AGREEMENT AND PLAN OF MERGER

         This  Agreement  and Plan of Merger,  dated as of  October 7, 1999,  is
entered into by and between Sunwalker  Development,  Inc., a Nevada corporation,
with offices at 6975 South Union Park Center,  Sixth Floor,  Midvale,  UT 84047,
("Acquiror") and ECenter, Inc., a Utah corporation, having its principal offices
at 350 South 400 East, Suite 304, Salt Lake City, Utah 84111 (the "Company").

                                   WITNESSETH

         WHEREAS,  the  Company  desires  to merge with and into  Acquiror,  and
Acquiror  desires  to  merge  with the  Company,  so that  Acquiror  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 States of
Utah and Nevada; 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 stock 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  purposes  of  treatment  under the laws and  regulations
governing  federal  income tax,  it is  intended by the parties  hereto that the
Merger  shall  qualify  as a  reorganization  within  the  meaning  of  Sections
368(a)(1)(A)  of the Internal  Revenue Code,  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  herein
contained,  and subject only to the approval of their  respective  shareholders,
the parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

         1.1 The Merger.  At the Effective Date (as defined in Section 1.3), the
Company  shall be  merged  with and into  Acquiror  and the  separate  corporate
existence of the Company  shall  thereupon  cease (the  "Merger"),  and Acquiror
shall be the surviving corporation in the Merger (the "Surviving  Corporation").
The name of the Surviving  Corporation  immediately following the Effective Date
shall be changed to "iShopper.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.  Upon fulfillment or waiver of the conditions  specified in
this  Agreement,  and provided that this  Agreement  has not been  terminated in
accordance  with the  provisions  hereof,  Acquiror and the Company will cause a
Certificate  of Merger in  substantially  the form of Exhibit A attached  hereto
(the  "Certificate  of Merger") to be executed  and filed with the office of the
Division of Corporations and Commercial Code as provided in Section  16-10a-1105
of the Utah Revised  Business  Corporation Act, and Sections 92A.200 and 92A.230
of the Nevada Revised Statutes,  respectively,  and a copy of the Certificate of
Merger,  certified by the above-mentioned  governmental  authorities of Utah and
Nevada shall be properly  recorded by the  Surviving  Corporation  in accordance
with the applicable provisions of the laws of the States of Utah and Nevada.

         1.3 Effective Date of the Merger.  The Merger shall be effective at the
time of the later of the completion of filing of the  Certificate of Merger with
the offices of the States of Utah and Nevada,  referred to in Section 1.2, which
time is herein  sometimes  referred to as the  "Effective  Date." The filings of
such  Certificate  is conditional on final approval of the Plan of Merger by the
shareholders of both Acquiror and Company.

         1.4 Effect of the Merger.  The Merger  shall have the effects set forth
in Sections 16-10a-1106 of the Utah Revised Business Corporation Act and Section
92A.250 of the Nevada Revised Statutes.

         1.5 Further  Assurances.  If at any time after the Effective  Date, the
Surviving  Corporation  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 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  and the Company are fully  authorized  in the name of Acquiror 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 Acquiror, as amended, 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.  From the  Effective  Date,  the Articles of
Incorporation,  as the same may be amended from time to time as provided by law,
separate  and  apart  from  this  Agreement,  shall  be,  and may be  separately
certified as, the Articles of Incorporation of the Surviving Corporation.

         1.7 Bylaws. The Bylaws of the Acquiror,  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 Nevada law,  the  Articles of  Incorporation  of the  Surviving
Corporation or its Bylaws.

         1.8      Directors and Officers.

                  1.8.1  As at  the  Effective  Date,  the  then-existing  Board
         member(s) of Acquiror shall submit  his/their  resignation(s)  from all
         positions with Acquiror. From and after said resignations,  the current
         members  of the Board of  Directors  of the  Company,  as said Board is
         constituted immediately prior to the Effective Date, shall be and shall
         be appointed to, the Board of the Acquiror,  as Surviving  Corporation,
         each of which  member  shall  thereafter  serve until the  successor is
         elected and  qualified,  or until his  earlier  death,  resignation  or
         removal. If on or after the Effective Date a 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.  The Boards of Directors of the  Company's
         wholly-owned  subsidiaries,  iShopper,  Inc. and Outbound  Enterprises,
         Inc., f/k/a Outbound Acquisitions Corp., shall remain as constituted as
         of the Closing Date, as hereafter  identified,  until their  successors
         are  elected and  qualified.  A list of said  directors  is included in
         Section 1.8.1 of the Company's Disclosure Statement.

                  1.8.2 As at the Effective  Date,  each officer of the Acquiror
         shall resign from his/her respective  positions with Acquiror and those
         officers of the Company holding such positions immediately prior to the
         Effective  Date shall be and shall be  appointed  as an officers of the
         Surviving  Corporation  in  the  same  capacity  or  capacities,  until
         successors   are  elected  and  qualified  or  until   earlier   death,
         resignation  or  removal.  A list of officers of the Company and of its
         subsidiaries  is included in Section 1.8.1 of the Company's  Disclosure
         Statement.

         1.9      Conversion.

                  1.9.1 At the Effective  Date,  each  outstanding  share of the
         Company's  voting  common stock (the  "Common  Stock")  (excluding  any
         treasury shares of the Company), shall be converted into and become the
         right to receive  twenty-five  thousandths  (.025)  share of the voting
         common stock of the Acquiror (the "Acquiror Common Stock"). Pursuant to
         the Merger, Acquiror will issue an aggregate total of 125,000 shares of
         Acquiror  Common Stock to the  shareholders  of the Company in exchange
         for all of their shares of stock of the Company. The shares of Acquiror
         to be thus conveyed are post-split  shares,  after the  anticipated and
         authorized  1000-to-1  reverse  stock  split,  approved  by  Acquiror's
         shareholders, effective October 8, 1999.

