EXECUTION COPY


                            SHARE EXCHANGE AGREEMENT

      THIS SHARE EXCHANGE  AGREEMENT (this  "Agreement"),  is entered into as of
this 13th day of April, 2004, by and between:  (i) Pacific  Technology,  Inc., a
Delaware  corporation  (the  "Corporation"),  (ii)  Iempower,  Inc.  ("IEM"),  a
Delaware corporation doing business in the State of New York as MyRichUncle, and
(iii) Vishal Garg, in his capacity as a stockholder of IEM and as representative
of  the  other   stockholders   of  IEM  (in  such  capacity,   the  "Authorized
Representative")  (all stockholders of IEM listed on Exhibit A hereto,  the "IEM
Stockholders"),  for purposes  only of Sections 3.1, 3.5 and Article VII of this
Agreement. The Corporation,  IEM and the Authorized  Representative are referred
to collectively as the "Parties."

                                    RECITALS

A. On the terms and conditions  hereinafter provided, the Corporation desires to
acquire from the IEM Stockholders,  and the IEM Stockholders wish to transfer to
the  Corporation  100% of the issued and  outstanding  common stock,  $0.001 par
value per share ("IEM Common  Stock") of IEM (the  "Transferred  IEM Shares") in
exchange for 6,863,433 newly issued shares of common stock, $0.001 par value per
share  ("Corporation  Common Stock") of the Corporation  constituting,  together
with the New  Warrant  Shares  (as  defined  below),  59.02% of the  issued  and
outstanding  Corporation  Common Stock (such shares,  the "Issued Shares") after
giving effect to the issuance of Corporation Common Stock in the PPO (as defined
below) but before giving effect to the issuance of the Corporation  Common Stock
pursuant to the exercise of the Warrants (as defined below) to be issued as part
of  the  PPO  as  of  the  Closing  (as  defined  below)  (such  share  exchange
transaction,  the  "Transaction").  The exchange  ratio used for purposes of the
Transaction is one share of IEM Common Stock to 0.5053 shares of the Corporation
Common Stock (the "Exchange Ratio").

B. In addition,  in connection with the Transaction,  the Corporation will issue
to holders of warrants  (the  "Existing  Warrants")  to  purchase  shares of IEM
Common Stock listed on Schedule 2.7.1 hereto,  upon cancellation of the Existing
Warrants,   new  warrants  (the  "New  Warrants")  to  purchase  shares  of  the
Corporation Common Stock, in the amounts set forth on Schedule 2.7.2 hereto, for
an  aggregate  2,136,567  shares of the  Corporation  Common  Stock (such shares
issuable upon the exercise of the New Warrants, the "New Warrant Shares").

C. In  connection  with the  Transaction,  the  Corporation  will  also  acquire
9,325,000  shares of the  Corporation  Common  Stock held by  certain  officers,
directors and/or principal stockholders of the Company:  Michelle Mirrotto, Ryan
Neely, Stanley McCrosky and Roderick Cabahug  ("Management") in exchange for all
of the Corporation's  2,010,000 shares in its Subsidiary (as defined below) (the
"Subsidiary  Exchange").  The  effect  of the  Subsidiary  Exchange  will  be to
transfer  the  entire   capital   stock  of  the   Subsidiary   to   Management.
Simultaneously  with the closing of the  Subsidiary  Exchange,  the  Corporation
intends to cancel the 9,325,000 shares of the Corporation  Common Stock acquired
from Management and return such shares to the Company's treasury.


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D. The Authorized  Representative  and each of the IEM Stockholders have entered
into the Irrevocable Power of Attorney and Custody Agreement, attached hereto as
Exhibit  B (the  "Custody  Agreement")  and  each of the IEM  Stockholders  have
executed and delivered to the  Corporation a  Stockholder  Certificate  attached
hereto as Exhibit C (each, a "Stockholder Certificate").

      NOW THEREFORE,  on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, the Parties hereto hereby agree as follows:


                                    ARTICLE I

                         REPRESENTATIONS, COVENANTS AND
                          WARRANTIES OF THE CORPORATION

      As an  inducement  to, and to obtain the reliance of IEM, the  Corporation
hereby represents,  warrants and covenants to IEM as of the date hereof , and as
of the Closing Date (as defined below), as follows:

1.1   Organization.

      (a) The Corporation is a corporation  duly organized and validly  existing
under the laws of the State of Delaware and has the corporate  power and is duly
authorized,  qualified,  franchised,  and licensed  under all  applicable  laws,
regulations,  ordinances,  and  orders of public  authorities  to own all of its
properties and assets and to carry on its business.  The following documents are
attached  hereto under  Exhibit D: (i) a certified  copy of the  certificate  of
incorporation  of the  Corporation  in effect as of the date of this  Agreement;
(ii) the bylaws of the  Corporation in effect as of the date of this  Agreement;
and  (iii) a  certificate  of good  standing  of the  Corporation  issued by the
Secretary  of  State of the  State of  Delaware  and  dated as of a recent  date
preceding the date of this Agreement.

      (b) The Subsidiary (as defined below) is a corporation  duly organized and
validly  existing  under the laws of the State of Nevada  and has the  corporate
power and is duly  authorized,  qualified,  franchised,  and licensed  under all
applicable laws,  regulations,  ordinances,  and orders of public authorities to
own all of its properties and assets and to carry on its business. The following
documents  are  attached  hereto  under  Exhibit E: (i) a certified  copy of the
articles of  incorporation  of the  Subsidiary  in effect as of the date of this
Agreement;  (ii) the bylaws of the  Subsidiary  in effect as of the date of this
Agreement;  and (iii) a certificate of good standing of the Subsidiary issued by
the  Secretary  of State of the  State of Nevada  and dated as of a recent  date
preceding the date of this Agreement.  For purposes of this Agreement,  the term
"Subsidiary" shall mean Pacific Technology,  Inc., a Nevada  corporation.  Other
than the Subsidiary,  the Corporation does not own or control 50% or more of the
securities or other  interests  entitled to vote in the election of directors or
others  performing  similar  functions with respect to any  corporation or other
organization,  or to otherwise  control any  corporation,  partnership,  limited
liability company, limited partnership,  joint venture,  business trust or other
entity.


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      (c) The following  information for the Subsidiary is set forth in Schedule
1.1(c) to this Agreement:  (i) its name and jurisdiction of incorporation,  (ii)
the type and percentage  interest held by the  Corporation in the Subsidiary and
the names of and percentage interest held by the other interest holders, if any,
in the  Subsidiary,  and (iii) any loans from the  Corporation  to, or  priority
payments due to the  Corporation  from,  the  Subsidiary  and the rate of return
thereon.

1.2 Due  Authorization.  The  Corporation has taken, or will have taken prior to
Closing (as defined  below),  all actions  required by law, its  certificate  of
incorporation,  its bylaws, or otherwise to authorize the execution and delivery
of this  Agreement.  No  authorization,  approval,  consent,  or  order  of,  or
registration  with,  any  court  or  other  governmental  body  is  required  in
connection  with the execution and delivery by the Corporation of this Agreement
and  consummation  by the Corporation of the  transactions  contemplated by this
Agreement, including without limitation, the issuance of New Warrants.

