EXHIBIT 10.2
                          AGREEMENT AND PLAN OF MERGER
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                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement") is entered into as
of the 21st day of  November,  2000,  by and among  Comercis,  Inc.,  a Delaware
corporation  ("Comercis")  and Rocky  Mountain  Financial  Enterprises,  Inc., a
Colorado corporation ("RMFE")

         WHEREAS,  Comercis is authorized  to issue up to  50,000,000  shares of
common stock ("Comercis Common Stock") of which 21,452,712 shares are issued and
outstanding; and

         WHEREAS,  RMFE is authorized to issue up to 20,000,000 shares of common
stock ("RMFE Stock") of which 19,737,432 shares are issued and outstanding; and

         WHEREAS,  the  respective  Boards  of  Directors  of RMFE and  Comercis
believe it to be in the best  interests  of their  respective  corporations  and
shareholders  for  Comercis  to  merge  with and into  RMFE  (Comercis  and RMFE
sometimes  referred  to as the  "Constituent  Corporations")  upon the terms and
conditions  herein  contained;  and in connection  therewith  have each adopted,
approved and authorized the execution and delivery of this Agreement and Plan of
Merger (the "Agreement"); and

         WHEREAS,  the  Board  of  Directors  of  Comercis  has  submitted  this
Agreement  and the  subject  merger to  Comercis  shareholders  for  approval as
required by the corporate law of the State of Delaware.

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto do hereby agree as follows:

                                    I. MERGER

         1.01 EFFECTIVE TIME. The merger contemplated by this Agreement shall be
effective on the date and time that the  Certificate of Merger is filed with the
Secretary of State of the State of Delaware (the "Effective Time").

         1.02 MERGER.  Upon the terms and subject to the conditions set forth in
this Agreement,  and in accordance with the General Corporation Law of the State
of  Delaware  (the  "GCL"),  Comercis  shall be merged with and into RMFE at the
Effective Time (the "Merger").  As of the Effective Time, the separate corporate

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existence  of  Comercis  shall cease and RMFE shall  continue  as the  surviving
corporation  (the "Surviving  Corporation") in Colorado and shall succeed to and
assume  all the  rights and  obligations  of  Comercis  in  accordance  with the
Colorado Revised Statutes. Without limiting the generality of the foregoing:

                  (a) RMFE,  as the  surviving  corporation  shall  continue its
corporate  existence  under the laws of the State of Colorado and shall  possess
all of the rights,  privileges,  immunities,  powers,  franchises  and authority
(both  public  and  private)  of,  and be  subject  to all of the  restrictions,
disabilities and duties of RMFE and Comercis;

                  (b) all the assets and  property  of  Comercis  of every kind,
nature  and  description  (real,  personal  and  mixed  and  both  tangible  and
intangible) and every interest therein,  wheresoever located,  including without
limitation  all debts or other  obligations  belonging or due to  Comercis,  all
stock subscriptions,  options,  warrants,  claims and chooses in action shall be
and be deemed to be vested,  absolutely and unconditionally in RMFE (to the same
extent, degree and manner as previously vested in Comercis);

                  (c) all debts  and  obligations  of  Comercis,  all  rights of
creditors  of Comercis  and all liens  encumbering  any of the  property of RMFE
vested in Comercis shall remain in full force and effect without modification or
impairment  and shall be and be deemed to be  enforceable  against  RMFE and its
assets and  properties  with the same full  force and  effect as if such  debts,
obligations or liens had been originally  incurred or created by RMFE in its own
name and for its own behalf.

         1.03 CLOSING.  Subject to the satisfaction or waiver of the last of the
conditions  set forth in Article VI hereof,  the closing of the Merger will take
place at 10:00 am on December 14, 2000,  at the offices of RMFE,  at the offices
of  Comercis,  Inc.,  or at such  other  time and place as the  parties  to this
Agreement shall agree (the "Closing Date").  Subject to the terms and conditions
of this  Agreement,  on the  Closing  Date:  (a) the parties  hereto  shall each
deliver  to the other the  documents,  agreements,  payments  and  consideration
required to be delivered  by each to the other party hereto as herein  expressly
provided and (b) the Constituent  Corporations  shall execute two originals of a
Certificate of Merger in the forms  required for filing with the  Secretary's of
State of Delaware and Colorado,  which  Certificates of Merger shall be filed by
the parties with the  Secretary's of State of Delaware and Colorado  immediately
after  execution  on the  Closing  Date.  Subsequent  to the Closing the parties
hereto shall thereafter execute,  acknowledge,  deliver and/or record such other
and further  instruments,  documents or certificates and/or take an perform such
other and  further  actions as may be required to effect  and/or  implement  the
merger.

         1.04  NAME.  The name of the  Surviving  Corporation  shall  be  "Rocky
Mountain Financial Enterprises, Inc."

         1.05 CONSTITUTIONAL DOCUMENTS, DIRECTORS AND OFFICERS. On and as of the
Effective Time:
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                  (a) The Certificate of  Incorporation  of RMFE on such date in
full force and effect shall be the Certificate of  Incorporation of RMFE, as the
surviving  corporation,  until the same  shall be  altered,  amended,  modified,
terminated or rescinded in the manner provided by the Colorado Revised Statutes;
which  rights  of  alteration,  amendment,   modification,   termination  and/or
rescission are hereby expressly reserved by RMFE;

                  (b) The By-Laws of RMFE on such date in full force and effect,
shall be the By-Laws of RMFE, as the surviving corporation, until the same shall
be altered, amended, modified, terminated or rescinded in the manner provided in
the Certificate of  Incorporation  and/or the laws of Colorado;  which rights of
alteration,  amendment,  modification,  termination and/or rescission are hereby
expressly reserved by RMFE;

                  (c) The members of the Board of Directors, and the officers of
RMFE, the Surviving Corporation,  shall consist of the directors and officers of
RMFE  immediately  prior to the Effective  Time;  each to serve in such capacity
until the earlier of their  resignation or removal or until their successors are
duly elected and qualified.

