================================================================================










                            STOCK EXCHANGE AGREEMENT

                                  BY AND AMONG

                             EBIZ ENTERPRISES, INC.,

                                INFOMAGIC, INC.,

                                 KIM GOLDBERGER,

                                       AND

                                 JOEL GOLDBERGER


                                 MARCH 22, 2000










================================================================================
<PAGE>
                            STOCK EXCHANGE AGREEMENT

     THIS STOCK EXCHANGE  AGREEMENT (this  "AGREEMENT") is made and entered into
as of March 22, 2000 by and among Ebiz Enterprises,  Inc., a Nevada  corporation
("PURCHASER"),  InfoMagic,  Inc., an Arizona  corporation  ("COMPANY"),  and Kim
Goldberger and Joel Goldberger, (collectively the "STOCKHOLDERS").

                                    RECITALS:

     A. The Company owns and operates  commercial  World Wide Web sites (located
at www.infomagic.com  and at  www.windowsmegasite.com)  that provides the Linux,
windows and open source software community with various software titles;

     B. Stockholders, in the aggregate, are the beneficial owners of 100% of the
issued and outstanding capital stock of the Company; and

     C. Stockholders and Purchaser desire to exchange all of their capital stock
of the Company for shares of common stock of Purchaser.

                                   AGREEMENT:

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. DEFINITIONS.

     "AFFILIATE" means any business entity which, directly or indirectly,  alone
or together with others,  controls, is controlled by, or is under common control
with another person.

     "AGREEMENT"  means this Stock Exchange  Agreement and each of the Schedules
and certificates delivered with this Agreement.  Such Schedules and certificates
are incorporated by reference and made a part of this Agreement.

     "BOOKS" means the books of account,  minute books,  stock certificate books
and stock transfer ledgers of the Company.

     "BUSINESS"  means the  operation  of the  Company's  business as  currently
conducted,  including  operation of the World Wide Web site currently located at
www.infomagic.com.

     "BUSINESS  ENTITY"  means any  person,  corporation,  partnership,  limited
liability company, joint venture, or other entity.

     "CODE" means the Internal Revenue Code of 1986, as amended.
<PAGE>
     "COMPANY" has the meaning ascribed to it in the  introductory  paragraph of
this Agreement.

     "CONTRACT" means any contract, indenture, mortgage or deed of trust, lease,
guaranty,   insurance  policy,   bond,   license,   instrument,   understanding,
obligation, or other agreement.

     "EBIZ SHARES" shall have the meaning ascribed to it in Section 2.1 hereof.

     "EMPLOYMENT   CONTRACTS"  means  all  employment   agreements,   consulting
agreements, and collective bargaining agreements.

     "EMPLOYMENT  PLANS" means all executive  compensation  plans,  bonus plans,
holiday and other bonus practices, deferred compensation agreements,  pension or
retirement plans,  employee stock option or stock purchase plans, employee life,
health, and accident  insurance,  and other employee benefit plans,  agreements,
arrangements or commitments.

     "ENCUMBRANCE" means any mortgage,  pledge,  lien, claim,  charge,  security
interest, restriction or other encumbrance.

     "ENVIRONMENTAL DOCUMENTS" has the meaning given it in Section 6.15.

     "ENVIRONMENTAL LAW" means all Laws relating to the environment or Hazardous
Materials, including the Comprehensive Environmental Response,  Compensation and
Liability  Act  of  1980,   as  amended  by  the   Supervened   Amendments   and
Reauthorization  Act of 1986  ("CERCLA"),  42 U.S.C.ss.  9601 ET SEQ.; the Toxic
Substance  Control  Act  ("TSCA"),  15  U.S.C.ss.  2601 ET SEQ.;  the  Hazardous
Materials   Transportation  Act,  49  U.S.C.ss.   1802  ET  SEQ.;  the  Resource
Conservation  and Recovery Act ("RCRA"),  42 U.S.C.ss.  9601 ET SEQ.;  the Clean
Water Act ("CWA"),  33 U.S.C.  ss.1251 ET SEQ.;  the Safe Drinking Water Act, 42
U.S.C.ss. 300(f) ET SEQ.; the Clean Air Act ("CAA"), 42 U.S.C. ss. 7401 ET SEQ.;
Federal Insecticide,  Fungicide and Rodentcide Act ("FIFRA"), 7 U.S.C.ss. 136 ET
SEQ.; and the Solid Waste Disposal Act ("SWDA"), 42 U.S.C.ss. 6901 ET SEQ.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "FINANCIAL  STATEMENTS"  and "FINANCIAL  STATEMENTS  DATE" have the meaning
ascribed them in Section 6.8.

     "GOVERNMENT" means any legislature,  executive, department,  administrative
agency, municipality,  subdivision,  instrumentality,  or other authority of the
United States, any state, or any foreign country.

     "HAZARDOUS   MATERIALS"  means  hazardous  wastes,   hazardous  substances,
hazardous constituents, toxic substances, pollutants, contaminants,  radioactive
materials, related materials, and any other substances,  constituents or wastes,
whether solids,  liquids or gases, subject to regulation under any Environmental
Laws.

                                        3
<PAGE>
     "INDEMNIFIED  PARTY"  and  "INDEMNIFYING  PARTY"  shall  have the  meanings
ascribed to them in Section 10.1 hereof.

     "INTELLECTUAL  PROPERTY"  means  all  patents,   trademarks,  trade  names,
Internet  domain  names,  service  marks,  other trade rights,  logos,  slogans,
copyrights, licenses and similar intangibles.

     "LAW" means any law, statute, ordinance, rule, regulation, order, judgment,
injunction or decree.

     "LOSS" means all expenses (including  reasonable  attorneys fees),  losses,
claims, damages and liabilities.

     "ORDER" means any order, decree, decision, injunction, finding or judgment.

