<PAGE>
                     AGREEMENT CONCERNING ISSUANCE OF SHARES
                       AND RELATED CORPORATE TRANSACTIONS


         THIS AGREEMENT is made and entered into as of this 13th day of March,
2000, by and among BRUNSWICK CAPITAL PARTNERS, INC. ("Brunswick"), SHANECY, INC.
("Shanecy"), GREG L. TICKNOR ("Ticknor"), JEREMY KUIPER ("Kuiper"), DAVID S.
ANDERA ("Andera"), and SCOTT SWAIN ("Swain").


                                 R E C I T A L S

         Shanecy, as successor to Thesseus International Asset Fund, N.V.
("Thesseus"), is currently the holder of 400 preferred shares issued by
Brunswick, and Ticknor and Christopher N. Giles ("Giles") are currently the
owners of 255 shares each of the common capital stock of Brunswick. The parties
desire to enter into this Agreement for the purpose of evidencing their
agreement concerning (i) the reclassification of the preferred shares of
Brunswick currently owned by Shanecy to Series A Preferred Shares of Brunswick,
(ii) the sale of Series B Preferred Shares by Brunswick to Shanecy, (iii) the
repurchase by Brunswick of Brunswick common shares previously issued to Giles,
(iv) the sale of common shares by Brunswick to Kuiper, Andera, and Swain, and
(v) certain other transactions as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby conclusively acknowledged, the parties agree as
follows:

1.       Definitions.


         (a)  "Andera" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (b)  "Articles of Amendment" shall mean that certain Articles of
              Amendment to the Articles of Incorporation of Brunswick as
              described in Section 3 below and substantially in the form set
              forth in Exhibit A hereto.


         (c)  "Brunswick" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (d)  "Closing" shall have the meaning set forth in Section 18 below.

         (e)  "Closing Date" shall mean the date of the Closing.

         (f)  "Common Shares" shall mean the common shares of Brunswick with a
              par value of $1.00 per share, of which 255 shares are currently
              held by Giles and 255 shares by Ticknor.

         (g)  "Confidential Information" shall have the meaning set forth in
              Section 22 below.

<PAGE>


         (h)  "Employment Agreements" shall mean those Employment Agreements
              described in Section 9 below and in the form substantially set
              forth as Exhibits B, C, D, and E hereto.

         (i)  "Equity Exchange Agreement" shall mean that certain Equity
              Exchange Agreement dated as of December 1, 1998, among Thesseus,
              Brunswick, Giles, and Ticknor.

         (j)  "Existing Preferred Shares" shall mean the 400 preferred shares
              initially issued by Brunswick to Thesseus pursuant to the Equity
              Exchange Agreement and currently held by Shanecy as evidenced by
              that certain stock certificate no. P-2 issued by Brunswick to
              Shanecy dated as of ___________, ____.

         (k)  "Giles" shall have the meaning set forth in the recitals to this
              Agreement.

         (l)  "Giles Agreement" shall have the meaning set forth in section 8
              below, substantially in the form attached as Exhibit F hereto.

         (m)  "Individual Shareholders" shall mean Ticknor, Kuiper, Andera, and
              Swain.

         (n)  "Kuiper" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (o)  "Litigation" shall mean an action, lawsuit, investigation, audit,
              or other proceeding before or by any Regulatory Authority.

         (p)  "Loan and Security Agreement" shall mean that certain Loan and
              Security Agreement dated as of May 14, 1999, among Brunswick,
              Thesseus, and TIC.

         (q)  "Order" shall mean any judgment, order, writ, decree, award,
              ruling, or decision of any Regulatory Authority.

         (r)  "Regulatory Authority" shall mean any federal, state, local, or
              foreign government or governmental authority, agency, or
              instrumentality; any court of competent jurisdiction; or any
              arbitrator or arbitration panel.

         (s)  "Series A Preferred Shares" shall mean the shares to be issued
              upon the reclassification of the Existing Preferred Shares.

         (t)  "Series B Preferred Shares" shall mean the Series B preferred
              shares of Brunswick with a par value of $1.00 per share as
              authorized by Article IV of the Articles of Incorporation of
              Brunswick as the same is amended by the Articles of Amendment.


                                      -2-
<PAGE>


         (u)  "Shanecy" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (v)  "Shareholders" shall mean Shanecy and the Individual Shareholders.

         (w)  "Swain" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (x)  "Thesseus" shall have the meaning set forth in the recitals to
              this Agreement.

         (y)  "TIC" shall mean Ticknor Investment Corporation.

         (z)  "TIC Agreement" shall have the meaning set forth in section 7
              below, substantially in the form attached as Exhibit G hereto.

         (aa) TIC Note" shall mean that certain Promissory Note dated as of May
              14, 1999, in the principal amount of $200,000 issued by Brunswick
              and made payable to TIC.

         (bb) "Ticknor" shall have the meaning set forth in the introductory
              paragraph of this Agreement.

         (cc) "Transaction Documents" shall mean this Agreement, the Articles of
              Amendment, the Employment Agreements, the Giles Agreement, the TIC
              Agreement, and the Writing in Lieu of Special Meeting of
              Directors, the Escrow Agreement described in Section 5 hereof and
              the Writing in Lieu of Special Meeting of Shareholders as
              described in section 10 below and substantially as set forth in
              Exhibits H and I, respectively, hereto.

        2. Agreement to Reclassify Existing Preferred Shares. Upon execution of
this Agreement, Brunswick shall file with the South Dakota Secretary of State an
Amendment to its Articles of Incorporation, to reclassify the Existing Preferred
Shares as Series A Preferred Shares. At Closing, Shanecy shall endorse and
deliver to Brunswick, for cancellation upon the books and records of Brunswick,
the original stock certificate evidencing the Existing Preferred Shares and
Brunswick shall issue to Shanecy stock certificates representing 400 Series A
Preferred Shares.