         1.06  PRINCIPAL   OFFICE.   The  principal   office  of  the  Surviving
Corporation shall be 402 N. Caroll Aven, Suite 110, Southlake, Texas 76092.


        II. EFFECT OF MERGER ON CAPITAL STOCK OF CONSTITUENT CORPORATIONS
                           - EXCHANGE OF CERTIFICATES

         2.01 CONVERSION OF CAPITAL STOCK OF COMERCIS. As of the Effective Time,
the shares of Comercis  Stock shall be converted  and  exchanged  into shares of
RMFE Common Stock and cash consideration in the following manner:

         (a) Each issued and  outstanding  share of  Comercis  Stock  shall,  by
virtue of the merger and without  any action on the part of the holder  thereof,
be  converted  and  exchanged  into a unit  consisting  of .85  fully  paid  and
nonassessable  shares of RMFE Common  Stock and a warrant to purchase .25 shares
of RMFE at $0.01  exercisable when the Company has authorized  sufficient number
of shares to cover all options, warrants and any other convertible instruments;

         (b) After the  Effective  Time,  each  holder,  other than a Dissenting
Shareholder,  of an  outstanding  certificate  which prior to the Effective Time
represented  shares of Comercis  Stock shall  surrender such  certificate  ("Old
Certificate")  to RMFE, and such holder shall be entitled upon such surrender to
receive in exchange  therefore a  certificate  for that number of shares of RMFE
Common Stock which such holder is entitled to receive under  Section  2.01(a) of
this Agreement. Until surrendered as contemplated by this sub-section,  each Old
Certificate  for shares of Comercis Stock shall be deemed at all times after the
Effective  Time to represent  and evidence  (for all  corporate  purposes)  that
number of shares of RMFE Common Stock into which the

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shares of Comercis Stock  theretofore  represented by such Old Certificate shall
have been  converted  pursuant  to Section  2.01(a)  hereof.  From and after the
Effective Time the sole rights of the holders of Old  Certificates  representing
shares of Comercis  Stock shall be those to which they are entitled as owners of
RMFE Common Stock into which the shares of Comercis Stock  evidenced by such Old
Certificates have been converted as herein provided;

         (c)  Notwithstanding  anything in this  Agreement to the contrary,  any
issued and  outstanding  shares of Comercis  Stock held by a person who complies
with all of the  provisions of Delaware law  concerning the rights of holders of
Comercis  Stock to object to the Merger and require  appraisal  of their  shares
("Dissenting  Shares" and "Dissenting  Shareholders",  as the case may be) shall
not be converted as described in Section 2.01(a) but shall,  instead entitle the
holder thereof to receive such  consideration  as may be determined to be due to
such  Dissenting  Shareholder  pursuant to Delaware law. If, after the Effective
Time, such Dissenting Shareholder withdraws his demand for appraisal or fails to
perfect or otherwise loses his right of appraisal pursuant to Delaware law, each
of his shares shall be deemed to be converted as of the Effective  time into the
RMFE Common Stock specified in ss.2.01(a).

                   III. REPRESENTATIONS AND WARRANTIES OF RMFE

         In order to induce Comercis to execute and perform this Agreement, RMFE
does hereby  represent,  warrant,  covenant  and agree  (which  representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         3.01     ORGANIZATION AND QUALIFICATION

                  (a) RMFE is a corporation  duly organized,  validly  existing,
and in good standing  under the laws of Colorado,  with all requisite  power and
authority to own, lease, license, and use its properties and assets and to carry
on the business in which it is now engaged.  RMFE is duly  qualified to transact
the  business  in which  it is  engaged  and is in good  standing  as a  foreign
corporation in every jurisdiction in which its ownership, leasing, licensing, or
use  of  property  or  assets  or  the  conduct  of  its  business   makes  such
qualification necessary.

                  (b)  RMFE  has  furnished  to  Comercis  its   Certificate  of
Incorporation and By-Laws, as presently in effect, certified by the Secretary of
the corporation.  RMFE is not in material  violation or breach of, or in default
with respect to, any term of its Certificate of Incorporation or By-Laws.
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         3.02  CAPITALIZATION  The authorized  capital stock of RMFE consists of
20,000,000  shares of RMFE Common Stock of which  19,737,432  shares were issued
and outstanding as of October 20, 2000.

         3.03 AUTHORITY  RMFE has all requisite  power and authority to execute,
deliver, and perform this Agreement. All necessary corporate proceedings of RMFE
have been or as of the Effective Time will have been duly taken to authorize the
execution,  delivery,  and performance of this Agreement by RMFE. This Agreement
has been duly  authorized,  executed,  and  delivered by RMFE,  constitutes  the
legal,  valid, and binding obligation of, RMFE, and is enforceable as to RMFE in
accordance with its terms subject, as to enforcement of remedies,  to applicable
bankruptcy, insolvency, reorganization,  moratorium and other laws affecting the
rights of creditors generally and the discretion of courts in granting equitable
remedies.  Except for the provisions of the Colorado Revised Statutes  governing
the filing of the Certificate of Merger,  no consent,  authorization,  approval,
order,  license,  certificate,  or permit of or from, or  declaration  or filing
with, any federal, state, local, or other governmental authority or any court or
other tribunal is required by RMFE for the execution,  delivery,  or performance
of this Agreement by RMFE.

