Exhibit 10.2
                       (Priority One Acquisition Contract)


                      PLAN AND AGREEMENT OF REORGANIZATION
                                      under
                   SECTION 368(b) of the Internal Revenue Code

THIS  AGREEMENT  has been made and  entered  into  this 9th day of  April,  1999
(Closing Date), and is by and between,  on the first part, CBQ, Inc., a publicly
held and traded Colorado  corporation  (CBQI), and, on the second part, Priority
One Electronic Commerce Corporation,  a privately held Pennsylvania  corporation
(POECC),  and the shareholders of POECC  (collectively,  the Shareholders).  The
following premises are an integral part of this agreement.

1. The Shareholders currently own all of the outstanding proprietary interest of
POECC (POECC Shares).

2. The Shareholders desire to sell, transfer and convey the POECC Shares to CBQI
solely in exchange for 900,000 restricted common shares of CBQI (CBQI Shares).

3. CBQI  desires to acquire the POECC  Shares  solely in  exchange  for the CBQI
Shares.

4. CBQI, POECC and the Shareholders  desire to effect the foregoing  conveyances
and  transfers of the CBQI and POECC Shares on a tax free basis  pursuant to the
provisions of Section 368(b) of the Internal Revenue Code (IRC).

THE  PARTIES,  THEREFORE,  hereby adopt this plan and  reorganization  agreement
(Agreement) under the IRC and agree as follows:


                                    ARTICLE I
   TRANSFER AND CONVEYANCE OF THE CBQI AND POECC SHARES; CONSULTING AGREEMENT

1.1 Transfer and Conveyance of Shares. Subject to all of the terms,  conditions,
representations,  warranties  and covenants set forth herein,  the  Shareholders
hereby sell,  transfer and convey  (without  reservation and free and clear from
all encumbrances) to CBQI the POECC Shares and CBQI hereby sells,  transfers and
conveys  (without  reservation and free and clear from all  encumbrances) to the
Shareholders the CBQI Shares.

1.2 Consulting  Agreement of Mr.  Lieberman.  Mr. Sidney Lieberman has agreed to
serve CBQI as a consultant in exchange for an option to acquire  100,000  shares
of the common  stock of CBQI at the market  price  therefor  on the date of this
agreement,  the market price being agreed as $3.00 per share.  The common shares
which CBQI shall issue to Mr. Lieberman upon exercise of his option, in whole or
in part and from time to time and at any time, shall be forthwith  registered by
CBQI under the Securities Act of 1933, as amended, using Form S 8.

                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1.  Representations,  Warranties  and Covenants of CBQI.  CBQI  represents and
warrants to the Shareholders,  jointly and severally,  as of the Closing Date as
follows: (a) All necessary action has been taken to make this Agreement a legal,
valid and binding  obligation of CBQI  enforceable in accordance  with its terms
and conditions.

(b) The execution and delivery of this Agreement and the  performance by CBQI of
its obligations hereunder will not result in any material breach or violation of
or material default under any material  agreement,  indenture,  lease,  license,
mortgage, instrument, or understanding,  nor result in any violation of any law,
rule, regulation,  statute, order or decree of any kind, to which CBQI or any of
its affiliates is a party or by which they or any of their property is or may be
or become subject,  nor in the violation of the articles or bylaws governing the
conduct of CBQI.

(c) CBQI has delivered to POECC and the Shareholders  its: (1) annual reports on
Form 10 KSB for the years ended  December 31, 1997,  and December 31, 1998;  (2)
quarterly  reports on Form 10 QSB for the fiscal  quarters ended March 31, 1998,
June 30, 1998,  and  September 30, 1998,  and (3) periodic  report on Form 8 KSB
dated  November 19, 1998 (as well as the amendment  thereto),  all of which were
true and  correct as of the date of filing and  remain  true and  correct in all
material respects as of the date hereof.  CBQI has made no further filings under
the Securities Exchange Act of 1934, as amended, since its filing on Form 10 KSB
dated  December 31, 1998.  CBQI has also provided to POECC and the  Shareholders
full access to any and all information they desired  concerning the business and
operations of CBQI,  and CBQI has made  available to POECC and the  Shareholders
such  personnel  as have been  requested to answer any and all  questions  which
POECC and the Shareholders may have had concerning their investment in CBQI.

<PAGE>


(d) CBQI shall  continue to file for so long as the CBQI  Shares are  restricted
securities  under Rule 144 of the  Securities  Act such  reports as are required
from time to time of CBQI under the Securities Exchange Act of 1934, as amended,
so as to allow for the sale of the CBQI  Shares by the  Shareholders  under said
Rule 144.

