content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
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                                      FORM 8-K
  
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                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported) January 4, 2000
  
  
  
                              ELECTRONIC CLEARING HOUSE, INC.
                 (Exact name of registrant as specified in its charter)
  
  
  
     NEVADA                            0-15245                 93-0946274
  (State or other jurisdiction       (Commission            (IRS Employer
      of incorporation)               File Number)          Identification No.)
  
  
  
           28001 Dorothy Drive,    Agoura Hills, California            91301
              (Address of principal executive offices)                (Zip Code)
  
  
  
          Registrant's telephone number, including area code (818) 706-8999
  
  
  
  
            (Former name or former address, if changes since last report)
  
  
  
  
  
  
  
  
  
  
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  
  
       On January 4, 2000, Electronic Clearing House, Inc., a Nevada corporation
  ("ECHO"), acquired Rocky Mountain Retail Systems ("RMRS"), a Colorado
  corporation, through a merger (the "Merger") of ECHO's wholly-owned
  subsidiary, ECHO Acquisition Corporation, a Colorado corporation ("EAC"), with
  and into RMRS.  The Merger was consumated on the terms set forth in an
  Agreement and Plan of Reorganization dated January 4, 2000, by and among ECHO,
  EAC and RMRS (the "Merger Agreement"), attached hereto as Exhibit 2.1. As a
  result of the Merger, RMRS is now a wholly-owned subsidiary of ECHO.
  
       RMRS is the creator/owner and procesor for National Check Information
  Systems through which RMRS provides check verification services to large
  retail chains, processors and collection agencies across the nation.
  
       Pursuant to the Merger Agreement, ECHO issued a total of 1,000,000 shares
  of restricted common stock ("Base Shares") to the selling shareholders of
  RMRS. In addition, up to 1,500,000 shares of restricted common stock
  ("Performance Shares") will be issued to the RMRS selling shareholders under a
  performance clause wherein should the RMRS subsidiary's performance meet or
  exceed predetermined earnings goals for the years 2000 through 2002, a
  proportionate number of performance-based shares will be issued. The  Merger
  is being accounted for as a purchase, not a pooling of interests.
  
       All liabilities and expenses paid by ECHO in connection with the Merger
  were funded from ECHO's working capital.  ECHO expects this merger to be
  accretive to earnings.
  
       The description of the Merger contained herein is qualified in its
  entirety by reference to the Merger Agreement and the Press Release issued by
  ECHO dated January 6, 2000, copies of which are filed herewith and
  incorporated herein by reference as Exhibits 2.1 and 99.1 respectively.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  
  
  
       (a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.  Financial statements
            of the business acquired, prepared pursuant to Rule 3-05 of
            Regulation S-X, are unavailable as of the date of this filing.  Such
            information will be filed on or before March 17, 2000.
  
       (b)  PRO FORMA FINANCIAL INFORMATION.  Pro Forma financial information
            required pursuant to Article 11 of Regulation S-X is unavailable as
            of the date of this filing.  Such information will be filed on or
            before March 17, 2000.
  
  
       (c)  EXHIBITS:
  
            Exhibit
            Number         Description of Document
  
              2.1          Merger Agreement and Plan of Reorganization, dated
                           January 4, 2000, by and among ECHO, EAC and RMRS
  
             99.1          Press Release, dated January 6, 2000
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                     SIGNATURES
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
  
  
                                ELECTRONIC CLEARING HOUSE, INC.
                                       (Registrant)
  
  
  
  
                                By   \s\Alice L. Cheung
                                        Alice L. Cheung, Treasurer &
                                       Chief Financial Officer
  
  
  
  Dated:  January 19, 2000
  
  
  
  
  <PAGE>
                                                                      EXHIBIT 2.1
  
  
  
                     MERGER AGREEMENT AND PLAN OF REORGANIZATION
  
  This Merger Agreement and Plan of Reorganization ("Agreement") is made as of
  the 4th day of January, 2000 by and among Electronic Clearing House, Inc., a
  Nevada corporation ("ECHO"), ECHO Acquisition Corporation, a Colorado
  corporation ("EAC"), Rocky Mountain Retail Systems, Inc., a Colorado
  corporation ("RMRS"), and the individual shareholders of RMRS listed and
  signing at the end of this Agreement in Article XI ("Selling Shareholders").
  
  WHEREAS the Selling Shareholders own all of the right, title and interest in
  all of the outstanding shares of capital stock of RMRS ("RMRS Shares") as set
  forth in Article XI;
  
  WHEREAS EAC desires to merge into RMRS and RMRS desires to merge with EAC as
  set forth in this Agreement ("Merger");
  
  WHEREAS Selling Shareholders approve the Merger and desire to receive shares
  of ECHO in connection with the Merger;
  
  WHEREAS ECHO is willing to issue up to 2,500,000 shares of the common capital
  stock of ECHO in connection with the Merger ("ECHO Shares");
  
  WHEREAS RMRS would become a wholly-owned subsidiary of ECHO as a result of the
  Merger;
  
  NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, THE
  PARTIES AGREE AS FOLLOWS:
  
  
                                          I
                                TERMS OF TRANSACTION
  
  1.1  Merger and Effect of Merger.
  
     1.1.1.  Merger of EAC and RMRS.   EAC will be merged with and into RMRS
  effective on date that Articles of Merger in the form attached to this
  Agreement as Exhibit A1 are filed with the Colorado Secretary of State
  ("Effective Date").
  
     1.1.2.  RMRS Surviving Corporation.  RMRS will be the surviving corporation
  in the Merger.  After the Effective Date, RMRS;s corporate name, existence and
  all its purposes, powers and objectives will continue unaffected and
  unimpaired by the Merger, RMRS will continue to be governed by the laws of the
  State of Colorado, and RMRS will succeed to EAC's rights, assets, liabilities
  and obligations in accordance with the Colorado Business Corporation Act.
  
     1.1.3.  Articles of Incorporation.  No changes in the Articles of
  Incorporation of RMRS will be effected by the Merger.  The Articles of
  Incorporation of RMRS on the Effective Date will continue to be the Articles
  of Incorporation of RMRS after the Effective Date.  From and after the
  Effective Date, said Articles of Incorporation, as they may be amended from
  time to time, will be, and may be separately certified as, the Articles of
  Incorporation of RMRS.
  
          1.1.4.  Bylaws.  The Bylaws of RMRS in effect on the Effective Date
  shall be the Bylaws of RMRS after the Effective Date until those Bylaws are
  duly altered, amended or repealed.
  
          1.1.5  Directors.  The Directors of RMRS on the Effective Date will be
  the Directors of RMRS after the Effective Date, with the addition of Joel M.
  Barry as Chairman of the Board, until their successors are duly elected and
  qualify.  The officers of RMRS on the effective date shall be the officers of
  RMRS after the effective date, with the addition of Joel M. Barry as Chief
  Executive Officer, subject to the terms of this Agreement.
  
           1.1.6  Conversion of EAC Shares.  Effective on the Merger, each share
  of EAC at the time issued and outstanding will be converted into one share of
  the common capital stock of RMRS.
  
           1.1.7  Conversion of RMRS Shares.  Effective on the Merger, all of
  the shares of RMRS at the time issued and outstanding (other than dissenting
  shares to the extent provided in the Colorado Business Corporation Act) will
  by virtue of the Merger and without action on the part of any shareholder of
  RMRS be converted into the right to receive ECHO Shares as provided in this
  Agreement.
  
           1.1.6  Tax-Free Reorganization.  The Merger is intended by ECHO, EAC,
  RMRS and the Selling Shareholders to be a tax-free reorganization as defined
  in Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended
  ("Code") (it being understood that no representation or warranty as to such
  effect is or has been made); and this Agreement is intended to be a Plan of
  Reorganization under that Section.
  
          1.2  Base Shares.
  
          1.2.1.   Issuance of Base Shares to Selling Shareholders at the
  Effective Date.  Upon effectiveness of the Merger, ECHO will issue to each of
  the Selling Shareholders the number of ECHO Shares set forth opposite that
  Selling Shareholder's name in Article XI as "Base Shares," aggregating a total
  of 1,000,000 Base Shares, subject to the terms of this Agreement.
  
          1.2.2  Escrow of Base Shares.
  
          Certificates representing the Base Shares shall be delivered to the
  Secretary of ECHO, to be held in escrow in accordance with an escrow agreement
  containing the terms set forth in the form of escrow agreement attached to
  this Agreement as Exhibit A2 ("Escrow Agreement").  Subject to the terms of
  the Escrow Agreement, certificates for 1,000,000 Base Shares shall be released
  from the escrow and delivered to the Selling Shareholders on January 04, 2000.
  Base Shares reflected in certificates held in escrow cannot be transferred or
  otherwise alienated until released from escrow except as provided in this
  Agreement.
  
  
          1.3  Performance Shares.
  
          1.3.1.   Issuance of Performance Shares to Selling Shareholders On
  Achievement of Performance Goals.  As of the last day of Performance Period #
  1 (January 1, 2000 through December 31, 2000), Performance Period #2 (January
  01, 2001 through December 31, 2001), and Performance Period #3 (January 01,
  2002 through December 31, 2002) ECHO will issue to each of the Selling
  Shareholders the number of ECHO Shares to which that Selling Shareholder shall
  be entitled pursuant to this Section 1.3.1, up to the total number of Shares
  set forth opposite that Selling Shareholder's name in Article XI as
  "Performance Shares," aggregating up to a maximum of 1,500,000 Performance
  Shares, subject to the terms of this Agreement.
  
          The number of Performance Shares that shall be issued under this
  Section 1.3.1 is based on Net Earnings accrued during Performance Period #1,
  Performance Period #2, and Performance Period #3.
  
          Net Earnings shall be net earnings before taxes as reflected on the
  income statement of RMRS for the applicable Performance Period, calculated in
  accordance with generally accepted accounting principles and consistent with
  the historical and past practices of RMRS.  Net earnings shall reflect
  deductions for administrative charges of ECHO in accordance with ECHO's set
  policy for allocating administrative charges to RMRS.  ECHO's policy for
  allocating such administrative charges is set forth in Exhibit B.  ECHO and
  EAC shall waive all set-off rights with respect to Performance Shares issued
  through escrow in accordance with the Escrow Agreement.
  
          Any dispute arising out of or relating to Net Earnings calculations
  shall be resolved by binding arbitration through a third-party certified
  public accounting firm to be agreed upon by both ECHO and the Selling
  Shareholders.  Should any resulting arbitration judgment be rendered in favor
  of ECHO, all related expenses, court costs and attorney's fees will be
  allocated to RMRS.
  
          In the event of a merger of ECHO with another company (other than the
  Merger contemplated by this Agreement), whether ECHO is the surviving company
  or absorbed company, or the acquisition of 50 percent of the outstanding
  shares of ECHO by another company or other person or group of persons in the
  same transaction or series of related transactions prior to the end of any
  Performance Period, Net Earnings shall be the Net Earnings calculated as
  previously described, but Performance Shares will now be granted for Net
  Earnings of $100,000 or more, instead of the $200,000 or more currently
  contemplated under this Agreement.  In addition, 6.52 Performance Shares,
  instead of the 3.26 Performance Shares currently contemplated under this
  Agreement, will be issued for each $1.00 by which Net Earnings exceed said
  $100,000 in any one Performance Period up to the maximum of a total of
  1,500,000 Performance Shares available for issuance in the aggregate during
  Performance Periods #1, #2, and #3.
  
          Performance Period #1 shall commence on January 01, 2000 and shall
  terminate on December 31, 2000.
  
          For Performance Period #1, Performance Shares shall be issued in
  accordance with the following:
  
  
  Net Earnings
  Number of
  Performance Shares
  Less than $200,000
  <PAGE>
  None$200,000 or more
  <PAGE>
  3.26 Performance Shares
  for each $1.00 by which
  Net Earnings exceed
  $200,000 in any one
  Performance Period, up to
  the maximum of a total of
  1,500,000 Performance
  Shares available for
  issuance in the aggregate
  during Performance
  Periods #1, #2, and #3.
          Performance Period #2 shall commence on January 01, 2001 and shall
  terminate on December 31, 2001.  For Performance Period #2, Performance Shares
  shall be those Remaining Shares (as defined hereinafter) available after the
  Performance Shares for Performance Period #1 have been issued.  Performance
  Period #3 shall commence on January 01, 2002 and shall terminate on December
  31, 2002.  For Performance Period #3, Performance Shares shall be those
  Remaining Shares available after the Performance Shares for Performance
  Periods #1 and #2 have been issued. Thus, if 500,000 shares are issued in
  respect to Performance Period #1 (resulting in 1,000,000 Remaining Shares) and
  Net Earnings for Performance Period #2 were, e.g., $450,000, then 815,000
  Performance Shares would be issued in respect to Performance Period #2; that
  is $450,000 - $200,000 = $250,000, $250,000 x 3.26 = 815,000; leaving 185,000
  Remaining Shares available for issuance at the end of Performance Period #3.
  "Remaining Shares" means 1,500,000 Performance Shares less the aggregate
  number, if any, of Performance Shares issued with respect to Performance
  Period #1 and Performance Period #2.
  
          Each Selling Shareholder shall be entitled to receive that percentage
  of the aggregate number of Performance Shares issued during any Performance
  Period as is pro rata to the number of RMRS Shares held by that Shareholder
  immediately prior to Closing.
  
          Fractional shares shall not be issued. Any fraction of a share shall be
  rounded up to 1 share.
  
          The number of Performance Shares to be issued hereunder shall be
  appropriately adjusted to reflect any stock split, stock dividend, stock
  combination or similar transaction effected without additional full fair
  market value payment for shares.  The foregoing shall not apply to any
  conversion of convertible securities or any issue of securities on exercise of
  warrants or options to purchase such securities.
  
          1.3.2  Escrow of Performance Shares.  Certificates for Performance
  Shares shall be delivered to the Secretary of ECHO immediately on issue, to be
  held in escrow in accordance with the Escrow Agreement.  Subject to the terms
  of the Escrow Agreement, certificates for the aggregate number of Performance
  Shares that shall have been issued with respect to Performance Periods #1 ,
  #2, and #3 shall be released from the escrow and delivered to the Selling
  Shareholders on the 28th day of February following the close of the prior
  respective Performance Period.  Thus, if 500,000 Performance Shares are to be
  issued with respect to Performance Period #1 ending December 31, 2000, those
  500,000 Performance Shares would be issued out of escrow on February 28, 2001.
  
          Performance Shares reflected in certificates held in escrow cannot be
  transferred or otherwise alienated until released from escrow, except as
  provided in this Agreement.
  
          1.4  Shareholder Rights.  Subject to the terms of the Escrow Agreement,
  Selling Shareholders shall have all of the rights of Shareholders with respect
  to Base Shares and Performance Shares upon issuance thereof, and with respect
  to Performance Shares only after they are earned, except the right to assign
  or transfer those Shares while such Shares are held in the escrow subject to
  the terms of this Agreement.
  
          1.5  Allocation of Base Shares.  For ECHO tax and accounting purposes,
  the parties intend that all Base Shares issued to Selling Shareholders shall
  be allocated in respect to RMRS tangible assets at book value of those
  tangible assets and in respect to RMRS intangible assets at fair market value
  of those intangible assets.
  
          1.6  Limited Right to Transfer.  Notwithstanding any other provision
  of this Agreement, Selling Shareholders shall have the right to transfer Base
  Shares and earned Performance Shares to any person, provided that: (1) the
  transfer does not violate any federal or state securities law or other law,
  (2) the Selling Shareholders assume all tax liabilities arising out of the
  transfer; and (3) the Selling Shareholders indemnify ECHO against any claim
  and/or liability arising out of such transfer.
  
          1.7  Conditions Subsequent - Earnout of Performance Shares.
  Notwithstanding any other provision of this Agreement, prior to December 31,
  2002, the Selling Shareholders shall have the right to be immediately issued
  all Performance and/or Remaining Shares should one or more of the following
  events occur: a) ECHO losses the U-Haul relationship for any reason other than
  by expiration of contract; b) ECHO fails to honor its corporate allocation and
  offset commitments as contained in this Agreement; c) ECHO's common stock
  fails to be listed on NASDAQ for any reason; or d) ECHO effects a reverse
  stock split of its common stock to avoid a de-listing action by NASDAQ.
  
          In the event any of the above listed events transpire prior to December
  31, 2002, the Selling Shareholders, acting together in full agreement and in
  one accord, may decide to affect their decision to be issued all Performance
  Shares and/or Remaining Shares by giving prompt written notice of such
  decision to ECHO as provided for under the provisions of Section 10.6 of this
  Agreement.  No single Selling Shareholder or a group of a majority of the
  Selling Shareholders shall be permitted to affect an issuance of Performance
  Shares and/or Remaining Shares under this Agreement.
  
