AGREEMENT AND PLAN OF REORGANIZATION


     This Agreement and Plan of Reorganization ("the Agreement"),
dated  as  of  the  10th day of November, 2000,  by  and  between
Pacific  International Holding, Inc., a Utah corporation  ("PIH")
and   Tamasik   Technologies  Corporation,  a  Utah   corporation
("Tamasik")  and  the  shareholders of Tamasik  ("Shareholders"),
with reference to the following:

           A.   PIH is a Utah corporation organized in 1986.  PIH
     has authorized capital stock of 60,000,000 shares, $.001 par
     value, of which 4,844,378 shares are issued and outstanding.

          B.    Tamasik,  Inc.  is a privately  held  corporation
     organized  under the laws of the State of Utah  on  June  9,
     2000.

          C.   The  respective  Boards of Directors  of  PIH  and
     Tamasik  have deemed it advisable and in the best  interests
     of PIH and Tamasik that Tamasik be acquired by PIH, pursuant
     to the terms and conditions set forth in this Agreement.

          D.    PIH  and  Tamasik  propose  to  enter  into  this
     Agreement which provides among other things that all of  the
     outstanding  shares  of  Tamasik  be  acquired  by  PIH,  in
     exchange for shares of PIH and such additional items as more
     fully described in the Agreement.

          E.   The parties desire the transaction to qualify as a
     tax-free reorganization under Section 368 (a)(1)(B)  of  the
     Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, the parties hereto agree as follows:

                           ARTICLE 1
                        THE ACQUISITION

     1.01   At  the Closing, a total of 3,395,525 common  shares,
which  represents all of the  outstanding shares of Tamasik shall
be  acquired by PIH in exchange for 3,395,525 restricted   common
shares  of  PIH.   The  shares  of  PIH  to  be  issued  in  this
transaction  shall be issued as set forth in Exhibit  A  to  this
Agreement.

     1.02   At the Closing, the Tamasik shareholders will deliver
certificates for the outstanding shares of Tamasik, duly endorsed
so as to make PIH the sole holder thereof, free and clear of all
claims and encumbrances and PIH shall deliver a transmittal letter
directed to the transfer agent of PIH directing the issuance of shares
to the shareholders of Tamasik as set forth on Exhibit A of this Agreement.

     1.03  Following the reorganization there will be a total  of
8,239,903 shares, $.001 par value, issued and outstanding in PIH.
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     1.04  Following the reorganization, Tamasik will be a wholly
owned subsidiary of PIH.

                           ARTICLE 2
                          THE CLOSING

     2.01   The consummation of the transactions contemplated  by
this Agreement (the "Closing") shall take place  at Lehaman Walstrand
& Associates, 620 Judge Bldg, 8 East broadway, Salt Lake City, UT. 84111 on
or  before November 20, 2000, (the "Closing Date") or at such other place or
date and time as may be agreed to in writing  by the parties hereto.

                           ARTICLE 3
             REPRESENTATIONS AND WARRANTIES OF PIH

     PIH hereby represents and warrants to Tamasik as follows:

     3.01    PIH shall deliver to Tamasik, on or before Closing,
             each of the following:

          (a)   Financial Statements.  Audited financial statements
     of  PIH including, but not limited to, balance sheets and profit
     and loss statements from fiscal year end 1998, 1999 and unaudited
     financial statements for the period ending June 2000, prepared in
     accordance with generally accepted accounting principles and which
     fairly present the financial condition of PIH at the dates thereof.
     (Schedule A)

          (b)  Property.  An accurate list and description of all
     property, real or personal, owned by PIH of a value equal to
     or greater than $10,000.00.  (Schedule B.)

          (c)   Liens  and Liabilities.  A complete and  accurate
     list of all  material  liens,  encumbrances,  easements,
     security interests or similar interests in or on any of  the
     assets listed on Schedule A.  (Schedule C.)  A complete  and
     accurate  list of all debts, liabilities and obligations  of
     PIH  incurred  or  owing as of the date of  this  Agreement.
     (Schedule C.1.)

           (d)   Leases  and Contracts.  A complete and  accurate
     list describing all material terms of each lease (whether of
     real  or  personal  property) and each contract,  promissory
     note,  mortgage,  license,  franchise,  or  other  written
     agreement  to  which PIH is a party which  involves  or  can
     reasonably be expected to involve aggregate future  payments
     or  receipts  by PIH  (whether by the terms of  such  lease,
     contract,  promissory  note,  license,  franchise  or  other
     written  agreement  or as a result of  a  guarantee  of  the
     payment of or indemnity against the failure to pay same)  of
     $10,000.00  or more annually during the twelve-month  period
     ended  December  31,  2000, or any consecutive  twelve-month
     period  thereafter,  except any of said   instruments  which
     terminate  or  are  cancelable without penalty  during  such
     twelve-month period.  (Schedule D.)
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          (e)  Loan Agreements.  Complete and accurate copies  of
     all  loan  agreements and other documents  with  respect  to
     obligations  of  PIH for the repayment of  borrowed   money.
     (Schedule E.)

          (f)    Consents  Required.   A  complete  list  of  all
     agreements   wherein  consent  to  the  transaction   herein
     contemplated is required to avoid a default thereunder;   or
     where   notice  of  such  transaction  is  required  at   or
     subsequent  to closing, or where consent to an  acquisition,
     consolidation, or sale of all or substantially  all  of  the
     assets   is   required   to  avoid  a  default   thereunder.
     (Schedule F.)

          (g)  Articles and Bylaws.  Complete and accurate copies
     of  the Certificate and Articles of Incorporation and Bylaws
     of  PIH  together with all amendments thereto  to  the  date
     hereof.  (Schedule G.)

          (h)   Shareholders.  A complete list of all persons  or
     entities  holding  capital stock of PIH  or  any  rights  to
     subscribe  for,  acquire, or receive shares of  the  capital
     stock   of   PIH  (whether  warrants,  calls,  options,   or
     conversion  rights), including copies of  all  stock  option
     plans  whether qualified or nonqualified, and other  similar
     agreements.  (Schedule H.)

          (i)    Officers and Directors.  A complete and  current
     list of all Officers and Directors of PIH.  (Schedule I.)

          (j)  Salary Schedule.  A complete and accurate list (in
     all  material respects) of the names and the current  salary
     rate for each present employee of PIH who received $1,000.00
     or  more  in  aggregate compensation  from  PIH  whether  in
     salary, bonus or otherwise, during the year 1999, or who  is
     presently scheduled to receive from PIH a  salary in  excess
     of $1,000.00 during the year ending December 2000, including
     in   each  case  the  amount  of  compensation  received  or
     scheduled to be received, and a schedule of the hourly rates
     of  all  other  employees listed according  to  departments.
     (Schedule J.)

          (k)   Litigation.  A complete and accurate list (in all
     material   respects)  of  all  material   civil,   criminal,
     administrative,  arbitration or other  such  proceedings  or
     investigations (including without limitations  unfair  labor
     practice    matters,    labor    organization    activities,
     environmental  matters and civil rights violations)  pending
     or, to the knowledge of PIH threatened, which may materially
     and adversely affect PIH.  (Schedule K.)

          (l)    Tax Returns.  Accurate copies of all Federal and
     State  tax  returns  for  PIH  for  the  last  fiscal  year.
     (Schedule L.)

          (m)  Agency Reports. Copies of all material reports  or
     filings  (and a list of the categories of reports or filings
     made on a regular basis) made by PIH under ERISA, EEOC,  FDA
     and  all  other  governmental agencies  (federal,  state  or
     local) during the last fiscal year.  (Schedule M.)
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          (n)   Banks.  A true and complete list (in all material
     respects), as of the date of this Agreement, showing (1) the
     name  of  each  bank  in which PIH has an  account  or  safe
     deposit  box,  and  (2)  the  names  and  addresses  of  all
     signatories.  (Schedule N.)