                  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 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 at 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  Closing.  The closing for the Merger  pursuant to this  Agreement
(the "Closing")  shall be held at 10:00 a.m.,  mountain time, on October 7, 1999
(the "Closing  Date"),  or at such other date and time  specified by Acquiror to
the Company on five days' notice,  but in no event later than November 30, 1999.
The Closing shall occur at the offices of counsel for Company, 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 THE COMPANY

         The Company  hereby  represents,  warrants and covenants to Acquiror as
follows:

         2.1  Corporate   Organization.   The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Utah and has full  corporate  power and authority to carry on its business as it
is now  being  conducted  and to own the  properties  and  assets  it now  owns;
including all subsidiaries.  It is duly qualified and licensed to do business as
a corporation  in good standing in the State of Utah. To date, it has not sought
qualification  or license to do business as a foreign  corporation  in any other
state or jurisdiction. Copies of the Articles of Incorporation and the Bylaws of
the Company heretofore  delivered to Acquiror are complete and correct copies of
such instruments as are presently in effect.

         2.2  Capitalization  of the Company.  As of the date of this Agreement,
the  authorized  capital stock of the Company  consists of 25,000,000  shares of
common stock, no par value per share,  of which 5,000,000  shares are issued and
outstanding.  The Company has  authorized  no  preferred  stock.  All issued and
outstanding  shares of capital  stock of the Company are validly  issued,  fully
paid and  nonassessable.  Except as set forth in Section  2.2 of the  Disclosure
Schedule attached hereto as Schedule A (the "Disclosure Schedule"), 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.

         2.3 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,  except
its  wholly-owned  subsidiaries  and other entities listed in Section 2.3 of the
Disclosure Schedule.

         2.4 Authorization  and Related Matters.  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 stockholders of the
Company  have  taken all action  required  by law,  the  Company's  Articles  of
Incorporation,  its Bylaws 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.

         2.5 No Violation.  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 Bylaws of the Company,  or, except
as  specified  in Section  2.5 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 governmental authority.

         2.6  Financial  Statements.  The Company has  heretofore  delivered  to
Acquiror  consolidated  financial statements of the Company and its subsidiaries
for the 8-month period ended August 31, 1999 (the "Financial Statement"). To the
extent that these statements have not been audited,  audited  statements will be
furnished to Acquiror  within sixty days after the Closing  Date.  The Financial
Statement  and the notes  thereto are true,  complete  and  accurate  and fairly
present the assets, liabilities and financial condition of the Company as of the
date  thereof,  and such  statement  of income and the notes  thereto  are true,
complete  and  accurate  and fairly  present the results of  operations  for the
period therein referred to all in accordance with generally accepted  accounting
principles consistently applied throughout the period involved.

         2.7 Title to Properties;  Encumbrances. The Company has good, valid and
marketable  title to all the  properties  and assets  which it  purports  to own
(real,  personal  and  mixed,  tangible  and  intangible),   including,  without
limitation,  all the properties and assets reflected in the Financial  Statement
and all the properties and assets purchased by the Company since the date of the
Financial  Statement,  which subsequently  acquired properties and assets (other
than  short-term  investments  and  inventory)  are listed in Section 2.7 of the
Disclosure  Schedule.  All such  properties and assets are free and clear of all
title defects or objections, liens, claims, charges, security interests or other
encumbrances of any nature whatsoever,  including,  without limitation,  leases,
chattel mortgages, conditional sales contracts, collateral security arrangements
and other title or interest retention arrangements,  and are not, in the case of
real  property,  subject  to any  rights  of  way,  building  use  restrictions,
exceptions,  variances,  reservations  or limitations  of any nature  whatsoever
except,  with respect to all such properties and assets,  (a) liens shown on the
Financial  Statement as securing specified  liabilities or obligations and liens
incurred in  connection  with the purchase of property  and/or  assets,  if such
purchase was effected after the date of the Financial Statement, with respect to
which no default exists; (b) minor imperfections of title, if any, none of which
is substantial in amount, materially detract from the value or impair the use of
the property subject thereto,  or impair the operations of the Company and which
have arisen only in the  ordinary  course of business and  consistent  with past
practice  since the date of the Financial  Statement;  and (c) liens for current
taxes not yet due.

         2.8 Leases. Section 2.8 of the Disclosure Schedule contains an accurate
and  complete  description  of the  terms of all  leases  pursuant  to which the
Company leases real or personal property.  Except as set forth in Section 2.8 of
the Disclosure  Schedule,  all such leases are valid, binding and enforceable in
accordance  with their  terms,  and are in full force and  effect;  there are no
existing  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 counterpart copies of all consents referred to in the preceding
sentence will be delivered to Acquiror at the Closing.

         2.9 Bank Accounts.  Section 2.9 of the  Disclosure  Schedule sets forth
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,  together  with 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 and  authorization  cards,  pertaining to such
bank accounts.

         2.10 Litigation.  Except as set forth in Section 2.10 of the Disclosure
Schedule,  there is no action, suit, inquiry,  proceeding or investigation by or
before any court or governmental or other regulatory or administrative agency or
commission pending or, to the best knowledge of the Company,  threatened against
or involving the Company,  or which challenges the validity of this Agreement or
any action taken or to be taken by the Company  pursuant to this Agreement or in
connection with the transactions  contemplated  hereby; and the Company does not
know  or have  any  reason  to know of any  valid  basis  for any  such  action,
proceeding or investigation.

         2.11 Consents and Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or regulatory  authority is required to be obtained or made by the
Company in  connection  with the  execution,  delivery and  performance  of this
Agreement or the consummation of the transactions contemplated hereby.

         2.12  Consents.  Merger is  conditional on the consent of the Company's
shareholders. No consent of any other person is necessary to the consummation of
the transactions  contemplated hereby, including,  without limitation,  consents
from parties to contracts, leases or other agreements.

         2.13 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.

         2.14 Employment  Agreements.  The Company has employment  agreements in
effect  with  each of the  persons  listed  in  Section  2.14 of the  Disclosure
Schedule.

         2.15  Securities  Law.  The  Company  has less  than 35  non-accredited
investors as  shareholders,  as defined under the  applicable  provisions of the
Securities Act of 1933, as amended (the  "Securities  Act"), and the regulations
promulgated thereunder.