1.3 Absence of Violation.  The execution and delivery of this Agreement, and all
exhibits hereto does not and the consummation of the  transactions  contemplated
hereby and thereby will not: (a) conflict with,  violate,  result in a breach of
or constitute a default under any provision of the certificate of  incorporation
(as amended through the date hereof) or bylaws or other organizational documents
of the  Corporation;  (b)  violate,  conflict  with or result  in the  breach or
termination of or modification,  or otherwise give any other  contracting  party
the right to  terminate  or modify,  or  constitute  a default,  with or without
notice,  the lapse of time or both, or cause the acceleration of any obligation,
under the terms of any contract to which the Corporation is a party;  (c) result
in the creation of any lien,  charge or encumbrance upon the properties or other
assets of the Corporation;  or (d) conflict with, violate, result in a breach of
or constitute a default under any judgment,  order, injunction,  decree or award
against,  or binding  upon,  the  Corporation  or upon any of its  properties or
assets.

1.4 Consents. The Corporation is not subject to any law, ordinance,  regulation,
rule, order, judgment, injunction, decree, charter, bylaw, contract, commitment,
lease,  agreement,  instrument  or other  restriction  of any kind  which  would
prevent the  Corporation  from  performing  the terms of this  Agreement and all
exhibits  hereto or any of the  transactions  contemplated  hereby  and  thereby
without the consent of any third  party,  or which would  require the consent of
any third party for the  consummation  of this Agreement and all exhibits hereto
or any of the  transactions  contemplated  hereby and  thereby,  or which  would
result  in any  penalty,  forfeiture  or other  termination  as a result of such
consummation.

1.5 Binding Obligation. When executed by the Corporation, this Agreement and all
exhibits  hereto and the  representations  and warranties  contained  herein and
therein will constitute a valid and binding  obligation of the Corporation,  its
successors and permitted assigns enforceable in accordance with their respective
terms.

1.6   Capitalization and Outstanding Shares.

      (a) As of the  date of  this  Agreement,  the  authorized  capital  of the
Corporation consists of 55,000,000 shares of capital stock, $0.001 par value per
share, of which 50,000,000 shares are common stock and 5,000,000 shares are


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preferred  stock.  There are 12,925,000  shares of the Corporation  Common Stock
currently issued and outstanding,  and no shares of the Corporation's  preferred
stock are issued and  outstanding.  Such  issued and  outstanding  shares of the
Corporation Common Stock are validly issued,  fully paid, and non-assessable and
have not been issued in  violation  of the  pre-emptive  or other  rights of any
person.

      (b) As of the  date of  this  Agreement,  the  authorized  capital  of the
Subsidiary  consists of 55,000,000 shares of capital stock, $0.001 par value per
share,  of which  50,000,000  shares are common stock and  5,000,000  shares are
preferred stock.  There are 2,010,000  shares of the  Subsidiary's  common stock
currently  issued and outstanding,  and no shares of the Subsidiary's  preferred
stock are issued and  outstanding.  Such  issued and  outstanding  shares of the
Subsidiary's common stock are validly issued, fully paid, and non-assessable and
have not been issued in  violation  of the  pre-emptive  or other  rights of any
person.

1.7   No Options, Warrants or Subscriptions.

      (a) Except as set forth on Schedule 1.7(a) to this Agreement, there are no
existing options, warrants, calls, subscriptions,  commitments of any character,
or any other right (whether by law, pre-emptive or contractual)  relating to any
shares of the  Corporation's  capital  stock,  or requiring the  Corporation  to
purchase,  redeem or otherwise acquire any of its issued and outstanding  shares
of capital stock. Following the Closing (as defined below), the Corporation will
have New Warrants issued and outstanding.

      (b)  There  are  no  existing  options,  warrants,  calls,  subscriptions,
commitments of any character, or any other right (whether by law, pre-emptive or
contractual)  relating  to any  shares of the  Subsidiary's  capital  stock,  or
requiring  the  Subsidiary to purchase,  redeem or otherwise  acquire any of its
issued and outstanding shares of capital stock.

1.8  Compliance  With  Laws and  Regulations.  Each of the  Corporation  and the
Subsidiary  has complied with all  applicable  statutes and  regulations  of any
federal,  state, or other governmental  entity or agency thereof,  except to the
extent  that  noncompliance  would  not  materially  and  adversely  affect  the
business, operations, properties, assets, or condition of the Corporation or the
Subsidiary, taken individually, or except to the extent that noncompliance would
not result in the  occurrence of any material  liability for the  Corporation or
the Subsidiary.

1.9  Litigation.   There  are  no  claims,   actions,   suits,   proceedings  or
investigations  pending  or  threatened  or  reasonably  anticipated  against or
affecting the Corporation,  or the Subsidiary or any of their respective  assets
or business or this Agreement or any exhibit hereto,  at law or in equity, by or
before any court, arbitrator or governmental authority, domestic or foreign.

1.10 No Bankruptcy.  There has not been filed any petition or  application,  nor
any proceeding  commenced by or against the  Corporation or the Subsidiary  with
respect  to any  assets  of the  Corporation  or the  Subsidiary  under any law,
domestic  or  foreign,  relating  to  bankruptcy,   reorganization,   fraudulent
transfer,  compromise,   arrangements,   insolvency,  readjustment  of  debt  or
creditors'  rights,  and no assignment  has been made by the  Corporation or the
Subsidiary for the benefit of creditors generally.


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1.11  Shareholder's  Agreements.  Except for this  Agreement and any  agreements
incorporated as exhibits hereto, there is no agreement which governs or purports
to govern the shareholdings of the Corporation or which restricts or purports to
restrict the exercise by any  shareholder of the  Corporation of his rights as a
shareholder  of  the  Corporation,   including  without  restriction,  any  such
agreement,  arrangement,  commitment or  understanding  restricting or otherwise
relating to the voting, dividend rates or disposition of the shares (or units or
other equity interest, as the case may be) of the Corporation,  save as governed
by applicable law.

1.12 Option Plans.  There is no share option plan or similar plan to acquire any
additional shares or units or other equity interests, as the case may be, of the
Corporation or securities  convertible or exercisable into or exchangeable  for,
or which otherwise  confer on the holder thereof any right to acquire,  any such
additional  shares or units or equity  interests,  as the case may be, except as
set forth on Schedule 1.7(a) to this Agreement.

1.13  Financial   Statements.   The  financial   statements   contained  in  the
Corporation's  filings with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as  amended,   comply  in  all  material  respects  with  applicable  accounting
requirements and the rules and regulations of the SEC with respect thereto as in
effect at the time of filing.  Such financial  statements  have been prepared in
accordance  with the United  States  generally  accepted  accounting  principles
("GAAP")  applied on a consistent basis during the periods  involved,  except as
may be otherwise  specified in such  financial  statements or the notes thereto,
and fairly  present in all  material  respects  the  financial  position  of the
Corporation  and its  consolidated  subsidiaries as of and for the dates thereof
and the  results  of  operations  and cash  flows for the  periods  then  ended,
subject, in the case of unaudited statements,  to normal,  immaterial,  year-end
audit adjustments.