         3.04 RMFE  COMMON  STOCK All of the shares of RMFE  Common  Stock to be
issued by RMFE pursuant to this Agreement  shall be and be deemed to be duly and
validly  authorized and, when issued to the shareholders of Comercis in exchange
for their Comercis Stock, duly and validly issued,  fully paid and nonassessable
and free and clear of all  federal  and state  issuance,  stock  and/or  company
taxes, liens, claims, encumbrances and charges.

         3.05  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements of RMFE contained in this Agreement,  including,  without limitation,
those  contained  in this  Article  III,  are true,  accurate and correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete,  in all  respects,  as of the  Closing;  and at the Closing RMFE shall
deliver to Comercis a certificate,  executed by the chief  executive  officer of
RMFE  remaking,  on behalf  of RMFE,  each of the  representations,  warranties,
covenants and agreements of RMFE set forth in this Agreement,  including without
limitation, those set forth in this Article III hereof.

         3.06     FINANCIAL STATEMENTS AND CONDITION

                  (a)  RMFE has  delivered  to  Comercis  a true,  correct,  and
complete  copy of its 10-KSB for  December 31, 1999  ("Registration  Statement")
filed pursuant to the Securities Exchange Act of 1934, as amended (the "34 Act")
which contains therein the audited balance sheet, statement of income, statement
of retained  earnings,  and  statement of cash flows of RMFE for the fiscal year
ended December 31, 1999 (the "Audited Financial Statements").

                  (b) At or prior to Closing, RMFE shall have filed its Form 10Q
for  the  period  ended  September  30,  2000,   including  unaudited  financial

<PAGE>

statements   ("Interim   Statements,"  the  Audited  Financial   Statements  and
collectively the "Financial Statements").

                  (c) The Financial  Statements were prepared in accordance with
generally  accepted   accounting   principles  ("GAAP")   consistently   applied
throughout the period involved,  are true, correct, and complete in all material
respects,  are in  accordance  with the books  and  records  of RMFE and  fairly
present together with the notes thereto,  the financial  position and results of
operations of RMFE for the periods therein indicated.

                  (d) Since the dates of the  Financial  Statements,  there have
not been,  nor prior to closing will there be, any material  adverse  changes in
the business or condition, financial or otherwise, of RMFE.

         3.07 FILINGS RMFE has delivered (or will deliver, prior to the Closing)
to Comercis true,  correct,  and complete copies of the  Registration  Statement
(including exhibits) together with each of its other reports to shareholders and
filings with the Commission for the year ended December 31, 1999 and through the
date of the  Closing,  RMFE has duly and timely  filed  (and will,  prior to the
Closing,  duly and timely file) all reports required to be filed by it under the
Securities Act of 1933, as amended ("33 Act") and the 34 Act  (collectively  the
"Federal  Securities Laws").  None of the foregoing reports nor any reports sent
to the  shareholders of RMFE contained any untrue  statement of material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements in such reports,  in light of the circumstances  under which
they were made, not misleading.

         3.08 BOARD  ACTION  During the period  from the date  hereof  until the
Closing,  there  shall not be taken any  action  by the  Board of  Directors  of
Comercis without the prior written consent of RMFE in each instance.

                 IV. REPRESENTATIONS AND WARRANTIES OF COMERCIS

         In order to induce RMFE to execute and perform this Agreement, Comercis
does hereby  represent,  warrant,  covenant  and agree  (which  representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         4.01  ORGANIZATION  AND GOOD STANDING  Comercis is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with full power and  authority to own or lease its  properties  and to
carry on its business as presently  being  conducted  and enter into and perform
each  of the  transactions,  covenants  and  agreements  provided  for  in  this
Agreement.

         4.02 EXECUTION AND PERFORMANCE  AUTHORIZED The execution,  delivery and
performance  of this  Agreement and all other  documents and related  agreements
contemplated hereunder,  have been duly approved by Comercis' board of directors

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and  shareholders;  such execution and delivery and the consummation by Comercis
of the transactions,  covenants and agreements  contemplated hereunder have been
duly authorized by the taking of all necessary  corporate action; and no further
action is required  to be taken by law and/or  pursuant  to the  certificate  of
incorporation,  by-laws or  otherwise of Comercis to  authorize  the  execution,
delivery and/or  performance of this Agreement,  and/or the taking of all action
required  to be  taken  by  Comercis  with  respect  to this  Agreement  and the
consummation of the transactions and performance of this Agreement and the other
agreements  contemplated  hereunder.  The  Agreement  and  the  other  documents
contemplated  hereunder,  are valid and  binding and fully  enforceable  against
Comercis in accordance with their respective terms,  subject,  as to enforcement
of remedies, to applicable bankruptcy,  insolvency,  reorganization,  moratorium
and other laws affecting the rights of creditors generally and the discretion of
courts in granting  equitable  remedies.  No consent,  authorization,  approval,
order,  license,  certificate,  or permit of or from, or  declaration  or filing
with, any federal, state, local, or other governmental authority or any court or
other  tribunal  is  required  by  Comercis  for  the  execution,  delivery,  or
performance of this Agreement and the other agreements referred to herein.

         4.03 ABSENCE OF LITIGATION There is no action,  lawsuit,  proceeding or
investigation  of any kind or nature  pending or, to its  knowledge,  threatened
against Comercis before any court,  tribunal or  administrative  agency or board
which it reasonably expects, individually or in the aggregate, to materially and
adversely:  (a) affect  the  solvency  of  Comercis,  (b) affect its  ability to
perform hereunder, or (c) render any one or more of this Agreement and/or any of
the agreements referred to herein and/or the transactions contemplated hereunder
void or voidable.

