PANAGRA INTERNATIONAL CORP.
                               515 Madison Avenue
                            New York, New York 10022


April 2, 2001

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

Re:           Consulting Relationship

Dear Elie:

         As you know,  Mr.  Ronald Lui has  acquired a  controlling  interest in
Panagra International Corp., a New York corporation (the "Company") from you and
your affiliates, including First Pacific Capital Ltd ("First Pacific"). In order
to effect the orderly  transition of control to Mr. Lui, the Company  desires to
retain First  Pacific as a  consultant  to the Company on the terms set forth in
this letter  agreement.  First  Pacific  and the  Company,  therefore,  agree as
follows:

         1. Retention as Consultant. The Company hereby retains First Pacific as
an  independent  consultant of the Company and First Pacific  hereby accept such
retention and agree to cause Mr. Elie Saltoun (and no other employee or agent of
First  Pacific) to perform such duties  relating to meeting with officers of the
Company from time to time and providing the Company with  information  regarding
its prior operations, acting as liaison between the Company and its stockholders
and other third parties having business  relationships with the Company prior to
the date hereof and  responding to inquiries  made by the officers and the Board
of Directors of the Company and such other similar  duties and  responsibilities
for the Company  which the  Company,  its Board of Directors or its officers may
from time to time assign to First Pacific.  First Pacific agrees to use its best
efforts,  skills  and  abilities  to  perform  and  carry  out such  duties  and
responsibilities.

         2. Term of  Consulting  Agreement.  The term of this  letter  agreement
shall commence on the date hereof and shall terminate  eighteen months after the
date hereof.  Notwithstanding  the  foregoing,  either party may terminate  this
letter agreement upon ten (10) days prior written notice to the other party.

         3.  Compensation.  As full compensation for all services to be rendered
by First Pacific to the Company in all capacities during the term, First Pacific
shall receive a three year warrant to purchase  500,000  shares of the Company's
Common  Stock at an exercise  price of $.20 per share.  The warrant  will have a
cashless exercise feature.  The warrant will be subject to the following vesting
schedule:  The warrant will become  exercisable for the purchase of 41,666.67 of
the shares of Common Stock underlying the warrant on the first day of each month
following  the date  hereof so long as First  Pacific  does not  terminate  this
Agreement;  provided,  however, if the Company terminates this Agreement for any
reason, then the warrant will automatically become 100% vested on an accelerated
basis as of the date of termination.
<PAGE>

         4. Confidential  Information.  During the term of this letter agreement
and for a period of five years thereafter,  First Pacific shall not, directly or
indirectly,  disclose  to any  person or  entity  who is not  authorized  by the
Company to receive such  information,  or use or appropriate for First Pacific's
own benefit or for the benefit of any person or entity  other than the  Company,
any  documents  or  other  papers  relating  to the  Company's  business  or any
customers  of  the  Company,  including,  without  limitation,  files,  business
relationships and accounts, pricing policies,  customer lists, computer software
and hardware,  or any other materials  relating to the Company's business or the
customers  of the  Company  or any trade  secrets or  confidential  information,
including,  without limitation,  any business or operational methods,  drawings,
sketches, designs or product concepts,  know-how, marketing plans or strategies,
product development  techniques or plans,  business acquisition plans,  budgets,
analyses,  financial or other performance data,  personnel and other policies of
the  Company,  whether  generated  by First  Pacific  or by any other  person or
entity,  except as required in the course of performing  First Pacific's  duties
hereunder or with the express written consent of the Company; provided, however,
that the  confidential  information  shall not include any  information  readily
ascertainable from public or published information, or trade sources (other than
as a direct or indirect  result of  unauthorized  disclosure by First  Pacific).
Upon  termination of this consulting  arrangement  with the Company for whatever
reason, First Pacific shall promptly return all physical embodiments of any such
confidential  information  to the  Company.  Elie  Saltoun  hereby  agrees to be
similarly bound by the confidentiality provisions set forth in this Section 4 as
if his name were replaced for First Pacific as it appears in this Section 4.

         5.  Independent  Contractor.  First  Pacific (and Elie Saltoun as First
Pacific's  employee) shall be deemed for all purposes an independent  contractor
and not as an employee of the Company.  Nothing in this letter  agreement  shall
establish  any  agency,  partnership,  joint  venture or  employee  relationship
between the Company and First Pacific or any of its employees or agents.

         6.  Miscellaneous.  This letter agreement sets out the entire agreement
between First  Pacific and the Company and  supersedes  all prior  contracts and
other  agreements,  written or oral,  with respect to the subject matter hereof.
This  letter  agreement  may not be  changed  except  in  writing  signed by the
person(s)  against  whose  interest  such  change  shall  operate.  This  letter
agreement  shall be  governed  by and  construed  under the laws of the State of
Connecticut,  without giving effect to the conflict of laws principles  thereof.
This letter agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which, together, shall constitute one and
the same instrument.  Facsimile  execution and delivery of this letter agreement
is legal, valid and binding for all purposes.  Please acknowledge your agreement
with this letter agreement in the space indicated below.
<PAGE>

                                                Very truly yours,

                                                PANAGRA INTERNATIONAL CORP.



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

Accepted and Agreed to as of the date of this letter agreement.

FIRST PACIFIC CAPITAL CORP. LTD



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

ELIE SALTOUN

/s/ Elie Saltoun
-------------------------------
(as to Section 4 of this letter agreement only)