     "PERMITS" means all approvals,  permits, licenses, filings,  registrations,
certificates, orders, authorizations,  qualifications or other consents from any
Government, self-regulatory authority or any other third party.

     "PROCEEDING" means any claim, action, suit, mediation,  arbitration,  labor
grievance, Government investigation or other legal or administrative proceeding.

     "PROPERTIES"  means all  material  properties  and assets  reflected in the
Financial Statements or in Schedule 6.16.

     "PURCHASER" has the meaning ascribed to it in the introductory paragraph of
this Agreement.

     "SEC" means the United States Securities and Exchange Commission.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITY  RIGHTS"  means  all  subscriptions,  options,  warrants,  calls,
contracts, demands, commitments,  convertible securities, or other agreements or
arrangements to acquire common stock or other securities of a business entity.

     "SOFTWARE"  means  all  computer  software  applications  utilized  by  the
Company.

     "SHARES"  means  all of  the  outstanding  capital  stock  of the  Company,
including without  limitation,  all common stock, all preferred stock, any other
equity  interests in the Company,  and any options,  warrants or other rights to
acquire any equity interests in the Company.

     "STOCKHOLDERS" has the meaning ascribed to it in the introductory paragraph
of this Agreement.

                                        4
<PAGE>
     "TAX"  means  any  tax,  assessment,  or  governmental  charge  or  deposit
(including  income,  property,  ad valorem,  gross receipts,  sales,  use, value
added, occupation,  franchise,  transfer,  excise, goods and services,  payroll,
employment,  withholding,  and  social  security  tax),  and  all  interest  and
penalties, whether disputed or not, imposed by any Government.

     "TRANSACTION"  means the exchange of stock  contemplated  by this Agreement
and all other transactions contemplated hereby.

     "WEB  SITES"  means  the  World  Wide  Web  sites,   www.infomagic.com  and
www.windowsmegasite.com,  and any  other  Web  sites  owned or  operated  by the
Company.

     2. EXCHANGE OF STOCK.

     2.1 EXCHANGE. At the Closing, Stockholders will transfer all of the Shares,
free and clear of any  Encumbrance,  to Purchaser,  and Purchaser  will issue to
Stockholders,  in the aggregate,  200,000 shares of the common stock,  $.001 par
value per share, of Purchaser (the "EBIZ SHARES"),  subject to the  restrictions
set forth in Section 4 below. The parties intend the Ebiz Shares to be priced at
the closing bid price of such shares on the  effective  date of this  Agreement.
The parties intend the Transaction to qualify as a reorganization  under Section
368(a)(1)(B) of the Code.

     2.2 REGISTRATION.  At the Closing,  the Purchaser and the Stockholders will
enter into the  Registration  Rights  Agreement  in form as  attached  hereto as
Exhibit 2.2.

     3. CLOSING.  The Closing will take place on March 30, 2000 at 10:00 a.m. at
the offices of Lewis and Roca LLP,  counsel for the Purchaser,  40 North Central
Avenue, Phoenix, Arizona, or at another agreed upon time and place.

     4. RESTRICTIONS ON EBIZ SHARES.

     4.1 RESTRICTED  SECURITIES.  The Ebiz Shares are not  registered  under the
Securities  Act, or any state  securities  laws.  Accordingly,  anything in this
Agreement  to the  contrary  notwithstanding,  the  Stockholders  may not  sell,
transfer,  assign, pledge or otherwise dispose of any portion of the Ebiz Shares
(a) until a  registration  statement  with  respect to the Ebiz  Shares has been
filed with the SEC and declared effective or (b) except pursuant to an exemption
from registration under the Securities Act and applicable state laws.

     4.2 LOCK-UP.  The Stockholders may not sell,  transfer,  assign,  pledge or
otherwise  dispose of any  portion of the Ebiz  Shares,  except with the written
consent of Purchaser or as otherwise provided in this Section 4.2. Commencing on
the one-month anniversary of the date the registration statement as contemplated
in the Registration  Rights Agreement  attached hereto, is declared effective by
the SEC and on each one-month  anniversary  thereafter,  one-twelfth (16,667) of
the Ebiz Shares shall be released from restrictions.

                                        5
<PAGE>
     4.3 RESTRICTIVE LEGENDS

          (a) The Ebiz Shares shall bear the following restrictive legend:

               THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  (A) HAVE NOT BEEN
               REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
               STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,  OFFERED  FOR  SALE,
               PLEDGED  OR   HYPOTHECATED  IN  THE  ABSENCE  OF  A  REGISTRATION
               STATEMENT  IN EFFECT WITH RESPECT TO THE SHARES UNDER SUCH ACT OR
               AN  OPINION  OF  COUNSEL  SATISFACTORY  TO THE  ISSUER  THAT SUCH
               REGISTRATION  IS NOT REQUIRED;  AND (B) MAY BE SUBJECT TO CERTAIN
               RESTRICTIONS  ON  TRANSFER,  AS  SET  FORTH  IN A  CERTAIN  STOCK
               EXCHANGE  AGREEMENT  DATED AS OF MARCH 22,  2000, A COPY OF WHICH
               WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.

          (b) At such time as the restrictions set forth in this Section 4 lapse
     or otherwise  become  inapplicable,  the  Stockholders  may tender the Ebiz
     Shares, to Purchaser's transfer agent for issuance of a new certificate for
     such shares that do not bear the foregoing restrictive legend.

     5.  REPRESENTATIONS  AND WARRANTIES OF THE STOCKHOLDERS.  Each Stockholder,
jointly and severally, represents and warrants to Purchaser that:

     5.1 SHARE  OWNERSHIP.  Stockholders  are the lawful  record and  beneficial
owners of the Shares which  consist of 100,000  shares of the  Company's  Common
Stock.  The  Shares  constitute  100% of the  outstanding  capital  stock of the
Company.

