
knowledge of such  Shareholder or the Company,  threatened  against or involving
the Company or its assets,  properties,  or business, nor does the Company know,
or have  reasonable  grounds  to know,  of any basis  for any such  proceedings,
investigations  or  inquiries,  product  liability or other  claims,  judgments,
injunctions  or  restrictions.  In addition,  there are no material  proceedings
existing,  pending or reasonably contemplated to which any officer, director, or
affiliate of the Company or as to which the  Shareholder  is a party  adverse to
the Company or has a material interest adverse to the Company.

         3.10 Taxes.  All  federal,  state,  foreign,  county and local  income,
profits, franchise,  occupation,  property, sales, use, gross receipts and other
taxes  (including any interest or penalties  relating  thereto) and  assessments
which are due and payable have been duly reported,  fully paid and discharged as
reported  by the  Company,  and there are no unpaid  taxes  which are,  or could
become a lien on the  properties  and assets of the Company,  except as provided
for in the  financial  statements  of the Company,  or have been incurred in the
normal course of business of the Company since January 1, 2000.  All tax returns
of any kind required to be filed have been filed and the taxes paid or accrued.

         3.11 Brokers and Finders.  Neither the Company nor any of its officers,
directors  or  employees  has  employed  any  broker or finder or  incurred  any
liability for any  brokerage  fees,  commissions  or finders' fees in connection
with the transactions contemplated by this Agreement.

         3.12 Accuracy of All Statements Made by Company.  No  representation or
warranty  by the  Company  and  such  Shareholder  in  this  Agreement,  nor any
statement,  certificate, schedule or exhibit hereto furnished or to be furnished
by or on behalf of the Company or the  Shareholder  pursuant to this  Agreement,
nor any  document or  certificate  delivered  to the  Acquiror  pursuant to this
Agreement or in connection with actions contemplated  hereby,  contains or shall
contain any untrue  statement of material fact or omits or shall omit a material
fact necessary to make the statement contained therein not misleading.

                                   ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND NEWCO

The Acquiror and Newco represent and warrant as follows:

         4.1 Organization and Good Standing.

         4.1.1 The Acquiror is a corporation  duly organized,  validly  existing
         and in good  standing  under the laws of the State of Nevada  with full
         power  and  authority  to  enter  into  and  perform  the  transactions
         contemplated  by  this  Agreement.   The  copies  of  the  Articles  of
         Incorporation and By Laws of the Acquiror  heretofore  delivered to the
         Company  and  Shareholders  are  complete  and  correct  copies of such
         instruments as presently in effect. Acquiror is not currently qualified
         outside the State of Nevada.

         4.1.2  Newco  is  a  wholly-owned  subsidiary  of  Acquiror  and  is  a
         corporation which shall have been duly organized,  validly existing and
         in good  standing  under the laws of the State of Utah with full  power
         and authority to enter into and perform the  transactions  contemplated
         by this Agreement.  The copies of the Articles of Incorporation  and By
         Laws of Newco heretofore  delivered to the Company and Shareholders are
         complete and correct copies of such instruments as presently in effect.
         Newco  is  not  qualified  or  licensed  to do  business  as a  foreign
         corporation in any jurisdiction.

         4.2 Capitalization.

         4.2.1  Immediately  prior  to  the  consummation  of  the  transactions
         contemplated  by this  Agreement,  the authorized  capital stock of the
         Acquiror  consisted of 50,000,000 shares of common stock, no par value,
         of which  7,854,377  shares are issued  and  outstanding.  There are no
         shares of preferred stock of the Acquiror, either authorized or issued.

         4.2.2  Immediately  prior  to  the  consummation  of  the  transactions
         contemplated by this Agreement,  the authorized  capital stock of Newco
         consisted of 25,000,000  shares of common stock, no par value, of which
         25,000 shares are issued and outstanding  and owned by Acquiror.  There
         are no shares of preferred stock of Newco, either authorized or issued.
         There  are  no   outstanding   (a)  securities   convertible   into  or
         exchangeable  for Newco capital stock;  (b) options,  warrants or other
         rights  to  purchase  or  subscribe  for  capital  stock  of  Newco  or
         securities convertible into or exchangeable for capital stock of Newco;
         or  (c)   contracts,   commitments,   agreements,   understandings   or
         arrangements  of any kind relating to the issuance of any capital stock
         of Newco, any such  convertible or exchangeable  securities or any such
         options, warrants or rights.

