REORGANIZATION  AND STOCKPURCHASE AGREEMENT ("Agreement"), dated August 30, 1999
(the  "Effective  Date"),  by  and among Powerhouse International Corporation, a
Nevada corporation (hereinafter called "Powerhouse")) and Asia Pacific Co., LTD,
a  Niue  corporation  (hereinafter  "APC")

                                   WITNESSETH

     WHEREAS, the Shareholders Asia Pacific Co., LTD ("the Shareholders") desire
to sell 100% of the Shares of the ownership interests of APC (the "APC Shares"),
on  the terms and conditions set forth in this Reorganization and stock Purchase
Agreement  (hereinafter  called  "Agreement")

     WHEREAS, Powerhouse desires to issue and sell up to an aggregate of 690,000
of  its  Common  Stock  (the  "Powerhouse  Shares")  to the Shareholders for the
transfer  of  the APC Shares to Powerhouse on the terms and conditions set forth
in  the  Agreement.

     NOW  THEREFORE,  in  consideration  of  the  premises and respective mutual
agreements,  convenants,  representations and warranties herein contained, it is
agreed  between  the  parties  hereto  as  follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

1.1     Sale  of  the  APC  Shares.
At  the Closing, subject to the terms and conditions herein set fort, and on the
basis  of  the  representations, warranties and agreements herein contained, the
Shareholders  shall  sell  Powerhouse,  and  Powerhouse  shall purchase from the
Shareholders,  the  APC  Shares.

1.2     Sale  of  the  Powerhouse  Common  Stock.
At the Closing, subject to the terms and conditions herein set forth, and on the
basis  of  the  representations,  warranties  and  agreements  herein contained,
Powerhouse  shall  sell  to the Shareholders and the Shareholders shall purchase
from  Powerhouse  the  Powerhouse  Shares.

1.3     Instruments  of  Conveyance  and  Transfer.
At the Closing, the Shareholders shall deliver certificates representing the APC
Shares  to  and  registered  in  the  Shareholder's  name, in form and substance
satisfactory  to  Powerhouse  as  shall  be  effective to vest in Powerhouse all
right,  title  and  interest  in  and to all of the APC Shares.  At the Closing,
Powerhouse  shall  deliver  certificates  representing  an aggregate of at least
690,000  shares  of  common  stock  of  Powerhouse,  a  public  Company.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

2.1     Representations  and  Warranties
To  induce  Powerhouse  to  enter  into  this  Agreement  and  to consummate the
transactions  contemplated hereby, the Shareholders represent and warrant, as of
the  date  hereof  and  as  of  the  Closing,  as  follows:

2.1.1     Authority  of  APC
     The Directors of APC have the full right, power and authority to enter into
this  Agreement  and  to  carry  out and consummate the transaction contemplated
herein.  This  Agreement  constitutes the legal, valid and binding obligation of
the  Shareholders.

2.1.2     Existence  of  APC
APC  is a Niue Corporation duly organized, validly existing and in good standing
under  the  laws  of the Country of Niue.  It has all requisite corporate power,
franchises, licenses, permits and authority to own its properties and assets and
to  carry  on its business as it has been and is being conducted.  It is in good
standing  in  each  state, nation or other jurisdiction in each state, nation or
other  jurisdiction wherein the character of the business transacted by it makes
such  qualification  necessary.

2.1.3     Capitalization  of  APC.
The  authorized  owner  interest  of APC consists of 10,000,000 Shares of Common
Stock of which 6,900,000 are issued and outstanding.  No other shares of PAC are
issued and outstanding.  All of the issued and outstanding Shares have been duly
and  validly issued in accordance and compliance with all applicable laws, rules
and  regulations  and  are  fully paid and on assessable.  There are no options,
warrants,  rights,  calls,  commitments, plans, contracts or other agreements of
any  character granted or issued by APC which provide for the purchase, issuance
or  transfer  of  any  Shares of the ownership interest of APC nor are there any
outstanding  securities  granted  or issued by APC that are convertible into any
Shares  of  the ownership securities of APC, and none is authorized.  APC is not
obligated  or  committed  to  purchase,  redeem  or otherwise acquire any of its
equity.  All  presently  exercisable voting rights in APC are vested exclusively
in  its  outstanding  Shareholders interests, each share of which is entitled to
one vote on every matter to come before it's shareholders, and other than as may
be  contemplated  by  this Agreement, there are no voting trusts or other voting
arrangements  with  respect  to  any  of  APC's  Shareholders  interests.