          ECHO shall issue to each Selling Shareholder, within thirty (30) days
  from the date of receipt of the above notice, Performance Shares and/or
  Remainin Shares in proportion to the identical amount of RMRS common stock
  originally tendered by each Selling Shareholder under the Articles of Merger
  attached as Exhibit A1 to this Agreement.
  
                                         II
                                   RMRS EMPLOYEES
  
          2.1  Donald E. Dick.  Effective as of the Effective Date ECHO agrees to
  cause RMRS to employ Donald E. Dick in the position of President, upon the
  terms and conditions set forth in Exhibit C1 to this Agreement.
  
          2.2  Robert L. Anderson, Jr.  Effective as of the Effective Date, ECHO
  agrees to cause RMRS to employ Robert L. Anderson, Jr. in the position of Vice
  President-Operations, upon the terms and conditions set forth in Exhibit C2 to
  this Agreement.
  
          2.3  Arnold Feinberg.  Effective as of the Effective Date, ECHO agrees
  to cause RMRS to employ Arnold Feinberg in the position of Vice President-
  Sales, upon the terms and conditions set forth in Exhibit C3 to this
  Agreement.
  
          2.4  Other Employees.  Employees of RMRS other than those referred to
  in Sections 2.1 through 2.3 shall be retained as employees of RMRS at their
  current compensation for at least a two year period.  After the effective date
  of this Agreement, adding an RMRS employee or terminating an RMRS employee
  shall require the approval of ECHO's Chief Executive Officer.
  
                                         III
                          REPRESENTATIONS AND WARRANTIES OF
                            RMRS AND SELLING SHAREHOLDERS
  
          RMRS and the Selling Shareholders jointly and severally represent and
  warrant to ECHO as of the date of this Agreement and as of the Effective Date
  as follows, except as set forth in Exhibit D:
  
          3.1  Organization and Standing: Authority.  RMRS is a corporation duly
  organized, validly existing, and in good standing under the laws of Colorado.
  RMRS has the requisite corporate power and authority to own, lease and operate
  its properties and assets, and to carry on its business as presently conducted
  and to enter into this Agreement.  All corporate action on the part of RMRS,
  its shareholders, directors and officers necessary for the authorization,
  execution, delivery and performance of this Agreement by RMRS has been taken
  or will be taken prior to the Closing.  This Agreement, when executed and
  delivered, is a valid and binding obligation of RMRS and each of the Selling
  Shareholders, subject to the laws of bankruptcy, insolvency, creditors rights,
  and equitable remedies, and will not violate the Articles of Incorporation or
  bylaws of RMRS or any agreement, law, regulation, government order or other
  obligation under which RMRS or any of the Selling Shareholders is bound.  RMRS
  is duly qualified as a foreign corporation to do business and is in good
  standing in each jurisdiction where the character of its properties owned or
  held under lease or the nature of its activities makes such qualification
  necessary, except where failure to be so qualified will not have an effect on
  the business, properties, assets, condition (financial or otherwise),
  liabilities, operations or prospects of RMRS taken as a whole in an amount in
  excess of $50,000 ("Material Adverse Effect").
  
          3.2  Corporate Documents.  RMRS has delivered to ECHO true copies of
  its Articles of Incorporation and its bylaws as currently in effect, all stock
  records, and all minutes of meetings and all consents and other actions of its
  shareholders, board of directors, executive committee, and other governing
  boards.  There shall have been no changes to these documents at the time of
  the Effective Date.  RMRS is in full compliance with all provisions of such
  documents.
  
          3.3  Bank Statements.  RMRS has delivered statements of all banks and
  other institutions at which it maintains funds for each of the three preceding
  months.  RMRS does not maintain funds at any institution other than those for
  which statements have been delivered hereunder.
  
          3.4  Subsidiaries.  RMRS has no subsidiaries or affiliated companies
  and does not otherwise own or control, directly or indirectly, any other
  corporation, association or business entity.
  
          3.5  Capitalization.  The authorized capital stock of the RMRS consists
  of 10,000 shares of Common Stock, of which 1,053 shares are issued and
  outstanding.   All issued and outstanding shares have been duly authorized and
  validly issued, and are fully-paid and nonassessable.  There are no
  outstanding options, warrants, conversion privileges or other rights presently
  outstanding to purchase or otherwise acquire any authorized but unissued
  shares of capital stock or other securities of RMRS, nor any agreements to
  issue any such rights.  All outstanding capital stock was issued in full
  compliance with all applicable laws.  There are no bonds, debentures, notes or
  other evidences of indebtedness having the right to vote on any matter.
  
          3.6  Financial Statements.  RMRS has delivered to ECHO a balance sheet
  and income statement for each of the fiscal years ended December 31, 1998 and
  1999.  The balance sheet and income statement for the fiscal year ended
  December 31, 1999 shall be audited by ECHO.  The balance sheets fairly present
  the financial condition of RMRS as of the dates presented and the income
  statements fairly present the results of operations of RMRS for the periods
  represented.  To the best of RMRS's and each Selling Shareholder's knowledge,
  there have been no material changes in any asset or liability reflected in the
  most recent such balance sheet after the date of that balance sheet, other
  than the reduction for accrued payroll.  RMRS has not sold, exchanged or
  otherwise disposed of any of its assets or rights, other than in the ordinary
  course of business.
  
          3.7  Liabilities.  To the best of RMRS's and each Selling Shareholder's
  knowledge, other than as disclosed in the most recent balance sheet, RMRS has
  no direct or contingent liabilities.   There are no known or expected actions,
  suits, proceedings or investigations pending against RMRS or its properties
  before any court, governmental agency, or other tribunal, domestic or foreign.
  No known claims against RMRS or any of its shareholders, directors, officers,
  employees, agents or consultants have been asserted claiming any rights to any
  tangible or intangible property owned, claimed or used by RMRS, or claiming
  that the business of RMRS violates any patent, trade secret, or other right of
  any person including any former or other present employer of any such
  shareholder, director, officer, employee, agent or consultant.  RMRS has no
  obligation as a guarantor, surety, co-signer, endorser or co-maker with
  respect to the liability of any other person.  RMRS has not declared or paid
  any dividends, or authorized or made any distribution upon or with respect to
  any class or series of its capital stock.  RMRS has given no power of attorney
  to any person.
  
          3.8  Intangible Assets.  A list of all intangible assets, including
  without limitation all concepts, designs, ideas, methods, computer programs,
  systems, patents, trade secrets, trademarks, trade names and copyrights, is
  set forth in Exhibit E.  Developing, marketing, assigning or transferring, or
  other use of any such intangible asset after the Effective Date will not
  infringe the rights of any other person.  RMRS possesses sufficient legal
  rights to all intangible assets necessary for the conduct of RMRS's business
  as now conducted.  Without limiting the foregoing, RMRS has not entered into
  any cross-licensing arrangement with any person or entity, and there are no
  agreements relating to and materially affecting any intangible asset or the
  use or ownership thereof, including without limitation license agreements,
  confidentiality or non-disclosure agreements, assignments or agreements to
  assign, development agreements, settlement agreements or similar agreements.
  None of the Selling Shareholders, and to the best of RMRS's and each Selling
  Shareholder's knowledge no other person who is an employee of RMRS, is
  obligated under any agreement or subject to any judgment, decree or order of
  any court or administrative agency that would interfere with such person's
  duties with RMRS or that would conflict with RMRS's business as presently
  proposed to be conducted.  RMRS will not need to utilize any inventions, trade
  secrets or proprietary information of any of its employees or shareholders
  made prior to their employment by RMRS, except for inventions, trade secrets
  or proprietary information that have been assigned to RMRS (copies of all such
  assignments having been delivered to ECHO).   Neither RMRS nor any Selling
  Shareholder has received information that any other person is engaged in any
  activity or contemplating any activity that might constitute an infringement
  or other violation of RMRS's rights with regard to any of its intangible
  assets.
  
          3.9 Agreements and Licenses.  All oral and written agreements,
  including without limitation all licenses, to which RMRS is a party or under
  which it is bound are listed in Exhibit F.  All such agreements and licenses
  have been delivered to ECHO.  All such agreements and licenses are valid,
  binding and enforceable in accordance with their terms.  RMRS is not in
  default or breach of any such agreement or license.  Execution and performance
  of this Agreement will not violate or breach any such agreement or license.
  Without limiting the generality of the foregoing, no warranty or
  representation has been made to any customer of RMRS other than as set forth
  in written agreements with such customer, all of which are listed in Exhibit
  F.
  
          3.10  Title to Properties.  RMRS has good and marketable title to all
  its properties and assets, including leasehold interests, trade secrets,
  trademarks, copyrights, patents, software, systems and other intangible
  assets.  RMRS's title to its properties and assets is free and clear of any
  lien, claim, encumbrance or restriction of any nature.  In particular, without
  limiting the generality of the foregoing, no person has any claim, lien or
  other rights in or against any intellectual property or other intangible asset
  of RMRS including without limitation any of RMRS's software programs except
  pursuant to written license agreements all of which are listed in Exhibit F.
  To the best of RMRS's and each Selling Shareholder's knowledge, there are no
  pending or threatened proceedings of any nature alleging any violation of any
  right of any other person with respect to any of RMRS's properties or assets.
  
  
          3.11  Accounts Receivable and other Receivables. To the best of RMRS's
  and each Selling Shareholder's knowledge, all accounts receivable are current
  and collectible in the ordinary course of business.  RMRS has not made any
  loans or advances to any person, other than in the ordinary course of
  business.
  
          3.12  Insurance.  All policies of insurance owned or held by RMRS are
  listed in Exhibit G.  All such policies are in full force and effect, and will
  not be affected by the transactions contemplated by this Agreement.
  
          3.13  Leases.  All leases under which RMRS is bound are listed in
  Exhibit H.  All such leases are in full force and effect, and will not be
  affected by the transactions contemplated by this Agreement.  RMRS is not in
  default or breach of any lease.
  
          3.14  Employees.  RMRS has no (a) retirement, pension, profit sharing,
  deferred compensation, bonus, or other compensation plan, other than regular
  salaries and wages, (b) stock option, stock purchase or other employee stock
  or equity plan, (c)  medical or disability plan, (d) other employee benefit
  plan, (e) employment agreement of any kind.  To the best of RMRS's and the
  Selling Shareholder's knowledge, no director, officer or employee is obligated
  under any contract, license, covenant, commitment or other agreement, or
  subject to any judgment, decree, or other order that would conflict with his
  or her obligation to use his or her best efforts to promote the interests of
  RMRS.  Except as provided in this Agreement, no employee of RMRS has been
  granted the right to continued employment by RMRS or to any material
  compensation following termination of employment by RMRS or consummation of
  the transactions contemplated by this Agreement.  Neither RMRS nor any Selling
  Shareholder is aware that any officer or employee intends to terminate his or
  her employment with RMRS.
  
          3.15  Taxes.  All tax liabilities of any nature incurred by RMRS have
  been paid.  To the best of RMRS's and each Selling Shareholder's knowledge, no
  facts exist that would be grounds for the assessment of any additional tax
  liability.  All required tax returns of RMRS have been accurately prepared and
  duly and timely filed.  RMRS has not been advised that any of its returns,
  federal, state or other, have been or are being audited.
  
          3.16  Compliance with Law.  To the best of RMRS's and each Selling
  Shareholder's knowledge, RMRS is in full compliance with all laws and
  regulations applicable to its business, and all judgments, decrees, orders,
  and writs to which RMRS is subject (copies of all of which have been delivered
  to ECHO). To the best of RMRS's and each Selling Shareholder's knowledge, RMRS
  possesses from the appropriate governmental authorities, all licenses,
  permits, certificates, approvals, franchises and other authorizations as are
  necessary for RMRS to engage in the business currently conducted.
  
          3.17  Governmental Consent. To the best of RMRS's and each Selling
  Shareholder's knowledge, after consultation with legal counsel, no consent,
  approval or authorization of or designation, declaration or filing with any
  governmental authority on the part of RMRS or the Selling Shareholders is
  required in connection with the valid execution and delivery of this
  Agreement or the consummation of any other transaction contemplated hereby
  except filing Articles of Merger as provided in Section 1.1.
  
          3.18  Investment Intent.  Each of the Selling Shareholders will acquire
  the ECHO Shares to be issued to that Shareholder pursuant to this Agreement
  for investment for his own account, not as a nominee or agent, and not with a
  view to or for sale in connection with any distribution of the ECHO Shares, or
  any part thereof; he has no present intention of selling, granting
  participation in, or otherwise distributing the ECHO Shares.
  
          3.19  No Registration of ECHO Shares.  Each of the Selling
  Shareholders understands that the ECHO Shares have not been registered under
  the Securities Act of 1933 ("Securities Act") nor registered or qualified
  under the Colorado Securities Act, nor other applicable securities law, on the
  basis that the sale provided for in this Agreement and the issuance of
  securities hereunder is exempt from registration under the Securities Act and
  from registration or qualification under applicable securities laws, and that
  ECHO's reliance on such exemptions is predicated on the representations set
  forth herein.  In this connection, each of the Selling Shareholders
  understands that the offering of ECHO Shares contemplated by this Agreement
  and related documents and disclosures have not been reviewed or recommended by
  the U.S. Securities and Exchange Commission ("SEC") nor by the securities
  administrator of Colorado or any other state or jurisdiction.  Therefore, ECHO
  Shares cannot be resold unless registered under the Securities Act, and
  registered or qualified under any applicable state securities law including
  without limitation the Securities Act of Colorado, or unless an exemption from
  registration, i.e., Rule 144 exemption, is available.
  
          3.20  Knowledge of Business/Ability to Bear Economic Risk.  Each of
  the Selling Shareholders is familiar with the business of ECHO, and has
  received each of the following: (1) ECHO's 1999 Annual Report to Shareholders;
  (2) Form 10-K for the Fiscal Year ended September 30, 1999; (3) Notice of
  Annual Meeting of Shareholders, February 04, 2000, and (4) Proxy Statement
  dated February 04, 1999 ("ECHO Documents").  Each of the Selling Shareholders
  understands that he can request, and that ECHO will promptly provide to the
  Selling Shareholder on such request, any exhibit required to be filed with the
  Securities and Exchange Commission in connection the foregoing documents
  including the Exhibits referred to in Part IV of the aforementioned Form 10-K.
   Each of the Selling Shareholders is experienced in the type of business
  engaged in by ECHO, is able to fend for himself in the transactions
  contemplated by this Agreement, has such knowledge and experience in financial
  and business matters as to be capable of evaluating the merits and risks of
  investment in the ECHO Shares, and has the ability to bear the economic risks
  of the investment.
  
          3.21  Due Diligence.  Each of the Selling Shareholders represents that
  he has had the opportunity to ask questions of, and to receive answers from,
  ECHO concerning the terms and conditions of his investment in the ECHO Shares
  and to obtain additional information (to the extent ECHO possessed such
  information or could acquire it without unreasonable effort or expense)
  necessary to verify the accuracy of any information furnished to him or to
  which he had access.
  
          3.22  Free of Liens and Encumbrances.  The RMRS Shares are validly
  issued, fully-paid and nonassessable, and are free of any liens, claims,
  encumbrances, or other restrictions of any kind. Neither the execution of this
  Agreement nor the transactions contemplated herein shall violate the Articles
  of Incorporation or bylaws of RMRS, any agreement, or any law, rule or order
  of any governmental authority or any court.
  
          3.23  Operation of Software and Systems.  All data processing systems,
  including all software programs, of RMRS operate normally in accordance with
  the specifications and functions for those systems and software programs
  previously disclosed to ECHO.  RMRS is making all such systems ready for the
  year 2000 and does not expect such systems to be adversely affected by the
  advent of that year.  Except as stated in the first sentence of this Section
  3.24, neither RMRS nor any of the Selling Shareholders is aware of any
  material defect in design, materials, manufacture, performance or otherwise in
  any products or services developed, manufactured, distributed, licensed, sold
  or provided by RMRS since RMRS's incorporation or any defect in repair to,
  service of, or replacement of, any such products which would give rise to a
  Material Adverse Effect.
  
          3.24  Suppliers and Customers.  No substantial supplier or customer
  (who accounted for more than 2% of aggregate 1998 purchases or more than 2% of
  aggregate 1999 revenues, as the case may be) or any prospective customer, has
  indicated to RMRS or to any Selling Shareholder that it intends to terminate
  its relationship with RMRS, nor does RMRS or any Selling Shareholder have
  knowledge that any such supplier or customer intends to terminate such
  relationship.  There is no information that would indicate that RMRS does not
  have good business relations with each supplier and customer, or that
  consummation of the transactions contemplated by this Agreement would or might
  disrupt RMRS's existing relationships with any such supplier or customer.
  
          3.25  Records.  RMRS has made available all of its records to ECHO in
  all media, including without limitation all financial records, product
  records, software code, written operating procedures, customer records,
  personnel records, and insurance records.
  