          (o)   Jurisdictions Where Qualified.   A  list  of  all
     jurisdictions wherein PIH is qualified to do business and is
     in good standing.  (Schedule O.)

            (p)    Subsidiaries.    A  complete   list   of   all
     subsidiaries of PIH.  (Schedule  P.)   The term "Subsidiary"
     or "Subsidiaries" shall include corporations, unincorporated
     associations,   partnerships,  joint  ventures,  or  similar
     entities in which PIH has an interest, direct or indirect.
          (q)   Union  Matters.  An accurate list and description
     (in  all  material  respects) of  all  union  contracts  and
     collective bargaining agreements of PIH, if any.   (Schedule
     Q.)

          (r)  Employee and Consultant Contracts.  A complete and
     accurate list of all employee and consultant contracts which
     PIH  may  have, other than those listed in the schedule   on
     Union Matters.  (Schedule R.)

           (s)   Employee Benefit Plans.  Complete  and  accurate
     copies  of  all  salary,  stock  options,  bonus,  incentive
     compensation,   deferred   compensation,   profit   sharing,
     retirement,  pension,  group  insurance,  disability,  death
     benefit   or  other  benefit  plans,  trust  agreements   or
     arrangements  of  PIH in effect on the  date  hereof  or  to
     become  effective  after  the date  thereof,  together  with
     copies  of any determination letters issued by the  Internal
     Revenue Service with respect thereto.  (Schedule S.)

          (t)   Insurance Policies.  A complete and accurate list
     (in all material respects) and a description of all material
     insurance  policies naming PIH as an insured or  beneficiary
     or  as a loss payable payee or for which PIH has paid all or
     part  of the premium in force on the date hereof, specifying
     any  notice or other information possessed by PIH  regarding
     possible claims thereunder, cancellation thereof or  premium
     increases  thereon,  including any policies  now  in  effect
     naming  PIH  as beneficiary covering the business activities
     of PIH.  (Schedule T.)

          (u)   Customers.  A complete and accurate list (in  all
     material  respects)  of  the  customers  of  PIH,  including
     presently effective contracts of PIH to be assigned to  PIH,
     accounting for the principle revenues of PIH, indicating the
     dollar amounts of gross income of each such customer for the
     period ended December 31, 1999.  (Schedule U.)

          (v)  Licenses and Permits.  A complete list of all licenses,
                  permits and other  authorizations of PIH.   (Schedule V.)
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          (vi)

3.02   Organization, Standing and Power.   PIH is  a  corporation
duly  organized, validly existing and in good standing under  the
laws  of the State of Utah with all requisite corporate power  to
own  or lease its properties and carry on its  businesses as  are
now being conducted.

3.03  Qualification.  PIH is duly qualified and is licensed as  a
foreign   corporation   authorized  to  do   business   in   each
jurisdiction wherein it conducts its  business  operations.  Such
jurisdictions,  which are the only jurisdictions in which PIH  is
duly  qualified and licensed as a foreign corporation, are  shown
in Schedule O.

3.04  Capitalization of PIH.  The authorized capital stock of PIH
consists  of 60,000,000 shares of Common Stock, $.001 par  value,
of  which  the  only shares issued and outstanding are  4,844,378
issued   to   shareholders  listed  on Schedule H,  which  shares
were   duly  authorized,  validly  issued  and  fully  paid   and
nonassessable.   There are no preemptive rights with  respect  to
the PIH stock.

3.05   Authority.  The execution and delivery of  this  Agreement
and  consummation of  the transactions contemplated  herein  have
been   duly  authorized  by  all  necessary  corporate   actions,
including  but not limited to duly and validly authorized  action
and approval by the Board of Directors, on the part of PIH.  This
Agreement  constitutes the valid and binding  obligation  of  PIH
enforceable against it in accordance with its terms,  subject  to
the  principles of equity applicable to the availability  of  the
remedy  of  specific performance.  This Agreement has  been  duly
executed  by PIH and the execution and delivery of this Agreement
and  the  consummation of  the transactions contemplated by  this
Agreement  shall  not  result  in any  breach  of  any  terms  or
provisions of PIH's Certificate and Articles of Incorporation  or
Bylaws  or  of any other agreement, court order or instrument  to
which PIH is a party or bound by.

3.06   Absence of Undisclosed Liabilities.  PIH has  no  material
liabilities of any nature, whether fixed, absolute, contingent or
accrued, which were not reflected on the financial statements set
forth  in Schedule A or otherwise disclosed in this Agreement  or
any  of  the Schedules or Exhibits attached hereto.   As  of  the
Closing, PIH shall have no assets or liabilities other than those
resulting  from  the acquisition of Tamasik and  those  resulting
from the limited offering.

3.07  Absence of Changes.  Since June 30, 2000 there has not been
any  material  adverse  change  in the  condition  (financial  or
otherwise),  assets, liabilities, earnings or  business  of  PIH,
except   for   changes   resulting  from  completion   of   those
transactions described in Section 5.01.

3.08  Tax  Matters.  All taxes and other assessments  and  levies
   which PIH is required by law to withhold or to collect have been
   duly  withheld and collected, and have been paid over  to  the
   proper government authorities or are held by PIH in separate bank
   accounts  for  such  payment or are represented by  depository
   receipts, and all such withholdings and collections and all other
   payments  due  in  connection  therewith  (including,  without
   limitation, employment taxes, both the employee's and employer's
   share) have been paid  over to the government or placed  in  a
   separate and segregated bank account for such purpose.  There are
   no  known  deficiencies in income taxes for  any  periods  and
   further,  the representations and warranties as to absence  of
   undisclosed liabilities contained  in
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3.09  Section   3.06  includes any and  all  tax  liabilities  of
   whatsoever kind or nature (including, without  limitation,  all
   federal,  state, local and foreign income, profit,  franchise,
   sales, use and property taxes) due or to become due, incurred in
   respect of or measured by PIH income or business prior to  the
   Closing Date.

3.09   Options, Warrants, etc.  Except as otherwise described  in
Schedule  H,  there are no outstanding options, warrants,  calls,
commitments or agreements of any character to which  PIH  or  its
shareholders  are a party or by which PIH or its shareholders are
bound,  or are a party, calling for the  issuance of  shares   of
capital stock of PIH or any securities representing the right  to
purchase or otherwise receive any such capital stock of PIH.

3.10  Title to Assets.  Except for liens set forth in Schedule C,
PIH  is the sole unconditional owner of, with good and marketable
title  to, all assets listed in the schedules as owned by it  and
all  other  property  and  assets  are  free  and  clear  of  all
mortgages, liens, pledges, charges or  encumbrances of any nature
whatsoever.

3.11   Agreements in Force and Effect.  Except as  set  forth  in
Schedules  D  and  E, all material contracts, agreements,  plans,
promissory   notes,   mortgages,  leases,   policies,   licenses,
franchises  or similar instruments to which PIH is  a  party  are
valid  and in full force and effect on the date hereof,  and  PIH
has not breached any material provision of, and is not in default
in  any  material respect under the terms of, any  such contract,
agreement,  plan,  promissory  note,  mortgage,  lease,   policy,
license, franchise or similar instrument which breach or  default
would   have  a  material  adverse  effect  upon  the   business,
operations or financial condition of PIH.

3.12  Legal Proceedings, Etc. Except as set forth in Schedule  K,
there  are  no  civil, criminal, administrative,  arbitration  or
other  such  proceedings or investigations  pending  or,  to  the
knowledge  of either PIH or the shareholders thereof, threatened,
in   which,   individually  or  in  the  aggregate,  an   adverse
determination would materially and adversely affect  the  assets,
properties,  business  or  income of  PIH.  PIH has substantially
complied  with,  and  is not in default in any  material  respect
under,  any laws, ordinances, requirements, regulations or orders
applicable to its businesses.