         4.3  Performance  of This  Agreement.  This Agreement  constitutes  the
legal,  valid and  binding  obligation  of  Acquiror  and of Newco,  enforceable
against both in  accordance  with its terms.  Upon the execution and delivery by
Acquiror or Newco of the employment  agreements,  the employment agreements will
constitute the legal,  valid and binding obligation of the entity executing such
agreements,  enforceable in accordance with their respective terms. Acquiror and
Newco,  each in its own right, has the absolute and unrestricted  right,  power,
authority and capacity to execute and deliver this  Agreement and the employment
agreements  and  to  perform  its  obligations  under  this  Agreement  and  the
employment agreements.  Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the transactions  contemplated in this
Agreement or the employment  agreements will, directly or indirectly violate any
provision  of the  Articles of  Incorporation  or By Laws of the  Acquiror or of
Newco,  or,  except as  specified  in Section  4.3 of the  Disclosure  Schedule,
violate,  or be in conflict  with,  or  constitute a default (or an event which,
with notice or lapse of time or both,  would  constitute  a default)  under,  or
result in the  termination  of, or accelerate  the  performance  required by, or
cause the acceleration of the maturity of any debt or obligation pursuant to, or
result in the creation or  imposition  of any security  interest,  lien or other
encumbrance  upon any property or assets of the Company,  under any agreement or
commitment to which the Company is a party or by which the Company is bound,  or
to which the  property of the Company is subject,  or violate any statute or law
or any judgment,  decree,  order,  regulation or rule of any court or government
authority.

         4.4  Financials.  True copies of the unaudited  consolidated  financial
statements of the  Acquiror,  consisting of the  consolidate  balance  sheets of
Acquiror and its  subsidiaries  as of the calendar year ended December 31, 1999,
and  statements  of  operations  for such  period,  have been  delivered  by the
Acquiror to the Company.  Said financial  statements are true and correct in all
material respects and fairly present the financial  condition of the Acquiror as
of the date  thereof,  and the earnings for the periods  covered,  in accordance
with generally accepted accounting principles applied on a consistent basis.

         4.5  Liabilities.  There are no material  liabilities  of the Acquiror,
whether accrued, absolute, contingent or otherwise, which arose or relate to any
transaction  of the Acquiror,  its agents or servants which are not disclosed by
or reflected in said financial  statements.  As of the date hereof, there are no
known circumstances, conditions, happenings, events or arrangements, contractual
or otherwise, which may hereafter give rise to liabilities, except in the normal
course of business of the Acquiror.

         4.6   Litigation.   There  are  no  legal,   administrative   or  other
proceedings,  investigations  or inquiries,  product  liability or other claims,
judgments,   injunctions  or  restrictions,   either   threatened,   pending  or
outstanding  against or involving the Acquiror or its  subsidiaries,  if any, or
their assets, properties, or business, nor does the Acquiror or its subsidiaries
know, or have reasonable  grounds to know of any basis for any such proceedings,
investigations  or  inquiries,  product  liability  or other  claims  judgments,
injunctions or restrictions.

         4.7 Taxes.  All  federal,  state,  foreign,  county  and local  income,
profits, franchise,  occupation,  property, sales, use, gross receipts and other
taxes  (including any interest or penalties  relating  thereto) and  assessments
which are due and payable have been duly reported,  fully paid and discharged as
reported  by the  Acquiror,  and there are no unpaid  taxes  which are, or could
become a lien on the properties  and assets of the Acquiror.  All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.

         4.8  Accuracy  of All  Statements  Made by the  Acquiror  or Newco.  No
representation  or warranty by the Acquiror or Newco in this Agreement,  nor any
statement,  certificate, schedule or exhibit hereto furnished or to be furnished
by the  Acquiror  or Newco  pursuant  to this  Agreement,  nor any  document  or
certificate  delivered  to the  Company  or the  Shareholders  pursuant  to this
Agreement or in connection with actions contemplated  hereby,  contains or shall
contain any untrue statement of material fact or omits to state or shall omit to
state a material  fact  necessary to make the  statement  contained  therein not
misleading.