     5.2 NO  ENCUMBRANCES.  Stockholder  owns the  Shares  free and clear of any
Encumbrance.  There  are no  undisclosed  interests  in  the  Shares,  nor  does
Stockholder  know of any  assertion  of such an  interest,  or of any  facts  or
circumstances which would give any person such an interest.

     5.3 NO  RESTRICTIONS  ON SALE. No provision of any Contract or Law to which
Stockholder  is a party,  or to which the Shares  are  subject,  would  prevent,
limit, or condition the sale of the Shares to Purchaser.

     5.4 NO DEFAULT. The execution,  delivery, and performance of this Agreement
by Stockholder  will not (with or without the giving of notice or the passage of
time) conflict with, result in a default under, or result in the creation of any
Encumbrance  pursuant to, any Contract or Law to which Stockholder is a party or
by which the Shares are subject.

     5.5  AUTHORITY  AND  AUTHORIZATION.  Stockholder  has the  full  power  and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated by this Agreement.  Stockholder has (a) taken all actions,  and (b)
secured  all  Permits   required  to  authorize  the  execution,   delivery  and
consummation of this Agreement and the Transaction.

                                        6
<PAGE>
     5.6 BINDING  EFFECT.  This Agreement,  and each other document  executed by
Stockholder in connection  with this Agreement,  constitutes the valid,  binding
and enforceable obligation of Stockholder.

     5.7  DISCLOSURE.  No  representation  or  warranty by  Stockholder  in this
Agreement  (a) contains any untrue  statement of a material fact or (b) omits to
state any material fact required to make the  statements  made in this Agreement
not misleading.  The representations and warranties  contained in this Agreement
will not be  affected  or  deemed  waived  by  reason  of any  investigation  by
Purchaser or its representatives.

     6.  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company and each
Stockholder, jointly and severally, represent and warrant to Purchaser that:

     6.1 ORGANIZATION AND AUTHORITY TO CONDUCT BUSINESS; CORPORATE ACTION

          (a)  The  Company  is duly  organized,  validly  existing  and in good
     standing under the laws of Arizona. The Company has all requisite corporate
     power and  authority  to carry on its business as now being  conducted,  to
     own,  lease,  or operate its properties and to consummate the  Transaction.
     The Company has  delivered to Purchaser  complete  copies of the  Company's
     certificate of incorporation and bylaws as amended.

          (b) All  necessary  corporate  action has been  taken to approve  this
     Agreement and the Transaction,  including without limitation,  approvals of
     the Company's board of directors and its stockholders.

     6.2  AUTHORIZATION  AND  APPROVAL OF  AGREEMENT.  The Company has taken all
actions  and has  secured  all Permits  required  to  authorize  the  execution,
delivery, and consummation of this Agreement and the Transaction.

     6.3 BINDING  EFFECT.  This  Agreement,  and each  document  executed by the
Company in connection  with this Agreement,  constitutes the valid,  binding and
enforceable obligation of the Company.

     6.4  EXECUTION,  DELIVERY AND  PERFORMANCE  OF  AGREEMENT.  The  execution,
delivery,  and  performance  of this  Agreement by the Company will not (with or
without the giving of notice or the passage of time) conflict with,  result in a
default under, or result in the creation of any Encumbrance pursuant to, (a) the
Company's  certificate of  incorporation or bylaws or (b) any Contract or Law to
which the Company is a party or by which it may be bound.

     6.5  SUBSIDIARIES.  The Company does not own,  directly or indirectly,  any
equity capital stock or other equity interest in any other business entity.

                                        7
<PAGE>
     6.6 CAPITALIZATION.  The authorized,  issued, and outstanding capital stock
of the Company,  and the record and beneficial owners of such capital stock, are
as set forth on Schedule 6.6.  Except as set forth on Schedule 6.6, there are no
outstanding Security Rights under which the Company or any Stockholder is or may
become obligated to issue, assign or transfer any shares of the capital stock of
the Company.  All the Shares are validly issued and outstanding,  fully paid and
nonassessable.

     6.7  TRANSACTIONS  WITH  AFFILIATES.  The  Company  has  not,  directly  or
indirectly,  (a) purchased,  sold,  leased, or otherwise acquired or disposed of
any  property;  (b) obtained any services  from or furnished any services to; or
(c) otherwise dealt with, any Stockholder, or any stockholder of an Affiliate of
the Company,  except for  compensation for services as a director,  officer,  or
employee of the Company. The Company does not owe any amount to, is not owed any
amount by, and does not have any Contract with or commitment to any Stockholder,
director,  officer,  employee,  or consultant,  except for Contracts for current
services not yet due. No property or assets of any Stockholder, or any Affiliate
of any Stockholder, is used by the Company.

     6.8 ABSENCE OF  UNDISCLOSED  LIABILITIES.  The  Company's  balance  sheets,
income statements and cash flow statements (the "FINANCIAL  STATEMENTS") for the
year ending  September  30,  1999,  1998 and 1997 and for the three months ended
December  31, 1999 (the  "FINANCIAL  STATEMENT  DATES"),  each of which has been
delivered to  Purchaser,  have been  prepared in  accordance  with United States
generally  accepted  accounting  procedures  consistently  applied.  As  of  the
Financial  Statements  Date,  the Company had no material  debts or  liabilities
except as disclosed in the  Financial  Statements or this  Agreement.  Since the
Financial  Statements Date, the Company has not incurred any additional material
debts  or  liabilities  other  than in the  ordinary  course  of  operating  the
Business.

     6.9 LITIGATION.  There is no Proceeding pending or, to the Company's or the
Stockholders' knowledge,  threatened, and there is no Order in effect or, to the
Company's or the Stockholders' knowledge,  threatened against or relating to (a)
the Company,  (b) the  Company's  officers,  directors,  or  employees,  (c) the
Company's properties,  assets, or business, or (d) the Transaction.  Neither the
Company nor any of the  Stockholders  knows, or has reason to know, of any basis
for such a Proceeding or Order.