3.13   Governmental   Regulation.  To the knowledge  of  PIH  and
except as set forth in Schedule K, PIH is not in violation of  or
in  default  with respect to any applicable law or any applicable
rule,  regulation,  order, writ or decree of  any  court  or  any
governmental    commission,    board,    bureau,    agency     or
instrumentality,  or  delinquent  with  respect  to  any   report
required  to  be  filed with any governmental commission,  board,
bureau,  agency  or  instrumentality which violation  or  default
could   have  a  material  adverse  effect  upon  the   business,
operations or financial condition of PIH.

3.14  Brokers and Finders.   PIH shall be solely responsible  for
payment to any broker or finder retained by PIH for any brokerage
fees,  commissions  or  finders'  fees  in  connection  with  the
transactions contemplated herein.

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3.15  Accuracy of Information.  No representation or warranty  by
PIH contained in this Agreement and no statement contained in any
certificate  or other instrument delivered or to be delivered  to
Tamasik  pursuant  hereto or in connection with the  transactions
contemplated  hereby (including without limitation all  Schedules
and   exhibits  hereto)  contains  or  will  contain  any  untrue
statement  of  material fact or omits or will omit to  state  any
material fact necessary in order to make the statements contained
herein or therein not misleading.

3.16  Subsidiaries.  Except as listed in Schedule P, PIH does not
have any other subsidiaries or own capital stock representing ten
percent (10%) or more of the issued and outstanding stock of  any
other corporation.

3.17   Consents.  Except as listed in Schedule F, no  consent  or
approval  of, or registration, qualification or filing with,  any
governmental authority or other person is required to be obtained
or  accomplished by PIH or any shareholder thereof in  connection
with the consummation of the transactions contemplated hereby.

3.18   Improper Payments.  Neither PIH, nor any person acting  on
behalf  of  PIH  has  made any payment or  otherwise  transmitted
anything of value, directly or indirectly, to (a) any official or
any government or agency or political subdivision thereof for the
purpose of influencing any decision affecting the business of PIH
(b)  any  customer, supplier or competitor of PIH or employee  of
such  customer,  supplier  or  competitor,  for  the  purpose  of
obtaining,  retaining or  directing business for PIH or  (c)  any
political  party  or any candidate for elective political  office
nor  has any fund or other asset of PIH been maintained that  was
not fully and accurately recorded on the books of account of PIH.

3.19  Copies of Documents.  PIH has made available for inspection
and copying by Tamasik and  its  duly authorized representatives,
and  will continue to do so at all times, true and correct copies
of  all  documents  which it has filed with  the  Securities  and
Exchange  Commission and all  other  governmental agencies  which
are  material  to  the  terms and conditions  contained  in  this
Agreement.   Furthermore, all filings by PIH with the  Securities
and  Exchange  Commission, and all other  governmental  agencies,
including  but not limited to the Internal Revenue Service,  have
contained  information which is true and  correct,  to  the  best
knowledge  of  the  Board of Directors of PIH,  in  all  material
respects  and did not contain any untrue statement of a  material
fact  or  omit to state any material  fact necessary to make  the
statements  made therein not misleading or which could  have  any
material   adverse  effect  upon  the  financial   condition   or
operations  of  PIH  or adversely effect the objectives  of  this
Agreement with respect to Tamasik including, but not limited  to,
the issuance and subsequent trading of the shares of common stock
of  PIH  to  be  received hereby, subject to  compliance  by  the
shareholders of Tamasik with applicable law.

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                            ARTICLE 4
                REPRESENTATIONS AND WARRANTIES OF
                TAMASIK TECHNOLOGIES CORPORATION.

     Tamasik hereby represents and warrants to PIH as follows:

4.01 Tamasik shall deliver to PIH, on or before Closing, the following:

          (a)   Financial Statements.  Audited balance  sheet  of
     Tamasik  as  of  its  inception,  through  June  30,   2000.
     (Schedule AA)

          (b)   Property.  An accurate list and  description   of
     all  property, real or personal owned by Tamasik of a  value
     equal to or greater than $1,000.00.  (Schedule BB)

          (c)   Liens  and Liabilities.  A complete and  accurate
     list   of   all  material  liens,  encumbrances,  easements,
     security interests or similar interests in or on any of  the
     assets   listed on Schedule AA.  (Schedule CC.)  A  complete
     and  accurate list of all debts, liabilities and obligations
     of  Tamasik  incurred  or  owing as  of  the  date  of  this
     Agreement.  (Schedule CC.1.)

          (d)   Leases and Contracts.  A complete  and   accurate
     list  describing  all  material  terms  of  material  leases
     (whether  of  real or personal property) and each  contract,
     promissory   note,  mortgage, license, franchise,  or  other
     written agreement to which Tamasik is a party which involves
     or  can  reasonably be expected to involve aggregate  future
     payments  or receipts by Tamasik  (whether  by   the   terms
     of   such  lease,  contract,   promissory   note,   license,
     franchise  or  other  written  agreement or  as   a   result
     of  a  guarantee  of the payment of or indemnity against the
     failure  to  pay  same) of $1,000.00 or more annually during
     the  twelve-month  period ended December  31,  2000  or  any
     consecutive  twelve-month period thereafter, except  any  of
     said  instruments which terminate or are cancelable  without
     penalty during such twelve-month period.  (Schedule DD.)

          (e)  Loan Agreements.  Complete and accurate copies  of
     all  loan  agreements and  other documents with  respect  to
     obligations  of  Tamasik  for  the  repayment  of   borrowed
     money.  (Schedule EE.)

          (f)  Consents  Required.   A  complete  list  of  all  agreements
     wherein consent to the transaction herein contemplated  is
     required to avoid a default thereunder; or where notice of such
     transaction  is  required at or subsequent to closing,  or  where
     consent  to  an  acquisition, consolidation, or sale  of  all  or
     substantially  all of the assets is required to avoid  a  default
     thereunder.  (Schedule FF.)

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          (g)  Articles and Bylaws.  Complete and accurate copies
     of  the  Articles of Incorporation and  Bylaws  of  Tamasik,
     together  with all amendments thereto to the  date   hereof.
     (Schedule GG.)

          (h)   Shareholders.  A complete list of all persons  or
     entities holding capital stock of Tamasik  or any rights  to
     subscribe for,  acquire,  or  receive shares of the  capital
     stock   of   Tamasik  (whether warrants, calls, options,  or
     conversion  rights),  including  copies of all stock  option
     plans whether qualified  or  nonqualified, and other similar
     agreements.  (Schedule HH.)

          (i)   Officers and Directors.  A complete  and  current
     list  of  all officers and Directors of Tamasik.   (Schedule
     II.)

          (j)  Salary Schedule.  A complete and accurate list (in
     all   material respects) of the names and the current salary
     rate   or   each  present employee of Tamasik  who  received
     $1,000  or  more  in aggregate  compensation  from   Tamasik
     whether  in  salary,  bonus  or otherwise, during  the  year
     1999,  or who is presently scheduled to receive from Tamasik
     a  salary  in  excess of $1,000.00 during  the  year  ending
     December 31, 2000,  including in each  case  the  amount  of
     compensation  received or scheduled to be  received,  and  a
     schedule of  the hourly rates of all other employees  listed
     according  to departments.  (Schedule JJ.)

          (k)   Litigation.  A complete and accurate list (in all
     material    respects)    of     all     material      civil,
     criminal,  administrative,   arbitration   or   other   such
     proceedings    or    investigations    (including    without
     limitations    unfair    labor   practice   matters,   labor
     organization  activities,  environmental matters  and  civil
     rights  violations) pending or, to the knowledge of  Tamasik
     threatened,  which  may  materially  and  adversely   affect
     Tamasik. (Schedule KK.)