         4.04 NO OTHER DEFAULT The execution and delivery of this  Agreement and
the  other  agreements   referred  to  herein,   and  the  consummation  of  the
transactions contemplated hereunder will not conflict with or violate or require
any  consent  under  and  will  not  result  in any  breach  or  termination  of
certificate of incorporation  or by-laws of Comercis,  or any other agreement to
which  Comercis is a party or by which its properties are subject or by which it
is bound.  Comercis is not in violation of, or in default under, (i) any term or
provision of its constitutional  documents;  (ii) any material term or provision
or any financial covenant of any indenture,  mortgage,  contract,  commitment or
other  agreement or  instrument  to which it is a party or by which it or any or
its properties or business is or may be bound or affected; or (iii) any existing
applicable law, rule, regulation,  judgment, order or decree of any governmental
agency or court, domestic or foreign,  having jurisdiction over it or any of its
properties  or  business.   Comercis   owns,   possesses  or  has  obtained  all
governmental  and  other  licenses,  permits,   certifications,   registrations,
approvals or consents and other authorizations necessary to own or lease, as the
case may be, and to  operate  its  properties  and to conduct  its  business  or
operations as presently  conducted and all such governmental and other licenses,
permits,   certifications,   registrations,   approvals,   consents   and  other
authorizations  are  outstanding  and  in  good  standing,   and  there  are  no
proceedings pending or, to the best of its knowledge,  threatened,  or any basis
therefor existing, seeking to cancel, terminate or limit such licenses, permits,

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certifications,  registrations,  approvals  or  consents or  authorizations,  or
related  to the  breach or failure  to comply of  Comercis  with any law,  rule,
regulation, judgment, order or decree;

         4.05 PERMITS AND FILINGS  Except for the filing of the  Certificate  of
Merger,  there is no  requirement  applicable  to  Comercis  to make any further
filing with, or to obtain any permit, authorization, consent or approval of, any
governmental  or  other  regulatory  authority  as a  condition  of  the  lawful
consummation of the transactions contemplated under this Agreement.

         4.06 CORPORATE  DOCUMENTS  Comercis has furnished to RMFE true, correct
and complete  copies of its  certificate  of  incorporation,  by-laws and minute
book, and a certificate of good standing from the State of Delaware dated within
thirty (30) days of the Closing Date.  The minute book contains a record,  which
is complete  and  accurate in all  material  respects,  of all  meetings and all
corporate  actions  of the  shareholders  and Board of  Directors  of  Comercis.
Comercis is not in material  violation  or breach of, or in default with respect
to, (a) any term of its constitutional documents or any agreement to which it is
a party or by which its  assets  are bound,  or (b) any law,  rule,  regulation,
judgment,   order  or  decree  of  any  governmental   agency  or  court  having
jurisdiction over it or its assets.

         4.07  CAPITALIZATION  The authorized capital stock of Comercis consists
of  50,000,000  shares of common stock  ("Comercis  Stock") of which  21,452,712
shares are issued and outstanding  ("Outstanding Comercis Stock"). The shares of
Outstanding Comercis Stock are duly authorized,  validly issued, fully paid, and
nonassessable.  There are no commitments, plans, arrangements to issue, options,
warrants,  security,  or other rights calling for the issuance of, any shares of
capital stock or other  ownership  interest in Comercis or any security or other
instrument  convertible  into,  exercisable  for,  or for  capital  stock  of or
ownership  in Comercis  other than those  disclosed  in Schedule  4.07  attached
hereto.

         4.08 TAX AND OTHER LIABILITIES Comercis has no liability of any nature,
accrued,  absolute  or  contingent,   secured  or  unsecured  including  without
limitation  liabilities  for payroll and other employee taxes,  federal,  state,
local,  or foreign taxes or  liabilities  to customers or suppliers,  other than
liabilities  which are  reflected  on the  Financial  Statement.  Except for the
liabilities  included  on the  Financial  Statement,  as of  the  date  of  such
Financial  Statement,  Comercis had no liabilities,  either fixed or contingent,
which would have been required to be recorded under GAAP as of such date, and to
the knowledge of Comercis no such liabilities, other than liabilities arising in
the ordinary  course of business  and/or pursuant to this Agreement have accrued
and/or will accrue between such date and the Effective Time.  Comercis has filed
all federal, state, municipal and local tax returns (whether relating to income,
sales, franchise,  withholding, real or personal property or otherwise) required
to be filed under the laws of the United States and all applicable  states,  and
has paid in full all taxes which are due  pursuant to such returns or claimed to
be due by any taxing authority or otherwise due and owing. No penalties or other
charges  are or will  become  due with  respect  to the late  filing of any such
return. To the best of the knowledge of Comercis, after due investigation,  each

<PAGE>

such tax return heretofore filed by Comercis  correctly and accurately  reflects
the amount of its tax liability thereunder. Comercis has withheld, collected and
paid  all  other  levies,  assessments,  license  fees and  taxes to the  extent
required and, with respect to payments,  to the extent that the same have become
due and payable;

         4.09 LITIGATION AND CLAIMS There is no litigation,  arbitration, claim,
governmental or other proceeding (formal or informal),  or investigation pending
or, or to the knowledge of Comercis threatened,  with respect to Comercis or any
of its business,  properties,  or assets other than those  disclosed on Schedule
4.9 attached hereto.