         4.9 No Covenant as to Tax Consequences.  It is expressly understood and
agreed  that  neither  the  Acquiror  nor its  officers  or agents  has made any
warranty or agreement,  expressed or implied,  as to the tax consequences of the
transactions  contemplated  by this  Agreement  or the tax  consequences  of any
action pursuant to or growing out of this Agreement.  All parties have consulted
with their  respective  accountants  or  attorneys  and have  obtained  adequate
assurances  that this  Agreement  will  satisfy  their  intent,  for purposes of
federal income tax, as set forth in the recitals to this Agreement.

                                    ARTICLE V
               CONDITIONS PRECEDENT TO THE ACQUIROR'S OBLIGATIONS

         Each and  every  obligation  of the  Acquiror  to be  performed  on the
Closing Date shall be subject to the satisfaction prior thereto of the following
conditions:

         5.1 Truth of Representations  and Warranties.  The  representations and
warranties  made by the Company and the  Shareholders in this Agreement shall be
substantially  accurate in all  material  respects on and as of the Closing Date
with the same effect as though such representations and warranties had been made
or given on and as of the Closing Date.

         5.2 No Material Adverse Change.  As of the Closing Date there shall not
have occurred any material  adverse change,  financially or otherwise within the
control of the Company,  which materially  impairs the ability of the Company to
conduct its  business or the earning  power  thereof on the same basis as in the
past.

         5.3   Accuracy  of   Financial   Statements.   The   Acquiror  and  its
representatives  shall be satisfied  as to the  accuracy of all balance  sheets,
statements of income and other financial  statements of the Company furnished to
the Acquiror herewith.

         5.4 Non-Compete and Non-Disclosure  Agreements.  All Shareholders shall
have executed and delivered to Acquiror and Newco Non-Compete and Non-Disclosure
Agreements in the form attached hereto as Exhibit "C."

         5.5 Time Limit on  Closing.  Closing  shall have taken place by January
31, 2000, contemporarily with the execution of this Agreement.


                                   ARTICLE VI
     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS

         Each and every  obligation  of the  Company and the  Shareholder  to be
performed on the Closing Date shall be subject to the satisfaction prior thereto
of the following conditions:

         6.1 Truth of Representations  and Warranties.  The  representations and
warranties  made  by the  Acquiror  in this  Agreement  shall  be  substantially
accurate in all  material  respects on and as of the Closing  Date with the same
effect as though such  representations  and warranties had been made or given on
and as of the Closing Date.

         6.2 No Material Adverse Change.  As of the Closing Date there shall not
have occurred any material  adverse  change,  financially  or  otherwise,  which
materially impairs the ability of the Acquiror to conduct its business.

         6.3  Approval of  Financial  Statements.  The Company and  Shareholders
shall be  satisfied  as to the  accuracy of all balance  sheets,  statements  of
income and other financial statements of Acquiror.

         6.4 Time Limit on  Closing.  Closing  shall have taken place by January
31, 2000.


                                   ARTICLE VII
                             SECURITY ACT PROVISIONS

         7.1 Restrictions on Disposition of Shares.  The  Shareholders  covenant
and warrant  that the shares of Acquiror  received  are  acquired  for their own
account  and not  with  the  present  view  towards  the  distribution  thereof.
Shareholders  further covenant and warrant and that they will not dispose of the
respective  shares of Acquiror  Common Stock except (i) pursuant to an effective
registration  statement under the Securities Act of 1933, as amended, or (ii) in
any other  transaction  which,  in the  opinion of  counsel,  acceptable  to the
Acquiror,  is exempt from  registration  under the  Securities  Act of 1933,  as
amended,  or the rules and regulations of the Securities and Exchange Commission
thereunder.  In  order to  effectuate  the  covenants  of this  sub-section,  an
appropriate endorsement will be placed upon each of the certificates of Acquiror
Common Stock at the time of distribution of such shares by Acquiror  pursuant to
this Agreement, and stop transfer instructions shall be placed with the transfer
agent for the securities.