2.1.4     Subsidiaries
"Subsidiary"  or  "Subsidiaries"  means  all corporations, trusts, partnerships,
associations,  joint  ventures  or  other  Persons, as defined below, of which a
corporation  or  any  other  Subsidiary  of  such corporation owns not less than
twenty  percent  (20%) of the voting securities or other equity or of which such
corporation  or  any other Subsidiary of such corporation possesses, directly or
indirectly,  the  power  to  direct or cause the direction of the management and
policies,  whether  through  ownership of voting Shares, management contracts or
otherwise.  "Person"  means  any  individual,  corporation,  trust, association,
partnership,  proprietorship,  joint  venture  or  other  entity.  There  are no
Subsidiaries  of  APC.

2.1.5     Execution  of  Agreement
The  execution  and delivery of this Agreement does not, and the consummation of
the  transactions  contemplated  hereby  will  not:  (a) violate, conflict with,
modify  or  cause  any  default  under or acceleration of (or give any party any
right  to  declare any default or acceleration upon notice or passage of time or
both),  in  whole or in part, any charter, bylaw, mortgage, lien, deed of trust,
indenture,  lease,  agreement,  instrument, order, injunction, decree, judgment,
law3  or  any  other restriction of any kind to which either the Shareholders or
APC are a party or by which either of them or any of their properties are bound;
(b)  result in the creation of any security interest, lien, encumbrance, adverse
claim,  proscription  or  restriction  on  any  property  asset  (whether  real,
personal, mixed, tangible or intangible), right, contract, agreement or business
of  the  Shareholders  or  APC;  (c)  violate any law, rule or regulation of any
federal  or  state  regulatory  agency;  or  (d)  permit  any  federal  or state
regulatory agency to impose any restrictions or limitations of any nature on the
Shareholders  or  APC  or  any  of  their  respective  actions.

2.1.6     Taxes.  Except  as  specifically  set  forth  in  Attachment  "A":

2.1.6.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with  respect  to  APC which have become due and payable on the date hereof have
been  paid  in  full  or  adequately reserved against by APC, (including without
limitation,  income,  property,  sales,  use,  franchise, capital stock, excise,
added  value,  employees'  income  withholding, social security and unemployment
taxes), and all interest and penalties there on with respect to the periods then
ended  and  for  all  periods  thereto;

2.1.6.2
The  consummation  of  the  transactions contemplated by this Agreement will not
result  in the imposition of any additional taxes on or assessments against APC.

2.1.6.3
The  consummation  of  the  transactions contemplated by this Agreement will not
result  in the imposition of any additional taxes on or assessments against APC.

2.1.7     Disputes  and  Litigation.
Except as specifically set forth in attachment "B", attached hereto, there is no
suit,  action,  litigation,  proceeding,  investigation,  claim,  complaint,  or
accusation  pending,  threatened  against  or  affecting  APC  or  any  of  its
properties,  assets  or  business  or  to  which APC is a party, in any court or
before  any  arbitrator  of  any  kind  or  before or by any governmental agency
(including,  without  limitation,  any  federal,  state, local, foreign or other
governmental  department, commission, board, bureau, agency or instrumentality),
and  there  is  no  basis  for  such  suit,  action,  litigation,  proceeding
investigation,  claim,  complaint,  or  accusation;  9b)  there is no pending or
threatened  change in any environmental, zoning or building laws, regulations or
ordinances  which affect or could affect APC or any of its properties, assets or
businesses;  and   there  is  no  outstanding  order,  writ, injunction, decree,
judgment  or  award  by  any  court,  arbitrator or governmental body against or
affecting  APC  or  any  of  its  properties,  assets  or business.  There is no
litigation, proceeding, investigation, claim, complaint or accusation, formal or
informal,  or  arbitration  pending,  or any of the aforesaid threatened, or any
contingent  liability  which  would give rise to any right of indemnification or
similar right on the part of any director or officer of APC or any such person's
heirs,  executors  or  administrators  as  against  APC.

