Exhibit 10.22

                      STOCK AND WARRANT PURCHASE AGREEMENT

     THIS STOCK AND WARRANT PURCHASE  AGREEMENT (this "AGREEMENT") is made as of
October 19, 2000, by and among EBIZ ENTERPRISES, INC., a Nevada corporation (the
"COMPANY"), THE CANOPY GROUP, INC., a Utah corporation (the "PURCHASER") and JEM
VENTURES EBIZ, LLC, a Delaware limited liability company (the "SELLER").

                                    RECITALS:

     A.   Purchaser  desires  to  purchase  2,500,000  shares of the  issued and
          outstanding common stock of the Company (the "SHARES");

     B.   Seller holds a debenture (the "DEBENTURE")  issued by the Company that
          is convertible into shares of the Company's common stock;

     C.   Company  desires to cause the holder of the  Debenture  to convert the
          Debenture  in  accordance  with its  terms,  and  benefits  from  such
          conversion  as a result of a decrease  in Company  debt and release of
          certain collateral securing the Debenture.

     D.   In order to accomplish the  foregoing,  the parties hereto hereby make
          and enter into this Agreement.

                                   AGREEMENT:

     The parties hereby agree as follows:

     1. PURCHASE AND SALE OF COMMON STOCK AND WARRANT

          1.1  PURCHASE  AND SALE OF  COMMON  STOCK.  Subject  to the  terms and
conditions of this Agreement, at the Closing,  Purchaser agrees to purchase from
Seller and Seller agrees to sell to Purchaser the Shares for the purchase  price
of $1.00 per share (the "PURCHASE  PRICE"),  for an aggregate  purchase price of
$2,500,000, payable by wire transfer.

          1.2 ISSUANCE OF WARRANTS.  Subject to the terms and conditions of this
Agreement,  at the Closing,  the Company  shall issue to  Purchaser  warrants to
purchase  850,000  shares of the common  stock of the Company at $1.00 per share
and warrants to purchase an  aggregate of 500,000  shares of Common Stock of the
Company at $1.10 per share (the "WARRANTS") and shall execute warrant agreements
in the forms  attached  hereto as  EXHIBIT A and  EXHIBIT B  (collectively,  the
"WARRANT  AGREEMENTS").  The shares of common stock issued to Purchaser pursuant
to the Warrant  Agreements  shall be  hereinafter  referred  to as the  "WARRANT
SHARES."
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          1.3 CLOSING; DELIVERIES.

          (a) The purchase and sale of the Shares and Warrants  shall take place
at the offices of Purchaser on or before October 20, 2000, or at such other time
and place as the parties may mutually  agree,  orally or in writing  (which time
and place are designated as the "CLOSING").

          (b) At the  Closing,  Purchaser  shall  cause a wire  transfer  in the
amount of the Purchase Price to be made to a bank account  designated in writing
by Seller.

          (c) At the Closing,  Seller shall deliver written instructions for the
conversion  of portions of principal of the Debenture in exchange for the Shares
together  with written  instructions  authorizing  and  directing the Company to
transfer the Shares into Purchaser's name on the books of the Company.

          (d) At the  Closing,  the  Company  shall  deliver  to  Purchaser  the
executed Warrant Agreements.

          (e) At the  Closing,  the  Company  and  Purchaser  shall  execute  an
investors'  rights  agreement  in the form  attached  hereto  as  EXHIBIT C (the
"INVESTOR RIGHTS AGREEMENT").

     2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

     As an inducement  for the  Purchaser to purchase the Shares,  such purchase
being of  material  benefit  to the  Company,  the  Company  hereby  represents,
warrants and  covenants to Purchaser as of the date of this  Agreement and as of
Closing, the following:

          2.1 ORGANIZATION,  GOOD STANDING AND  QUALIFICATION.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all  requisite  corporate  power and authority to
carry on its  business as now  conducted  and as proposed to be  conducted.  The
Company is duly  qualified to transact  business and is in good standing in each
jurisdiction  in which the failure so to qualify  would have a material  adverse
effect  on  the  business,   properties,   prospects,  condition  (financial  or
otherwise) or results of operations of the Company and its subsidiaries taken as
a whole or on the consummation of any of the  transactions  contemplated by this
Agreement (a "MATERIAL ADVERSE EFFECT").