        3. Adoption of Articles of Amendment to the Articles of Incorporation.
Subject to receipt of all necessary director and shareholder approvals thereof,
Brunswick agrees to (i) adopt the Articles of Amendment to the Articles of
Incorporation, which provides for a change in the name of Brunswick to eCard
Solutions, Inc., and an amendment to Article IV of Brunswick's Articles of
Incorporation concerning the rights and privileges of the Series A Preferred
Shares and Series B Preferred Shares; and (ii) to execute the Articles of
Amendment and deliver the original and a duplicate copy thereof together with
the appropriate filing fee to the South Dakota Secretary of State for filing
pursuant to SDCL 47-2-15 and 16.


                                      -3-
<PAGE>

         4. Sale of Additional Common Shares. At Closing Brunswick agrees to
sell 255 Common Shares to each of Kuiper, Andera and Swain, and Kuiper, Andera,
and Swain agree to purchase such Common Shares, all at a price of $1.00 per
share. After such sales each of Ticknor, Kuiper, Andera and Swain will own 25%
(255 shares) of the Common Shares of Brunswick.

         5. Sale of Series B Preferred Shares to Shanecy.


            (a) Shanecy agrees to purchase 1,000,000 Series B Preferred Shares
                from Brunswick and agrees to pay to Brunswick $1.00 per share
                therefor, for an aggregate sum of One Million Dollars
                ($1,000,000), in four equal installments of $250,000 each. The
                first installment shall be paid on the date hereof and the three
                subsequent installments shall be paid on April 13, May 12 and
                June 12, respectively. In consideration therefor, at Closing
                Brunswick shall issue to Shanecy a stock certificate evidencing
                the 1,000,000 Series B Preferred Shares purchased by Shanecy.
                Such stock certificate shall be held in escrow pursuant to an
                Escrow Agreement in substantially the form attached hereto as
                Exhibit K.

            (b) Failure of Shanecy to make either of the first two installments
                shall result in forfeiture of such installments and the Series B
                Preferred Shares as specified in the Escrow Agreement. If
                Shanecy has made the first two installments but fails to pay all
                or part of the third or fourth installment, then (i) Shanecy
                shall forfeit the first two installments and 500,000 Series B
                Preferred Shares, (ii) Brunswick shall repay in cash any amounts
                paid by Shanecy in excess of the first two installments, and
                (iii) if Brunwick is unable, in the reasonable determination of
                its Board of Directors, to repay such amounts in cash within ten
                business days, then Shanecy shall be entitled to the portion of
                the Series B Preferred Stock for which it has paid Brunswick. If
                Shanecy is entitled to a portion of the Series B Preferred
                Shares pursuant to the foregoing provision, then upon release of
                the certificate representing 1,000,000 shares of Series B
                Preferred Shares from the Escrow Agreement, Brunswick shall,
                within five business days, issue to Shanecy a certificate for
                the number of shares of Series B Preferred Shares to which it is
                entitled. For example, if Shanecy pays the first, second third
                installments but fails to pay the fourth installment, Shanecy
                would forfeit the first two installments and 500,000 Series B
                Preferred Shares, Brunswick shall either repay Shanecy $250,000,
                if the Board of Directors reasonably determines it is able to
                pay such amount, or issue to Shanecy 250,000 Series B Preferred
                Shares, and the remaining 250,000 shares associated with the
                fourth installment would be cancelled).

         6. [Intentionally omitted - Reserved]

         7. Repayment of TIC Note and Cancellation of Contingent Interest. The
parties agree that at the Closing, and from the proceeds received from the sale


                                      -4-
<PAGE>

of Common Shares and Series B Preferred Shares as set forth herein, Brunswick
shall repayto TIC one-half of the outstanding principal balance of $200,000 and
all accrued interest due on such amount under the TIC Note and shall in addition
pay to TIC the sum of Twenty-Five Thousand Dollars ($25,000) as one-half of the
consideration for an agreement by TIC (the "TIC Agreement") to cancel its
Contingent Interest in Net Proceeds received from the sale or securitization of
Receivables, as such terms are defined in the Loan and Security Agreement. On
April 13, upon receipt of the second installment due from Shanecy for the Series
B Preferred Shares, Brunswick shall repay the remaining principal and accrued
interest on the TIC Note and the second half ($25,000) of the consideration for
the cancellation of the Contingent Interest described above. Upon receipt of all
of such payments, Ticknor agrees to cause TIC to execute and deliver to
Brunswick (i) the TIC Agreement; (ii) the original of the TIC Note stamped "Paid
in Full;" and (iii) an appropriate termination statement releasing the financing
statement filed in favor of TIC and against Brunswick with the South Dakota
Secretary of State.


         8. Repurchase of Giles Common Shares and Severance Payment to Giles.
The parties agree that at Closing Brunswick shall enter into an agreement with
Giles (the "Giles Agreement") pursuant to which Brunswick shall purchase the 255
Common Shares currently owned by Giles at a price of $1.00 per share and shall
agree to pay to Giles the sum of Fifty Thousand Dollars ($50,000) as a severance
payment, which shall be payable in four installments of $12,500 on the date
hereof, April 13, May 12 and June 12, respectively, subject to all amounts which
Brunswick is required to withhold by law, in connection with the termination of
Giles' employment with Brunswick. The parties acknowledge and agree that such
amount shall be paid to Giles from the proceeds received by Brunswick from the
sale of Common Shares and Series B Preferred Shares as provided herein.

         9. Employment Agreements. The parties agree that at Closing Brunswick
and Ticknor, Kuiper, Andera, and Swain shall enter into Employment Agreements
substantially in the form set forth as Exhibits B, C, D, and E hereto,
respectively.

         10. Management Agreement. Brunswick shall, and Shanecy shall cause its
wholly-owned subsidiary CASA@Home, Inc. to enter into a credit card management
agreement on terms to be mutually agreed to by the parties following good faith
negotiations.

