EXHIBIT 10.2
                      CERTIFICATE OF OWNERSHIP AND MERGER
                               OF COMERCIS, INC.
                                      INTO
                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.

<PAGE>
                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                                 COMERCIS, INC.

                            (A DELAWARE CORPORATION)

                                      INTO

                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.

                            (A COLORADO CORPORATION)

It is hereby certified that:

     1. Comercis, Inc. is a business corporation of the State of Delaware.

     2.  Comercis,  Inc.  is the owner of 90% the  outstanding  shares of common
stock  of Rocky  Mountain  Financial  Enterprises,  Inc.,  which  is a  business
corporation of the state of Colorado.

     3. The laws of the jurisdiction of organization of Rocky Mountain Financial
Enterprises,  Inc.  and of  Comercis,  Inc.  permit  the  merger  of a  business
corporation  in  that  jurisdiction  with  a  business  corporation  of  another
jurisdiction.

     4.  Comercis,   Inc.  is  hereby  merged  into  Rocky  Mountain   Financial
Enterprises, Inc..

     5. The name of the surviving  corporation in the merger herein certified is
Rocky Mountain Financial Enterprises, Inc., which will continue its existence as
the surviving  corporation,  upon the effective date of said merger  pursuant to
the provisions of the Business Corporation Act of the State of Colorado.

     6. The  Certificate of  Incorporation  of RMFE, as now in force and effect,
shall  continue  to be  the  Certificate  of  Incorporation  of  said  surviving
corporation until amended and changed pursuant to the provisions of the Business
Corporation Act of the State of Colorado.

     7.  The  executed  Agreement  and  Plan of  Merger  between  the  aforesaid
constituent  corporation  is on file at the  office of the  aforesaid  surviving
corporation,  the address of which is as follows:  402 Caroll Avenue, Suite 110,
Southlake, TX 76092.

     8. The  proposed  merger has been  approved  by a  majority  holders of the
issued and outstanding  stock of Comercis,  Inc.  pursuant to Section 253 of DGC
Act.
<PAGE>

     9. A copy of the  aforesaid  Agreement and Plan of Merger will be furnished
by the aforesaid  surviving  corporation,  on request,  and without cost, to any
stockholder of each of the aforesaid constituent corporations.

     10. The following is a copy of the resolutions adopted on December 13, 2000
by the Board of Directors of the  corporation to merge the said  Comercis,  Inc.
into Rocky Mountain Financial Enterprises, Inc.:

         RESOLVED that Comercis,  Inc. be merged into Rocky  Mountain  Financial
         Enterprises,   Inc.,  and  that  all  the  estate,  property,   rights,
         privileges,  powers, and franchises of Comercis,  Inc. be vested in and
         held and enjoyed by this  Corporation as fully and entirely and without
         change  or  diminution  as the same were  before  held and  enjoyed  by
         Comercis, Inc. in its name.

         RESOLVED that Rocky Mountain  Financial  Enterprises,  Inc. will assume
         all the obligations of Comercis, Inc.

         RESOLVED that each  shareholder of Comercis,  Inc. shall receive a unit
         consisting  of  .85  shares  pro  rata  of  Rocky  Mountain   Financial
         Enterprises, Inc. and a warrant to purchase .25 shares of RMFE at $0.01
         for  each  share  of  Comercis,   Inc.   owned,  on  surrender  of  the
         certificates of Comercis, Inc. but shall receive no other rights, cash,
         stock, or property.

         RESOLVED  that this  Corporation  shall cause to be executed  and filed
         and/or  recorded the  documents  prescribed by the laws of the State of
         Delaware, by the laws of the State of Colorado,  and by the laws of any
         other  appropriate  jurisdiction  and will  cause to be  performed  all
         necessary  acts  within  the  jurisdiction  of  organization  of  Rocky
         Mountain Financial Enterprises,  Inc. and of Comercis,  Inc. and in any
         other appropriate jurisdiction.

         RESOLVED that the name of Rocky Mountain Financial Enterprises, Inc. be
         changed to Comercis, Inc. after any necessary filings with the SEC.

         RESOLVED that the effective  time of the Merger setting forth a copy of
         these resolutions shall be December 14, 2000, and that,  insofar as the
         General Corporation Law of the State of Delaware shall govern the same,
         said time shall be the effective merger time.

         11. Rocky Mountain Financial Enterprises,  Inc. agrees it may be served
with process in this State in any proceeding  for  enforcement of any obligation
of any  constituent  corporation of this State as well as for enforcement of any
obligation of the surviving or resulting  corporation arising from the merger or
consolidation,  including  any suit or other  proceeding to enforce the right of
any stockholders as determined in a appraisal  proceedings pursuant to SS.262 of

<PAGE>

DC6LAW title and hereby irrevocably appoints the Secretary of State as its agent
to accept  service  of  process  in any such suit or other  proceedings  and the
address  to which a copy of such  process  shall be mailed by the  Secretary  of
State.

Executed on December 14, 2000.

                                  ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.



                                  BY: /s/Chris M. Meaux
                                  Chris M. Meaux, President


STATE OF TEXAS

COUNTY OF TARRANT

         The  foregoing  Certificate  of Ownership  and Merger was  acknowledged
before me this 14th day of  December  2000,  by Chris Meaux  President  of Rocky
Mountain  Financial  Enterprises,  Inc. who affirmed the facts contained therein
under penalties of perjury.

                                          /s/
                                          ------------------------------
                                          Notary Public