         4.10 PROPERTIES As of the Effective Time, Comercis will have good title
to all  properties and assets used in its business or owned by it free and clear
of all liens,  claims,  mortgages,  security interests,  pledges,  charges,  and
encumbrances other than those disclosed on Schedule 4.10 attached hereto.

         4.11 CONTRACTS AND OTHER INSTRUMENTS  Comercis is not a party to nor it
or its assets bound by any agreement of any kind,  nature or description  except
as set forth in  Schedule  4.11  attached  hereto.  Comercis is not in breach or
violation of or default under any contract or instrument to which  Comercis is a
party and/or by which its assets are bound; and no event has occurred which with
the  lapse of time or  action  by a third  party  could  result  in a breach  or
violation of or default by Comercis  under any contract or other  instrument  to
which  Comercis  is a party  of by which it or any of its  assets  are  bound or
affected,  nor is there  any  court  or  regulatory  order  pending  against  or
affecting  Comercis  and/or any of its  assets.  Comercis  is not a party to any
agreement performable in the future

         4.12 EMPLOYEES  Comercis has no employees and no welfare  benefit plans
(as defined in Section 3(3) of the Employee  Retirement  Income  Security Act of
1974 ("ERISA") or otherwise of any kind, nature or description.

         4.13 PRE CLOSING  ACTIVITY  Comercis shall not enter into or consummate
any  transactions  prior to the  Closing  other than in the  ordinary  course of
business and will pay no dividend,  or increase the compensation of any officer,
director or employee and will not enter into any  transaction or agreement which
would adversely affects its financial condition.  Comercis shall deliver to RMFE
at or  prior  to the  Closing  copies  of any and all  reports  relating  to the
financial  and/or business  condition of Comercis which are created or published
subsequent to the date hereof together with any reports or  communications  sent
to the stockholders of Comercis subsequent to the date hereof.

         4.14  ACCURACY  No  statement,  representation  or  warranty  contained
herein,  in any  certificate  delivered  pursuant to this  Agreement,  or in any
report filed with the Securities Exchange Commission (the "Commission") contains
or will contain any untrue  statement  of a material  fact or omits to state any
material fact necessary to make such statement,  representation  or warranty not
misleading.
<PAGE>

         4.15 PURCHASE FOR INVESTMENT PURPOSES ONLY The shareholders of Comercis
are  acquiring  the RMFE Common  Stock as a result of the Merger for  investment
purposes only and not with the view to the resale or distribution  thereof. Each
of  the  shareholders  of  Comercis  is  an  "accredited   investor"  under  the
regulations  promulgated  under  the  33  Act  or  otherwise  meets  one  of the
definitions for persons entitled to acquire unregistered  securities pursuant to
an  exemption  from  registration  under the 33 Act.  Neither  Comercis  nor its
shareholders have received and/or relied upon any  representations or warranties
from  RMFE  other  than  those  contained  in this  Agreement  and the  attached
schedules or exhibits hereto.  Comercis  represents and warrants that it and its
shareholders  have such  knowledge  and  experience  in  financial  and business
matters as to be capable of evaluating the merits and risks of its investment in
RMFE Common Stock. Comercis and its shareholders understand and acknowledge that
the RMFE Common Stock has not been  registered  under the Act or under any state
securities act and are being issued to the shareholders of Comercis  pursuant to
an  exemption  from  registration  under the Act. The reliance by RMFE upon such
exemption is  predicated  upon the  representations  and  warranties of Comercis
contained herein. In this regard,  Comercis and its shareholders  understand and
agrees that there may be affixed to the certificates  representing the shares of
RMFE Common Stock acquired by the  shareholders  of Comercis  hereunder a legend
advising of the unregistered, restricted nature of the shares.

         4.16  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements  of  Comercis  contained  in  this  Agreement,   including,   without
limitation,  those contained in this Article IV, are true,  accurate and correct
in all  respects as of the date hereof and shall be true,  accurate  and correct
and complete,  in all respects,  as of the Closing;  and at the Closing Comercis
shall deliver to RMFE a certificate,  executed by the chief executive officer of
Comercis  remaking,   on  behalf  of  Comercis  each  of  the   representations,
warranties,  covenants and  agreements  set forth in this  Agreement,  including
without limitation, those set forth in this Article IV hereof.

                        V. COVENANTS AND OTHER AGREEMENTS

         5.01  CONDUCT  OF  BUSINESS  OF  COMERCIS  Except as  herein  expressly
provided to the  contrary or as otherwise  agreed to in writing by RMFE,  during
the period from the  execution of this  Agreement  until the earlier to occur of
the Effective  Time or the  termination  of this  Agreement as herein  provided,
Comercis will conduct its operations  according to its ordinary and usual course
of  business  and  consistent  with past  practice.  In this  regard,  except as
expressly  provided in this Agreement to the contrary or otherwise  agreed to by
RMFE in writing or as required by law or agreement,  Comercis will not,  between
the date of this Agreement and the earlier to occur of the Effective Time or the
termination of this Agreement as herein provided:
<PAGE>

(a)      Make or become obligated to make, any payment to any director, officer,
         employee, or agent;

(b)      Declare any dividend or make any other distribution to shareholders;

(c)      Incur any indebtedness for borrowed money except in the ordinary course
         of business;

(d)      Sell,  lease,  license,  encumber or dispose of any material portion of
         its properties or assets except in the ordinary course of business;

(e)      Expend  funds  for any  individual  capital  expenditure  in  excess of
         $25,0000 or aggregate capital expenditures in excess of $100,000;

(f)      Amend its certificate of incorporation or by-laws.