         2.16 No Covenant as to Tax Consequences. It is expressly understood and
agreed,  despite the  statement of intent of the parties set forth  above,  that
neither  the  Company  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.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

         Acquiror  hereby  represents,  warrants and covenants to the Company as
follows:

         3.1 Corporate Organization.  Acquiror is a corporation dully organized,
validly  existing and in good standing under the laws of the State of Nevada and
has full  corporate  power and  authority  to carry on its business as it is now
being conducted and to own the properties and assets it now owns;  including all
subsidiaries.  It is duly qualified and licensed to do business as a corporation
in  good  standing  in  the  State  of  Nevada.  To  date,  it  has  not  sought
qualification  or license to do business as a foreign  corporation  in any other
state or jurisdiction. Copies of the Articles of Incorporation and the Bylaws of
the Acquiror heretofore delivered to the Company are complete and correct copies
of such instruments as are presently in effect.

         3.2  Capitalization.  As of the date of this Agreement,  the authorized
capital stock of Acquiror  consists of 100,000,000  shares of common stock,  par
value $.001 per share, of which  approximately  78,059,156 shares are issued and
outstanding as of October 6, 1999. All such issued and  outstanding  shares have
been duly  authorized and validly  issued and are fully paid and  nonassessable.
The  Acquiror has  authorized  no preferred  stock.  All issued and  outstanding
shares of capital  stock of the  Acquiror  are  validly  issued,  fully paid and
nonassessable.  Except as set forth in Section  3.2 of the  Disclosure  Schedule
attached  hereto  as  Schedule  A  (the  "Disclosure  Schedule"),  there  are no
outstanding (a) securities  convertible  into or  exchangeable  for the Acquiror
capital  stock;  (b) options,  warrants or other rights to purchase or subscribe
for capital stock of the Acquiror or securities convertible into or exchangeable
for capital stock of the Acquiror;  or (c) contracts,  commitments,  agreements,
understandings  or  arrangements  of any kind  relating  to the  issuance of any
capital stock of the Acquiror,  any such convertible or exchangeable  securities
or any such options, warrants or rights. Notwithstanding the foregoing, Acquiror
has  disclosed,  and  Company  acknowledges,  Acquiror's  plans,  by a  proposed
amendment to its Articles of Incorporation,  to effect a 1000-to-1 reverse stock
split.  Shares  committed  and  to  be  issued  to  Company's   shareholders  in
consideration of this merger are to be post-split shares.

         3.3  Subsidiaries.  The Acquiror 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,
except its wholly-owned subsidiaries and other entities listed in Section 3.3 of
the Acquiror's Disclosure Schedule.

         3.4 Authorization and Related Matters.  The Acquiror has full corporate
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  the
transactions  contemplated  hereby,  subject only to shareholder  approval.  The
Board of  Directors  and  stockholders  of the  Acquiror  have  taken all action
required  by law,  the  Acquiror's  Articles  of  Incorporation,  its  Bylaws 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  Acquiror  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.

         3.5 No Violation.  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 Bylaws of the Acquiror, or, except
as  specified  in Section  3.5 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  Acquiror  under,  any  agreement  or  commitment  to which the
Acquiror is a party or by which the Acquiror is bound,  or to which the property
of the  Acquiror  is subject,  or violate  any  statute or law or any  judgment,
decree, order, regulation or rule of any court or governmental authority.

         3.6 Financial Statements.  The Acquiror has heretofore delivered to the
Company an audited financial  statement of the Acquiror and its subsidiaries for
the year ended  December 31, 1998 (the  "Financial  Statement").  The  Financial
Statement  and the notes  thereto are true,  complete  and  accurate  and fairly
present the assets,  liabilities  and financial  condition of the Acquiror as of
the date thereof,  and such  statement of income and the notes thereto are true,
complete  and  accurate  and fairly  present the results of  operations  for the
period therein referred to all in accordance with generally accepted  accounting
principles consistently applied throughout the period involved.

         3.7 Title to Properties; Encumbrances. The Acquiror has good, valid and
marketable  title to all the  properties  and assets  which it  purports  to own
(real,  personal  and  mixed,  tangible  and  intangible),   including,  without
limitation,  all the properties and assets reflected in the Financial  Statement
and all the  properties  and assets  purchased by the Acquiror since the date of
the Financial  Statement,  which  subsequently  acquired  properties  and assets
(other than  short-term  investments and inventory) are listed in Section 3.7 of
the Disclosure  Schedule.  All such  properties and assets are free and clear of
all title defects or objections,  liens, claims, charges,  security interests or
other  encumbrances of any nature  whatsoever,  including,  without  limitation,
leases,  chattel  mortgages,  conditional sales contracts,  collateral  security
arrangements and other title or interest retention arrangements, and are not, in
the  case  of  real  property,  subject  to any  rights  of  way,  building  use
restrictions,  exceptions,  variances, reservations or limitations of any nature
whatsoever  except,  with respect to all such  properties and assets,  (a) liens
shown  on  the  Financial   Statement  as  securing  specified   liabilities  or
obligations  and liens  incurred  in  connection  with the  purchase of property
and/or  assets,  if such  purchase was effected  after the date of the Financial
Statement,  with respect to which no default exists; (b) minor  imperfections of
title, if any, none of which is substantial in amount,  materially  detract from
the value or impair  the use of the  property  subject  thereto,  or impair  the
operations of the Acquiror and which have arisen only in the ordinary  course of
business  and  consistent  with past  practice  since the date of the  Financial
Statement; and (c) liens for current taxes not yet due.

         3.8 Leases. Section 3.8 of the Disclosure Schedule contains an accurate
and  complete  description  of the  terms of all  leases  pursuant  to which the
Acquiror leases real or personal property. Except as set forth in Section 3.8 of
the Disclosure  Schedule,  all such leases are valid, binding and enforceable in
accordance  with their  terms,  and are in full force and  effect;  there are no
existing defaults by the Acquiror  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 counterpart copies of all consents referred to in the preceding
sentence will be delivered to Acquiror at the Closing.

         3.9 Bank Accounts.  Section 3.9 of the  Disclosure  Schedule sets forth
the  names  and  locations  of all  banks,  trust  companies,  savings  and loan
associations  and other financial  institutions at which the Acquiror  maintains
safe  deposit  boxes or accounts of any nature,  together  with the names of all
persons  authorized to draw thereon,  make withdrawals  therefrom or have access
thereto.  At the Closing,  the Acquiror  will deliver to Acquiror  copies of all
records,  including all signature and  authorization  cards,  pertaining to such
bank accounts.

