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                                                                    EXHIBIT 10.6


                                 March 26, 1997


This agreement is made by and between Clifford Johnston and John Douthwaite this
26 day of March, 1997.

     Whereas John Douthwaite has a judgment against PAN Environmental and Jerry
Cornwell; and

     Whereas John Douthwaite has the right to enforce said judgment to the
fullest extent permitted by law;

     Now therefore, in consideration of the mutual promises and benefits by and
between the parties hereto, it is agreed as follows:

     1. Clifford Johnston shall execute the attached Promissory Note in favor of
John Douthwaite;

     2. John Douthwaite shall execute the attached March 17, 1997 stock
agreement;

     3. John Douthwaite agrees not to seek enforcement of his judgment against
Jerry Cornwell provided that he receives a minimum of $9,000 on or before
September 26, 1997. In the event that $9,000 is not paid to John Douthwaite by
September 26, 1997, he may enforce his judgments against Jerry Cornwell and PAN
Environmental and may seek collection on the attached Promissory Note. In the
event that John Douthwaite receives $9,000 on or before September 26, 1997,
Douthwaite will assign to Clifford Johnston all Douthwaites rights reflected in
the March 17, 1997 letter agreement attached.

     4. In the event that PAN shares are traded on or before September 26, 1997,
John Douthwaite, at his sole discretion, shall be entitled to receive the
greater of: the share values under the schemes set forth in the March 17, 1997
letter agreement, attached; the judgments against PAN and Jerry Cornwell; or the
promissory note of Clifford Johnston. In no event shall John Douthwaite receive
less than $9,000.00 from any of all of the foregoing documents.

/s/ CLIFFORD JOHNSTON                   /s/ JOHN DOUTHWAITE
-----------------------------           ------------------------------
Clifford Johnston                       John Douthwaite


/s/ JERRY CORNWELL                      /s/ ANN MILLER
-----------------------------           ------------------------------
Jerry Cornwell                          Ann Miller

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                                       PAN Environmental Corporation
                                       6912 - 220th Street SW, Suite 102
                                       Mountlake Terrace, WA 98043

                                       Tel: (206) 774-1433 * Fax: (206) 774-0640

March 17, 1997


J. Gary Nece
705 Second Avenue
Suite 705
Seattle, WA 98104


Re: John Douthwaite dba Marketart

Dear Gary:

Regarding subject account, PAN Environmental Corporation (PAN) is prepared to
offer the following settlement:

     130,000 shares at $.10 per share = $13,000 of value subject to the below
     one year option agreement.

In the past, PAN shares have traded as high as $9.00 per share. As an incentive
to getting your client paid, TCKTS, L.L.C., a Washington L.L.C. owned by Jerry
Cornwell and Clifford M. Johnston, will agree to sign an option agreement to buy
the PAN stock from you for $.11 per share if paid within 90 days; $.175 per
share if paid within 180 days; $.25 per share if paid within 270 days; and $.325
per share if paid within 365 days, after which time your client gets to keep the
stock.

I think you will agree that this is a very fair deal. Please review with your
client, and if satisfactory, please have him sign below and return. I will then
have Jerry Cornwell authorize the issuance of stock in satisfaction of the debt.


Sincerely,                             AGREED: /s/ JEFF DOUTHWAITE
                                               ---------------------------------
/s/ CLIFFORD M. JOHNSTON                           Jeff Douthwaite dba Marketart
------------------------
Clifford M. Johnston                   DATE:   3/26/97
Consultant                                     ---------------------------------
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                                PROMISSORY NOTE
                         (SHORT FROM WITH INSTALLMENT)

$9,000.00**                                                     March 26, 1997

For value received, Clifford Johnston promises to pay to John Douthwaite, or
order, at 2819 Elliott Avenue, Ste 205 the sum of $9,000.00** DOLLARS, with
interest thereon, at the rate of -8%- per cent per annum from date hereof;
payable as follows:

$1,000 cash on or before 3/26/97 & 8,000 cash on or before September 26, 1997
($____________) Dollars, or more at Maker's option, on or before the 26th day of
September, 1997, and _______________________________________________________
($____________________) Dollars, or more at Maker's option, on or before the
same day of each then succeeding calendar month until said note is paid in full.
Maker further agrees to pay interest on the balance, and the diminishing amounts
thereof, at the rate of -8%- per annum from which interest shall be deducted
from each monthly installment and the balance applied in reduction of principal.

This Note is secured by N/A of even date.

     If any of said installments are not so paid, the whole sum of both
principal and interest shall become due and payable at once without further
notice, at the option of the holder hereof.

     This note shall bear interest at the rate of 12% per cent per annum, but
not to exceed the statutory limits, after maturity or after failure to pay any
installment as above specified, and if this note shall be placed in the hands
of an attorney for collection, or if suit shall be brought to collect any of
the principal or interest of this note I promise to pay a reasonable attorney's
fee.

     Each maker of this note executes the same as a principal and not as a
surety.



                                     /s/ CLIFFORD JOHNSTON
-----------------------------------  --------------------------------------
                                         Clifford Johnston
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