PLAN AND AGREEMENT OF PURCHASE

This plan and agreement of purchase (Plan) has been adopted as a  reorganization
under  Section  368(b) of the Internal  Revenue Code and entered into in Dallas,
Texas, this fifth day of March, 1999, between CBQ, Inc., a Colorado  corporation
referred to in this  Agreement as either the  Purchaser  or "CBQ",  and Reliance
Technologies,  Inc.,  a Texas  corporation,  and the  shareholders  of  Reliance
Technologies,  Inc., all of whom are sometimes  collectively referred to in this
Agreement as the "Shareholders".

CBQ will acquire (at the Closing) from the  Shareholders  100% of the issued and
outstanding capital stock of Reliance Technologies,  Inc. in exchange for shares
of voting stock of CBQ. Under this Plan, Reliance Technologies, Inc. will become
a subsidiary of CBQ.

                                    ARTICLE I
                        EXCHANGE OF VOTING CAPITAL STOCK

1.01.  Transfer  and  Delivery of Reliance  Technologies,  Inc.  Shares.  At the
closing  Shareholders  will transfer and deliver to CBQ certificates  evidencing
100% of the issued and outstanding Capital stock of Reliance Technologies,  Inc.
duly endorsed in blank so as to effect transfer by delivery.

1.02.  Issuance  and  Delivery of CBQ Shares.  In exchange  for the  transfer by
Shareholders to CBQ of 100% of the issued and outstanding Reliance Technologies,
Inc.  capital  shares  hereunder,  CBQ will  forthwith  cause to be  issued  and
delivered  to  the  Shareholders  1,000,000  restricted  common  shares  of  CBQ
(Collectively, the CBQ Shares).

1.03. CBQ will establish at closing "The Reliance Technology Stock Option Plan",
Exhibit  4 to  this  Agreement,  and  will  contribute  100,000  shares  to this
Incentive Stock Option Plan for key employees of Reliance Technologies, Inc.

1.04.  CBQ  will  fund  or will  have  funded  the  Business  Plan  of  Reliance
Technology,  Inc.,  in the  cumulative  amount of $250,000,  within  twelve (12)
months of the  Closing  Date.  Funded  will mean  that CBQ has  arranged  equity
financing  from any source.  It may involve  equipment  or services  provided by
outside suppliers.

1.05. Right of Recission. Should CBQ not fund or arrange funding as described in
1.04 above, then Reliance Technologies,  Inc. reserves the right to rescind this
Agreement in its  entirety.  If  rescinded,  all CBQ Shares issued in 1.02 above
shall be  transferred  and delivered to CBQ; the  certificates  duly endorsed in
blank so as to effect transfer by delivery. Any rights,  including shares issued
from those rights,  granted under the Reliance  Technology  Stock Option Plan in
1.03 above shall be immediately void and of no effect.  In addition,  all monies
funded under 1.04 above are due and payable to CBQ. This Right of Recission will
expire Midnight twelve (12) months from the Date of Closing.

1.04.Closing  Date.  The Closing  Date will be March 15, 1999 at 10:00 AM at the
     offices of CBQ in  Dallas,  Texas  unless  otherwise  determined  by Mutual
     agreement.

<PAGE>


                                   ARTICLE II
     REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND ACQUIRED CORPORATION

2.01.  Organization and Standing.  Reliance Technologies,  Inc. is a corporation
duly organized,  validly  existing and in good standing under the laws of Texas,
with all Corporate powers necessary to own property and carry on its business as
it is now being conducted. Copies of the articles of incorporation and bylaws of
Reliance  Technologies,  Inc.  delivered to Purchaser  herewith are complete and
accurate as of the Closing Date.

2.02. Balance Sheet. A balance sheet and related statements of operations,  cash
flows and equity of Reliance  Technologies,  Inc.  dated as of and for the three
year or lesser period, if inception  occurred within three years, ended December
31, 1998, shall forthwith be delivered to CBQ. Reliance Technologies, Inc. shall
cause these financial  statements to be (a) audited in accordance with Generally
Accepted Auditing Standards,  (b) prepared in accordance with Generally Accepted
Accounting  Principles  applied on a  consistent  basis  fairly  presenting  the
financial  position of Reliance  Technologies,  Inc.  and (c)  prepared to as to
comply with  Regulation S X and the time  periods set forth in Form 8-KSB,  that
being within 75 days after the Closing Date. Reliance  Technologies,  Inc. shall
also deliver to CBQ within the aforesaid 75 day period any other audited  and/or
unaudited  financial  statements  required under  Regulation  S-X, Form 8-KSB or
otherwise by applicable  securities  laws. (The foregoing  audited and unaudited
financial  statements  are  collectively  referred  to  herein  as the  "Balance
Sheet".)

