AGREEMENT AND PLAN OF REORGANIZATION



     THIS AGREEMENT AND PLAN OF REORGANIZATION  (this  "Agreement") is made this

___day of July,  2002, by and between Pacific  International  Holdings,  Inc., a

publicly-held,  fully reporting corporation incorporated in Utah, but which will

engage  in  a   redomestication   merger  into   Interactive   Motorsports   and

Entertainment Corp. ("IMEC"),  an Indiana corporation,  and which will result in

PIH being  incorporated in Indiana ("PIH") prior to closing;  Perfect Line, Inc,

an Indiana  corporation  ("Perfect Line"); and the persons listed in Exhibit A-1

hereof who are the owners of record of all the issued and outstanding common and

preferred  shares  of  Perfect  Line who  execute  and  deliver  this  Agreement

("Perfect Line Stockholders"), based on the following:



                                    Recitals



     PIH wishes to acquire all the issued and outstanding  stock of Perfect Line

in exchange for stock of PIH, in a transaction intended to qualify as a tax-free

exchange pursuant to section  368(a)(1)(B) of the Internal Revenue Code of 1986,

as amended.  The parties  intend for this  Agreement to represent  the terms and

conditions of such tax-free  reorganization,  which Agreement the parties hereby

adopt.  However,  neither  party is seeking tax  counsel or legal or  accounting

opinions on whether the transaction qualifies for tax free treatment. As used in

this Agreement,  the terms PIH, PIH Common Stock and PIH Preferred  Stock,  also

refer to IMEC,  PIH's  successor  by merger  and to IMEC  Common  Stock and IMEC

Preferred Stock, respectively.



                                    Agreement



         Based on the stated premises, which are incorporated herein by

reference, and for and in consideration of the mutual covenants and agreements

hereinafter set forth, the mutual benefits to the parties to be derived

herefrom, and other good and valuable consideration, the receipt and adequacy of

which are hereby acknowledged, it is hereby agreed as follows:



                                    ARTICLE I

                                EXCHANGE OF STOCK



     1.01  Exchange of Shares.  On the terms and subject to the  conditions  set

forth in this  Agreement,  on the  Closing  Date (as  defined  in  Section  1.05

hereof),  the Perfect Line Stockholders shall assign,  transfer,  and deliver to

PIH, free and clear of all liens, pledges, encumbrances,  charges, restrictions,

or claims of any kind, nature, or description, all issued and outstanding shares

of common and preferred shares of Perfect Line (the "Perfect Line Common Shares"

and the  Perfect  Line  Preferred  Shares  respectively)  held by  Perfect  Line

Stockholders  which shares shall represent all issued and outstanding  shares of

Perfect Line common and  preferred  stock (the Perfect Line Common Stock and the

Perfect Line Preferred  Stock are  hereinafter  collectively  referred to as the

"Perfect  Line  Shares"),  and PIH agrees to acquire such shares on such date by

issuing and  delivering  in  exchange  therefor an  aggregate  of  approximately

50,000,000  shares of PIH common  stock,  par value $0.001 per share,  (the "PIH

Common  Stock") for the Perfect Line common shares and  approximately  4,745,456

shares of PIH preferred stock,  par value $0.001 per share,  (the "PIH Preferred

Stock") for the Perfect Line preferred  shares.  Such shares of PIH Common Stock

and PIH Preferred  Stock shall be issued pro rata based on the number of Perfect

Line  Common  Shares and  Perfect  Line  Preferred  Shares held and as set forth

opposite the Perfect  Line  Stockholder's  respective  names in Exhibit A-1. All

shares  of PIH  Common  Stock  and the PIH  Preferred  Stock  to be  issued  and

delivered  pursuant to this Agreement  shall be  appropriately  adjusted to take

into  account any stock  split,  stock  dividend,  recapitalization,  or similar

change in the PIH Common Stock or PIH  Preferred  Stock which may occur  between

the date of the execution of this Agreement and the Closing Date,  including any

stock split,  stock  dividend,  recapitalization,  or similar  change in the PIH

Common Stock approved immediately subsequent to the Closing.