         3.10 No Undisclosed Liabilities. Acquiror does not have any liabilities
or obligations of any nature (absolute,  accrued, contingent or otherwise) which
were  not  fully  reflected  or  reserved  against  in  the  Acquiror  Financial
Statement,  except for  liabilities  and  obligations  incurred in the  ordinary
course of business and consistent with past practice since the date thereof; and
the  reserves  reflected  in the  Acquiror  Financial  Statement  are  adequate,
appropriate and reasonable.

         3.11 Litigation.  Except as set forth in Section 3.11 of the Disclosure
Schedule,  there is no action, suit, inquiry,  proceeding or investigation by or
before any court or governmental or other regulatory or administrative agency or
commission pending or, to the best knowledge of the Acquiror, threatened against
or involving the Acquiror, or which challenges the validity of this Agreement or
any action taken or to be taken by the Acquiror pursuant to this Agreement or in
connection with the transactions  contemplated hereby; and the Acquiror does not
know  or have  any  reason  to know of any  valid  basis  for any  such  action,
proceeding or investigation.

         3.12 Consents and Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or regulatory  authority is required to be obtained or made by the
Acquiror in connection  with the  execution,  delivery and  performance  of this
Agreement or the consummation of the transactions contemplated hereby.

         3.13 Consents.  Except for pending approval by Acquiror's shareholders,
no consent of any person is necessary to the  consummation  of the  transactions
contemplated  hereby,  including,  without limitation,  consents from parties to
contracts, leases or other agreements.

         3.14 Brokers and Finders. Neither the Acquiror 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.

         3.14 Employment  Agreements.  The Acquiror has employment agreements in
effect  with  each of the  persons  listed  in  Section  3.14 of the  Disclosure
Schedule.

         3.15 Securities  Law.  Acquiror has complied with all of the applicable
provisions  of the  Securities  Act  and  applicable  state  securities  laws in
connection  with its raising of funds for  Acquiror  and has no knowledge of any
violation thereof.

         3.16  Legality  of Shares to be Issued.  The shares of common  stock of
Acquiror  to be  delivered  and  exchanged  for  shares of  common  stock of the
Company,  when so  delivered,  will have been duly and  validly  authorized  and
issued by Acquiror and will be fully paid and nonassessable.

         3.17 No Covenant as to Tax Consequences. It is expressly understood and
agreed,  despite the  statement of intent of the parties set forth  above,  that
neither  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.

                                   ARTICLE IV
                     CONDITIONS TO THE COMPANY'S OBLIGATIONS

         Each and every  obligation  of the Company  under this  Agreement to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before  the  Closing,  of each of the  following  conditions,  unless  waived in
writing by the Company:

         4.1 Representations and Warranties.  The representations and warranties
of Acquiror contained in Article III hereof, the Disclosure  Schedule and in all
certificates  and other  documents  delivered and to be delivered by Acquiror to
the Company or its  representatives  pursuant  hereto or in connection  with the
transactions  contemplated  hereby  shall be in all material  respects  true and
accurate  as of the date when made and as and as of the  Closing as though  such
representations  and  warranties  were made at and as of such  date,  except for
changes expressly permitted or contemplated by the terms of this Agreement.

         4.2  Performance.  Acquiror  shall have performed and complied with all
agreements,  obligations  and  conditions  required  by  this  Agreement  to  be
performed or complied with by it on or prior to the Closing.

         4.3  Shareholder  Approval.  If and to the extent  required to do so by
applicable and governing  state law, the Company's and  Acquiror's  shareholders
shall have  approved  the  transactions  contemplated  by this  Agreement in the
manner required by applicable state law.

         4.4  No  Litigation  or  Governmental  Proceeding.   No  suit,  action,
investigation,  inquiry or other proceeding before any court or by or before any
governmental  body or other person or legal or  administrative  proceeding shall
have  been  commenced  or  threatened  against  Acquiror,  its  subsidiaries  or
affiliates, or its shareholders,  officers or directors, or any of them, seeking
to  restrain,  prevent  or  change  the  transactions  contemplated  hereby,  or
questioning  the  validity  or  legality  of any such  transactions,  or seeking
damages in connection with any of such transactions.

         4.5  Proceedings.  All  proceedings to be taken in connection  with the
transactions  contemplated  by this  Agreement  by  Acquiror  and all  documents
incident thereto shall be reasonably satisfactory to the Company and its counsel
and the Company  shall have  received a true,  correct and complete  copy of all
such  documents and other  evidence as the Company or its counsel may reasonably
request in order to establish  the  consummation  of such  transactions  and the
taking of all proceedings in connection therewith.

         4.6 Employment  Agreements.  Acquiror shall have assumed the employment
agreements  between  the  Company  and/or  its  subsidiaries,  and each of those
employees identified in the Section 2.14 of the Company's Disclosure Statement.

         4.7   Securities   Laws.   Acquiror  shall  prepare  and  distribute  a
subscription  agreement or private placement  memorandum to all of the Company's
shareholders   prior  to  the  holding  of  the  Closing  of  the   transactions
contemplated  by this Agreement in compliance  with Regulation D issued pursuant
to the Securities Act of 1933, as amended.

         4.8  Certificates.  Acquiror shall have furnished the Company with such
certificates  of their  officers  and  others to  evidence  compliance  with the
conditions  set forth in this Article IV as may be  reasonably  requested by the
Company.

                                    ARTICLE V
                      CONDITIONS TO OBLIGATIONS OF ACQUIROR

         Each and every  obligation  of  Acquiror  under  this  Agreement  to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before the  Closing,  of each of thee  following  conditions,  unless  waived in
writing by Acquiror:

         5.1  Representations  and  Warranties  True.  The  representations  and
warranties  contained in Article II hereof,  the Disclosure  Schedule and in all
certificates and other documents delivered and to be delivered by the Company to
Acquiror or their  representatives  pursuant  hereto or in  connection  with the
transactions  contemplated  hereby  shall  be in  all  material  respects  true,
complete and accurate as of the date when made and at and as of the Closing Date
as though such  representations and warranties were made at and as of such date,
except for changes  expressly  permitted  or  contemplated  by the terms of this
Agreement.

