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               AGREEMENT AND PLAN OF REORGANIZATION



     THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 31st day

of October, 2000, among Pacific WebWorks, Inc., a Nevada corporation

("Pacific"); Logio, Inc., a Nevada corporation, any and all of its

subsidiaries (hereinafter collectively referred to as "Logio"). and its

shareholders (hereinafter "Shareholders").



     WHEREAS, the Board of Directors of Pacific and Logio have unanimously

approved the acquisition of Logio by Pacific;



     WHEREAS, this Plan is contingent upon approval of a majority of the Logio

Shareholders and such Shareholders by their approval agree to exchange Logio

shares in accordance with the terms of this Plan; and



     WHEREAS, this Plan is contingent upon registration of the common shares

to be issued in the exchange pursuant to the Securities Act of 1933.  Pacific

WebWorks agrees to file a registration statement of Form S-4 as soon as

possible upon the execution of this Plan.



     Pacific wishes to acquire all the issued and outstanding stock of Logio

for and in exchange for stock of Pacific, in a stock for stock transaction

intending to qualify as a tax-free exchange pursuant to Sectin 368(a)(1)(B)

of the Internal Revenue Code of 1986, as amended.  The parties intend for this

Plan to represent the terms and conditions of such tax-free reorganization,

which Plan the parties hereby adopt.



     NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, IT IS AGREED:



                            Section 1



                        Terms of Exchange



     1.1  Number of Shares.  Upon the execution hereof and approval by a

majority of the Logio shareholders the Shareholders of Logio agree to assign,

transfer, and deliver to Pacific, free and clear of all liens, pledges,

encumbrances, charges, restrictions or known claims of any kind, nature or

description, approximately 18,425,830 shares of Logio common stock which

represents 100% of the issued and outstanding stock of Logio, in exchange for

2,800,000 common shares of Pacific's stock, par value $.001 subject to the

provisions of this Plan.  Subsequent to the date hereof, the Shareholders

shall surrender all the Logio certificates to Pacific.  Upon the consummation

of the transaction contemplated herein, Logio shall be a wholly owned

subsidiary of Pacific.



     1.2  Anti-Dilution.  For all relevant purposes of this Plan, the number

of Pacific shares to be issued and delivered pursuant to this Plan, shall be

appropriately adjusted to take into account any stock split, stock dividend,

reverse stock split, recapitalization, or similar change in Pacific common

stock, which may occur between the date of the execution of this Plan and the

date of the delivery of such shares.



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     1.3  Further Assurances.  Subsequent to the execution hereof, and from

time to time thereafter, the Shareholders shall execute such additional

instruments and take such other action as Pacific may reasonably request in

order to more effectively sell, transfer and assign clear title and ownership

in the Logio Shares to Pacific.



                            Section 2



                          Closing Events



     2.1  Execution of Plan.  The execution of the Plan shall be completed at

the law office of Daniel W. Jackson, 525 South 300 East, Salt Lake City, Utah

on or before November 15, 2000 or at such other time or place as may be

mutually agreed upon by the parties.  The execution may also be accomplished

by wire, express mail or other courier service, conference telephone

communications or as otherwise agreed by the respective parties or their duly

authorized representatives.  Upon the execution of the Plan, each of the

respective parties hereto shall execute, acknowledge and deliver (or shall

cause to be executed, acknowledged, and delivered) any agreements,

resolutions, rulings, or other instruments required by this Plan to be so

delivered, together with such other items as may be reasonably requested by

the parties hereto and their respective legal counsel in order to effectuate

or evidence the transaction contemplated hereby by December 31, 2000



     2.2  Registration of Pacific Shares.  Upon the execution of the Plan as

outlined in Section 1.1 hereof, Pacific shall, as soon as practicable, file an

S-4 Registration Statement with the Securities and Exchange Commission to

cover the 2,800,000 shares issued pursuant to this agreement.



     2.3  Delivery of Certificates.  Once the Securities and Exchange

Commission has declared the Registration Statement effective the Shareholders

shall transfer to Pacific the shares of common stock of Logio listed opposite

their respective names on Exhibit A hereto (the "Logio Shares") in exchange

for shares of the common stock of Pacific as outlined above in Section 1.1

hereof (the "Pacific Stock").  All of such shares of Pacific Stock shall be

issued to the Shareholders of Logio, in the numbers shown opposite their

respective names in Exhibit A no later than 30 days after the registration

statement is declared effective.  The transfer of Logio Shares by the

Shareholders shall be effected by the delivery to Pacific of certificates

representing the transferred shares endorsed in blank or accompanied by stock

powers executed in blank, with all signatures guaranteed by a national bank

and with all necessary transfer taxes and other revenue stamps affixed and

acquired at the Shareholders' expense.



     2.4  Closing.  The closing shall be effected, as soon as practicable,

after all of the outlined conditions and transactions contained in Sections

1.1., 1.2 and 1.3 have been satisfied (the"Closing") .



                               -2-

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                            Section 3



       Representations, Warranties and Covenants of Pacific



     Pacific represents and warrants to, and covenants with, the Shareholders

and Logio as follows:



     3.1  Corporate Status.  Pacific is a corporation duly organized, validly

existing and in good standing under the laws of the State of  Nevada.  Pacific

has full corporate power and is duly authorized, qualified, franchised, and

licensed under all applicable laws, regulations, ordinances, and orders of

public authorities to own all of its properties and assets and to carry on its

business on all material respects as it is now being conducted, and there is

no other jurisdiction in which the character and location of the assets owned

by it, or the nature of the business transacted by it, requires qualification.

Included in the Pacific schedules (defined below) are complete and correct

copies of its Articles of Incorporation and Bylaws as in effect on the date

hereof.  The execution and delivery of this Plan does not, and the

consummation of the transactions contemplated hereby will not, violate any

provision of Pacific's Articles of Incorporation or Bylaws.  Pacific has taken

all action required by law, its Articles of Incorporation, its Bylaws, or

otherwise, to authorize the execution and delivery of this Plan.



     3.2  Capitalization.  The authorized capital stock of Pacific as of the

date hereof consists of 50,000,000 common shares, par value $.001.  As of the

date hereof there are 15,008,342 common shares of Pacific issued and

outstanding.  The foregoing shares constitute fully paid, non-assessable

shares.



     3.3  Options, Warrants and Rights.  Pacific has entered into stock option

and warrant contracts with key employees, directors, consultants and investors

for an equity interest in Pacific and the resulting issuance of shares

pursuant to certain agreements.  As of October 15, 2000, Pacific has options

outstanding to purchase 1,122,735 shares of its common stock and warrants to

purchase 1,250,000 common shares to certain persons pursuant to various

agreements attached hereto as Exhibit B.



     3.4  Financial Statements.



          (a)  Pacific hereby warrants and covenants to Logio that the

reviewed financial statements for the period ended September 30, 2000 and

audited financial statements for the years ended December 31, 1999 and 1998,

fairly and accurately represent the financial condition of Pacific and that

the same will be prepared along with the period ended as of the date of

Closing, for consolidation, which shall be prepared in accordance with

generally accepted accounting principles consistently applied, on or before

the expiration of forty-five days from the date of execution of the Plan.

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