         11. Amendment to By-Laws and Election of Directors. At Closing,
Brunswick shall amend its By-Laws pursuant to a Writing in Lieu of Special
Meeting of Directors substantially in the form attached as Exhibit G hereto to
provide that the number of directors of Brunswick shall initially be six (6) and
commencing with Brunswick's annual meeting of shareholders for the year 2001
shall thereafter be that number established by the shareholders each year at the
annual meeting of shareholders but not less than three (3) and not more than
seven (7). In addition, at Closing, and following the purchase by Brunswick of
the Common Shares owned by Giles pursuant to the Giles Agreement and the sale of
Common Shares and Series B Preferred Shares pursuant to this Agreement, the
Shareholders shall execute and deliver to Brunswick that certain Writing in Lieu
of Special Meeting of Shareholders substantially in the form attached as Exhibit
H hereto pursuant to which the Shareholders shall elect the following as the
board of directors of Brunswick until the next annual meeting of the
shareholders of Brunswick: Ticknor, Kuiper, Andera, Swain, Harry Weitzel, and
Jason Galanis. So long as any Series A Preferred Shares or Series B Preferred


                                      -5-
<PAGE>

Shares remain outstanding, Kuiper, Andera, Swain and Ticknor agree to elect 2
nominees of the Series A and Series B Preferred Shareholders to the Board.

         12. Cancellation of Equity Exchange Agreement. The parties agree that
effective as of Closing hereunder and the reclassification of the Existing
Preferred Shares to Series A Preferred Shares, the Equity Exchange Agreement
shall be cancelled (which Thesseus shall consent to) and shall be of no further
effect; provided, however, that Section 5.5 ("Confidentiality"), Section 9.6
("Participation in Proceeds from Credit Card Receivables"), and Article X
("Indemnification") shall remain in full force and effect in accordance with
their terms. In connection therewith, Shanecy warrants that it is the successor
to all right, title, and interest of Thesseus in and to the Equity Exchange
Agreement and that as a result of the assignment of all of its rights thereunder
by Thesseus to Shanecy, Thesseus has no right to enforce any interest in the
Equity Exchange Agreement.

         13. Representations and Warranties of Brunswick. Brunswick hereby
represents and warrants to the other parties hereto as follows:

             (a) Brunswick is a corporation duly organized, validly existing,
                 and in good standing under the laws of the State of South
                 Dakota and has the full power and authority to own its assets
                 and carry on its business in the manner and places where such
                 assets are now owned and such business is now being conducted.

             (b) Brunswick has full power and authority to execute and deliver
                 this Agreement and each other Transaction Document to which it
                 is a party and to perform its obligations hereunder and
                 thereunder. This Agreement has been, and on the Closing Date
                 each other Transaction Document to which Brunswick is a party
                 will be, duly executed and delivered and when so executed and
                 delivered shall constitute a legally valid and binding
                 obligation of Brunswick enforceable against it in accordance
                 with its terms, subject to bankruptcy, insolvency,
                 reorganization, moratorium, or similar laws now or hereafter in
                 effect relating to creditors' rights generally and subject also
                 to equitable principles limiting the enforceability of certain
                 remedies.

             (c) The execution and delivery of this Agreement does not, and the
                 execution and delivery of each other Transaction Document to
                 which it is a party and the performance by Brunswick of its
                 obligations hereunder and thereunder will not, violate any
                 provision of Brunswick's Articles of Incorporation (as amended)
                 or By-Laws and do not and will not conflict with or result in
                 any breach of any condition or provision of, or constitute a
                 default under, or create or give rise to any adverse right of
                 termination or cancellation by, or excuse the performance of,
                 any other person, or result in the creation or imposition of
                 any lien upon Brunswick or any of its assets or the
                 acceleration of the maturity or date of payment or other
                 performance of any other obligation of Brunswick by reason of
                 the terms of any agreement, indenture, instrument, license,



                                      -6-
<PAGE>

                 lease, lien, or Order to which Brunswick is a party or which it
                 is or purports to be binding upon Brunswick or to which the
                 assets of Brunswick are subject.

             (d) No consent of or notice to any other party is required as to
                 Brunswick in connection with the execution and delivery by
                 Brunswick of this Agreement or any other Transaction Document
                 to which it is a party or the performance of the obligations of
                 Brunswick hereunder or thereunder, other than the approval as
                 required by law by Brunswick's directors and shareholders of
                 the amendments to Brunswick's Articles of Incorporation as set
                 forth in the Articles of Amendment, the approval by Brunswick's
                 directors of the amendment to Brunswick's By-Laws as described
                 in section 10 above, and the approval by the Shareholders of
                 the election of new directors of Brunswick as provided in
                 section 10 above.

             (e) No Litigation is pending or, to the best of Brunswick's
                 knowledge, threatened against Brunswick which could materially
                 affect the assets, operations, or financial or other condition
                 of Brunswick or, in the event of an unfavorable outcome, would
                 prohibit, invalidate or make unlawful, in whole or in part,
                 this Agreement or any other Transaction Document or the
                 carrying out of the provisions hereof or thereof. Brunswick is
                 not in default under any Order enjoining Brunswick in respect
                 of, or the effect of which is to prohibit or curtail
                 Brunswick's performance of, its obligations hereunder or under
                 any other Transaction Document.

             (f) As of the date hereof, the entire authorized capital of
                 Brunswick consists of 100,000 Common Shares and 400 shares of
                 the Existing Preferred Shares of a par value of $1.00 per
                 share. Upon the adoption of the Articles of Amendment and the
                 filing thereof with the South Dakota Secretary of State, the
                 entire authorized capital of Brunswick shall consist of 100,000
                 Common Shares, and 2,000,000 Preferred Shares of which 400
                 Shares are classified Series A Preferred Shares and 1,000,000
                 are classified Series B Preferred Shares. Currently, Brunswick
                 has outstanding 510 Common Shares and 400 Existing Preferred
                 Shares, all of which are validly issued, fully paid, and
                 non-assessable. The Series A Preferred Shares and Series B
                 Preferred Shares will be, at the time of issuance and subject
                 to receipt of the payment due hereunder from Shanecy (with
                 respect to the Series B Preferred Shares), validly issued,
                 fully paid, and non-assessable and free and clear of any liens,
                 claims, or encumbrances. Other than as set forth in this
                 Agreement, there are no agreements, commitments, or
                 arrangements providing for the issuance or sale of capital
                 stock or other interest of Brunswick or any issued or
                 outstanding options, warrants, or rights to purchase, or any
                 security or instrument convertible into or exchangeable for,
                 any capital stock or other interest of Brunswick.