     6.10 BANKRUPTCY PROCEEDINGS.  The Company is not involved in any Proceeding
by or against it (a) under state or federal bankruptcy laws, (b) under any other
insolvency  or debtors'  relief act,  or (c) for the  appointment  of a trustee,
receiver, liquidator, assignee, sequestrator or other similar official.

     6.11 TAXES.

          (a) The Company has paid, or will pay before their due date, all Taxes
     due on or before the  Closing and has  reserved  amounts  necessary  to pay
     Taxes due after the date hereof with respect to periods ending on or before
     the date hereof;

                                        8
<PAGE>
          (b) The Company has timely filed, or will timely file, all tax returns
     required in  connection  with any Taxes,  and has not made any requests for
     extensions. All such returns are accurate and comply with applicable Law;

          (c) The Company has made all deposits  required by law and (i) has not
     been  delinquent  in the  payment  of any Tax or (ii) has paid any  penalty
     associated with a delinquency; and

          (d) The Company is not subject to any Tax audit,  has no  reassessment
     of any  Tax  currently  proposed,  and  knows  of no  basis  for  any  such
     reassessment.

     6.12 COMPLIANCE WITH LAWS, PERMITS, AND CONTRACTS.

          (a) The Company has  complied in all material  respects  with all Laws
     applicable  to  its  Business,   Properties  and  operations  as  presently
     conducted;

          (b) The Company  have secured and is in  compliance  with all material
     Permits  required for its Business,  Properties and operations as presently
     conducted;

          (c) The  Company  has not  offered,  paid,  or  agreed to pay money or
     anything of value for the purpose of, or with the intent of,  obtaining  or
     maintaining  business for the Company, or otherwise benefiting the Company,
     in  violation  of any  Law  (including  Section  30A(a)  of the  Securities
     Exchange Act of 1934, as amended); and

          (d) The ownership and present use of the Company's properties, and the
     conduct of its business (i) does not materially conflict with the rights of
     any other  person,  and (ii) will not (with or without the giving of notice
     or the passage of time)  conflict with or result in a default under (A) the
     Company's certificate of incorporation or bylaws or (B) any Contract or Law
     to which the Company is a party or by which it is affected.

     6.13  ENFORCEABILITY  OF  CONTRACTS;  NO  DEFAULTS.  Except as set forth in
Schedule  6.13,  (a) all  Contracts  identified  in this  Agreement to which the
Company is a party are effective,  valid,  binding and enforceable in accordance
with their terms and (b) neither the Company nor any  Stockholder  knows, or has
reason to know, of any material  default (or event which,  after notice or lapse
of time, would constitute a material default).

     6.14 ENVIRONMENTAL MATTERS

          (a) The Company is in material compliance with Environmental Laws;

          (b) The  Company  has  secured all  Permits,  if any,  required  under
     Environmental  Laws for the operation of the Businesses  (and such Permits,
     if any, are listed on Schedule 6.14);

                                        9
<PAGE>
          (c) Neither the Company nor any  Stockholder  knows,  or has reason to
     know,  of any pending or  threatened  Proceedings  against the Company with
     respect to Environmental Laws;

          (d) Neither the Company nor any  Stockholder  knows,  or has reason to
     know,  of any act  attributable  to the  Company  that  could  give rise to
     liability under CERCLA or any other  Environmental Law. Neither the Company
     nor any Subsidiary has submitted  notice  pursuant to Section 103 of CERCLA
     with respect to any of the Properties;

          (e) The Company does not own or operate any underground storage tanks;
     and

          (f) No Hazardous Materials have been released, discharged,  deposited,
     emitted, leaked, spilled, poured, emptied,  injected, dumped or disposed of
     on, in, or under the  Properties  by the Company in a manner that  violates
     any applicable Environmental Law.

     6.15 PROPERTIES. SCHEDULE 6.15 LISTS:

          (a) (i) All real property owned,  leased or used by the Company;  (ii)
     the terms on which the  Company  owns,  leases or uses such  property;  and
     (iii) the terms of any Encumbrances affecting such property; and

          (b) (i) All  tangible  personal  property  (other than  inventory  and
     supplies) owned, leased or used by the Company; (ii) the terms on which the
     Company owns,  leases,  or uses such  property;  and (iii) the terms of any
     Encumbrances affecting such property.

The Company has good title to all material Properties,  free of any Encumbrance,
except (1) Properties  sold or otherwise  disposed of in the ordinary  course of
the  Business  after the  Financial  Statements  Date or (2) as set forth in the
Financial  Statements or in Schedule  6.15. The Properties are in good operating
condition and repair,  are suitable for the purposes  used, and are adequate for
the current  operations of the Company.  Neither the Company nor any Stockholder
knows,  or has  reason  to  know,  of any  pending  or  threatened  condemnation
affecting the Properties.

     6.16  INSURANCE.  Schedule 6.16 lists all insurance  policies  insuring the
Company,  and all performance  bonds issued in favor of the Company,  specifying
(a) the name of the  insurer or bonding  the  Company,  (b) the risk  insured or
bonded against, (c) the limits of coverage, (d) the deductible (if any), (e) the
premium (including any proposed premium increases known to the Company), (f) any
notice of cancellation or nonrenewal  received by the Company,  and (g) the date
through which coverage will continue by virtue of premiums already paid.

                                       10
<PAGE>
     6.17 CONTRACTS. Schedule 6.17 lists:

          (a) Each loan, conditional sales, or security agreement of the Company
     with an unpaid balance, including accrued interest;

          (b) Each license  agreement  relating to intellectual  property of the
     Company  (other  than  licenses  for  "OFF-THE-SHELF"  software or licenses
     incidental to leases of computers, office or photographic equipment used in
     the ordinary course of the business); and

          (c) All Contracts of the Company,  but excluding (i) Contracts  listed
     or excluded  elsewhere in this Agreement and (ii) any Contract entered into
     in the  ordinary  course of  business  terminable  by the  Company  without
     penalty upon less than 30 days notice.