(g)      Change its business,  operations or financial condition,  or the manner
         of managing or conducting  its business and operations if such changes,
         if any, have a material adverse effect on such business,  operations or
         financial condition, taken as a whole;

(h)      Change  its  accounting  methods  or  practices   (including,   without
         limitation,  any change in depreciation,  amortization  and/or goodwill
         policies or rates);

(i)      Incur any  damage,  destruction  or loss  (whether  or not  covered  by
         insurance) which materially and adversely affects its assets, business,
         operations or financial condition; or

(j)      Waive or release any right or claim;

         5.02  TRANSACTION  COSTS AND EXPENSES Each of the parties  hereto shall
pay its own  respective  costs  incurred  in  connection  with this  transaction
including,  without limitation,  all legal,  accounting,  auditing and appraisal
fees in negotiating  and preparing this Agreement and in  consummating,  closing
and implementing the transactions contemplated hereby.

         5.03 SUBSEQUENT EVENTS Each of the parties hereto shall promptly advise
the other parties  hereto,  in writing of (a) the  occurrence of any event which
renders any of the  representations or warranties of such party set forth herein
inaccurate in any material respect,  and (b) the failure of such party to comply
with or accomplish,  in any material respect, any of the covenants or agreements
of such party set forth herein.


<PAGE>

         5.04     INDEMNITY

                  (a) Comercis  does hereby agree to indemnify and hold harmless
RMFE and its  employees,  officers,  directors  and  successors  against  and in
respect of any and all claims, suits, actions, proceedings (formal or informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys' fees and defense costs) as and when incurred  arising out
of or  based  upon any  breach  by  Comercis  of any  representation,  warranty,
covenant, or agreement of Comercis contained in this Agreement;

                  (b) RMFE does  hereby  agree to  indemnify  and hold  harmless
Comercis and its employees,  officers,  directors and successors  against and in
respect of any and all claims, suits, actions, proceedings (formal or informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys'  fees and costs of defense) as and when incurred  arising
out of or based upon any breach of any representation,  warranty,  covenant,  or
agreement of RMFE contained in this Agreement.

                  (c) The parties' respective  indemnity  obligations  hereunder
shall be subject to the following terms, limitations and conditions:

                           (i) A person claiming the right to indemnity coverage
         under this Section 5.04  ("indemnitee")  shall give the party from whom
         he or it seeks indemnity coverage  ("indemnitor")  prompt notice of the
         assertion of any indemnified  claim on the basis of which an indemnitee
         intends to seek  indemnification from an indemnitor as provided herein;
         provided,  however,  that  the  obligation  of an  indemnitor  shall be
         reduced for the failure to give timely  notice at any  particular  time
         only to the extent that the  indemnitor  has been  actually  prejudiced
         thereby;

                           (ii) The indemnitor  shall have the duty to zealously
         and  competently  defend,  with counsel  selected by  indemnitor  after
         consultation  with  the  primary  indemnitee,  any  matter  subject  to
         indemnity  coverage under  subparagraphs (a) or (b) of this section and
         to pay all  costs  of such  defense.  In any  case  where  indemnitor's
         obligation to provide a zealous  defense is  compromised by conflict of
         interest between itself and an indemnitee or between  indemnitees,  the
         indemnitor shall,  upon the request of an indemnitee,  provide separate
         legal  representation  to  obviate  the  conflict  of  interest.   When
         indemnitor  has  assumed  the  defense  obligations  of  this  section,
         indemnitor  shall  have the  right to settle  the  matter  without  the
         indemnitees'  consent,  provided  indemnitor in fact commits sufficient
         funds  to  satisfy  the  settlement  in  full.  In the  event  that  an
         indemnitor fails to defend as provided in this section,  any indemnitee
         shall  have  the  right  (but  not the  obligation)  to  select  and be
         represented  by  counsel  of  its  choice,  to  manage  its  own  legal
         representation  or  defense  and to  settle  any  claim,  debt or other
         indemnified  matter  hereunder,  and the indemnitor  shall be liable to
         such  indemnitee  for all  costs,  expenses,  damages  and  settlements
         incurred by such indemnitee;
<PAGE>

                           (iii)  With   respect  to  any  claim  for  which  an
         indemnitor  shall  indemnify any  indemnitee,  the indemnitor  shall be
         subrogated  to all rights of any  indemnitee  against any and all third
         parties up to the amount paid by indemnitor to  indemnitees  or set off
         by such indemnity against an indemnitor;

                           (iv) No  indemnitor  shall be liable for that portion
         of any  claim  for  which  an  indemnitee  actually  receives  from any
         insurance,  the defense, cost of defense or insurance proceeds covering
         such claim (the  deductible  pertaining to any such insurance shall not
         be considered to be insurance proceeds or cost of defense).

         5.05 RELATED  AGREEMENTS  Each of the parties shall execute and deliver
at Closing the related  agreements,  instruments  and  documents  specified  for
delivery  at  Closing  or the  Effective  Time in  Sections  6.02  and  6.03 and
elsewhere  in  this  agreement  or  in  a  related   agreement  to  which  each,
respectively, is a party.

