AGREEMENT


         For and in consideration of mutual benefits,  detriments, and promises,
the parties  hereto,  Comercis,  Inc.  (CI),  a Delaware  corporation  and Rocky
Mountain Financial Enterprises, Inc. (RMFE), a Colorado corporation,  recite and
agree as follows:

     a.  Comercis,  Inc.  wishes to purchase  control  shares of Rocky  Mountain
Financial Enterprises, Inc.

     b.  Comercis,   Inc.  intends  to  merge  with  Rocky  Mountain   Financial
Enterprises, Inc.


                                    ARTICLE I

                                  SUBSCRIPTION

         1.1 Comercis,  Inc. concurrently herewith is subscribing for 17,862,376
shares of common stock for a total payment of $305,000 of which  $200,000  shall
be paid within five days after date hereof. If the first subscription payment is
not made as required, then this Agreement shall be null and void.

     1.2 Comercis,  Inc. further is concurrently  executing two promissory notes
for the  balance of  $105,000.00  for which  payment  shall be made on or before
December 20, 2000.


                                   ARTICLE II

                             PAYMENT OF DEBTS & FEES

         2.1 RMFE and CI agree that the  following  payments  shall be paid from
the first payment of $200,000:

         a. $75,000 consulting fees to National Multifamily Housing Corp.

         b. $62,500 consulting fees to Rocky Mountain Financial Network.

         c. $62,500 to Michael Littman, Esq. as and for attorney's fees.

In addition RMFE and CI agree that CI shall

     a. Assume the current debt of RMFE totaling approximately $70,000 as is set
forth in Schedule 1 attached  hereto and  incorporated  by  reference  as though
fully set forth herein, and;


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         b. CI shall  execute a promissory  note for $11,500  payable to Michael
Littman, Esq. due December 20, 2000, as for attorneys fees and consulting fees a
copy of which is attached hereto as "Exhibit A" and incorporated by reference as
though fully set forth herein, and;

         c. CI shall  execute a second  promissory  note for $23,500  payable to
Mark Urich in release of all claims and notes due  December  20, 2000, a copy of
which is attached hereto as "Exhibit B" and  incorporated by reference as though
fully set forth herein.


                                   ARTICLE III

         Representations, Warranties and Covenants of Sellers as to RMFE

RMFE hereby represents, warrants and covenants to Buyer as follows:

         3.1 RMFE is a corporation duly organized,  validly existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Amendments and Bylaws
of RMFE,  copies  of which  have  been  delivered  to Buyer,  are  complete  and
accurate, and the minute books of RMFE, copies of which have also been delivered
to Buyer,  contain 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 RMFE.

         3.2 The authorized  capital stock of RMFE consists of 20,000,000 shares
of  common  stock.  There  are  1,875,056  shares of  Common  Stock  issued  and
outstanding.  All such shares of capital stock of RMFE are validly issued, fully
paid and  nonassessable.  RMFE has no outstanding  options,  warrants,  or other
rights to purchase,  or subscribe to, or other  securities  convertible  into or
exchangeable  for  any  shares  of  capital  stock  of  RMFE,  or  contracts  or
arrangements  of any kind  relating  to the  issuance,  sale or  transfer of any
capital stock or other equity securities of RMFE. All of the outstanding  shares
of  capital  stock of RMFE have been  offered,  issued,  sold and  delivered  in
compliance  with applicable  federal and state  securities laws and none of such
securities were, at the time of issuance, subject to preemptive rights.

         3.3 RMFE does not own nor has it ever owned any  outstanding  shares of
capital  stock or other equity  interests  of any  partnership,  joint  venture,
trust,  corporation,  limited liability company or other entity and there are no
obligations of RMFE to repurchase, redeem or otherwise acquire any capital stock
or equity interest of another entity.