2.03.   Capitalization.   Reliance   Technologies,   Inc.  has  an   outstanding
capitalization,  which is all in the hands of the Shareholders, all of which has
been  fully  paid  for  and  is  non   assessable.   There  are  no  outstanding
subscriptions,  options,  contracts,  commitments  or  demands  relating  to the
capital  stock of Reliance  Technologies,  Inc. or any other  agreements  of any
character under which Reliance  Technologies,  Inc. or the Shareholders would be
obligated to issue or purchase  shares of Reliance  Technologies,  Inc.  capital
stock, except as described and disclosed on Exhibit 1 to this Agreement.

2.04. Title to Assets. Reliance Technologies, Inc. has good and marketable title
to all of its assets,  all as set forth in the Balance Sheet,  none of which are
subject to any mortgage, pledge, lien, charge, security interest, encumbrance or
restriction whatsoever except those that: (a) are disclosed on the Balance Sheet
and/or the footnotes  thereto or (b) do not materially and adversely  affect the
value of the asset.  Further, the assets of Reliance  Technologies,  Inc. are in
good condition and repair.

2.05. Schedule of Assets. Reliance Technologies, Inc. shall forthwith deliver to
Purchaser a schedule of assets  containing,  as of the Closing  Date, a true and
complete: (a) description of all software licensing and sublicensing  agreements
in favor of or made by Reliance Technologies,  Inc.; (b) description of any real
property in which Reliance Technologies, Inc. has a leasehold interest; (c) list
of all capitalized equipment of Reliance Technologies,  Inc. that sets forth any
liens, claims,  encumbrances,  charges,  restrictions,  covenants and conditions
concerning the listed items; (d) list of all machinery,  tools, and equipment in
which Reliance Technologies,  Inc. has a leasehold interest,  with a description
of  each  interest;  (e)  list  of all  patents,  patent  licenses,  trademarks,
trademark  registrations,  trade names,  copyrights and copyright  registrations
owned  by  Reliance  Technologies,  Inc.;  and  (f)  list  of all  interests  in
subsidiaries and/or joint ventures.

                                       2
<PAGE>


2.06.  Liabilities.   Except  as  set  forth  in  the  Balance  Sheet,  Reliance
Technologies,   Inc.  presently  has  no  outstanding  indebtedness  other  than
liabilities incurred in the ordinary course of business.  Reliance Technologies,
Inc.  is not  in  default  with  respect  to  any  terms  or  conditions  of any
indebtedness.  Further, Reliance Technologies,  Inc. has not made any assignment
for the benefit of creditors,  nor has any involuntary or voluntary  petition in
bankruptcy been filed by or against Reliance Technologies, Inc..

2.07. Litigation. Reliance Technologies, Inc. is not a party to, nor has it been
threatened  with, any  litigation or  governmental  proceeding  that, if decided
adversely to it, would have a material and adverse  effect on its  operations or
business,  or on the financial  condition,  net worth,  prospects or business of
Reliance  Technologies,  Inc. To the best of the Reliance  Technologies,  Inc.'s
knowledge, it is not aware of any facts that might result in any action, suit or
other  proceeding  that would result in any  material and adverse  change in the
business or financial condition of Reliance Technologies, Inc.

2.08.  Compliance  with Law and  Instruments.  The  business and  operations  of
Reliance Technologies,  Inc. are not infringing on or otherwise acting adversely
to any  copyrights,  trademark  rights,  patent rights or licenses  owned by any
other  person,  and there is not any  pending  claim or  threatened  action with
respect to such rights. Reliance Technologies, Inc. is not obligated to make any
payments in the form of royalties, fees or otherwise to any owner of any patent,
trademark, trade name or copyright, except as set forth on Exhibit 2.

2.09. Contractual Obligations.  Reliance Technologies, Inc. is not a party to or
bound by any written or oral:  (a) contract  not made in the ordinary  course of
business,  (b)  bonus,  pension,  profit  sharing,   retirement,  stock  option,
hospitalization,  group  insurance or similar plan providing  employee  benefits
other than in the ordinary course of business,  except as disclosed on Exhibit 3
to this  Agreement,  (c) any real or personal  property  lease other than in the
ordinary course of business or (d) deed of trust,  mortgage,  conditional  sales
contract,  security  agreement,  pledge  agreement,  trust  receipt or any other
agreement  subjecting any of the assets or properties of Reliance  Technologies,
Inc. to a lien or  encumbrance.  Reliance  Technologies,  Inc. has performed all
obligations required to be performed by it under any of the contracts and leases
to which  it is a party as of the  Closing  Date and is not in  material  breach
under any of the contracts,  leases or other  arrangements by which it is bound.
None of the  parties  with whom  Reliance  Technologies,  Inc.  has  contractual
arrangements are in default of their obligations.

