STOCK EXCHANGE AGREEMENT

       This  Agreement  is entered into as of the date stated below by and among
  Totalinet.net,  Inc., a  privately-held  Nevada  corporation  (hereinafter the
  "Company"),  Richard J.  Scavia,  the owner of all  outstanding  shares of the
  Company (the  "Shareholder"),  and iShopper.com,  Inc., a Nevada  corporation,
  (hereinafter "Purchaser").

                                    RECITALS

       1. The Company is successor in interest to all rights,  title,  interest,
  assets and business interests of RJS Internet Services;

       2. Shareholder owns all outstanding shares of the Company;

       3. Purchaser desires to acquire from the  Shareholders,  and Shareholders
  desire to convey to Purchaser, all of the issued and outstanding shares of the
  Company,  in exchange for certain shares of Purchaser,  all upon the terms and
  subject to the conditions of this Agreement and in accordance with the laws of
  the State of Nevada; and

                                    AGREEMENT

       NOW,  THEREFORE,  in  consideration of the mutual terms and covenants set
  forth herein,  the Purchaser,  the Company,  and the  Shareholder  approve and
  adopt this Stock Exchange  Agreement and mutually covenant and agree with each
  other as follows:

       1.     Shares to be Transferred and Shares to be Issued.

              1.1 On the  closing  date the  Shareholder  shall  transfer to the
        Purchaser  certificates  for the number of shares of the common stock of
        the Company  described in Schedule "A", attached hereto and incorporated
        herein,  which in the  aggregate  shall  represent all of the issued and
        outstanding shares of the common stock of the Company. Such certificates
        shall be duly endorsed in blank by the  Shareholder  or  accompanied  by
        duly executed stock powers in blank with signatures guaranteed.

              1.2 In  exchange  for the  transfer  of the  common  stock  of the
       Company  pursuant to subsection 1.1.  hereof,  the Purchaser shall on the
       closing date and contemporaneously with such transfer of the common stock
       of the Company to it by the Shareholder  issue to the Shareholder a total
       of 200,000 common shares of Purchaser, issued and restricted under S.E.C.
       Rule 144.  Said  shares  shall be deemed to be issued  and  delivered  at
       closing,  in amounts  specified on Schedule "A," and upon delivery of all
       of Shareholders'  shares in the Company.  Certificates for  Shareholders'
       shares of  Purchaser  shall be delivered  to  Shareholders  as soon after
       closing  as   Purchaser's   transfer   agent  is  able  to  prepare  such
       certificates upon delivery of all of Shareholders' shares in the Company.
       The  certificates  delivered to  Shareholders  pursuant to this Agreement
       shall bear a legend in substantially the following form:

                  "The shares of stock  represented by this certificate have not
                  been registered  under the Securities Act of 1933, as amended,
                  or under the securities laws of any state. The shares of stock
                  have been acquired for investment and may not be sold, offered
                  for  sale  or  transferred  in  the  absence  of an  effective
                  registration under the Securities Act of 1933, as amended, and
                  any applicable state securities laws, or an opinion of counsel
                  satisfactory   in  form   and   substance   to   counsel   for
                  iShopper.com,  Inc. that the transaction shall not result in a
                  violation of federal or state securities laws."

              1.3 In further  consideration  for the transfer of common stock of
       the Company pursuant to subsection 1.1 hereof, Purchaser and Shareholders
       agree, in proportions  equal to their respective  interests  specified at
       Schedule "A" that 100,000 of the common  shares  described in  subsection
       1.1  hereof,  are  subject  to  escrow  and  shall be  released  in equal
       increments  of 25,000 shares each upon  satisfaction  by Company of those
       performance conditions [to be mutually agreed upon] described at Schedule
       "B" hereto.

       2.  Representations  and Warranties of the Company and Shareholders.  The
Company and Shareholders represent and warrant as follows:

              2.1   Ownership of Stock.

                  a.  Shareholders are, and will be, as of the closing date, the
         sole  owners of all of the  outstanding  shares of the  Company,  which
         shares  are  and  will  be  free  from  any  claims,  liens,  or  other
         encumbrances,  and Shareholders  have the unqualified right to transfer
         said shares.

                  b. The Company's  Shares  constitute  validly issued shares of
         the Company, fully paid and nonassessable.

