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




June 1, 2001


Ronald C.H. Lui
PanAgra International Corporation
1 World Trade Center, 85th Floor
New York, NY  10048

Re:      Amendment to Stock Purchase Agreements

Dear Mr. Lui:

         This Letter Agreement (the  "Agreement") will confirm our understanding
that the option vesting schedule of your incentive stock option agreement, dated
April 5, 2001 and your nonqualified  option agreement,  dated April 5, 2001 with
the  Company  (collectively  referred to as the  "Option  Agreements")  shall be
amended as follows:

         20% of the shares underlying the option vest on the first day of the
         sixth month following April 5, 2001 (the "Execution Date"), an
         additional 20% of the shares underlying the option shall vest on the
         first anniversary after the Execution Date and 2.50% of the shares
         underlying the option shall vest on the first day of each month
         following the first anniversary of the Execution Date.

         Except as  modified  by this  Agreement,  all of the other terms of the
Option Agreements shall remain in full force and effect. This 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  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.  To the extent amended by this Agreement,  this Agreement supersedes
the Option  Agreements.  Facsimile  execution and delivery of this  Agreement is
legal, valid and binding execution and delivery for all purposes.









         If the above meets with your understanding, please acknowledge your
agreement by signing below. This 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
                                           ----------------------
                                           Name:  Ronald C.H. Lui
                                           Title: President



ACCEPTED AND AGREED TO
AS OF THE DATE OF THIS LETTER
AGREEMENT AS FIRST SET FORTH ABOVE

/s/ Ronald C. H. Lui
-----------------------------
Ronald C.H. Lui