          3.26  No Material Adverse Effect.  To the best of RMRS's and each
  Selling Shareholder's knowledge, there does not exist any fact or circumstance
  which, alone or together with another fact of circumstance, could reasonably
  be expected to have a Material Adverse Effect on the business, properties,
  assets, condition (financial or otherwise), liabilities, operations,
  properties or future prospects of RMRS.
  
          3.27  Brokers and Finders.  No broker, finder or investment banker is
  entitled to any brokerage, finder's or other fee or commission in connection
  with the transactions contemplated by this Agreement based on arrangements
  made by RMRS or any of the Selling Shareholders.
  
          3.28  Truth of Representations and Warranties.  All of the
  representations and warranties set forth in this Article III shall be true as
  of the time of the Effective Date. No representation or warranty or other
  statement made to ECHO by RMRS or any Selling Shareholder contains any untrue
  statement of a material fact necessary to make the statement, in light of the
  circumstances under which the statement was made, not misleading.
  
          3.29  Survival of Provisions.  The provisions of this Article III
  shall survive Closing and the Merger for a period of one (1) year.
  
          3.30  Knowledge Representation.  When the words "to the best of RMRS's
  and each Selling Shareholder's knowledge" or "RMRS's and each Selling
  Shareholder's knowledge" appear in the provisions of this Article III, it is
  understood that no affirmative investigation has been made to confirm such
  "RMRS's and each Selling Shareholder's knowledge."  RMRS's knowledge is deemed
  to be the knowledge of Donald E. Dick, Robert L. Anderson, Jr., and Arnold
  Feinberg.
  
                                         IV
                   REPRESENTATIONS AND WARRANTIES OF ECHO AND EAC
  
          ECHO and EAC each represents and warrants to RMRS and the Selling
  Shareholders as of the date of this Agreement and as of the date of the
  Effective Date as follows, except as set forth in Exhibit I:
  
          4.1  Organization and Standing: Authority.  ECHO is a corporation duly
  organized, validly existing, and in good standing under the laws of Nevada.
  EAC is a corporation duly organized, validly existing, and in good standing
  under the laws of Colorado.  Each has the requisite corporate power and
  authority to own, lease and operate its properties and assets, and to carry on
  its business as presently conducted and to enter into this Agreement.  All
  corporate action on the part of ECHO and EAC, its shareholders, directors and
  officers necessary for the authorization, execution, delivery and performance
  of this Agreement by ECHO and EAC has been taken or will be taken prior to the
  Effective Date.  This Agreement, when executed and delivered, is a valid and
  binding obligation of ECHO and EAC and will not violate the Articles of
  Incorporation or bylaws of ECHO or EAC or any agreement, law, regulation,
  government order or other obligation under which ECHO or EAC is bound.
  
          4.2  Capitalization.  The authorized capital stock of ECHO consists
  36,000,000 shares of Common Stock, of which 19,788,213 shares were issued and
  outstanding on September 30, 1999; and 5,000,000 shares of Convertible
  Preferred Stock, of which 40,000 shares of Series L Preferred Stock were
  issued and outstanding on that date.  All issued and outstanding shares have
  been duly authorized and validly issued, are fully-paid and nonassessable, and
  were issued in full compliance with all applicable laws. Options to acquire up
  to 3,318,000 shares of Common Stock at exercise prices ranging from $0.40 to
  $2.00 per share were outstanding on September 30, 1999, and warrants to
  acquire up to 600,000 shares of Common Stock at $0.40 per share were
  outstanding on that date.  Holders of shares of Common Stock have one vote for
  each share of Common Stock held in connection with matters on which a
  shareholder vote is taken, the right to receive dividends and other
  distributions when, as and if declared by the board of directors, and such
  other rights as may be set forth in the Articles of Incorporation and required
  by applicable law.  The rights of holders of capital stock of ECHO are more
  fully described in the Articles of Incorporation of ECHO, and the foregoing
  description in this Section 4.2 is subject in all respects to the provisions
  of those Articles.  There are no bonds, debentures, notes or other evidences
  of indebtedness having the right to vote on any matter.  The authorized
  capital stock of EAC consists of 10,000 shares of Common Stock of which 100
  shares are issued and outstanding. The rights of holders of capital stock of
  EAC are more fully described in the Articles of Incorporation of EAC.
  
          4.3  Corporate Documents.  ECHO and EAC has each delivered to RMRS
  true copies of its Articles of Incorporation and its bylaws as currently in
  effect.  There shall have been no changes to these documents at the time of
  the Effective Date.
  
          4.4  Financial Statements.  ECHO has delivered to RMRS a balance sheet
  and income statement for each of the fiscal years ended September 30, 1995,
  1996, 1997, 1998, and 1999, prepared in accordance with generally accepted
  accounting principles.  The balance sheets fairly present the assets,
  liabilities, and financial condition of ECHO as of the dates presented and the
  income statements fairly present the results of operations of ECHO for the
  periods therein referred to.  To the best of ECHO's knowledge, there have been
  no material changes in any asset or liability reflected in the most recent
  such balance sheet after the date of that balance sheet.
  
          4.5  Governmental Consent.  To the best of ECHO's and EAC's knowledge,
  after consultation with legal counsel, no consent, approval or authorization
  of or designation, declaration or filing with any governmental authority on
  the part of ECHO or EAC is required in connection with the valid execution and
  delivery of this Agreement, or the offer, sale or delivery of the ECHO Shares,
  or the consummation of any other transaction contemplated hereby, except
  filing Articles of Merger as provided in Section 1.1, certain securities
  filings in connection with applicable exemptions from registration and/or
  qualification requirements, and certain filings required by federal securities
  regulations.
  
          4.6  Free of Liens and Encumbrances.  The ECHO Shares when issued as
  provided in this Agreement will be validly issued, fully-paid and
  nonassessable, and will be free of any liens, claims, encumbrances, or other
  restrictions of any kind except those relating to applicable securities laws
  requirements and those set forth in this Agreement.   Neither the execution of
  this Agreement nor the issuance of the ECHO Shares to Selling Shareholders as
  contemplated herein shall violate the Articles of Incorporation or bylaws of
  ECHO or EAC, any agreement, or any law, rule or order of any governmental
  authority or any court.
  
          4.7  Truth of Representations and Warranties.  All of the
  representations and warranties set forth in this Article IV shall be true as
  of the Effective Date.  No representation or warranty or other statement made
  to RMRS or any Selling Shareholder by ECHO or EAC contains any untrue
  statement of a material fact or omits to state a material fact necessary to
  make the statement, in light of the circumstances under which the statement
  was made, not misleading.  From the date of ECHO's most current Form 10-K
  (September 30, 1999) to the Close date, January 04, 2000, ECHO and EAC
  officers and directors are unaware of facts or circumstances required to be
  disclosed in ECHO Documents.
  
          4.8  Due Diligence.  ECHO represents that ECHO has had the opportunity
  to ask questions of, and to receive answers from, RMRS concerning the terms
  and conditions of its investment in RMRS Shares and to obtain additional
  information (to the extent RMRS possessed such information or could acquire it
  without unreasonable effort or expense) necessary to verify the accuracy of
  any information furnished to ECHO or to which ECHO had access.
  
          4.9  Suppliers and Customers.  No substantial supplier or customer
  (who accounted for more than 2% of aggregate 1998 purchases or more than 2% of
  aggregate 1999 revenues, as the case may be) or any prospective customer, has
  indicated to ECHO or EAC that it intends to terminate its relationship with
  ECHO or EAC, nor does ECHO or EAC have knowledge that any such supplier or
  customer intends to terminate such relationship.  There is no information that
  would indicate that ECHO or EAC does not have good business relations with
  each supplier and customer, or that consummation of the transactions
  contemplated by this Agreement would or might disrupt ECHO's and EAC's
  existing relationships with any such supplier or customer.
  
          4.10  Records.  ECHO and EAC has made available to RMRS all records
  requested by RMRS in all media, including without limitation all requested
  financial records, product records, software code, written operating
  procedures, customer records, personnel records, and insurance records.
  
          4.11  No Material Adverse Effect.  To the best of ECHO's and EAC's
  knowledge, there does not exist any fact or circumstance which, alone or
  together with another fact of circumstance, could reasonably be expected to
  have an effect on the business, properties, assets, condition (financial or
  otherwise), liabilities, operations, properties or prospects of ECHO or EAC
  taken as a whole in an amount in excess of $200,000.
  
          4.12  Brokers and Finders.  No broker, finder or investment banker is
  entitled to any brokerage, finder's or other fee or commission in connection
  with the transactions contemplated by this Agreement based on arrangements
  made by ECHO or EAC.
  
          4.13  Survival of Provisions.  The provisions of this Article IV shall
  survive the Effective Date and the Merger.
  
          4.14  Knowledge Representation.  When the words "to the best of ECHO's
  and EAC's knowledge" appear in the provisions of this Article IV, it is
  understood that no affirmative investigation has been made to confirm such
  "knowledge."
  
                                          V
                                 RESTRICTIVE LEGENDS
  
          5.1  Securities Act of 1933.  Each certificate representing the ECHO
  Shares shall bear a legend substantially as follows:
  
          THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
          NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (1)
          THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
          COVERING SUCH SECURITIES, OR (2) THE TRANSFER IS MADE IN
          COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 144, OR
          (3) ECHO RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE
          SECURITIES REASONABLY SATISFACTORY TO ECHO, STATING THAT SUCH
          SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
          REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
  
          5.2  Escrow Legend.  While in escrow as provided in this Agreement,
  each certificate representing ECHO Performance Shares shall bear a legend
  substantially as follows:
  
          THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
          RESTRICTIONS ON TRANSFER SET FORTH IN AN ESCROW AGREEMENT, A
          COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND
          CANNOT BE TRANSFERRED EXCEPT AS PROVIDED IN THAT ESCROW
          AGREEMENT.
  
          5.3  Additional Legends.  Each certificate representing ECHO Shares
  shall bear any other legend required by the securities laws or other laws of
  any jurisdiction.
  
          5.4  Restrictions on Transfer.  ECHO need not register a transfer of
  any of the ECHO Shares unless the conditions and requirements specified in the
  applicable legend are satisfied.  In addition, ECHO shall make a notation
  regarding the restrictions on transfer of ECHO Shares in its stock books.
  ECHO Shares shall be transferred on the books of ECHO only if transferred or
  sold in compliance with the Securities Act of 1933 and applicable state
  securities and other laws.
  
                                         VI
                               POST CLOSING COVENANTS
  
          6.1  Covenant Regarding Competition.  Each of Donald E. Dick, Robert
  L. Anderson, Jr., Randal J. Bjerke, and Arnold Feinberg agrees that, during
  the three (3) year period after the Closing, he will not, directly or
  indirectly, in any state or territory of the United States or in any other
  country:
  
                (A) engage in any enterprise which competes with RMRS
               or may reasonably result in competition with RMRS;
                (B)  solicit any employee of RMRS or any consultant
               engaged by RMRS for the purpose of hiring such
               employee or consultant;
                (C)  solicit any customer of RMRS for the purpose of
               providing any services or any products to such
               customer similar to the products sold to that customer
               by RMRS.
  
          6.2  Trade Secrets.  Each of the Selling Shareholders agrees that he
  will not at any time use or disclose any Trade Secrets of ECHO or any
  subsidiary of ECHO including without limitation RMRS (individually and
  collectively referred to in this Section 6.2 as "ECHO"), except as otherwise
  agreed in a writing signed by a duly authorized officer of ECHO and by the
  Selling Shareholder.  Trade Secrets include ECHO's marketing plans, product
  plans, customer lists, confidential proprietary rights in ECHO's intellectual
  property, and other nonpublic proprietary information that ECHO may designate
  as a "Trade Secret."  Each of the Selling shareholders further agrees that he
  will not use or disclose the nonpublic proprietary information of any other
  person that the Selling Shareholder has reason to know that ECHO has an
  obligation to protect from disclosure or use.  Each Selling Shareholder will
  keep Trade Secrets confidential and will not directly or indirectly disclose
  or make available to any person or entity any Trade Secrets of RMRS or ECHO at
  any time and for a period of thirty-six months following the effective date of
  this Agreement.
  
          This Section 6.2 does not apply to the extent that information: (1) is
  or becomes generally known to the public without fault of Selling
  Shareholder(s); (2) is independently developed by Selling Shareholder(s)
  without use of any information obtained from RMRS or ECHO; (3) consists solely
  of generally-known ideas, concepts, know-how or techniques; or (4) is
  requested to be disclosed by law or judicial order.
  
          6.3  Inventions Disclaimer and Assignment.  Each of the Selling
  Shareholders disclaims any right, title or interest in any tangible or
  intangible asset of RMRS including without limitation any concept, design,
  idea, method, computer program, software, system, manual, documentation or
  trade Secret of RMRS ("RMRS Asset"), and hereby assigns and transfers to RMRS
  any right, title or interest that such Selling Shareholder may now or in the
  future have in any RMRS Asset.  Each of the Selling Shareholders will assist
  RMRS (at RMRS's expense) in obtaining and from time to time enforcing patents,
  copyrights, and other legal protection for RMRS Assets in the United States
  and any other country, including without limitation by executing all documents
  confirming his assignment of any RMRS Asset necessary to ensure and perfect
  RMRS's right to such RMRS Asset and to apply for and obtain patents,
  copyrights and other legal protection.
  
          6.4  Restrictions on Transfer/Piggyback Rights.  If and when ECHO
  should decide to file with the Securities and Exchange Commission a future
  registration statement in compliance with the Securities Act of 1933 and
  applicable state securities and other laws, all restricted shares issued under
  this Agreement, both Base Shares and Performance Shares, are to be included in
  that registration.  All costs associated with such registration are to be
  borne by ECHO.
  
          6.5  Remedies.  Each of the Selling Shareholders acknowledges that a
  breach of this Article VI may cause ECHO continuing and irreparable injury to
  its business which may not be adequately compensated for by money damages.
  Each of the Selling Shareholders therefore agrees that in the event of any
  actual or threatened breach of this Article VI, ECHO shall be entitled, in
  addition to other available remedies, to a temporary restraining order and to
  injunctive preliminary and final relief to prevent any violations of this
  Article VI.  In any such injunctive proceedings, the prevailing party shall be
  entitled to recover its reasonable attorneys' fees, costs and other expenses.
  
          6.6  Survival of Provisions.  The provisions of this Article VI shall
  survive and continue in effect after Effective Date.
  
                                         VII
                                      INDEMNITY
  
          7.1 Indemnity by ECHO.  ECHO shall indemnify and hold harmless the
  Selling Shareholders and their heirs, representatives and assigns, from any
  claims, liabilities, losses, damages, reasonable attorney's fees, and related
  expenses which aggregate to over $50,000 and are caused by breach of any
  provision of this Agreement, including without limitation any representation
  or warranty set forth in Article IV.
  
          7.2 Indemnity by Selling Shareholders.  The Selling Shareholders shall
  separately and severally indemnify and hold harmless ECHO, and its successors
  and assigns, from any claims, liabilities, losses, damages, reasonable
  attorney's fees, and related expenses which aggregate to over $50,000, but do
  not exceed $2,000,000, and are caused by breach of any provision of this
  Agreement, including without limitation any representation or warranty set
  forth in Article III.
  
          7.3  Survival of Provisions.  The provisions of this Article VII shall
  survive and continue in effect after the Effective Date.
  
  
  
  
                                        VIII
                                CONDITIONS TO CLOSING
  
      8.1  ECHO Conditions.  The obligations of ECHO under this Agreement are
  subject to the fulfillment on or before the date of Closing of each of the
  following conditions, any of which may be waived by ECHO in writing:
  
             8.1.1  Delivery of Documents at Closing.  All documents required to
  be delivered to ECHO at Closing shall have been tendered for delivery to ECHO.
  
             8.1.2  Compliance with Law.  All consents, authorizations, permits
  or other approvals, if any, that are required by any governmental authority or
  regulatory agency (other than filing the Articles of Merger), or under any
  agreement or other document under which ECHO or RMRS is obligated, shall have
  been duly obtained and shall be effective.  Consummation of the transactions
  contemplated by this Agreement shall comply with all requirements of corporate
  law applicable to mergers; and shall not violate any law, regulation, or order
  of any governmental authority or any court, nor any obligation under which
  ECHO, EAC or RMRS is bound.
  
             8.1.3  ECHO Director Approval.  The board of directors of ECHO
  shall have approved the execution of this Agreement.
  
             8.1.4  RMRS Director Approval.  The board of directors of RMRS
  shall have approved this Agreement and the Merger, and shall have directed
  that the Merger be submitted to the shareholders of RMRS for approval, and
  copies of the resolution of such board of directors setting forth such
  approvals and direction, certified by the President and Secretary of RMRS,
  shall have been delivered to ECHO.
  