<PAGE>



          (a)  Cancellation  of Shares.  At the Closing,  827,398  shares of the

     3,651,498 shares of common stock of PIH issued and outstanding prior to the

     effective date of this Agreement  shall be cancelled in accordance with the

     agreement attached hereto as Exhibit 1.01(a).



     1.02 Delivery of Certificates by Perfect Line Stockholders. The transfer of

Perfect  Line shares by the Perfect Line  Stockholders  shall be effected by the

delivery  to PIH at the  Closing  (as set  forth  in  Section  1.05  hereof)  of

certificates   representing   the  transferred   shares  endorsed  in  blank  or

accompanied by stock powers  executed in blank,  with all  signatures  medallion

guaranteed  and with all  necessary  transfer  taxes  and other  revenue  stamps

affixed and acquired at the Perfect Line Stockholders' expense.



     1.03  Operation as  Wholly-Owned  Subsidiary.  After  giving  effect to the

transaction  contemplated  hereby,  PIH will own all the issued and  outstanding

shares of Perfect Line and Perfect Line will be a wholly-owned subsidiary of PIH

operating  under the name Perfect Line,  Inc. or such other name selected by the

shareholders and management of Perfect Line.



     1.04 Further  Assurances.  At the Closing and from time to time thereafter,

the Perfect Line Stockholders shall execute such additional instruments and take

such  other  action as PIH may  reasonably  request,  without  undue cost to the

Perfect Line  Stockholders  in order to more  effectively  sell,  transfer,  and

assign clear title and ownership in the Perfect Line Shares to PIH.



     1.05 Closing and Parties.  The Closing contemplated hereby shall be held at

a  mutually  agreed  upon time and place on or before  July , 2002 or on another

date to be agreed  to in  writing  by the  parties  (the  "Closing  Date').  The

Agreement  may be closed at any time  following  approval  by a majority  of the

shareholders  of PIH Common  Stock as set forth in Section  4.01  hereof and the

Perfect  Line  Stockholders  as set forth in Section  5.01.  The  Closing may be

accomplished by wire, express mail, overnight courier, conference telephone call

or as otherwise  agreed to by the  respective  parties or their duly  authorized

representatives.

<PAGE>



     1.06 Closing Events.





          (a) PIH Deliveries. Subject to fulfillment or waiver of the conditions

     set forth in Article IV, PIH shall  deliver to Perfect  Line at Closing all

     the following:



               (i) A  certificate  of  good  standing  from  the  Department  of

          Commerce  of the State of Utah,  issued as of a date  within  ten days

          prior to the Closing Date,  certifying that PIH is in good standing as

          a corporation in the State of Utah



               (ii)  Incumbency and specimen  signature  certificates  dated the

          Closing  Date with  respect  to the  officers  of PIH  executing  this

          Agreement and any other document  delivered  pursuant hereto on behalf

          of PIH;



               (iii)  Copies  of the  resolutions/consents  of  PIH's  board  of

          directors  and  shareholder   minutes  or  consents   authorizing  the

          execution  and  performance  of this  Agreement  and the  contemplated

          transactions,  certified by the secretary or an assistant secretary of

          PIH as of the Closing Date;



               (iv) The certificate  contemplated by Section 4.02, duly executed

          by the chief executive officer of PIH;



               (v) The  certificate  contemplated  by  Section  4.03,  dated the

          Closing Date, signed by the chief executive officer of PIH;



               (vi)  Certificates  for 50,000,000  shares of PIH Common Stock in

          the names of the  Perfect  Line  Stockholders  and in the  amounts set

          forth in Exhibit "A-1"; and



               (vii) Certificates for 4,745,456 shares of PIH Preferred Stock in

          the names of the  Perfect  Line  Stockholders  and in the  amounts set

          forth in Exhibit "A-1".



<PAGE>



In  addition  to the above  deliveries,  PIH shall take all steps and actions as

Perfect  Line and Perfect Line  Stockholders  may  reasonably  request or as may

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