         5.2 Performance. The Company shall have performed and complied with all
agreements,  obligations  and  conditions  required  by  this  Agreement  to  be
performed or complied with by it on or prior to the Closing.

         5.3  Shareholder  Approval.  The Company's and Acquiror's  shareholders
shall have  approved  the  transactions  contemplated  by this  Agreement in the
manner required by applicable state law.

         5.4  No  Litigation  or  Governmental  Proceeding.   No  suit,  action,
investigation,  inquiry or other proceeding before any court or by or before any
governmental  body or other person or legal or  administrative  proceeding shall
have been  commenced or  threatened  against the Company,  its  subsidiaries  or
affiliates, or its shareholders,  officers or directors, or any of them, seeking
to  restrain,  prevent  or  change  the  transactions  contemplated  hereby,  or
questioning  the  validity  or  legality  of any such  transactions,  or seeking
damages in connection with any of such transactions.

         5.5  Proceedings.  All  proceedings to be taken in connection  with the
transactions  contemplated  by this  Agreement by the Company and all  documents
incident  thereto shall be reasonably  satisfactory  to Acquiror and its counsel
and Acquiror  shall have received a true,  correct and complete copy of all such
documents and other evidence as Acquiror or its counsel may  reasonably  request
in order to establish the  consummation of such  transactions  and the taking of
all proceedings in connection therewith.

         5.6 Certificates.  The Company shall have furnished  Acquiror with such
certificates  of their  officers  and  others to  evidence  compliance  with the
conditions  set  forth in this  Article  V as may  reasonably  be  requested  by
Acquiror.

                                   ARTICLE VI
          CONDUCT OF THE COMPANY'S BUSINESS PENDING THE EFFECTIVE DATE

         Pending  the  Closing,  and from  and  after  the  Closing,  until  the
Effective  Date, and except as otherwise  expressly  consented to or approved by
Acquiror in writing:

         6.1 Regular Course of Business.  The Company will carry on its business
diligently and substantially in the same manner as heretofore conducted, and the
Company  shall not  incur any  liabilities,  except  in the  ordinary  course of
business

         6.2 Amendments. No change or amendment shall be made in the Articles of
Incorporation  or Bylaws of the Company,  except as such changes may be approved
by Acquiror.

         6.3 Capital Changes; Dividends; Redemptions. The Company will not issue
or sell any shares of its capital stock or other securities, acquire directly or
indirectly,  by redemption or otherwise,  any such capital stock,  reclassify or
split-up any such capital stock,  declare or pay any dividends  thereon in cash,
securities  or  other  property  or make any  other  distribution  with  respect
thereto, or grant or enter into any options,  warrants,  calls or commitments of
any kind with respect thereto.

         6.4  Subsidiaries.  The Company will not  organize any new  subsidiary,
acquire any capital  stock or other  equity  securities  of any  corporation  or
acquire any equity or ownership interest in any business, except to complete the
acquisition of Outbound  Enterprises,  Inc., to the extent not yet closed, under
terms  disclosed to Acquiror and pursuant to that form of Agreement  and Plan of
Merger attached hereto as Exhibit B.

         6.5  Organization.  The Company  shall use its best efforts to preserve
its corporate existence and business  organization  intact, to keep its officers
and key  employees  available  to  Acquiror,  and to preserve  for  Acquiror its
relationships  with  licensors,  suppliers,  distributors,  customers and others
having business relations with it and/or with its subsidiaries.

                                   ARTICLE VII
            CONDUCT OF ACQUIROR'S BUSINESS PENDING THE EFFECTIVE DATE

         Pending  the  Closing,  and from  and  after  the  Closing,  until  the
Effective  Date, and except as otherwise  expressly  consented to or approved by
the Company in writing:

         7.1 Regular Course of Business. The Acquiror will carry on its business
diligently and substantially in the same manner as heretofore conducted, and the
Acquiror  shall not  incur any  1iabilities,  except in the  ordinary  course of
business

         7.2 Amendments. No change or amendment shall be made in the Articles of
Incorporation or Bylaws of the Acquiror.

         7.3 Capital  Changes;  Dividends;  Redemptions.  The Acquiror  will not
issue or sell any  shares  of its  capital  stock or other  securities,  acquire
directly or  indirectly,  by redemption or  otherwise,  any such capital  stock,
reclassify  or split-up any such  capita1  stock,  declare or pay any  dividends
thereon in cash,  securities  or other  property or make any other  distribution
with respect  thereto,  or grant or enter into any options,  warrants,  calls or
commitments of any kind with respect thereto.

         7.4  Subsidiaries.  The Acquiror will not organize any new  subsidiary,
acquire any capital  stock or other  equity  securities  of any  corporation  or
acquire any equity or ownership interest in any business, except to cooperate in
the Company's acquisition of Outbound  Enterprises,  Inc., to the extent not yet
closed, under terms disclosed to Acquiror and pursuant to that form of Agreement
and Plan of Merger between  ECenter,  Inc.,  Outbound  Acquisitions  Corp.,  and
Outbound Enterprises, Inc., attached hereto as Exhibit B.

         7.5  Organization.  The Acquiror shall use its best efforts to preserve
its  corporate  existence and business  organization  intact and to preserve its
existing relationships with licensors,  suppliers,  distributors,  customers and
others having business relations with it or with its subsidiaries.

                                  ARTICLE VIII
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         8.1  Survival  of  Terms.  All of the  terms  and  conditions  of  this
Agreement,  together with the warranties,  representations  and covenants herein
(including  but not limited to those  specifically  set forth  under  Article IX
below), or in any instrument or document  delivered or to be delivered  pursuant
to this Agreement, shall survive the execution of this Agreement and the Closing
notwithstanding  any investigation  heretofore or hereafter made by or on behalf
of any party hereto, for a period of six (6) years; provided,  however, that (a)
the  agreements  and  covenants  set forth in this  Agreement  shall survive and
continue until all  obligations  set forth therein shall have been performed and
satisfied; and (b) all representations and warranties shall survive and continue
for,  and all  claims  with  respect  thereto  shall be made prior to the end of
twenty-four (24) months from the Effective Date.