(e) The CBQI  Shares  have each been  validly  issued and are fully paid for and
nonassessable.

(f) The CBQI  Shares  are not and shall not be or  become  subject  to any lien,
encumbrance,  security interest or financing statement whatsoever.  Further, the
CBQI Shares are not the subject of any other agreement in regards thereof.

(g) CBQI has  delivered  an opinion of its  counsel to the effect  that the CBQI
Shares have been validly issued and are fully paid for and nonassessable.

(h) CBQI since the date of those reports filed as specified in paragraph  2.1(c)
of this  Agreement  has not  suffered  any  material  and adverse  change in its
financial condition,  working capital, assets, liabilities,  reserves, business,
operations or prospects.

(i) There is no legal, administrative, arbitration or other proceeding, claim or
action of any nature or investigation pending or threatened against or involving
CBQI, or which  questions or challenges the validity of this  Agreement,  or any
action to be taken by CBQI pursuant to this Agreement or in connection  with the
transactions  contemplated  hereby, and CBQI does not know or have any reason to
know of any valid basis for any such legal, administrative, arbitration or other
proceeding, claim or action of any nature or investigation.  CBQI is not subject
to any judgment,  order or decree entered in any lawsuit or proceeding which has
an adverse  effect on its  business  practices  or on its ability to acquire any
property or conduct its business in any area.

(j) No  representations or warranties by CBQI in this Agreement and no statement
contained in any document  (including,  without  limitation,  those which may be
attached  hereto),  certificate,  or other writing furnished by CBQI to POECC or
the  Shareholders  pursuant to the provisions  hereof or in connection  with the
transactions  contemplated hereby, contain any untrue statement of material fact
or omit to state any material  fact  necessary  in order to make the  statements
herein or therein, in light of the circumstances under which they were made, not
misleading; further, there are no facts known to CBQI which (either individually
or in the aggregate)  could or would  materially and adversely affect or involve
any  substantial  possibility  of having a  material,  adverse  effect  upon the
condition (financial or otherwise),  results of operations,  assets, liabilities
or businesses of CBQI which have not been disclosed in this Agreement.

(k) CBQI  specifically  acknowledges  and represents that the closing  hereunder
was, in effect, simultaneously completed on the effective date hereof.

2.2  Representations,  Warranties  and Covenants of POECC and the  Shareholders.
POECC and the  Shareholders  each hereby  represents  and warrants,  jointly and
severally, to CBQI as of the Closing Date as follows:

(a) All necessary  action has been taken to make this  Agreement a legal,  valid
and binding obligations of POECC and the Shareholders  enforceable in accordance
with its terms and conditions.

(b) The execution and delivery of this  Agreement and the  performance  by POECC
and the Shareholders of their respective  obligations  hereunder will not result
in any material  breach or violation of or material  default  under any material
agreement,  indenture,  lease, license, mortgage,  instrument, or understanding,
nor result in any  violation of any law,  rule,  regulation,  statute,  order or
decree of any kind,  to which  either POECC  and/or the  Shareholders  or any of
their respective affiliates is a party or by which they or any of them or any of
their  property  is or may be or become  subject,  nor in the  violation  of the
articles or bylaws governing the conduct of either POECC or the Shareholders.

<PAGE>


(c)  POECC  and the  Shareholders  have  delivered  to CBQI  compiled  financial
statements of POECC as of and for the period ended  December 31, 1997, a copy of
which is attached to this Agreement.  POECC shall subsequently forthwith deliver
compiled financial  statements as of and for the period ended December 31, 1998.
The foregoing POECC  financial  statements  shall be prepared,  if they have not
already been so, in order to provide, at a minimum,  (1) balance sheets dated as
of December 31, 1997,  and December 31, 1998;  (2)  statements of operations for
the one year periods ended  December 31, 1996,  December 31, 1997,  and December
31, 1998;  (3)  statements of cash flows for the one year periods ended December
31,  1996,  December 31,  1997,  and  December 31, 1998;  and (4) a statement of
stockholders'  equity  from  inception  through  December  31,  1998.  The POECC
financial  statements attached to this Agreement and which shall be subsequently
delivered  (1) are and will be true,  accurate and  complete;  (2) have been and
will be prepared from all relevant  books and records  pertaining to POECC;  (3)
have been or will be prepared in accordance with Generally  Accepted  Accounting
Principles  applied on a consistent basis; and (4) have been or will be prepared
in  accordance  with  Regulation  S X under the  general  rules and  regulations
promulgated by the Securities and Exchange  Commission pursuant to the authority
granted this  governmental  agency under the Securities Act of 1933, as amended,
and the  Securities  Exchange  Act of 1934,  as  amended.  The  POECC  financial
statements  undertaken  by  POECC  and  the  Shareholders  to  be  delivered  in
accordance with this Agreement shall be subsequently submitted by the Company to
an  audit by the  independent  auditing  firm of the  Company.  These  financial
statements are capable of being audited,  no material and adverse  changes shall
occur as a result of any  adjustments  provided by said  auditor and the opinion
for these financial statements shall not be qualified in any respect.