1.14 Tax Returns.  All required tax returns and information  returns and reports
of or relating to any tax and the  information  and data contained  therein have
been properly and  accurately  compiled and completed in all material  respects,
and filed in a timely  manner with the  appropriate  taxation  authority for the
Corporation.

1.15  Guarantees.  The Corporation  does not have any  outstanding  contracts or
commitments  guaranteeing (or indemnifying or making  contribution to others for
breaches in connection with) the payment or collection or the performance of the
obligations of others,  and the  Corporation has not entered into any deficiency
agreements,  or issued any comfort  letters,  or otherwise  granted any material
financial assistance to any person, firm, corporation or other entity.

1.16 No  Non-Competition  Agreement.  There is no restriction  agreement nor any
non-solicitation or non-competition  agreement or other agreement restricting in
any way the  carrying on of the  business of the  Corporation  binding  upon the
Corporation.

1.17 Real Property. The Corporation does not own any real or otherwise immovable
property, and the Corporation does not hold as tenant any leases.


<PAGE>


1.18  Employment  Matters.   The  Corporation  does  not  have  any  employment,
consulting or severance  contract,  arrangement or understanding with any person
whomsoever. The Corporation has not granted any "golden parachute" to any of its
past or  present  employees.  The  salaries  and  bonuses  of all  officers  and
employees  of the  Corporation  have been paid in full by the  Corporation.  The
Corporation is in compliance in all material  respects with all applicable  laws
relating to  employment  in all relevant  jurisdictions.  There is no pending or
outstanding  employment dispute within the Corporation.  The consummation of the
transactions  contemplated by this Agreement will not give rise to any liability
of the Corporation  for bonuses,  severance pay,  termination  benefits or other
amounts.

1.19  Intellectual  Property.  The  Corporation has not and is not violating any
patents,   material  trademarks,   trade  names,   copyrights,   service  marks,
applications therefor and other industrial and intellectual property.

1.20  Issuance of Shares  Exempt from  Registration.  The issuance of the Issued
Shares and New  Warrants to the IEM  Stockholders  is exempt  from  registration
under United States federal and state securities laws and regulations.

1.21 No  Materially  Adverse  Undisclosed  Facts.  There is no fact known to the
management of the Corporation which has not previously been disclosed in writing
to IEM which may materially  adversely  affect the Corporation or its respective
assets, properties,  business,  prospects,  operation or condition (financial or
otherwise),  or which  should  be  disclosed  to IEM in order to make any of the
warranties  and  representations  herein true and not misleading and no state of
facts is known (or with  reasonable  diligence would be known) to the management
of the Corporation that would operate to prevent the Corporation from continuing
to carry on its business in the manner in which carried on at the date hereof.

1.22  Absence of  Certain  Changes  or  Events.  Except in order to fulfill  the
obligations   created  by  this  Agreement  and  to  complete  the  transactions
contemplated herein, from the date of this Agreement until the completion of the
Closing (as described  below) the Corporation  will: (a) not incur any liability
or obligation whatsoever,  secured or unsecured,  direct or indirect, other than
in the  ordinary  and usual  course  of its  business;  (b) not  enter  into any
contracts or agreements whatsoever, other than in the ordinary and usual conduct
and  course of its  business;  (c) not  change  any of its  accounting  methods,
principles,  practices or policies;  (d) not cease to operate its properties and
to carry on its business as  heretofore  carried on, nor fail to maintain all of
its properties, rights and assets consistently with past practices; (e) not sell
or  otherwise  in any way alienate or dispose of any of its assets other than in
the ordinary course of business and in a manner  consistent with past practices;
(f) not modify its certificate of  incorporation,  bylaws or capital  structure,
except in accordance with this Agreement;  (g) not make any  modification to its
authorized  or issued  shares,  nor  redeem,  retire,  repurchase  or  otherwise
acquire,  nor issue,  sell or otherwise  dispose of, shares of its capital stock
other equity interests or warrants,  bonds or rights in its own capital, (h) not
make  any  distribution,  by  way  of  dividend  or  otherwise,  to  any  of its
shareholders or to any affiliate or associate thereof, or reserve or declare any
dividend;  (i) not make any  material  change  in the  form of  compensation  or
remuneration payable or to become payable to any of its shareholders, directors,
officers,  employees  or agents  nor in the rate  thereof;  (j)  other  than the
ordinary course of business,  not grant to any customer any special allowance or

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discount,  or change its pricing,  credit or payment policies;  (k) not make any
loan or advance, or assume, guarantee or otherwise become liable with respect to
the  liabilities or obligations of any person;  (l) not permit,  cause or suffer
any extraordinary  losses not covered by insurance;  (m) not remove any director
or auditor or terminate any officer or have any of the foregoing resign,  except
as set  forth  on  Schedule  1.22(m)  to this  Agreement;  (n) not  purchase  or
otherwise  acquire any shares or other equity  interest,  as the case may be, in
any person.  The Corporation  further  represents  that: (o) it is not currently
facing any action or suit, proceeding,  inquiry, or any threat thereof,  against
or affecting  the  Corporation  at law or in equity or before or by any foreign,
federal,  state,   provincial,   municipal  or  other  governmental  department,
commission,  board,  bureau,  agency  or  instrumentality  which  may in any way
materially and adversely affect the Corporation;  (p) except as described in its
SEC filings,  and/or the Corporation's interim financial statements,  there have
not been any  transactions,  agreements,  arrangements  or payments  (including,
without  limitation,  salaries,  bonuses,  royalties  or  fees)  relating  to or
affecting the  Corporation or its business:  (i) involving any related entity of
the  Corporation;  (ii)  involving  any  current  or former  director,  officer,
shareholder  of the  Corporation;  (iii)  involving  any member of the immediate
family of any  individual  described in clause (ii) above;  (iv)  involving  any
other  person  not  acting  at arm's  length  with the  Corporation;  or (v) not
otherwise at arm's length.

1.23 Reliance.  All representations and warranties of the Corporation  contained
herein  shall be deemed  to have been  relied  upon by IEM  notwithstanding  any
investigation  heretofore  or hereafter  made by IEM or by its counsel or by any
other  representative  of IEM and shall  survive the date hereof and continue in
full force and effect for the benefit of IEM for an  unlimited  duration in case
of fraud, gross negligence, material willful concealment or until the limitation
period  under any  applicable  tax statute  has expired or, in all other  cases,
until the second anniversary of the date hereof.