          (l)   Tax Returns.  Accurate copies of all Federal  and
     State tax returns for Tamasik, if any.  (Schedule LL.)

          (m)  Agency Reports.  Copies of all material reports or
     filings  (and a list of the categories of reports or filings
     made  on   a  regular basis) made by Tamasik   under  ERISA,
     EEOC,  FDA   and  all other governmental agencies  (federal,
     state or local).  (Schedule MM.)

          (n)    A  true  and  complete  list  (in  all  material
     respects), as of the date of this Agreement, showing (1) the
     name  of  each bank in which Tamasik has an account or  safe
     deposit  box,  and  (2)  the  names  and  addresses  of  all
     signatories.  (Schedule NN.)

          (o)   Jurisdictions Where Qualified. A  list   of   all
     jurisdictions wherein Tamasik  is qualified to  do  business
     and is in good standing.  (Schedule OO.)
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          (p)  Subsidiaries.  A complete list of all subsidiaries
     of  Tamasik.   (Schedule  PP.)   The  term  "Subsidiary"  or
     "Subsidiaries"  shall  include corporations,  unincorporated
     associations,  partnerships,   joint  ventures,  or  similar
     entities  in   which   Tamasik  has an interest,  direct  or
     indirect.

          (q)   Union  Matters.  An accurate list and description
     (in  all material respects of union contracts and collective
     bargaining agreements of Tamasik, if any.  (Schedule QQ.)

          (r)  Employee and Consultant Contracts.  A complete and
     accurate list of all employee and consultant contracts which
     Tamasik  may  have, other than those listed in the  schedule
     on  Union Matters.  (Schedule RR.)

          (s)    Employee Benefit Plans.  Complete  and  accurate
     copies  of  all   salary,  stock option,   bonus,  incentive
     compensation,   deferred   compensation,   profit   sharing,
     retirement,   pension,  group  insurance, disability,  death
     benefit   or  other  benefit  plans,  trust  agreements   or
     arrangements of Tamasik in  effect on the date hereof or  to
     become  effective  after  the date thereof,  together   with
     copies  of any determination letters issued by  the Internal
     Revenue Service with respect thereto.  (Schedule SS.)

          (t)  Insurance Policies.  A complete and accurate  list
     (in   all   material   respects) and  description   of   all
     material   insurance policies naming Tamasik  as an  insured
     or  beneficiary  or  as a loss payable payee  or  for  which
     Tamasik  has paid all or part of the  premium  in  force  on
     the  date hereof, specifying any notice or other information
     possessed   by   Tamasik    regarding    possible     claims
     thereunder,  cancellation  thereof  or  premium    increases
     thereon,  including   any  policies  now  in  effect  naming
     Tamasik  as  beneficiary covering the business activities of
     Tamasik.  (Schedule TT.)

          (u)   Customers.  A complete and accurate list (in  all
     material    respects)   of   the   customers   of   Tamasik,
     including   all presently  effective  contracts  of  Tamasik
     to be  assigned  to  Tamasik, accounting  for  the principle
     revenues  of  Tamasik,  indicating  the dollar   amounts  of
     gross revenues of each such customer  for  the  period ended
     June 30, 2000.  (Schedule UU.)

          (v)   Licenses and Permits.  A complete  list  of   all
     licenses,   permits   and other authorizations  of  Tamasik.
     (Schedule VV.)

4.02   Organization,   Standing   and   Power.   Tamasik   is   a
corporation duly organized, validly existing and in good standing
under  the laws of the State of Utah with all requisite corporate
power  to  own or lease its properties and carry on  its business
as is now being conducted.

4.03  Qualification.  Tamasik is duly qualified and licensed as a
foreign   corporation   authorized  to  do   business   in   each
jurisdiction  wherein  it conducts business  operations.     Such
jurisdictions, which are
                              E-10
<PAGE>

the  only  jurisdictions in which Tamasik is duly  qualified  and
licensed as a foreign corporation, is shown in Schedule OO.

4.04   Capitalization of Tamasik.  The authorized capital   stock
of  Tamasik   consists of 50,000,000 shares of Common Stock,  par
value  $.001  per  share,  of which the only  shares  issued  and
outstanding  are  3,395,525  shares issued  to  the  shareholders
listed on Schedule HH, which shares were duly authorized, validly
issued and fully paid and nonassessable.  There are no preemptive
rights with respect to the Tamasik  stock.

4.05  Authority. The execution and delivery of this Agreement and
consummation of  the transactions contemplated herein  have  been
duly authorized by all necessary corporate action, including  but
not  limited to duly and validly authorized action and   approval
by  the  Board  of  Directors, on the  part  of   Tamasik.   This
Agreement  constitutes  the  valid  and  binding  obligation   of
Tamasik  ,  enforceable against it in accordance with its  terms,
subject   to   the  principles  of  equity  applicable   to   the
availability  of  the  remedy  of  specific  performance.    This
Agreement  has  been duly executed by Tamasik  and the  execution
and  delivery  of  this  Agreement and the  consummation  of  the
transactions contemplated by this  Agreement shall not result  in
any  breach of any terms or provisions of Tamasik 's Articles  of
Incorporation or Bylaws or  of  any other agreement, court  order
or instrument to which Tamasik  is a party or bound.

4.06   Absence  of  Undisclosed  Liabilities.   Tamasik   has  no
material  liabilities  of any nature, whether   fixed,  absolute,
contingent or accrued, which were not reflected on the  financial
statements  set  forth in Schedule AA or otherwise  disclosed  in
this  Agreement  or  any of the Schedules  or  Exhibits  attached
hereto.

4.07   Absence of Changes.  Since June 30, 2000,  there  has  not
been any material adverse change in the condition (financial   or
otherwise),  assets, liabilities, earnings or business of Tamasik
,   except  for   changes  resulting  from  completion  of  those
transactions  described  in Section  5.02.

4.08   Tax  Matters.   All  taxes and   other   assessments   and
levies   which   Tamasik  is required by law to withhold  or   to
collect   have  been duly withheld and collected, and  have  been
paid  over  to the proper government authorities or are  held  by
Tamasik   in   separate  bank  accounts for such payment  or  are
represented  by  depository  receipts, and all such  withholdings
and  collections  and all other payments    due   in   connection
therewith   (including,   without  limitation, employment  taxes,
both  the  employee's and  employer's  share)  have   been   paid
over  to the government or  placed  in  a separate and segregated
bank  account  for such purpose.  There are no known deficiencies
in   income   taxes   for   any   periods   and   further,    the
representations  and warranties as  to  absence   of  undisclosed
liabilities contained in Section 4.06  includes  any  and all tax
liabilities  of  whatsoever kind or nature  (including,   without
limitation, all federal, state, local and foreign income, profit,
franchise,  sales,  use and property taxes)  due  or  to   become
due,  incurred in respect of or measured by Tamasik   income   or
business prior to the Closing Date.
                              E-11
<PAGE>


4.09  Options, Warrants, etc.  Except as otherwise described   in
Schedule   HH,   there  are no  outstanding  options,   warrants,
calls,  commitments  or  agreements of  any  character  to  which
Tamasik  or its shareholders are a party or by which Tamasik   or
its  shareholders   are bound, or are a party,  calling  for  the
issuance  of  shares   of    capital stock  of  Tamasik   or  any
securities  representing  the right   to  purchase  or  otherwise
receive any such capital stock of Tamasik .

4.10   Title   to  Assets.  Except for   liens   set   forth   in
Schedule  CC,  Tamasik  is the sole and unconditional owner   of,
with good  and  marketable  title to, all the  assets and patents
listed  in  the schedules as owned by them and all other property
and  assets   are   free   and  clear  of all  mortgages,  liens,
pledges,  charges  or encumbrances of any nature whatsoever.

