PANAGRA INTERNATIONAL CORPORATION

                                 2001 STOCK PLAN

                                 NOTICE OF GRANT

Grant No.  ___2___

Capitalized but otherwise undefined terms in this Notice of Grant and the
attached Stock Option Agreement shall have the same defined meanings as in the
2001 Stock Plan.

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

         You have been granted an option (the "Option") to purchase Common Stock
of the  Corporation,  subject  to the terms and  conditions  of the Plan and the
attached Stock Option Agreement, as follows:

         Date of Grant:                     April 5, 2001

         Vesting Commencement Date:         April 5, 2001

         Option Price per Share:            $0.25

         Total Number of Shares Granted:    1,000,000

         Total Option Price:                $250,000

         Type of Option:                    _______  Incentive Stock Option
                                            ___x___  Nonqualified Stock Option

         Term/Expiration Date:              five (5) years after Date of Grant

Vesting Schedule:
----------------

The Option shall vest, in whole or in part, in accordance with the following
schedule:

25% of the shares underlying the Option shall vest on the first day of the sixth
month following the Vesting  Commencement  Date, an additional 25% of the shares
underlying  the  Option  shall  vest on the  first  anniversary  of the  Vesting
Commencement  Date and 2.08% of the shares  underlying  the Option shall vest on
the first day of each  month  following  the first  anniversary  of the  Vesting
Commencement Date.

Acknowledgement Regarding Reserved Shares

The Optionee  acknowledges  that this option grant 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 this Option.



<PAGE>




                        PANAGRA INTERNATIONAL CORPORATION

                                 2001 STOCK PLAN

                             STOCK OPTION AGREEMENT



         This STOCK OPTION AGREEMENT  ("Agreement"),  dated as of the 5th day of
April, 2001 is made by and between PANAGRA INTERNATIONAL CORPORATION, a New York
corporation (the  "Corporation"),  and RONALD C. H. Lui (the  "Optionee,"  which
term as used herein shall be deemed to include any  successor to the Optionee by
will or by the laws of  descent  and  distribution,  unless  the  context  shall
otherwise require).


                                   BACKGROUND


         Pursuant  to the  Corporation's  2001  Stock  Plan  (the  "Plan"),  the
Corporation,  acting  through  the  Committee  of the Board of  Directors  (if a
committee  has been  formed  to  administer  the  Plan) or its  entire  Board of
Directors (if no such committee has been formed)  responsible for  administering
the Plan (in either case,  referred to herein as the "Committee"),  approved the
issuance to the Optionee,  effective as of the date set forth above,  of a stock
option to purchase  shares of Common Stock of the  Corporation at the price (the
"Option  Price") set forth in the  attached  Notice of Grant (which is expressly
incorporated  herein and made a part  hereof,  the "Notice of Grant"),  upon the
terms and conditions hereinafter set forth.


         NOW,   THEREFORE,   in   consideration   of  the  mutual  premises  and
undertakings hereinafter set forth, the parties hereto agree as follows:

         1. Option;  Option Price. On behalf of the  Corporation,  the Committee
hereby grants to the Optionee the option (the "Option") to purchase,  subject to
the terms and conditions of this  Agreement and the Plan (which is  incorporated
by  reference  herein and which in all cases  shall  control in the event of any
conflict with the terms,  definitions  and provisions of this  Agreement),  that
number of shares of Common Stock of the  Corporation  set forth in the Notice of
Grant,  at an exercise price per share equal to the Option Price as is set forth
in the Notice of Grant.  If  designated  in the Notice of Grant as an "incentive
stock option," the Option is intended to qualify for Federal income tax purposes
as an "incentive  stock option" within the meaning of Section 422 of the Code. A
copy of the Plan as in  effect  on the date  hereof  has  been  supplied  to the
Optionee, and the Optionee hereby acknowledges receipt thereof.

         2. Term. The term (the "Option Term") of the Option shall commence
on the date of this Agreement and shall expire on the Expiration Date set forth
in the Notice of Grant unless such Option shall theretofore have been terminated
in accordance with the terms of the Notice of Grant, this Agreement or of the
Plan.