                                   ARTICLE II

                   REPRESENTATIONS, COVENANTS, AND WARRANTIES
                                     OF IEM

      As an inducement  to, and to obtain the reliance of the  Corporation,  IEM
hereby  represents,  warrants and  covenants to the  Corporation  as of the date
hereof , and as of the Closing Date, as follows:

2.1 Organization. IEM is a company duly organized and validly existing under the
laws  of the  State  of  Delaware  and  has  the  corporate  power  and is  duly
authorized,  qualified  and licensed  under all  applicable  laws,  regulations,
ordinances,  and orders of public  authorities  to own all of its properties and
assets  and to  carry on its  business,  except  as  disclosed  in the  Offering
Memorandum (as defined below). The following documents are attached hereto under
Exhibit F: (i) a certified copy of the  certificate of  incorporation  of IEM in
effect as of the date of this Agreement;  (ii) the bylaws of IEM in effect as of
the date of this  Agreement;  and (iii) a certificate of good standing of IEM as
of a recent date.

2.2 Due Authorization.  IEM has taken, or will have taken prior to Closing,  all
actions required by law, its articles of incorporation, its bylaws, or otherwise
to authorize  the execution and delivery of this  Agreement.  No  authorization,


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approval,  consent, or order of, or registration,  declaration,  or filing with,
any  court  or  other  governmental  body is  required  in  connection  with the
execution and delivery by IEM of this Agreement and  consummation  by IEM of the
transactions contemplated by this Agreement.

2.3 Absence of Violation.  The execution and delivery of this Agreement, and all
exhibits hereto does not and the consummation of the  transactions  contemplated
hereby and thereby will not (a) conflict with, violate, result in a breach of or
constitute a default  under any provision of the articles of  incorporation  (as
amended)  or bylaws  or other  organizational  documents  of IEM;  (b)  violate,
conflict  with or result in the breach or  termination  of or  modification,  or
otherwise give any other  contracting party the right to terminate or modify, or
constitute  a default,  with or without  notice,  the lapse of time or both,  or
cause the  acceleration  of any  obligation,  under the terms of any contract to
which  IEM is a party;  (c)  result  in the  creation  of any  lien,  charge  or
encumbrance  upon the  properties or other assets of IEM; or (d) conflict  with,
violate,  result in a breach of or  constitute  a  default  under any  judgment,
order, injunction,  decree or award against, or binding upon, IEM or upon any of
its properties or assets.

2.4 Consents.  Except as set forth on Schedule 2.4 to this Agreement, IEM is not
subject to any law, ordinance,  regulation,  rule, order, judgment,  injunction,
decree, charter, bylaw, contract,  commitment,  lease, agreement,  instrument or
other  restriction of any kind which would prevent IEM from performing the terms
of  this  Agreement  and  all  exhibits  hereto  or  any  of  the   transactions
contemplated hereby and thereby without the consent of any third party, or which
would  require  the  consent  of any third  party for the  consummation  of this
Agreement and all exhibits hereto or any of the transactions contemplated hereby
and  thereby,  or  which  would  result  in any  penalty,  forfeiture  or  other
termination as a result of such consummation.

2.5 Binding Obligation.  When executed by IEM, this Agreement,  and all exhibits
hereto and the representations and warranties  contained herein and therein will
constitute a valid and binding  obligation of IEM, its  successors and permitted
assigns enforceable in accordance with their respective terms.

2.6 IEM  Transferred  Shares.  IEM  hereby  represents  and  warrants  that  the
Transferred  IEM Shares  constitute  all of IEM's issued and  outstanding  share
capital. Vishal Garg, in his capacity as a stockholder of IEM, hereby represents
and warrants that,  with respect to the number of shares of IEM Common Stock set
forth  beside his name on the  signature  page hereto  (representing  all of the
securities of IEM held thereby),  such  securities are (i) free and clear of any
claims,  charges,   equities,   liens,  security  interests,   and  encumbrances
whatsoever  (including  but not  limited to any  marital or  community  property
interest);  and (ii) delivery of such securities on the Closing Date will convey
to the Corporation good and marketable title to such securities,  free and clear
of any claims,  charges,  equities,  liens,  security interests and encumbrances
whatsoever.

2.7 Options or Warrants or Subscriptions.  Except as set forth on Schedule 2.7.1
to this Agreement, there are no existing options, warrants, calls, subscriptions
or  commitments  of any character  relating to the authorized and unissued share
capital of IEM, including, but not limited to the common stock of IEM.


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2.8 Compliance With Laws and Regulations. Except as set forth on Schedule 2.8 to
this  Agreement,  to the  actual  knowledge  of IEM,  it has  complied  with all
applicable statutes and regulations of any federal,  state or other governmental
entity or agency  thereof,  except to the extent  that  noncompliance  would not
materially and adversely affect the business, operations, properties, assets, or
condition of IEM or except to the extent that noncompliance  would not result in
the occurrence of any material liability for IEM.

2.9  Litigation.   There  are  no  claims,   actions,   suits,   proceedings  or
investigations  pending  or  threatened  or  reasonably  anticipated  against or
affecting  IEM or any of their  assets  or  business  or this  Agreement  or any
exhibit  hereto,  at law or in equity,  by or before any  court,  arbitrator  or
governmental authority, domestic or foreign.

2.10 No Bankruptcy.  There has not been filed any petition or  application,  nor
any  proceeding  commenced  by or against IEM with  respect to any assets of IEM
under any law,  domestic or foreign,  relating  to  bankruptcy,  reorganization,
fraudulent transfer, compromise, arrangements,  insolvency, readjustment of debt
or creditors'  rights, and no assignment has been made by IEM for the benefit of
creditors generally.

2.11 Option Plans.  There is no share option plan or similar plan to acquire any
additional shares or units or other equity interests, as the case may be, of IEM
or securities  convertible or  exercisable  into or  exchangeable  for, or which
otherwise confer on the holder thereof any right to acquire, any such additional
shares or units or equity interests, as the case may be.

2.12  Financial  Statements.  The  financial  statements  attached  hereto under
Exhibit F accurately reflect, subject to further auditing according to GAAP: (a)
the assets of IEM (cash and in kind); and (b) all outstanding obligations of IEM
whatsoever.  With the exception of the senior  promissory  note in the principal
amount of  $750,000,  dated  March 30,  2004,  made by IEM in favor of Mr.  Mark
Tompkins, IEM has no other material outstanding obligations.

      IEM shall provide the audited financial statements for the fiscal years of
2002 and 2003 within 60 days after the Closing  Date to be filed with the SEC on
Form 8-K.

2.13 Tax Returns. Except as set forth on Schedule 2.13, all required tax returns
and  information  returns  and  reports  of or  relating  to  any  tax  and  the
information  and data  contained  therein  have  been  properly  and  accurately
compiled and  completed in all material  respects,  and filed in a timely manner
with the appropriate taxation authority for IEM.

2.14  Guarantees.  IEM does not have any  outstanding  contracts or  commitments
guaranteeing (or  indemnifying or making  contribution to others for breaches in
connection with) the payment or collection or the performance of the obligations
of others,  and has not entered into any  deficiency  agreements,  or issued any
comfort letters,  or otherwise granted any material financial  assistance to any
person, firm, corporation or other entity.


<PAGE>


2.15 No  Non-Competition  Agreement.  There is no restriction  agreement nor any
non-solicitation or non-competition  agreement or other agreement restricting in
any way the carrying on of the business of IEM binding upon IEM.