         8.2  Indemnification  by the  Company.  Subject to Section  8.1 hereof,
Acquiror  and  its  respective  officers,  directors,  employees,  shareholders,
counsel,  accountants  and  subsidiaries  shall be indemnified and held harmless
unconditionally  by the Company at all times  after the date of this  Agreement,
against and in respect of any and all damages, losses, claims, costs or expenses
resulting from, or in any respect of, any misrepresentation, breach of warranty,
or  nonfulfillment  of any  obligation  on the part of the  Company  under  this
Agreement,  any document relating hereto or thereto or contained in any Schedule
to  this  Agreement  or from  any  misrepresentation  in or  omission  from  any
certificate,  schedule, or other instrument furnished by the Company to Acquiror
hereunder;  provided, however, that the Company shall not have any obligation to
indemnify the parties set forth in this Section  unless such  parties'  damages,
losses,  claims,  costs or  expenses  covered by the  indemnification  hereunder
exceed $25,000 in the aggregate and Acquiror  makes a claim for  indemnification
in writing by reason thereof prior to the date one year from the Effective Date,
and the Company shall not have any  liability  hereunder in excess of a total of
$50,000.

         8.3  Indemnification  by Acquiror.  Subject to Section 8.1 hereof,  the
Company  and  its  respective  officers,  directors,  employees,   shareholders,
counsel,  accountants  and  subsidiaries  shall be indemnified and held harmless
unconditionally  by  Acquiror  at all times  after  the date of this  Agreement,
against and in respect of any and all damages, losses, claims, costs or expenses
resulting from, or in any respect of, any misrepresentation, breach of warranty,
or  nonfulfillment  of any  obligation  on  the  part  of  Acquiror  under  this
Agreement,  any document relating hereto or thereto or contained in any Schedule
to  this  Agreement  or from  any  misrepresentation  in or  omission  from  any
certificate,  schedule, or other instrument furnished by Acquiror to the Company
hereunder;  provided,  however,  that Acquiror  shall not have any obligation to
indemnify the parties set forth in this Section  unless such  parties'  damages,
losses,  claims,  costs or  expenses  covered by the  indemnification  hereunder
exceed   $25,000  in  the   aggregate   and  the  Company   makes  a  claim  for
indemnification in writing by reason thereof prior to the date one year from the
Effective Date, and Acquiror shall not have any liability hereunder in excess of
a total of $50,000.

         8.4 Third-Party Claims.

                  8.4.1  Except as  otherwise  provided in this  Agreement,  the
         following    procedures   shall   be   applicable   with   respect   to
         indemnification for third-party  claims.  Promptly after receipt by the
         party seeking indemnification hereunder (hereinafter referred to as the
         "Indemnitee")  of  notice  of the  commencement  of any  action  or the
         assertion  of any  claim,  liability  or  obligation  by a third  party
         (whether by legal process or otherwise), against which claim, liability
         or  obligation  the  other  party to this  Agreement  (hereinafter  the
         "Indemnitor") is, or may be, required under this Agreement to indemnify
         such  Indemnitee,  the Indemnitee will, if a claim thereon is to be, or
         may be, made against the  Indemnitor,  notify the Indemnitor in writing
         of the commencement or assertion thereof and give the Indemnitor a copy
         of such claim,  process and all loyal  pleadings.  The Indemnitor shall
         have the  right to  participate  in the  defense  of such  action  with
         counsel of reputable  standing.  The Indemnitor shall have the right to
         assume the defense of such action  unless such action (i) may result in
         injunctions or other equitable remedies in respect of the Indemnitee or
         its business;  (ii) may result in liabilities  which,  taken with other
         than  existing  claims  under  this  Article  VIII,  would not be fully
         indemnified  hereunder;  or (iii)  may have an  adverse  impact  on the
         business or financial  condition of the Indemnitee  after the Effective
         Date (including an effect on the tax  liabilities,  earnings or ongoing
         business  relationships  of the  Indemnitee).  The  Indemnitor  and the
         Indemnitee  shall cooperate in the defense of such claims.  In the case
         that the Indemnitor  shall assume or participate in the defense of such
         proceeding as provided  herein,  the Indemnitee shall make available to
         Indemnitor  all  relevant  records and take such other  action and sign
         such  documents as are necessary to defend such  proceeding in a timely
         manner. If the Indemnitee shall be required by judgment or a settlement
         agreement to pay any amount in respect of any  obligation  or liability
         against which the  Indemnitor  has agreed to indemnify  the  Indemnitee
         under this  Agreement,  the  Indemnitor  will  promptly  reimburse  the
         Indemnitee  in an amount  equal to the amount of such  payment plus all
         reasonable  expenses  (including  reasonable  legal fees and  expenses)
         incurred by such  Indemnitee  in  connection  with such  obligation  or
         liability subject to Article VIII hereof.

         8.5 Prior to paying or settling any claim  against  which an Indemnitor
is, or may be,  obligated  under this Agreement to indemnify an Indemnitee,  the
Indemnitee  must  first  supply  the  Indemnitor  with a copy of a  final  court
judgment  or  decree  holding  the  Indemnitee  liable  on such  claim  or other
operative  instrument,  and must first receive the written approval of the terms
and  conditions  of such  settlement  from  the  Indemnitor.  An  Indemnitor  or
Indemnitee  shall have the right to settle any claim against it,  subject to the
prior written  approval of the other,  which approval shall not be  unreasonably
withheld or delayed.

         8.6 The  Indemnitee  shall have the right to employ its own  counsel in
any case,  but the fees and expenses of such counsel  shall be at the expense of
the  Indemnitee  unless  (i) the  employment  of such  counsel  shall  have been
authorized in writing by the  Indemnitor in connection  with the defense of such
action or claim,  (ii) the  Indemnitor  shall not have  employed  counsel in the
defense of such action or claim, or (iii) such Indemnitee  shall have reasonably
concluded  that there may be defenses  available to it which are contrary to, or
inconsistent  with,  those available to the  Indemnitor,  in any of which events
such  fees  and  expenses  of not  more  than  one  additional  counsel  for the
indemnified parties shall be borne by the Indemnitor.