               2.2  Agreement and Purchaser Shares.

                  a.  Shareholders  acknowledge  that each  Shareholder has been
         supplied  with  this  Agreement  and  that  each is  familiar  with and
         understands its contents.

                  b.   Shareholders   each   represent   and  warrant  that,  in
         determining to acquire the shares of Purchaser,  each has relied solely
         on his own analysis of  information  obtained from Purchaser and on the
         advice  of  Shareholder's   legal  counsel  and  accountants  or  other
         financial  advisors  with  respect  to the tax and  other  consequences
         involved in acquiring Purchaser Shares.

                  c. Each  Shareholder  understands  and  acknowledges  that the
         Purchaser  Shares will be governed by the terms and  conditions  of the
         Agreement.

                  d. Each Shareholder represents and warrants that the Purchaser
         Shares  being  acquired  will be acquired  for each  Shareholder's  own
         account  without a view to public  distribution  or resale  and that no
         Shareholder has any contract, undertaking, agreement, or arrangement to
         sell or otherwise  transfer or dispose of any  Purchaser  Shares or any
         portion thereof to any person;

                  e. Each  Shareholder  represents  and warrants that he/she (i)
         can  bear  the  economic  risk of the  purchase  of  Purchaser  Shares,
         including  the  loss of his or her  entire  investment,  (ii)  has such
         knowledge and  experience  in business and  financial  matters as to be
         capable  of  evaluating  the  merits  and  risks  of an  investment  in
         Purchaser Shares, (iii) understands that there is no guarantee that the
         actual  performance of Purchaser under any circumstances will match any
         projections which may have been made, and that such actual  performance
         may  differ   substantially  from  what  is  represented  in  any  such
         projections.

                  f. Each  Shareholders  acknowledges  and understands  that the
         Purchaser  Shares  have not been  registered  under the 1933 Act or the
         securities   laws  of  any  state  and  are   subject  to   substantial
         restrictions on transfer as described in the Agreement.

                  g. Each  Shareholder  agrees and represents that  Shareholders
         will  not  sell or  otherwise  transfer  ownership  or  dispose  of any
         Purchaser  Shares or any  portion  thereof  unless  (i) such  Purchaser
         Shares  are  registered  under  the 1933 Act and any  applicable  state
         securities  laws or Shareholder  obtains an opinion of counsel which is
         satisfactory  to Purchaser  that such  Purchaser  Shares may be sold in
         reliance on an exemption from such registration requirements,  and (ii)
         the transfer is otherwise made in accordance with this Agreement.

                  h. Each  Shareholder  understands  that (i)  Purchaser  has no
         obligation or intention to register any Purchaser  Shares for resale or
         transfer under the 1933 Act or any state securities laws or to take any
         action   (including  the  filing  of  reports  or  the  publication  of
         information  as  required  by Rule 144 under the 1933 Act) which  would
         make available any exemption from the registration  requirements of any
         such laws and (ii) Shareholders therefore may be precluded from selling
         or otherwise  transferring  ownership of or disposing of any  Purchaser
         Shares or any portion  thereof for an  indefinite  period of time or at
         any particular time.

                  i.  Each  Shareholder   acknowledges   that  he/she  has  been
         encouraged to rely upon the advice of  Shareholder's  legal counsel and
         accountants  or other  financial  advisors  with respect to the tax and
         other  considerations  relating to the purchase of Purchaser Shares and
         has been  offered,  during the  course of  discussions  concerning  the
         acquisition of Purchaser Shares,  the opportunity to ask such questions
         and  inspect  such  documents  (including  the  books and  records  and
         financial statements) concerning Purchaser and its business and affairs
         as Shareholder  has requested so as to understand more fully the nature
         of the  investment  and  to  verify  the  accuracy  of the  information
         supplied.

                  j.  Each   Shareholder   represents   and  warrants  that  (i)
         Shareholder  is at least 21 years of age; (ii)  Shareholder is a United
         States citizen;  (iii)  Shareholder has adequate means of providing for
         Shareholder's   current   needs  and   personal   contingencies;   (iv)
         Shareholder has no need for liquidity in Shareholder's investments; (v)
         Shareholder  maintains  his or her  principal  residence at the address
         shown in Schedule A; and (vi) all  investments  in and  commitments  to
         non-liquid  investments are, and after the purchase of Purchaser Shares
         will be,  reasonable in relation to Shareholder's net worth and current
         needs.

