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              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.

                               E-1

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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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