         5.06  INSPECTION  At all  times  prior to the  Closing,  during  normal
business hours an upon  reasonable  notice,  each party will permit the other to
examine its books and records and the books and records of its subsidiaries,  to
discuss the same with such party's authorized  representative and to make copies
thereof and abstracts  there from. It is recognized  that each party may provide
the other with information (including, without limitation, information contained
in its books and records  and/or  pursuant to the  inspection  described  in the
preceding sentence) which is confidential or proprietary information. During the
period from the date hereof until the fourth annual  anniversary  of the Closing
(or the  termination of this Agreement if the Merger is abandoned) the recipient
of any such  information  shall  protect such  information  from  disclosure  to
persons,  other  than  members  of its own  organization  and  its  professional
advisers,  in the same manner as it protects its own confidential or proprietary
information from  unauthorized  disclosure,  and not use such information to the
competitive  detriment of the disclosing party. In addition if this Agreement is
terminated  for any  reason,  each party  shall  promptly  return or cause to be
returned  all  documents  or  other  written  records  of such  confidential  or
proprietary  information,  together  with all copies of such  writings  and,  in
addition,  shall either furnish or cause to be furnished,  or shall destroy,  or
shall  maintain with such  standard of care as is exercised  with respect to its
own  confidential  or  proprietary  information,  all copies of all documents or
other written  records  developed or prepared by such party on the basis of such
confidential  or proprietary  information.  No  information  shall be considered
confidential or proprietary if it is (a)  information  already in the possession
of the party to whom disclosure is made, (b)  information  acquired by the party
to whom disclosure is made from other sources,  or (c) information in the public
domain or  generally  available to  interested  persons or which at a later date
passes  into  the  public  domain  or  becomes  available  to the  party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.


<PAGE>

                                 VI. CONDITIONS

         6.01  CONDITIONS  TO  OBLIGATION  TO EFFECT THE  MERGER The  respective
obligations  of each  party to  consummate  the  Merger  shall be subject to and
conditioned  upon  the  satisfaction  at or  prior  to the  Closing  Date of the
following conditions:

                  (a) To the extent required by the Delaware GCL and/or Colorado
law or the party's certificate of incorporation or by-laws, shareholder approval
shall have been obtained;

                  (b) No statute,  rule,  regulation,  executive order,  decree,
temporary restraining order,  preliminary or permanent injunction or other order
issued by any  court or  competent  jurisdiction  or other  governmental  entity
preventing the consummation of the Merger shall be in effect; provided that each
of the parties  shall have used  reasonable  efforts to prevent the entry of any
such  injunction  or other  order and to  appeal as  promptly  as  possible  any
injunction or other order that may be entered;

                  (c)  There  shall not have  occurred  or been  discovered  any
material  breach or  inaccuracy  of any  representation  or warranty made by any
other party in this  Agreement,  and there shall not have  occurred any material
breach of any  covenant or  obligation  required by this  Agreement or by law to
have been performed by any other party prior to the Effective Time; and

                  (d)  Each  party  shall  have   received  all   documents  and
agreements required to be delivered to it at or before the Closing.

         6.02 COMERCIS'  OBLIGATIONS  AT CLOSING At the Closing,  Comercis shall
         deliver or cause to be delivered to RMFE, in form satisfactory to RMFE,
         the following:

         (a)      A true copy of the minutes of the meeting of  Comercis'  Board
                  of Directors  approving  the Plan of Merger and the Merger and
                  authorizing  the execution,  delivery and  performance of this
                  Agreement;

         (b)      A  certificate  of good  standing for Comercis  issued  within
                  thirty (30) days prior to the Closing Date by the Secretary of
                  State of Delaware;


         (c)      All other schedules, certificates and other documents required
                  by this  Agreement or by law to be delivered by Comercis on or
                  before Closing or the Effective Time; and

         (d)      A true copy of the notice of shareholders meeting and proof of
                  service  thereof upon all Comercis'  shareholders of record in
                  accordance  with the Delaware law together with the minutes of
                  the shareholder's  meeting evidencing  shareholder approval of
                  the Plan of Merger and the execution, delivery and performance
                  of this Agreement.
<PAGE>

         6.03 RMFE'S  OBLIGATIONS  AT CLOSING At or prior to the  Closing,  RMFE
shall  deliver or cause to be  delivered to Comercis,  in form  satisfactory  to
Comercis, the following:

         (a)      A true  copy of the  minutes  of the  meeting  of the Board of
                  Directors of RMFE  adopting the  Agreement  and Plan of Merger
                  and Merger.

         (b)      An opinion of counsel to  Comercis  reasonably  acceptable  to
                  RMFE with respect to such matters and in such form as shall be
                  reasonably requested by and acceptable to Comercis;

         (c)      All of the books and records of RMFE;

         (d)      A  certificate  of good standing for RMFE issued within thirty
                  (30) days prior to the Closing Date by the  Secretary of State
                  of Colorado; and

         (e)      All other schedules, certificates and other documents required
                  by this Agreement to be delivered by RMFE on or before Closing
                  or the Effective Time;


                                VII. ABANDONMENT

         7.01   ABANDONMENT  OF  MERGER  The  rights  and   obligations  of  the
Constituent  Corporations  under this Agreement may be terminated and the Merger
abandoned  prior to the Effective  Time by the mutual  agreement of the Board of
Directors of both of the Constituent Corporations.

                               VIII. MISCELLANEOUS

         8.01  BROKERAGE  FEES No party to this  Agreement  has  consented to or
authorized any broker or agent to act on its behalf, directly or indirectly,  as
a broker or finder  in  connection  with the  transaction  contemplated  by this
Agreement.  In the event any claim is made for a  broker's  or  finder's  fee in
connection with the transactions  contemplated hereunder,  the party responsible

<PAGE>

for retaining or securing said broker or finder shall be solely  responsible for
the  payment of any  broker's  or finder's  fees  incurred as a result  thereof.
Further,  the  responsible  party or parties  shall  indemnify the other parties
against any loss or liabilities by reason of such broker's or finder's fees.