2.1.8     Compliance  with  laws.
Except  as  specifically set forth in Attachment "C", APC has at all times been,
and  presently  is,  in full compliance with, and has not received notice of any
claimed  violation  of,  any applicable federal, state, local, foreign and other
laws,  rules  and  regulations.  APC  has  filed  all returns, reports and other
documents  and  furnished  all information required or requested by any federal,
state,  local  or  foreign  governmental  agency  and  all such returns, reports
documents  and  information are true and complete in all respects.  All permits,
licenses,  orders,  franchises  and  approvals  of  all federal, state, local or
foreign governmental or regulatory bodies required of APC for the conduct of its
business  have been obtained, no violations are or have been recorded in respect
of any such permits, licenses, orders, franchises and approvals, and there is no
litigation,  proceeding,  investigation,  arbitration,  claim,  complaint  or
accusation,  formal or informal, pending or threatened, which may revoke, limit,
or  question  the  validity,  sufficiency  or  continuance  of  any such permit,
license,  order  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  APC.

2.1.9     Guaranties
Except  as  specifically  set forth in Attachment "D" APC has not guaranteed any
dividend,  obligation  or  indebtedness  of  any  Person;  nor  has  any  Person
guaranteed  any  dividend,  obligation  or  indebtedness  of  APC.

2.1.9     Books  and  Records
APC  keeps its books, records and accounts (including, without limitation, those
kept  for  financial reporting purposes and for tax purposes) in accordance with
good  business practice and in sufficient detail to reflect the transactions and
dispositions  of  its assets, liabilities and equities.  The minute books of the
APC  contain  records of its Shareholders' and directors' meetings and of action
taken  by Shareholders and directors.  The meeting of directors and Shareholders
referred  to in such minute books were duly called and held, and the resolutions
appearing  in  such minute books were duly adopted.  The signatures appearing on
all  documents  contained  in  such  minute books are the true signatures of the
persons  purporting  to  have  signed  the  same.

2.2     Representations  and  Warranties  of  Powerhouse
To  induce  the  Shareholders to enter into this Agreement and to consummate the
transactions  contemplated hereby, Powerhouse represents and warrants, as of the
date  hereof  and  as  of  the  Closing,  as  follows:

2.2.1     Corporate  Existence  and  Authority  of  Powerhouse
Powerhouse  is  a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Nevada.  It has all requisite corporate
power,  franchises,  licenses,  permits  and authority to own its properties and
assets  and  to carry on its business as it has been and is being conducted.  It
is  in  good standing in each state, nation or other jurisdiction in each state,
nation or other jurisdiction wherein the character of the business transacted by
it  makes  such  qualification  necessary.

2.2.2     Capitalization  of  Powerhouse
The authorized equity securities of Powerhouse consists of 100,000,000 shares of
common stock, of which 14,363,334 shares are issued.  No other shares of capital
stock  of  Powerhouse  are  issued  and  outstanding.  All  of  the  issued  and
outstanding  shares  have  been  duly  and  validly  issued  in  accordance  and
compliance  with  all  applicable laws, rules and regulations and are fully paid
and non-assessable.  Except as set forth herein, there are no options, warrants,
rights,  calls,  commitments,  plans,  contracts  or  other  agreements  of  any
character  granted  or  issued  by  Powerhouse  which  provide for the purchase,
issuance  or  transfer  of any shares of the capital stock of Powerhouse nor are
there  any  outstanding  securities  granted  or  issued  by Powerhouse that are
convertible  into  any shares of the Equity securities of Powerhouse, and non is
authorized.  Except  as  set  forth  herein,  Powerhouse  is  not  obligated  or
committed  to  purchase,  redeem  or  otherwise  acquire any of its equity.  All
presently  exercisable voting rights in Powerhouse are vested exclusively in its
outstanding  shares of common stock, each share of which is entitled to one vote
on  every  matter  to  come  before  it's Shareholders, and other than as may be
contemplated  by  this  Agreement,  there  are  no voting trusts or other voting
arrangements  with  respect  to  any  of  Powerhouse's  equity  securities.

2.2.3     Subsidiaries
Powerhouse  does  not have any wholly owned subsidiaries.  Powerhouse will hold,
Asia  Pacific  Co.,  LTD  as  a  subsidiary.