         7.2  Evidence  of  Compliance  With  Private  Offering  Exemption.  The
Shareholders  agree to  supply  the  Acquiror  with  evidence  of the  financial
sophistication of the Shareholders or evidence of appointment of a sophisticated
investment  representative  and such other items as counsel for the Acquiror may
require in order to evidence the private offering character of the conversion of
the Company Common Stock for Acquiror Common Stock,  pursuant to this Agreement.
Unless otherwise designated to the Acquiror, each Shareholder represents that he
has such  knowledge  of finance,  securities,  and  investments,  generally,  to
evaluate the risks of the transaction set forth in this Agreement,  and that the
financial capacity of such Shareholder is of such proportion that the total cost
of such  Shareholder's  commitment  in such  Acquiror  Common Stock would not be
material when  compared  with his total  financial  capacity.  Each  Shareholder
understands  that he must  bear  the  economic  risk  of the  investment  for an
indefinite  period of time because  Acquiror Common Stock to be received by each
Shareholder  on conversion of the  Shareholder's  Company  Common Stock have not
been registered under  applicable  securities laws and therefore cannot be sold,
except  pursuant  to the Put  Option  Agreement  unless  they  are  subsequently
registered under such securities laws or an exemption from such  registration is
available;  that each certificate  will bear a restrictive  legend to the effect
that the shares have not been registered under securities laws and are therefore
restricted on transferability and sale of such shares,  except for the shares of
Acquiror Common Stock sold by Shareholders pursuant to the Put Option Agreement;
and that, with the exception of the shares subject to the Put Option  Agreement,
stop  transfer  instructions  will be placed upon such shares with the  transfer
agent of the Acquiror concerning such restrictions.

         7.3 Notice of Limitation Upon Disposition.  Each Shareholder represents
that he is aware  that the  shares of  Acquiror  Common  Stock  issued to him in
connection with the Merger  hereunder will not have been registered  pursuant to
the  Securities  Act  of  1933,  as  amended;  and,  therefore,   under  current
interpretations  and applicable  rules,  he may have to retain such shares for a
period of at least one year and at the  expiration of such  one-year  period his
sales may be confined to brokerage  transactions  of limited  amounts  requiring
certain  notification  filings with the Securities  and Exchange  Commission and
such disposition may be available only if the Acquiror is current in its filings
with the Securities and Exchange Commission under the Securities Exchange Act of
1934,  as  amended,  or other  public  disclosure  requirements,  and the  other
limitations imposed thereby on the disposition of Acquiror Common Stock.

                                  ARTICLE VIII
                                     CLOSING

         9.1  Documents To Be Delivered by the Company and the  Shareholder.  At
the closing the Company and the  Shareholders  shall deliver to the Acquiror the
following documents:

                  a. Certificates from each Shareholder for the number of shares
         of Company Common Stock set forth on Exhibit "B", such  certificates to
         be surrendered  and cancelled in exchange for  certificates  reflecting
         shares of Acquiror,  in the manner and form required by subsections 1.9
         and 1.10 hereof

                  b. Nondisclosure and Noncompete Agreements, in a form attached
         as Exhibit "C" hereto.

                  c. Such other documents of transfer, certificates of authority
         and other documents as the Acquiror may reasonably request.

         9.2 Documents To Be Delivered by the Acquiror and Newco. At the closing
the Acquiror and Newco shall deliver to the Company and to the  Shareholders the
following documents:

                  a.  Certificates  for the number of shares of Acquiror  Common
         Stock into which the Shareholders'  respective shares of Company Common
         Stock are converted, as determined in sub-section 1.9 hereof.

                  b. Such other documents of transfer, certificates of authority
         and  other  documents  as  the  Company  and/or  the  Shareholders  may
         reasonably request.

                                   ARTICLE IX
                        CONDUCT OF BUSINESS AFTER CLOSING

         On and after the  Effective  Date and  except  as  otherwise  expressly
consented to or approved by each of the Shareholders,  the Surviving Corporation
and Acquiror in writing,  Acquiror and the Surviving Corporation will each carry
on their respective  businesses  diligently and substantially in the same manner
as heretofore conducted,  and none shall incur any material liabilities,  except
in the ordinary course of business.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

         11.1 Publicity.  The parties agree that no publicity,  release or other
public  announcement  concerning the transaction  contemplated by this Agreement
shall be issued by any party  hereto  without the  advance  approval of both the
form and  substance of the same by the other  parties and their  counsel,  which
approval,  in the case of any  publicity,  release or other public  announcement
required by applicable law, shall not be unreasonably withheld or delayed.