2.10.  Changes in  Compensation.  Since the date of the Balance sheet,  Reliance
Technologies,  Inc.  has not granted any general pay  increase to  employees  or
changed the rate of  compensation,  commission  or bonus payable to any officer,
employee,  director,  agent or  stockholder,  other than in the normal course of
business.

2.11.  Records.  All of the account books, minute books, stock certificate books
and stock  transfer  ledgers of  Reliance  Technologies,  Inc.  are  current and
accurate.

2.12. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding  obligation of Reliance  Technologies,  Inc. and the Shareholders in
accordance  with its terms.  No  provision  of the  articles  of  incorporation,
bylaws, minutes, share certificates or contracts prevents Reliance Technologies,
Inc. and/or the  Shareholders  from delivering the Reliance  Technologies,  Inc.
shares to CBQ in the manner contemplated under the Plan.

                                       3
<PAGE>


2.13. Taxes. Reliance  Technologies,  Inc. has filed all income tax returns and,
in each  jurisdiction  where  qualified  or  incorporated,  all  income  tax and
franchise tax returns that are required to be filed. Reliance Technologies, Inc.
has paid all taxes as shown on the returns as have become due,  and has paid all
assessments received that have become due.

2.14. Brokers. All negotiations on the part of Reliance  Technologies,  Inc. and
the Shareholders  related to the Plan have been accomplished  solely by Reliance
Technologies,  Inc. and the  Shareholders  without the  assistance of any person
employed as a broker or finder. Reliance Technologies, Inc. and the Shareholders
have done  nothing to give rise to any valid  claims for a broker's  commission,
finder's fee or any similar charge.

2.15. Full Disclosure.  As of the Closing Date, Reliance Technologies,  Inc. and
the  Shareholders  have disclosed all events,  conditions  and facts  materially
affecting  the  business  and  prospects  of  Reliance  Technologies,  Inc.  The
Shareholders and Reliance Technologies,  Inc. have not withheld knowledge of any
event,  condition  or fact  that  they  have  reasonable  grounds  to  know  may
materially affect the business and prospects of Reliance Technologies, Inc. None
of the  representations  and  warranties  made by the  Shareholders  or Reliance
Technologies,  Inc. in this  Agreement  or in any  instrument,  writing or other
document  furnished to CBQ contains any untrue  statement of a material fact, or
fails to state a material fact.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.01.  Organization and Standing.  CBQ is a corporation duly organized,  validly
existing and in good  standing  under the laws of Colorado,  with all  corporate
powers  necessary  to own  property and carry on its business as it is now being
conducted.  Copies of the articles of incorporation  and bylaws of CBQ delivered
to the Shareholders and Reliance  Technologies,  Inc.  herewith are complete and
accurate as of the Closing Date.

3.02.  Subsidiaries.  CBQ has subsidiaries.

3.03.  Capitalization.  CBQ  has  an  authorized  capitalization  consisting  of
500,000,000 common shares, $.0001 par value per share, and 100,000,000 preferred
shares,  $.001 par value per share. As of the Closing Date, the number of common
shares and preferred  shares  outstanding is as set forth in the Form 8K-A as of
February 2, 1999; all of which issued and outstanding  shares are fully paid for
and non  assessable.  CBQ has granted and  registered  280,000 S-8 options;  and
granted,  subject to vesting,  300,000  options to outside  parties at an option
price of closing market bid price or greater.

3.04. Due Delivery.  The CBQ Shares issued to the Shareholders have been validly
authorized  and  issued  and are  fully  paid  for and  non  assessable.  No CBQ
shareholder has any preemptive right of subscription or purchase with respect to
these shares.

3.05. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding  obligation of CBQ in accordance with its terms. No provision of the
articles of  incorporation,  bylaws,  minutes,  share  certificates or contracts
prevents CBQ from delivering the CBQ shares in the manner contemplated under the
Plan.

                                       4
<PAGE>


3.06. Brokers. All negotiations on the part of CBQ related to the Plan have been
accomplished  solely by CBQ without the  assistance of any person  employed as a
broker or finder.  CBQ has done  nothing to give rise to any valid  claims for a
broker's commission, finder's fee or any similar charge.