4.11   Agreements in Force and Effect.  Except as set  forth   in
Schedules   DD   and  EE, all  material  contracts,   agreements,
plans,  promissory notes, mortgages, leases, policies,  licenses,
franchises  or  similar instruments to which Tamasik  is a  party
are  valid  and in full force and effect on the date hereof,  and
Tamasik  has not breached any material provision of, and  is  not
in default in  any material respect under the terms of, any  such
contract, agreement,  plan,  promissory  note,  mortgage,  lease,
policy, license, franchise or similar instrument which breach  or
default  would    have  a  material  adverse  effect   upon   the
business,  operations or financial condition of Tamasik.

4.12   Legal   Proceedings, Etc.   Except   as   set   forth   in
Schedule  KK,  there  are  no  civil,  criminal,  administrative,
arbitration  or other such proceedings or investigations  pending
or,   to   the  knowledge  of  Tamasik , threatened,  in   which,
individually  or  in  the  aggregate,  an  adverse  determination
would  materially and adversely affect  the assets,   properties,
business  or  income  of  Tamasik .  Tamasik   has  substantially
complied   with,   and   is not  in  default   in   any  material
respect    under,    any    laws,    ordinances,    requirements,
regulations or orders applicable to its businesses.

4.13  Governmental Regulation.  To the knowledge of Tamasik   and
except  as set forth in Schedule KK, Tamasik  is not in violation
of  or   in   default with respect to any applicable law  or  any
applicable  rule,   regulation,  order,  writ or  decree  of  any
court  or  any governmental    commission,  board, bureau, agency
or  instrumentality,   or  delinquent   with   respect   to   any
report  required  to  be filed with any governmental  commission,
board,  bureau,  agency  or instrumentality which  violation   or
default  could   have  a  material  adverse   effect   upon   the
business,  operations or financial condition of Tamasik. .

4.14   Broker  and Finders.  Tamasik shall be solely  responsible
for  payment to any broker or finder retained by Tamasik for  any
brokerage fees, commissions or finders' fees in connection   with
the transactions contemplated herein.

4.15  Accuracy of Information.    No representation  or  warranty
by   Tamasik   contained in this Agreement   and   no   statement
contained in any certificate or other instrument delivered or  to
be  delivered  to PIH pursuant hereto or in connection  with  the
transactions contemplated hereby  (including   without limitation
all  Schedules and Exhibits hereto) contains or will contain  any
untrue
                              E-12
<PAGE>

statement of a material fact or omits or  will omit to state  any
material fact necessary in order to make the statements contained
herein or therein not misleading.

4.16   Subsidiaries.  Except as listed in Schedule  PP,   Tamasik
does  not  have  any  other subsidiaries  or  own  capital  stock
representing  ten  percent  (10%)  or  more  of  the  issued  and
outstanding stock of any other corporation.

4.17  Consents.  Except as listed in Schedule FF, no consent   or
approval  of,  or registration, qualification or   filing   with,
any  other governmental authority or other person is required  to
be  obtained  or  accomplished  by  Tamasik  or  any  shareholder
thereof,  in connection with the consummation of the transactions
contemplated hereby.

4.18   Improper Payments.  No person acting on behalf of  Tamasik
has made any payment or otherwise transmitted anything of  value,
directly or indirectly, to (a) any official or any government  or
agency   or   political  subdivision thereof  for the purpose  of
influencing  any decision affecting the business of Tamasik ,  or
(b)  any  political party or any candidate for elective political
office,  nor  has  any  fund  or other  asset  of  Tamasik   been
maintained  that  was not fully and  accurately recorded  on  the
books of account of Tamasik.

4.19   Copies  of Documents.  Tamasik  has  made  available   for
inspection   and   copying  by PIH  and   its   duly   authorized
representatives,  and will continue to do so at all  times,  true
and  correct copies of all documents which it has filed with  any
governmental  agencies  which  are  material  to  the  terms  and
conditions contained in this Agreement.  Furthermore, all filings
by   Tamasik   with  governmental  agencies,  including  but  not
limited   to   the  Internal  Revenue  Service,  have   contained
information  which  is true and correct in all material  respects
and  did  not contain any untrue statement of a material fact  or
omit  to state any material fact necessary to make the statements
made therein not misleading or  which  could  have  any  material
adverse   effect  upon  the financial condition or operations  of
Tamasik  or adversely affect  the  objectives of this Agreement.

4.20   Investment Intent of Shareholders.  Each  shareholder   of
Tamasik  represents and warrants to PIH that the shares  of   PIH
being  acquired  pursuant to this Agreement are  being   acquired
for his own account and for investment and not with a view to the
public  resale  or  distribution  of  such  shares  and   further
acknowledges   that  the  shares  being  issued  have   not  been
registered   under  the  Securities  Act  and   are   "restricted
securities" as that term is defined in Rule 144 promulgated under
the Securities Act and must be held indefinitely unless they  are
subsequently registered under the Securities Act or an  exemption
from such registration is available.
                              E-13
<PAGE>

                            ARTICLE 5
              CONDUCT AND TRANSACTIONS PRIOR TO THE
                EFFECTIVE TIME OF THE ACQUISITION

5.01  Conduct and Transactions of PIH.   During  the period  from
the date hereof to the date of  Closing,  PIH shall:

          (a)   Conduct its operations in the ordinary course  of
     business,   including  but  not  limited  to,   paying   all
     obligations  as they  mature, complying with all  applicable
     tax  laws, filing  all  tax returns required to be filed and
     paying all taxes due;

          (b)    Maintain its records and books of account  in  a
     manner   that  fairly  and correctly reflects  its   income,
     expenses, assets and liabilities.

     PIH   shall   not   during  such period,   except   in   the
ordinary course of business, without the prior written consent of
Tamasik :

          (a)   Except as otherwise contemplated or  required  by
     this   Agreement,  sell,  dispose  of  or  encumber  any  of
     its  properties or assets;

          (b)   Except  as set forth in paragraph 5.01(c)  above,
     declare  or  pay any dividends on  shares  of   its  capital
     stock   or  make any other distribution of assets   to   the
     holders thereof;

          (c)   Except  as set forth in paragraph 5.01(d)  above,
     issue,  reissue  or  sell, or issue options  or  rights   to
     subscribe   to,  or enter into any contract  or   commitment
     to  issue,   reissue  or  sell, any shares of  its   capital
     stock   or   acquire or agree to acquire any shares  of  its
     capital stock;

          (d)   Except as otherwise contemplated and required  by
     this   Agreement,  amend its Articles  of  Incorporation  or
     merge   or  consolidate  with  or into any other corporation
     or  sell   all   or  substantially  all  of  its  assets  or
     change  in  any  manner  the rights of its capital stock  or
     other securities;

          (e)    Except  as  contemplated  or  required  by  this
     Agreement,  pay or incur any obligation or liability, direct
     or contingent, of more than $1,000;

          (f)  Incur any indebtedness for borrowed money, assume,
     guarantee,  endorse  or   otherwise become  responsible  for
     obligations of any other party, or make loans or advances to
     any other party;

          (g)    Make  any  material  change  in  its   insurance
     coverage;
                              E-14
<PAGE>

          (h)  Increase in any manner the compensation, direct or
     indirect,   of  any of its officers or executive  employees;
     except in accordance with existing employment contracts;

          (i)  Enter into any agreement or make any commitment to
     any labor union or organization;

          (j)  Make any capital expenditures.

5.02   Conduct and Transactions of Tamasik .  During  the  period
from the date hereof to the date of Closing, Tamasik  shall:

          (a)   Obtain an investment letter from each shareholder
     of  Tamasik  in  a  form substantially like  that   attached
     hereto  as Exhibit B.