         11.2 Default.  Should any party to this Agreement default in any of the
covenants,  conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses,  including a reasonable  attorney's  fee,  which may
arise or accrue  from  enforcing  this  Agreement,  or in  pursuing  any  remedy
provided hereunder or by the statutes of the State of Utah.

         11.3 Assignment.  Except as otherwise  expressly set forth herein, this
Agreement  may not be assigned in whole or in part by any party  hereto  without
the prior written consent of the other party or parties, which consent shall not
be  unreasonably  withheld,  and then  solely  to the  extent  set forth in such
consent.

         11.4  Successors and Assigns.  This Agreement shall be binding upon and
shall  inure to the  benefit of the  parties  hereto,  their  respective  heirs,
executors, administrators, successors and assigns.

         11.5 Partial Invalidity. If any term, covenant,  condition or provision
of this Agreement or the application thereof to any person or circumstance shall
to any extent be invalid or  unenforceable,  the remainder of this  Agreement or
application  of such term or  provision to persons or  circumstances  other than
those  as to  which  it is held to be  invalid  or  unenforceable  shall  not be
affected  thereby  and each  term,  covenant,  condition  or  provision  of this
Agreement  shall be  valid  and  shall  be  enforceable  to the  fullest  extent
permitted by law.

         11.6  No  Other  Agreements.  This  Agreement  constitutes  the  entire
Agreement between the parties and there are and will be no oral  representations
which will be binding upon any of the parties hereto.

         11.7 Survival of Covenants.  Etc. All covenants,  representations,  and
warranties made herein to any parties or in any statement or document  delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect for a period of three years  immediately  following the
Effective Date.

         11.8 Further  Action.  The parties  hereto agree to execute and deliver
such  additional  documents and to take such other and further  action as may be
reasonably required to carry out fully the transactions contemplated herein.

         11.9  Amendment.  This  Agreement  or any  provision  hereof may not be
changed,  waived,  terminated  or  discharged  except  by  means  of  a  written
supplemental  instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought.

         11.10  Headings.  The descriptive  headings of the various  Sections or
parts of this  Agreement  are for  convenience  only and  shall not  affect  the
meaning or construction of any of the provisions hereof.

         11.11  Counterparts.  This  agreement  may be  executed  in two or more
partially  or fully  executed  counterparts,  each of which  shall be  deemed an
original  and  shall  bind  the  signatory,  but  all of  which  together  shall
constitute but one and the same instrument.

         11.12 Full Knowledge. By their signatures, the parties acknowledge that
they have carefully  read and fully  understand the terms and conditions of this
Agreement,  that each party has had the benefit of counsel,  or has been advised
to obtain  counsel,  and that each  party has  freely  agreed to be bound by the
teens and conditions of this Agreement.

         IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement
and Plan of Merger as of the day and year first above written.

ACQUIROR:                                iSHOPPER.COM, INC.

                                         By_________________________________
                                              William E. Chipman, Sr., CFO



NEWCO:                                   SF ACQUISITION CORP.

                                         By_________________________________
                                             William E. Chipman, Sr., President


COMPANY:                                STINKYFEET.COM, INC.

                                         By_________________________________
                                              David Barrett, President


SHAREHOLDERS:                   ____________________________________
                                   David Barrett, Individually

____________________________    ____________________________________
Rob Davis, Individually            Matt Parr, Individually

___________________________     ____________________________________
Abel Davis, Individually           Nathan Drage, Individually


<PAGE>


                                   EXHIBIT"A"
                         TO AGREEMENT AND PLAN OF MERGER

                              (Articles of Merger)

<PAGE>

                               ARTICLES OF MERGER
                                       of

                              STINKYFEET.COM, INC.
                              (a Utah corporation)

                                      into

                              SF ACQUISITION CORP.
                              (a Utah corporation)

         The undersigned officers,  the respective presidents and secretaries of
StinkyFeet.com,  Inc., a Utah  corporation  ("StinkyFeet")  and SF  Acquisitions
Corp., a Utah corporation ("Acquisition"), hereby certify that the Agreement and
Plan of Merger dated January 31, 2000  (hereinafter  the "Plan") was approved by
the  shareholders  of StinkyFeet  by unanimous  consent of its  shareholders  on
January 31, 2000,  and was approved by the sole  shareholder  of  Acquisition by
unanimous consent action of such sole shareholder on January 31, 2000.

