EXHIBIT 10.7

AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
THE REGISTRANT AND ARIANNE CO.

AGREEMENT AND PLAN OF REORGANIZATION

BETWEEN

ARIANNE CO.

AND

ONE COMMERCE CORPORATION

TABLE OF CONTENTS

1. Plan of Reorganization . . . . . . . . . . . . . . . . . . . . .1

2. Exchange of Shares . . . . . . . . . . . . . . . . . . . . . . .1

3. Pre-Closing events . . . . . . . . . . . . . . . . . . . . . . .2

4. Exchange of Securities . . . . . . . . . . . . . . . . . . . . .2

5. Other Events Occurring at Closing. . . . . . . . . . . . . . . .2

6. Delivery of Shares . . . . . . . . . . . . . . . . . . . . . . .4

7. Representations of OCC Stockholders. . . . . . . . . . . . . . .4

8. Representations of OCC . . . . . . . . . . . . . . . . . . . . .4

9. Representations of ACO and Xxxx. . . . . . . . . . . . . . . . .6

10. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

11. Conditions Precedent to the Obligations of OCC . . . . . . . . .8

12. Conditions Precedent to the Obligations of ACO . . . . . . . . .9

13. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 10

14. Nature and Survival of Representations . . . . . . . . . . . . 10

15. Documents at Closing . . . . . . . . . . . . . . . . . . . . . 11

16. Finder's Fees. . . . . . . . . . . . . . . . . . . . . . . . . 12

17. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . 12

Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Exhibit A - OCC Stockholder Schedule
Exhibit B - Amendment to Articles of Incorporation
Exhibit C - Investment Letter

(i)

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (hereinafter the "Agreement")
is entered into effective as of this 17th day of March 1999, by and among
Arianne Co., a Nevada corporation (hereinafter "ACO"); Xxxx X. Xxxx, a
shareholder of ACO (hereinafter "Xxxx"); One Commerce Corporation, a Texas
corporation (hereinafter "OCC"), and the owners of the outstanding shares of
common stock of OCC (hereinafter the "OCC Stockholders").

RECITALS:

WHEREAS, the OCC Stockholders own all of the issued and outstanding
common stock of OCC (the "OCC Common Stock"). ACO desires to acquire the OCC
Common Stock solely in exchange for voting common stock of ACO, making OCC a
wholly-owned subsidiary of ACO; and

WHEREAS, the OCC Stockholders (as set forth on Exhibit "A" to be
delivered on or before Closing) desire to acquire voting common stock of ACO
in exchange for the OCC Common Stock, as more fully set forth herein.

NOW THEREFORE, for the mutual consideration set out herein and other
good and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties agree as follows:

AGREEMENT

1. PLAN OF REORGANIZATION. It is hereby agreed that the OCC Common
Stock shall be acquired by ACO in exchange solely for ACO common voting stock
(the "ACO Shares"). It is the intention of the parties hereto that all of the
issued and outstanding shares of capital stock of OCC shall be acquired by
ACO in exchange solely for ACO common voting stock and that this entire
transaction qualify as a corporate reorganization under Section 368(a)(1)(B)
and/or Section 351 of the Internal Revenue Code of 1986, as amended, and
related or other applicable sections thereunder.

2. EXCHANGE OF SHARES. ACO and OCC Stockholders agree that on the
Closing Date or at the Closing as hereinafter defined, the OCC Common Stock
shall be delivered at Closing to ACO in exchange for the ACO Shares, after
giving effect to a 1.8 for 1 forward stock split (the "ACO Forward Stock
Split") as to all presently outstanding shares of ACO common stock, as
follows:

(a) At Closing, ACO shall, subject to the conditions set forth herein,
issue an aggregate of 14,545,000 shares of ACO common stock (after giving
effect to the ACO Forward Stock Split) for immediate delivery to the OCC
Stockholders in exchange for ACO Shares. The 14,545,000 shares shall be
inclusive of shares reserved for issuance upon exercise of options granted by
ACO to optionholders of OCC at Closing, if any, in exchange for existing OCC
options as set forth on Exhibit "A".

(b) Each OCC Stockholder shall execute this Agreement or a written
consent to the exchange of their OCC Common Stock for ACO Shares.

(c) Unless otherwise agreed by ACO and OCC this transaction shall close
only in the event ACO is able to acquire at least 80% of the outstanding OCC
Common Stock; however, it is the intent of the parties to have ACO acquire
all of the OCC Common Stock.

3. PRE-CLOSING EVENTS. The Closing is subject to the completion of the
following:

(a) ACO shall have authorized 50,000,000 shares of $.001 par value
common stock and at Closing shall amend its Articles of Incorporation to
authorize 500,000 shares of $.001 par value preferred stock. The preferred
stock shall be subject to issuance in such series and with such rights,
preferences and designations as determined in the sole discretion of the
board of directors.