     6.18 EMPLOYMENT MATTERS.

          (a) Schedule 6.18 lists:  (i) all Employment  Contracts and Employment
     Plans to which the  Company  is a party or is bound or which  relate to the
     operation of the  Business,  if any, and (ii) the names and current  annual
     rates of compensation of all personnel (including employees and independent
     contractors).

          (b) The Company (i) is in material compliance with all Laws regulating
     employment  practices,  terms and  conditions of  employment  and wages and
     hours; (ii) is not subject to any unfair labor practice  complaint or other
     petition before the National Labor Relations Board; (iii) is not subject to
     any labor strike,  dispute,  slow-down or stoppage;  (iv) is not subject to
     any Proceeding arising out of or under collective bargaining agreement; and
     (v) has not experienced any primary work stoppage or other labor difficulty
     involving its employees during the past three years.

          (c) The Company has administered and maintained the Employment  Plans,
     if any,  in  material  compliance  with all  applicable  Laws.  Neither the
     Company nor any Stockholder knows, or has reason to know, of any prohibited
     transaction (as defined in ERISA) relating to any Employment Plan.

     6.19 NO  GUARANTIES.  The Company has not  guaranteed  the  obligations  or
liabilities of any other person or entity.

     6.20 INTELLECTUAL PROPERTY.

          (a) Schedule  6.20 lists all  Intellectual  Property  that the Company
     owns,  uses,  or has  registered.  The Company is not  obligated to pay any
     royalty with respect to any Intellectual Property.  Neither the Company nor
     any  Stockholder  knows,  or has  reason  to know,  of (a) any  pending  or
     threatened Proceedings alleging that the Company has infringed on any third
     party's Intellectual Property or (b) any basis for such Proceedings.

                                       11
<PAGE>
          (b) The  Company  owns all  right,  title and  interest  in and to the
     Intellectual  Property,  including  without  limitation,  any  Intellectual
     Property  that  has been  designed  or  developed  by the  Stockholders  or
     employees or independent contractors of the Company.

     6.21 INFORMATION TECHNOLOGY.

          (a) Schedule 6.21 sets forth a list of the Company's Software.  Except
     as otherwise noted in Schedule 6.21, all of the Software  complies with the
     necessary  requirements to function  effectively on and after this date and
     is "YEAR 2000  COMPLIANT."  A description  of any Software  material to the
     Business  that is not "YEAR 2000  COMPLIANT" or otherwise  cannot  function
     effectively as of this date, and an estimate of the expenditures  necessary
     to upgrade or replace such Software are included in Schedule 6.21.

          (b) To the extent any of the Software  has been  designed or developed
     by  the  Stockholders  or any of the  Company's  employees  or  independent
     contractors,  such Software is original and capable of copyright protection
     in the United  States and the Company has complete  rights to and ownership
     of such Software,  including  possession of, or ready access to, the source
     code for such  Software  in its most  recent  version.  No part of any such
     Software is an imitation or copy of, or infringes upon, the software of any
     other  person or entity,  or violates or  infringes  upon any common law or
     statutory  rights of any person or entity,  including  without  limitation,
     rights  relating  to  defamation,  contractual  rights,  copyrights,  trade
     secrets  and rights of privacy or  publicity.  Neither  the Company nor any
     Stockholder  has sold,  assigned,  licensed,  distributed  or in  otherwise
     disposed of or encumbered any of the Software.

          (c) To the extent  licensed from a third party,  the Company holds the
     Software  pursuant to valid license  agreements  and is in full  compliance
     with all material terms of such license agreements.

          (d)  Schedule  6.21 sets forth the  current  physical  location of the
     computer server currently  hosting the Company's Web Sites.  Such server is
     validly owned, or a portion thereof is validly leased, by the Company.  The
     applicable   Internet   hosting   contract  that  describes  the  Company's
     contractual obligations, terms of the contract, associated costs, corporate
     information  of the host and  amount of  bandwidth  to which the  server is
     connected  to the  Internet  has been  previously  provided  to  Purchaser.
     Schedule  6.21  further  sets forth (a) the name and IP address of each Web
     Site  homepage,  when the homepage was granted,  the date and amount of the
     next annual payment,  and the  requirements or limitations for termination,
     if any (b) a list of any an all software  that can be  downloaded  from the
     Web Sites and (c) a list of any  license  agreements  displayed  on the Web
     Sites prior to downloading any particular  software.  The Web Sites contain
     all  legal   disclaimers   believed  by  the  Company  to  be  required  or
     appropriate.

     6.22 RECEIVABLES.  All receivables  reflected in the Financial  Statements,
and all receivables which have arisen since the Financial  Statement Date, arose
from  transactions in the ordinary course of business.  The Company expects such

                                       12
<PAGE>
receivables  to be (or to have been)  fully  collected  when due,  except to the
extent of the  normal  allowance  for  doubtful  accounts  as  reflected  on the
Financial Statements.

     6.23  RECORDS.  The Books of the  Company are  complete  and correct in all
material respects. Neither the Company nor any Stockholder knows of any material
transactions involving the Company which properly should have been, but are not,
set forth in the Books.

     6.24  OFFICIAL  FILINGS  COMPLETE.  The  Company  has  made  all  necessary
Government  filings except where the failure to make such filings would not have
a material adverse effect on the Business or the Company's financial condition.