2.2.4     Execution  of  Agreement
The  execution  and delivery of this Agreement does not, and the consummation of
the  transactions  contemplated  hereby  will  not:  (a) violate, conflict with,
modify  or  cause  any  default  under or acceleration of (or give any party any
right  to  declare any default or acceleration upon notice or passage of time or
both),  in  whole  or  in  part,  any  charter, article of incorporation, bylaw,
mortgage,  lien,  deed of trust, indenture, lease, agreement, instrument, order,
injunction,  decree, judgment, law or any other restriction of any kind to which
Powerhouse  is  a  party  or by which it or any of its properties are bound; (b)
result  in  the  creation  of  any security interest, lien, encumbrance, adverse
claim,  proscription  or  restriction  on  any  property or asset (whether real,
personal, mixed, tangible or intangible), right, contract, agreement or business
of  Powerhouse;  (c) violate any law, rule or regulation of any federal or state
regulatory  agency;  or  (d)  permit  any  federal or state regulatory agency to
impose any restrictions or limitations of any nature on Powerhouse or any of its
actions.

2.2.5     Taxes

2.2.5.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with  respect to Powerhouse which have become due and payable on the date hereof
have been paid in full or adequately reserved against by Powerhouse, 9 including
without  limitation,  income,  property,  sales,  use, franchise, capital stock,
excise,  added  value,  employees'  income  withholding,  social  security  and
unemployment  taxes), and all interest and penalties thereon with respect to the
periods  then  ended  and  for  all  periods  thereto;

2.2.5.2
There  are  no  agreements,  waivers  or  other  arrangements  providing  for an
extension  of  time  with  respect  to  the  assessment of any tax or deficiency
against  Powerhouse,  nor  are  there  any  actions,  suits,  proceedings,
investigations  or  claims  now  pending  against  Powerhouse, nor are there any
actions,  suits,  proceedings,  investigations  or  claims  now  pending against
Powerhouse,  nor  are  there  any actions, suits, proceedings, investigations or
claims  now  pending  against Powerhouse in respect to any tax or assessment, or
any matters under discussion with any federal, state, local or foreign authority
relating  to  any  taxes  or  assessments, or any claims for additional taxes or
assessments  asserted  by  any  such  authority,  and  there is no basis for the
assertion  of  any  additional  taxes  or  assessments  against  Powerhouse, and

2.2.5.3
The  consummation  of  the  transactions contemplated by this Agreement will not
result  in  the  imposition  of  any  additional taxes on or assessments against
Powerhouse.

2.2.6     Disputes  and  Litigation

There  is  no  suit,  action,  litigation,  proceeding,  investigation,  claim,
compliant,  or accusation pending, threatened against or affecting Powerhouse or
any  of its properties, assets or business or to which or to which Powerhouse is
a  party,  in any court or before any arbitrator of any kind or before or by any
governmental  agency  (including, without limitation, any federal, state, local,
foreign  or  other governmental department, commission, board, bureau, agency or
instrumentality),  and  there  is  no  basis  for such suit, action, litigation,
proceeding,  investigation,  claim,  complaint,  or  accusation; (b) there is no
pending  or  threatened  change  in  any environmental, zoning or building laws,
regulations  or ordinances which affect or could affect Powerhouse or any of its
properties,  assets  or businesses; and (c) there is no outstanding order, writ,
injunction,  decree,  judgment or award by any court, arbitrator or governmental
body  against  or  affecting  Powerhouse  or  any  of  its properties, assets or
business.  There  is  no litigation, proceeding, investigation, claim, complaint
or  accusation,  formal  or  informal,  or  arbitration  pending,  or any of the
aforesaid  threatened,  or any contingent liability which would give rise to any
right of indemnification or similar right on the part of any director or officer
of Powerhouse or any such person's heirs, executors or administrators as against
Powerhouse.