         1. The number of shares  outstanding of each class of each  corporation
which were entitled to vote on the Plan,  and the number of shares of each class
of each corporation consenting and not consenting to the Plan, is as follows:

                Class                Shares       Consenting   Not Consenting
                                    Outstanding
                -------           -------------   -----------  --------------
StinkyFeet      Common Stock
                ($.001 par value)   7,025,000      7,025,000         -0-

Acquisition     Common Stock         25,000         25,000           -0-
                (no par)

         2. The number of votes cast for the Plan by each constituent entity was
sufficient for approval of the Plan.

         3. All of the presently outstanding shares of Acquisition are owned and
held by iShopper.com, Inc., a Nevada corporation ("iShopper").

         4. The effective date of the merger shall be the time of the completion
of filing of the Articles of Merger in the State of Utah.

         5. An  abbreviated  copy of the  completed  Plan of Merger is  attached
hereto. A complete copy of the Agreement and Plan of Merger,  including exhibits
and schedules,  is on file at the principal  offices of  iShopper.com,  Inc., at
8722 South 300 West, Sandy, Utah, and shall be made available,  without cost, to
any shareholder of Acquisition, iShopper.com, Inc. or StinkyFeet.

         6.  The  following  amendments  to the  Articles  of  Incorporation  of
Acquisition were duly approved by the  shareholders of each  constituent  entity
and are hereby made to the Articles of Incorporation of Acquisition:

                  a. Amend  Article  First of the Articles of  Incorporation  to
              read as follows:

                           The name of the corporation is StinkyFeet.com, Inc.

                  b. Amend Article Tenth to read as follows:

                           Directors:  The  corporation  shall be  governed by a
              Board of Directors and shall have not less than three (3) nor more
              than five (5) directors as  determined,  from time to time, by the
              Board of  Directors.  The  original  Board of  Directors  shall be
              comprised  of three (3)  persons.  The names and  addresses of the
              persons  who are to serve as  directors  until  the  first  annual
              meeting of shareholders and until their successors are elected and
              shall qualify are as follows:

                           Shane Hackett
                           8722 South 300 West
                           Sandy, Utah  84070

                           William E. Chipman, Sr.
                           8722 South 300 West
                           Sandy, Utah  84070

                           Tom Maher
                           8722 South 300 West
                           Sandy, Utah  84070

IN WITNESS  WHEREOF,  StickyFeet.com,  Inc.,  formerly known as SF  Acquisitions
Corp., a Utah corporation, as the surviving entity, has caused these Articles of
Merger to be executed by its president, this 31st day of January, 2000.



                                    StickyFeet.com, Inc.
                                    f/k/a SF Acquisitions Corp.
                                    A Utah Corporation

                                    By ___________/s/______________________
                                             William E. Chipman, President


<PAGE>

                                 PLAN OF MERGER
                (Abbreviated for Filing with Articles of Merger)

         This Plan of Merger, is agreed to as of this 31st day of January, 2000,
by  and  among  iShopper.com,   Inc.,  a  Nevada  corporation  (hereinafter  the
"Acquiror"),   StinkyFeet.com,   Inc.,   a   privately-held   Utah   corporation
(hereinafter the "Company") David Barrett,  Rob Davis,  Matt Parr,  Nathan Drage
and Abel Davis, the shareholders of the Company  (individually,  a "Shareholder"
and  collectively,  the  "Shareholders"),  and  SF  Acquisition  Corp.,  a  Utah
corporation ("Newco").

