THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER THE SECURITIES LAW OF ANY STATE OR OTHER  JURISDICTION.  THESE  SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN
OPINION  OF COUNSEL  OR OTHER  EVIDENCE,  IN EITHER  CASE,  SATISFACTORY  TO THE
CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE,
PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE
OR OTHER JURISDICTION.


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                           PANAGRA INTERNATIONAL CORP.

                            Void after April 2, 2004

         This certifies  that, for value  received,  First Pacific  Capital Ltd.
(the  "Holder") is entitled,  subject to the terms set forth below,  to purchase
from PANAGRA  INTERNATIONAL CORP., a New York corporation (the "Company"),  Five
Hundred Thousand (500,000) shares of the Common Stock of the Company,  par value
$.001 per share (the "Common  Stock"),  as  constituted  on the date hereof (the
"Warrant Issue Date"),  upon surrender  hereof,  at the principal  office of the
Company referred to below, with the Notice of Exercise form attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United States
or  otherwise as  hereinafter  provided,  at the Exercise  Price as set forth in
Section 2 below.  The number,  character  and  Exercise  Price of such shares of
Common Stock are subject to adjustment as provided below.  The term "Warrant" as
used  herein  shall   include  this  Warrant  and  any  warrants   delivered  in
substitution or exchange therefor as provided herein.

         1. Term of  Warrant.  Subject  to the terms  and  conditions  set forth
herein,  this Warrant shall be  exercisable  when vested in accordance  with the
following vesting  schedule,  in whole or in part, during the term commencing on
the Warrant Issue Date and ending at 5:00 p.m.,  Eastern Daylight Time, on April
2, 2004 and shall be void thereafter.  This Warrant shall become exercisable for
the purchase of 41,666.67 of the shares of Common Stock  underlying this Warrant
on the first day of each month  following  the Warrant Issue Date so long as the
initial Holder of this Warrant has not  terminated  its consulting  relationship
with the Company on each such vesting date;  provided,  however,  if the Company
terminates  the  Holder's  consulting  relationship  for any  reason,  then this
Warrant shall automatically become 100% vested on an accelerated basis as of the
date of such termination.
<PAGE>

         2.  Exercise  Price.  The  Exercise  Price at which this Warrant may be
exercised  shall be $0.20 per share of Common  Stock,  as adjusted  from time to
time pursuant to Section 11 hereof (the "Exercise Price").

         3.       Exercise of Warrant.

         (a) The purchase rights  represented by this Warrant are exercisable by
the Holder in whole or in part, but not for more than the number of shares which
may then constitute the maximum number purchasable (such number being subject to
adjustment as provided in Section 11 below),  at any time, or from time to time,
during the term hereof as described in Section 1 above, by the surrender of this
Warrant and the Notice of Exercise annexed hereto duly completed and executed on
behalf of the  Holder,  at the office of the  Company  (or such other  office or
agency of the Company as it may  designate by notice in writing to the Holder at
the address of the Holder  appearing on the books of the Company),  upon payment
(i) in cash or by check  acceptable to the Company,  (ii) by cancellation by the
Holder of  indebtedness  or other  obligations of the Company to the Holder,  or
(iii) by a combination  of (i) and (ii), of the purchase  price of the shares of
Common Stock to be purchased.

         (b) Notwithstanding any provisions herein to the contrary,  if the fair
market value of one share of Common Stock is greater than the Exercise Price (at
the date of calculation as set forth below),  in lieu of exercising this Warrant
for  cash,  the  Holder  may  elect to  receive  shares  equal to the  value (as
determined  below) of this Warrant (or the portion  thereof  being  canceled) by
surrender of this Warrant at the principal  office of the Company  together with
the properly  endorsed  Notice of Exercise and notice of such  election in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
computed using the following formula:

                                   X = Y(A-B)
         A

 Where   X  =  the number of shares of Common Stock to be issued to the Holder

         Y  =  the number of shares of Common Stock
               purchasable under the Warrant or, if only a
               portion of the Warrant is being exercised, the
               portion of the Warrant being canceled (at the
               date of such calculation)

         A  =  the fair market value of one share of the
               Company's Common Stock (at the date of such
               calculation)

         B  =  Exercise Price (as adjusted to the date of such calculation)