          2.2  AUTHORIZATION.  All corporate  action on the part of the Company,
its  officers,  directors  and  shareholders  necessary  for the  authorization,
execution  and  delivery  of this  Agreement,  the  Warrant  Agreements  and the
Investor's  Rights  Agreement (this  Agreement,  the Warrant  Agreements and the
Investor's  Rights  Agreement  are  collectively   referred  to  herein  as  the
"TRANSACTION  AGREEMENTS"),  the  performance of all  obligations of the Company
hereunder and  thereunder  and the  authorization,  issuance and delivery of the
Warrant  Shares have been taken or will be taken prior to the  Closing.  Each of
the Transaction  Agreements has been duly and validly  executed and delivered by
the  Company  and each  Transaction  Agreement  constitutes  a valid and binding
obligation of the Company  enforceable  against it in accordance with its terms,
subject   to   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and

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remedies  generally  and except as rights to indemnity and  contribution  may be
limited by federal or state securities laws or the public policy underlying such
laws.

          2.3 VALID  ISSUANCE  OF  SECURITIES.  The  Shares,  when  issued  upon
conversion of the Debenture as specified  above,  will be validly issued,  fully
paid and  nonassessable  and free of restrictions on transfer.  The Warrants and
the Warrant Shares, when sold, issued and delivered in accordance with the terms
hereof for the  consideration  expressed herein,  will be validly issued,  fully
paid  and  nonassessable  and  free  of  restrictions  on  transfer  other  than
restrictions  on transfer under this Agreement and applicable  state and federal
securities  laws.  Based in part upon the  representations  of Purchaser in this
Agreement, the Warrants and the Warrant Shares will be issued in compliance with
applicable federal securities and state securities laws.

          2.4 CAPITALIZATION.

               (a) AUTHORIZED  AND  OUTSTANDING  CAPITAL  STOCK.  The authorized
     capital stock of the Company consists of: 70,000,000 shares of common stock
     and  5,000,000  shares of  preferred  stock of which  22,596,544  shares of
     common stock and 7,590 shares of preferred  stock,  designated  as Series A
     10%  Convertible  Preferred are  outstanding or have been  designated to be
     issued by the  Company.  The  Company  has  outstanding  stock  options  to
     purchase   1,507,450  shares  of  common  stock  and  anticipates   issuing
     additional  options  to  purchase  5,400,000  shares of common  stock.  The
     Company has  outstanding  warrants to purchase  5,308,254  shares of common
     stock.  The  Company  has  assumed  debentures  outstanding  that  will  be
     converted,  with accrued interest, into 2,509,810 shares of common stock in
     January 2001 and has outstanding the Debenture,  which is convertible  into
     common  stock at  variable  prices.  The  exercise  price  for each of such
     outstanding  options,  warrants and  debentures is accurately  set forth on
     SCHEDULE 2.4(A) hereto.

               (b) NO OTHER  RIGHTS.  Except as  disclosed  on  SCHEDULE  2.4(B)
     hereto,  there  are no  preemptive,  subscription,  "CALL,"  right of first
     refusal or other  similar  rights to  acquire  any  capital  stock or other
     voting  securities of the Company or any of its subsidiaries that have been
     issued or granted to any person and no other  obligations of the Company or
     any of its subsidiaries to issue, grant, extend or enter into any security,
     option,  warrant,  "CALL,"  right,  commitment,  agreement,  arrangement or
     undertaking with respect to any of their respective capital stock.

               (c)   SUBSIDIARIES.   SCHEDULE   2.4(C)   hereto  lists  all  the
     subsidiaries of the Company. Except as disclosed on SCHEDULE 2.4(C) hereto,
     the Company does not own or control,  directly or indirectly,  any interest
     in  any  other   corporation,   partnership,   limited  liability  company,
     unincorporated business organization,  association, trust or other business
     entity.

          2.5  REPORTING  COMPANY  STATUS/SHARE  REGISTRATION.  The  Company has
registered its common stock  pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the  "EXCHANGE  ACT").  The Company has  registered the
Shares for resale by the Seller  pursuant  to the  applicable  provision  of the

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Securities  Act of  1933,  as  amended  ("SECURITIES  ACT")  and the  rules  and
regulations  thereunder and has caused the registration statement related to the
Shares to be  declared  effective  by the  Securities  and  Exchange  Commission
("COMMISSION").  Upon issuance, the certificate  representing the Shares will be
issued free of any restrictive legend thereon.

