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                            REPRESENTATION AGREEMENT


        AGREEMENT made this 2nd day of January, 1998 by and between TCKTS,
L.L.C. dba Bristol Media, Ltd. ("Bristol") and PAN Environmental Corporation, a
Delaware corporation ("the Company").

        WITNESS THAT:

        WHEREAS, Bristol is a consulting firm which represents publicly traded
companies, and

        WHEREAS, the Company is publicly held company and its common stock is
traded on the "over the counter" market called NASD's "Electronic Bulletin
Board", and

        WHEREAS, the Company is desirous of acquiring a successful private
corporation which the Company believes has the potential to become sufficiently
profitable to make a successful public company, and

        WHEREAS, the Company desires to publicize itself with the intentions of
making its name and business better known to shareholders, brokerage houses, and
the financial community and desires to find sources of venture capital, and

        WHEREAS, Bristol as an independent contractor, is willing to accept the
Company as a client acting in the capacity as consultant,

        NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:

1.      ENGAGEMENT: The Company hereby engages Bristol to create a broker
        package and to publicize the Company to brokers, market makers,
        prospective investors and shareholders described in paragraph 2 of this
        Agreement, and subject to the further provisions of this Agreement.
        Bristol hereby accepts the Company as a client and agrees to publicize
        the Company as described in paragraph 2 of this Agreement and to assist
        the Company in finding sources of venture capital.

2.      MARKETING PROGRAM:  Consists of the following components:

        A.     Bristol will review and analyze all aspects of the Company's
               goals and make recommendations on feasibility and achievement of
               the desired goals.



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        B.     Bristol will review all of the general information and recent
               filings from the Company and produce a Corporate profile in
               brokerage style format to be approved by the Company prior to
               circulation.

        C.     Bristol will provide, through its network of firms and brokers
               interested in participating (becoming an active market maker),
               the necessary due diligence and obtain the required approvals
               necessary for those firms to participate. Bristol will also
               interview and make determinations on any firms or brokers
               referred to it by the Company with regard to their participation.

        D.     Bristol will be available to the Company to field any calls from
               firms and brokers inquiring about the Company. Bristol will only
               provide information which is otherwise available to the public.

        E.     Bristol will perform its required duties in a responsible and
               legal manner in accordance with state and federal securities
               acts.

        F.     Bristol will not make any statements or disseminate and
               information about the Company that is not verified by the Company
               in advance.

        G.     Bristol will complete negotiations with a NASD registered broker
               dealer to act as the Placement Agent or with the Company itself
               to act as its own placement agent for a possible public offering
               or private placement of the Company's securities on terms
               agreeable to the Company if such a need for venture capital is
               warranted.

        H.     Bristol will provide back to the Company periodic status reports
               in its efforts as consultant to the Company, providing disclosure
               as to firms interested in participating as investors, market
               makers and/or broker dealers, along with contact person, contact
               number and other information relevant to Bristol in its capacity
               to the Company.

3.      TIME OF PERFORMANCE: Services to be performed under this Agreement shall
        commence upon the execution of this Agreement and shall continue until
        completion, which generally is expected to occur within twenty-four (24)
        months.

4.      COMPENSATION AND EXPENSES: In consideration of the investor relations
        services to be performed by Bristol, PAN agrees to pay compensation to
        Bristol's contractors in the amount of $4,000 per month commencing on
        January 2, 1998. In addition, PAN agrees to advance telephone, postage
        and delivery expenses in the amount of $1,000 per month commencing on
        January 2, 1998. Accounting for such advances shall be furnished back to
        PAN within 30 days after such advances. Any other expenses shall be
        authorized and paid as mutually agreed.



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5.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents
        and warrants to Bristol, each such representation and warranty being
        deemed to be material, that:

        A.     The Company will cooperate fully and timely with Bristol to
               enable Bristol to perform its obligations under the contract.

        B.     The execution and performance of this Agreement by the Company
               has been duly authorized by the Board of Directors of the Company
               in accordance with applicable law;

        C.     The performance by the Company of this Agreement will not violate
               any provisions of the organizational documents of the Company or
               any contractual obligation by which the Company may be bound;

        D.     The Company will promptly deliver to Bristol a complete due
               diligence package to include the latest Annual Report and
               quarterly reports, including financial statements, last twelve
               months of press releases and all other relevant materials,
               including but not limited to corporate reports, brochures, and
               news worthy events.