                  k.  Each  Shareholder  acknowledges  and  understands  that no
         federal  or  state  agency   including  the   Securities  and  Exchange
         Commission or the securities commission or authorities of any state has
         approved or disapproved the Purchaser  Shares,  passed upon or endorsed
         the merits of any offering,  or made any finding or determination as to
         the fairness of the Purchaser Shares for public investment.

                  l. Each  Shareholder  acknowledges  and  understands  that the
         Purchaser  Shares  are being  offered  and sold under the terms of this
         Agreement  in  reliance on specific  exemptions  from the  registration
         requirements  of federal and state laws and that  Purchaser  is relying
         upon  the  truth  and  accuracy  of  the  representations,  warranties,
         agreements,  acknowledgments,  and  understandings  set forth herein in
         order  to  determine  the  Shareholders'  suitability  to  acquire  the
         Purchaser Shares.

                  m.  Each   Shareholder   represents   and  warrants  that  the
         information set forth herein concerning or relating to such Shareholder
         is true and correct.

                  n. Each  Shareholder  represents and warrants that Shareholder
         is an  "accredited  investor"  as that term is defined in  Regulation D
         promulgated  under the Securities Act of 1933 (the "1933 Act"), in that
         he or she (i) has an individual net worth,  or joint net worth with his
         or her  spouse,  of at least  $1,000,000,  or (ii)  has had  individual
         income in excess of  $200,000,  or joint  income  with his or spouse in
         excess of $300,000, in each of the last two years, and has a reasonable
         expectation of reaching the same income level in the current year.

       3.  Representations  and Warranties of the Company and Shareholders.  The
Company and all Shareholders represent and warrant as follows:

              3.1   Organization and Authority.

                    a. The  Company 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.

                    b. The  outstanding  shares of the  Company  are legally and
              validly issued, fully paid and nonassessable.

                    c. The minute  book of the  Company  made  available  to the
              Purchaser  contains the Articles of  Incorporation of the Company,
              Bylaws,  and  complete  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.

              3.2  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  Company  or  its
       subsidiaries,  if any,  or  Shareholders,  or  their  respective  assets,
       properties,  or  business,  nor does the  Company,  its  subsidiaries  or
       Sharehodlers  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  Shareholders  are a party adverse to the Company or any of its
       subsidiaries or has a material  interest adverse to the Company or any of
       its subsidiaries.

              3.3 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 that date. All tax returns of any kind required to be filed
       have been filed and the taxes paid or accrued.

              3.4 Prior Business of Totalinet.  All of the information contained
       in the books and records of Company and all other  predecessor  entities,
       complete  copies of which have been furnished to the Purchaser,  are true
       and  correct  in all  material  respects  and do not  contain  any untrue
       statement of material fact or omit a material fact  necessary to make the
       statement contained therein not misleading.

              3.5 Leases.  The Company has  disclosed  to  Purchaser  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 Purchaser at the
       Closing.

              3.6 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.

              3.7   Employment   Agreements.   The  Company  has  no  employment
       agreements  in force or effect as of the Closing  Date,  except as and to
       the extent specifically  disclosed at Schedule C hereto.  Notwithstanding
       the foregoing, Purchaser acknowledges that it is the Company's desire and
       intent,  after the date of closing, to enter into agreements with certain
       key individuals, identified at Schedule C, under key terms and conditions
       also  set  forth  in  said  Schedule  C and  Purchaser  consents  to such
       employment plans. The Company further represents and confirms that it has
       obtained  or,  by  the  closing  date,   shall  obtained   agreements  of
       confidentiality   and  nondisclosure  from  all  current  employees  and,
       furthermore,  that his has obtained or, by the closing  date,  shall have
       obtained  from  all key  employees  agreements  not to  compete  with the
       Company  while  employed  by Company or for a period of three years after
       the   termination  of  employment,   for  any  reason,   and  within  any
       geographical  market in which the Company is actively engaged at any time
       over the period of employment.

              3.8 Accuracy of All Statements Made by Company.  No representation
       or warranty by the Company and the  Shareholders 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 Shareholders  pursuant to
       this  Agreement,  nor  any  document  or  certificate  delivered  to  the
       Purchaser  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.

All  foregoing  representations  and  warranties  shall  survive  closing of the
purchase hereunder.