          2.6 RECENT  STOCK  ISSUANCES.  SCHEDULE  2.6 hereto sets forth (i) all
issuances and sales by the Company since January 1, 2000, of its capital  stock,
and other securities convertible into or exercisable or exchangeable for capital
stock of the Company,  (ii) the amount of such  securities  sold,  including the
amount of any underlying shares of capital stock, (iii) purchaser  thereof,  and
(iv) the amount paid therefor.

          2.7 ISSUANCE OF ADDITIONAL STOCK, OPTIONS OR WARRANTS. Notwithstanding
anything to the contrary contained in this Agreement, the Company agrees that if
it issues,  during the next 18 months after Closing, any additional common stock
or warrants or options to purchase  any  additional  common stock of the Company
(excluding  common  stock  underlying  any  outstanding   debentures,   options,
warrants,  convertible securities or the like), and if the purchase price of the
common stock or the strike or exercise price for the warrants or options is less
than the Purchase Price (the "LESSER  PRICE"),  then the Company shall forthwith
either (i) issue  additional  shares of common stock to Purchaser  sufficient to
increase the number of shares  Purchaser  receives  under this  Agreement to the
amount it would have received if the Purchase Price had been equal to the Lesser
Price, or (ii) refund the difference in cash to Purchaser.

          2.8  NON-CONTRAVENTION.  Except  as set  forth on  SCHEDULE  2.8,  the
execution  and  delivery  by the  Company  of the  Transaction  Agreements,  the
issuance of the Shares, the issuance of the Warrants and the consummation by the
Company of the other transactions  contemplated  hereby and thereby, do not, and
compliance with the provisions of the Transaction  Agreements will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a material benefit under, or result in
the creation of any lien upon any of the  properties or assets of the Company or
any of its subsidiaries  under, or result in the termination of, or require that
any  consent  be  obtained  or any  notice be given  with  respect  to,  (i) the
Certificate of Incorporation or Bylaws of the Company or the comparable  charter
or organizational documents of any of its subsidiaries,  (ii) any loan or credit
agreement, note, bond, mortgage,  indenture, lease, contract or other agreement,
instrument  or permit  applicable to the Company or any of its  subsidiaries  or
their  respective  properties or assets,  or (iii) any law applicable to, or any
judgment,  decree or order of any court or government  body having  jurisdiction
over,  the  Company  or any  of its  subsidiaries  or  any of  their  respective
properties or assets.

          2.9 APPROVALS.  No authorization,  approval or consent of any court or
public or  governmental  authority is required to be obtained by the Company for
the purchase and sale of the Shares or the issuance of the Warrants, except such
authorizations,  approvals  and  consents  as have been  obtained by the Company
prior to the date hereof.

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          2.10  COMMISSION  FILINGS.  The Company has  properly and timely filed
with the Commission all reports,  proxy  statements,  forms and other  documents
required to be filed with the  Commission  under the Exchange Act since  January
2000  (the  "COMMISSION  FILINGS").  As  of  their  respective  dates,  (i)  the
Commission  Filings  complied in all material  respects with the requirements of
the Exchange Act and the rules and  regulations  of the  Commission  promulgated
thereunder  applicable  to  such  Commission  Filings,  and  (ii)  none  of  the
Commission Filings contained at the time of its filing any untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company included in the Commission Filings, as of the dates of
such  documents,  were true and complete in all  material  respects and complied
with applicable accounting  requirements and the published rules and regulations
of the  Commission  with  respect  thereto,  were  prepared in  accordance  with
generally accepted  accounting  principles in the United States ("GAAP") (except
in the case of unaudited statements permitted under the Exchange Act) applied on
a consistent  basis during the periods  involved  (except as may be indicated in
the notes thereto) and fairly presented the consolidated  financial  position of
the Company and its  subsidiaries  as of the dates thereof and the  consolidated
results of their  operations and cash flows for the periods then ended (subject,
in the case of unaudited  statements,  to normal year-end audit adjustments that
in  the  aggregate  are  not  material  and to any  other  adjustment  described
therein).

          2.11 ABSENCE OF CERTAIN CHANGES. Except as disclosed in SCHEDULE 2.11,
since  the  most  recent  date  of the  financial  statements  contained  in the
Commission  Filings,  there has not occurred any change,  event,  development or
condition  in  the  business,  financial  condition,  prospects  or  results  of
operations of the Company and the  subsidiaries,  having or reasonably likely to
have a  Material  Adverse  Effect  and the  Company  and its  subsidiaries  have
conducted their respective businesses only in the ordinary course.