(b) ACO shall have received 4,958,333 shares for cancellation leaving
it with 416,666 shares outstanding and shall have then effectuated the ACO
Forward Stock Split at or about the Closing, and shall have 750,000 shares of
its common stock issued and outstanding and no other shares of capital stock
issued or outstanding.

(c) ACO shall demonstrate to the reasonable satisfaction of OCC that it
has no material assets and no liabilities contingent or fixed.

4. EXCHANGE OF SECURITIES. As of the Closing Date each of the
following shall occur:

(a) All shares of OCC Common Stock issued and outstanding on the
Closing Date shall be exchanged for the ACO Shares (up to an aggregate amount
of 14,545,000 ACO Shares to be delivered at Closing). All such outstanding
shares of OCC Common Stock shall be deemed, after Closing, to be owned by
ACO. The holders of such certificates previously evidencing shares of OCC
Common Stock outstanding immediately prior to the Closing Date shall cease to
have any rights with respect to such shares of OCC Common Stock except as
otherwise provided herein or by law;

(b) Any shares of OCC Common Stock held in the treasury of OCC
immediately prior to the Closing Date shall automatically be canceled and
extinguished without any conversion thereof and no payment shall be made with
respect thereto;

(c) The 750,000 shares of ACO common stock previously issued and
outstanding prior to the Closing, after giving effect to the ACO Forward
Split, will remain outstanding.

5. OTHER EVENTS OCCURRING AT CLOSING. At Closing, the following shall
be accomplished:

(a) ACO shall file an amendment to its Articles of Incorporation with
the Secretary of State of the State of Nevada in substantially the form
attached hereto as Exhibit "B" effecting an amendment to its Articles of
Incorporation to reflect (1) a name change, (2) authorize 500,000 shares of
preferred stock, and (3) to put of record the ACO Forward Stock Split as set
forth in the attached Exhibit "B".

(b) The resignation of the existing ACO sole officer and director and
appointment of new officers and directors as directed by OCC.

(c) ACO shall have completed a limited offering under Regulation D,
Rule 504, as promulgated by the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, as amended, of 1,600,000 shares of its
common stock at $.50 per share. The gross proceeds of this offering (the
"ACO Financing") shall be $800,000, which amount, less agreed upon costs,
shall be delivered to the control of new management of ACO at Closing in good
funds or shall be represented by the conversion of previous loans to OCC
arranged for by Baytree. The ACO Financing shall have been completed in
compliance with all applicable state and federal securities laws and the
securities sold shall be delivered at Closing to the investors in the ACO
Financing. Persons who have loaned money to OCC, if any, up to $800,000,
shall be given the opportunity to convert the principal of said loans to the
purchase of shares in the limited offering prior to Closing upon the same
terms as other investors in the limited offering.

(d) It is recognized by the parties hereto that OCC entered into an
agreement, including all amendments thereto (the "Baytree Agreement") dated
March 5, 1999, with Baytree Capital Associates, LLC ("Baytree") wherein
Baytree agreed to identify a public company to be involved in a "reverse
merger" with OCC, and that ACO is the public company agreed to by Baytree and
OCC. Under said Baytree Agreement, at Closing of the transactions described
herein, ACO shall issue 20,000 shares of its common stock (after given effect
to the ACO Forward Stock Split) to Baytree. These shares are deemed to be
covered by the defined term "ACO Shares" as set forth herein for purposes of
all representations and warranties of ACO and the legal opinion given on behalf
of ACO herein. Out of the proceeds of the ACO Financing (as further defined
herein) there shall be paid at Closing, a non-accountable expense allowance
of $10,000 to Baytree and the fees and reasonable disbursements of Acquiror's
legal counsel not to exceed $35,000.00 (to be paid from the proceeds of the
ACO Financing). Furthermore, ACO recognizes and hereby assumes, at Closing,
the obligations of OCC set forth in the Baytree Agreement including the
obligation to register shares of its common stock issued to Baytree hereunder
at the request of Baytree in accordance with the express terms and conditions
of said Baytree Agreement including "Piggyback" registration rights.

(e) ACO shall issue 85,000 shares of its common stock to X.X. Xxxxxx,
Inc.

6. DELIVERY OF SHARES. On or as soon as practicable after the Closing
Date, OCC will use its best efforts to cause the OCC Stockholders to
surrender certificates for cancellation representing their shares of OCC
Common Stock, against delivery of certificates representing the ACO Shares
for which the shares of OCC Common Stock are to be exchanged at Closing.

