<PAGE>   1
                                                                   EXHIBIT 10.3



                AMENDMENT TO FINANCE AGREEMENT AND LIMITED WAIVER



         AMENDMENT (the "Amendment"), dated as of June 3, 1999, between CLOSED
JOINT-STOCK COMPANY "FOREST-STARMA", (the "Company"), a closed joint-stock
company organized and existing under the laws of the Russian Federation, and
OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency of the United States of
America ("OPIC").

                                   WITNESSETH:

         WHEREAS, the Company and OPIC are parties to a finance agreement dated
as of December 21, 1995, as amended, March 6, 1996, March 26, 1996, May 29, 1996
and June 24, 1996 (the "Finance Agreement");

         WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have their respective meanings set forth in the Finance Agreement;

         WHEREAS, PGI has acquired additional shares of capital stock of the
Company and has transferred such shares and all other shares of capital stock of
the Company owned by PGI to Pioneer Forest, Inc, a wholly owned Delaware
subsidiary of PGI ("PFI");

         WHEREAS, PFI has acquired shares of the capital stock of the Company in
addition to the capital stock of the Company transferred from PGI to PFI, such
that as result of these transactions (the "Recapitalization") PFI will own 99%,
and may own 100%, of the shares of capital stock of the Company and
International Joint-Stock Company "Starma Holding", a joint-stock company
organized and existing under the laws of the Russian Federation ("Starma
Holding"), would no longer be a shareholder of the Company; and

         WHEREAS, in order that PGI may proceed with the Recapitalization, the
Company and PGI have requested that OPIC agree with the Company to amend certain
provisions of the Finance Agreement and to waive certain other provisions of the
Finance Agreement, and, in addition, have requested certain other waivers under
Section 6.05 of the Finance Agreement in order to permit the Company to repay
certain Subordinated Debt and to pay certain fees as hereinafter provided, all
in accordance with Section 8.06 of the Finance Agreement; and OPIC is willing to
do so.

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants, provisions and undertakings herein and in the Finance Agreement and
for other good and valuable consideration, the receipt and and adequacy of which
is hereby acknowledged by the parties hereto, OPIC and the Company agree as
follows:



<PAGE>   2



1.       AMENDMENTS.
         (a) The following definition is hereby added after the definition
             of "Person" in Section 1.01 of the Finance Agreement:

             "PFI"  means Pioneer Forest, Inc. a Delaware corporation.

         (b) The words "June 30, 1997" in the third and fourth lines of
             Section 5.01 of the Finance Agreement are hereby deleted and
             the words "June 30, 2001" inserted.

         (c) Paragraph (m) of Section 7.01 of the Finance Agreement  is hereby
             revised to read in its entirety as follows:

             (m) The U.S. Sponsor ceases to hold 100% of the legal and
             beneficial title to the equity of PFI or PFI ceases to hold at
             least 97% of the equity of the Company or the U.S. Sponsor ceases
             to retain management control of the Company; or

2.       WAIVER. The Company has requested that Opic waive:

         (a) any Event of Default under paragraphs (i) or (m) Section 7.01 of
         the Finance Agreement arising out of the acquisition of equity of the
         Company by PGI or PFI in connection with the Recapitalization as set
         forth in Exhibit A annexed hereto and made a part hereof.

         (b) the Company's obligation to comply with Section 6.04 and paragraph
         (b) of Section 6.05 of the Finance Agreement to the extent necessary to
         permit the Company to increase its authorized capital by up to
         $45,000,000 and to accept a capital contribution from PFI with a value
         of up to $45,000,000, which capital contribution shall be applied by
         the Company immediately, and in its entirety, to repayment of up to
         $45,000,000 in principal amount of, and accrued interest on, the
         Subordinated Loan.

         (c) the Company's obligation to comply with the requirement of clause
         (x) of the proviso of Section 6.05 (b) of the Finance Agreement with
         respect to Project Completion to the extent necessary to permit the
         Company to pay (i) to PGI a fee not to exceed $75,000 per month
         pursuant to the Services Agreement dated January 5, 1994, and all
         supplemental agreements thereto, between the Company and PGI, (ii) to
         Starma Holding in 1996, 1997 and 1998, a fee of $50,000 per month for
         various support services provided in 1996, 1997 and 1998 and (iii) to
         PIOGlobal Corporation, a Delaware corporation, in 1996 only a monthly
         fee of $105,000, and in subsequent years a monthly fee equal to 105% of
         actual expenditures, for the provision of specialist expatriate
         employees pursuant to the Services and Professional Personnel
         Secondment Agreement dated as of April 1, 1996, and all supplemental
         agreements thereto, between PIOGlobal Corporation and the




<PAGE>   3


         Company, so long as the Company is in compliance with all other
         requirements of Section 6.05(b), including without limitation, the
         other requirements of the aforesaid proviso, and such agreements are
         not amended without the prior written consent of OPIC.


         OPIC hereby waives any such Events of Default and such compliance with
         Section 6.05(b); provided, however, that the waiver contained in
         paragraph (a) of this Section 2 shall not be effective unless and until
         OPIC shall have received one or more of an amended, restated or
         additional Contract of Pledge of Shares, in form and substance
         satisfactory to OPIC, and an opinion, in form and substance
         satisfactory to OPIC, from counsel satisfactory to OPIC, with respect
         to OPIC's security interest in shares of capital stock of the Company
         pledged to OPIC.

3.       REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
that:

         (a)  This Amendment constitutes a legal, valid and binding obligation
              of the Company, enforceable against the Company in accordance with
              its terms.

         (b)  All representations and warranties made by the Company in the
              Finance Agreement are true and accurate as of the date hereof,
              except that the record and beneficial ownership of the capital
              stock of the Company set forth in Section 3.04 of the Finance
              Agreement has changed, or will change, as a result of the
              Recapitalization as set forth in Exhibit A annexed hereto.

4.       RATIFICATION AND CONFIRMATION. As amended hereby, all the terms and
provisions of the Finance Agreement are hereby ratified and confirmed in all
respects and shall apply in full force and effect.

5.       NO WAIVER. The Company acknowledges and agrees that except as
expressly provided in Section 2 of this Amendment, OPIC, in executing and
delivering this Amendment, has not and shall not be deemed to have waived,
released or modified any right or power that it may have under the Finance
Agreement, as amended herein, to claim that any Event of Default has occurred or
is occurring, and the execution and delivery of this Amendment shall not be
deemed a waiver by OPIC of any such Event of Default.

6.       EFFECTIVE DATE. This Amendment shall be effective as of the date
hereof, except as otherwise expressly provided herein.




<PAGE>   4



7.       COUNTERPARTS. This Amendment may be executed in counterparts, each
of which when so executed and delivered shall be deemed an original and all of
which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their authorized representatives as of the day and year first above written.





                                    CLOSED JOINT-STOCK COMPANY "FOREST-STARMA"


                                    By:  /s/ Donald H. Hunter
                                    Its:  Authorized Officer


                                    By:  /s/ Catherine V. Mannick
                                    Its:  Authorized Officer


                                    By:  /s/ Inna Verdini
                                    Its: Chief Accountant


                                    OVERSEAS PRIVATE INVESTMENT CORPORATION


                                    By:  /s/ Steven S. Smith
                                    Its: Investment Officer







                         [EXHIBIT INTENTIONALLY OMITTED]