         14. Representations and Warranties of Shanecy.  Shanecy hereby
represents and warrants to the other parties hereto as follows:


                                      -7-
<PAGE>

             (a) Shanecy is a corporation duly organized, validly existing, and
                 in good standing under the laws of the State of Delaware and
                 has the full power and authority to own its assets and carry on
                 its business in the manner and places where such assets are now
                 owned and such business is now being conducted.

             (b) Shanecy has full power and authority to execute and deliver
                 this Agreement and each other Transaction Document to which it
                 is a party and to perform its obligations hereunder and
                 thereunder. This Agreement has been, and on the Closing Date
                 each other Transaction Document to which Shanecy is a party
                 will be, duly executed and delivered and when so executed and
                 delivered shall constitute a legally valid and binding
                 obligation of Shanecy enforceable against it in accordance with
                 its terms, subject to bankruptcy, insolvency, reorganization,
                 moratorium, or similar laws now or hereafter in effect relating
                 to creditors' rights generally and subject also to equitable
                 principles limiting the enforceability of certain remedies.

             (c) The execution and delivery of this Agreement do not, and the
                 execution and delivery of each other Transaction Document to
                 which it is a party and the performance by Shanecy of its
                 obligations hereunder and thereunder will not, violate any
                 provision of Shanecy's Articles of Incorporation or By-Laws and
                 do not and will not conflict with or result in any breach of
                 any condition or provision of, or constitute a default under,
                 or create or give rise to any adverse right of termination or
                 cancellation by, or excuse the performance of, any other
                 person, or result in the creation or imposition of any lien
                 upon Shanecy or any of its assets or the acceleration of the
                 maturity or date of payment or other performance of any other
                 obligation of Shanecy by reason of the terms of any agreement,
                 indenture, instrument, license, lease, lien, or Order to which
                 Shanecy is a party or which is or purports to be binding upon
                 Shanecy or to which the assets of Shanecy are subject.

             (d) No consent of or notice to any other party is required as to
                 Shanecy in connection with the execution and delivery by
                 Shanecy of this Agreement or any other Transaction Document to
                 which it is a party or the performance of the obligations of
                 Shanecy hereunder or thereunder.

             (e) No Litigation is pending or, to the best of Shanecy's
                 knowledge, threatened against Shanecy which will materially
                 affect the assets, operations, or financial or other condition
                 of Shanecy or, in the event of an unfavorable outcome, would
                 prohibit, invalidate or make unlawful, in whole or in part,
                 this Agreement or any other Transaction Document or the
                 carrying out of the provisions hereof or thereof. Shanecy is
                 not in default under any Order enjoining Shanecy in respect of,
                 or the effect of which is to prohibit or curtail Shanecy's
                 performance of, its obligations hereunder or under any other
                 Transaction Document.


                                      -8-
<PAGE>


             (f) Shanecy is the legal and beneficial owner of, and has good and
                 marketable title to, the Existing Preferred Shares.

         15. Representations and Warranties of Individual Shareholders. Each of
the Individual Shareholders hereby represents and warrants, as to himself but
not concerning any other party, to the other parties hereto as follows:

             (a) Such Individual Shareholder has full legal capacity, power, and
                 authority to execute and deliver this Agreement and each other
                 Transaction Document to which he is a party and to perform his
                 obligations hereunder and thereunder. This Agreement has been,
                 and on the Closing Date, each other Transaction Document to
                 which he is a party will be, duly executed and delivered, and
                 this Agreement is, and each other Transaction Document to which
                 such Individual Shareholder is a party when so executed and
                 delivered on the Closing Date will be, a legally valid and
                 binding obligation of the Individual Shareholder in accordance
                 with its terms, subject to bankruptcy, insolvency,
                 reorganization, moratorium, or other similar laws now or
                 hereafter in effect relating to creditors' rights generally and
                 equitable principles limiting the availability of certain
                 remedies.

             (b) The execution and delivery of this Agreement does not, and the
                 execution and delivery of each other Transaction Document to
                 which he is a party and the performance by such Individual
                 Shareholder of his obligations hereunder and thereunder will
                 not, conflict with or result in any breach of any condition or
                 provision of, or constitute a default under, or create or give
                 rise to any adverse right of termination or cancellation by, or
                 excuse the performance of, any other person, or result in the
                 creation or imposition of any lien upon such Individual
                 Shareholder or any of his assets or the acceleration of the
                 maturity or date of payment or other performance of any other
                 obligation of such Individual Shareholder by reason of the
                 terms of any agreement, indenture, instrument, license, lease,
                 lien, or Order to which such Individual Shareholder is a party
                 or which is or purports to be binding upon such Individual
                 Shareholder or to which the assets of such Individual
                 Shareholder are subject.

             (c) No consent of or notice to any other party is required as to
                 such Individual Shareholder in connection with the execution
                 and delivery by such Individual Shareholder of this Agreement
                 or any other Transaction Document to which he is a party or the
                 performance of the obligations of such Individual Shareholder
                 hereunder or thereunder.

             (d) No Litigation is pending or, to the best of such Individual
                 Shareholder's knowledge, threatened against such Individual
                 Shareholder which will materially affect the assets,
                 operations, or financial or other condition of such Individual
                 Shareholder or, in the event of an unfavorable outcome, would
                 prohibit, invalidate or make unlawful, in whole or in part,
                 this Agreement or any other Transaction Document or the
                 carrying out of the provisions hereof or thereof. Such


                                      -9-
<PAGE>

                 Individual Shareholder is not in default under any Order
                 enjoining such Individual Shareholder in respect of, or the
                 effect of which is to prohibit or curtail such Individual
                 Shareholder's performance of, his obligations hereunder or
                 under any other Transaction Document.