         For purposes of the above  calculation,  fair market value of one share
of Common Stock shall be determined by the Company's  Board of Directors in good
faith;  provided,  however,  that  where  there  exists a public  market for the
Company's  Common Stock at the time of such exercise,  the fair market value per
share shall be the  average of the  closing  bid and asked  prices of the Common
Stock quoted in the  Over-The-Counter  Market  Summary or the last reported sale
price of the Common  Stock or the closing  price  quoted on the Nasdaq  National
Market or on any  exchange  on which the  Common  Stock is listed  whichever  is
applicable,  as published in the Eastern  Edition of The Wall Street Journal for
the five (5)  trading  days prior to the date of  determination  of fair  market
value.
<PAGE>

         (c) This  Warrant  shall be deemed to have been  exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person  entitled to receive the shares of Common Stock
issuable upon such  exercise  shall be treated for all purposes as the holder of
record of such shares as of the close of  business on such date.  As promptly as
practicable  on or after  such date and in any  event  within  twenty  (20) days
thereafter,  the Company at its expense shall issue and deliver to the person or
persons  entitled  to receive the same a  certificate  or  certificates  for the
number of shares of Common Stock issuable upon such exercise.  In the event that
this Warrant is  exercised in part,  the Company at its expense will execute and
deliver a new  Warrant  of like tenor  exercisable  for the number of shares for
which this Warrant may then be exercised.

         4. Fractional Shares or Scrip.  Fractional shares or scrip representing
fractional  shares may not be issued upon the exercise of this Warrant,  instead
the number of shares of Common Stock  purchasable  hereunder shall be rounded up
or down, as appropriate.

         5.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and, in the case of loss,  theft or destruction,  on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation,  on surrender and  cancellation  of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.

         6. Rights of Stockholders. This Warrant shall not entitle its Holder to
any of the rights of a stockholder of the Company.

         7. Transfer.  Neither this Warrant nor any shares of Common Stock to be
purchased pursuant to this Warrant have been registered under the Securities Act
of 1933, as amended (the "Securities  Act").  Therefore,  unless this Warrant or
any shares of Common  Stock to be  purchased  pursuant to this Warrant have been
registered under the Securities Act, the Company may require,  as a condition of
allowing  the  transfer  or exchange of this  Warrant or such  shares,  that the
Holder or transferee of this Warrant or such shares, as the case may be, furnish
to the Company an opinion of counsel reasonably acceptable to the Company to the
effect that such transfer or exchange may be made without registration under the
Securities Act of 1933. The  certificates  evidencing the Common Stock issued on
the  exercise  of the  Warrant  shall  bear a  legend  to the  effect  that  the
certificates  have  not  been  registered  under  the  Securities  Act of  1933.
Notwithstanding  the  foregoing,  the  unvested  portion of this  Warrant is not
transferrable.

         8.  Reservation  of Stock.  The Company  covenants that during the term
this Warrant is  exercisable,  the Company will reserve from its  authorized and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and,  from time to time,  will
take all steps  necessary to amend its certificate of  incorporation  as amended
(the  "Certificate")  to provide  sufficient  reserves of shares of Common Stock
issuable upon exercise of the Warrant.  The Company  further  covenants that all
shares  that may be  issued  upon the  exercise  of rights  represented  by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes,  liens and charges in respect of the issue  thereof  (other than
taxes in  respect  of any  transfer  occurring  contemporaneously  or  otherwise
specified  herein).  The Company  agrees that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.
<PAGE>

         9. Notices.

         (a)  Whenever  the  Exercise  Price or number of shares of Common Stock
purchasable  hereunder  shall be  adjusted  pursuant  to Section 11 hereof,  the
Company shall issue a certificate signed by its Chief Financial Officer or Chief
Executive Officer setting forth, in reasonable  detail,  the event requiring the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated,  and the  Exercise  Price  and  number  of  shares  purchasable
hereunder after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first-class mail, postage prepaid) to the Holder of
this Warrant.