7. REPRESENTATIONS OF OCC STOCKHOLDERS. Each OCC Stockholder hereby
represents and warrants each only as to its own OCC Common Stock, effective
this date and the Closing Date as follows:

(a) Except as may be set forth in Exhibit "A", the OCC Common Stock is
free from claims, liens, or other encumbrances, and at the Closing Date said
OCC Stockholder will have good title and the unqualified right to transfer
and dispose of such OCC Common Stock.

(b) Said OCC Stockholder is the sole owner of the issued and
outstanding OCC Common Stock as set forth in Exhibit "A";

(c) Said OCC Stockholder has no present intent to sell or dispose of
the ACO Shares and is not under a binding obligation, formal commitment, or
existing plan to sell or otherwise dispose of the ACO Shares.

8. REPRESENTATIONS OF OCC. OCC hereby represents and warrants as
follows, which warranties and representations shall also be true as of the
Closing Date:

(a) Except as noted on Exhibit "A", the OCC Stockholders listed on the
attached Exhibit "A" are the sole owners of record and beneficially of the
issued and outstanding common stock of OCC.

(b) OCC has no outstanding or authorized capital stock, warrants,
options or convertible securities other than as described in the OCC
Financial Statements or on Exhibit "A", attached hereto.

(c) The unaudited financial statements as of and for the periods ended
December 31, 1997 and 1998, which have been (or will be prior dissemination
of an Information Statement by ACO) delivered to ACO (hereinafter referred to
as the "OCC Financial Statements") are complete and accurate and fairly
present the financial condition of OCC as of the dates thereof and the
results of its operations for the periods covered. There are no material
liabilities or obligations, either fixed or contingent, not disclosed in the
OCC Financial Statements or in any exhibit thereto or notes thereto other
than contracts or obligations in the ordinary course of business; and no such
contracts or obligations in the ordinary course of business constitute liens
or other liabilities which materially alter the financial condition of OCC as
reflected in the OCC Financial Statements. OCC has good title to all assets
shown on the OCC Financial Statements subject only to dispositions and other
transactions in the ordinary course of business, the disclosures set forth
therein and liens and encumbrances of record. The OCC Financial Statements
have been prepared in accordance with generally accepted accounting
principles consistently applied (except as may be indicated therein or in the
notes thereto) and fairly present the financial position of OCC as of the
dates thereof and the results of its operations and changes in financial
position for the periods then ended.

(d) Since the date of the OCC Financial Statements, there have not been
any material adverse changes in the financial position of OCC except changes
arising in the ordinary course of business, which changes will in no event
materially and adversely affect the financial position of OCC.

(e) OCC is not a party to any material pending litigation or, to its
best knowledge, any governmental investigation or proceeding not reflected
in the OCC Financial Statements, and to its best knowledge, no material
litigation, claims, assessments or any governmental proceedings are
threatened against OCC.

(f) OCC is in good standing in its jurisdiction of incorporation, and
is in good standing and duly qualified to do business in each jurisdiction
where required to be so qualified except where the failure to so qualify
would have no material negative impact on OCC.

(g) OCC has (or, by the Closing Date, will have filed) all material
tax, governmental and/or related forms and reports (or extensions thereof)
due or required to be filed and has (or will have) paid or made adequate
provisions for all taxes or assessments which have become due as of the
Closing Date.

(h) OCC has not materially breached any material agreement to which it
is a party. OCC has previously given ACO copies or access thereto of all
material contracts, commitments and/or agreements to which OCC is a party
including all relationships or dealings with related parties or affiliates.

(i) OCC has no subsidiary corporations except as described in writing
to ACO.

(j) OCC has made all material corporate financial records, minute
books, and other corporate documents and records available for review to
present management of ACO prior to the Closing Date, during reasonable
business hours and on reasonable notice.

(k) The execution of this Agreement does not materially violate or
breach any material agreement or contract to which OCC is a party and has
been duly authorized by all appropriate and necessary corporate action under
Texas of other applicable law and OCC, to the extent required, has obtained
all necessary approvals or consents required by any agreement to which OCC is
a party.

(l) All disclosure information regarding OCC which is to be set forth
in disclosure documents of ACO or otherwise delivered to ACO by OCC for use
in connection with the transaction (the "Acquisition") described herein is
true, complete and accurate in all material respects.

9. REPRESENTATIONS OF ACO AND XXXX. ACO, and Xxxx to the best of his
knowledge, hereby jointly and severally represent and warrant as follows,
each of which representations and warranties shall continue to be true as of
the Closing Date:

(a) As of the Closing Date, the ACO Shares, to be issued and delivered
to the OCC Stockholders hereunder will, when so issued and delivered,
constitute, duly authorized, validly and legally issued shares of ACO common
stock, fully-paid and nonassessable. ACO shall have completed its forward
stock split wherein each holder of ACO Shares shall have received 1.8 shares
of the ACO Shares for each one ACO Share previously held. The total number of
ACO shares of common stock outstanding shall be 750,000.