         3. Time of Exercise.

         (a)  Unless  accelerated  in  the  discretion  of the  Committee  or as
otherwise  provided herein,  the Option shall become exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant.  Subject
to the  provisions  of  Sections  5 and 8 hereof,  shares as to which the Option
becomes exercisable pursuant to the foregoing provisions may be purchased at any
time thereafter prior to the expiration or termination of the Option.

         (b)   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding,  to the extent the Option is intended to be an Incentive  Stock
Option,  the Option shall not be exercisable as an Incentive  Stock Option,  and
shall be treated as a  Non-Statutory  Option,  to the extent that the  aggregate
Fair  Market  Value  on the date  hereof  of all  stock  with  respect  to which
Incentive  Stock  Options  are  exercisable  for the first time by the  Optionee
during any calendar year (under the Plan and all other plans of the Corporation,
its parent and its subsidiaries, if any) exceeds $100,000.
<PAGE>

         4. Termination of Option.


         (a) The  Optionee  may  exercise the Option (but only to the extent the
Option was  exercisable at the time of  termination  of the Optionee's  Business
Relationship with the Corporation, its parent or any of its subsidiaries) at any
time  within  three (3)  months  following  the  termination  of the  Optionee's
Business   Relationship  with  the  Corporation,   its  parent  or  any  of  its
subsidiaries. If the termination of the Optionee's employment is for cause or is
otherwise   attributable   to  a  breach  by  the  Optionee  of  an  employment,
non-competition,  non-disclosure or other material  agreement,  the Option shall
expire  immediately upon such  termination.  If the Optionee is a natural person
who dies while in a Business  Relationship  with the Corporation,  its parent or
any of its  subsidiaries,  this  option may be  exercised,  to the extent of the
number of shares with respect to which the Optionee  could have  exercised it on
the date of his death, by his estate,  personal representative or beneficiary to
whom this option has been  assigned  pursuant  to Section 9 of the Plan,  at any
time  within  one year  after the date of death.  If the  Optionee  is a natural
person whose Business  Relationship  with the Corporation,  its parent or any of
its  subsidiaries is terminated by reason of his disability,  this Option may be
exercised,  to the  extent of the  number of shares  with  respect  to which the
Optionee  could have  exercised  it on the date the  Business  Relationship  was
terminated, at any time within one year after the date of such termination,  but
not later than the scheduled expiration date. At the expiration of such one year
period or the scheduled expiration date,  whichever is the earlier,  this Option
shall  terminate  and the only rights  hereunder  shall be those as to which the
Option was properly exercised before such termination.

         (b)  Anything  contained  herein to the contrary  notwithstanding,  the
Option shall not be affected by any change of duties or position of the Optionee
(including  a  transfer  to or from the  Corporation,  its  parent or any of its
subsidiaries) so long as the Optionee continues in a Business  Relationship with
the Corporation, its parent or any of its subsidiaries.


5.       Procedure for Exercise.

         (a) The Option may be exercised, from time to time, in whole or in part
(but for the purchase of whole shares only),  by delivery of a written notice in
the form  attached as Exhibit A hereto (the  "Notice")  from the Optionee to the
Secretary of the Corporation, which Notice shall:

                  (i)      state  that  the  Optionee  elects  to  exercise  the
                           Option;

                  (ii)     state the number of shares with  respect to which the
                           Option is being exercised (the "Optioned Shares");

                  (iii)    state the method of payment for the  Optioned  Shares
                           pursuant to Section 5(b);

                  (iv)     state the date upon  which the  Optionee  desires  to
                           consummate the purchase of the Optioned Shares (which
                           date must be prior to the  termination of such Option
                           and no later than 30 days from the  delivery  of such
                           Notice);

                  (v)      include any  representations of the Optionee required
                           under Section 8(b);
<PAGE>

                  (vi)     if the Option shall be exercised in  accordance  with
                           Section 9 of the Plan by any  person  other  than the
                           Optionee, include evidence to the satisfaction of the
                           Committee of the right of such person to exercise the
                           Option; and

