STOCK EXCHANGE AGREEMENT

       This  Agreement  is entered into as of the date stated below by and among
Uniq  Studios,  Inc.,  a  privately-held  Nevada  corporation  (hereinafter  the
"Company"),  Clayton F. Kearl, Troy Kearl, Devin O. Kearl, and Dusty Kearl,, the
owners  of all  outstanding  shares of the  Company  (the  "Shareholders"),  and
iShopper.com,   Inc.,  a  Nevada  corporation,   dba  IHPR,  Inc.   (hereinafter
"Purchaser").

                                    RECITALS:

       1. The Company is successor in interest to all rights,  title, assets and
business  interests of Uniq Studios,  LLC, and Uniq Multimedia,  LLC, f/k/a Uniq
Enterprises, LLC;

       2. Shareholders own 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 capital shares
of the Company, in exchange solely 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  Shareholders  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  Shareholders  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 Shareholders a total
       of 1,500,000  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 to
       Purchaser 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 shall grant to
       Shareholders,   in  proportions  equal  to  their  respective   interests
       specified  at  Schedule  "A"  options  to  purchase  a total  of  500,000
       additional  restricted shares of Purchaser's common stock, at an exercise
       price equal to 80% of the market bid on Purchaser's  trading shares as of
       close of business on the closing date.  Said options shall vest, in equal
       increments of 250,000 shares each upon  satisfaction  by Company of those
       performance conditions described at Schedule "B" hereto. All such options
       shall  expire  if  not  vested  and  exercised  on  the  earliest  of the
       following:  (a) a date five (5) years from the closing  date;  (b) within
       sixty (60) days after  termination of employment for other than cause; or
       (c) the date of any termination of employment (for cause).

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

              2.1   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 minutes  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.

              2.2 Prior  Business of Uniq. All of the  information  contained in
       the  books  and  records  of  Company  and of  Uniq  Studios,  LLC,  Uniq
       Multimedia,  LLC, 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.   The  Company  has   specifically   disclosed
       obligations  owing under promissory notes assumed by the Company from its
       predecessor  limited liability  companies,  totaling  approximately  $1.5
       million  for past wages owing to, and loans from,  key  employees,  which
       notes are  acknowledged  by Purchaser as  continuing  obligations  of the
       Company, after closing.

              2.3 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.

              2.4 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.

              2.5   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 D hereto.  Notwithstanding
       the foregoing, Purchaser acknowledges that it is the Company's desire and
       intent,  after the date of closing,  to preserve or enter into agreements
       with certain key  individuals,  identified at Schedule D, under key terms
       and conditions also set forth in said Schedule, 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.

              2.6 Ownership of Patent Applications. The Company has acquired and
       holds, by assignment,  for valuable consideration,  all rights, title and
       interest in and to that certain Patent Application now pending before the
       United States Patent and Trademark Office,  identified as Application No.
       09/431,121,  now pending,  originally filed by Troy Kearl, on October 29,
       1999, relating to an "isolated portal interface controller and method for
       a virtual physical key expandable CD-ROM or other data storage device."

              2.7  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.

              2.8 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.

              2.9  Financials.  True copies of the  financial  statements of the
       Company and its predecessor  limited liability  companies,  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  two-month  period
       ending  February  29,  2000,  have  been  delivered  by  the  Company  to
       Purchaser. Said financial statements are true and correct in all material
       respects and present an accurate and complete disclosure of the financial
       condition  of the Company and its  predecessors  as of February 29, 2000,
       and the earnings for the periods  covered,  in accordance  with generally
       accepted accounting principles applied on a consistent basis.  Statements
       examined and certified by Crouch,  Bierwolf & Chisolm,  Certified  Public
       Accountants, will be furnished to Purchaser by May 31, 2000.

              2.10  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 is  successor  in  interest  to, and holds all
         rights, title and interest in and to all assets, business interests and
         good will of Uniq Studios,  LLC and Uniq  Multimedia,  LLC,  f/k/a Uniq
         Enterprises, LLC, all Utah limited liability companies.

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

               2.11 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 rights
         in the Purchaser Shares will be governed by the terms and conditions of
         the Agreement.

              2.12 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.

       3.     Security Act Provisions.

              3.1  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.

              3.2 Evidence of Compliance With Private Offering  Exemption.  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.  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.

                  3.3 Notice of Limitations on 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  or under  the  securities  laws of any  state and are
       subject to  substantial  restrictions  on  transfer as  described  in the
       Agreement. Each Shareholder further 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.  Shareholders
       therefore  understand and acknowledge,  specifically,  that 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.

              3.4 Shareholder Reliance on Professional Counsel. 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.

              3.5 No Government Review or Opinion. 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.

              3.6 Truth of  Representations.  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.   Each   Shareholder   thus  represents  and  warrants  that  the
       information set forth herein  concerning or relating to such  Shareholder
       is true and correct.

       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  Operating  Capital to be Advanced to  Company:  Purchaser  is
       fully informed of and acknowledges the Company's cash flow needs. In that
       connection,  Purchaser  confirms  its  agreement  to  advance  to Company
       sufficient funds (not to exceed  $2,000,000.00 over the remaining portion
       of calendar  year 2000,  with sums beyond that date to be to  determined,
       based on the  Company's  performance).  Such funds are to be dedicated to
       operating  capital and to satisfy or service  note  obligations  owing by
       Company, as disclosed hereunder,  assumed by Company in consideration for
       Company's  acquisition  of title and  interest in all  assets,  property,
       business   interest  and  good  will  of  Uniq  Studios,   LLC  and  Uniq
       Enterprises,  LLC.  Copies of summaries of all said note  obligations are
       attached  hereto as Schedule  "C." All funds thus  advanced are intended,
       and shall be posted,  as loans from Purchaser to the Company and shall be
       repaid from Company's available  operating revenue,  with interest at the
       periodic prime rate published by BankOne, Utah, N.A. As and to the extent
       that  said  funds  are  utilized,  in the  discretion  of  the  Company's
       management  and  directors,   to  pay  down  or  satisfy   existing  loan
       obligations,  Purchaser  shall,  upon  satisfaction  of  said  notes,  be
       subrogated to the rights of the payees thereunder.