(b) ACO has the corporate power to enter into this Agreement and to
perform its respective obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the board of directors of ACO. The execution and
performance of this Agreement will not constitute a material breach of any
agreement, indenture, mortgage, license or other instrument or document to
which ACO is a party and will not violate any judgment, decree, order, writ,
rule, statute, or regulation applicable to ACO or its properties. The
execution and performance of this Agreement will not violate or conflict with
any provision of the Articles of Incorporation or by-laws of ACO.

(c) ACO has delivered to OCC (or shall deliver prior to Closing) a true
and complete copy of its audited financial statements for the years ended
December 31, 1996, 1997, and 1998 (the "ACO Financial Statements"). The ACO
Financial Statements are complete, accurate and fairly present the financial
condition of ACO as of the dates thereof and the results of its operations
for the periods then ended. There are no material liabilities or obligations
either fixed or contingent not reflected therein. The ACO Financial
Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as may be
indicated therein or in the notes thereto) and fairly present the financial
position of ACO as of the dates thereof and the results of its operations and
changes in financial position for the periods then ended.

(d) Since December 31, 1998, there have not been any material adverse
changes in the financial condition of ACO except with regard to disbursements
to pay reasonable and ordinary expenses in connection with maintaining its
corporate status and pursuing the matters contemplated in this Agreement.
Prior to Closing, all accounts payable and other liabilities of ACO shall be
paid and satisfied in full and ACO shall have no liabilities either
contingent or fixed.

(e) ACO is not a party to or the subject of any pending litigation,
claims, or governmental investigation or proceeding not reflected in the ACO
Financial Statements or otherwise disclosed herein, and there are no
lawsuits, claims, assessments, investigations, or similar matters, to the
best knowledge of Xxxx, threatened or contemplated against or affecting ACO,
its management or its properties.

(f) ACO is duly organized, validly existing and in good standing under
the laws of the State of Nevada; has the corporate power to own its property
and to carry on its business as now

being conducted and is duly qualified to do business in any jurisdiction
where so required except where the failure to so qualify would have no
material negative impact on it.

(g) ACO has filed all federal, state, county and local income, excise,
property and other tax, governmental and/or related returns, forms, or
reports, which are due or required to be filed by it prior to the date
hereof, except where the failure to do so would have no material adverse
impact on ACO, and has paid or made adequate provision in the ACO Financial
Statements for the payment of all taxes, fees, or assessments which have or
may become due pursuant to such returns or pursuant to any assessments
received. ACO is not delinquent or obligated for any tax, penalty, interest,
delinquency or charge.

(h) There are no existing options, calls, warrants, preemptive rights
or commitments of any character relating to the issued or unissued capital
stock or other securities of ACO, except as contemplated in this Agreement.

(i) The corporate financial records, minute books, and other documents
and records of ACO have been made available to OCC prior to the Closing and
shall be delivered to new management of ACO at Closing.

(j) ACO has not breached, nor is there any pending, or to the knowledge
of management, any threatened claim that ACO has breached, any of the terms
or conditions of any agreements, contracts or commitments to which it is a
party or by which it or its assets are is bound. The execution and
performance hereof will not violate any provisions of applicable law or any
agreement to which ACO is subject. ACO hereby represents that it has no
business operations or material assets and it is not a party to any material
contract or commitment other than appointment documents with its transfer
agent, and that it has disclosed to OCC all relationships or dealings with
related parties or affiliates.

(k) ACO common stock is currently approved for quotation on the OTC
Bulletin Board under the symbol "ARAN" and there are no stop orders in effect
with respect thereto.

(l) All information regarding ACO which has been provided to OCC or
otherwise disclosed in connection with the transactions contemplated herein,
is true, complete and accurate in all material respects. ACO and Xxxx
specifically disclaim any responsibility regarding disclosures as to OCC, its
business or its financial condition.

10. CLOSING. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing is expected to take place on or about
March 30, 1999, but no later than April 6, 1999, unless extended by mutual
consent of all parties hereto. The "Closing Date" of the transactions
described herein (the "Acquisition"), shall be that date on which all
conditions set forth herein have been met and the ACO Shares are issued in
exchange for the OCC Common Stock.

11. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF OCC. All obligations of
OCC under this Agreement are subject to the fulfillment, prior to or as of
the Closing and/or the Closing Date, as indicated below, of each of the
following conditions:

(a) The representations and warranties by or on behalf of Xxxx and ACO
contained in this Agreement or in any certificate or document delivered
pursuant to the provisions hereof shall be true in all material respects at
and as of the Closing and Closing Date as though such representations and
warranties were made at and as of such time.

