PANAGRA INTERNATIONAL CORPORATION
                               515 Madison Avenue
                            New York, New York 10022


April 5, 2001

First Pacific Capital Ltd.
C/o Elie Saltoun
515 Madison Avenue
New York, New York  10022


         Re:      Repayment of Stockholder Loan

Dear Elie:

              As you know, First Pacific Capital Ltd.  ("First  Pacific") loaned
(the "Loan") to PanAgra International  Corporation (the "Company") $77,137 which
the  Company  used for  working  capital  purposes,  including  the  payment  of
professional  fees necessary for the Company to file reports with the Securities
and Exchange  Commission  pursuant to the  Securities  Exchange Act of 1934,  as
amended.  First  Pacific has  requested  repayment of the Loan and has agreed to
accept,  in  lieu  of a cash  payment,  385,685  shares  (the  "Shares")  of the
Company's  Common  Stock in full  repayment  of the Loan.  The Shares  represent
$77,137  worth of the  Company's  Common Stock  calculated as of the date hereof
(i.e.,  $.20 per  share).  In  consideration  of the mutual  promises  set forth
herein, the parties hereto hereby agree as follows:

              1. Issuance of the Shares.  As soon as practicable  after the date
hereof the Company shall issue the Shares to First Pacific in full  satisfaction
of all amounts or other obligations  arising under the Loan and in consideration
of the release set forth in Section 2 hereof.  First Pacific  acknowledges  that
the Shares will constitute restricted stock and will contain the standard legend
that refers to the  transfer  restrictions  of the  Securities  Act of 1933,  as
amended.

              2.  Release.  In  consideration  of the  issuance of the Shares as
specified   in  Section  1  hereof   and  for  such  other  good  and   valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
the Releasor (as defined below), the Releasor,  on behalf of themselves and each
of their respective  affiliates (if any), hereby releases and forever discharges
the Company, its officers, directors,  employees and agents, Ronald C.H. Lui and
their respective  affiliates  (collectively,  the "Releasees")  from any and all
claims, demands, judgments,  proceedings, causes of action, orders, obligations,
contracts, agreements, liens, accounts, costs and expenses (including attorney's
fees and  court  costs),  debts and  liabilities  whatsoever,  whether  known or
unknown, suspected or unsuspected,  matured or unmatured, both at law (including
federal and state securities  laws) and in equity,  which the Releasor or any of
the Releasor's  respective  affiliates now have,  have ever had or may hereafter
have against the Releasees arising  contemporaneously  with or prior to the date
of this Release or on account of or arising out of any matter,  cause,  event or
omission occurring  contemporaneously with or prior to the date of this Release,
including,  but not  limited  to, the  Company's  obligation  to repay the Loan;
provided,  however,  that this  release  will not release  the Company  from its
obligations under (i) the Stock Purchase  Agreement,  dated April 2, 2001, among
the Releasor and Ronald C. H. Lui, (ii) the Consulting Agreement, dated April 2,
2001, between First Pacific and the Company, and (iii) the Warrant,  dated April
2,  2001,  by the  Company  in favor  of  First  Pacific.  The  Releasor  hereby
irrevocably  covenants to refrain from,  directly or  indirectly,  asserting any
claim or demand,  or  commencing,  instituting  or causing to be commenced,  any
proceeding of any kind against any Releasee,  based upon any matter purported to
be released hereby.  For purposes of this letter  agreement,  "Releasor"  means,
collectively,  First Pacific,  Elie Saltoun,  Pacific Growth  Investments  Ltd.,
First Pacific Co. and their respective affiliates.
<PAGE>

              3.  Miscellaneous.  The parties  hereto,  without the need for any
additional  consideration,  agree to execute such other and further instruments,
documents  and  agreements  and to perform such other acts as may be  reasonably
required  to  effectuate  the  purposes of this  letter  agreement.  This letter
agreement  constitutes  the entire  understanding  among the parties hereto with
respect  to the  subject  matter  hereof  and may not be  amended,  modified  or
supplemented except by a written instrument signed by all of the parties hereto.
This letter  agreement shall be governed by and construed  according to the laws
of the State of New York  without  regard  to the  conflicts  of law  principles
thereof.  This letter  agreement may be executed in any number of  counterparts,
each of which shall be deemed an original  and  enforceable  against the parties
actually  executing such  counterpart,  and all of which,  when taken  together,
shall constitute one instrument. Facsimile execution and delivery of this letter
agreement is legal, valid and binding execution and delivery for all purposes.


<PAGE>


              If the above  meets with your  understanding,  please  acknowledge
your agreement by signing below.  This letter agreement is deemed to be executed
by the parties hereto as of the date first above written.

                                    Very truly yours,


                                    PANAGRA INTERNATIONAL CORPORATION


                                    By: /s/ Ronald C.H. Lui
                                       --------------------
                                       Ronald C. H. Lui
                                       President and Chief Executive Officer


                             ACCEPTED AND AGREED TO
                             AS OF THE DATE FIRST ABOVE
                             WRITTEN:



                                                     /s/ Elie Saltoun
                                                     ------------------
                                                     Name:  Elie Saltoun


                                                  PACIFIC GROWTH INVESTMENTS LTD


                                                     By:  /s/ Elie Saltoun
                                                        ------------------------
                                                          Name: Elie Saltoun
                                                          Title: Director


                                                   FIRST PACIFIC CO.


                                                     By:  /s/ Elie Saltoun
                                                        ------------------------
                                                          Name: Elie Saltoun
                                                          Title: Director


                                                   FIRST PACIFIC CAPITAL LTD


                                                     By:  /s/ Elie Saltoun
                                                         -----------------------
                                                          Name: Elie Saltoun
                                                          Title:  Director