             8.1.5  RMRS Shareholder Approval.  The shareholders of RMRS shall
  have approved the Merger as required by law, and copies of the dissenters'
  rights notice required by Section 7-113-201 of the Colorado Business
  Corporation Act and of the resolution of such shareholders setting forth such
  approval, certified by the President and Secretary of RMRS, shall have been
  delivered to ECHO.
  
             8.1.6  Documents.  All documents delivered to ECHO pursuant to this
  Agreement shall be reasonably acceptable to ECHO.
  
             8.1.7  Adverse Changes.  No material adverse change shall have
  occurred in the financial condition, working capital, assets, liabilities,
  business, operations or prospects of RMRS since the date of its most recent
  balance sheet delivered to ECHO as provided in this Agreement.
  
             8.1.8  Representations and Warranties True.  The representations
  and warranties of RMRS and the Selling Shareholders set forth in Article III
  shall be true in all material respects as of the date of Closing.
  
             8.1.9  Employee Agreements.  Each of the employees of RMRS
  designated by ECHO shall have signed and delivered a Nondisclosure and
  Inventions Disclaimer Agreement substantially in the form of Exhibit J.
  
             8.1.10  Resignations of Directors and Officers.  Each director and
  each officer of RMRS shall have signed a resignation in the form of Exhibit K.
  
                 8.1.11    No Dissenters.  None of the shareholders of RMRS shall
  have given notice of their intention to demand payment pursuant to Section 7-
  113-202 of the Colorado Business Corporation Act.
  
          8.2  RMRS/Selling Shareholder Conditions. The obligations of RMRS and
  the Selling Shareholders under this Agreement are subject to the fulfillment
  on or before the date of Closing of each of the following conditions, any of
  which may be waived by RMRS and Selling Shareholders holding a majority of the
  RMRS Shares in writing:
  
             8.2.1  Delivery of Documents at Closing.  All documents required to
  be delivered to Selling Shareholders at Closing shall have been tendered for
  delivery to the Selling Shareholders.
  
             8.2.2  Compliance with Law.  All consents, authorizations, permits
  or other approvals, if any, that are required by any governmental authority or
  regulatory agency (other than filing the Articles of Merger), or under any
  agreement or other document under which ECHO or RMRS is obligated, shall have
  been duly obtained and shall be effective.  Consummation of the transactions
  contemplated by this Agreement shall comply with all requirements of corporate
  law applicable to mergers; and shall not violate any law, regulation, or order
  of any governmental authority or any court, nor any obligation under which
  ECHO, EAC or RMRS is bound.
  
             8.2.3  EAC Director Approval.  The board of directors of EAC shall
  have approved this Agreement and the Merger, and shall have directed that the
  Merger be submitted to the shareholder of EAC for approval, and copies of the
  resolution of such board of directors setting forth such approval, certified
  by the President and CEO of EAC, shall have been delivered to the Selling
  Shareholders.
  
             8.2.4  EAC Shareholder Approval.  The shareholders of EAC shall
  have approved the Merger as required by law, and copies of the resolution of
  such shareholder setting forth such approval, certified by the President and
  CEO of EAC, shall have been delivered to ECHO.
  
             8.2.5  Adverse Changes.  No material adverse change shall have
  occurred in the financial condition, working capital, assets, liabilities,
  business, operations or prospects of ECHO since the date of its most recent
  balance sheet filed with the Securities and Exchange Commission.
  
             8.2.6  Representations and Warranties True.  The representations
  and warranties of ECHO as set forth in Article IV shall be true in all
  material respects as of the date of Closing.
  
  
                                         IX
                                       CLOSING
  
          9.1  Date of Closing.  The closing of the transactions contemplated by
  this Agreement ("Closing") shall take place on January 04, 2000 at 12:00
  o'clock, at the offices of RMRS located at the address set forth at the end of
  this Agreement, or at such other date, time and place as ECHO, RMRS and
  Selling Shareholders holding a majority of the RMRS Shares may agree in
  writing.
  
          9.2  Documents to be Delivered At Closing. At the Closing, the parties
  shall deliver the following.
  
             (1)  Each of the Selling Shareholders shall deliver to ECHO:
  
                  (A) Certificates for RMRS Shares as provided in
                 this Agreement, duly endorsed to transfer all
                 right, title and interest in such Shares to ECHO
                 along with such other documents as ECHO shall
                 reasonably request to ensure the transfer to ECHO
                 of all such right, title and interest, totaling all
                 of the RMRS Shares.
  
                  (B) An executed copy of the Escrow Agreement.
  
                  (C) An executed copy of this Agreement, if not
                 previously delivered.
  
                     (2)  ECHO shall deliver
  
                  (A)  Certificates for the number of Base Shares
                 issued to each Selling Shareholder, to the Escrow
                 Agent in accordance with the Escrow Agreement.
  
                  (B)  An executed copy of the Employment Agreement,
                 to Donald D. Dick, Robert L. Anderson, Jr., and
                 Arnold Feinberg, respectively.
  
                  (C)  An executed copy of the Escrow Agreement, to
                 each Selling Shareholder.
  
                  (D) An executed copy of this Agreement, to each
                 Selling Shareholder, if not previously delivered.
  
                 (3)  RMRS shall deliver to ECHO
  
                  (A)  Employment, Nondisclosure and Inventions
                 Disclaimer Agreements as provided in Section 8.1.9.
  
                   (B)  Resignations signed by each director and officer
  of RMRS as provided in Section 8.1.10.
  
                   (C)   An executed copy of the Escrow Agreement.
  
          (D)   Executed copies of Employment Agreements with
         Donald E. Dick, Robert L. Anderson, Jr., and Arnold
         Feinberg.
  
          (E)  An executed copy of this Agreement, if not
         previously delivered.
  
          (F)  Articles of Merger, signed by the President
         and CEO of RMRS
  
          (4)  EAC shall deliver to RMRS and to the Selling Shareholders:
  
             (A)  Copies of resolutions adopted by the
            board of directors of EAC approving this
            Agreement and the Merger, certified  by the
            President and the CEO of EAC.
  
             (B) Copies of resolutions adopted by the
            shareholder of EAC approving this Agreement and
            the Merger, certified  by the President and the
            CEO of RMRS
  
             (C)  Articles of Merger, signed by the
            President and the CEO of EAC.
  
  
                              ARTICLE X
                      MISCELLANEOUS PROVISIONS
  
       10.1  Governing Law.  This Agreement was made in and shall
  be governed in all respects by the laws of the State of
  California, except that the laws of Colorado shall govern the
  Merger.
  
       10.2  Survival.  The representations, warranties, covenants
  and agreements made herein shall not be waived or affected by any
  investigation by any party and shall survive the closing of the
  transactions contemplated hereby.
  
       10.3  Successors and Assigns.  The provisions of this
  Agreement shall inure to the benefit of, and shall be binding
  upon, the successors, assigns, heirs, executors and
  administrators of the parties hereto.
  
       10.4  Entire Agreement.  This Agreement and the other
  documents delivered pursuant hereto constitute the full and
  entire understanding and agreement between the parties with
  regard to the subject matter hereof.
  
       10.5  Amendments.  Any amendment or modification to this
  Agreement must be in writing signed by all of the parties.
  
       10.6  Notices.  All notices required or permitted hereunder
  shall be in writing and shall be mailed by registered or
  certified mail, postage prepaid, or otherwise delivered by hand
  or by messenger, addressed to each party at the address set forth
  at the end of this Agreement, or at such other address as the
  party shall have furnished by notice hereunder.
  
       10.7  Expenses.  Each party shall bear its own expenses,
  including legal fees, incurred on its behalf with respect to this
  Agreement and the transactions contemplated hereby.
  
       10.8  Counterparts.  This Agreement may be executed in any
  number of counterparts, each of which shall be an original, and
  each of which shall be enforceable against the parties actually
  executing such counterpart, and all of which together shall
  constitute one instrument.
  
       10.9  Headings.  The headings in this Agreement are for
  convenience of reference only and are not to be considered in
  construing this Agreement.
  
       10.10  Waivers.  Any waiver of any breach or default under
  this Agreement, or any waiver of any provisions or conditions of
  this Agreement, must be in writing and shall be effective only to
  the extent specifically set forth in such writing.
  
       10.11  Severability.  In the event that any provision of
  this Agreement becomes or is declared by a court of competent
  jurisdiction to be illegal, unenforceable or void, this Agreement
  shall continue in full force and effect without said provision;
  provided that no such severability shall be effective if it
  materially changes the economic benefit of this Agreement to any
  party.
  
       10.12  Attorney's Fees.  If legal or other proceedings are
  instituted by any party against any other party to enforce any
  provision of this Agreement, the prevailing party shall be
  entitled to recover reasonable attorney's fees, court costs and
  ancillary expenses.
  
       10.13  Selling Shareholders' Spousal Indemnity and
  Representations.  Each of the Selling Shareholders will
  indemnify and hold harmless ECHO, its successors and assigns,
  against all liabilities, all defects in title to RMRS Shares
  transferred to ECHO pursuant to this Agreement, and all related
  costs and expenses, arising out of any claim by the spouse of the
  Selling Shareholder based on marital rights of the spouse in such
  RMRS Shares.  Donald E. Dick, Robert L. Anderson, Jr., Randal J.
  Bjerke, and Arnold Feinberg each represents that the person
  signing along with that Selling Shareholder below is the spouse
  of that Selling Shareholder.
  
       10.14  Further Action.  Each party agrees to execute and
  deliver such documents and to take such further action after
  Closing as may be necessary or appropriate to effect the Merger and
  the other provisions of this Agreement.
  
       10.15  Counterparts.  This Agreement may be executed in two
  or more counterparts, each of which shall be deemed an original,
  but all of which together shall constitute one and the same
  instrument.  For purposes of this Agreement, facsimile signature
  shall be deemed and accepted as an original signature.
  
  
                             ARTICLE XI
                    SIGNATURES AND SHARE AMOUNTS
  
       The parties hereto have evidenced their agreement to the
  provisions of this Agreement by their signatures subscribed below,
  it being understood that the Selling Shareholders hold the number
  of RMR Shares indicated, and the Selling Shareholders are entitled
  to receive the number of Base Shares indicated and up to the
  maximum number of Performance Shares indicated, in accordance with
  and subject to the terms of this Agreement.
  
       Each spouse signing below represents that she has read and
  understood this Agreement, she consents to its terms, and she
  releases and assigns any community property or other interest she
  may have in any of the RMRS Shares to ECHO pursuant to this
  Agreement.
  
  "ECHO"
  ELECTRONIC CLEARING HOUSE, INC.
  
  
  
  By:
       Joel M. Barry, President,
       Chairman and Chief
       Executive Officer
  
  28001 Dorothy Drive
  Agoura Hills, CA 91301
  <PAGE>
  "RMRS"
  ROCKY MOUNTAIN RETAIL SYSTEMS,
  INC.
  
  
  By:
        Donald E. Dick
        President and Chief
                                          Executive Officer
  
  4895 Riverbend Road, Suite D
  Boulder, CO 80301
  
  
  By:
         Robert L. Anderson, Jr."EAC"
  ECHO ACQUISITION CORPORATION
  
  
  
  By:
       Joel M. Barry, President
       Chairman and Chief
       Executive Officer
  
  28001 Dorothy Drive
  Agoura Hills, CA 91301-2697
  <PAGE>
          Chairman of the Board
                                          and Secretary
  
  4895 Riverbend Road, Suite D
  Boulder, CO 80301
  
  
  
  
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  <PAGE>
  MAXIMUM
  PERFORMANCE
  SHARES
  
  
  
  Donald E. Dick
  
  
  
  Martha D. Dick
  
  
  
  Street
  
  
  City          State     ZIP
  
  
  
  425
  
  
  403,609
  
  
  
  605,413
  
  
  
  
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  <PAGE>
  MAXIMUM
  PERFORMANCE
  SHARES
  
  
  Robert L. Anderson, Jr.
  
  
  
  Judith E. Meredith
  
  
  Street
  
  
  City         State     ZIP
  
  
  
  425
  
  
  403,609
  
  
  605,413
  
  
  Randal J. Bjerke
  
  
  Lois Marie Bjerke
  
  
  Street
  
  
  City          State    ZIP
  
  
  
  150
  
  
  142,450
  
  
  213,675
  
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  <PAGE>
  MAXIMUM
  PERFORMANCE
  SHARES
  
  
  Arnold Feinberg
  
  
  
  Diana Dunkley
  
  
  Street
  
  
  City         State     ZIP
  
  
  
  53
  
  
  50,332
  
  
  75,499
  
  
  
  
  
  
  
  TOTAL
  1,053
  1,000,000
  1,500,000
  <PAGE>
                                                       EXHIBIT 99.1
  
       FOR IMMEDIATE RELEASE
       January 6, 2000
  
  
                 ECHO ANNOUNCES THE ACQUISITION OF
                 ROCKY MOUNTAIN RETAIL SYSTEMS, INC.
  
    Agoura Hills, Calif. - Electronic Clearing House, Inc.
  (NASDAQ:ECHO) announced the signing of an agreement to acquire
  Rocky Mountain Retail Systems, Inc. (RMRS). RMRS, based in
  Boulder, Colorado, is the creator/owner and processor for
  National Check Information Systems (NCIS) through which RMRS
  provides check verification services to large retail chains,
  processors and collection agencies across the nation, among which
  are Dollar General, VISA, and Blockbuster Video. The quality of
  the NCIS negative check writer database puts it among the top 5
  in the nation.
  
    "RMRS is attractive to ECHO for many reasons: its profitable
  check verification operations, its significant business
  relationships, its host of new opportunities and products under
  development, its effective and seasoned sales team, its highly
  technical group of engineers, and its experienced management
  team," stated Joel M. Barry, CEO of ECHO. "We especially value
  their strong existing customer base that includes both collection
  agencies and retailers. When you combine the services provided by
  Magic Software Development, the check services company acquired
  by ECHO in April, 1999, with those provided by RMRS, RMRS is
  immediately competitive with the top check services providers in
  the nation. We believe the new RMRS will present a better value
  to sales organizations and merchants who are looking for check
  services to sell or purchase, respectively", stated Mr. Barry.
  
    RMRS will operate as a wholly owned subsidiary and Dr. Donald
  Dick, President of RMRS, will remain the President of the ECHO
  subsidiary.  Operations will remain in Boulder, Colorado. Dr.
  Dick has a doctorate in Electrical Engineering and has extensive
  experience in both hardware and software design and
  manufacturing. Mr. Robert Anderson will continue to serve as Vice
  President of RMRS and Chief Technical Officer. Mr. Anderson has a
  Bachelors degree in Physics with advanced degree work in Computer
  Science and has overseen the technical developments that have
  distinguished RMRS as a leader in the check industry for the past
  8 years. Mr. Arnold Feinberg will continue to oversee all sales
  activity for RMRS and will serve as Vice President of Sales. Mr.
  Feinberg is a nationally recognized expert in payment systems and
  has consulted with many of the nations top retailers in designing
  and implementing full electronic payment solutions.
  
    "RMRS has grown exponentially over the past three years but we
  realized we would need a solid technical and financial foundation
  in order to continue to grow as a national provider of check
  services.  After looking at all of our options, we agreed with
  ECHO's conclusion that we are stronger together. We see our
  business increasing due to ECHO's experience in system
  integration, credit card processing and, especially, Internet-
  based processing and reporting.  We also felt the management team
  at ECHO and Magic fit very well with our own.  We are pleased to
  become a part of the ECHO family." stated Dr. Dick.
  
    Under the terms of the acquisition agreement, ECHO issued
  1,000,000 shares of restricted common stock. An additional
  1,500,000 shares of restricted stock will be placed into escrow
  to be issued to the RMRS selling shareholders under a performance
  clause wherein, should the RMRS subsidiary's performance meet or
  exceed predetermined earnings goals for years 2000 through 2002,
  a proportionate number of performance-based shares will be
  issued.
  
    Electronic Clearing House, Inc. provides credit card
  processing, cash advance services, check guarantee, check
  verification, check conversion, inventory tracking and/or various
  Internet services to over 41,000 retail merchants, U-Haul dealers
  and casinos across the nation. ECHO also designs, develops and
  integrates software and point-of-sale hardware that is utilized
  as credit card processing terminals, automated money order
  dispensers, inventory tracking devices, and casino cash advance
  systems.
  
    To take advantage of the "safe harbor" provisions of the
  Private Securities Litigation Reform Act of 1995, you are hereby
  cautioned that this release contains forward-looking statements
  that are based upon current expectations and involve a number of
  risks and uncertainties. Actual operations and results may differ
  materially from those expressed in the forward-looking statements
  made by the Company.
  