     6.25 ABSENCE OF CHANGES OR EVENTS.  Since the Financial Statements Date the
Company has conducted  business  only in the ordinary  course and has not taken,
entered into any agreement, or made any commitment to take, any of the following
actions:

          (a) Incurred any obligation or liability,  except  liabilities (i) for
     trade or business  obligations  incurred in the ordinary course of business
     or (ii) which do not materially affect its business or financial condition;

          (b) Paid any  obligation or liability  other than current  liabilities
     (i) shown on the Financial  Statements or (ii) incurred since the Financial
     Statements Date in the ordinary course of business;

          (c) Declared or paid  dividends or other  distributions  to any of the
     Stockholders  or  purchased,  retired or redeemed,  or obligated  itself to
     purchase, retire or redeem, any of its capital stock or other securities;

          (d) Issued or sold any shares of, or  Security  Rights to, its capital
     stock or other securities;

          (e) Acquired any capital stock of, interest in, or other securities of
     any business entity, or otherwise made any loan or advance to or investment
     in any business entity;

          (f)  Subjected  any  of  its  property,  business  or  assets  to  any
     Encumbrance, except in the ordinary course of business;

          (g) Sold or otherwise  disposed of any material assets,  except in the
     ordinary course of business;

          (h) Canceled,  compromised,  waived,  or released any debt,  claim, or
     right of substantial value, except in the ordinary course of business;

                                       13
<PAGE>
          (i) Received or given  notice of  termination  of any  Contract  whose
     termination has had, or may have, a material adverse effect on its business
     or financial condition;

          (j) To its knowledge, or the knowledge of any Stockholder, experienced
     any labor union organizing activity,  had any actual or threatened employee
     strikes,  work  stoppages,  slow-downs,  or lock-outs,  or had any material
     change in the terms of agreements with its employees,  agents, customers or
     suppliers;

          (k) Made or agreed to make any change in the  compensation  payable to
     any director, officer, or employee;

          (l) Acquired  any capital  assets which cost in excess of an aggregate
     of $10,000;

          (m) Instituted,  settled or agreed to settle any material  Proceeding;
     or

          (n) Suffered any change, event,  condition,  damage,  destruction,  or
     loss  having  a  material  adverse  affect  on its  business  or  financial
     condition.

     6.26  DATABASE.  Notwithstanding  anything  to  the  contrary  herein,  the
Company's database has a minimum of 40,000 active listees.

     6.27  DISCLOSURE.  No  representation  or  warranty  by the Company in this
Agreement  (a) contains any untrue  statement of a material fact or (b) omits or
will omit to state any material  fact  required to make the  statements  made in
this Agreement not misleading.  The representations and warranties  contained in
this  Agreement  will  not  be  affected  or  deemed  waived  by  reason  of any
investigation by Purchaser or its representatives.

     7.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser  represents and
warrants to Stockholders that:

     7.1 ORGANIZATION AND AUTHORITY; CORPORATE ACTION

          (a) Purchaser is a corporation duly organized, validly existing and in
     good  standing  under the laws of the State of Nevada and has all requisite
     power and  authority  to carry on its business as now being  conducted,  to
     own, lease, or operate its properties,  to enter into this Agreement and to
     consummate the Transaction.

          (b) All  necessary  corporate  action has been  taken to approve  this
     Agreement and the Transaction,  including without  limitation,  approval of
     Purchaser's board of directors.

     7.2  AUTHORIZATION  AND  APPROVAL  OF  AGREEMENT.  Purchaser  has taken all
actions and has secured, or will secure before the Closing, all Permits required
to authorize the execution, delivery, and consummation of this Agreement and the
Transaction.

                                       14
<PAGE>
     7.3 BINDING EFFECT. This Agreement, and each document executed by Purchaser
in  connection  with  this  Agreement,   constitutes  the  valid,   binding  and
enforceable obligation of Purchaser.

     7.4  EXECUTION,  DELIVERY AND  PERFORMANCE  OF  AGREEMENT.  The  execution,
delivery,  and  performance  of this  Agreement by  Purchaser  will not (with or
without the giving of notice or the passage of time) conflict with,  result in a
default  under,  or result in the  creation of any  Encumbrance  pursuant to (a)
Purchaser's  certificate of incorporation or bylaws or other governing documents
or (b) any  Contract or Law to which  Purchaser is a party or by which it may be
bound.

     7.5 INVESTMENT INTENT.  Purchaser  acknowledges that (a) the Shares are not
registered under the Securities Act, and (b) Purchaser may not resell the Shares
unless they are registered or exempt from  registration.  Purchaser is acquiring
the Shares for its own account, for investment purposes only and not with a view
toward their distribution.

     7.6  LITIGATION.   There  is  no  Proceeding  pending  or,  to  Purchaser's
knowledge,  threatened  and  there is no  Order in  effect  or,  to  Purchaser's
knowledge,  threatened against or relating to the Transaction and Purchaser does
not know, or have reason to know, of any basis for such a Proceeding or Order.

     7.7  DISCLOSURE.  No  representation  or  warranty  by  Purchaser  in  this
Agreement  (a) contains or will contain any untrue  statement of a material fact
or (b)  omits or will  omit to state  any  material  fact  required  to make the
statements  made in this  Agreement  not  misleading.  The  representations  and
warranties  contained in this Agreement will not be affected or deemed waived by
reason  of  any   investigation   by  the   Company,   Stockholders,   or  their
representatives.

     8. OBLIGATIONS AT AND AFTER CLOSING.

     8.1 COMPANY AND STOCKHOLDER DELIVERIES. On the date hereof, the Company and
Stockholders will deliver to Purchaser:

          (a)  stock   certificates  for  the  Shares,   endorsed  in  blank  or
     accompanied by separately executed stock powers.