2.16  Real Property.  IEM does not own any real or otherwise immovable property.

2.17  Intellectual  Property.  To the  knowledge  of IEM,  and  except as may be
disclosed  in the  Offering  Memorandum,  it has  not and is not  violating  any
patents, material trade marks, trade names, copyrights,  service marks and other
industrial and intellectual property.

2.18 No  Materially  Adverse  Undisclosed  Facts.  There is no fact known to the
management  of IEM which has not  previously  been  disclosed  in writing to the
Corporation which may materially  adversely affect IEM or its respective assets,
properties,   business,   prospects,   operation  or  condition   (financial  or
otherwise), or which should be disclosed to the Corporation in order to make any
of the  warranties  and  representations  herein true and not  misleading and no
state of facts is known  (or with  reasonable  diligence  would be known) to the
management of IEM,  which would operate to prevent IEM from  continuing to carry
on its business in the manner in which carried on at the date hereof.

2.19 Reliance. All representations and warranties of IEM contained herein, shall
be  deemed to have  been  relied  upon by the  Corporation  notwithstanding  any
investigation  heretofore  or  hereafter  made by the  Corporation  or by  their
counsel or by any other  representative of IEM and shall survive the date hereof
and  continue  in full force and effect for the  benefit of  Corporation  for an
unlimited  duration  in  case  of  fraud,  gross  negligence,  material  willful
concealment or until the limitation  period under any applicable tax statute has
expired or, in all other cases, until the second anniversary of the date hereof.

2.20  Absence of  Certain  Changes  or  Events.  Except in order to fulfill  the
obligations   created  by  this  Agreement  and  to  complete  the  transactions
contemplated herein, from the date of this Agreement until the completion of the
Closing (as defined below),  IEM will: (a) not incur any liability or obligation
whatsoever, secured or unsecured, direct or indirect, other than in the ordinary
and usual course of its business; (b) not enter into any contracts or agreements
whatsoever,  other  than in the  ordinary  and usual  conduct  and course of its
business; (c) not change any of its accounting methods, principles, practices or
policies;  (d) not cease to operate its  properties and to carry on its business
as heretofore carried on, nor fail to maintain all of its properties, rights and
assets  consistently  with past practices;  (e) not sell or otherwise in any way
alienate or dispose of any of its assets  other than in the  ordinary  course of
business  and in a manner  consistent  with past  practices;  (f) not modify its
articles  of  incorporation,  bylaws  or  capital  structure;  (g) not  make any
modification to its authorized or issued shares, nor redeem, retire,  repurchase
or otherwise  acquire,  nor issue,  sell or otherwise  dispose of, shares of its
capital stock,  other equity  interests or warrants,  bonds or rights in its own
capital, (h) not make any distribution,  by way of dividend or otherwise, to any
of its  shareholders  or to any  affiliate or associate  thereof,  or reserve or
declare  any  dividend;  (i)  not  make  any  material  change  in the  form  of
compensation  or  remuneration  payable  or to  become  payable  to  any  of its
shareholders,  directors, officers, employees or agents nor in the rate thereof;
(j) other than the ordinary  course of  business,  not grant to any customer any
special  allowance  or  discount,  or change  its  pricing,  credit  or  payment


<PAGE>


policies;  (k) not make any loan or advance,  or assume,  guarantee or otherwise
become liable with respect to the liabilities or obligations of any person;  (l)
not permit,  cause or suffer any extraordinary  losses not covered by insurance;
(m) not remove any director or auditor or  terminate  any officer or have any of
the foregoing resign;  (n) not purchase or otherwise acquire any shares or other
equity interest,  as the case may be, in any person. IEM further represents that
(o) it is not currently facing any action or suit,  proceeding,  inquiry, or any
threat thereof, against or affecting IEM at law or in equity or before or by any
foreign, federal, state, provincial, municipal or other governmental department,
commission,  board,  bureau,  agency  or  instrumentality  which  may in any way
materially and adversely  affect IEM; (p) except as described in IEM's financial
statements,  there have not been any transactions,  agreements,  arrangements or
payments (including,  without limitation,  salaries, bonuses, royalties or fees)
relating to or affecting IEM or its business:  (i) involving any related  entity
of IEM, (ii) involving any current or former director,  officer,  shareholder of
IEM, or (iii)  involving  any member of the immediate  family of any  individual
described in clause (ii) above,  (iv)  involving  any other person not acting at
arm's length with IEM or (v) not otherwise at arm's length.

                                   ARTICLE III

                                   THE CLOSING

3.1   The Exchange.

      (a) The Authorized  Representative  hereby agrees, with respect to the IEM
Common Stock he holds in the amount set forth next to his name on the  signature
page hereto and for and on behalf of each of the IEM  Stockholders by the powers
granted to him in Custody  Agreement,  to assign,  transfer  and  deliver to the
Corporation,  all of the Transferred IEM Shares,  and the Corporation  agrees to
acquire  such  Transferred  IEM  Shares by  issuing  and  delivering  to the IEM
Stockholders  and/or  their  designees in exchange  therefor the Issued  Shares,
subject to adjustment according to subsection (d) of this Section 3.1.

      (b) In  connection  with  the  Transaction,  at  Closing,  the  Authorized
Representative, for and on behalf of each holder of the Existing Warrants, shall
deliver to the Corporation evidence of cancellation of such Existing Warrants as
set forth in Section 3.5, and the  Corporation,  upon receipt of such  evidence,
shall  issue to such  holders  the New  Warrants  in the  amounts  set  forth on
Schedule  2.7.2 hereto and shall  deliver  such New  Warrants to the  Authorized
Representative, at Closing, for prompt delivery thereby to such holders. The New
Warrants shall have substantially the same terms as the Existing Warrants.

      (c) Based on the  Exchange  Ratio,  as a result of the  Closing,  each IEM
Stockholder  is entitled to receive,  in exchange  for his or its portion of the
Transferred  IEM  Shares,  that  number of the Issued  Shares  that is set forth
opposite such IEM Stockholder's name on Exhibit A hereto.

      (d) In the event that,  during the period commencing from the Closing Date
(as defined below) and ending on the first  anniversary of the Closing Date, IEM
becomes aware of any undisclosed liabilities or contingent liabilities (together
and as applicable,  the  "Liabilities")  relating to the Corporation  and/or its
operations,  including but not limited to (i) any and all litigation threatened,


<PAGE>


pending  or for which a basis  exists,  that has  resulted  or may result in the
entry of judgment in damages or otherwise against the Corporation;  (ii) any and
all  outstanding  debts owed by the  Corporation;  (iii) any and all internal or
employee   related   disputes,   arbitrations  or   administrative   proceedings
threatened,  pending  or  otherwise  outstanding,  and (iv)  any and all  liens,
foreclosures, settlements, or other threatened, pending or otherwise outstanding
financial, legal or similar obligations of the Corporation,  as such Liabilities
are determined by the Corporation's  independent auditors, on a quarterly basis,
then on the fifth day following the filing by the Corporation  with the SEC of a
quarterly  report relating to the most recent  completed  quarter for which such
determination  has been made, the  Corporation  shall issue to IEM  Stockholders
and/or their  designees  such number of shares as would result from dividing (x)
the whole dollar amount representing such Liabilities by (y) $1.60, which amount
represents the purchase price per share of the Corporation's  common stock based
on the valuation established for purposes of the PPO.