         (b) Payment of the Option Price for the  Optioned  Shares shall be made
either (i) by delivery of cash or a check to the order of the  Corporation in an
amount equal to the Option Price, (ii) if approved by the Committee, by delivery
to the  Corporation of shares of Common Stock of the  Corporation  having a Fair
Market Value on the date of exercise  equal in amount to the Option Price of the
options  being  exercised,   (iii)  by  any  other  means  (including,   without
limitation,  by delivery of a promissory  note of the  Optionee  payable on such
terms as are specified by the Board of  Directors)  which the Board of Directors
determines are consistent  with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation  T  promulgated  by  the  Federal  Reserve  Board),  or  (iv)  by any
combination of such methods of payment. Notwithstanding any provisions herein to
the  contrary,  if approved by the Committee and if the Fair Market Value of one
share of Common  Stock of the  Corporation  is greater than the Option Price (at
the date of calculation as set forth below),  in lieu of paying the Option Price
in cash,  the  Optionee  may  elect to  receive  shares  equal to the  value (as
determined  below) of the Optioned Shares by delivering  notice of such election
to the Corporation in which event the Corporation  shall issue to the Optionee a
number of shares of Common Stock computed using the following formula:

                  X = Y(A-B)

        A

Where   X = the number of shares of Common Stock to be issued to the Optionee

        Y = the number of Optioned Shares

        A = the Fair Market Value of one share of Common Stock (at the date of
            such calculation)

        B = Option  Price  (as  adjusted  to the date of such  calculation)

         (c) The Corporation  shall issue a stock certificate in the name of the
Optionee  (or such other person  exercising  the Option in  accordance  with the
provisions  of  Section  9 of the  Plan)  for  the  Optioned  Shares  as soon as
practicable  after  receipt of the Notice and  payment of the  aggregate  Option
Price for such shares.

         6. No  Rights  as a  Stockholder.  The  Optionee  shall  not  have  any
privileges  of a  stockholder  of the  Corporation  with respect to any Optioned
Shares  until the date of  issuance of a stock  certificate  pursuant to Section
5(c).

         7. Adjustments. The Plan contains provisions covering the treatment
of options in a number of contingencies such as stock splits and mergers.
Provisions in the Plan for adjustment with respect to stock subject to options
and the related provisions with respect to successors to the business of the
Corporation are hereby made applicable hereunder and are incorporated herein by
reference. In general, the Optionee should not assume that options would survive
the acquisition of the Corporation.

         8. Additional Provisions Related to Exercise.

         (a) The  Option  shall be  exercisable  only on such  date or dates and
during  such  period  and for such  number of shares of Common  Stock as are set
forth in this Agreement.

         (b) To exercise the Option,  the Optionee  shall follow the  procedures
set forth in Section 5 hereof.  Upon the  exercise  of the Option at a time when
there is not in effect a  registration  statement  under the  Securities  Act of
1933, as amended (the "Securities Act"),  relating to the shares of Common Stock
issuable upon exercise of the Option,  the Committee in its discretion may, as a
condition to the exercise of the Option,  require the Optionee (i) to execute an
Investment  Representation  Statement  substantially  in the form  set  forth in
Exhibit B hereto and (ii) to make such other  representations  and warranties as
are deemed appropriate by counsel to the Corporation.
<PAGE>

         (c) Stock  certificates  representing  shares of Common Stock  acquired
upon the exercise of Options that have not been registered  under the Securities
Act shall, if required by the Committee,  bear an appropriate restrictive legend
referring to the  Securities  Act. No shares of Common Stock shall be issued and
delivered  upon the  exercise  of the Option  unless  and until the  Corporation
and/or the Optionee  shall have  complied with all  applicable  Federal or state
registration,   listing  and/or   qualification   requirements   and  all  other
requirements of law or of any regulatory agencies having jurisdiction.