         (b) In case:

              (i) the  Company  shall take a record of the holders of its Common
Stock (or other stock or securities at the time  receivable upon the exercise of
this Warrant) for the purpose of entitling them to receive any dividend or other
distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other securities, or to receive any other right, or

              (ii)  of  any  capital   reorganization   of  the   Company,   any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another  corporation,  or any  conveyance  of
substantially all of the assets of the Company to another corporation, or

              (iii) of any voluntary  dissolution,  liquidation or winding-up of
the Company,

then,  and in each such case, the Company will mail or cause to be mailed to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(B) the  date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time,  if any is to be fixed,  as of which the  holders  of record of Common
Stock (or such stock or securities at the time  receivable  upon the exercise of
this  Warrant)  shall be entitled to exchange  their  shares of Common Stock (or
such other stock or securities)  for  securities or other  property  deliverable
upon such reorganization,  reclassification,  consolidation, merger, conveyance,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 10
days prior to the date therein specified.
<PAGE>

         (c) All such  notices,  advices and  communications  shall be deemed to
have been  received  (i) in the case of personal  delivery,  on the date of such
delivery and (ii) in the case of mailing,  on the third  business day  following
the date of such mailing.

         10. Amendments.

         (a) Any term of this Warrant may be amended with the written consent of
the Company and the Holder.

         (b) No waivers of, or exceptions  to, any term,  condition or provision
of this  Warrant,  in any one or more  instances,  shall  be  deemed  to be,  or
construed  as, a further or  continuing  waiver of any such term,  condition  or
provision.

         11.   Adjustments.   The  Exercise  Price  and  the  number  of  shares
purchasable hereunder are subject to adjustment from time to time as follows:

           11.1 Merger, Sales of Assets, etc. If at any time while this Warrant,
or any  portion  thereof,  is  outstanding  and  unexpired  there shall be (i) a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of shares  otherwise  provided  for  herein),  ___ (ii) a merger or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant,  during the period  specified  herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such reorganization,  consolidation, merger, sale or transfer if this
Warrant  had been  exercised  immediately  before such  reorganization,  merger,
consolidation,  sale or transfer,  all subject to further adjustment as provided
in this  Section  11.  The  foregoing  provisions  of this  Section  11.1  shall
similarly apply to successive  reorganizations,  consolidations,  mergers, sales
and transfers and to the stock or securities of any other  corporation  that are
at the time  receivable  upon the  exercise of this  Warrant.  If the  per-share
consideration  payable to the holder  hereof for shares in  connection  with any
such transaction is in a form other than cash or marketable securities, then the
value of such  consideration  shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's  Board of Directors)  shall be made in the application of
the  provisions  of this Warrant with respect to the rights and interests of the
Holder after the  transaction,  to the end that the  provisions  of this Warrant
shall be applicable  after that event, as near as reasonably may be, in relation
to any shares or other  property  deliverable  after that event upon exercise of
this Warrant.

           11.2  Reclassification,  etc. If the Company,  at any time while this
Warrant,   or  any  portion  hereof,   remains   outstanding  and  unexpired  by
reclassification of securities or otherwise,
<PAGE>

shall  change  any of the  securities  as to which  purchase  rights  under this
Warrant  exist into the same or a different  number of  securities  of any other
class or classes,  this Warrant shall thereafter  represent the right to acquire
such number and kind of  securities as would have been issuable as the result of
such change with  respect to the  securities  that were  subject to the purchase
rights under this Warrant  immediately prior to such  reclassification  or other
change and the Exercise  Price  therefor shall be  appropriately  adjusted,  all
subject to further adjustment as provided in this Section 11.

           11.3 Split,  Subdivision or Combination of Shares.  If the Company at
any time while this Warrant,  or any portion  hereof,  remains  outstanding  and
unexpired shall split,  subdivide or combine the securities as to which purchase
rights under this Warrant  exist,  into a different  number of securities of the
same  class,  (i) the  number  of shares  of  Common  Stock or other  securities
issuable upon the exercise of this Warrant shall be proportionately increased in
the case of a split or subdivision or proportionately decreased in the case of a
combination  and  (ii)  the  Exercise  Price  for  such   securities   shall  be
proportionately   decreased   in  the  case  of  a  split  or   subdivision   or
proportionately increased in the case of a combination.