The foregoing  financial  statements  will show that POECC has no liabilities of
any kind whatsoever,  other than those  liabilities which have been satisfied as
of the  Closing  Date and  those  obligations  to  Shareholders,  including  Mr.
Lieberman  and/or his  affiliates,  which have been  satisfied as of the Closing
Date.  POECC  has  acquired,  as of the  Closing  Date and free and clear of all
liens, obligations,  rights and other commitments,  common shares in CITX, Inc.,
which aggregate 10% of the outstanding common shares of CITX. Further, as of the
Closing  Date,  POECC  has no debt  obligation  for  borrowed  money,  including
guarantees of or  agreements  to acquire any such debt  obligation of others and
POECC has no outstanding loan to any person.

POECC has not suffered,  since  December 31, 1997,  and to the Closing Date, any
material and adverse change in its financial condition, working capital, assets,
liabilities, reserves, business, operations or prospects.

(d) POECC has no employment agreement with any officer, employee or agent. POECC
is not restricted by agreement from carrying on its business or any part thereof
anywhere in the world or from competing in any line of business with any person.
POECC has no obligation or liability as guarantor,  surety, co signor, endorser,
co maker,  indemnitor  or  otherwise in respect of the  obligation  of any other
person.  POECC is not subject to any  obligation or requirement to provide funds
to or make  any  investment  (in the  form of a loan,  capital  contribution  or
otherwise)  in any  person.  POECC  is not a party to any  agreement,  contract,
commitment or loan to which any of its officers or directors or any affiliate of
POECC or its officers and directors is a party.

(e) POECC has delivered an accurate and complete list of all leases  pursuant to
which POECC leases any real or personal  property.  POECC has also  delivered an
accurate and complete list of all licenses  pursuant to which POECC  licenses or
has  acquired the right to use any software or other  intangible  property.  All
such leases and licenses are valid,  binding and  enforceable in accordance with
their terms, and are in full force and effect. There are no existing defaults by
POECC or any  other  party  under  these  leases,  and no event of  default  has
occurred which (whether with or without  notice,  lapse of time or the happening
or occurrence  of any other event) would  constitute a default  thereunder.  Any
consents under these leases or licenses have been acquired.

(f) POECC has delivered a list of the customers of POECC showing the approximate
total sales by POECC to each customer  during the fiscal year ended December 31,
1988.  There has been no adverse  change in the business  relationship  of POECC
with any customer which is material to the consolidated  financial  condition or
operations of Target.

(g) POECC has duly filed all  federal,  state and local tax  reports and returns
required to be filed by it and has duly paid all taxes and other  charges due or
claimed  to  be  due  from  it by  federal,  state,  local  and  foreign  taxing
authorities.  There are no  outstanding  agreements  or  waivers  extending  the
statutory  period of limitation  applicable  to any federal,  state,  local,  or
foreign tax return or report for any period.

<PAGE>


(h) All  accounts  receivable  of POECC  represent  sales  actually  made in the
ordinary course of business, and are current and collectible.

(i) There is no legal, administrative, arbitration or other proceeding, claim or
action of any nature or investigation pending or threatened against or involving
POECC, or which  questions or challenges the validity of this Agreement,  or any
action to be taken by POECC pursuant to this Agreement or in connection with the
transactions  contemplated hereby, and POECC does not know or have any reason to
know of any valid basis for any such legal, administrative, arbitration or other
proceeding, claim or action of any nature or investigation. POECC is not subject
to any judgment,  order or decree entered in any lawsuit or proceeding which has
an adverse  effect on its  business  practices  or on its ability to acquire any
property or conduct its business in any area.

(j) The POECC  Shares have each been  validly  issued and are fully paid for and
nonassessable.

(k) The POECC  Shares  are not and shall not be or become  subject  to any lien,
encumbrance,  security interest or financing statement whatsoever.  Further, the
POECC Shares are not the subject of any other agreement in regards thereof.