                                   ARTICLE IX
                                    COVENANTS

         9.1 Change of Name.  If not  earlier  effected  by  Acquiror,  upon the
Closing Date, or as soon  thereafter  as is reasonably  possible,  Acquiror will
cause its name to be changed to iShopper.com, Inc. The parties agree to take all
steps as are necessary or appropriate to effectuate such name change,  including
the acquisition  from Company or its  subsidiaries  written  confirmation of the
royalty-free rights and license to use said name.

         9.2.  Limitations  of  Subsequent  Corporate  Actions.  It is expressly
understood and agreed that  Acquiror,  and its  affiliates,  will take all steps
necessary to insure that, from the date hereof and prior to the date of Closing,
and for a period of eighteen months after the date of Closing, there shall be no
reverse split of Acquiror's stock and that the assets transferred to Acquiror as
a part of Acquiror's  purchase of the Company,  shall remain in place as part of
the business operations.

                                    ARTICLE X
                            SECURITIES ACT PROVISIONS

         10.1 Notice of Limitation  Upon  Disposition.  Each party is aware that
neither  the shares of the Company  nor the shares of  Acquiror,  for which said
shares  may be  exchanged,  upon and after  Closing,  will have been  registered
pursuant to the Securities Act of 1933, as amended and, therefore, under current
interpretations  and applicable  rules, the  shareholders  will probably have to
retain  such shares for a period of at least one year and at the  expiration  of
such one-year period, 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
Act of 1933, as amended, or other public disclosure requirements,  and the other
limitations  imposed  thereby  on the  disposition  of shares  of the  Acquiror.
Additionally,  "affiliates," if any, owning shares will be subject to additional
restrictions limiting sales.

         10.2 Limited Public Market for Shares. The Company and its shareholders
acknowledge  that the common  shares  being  issued  pursuant to this  Agreement
currently have a limited public market in which the shares may be liquidated and
there is no assurance that such public market will grow or develop.

                                   ARTICLE XI
                           TERMINATION AND ABANDONMENT

         This  Agreement  may be  terminated  and the  transaction  contemplated
hereby may be abandoned without liability on the part of any party to any other,
at any time before the closing date, or may be rescinded within thirty (30) days
after closing, as follows:

         (1)  By  mutual   consent  of  Acquiror   and  all  of  the   Company's
Shareholders, as those Shareholders exist as of the date of Closing;

         (2) By the Company if any of the conditions  provided for in Article IV
of this  Agreement  have not been met and have not been waived in writing by the
Company.

         (3) By Acquiror if any of the  conditions  provided for in Article V of
this  Agreement  have  not been met and have  not  been  waived  in  writing  by
Acquiror.

         In the  event of  termination  and  abandonment  by any  party as above
provided in this Article,  or in the event of rescission as provided herein, the
party seeking such termination,  abandonment or rescission shall provide written
notice  thereof to the other party.  In such an event,  each party shall pay its
own expenses  incidental to preparation  for the  consummation of this Agreement
and of the transactions contemplated hereunder.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         12.1 Notices. All notices or other communications required or permitted
to be  given  pursuant  to this  Agreement  shall  be in  writing  and  shall be
considered  as, duly given on (a) the date of delivery,  if delivered in person,
by nationally recognized overnight delivery service or by facsimile or (b) three
days  after  mailing if mailed  from  within the  continental  United  States by
registered or certified mail,  return receipt requested to the party entitled to
receive the same. Notices to the Company shall be addressed as follows:

                  12.1.1 If to the  Company,  to  ECenter,  Inc.,  350 South 400
         East,  Suite  304,  Salt Lake  City,  Utah  84111,  attn:  Adam  Maher,
         President, with a copy to David W. Slaughter, Esq., Snow, Christensen &
         Martineau,  or to such other person and place as Company  shall furnish
         to Acquiror in writing..

                  12.1.2 If to Acquiror,  to Sunwalker  Development,  Inc., 6975
         South Union Park Center, Sixth Floor, Midvale, UT 84047, with a copy to
         Nathan Drage, Esq., 6975 South Union Park Center, Sixth Floor, Midvale,
         UT 84047,  or to such other person and place as Acquiror  shall furnish
         to Company in writing.

         Notice of any new  address  shall be  considered  to be  effective  for
purposes of all notices thereafter as of the 10th day after the notice providing
said new address.

         12.2 Announcements.  Announcements, including press releases, by either
Acquiror  or the  Company,  concerning  the  transaction  provided  for in  this
Agreement,  shall be subject to the approval of the other party in all essential
respects,  except that  neither  party shall be required to seek the approval of
the other of statements or other information which each party may submit or make
available to its shareholders.

         12.2  Governing  Law and Venue.  This  Agreement  and the rights of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Utah,  without  regard to its conflicts of law  principles.  All
parties hereto (a) agree that any legal suit,  action or proceeding  arising out
of or relating to this Agreement  shall be instituted only in a federal or state
court in Salt Lake County,  Utah; (b) waive any objection  which they may now or
hereafter  have  to the  laying  of  the  venue  of any  such  suit,  action  or
proceeding;  and (c)  irrevocably  submit to the exclusive  jurisdiction of such
federal or state court in Utah in any such suit, action or proceeding,  but such
consent  shall not  constitute a general  appearance or apply or be available to
any other person who is not a party to this Agreement.  All parties hereto agree
that the mailing of any process in any suit,  action or proceeding in accordance
with the notice  provisions of this Agreement shall constitute  personal service
thereof.

         12.3 Entire Agreement: Waiver of Breach. This Agreement constitutes the
entire  agreement  among the  parties  and  supersedes  any prior  agreement  or
understanding  among  them with  respect  to the  subject  matter  hereof.  This
Agreement  may not be modified  or amended in any manner  other than as provided
herein,  and no waiver of any breach or  condition  of this  Agreement  shall be
deemed to have  occurred  unless such waiver is in writing,  signed by the party
against whom enforcement is sought. No waiver shall be claimed to be a waiver of
any subsequent breach or condition of a like or different nature.

         12.4 Binding  Effect;  Assignability.  This Agreement and all the terms
and  provisions  hereof  shall be binding upon and shall inure to the benefit of
the parties and their respective heirs,  successors and permitted assigns.  This
Agreement and the rights of the parties  hereunder  shall not be assigned except
with the written consent of all parties hereto.