2.2.7     Compliance  with  laws
Powerhouse has at all times been, and presently is, in full compliance with, and
has  not  received  notice  of any claimed violation of, any applicable federal,
state,  local,  foreign  and  other  law, rules and regulations.  Powerhouse has
filed  all  returns,  reports  and other documents and furnished all information
required  or  requested  by federal, state, local or foreign governmental agency
and  all  such returns, reports, documents and information are true and complete
in all respects.  All permits, licenses, orders, franchises and approvals of all
federal,  state,  local or foreign governmental or regulatory bodies required of
Powerhouse for the conduct of its business have been obtained, no violations are
or  have  been  recorded  in  respect  of  any  such  permits, licenses, orders,
franchises and approvals, and there is no litigation, proceeding, investigation,
arbitration,  claim,  complaint  or  accusation,  formal or informal, pending or
threatened,  which  may  revoke, limit, or question the validity, sufficiency or
continuance  of  any  such  permit, license, order, franchise or approval.  Such
permits, licenses, orders, franchises and approvals are valid and sufficient for
all  activities  presently  carried  on  by  Powerhouse.

2.2.8     Guaranties
Powerhouse  has  not  guaranteed any dividend, obligation or indebtedness of any
Person;  nor  has any Person guaranteed any dividend, obligation or indebtedness
of  Powerhouse.

2.2.9     Books  and  Records.
Powerhouse keeps its books, records and accounts (including, without limitation,
those  kept for financial reporting purposes and for tax purposes) in accordance
with good business practice and in sufficient detail to reflect the transactions
and  dispositions  of its assets, liabilities and equities.  The minute books of
the  Powerhouse contain records of its Shareholders' and directors' meetings and
of  action  taken  by  Shareholders and directors.  The meeting of directors and
Shareholders referred to in such minute books were duly called and held, and the
resolutions  appearing  in  such minute books were duly adopted.  The signatures
appearing  on  all  documents  contained  in  such  minute  books  are  the true
signatures  of  the  persons  purporting  to  have  signed  the  same.

                                    ARTICLE 3
                        CLOSING AND DELIVERY OF DOCUMENTS

3.1     Closing
This  is  a  binding  Agreement.  Closing  shall be deemed to have occurred upon
delivery  of  documents  within  a  reasonable  time  period  but  no later than
September  30,  1999.

3.2     Delivery  by  the  Shareholders:

(a)     the Shareholders shall deliver to Powerhouse the member certificates and
all  instruments  of  conveyance  and  transfer  required  by  Section  1.1.
(b)     the  shareholders shall deliver, or cause to be delivered, to Powerhouse
such  instruments, documents and certificates as are required to be delivered by
the  Shareholders  or  its  representatives  pursuant  to the provisions of this
Agreement.

3.3     Delivery  by  Powerhouse:

(a)     Powerhouse  shall deliver to the Shareholders the stock certificates and
all  instruments  of  conveyance  and  transfer  required  by  section  1.2.
(b)     Powerhouse  shall deliver, or cause to be delivered, to the Shareholders
such  instruments, documents and certificates as are required to be delivered by
Powerhouse  or its representatives pursuant to the provisions of this Agreement.

                                    ARTICLE 4
                        TERMINATION, AMENDMENT AND WAIVER

4.1     Termination
Notwithstanding  anything  to  the  contrary  contained  in  the Agreement, this
Agreement  may  be  terminated  and  the transactions contemplated hereby may be
abandoned  at  any time prior to the Closing by the mutual consent of all of the
parties;

4.2     Waiver  and  Amendment
Any  term,  provision,  covenant,  representation, warranty or condition of this
Agreement  may  be  waived, but only by a written instrument signed by the party
entitled to the benefits thereof.  The failure or delay of any party at any time
or  times  to  require  performance  of  any provision hereof or to exercise its
rights  with  respect  to  any  provision hereof shall in no manner operate as a
waiver  of or affect such party's right at a later time to enforce the same.  No
waiver  by  any party of any condition, or of the breach of any term, provision,
covenant,  representation or warranty contained in this Agreement, in any one or
more  instances,  shall  be deemed to be or construed as a further or continuing
waiver  of  any  such condition or breach or waiver of any other condition or of
the  breach  of  any  other  term,  provision,  representation  or warranty.  No
modification or amendment to this Agreement shall be valid and binding unless it
be  in  writing  and  signed  by  all  parties  hereto.