         16. Investment Representations of the Shareholders. Each of the
Shareholders, as to himself or itself but not concerning any other party, makes
the following covenants, warranties and representations to Brunswick:

             (a) Such Shareholder is acquiring Common Shares or Series B
                 Preferred Shares, as the case may be, for his or its own
                 account for investment and not with a view to the distribution
                 or resale thereof; has not offered or sold all or any portion
                 of such Common Shares or Series B Preferred Shares and has no
                 present intention of doing so or any present intention to
                 otherwise dispose of all or any portion of the Common Shares or
                 Series B Preferred Shares acquired by him or it.

             (b) Such Shareholder understands and acknowledges that the Common
                 Shares or Series B Preferred Shares to be acquired by him or
                 it, as the case may be, have not been registered with the
                 Federal Securities and Exchange Commission nor with any state
                 securities commission or division and that Brunswick has no
                 intention of so registering the Common Shares or Series B
                 Preferred Shares.

             (c) The Common Shares or Series B Preferred Shares, as the case may
                 be, constitute a suitable investment for such Shareholder, and
                 such Shareholder is fully aware of the limitations on resale of
                 the Common Shares and Series B Preferred Shares, as the case
                 may be, and that the same constitute an illiquid investment for
                 which there currently is no secondary market and for which
                 there may be no secondary market in the future.

             (d) Such Shareholder agrees to not sell, transfer, pledge,
                 hypothecate, or otherwise dispose of the Common Shares or
                 Series B Preferred Shares, as the case may be, acquired by him
                 or it unless (i) a registration statement as required by the
                 Securities Act of 1933 and any applicable state securities
                 statutes shall be in effect with respect thereto, or (ii) such
                 sale, transfer, pledge, hypothecation, or other disposition is
                 exempt from registration under state and federal securities
                 laws. Further, such Shareholder warrants and represents that
                 any such disposition of the Common Shares or Series B Preferred
                 Shares owned by him or it shall be in full compliance with all
                 applicable state and federal securities laws. In the event
                 Brunswick requests an opinion of counsel that such disposition
                 is exempt from state or federal registration requirements, such
                 Shareholder agrees to provide such an opinion of counsel
                 satisfactory to Brunswick.

             (e) Such Shareholder has had adequate opportunity to conduct such
                 investigations and due diligence concerning Brunswick and its


                                      -10-
<PAGE>

                 business, financial condition, operations, and future prospects
                 as he or it deems prudent under the circumstances and
                 acknowledges that Brunswick makes no representation or warranty
                 concerning the Common Shares, the Series B Preferred Shares, or
                 Brunswick's business, financial condition, operations, or
                 future prospects except as expressly set forth herein.

             (f) Such Shareholder acknowledges that Brunswick is entering into
                 this Agreement in reliance upon the representations and
                 covenants set forth in this section and would not enter into
                 this Agreement if there were any inaccuracy in any of such
                 representations.

             (g) Such Shareholder is an "Accredited Investor" and has executed
                 the certificate attached as Exhibit I hereto.

         17. Conditions to Obligations to Close. The obligation of each party
hereto to consummate the transactions set forth herein is subject to the
satisfaction (or waiver (except for Sections 17(a), (b), (c) and (d) which
cannot be waived)) prior to or at Closing of each of the following conditions:

             (a) Approval of the amendments to the Articles of Incorporation of
                 Brunswick as set forth in the Articles of Amendment by the
                 directors and shareholders of Brunswick as required by
                 applicable South Dakota corporate law.

             (b) Execution by all of the existing directors of Brunswick of the
                 Writing in Lieu of Special Meeting of Directors as described in
                 section 10 above and substantially in the form attached as
                 Exhibit H hereto concerning an amendment to the By-Laws of
                 Brunswick.

             (c) Execution by the Shareholders of the Writing in Lieu of a
                 Special Meeting of Shareholders as described in section 10
                 above and substantially in the form attached as Exhibit I
                 hereto concerning the election of new directors of Brunswick.

             (d) The approval of the amendments to the Articles of Incorporation
                 of Brunswick set forth in the Articles of Amendment by a
                 majority of the holders of the Existing Preferred Shares.

             (e) Receipt of a Certificate of Amendment from the South Dakota
                 Secretary of State evidencing the effectiveness of the
                 Amendments to Articles of Incorporation.

             (f) Execution by Giles and receipt by Brunswick of the Giles
                 Agreement.

             (g) Execution by TIC and receipt by Brunswick of the TIC Agreement.


                                      -11-
<PAGE>

             (h) The Escrow Agreement shall have been executed in accordance
                 with Section 5 hereof.

             (i) Each of the representations and warranties of all other parties
                 set forth in this Agreement shall be true in all material
                 respects on and as of the Closing Date.

             (j) Each of the other parties hereto shall have performed and
                 complied with all obligations and conditions to be performed or
                 complied with by him or it hereunder.

             (k) Each of the other parties thereto shall have executed and
                 delivered all other Transaction Documents.

             (l) No statute, rule, or regulation of any Regulatory Authority or
                 any Order shall be in effect which prohibits any party hereto
                 or to the other Transaction Documents from consummating the
                 transactions contemplated hereby or thereby.

         18. Closing. The Closing of the transactions contemplated hereby (the
"Closing") shall be held at the offices of Brunswick at 100 South Dakota Avenue,
Suite 200, Sioux Falls, South Dakota, and shall be held at such date and time as
the parties hereto may agree, except that if Closing has not occurred on or
before March __, 2000, this Agreement shall be of no further force or effect
whatsoever unless all of the parties hereto agree to a closing after such date.
The execution and/or delivery of each document to be executed and/or delivered
at the Closing and each other action to be taken at the Closing shall be subject
to the condition that every other document to be executed and/or delivered at
the Closing is so executed and/or delivered and that every other action to be
taken at the Closing is so taken. Except as otherwise specifically provided for
herein, all such documents and actions shall be deemed to be executed and/or
delivered or taken, as the case may be, simultaneously. When all such documents
are so executed and/or delivered and all such actions are so taken, the Closing
of the transactions provided for herein shall be effective as of the opening of
business on the Closing Date. The provisions of Sections 22 and 23 shall survive
Closing.