          2.12 FULL  DISCLOSURE.  There is no fact known to the  Company  (other
than general economic or industry conditions known to the public generally) that
has not been  disclosed in writing to  Purchaser  that (i)  reasonably  could be
expected to have a Material Adverse Effect on the Company, (ii) reasonably could
be expected to  materially  and  adversely  affect the ability of the Company to
perform  its  obligations  pursuant  to  the  Transaction  Agreements  or  (iii)
reasonably affect Purchaser's decision to purchase the Shares.

          2.13  ABSENCE OF  LITIGATION.  Except as set forth on  SCHEDULE  2.13,
there are (i) no suits,  actions or proceedings  pending or, to the knowledge of
the Company, threatened against the Company or any of its subsidiaries,  (ii) no
complaints,  lawsuits, charges or other proceedings pending or, to the knowledge
of the Company, threatened in any forum by or on behalf of any present or former
employee of the Company or any of its subsidiaries, any applicant for employment
or classes of the foregoing  alleging breach of any express or implied  contract
of  employment,  any  applicable  law governing  employment  or the  termination
thereof or other discriminatory, wrongful or tortious conduct in connection with
the employment  relationship,  and (iii) no judgments,  decrees,  injunctions or
orders  of any court or other  governmental  entity  or  arbitrator  outstanding
against the Company or any subsidiary.

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          2.14  ABSENCE OF EVENTS OF DEFAULT.  No "EVENT OF DEFAULT" (as defined
in any  agreement  or  instrument  to which the Company is a party) and no event
which, with notice,  lapse of time or both, would constitute an Event of Default
(as so defined), has occurred and is continuing.

          2.15 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES. The Company has
delivered to Purchaser true and complete copies of the audited balance sheets of
the Company as of June 30, 2000 and 1999, and the related audited  statements of
income,  changes in stockholders' equity and cash flows for the fiscal year then
ended  including  the  related  notes  and  schedules  thereto  (the  "FINANCIAL
STATEMENTS").  The Financial Statements are complete and correct in all material
respects,  have been prepared in accordance  with GAAP,  and fairly  present the
financial  position,  results of operations  and cash flows of the Company as of
the dates and for the periods indicated.  For purposes hereof, the balance sheet
of the Company as of June 30, 2000 is  hereinafter  referred to as the  "BALANCE
SHEET" and June 30, 2000 is hereinafter referred to as the "BALANCE SHEET DATE."
The Company has no  indebtedness,  obligations  or  liabilities  of any material
nature (whether accrued,  absolute,  contingent or otherwise, and whether due or
to become due),  which was not fully reflected in, reserved against or otherwise
described in the Balance  Sheet or the notes thereto or incurred in the ordinary
course of  business  consistent  with the  Company's  past  practices  since the
Balance Sheet Date.

          2.16  COMPLIANCE  WITH  LAWS;  PERMITS.  Each of the  Company  and its
subsidiaries  is  in  compliance  with  all  laws,  rules,  regulations,  codes,
ordinances  and  statutes  (collectively,  "LAWS")  applicable  to it or to  the
conduct of its business. The Company possesses all material permits,  approvals,
authorizations,   licenses,  certificates  and  consents  from  all  public  and
governmental authorities which are necessary to conduct its business.

          2.17 RELATED PARTY TRANSACTIONS. Except as set forth in the Commission
Filings, neither the Company nor any of its officers,  directors or "AFFILIATES"
(as such term is defined in Rule 12b-2  under the  Exchange  Act) nor any family
member of any  officer,  director or  Affiliate  of the Company has borrowed any
moneys from or has outstanding any indebtedness or other similar  obligations to
the Company or any of the  subsidiaries.  Except as set forth in the  Commission
Filings,  neither the Company nor any of its  officers,  directors or Affiliates
nor any family  member of any officer,  director or Affiliate of the Company (i)
owns any  direct or  indirect  interest  constituting  more than a 1% equity (or
similar  profit  participation)  interest  in,  or  controls  or is a  director,
officer,  partner, member or employee of, or consultant or lender to or borrower
from,  or has the right to  participate  in the profits of, any person or entity
which is (a) a competitor,  supplier,  customer,  landlord,  tenant, creditor or
debtor of the Company or any  subsidiary,  (b) engaged in a business  related to
the  business  of the Company or any  subsidiary,  or (c) a  participant  in any
transaction to which the Company or any subsidiary is a party or (ii) is a party
to any contract, agreement,  commitment or other arrangement with the Company or
any subsidiary.