         3.4 This  Agreement  has been duly  authorized,  validly  executed  and
delivered  on  behalf  of the  RMFE and is a valid  and  binding  agreement  and
obligation of the RMFE enforceable  against each Seller,  jointly and severally,
and  against  RMFE in  accordance  with its  terms,  subject to  limitations  on
enforcement  by general  principles  of equity and by  bankruptcy  or other laws
affecting the enforcement of creditors' rights generally, and the RMFE each have
complete  and  unrestricted  power  to enter  into  and,  upon  the  appropriate
approvals as required by law, to consummate  the  transactions  contemplated  by
this Agreement.


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         3.5  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by RMFE will  conflict  with or  result in a breach or  violation  of the
Articles of  Incorporation  or Bylaws of RMFE, or of any material  provisions of
any indenture, mortgage, deed of trust or other material agreement or instrument
to which  RMFE is a party or by which it or any of its  material  properties  or
assets  are bound,  or of any  material  provision  of any law,  statute,  rule,
regulation,  or any existing applicable decree,  judgment or order by any court,
federal or state regulatory body,  administrative  agency, or other governmental
body having jurisdiction over RMFE, or any of its material properties or assets,
or will result in the creation or  imposition  of any material  lien,  charge or
encumbrance  upon any material  property or assets of RMFE pursuant to the terms
of any  agreement or instrument to which RMFE is a party or by which RMFE may be
bound or to which any of RMFE property is subject and no event has occurred with
which lapse of time or action by a third party could result in a material breach
or violation of or default by RMFE.

         3.6  There  is  no  claim,  legal  action,  arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Sellers  threatened  against or relating to RMFE or affecting any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental authority to which RMFE is a
party or by which RMFE or its assets, properties,  business or capital stock are
bound.

         3.7 RMFE has accurately prepared and filed all Federal, state and other
tax returns required by law,  domestic and foreign,  to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the  financial  statements  of RMFE for all current  taxes and other  charges to
which RMFE is subject and which are not currently  due and payable.  None of the
Federal  income tax returns of RMFE have been  audited by the  Internal  Revenue
Service or other foreign  governmental tax agency.  RMFE has no knowledge of any
additional assessments, adjustments or contingent tax liability (whether federal
or state)  pending or threatened  against RMFE for any period,  nor of any basis
for any such assessment, adjustment or contingency.

         3.8 RMFE has  delivered to Buyer  audited  financial  statements  dated
December 31, 1999. All such statements,  herein sometimes called "RMFE Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial  statements,  present fairly the financial position
and results of  operations  of RMFE for the  periods  indicated.  All  financial
statements  of RMFE have been  prepared in accordance  with  generally  accepted
accounting principles.

     3.9 RMFE hereby  represents and warrants that all outstanding  indebtedness
of RMFE is as shown on the financial statements.

         3.10 Since the dates of the RMFE Financial  Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of  RMFE.  RMFE  does  not  have  any  liabilities,  commitments  or
obligations,  secured or unsecured except as shown on Schedule A attached hereto
(whether accrued, absolute, contingent or otherwise).


<PAGE>


     3.11 RMFE is not a party to any  contract  performable  in the future.  The
representations  and  warranties of the RMFE shall be true and correct as of the
date hereof.

     3.12 RMFE has delivered to Buyer,  all of its  corporate  books and records
for review.

         3.13     RMFE has no employee benefit plan in effect at this time.

         3.14 No  representation  or warranty by RMFE in this Agreement,  or any
certificate  delivered  pursuant  hereto  contains  any  untrue  statement  of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

         3.15 RMFE has  delivered,  to Buyer true and  correct  copies of a Form
10SB declared  effective by the Securities and Exchange  Commission  ("SEC") and
each of its other reports to shareholders  filed with the SEC for the year ended
December 31, 1999.  RMFE is a registered  company under the Securities  Exchange
Act of 1934, as amended.

         3.16 RMFE has duly filed all  reports  required to be filed by it under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended (the "Federal Securities Laws"). No such reports, or any reports sent
to the shareholders of RMFE generally 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 report,  in light of the  circumstances
under which they were made, not misleading.