  
  
                           Media Contact:
              Donna Camras-Rehman, Corporate Secretary
           (818) 706-8999, ext. 3033 or corp@echo-inc.com
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 76772}]
metadata_filer: {"company-data": {"conformed-name": "ELECTRONIC CLEARING HOUSE INC", "cik": "0000721773", "assigned-sic": "6099", "irs-number": "930946274", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15245", "film-number": "509937"}, "business-address": {"street1": "28001 DOROTHY DR", "city": "AGOURA HILLS", "state": "CA", "zip": "91301-2697", "phone": "8187068999"}, "mail-address": {"street1": "28001 DOROTHY DRIVE", "city": "AGOURA HILLS", "state": "CA", "zip": "91301"}, "former-company": {"former-conformed-name": "BIO RECOVERY TECHNOLOGY INC", "date-changed": "19860122"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                     ------------------------------------------
                                      FORM 8-K
  
                     ------------------------------------------
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) January 4, 2000
  
                              ELECTRONIC CLEARING HOUSE, INC.
                 (Exact name of registrant as specified in its charter)
  
     NEVADA                            0-15245                 93-0946274
  (State or other jurisdiction       (Commission            (IRS Employer
      of incorporation)               File Number)          Identification No.)
  
           28001 Dorothy Drive,    Agoura Hills, California            91301
              (Address of principal executive offices)                (Zip Code)
  
          Registrant's telephone number, including area code (818) 706-8999
  
            (Former name or former address, if changes since last report)
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On January 4, 2000, Electronic Clearing House, Inc., a Nevada corporation
  ("ECHO"), acquired Rocky Mountain Retail Systems ("RMRS"), a Colorado
  corporation, through a merger (the "Merger") of ECHO's wholly-owned
  subsidiary, ECHO Acquisition Corporation, a Colorado corporation ("EAC"), with
  and into RMRS.  The Merger was consumated on the terms set forth in an
  Agreement and Plan of Reorganization dated January 4, 2000, by and among ECHO,
  EAC and RMRS (the "Merger Agreement"), attached hereto as Exhibit 2.1. As a
  result of the Merger, RMRS is now a wholly-owned subsidiary of ECHO.
  
       RMRS is the creator/owner and procesor for National Check Information
  Systems through which RMRS provides check verification services to large
  retail chains, processors and collection agencies across the nation.
  
       Pursuant to the Merger Agreement, ECHO issued a total of 1,000,000 shares
  of restricted common stock ("Base Shares") to the selling shareholders of
  RMRS. In addition, up to 1,500,000 shares of restricted common stock
  ("Performance Shares") will be issued to the RMRS selling shareholders under a
  performance clause wherein should the RMRS subsidiary's performance meet or
  exceed predetermined earnings goals for the years 2000 through 2002, a
  proportionate number of performance-based shares will be issued. The  Merger
  is being accounted for as a purchase, not a pooling of interests.
  
       All liabilities and expenses paid by ECHO in connection with the Merger
  were funded from ECHO's working capital.  ECHO expects this merger to be
  accretive to earnings.
  
       The description of the Merger contained herein is qualified in its
  entirety by reference to the Merger Agreement and the Press Release issued by
  ECHO dated January 6, 2000, copies of which are filed herewith and
  incorporated herein by reference as Exhibits 2.1 and 99.1 respectively.
  
  ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.  Financial statements
            of the business acquired, prepared pursuant to Rule 3-05 of
            Regulation S-X, are unavailable as of the date of this filing.  Such
            information will be filed on or before March 17, 2000.
  
       (b)  PRO FORMA FINANCIAL INFORMATION.  Pro Forma financial information
            required pursuant to Article 11 of Regulation S-X is unavailable as
            of the date of this filing.  Such information will be filed on or
            before March 17, 2000.
  
       (c)  EXHIBITS:
  
            Exhibit
            Number         Description of Document
  
              2.1          Merger Agreement and Plan of Reorganization, dated
                           January 4, 2000, by and among ECHO, EAC and RMRS
  
             99.1          Press Release, dated January 6, 2000
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                ELECTRONIC CLEARING HOUSE, INC.
                                       (Registrant)
  
                                By   \s\Alice L. Cheung
                                        Alice L. Cheung, Treasurer &
                                       Chief Financial Officer
  
  Dated:  January 19, 2000
  EXHIBIT 2.1
  
                     MERGER AGREEMENT AND PLAN OF REORGANIZATION
  
  This Merger Agreement and Plan of Reorganization ("Agreement") is made as of
  the 4th day of January, 2000 by and among Electronic Clearing House, Inc., a
  Nevada corporation ("ECHO"), ECHO Acquisition Corporation, a Colorado
  corporation ("EAC"), Rocky Mountain Retail Systems, Inc., a Colorado
  corporation ("RMRS"), and the individual shareholders of RMRS listed and
  signing at the end of this Agreement in Article XI ("Selling Shareholders").
  
  WHEREAS the Selling Shareholders own all of the right, title and interest in
  all of the outstanding shares of capital stock of RMRS ("RMRS Shares") as set
  forth in Article XI;
  
  WHEREAS EAC desires to merge into RMRS and RMRS desires to merge with EAC as
  set forth in this Agreement ("Merger");
  
  WHEREAS Selling Shareholders approve the Merger and desire to receive shares
  of ECHO in connection with the Merger;
  
  WHEREAS ECHO is willing to issue up to 2,500,000 shares of the common capital
  stock of ECHO in connection with the Merger ("ECHO Shares");
  
  WHEREAS RMRS would become a wholly-owned subsidiary of ECHO as a result of the
  Merger;
  
  NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, THE
  PARTIES AGREE AS FOLLOWS:
  
                                          I
                                TERMS OF TRANSACTION
  
  1.1  Merger and Effect of Merger.
  
     1.1.1.  Merger of EAC and RMRS.   EAC will be merged with and into RMRS
  effective on date that Articles of Merger in the form attached to this
  Agreement as Exhibit A1 are filed with the Colorado Secretary of State
  ("Effective Date").
  
     1.1.2.  RMRS Surviving Corporation.  RMRS will be the surviving corporation
  in the Merger.  After the Effective Date, RMRS;s corporate name, existence and
  all its purposes, powers and objectives will continue unaffected and
  unimpaired by the Merger, RMRS will continue to be governed by the laws of the
  State of Colorado, and RMRS will succeed to EAC's rights, assets, liabilities
  and obligations in accordance with the Colorado Business Corporation Act.
  
     1.1.3.  Articles of Incorporation.  No changes in the Articles of
  Incorporation of RMRS will be effected by the Merger.  The Articles of
  Incorporation of RMRS on the Effective Date will continue to be the Articles
  of Incorporation of RMRS after the Effective Date.  From and after the
  Effective Date, said Articles of Incorporation, as they may be amended from
  time to time, will be, and may be separately certified as, the Articles of
  Incorporation of RMRS.
  
          1.1.4.  Bylaws.  The Bylaws of RMRS in effect on the Effective Date
  shall be the Bylaws of RMRS after the Effective Date until those Bylaws are
  duly altered, amended or repealed.
  
          1.1.5  Directors.  The Directors of RMRS on the Effective Date will be
  the Directors of RMRS after the Effective Date, with the addition of Joel M.
  Barry as Chairman of the Board, until their successors are duly elected and
  qualify.  The officers of RMRS on the effective date shall be the officers of
  RMRS after the effective date, with the addition of Joel M. Barry as Chief
  Executive Officer, subject to the terms of this Agreement.
  
           1.1.6  Conversion of EAC Shares.  Effective on the Merger, each share
  of EAC at the time issued and outstanding will be converted into one share of
  the common capital stock of RMRS.
  
           1.1.7  Conversion of RMRS Shares.  Effective on the Merger, all of
  the shares of RMRS at the time issued and outstanding (other than dissenting
  shares to the extent provided in the Colorado Business Corporation Act) will
  by virtue of the Merger and without action on the part of any shareholder of
  RMRS be converted into the right to receive ECHO Shares as provided in this
  Agreement.
  
           1.1.6  Tax-Free Reorganization.  The Merger is intended by ECHO, EAC,
  RMRS and the Selling Shareholders to be a tax-free reorganization as defined
  in Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended
  ("Code") (it being understood that no representation or warranty as to such
  effect is or has been made); and this Agreement is intended to be a Plan of
  Reorganization under that Section.
  
          1.2  Base Shares.
  
          1.2.1.   Issuance of Base Shares to Selling Shareholders at the
  Effective Date.  Upon effectiveness of the Merger, ECHO will issue to each of
  the Selling Shareholders the number of ECHO Shares set forth opposite that
  Selling Shareholder's name in Article XI as "Base Shares," aggregating a total
  of 1,000,000 Base Shares, subject to the terms of this Agreement.
  
          1.2.2  Escrow of Base Shares.
  
          Certificates representing the Base Shares shall be delivered to the
  Secretary of ECHO, to be held in escrow in accordance with an escrow agreement
  containing the terms set forth in the form of escrow agreement attached to
  this Agreement as Exhibit A2 ("Escrow Agreement").  Subject to the terms of
  the Escrow Agreement, certificates for 1,000,000 Base Shares shall be released
  from the escrow and delivered to the Selling Shareholders on January 04, 2000.
  Base Shares reflected in certificates held in escrow cannot be transferred or
  otherwise alienated until released from escrow except as provided in this
  Agreement.
  
          1.3  Performance Shares.
  
          1.3.1.   Issuance of Performance Shares to Selling Shareholders On
  Achievement of Performance Goals.  As of the last day of Performance Period #
  1 (January 1, 2000 through December 31, 2000), Performance Period #2 (January
  01, 2001 through December 31, 2001), and Performance Period #3 (January 01,
  2002 through December 31, 2002) ECHO will issue to each of the Selling
  Shareholders the number of ECHO Shares to which that Selling Shareholder shall
  be entitled pursuant to this Section 1.3.1, up to the total number of Shares
  set forth opposite that Selling Shareholder's name in Article XI as
  "Performance Shares," aggregating up to a maximum of 1,500,000 Performance
  Shares, subject to the terms of this Agreement.
  
          The number of Performance Shares that shall be issued under this
  Section 1.3.1 is based on Net Earnings accrued during Performance Period #1,
  Performance Period #2, and Performance Period #3.
  
          Net Earnings shall be net earnings before taxes as reflected on the
  income statement of RMRS for the applicable Performance Period, calculated in
  accordance with generally accepted accounting principles and consistent with
  the historical and past practices of RMRS.  Net earnings shall reflect
  deductions for administrative charges of ECHO in accordance with ECHO's set
  policy for allocating administrative charges to RMRS.  ECHO's policy for
  allocating such administrative charges is set forth in Exhibit B.  ECHO and
  EAC shall waive all set-off rights with respect to Performance Shares issued
  through escrow in accordance with the Escrow Agreement.
  
          Any dispute arising out of or relating to Net Earnings calculations
  shall be resolved by binding arbitration through a third-party certified
  public accounting firm to be agreed upon by both ECHO and the Selling
  Shareholders.  Should any resulting arbitration judgment be rendered in favor
  of ECHO, all related expenses, court costs and attorney's fees will be
  allocated to RMRS.
  
          In the event of a merger of ECHO with another company (other than the
  Merger contemplated by this Agreement), whether ECHO is the surviving company
  or absorbed company, or the acquisition of 50 percent of the outstanding
  shares of ECHO by another company or other person or group of persons in the
  same transaction or series of related transactions prior to the end of any
  Performance Period, Net Earnings shall be the Net Earnings calculated as
  previously described, but Performance Shares will now be granted for Net
  Earnings of $100,000 or more, instead of the $200,000 or more currently
  contemplated under this Agreement.  In addition, 6.52 Performance Shares,
  instead of the 3.26 Performance Shares currently contemplated under this
  Agreement, will be issued for each $1.00 by which Net Earnings exceed said
  $100,000 in any one Performance Period up to the maximum of a total of
  1,500,000 Performance Shares available for issuance in the aggregate during
  Performance Periods #1, #2, and #3.
  
          Performance Period #1 shall commence on January 01, 2000 and shall
  terminate on December 31, 2000.
  
          For Performance Period #1, Performance Shares shall be issued in
  accordance with the following:
  
  Net Earnings
  Number of
  Performance Shares
  Less than $200,000
  None$200,000 or more
  3.26 Performance Shares
  for each $1.00 by which
  Net Earnings exceed
  $200,000 in any one
  Performance Period, up to
  the maximum of a total of
  1,500,000 Performance
  Shares available for
  issuance in the aggregate
  during Performance
  Periods #1, #2, and #3.
          Performance Period #2 shall commence on January 01, 2001 and shall
  terminate on December 31, 2001.  For Performance Period #2, Performance Shares
  shall be those Remaining Shares (as defined hereinafter) available after the
  Performance Shares for Performance Period #1 have been issued.  Performance
  Period #3 shall commence on January 01, 2002 and shall terminate on December
  31, 2002.  For Performance Period #3, Performance Shares shall be those
  Remaining Shares available after the Performance Shares for Performance
  Periods #1 and #2 have been issued. Thus, if 500,000 shares are issued in
  respect to Performance Period #1 (resulting in 1,000,000 Remaining Shares) and
  Net Earnings for Performance Period #2 were, e.g., $450,000, then 815,000
  Performance Shares would be issued in respect to Performance Period #2; that
  is $450,000 - $200,000 = $250,000, $250,000 x 3.26 = 815,000; leaving 185,000
  Remaining Shares available for issuance at the end of Performance Period #3.
  "Remaining Shares" means 1,500,000 Performance Shares less the aggregate
  number, if any, of Performance Shares issued with respect to Performance
  Period #1 and Performance Period #2.
  
          Each Selling Shareholder shall be entitled to receive that percentage
  of the aggregate number of Performance Shares issued during any Performance
  Period as is pro rata to the number of RMRS Shares held by that Shareholder
  immediately prior to Closing.
  
          Fractional shares shall not be issued. Any fraction of a share shall be
  rounded up to 1 share.
  
          The number of Performance Shares to be issued hereunder shall be
  appropriately adjusted to reflect any stock split, stock dividend, stock
  combination or similar transaction effected without additional full fair
  market value payment for shares.  The foregoing shall not apply to any
  conversion of convertible securities or any issue of securities on exercise of
  warrants or options to purchase such securities.
  
          1.3.2  Escrow of Performance Shares.  Certificates for Performance
  Shares shall be delivered to the Secretary of ECHO immediately on issue, to be
  held in escrow in accordance with the Escrow Agreement.  Subject to the terms
  of the Escrow Agreement, certificates for the aggregate number of Performance
  Shares that shall have been issued with respect to Performance Periods #1 ,
  #2, and #3 shall be released from the escrow and delivered to the Selling
  Shareholders on the 28th day of February following the close of the prior
  respective Performance Period.  Thus, if 500,000 Performance Shares are to be
  issued with respect to Performance Period #1 ending December 31, 2000, those
  500,000 Performance Shares would be issued out of escrow on February 28, 2001.
  
          Performance Shares reflected in certificates held in escrow cannot be
  transferred or otherwise alienated until released from escrow, except as
  provided in this Agreement.
  
          1.4  Shareholder Rights.  Subject to the terms of the Escrow Agreement,
  Selling Shareholders shall have all of the rights of Shareholders with respect
  to Base Shares and Performance Shares upon issuance thereof, and with respect
  to Performance Shares only after they are earned, except the right to assign
  or transfer those Shares while such Shares are held in the escrow subject to
  the terms of this Agreement.
  
          1.5  Allocation of Base Shares.  For ECHO tax and accounting purposes,
  the parties intend that all Base Shares issued to Selling Shareholders shall
  be allocated in respect to RMRS tangible assets at book value of those
  tangible assets and in respect to RMRS intangible assets at fair market value
  of those intangible assets.
  
          1.6  Limited Right to Transfer.  Notwithstanding any other provision
  of this Agreement, Selling Shareholders shall have the right to transfer Base
  Shares and earned Performance Shares to any person, provided that: (1) the
  transfer does not violate any federal or state securities law or other law,
  (2) the Selling Shareholders assume all tax liabilities arising out of the
  transfer; and (3) the Selling Shareholders indemnify ECHO against any claim
  and/or liability arising out of such transfer.
  
          1.7  Conditions Subsequent - Earnout of Performance Shares.
  Notwithstanding any other provision of this Agreement, prior to December 31,
  2002, the Selling Shareholders shall have the right to be immediately issued
  all Performance and/or Remaining Shares should one or more of the following
  events occur: a) ECHO losses the U-Haul relationship for any reason other than
  by expiration of contract; b) ECHO fails to honor its corporate allocation and
  offset commitments as contained in this Agreement; c) ECHO's common stock
  fails to be listed on NASDAQ for any reason; or d) ECHO effects a reverse
  stock split of its common stock to avoid a de-listing action by NASDAQ.
  