                                   WITNESSETH:

         WHEREAS, Newco is a wholly-owned subsidiary of Acquiror; and

         WHEREAS,  the Company wishes to merge with and into Newco, and Acquiror
desires to merge  Newco with the  Company,  so that Newco will be the  Surviving
Corporation (as defined below), all upon the terms and subject to the conditions
of this Agreement and in accordance with the laws of the State of Utah;

         WHEREAS, in connection with said merger, each Shareholder is willing to
surrender all of the issued and  outstanding  common shares of the Company owned
by such  Shareholder in exchange for the right to receive  certain common shares
of the  Acquiror,  as detailed  herein,  with an  accompanying  stock put option
agreement,  as described herein, by which the Shareholders shall have the right,
without  solicitation,  to sell to a third party, at an agreed price,  and at an
agreed rate of purchase, a portion of the Acquiror stock thus received; and

         WHEREAS, the terms and conditions of the Merger (as defined below), the
mode of carrying  the same into  effect,  the manner of  converting  the capital
stock of the Company into the right to receive common shares of the Acquiror and
such other terms and  conditions as may be required or permitted to be stated in
this Agreement are set forth below; and

         WHEREAS, for Federal income tax purposes, it is intended by the parties
hereto that the Merger shall qualify as a  reorganization  within the meaning of
Sections  368(a)(1)(A)  and  (a)(2)(D) of the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  and that this  Agreement  shall  constitute  a "Plan of
Reorganization" for purposes of Section 368 of the Code.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  warranties,  covenants,  agreements  and  conditions set forth
herein, the parties mutually covenant and agree with each other as follows:

                                   THE MERGER

         1.1 Company/Newco  Merger. On the Effective Date (as defined in Section
1.3), the Company shall be merged with and into Newco and the separate corporate
existence of the Company shall thereupon cease (said event hereafter referred to
as the  "Merger").  Newco shall be the surviving  corporation in the Merger (the
"Surviving  Corporation).  The  name of the  Surviving  Corporation  immediately
following  the  Effective  Date  shall be  "StinkyFeet.com,  Inc." The  separate
corporate   existence  of  the  Surviving   Corporation  with  all  its  rights,
privileges, immunities and franchises shall continue unaffected by the Merger.

         1.2 Filing.  Simultaneously with the execution hereof,  Acquiror, Newco
and the Company will cause  Articles of Merger to be executed and filed with the
office of the Utah Division of  Corporations  and Commercial Code as provided in
Section 16-10a-1105 of the Utah Code (Revised Business Corporation Act).

         1.3 Effective Date of the Merger.  The Merger shall be effective at the
time of the  filing of the  Articles  of  Merger  with the  offices  of the Utah
Division of Corporations and Commercial Code,  referred to in Section 1.2, which
time is herein sometimes referred to as the "Effective Date."

         1.4 Effect of the Merger.  The Merger  shall have the effects set forth
in Sections 16-10a-1106 of the Revised Business Corporation Act.

         1.5 Further  Assurances.  If at any time after the Effective  Date, any
party hereto shall consider or be advised that any further deeds, assignments or
assurances in law or in any other things are  necessary,  desirable or proper to
vest, perfect or confirm, of record or otherwise,  in the Surviving Corporation,
the title to any property or rights of the Company acquired or to be acquired by
reason  of, or as a result  of,  the  Merger,  the  parties  hereto  agree  that
Acquiror, the Surviving Corporation, the Company and their proper officers shall
execute and deliver all such proper deeds, assignments and assurances in law and
shall do all things necessary,  desirable or proper to vest,  perfect or confirm
title to such property or rights in the Surviving  Corporation  and otherwise to
carry out the  purpose  of this  Agreement,  and that the  proper  officers  and
directors  of  Acquiror,   Surviving  Corporation  and  the  Company  are  fully
authorized  in the  name of  Acquiror,  Surviving  Corporation  and the  Company
otherwise to take any and all such actions.

         1.6 Articles of  Incorporation.  At the Effective Date, the Articles of
Incorporation of Newco, as amended  consistent with the Agreement,  shall be the
Articles of Incorporation of the Surviving Corporation,  and may be amended from
time to time after the Effective Date as provided by law.

         1.7 Bylaws.  The Bylaws of Newco, as in effect immediately prior to the
Effective  Date,  shall  continue  unchanged  as the  Bylaws  of  the  Surviving
Corporation,  until the same shall thereafter be altered, amended or repealed in
accordance  with  Utah law,  the  Articles  of  Incorporation  of the  Surviving
Corporation or its Bylaws.

         1.8 Directors and Officers.

                  1.8.1 From and after the  Effective  Date,  each  director  of
         Newco  immediately  prior to the  Effective  Date shall  continue  as a
         director of the Surviving  Corporation,  until his successor is elected
         and qualified,  or until his earlier death,  resignation or removal. If
         on or after the  Effective  Date an vacancy shall exist in the Board of
         Directors of the Surviving Corporation,  such vacancy may thereafter be
         filled in the manner  provided  by law and the Bylaws of the  Surviving
         Corporation.