3.07.  Full  Disclosure.  As of the Closing Date,  CBQ has disclosed all events,
conditions and facts materially affecting the business and prospects of CBQ, and
CBQ has not  withheld  knowledge  of any  event  condition  or fact  that it has
reasonable  grounds to know may materially  affect the business and prospects of
CBQ. None of the representations and warranties made by CBQ in this Agreement or
in any instrument,  writing or other document  furnished to the  Shareholders or
Reliance Technologies, Inc. contains any untrue statement of a material fact, or
fails to state a material fact.

                                   ARTICLE IV
                      SURVIVAL OF WARRANTIES AND WARRANTIES

4.01. Nature and Survival of Representations  and Warranties.  All statements of
fact  contained in this  Agreement or in any  memorandum,  certificate,  letter,
document  or other  instrument  delivered  by or on behalf of any of the parties
hereto  to  any  other  party  pursuant  to  this  Agreement   shall  be  deemed
representations and warranties made by the delivering party to the other parties
under this  Agreement.  The  covenants,  representations  and  warranties of the
parties shall  survive the Closing Date for a period of one year,  and then they
shall lapse and be of no further effect.

4.02.  Expenses.  The  parties to this  Agreement  shall pay their own  expenses
incurred  hereunder  and in regards  of the  transactions  contemplated  hereby,
including, but not limited to, all fees and expenses of their respective counsel
and accountants.

                                    ARTICLE V
                         COMPLIANCE WITH SECURITIES LAWS

5.01.  Acknowledgments  of  the  Shareholders.   The  Shareholders  acknowledge,
understand and agree that: (a) The certificates representing the CBQ Shares will
each bear a legend  restricting  transfer in accordance with the exemptions from
registration under the Securities Act of 1933, as amended,  which CBQ has relied
upon in the  issuance  of the CBQ  Shares.  (b) The CBQ  Shares  have  not  been
registered under the Securities Act of 1933, as amended, or any applicable state
law  (collectively,  the  Securities  Act).  (c) The CBQ Shares may not be sold,
offered for sale,  transferred,  pledged,  hypothecated or otherwise disposed of
except in  compliance  with the  Securities  Act of 1933 or 1934.  (d) The legal
consequences of the foregoing mean that the Shareholders  must bear the economic
risk of the  investment in the CBQ Shares for the requisite  period of time. (e)
No federal  or state  agency has made any  finding  or  determination  as to the
fairness of an investment in CBQ, or any  recommendation  or endorsement of this
investment.

                                       5
<PAGE>


5.02. Further Representations and Warranties of Shareholders.  Shareholders each
individually  represent and warrant to CBQ as follows:  (a) I have the financial
ability to bear the economic  risks of my  investment,  have  adequate  means of
providing for my current needs and personal contingencies,  and have no need for
liquidity in this investment;  and, further,  I have evaluated the high risks of
investing  in CBQ and have  such  knowledge  and  experience  in  financial  and
business  matters  in general  and in  particular  with  respect to this type of
investment that I am capable of evaluating the merits and risks of an investment
in the CBQ Shares. (b) I have been given the opportunity to ask questions of and
receive answers from CBQ concerning the terms and conditions of this investment,
and to obtain  additional  information  necessary  to verify the accuracy of the
information I desired in order to evaluate my investment,  and in evaluating the
suitability  of this  investment  I have not relied upon any  representation  or
other information (whether oral or written),  other than that furnished to me by
CBQ or its representatives;  further, I have had the opportunity to discuss with
my  professional,  legal,  tax and  financial  advisers  the  suitability  of an
investment in the CBQ Shares for my particular tax and financial situation; and,
further, in making the decision to purchase the CBQ Shares, I have relied solely
upon independent  investigations  made by me or on my behalf. (c) I am acquiring
the CBQ Shares solely for my own personal account, for investment purposes only,
and am not  purchasing  with  a view  to,  or  for,  the  resale,  distribution,
subdivision or fractionalization thereof.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.01.  Amendments.  This  Agreement may be amended or modified at any time,  but
only by an instrument in writing  executed by Reliance  Technologies,  Inc., CBQ
and each of the individual Shareholders.

6.02. Waiver. The Shareholders of Reliance Technologies, Inc. and/or CBQ may, in
writing,  (a) extend the time for  performance of any of the  obligations of any
other party to this Agreement,  (b) waive any inaccuracies or misrepresentations
contained  in this  Agreement  or in any  document  delivered  pursuant  to this
Agreement  by any  other  party  and/or  (c)  waive  compliance  with any of the
covenants, or performance of any obligations, contained in this Agreement by any
other party.