(b) ACO shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and
delivered all documents required by this Agreement to be performed or
complied with or executed and delivered by it prior to or at the Closing.

(c) On or before the Closing, the board of directors, and shareholders
representing a majority interest the outstanding common stock of ACO, shall
have approved in accordance with applicable state corporation law the
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein.

(d) On or before the Closing Date, ACO shall have delivered to OCC
certified copies of resolutions of the board of directors and shareholders of
ACO approving and authorizing the execution, delivery and performance of this
Agreement and authorizing all of the necessary and proper action to enable
ACO to comply with the terms of this Agreement including the election of
OCC's nominees to the Board of Directors of ACO and all matters outlined
herein.

(e) The Acquisition shall be permitted by applicable law and ACO shall
have sufficient shares of its capital stock authorized to complete the
Acquisition.

(f) At Closing, the existing sole officer and director of ACO shall
have resigned in writing from all positions as director and officer of ACO
effective upon the election and appointment of the OCC nominees.

(g) At the Closing, all instruments and documents delivered to OCC and
OCC Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for OCC.

(h) The shares of restricted ACO capital stock to be issued to OCC
Stockholders and in the ACO Financing at Closing will be validly issued,
nonassessable and fully-paid under Delaware corporation law and will be
issued in compliance with all federal, state and applicable corporation and
securities laws.

(i) OCC and OCC Stockholders shall have received the advice of their
tax advisor, if deemed necessary by them, as to all tax aspects of the
Acquisition.

(j) OCC shall have received all necessary and required approvals and
consents from required parties and its shareholders.

(k) ACO shall have completed the ACO Financing.

(l) At the Closing, ACO shall have delivered to OCC an opinion of its
counsel dated as of the Closing to the effect that:

(i) ACO is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;

(ii) This Agreement has been duly authorized, executed and
delivered by ACO and is a valid and binding obligation of ACO enforceable
in accordance with its terms;

(iii) ACO through its board of directors and stockholders has taken
all corporate action necessary for performance under this Agreement;

(iv) The documents executed and delivered by ACO to OCC and OCC
Stockholders hereunder are valid and binding in accordance with their terms
and vest in OCC Stockholders, as the case may be, all right, title and
interest in and to the ACO Shares to be issued pursuant to the terms
hereof, and the ACO Shares when issued will be duly and validly issued,
fully-paid and nonassessable;

(v) ACO has the corporate power to execute, deliver and perform
under this Agreement;

(vi) Legal counsel for ACO is not aware of any liabilities, claims
or lawsuits involving ACO;

12. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACO. All obligations of
ACO under this Agreement are subject to the fulfillment, prior to or at the
Closing, of each of the following conditions:

(a) The representations and warranties by OCC and OCC Stockholders
contained in this Agreement or in any certificate or document delivered
pursuant to the provisions hereof shall be true in all material respects at
and as of the Closing as though such representations and warranties were made
at and as of such time.

(b) OCC shall have performed and complied with, in all material
respects, all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing;

(c) OCC shall deliver on behalf of the OCC Stockholders a letter commonly
known as an "Investment Letter," signed by each of said shareholders, in
substantially the form attached

hereto as Exhibit "C", acknowledging that the ACO Shares are being acquired
for investment purposes.

(d) OCC shall deliver an opinion of its legal counsel to the effect
that:

(i) OCC is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and is
duly qualified to do business in any jurisdiction where so required except
where the failure to so qualify would have no material adverse impact on
OCC;

(ii) This Agreement has been duly authorized, executed and
delivered by OCC.

(iii) The documents executed and delivered by OCC and OCC
Stockholders to ACO hereunder are valid and binding in accordance with
their terms and vest in ACO all right, title and interest in and to the OCC
Common Stock, which stock is duly and validly issued, fully-paid and
nonassessable.

13. INDEMNIFICATION. For a period of one year from the Closing, ACO and
Xxxx agree to jointly and severally indemnify and hold harmless OCC, and OCC
agrees to indemnify and hold harmless ACO and Xxxx, at all times after the
date of this Agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident to any of the
foregoing, resulting from any material misrepresentations made by an
indemnifying party to an indemnified party, an indemnifying party's breach of
covenant or warranty or an indemnifying party's nonfulfillment of any
agreement hereunder, or from any material misrepresentation in or omission
from any certificate furnished or to be furnished hereunder.

14. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive
the Closing and the consummation of the transactions contemplated hereby for
one year from the Closing. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement and not upon any investigation upon which it might have made or any
representation, warranty, agreement, promise or information, written or oral,
made by the other party or any other person other than as specifically set
forth herein.