         9. No Evidence of Employment or Service.  Nothing contained in the Plan
or this  Agreement  shall  confer upon the  Optionee  any right to continue in a
Business   Relationship  with  the  Corporation,   its  parent  or  any  of  its
subsidiaries  or  interfere  in any way with the right of the  Corporation,  its
parent or its  subsidiaries  (subject to the terms of any separate  agreement to
the contrary) to terminate the Optionee's  Business  Relationship or to increase
or decrease the Optionee's compensation at any time.

         10.  Restriction  on  Transfer.  The  Option  may  not be  transferred,
pledged,  assigned,  hypothecated  or  otherwise  disposed  of in any way by the
Optionee, except by will or by the laws of descent and distribution,  and may be
exercised  during the  lifetime of the  Optionee  only by the  Optionee.  If the
Optionee dies,  the Option shall  thereafter be  exercisable,  during the period
specified in Section 4, by his executors or administrators to the full extent to
which the Option was  exercisable by the Optionee at the time of his death.  The
Option shall not be subject to  execution,  attachment or similar  process.  Any
attempted assignment,  transfer,  pledge,  hypothecation or other disposition of
the Option  contrary to the  provisions  hereof,  and the levy of any execution,
attachment  or  similar  process  upon  the  Option,  shall be null and void and
without effect.  The words "transfer" and "dispose"  include without  limitation
the making of any sale, exchange, assignment, gift, security interest, pledge or
other encumbrance, or any contract therefor, any voting trust or other agreement
or  arrangement  with respect to the  transfer of any  interest,  beneficial  or
otherwise,  in the Option,  the creation of any other claim thereto or any other
transfer or disposition whatsoever, whether voluntary or involuntary,  affecting
the right, title, interest or possession with respect to the Option.

         11.  Specific   Performance.   Optionee   expressly   agrees  that  the
Corporation will be irreparably  damaged if the provisions of this Agreement and
the Plan are not specifically  enforced.  Upon a breach or threatened  breach of
the terms,  covenants  and/or  conditions  of this  Agreement or the Plan by the
Optionee,  the Corporation shall, in addition to all other remedies, be entitled
to a temporary  or  permanent  injunction,  without  showing any actual  damage,
and/or decree for specific performance, in accordance with the provisions hereof
and  thereof.  The Board of  Directors  shall have the power to  determine  what
constitutes a breach or  threatened  breach of this  Agreement or the Plan.  Any
such determinations shall be final and conclusive and binding upon the Optionee.

         12. Disqualifying Dispositions. To the extent the Option is intended to
be an Incentive Stock Option,  and if the Optioned Shares are disposed of within
two  years  following  the  date of this  Agreement  or one year  following  the
issuance thereof to the Optionee (a "Disqualifying  Disposition"),  the Optionee
shall,  immediately  prior  to  such  Disqualifying   Disposition,   notify  the
Corporation in writing of the date and terms of such  Disqualifying  Disposition
and provide such other information  regarding the  Disqualifying  Disposition as
the Corporation may reasonably require.
<PAGE>

         13. Notices.  All notices or other communications which are required or
permitted  hereunder  shall  be in  writing  and  sufficient  if (i)  personally
delivered  or sent by  telecopy,  (ii) sent by  nationally-recognized  overnight
courier or (iii) sent by registered or certified mail,  postage prepaid,  return
receipt requested, addressed as follows:

         if to the  Optionee,  to the address (or telecopy  number) set forth on
         the Notice of Grant; and

         if to the Corporation, to:

         PanAgra International Corporation
         515 Madison Avenue
         New York, New York  10022
         Attention: Chief Executive Officer
         Telecopy: (203) _________


or to such  other  address  as the party to whom  notice is to be given may have
furnished  to the  other  party in  writing  in  accordance  herewith.  Any such
communication  shall  be  deemed  to have  been  given  (i) when  delivered,  if
personally  delivered,  or when  telecopied,  if  telecopied,  (ii) on the first
Business   Day   (as   hereinafter   defined)   after   dispatch,   if  sent  by
nationally-recognized  overnight  courier  and (iii) on the third  Business  Day
following the date on which the piece of mail containing such  communication  is
posted, if sent by mail. As used herein,  "Business Day" means a day that is not
a Saturday,  Sunday or a day on which banking  institutions in the city to which
the notice or communication is to be sent are not required to be open.