         19. Deliveries at Closing. At the Closing (i) all parties hereto shall
execute and deliver to all other parties all of the Transaction Documents to
which they are a party; (ii) Shanecy shall pay the purchase price due from it
pursuant to section 5 above for the Series B Preferred Shares; (iii) Brunswick
shall issue to Shanecy certificates representing the Series A and Series B
Preferred Shares; (iv) each of the Individual Shareholders shall pay the
purchase price due from him pursuant to section 4 above for Common Shares
purchased by him; (v) Brunswick shall execute and deliver to each of the
Individual Shareholders stock certificates representing the Common Shares
purchased by each such Individual Shareholder; (vi) Brunswick shall make the
payments due to Giles under the Giles Agreement; (vii) Brunswick shall make the
payments to TIC required by section 7 of this Agreement and the TIC Agreement;
and (viii) each party shall execute and deliver such other documents and take
such other actions as may be required of him or it under this Agreement or as
may be reasonably necessary in order to effectuate the transactions contemplated
hereby or by the other Transaction Documents. Any payments due hereunder shall
be paid in collected funds or by any other means agreed upon by the party
entitled to such payment.


                                      -12-
<PAGE>


         20. Termination of Agreement. This Agreement may be terminated at any
time prior to the Closing:

             (a) By the mutual agreement of all the parties hereto;

             (b) By any party hereto, if such party is not in breach or default
                 under this Agreement, by giving written notice to such effect
                 to the other parties hereto if the Closing shall not have
                 occurred on or before March __, 2000, or such later date as the
                 parties may have mutually agreed upon; or

             (c) By any party hereto in the event of a material breach by or
                 default of a party under this Agreement.

         21. Effect of Termination. Upon termination of this Agreement, all of
the obligations of the parties hereto, save and except those set forth in
sections 22 and 23 hereof, shall terminate and be of no further force or effect;
provided, however, that no such termination shall relieve a party of any
liability to the other parties hereto by reason of any breach of or default by
such party under this Agreement.

         22. Confidentiality. In performing his or its obligations pursuant to
this Agreement or any other transaction document, each party hereto acknowledges
that he or it may have access to or receive disclosure of certain confidential
information about another party or the other parties hereto, including without
limitation financial information about another party hereto, the names and/or
addresses of another party's customers or suppliers, the marketing or business
plans and objectives, research, and test results of a party, and other
information which is confidential or constitutes a trade secret under applicable
law ("Confidential Information"). Notwithstanding the foregoing, however,
Confidential Information shall not include information (i) that was or becomes
generally available to the public or than as a result of disclosure by a party
hereto; (ii) that a party can demonstrate through written records was known to
such party prior to being furnished to it by another party hereto; or (iii) that
a party can demonstrate through written records was or becomes available to it
on a non-confidential basis from a source other than any other party hereto,
provided that such source was not known by such party to be bound by a
confidentiality agreement.

         Each party hereto agrees that the Confidential Information will be kept
confidential and will be used solely for the purpose of consummating the
transactions contemplated by this Agreement and the other Transaction Documents
and performing the obligations of such party under this Agreement and any other
Transaction Documents to which it or he is a party; provided, however, that (i)
a party may make any disclosure of Confidential Information of another party to
which such other party has given its prior written consent; (ii) a party may
disclose Confidential Information to its attorneys, consultants, or financial
advisors who may need to know such information for the purpose of providing
professional services to such party; and (iii) a party may disclose Confidential
Information to the extent required by any subpoena, Order, or legal process


                                      -13-
<PAGE>

provided that such party, if permitted by law, acts promptly to inform the party
who is the owner of such Confidential Information of the existence and
requirements of such subpoena, Order, or other legal process in order to permit
the party to whom such Confidential Information belongs to seek an appropriate
protective order or other confidential treatment of such Confidential
Information.

         23.      Indemnification.

             (a) Each party hereto shall indemnify and hold the other parties
                 hereto harmless against and in respect of all actions, suits,
                 demands, judgments, costs and expenses (including reasonable
                 attorneys' fees) relating to any damage or deficiency resulting
                 from any misrepresentation, breach of warranty, or
                 non-fulfillment of any agreement on the part of such party
                 under this Agreement.

             (b) A party will have forty-five (45) days after the party becomes
                 aware of a claim, demand or other event for which it may be
                 entitled to indemnity hereunder within which to notify the
                 party from whom indemnification is or will be sought. The party
                 from whom indemnification is sought will have a reasonable
                 opportunity to defend the matter and will bear the cost of that
                 defense. The party claiming a right to indemnity may also fully
                 participate in the defense of the matter and will fully bear
                 the cost of that participation. If the party receiving notice
                 of the matter to which a right of indemnification applies fails
                 to defend, the party claiming the right to receive
                 indemnification will have the right, but not the obligation, to
                 exercise reasonable business judgment in the defense,
                 compromise, or settlement of the matter for the account and at
                 the risk of the party bearing the obligation of
                 indemnification. If the proper defense of a matter reasonably
                 requires the assistance of the party claiming a right to
                 indemnity, then the party claiming indemnity must make
                 available to the defending party such information (including
                 records) and assistance as the defending party reasonably
                 requests. The failure of a party to timely provide notice of a
                 claim of indemnity as required by the first sentence of this
                 subsection (b) shall not relieve the other party of its
                 indemnity obligations hereunder unless, and in such case only
                 to the extent that, such failure to give timely notice has
                 prejudiced the ability of the indemnifying party to defend
                 against such claim.

             (c) In addition to the rights of indemnity set forth herein, the
                 parties hereto shall be entitled to such other rights of
                 indemnity as may be available under any other agreement,
                 arrangement, or applicable law.