         3.17 RMFE has conducted no business in the last two years to date,  has
incurred no liabilities except as shown on the financial  statements and accrued
as a result of this  Agreement and has no contract or open account  affiliations
whatsoever.


                                   ARTICLE IV

                              Procedure for Closing

         4.1 At the Closing  Date,  the  subscription  shall be  effective  with
common stock  certificates  of RMFE being delivered duly executed for 17,862,376
shares of common stock to CI and the delivery of $200,000 for disbursement  from
the  Escrow  with  M.A.  Littman,  Esq.,  together  with  delivery  of all other
notes,agreements,  schedules,  warranties, and representations set forth in this
Agreement.

                                    ARTICLE V

                           Conditions Precedent to the
                          Consummation of the Agreement

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:


<PAGE>


         5.1 RMFE shall have performed and complied with all of its  obligations
hereunder  which are to be complied  with or  performed on or before the Closing
Date and RMFE and CI shall provide one another at the Closing with a certificate
to the effect that such party has  performed  each of the acts and  undertakings
required to be  performed  by it on or before the Closing  Date  pursuant to the
terms of this Agreement.

         5.2 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         5.3 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for CI.

         5.4  The  representations  and  warranties  made  by  parties  in  this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by CI or (2)  events  or  changes  (which  shall  not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of RMFE during or arising after the date of this Agreement.)

         5.6 No change in the management or directors nor exercise of control of
RMFE may occur  until the  Notice  required  by  Section  14f of the  Securities
Exchange Act has been  complied  with,  in no event shall this be longer than 11
days from the signing of this agreement.

                                   ARTICLE VI

                                  Miscellaneous

         6.1 This Agreement  embodies the entire agreement  between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         6.2 To  facilitate  the  execution  of this  Agreement,  any  number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.


<PAGE>


         6.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     6.4 This  Agreement  may not be amended  except by written  consent of both
parties.

         6.5  Any  notices,   requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, prepaid, addressed as follows:

To Sellers:       Rocky Mountain Financial Enterprises, Inc.
                  c/o M.A. Littman
                  7609 Ralston Road
                  Arvada, CO  80002

To:               Comercis, Inc.
                  500 Nolen Dr., Suite 300
                  Southlake, TX  76092
                  Attn:  Chris Meaux

Copy to: Michael M. Kessler, Esq. at the same address as for Comercis, Inc.

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         6.6 No press release or public statement will be issued relating to the
transactions  contemplated by this Agreement  without prior approval of parties.
However,  RMFE may issue at any time any press release or other public statement
it  believes  on the  advice of its  counsel it is  obligated  to issue to avoid
liability  under the law  relating to  disclosures,  but the party  issuing such
press  release or public  statement  shall make a reasonable  effort to give the
other party prior notice of and  opportunity  to  participate in such release or
statement.

         6.7 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be  considered  one and
the same agreement. This Agreement may be executed by facsimile signatures.

         6.8 This  Agreement  shall be governed by and  construed in  accordance
with  and  enforced  under  the  laws of the  state of  Colorado  applicable  to
agreements made and to be performed entirely in that state.

         6.9 CI and RMFE agree that in the event of merger,  CI shall not effect
any reverse split of  outstanding  shares for a period of eighteen  months after
date  hereof.  If this  covenant  is  breached,  it shall  cause a vesting  of a
purchase  right of shares  at $.01 per  share  for a number  of shares  for each
shareholder as of October 2, 2000 inversely proportional to the reverse split.


<PAGE>



IN WITNESS  WHEREOF,  the parties have executed this Agreement this _____ day of
__________________________, 2000.

                   Rocky Mountain Financial Enterprises, Inc.


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



                             Comercis, Inc.


                             -----------------------------------------------
                             By: Chris M. Meaux, CEO and President