15. DOCUMENTS AT CLOSING. At the Closing, the following documents
shall be delivered:

(a) OCC will deliver, or will cause to be delivered, to ACO the following:

(i) a certificate executed by the President and Secretary of OCC
to the effect that all representations and warranties made by OCC under
this Agreement are true and correct as of the Closing, the same as though
originally given to ACO on said date;

(ii) a certificate from the jurisdiction of incorporation of OCC
dated at or about the Closing to the effect that OCC is in good standing
under the laws of said jurisdiction;

(iii) Investment Letters in the form attached hereto as Exhibit "C"
executed by each OCC Stockholder;

(iv) such other instruments, documents and certificates, if any, as
are required to be delivered pursuant to the provisions of this Agreement;

(v) certified copies of resolutions adopted by the shareholders
and directors of OCC authorizing this transaction; and

(vi) all other items, the delivery of which is a condition precedent
to the obligations of ACO as set forth herein.

(vii) the legal opinion required by Section 12(d) hereof.

(b) ACO will deliver or cause to be delivered to OCC:

(i) stock certificates representing the ACO Shares to be issued as
a part of the stock exchange as described herein;

(ii) a certificate of the President of ACO, to the effect that all
representations and warranties of ACO made under this Agreement are true
and correct as of the Closing, the same as though originally given to OCC
on said date;

(iii) certified copies of resolutions adopted by ACO's board of
directors and ACO's Stockholders authorizing the Acquisition and all
related matters described herein;

(iv) certificate from the jurisdiction of incorporation of ACO
dated at or about the Closing Date that ACO is in good standing under the
laws of said state;

(v) opinion of ACO's counsel as described in Section 11(1) above;

(vi) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement;

(vii) resignation of the existing officer and director of ACO;

(viii) all corporate and financial records of ACO; and

(ix) all other items, the delivery of which is a condition
precedent to the obligations of OCC, as set forth in Section 12 hereof.

16. FINDER'S FEES. ACO, represents and warrants to OCC, and OCC
represents and warrants to ACO that neither of them, or any party acting on
their behalf, has incurred any liabilities, either express or implied, to any
"broker" of "finder" or similar person in connection with this Agreement or
any of the transactions contemplated hereby other than the arrangements
described in Section 5(d) hereof. In this regard, ACO, on the one hand, and
OCC on the other hand, will indemnify and hold the other harmless from any
claim, loss, cost or expense whatsoever (including reasonable fees and
disbursements of counsel) from or relating to any such express or implied
liability other than as disclosed herein.

17. MISCELLANEOUS.

(a) FURTHER ASSURANCES. At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.

(b) WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

(d) NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
by prepaid first class registered or certified mail, return receipt requested.

(e) HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

(f) COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

(g) GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.

(h) BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

(i) ENTIRE AGREEMENT. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed
upon or understood in the transaction.

There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.

(j) TIME: Time is of the essence.

(k) SEVERABILITY. If any part of this Agreement is deemed to be
unforseeable the balance of this Agreement shall remain in full force and
effect.

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

ARIANNE CO.

By: /s/ Xxxx X. Xxxx
----------------------------------
Xxxx X. Xxxx, President

/s/ Xxxx X. Xxxx
--------------------------------------
Xxxx X. Xxxx, Individually

ONE COMMERCE CORPORATION

By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx, President

STOCKHOLDERS OF ONE COMMERCE
CORPORATION

/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx

/s/ Xxx Xxxxxx
-----------------------------------
Xxx Xxxxxx

/s/ Xxxx Xxxxx Xxxxx
-----------------------------------
Xxxx Xxxxx Xxxxx

EXHIBIT "A"

