Exhibit 10.21


                                    AMENDMENT


         This  Amendment  is made this 19th day of June,  2001 by Azul  Holdings
Inc.  ("Azul") and Tudor Trust (the  "Holder")  with respect to the Azul Warrant
No. A. dated as of March 31,  2000 for the  purchase  of 500,000  shares of Azul
Common Stock as follows:

         The Expiration Date under the Warrant shall be March 31, 2002.

         The Exercise Price of the Warrant shall be $3.00 per share.

         In Witness  Whereof this  Amendment  has been executed this 19th day of
June,  2001  effective as of March 31, 2001.  This  Amendment may be executed in
counterparts by facsimile.

                                       AZUL HOLDINGS INC.,
                                       a Delaware corporation


                                       By:      /S/ EDWARD S. WITTMAN
                                                ---------------------
                                                Edward S. Wittman
                                                Chief Financial Officer


                                       TUDOR TRUST


                                       By:      /S/ JEFFREY L. NEUMAN
                                                ---------------------
                                                Jeffrey L. Neuman
                                                Sole Trustee