              4.3  Financials.  True copies of the  financial  statements of the
       Purchaser  consisting  of the unaudited  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
       have been  delivered  by the  Purchaser to the  Company.  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.  Statements  examined  and  certified by
       Crouch,  Bierwolf  &  Chisolm,  Certified  Public  Accountants,  will  be
       furnished to Shareholders by April 21, 2000.

              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 the desire of the
       parties hereto that this  transaction  be undertaken as a  reorganization
       under Section 368(a)(1)(B) of the Internal Revenue Code, qualifying for a
       tax-free  exchange  of  securities.   Notwithstanding,  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 April
       14, 2000,  unless  otherwise  agreed between the Company and Purchaser in
       writing.

       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
       14, 2000,  unless  otherwise  agreed between the Company and Purchaser in
       writing.

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

              7.1 At closing the Company will deliver the  resignations  of Troy
       Kearl and Dusty Kearl, as directors  and/or officers of the Company,  and
       any other  persons who may be officers or  directors of the Company as of
       the date of closing as officers.

              7.2  Prior  to  closing  the  Purchaser   will  furnish   material
       information  of Shane  Hackett  and  William  Chipman as  nominees  to be
       appointed to fill the vacancies  created by the  foregoing  resignations.
       Clayton  Kearl  shall  remain  as a  director  of the  Company  until his
       successor is duly appointed.

       8. Closing.

              8.1 Time and Place.  The closing of this  transaction  ("closing")
       shall take place at the  offices of  iShopper.com,  Inc.,  8722 South 300
       West, Sandy, Utah 84070 on or before 5:00 p.m.,  Friday,  April 14, 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."

              8.2 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.

              8.3 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.

       9.  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.

       10.  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. 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.

       12.  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.

       13. 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.

       14. 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.

       15. 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.

       16. 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.

       17. 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.

       18. 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.

       19. 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.

       20. 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., CFO


COMPANY:                  UNIQ STUDIOS, INC.



                                    By        /s/
                                        ------------------------------
                                          Troy C. Kearl, President


SHAREHOLDERS:

       /s/                                   /s/
-------------------------------        --------------------------------
 Clayton F. Kearl                               Troy Kearl

      /s/                                    /s/
-------------------------------        --------------------------------
 Devin O. Kearl                                 Dusty Kearl


<PAGE>


                                  SCHEDULE "A"
                                       TO
                            STOCK EXCHANGE AGREEMENT

                            NO. OF SHARES OF                   NO. OF SHARES OF
  NAME OF                    THE COMPANY                        THE PURCHASER
SHAREHOLDER                TO BE TRANSFERRED                    TO BE ISSUED
---------------          --------------------                 -----------------
Clayton F. Kearl              600,000                             600,000

Troy Kearl                    600,000                             600,000

Devin O. Kearl                150,000                             150,000

Dusty Kearl                   150,000                             150,000
                          --------------                       --------------

TOTAL                        1,500,000                           1,500,000


<PAGE>

                                  SCHEDULE "B"
                                       TO
                            STOCK EXCHANGE AGREEMENT

Options  granted  to  Shareholders,  collectively,  to  purchase  up to  500,000
restricted common shares of Purchaser, at an exercise price of 80% of the market
bid price per share as of close of business on the day of closing  shall vest as
follows:

Options to purchase  250,000  shares  (granted as to 100,000  shares for Clayton
Kearl,  100,000 shares for Troy Kearl,  25,000 shares for Devin Kearl and 25,000
shares for Dusty Kearl) shall vest upon the Company's achieving total revenue of
$2.5  million  within  twelve  (12) months (by March 31,  2001) and  profit/loss
breakeven on month-to-month activity.

Options to purchase  250,000  shares  (granted as to 100,000  shares for Clayton
Kearl,  100,000 shares for Troy Kearl,  25,000 shares for Devin Kearl and 25,000
shares for Dusty Kearl) shall vest upon the Company's achieving total revenue of
$7.5 million  within  twenty-four  (24) months (by March 31, 2002) and continued
profitability.


<PAGE>

                                  SCHEDULE "C"
                                       TO
                            STOCK EXCHANGE AGREEMENT

              SUMMARY OF OUTSTANDING UNIQ STUDIOS LOAN OBLIGATIONS

Copies of all promissory  note and related loan  obligations  assumed by Company
from its predecessor limited liability companies, totaling $1,499,981.50, and to
be paid from operating funds advanced by Purchaser to Company, are attached.


<PAGE>

                                  SCHEDULE "D"
                                       TO
                            STOCK EXCHANGE AGREEMENT

Copies of the Company's  employment  agreements with the following key employees
are attached and hereby disclosed:

Name                       Position                           Annual Salary
----                       --------                           -------------

Clayton Kearl              Special Consultant                 $104,000.00

Troy Kearl                 President, COO                     $104,000.00

Devin Kearl                Vice President                     $ 75,400.00

Dusty Kearl                Asst. Designer                     $ 39,000.00


In  addition,  Company  intends to enter  into  employment  agreements  with the
following:

Walter J. Wilcox           Illustrator

Spencer Jacobs             Designer