                                    ARTICLE 5
                                    COVENANTS

5.1
     To  induce  Powerhouse  to  enter into this Agreement and to consummate the
transactions  contemplated hereby, and without limiting any covenant, agreement,
representation  or  warranty  made  the  shareholders  covenants  and  agrees as
follows:

5.1.1     Notices  and  Approvals
The  Shareholders  agree:  (a)  to  give and to cause APC to give all notices to
third  parties  which  may  be  necessary  or  deemed desirable by Powerhouse in
connection  with  this  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby;  9b)  to use its bet efforts to obtain and to cause APC to
obtain,  all  federal  and  state  governmental  regulatory  agency  approvals,
consents,  permits,  authorizations, and orders necessary or deemed desirable by
Powerhouse  in  connection  with  this  Agreement  and  the  consummation of the
transaction  contemplated hereby; and (c) to use its best efforts to obtain, and
to  cause  APC  to  obtain, all consents and authorizations of any third parties
necessary  or  deemed  desirable by Powerhouse in connection with this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby.

5.1.2     Information  for  Powerhouse's  Statements  and  Applications
The  Shareholders  and  APC and their employees, accountants and attorneys shall
cooperate fully with Powerhouse in preparation of any statements or applications
made  by  Powerhouse  to  any federal or state governmental regulatory agency in
connection  with  this Agreement and the transactions contemplated hereby and to
furnish  Powerhouse  with  all  information  concerning the Shareholders and APC
necessary or deemed desirable by Powerhouse for inclusion in such statements and
applications,  including, without limitation, all requisite financial statements
and  schedule.

5.1.3     Access  to  Information
Powerhouse, together with its appropriate attorneys, agents and representatives,
shall  be  permitted  to  make  the  full  and  complete  investigation  of  the
Shareholders  and  P\APC and have full access to all of the books and records of
the other during reasonable business hours.  Notwithstanding the foregoing, such
parties  shall treat all such information as confidential and shall not disclose
such  information  without  the  prior  consent  of  the  other.

5.2
To  induce  the  Shareholders to enter into this Agreement and to consummate the
transactions  contemplated hereby, and without limiting any covenant, agreement,
representation  for  warranty  made  Powerhouse covenants and agrees as follows:

5.2.1     Access  to  Information
The  Shareholders,  together  with  its  appropriate  attorneys,  agents  and
representatives,  shall be permitted to make the full and complete investigation
of  Powerhouse and have full access to all of the books and records of the other
during  reasonable  business hours.  Notwithstanding the foregoing, such parties
shall  treat  all  such  information as confidential and shall not disclose such
information  without  the  prior  consent  of  the  other.

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1     Expenses
Except  as  otherwise  specifically  provided  for  herein,  whether  or not the
transactions  contemplated  hereby  are  consummated, each of the parties hereto
shall  bear  all  taxes  of  any  nature (including, without limitation, income,
franchise,  transfer  and  sales taxes) and all fees and expenses relating to or
arising  from  its  compliance with the various provisions of this Agreement and
such  party's  covenants  to  be  performed  hereunder,  and except as otherwise
specifically  provided  for herein, each of the parties hereto agrees to pay all
of  its  own expenses (including, without limitation, attorneys and accountants'
fees  and  printing  expenses)  incurred  in connection with this Agreement, the
transactions  contemplated  hereby, the negotiations leading to the same and the
preparations made to carrying the same into effect, and all such taxes, fees and
expense  of  the  parties  hereto  shall  be  paid  prior  to  Closing.

6.2     Notices
Any notice, request, instruction or other document required by the terms of this
Agreement,  or  deemed by any of the parties hereto to be desirable, to be given
to  any  other  party  hereto  shall be in writing and shall be given by prepaid
telegram  or  delivered  or  mailed  by  registered  or  certified mail, postage
prepaid,  with  return  receipt  requested,  to  the  following  addresses:

To  Powerhouse

Powerhouse,  Inc.
242  N.  Canon  Drive
3rd  Floor
Beverly  Hills,  CA  90210

With  a  copy  to:

M.  Richard  Cutler
The  Law  Offices  of  M.  Richard  Cutler
610  Newport  Center  Drive,  Suite  800
Newport  Beach,  CA  92660

To  the  Shareholders  of  Asia  Pacific  Co.,  Ltd.,  Inc.:

Mr.  Grady  Sanders
246  North  Canon  Drive
Beverly  Hills,  CA  90210

The  persons  and addresses set forth above may be changed from time to tie by a
notice sent as aforesaid.  If notice is given by delivery in accordance with the
provisions  of  this  Section, said notice shall be conclusively deemed given at
the  time  of  such  deliver.  If notice is given by mail in accordance with the
provisions  of  this  Section,  such  notice  shall be conclusively deemed given
forty-eight  (48)  hours  after  deposit  thereof in the United States mail.  If
notice  is given by telegraph in accordance with the provisions of this Section,
such  notice shall be conclusively deemed given at the time that the telegraphic
agency  shall  confirm  delivery  thereof  to  addressee.