                  1.8.2 From and after the Effective Date, each officer of Newco
         immediately prior to the Effective Date shall continue as an officer of
         the Surviving Corporation, in the same capacity, until his successor is
         elected and  qualified,  or until his  earlier  death,  resignation  or
         removal. Additional officers may be appointed by the Board of Directors
         in the  manner  provided  by  law  and  the  Bylaws  of  the  Surviving
         Corporation.

         1.9 Conversion.

                  1.9.1 On the Effective  Date,  each  outstanding  share of the
         Company's  voting common stock (the "Company Common Stock")  (excluding
         any treasury shares of the Company), shall be converted into and become
         the right to receive  .0010676  share of the voting common stock of the
         Acquiror  (the  "Acquiror  Common  Stock").  Pursuant  to  the  Merger,
         Acquiror  will issue an  aggregate  total of 7,500  shares of  Acquiror
         Common Stock to the Shareholders in exchange for all of their shares of
         Company Common Stock in the amounts set forth in Exhibit "B" hereto.

                  1.9.2 Each treasury  share of the Company's  Common Stock,  if
         any,  shall  be  canceled,  and no  payment  shall  be made in  respect
         thereof.

         1.10  Surrender  of  Certificates.  As soon as  practicable  after  the
Effective Date, each holder of a certificate or certificates which prior thereto
represented  validly issued and  outstanding  shares of Company Common Stock may
surrender  such  certificate  or  certificates  to Acquiror or to its designated
transfer  agent,   and  shall  receive  in  exchange   therefore  a  certificate
representing the number of shares of Acquiror Common Stock into which the shares
of the  Company's  Common  Stock  theretofore  represented  by  the  surrendered
certificate or  certificates  shall have been converted  pursuant to Section 1.9
hereof.  Until so  surrendered,  each  certificate  that on the  Effective  Date
represents issued and outstanding  shares of the Company's Common Stock shall be
deemed for all corporate  purposes to evidence ownership of the number of shares
of Acquiror  Common  Stock into which the shares of Company  Common  Stock shall
have been converted.

         IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement
and Plan of Merger as of the day and year first above written.

ACQUIROR:               iSHOPPER.COM, INC.

                        By___________/s/____________________
                        William E. Chipman, CFO


NEWCO:                  SF ACQUISITIONS CORP.

                        By___________/s/____________________
                             William E. Chipman, President

COMPANY:                STINKYFEET.COM, INC.

                        By__________/s/____________________
                             David Barrett, President

SHAREHOLDERS:                     __________/s/________________
                                  David Barrett, Individually

                                  __________/s/________________
                                  Rob Davis, Individually

                                  __________/s/________________
                                  Matt Parr, Individually

                                  __________/s/________________
                                  Nathan Drage, Individually

                                  __________/s/________________
                                  Abel Davis, Individually


<PAGE>

                                   EXHIBIT "B"
                         TO AGREEMENT AND PLAN OF MERGER

                                 NO. OF SHARES OF           NO. OF SHARES OF
  NAME OF                          THE COMPANY                THE ACQUIROR
SHAREHOLDERS                    TO BE SURRENDERED             TO BE ISSUED
------------                  -------------------            --------------
David Barrett                         2,000,000                  2,135
Rob Davis                             2,000,000                  2,135
Matt Parr                             2,000,000                  2,135
Nathan Drage                          1,000,000                  1,068
Abel Davis                               25,000                     27



<PAGE>

                                   EXHIBIT "C"
                         TO AGREEMENT AND PLAN OF MERGER

                     Nondisclosure and Noncompete Agreement



                                   EXHIBIT "D"
                         TO AGREEMENT AND PLAN OF MERGER

                         STINKYFEET ASSETS & LIABILITIES


                                   EXHIBIT "E"
                         TO AGREEMENT AND PLAN OF MERGER

                               DISCLOSURE SCHEDULE

StinkyFeet.com, Inc. Bank Accounts:






StinkyFeet.com, Inc. has no employees or contracts with independent contractors.