         24. No Brokers. Each party hereto represents that it has not retained
any broker, finder, or other intermediary in connection with the transactions
contemplated by the Transaction Documents and that such party has not committed
to pay any broker's fee, finder fee, commission, or similar compensation to any
third party relating to such transactions.


                                      -14-
<PAGE>

         25. Fees and Expenses. Each party hereto shall bear all such costs,
fees, and expenses as may be incurred by it in connection with the Transaction
Documents and the transactions contemplated thereby.

         26. Relationship of the Parties. Nothing in the Transaction Documents
shall be deemed to create any partnership, joint venture, joint enterprise,
association, or similar relationship between or among any of the parties hereto
or to authorize or empower any party hereto to act on behalf of, obligate, or
bind any other party hereto.

         27. Governing Law. This Agreement shall be governed by, and interpreted
and enforced in accordance with, the internal laws of the State of South Dakota
without regard to its conflict of law rules.

         28. Notices. All notices, requests and approvals required by this
Agreement (i) shall be in writing, (ii) shall be addressed to the parties as
indicated below unless notified in writing of a change in address, and (iii)
shall be deemed to have been given either when personally delivered or when sent
by regular United States mail, in which event it shall be sent postage prepaid
upon delivery thereof, or, if sent by telegram, facsimile or telex, upon
delivery thereof, as follows:

             To Brunswick:         Brunswick Capital Partners, Inc.
                                   100 South Dakota Avenue, Suite 200
                                   Sioux Falls, SD 57104
                                   Attention:  Greg L. Ticknor

             To Shanecy:           Shanecy, Inc.
                                   625 Howe St., Suite 1530
                                   Vancouver, BC Y6C2T6, Canada
                                   Attention:  Michael Bodnar

             To Ticknor:           Greg L. Ticknor
                                   100 South Dakota Avenue, Suite 200
                                   Sioux Falls, SD 57104

             To Kuiper:            Jeremy Kuiper
                                   4921 E. Avondale Circle
                                   Sioux Falls, SD 57110


             To Andera:            David Andera
                                   26624 466th Avenue
                                   Sioux Falls, SD 57106

             To Swain:             Scott Swain
                                   4313 Glenview Road
                                   Sioux Falls, SD 57103


                                      -15-
<PAGE>

A party may change its address for purposes of receiving notices hereunder by
providing written notice thereof to the other parties hereto.

         29. Arbitration. If any disputes or controversies arise between the
parties in connection with this Agreement or their acts or duties hereunder such
disputes or controversies shall be submitted to and resolved by binding
arbitration in accordance with the laws of the state of South Dakota and the
rules of the American Arbitration Association. All arbitration proceedings shall
be conducted at such place in South Dakota as the parties may agree upon, and in
the absence of an agreement concerning the place of arbitration all arbitration
proceedings shall be conducted in Sioux Falls, South Dakota. The decision or
award of the arbitrator shall be final and binding, and judgment thereon may be
entered in a state or federal court with jurisdiction over the parties. It is
understood that the arbitrator shall have no authority to add to, subtract from,
or modify any provision of this Agreement.

         30. General Matters.

             (a)     This Agreement shall be binding upon and inure to the
                     benefit of the parties hereto and their respective
                     successors and assigns; provided, however, that no party
                     hereto may assign this Agreement or its rights or
                     privileges hereunder to any other party without the
                     express prior written consent of all other parties hereto.

             (b)     If any particular provision of this Agreement shall be
                     determined to be void or unenforceable such determination
                     shall not terminate the remainder of this Agreement, and
                     this Agreement shall remain in full force and effect and
                     shall be reformed to the greatest extent legally
                     permissible in order to effectuate the original intent of
                     the parties.

             (c)     This Agreement expresses the entire agreement of the
                     parties with respect to the matters addressed herein and
                     may not be amended or modified except pursuant to a
                     written amendment signed by all the parties hereto. No
                     course of dealing or omission or delay on the party of any
                     party hereto in asserting or exercising any right
                     hereunder shall constitute or operate as a waiver of such
                     right and no waiver of any provision hereof shall be
                     effected unless in writing and signed by or on behalf of
                     the party against whom the waiver is asserted. No waiver
                     shall be deemed a continuing waiver or a waiver in respect
                     of any other or subsequent breach or default or
                     performance due hereunder, unless expressly so stated in
                     writing.

         31. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.


                                      -16-
<PAGE>









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                                      -17-


<PAGE>


         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date set forth above.

                                        BRUNSWICK CAPITAL PARTNERS INC.



                                        By:  /s/ Greg L. Ticknor
                                             ----------------------------------
                                             Greg L. Ticknor
                                             Its President
                                             ----------------------------------


                                        SHANECY, INC.


                                        By:  /s/ Harry J. Weitzel
                                             ----------------------------------
                                             Harry J. Weitzel
                                             Its Chief Executive Officer
                                             ----------------------------------


                                        /s/ Greg L. Ticknor
                                        ---------------------------------------
                                        Greg L. Ticknor


                                        /s/ Jeremy Kuiper
                                        ---------------------------------------
                                        Jeremy Kuiper


                                        /s/ David Andera
                                        ---------------------------------------
                                        David Andera


                                        /s/ Scott Swain
                                        ---------------------------------------
                                        Scott Swain






                                      -18-
<PAGE>

                              ADDENDUM TO AGREEMENT
                          CONCERNING ISSUANCE OF SHARES
                       AND RELATED CORPORATE TRANSACTIONS
                              DATED MARCH 13, 2000

         This Addendum is made and entered into by and among eCard Solutions,
Inc. f/k/a Brunswick Capital Partners, Inc. ("Brunswick"), Shanecy, Inc.
("Shanecy"), Shanecy Holdings, Inc. ("Shanecy Holdings"), Greg L. Ticknor
("Ticknor"), Jeremy Kuiper ("Kuiper"), David S. Andera ("Andera") and Scott
Swain ("Swain").

