FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment") is made and entered into effective as of December 22, 2000 by and among EBIZ ENTERPRISES, INC., a Nevada corporation ("EBIZ"), JONES...

                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

                  This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
"Amendment") is made and entered into effective as of December 22, 2000 by and
among EBIZ ENTERPRISES, INC., a Nevada corporation ("EBIZ"), XXXXX BUSINESS
SYSTEMS, INC., a Texas corporation ("JBSI"), and JBSI ACQUISITION, INC., a Texas
corporation and a wholly-owned subsidiary of EBIZ ("Merger Sub"). This Amendment
is entered into in connection with the Agreement and Plan of Merger entered into
as of the 17th day of November, 2000 by and among EBIZ, JBSI and Merger Sub (the
"Merger Agreement"). All terms used, but not otherwise defined, herein shall
have the meanings ascribed to such terms in the Merger Agreement

                                    RECITALS

A.       Section 12.7 of the Merger Agreement provides that the Merger Agreement
         shall be governed by and construed in accordance with the laws of the
         State of Arizona without regard to conflict of law principles.

B.       The  parties  hereto  wish to amend the Merger  Agreement  to provide
         for the Merger Agreement to be governed by the laws of the State of
         Colorado without regard to conflict of law principles.


                                    AGREEMENT

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

         1.       Section 12.7 of the Merger Agreement is hereby amended to read
in its entirety as follows:

          12.7 Governing Law. This Agreement shall be governed by and construed
          in accordance with the laws of the State of Colorado without regard to
          conflict of law principles.

         2.       Except as otherwise amended hereby, the Merger Agreement
remains in full force and effect.

         3.       This Amendment may be executed in one or more counterparts
and by original or facsimile signature, each of which will constitute an
original and all of which together will constitute one and the same instrument.

                            [Signature page follows.]







                  IN WITNESS WHEREOF, this Amendment has been executed by each
of the parties as of the day and year first above written.

                                            EBIZ:

                                            EBIZ ENTERPRISES, INC.


                                            By: /s/ Xxxxxxx X. Xxxxxx
                                                    Xxxxxxx X. Xxxxxx
                                                    Chief Strategic Officer

                                            By: /s/ Xxxxx Xxxx
                                                    Xxxxx Xxxx
                                                    Chief Executive Officer


                                            MERGER SUB:


                                            By: /s/ Xxxxx Xxxx
                                                    Xxxxx Xxxx, President

                                            JBSI:

                                            XXXXX BUSINESS SYSTEMS, INC.


                                            By: /s/ Xxxxx Xxxxxxx
                                                    Xxxxx Xxxxxxx, President