         12.5  Severability.  If any provision of this  Agreement  shall be held
invalid or unenforceable,  such invalidity or unenforceability shall attach only
to such  provision  and shall not in any  manner  affect  or render  invalid  or
unenforceable  any  other  severable  provision  of  this  Agreement,  and  this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.

         12.6  Restrictive  Legend.  Each  certificate  representing  shares  of
Acquiror Common Stock shall bear the following  legend in addition to such other
restrictive  legends  as may be  required  by law or as  mutually  agreed by all
parties hereto:

                  "The  shares  represented  by this  certificate  have not been
         registered under the Securities Act of 1933, as amended (the "Act"), or
         any state  securities  laws,  and no sale or  transfer  thereof  may be
         effected without an effective  registration  statement or an opinion of
         counsel  for  the  holder,  satisfactory  to  the  company,  that  such
         registration  is not required  under the act and any  applicable  state
         securities laws.

         12.7 Amendments.  This Agreement may nor be amended except in a writing
signed by all of the parties hereto.

         12.8 Captions.  Captions  contained in this Agreement are inserted only
as a matter of  convenience  and in no way define,  limit or extend the scope or
intent of this Agreement or any provision hereof.

         12.9  Number  and  Gender.   Wherever   from  the  context  it  appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural,  and pronouns  stated in either the masculine,  the
feminine or the neuter gender shall include the masculine, feminine and neuter.

         12.10   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.  In addition, this Agreement may contain
more  than one  counterpart  of the  signature  page and this  Agreement  may be
executed by the affixing of such signature  pages executed by the parties to one
copy of the Agreement;  all of such counterpart signature pages shall be read as
though  one,  and they shall have the same force and effect as though all of the
signers had signed a single signature page.

         12.11  Termination of Agreement.  All parties hereto agree to use their
best  efforts to fulfill  the  requirements  of  Articles IV and V and all other
agreements  contained  herein as soon as  practicable.  If any  condition to the
completion of the  transactions  contemplated in this Agreement is not fulfilled
or waived on or prior to November  30,  1990 (which date shall be  automatically
extended for such  additional  time as is necessary for the Company to comply in
good faith with Section 4.3 hereof),  this Agreement  shall be null and void and
have no further effect and neither party shall have any further liability to the
other.

         12.12  Expenses:  Transfer Taxes,  Etc.  Whether or not the transaction
contemplated by this Agreement shall be consummated, the Company agrees that all
fees and expenses  incurred by it in  connection  with this  Agreement  shall be
borne by it and  Acquiror  agrees that all fees and  expenses  incurred by it in
connection  with  this  Agreement  shall  be  borne  by it,  including,  without
limitation, all fees and expenses of counsel and accountants.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                   SUNWALKER, Inc.



                                   By:_______________________________________
                                         Robert Kropf
                                       Its President

                                   ECenter, Inc.



                                   By:_______________________________________
                                         Adam Maher
                                        Its President

<PAGE>

                                   SCHEDULE A

                               DISCLOSURE SCHEDULE

1.8.1  The following are officers and directors of ECenter, Inc.:

     Adam Maher                President, Chief Executive Officer, and Director
     William E. Chipman (Sr.)  Chief Financial Officer
     Tom Maher                 Chief Operating Officer/Secretary
     George Denney             Director

The  following  are officers  and  directors  of Outbound  Enterprises,  Inc., a
wholly-owned subsidiary of ECenter, Inc.:

                  Adam Maher                President, Director
                  Marek Shon                CEO, Director
                  Steve Stoddard            V.P. Marketing, Director

The  following  are officers and  directors  of iShopper,  Inc., a  wholly-owned
subsidiary of Ecenter, Inc.:

                  Adam Maher                President, Director
                  George Denney             Director

2.2  On  the  acquisition  of  Outbound   Enterprises,   Inc.,  the  Company  is
contractually bound to issue Incentive Shares to those who, immediately prior to
closing, were Shareholders of Outbound  Enterprises,  Inc., as and to the extent
that the conditions  for the issuance of such shares are satisfied,  as outlined
in Section 1.4 of the Agreement and Plan of Merger among ECenter, Inc., Outbound
Acquisitions Corp., Outbound Enterprises, Inc., and the shareholders of Outbound
Enterprises,  Inc.,  furnished  and attached as Exhibit B to this  Agreement and
Plan of Merger.

2.3 As of the Date of  Closing,  the Company  has no  ownership  interest in any
corporation or business  entity other than the  following,  which are or, by the
Closing  Date,  will be  wholly-owned  subsidiaries:  iShopper,  Inc.;  Outbound
Enterprises, Inc.

2.5 None

2.7 None

2.8

Office Lease - 400 East 350 South, #304, Salt Lake City, Utah 84111

2.9 ECenter bank accounts:

         Wells Fargo Bank
         Foothill Branch, Salt Lake City, Utah
         Acct:  0760555151

         First Security Bank (Outbound Sweep Account)
         American Stores Branch, Salt Lake City, Utah
         Acct:  2491004285

2.10 None

2.14 The  Company,  directly  or through its  subsidiaries,  has  agreements  of
employment with the following:

         Adam Maher
         Marek Shon
         Steve Stoddard
         Tom Maher


<PAGE>


DISCLOSURES OF SUNWALKER DEVELOPMENT, INC.

1.8  The following are officers and directors of Sunwalker Development, Inc.:

Robert Kropf, President and  sole director

3.2   Pending stock rights, options, etc.

Sunwalker has granted  options to various  individuals  and entities,  including
consultants and professionals,  of up to 2,750,000 shares, exercisable at a rate
of $.01 per share, post-reverse-split.  There is currently no established market
or trading value for  Sunwalker's  stock.  As of the closing date, none of those
options has been exercised.

3.3 As of the Date of  Closing,  the Company  has no  ownership  interest in any
corporation or business  entity other than the  following,  which are or, by the
Closing Date, will be wholly-owned subsidiaries:

3.5 None

3.7 None

3.8  None

3.9  None

3.10 None

3.14 The  Company,  directly  or through its  subsidiaries,  has  agreements  of
employment with the following:

None