         8.02  FURTHER  ACTIONS  At any time and from time to time,  each  party
agrees,  at its  expense,  to take such  actions and to execute and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

         a) RMFE  agrees that as soon as it is  practicable  after the merger is
         completed  it will take all steps  necessary  to increase the number of
         authorized  shares so that there will be sufficient  shares so that all
         outstanding options,  warrants, and convertible securities will be able
         to be exercised or converted into shares of RMFE.

         8.03  SURVIVAL  Except as otherwise  provided  herein,  the  covenants,
agreements,  representations,  and  warranties  contained in or made pursuant to
this   Agreement   shall  survive  the  Effective   Time  and  any  delivery  of
consideration at Closing or the Effective Time irrespective of any investigation
made by or on behalf of any party.

         8.04  MODIFICATION  This  Agreement  and the  related  instruments  and
agreements hereto set forth the entire understanding of the parties with respect
to the subject  matter  hereof,  supersede  all existing  agreements  among them
concerning such subject matter, and may be modified only by a written instrument
duly executed by all of the parties hereto.

         8.05 NOTICES All notices,  elections,  reports or other  correspondence
required  or  permitted  hereunder  shall be in writing  and deemed to have been
properly  given or  delivered  when mailed by  certified  mail,  return  receipt
requested,  postage prepaid,  delivered by overnight  express courier,  delivery
fees prepaid, or transmitted by fax with receipt confirmed, to the party to whom
directed at the below specified addresses:

If to RMFE:
                           Michael A. Littman, Esq.
                           7609 Ralston Road
                           Arvada, CO 80002

If to Comercis:
                           Chris Meaux, President and CEO
                           Comercis, Inc.
                           500 Nolen Drive
                           Suite 300
                           Southlake, Texas 76092

With a copy to:
                           Michael M. Kessler, Esq.
                           Comercis, Inc
                           500 Nolen Drive
                           Suite 300
                           Southlake, Texas 76092

<PAGE>

Any such notice  shall be deemed  given three days after  deposit with the mail,
one day  following  delivery  thereof to an  overnight  express  courier or upon
confirmation  of receipt when sent by fax. The address of a party may be changed
in accordance with the notice provisions of this section.

         8.06  WAIVER  Any waiver by any party of a breach of any  provision  of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement on one or more  occasions  will not be  considered a waiver,  or
deprive that party, of the right  thereafter to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

         8.07 BINDING EFFECT The  provisions of this Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns,  and in  addition  shall  inure to the  benefit of the
indemnitees  and their  respective  successors,  assigns,  heirs,  and  personal
representatives.

         8.08 NO THIRD-PARTY  BENEFICIARIES  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement (except as provided in Section 8.07).

         8.09 SEVERABILITY AND REFORMATION If any provision of this Agreement is
invalid,  illegal, or unenforceable,  the balance of this Agreement shall remain
in effect,  and if any provision is inapplicable to any person or  circumstance,
it shall nevertheless  remain applicable to all other persons and circumstances,
in either case unless the result thereof would preclude the  consummation in all
material  respects  of  the  Merger  contemplated  by  this  Agreement  and  the
associated  transactions  or result in an unjust  modification of the balance of
rights and  obligations  hereunder.  To the extent  provided in this section,  a
court having  jurisdiction  of a matter  involving  the  interpretation  of this
Agreement  shall be  authorized to reform this  Agreement to the minimum  extent
necessary to accomplish the objectives of this section.

         8.10 HEADINGS The headings of this Agreement are solely for convenience
of reference and shall be given no effect in the construction or  interpretation
of this Agreement.

         8.11 GOVERNING LAW To the extent permitted by law, this Agreement shall
be  governed  by and  construed  in  accordance  with the  laws of the  state of
Colorado  giving effect to conflict of laws. To the maximum extent  permitted by
law and  subject  to the  provisions  of  Section  8.14  hereof,  any  action or
proceeding initiated by any party to this Agreement, any indemnitee or any other

<PAGE>

person  claiming  rights under this Agreement shall be brought in an appropriate
state or federal  court in Denver  County,  Colorado,  and any  person  claiming
rights under this  agreement  consents to the  jurisdiction  and proper venue of
such forum.

         8.12 SEPARATE  COUNTERPARTS  This  Agreement may be executed in several
identical  counterparts,  each one of which shall be  considered an original and
all of which when taken together shall constitute but one instrument.

         8.13  INCORPORATION  OF RECITALS,  EXHIBITS AND  SCHEDULES  All related
instruments  and  agreements  executed in connection  herewith are  incorporated
herein by this reference and expressly made a part of this Agreement.

         8.14  ARBITRATION  Except  in cases  where the  remedy  of  preliminary
injunction is reasonably  sought by a party  because of the  irreparability  and
immediacy  of the harm  alleged to be caused or  threatened,  in the event there
shall arise any dispute or claim in law or equity  arising out of this Agreement
or any breach  thereof or any  resulting  transaction  between the parties under
this Agreement and if such dispute cannot be resolved through  negotiation,  the
parties  agree that such dispute  shall be submitted  to  arbitration  under the
rules and regulations of the American  Arbitration  Association  then obtaining.
The arbitration shall be held in Dallas, Texas before a single arbitrator.

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<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date of the day and year first above written.

                                      ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.

                                      By/s/Chris Meaux
                                        Chris Meaux, President

                                      COMERCIS, INC.

                                      By/s/Chris Meaux
                                      Chris Meaux, President


<PAGE>


Schedule 4.07   Capitalization

Provided


<PAGE>


Schedule 4.09  Litigation

Provided


<PAGE>


Schedule 4.10  Properties

Provided


<PAGE>


Schedule   4.11  Contracts

Provided