(l) The POECC Shares represent 100% of the outstanding  proprietary  interest of
POECC, and there are no outstanding commitments (direct or indirect) which would
cause the  issuance or transfer  out of treasury of any  additional  proprietary
interest of POECC, whether common stock, preferred stock or debt.

(m) The  Shareholders and POECC have provided to CBQI full access to any and all
information   it  desired   concerning   the  business  and  operations  of  the
Shareholders and/or POECC, and the Shareholders and POECC have made available to
CBQI such personnel as has been requested to answer any and all questions  which
CBQI may have had concerning its investment in POECC.

(n) CBQI has  delivered  an opinion of its  counsel to the effect  that the CBQI
Shares have been validly issued and are fully paid for and nonassessable.

(o) No representations or warranties by POECC in this Agreement and no statement
contained in any document (including, without limitation, financial statements),
certificate,  or other writing  furnished by POECC or the  Shareholders  to CBQI
pursuant  to the  provisions  hereof  or in  connection  with  the  transactions
contemplated  hereby,  contain any untrue  statement of material fact or omit to
state any  material  fact  necessary in order to make the  statements  herein or
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;   further,   there  are  no  facts  known  to  POECC  which  (either
individually or in the aggregate) could or would materially and adversely affect
or involve any substantial possibility of having a material, adverse effect upon
the  condition  (financial  or  otherwise),   results  of  operations,   assets,
liabilities  or  businesses  of POECC  which  have not  been  disclosed  in this
Agreement.

(p) POECC and the Shareholders each specifically  acknowledge and represent that
the closing hereunder was, in effect,  simultaneously completed on the effective
date hereof.

2.3 Understandings of the Shareholders. The Shareholders acknowledge, understand
and agree that:

(a) The certificate  representing the CBQI Shares will bear a legend restricting
its transfer under Rule 144 of the Securities Act of 1933, as amended,  and will
be issued solely in the name of the Shareholders.

<PAGE>


(b) The CBQI Shares have not been  registered  under the Securities Act of 1933,
as amended,  or any applicable  state law  (collectively,  the Securities  Act);
further,  the  CBQI  Shares  may not be sold,  offered  for  sale,  transferred,
pledged,  hypothecated  or otherwise  disposed of except in compliance  with the
Securities Act; further,  CBQI has no obligation,  and does not intend, to cause
the CBQI Shares to be registered under the Securities Act, or to comply with any
exemption  under the  Securities Act that would permit a sale or sales of all or
any portion of the CBQI Shares; further, the legal consequences of the foregoing
mean that the Shareholders  must bear the economic risk of the investment in the
CBQI Shares for an indefinite period of time; and, further,  if the Shareholders
desire  to sell or  transfer  all or any  part of the  CBQI  Shares  within  the
restricted period, CBQI may require the Shareholders' counsel to provide a legal
opinion that the transfer may be made without  registration under the Securities
Act.

(c) No federal or state agency has made any findings or  determination as to the
fairness of an investment in CBQI, or any  recommendation or endorsement of this
investment.

(d) There is presently only an extremely  limited market for the CBQI Shares and
no market may exist in the  future  for any sale or sales of all or any  portion
thereof.

(e) Their  commitments  to investments  that are not readily  marketable are not
disproportionate  to their net worth,  and their  investment  in the CBQI Shares
will not cause such overall commitment to become excessive.

(f)  They  have  the  financial  ability  to bear  the  economic  risks  of this
investment,  have adequate means of providing for their current needs,  and have
no need for liquidity in this investment.

(g) They have  evaluated the high risks of investing in the CBQI Shares and have
such knowledge and  experience in financial and business  matters in general and
in particular  with respect to this type of investment  that they are capable of
evaluating the merits and risks of an investment in the CBQI Shares.

(h) They have been given the opportunity to ask questions of and receive answers
from CBQI concerning the terms and conditions of this investment,  and to obtain
additional  information necessary to verify the accuracy of the information they
desired in order to evaluate their investment, and in evaluating the suitability
of an investment in the CBQI Shares have not relied upon any  representations or
other information (whether oral or written) other than that furnished to them by
CBQI or the representatives of CBQI.

(i) They have had the opportunity to discuss with their professional, legal, tax
and financial  advisers the  suitability of an investment in the CBQI Shares for
its particular tax and financial  situation and all  information  that they have
provided to CBQI concerning  themselves and their financial  position is correct
and complete as of the date set forth below.

(j) In making the decision to purchase  the CBQI Shares they have relied  solely
upon independent investigations made by them or on their behalf.

(k) They are  acquiring  the CBQI  Shares  solely  for  their own  account,  for
investment  purposes only,  and are not  purchasing  with a view to, or for, the
resale, distribution, subdivision or fractionalization thereof.