3.2 Closing.  The closing  ("Closing") of the transactions  contemplated by this
Agreement  shall be on May 31, 2004, at the offices of Baker & McKenzie  located
at 805 Third Avenue,  New York, New York, or at such other time and place as the
parties may mutually agree ("Closing Date").

3.3   Conditions Precedent to Closing.

The conditions precedent to the obligations set forth in this Agreement include:

      (a)  the  resignation  of the  entire  current  board  of  directors,  the
      executive  officers  and  current  employees  of the  Corporation  and the
      simultaneous  election  of the new board of  directors  consisting  of the
      total of five (5) directors, four of which are to be designated by IEM and
      one of which is to be designated by the Corporation;

      (b) the closing of a private placement offering (the "PPO") with a minimum
      of $4,000,000 of gross  proceeds,  whereby an aggregate of up to 2,650,000
      "Units"  at  $1.60  per  Unit  shall  be  offered   directly   to  various
      institutional  and  accredited  investors,  and  each  such  "Unit"  shall
      comprise of (i) one (1) share of the Corporation's  common stock; and (ii)
      one (1) three (3) year  callable  warrant  for each five and three  tenths
      (5.3) Units to purchase one (1) share of the Corporation's common stock at
      $2.00  per  share,  as such PPO is  described  in  further  detail  in the
      Confidential   Private  Placement   Memorandum  of  the  Corporation  (the
      "Offering Memorandum"),  to be prepared by the Corporation in consultation
      with IEM and Brean Murray & Co., Inc.,  the placement  agent in connection
      with the PPO, upon advice of their respective counsel;

      (c) all necessary filings with the SEC and any and all other  governmental
      bodies;

      (d) the  execution  and  delivery  of  lock-up  agreements  (the  "Lock-up
      Agreements")  with the  Corporation  with all officers,  directors and IEM
      Stockholders who will own 5% or more of the Corporation's  common stock on
      the Closing Date;

      (e) completion of the Subsidiary Exchange; and


<PAGE>


      (f) any other conditions  precedent set forth in Articles V and VI of this
      Agreement;

provided, however, that no Closing shall occur without the prior written consent
("Consent")  of the parties to this  Agreement on any date that occurs after the
one  hundred  and  eightieth  (180) day from the date of the  execution  of this
Agreement  (such date, the  "Termination  Date") and,  unless Consent shall have
been given prior to the Termination  Date, that this Agreement shall be null and
void and neither  party hereto shall have any further  obligation  to the other;
and provided further,  that IEM and the Corporation shall use their best efforts
to achieve a Closing prior to the Termination Date.

3.4  Appropriate  Approval.  All of the items set forth in  Section  3.3 of this
Agreement and all of the transactions  contemplated  hereunder,  shall have been
properly authorized and approved by the stockholders of the Corporation.

3.5 Closing Events. At the Closing,  each of the respective Parties hereto shall
execute,  acknowledge,  and/or  deliver,  as  applicable,  or shall  ensure  the
execution, acknowledgement, and delivery of, as applicable, the following:

      (a) In the  case of IEM  (and  Mr.  Garg  for  himself  and as  Authorized
      Representative,  with respect to  subsections  (ii) and (vi) hereof only):
      (i) each of the Schedules set forth in Article II of this Agreement;  (ii)
      power of stock transfer and share certificates  evidencing the transfer of
      the  Transferred  IEM  Shares  to  the  Corporation;   (iii)  the  Lock-Up
      Agreements in substantially the form of Exhibit G attached hereto;  (iv) a
      certificate of an officer of IEM certifying that certain facts are true as
      of the Closing Date, in accordance with Article V of this Agreement, which
      certificate   shall  be  in  form  and  substance   satisfactory   to  the
      Corporation;  (v) assignment  ("Assignment") of the Employment  Agreements
      between each of Raza Khan and Vishal Garg and IEM to the Corporation; (vi)
      evidence of  cancellation  of the  Existing  Warrants;  (vii)  evidence of
      conversion of all  outstanding  shares of Series A Preferred  Stock of IEM
      into IEM Common Stock;  and (viii) an opinion of counsel of IEM as to: (A)
      valid  existence and good standing of IEM on the date of the opinion;  (B)
      the due  authorization  by IEM of this Agreement and all exhibits  hereto;
      and (C) the  enforceability  against IEM of the Agreement and all exhibits
      hereto.

      (b) In the case of the Corporation: (i) each of the Schedules set forth in
      Article  I of this  Agreement;  (ii)  share  certificates  evidencing  the
      ownership  by  the  IEM  Stockholders  of the  Issued  Shares;  (iii)  the
      Certificate  of  Incorporation,  as  amended  through  the  Closing  Date,
      certified  by an  officer  of the  Corporation  to be in  force  as of the
      Closing  Date;  (iv)  all  documentation   relating  to  the  PPO;  (v)  a
      certificate of an officer of the Corporation certifying that certain facts
      are true as of the Closing  Date,  in  accordance  with Article VI of this
      Agreement,  which certificate shall be in form and substance  satisfactory
      to IEM;  (vi)  the New  Warrants;  (vii)  an  opinion  of  counsel  of the
      Corporation  as  to:  (A)  valid   existence  and  good  standing  of  the
      Corporation on the date of the opinion;  (B) the due  authorization by the
      Corporation  of  this  Agreement  and  all  exhibits  hereto;  and (C) the
      enforceability  against the  Corporation  of the  Agreement,  all exhibits


<PAGE>


      hereto  and  the  transactions  contemplated  by  this  Agreement;  (viii)
      acknowledgement  and acceptance of the Assignment;  and (ix) the exemption
      from  registration  under  U.S.  federal  and  state  securities  laws and
      regulations  of the issuance of the Issued  Shares and the New Warrants to
      the IEM Stockholders.

      (c) Any and all  certificates,  together  with such other  items as may be
      reasonably  requested  by the Parties  hereto and their  respective  legal
      counsel in order to effectuate or evidence the  transactions  contemplated
      hereby.