6.03. Assignment.  (a) Neither this Agreement nor any right created hereby shall
be  assignable  by any party  without  the prior  written  consent  of the other
parties,  except by the laws of succession.  (b) This Agreement shall be binding
on and inure to the  benefit of the  respective  successors  and  assigns of the
parties. Nothing in this Agreement,  expressed or implied, is intended to confer
upon any  person,  other than the  parties and their  permitted  successors  and
assigns, any rights or remedies under this Agreement.

6.04. Notices.  Any notice or other communication  required or permitted by this
Agreement  must be in  writing  and shall be deemed to be  properly  given  when
delivered  in  person  to an  officer  of  the  other  party,  or to  the  party
individually  when deposited in the U.S.  Mails for  transmittal by certified or
registered  mail,  postage  prepaid,  or when deposited with a public  telegraph
company for  transmittal,  charges  prepaid,  or when  delivered via  facsimile;
provided, however, that the communication is addressed as follows:


                                       6
<PAGE>


(a)  in case of Reliance Technologies, Inc. and the Shareholders:

     4851 Keller Spring Road
     Suite 228
     Addison, TX  75001; (972) 381-1353;  and

(b)  in case of CBQ:

     4851 Keller Springs Rd.
     Suite. 213
     Addison, Texas 75001; (972) 732-1100

6.05. Headings. Paragraph and other headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

6.06. Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof.  It may be executed in any number
of counterparts,  but the aggregate of such counterparts constitute only one and
the same instrument.

6.07.  Partial  Invalidity.  In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if it never contained any such invalid, illegal or unenforceable
provisions.

6.08.  Controlling  Law. The validity,  interpretation  and  performance of this
Agreement  shall be controlled  by and construed  under the laws of the State of
Texas, and venue for any lawsuit shall be in Dallas County, Texas.

6.09.  Attorney's Fees. If any action at law or in equity,  including any action
for  declaratory  relief,  is brought to enforce or interpret the  provisions of
this  Agreement,  the prevailing  party shall be entitled to recover  reasonable
attorney's fees from the other party.  The attorney's fees may be ordered by the
court in the trial of any action  described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees.

6.10. Specific Performance. The parties declare that it is impossible to measure
in money the damages that will accrue to a party or its  successors  as a result
of any other  parties'  failure to  perform  any of the  obligations  under this
Agreement;  therefore,  if a party or its  successor  institutes  any  action or
proceeding to enforce the provisions of this Agreement,  any party opposing such
action or proceeding agrees that specific performance may be sought and obtained
for any breach of this Agreement.

6.11. Arbitration.  Any dispute relating to the interpretation or performance of
this Agreement  shall be resolved at the request of either party through binding
arbitration.  Arbitration shall be conducted in Dallas, Texas in accordance with
the then-existing rules of the American Arbitration  Association.  Judgment upon
any award by the arbitrators may be entered by any state or federal court having
jurisdiction.  It is the  intent  of the  parties  to  this  Agreement  that  to
arbitrate be irrevocable.

                                       7
<PAGE>


Purchaser: CBQ, Inc.:


By:
   -----------------------
   Michael L. Sheriff, CEO



Acquired Corporation: Reliance Technologies, Inc.


By:
   -----------------------

Name:
     ---------------------

Title:
      --------------------


Shareholders or Shareholder Agent:

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder
*
By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder

By:                                             By:
   -----------------------                         -----------------------
         Shareholder                                     Shareholder


                                       8
<PAGE>


                                    Exhibit 1

            Subscriptions, Options, Contracts, Commitments or Demands
          relating to the Capital Stock of Reliance Technologies, Inc.














Acquired Corporation: Reliance Technologies, Inc.


By:
   ---------------------

Name:
     -------------------
Title:
      ------------------


<PAGE>


                                    Exhibit 2

        Payments in the form of Royalties, Fees or otherwise to any owner
               of any Patent, Trademark, Trade Name or Copyright








Acquired Corporation: Reliance Technologies, Inc.


By:
   ----------------------
Name:
     --------------------
Title:
      -------------------

<PAGE>


                                    EXHIBIT 3

         Bonus, Pension, Profit Sharing, Retirement, Stock Option Plans










Acquired Corporation: Reliance Technologies, Inc.


By:
   ----------------------
Name:
     --------------------
Title:
      -------------------

<PAGE>


                                    Exhibit 4

                    The Reliance Technology Stock Option Plan