<PAGE>

                                   ARTICLE III
                                  MISCELLANEOUS

3.1. Entire Agreement;  Modification.  This Agreement sets forth and constitutes
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof,  and supersedes  any and all prior  agreements,  understandings,
promises,  warranties,  covenants and  representations  made by any party to the
other concerning the subject matter hereof and the terms applicable hereto. This
Agreement  may not be  released,  discharged,  amended or modified in any manner
except by an instrument in writing signed by duly authorized  representations of
the parties hereto.

3.2.  Severability.  The invalidity or unenforceabilty of one or more provisions
of this Agreement shall not affect the validity or  enforceability of any of the
other provisions  hereof,  and this Agreement shall be construed in all respects
as if such invalid or unenforceable provisions are omitted.

3.3. Governing Law. This Agreement shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Texas.

3.4.  Waivers.  The  failure of any party  hereto to insist,  in any one or more
instances,  upon the performance of any of the terms, covenants or conditions of
this  Agreement  or to  otherwise  exercise  any right  hereunder,  shall not be
construed as a waiver or  relinquishment  of the future  performance of any such
term,  covenant or  condition  or the future  exercise  of such  right,  but the
obligations of the party with respect to such future  performance shall continue
in full force and effect.

3.5. Headings. The headings in the articles, section and paragraphs used in this
Agreement are included for convenience only and are not to be used in construing
or interpreting this Agreement.

3.6. Notice. All notices, demands, or requests hereunder shall be in writing and
served either  personally,  by certified  mail,  return  receipt  requested,  by
Federal  Express or other  reputable  overnight  courier,  or by  facsimile,  as
follows:

If to CBQI:

CBQ, Inc.
4851 Keller Springs Rd., Ste. 213
Dallas TX 75248
(972) 732 1169: FAX

If to POECC or the Shareholders:

Priority One Electronic Commerce Corporation
c/o Mr. Sidney Lieberman
8699 Egret Isle Terrace
Lake Worth FL   33467
(561) 964 1233: FAX

3.7.  Successor  and  Assigns.  This  Agreement,  and each and  every  provision
thereof,  shall be binding  upon and shall inure to the benefit of the  parties,
their respective  successors,  successors-in-title,  heirs and assigns, and each
and every  successor-in-interest  to any party,  whether such successor acquires
such  interest  by way of gift,  purchase,  foreclosure,  or by any other  legal
method,  who shall hold such interest subject to all the terms and conditions of
this Agreement.

<PAGE>


3.8. Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  shall  be an  original,  but such  counterparts  shall  together
constitute one and the same instrument.

3.9.  Attorneys'  Fees.  In the  event  of any  dispute  with  respect  to  this
Agreement,  the prevailing party shall be entitled to its reasonable  attorneys'
fees and other costs and expenses incurred in resolving such dispute.

3.10.  Expenses.  Each party shall pay the expenses incurred by them under or in
connection  with this  Agreement,  including  counsel fees and expenses of their
respective representatives.

3.11.   Survival   of   Representations,    Warranties   and   Covenants.    The
representations,  warranties  and covenants of CBQI,  PEOC and the  Shareholders
contained in this  Agreement  shall survive the execution  hereof,  and shall be
unaffected by any investigation made by any party at any time.

3.12.  Further  Assurances.  At any time and from time to time after the date of
this Agreement,  each party shall execute such  additional  instruments and take
such other and further action as may be reasonably  requested by any other party
or otherwise to carry out the intent and purpose of this Agreement.

IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered the date first above written.

CBQ, INC., a Colorado corporation


By: /s/ Michael Sheriff
Michael Sheriff, CEO

PRIORITY ONE ELECTRONIC COMMERCE CORPORATION, a Pennsylvania corporation

By: /s/ Sidney Lieberman
Sidney Lieberman, President

SHAREHOLDERS:

Sidney Lieberman Revocable Trust              Lenora J. Spera Trust

By: /s/ Sidney Lieberman                      By: /s/ Sidney Lieberman
Trustee                                       Trustee

Howard Frank, Individually                    Bernie Roemmele, Individually

/s/ Howard Frank                              /s/ Bernie Roemmele
Howard Frank                                  Bernie Roemmele

Randall King, Individually                    Timothy Classen, Individually

/s/ Randall King                              /s/ Timothy Classen
Randall King                                  Timothy Classen

Richard Bergey, Individually                  Barbara Riehl, Individually

/s/ Richard Bergey                            /s/ Barbara Riehl
Richard Bergey                                Barbara Riehl