                                   ARTICLE IV

               SPECIAL REPRESENTATIONS, COVENANTS, AND WARRANTIES
          OF IEM WITH RESPECT TO THE SUBSCRIPTION OF THE ISSUED SHARES

      The Issued  Shares  shall be issued to the IEM  Stockholders  only for the
respective  accounts  of the IEM  Stockholders,  and the New  Warrants  shall be
issued to the holders set forth on Schedule 2.7.2 hereto only for the respective
accounts  of such  holders,  pursuant  to an  exemption  from  the  registration
requirements of the U.S. federal and state securities laws and regulations. Each
certificate  representing  the Issued Shares issued and delivered at the Closing
will  have  typed or  printed  thereon  a  restricted  legend  which  will  read
substantially as follows:

            "The shares  represented  by this  certificate  have not
            been  registered  under the  Securities  Act of 1933, as
            amended (the "Securities  Act"), or any state securities
            laws,  but have been  acquired by the  registered  owner
            hereof for the  purpose of  investment  and in  reliance
            upon  the   statutory   exemptions   contained   in  the
            Securities Act and similar  provisions of any applicable
            state  securities  laws.  The  shares  may not be  sold,
            pledged,  transferred  or assigned  except in accordance
            with tHE SECURITIES ACT and all other  applicable  state
            securities laws."

The New Warrants shall bear a legend substantially to the same effect.

                                    ARTICLE V

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CORPORATION

      In addition to the  conditions  precedent set forth in Section 3.2 of this
Agreement,  the obligations of the Corporation  under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following conditions:

5.1 Accuracy of Representations.  The representations and warranties made by IEM
in this Agreement were true when made and shall be true at the Closing Date with
the same force and effect as if such representations and warranties were made at


<PAGE>


and as of the  Closing  Date  (except  for  changes  therein  permitted  by this
Agreement),  and IEM shall have  performed or complied  with all  covenants  and
conditions  required by this  Agreement to be performed or complied  with by IEM
prior to or at the Closing.

5.2 No Material Adverse Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial  condition,  business,  or
operations  of IEM nor shall any event have  occurred  which,  with the lapse of
time or the giving of notice, may cause or create any material adverse change in
the financial condition, business or operations of IEM.

                                   ARTICLE VI

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF IEM

      In addition to the  conditions  precedent set forth in Section 3.2 to this
Agreement,  The  obligations  of IEM under  this  Agreement  are  subject to the
satisfaction, at or before the Closing Date, of the following conditions:

6.1 Accuracy of Representations.  The representations and warranties made by the
Corporation  in this  Agreement  were true when made and shall be true as of the
Closing Date (except for changes  therein  permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date,  and the  Corporation  shall have performed and complied
with all covenants and conditions  required by this Agreement to be performed or
complied with by the Corporation prior to or at the Closing.

6.2 No Material Adverse Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial  condition,  business,  or
operations of the Corporation nor shall any event have occurred which,  with the
lapse of time or the giving of notice,  may cause or create any material adverse
change in the financial condition, business or operations of the Corporation.

6.3 Discharge of Existing  Liabilities.  The Corporation shall discharge all the
existing  liabilities  in  excess of $5,000  before or  simultaneously  with the
Closing Date.


<PAGE>


6.4 Reservation of Stock. The Corporation  shall reserve from the authorized and
unissued shares of the Corporation Common Stock a sufficient number of shares to
provide for the issuance of New Warrant  Shares upon the exercise or  conversion
of New Warrants. Issuance of the New Warrants shall constitute full authority to
the  Corporation's  officers who are charged  with the duty of  executing  stock
certificates to execute,  issue and deliver the necessary  certificates  for New
Warrant Shares issuable upon the exercise or conversion of the New Warrants.

                                   ARTICLE VII
                             LIMITATION OF LIABILITY

7.1 Limitation of Liability of IEM  Stockholders.  None of the IEM Stockholders,
in their capacity as stockholders of IEM, makes any representations, warranties,
covenants and agreements set forth in this Agreement,  or in connection herewith
or with the  transactions  contemplated  hereby,  except for the statements made
severally  by  each  IEM  Stockholder  in  the  Stockholder   Certificate.   The
Corporation hereby acknowledges,  agrees and confirms that the IEM Stockholders,
in their  capacity  as  stockholders  of IEM,  shall have no  responsibility  or
liability  whatsoever with respect to this Agreement,  or in connection herewith
or with the  transactions  contemplated  hereby,  except in connection  with the
Stockholder Certificate.

7.2  Limitation of Liability of the  Authorized  Representative.  The Authorized
Representative,  in his capacity as such,  is a party to this  Agreement for the
limited  purpose  of  Sections  3.1,  3.5 and this  Article  VII,  and  makes no
representation or warranties and has no obligations hereunder in his capacity as
the Authorized  Representative,  other than with respect to the above provisions
of this Agreement and except for its  obligations as Custodian under the Custody
Agreement.  The Corporation  hereby  acknowledges,  agrees and confirms that the
Authorized  Representative  shall have no responsibility or liability whatsoever
with respect to this Agreement,  other than with respect to the above provisions
of this Agreement and except for its  obligations as Custodian under the Custody
Agreement.

7.3 The parties  hereto hereby agree that the  limitation of liability set forth
in  this  Article  VII is  not  intended  in any  way to  limit  or  affect  the
obligations or liability of IEM or its affiliates.


                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by, enforced,  and construed
under and in  accordance  with the laws the State of New York without  regard to
its conflicts of laws principles.

8.2 Resolution of Disputes.

      (a) Any dispute,  controversy  or claim arising out of or relating to this
Agreement, or the interpretation,  breach, termination or validity hereof, shall
first be resolved through friendly consultation,  if possible. Such consultation
shall  begin  immediately  after one party has  delivered  to the other  party a


<PAGE>


written request for such consultation (the "Consultation  Date"). If the dispute
cannot be resolved within 30 days following the  Consultation  Date, the dispute
shall be submitted to arbitration upon the request of either party, with written
notice to the other party.

(b)  Arbitration.  The  arbitration  shall  be  conducted  by  a  tribunal  (the
"Tribunal") in New York, New York under the auspices of the American Arbitration
Association  ("AAA") in accordance  with the  commercial  arbitration  rules and
supplementary  procedures for international  commercial  arbitration of the AAA.
There shall be three  arbitrators - one arbitrator shall be chosen by each party
to the dispute and those two arbitrators shall choose the third arbitrator.  All
arbitration  proceedings  shall  be  conducted  in  English.  Each  party  shall
cooperate  with the other in making full  disclosure of and  providing  complete
access  to all  information  and  documents  requested  by the  other  party  in
connection  with the  arbitration  proceedings.  Arbitration  shall be the sole,
binding,  exclusive  and final  remedy for  resolving  any  dispute  between the
parties;  either  party  may  apply to any court of  competent  jurisdiction  in
relevant jurisdictions for enforcement of any award granted by the Tribunal.

(c) During the period  when a dispute is being  resolved,  except for the matter
being disputed, the parties shall in all other respects continue to abide by the
terms of this Agreement.

