PANAGRA INTERNATIONAL CORPORATION
                       One World Trade Center, 85th Floor
                            New York, New York 10048

                                                                   July 11, 2001


Li Chuquan
c/o Suite 1105, 11th Floor
Central Plaza
No. 18 Harbor Rd.
Wanchai, Hong Kong


Re:      Terms of Employment Offer

Dear Mr. Li:

         PanAgra International  Corporation  ("Company") offers to employ you as
Chairman of the Board of Directors of the Company.

         During your  employment  with  Company you will  receive an annual base
salary  equal to  $120,000,  which  will be payable  to you in  accordance  with
Company's  payroll  practices.  The Board of Directors  of Company  reserves the
right to modify  Company's  payroll  practices  and to increase or decrease your
base salary based upon your performance and other factors.

         In addition to your base salary,  during your  employment with Company,
you may receive an annual incentive bonus in an amount of up to 50% of your base
salary,  if the annual financial  targets specified by the Board of Directors of
Company in  Company's  annual  financial  plan are met.  Bonus  payments are not
guaranteed and are a function of Company's profitabilty, departmental success in
meeting specified objectives and your individual performance.  Accordingly,  you
and your department may achieve your goals but receive little or no bonus due to
factors or events beyond your control. Conversely, if you and/or your department
do not achieve your goals and Company as a whole does well,  the extent to which
you receive any bonus will be affected.

         During your  employment  with Company you will receive three weeks paid
vacation  time per year,  pro rated for  partial  years.  You will be  permitted
during the term of your employment,  if and to the extent that you are eligible,
to  participate  in all employee  benefit  plans,  policies and practices now or
hereafter  maintained by or on behalf of Company commensurate with your position
with Company.  Nothing in this letter shall preclude Company from terminating or
amending  any such plans or coverage  so as to  eliminate,  reduce or  otherwise
change any benefit payable thereunder.

         The Company may  withhold  from any amounts or benefits  payable to you
during your employment with Company all federal,  state, city and other taxes as
shall be required pursuant to any law or governmental regulations.

         If you  accept  this  offer  of  employment,  you  will  be  granted  a
nonqualified  stock option to purchase  2,000,000 shares of the Company's common
stock at a price per share equal to $1.75  pursuant to the Company's  2001 Stock
Plan (the "Plan").
<PAGE>

he options will vest (i.e.,  become  exercisable) as follows:  20% of the shares
underlying  the option shall vest on the first day of the sixth month  following
the date of grant,  an additional 20% of the shares  underlying the option shall
vest on the  first  anniversary  of the date of grant  and  2.50% of the  shares
underlying  the option shall vest on the first day of each month  following  the
first  anniversary of the date of grant.  These options will be granted pursuant
to stock option  agreements in the Company's  standard forms as soon as possible
after you accept the terms of this employment  offer.  The above  description is
qualified in its entirety to the more detailed information contained in the Plan
and your  option  agreements.  You are urged to review the Plan and your  option
agreements carefully.

         In  addition,  if you  accept  this  offer of  employment,  you will be
granted  a  nonqualified  stock  option  to  purchase  2,000,000  shares  of the
Company's  common  stock at a price per share  equal to $1.75.  This option will
vest  (i.e.,  become  exercisable)  in full when the  Company  first has  annual
revenues of $50,000,000.  This option will be granted pursuant to a stock option
agreement  as soon as  possible  after you accept  the terms of this  employment
offer.

         This letter sets out the complete terms of our employment  offer to you
and it supersedes any other oral or written representations.  Upon acceptance by
you, this will establish the complete  terms of our mutual,  terminable-at-will,
employment agreement. Our agreement can only be amended through a writing signed
by both parties of their authorized representatives.  If our offer is acceptable
to you, please sign below where indicated and return the original of this letter
to me by July 31, 2001.

                                           Sincerely,

                                           PanAgra International Corporation

                                           By: /s/ Ronald C.H. Lui
                                           -----------------------
                                           Name: Ronald C.H. Lui
                                           Title: President


ACCEPTED AND AGREED
TO AS OF THE DATE OF THIS LETTER:


/s/ Li Chuguan
--------------
Signature of Li Chuquan

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