           11.4  Certificate  as to  Adjustments.  Upon the  occurrence  of each
adjustment  or  readjustment  pursuant  to this  Section  11, the Company at its
expense shall promptly  compute such  adjustment or  readjustment  in accordance
with the terms hereof and furnish to each Holder of this  Warrant a  certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written  request,  at any  time,  of any  such  Holder,  furnish  or cause to be
furnished to such Holder a like certificate  setting forth: (i) such adjustments
and readjustments;  (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the  amount,  if any,  of other  property  that at the time
would be received upon the exercise of the Warrant.

           11.5 No  Impairment.  The Company will not, by any voluntary  action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the rights of the Holder of this Warrant against impairment.

           12. Holder's Representations and Warranties

           The Holder,  by  acceptance of this Warrant,  hereby  represents  and
warrants to the Company as follows:

           12.1 Purchase  Entirely for Own Account.  That the Warrant,  and upon
exercise of the Warrant the shares of Common  Stock or other  securities  at any
time  purchasable  hereunder are being  acquired for investment for the Holder's
own  account,  not as a nominee  or agent,  and not with a view to the resale or
distribution of any part thereof,  and that the Holder has no present  intention
of selling,  granting any participation in, or otherwise  distributing the same.
The Holder further  represents that it does not have any contract,  undertaking,
agreement or  arrangement  with any person or entity to sell,  transfer or grant
participation to such person or to any third person, with respect to the Warrant
or the  shares  of  Common  Stock or other  securities  at any time  purchasable
hereunder.
<PAGE>

           12.2 Disclosure of Information. The Holder has requested and believes
it has received all the  information it considers  necessary or appropriate  for
deciding whether to purchase the Warrant.  The Holder further represents that it
has had an opportunity to ask  questions,  if any, and receive  answers from the
Company regarding the terms and conditions of the offering of the Warrant and of
the business as conducted or as proposed to be conducted.

           12.3 Investment  Experience.  The Holder is an investor in securities
of companies in the development  stage and acknowledges  that it is able to fend
for itself,  and bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the  investment  in the Warrant and the Common  Stock or
other securities at any time purchasable  hereunder.  The Holder also represents
it has not been organized for the purpose of acquiring the Securities.

           12.4  Regulation  D. The Holder is an  "Accredited  Investor" as that
term is defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

         13.      Miscellaneous.

              13.1  Governing  Law.  This  Warrant  shall  be  governed  by  and
construed  according to the laws of the State of  Connecticut  without regard to
its conflicts of law principles.

              13.2  References.  Unless  the  context  otherwise  requires,  any
reference to a "Section"  refers to a section of this Warrant.  Any reference to
"this  Section"  refers to the whole number  section in which such  reference is
contained.

                                             [signature page follows]



<PAGE>


              IN WITNESS WHEREOF,  PANAGRA  INTERNATIONAL  CORP. has caused this
Warrant to be executed by its officers  thereunto duly authorized as of April 2,
2001.


                                             PANAGRA INTERNATIONAL CORP.

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




<PAGE>




                               NOTICE OF EXERCISE

TO:      PANAGRA INTERNATIONAL CORP.

              (1) The undersigned  hereby (A) elects to purchase _____ shares of
Common  Stock of PANAGRA  INTERNATIONAL  CORP.  pursuant  to the  provisions  of
Section  3(a) of the  attached  Warrant,  and  tenders  herewith  payment of the
purchase  price for such shares in full,  or (B) elects to exercise this Warrant
for the purchase of _______  shares of Common Stock,  pursuant to the provisions
of Section 3(b) of the attached Warrant.

              (2) In exercising this Warrant,  the  undersigned  hereby confirms
and  acknowledges  that the shares of Common Stock are being acquired solely for
the account of the undersigned and not as a nominee for any other party, and for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares of Common  Stock  except  under  circumstances  that will not
result  in a  violation  of the  Securities  Act of  1933,  as  amended,  or any
applicable state securities laws.

              (3) Please issue a certificate or certificates  representing  said
shares of Common Stock in the name of the  undersigned  or in such other name as
is specified below:


                                               ---------------------------
                                               (Name)


                                               ---------------------------
                                               (Name)

              (4) Please issue a new Warrant for the unexercised  portion of the
attached  Warrant  in the name of the  undersigned  or in such  other name as is
specified below:


                                                 ---------------------------
                                                 (Name)


----------------------------                         ---------------------------
(Date)                                                        (Signature)