       4.  Representations  and  Warranties  of  the  Purchaser.  The  Purchaser
represents and warrants as follows:

              4.1 Organization and Good Standing. The Purchaser 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.

              4.2 Performance of this  Agreement.  The execution and performance
       of this Agreement and the issuance of stock contemplated hereby have been
       authorized by the board of directors of the Purchaser  and, if necessary,
       by Purchaser's shareholders.

              4.3  Financials.  True copies of the  financial  statements of the
       Purchaser  consisting  of the balance  sheets as of the fiscal year ended
       December 31, 1999,  and  statements  of  operations,  statements  of cash
       flows,  and statements of  stockholder's  equity for said fiscal year and
       for the one-month  period ending January 31, 2000, have been delivered by
       the  Purchaser to the Company.  These  statements  have been examined and
       certified by Crouch,  Bierwolf & Chisholm,  Certified Public Accountants.
       Said financial  statements are true and correct in all material  respects
       and  present  an  accurate  and  complete  disclosure  of  the  financial
       condition of the Purchaser as of December 31, 1999,  and the earnings for
       the periods  covered,  in accordance with generally  accepted  accounting
       principles applied on a consistent basis.

              4.4  Liabilities.   There  are  no  material  liabilities  of  the
       Purchaser,  whether  accrued,  absolute,  contingent or otherwise,  which
       arose or  relate  to any  transaction  of the  Purchaser,  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 Purchaser.

              4.5  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  Purchaser  or  its
       subsidiaries,  if any, or their assets, properties, or business, nor does
       the Purchaser 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.

              4.6 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  Purchaser,  and there are no unpaid
       taxes which are, or could become a lien on the  properties  and assets of
       the Purchaser. All tax returns of any kind required to be filed have been
       filed and the taxes paid or accrued.

              4.7 Legality of Shares to be Issued. The shares of common stock of
       the  Purchaser  to be  delivered  pursuant  to  this  Agreement,  when so
       delivered,  will have been duly and validly  authorized and issued by the
       Purchaser and will be fully paid and nonassessable.

              4.8 No Covenant as to Tax Consequences. It is expressly understood
       and agreed that neither the Purchaser 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.

              4.9  Accuracy  of  All  Statements  Made  by  the  Purchaser.   No
       representation  or warranty by the Purchaser in this  Agreement,  nor any
       statement,  certificate,  schedule or exhibit  hereto  furnished or to be
       furnished by the Purchaser  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.

       5. Conditions  Precedent to the Purchaser's  Obligations.  Each and every
obligation of the Purchaser 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
       or given on their behalf hereunder 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,
       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  Purchaser  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 Purchaser herewith.

              5.4 Time Limit on Closing. Closing shall have taken place by March
       31, 2000.

       6.   Conditions   Precedent  to   Obligations  of  the  Company  and  the
Shareholder. Each and every obligation of the Company and the Shareholders 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 Purchaser in this  Agreement or given on its
       behalf hereunder 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  Purchaser  to conduct its
       business.

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

              6.4 Time Limit on Closing. Closing shall have taken place by April
       7, 2000.

       7.     Security Act Provisions.

              7.1  Restrictions  on  Disposition  of  Shares.  The  Shareholders
       jointly and severally  covenant and warrant that the shares  received are
       acquired for their own accounts and not with the present view towards the
       distribution thereof and that they will not dispose of such shares 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  Purchaser,  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 common stock
       of the  Purchaser  at the  time of  distribution  of such  shares  by the
       Company 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 Purchaser 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 Purchaser  may require in order to evidence the private  offering
       character of the  distribution of shares made pursuant to this Agreement.
       The  Shareholders   represent  that  they  have  each  received  adequate
       information  about the  business  and  history of the  Purchaser  and the
       financial  statements  of the  Purchaser,  and all  other  documents  and
       disclosures  required or  requested  by  Shareholders.  Unless  otherwise
       designated to the Purchaser,  the  Shareholders  represent that they have
       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 the Shareholder is of such proportion that
       the total cost of each  Shareholder's  commitment in the shares would not
       be material when compared with the total financial capacity of each. Each
       Shareholder  understand  that he/she must bear the  economic  risk of the
       investment  for an  indefinite  period of time  because  the shares to be
       issued  by  the  Purchaser  hereunder  have  not  been  registered  under
       applicable  securities laws and therefore  cannot be sold 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;  and that stop transfer  instructions will be placed
       upon such shares with the transfer agent of the Purchaser concerning such
       restrictions.