          2.18 INTELLECTUAL PROPERTY. The Company owns or possesses adequate and
enforceable  rights  to  use  all  patents,  patent  applications,   trademarks,
trademark  applications,  trade  names,  service  marks,  copyrights,  copyright
applications,  licenses,  know-how (including trade secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential   information,   systems  or

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procedures)  and other similar rights and proprietary  knowledge  (collectively,
"INTANGIBLES") necessary for the conduct of its business as now being conducted.
The Company has all right,  title and interest in all of the  Intangibles,  free
and clear of any and all liens,  security interests or other  encumbrances.  The
Company is not infringing upon or in conflict with any right of any other person
with respect to any  Intangibles.  Except as disclosed on SCHEDULE  2.13 hereto,
(i) no claims have been asserted by any  individual,  partnership,  corporation,
unincorporated organization or association,  limited liability company, trust or
other entity (collectively, a "PERSON") contesting the validity, enforceability,
use or  ownership  of any  Intangibles,  and the Company has no knowledge of any
basis for such claim,  and (ii) neither the Company nor the subsidiaries has any
knowledge of  infringement or  misappropriation  of the Intangibles by any third
party.

          2.19  CONTRACTS.  All  contracts,   agreements,   notes,  instruments,
franchises,  leases,  licenses,  commitments,  arrangements  or  understandings,
written or oral  (collectively,  "CONTRACTS") which are material to the business
and operations of the Company and the  subsidiaries are in full force and effect
and  constitute  legal,  valid and  binding  obligations  of the Company and the
subsidiaries  and,  to the best  knowledge  of the  Company,  the other  parties
thereto;  the Company and the  subsidiaries  and, to the best  knowledge  of the
Company,  each other party thereto,  have performed in all material respects all
obligations  required  to be  performed  by them  under  the  Contracts,  and no
material violation or default exists in respect thereof, nor any event that with
notice or lapse of time, or both,  would  constitute a default  thereof,  on the
part of the  Company  and the  subsidiaries  or,  to the best  knowledge  of the
Company,  any other party  thereto;  none of the  Contracts is  currently  being
renegotiated; and the validity,  effectiveness and continuation of all Contracts
will not be materially  adversely  affected by the transactions  contemplated by
this Agreement.

          2.20  REGISTRATION  RIGHTS.  Except as set forth on SCHEDULE  2.20, no
Person has, and as of the Closing,  except as provided in the Investors'  Rights
Agreement,  no Person shall have,  any demand,  "PIGGY-BACK"  or other rights to
cause the Company to file any  registration  statement under the Securities Act,
relating to any of its  securities or to  participate  in any such  registration
statement.

          2.21 BUSINESS PLAN. Any business information of the Company previously
submitted to Purchaser in any form, including the projections contained therein,
was prepared by the senior  management of the Company in good faith and is based
on assumptions that the Company believes are reasonable.  Except as disclosed in
writing to  Purchaser,  the Company is not aware of any fact or  condition  that
could  reasonably be expected to result in the Company not achieving the results
described in such business plan.

          2.22 NOTE REPAYMENT.  Within seven days of the Closing,  Company shall
repay the indebtedness plus all accrued interest owed to Purchaser by Company in
the original principal amount of $500,000 and by LinuxMall, Inc. in the original
principal amount of $500,000.  Purchaser agrees to extend the term of payment of
each  note  representing  such  indebtedness  to the date  seven  days  from the
Closing.

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          2.23  BOARD  REPRESENTATION.  So  long as  Purchaser  holds  at  least
1,875,000 of the Shares purchased under this Agreement or the Warrants (adjusted
for  stock  splits,  stock  dividends,   recapitalization  and  similar  capital
adjustments),  Purchaser  shall have the right to  designate  a person  with the
approval of the Company which  approval shall not be  unreasonably  withheld who
shall  be  appointed  a  member  to  the  Company's  Board  of  Directors.  Upon
designation,  Company  shall cause such designee to be appointed to the Board of
Directors  and shall use its best efforts to cause such  designee (or  successor
designee)  to be  reelected  to as a member  of the  Board of  Directors  of the
Company.  Upon exercise of  Purchaser's  right of  designation,  the Company may
increase  the number of members of its Board of  Directors  by one from the then
existing  total or may appoint such designee to fill any vacancy in the existing
Board of Directors.  The initial person  designated by Purchaser is Ransom Love,
who has also  been  designated  to serve as a member of the  Company's  Board of
Directors  by Caldera  Systems,  Inc. In the event that Ransom Love  declines or
fails to serve as Purchaser's  designee, or in the event Purchaser determines to
designate a different  person,  then the designee  shall be such other person as
Purchaser  shall designate with the approval of the Company which approval shall
not be unreasonably withheld. The designation of a person other than Ransom Love
by Purchaser  shall not affect or alter the rights of Caldera  Systems,  Inc. to
continue to designate Ransom Love to serve as a member of the Board of Directors
of the Company.