         14. No Waiver.  No waiver of any breach or condition of this  Agreement
shall be deemed to be a waiver of any other or  subsequent  breach or condition,
whether of like or different nature.

         15. Optionee  Undertaking.  The Optionee hereby agrees to take whatever
additional actions and execute whatever additional documents the Corporation may
in its reasonable  judgment deem necessary or advisable in order to carry out or
effect one or more of the  obligations or  restrictions  imposed on the Optionee
pursuant to the express provisions of this Agreement.

         16.  Modification of Rights.  The rights of the Optionee are subject to
modification and termination in certain events as provided in this Agreement and
the Plan.

         17.  Governing Law. This Agreement  shall be governed by, and construed
in accordance  with,  the laws of the State of New York  applicable to contracts
made and to be wholly performed therein,  without giving effect to its conflicts
of laws principles.

         18. Counterparts;  Facsimile Execution.  This Agreement may be executed
in one or more  counterparts,  each of which shall be deemed to be an  original,
but  all of  which  together  shall  constitute  one and  the  same  instrument.
Facsimile  execution and delivery of this Agreement is legal,  valid and binding
execution and delivery for all purposes.

         19. Entire  Agreement.  This Agreement  (including the Notice of Grant)
and the Plan,  and, upon  execution,  the Notice and  Investment  Representation
Statement,  constitute the entire agreement  between the parties with respect to
the  subject  matter  hereof,  and  supersede  all  previously  written  or oral
negotiations, commitments, representations and agreements with respect thereto.

         20.  Severability.  In the event one or more of the  provisions of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.
<PAGE>

         21. WAIVER OF JURY TRIAL.  THE OPTIONEE HEREBY  EXPRESSLY,  IRREVOCABLY
AND  UNCONDITIONALLY  WAIVES  TRIAL BY JURY IN ANY LEGAL  ACTION  OR  PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


                                             [signature page follows]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the date first written above.

                                            PANAGRA INTERNATIONAL CORPORATION


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


                                            Optionee:

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



<PAGE>




                                NOTE RE: EXHIBITS


                        EXHIBITS A AND B ARE TO BE SIGNED

                           WHEN OPTIONS ARE EXERCISED,

                      NOT WHEN OPTION AGREEMENT IS SIGNED.



<PAGE>


                                    EXHIBIT A

                        PANAGRA INTERNATIONAL CORPORATION

                                 2001 STOCK PLAN

                                 EXERCISE NOTICE

PanAgra International Corporation
Attention:  Chief Executive Officer

         1.Exercise of Option.  Effective as of today,  _______________________,
20__ , the undersigned (the "Optionee") hereby elects to exercise the Optionee's
option to purchase ________________ shares of the Common Stock (the "Shares") of
____________, Inc. (the "Corporation") under and pursuant to the 2001 Stock Plan
(the "Plan") and the Stock Option  Agreement  dated _________ (the "Stock Option
Agreement"), with the purchase of the Shares to be consummated on ______________
___, ____ (the "Effective Date"),  which date is prior to the termination of the
Option and no later than 30 days from the date of delivery of this Notice.

         2. Representations of the Optionee.  The Optionee acknowledges that the
Optionee  has  received,  read and  understood  the Plan  and the  Stock  Option
Agreement and agrees to abide by and be bound by their terms and conditions.

         3. Rights as Shareholder.  Until the stock certificate  evidencing such
Shares is issued  (as  evidenced  by the  appropriate  entry on the books of the
Corporation or of a duly authorized transfer agent of the Corporation), no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with  respect to the Shares,  notwithstanding  the  exercise of the Option.  The
Corporation shall issue (or cause to be issued) such stock certificate  promptly
after the Effective  Date,  provided the applicable  price has been paid and the
required documents have been received. No adjustment will be made for a dividend
or other  right  for  which  the  record  date is  prior  to the date the  stock
certificate is issued,  except as otherwise  provided in the Plan. Upon issuance
of such stock  certificate,  the Stockholder  Agreement  shall take effect,  and
Optionee's  rights  as a  shareholder  shall  be  governed  by such  Stockholder
Agreement.