TO AGREEMENT AND PLAN OF REORGANIZATION

LIST OF OCC STOCKHOLDERS

Shareholder of OneCommerce as of 3/15/99

Total Shs Shs
Name Address # Qty. Date One Comm Arianne Co

1. Xxx Xxxxxx 0000 Xxxxx Xxx Xxx xxxxxxx, Xx 00000 31 18000 11/27/97 5,002,200 4,573,697
Xxx Xxxxxx 0000 Xxxxx Xxx Xxx xxxxxxx, Xx 00000 32 2547000 10/1/98
2. Xxxxxxx Galtan 00000 Xxxxxxxxx xxxx #0000 Xxx Xxxxxxx, Xx. 00000 33 45000 10/31/98 45,000 41,145
3. Xxxxxxxx X. Xxxxxx 00000 Xxxxxxxxx xxxx #000 Xxx Xxxxxxx, Xx. 00000 34 45000 10/31/98 45,000 41,145
4. Xxxxxxxx X. Galtan 16500 Xxxxxxxxx pass #1402 Xxx Xxxxxxx, Xx. 00000 35 45000 10/31/98 45,000 41,145
5. Xxxx Mongolls 000 Xxxxxxxx Xxx. Xxxxxxxxx, Xxx. 00000 36 93798 10/31/98 93,798 85,763
6. Xxxxxx Xxxxxxxxx 000 Xxxxx Xxxxx Xx. Xxxxx, Xxx. 00000 37 42678 10/31/98 71,874 65,717
7. Xxxx X. Xxxxx Xxx Xxxxx Xx. Xxxx, Xxx. 00000 38 202104 10/31/98 1,644,732 1,503,839
8. Xxxxxxx Duncovick 000 Xxxxxxx Xxx. Xxxxxxxx, Xxx. 00000 39 90090 10/31/98 90,090 82,370
9. Xxxxx Xxxx 0000 Xxxxxxx Xx. Xxxxxxxx, Xxx. 00000 40 213462 10/31/98 333,252 304,705
10. Xxxx Gagilardo 0000 Xxxxxxx Xxxx Xx. Xxxxxxxx, Xxx. 00000 41 257868 10/31/98 437,868 400,355
11. Xxxxx X. Xxxxxxx 0000 Xxxxxxx Xx. Xxxxxxx, Xx 00000 42 90000 10/31/98 90,000 82,291
Xxx Xxxxxx 0000 Xxxxx Xxx Xxx xxxxxxx, Xx 00000 43 585000 12/31/98
12. Xxxxx Xxxxxxx 000 XX 00 X. Xxx Xxxxxxxxx, Xx 00000 44 4725000 12/31/98 7,106,400 6,497,644
Xxxxx Xxxxxxx 000 XX 00 X. Xxx Xxxxxxxxx, Xx 00000 45 2381400 00/00/00
Xxxx X. Xxxxx Xxx Xxxxx Xx. Xxxx, Xxx 00000 46 1058400 12/31/98
Xxx Xxxxxx 0000 Xxxxx Xxx Xxx xxxxxxx, Xx 00000 47 1852200 12/31/98
Xxxxx X. Xxxx 2424 Lincoln St. Evenston, Ill. 60201 48 119790 1/15/99
Xxxx Xxxxxxxxx 000 Xxxxx Xxxxx Xx. Xxxxx, Xxx. 00000 49 29196 1/15/99
Xxxx X. Xxxxx One Xxxxx St. Golf Ill. 60029 50 45000 1/15/99
Xxxx Gagilardo 0000 Xxxxxxx Xxxx Xx. Xxxxxxxx, Xxx. 00000 51 180000 0/00/00
Xxxx X. Xxxxx Xxx Xxxxx Xx. Golf Ill. 60029 52 45000 1/15/99
Xxxx X. Xxxxx One Xxxxx St. Golf Ill. 60029 53 294228 3/1/99
13. Xxxxxx X. Xxxxxxx X/X Xxxxx Xxxxx Xxx Xxxxx Xxxxxxxxx Xxxxxx 00 000000 3/15/99 300,096 274,380
Twr.A 000 Xxxxxxx Xx. 00xx Xx. Xxx Xxxx, X.X. 00000
14. Xxxxx X. Xxxxxx 00000 Xxxxx Xxxxxxxxx Xxx. Suite 219 55 300096 3/15/99 300,096 274,380
Pinebrook, Ft. Xxxxx, Xxx. 00000 -------- ---------- ----------
15605406 15,605,406 14,268,600

ratio .914336993

EXHIBIT "B"

To Agreement and Plan of Reorganization

FORM OF AMENDMENT TO ARTICLES OF INCORPORATION

CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
ARIANNE CO.

Pursuant to the applicable provisions of the Nevada Business
Corporations Act, Arianne Co. (the "Corporation") adopts the following
Articles of Amendment to its Articles of Incorporation:

FIRST: The present name of the Corporation is Arianne Co.

SECOND: The following amendments, to its Articles of Incorporation
were adopted by the board of directors and by majority consent of
shareholders of the Corporation in the manner prescribed by applicable law.

(1) The Article entitled ARTICLE I - NAME, is amended to read as follows:

ARTICLE I - NAME

The name of the corporation shall be: One E-Commerce Corporation

(2) The Article entitled ARTICLE IV - STOCK, is amended to read as
follows:

ARTICLE IV STOCK

COMMON. The aggregate number of common shares which this Corporation
shall have authority to issue is 50,000,000 shares of Common Stock having a
par value of $.001 per share. All common stock of the Corporation shall be of
the same class, common, and shall have the same rights and preferences.
Fully-paid common stock of this Corporation shall not be liable to any
further call or assessment.