          2.24  NO  MISREPRESENTATION.  No  representation  or  warranty  of the
Company contained in this Agreement or any of the other Transaction  Agreements,
any schedule, annex or exhibit hereto or thereto or any agreement, instrument or
certificate  furnished  by the Company to Purchaser  pursuant to this  Agreement
contains any untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading.

     3. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  hereby  represents,  warrants and  covenants to the Company and the
Purchaser as of the date of this Agreement and as of Closing, the following:

          3.1  AUTHORIZATION.  All action on the part of Seller and its managers
and members as necessary for the  authorization,  execution and delivery of this
Agreement and the performance of all  obligations of Seller  hereunder have been
taken or will be taken prior to the Closing.

          3.2 OWNERSHIP. Seller owns all right, title and interest in and to the
Shares and the sale and transfer of the Shares to Purchaser in  accordance  with
the  terms of this  Agreement  shall be free and  clear of any  liens,  security
interests or other encumbrances,  including any restrictions on transfer imposed
by federal or state securities law.

     4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents,  warrants and covenants to the Company and the
Seller as of the date of this Agreement and as of Closing, the following:

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          4.1 AUTHORIZATION.  All corporate action on the part of Purchaser, its
officers, directors and shareholders necessary for the authorization,  execution
and delivery of the Transaction  Agreements,  the performance of all obligations
of Purchaser  hereunder and  thereunder has been taken or will be taken prior to
the Closing.

          4.2  PURCHASE  ENTIRELY FOR OWN  ACCOUNT;  ABILITY TO BEAR RISK.  This
Agreement is made with Purchaser in reliance upon Purchaser's  representation to
the Company, which by Purchaser's execution of this Agreement,  Purchaser hereby
confirms,  that  the  Warrants  and the  Warrant  Shares  will be  acquired  for
investment for Purchaser's own account,  not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that Purchaser has
no present  intention of selling,  granting any  participation  in, or otherwise
distributing the same.  Purchaser further represents that it has not been formed
for the specific  purpose of acquiring the Warrants or the Warrant  Shares,  and
Purchaser  does not  presently  have any  contract,  undertaking,  agreement  or
arrangement  with any person to sell,  transfer or grant  participation  to such
person or to any third  person,  with  respect to the Warrants or any portion of
the Warrant Shares.  Purchaser's  present financial condition is such that it is
under no present or  contemplated  future  need to  dispose of the  Warrants  or
Warrant  Shares,  or any portion thereof to satisfy any existing or contemplated
undertaking, need, or indebtedness. Purchaser is capable of bearing the economic
risk  and the  burden  of this  venture,  including,  but not  limited  to,  the
possibility  of the  complete  loss  of the  purchase  amount  and  the  limited
transferability  of the  Warrants  and the  Warrant  Shares,  which may make the
liquidation of the Warrants and the Warrant Shares impossible for the indefinite
future.

          4.3 RESTRICTED SECURITIES. Purchaser understands that the Warrants and
the  Warrant  Shares  have  not  been,  and will not be,  registered  under  the
Securities  Act,  by  reason  of a  specific  exemption  from  the  registration
provisions of the  Securities  Act which depends upon,  among other things,  the
bona fide  nature of the  investment  intent  and the  accuracy  of  Purchaser's
representations as expressed herein. Purchaser understands that the Warrants and
Warrant Shares are  characterized as "RESTRICTED  SECURITIES"  under the federal
securities  laws  inasmuch  as they are being  acquired  from the  Company  in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable regulations the Warrants and the Warrant Shares may be resold without
registration under the Securities Act only in certain limited circumstances.