              7.3 Notice of Limitation Upon  Disposition.  The  Shareholders and
       each of them represent that they are aware that the shares distributed to
       them will not have been  registered  pursuant  to the  Securities  Act of
       1933,  as amended;  and,  therefore,  under current  interpretations  and
       applicable  rules, they may have to retain such shares for a period of as
       long as two years and at the  expiration of such period such 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  Purchaser  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 shares of the Purchaser.

       8. Appointment of New Officers and Directors.  Upon and as a condition of
closing this Agreement:

              8.1 At closing the  Purchaser  will  deliver the  resignations  of
       Richard Scavia,  as directors  and/or officers of the Purchaser,  and any
       other persons who may be officers or directors of the Purchaser as of the
       date of closing as officers.

       9. Closing.

              9.1 Time and Place.  The closing of this  transaction  ("closing")
       shall take place at the offices of the Company, Friday, April 7, 2000, or
       at such other time and place as the parties hereto shall agree upon. Such
       date is referred to in this agreement as the "closing date."

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

                    a.  Certificates for the number of shares of common stock of
              the  Company in the manner and form  required by  subsection  1.1.
              hereof.

                    b.  Such  other  documents  of  transfer,   certificates  of
              authority  and other  documents as the  Purchaser  may  reasonably
              request.

              9.3 Documents To Be Delivered by the Purchaser. At the closing the
       Purchaser shall deliver to the Company and the Shareholders the following
       documents:

                    a.  Certificates for the number of shares of common stock of
              the Purchaser as determined in subsection 1.2. hereof.

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

       10.  Publicity.  The parties  agree that no  publicity,  release or other
public  announcement  concerning the transaction  contemplated by this letter of
intent 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.  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.

       12. Assignment. This Agreement may not be assigned in whole or in part by
the  parties  hereto  without  the prior  written  consent of the other party or
parties, which consent shall not be unreasonably withheld.

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

       14. 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.

       15. 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.

       16. Survival of Covenants, Representations and Warranties. 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 the Closing.

       17. Further Action.  The parties hereto agree to execute and deliver such
additional  documents  and to take  such  other  and  further  action  as may be
required to carry out fully the transaction(s) contemplated herein.

       18. 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.

       19. 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.

       20. 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.

       21. 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  Stock
Exchange Agreement as of the day and year first above written.

PURCHASER:                              iSHOPPER.com, INC.



                                         By  /s/  William E. Chipman, Sr.
                                            -------------------------------
                                              William E. Chipman, Sr., [CFO]




COMPANY:                                 TOTALINET, INC.



                                          By: /s/  Richard J. Scavia
                                             ---------------------------
                                             Richard J. Scavia, President

SHAREHOLDERS:                              /s/  Richard J. Scavia
                                          ---------------------------
                                           Richard J. Scavia


                                            /s/  Timothy P. Peck
                                          --------------------------
                                            Timothy P. Peck


<PAGE>

                                  SCHEDULE "A"
                                     TO THE
                            STOCK EXCHANGE AGREEMENT

                         NO. OF SHARES OF          NO. OF SHARES OF
  NAME OF                  THE COMPANY               THE PURCHASER
SHAREHOLDER              TO BE TRANSFERRED            TO BE ISSUED
------------            ------------------         ----------------
Richard Scavia                15,000                    150,000
1482 C Gustavo
El Cajon, CA 92019

Tim Beck                       5,000                     50,000


<PAGE>

                                  SCHEDULE "B"
                                     TO THE
                             STOCK ESCROW AGREEMENT

Shareholders  agree to escrow  100,000  common  shares  pursuant to the issuance
described in subsection 1.1 hereof, and shall be released in equal increments of
25,000 shares each as described below:

25,000  shares  shall be released  upon  conversion  of the entire  iShopper.com
platform to Totalinet.

25,000  shares shall be released upon a total of 2,500 web sites that are hosted
under the new iShopper platform after conversion by December 31, 2000.

25,000 shares shall be released upon all monthly overhead and expenses are to be
covered by hosting fees that are  generated  from the new  iShopper  platform by
December 31, 2000.

25,000 shares shall be released  upon that  Totalinet.net,  Inc's.  revenue will
exceed five million dollars ($5,000,000)  annually,  within two years after date
of closing.


<PAGE>

                                  SCHEDULE "C"
                                     TO THE
                            STOCK EXCHANGE AGREEMENT

NAME  OF
EMPLOYEE
---------

Richard Scavia

Timothy Beck