          (b) a  certificate  dated  the  date of the  Closing  executed  by the
     Stockholders,  in their  individual  capacity and on behalf of the Company,
     stating that all  representatives  and warranties as set forth in Section 5
     and Section 6 above, are true and accurate as of the date of the Closing;

          (c) an opinion of the Company's and the Stockholders'  counsel,  dated
     the date of the Closing,  stating that (i) the Company is validly organized
     and in good standing under the laws of the State of Arizona; (b) the Shares
     are validly issued,  fully paid and nonassessable;  and (c) this Agreement,
     and the other agreements  contemplated  herein, are enforceable against the
     Company and the Stockholders in accordance with their terms.

                                       15
<PAGE>
     8.2 PURCHASER DELIVERIES. On the date hereof, Purchaser will deliver to the
Stockholders:

          (a) a  certified  instruction  for  issuance of the Ebiz Shares to the
     Stockholders; and

          (b) an opinion of Purchaser's counsel,  dated the date hereof, stating
     that (i) Purchaser is validly organized and in good standing under the laws
     of the State of Nevada; (b) the Ebiz Shares,  when issued,  will be validly
     issued, fully paid and nonassessable; and (c) this Agreement, and the other
     agreements  contemplated  herein,  are  enforceable  against  Purchaser  in
     accordance with their terms.

     8.3  ADDITIONAL  AGREEMENTS.  On the  date  hereof,  the  Stockholders  and
Purchaser  shall  execute  and  deliver  to each other the  Registration  Rights
Agreement with respect to the Ebiz Shares.

     8.4 ADDITIONAL  DOCUMENTS.  After the Closing,  each party will execute and
deliver other documents and take further action,  as any other party  reasonably
deems necessary,  to carry out the transactions  contemplated by this Agreement,
to more  effectively  transfer the Shares to Purchaser,  to confirm  Purchaser's
title to the Shares or to put Purchaser in possession  and operating  control of
the Company.

     9. RESTRICTIVE COVENANTS.

     9.1  NONCOMPETITION.  Each of the  Stockholders  agrees  that he will  not,
directly or indirectly,  for a period of three years  following the date of this
Agreement,  engage in the  development,  management  or  ownership  of any other
business  that  would be  competitive  with (a) any  business  conducted  by the
Company on the date hereof or (b) any business operated by Purchaser through its
World Wide Web site,  www.TheLinuxStore.com,  on the date hereof,  or acquire or
retain any  financial  ownership  interest in any  business  which is so engaged
anywhere  within the United States.  The foregoing  notwithstanding,  nothing in
this  Agreement  shall  prohibit  any  Stockholder  from  owning up to 1% of the
outstanding  common stock of any publicly traded company,  regardless of whether
such company is a competitor of the Company or Purchaser.

     9.2 REASONABLE  RESTRICTION.  In light of the  Stockholders'  knowledge and
experience in the Linux community, each Stockholder agrees that the covenant set
forth in  Section  9.1  above is (a)  necessary  to  protect  the  interests  of
Purchaser  and the  Company and (b)  reasonable  in scope,  geographic  area and
duration.

     9.3 REMEDIES.  Each Stockholder agrees that a violation of the covenant set
forth in Section  9.1 above would  cause the  Company  and  Purchaser  to suffer
irreparable  harm for which damages would be difficult,  if not  impossible,  to
ascertain and monetary damages would be inadequate.  Accordingly, in addition to
all other  remedies the Company and  Purchaser  may have at law or equity,  each
Stockholder  agrees that Purchaser and the Company shall be entitled to seek and
obtain  temporary  and/or  permanent  injunctive  relief for any  violations  or
threatened violations of Section 9.1 above.

                                       16
<PAGE>
     10. INDEMNIFICATION

     10.1  AGREEMENT TO INDEMNIFY.  Each of the Company,  the  Stockholders  and
Purchaser  (each,  an  "INDEMNIFYING  PARTY")  agrees to indemnify and hold each
other party (each, an  "INDEMNIFIED  PARTY" harmless in respect of the aggregate
of all  indemnifiable  damages  incurred  by such  Indemnified  Party.  For this
purpose,   "indemnifiable   damages"   means  all   expenses,   losses,   costs,
deficiencies,  liabilities  and  damages  (including  related  counsel  fees and
expenses)  incurred or suffered by an Indemnified  Party  resulting from (a) any
inaccurate  representation  or  warranty  made by the  Indemnifying  Party in or
pursuant  to this  Agreement,  as the case  may be;  or (b) any  default  in the
performance of any of the covenants or agreements made by an Indemnifying  Party
in this  Agreement.  Without  limiting the  generality  of the  foregoing,  with
respect to the measurement of  "indemnifiable  damages," the  Indemnified  Party
shall have the right to be put in the same  financial  position as it would have
been in had each of the representations and warranties of the Indemnifying Party
been true and correct and had each of the  covenants of the  Indemnifying  Party
been  performed in full, but shall  specifically  exclude any  consequential  or
punitive damages.

     10.2  QUALIFICATIONS.  The foregoing obligation of an Indemnifying Party to
indemnify an  Indemnified  Party in Section 10.1 shall be subject to each of the
following qualifications:

          (a) Each of the  representations  and warranties made by each party to
     this Agreement or pursuant hereto,  shall survive for a period of two years
     after the date hereof,  notwithstanding  any investigation at any time made
     by  or  on  behalf  of  the  other   parties,   and   thereafter  all  such
     representations  and warranties shall be extinguished;  PROVIDED,  HOWEVER,
     that the representations and warranties made by the Company in Section 6.11
     hereof shall in each case survive until the first  anniversary of the later
     of (i) the date on the which applicable  period of limitation on assessment
     or refund  of tax has  expired,  or (ii) the date on which  the  applicable
     taxable  year (or  portion  thereof)  has  been  closed.  No claim  for the
     recovery of indemnifiable  damages may be asserted by an Indemnified  Party
     against a  Indemnifying  Party or its  successors  in  interest  after such
     representations  and  warranties  shall  be  thus  extinguished;  provided,
     however, that claims first asserted in writing within the applicable period
     shall not thereafter be barred.

