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

                                                                 April 5, 2001

Ronald C. H. Lui
30 Winding Lane
Greenwich, Connecticut  06830

Re:      Terms of Employment Offer

Dear Ronald:

         PanAgra International Corporation ("the "Company") offers to employ you
as Chief Executive Officer and President of the Corporation.

         During your  employment  with  Company  you will  receive a base salary
equal to $240,000,  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  an
incentive stock option to purchase  1,000,0000  shares of Company's common stock
at a price per share  equal to $.25  (constituting  at least 110% of fair market
value of the Company's Common Stock on the date hereof) and a nonqualified stock
option to purchase 1,000,000 shares of the Company's common stock at a price per
share equal to $.25 each pursuant to the Company's 2001 Stock Plan (the "Plan").
The options will vest (i.e., become  exercisable) as follows:  25% of the shares
underlying  the option shall vest on the first day of the sixth month  following
the date of grant,  an additional 25% of the shares  underlying the option shall
vest on the  first  anniversary  of the date of grant  and  2.08% 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.  Furthermore,  you acknowledge and agree that although the
Board of Directors of the Company has adopted the Plan and approved  your option
grants,  the Company does not have enough  authorized  shares of Common Stock to
reserve for issuance  upon the exercise of your option and the  stockholders  of
the Company have not yet approved  the Plan.  Therefore,  your option is subject
to: (i)  obtaining  requisite  stockholder  consent and approval of the Plan and
(ii) effecting an amendment to the certificate of  incorporation  of the Company
to increase the number of authorized  shares of Common Stock so that the Company
may reserve the requisite shares for issuance upon exercise of your options. The
Company will use its best efforts to obtain such stockholder approval and effect
such amendment tot he certificate of incorporation as soon as practicable.
<PAGE>

         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 April 13, 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/ Ronald C. H. Lui
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                  Signature
Ronald C. H. Lui
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                  Print Name