        E.     The Company will promptly delivery to Bristol a list of names,
               addresses and phone numbers of all shareholders of the Company of
               which it is aware.

        F.     The Company will promptly delivery to Bristol a list of
               investors, brokers and market makers of the company's securities
               which are interested in the Company.

        G.     Because Bristol will rely upon information to be supplied it by
               the Company, all such information shall be true, accurate, and
               not misleading, in all respects to the best knowledge and belief
               of the Company.
        H.     The Company will act diligently and promptly in reviewing
               materials submitted to it by Bristol to enhance timely
               distribution of the materials and will inform Bristol of any
               inaccuracies contained therein prior to the projected publication
               date.

6.      DISCLAIMER BY BRISTOL: BRISTOL WILL BE SUPERVISOR OF CERTAIN PROMOTIONAL
        MATERIALS. BRISTOL MAKES NO REPRESENTATION THAT: (A) ITS SERVICES WILL
        RESULT IN ANY ENHANCEMENT TO THE COMPANY, (B) THE PRICE WILL INCREASE,
        (C) ANY PERSON WILL PURCHASE SECURITIES IN THE COMPANY AS A RESULT OF
        THE CONTRACT, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR
        WITH THE COMPANY.

7.      OWNERSHIP OF MATERIALS: All right, title and interests in and to
        materials to be produced by Bristol in connection with the contract and
        other services to be rendered 



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        under this Agreement shall be and remain the sole and exclusive property
        of Bristol, except that if the Company performs fully and timely its 
        obligations hereunder, it shall be entitled to receive, upon written 
        request, one (1) copy of all such materials.

8.      CONFIDENTIALITY: Until such time as the same may become publicly known,
        Bristol agrees that any information provided to it by the Company of a
        confidential nature will not be revealed or disclosed to any person or
        entity, except in the performance of this Agreement and upon completion
        of its services and upon the written request of the Company, any
        original documentation provided by the Company will be returned to it.
        Bristol will, however, require Confidentiality Agreements from its own
        employees and from contractors Bristol reasonably believes will come
        into contact with confidential material.

9       NOTICES: All notices hereunder shall be in writing and addressed to the
        party at the address herein set forth, or such other address as to which
        notice pursuant to this section may be given, and shall be given by
        personal delivery, by certified mail (return receipt requested), Express
        Mail or by national overnight courier. Notices will be deemed given upon
        the earlier of actual receipt or three (3) business days after mailed or
        delivered to such courier services.

                         NOTICES SHALL BE ADDRESSED TO:

        TCKTS, L.L.C. dba Bristol Media, Ltd.
        19239 Aurora Avenue North
        Shoreline, WA 98133-3930
        Tel:   (206) 546-9660
        Fax:   (206) 533-1156

               and

        PAN Environmental Corporation
        19239 Aurora Avenue North
        Shoreline, WA  98133-3930
        Tel:   (206) 546-9660
        Fax:   (206) 533-1156

10.     MISCELLANEOUS:

        A.     EFFECTIVE DATE OF REPRESENTATIONS:  January 2, 1998.

        B.     GOVERNING LAW: This Agreement shall be governed by and
               interpreted under the laws of the State of Washington where the
               Company is currently 



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               transacting business and where this Agreement has been accepted 
               by Bristol. Securities matters will be interpreted pursuant to 
               various state and federal laws.

        C.     CURRENCY: In all instances, references to dollars shall be deemed
               to be United States of America dollars.

        D.     MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
               counterparts, each of which shall be deemed an original. It shall
               not be necessary that each party execute each counterpart, or
               that any one counterpart be executed by more than one party, so
               long as each party executes at least one counterpart.

11.     MUTUAL INDEMNIFICATION: The parties to this Agreement agree to indemnify
        and hold harmless the other party from any cause of action, claim
        liability, damage or penalty suffered as a result to the judgment of
        misstatement of fact, of failure to state a fact is material to the
        judgment of potential investors or to the conduct of the other party
        which liability, claim, damage or penalty results from the act or
        actions, or failure to act or disclosure of the other party.


TCKTS, L.L.C.                                PAN ENVIRONMENTAL
DBA BRISTOL MEDIA, LTD.                      CORPORATION



By /s/ CLIFFORD M. JOHNSTON                  By /s/ JERRY CORNWELL
  ---------------------------                  ---------------------------------
Its Managing Member                          Its President
   ------------------                           ------------------
Date  1-2-98                                 Date  1-2-98
    ----------------                             ----------------



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