          4.4 LEGENDS.  Purchaser  understands that the Warrants and the Warrant
Shares, and any securities issued in respect thereof or exchange  therefor,  may
bear a restrictive legend in substantially the following form:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER THE  SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
          SECURITIES LAWS IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION,
          AND HAVE BEEN  ACQUIRED FOR  INVESTMENT  AND NOT WITH A VIEW TO, OR IN
          CONNECTION  WITH, THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR
          DISPOSITION  MAY  BE  EFFECTED   WITHOUT  AN  EFFECTIVE   REGISTRATION
          STATEMENT RELATED THERETO OR UNLESS THE COMPANY RECEIVED AN OPINION OF
          COUNSEL  SATISFACTORY  TO IT THAT SUCH  REGISTRATION  IS NOT  REQUIRED
          UNDER THE ACT.

                                        9
<PAGE>
In addition,  the Warrants and the Warrant Shares,  and any securities issued in
respect thereof or exchange  therefor,  may bear any legend required by the Blue
Sky laws of any state to the extent such laws are  applicable to the Warrants or
the Warrant Shares represented by the certificate so legended.

          4.5  ACCREDITED  INVESTOR.  Purchaser  is an  accredited  investor  as
defined in Rule 501 (a) of Regulation D promulgated under the Securities Act.

          4.6 KNOWLEDGE AND  EXPERIENCE.  Purchaser is experienced in evaluating
and  making  speculative  investments,  and  has the  capacity  to  protect  its
interests  in  connection  with the  purchase  of the  Warrants  and the Warrant
Shares.  Purchaser has such  knowledge and  experience in financial and business
matters  in  general,  and  investments  in  particular,  that it is  capable of
evaluating  the merits and risks of its purchase of the Warrants and the Warrant
Shares.

          4.7 MANNER OF SALE. Purchaser has had the opportunity to ask questions
of and receive  answers from the Company  concerning the terms and conditions of
this  transaction.  At no time was Purchaser  presented  with or solicited by or
through any leaflet, public promotional meeting, television advertisement or any
other form of general advertising.

     5. CONDITIONS OF PURCHASER'S OBLIGATIONS AT CLOSING

     The obligations of Purchaser to the Company and Seller under this Agreement
are  subject  to the  fulfillment,  on or  before  the  Closing,  of each of the
following conditions, unless otherwise waived:

          5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company and the Seller contained in Sections 2 and 3, respectively, shall
be true and correct on and as of the Closing with the same effect as though such
representations  and  warranties  had  been  made  on and as of the  date of the
Closing.

          5.2  PERFORMANCE.  The Company and the Seller shall have performed and
complied with all covenants, agreements, obligations and conditions contained in
this  Agreement  that are required to be performed or complied  with by it on or
before the Closing.

          5.3 QUALIFICATIONS. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in  connection  with the lawful sale and transfer of the
Shares and the  issuance of the  Warrants  pursuant to this  Agreement  shall be
obtained and effective as of the Closing.

          5.4 WARRANT AGREEMENTS.  The Company shall have executed and delivered
the Warrant  Agreements,  in substantially the form attached hereto as EXHIBIT A
and EXHIBIT B.

                                       10
<PAGE>
          5.5 INVESTOR'S RIGHTS AGREEMENT.  The Company and Purchaser shall have
executed and delivered the Investor's  Rights  Agreement,  in substantially  the
form attached hereto as EXHIBIT C.

     6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

     The obligations of the Company to Purchaser and Seller under this Agreement
are  subject  to the  fulfillment,  on or  before  the  Closing,  of each of the
following conditions, unless otherwise waived:

          6.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Seller and Purchaser  contained in Sections 3 and 4,  respectively,  shall be
true and  correct on and as of the  Closing  with the same effect as though such
representations and warranties had been made on and as of the Closing.

          6.2 PERFORMANCE. All covenants, agreements and conditions contained in
this  Agreement  to be  performed  by  Purchaser  and  Seller on or prior to the
Closing shall have been performed or complied with in all material respects.

          6.3 QUALIFICATIONS. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in  connection  with the lawful sale and transfer of the
Shares and the  issuance of the  Warrants  pursuant to this  Agreement  shall be
obtained and effective as of the Closing.

          6.4 DEBENTURE  MODIFICATION.  The Company and Seller have executed and
delivered the letter  agreement,  in  substantially  the form attached hereto as
EXHIBIT D.