          In the event any of the above listed events transpire prior to December
  31, 2002, the Selling Shareholders, acting together in full agreement and in
  one accord, may decide to affect their decision to be issued all Performance
  Shares and/or Remaining Shares by giving prompt written notice of such
  decision to ECHO as provided for under the provisions of Section 10.6 of this
  Agreement.  No single Selling Shareholder or a group of a majority of the
  Selling Shareholders shall be permitted to affect an issuance of Performance
  Shares and/or Remaining Shares under this Agreement.
  
          ECHO shall issue to each Selling Shareholder, within thirty (30) days
  from the date of receipt of the above notice, Performance Shares and/or
  Remainin Shares in proportion to the identical amount of RMRS common stock
  originally tendered by each Selling Shareholder under the Articles of Merger
  attached as Exhibit A1 to this Agreement.
  
                                         II
                                   RMRS EMPLOYEES
  
          2.1  Donald E. Dick.  Effective as of the Effective Date ECHO agrees to
  cause RMRS to employ Donald E. Dick in the position of President, upon the
  terms and conditions set forth in Exhibit C1 to this Agreement.
  
          2.2  Robert L. Anderson, Jr.  Effective as of the Effective Date, ECHO
  agrees to cause RMRS to employ Robert L. Anderson, Jr. in the position of Vice
  President-Operations, upon the terms and conditions set forth in Exhibit C2 to
  this Agreement.
  
          2.3  Arnold Feinberg.  Effective as of the Effective Date, ECHO agrees
  to cause RMRS to employ Arnold Feinberg in the position of Vice President-
  Sales, upon the terms and conditions set forth in Exhibit C3 to this
  Agreement.
  
          2.4  Other Employees.  Employees of RMRS other than those referred to
  in Sections 2.1 through 2.3 shall be retained as employees of RMRS at their
  current compensation for at least a two year period.  After the effective date
  of this Agreement, adding an RMRS employee or terminating an RMRS employee
  shall require the approval of ECHO's Chief Executive Officer.
  
                                         III
                          REPRESENTATIONS AND WARRANTIES OF
                            RMRS AND SELLING SHAREHOLDERS
  
          RMRS and the Selling Shareholders jointly and severally represent and
  warrant to ECHO as of the date of this Agreement and as of the Effective Date
  as follows, except as set forth in Exhibit D:
  
          3.1  Organization and Standing: Authority.  RMRS is a corporation duly
  organized, validly existing, and in good standing under the laws of Colorado.
  RMRS has the requisite corporate power and authority to own, lease and operate
  its properties and assets, and to carry on its business as presently conducted
  and to enter into this Agreement.  All corporate action on the part of RMRS,
  its shareholders, directors and officers necessary for the authorization,
  execution, delivery and performance of this Agreement by RMRS has been taken
  or will be taken prior to the Closing.  This Agreement, when executed and
  delivered, is a valid and binding obligation of RMRS and each of the Selling
  Shareholders, subject to the laws of bankruptcy, insolvency, creditors rights,
  and equitable remedies, and will not violate the Articles of Incorporation or
  bylaws of RMRS or any agreement, law, regulation, government order or other
  obligation under which RMRS or any of the Selling Shareholders is bound.  RMRS
  is duly qualified as a foreign corporation to do business and is in good
  standing in each jurisdiction where the character of its properties owned or
  held under lease or the nature of its activities makes such qualification
  necessary, except where failure to be so qualified will not have an effect on
  the business, properties, assets, condition (financial or otherwise),
  liabilities, operations or prospects of RMRS taken as a whole in an amount in
  excess of $50,000 ("Material Adverse Effect").
  
          3.2  Corporate Documents.  RMRS has delivered to ECHO true copies of
  its Articles of Incorporation and its bylaws as currently in effect, all stock
  records, and all minutes of meetings and all consents and other actions of its
  shareholders, board of directors, executive committee, and other governing
  boards.  There shall have been no changes to these documents at the time of
  the Effective Date.  RMRS is in full compliance with all provisions of such
  documents.
  
          3.3  Bank Statements.  RMRS has delivered statements of all banks and
  other institutions at which it maintains funds for each of the three preceding
  months.  RMRS does not maintain funds at any institution other than those for
  which statements have been delivered hereunder.
  
          3.4  Subsidiaries.  RMRS has no subsidiaries or affiliated companies
  and does not otherwise own or control, directly or indirectly, any other
  corporation, association or business entity.
  
          3.5  Capitalization.  The authorized capital stock of the RMRS consists
  of 10,000 shares of Common Stock, of which 1,053 shares are issued and
  outstanding.   All issued and outstanding shares have been duly authorized and
  validly issued, and are fully-paid and nonassessable.  There are no
  outstanding options, warrants, conversion privileges or other rights presently
  outstanding to purchase or otherwise acquire any authorized but unissued
  shares of capital stock or other securities of RMRS, nor any agreements to
  issue any such rights.  All outstanding capital stock was issued in full
  compliance with all applicable laws.  There are no bonds, debentures, notes or
  other evidences of indebtedness having the right to vote on any matter.
  
          3.6  Financial Statements.  RMRS has delivered to ECHO a balance sheet
  and income statement for each of the fiscal years ended December 31, 1998 and
  1999.  The balance sheet and income statement for the fiscal year ended
  December 31, 1999 shall be audited by ECHO.  The balance sheets fairly present
  the financial condition of RMRS as of the dates presented and the income
  statements fairly present the results of operations of RMRS for the periods
  represented.  To the best of RMRS's and each Selling Shareholder's knowledge,
  there have been no material changes in any asset or liability reflected in the
  most recent such balance sheet after the date of that balance sheet, other
  than the reduction for accrued payroll.  RMRS has not sold, exchanged or
  otherwise disposed of any of its assets or rights, other than in the ordinary
  course of business.
  
          3.7  Liabilities.  To the best of RMRS's and each Selling Shareholder's
  knowledge, other than as disclosed in the most recent balance sheet, RMRS has
  no direct or contingent liabilities.   There are no known or expected actions,
  suits, proceedings or investigations pending against RMRS or its properties
  before any court, governmental agency, or other tribunal, domestic or foreign.
  No known claims against RMRS or any of its shareholders, directors, officers,
  employees, agents or consultants have been asserted claiming any rights to any
  tangible or intangible property owned, claimed or used by RMRS, or claiming
  that the business of RMRS violates any patent, trade secret, or other right of
  any person including any former or other present employer of any such
  shareholder, director, officer, employee, agent or consultant.  RMRS has no
  obligation as a guarantor, surety, co-signer, endorser or co-maker with
  respect to the liability of any other person.  RMRS has not declared or paid
  any dividends, or authorized or made any distribution upon or with respect to
  any class or series of its capital stock.  RMRS has given no power of attorney
  to any person.
  
          3.8  Intangible Assets.  A list of all intangible assets, including
  without limitation all concepts, designs, ideas, methods, computer programs,
  systems, patents, trade secrets, trademarks, trade names and copyrights, is
  set forth in Exhibit E.  Developing, marketing, assigning or transferring, or
  other use of any such intangible asset after the Effective Date will not
  infringe the rights of any other person.  RMRS possesses sufficient legal
  rights to all intangible assets necessary for the conduct of RMRS's business
  as now conducted.  Without limiting the foregoing, RMRS has not entered into
  any cross-licensing arrangement with any person or entity, and there are no
  agreements relating to and materially affecting any intangible asset or the
  use or ownership thereof, including without limitation license agreements,
  confidentiality or non-disclosure agreements, assignments or agreements to
  assign, development agreements, settlement agreements or similar agreements.
  None of the Selling Shareholders, and to the best of RMRS's and each Selling
  Shareholder's knowledge no other person who is an employee of RMRS, is
  obligated under any agreement or subject to any judgment, decree or order of
  any court or administrative agency that would interfere with such person's
  duties with RMRS or that would conflict with RMRS's business as presently
  proposed to be conducted.  RMRS will not need to utilize any inventions, trade
  secrets or proprietary information of any of its employees or shareholders
  made prior to their employment by RMRS, except for inventions, trade secrets
  or proprietary information that have been assigned to RMRS (copies of all such
  assignments having been delivered to ECHO).   Neither RMRS nor any Selling
  Shareholder has received information that any other person is engaged in any
  activity or contemplating any activity that might constitute an infringement
  or other violation of RMRS's rights with regard to any of its intangible
  assets.
  
          3.9 Agreements and Licenses.  All oral and written agreements,
  including without limitation all licenses, to which RMRS is a party or under
  which it is bound are listed in Exhibit F.  All such agreements and licenses
  have been delivered to ECHO.  All such agreements and licenses are valid,
  binding and enforceable in accordance with their terms.  RMRS is not in
  default or breach of any such agreement or license.  Execution and performance
  of this Agreement will not violate or breach any such agreement or license.
  Without limiting the generality of the foregoing, no warranty or
  representation has been made to any customer of RMRS other than as set forth
  in written agreements with such customer, all of which are listed in Exhibit
  F.
  
          3.10  Title to Properties.  RMRS has good and marketable title to all
  its properties and assets, including leasehold interests, trade secrets,
  trademarks, copyrights, patents, software, systems and other intangible
  assets.  RMRS's title to its properties and assets is free and clear of any
  lien, claim, encumbrance or restriction of any nature.  In particular, without
  limiting the generality of the foregoing, no person has any claim, lien or
  other rights in or against any intellectual property or other intangible asset
  of RMRS including without limitation any of RMRS's software programs except
  pursuant to written license agreements all of which are listed in Exhibit F.
  To the best of RMRS's and each Selling Shareholder's knowledge, there are no
  pending or threatened proceedings of any nature alleging any violation of any
  right of any other person with respect to any of RMRS's properties or assets.
  
          3.11  Accounts Receivable and other Receivables. To the best of RMRS's
  and each Selling Shareholder's knowledge, all accounts receivable are current
  and collectible in the ordinary course of business.  RMRS has not made any
  loans or advances to any person, other than in the ordinary course of
  business.
  
          3.12  Insurance.  All policies of insurance owned or held by RMRS are
  listed in Exhibit G.  All such policies are in full force and effect, and will
  not be affected by the transactions contemplated by this Agreement.
  
          3.13  Leases.  All leases under which RMRS is bound are listed in
  Exhibit H.  All such leases are in full force and effect, and will not be
  affected by the transactions contemplated by this Agreement.  RMRS is not in
  default or breach of any lease.
  
          3.14  Employees.  RMRS has no (a) retirement, pension, profit sharing,
  deferred compensation, bonus, or other compensation plan, other than regular
  salaries and wages, (b) stock option, stock purchase or other employee stock
  or equity plan, (c)  medical or disability plan, (d) other employee benefit
  plan, (e) employment agreement of any kind.  To the best of RMRS's and the
  Selling Shareholder's knowledge, no director, officer or employee is obligated
  under any contract, license, covenant, commitment or other agreement, or
  subject to any judgment, decree, or other order that would conflict with his
  or her obligation to use his or her best efforts to promote the interests of
  RMRS.  Except as provided in this Agreement, no employee of RMRS has been
  granted the right to continued employment by RMRS or to any material
  compensation following termination of employment by RMRS or consummation of
  the transactions contemplated by this Agreement.  Neither RMRS nor any Selling
  Shareholder is aware that any officer or employee intends to terminate his or
  her employment with RMRS.
  
          3.15  Taxes.  All tax liabilities of any nature incurred by RMRS have
  been paid.  To the best of RMRS's and each Selling Shareholder's knowledge, no
  facts exist that would be grounds for the assessment of any additional tax
  liability.  All required tax returns of RMRS have been accurately prepared and
  duly and timely filed.  RMRS has not been advised that any of its returns,
  federal, state or other, have been or are being audited.
  
          3.16  Compliance with Law.  To the best of RMRS's and each Selling
  Shareholder's knowledge, RMRS is in full compliance with all laws and
  regulations applicable to its business, and all judgments, decrees, orders,
  and writs to which RMRS is subject (copies of all of which have been delivered
  to ECHO). To the best of RMRS's and each Selling Shareholder's knowledge, RMRS
  possesses from the appropriate governmental authorities, all licenses,
  permits, certificates, approvals, franchises and other authorizations as are
  necessary for RMRS to engage in the business currently conducted.
  
          3.17  Governmental Consent. To the best of RMRS's and each Selling
  Shareholder's knowledge, after consultation with legal counsel, no consent,
  approval or authorization of or designation, declaration or filing with any
  governmental authority on the part of RMRS or the Selling Shareholders is
  required in connection with the valid execution and delivery of this
  Agreement or the consummation of any other transaction contemplated hereby
  except filing Articles of Merger as provided in Section 1.1.
  
          3.18  Investment Intent.  Each of the Selling Shareholders will acquire
  the ECHO Shares to be issued to that Shareholder pursuant to this Agreement
  for investment for his own account, not as a nominee or agent, and not with a
  view to or for sale in connection with any distribution of the ECHO Shares, or
  any part thereof; he has no present intention of selling, granting
  participation in, or otherwise distributing the ECHO Shares.
  
          3.19  No Registration of ECHO Shares.  Each of the Selling
  Shareholders understands that the ECHO Shares have not been registered under
  the Securities Act of 1933 ("Securities Act") nor registered or qualified
  under the Colorado Securities Act, nor other applicable securities law, on the
  basis that the sale provided for in this Agreement and the issuance of
  securities hereunder is exempt from registration under the Securities Act and
  from registration or qualification under applicable securities laws, and that
  ECHO's reliance on such exemptions is predicated on the representations set
  forth herein.  In this connection, each of the Selling Shareholders
  understands that the offering of ECHO Shares contemplated by this Agreement
  and related documents and disclosures have not been reviewed or recommended by
  the U.S. Securities and Exchange Commission ("SEC") nor by the securities
  administrator of Colorado or any other state or jurisdiction.  Therefore, ECHO
  Shares cannot be resold unless registered under the Securities Act, and
  registered or qualified under any applicable state securities law including
  without limitation the Securities Act of Colorado, or unless an exemption from
  registration, i.e., Rule 144 exemption, is available.
  
          3.20  Knowledge of Business/Ability to Bear Economic Risk.  Each of
  the Selling Shareholders is familiar with the business of ECHO, and has
  received each of the following: (1) ECHO's 1999 Annual Report to Shareholders;
  (2) Form 10-K for the Fiscal Year ended September 30, 1999; (3) Notice of
  Annual Meeting of Shareholders, February 04, 2000, and (4) Proxy Statement
  dated February 04, 1999 ("ECHO Documents").  Each of the Selling Shareholders
  understands that he can request, and that ECHO will promptly provide to the
  Selling Shareholder on such request, any exhibit required to be filed with the
  Securities and Exchange Commission in connection the foregoing documents
  including the Exhibits referred to in Part IV of the aforementioned Form 10-K.
   Each of the Selling Shareholders is experienced in the type of business
  engaged in by ECHO, is able to fend for himself in the transactions
  contemplated by this Agreement, has such knowledge and experience in financial
  and business matters as to be capable of evaluating the merits and risks of
  investment in the ECHO Shares, and has the ability to bear the economic risks
  of the investment.
  
          3.21  Due Diligence.  Each of the Selling Shareholders represents that
  he has had the opportunity to ask questions of, and to receive answers from,
  ECHO concerning the terms and conditions of his investment in the ECHO Shares
  and to obtain additional information (to the extent ECHO possessed such
  information or could acquire it without unreasonable effort or expense)
  necessary to verify the accuracy of any information furnished to him or to
  which he had access.
  
          3.22  Free of Liens and Encumbrances.  The RMRS Shares are validly
  issued, fully-paid and nonassessable, and are free of any liens, claims,
  encumbrances, or other restrictions of any kind. Neither the execution of this
  Agreement nor the transactions contemplated herein shall violate the Articles
  of Incorporation or bylaws of RMRS, any agreement, or any law, rule or order
  of any governmental authority or any court.
  
          3.23  Operation of Software and Systems.  All data processing systems,
  including all software programs, of RMRS operate normally in accordance with
  the specifications and functions for those systems and software programs
  previously disclosed to ECHO.  RMRS is making all such systems ready for the
  year 2000 and does not expect such systems to be adversely affected by the
  advent of that year.  Except as stated in the first sentence of this Section
  3.24, neither RMRS nor any of the Selling Shareholders is aware of any
  material defect in design, materials, manufacture, performance or otherwise in
  any products or services developed, manufactured, distributed, licensed, sold
  or provided by RMRS since RMRS's incorporation or any defect in repair to,
  service of, or replacement of, any such products which would give rise to a
  Material Adverse Effect.
  
          3.24  Suppliers and Customers.  No substantial supplier or customer
  (who accounted for more than 2% of aggregate 1998 purchases or more than 2% of
  aggregate 1999 revenues, as the case may be) or any prospective customer, has
  indicated to RMRS or to any Selling Shareholder that it intends to terminate
  its relationship with RMRS, nor does RMRS or any Selling Shareholder have
  knowledge that any such supplier or customer intends to terminate such
  relationship.  There is no information that would indicate that RMRS does not
  have good business relations with each supplier and customer, or that
  consummation of the transactions contemplated by this Agreement would or might
  disrupt RMRS's existing relationships with any such supplier or customer.
  