          (b) Each Indemnified Party  acknowledges and consents that it may seek
     to  recover  by any legal  means  indemnifiable  damages  directly  from an
     Indemnifying  Party or its successors in interest.  Each Indemnified  Party
     agrees to give prompt  written  notice to each  Indemnifying  Party of each
     claim  for  indemnifiable  damages  which  it  believes  it  has  suffered;
     PROVIDED,  HOWEVER, that no delay in the giving of such notice shall affect
     the  rights  of an  Indemnified  Party  to  recover  indemnifiable  damages
     hereunder except to the extent that the  Indemnifying  Party suffers actual
     damages caused by such delay. Upon receipt of such notice, the Indemnifying
     Party shall assume the defense of any such claim through counsel of its own
     choosing;  PROVIDED,  HOWEVER,  that  assumption  of  the  defense  by  the
     Indemnifying   Party  shall   constitute  an  agreement  to  indemnify  the
     Indemnified  Party  against any  judgment or  settlement  arising from such
     claim,   subject  to  the   limitations   hereinafter  set  forth.  If  the

                                       17
<PAGE>
     Indemnifying  Party declines to assume any such defense,  it or he shall be
     liable  for all costs and  expenses  of  defending  such  claim,  including
     reasonable fees and disbursements of counsel.  In such event,  after having
     first  provided  the  Indemnifying  Party an  opportunity  to  fulfill  the
     Indemnifying  Party's  obligations to the Indemnified Party hereunder,  the
     Indemnified  Party then brings any action  against the  Indemnifying  Party
     upon any claim under this Section,  the Indemnifying  Party shall be liable
     to the  Indemnified  Party for its  reasonable  fees and  disbursements  of
     counsel in connection  therewith if the  Indemnified  Party prevails in the
     action.

          (c) In no event shall the liability of any party under this  Agreement
     exceed $700,000.

     11. GENERAL.

     11.1  INTEGRATION  AND  AMENDMENT.  This Agreement  constitutes  the entire
agreement of the parties,  and supersedes all prior agreements or understandings
among the parties,  with respect to its subject  matter.  This  Agreement may be
amended only in a written agreement signed by all of the parties.

     11.2  WAIVERS.  No waiver  under this  Agreement  is valid  unless it is in
writing  and signed by the party  giving the  waiver.  A waiver of a  particular
matter does not waive a subsequent or similar matter.

     11.3 EXPENSES.

          (a) Each party is solely  responsible for its own expenses relating to
     the  preparation,  execution,  and  consummation  of this Agreement and the
     Transaction  PROVIDED,  HOWEVER,  that the Company  shall not bear any such
     costs or expenses.

          (b) In any  Proceeding  arising under or related to this Agreement the
     prevailing party is entitled,  in addition to other amounts it recovers, to
     have the  other  party pay all costs  and  expenses  (including  reasonable
     attorneys' fees) incurred in connection with the Proceeding.

          (c) Each party is solely  responsible  for, and  indemnifies the other
     parties against, obligations to any broker, finder or intermediary retained
     by it.

     11.4 BINDING  EFFECT.  This  Agreement is binding  upon,  and inures to the
benefit of, each party and its successors and assigns.

     11.5 NO BENEFIT TO OTHERS.  This Agreement is solely for the benefit of the
parties (and their successors and assigns) and does not confer any rights on any
other persons.

     11.6 SEVERABILITY.  The invalidity or  unenforceability of any provision of
this Agreement,  as determined by a court of competent  jurisdiction,  shall not
affect the validity or  enforceability of the other provisions of this Agreement

                                       18
<PAGE>
or this  Agreement as a whole.  Any invalid or  unenforceable  provision  hereof
shall be deemed  modified to the least extent  necessary to make such  provision
valid and enforceable in accordance with the intent of the parties.

     11.7  CONSTRUCTION  AND HEADINGS.  Whenever a singular word is used in this
Agreement  it also  includes  the plural if  required by the  context,  and vice
versa.  Paragraph  headings are for convenience  only and do not define or limit
the contents of a paragraph.

     11.8  COOPERATION.  In order to carry out this  Agreement,  each party will
cooperate,  take further action,  and execute and deliver  further  documents as
reasonably requested by any other party.

     11.9  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts, all of which taken together are one original.

     11.10  GOVERNING LAW. This  Agreement  shall be governed by the Laws of the
State of Arizona,  without  regard to  conflicts  of law  principles.  Exclusive
jurisdiction and venue for any litigation arising under this Agreement is in the
federal and state courts sitting in Maricopa County, Arizona.

     11.11 PRESS  RELEASES  AND PUBLIC  ANNOUNCEMENTS.  No party shall issue any
press release or make any public announcement  relating to the subject matter of
this  Agreement  without the prior written  approval of other parties  PROVIDED,
HOWEVER that any party may make any public  disclosure it believes in good faith
is required by applicable law or any listing or trading agreement concerning its
publicly-traded  securities  (in which  case the  disclosing  party will use its
reasonable efforts to advise the other parties prior to making the disclosure.

                                       19
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                        PURCHASER:

                                        EBIZ ENTERPRISES, INC.


                                        By: /s/ Jeffrey I. Rassas
                                           -------------------------------------

                                        Name: Jeffrey I. Rassas
                                             -----------------------------------

                                        Title: Chief Executive Officer
                                              ----------------------------------


                                        COMPANY:

                                        INFOMAGIC, INC.


                                        By: /s/ Joel Goldberger
                                           -------------------------------------

                                        Name: Joel Goldberger
                                             -----------------------------------

                                        Title: President
                                              ----------------------------------


                                        STOCKHOLDERS:

                                        /s/ Kim Goldberger
                                        ----------------------------------------
                                        Kim Goldberger

                                        /s/ Joel Goldberger
                                        ----------------------------------------
                                        Joel Goldberger

                                       20