     7. CONDITIONS OF THE SELLER'S OBLIGATIONS AT CLOSING

     The  obligations  of the Seller to the  Company  and  Purchaser  under this
Agreement are subject to the fulfillment,  on or before the Closing,  of each of
the following conditions, unless otherwise waived:

          7.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company and Purchaser contained in Sections 2 and 4, respectively,  shall
be true and correct on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing.

          7.2 PERFORMANCE. All covenants, agreements and conditions contained in
this  Agreement to be performed by the Company and  Purchaser on or prior to the
Closing shall have been performed or complied with in all material respects.

          7.3 QUALIFICATIONS. All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in  connection  with the lawful sale and transfer of the
Shares and the  issuance of the  Warrants  pursuant to this  Agreement  shall be
obtained and effective as of the Closing.

                                       11
<PAGE>
     8. MISCELLANEOUS

          8.1  SURVIVAL  OF  WARRANTIES.  Unless  otherwise  set  forth  in this
Agreement,  the  warranties,  representations  and  covenants of the Company and
Purchaser  contained in or made  pursuant to this  Agreement  shall  survive the
execution and delivery of this Agreement and the Closing.

          8.2 TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

          8.3  GOVERNING  LAW.  This  Agreement  and all acts  and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
Utah, without giving effect to principles of conflicts of law.

          8.4  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

          8.5 EXPENSES.  Each party to this Agreement shall pay its own expenses
incurred with respect to this  Agreement,  the documents  referred to herein and
the transactions  contemplated hereby and thereby,  irrespective of whether such
transactions are consummated;  provided,  however,  that if the transactions are
consummated,  Company shall  reimburse  Purchaser up to $5,000 of its legal fees
incurred in the transaction.

          8.6  ATTORNEY'S  FEES.  If any  action at law or in equity  (including
arbitration)  is  necessary  to  enforce  or  interpret  the terms of any of the
Transaction  Agreements,  the  prevailing  party shall be entitled to reasonable
attorney's  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled.

          8.7 ENTIRE AGREEMENT.  This Agreement,  and the documents  referred to
herein  constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
existing between the parties hereto are expressly canceled.

          8.8  OTHER  AGREEMENTS.  Except  as  specifically  set  forth  in this
Agreement,  no provision  herein shall adversely affect or be deemed a waiver of
the  provisions  of any other  agreement  of the  parties  or their  rights  and
obligation as set forth in such agreements.

          8.9 NOTICES. All notices,  requests,  demands and other communications
which are required or may be given under this Agreement  shall be in writing and
shall be deemed to have been duly given when received if  personally  delivered;

                                       12
<PAGE>
when  transmitted if transmitted by telecopy;  the day after it is sent, if sent
for next day delivery to a domestic  address by  recognized  overnight  delivery
service  (E.G.,  Federal  Express);  and upon  receipt,  if sent by certified or
registered mail, return receipt requested.  In each case notice shall be sent to
the parties at the addresses specified below their respective signatures,  or to
such other addresses as the parties may specify in writing from time to time.

     IN WITNESS  WHEREOF,  the  parties  have  executed  this Stock and  Warrant
Purchase Agreement as of the date first written above.

                                     COMPANY:

                                     EBIZ ENTERPRISES, INC.


                                     By: /s/ Stephen C. Herman
                                         ---------------------------------------
                                         Name: Stephen C. Herman
                                         Title: Chief Operations Officer

                                         Address: 15695 North 83rd Way
                                                  Scottsdale, Arizona 85260


                                     SELLER:

                                     JEM VENTURES EBIZ, LLC


                                     By: /s/ David A. White
                                         ---------------------------------------
                                         Name: David A. White
                                         Title: Member Manager

                                         Address: 600 Central Avenue, Suite 214
                                                  Highland Park, Illinois  60035


                                     PURCHASER:

                                     THE CANOPY GROUP, INC.


                                     By: /s/ Darcy Mott
                                         ---------------------------------------
                                         Name: Darcy Mott
                                         Title: Chief Financial Officer and
                                                Treasurer

                                         Address: 240 West Center Street
                                                  Orem, Utah 84057

                                       13
<PAGE>
                                    EXHIBIT A

                                WARRANT AGREEMENT
<PAGE>
                                    EXHIBIT B

                                WARRANT AGREEMENT
<PAGE>
                                    EXHIBIT C

                           INVESTOR'S RIGHTS AGREEMENT
<PAGE>
                                    EXHIBIT D

                      LETTER AGREEMENT REGARDING DEBENTURE