8.3 Notices. Any notice or other communications  required or permitted hereunder
shall be sufficiently given if personally  delivered to it or sent by registered
mail or certified mail,  postage prepaid,  or by prepaid  telegram  addressed as
follows:

(a)   If to the Corporation, addressed as follows:

      Attn: Roderick Cabahug
      Pacific Technology, Inc.
      26586 Guadiana
      Mission Viejo, CA  92691
      Facsimile: (866) 571-6198

      With a copy to (which shall not, of itself, constitute sufficient notice):

      Gottbetter & Partners, LLP
      448 Madison Avenue, 12th Floor
      New York, New York  10022
      Attention: Louis Cammarosano
      Facsimile: (212) 400-6901

(b)   If to IEM or to the Authorized Representative, addressed as follows:

      Iempower, Inc.
      140 Broadway
      46th Floor
      New York, NY 10005
      Attn: Vishal Garg, Managing Director
      Facsimile: (212) 202-3746


<PAGE>


      With a copy to (which shall not, of itself, constitute sufficient notice):

      Baker & McKenzie
      805 Third Avenue
      New York, New York  10022
      Attention: Richard Rudder, Esq.
      Facsimile: (212) 759-9133

or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.

8.4 Schedules;  Knowledge.  Each party is presumed to have full knowledge of all
information set forth in the other party's schedules  delivered pursuant to this
Agreement.

8.5 Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties  hereto  relating to the matters set forth herein and supersedes any
prior  understanding or agreement,  oral or written,  with respect thereto.  The
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement constitute all representations,  warranties,  covenants and agreements
of the parties hereto and upon which the parties have relied.

8.6 Survival; Termination. The representations, warranties, and covenants of the
respective  parties shall survive the Closing Date and the  consummation  of the
transactions  herein  contemplated for a period of three months.  All rights and
obligations  under this entire  Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators and assigns of the parties.

8.7 Counterparts.  This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original  and all of which taken  together  shall be
but a single instrument.  For purposes of this Agreement,  facsimile  signatures
may be deemed originals.

8.8  Amendment  or Waiver.  Every  right and  remedy  provided  herein  shall be
cumulative with every other right and remedy,  whether conferred herein, at law,
or in equity, and may be enforced  concurrently  herewith,  and no waiver by any
party of the  performance of any obligation by the other shall be construed as a
waiver  of the  same of any  other  default  then,  theretofore,  or  thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may
be amended by a writing signed by all parties hereto, with respect to any of the
terms  contained  herein,  and any term or  condition of this  Agreement  may be
waived or the time for  performance  may be extended by a writing  signed by the
party or parties for whose benefit the provision is intended.

8.9  Exclusivity.  From and after the date of  execution of this  Agreement  and
during a period ending on the Termination Date (the "Exclusivity Period"),  each
of IEM and the  Corporation  hereby  respectively  agrees that it will not enter
into any  agreement or  consummate  any  transaction  with any third  party,  in

<PAGE>


whatever form (including,  without  limitation,  joint venture,  sale,  license,
distribution  agreement,  etc.) or enter into any other  transaction  that would
preclude the  consummation of the  transactions  contemplated by this Agreement.
During  the  Exclusivity  Period,  both  the  Corporation  and  IEM  will  incur
additional legal and other costs and expenses in connection with the negotiation
of the  transactions  contemplated  by this  Agreement and certain due diligence
activities related thereto. Only in the event that either IEM or the Corporation
breaches the aforementioned  exclusivity  covenant,  IEM or the Corporation,  as
applicable, will reimburse the other party for its documented costs and expenses
incurred  prior to and after the date of this  Agreement in connection  with the
transaction up to an amount not to exceed $100,000.



              [The remainder of this page intentionally left blank]



<PAGE>


      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
each party hereto as of the date first above written.

                         PACIFIC TECHNOLOGY, INC.


                         By:
                            ---------------------------------------------------
                            Name:
                            Title:


                         IEMPOWER, INc.


                         By:
                            ---------------------------------------------------
                            Name:
                            Title:


                            Vishal Garg, as Authorized Representative

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


                            Vishal Garg, as stockholder of IEM
                            with respect to 4,300,000 shares of IEM Common Stock

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


<PAGE>


                                                     EXHIBIT A

                                                 IEM STOCKHOLDERS

<TABLE>
<CAPTION>
------------------------------------------------ -------------------------------------- -----------------------------------------
            NAME OF IEM STOCKHOLDER               NUMBER OF SHARES OF IEM STOCK OWNED    NUMBER OF SHARES OF THE CORPORATION'S
                                                                                            COMMON STOCK TO BE RECEIVED UPON
                                                                                                        CLOSING
------------------------------------------------ -------------------------------------- -----------------------------------------
<S>                                              <C>                                    <C>
Schwendiman International IT Master Fund Ltd.    400,000 (Series A Preferred)           202,135
------------------------------------------------ -------------------------------------- -----------------------------------------
Schwendiman Global Frontier Markets Master       250,000 (Series A Preferred)           126,334
Fund LP
------------------------------------------------ -------------------------------------- -----------------------------------------
Schwendiman Global Frontier Markets Fund, LLC    150,000 (Series A Preferred)           75,801
------------------------------------------------ -------------------------------------- -----------------------------------------
Robert A. Farmer                                 100,000 (Series A Preferred)           50,534
------------------------------------------------ -------------------------------------- -----------------------------------------
Raza Khan                                        4,600,000 (Common)                     2,324,553
------------------------------------------------ -------------------------------------- -----------------------------------------
Vishal Garg                                      4,300,000 (Common)                     2,172,952
------------------------------------------------ -------------------------------------- -----------------------------------------
Indus Consulting, Inc.                           1,000,000 (Common)                     505,338
------------------------------------------------ -------------------------------------- -----------------------------------------
Todd Schwendiman                                 300,000 (Common)                       151,601
------------------------------------------------ -------------------------------------- -----------------------------------------
Aalok Jain                                       100,000 (Common)                       50,534
------------------------------------------------ -------------------------------------- -----------------------------------------
Global Business Inc.                             1,031,250 (Common)                     521,129
------------------------------------------------ -------------------------------------- -----------------------------------------
Alliance Global Finance Inc.                     1,031,250 (Common)                     521,129
------------------------------------------------ -------------------------------------- -----------------------------------------
Mark Kantrowitz                                  34,375 (Common)                        17,371
------------------------------------------------ -------------------------------------- -----------------------------------------
Wahid Chammas                                    10,000 (Common)                        5,053
------------------------------------------------ -------------------------------------- -----------------------------------------
Christopher Norton                               50,000 (Common)                        25,267
------------------------------------------------ -------------------------------------- -----------------------------------------
Stan Davis                                       50,000 (Common)                        25,267
------------------------------------------------ -------------------------------------- -----------------------------------------
Raaj Sah                                         50,000 (Common)                        25,267
------------------------------------------------ -------------------------------------- -----------------------------------------
Michael Greenberg                                25,000 (Common)                        12,633
------------------------------------------------ -------------------------------------- -----------------------------------------
Gobind Sahney                                    100,000 (Common)                       50,534
------------------------------------------------ -------------------------------------- -----------------------------------------
   TOTAL:                                        13,581,875                             6,863,433
------------------------------------------------ -------------------------------------- -----------------------------------------
</TABLE>


<PAGE>



                                    EXHIBIT B

                 FORM OF POWER OF ATTORNEY AND CUSTODY AGREEMENT




<PAGE>



                                    EXHIBIT C

                         FORM OF STOCKHOLDER CERTIFICATE