AGREEMENT between IMPERIAL  INVESTMENTS NEVADA,  INC.  ("IMPERIAL") and
PACIFIC ACQUISITION CORPORATION (the "Company").

          WHEREAS  The  Company  is a  development  stage  company  that  has no
specific  business plan and intends to merge,  acquire or otherwise combine with
an unidentified company (the "Business Combination");

          WHEREAS  IMPERIAL is a shareholder of the Company and desires that the
Company locate a suitable target company for a Business Combination;

          WHEREAS  the Company  desires  that  Imperial  assist it in locating a
suitable target company for a Business Combination;

          NOW THEREFORE, it is agreed:

              1.00  ACTIONS BY IMPERIAL. IMPERIAL agrees to assist in:

          1.01 The  preparation  and filing  with the  Securities  and  Exchange
Commission of a registration statement on Form 10-SB for the common stock of the
Company;

     1.02 The location and review of potential  target  companies for a business
combination and the introduction of
potential candidates to the Company;

     1.03 The preparation and filing with the Securities and Exchange Commission
of all  required  filings  under the  Securities  Exchange Act of 1934 until the
Company enters into a business combination;

     2.00 PAYMENT OF THE COMPANY  EXPENSES.  IMPERIAL agrees to pay on behalf of
the Company all corporate, organizational and other costs incurred or accrued by
the Company until effectiveness of a business combination.  IMPERIAL understands
and agrees that it will not be reimbursed  for any payments made by it on behalf
of the Company.

     3.00  INDEPENDENT  CONSULTANT.  IMPERIAL  is not  now,  and  shall  not be,
authorized to enter into any agreements,  contracts or  understandings on behalf
of the Company and  IMPERIAL is not,  and shall not be deemed to be, an agent of
the Company.

     4.00 USE OF OTHER  CONSULTANTS.  The  Company  understands  and agrees that
IMPERIAL intends to work with consultants, brokers, bankers, or others to assist
it in locating business  entities  suitable for a business  combination and that
IMPERIAL may share with such consultants or others, in its sole discretion,  all
or any  portion  of its  stock  in the  Company  and may make  payments  to such
consultants from its own resources for their services. The Company shall have no
responsibility for all or any portion of such payments.

     5.00 IMPERIAL  EXPENSES.  IMPERIAL  will bear its own expenses  incurred in
regard to its actions under this agreement.

     6.00 ARBITRATION.  The parties hereby agree that any and all claims (except
only for requests for injunctive or other  equitable  relief)  whether  existing
now, in the past or in the future as to which the parties or any  affiliates may
be adverse parties,  and whether arising out of this agreement or from any other
cause,  will  be  resolved  by  arbitration  before  the  American   Arbitration
Association within the State of Nevada.

     7.00 COVENANT OF FURTHER ASSURANCES.  The parties agree to take any further
actions  and to execute  any  further  documents  which may from time to time be
necessary or appropriate to carry out the purposes of this agreement.

     8.00 EFFECTIVE DATE. The effective date of this agreement is as of March 6,
2000.

     IN WITNESS WHEREOF, the parties have approved and executed this agreement.



 IMPERIAL INVESTMENTS NEVADA, INC.

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   President

   Pacific Acquisition CORPORATION

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   President