          (b)    Conduct  the  operations  of  Tamasik   in   the
     ordinary course of business.

     Tamasik  shall  not  during  such  period,  except  in   the
ordinary course of business, without the prior written consent of
PIH:

          (a)   Except as otherwise contemplated or  required  by
     this  Agreement,  sell,  dispose  of  or  encumber  any   of
     the  properties or assets of Tamasik;

          (b)    Declare or pay any dividends on  shares  of  its
     capital  stock  or make any other distribution of assets  to
     the holders thereof;

          (c)  Issue, reissue or sell, or issue options or rights
     to    subscribe   to,  or  enter  into  any   contract    or
     commitment   to   issue,  reissue  or  sell, any  shares  of
     its   capital   stock  or acquire or agree  to  acquire  any
     shares of its capital stock;

          (d)   Except as otherwise contemplated and required  by
     this   Agreement,  amend its Articles  of  Incorporation  or
     merge   or  consolidate  with  or into any other corporation
     or  sell   all   or substantially  all  of   its  assets  or
     change in  any  manner  the  rights of its capital stock  or
     other securities;

          (e)   Except as otherwise contemplated and required  by
     this  Agreement, pay or incur any obligation  or  liability,
     direct or contingent, of more than $1,000;

          (f)  Incur any indebtedness for borrowed money, assume,
     guarantee,  endorse  or   otherwise become  responsible  for
     obligations of any other party, or make loans or advances to
     any other party;

          (g)  Make  any  material change in its insurance coverage;
                              E-15
<PAGE>


          (h)  Increase in any manner the compensation, direct or
     indirect,   of  any of its officers or executive  employees;
     except in accordance with existing employment contracts;

          (i)  Enter into any agreement or make any commitment to
     any labor union or organization;

               (j)  Make any material capital expenditures.

          (k)  Allow any of the foregoing actions to be taken  by
     any subsidiary of Tamasik .

                            ARTICLE 6
                      RIGHTS OF INSPECTION

6.01  During the period from the date of this Agreement  to   the
date of Closing of the acquisition, PIH and Tamasik agree  to use
their  best  efforts  to  give the other  party,  including   its
representatives  and agents, full access to the  premises,  books
and  records  of each of the entities, and to furnish  the  other
with  such  financial and operating data  and  other  information
including, but not limited to, copies of all legal documents  and
instruments  referred to on any schedule or exhibit hereto,  with
respect   to  the business and properties of PIH or Tamasik,   as
the  case may be, as the other shall from time to  time  request;
provided, however, if there are any such investigations: (1) they
shall  be  conducted  in  such  manner  as  not  to  unreasonably
interfere with the operation of the business of the other parties
and  (2)  such right of inspection shall not affect  in  any  way
whatsoever any of the representations or warranties given by  the
respective  parties  hereunder.  In the event of  termination  of
this  Agreement, PIH and Tamasik  will each return to  the  other
all  documents, work papers and other materials obtained from the
other  party  in connection with  the  transactions  contemplated
hereby, and will take such other steps necessary to protect   the
confidentiality of such material.


                            ARTICLE 7
                      CONDITIONS TO CLOSING

7.01   Conditions  to Obligations of Tamasik. The  obligation  of
Tamasik  to perform this Agreement is subject to the satisfaction
of  the  following  conditions on or before  the  Closing  unless
waived in writing by Tamasik .

          (a)  Representations and Warranties.  There shall be no
     information  disclosed in the schedules delivered   by   PIH
     which  in  the opinion of Tamasik would materially adversely
     affect  the proposed  transaction and intent of the  parties
     as  set  forth  in this Agreement.  The representations  and
     warranties  of PIH set  forth in Article 3 hereof  shall  be
     true  and correct  in  all material respects as of the  date
     of  this Agreement and as of  the Closing  as  though   made
     on  and as of  the  Closing,  except  as otherwise permitted
     by this Agreement.


                              E-16
<PAGE>


          (b)  Performance of Obligations.  PIH shall have in all
     material respects performed all agreements required  to   be
     performed  by  it  under  this  Agreement  and  shall   have
     performed  in all material respects any actions contemplated
     by  this Agreement  prior to or on the Closing and PIH shall
     have complied  in  all material respects with the course  of
     conduct required by this Agreement.

           (c)    Corporate  Action.  PIH  shall  have  furnished
     minutes, certified  copies  of  corporate resolutions and/or
     other  documentary  evidence  satisfactory  to  counsel  for
     Tamasik   that PIH  has  submitted with this  Agreement  and
     any  other documents required hereby  to  such  parties  for
     approval as provided by applicable law.

          (d)    Consents.  Execution of this  Agreement  by  the
     shareholders of Tamasik  and any consents necessary  for  or
     approval of  any  party listed on any Schedule delivered  by
     PIH   whose consent or approval is required pursuant thereto
     shall have  been obtained.

          (e)  Financial  Statements.  Tamasik  shall  have  been
     furnished    with   audited   financial  statements  of  PIH
     including, but not limited to, balance sheets and profit and
     loss  statements   from  fiscal  year  end  1998,  1999  and
     unaudited  financial statements for the period  ending  June
     30,  2000.   Such   financial  statements  shall  have  been
     prepared in conformity with  generally  accepted  accounting
     principles  on  a  basis consistent with   those  of   prior
     periods and fairly present the financial  position  of   PIH
     as of June 30, 2000.

          (f)     Statutory    Requirements.     All    statutory
     requirements  for the valid consummation by   PIH   of   the
     transactions  contemplated  by  this Agreement  shall   have
     been fulfilled.

          (g)   Governmental   Approval.    All   authorizations,
     consents,  approvals, permits and orders of all federal  and
     state governmental  agencies required to be obtained by  PIH
     for  consummation  of the transactions contemplated by  this
     Agreement shall have been obtained.

          (h)   Changes in Financial Condition  of   PIH.   There
     shall not have occurred any material adverse change in   the
     financial   condition   or   in  the  operations   of    the
     business  of PIH, except expenditures in furtherance of this
     Agreement.

          (i)   Absence  of  Pending  Litigation.   PIH  is   not
     engaged   in   or   threatened  with any  suit,  action,  or
     legal,  administrative  or other proceedings or governmental
     investigations    pertaining  to  this  Agreement   or   the
     consummation of the transactions contemplated hereunder.

          (j)   Authorization  for Issuance of  Stock.    Tamasik
     shall  have  received in form and substance satisfactory  to
     counsel for Tamasik  a  letter  instructing and  authorizing
     the  Registrar  and Transfer  Agent for the shares of common
     stock  of   PIH   to issue  stock  certificates representing
     ownership  of  PIH  common  stock  to  Tamasik  shareholders
     in accordance  with  the  terms  of  this Agreement  and   a
     letter from said Registrar and
                              E-17
<PAGE>

Transfer    Agent   acknowledging  receipt  of  the   letter   of
instruction  and stating to  the  effect that the  Registrar  and
Transfer  Agent holds  adequate supplies  of  stock  certificates
necessary to  comply  with  the  letter  of  instruction  and the
terms  and  conditions  of  this  Agreement.

7.02  Conditions to Obligations of PIH.  The obligation of PIH to
perform this Agreement is subject  to  the  satisfaction  of  the
following conditions on or  before  the Closing unless waived  in
writing by PIH.

          (a)  Representations and Warranties.  There shall be no
     information disclosed in the schedules delivered by Tamasik,
     which  in  the  opinion  of PIH, would materially  adversely
     affect   the proposed  transaction and intent of the parties
     as  set  forth  in this  Agreement.  The representations and
     warranties of  Tamasik set forth  in  Article 4 hereof shall
     be  true  and  correct  in  all material respects as of  the
     date  of  this Agreement and as of  the Closing  as   though
     made  on  and  as  of   the  Closing,  except  as  otherwise
     permitted by this Agreement.