PREFERRED. The Corporation shall be authorized to issue 500,000 shares
of Preferred Stock having a par value of $.001 per share and with such
rights, preferences and designations determined by the board of directors.

THIRD: The Corporation has effectuated, effective with the
commencement of business on Wednesday, March 31, 1999, a 1.8 to 1 forward
stock split as to its shares of common stock outstanding as of the opening of
business on Tuesday, March 30, 1999, which increases the outstanding shares
as of that date from 416,666 shares to 750,000 shares. The reverse split
shall not change the number of shares of Common Stock authorized for issuance
by the Corporation.

FOURTH: The number of shares of the Corporation outstanding and
entitled to vote at the time of the adoption of said amendment was 5,375,000.

FIFTH: The number of shares voted for such amendments was 5,294,400
(98.5%) and no shares were voted against such amendment.

DATED this ___ day of March, 1999.

ARIANNE CO.

By:
------------------------------------
Xxxx X. Xxxx, President/Secretary

VERIFICATION

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

The undersigned being first duly sworn, deposes and states: that the
undersigned is the President of Arianne Co., that the undersigned has read the
Certificate of Amendment and knows the contents thereof and that the same
contains a truthful statement of the Amendment duly adopted by the board of
directors and stockholders of the Corporation.

------------------------------------
Xxxx X. Xxxx, President

STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )

Before me the undersigned Notary Public in and for the said County and
State, personally appeared the President and Secretary of Arianne Co., a
Nevada corporation, and signed the foregoing Articles of Amendment as her
own free and voluntary acts and deeds pursuant to a corporate resolution for
the uses and purposes set forth.

IN WITNESS WHEREOF, I have set my hand and seal this ___ day of March,
1999.

------------------------------------
NOTARY PUBLIC

Notary Seal:

EXHIBIT "C"

TO AGREEMENT AND PLAN OF REORGANIZATION

FORM OF INVESTMENT LETTER

INVESTMENT LETTER

TO THE BOARD OF DIRECTORS OF ARIANNE CO. ("CORPORATION")

The undersigned hereby represents to the Corporation, that (1) the
shares of the Corporation's common stock (the "Securities") which are being
acquired by the undersigned are being acquired for his own account and for
investment and not with a view to the public resale or distribution thereof;
(2) the undersigned will not sell, transfer or otherwise dispose of the
securities except in compliance with the Securities Act of 1933, as amended
(the "Act"); and (3) he is aware that the Securities are "restricted
securities" as that term is defined in Rule 144 or the General Rules and
Regulations under the Act.

The undersigned acknowledges that he has been afforded access to
disclosure documents and information regarding the Corporation as requested
by the undersigned.

The undersigned further acknowledges that he has had an opportunity to
ask questions of and receive answers from duly designated representatives of
the Corporation concerning the terms and conditions pursuant to which the
Securities are being purchased. The undersigned acknowledges that he has been
afforded an opportunity to examine such documents and other information which
he has requested for the purpose of verifying the information set forth in
the documents referred to above.

The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.

The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions
for the most part are set forth in Rule 144. The Rule permits sales of
"restricted securities" upon compliance with the requirements of such Rule.
If the Rule is available to the undersigned, the undersigned may make only
routine sales of securities, in limited amounts, in accordance with the terms
and conditions of that Rule.

The Company is the only person which may register its Securities under
the Act and it currently is not contemplating registering any of its
Securities. Furthermore, the Company has not made any representations,
warranties or covenants to the undersigned regarding registration of the
Securities or compliance with any exemption under the Act.

By reason of my knowledge and experience in financial and business
matters in general, and investments in particular, I am capable of
evaluating the merits and risks of an investment by me in the Securities.

I am capable of bearing the economic risks of an investment in the
Securities. I fully understand the speculative nature of the Securities.

My present financial condition is such that I am under no present or
contemplated future need to dispose of any portion of the Securities to
satisfy any existing or contemplated undertaking, need, or indebtedness.

Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefor, shall bear
the following legend, which the undersigned has read and understands:

The shares represented by this Certificate have not been registered under
the Securities Act of 1933 (the "Act") and are "restricted securities" as
that term is defined in Rule 144 under the Act. The shares may not be
offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act or pursuant to an exemption
from registration under the Act, the availability of which is to be
established to the satisfaction of the Company.

The undersigned further agrees that the Corporation shall have the right
to issue stop-transfer instructions to its transfer agent and acknowledges
that the Corporation has informed the undersigned of its intention to issue
such instructions.

Very truly yours,

--------------------------------------

Date: ______________, 1999

Document Metadata

Table of Contents

EXHIBIT 10.7

Document Metadata