          3.25  Records.  RMRS has made available all of its records to ECHO in
  all media, including without limitation all financial records, product
  records, software code, written operating procedures, customer records,
  personnel records, and insurance records.
  
          3.26  No Material Adverse Effect.  To the best of RMRS's and each
  Selling Shareholder's knowledge, there does not exist any fact or circumstance
  which, alone or together with another fact of circumstance, could reasonably
  be expected to have a Material Adverse Effect on the business, properties,
  assets, condition (financial or otherwise), liabilities, operations,
  properties or future prospects of RMRS.
  
          3.27  Brokers and Finders.  No broker, finder or investment banker is
  entitled to any brokerage, finder's or other fee or commission in connection
  with the transactions contemplated by this Agreement based on arrangements
  made by RMRS or any of the Selling Shareholders.
  
          3.28  Truth of Representations and Warranties.  All of the
  representations and warranties set forth in this Article III shall be true as
  of the time of the Effective Date. No representation or warranty or other
  statement made to ECHO by RMRS or any Selling Shareholder contains any untrue
  statement of a material fact necessary to make the statement, in light of the
  circumstances under which the statement was made, not misleading.
  
          3.29  Survival of Provisions.  The provisions of this Article III
  shall survive Closing and the Merger for a period of one (1) year.
  
          3.30  Knowledge Representation.  When the words "to the best of RMRS's
  and each Selling Shareholder's knowledge" or "RMRS's and each Selling
  Shareholder's knowledge" appear in the provisions of this Article III, it is
  understood that no affirmative investigation has been made to confirm such
  "RMRS's and each Selling Shareholder's knowledge."  RMRS's knowledge is deemed
  to be the knowledge of Donald E. Dick, Robert L. Anderson, Jr., and Arnold
  Feinberg.
  
                                         IV
                   REPRESENTATIONS AND WARRANTIES OF ECHO AND EAC
  
          ECHO and EAC each represents and warrants to RMRS and the Selling
  Shareholders as of the date of this Agreement and as of the date of the
  Effective Date as follows, except as set forth in Exhibit I:
  
          4.1  Organization and Standing: Authority.  ECHO is a corporation duly
  organized, validly existing, and in good standing under the laws of Nevada.
  EAC is a corporation duly organized, validly existing, and in good standing
  under the laws of Colorado.  Each has the requisite corporate power and
  authority to own, lease and operate its properties and assets, and to carry on
  its business as presently conducted and to enter into this Agreement.  All
  corporate action on the part of ECHO and EAC, its shareholders, directors and
  officers necessary for the authorization, execution, delivery and performance
  of this Agreement by ECHO and EAC has been taken or will be taken prior to the
  Effective Date.  This Agreement, when executed and delivered, is a valid and
  binding obligation of ECHO and EAC and will not violate the Articles of
  Incorporation or bylaws of ECHO or EAC or any agreement, law, regulation,
  government order or other obligation under which ECHO or EAC is bound.
  
          4.2  Capitalization.  The authorized capital stock of ECHO consists
  36,000,000 shares of Common Stock, of which 19,788,213 shares were issued and
  outstanding on September 30, 1999; and 5,000,000 shares of Convertible
  Preferred Stock, of which 40,000 shares of Series L Preferred Stock were
  issued and outstanding on that date.  All issued and outstanding shares have
  been duly authorized and validly issued, are fully-paid and nonassessable, and
  were issued in full compliance with all applicable laws. Options to acquire up
  to 3,318,000 shares of Common Stock at exercise prices ranging from $0.40 to
  $2.00 per share were outstanding on September 30, 1999, and warrants to
  acquire up to 600,000 shares of Common Stock at $0.40 per share were
  outstanding on that date.  Holders of shares of Common Stock have one vote for
  each share of Common Stock held in connection with matters on which a
  shareholder vote is taken, the right to receive dividends and other
  distributions when, as and if declared by the board of directors, and such
  other rights as may be set forth in the Articles of Incorporation and required
  by applicable law.  The rights of holders of capital stock of ECHO are more
  fully described in the Articles of Incorporation of ECHO, and the foregoing
  description in this Section 4.2 is subject in all respects to the provisions
  of those Articles.  There are no bonds, debentures, notes or other evidences
  of indebtedness having the right to vote on any matter.  The authorized
  capital stock of EAC consists of 10,000 shares of Common Stock of which 100
  shares are issued and outstanding. The rights of holders of capital stock of
  EAC are more fully described in the Articles of Incorporation of EAC.
  
          4.3  Corporate Documents.  ECHO and EAC has each delivered to RMRS
  true copies of its Articles of Incorporation and its bylaws as currently in
  effect.  There shall have been no changes to these documents at the time of
  the Effective Date.
  
          4.4  Financial Statements.  ECHO has delivered to RMRS a balance sheet
  and income statement for each of the fiscal years ended September 30, 1995,
  1996, 1997, 1998, and 1999, prepared in accordance with generally accepted
  accounting principles.  The balance sheets fairly present the assets,
  liabilities, and financial condition of ECHO as of the dates presented and the
  income statements fairly present the results of operations of ECHO for the
  periods therein referred to.  To the best of ECHO's knowledge, there have been
  no material changes in any asset or liability reflected in the most recent
  such balance sheet after the date of that balance sheet.
  
          4.5  Governmental Consent.  To the best of ECHO's and EAC's knowledge,
  after consultation with legal counsel, no consent, approval or authorization
  of or designation, declaration or filing with any governmental authority on
  the part of ECHO or EAC is required in connection with the valid execution and
  delivery of this Agreement, or the offer, sale or delivery of the ECHO Shares,
  or the consummation of any other transaction contemplated hereby, except
  filing Articles of Merger as provided in Section 1.1, certain securities
  filings in connection with applicable exemptions from registration and/or
  qualification requirements, and certain filings required by federal securities
  regulations.
  
          4.6  Free of Liens and Encumbrances.  The ECHO Shares when issued as
  provided in this Agreement will be validly issued, fully-paid and
  nonassessable, and will be free of any liens, claims, encumbrances, or other
  restrictions of any kind except those relating to applicable securities laws
  requirements and those set forth in this Agreement.   Neither the execution of
  this Agreement nor the issuance of the ECHO Shares to Selling Shareholders as
  contemplated herein shall violate the Articles of Incorporation or bylaws of
  ECHO or EAC, any agreement, or any law, rule or order of any governmental
  authority or any court.
  
          4.7  Truth of Representations and Warranties.  All of the
  representations and warranties set forth in this Article IV shall be true as
  of the Effective Date.  No representation or warranty or other statement made
  to RMRS or any Selling Shareholder by ECHO or EAC contains any untrue
  statement of a material fact or omits to state a material fact necessary to
  make the statement, in light of the circumstances under which the statement
  was made, not misleading.  From the date of ECHO's most current Form 10-K
  (September 30, 1999) to the Close date, January 04, 2000, ECHO and EAC
  officers and directors are unaware of facts or circumstances required to be
  disclosed in ECHO Documents.
  
          4.8  Due Diligence.  ECHO represents that ECHO has had the opportunity
  to ask questions of, and to receive answers from, RMRS concerning the terms
  and conditions of its investment in RMRS Shares and to obtain additional
  information (to the extent RMRS possessed such information or could acquire it
  without unreasonable effort or expense) necessary to verify the accuracy of
  any information furnished to ECHO or to which ECHO had access.
  
          4.9  Suppliers and Customers.  No substantial supplier or customer
  (who accounted for more than 2% of aggregate 1998 purchases or more than 2% of
  aggregate 1999 revenues, as the case may be) or any prospective customer, has
  indicated to ECHO or EAC that it intends to terminate its relationship with
  ECHO or EAC, nor does ECHO or EAC have knowledge that any such supplier or
  customer intends to terminate such relationship.  There is no information that
  would indicate that ECHO or EAC does not have good business relations with
  each supplier and customer, or that consummation of the transactions
  contemplated by this Agreement would or might disrupt ECHO's and EAC's
  existing relationships with any such supplier or customer.
  
          4.10  Records.  ECHO and EAC has made available to RMRS all records
  requested by RMRS in all media, including without limitation all requested
  financial records, product records, software code, written operating
  procedures, customer records, personnel records, and insurance records.
  
          4.11  No Material Adverse Effect.  To the best of ECHO's and EAC's
  knowledge, there does not exist any fact or circumstance which, alone or
  together with another fact of circumstance, could reasonably be expected to
  have an effect on the business, properties, assets, condition (financial or
  otherwise), liabilities, operations, properties or prospects of ECHO or EAC
  taken as a whole in an amount in excess of $200,000.
  
          4.12  Brokers and Finders.  No broker, finder or investment banker is
  entitled to any brokerage, finder's or other fee or commission in connection
  with the transactions contemplated by this Agreement based on arrangements
  made by ECHO or EAC.
  
          4.13  Survival of Provisions.  The provisions of this Article IV shall
  survive the Effective Date and the Merger.
  
          4.14  Knowledge Representation.  When the words "to the best of ECHO's
  and EAC's knowledge" appear in the provisions of this Article IV, it is
  understood that no affirmative investigation has been made to confirm such
  "knowledge."
  
                                          V
                                 RESTRICTIVE LEGENDS
  
          5.1  Securities Act of 1933.  Each certificate representing the ECHO
  Shares shall bear a legend substantially as follows:
  
          THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
          NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (1)
          THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
          COVERING SUCH SECURITIES, OR (2) THE TRANSFER IS MADE IN
          COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 144, OR
          (3) ECHO RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE
          SECURITIES REASONABLY SATISFACTORY TO ECHO, STATING THAT SUCH
          SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
          REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
  
          5.2  Escrow Legend.  While in escrow as provided in this Agreement,
  each certificate representing ECHO Performance Shares shall bear a legend
  substantially as follows:
  
          THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
          RESTRICTIONS ON TRANSFER SET FORTH IN AN ESCROW AGREEMENT, A
          COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND
          CANNOT BE TRANSFERRED EXCEPT AS PROVIDED IN THAT ESCROW
          AGREEMENT.
  
          5.3  Additional Legends.  Each certificate representing ECHO Shares
  shall bear any other legend required by the securities laws or other laws of
  any jurisdiction.
  
          5.4  Restrictions on Transfer.  ECHO need not register a transfer of
  any of the ECHO Shares unless the conditions and requirements specified in the
  applicable legend are satisfied.  In addition, ECHO shall make a notation
  regarding the restrictions on transfer of ECHO Shares in its stock books.
  ECHO Shares shall be transferred on the books of ECHO only if transferred or
  sold in compliance with the Securities Act of 1933 and applicable state
  securities and other laws.
  
                                         VI
                               POST CLOSING COVENANTS
  
          6.1  Covenant Regarding Competition.  Each of Donald E. Dick, Robert
  L. Anderson, Jr., Randal J. Bjerke, and Arnold Feinberg agrees that, during
  the three (3) year period after the Closing, he will not, directly or
  indirectly, in any state or territory of the United States or in any other
  country:
  
                (A) engage in any enterprise which competes with RMRS
               or may reasonably result in competition with RMRS;
                (B)  solicit any employee of RMRS or any consultant
               engaged by RMRS for the purpose of hiring such
               employee or consultant;
                (C)  solicit any customer of RMRS for the purpose of
               providing any services or any products to such
               customer similar to the products sold to that customer
               by RMRS.
  
          6.2  Trade Secrets.  Each of the Selling Shareholders agrees that he
  will not at any time use or disclose any Trade Secrets of ECHO or any
  subsidiary of ECHO including without limitation RMRS (individually and
  collectively referred to in this Section 6.2 as "ECHO"), except as otherwise
  agreed in a writing signed by a duly authorized officer of ECHO and by the
  Selling Shareholder.  Trade Secrets include ECHO's marketing plans, product
  plans, customer lists, confidential proprietary rights in ECHO's intellectual
  property, and other nonpublic proprietary information that ECHO may designate
  as a "Trade Secret."  Each of the Selling shareholders further agrees that he
  will not use or disclose the nonpublic proprietary information of any other
  person that the Selling Shareholder has reason to know that ECHO has an
  obligation to protect from disclosure or use.  Each Selling Shareholder will
  keep Trade Secrets confidential and will not directly or indirectly disclose
  or make available to any person or entity any Trade Secrets of RMRS or ECHO at
  any time and for a period of thirty-six months following the effective date of
  this Agreement.
  
          This Section 6.2 does not apply to the extent that information: (1) is
  or becomes generally known to the public without fault of Selling
  Shareholder(s); (2) is independently developed by Selling Shareholder(s)
  without use of any information obtained from RMRS or ECHO; (3) consists solely
  of generally-known ideas, concepts, know-how or techniques; or (4) is
  requested to be disclosed by law or judicial order.
  
          6.3  Inventions Disclaimer and Assignment.  Each of the Selling
  Shareholders disclaims any right, title or interest in any tangible or
  intangible asset of RMRS including without limitation any concept, design,
  idea, method, computer program, software, system, manual, documentation or
  trade Secret of RMRS ("RMRS Asset"), and hereby assigns and transfers to RMRS
  any right, title or interest that such Selling Shareholder may now or in the
  future have in any RMRS Asset.  Each of the Selling Shareholders will assist
  RMRS (at RMRS's expense) in obtaining and from time to time enforcing patents,
  copyrights, and other legal protection for RMRS Assets in the United States
  and any other country, including without limitation by executing all documents
  confirming his assignment of any RMRS Asset necessary to ensure and perfect
  RMRS's right to such RMRS Asset and to apply for and obtain patents,
  copyrights and other legal protection.
  
          6.4  Restrictions on Transfer/Piggyback Rights.  If and when ECHO
  should decide to file with the Securities and Exchange Commission a future
  registration statement in compliance with the Securities Act of 1933 and
  applicable state securities and other laws, all restricted shares issued under
  this Agreement, both Base Shares and Performance Shares, are to be included in
  that registration.  All costs associated with such registration are to be
  borne by ECHO.
  
          6.5  Remedies.  Each of the Selling Shareholders acknowledges that a
  breach of this Article VI may cause ECHO continuing and irreparable injury to
  its business which may not be adequately compensated for by money damages.
  Each of the Selling Shareholders therefore agrees that in the event of any
  actual or threatened breach of this Article VI, ECHO shall be entitled, in
  addition to other available remedies, to a temporary restraining order and to
  injunctive preliminary and final relief to prevent any violations of this
  Article VI.  In any such injunctive proceedings, the prevailing party shall be
  entitled to recover its reasonable attorneys' fees, costs and other expenses.
  
          6.6  Survival of Provisions.  The provisions of this Article VI shall
  survive and continue in effect after Effective Date.
  
                                         VII
                                      INDEMNITY
  
          7.1 Indemnity by ECHO.  ECHO shall indemnify and hold harmless the
  Selling Shareholders and their heirs, representatives and assigns, from any
  claims, liabilities, losses, damages, reasonable attorney's fees, and related
  expenses which aggregate to over $50,000 and are caused by breach of any
  provision of this Agreement, including without limitation any representation
  or warranty set forth in Article IV.
  
          7.2 Indemnity by Selling Shareholders.  The Selling Shareholders shall
  separately and severally indemnify and hold harmless ECHO, and its successors
  and assigns, from any claims, liabilities, losses, damages, reasonable
  attorney's fees, and related expenses which aggregate to over $50,000, but do
  not exceed $2,000,000, and are caused by breach of any provision of this
  Agreement, including without limitation any representation or warranty set
  forth in Article III.
  
          7.3  Survival of Provisions.  The provisions of this Article VII shall
  survive and continue in effect after the Effective Date.
  
                                        VIII
                                CONDITIONS TO CLOSING
  
      8.1  ECHO Conditions.  The obligations of ECHO under this Agreement are
  subject to the fulfillment on or before the date of Closing of each of the
  following conditions, any of which may be waived by ECHO in writing:
  
             8.1.1  Delivery of Documents at Closing.  All documents required to
  be delivered to ECHO at Closing shall have been tendered for delivery to ECHO.
  
             8.1.2  Compliance with Law.  All consents, authorizations, permits
  or other approvals, if any, that are required by any governmental authority or
  regulatory agency (other than filing the Articles of Merger), or under any
  agreement or other document under which ECHO or RMRS is obligated, shall have
  been duly obtained and shall be effective.  Consummation of the transactions
  contemplated by this Agreement shall comply with all requirements of corporate
  law applicable to mergers; and shall not violate any law, regulation, or order
  of any governmental authority or any court, nor any obligation under which
  ECHO, EAC or RMRS is bound.
  