6.3     Entire  Agreement
This  Agreement,  together with the Schedule and exhibits hereto, sets forth the
entire  agreement  and  understanding  of the parties hereto with respect to the
transactions  contemplated  hereby,  and  supersedes  all  prior  agreements,
arrangements  and  understandings  related  to  the  subject  matter hereof.  No
understanding,  promise,  inducement,  statement  of  intention, representation,
warranty, covenant or condition, written or oral, express or implied, whether by
statute or otherwise, has been made by any party hereto which is not embodied in
this  Agreement,  or exhibits hereto or the written statements, certificates, or
other documents delivered pursuant hereto or in connection with the transactions
contemplated  hereby,  and  no  party hereto shall be bound by or liable for any
alleged understanding, promise, inducement, statement, representation, warranty,
covenant  or  condition  not  so  set  forth.

6.4     Survival  of  Representation
All  statements  of  fact  (including  financial  statements)  contained  in the
Schedule, the exhibits, the certificates or any other instrument delivered by or
on  behalf  of  the  parties  hereto,  or  in  connection  with  the transaction
contemplated  hereby,  shall  be  deemed  representations  and warranties by the
respective  party  hereunder.  All  representation,  warranties  agreements  and
covenants hereunder shall survive the Closing and remain effective regardless of
any investigation or audit or any time made by or on behalf of the parties or of
any  information  a  party  may  have  in  respect thereto.  Consummation of the
transactions contemplated hereby shall not be deemed or construed to be a waiver
of  any right or remedy possessed by any party hereto, notwithstanding that such
party knew or should have known at the time of closing that such right or remedy
existed.

6.5     Incorporated  by  Reference
All  documents  (including,  without  limitation,  all  financial  statements)
delivered  as  part  hereof  or incident hereto are incorporated as part of this
Agreement  by  reference.

6.6     Remedies  Cumulative
No  remedy  herein  conferred  upon Purchaser is intended to be exclusive of any
other  remedy and each and every such remedy shall be cumulative and shall be in
addition  to  every other remedy given hereunder or now or hereafter existing at
law  or  in  equity  or  by  statute  or  otherwise.

6.7     Execution  of  Additional  Documents
Each  party  hereto  shall  make,  execute,  acknowledge  and deliver such other
instruments  and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the  transactions  contemplated  hereby.

6.8     Finder's  and  Related  Fees
Each  of  the  parties  hereto is responsible for, and shall indemnify the other
against,  any  claim  by  any  third  party to a fee, commission, bonus or other
remuneration  arising by reason of any services alleged to have been rendered to
or  at  the  instance  of  said  party  to  this  Agreement with respect to this
Agreement  or  to  any  of  the  transactions  contemplated  hereby.

6.9     Governing  Law
This  Agreement  has been negotiated and executed in the State of California and
shall  be  construed  and  enforced  in  accordance with the laws of such state.

6.1
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6.10     Forum
Each  of  the parties hereto agrees that any action or suit which may be brought
by  any  party  hereto  against  any  other party hereto in connection with this
Agreement  or  the  transactions  contemplated  hereby  may be brought only in a
federal  or  state  court  in  Orange  County,  California.
6.11     Binding  Effect  and  Assignment
This  Agreement  shall  inure  to the benefit of and be binding upon the parties
hereto  and  their  respective  heirs,  executors,  administrators,  legal
representatives  and  assigns.
6.12     Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  In  making  proof  of  this Agreement, it shall not be necessary to
produce  or  account  for  more  than  one  such  counterpart.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement, as of the
date  first  written  herein  above.

Powerhouse, Inc., a
Nevada corporation ("Powerhouse")

By:  /s/ Marcia Allen
Its: President

Asia Pacific Co., Ltd., A Niue Corporation ("APC")


By:  /s/ Grady Sanders
Its: President