         The parties hereto have entered into an Agreement Concerning Issuance
of Shares and Related Corporate Transactions dated March 13, 2000 (hereinafter
the "Master Agreement"), and wish to amend and modify such Master Agreement as
set forth herein.

         Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Master Agreement.

              1.  The Master Agreement provides that the Existing Preferred
                  Shares are currently held by Shanecy as evidenced by that
                  certain Stock Certificate No. P-2 with the date of such
                  issuance left blank. The parties hereby acknowledge and agree
                  that the Existing Preferred Shares are currently held by
                  Shanecy Holdings, a Nevada corporation and wholly-owned
                  subsidiary of Shanecy, as evidenced by that certain Stock
                  Certificate No. P-2 issued by Brunswick to Shanecy Holdings
                  dated as of January 18, 2000.

              2.  The Master Agreement provides that upon its execution
                  Brunswick shall issue to Shanecy stock certificates
                  representing 400 Series A Preferred Shares. The parties hereby
                  acknowledge and agree that Brunswick shall issue to Shanecy
                  Holdings stock certificates representing 400 Series A
                  Preferred Shares. All rights and privileges of Series A
                  Preferred Shares provided in the Master Agreement belong to
                  Shanecy Holdings.

              3.  Shanecy Holdings and Shanecy jointly and severally agree to be
                  bound by the obligations of Shanecy in the Master Agreement.

              4.  Representations and Warranties of Shanecy Holdings. Shanecy
                  Holdings hereby represents and warrants to the other parties
                  hereto as follows:

                      (a)  Shanecy Holdings is a corporation duly organized,
                           validly existing, and in good standing under the laws


<PAGE>

                           of the State of Nevada and has the full power and
                           authority to own its assets and carry on its business
                           in the manner and places where such assets are now
                           owned and such business is now being conducted.

                      (b)  Shanecy Holdings has full power and authority to
                           execute and deliver this Agreement and each other
                           Transaction Document to which it is a party and to
                           perform its obligations hereunder and thereunder.
                           This Agreement has been, and as of the Closing Date
                           each other Transaction Document to which Shanecy
                           Holdings is a party is, duly executed and delivered
                           and when so executed and delivered shall constitute a
                           legally valid and binding obligation of Shanecy
                           Holdings enforceable against it in accordance with
                           its terms, subject to bankruptcy, insolvency,
                           reorganization, moratorium, or similar laws now or
                           hereafter in effect relating to creditors' rights
                           generally and subject also to equitable principles
                           limiting the enforceability of certain remedies.

                      (c)  The execution and delivery of this Agreement do not,
                           and the execution and delivery of each other
                           Transaction Document to which it is a party and the
                           performance by Shanecy Holdings of its obligations
                           hereunder and thereunder will not, violate any
                           provision of Shanecy Holdings' Articles of
                           Incorporation or By-Laws and do not and will not
                           conflict with or result in any breach of any
                           condition or provision of, or constitute a default
                           under, or create or give rise to any adverse right of
                           termination or cancellation by, or excuse the
                           performance of, any other person, or result in the
                           creation or imposition of any lien upon Shanecy
                           Holdings or any of its assets or the acceleration of
                           the maturity or date of payment or other performance
                           of any other obligation of Shanecy Holdings by reason
                           of the terms of any agreement, indenture, instrument,
                           license, lease, lien, or Order to which Shanecy
                           Holdings is a party or which is or purports to be
                           binding upon Shanecy Holdings or to which the assets
                           of Shanecy Holdings are subject.

                      (d)  No consent of or notice to any other party is
                           required as to Shanecy Holdings in connection with
                           the execution and delivery by Shanecy Holdings of
                           this Agreement or any other Transaction Document to
                           which it is a party or the performance of the
                           obligations of Shanecy Holdings hereunder or
                           thereunder.

                      (e)  No Litigation is pending or, to the best of Shanecy
                           Holdings' knowledge, threatened against Shanecy
                           Holdings which will materially affect the assets,
                           operations, or financial or other condition of
                           Shanecy Holdings or, in the event of an unfavorable
                           outcome, would prohibit, invalidate or make unlawful,


                                      -2-
<PAGE>

                           in whole or in part, this Agreement or any other
                           Transaction Document or the carrying out of the
                           provisions hereof or thereof. Shanecy Holdings is not
                           in default under any Order enjoining Shanecy Holdings
                           in respect of, or the effect of which is to prohibit
                           or curtail Shanecy Holdings performance of, its
                           obligations hereunder or under any other Transaction
                           Document.

                      (f)  Shanecy Holdings is the legal and beneficial owner
                           of, and has good and marketable title to, the
                           Existing Preferred Shares.

              5.  The parties hereby acknowledge and agree that Sections 18 and
                  20 of the Master Agreement shall be modified to provide that
                  the Agreement shall be of no further force or effect if
                  Closing has not occurred on or before March 13, 2000.

              6.  Except as modified hereunder, all of the terms and conditions
                  set forth in the Master Agreement are hereby ratified and
                  confirmed.

         IN WITNESS WHEREOF, the parties have executed this Addendum as of the
13th day of March, 2000.


                                         BRUNSWICK CAPITAL PARTNERS INC.



                                         By:  /s/ Greg L. Ticknor
                                              --------------------------------
                                              Greg L. Ticknor
                                              Its President
                                              --------------------------------


                                         SHANECY, INC.


                                         By:  /s/ Harry J. Weitzel
                                              --------------------------------
                                              Harry J. Weitzel
                                              Its Chief Executive Officer
                                              --------------------------------


                                         /s/ Greg L. Ticknor
                                         -------------------------------------
                                         Greg L. Ticknor


                                         /s/ Jeremy Kuiper
                                         -------------------------------------
                                         Jeremy Kuiper


                                      -3-
<PAGE>


                                         /s/ David Andera
                                         -------------------------------------
                                         David Andera


                                         /s/ Scott Swain
                                         -------------------------------------
                                         Scott Swain















                                      -4-