          (b)   Performance of Obligations.  Tamasik  shall  have
     in   all  material   respects   performed   all   agreements
     required   to  be  performed by it under this Agreement  and
     shall  have performed  in all material respects any  actions
     contemplated  by  this  Agreement   prior   to   or  on  the
     Closing  and  Tamasik  shall have complied in all   respects
     with the course of conduct required by this Agreement.

           (c)   Corporate Action.  Tamasik  shall have furnished
     minutes,   certified   copies   of  corporate    resolutions
     and/or    other    documentary  evidence   satisfactory   to
     Counsel  for  PIH  that Tamasik  has   submitted  with  this
     Agreement and any other documents required hereby  to   such
     parties for approval as provided by applicable law.

          (d)  Consents.  Any consents necessary for or  approval
     of   any   party   listed  on  any  Schedule  delivered   by
     Tamasik,   whose  consent or approval is  required  pursuant
     thereto, shall have been obtained.

          (e)    Financial  Statements.   PIH  shall  have   been
     furnished  with audited balance sheet of Tamasik as  of  its
     inception through June 30, 2000.

          (f)      Statutory    Requirements.    All    statutory
     requirements for  the  valid  consummation  by  Tamasik   of
     the  transactions  contemplated  by  this  Agreement   shall
     have  been fulfilled.

          (g)    Governmental  Approval.    All   authorizations,
     consents,  approvals, permits and orders of all federal  and
     state   governmental  agencies  required  to   be   obtained
     by    Tamasik     for  consummation   of  the   transactions
     contemplated by this  Agreement shall have been obtained.
                              E-18
<PAGE>


          (h)      Employment   Agreements.    Existing   Tamasik
     employment  agreements will have been delivered  to  counsel
     for PIH.

          (i)     Changes  in Financial  Condition  of Tamasik  .
     There shall not have occurred any material adverse change in
     the  financial   condition  or  in the  operations  of   the
     business  of Tamasik, except expenditures in furtherance  of
     this Agreement.

          (j)   Absence of Pending Litigation.  Tamasik  is   not
     engaged   in   or  threatened  with any  suit,  action,   or
     legal,  administrative or other proceedings or  governmental
     investigations    pertaining  to  this  Agreement   or   the
     consummation of the transactions contemplated hereunder.

          (k)    Shareholder Approval.   The Tamasik shareholders
     shall   have   approved   the   Agreement   and   Plan    of
     Reorganization.

                            ARTICLE 8
                  MATTERS SUBSEQUENT TO CLOSING

8.01   Covenant of Further Assurance.  The parties  covenant  and
agree that they shall, from time to time, execute and deliver  or
cause   to   be   executed  and  delivered  all   such    further
instruments  of conveyance, transfer, assignments,  receipts  and
other  instruments,  and  shall take or cause to  be  taken  such
further  or other actions as the other party or parties  to  this
Agreement may reasonably deem necessary in order to carry out the
purposes and intent of this Agreement.

                            ARTICLE 9
             NATURE AND SURVIVAL OF REPRESENTATIONS

9.01   All  statements  contained in  any  written   certificate,
schedule,  exhibit  or  other  written  instrument  delivered  by
PIH   or   Tamasik  pursuant hereto,  or  otherwise  adopted   by
PIH,   by   its written approval, or by Tamasik  by  its  written
approval,  or  in connection with the  transactions  contemplated
hereby,  shall  be  deemed  representations  and  warranties   by
PIH   or   Tamasik   as  the case may be.  All   representations,
warranties and agreements made by either party shall survive  for
the period of the applicable statute of limitations and until the
discovery of any claim, loss, liability or other matter based  on
fraud, if longer.

                           ARTICLE 10
   TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION

10.01    Termination.    Anything   herein   to   the    contrary
notwithstanding, this Agreement and any agreement   executed   as
required hereunder and the acquisition contemplated hereby may be
terminated at any time before the Closing as follows:
                               E-19
<PAGE>

          (a)    By  mutual  written consent  of  the  Boards  of
     Directors of PIH and Tamasik .

          (b)   By the Board of Directors of PIH if any  of   the
     conditions  set forth in Section 7.02 shall  not  have  been
     satisfied by the Closing Date.

          (c)    By the Board of Directors of Tamasik  if any  of
     the  conditions  set  forth  in  Section  7.01   shall   not
     have  been satisfied by the Closing Date.

10.02   Termination  of  Obligations and Waiver  of   Conditions;
Payment   of Expenses.  In the event  this  Agreement   and   the
acquisition  are  terminated  and  abandoned   pursuant  to  this
Article  10  hereof, this Agreement shall become void and  of  no
force  and  effect and there shall be no liability on the part of
any of  the parties   hereto,  or  their  respective   directors,
officers,  shareholders  or controlling persons  to  each  other.
Each   party  hereto    will   pay   all   costs   and   expenses
incident   to    its  negotiation   and   preparation   of   this
Agreement   and   any   of   the   documents    evidencing    the
transactions  contemplated   hereby, including fees, expenses and
disbursements of counsel.

                           ARTICLE 11
              EXCHANGE OF SHARES; FRACTIONAL SHARES

11.01   Exchange of Shares.  At the Closing, PIH  shall  issue  a
letter  to  the  transfer  agent  of  PIH  with  a  copy  of  the
resolution   of  the Board of Directors of PIH  authorizing   and
directing the issuance of PIH  shares  as set forth on Exhibit  A
to this Agreement.

11.02   Restrictions on Shares Issued to Tamasik .  Due  to   the
fact  that Tamasik will receive shares of PIH  common  stock   in
connection  with the acquisition which have not  been  registered
under the 1933 Act by virtue of the exemption provided in Section
4(2)   of   such  Act,  those shares of PIH  will   contain   the
following legend:

               The    shares   represented   by    this
          certificate   have not been registered  under
          the Securities Act  of 1933.  The shares have
          been  acquired  for investment and may not be
          sold  or  offered for  sale  in  the  absence
          of   an   effective  Registration   Statement
          for the shares  under the  Securities Act  of
          1933  or  an opinion  of counsel    to    the
          Corporation    that    such  registration  is
          required.

                           ARTICLE 12
                          MISCELLANEOUS

12.01   Construction.   This Agreement shall  be  construed   and
enforced   in  accordance with  the laws of  the  State  of  Utah
excluding the conflicts of laws.
                               E-20
<PAGE>

12.02   Notices.   All  notices necessary or  appropriate   under
this   Agreement shall be effective when personally delivered  or
deposited  in the United States mail, postage prepaid,  certified
or  registered,  return receipt requested, and addressed  to  the
parties  last  known  address which addresses  are  currently  as
follows:

          If to "PIH"                   If to "Tamasik "

          Ms. Kitty Chow                 Mr. Stanley Hong
          163-10  Northern  Blvd., #202  19-02  Whitestone Expwy.
          New York, NY  11358            Whitestone, NY  11357

          With copies to:

          Cletha A. Walstrand, Esq.
          Lehman Walstrand & Associates, LLC
          620 Judge Building
          8 East Broadway
          Salt Lake City,  UT  84111

12.03   Amendment  and  Waiver.  The  parties  hereby   may,   by
mutual  agreement  in writing signed by each  party,  amend  this
Agreement  in  any  respect.   Any  term  or  provision  of  this
Agreement may be waived in writing at any time by the party which
is  entitled  to the benefits thereof, such  waiver  right  shall
include, but not be limited to, the right of either party to:

          (a)  Extend the time for the performance of any of  the
     obligations of the other;

           (b)  Waive any inaccuracies in representations by  the
     other  contained  in  this Agreement  or  in  any   document
     delivered pursuant hereto;

          (c)   Waive compliance by the other with  any  of   the
     covenants  contained  in this Agreement, and performance  of
     any obligations by the other; and

          (d)   Waive the fulfillment of any condition  that   is
     precedent   to  the performance by the party so  waiving  of
     any of its obligations under this Agreement.  Any writing on
     the   part   of  a   party   relating   to  such  amendment,
     extension   or  waiver  as  provided  in this Section  12.03
     shall  be valid if  authorized  or ratified by the Board  of
     Directors of such party.