             8.1.3  ECHO Director Approval.  The board of directors of ECHO
  shall have approved the execution of this Agreement.
  
             8.1.4  RMRS Director Approval.  The board of directors of RMRS
  shall have approved this Agreement and the Merger, and shall have directed
  that the Merger be submitted to the shareholders of RMRS for approval, and
  copies of the resolution of such board of directors setting forth such
  approvals and direction, certified by the President and Secretary of RMRS,
  shall have been delivered to ECHO.
  
             8.1.5  RMRS Shareholder Approval.  The shareholders of RMRS shall
  have approved the Merger as required by law, and copies of the dissenters'
  rights notice required by Section 7-113-201 of the Colorado Business
  Corporation Act and of the resolution of such shareholders setting forth such
  approval, certified by the President and Secretary of RMRS, shall have been
  delivered to ECHO.
  
             8.1.6  Documents.  All documents delivered to ECHO pursuant to this
  Agreement shall be reasonably acceptable to ECHO.
  
             8.1.7  Adverse Changes.  No material adverse change shall have
  occurred in the financial condition, working capital, assets, liabilities,
  business, operations or prospects of RMRS since the date of its most recent
  balance sheet delivered to ECHO as provided in this Agreement.
  
             8.1.8  Representations and Warranties True.  The representations
  and warranties of RMRS and the Selling Shareholders set forth in Article III
  shall be true in all material respects as of the date of Closing.
  
             8.1.9  Employee Agreements.  Each of the employees of RMRS
  designated by ECHO shall have signed and delivered a Nondisclosure and
  Inventions Disclaimer Agreement substantially in the form of Exhibit J.
  
             8.1.10  Resignations of Directors and Officers.  Each director and
  each officer of RMRS shall have signed a resignation in the form of Exhibit K.
  
                 8.1.11    No Dissenters.  None of the shareholders of RMRS shall
  have given notice of their intention to demand payment pursuant to Section 7-
  113-202 of the Colorado Business Corporation Act.
  
          8.2  RMRS/Selling Shareholder Conditions. The obligations of RMRS and
  the Selling Shareholders under this Agreement are subject to the fulfillment
  on or before the date of Closing of each of the following conditions, any of
  which may be waived by RMRS and Selling Shareholders holding a majority of the
  RMRS Shares in writing:
  
             8.2.1  Delivery of Documents at Closing.  All documents required to
  be delivered to Selling Shareholders at Closing shall have been tendered for
  delivery to the Selling Shareholders.
  
             8.2.2  Compliance with Law.  All consents, authorizations, permits
  or other approvals, if any, that are required by any governmental authority or
  regulatory agency (other than filing the Articles of Merger), or under any
  agreement or other document under which ECHO or RMRS is obligated, shall have
  been duly obtained and shall be effective.  Consummation of the transactions
  contemplated by this Agreement shall comply with all requirements of corporate
  law applicable to mergers; and shall not violate any law, regulation, or order
  of any governmental authority or any court, nor any obligation under which
  ECHO, EAC or RMRS is bound.
  
             8.2.3  EAC Director Approval.  The board of directors of EAC shall
  have approved this Agreement and the Merger, and shall have directed that the
  Merger be submitted to the shareholder of EAC for approval, and copies of the
  resolution of such board of directors setting forth such approval, certified
  by the President and CEO of EAC, shall have been delivered to the Selling
  Shareholders.
  
             8.2.4  EAC Shareholder Approval.  The shareholders of EAC shall
  have approved the Merger as required by law, and copies of the resolution of
  such shareholder setting forth such approval, certified by the President and
  CEO of EAC, shall have been delivered to ECHO.
  
             8.2.5  Adverse Changes.  No material adverse change shall have
  occurred in the financial condition, working capital, assets, liabilities,
  business, operations or prospects of ECHO since the date of its most recent
  balance sheet filed with the Securities and Exchange Commission.
  
             8.2.6  Representations and Warranties True.  The representations
  and warranties of ECHO as set forth in Article IV shall be true in all
  material respects as of the date of Closing.
  
                                         IX
                                       CLOSING
  
          9.1  Date of Closing.  The closing of the transactions contemplated by
  this Agreement ("Closing") shall take place on January 04, 2000 at 12:00
  o'clock, at the offices of RMRS located at the address set forth at the end of
  this Agreement, or at such other date, time and place as ECHO, RMRS and
  Selling Shareholders holding a majority of the RMRS Shares may agree in
  writing.
  
          9.2  Documents to be Delivered At Closing. At the Closing, the parties
  shall deliver the following.
  
             (1)  Each of the Selling Shareholders shall deliver to ECHO:
  
                  (A) Certificates for RMRS Shares as provided in
                 this Agreement, duly endorsed to transfer all
                 right, title and interest in such Shares to ECHO
                 along with such other documents as ECHO shall
                 reasonably request to ensure the transfer to ECHO
                 of all such right, title and interest, totaling all
                 of the RMRS Shares.
  
                  (B) An executed copy of the Escrow Agreement.
  
                  (C) An executed copy of this Agreement, if not
                 previously delivered.
  
                     (2)  ECHO shall deliver
  
                  (A)  Certificates for the number of Base Shares
                 issued to each Selling Shareholder, to the Escrow
                 Agent in accordance with the Escrow Agreement.
  
                  (B)  An executed copy of the Employment Agreement,
                 to Donald D. Dick, Robert L. Anderson, Jr., and
                 Arnold Feinberg, respectively.
  
                  (C)  An executed copy of the Escrow Agreement, to
                 each Selling Shareholder.
  
                  (D) An executed copy of this Agreement, to each
                 Selling Shareholder, if not previously delivered.
  
                 (3)  RMRS shall deliver to ECHO
  
                  (A)  Employment, Nondisclosure and Inventions
                 Disclaimer Agreements as provided in Section 8.1.9.
  
                   (B)  Resignations signed by each director and officer
  of RMRS as provided in Section 8.1.10.
  
                   (C)   An executed copy of the Escrow Agreement.
  
          (D)   Executed copies of Employment Agreements with
         Donald E. Dick, Robert L. Anderson, Jr., and Arnold
         Feinberg.
  
          (E)  An executed copy of this Agreement, if not
         previously delivered.
  
          (F)  Articles of Merger, signed by the President
         and CEO of RMRS
  
          (4)  EAC shall deliver to RMRS and to the Selling Shareholders:
  
             (A)  Copies of resolutions adopted by the
            board of directors of EAC approving this
            Agreement and the Merger, certified  by the
            President and the CEO of EAC.
  
             (B) Copies of resolutions adopted by the
            shareholder of EAC approving this Agreement and
            the Merger, certified  by the President and the
            CEO of RMRS
  
             (C)  Articles of Merger, signed by the
            President and the CEO of EAC.
  
                              ARTICLE X
                      MISCELLANEOUS PROVISIONS
  
       10.1  Governing Law.  This Agreement was made in and shall
  be governed in all respects by the laws of the State of
  California, except that the laws of Colorado shall govern the
  Merger.
  
       10.2  Survival.  The representations, warranties, covenants
  and agreements made herein shall not be waived or affected by any
  investigation by any party and shall survive the closing of the
  transactions contemplated hereby.
  
       10.3  Successors and Assigns.  The provisions of this
  Agreement shall inure to the benefit of, and shall be binding
  upon, the successors, assigns, heirs, executors and
  administrators of the parties hereto.
  
       10.4  Entire Agreement.  This Agreement and the other
  documents delivered pursuant hereto constitute the full and
  entire understanding and agreement between the parties with
  regard to the subject matter hereof.
  
       10.5  Amendments.  Any amendment or modification to this
  Agreement must be in writing signed by all of the parties.
  
       10.6  Notices.  All notices required or permitted hereunder
  shall be in writing and shall be mailed by registered or
  certified mail, postage prepaid, or otherwise delivered by hand
  or by messenger, addressed to each party at the address set forth
  at the end of this Agreement, or at such other address as the
  party shall have furnished by notice hereunder.
  
       10.7  Expenses.  Each party shall bear its own expenses,
  including legal fees, incurred on its behalf with respect to this
  Agreement and the transactions contemplated hereby.
  
       10.8  Counterparts.  This Agreement may be executed in any
  number of counterparts, each of which shall be an original, and
  each of which shall be enforceable against the parties actually
  executing such counterpart, and all of which together shall
  constitute one instrument.
  
       10.9  Headings.  The headings in this Agreement are for
  convenience of reference only and are not to be considered in
  construing this Agreement.
  
       10.10  Waivers.  Any waiver of any breach or default under
  this Agreement, or any waiver of any provisions or conditions of
  this Agreement, must be in writing and shall be effective only to
  the extent specifically set forth in such writing.
  
       10.11  Severability.  In the event that any provision of
  this Agreement becomes or is declared by a court of competent
  jurisdiction to be illegal, unenforceable or void, this Agreement
  shall continue in full force and effect without said provision;
  provided that no such severability shall be effective if it
  materially changes the economic benefit of this Agreement to any
  party.
  
       10.12  Attorney's Fees.  If legal or other proceedings are
  instituted by any party against any other party to enforce any
  provision of this Agreement, the prevailing party shall be
  entitled to recover reasonable attorney's fees, court costs and
  ancillary expenses.
  
       10.13  Selling Shareholders' Spousal Indemnity and
  Representations.  Each of the Selling Shareholders will
  indemnify and hold harmless ECHO, its successors and assigns,
  against all liabilities, all defects in title to RMRS Shares
  transferred to ECHO pursuant to this Agreement, and all related
  costs and expenses, arising out of any claim by the spouse of the
  Selling Shareholder based on marital rights of the spouse in such
  RMRS Shares.  Donald E. Dick, Robert L. Anderson, Jr., Randal J.
  Bjerke, and Arnold Feinberg each represents that the person
  signing along with that Selling Shareholder below is the spouse
  of that Selling Shareholder.
  
       10.14  Further Action.  Each party agrees to execute and
  deliver such documents and to take such further action after
  Closing as may be necessary or appropriate to effect the Merger and
  the other provisions of this Agreement.
  
       10.15  Counterparts.  This Agreement may be executed in two
  or more counterparts, each of which shall be deemed an original,
  but all of which together shall constitute one and the same
  instrument.  For purposes of this Agreement, facsimile signature
  shall be deemed and accepted as an original signature.
  
                             ARTICLE XI
                    SIGNATURES AND SHARE AMOUNTS
  
       The parties hereto have evidenced their agreement to the
  provisions of this Agreement by their signatures subscribed below,
  it being understood that the Selling Shareholders hold the number
  of RMR Shares indicated, and the Selling Shareholders are entitled
  to receive the number of Base Shares indicated and up to the
  maximum number of Performance Shares indicated, in accordance with
  and subject to the terms of this Agreement.
  
       Each spouse signing below represents that she has read and
  understood this Agreement, she consents to its terms, and she
  releases and assigns any community property or other interest she
  may have in any of the RMRS Shares to ECHO pursuant to this
  Agreement.
  
  "ECHO"
  ELECTRONIC CLEARING HOUSE, INC.
  
  By:
       Joel M. Barry, President,
       Chairman and Chief
       Executive Officer
  
  28001 Dorothy Drive
  Agoura Hills, CA 91301
  "RMRS"
  ROCKY MOUNTAIN RETAIL SYSTEMS,
  INC.
  
  By:
        Donald E. Dick
        President and Chief
                                          Executive Officer
  
  4895 Riverbend Road, Suite D
  Boulder, CO 80301
  
  By:
         Robert L. Anderson, Jr."EAC"
  ECHO ACQUISITION CORPORATION
  
  By:
       Joel M. Barry, President
       Chairman and Chief
       Executive Officer
  
  28001 Dorothy Drive
  Agoura Hills, CA 91301-2697
  Chairman of the Board
                                          and Secretary
  
  4895 Riverbend Road, Suite D
  Boulder, CO 80301
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  MAXIMUM
  PERFORMANCE
  SHARES
  
  Donald E. Dick
  
  Martha D. Dick
  
  Street
  
  City          State     ZIP
  
  425
  
  403,609
  
  605,413
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  MAXIMUM
  PERFORMANCE
  SHARES
  
  Robert L. Anderson, Jr.
  
  Judith E. Meredith
  
  Street
  
  City         State     ZIP
  
  425
  
  403,609
  
  605,413
  
  Randal J. Bjerke
  
  Lois Marie Bjerke
  
  Street
  
  City          State    ZIP
  
  150
  
  142,450
  
  213,675
  
  SELLING SHAREHOLDERS
  RMRS
  SHARES
  BASE
  SHARES
  MAXIMUM
  PERFORMANCE
  SHARES
  
  Arnold Feinberg
  
  Diana Dunkley
  
  Street
  
  City         State     ZIP
  
  53
  
  50,332
  
  75,499
  
  TOTAL
  1,053
  1,000,000
  1,500,000
  EXHIBIT 99.1
  
       FOR IMMEDIATE RELEASE
       January 6, 2000
  
                 ECHO ANNOUNCES THE ACQUISITION OF
                 ROCKY MOUNTAIN RETAIL SYSTEMS, INC.
  
    Agoura Hills, Calif. - Electronic Clearing House, Inc.
  (NASDAQ:ECHO) announced the signing of an agreement to acquire
  Rocky Mountain Retail Systems, Inc. (RMRS). RMRS, based in
  Boulder, Colorado, is the creator/owner and processor for
  National Check Information Systems (NCIS) through which RMRS
  provides check verification services to large retail chains,
  processors and collection agencies across the nation, among which
  are Dollar General, VISA, and Blockbuster Video. The quality of
  the NCIS negative check writer database puts it among the top 5
  in the nation.
  
    "RMRS is attractive to ECHO for many reasons: its profitable
  check verification operations, its significant business
  relationships, its host of new opportunities and products under
  development, its effective and seasoned sales team, its highly
  technical group of engineers, and its experienced management
  team," stated Joel M. Barry, CEO of ECHO. "We especially value
  their strong existing customer base that includes both collection
  agencies and retailers. When you combine the services provided by
  Magic Software Development, the check services company acquired
  by ECHO in April, 1999, with those provided by RMRS, RMRS is
  immediately competitive with the top check services providers in
  the nation. We believe the new RMRS will present a better value
  to sales organizations and merchants who are looking for check
  services to sell or purchase, respectively", stated Mr. Barry.
  
    RMRS will operate as a wholly owned subsidiary and Dr. Donald
  Dick, President of RMRS, will remain the President of the ECHO
  subsidiary.  Operations will remain in Boulder, Colorado. Dr.
  Dick has a doctorate in Electrical Engineering and has extensive
  experience in both hardware and software design and
  manufacturing. Mr. Robert Anderson will continue to serve as Vice
  President of RMRS and Chief Technical Officer. Mr. Anderson has a
  Bachelors degree in Physics with advanced degree work in Computer
  Science and has overseen the technical developments that have
  distinguished RMRS as a leader in the check industry for the past
  8 years. Mr. Arnold Feinberg will continue to oversee all sales
  activity for RMRS and will serve as Vice President of Sales. Mr.
  Feinberg is a nationally recognized expert in payment systems and
  has consulted with many of the nations top retailers in designing
  and implementing full electronic payment solutions.
  
    "RMRS has grown exponentially over the past three years but we
  realized we would need a solid technical and financial foundation
  in order to continue to grow as a national provider of check
  services.  After looking at all of our options, we agreed with
  ECHO's conclusion that we are stronger together. We see our
  business increasing due to ECHO's experience in system
  integration, credit card processing and, especially, Internet-
  based processing and reporting.  We also felt the management team
  at ECHO and Magic fit very well with our own.  We are pleased to
  become a part of the ECHO family." stated Dr. Dick.
  
    Under the terms of the acquisition agreement, ECHO issued
  1,000,000 shares of restricted common stock. An additional
  1,500,000 shares of restricted stock will be placed into escrow
  to be issued to the RMRS selling shareholders under a performance
  clause wherein, should the RMRS subsidiary's performance meet or
  exceed predetermined earnings goals for years 2000 through 2002,
  a proportionate number of performance-based shares will be
  issued.
  
    Electronic Clearing House, Inc. provides credit card
  processing, cash advance services, check guarantee, check
  verification, check conversion, inventory tracking and/or various
  Internet services to over 41,000 retail merchants, U-Haul dealers
  and casinos across the nation. ECHO also designs, develops and
  integrates software and point-of-sale hardware that is utilized
  as credit card processing terminals, automated money order
  dispensers, inventory tracking devices, and casino cash advance
  systems.
  
    To take advantage of the "safe harbor" provisions of the
  Private Securities Litigation Reform Act of 1995, you are hereby
  cautioned that this release contains forward-looking statements
  that are based upon current expectations and involve a number of
  risks and uncertainties. Actual operations and results may differ
  materially from those expressed in the forward-looking statements
  made by the Company.
  
                           Media Contact:
              Donna Camras-Rehman, Corporate Secretary
           (818) 706-8999, ext. 3033 or corp@echo-inc.com