12.04     Remedies not Exclusive.  No remedy conferred by  any of
    the specific provisions of this Agreement is intended  to  be
    exclusive of any other remedy, and each and every 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.  The election of any one or more  remedies
    by  PIH or Tamasik  shall not constitute a waiver of the  right
    to pursue other available remedies.
                              E-21
<PAGE>


12.05   Counterparts.  This Agreement may be executed in  one  or
more  counterparts, each of which shall be deemed  an   original,
but  all   of  which together shall constitute one and  the  same
instrument.

12.06  Benefit.  This Agreement shall be binding upon,  and inure
to  the benefit of, the respective successors and assigns of  PIH
and Tamasik  and its shareholders.

12.07   Entire  Agreement.  This Agreement and the Schedules  and
Exhibits attached hereto, represent the entire agreement  of  the
undersigned   regarding   the   subject   matter   hereof,    and
supersedes all prior written or oral understandings or agreements
between the parties.

12.08   Each  Party to Bear its Own Expense.  PIH   and   Tamasik
shall   each  bear  their own respective expenses   incurred   in
connection   with  the  negotiation, execution,   closing,    and
performance  of  this  Agreement,  including  counsel   fees  and
accountant fees.

12.09   Captions  and  Section Headings.  Captions  and   section
headings  used  herein  are for convenience only  and  shall  not
control or affect the meaning or construction of any provision of
this Agreement.

     Executed as of the date first written above.

"PIH"                                   "Tamasik "

Pacific International Holding, Inc.      TamasikTechnologies Corporation
a Utah corporation                       a Utah corporation



By:/s/Kitty Chow                        By:/s/Stanley Hong
Kitty Chow, President                   Stanley Hong, President

                              E-22
<PAGE>

     The  undersigned hereby approves the Agreement and  Plan  of
Reorganization  with Pacific International  Holding,  Inc..   The
undersigned  hereby represents and warrants that the  undersigned
has  read  the Agreement and Plan of Reorganization with  Pacific
International  Holding,  Inc.  and  understands  its  terms   and
conditions.

Shareholders of Tamasik Technologies Corporation


/s/Stanley hong                    Date:11/10/00
Stanley Hong, sole shareholder

                              E-23
<PAGE>


                           EXHIBIT A



       Name of                               Number of
     Shareholder                               Shares

     Stanley Hong                            3,395,525

                              E-24
<PAGE>

                            EXHIBIT B

               INVESTMENT REPRESENTATION STATEMENT

PURCHASER:          Stanley Hong

ISSUER:        Pacific International Holding, Inc.

SECURITY:      Common Stock, par value $.001

QUANTITY:      3,395,525 Shares

     In   connection  with  the  purchase  of  the   above-listed
Securities  of  the Company, I, the purchaser  represent  to  the
Company the following:

     (1)   Investment.   I  am  aware of the  Company's  business
affairs  and financial condition.  I am purchasing the Securities
for investment for my own account only and not with a view to, or
for  resale in connection with, any "distribution" thereof within
the  meaning  of the Securities Act of 1933 (as Amended).   These
securities have not been registered under the Securities  Act  by
reason of a specific exemption therefrom, which exemption depends
on,  among  other things, the bona fide nature of the  investment
intent  as  expressed  herein.  In this connection  I  understand
that,  in view of the Securities and Exchange Commission ("SEC"),
the  statutory basis for such exemption may be unavailable if  my
representation was predicated solely upon a present intention  to
hold  these  Securities  for  the minimum  capital  gains  period
specified under tax statutes, for a deferred sale, for  or  until
an  increase or decrease in the market price of the Securities or
for  the  period  of one year or any other fixed  period  in  the
future.

     (2)   Restrictions  on  Transfer Under  Securities  Act.   I
further  acknowledge and understand that the Securities  must  be
held  indefinitely unless they are subsequently registered  under
the  Securities Act or unless an exemption from such registration
is  available.  Moreover, I understand that the Company is  under
no  obligation  to  register  the  Securities.   In  addition,  I
understand that the certificate evidencing the Securities will be
imprinted  with  a  legend which prohibits the  transfer  of  the
Securities  unless  they are registered  or  unless  the  Company
receives  an  opinion of counsel reasonably satisfactory  to  the
Company that such registration is not required.

     (3)   Sales  Under Rule 144.  I am aware of the adoption  of
Rule  144 by the SEC promulgated under the Securities Act,  which
in substance permits limited public resale of securities acquired
in  a non- public offering subject to the satisfaction of certain
conditions,  including:  (i) the availability of certain  current
public information about the Company, (ii) the resale being  made
through a broker in an unsolicited "broker's transaction"  or  in
transactions directly with a " market maker," and (iv) the amount
of  securities  sold during any three-month period not  exceeding
specified   limitations  (generally  1%  of  the   total   shares
outstanding).

     (4)   Limitations  on Rule 144.  I further  acknowledge  and
understand that the Company is not now, and at any time I wish to
sell the Securities may not be, satisfying the public information
requirement of Rule 144, and, in such case, I would be  precluded
from  selling the Securities under Rule 144 even if  the  minimum
holding period had been satisfied.
                              E-25
<PAGE>

     (5)   Sales Not Under Rule 144.  I further acknowledge that,
if  all the requirements of Rule 144 are not met, then Regulation
A,  or  some  other registration exemption will be required;  and
that,  although  Rule  144 is not exclusive,  the  staff  of  the
Commission  has expressed its opinion (i) that persons  proposing
to  sell  private placement securities other than in a registered
offering  or  exemption from registration is available  for  such
offers  or sales, and (ii) that such persons and the brokers  who
participate in the transactions do so their own risk.

     (6)   Stop Transfer Instructions.  I further understand that
stop transfer instructions will be in effect with respect to  the
transfer of the Securities consistent with the above.

     (7)    Additional   Representations  and   Warranties.    In
addition, I represent and warrant:

          (i)   That I have had the opportunity to  ask
          questions of,  and receive answers from,  the
          Company ( or any person acting on its behalf)
          concerning   the  Company  and  my   proposed
          investment in the Securities;

          (ii)  That  I  have  concluded  that  I  have
          sufficient information upon which to base  my
          decision to acquire the Securities;

          (iii)       That   I   have   made   my   own
          determination of the value of the  Securities
          and  have  not  relied upon  any  statements,
          representations or warranties of the  Company
          regarding the value of the Securities or  the
          business prospects of the Company;

          (iv) That I understand that in acquiring  the
          Securities,  I am making a highly speculative
          investment  with  the  knowledge   that   the
          Company   is   in  the  initial   stages   of
          development;

          (v)    That  I  am  capable  of  bearing  the
          economic  risk and burdens of the investment,
          the  possibility of complete loss of  all  of
          the investment, and the possible inability to
          readily liquidate the investment due  to  the
          lack of   public market; and

          (vi)  That I understand that, in selling  and
          transferring the Securities, the Company  had
          relied    upon   an   exemption   from    the
          registration  requirements of the  Securities
          Act   and  that,  in  an  attempt  to  effect
          compliance  with all the conditions  of  such
          exemption,  the  Company is relying  in  good
          faith    upon    all    of    my    foregoing
          representations and warranties.

                         SIGNATURE OF PURCHASER

Date:11/10/00

                         /s/Stanley Hong
Address:                 Stanley Hong


                              E-26
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