         4. Tax  Consultation.  The Optionee  understands  that the Optionee may
suffer  adverse  tax  consequences  as a result of the  Optionee's  purchase  or
disposition  of the  Shares.  The  Optionee  represents  that the  Optionee  has
consulted with any tax  consultants  the Optionee deems  advisable in connection
with the  purchase  or  disposition  of the Shares and that the  Optionee is not
relying on the Corporation for any tax advice.

         5. Successors and Assigns. The Corporation may assign any of its rights
under the Stock  Option  Agreement to single or multiple  assignees  (who may be
stockholders, officers, directors, employees or consultants of the Corporation),
and this  Agreement  shall inure to the benefit of the successors and assigns of
the Corporation.  Subject to the restrictions on transfer set forth in the Stock
Option  Agreement,  this Agreement shall be binding upon the Optionee and his or
her heirs, executors, administrators, successors and assigns.

         6.  Interpretation.  Any dispute regarding the  interpretations of this
Agreement shall be submitted by the Optionee or by the Corporation  forthwith to
the Committee,  which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee  shall be final and binding on the
Corporation and on the Optionee.
<PAGE>

         7. Governing Laws:  Severability.  This Agreement shall be governed by,
and construed in accordance  with, the laws of the State of New York  applicable
to contracts made and to be wholly performed  therein,  without giving effect to
its  conflicts of laws  principles.  Should any  provision of this  Agreement be
determined  by a  court  of  law  to be  illegal  or  unenforceable,  the  other
provisions shall nevertheless remain effective and shall remain enforceable.

         8. Notices.  Any notice required or permitted  hereunder shall be given
in  writing  and  shall be  deemed  effectively  given  if  given in the  manner
specified in the Stock Option Agreement.

         9.  Further  Instruments.  The parties  agree to execute  such  further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.

         10.  Delivery  of  Payment.  The  Optionee  herewith  delivers  to  the
Corporation the full Option Price for the Shares.

         11.  Entire  Agreement.  The Plan,  the Notice of Grant,  and the Stock
Option Agreement are incorporated herein by reference. This Agreement, the Plan,
the  Notice  of  Grant,   the  Stock  Option   Agreement,   and  the  Investment
Representation  Statement  constitute  the entire  agreement  of the parties and
supersede  in their  entirety  all  prior  undertakings  and  agreements  of the
Corporation and the Optionee with respect to the subject matter hereof.

Submitted by:                               Accepted by:

OPTIONEE:                                   PANAGRA INTERNATIONAL CORPORATION


                                            By:_____________________________

___________________________                 Its:____________________________
Name:




<PAGE>


                                                                 EXHIBIT B

                                 2001 STOCK PLAN

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE          :        ___________________________________

CORPORATION       :        PANAGRA INTERNATIONAL CORPORATION

SECURITY          :        Common Stock

AMOUNT            :        ___________________________________

DATE              :        ___________________________________

In connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Corporation the following:

         (a) The  Optionee is aware of the  Corporation's  business  affairs and
financial   condition  and  has  acquired   sufficient   information  about  the
Corporation  to reach an  informed  and  knowledgeable  decision  to acquire the
Securities.  The Optionee is acquiring  these  Securities for investment for the
Optionee's  own account only and not with a view to, or for resale in connection
with, a "distribution" thereof within the meaning of the Securities Act of 1933,
as amended (the "Securities Act").

         (b) The  Optionee  acknowledges  and  understands  that the  Securities
constitute  "restricted  securities"  under the Securities Act and have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefrom,  which  exemption  depends upon,  among other  things,  the bona fide
nature  of the  Optionee's  investment  intent  as  expressed  herein.  In  this
connection,  the Optionee  understands  that, in the view of the  Securities and
Exchange  Commission,  the statutory basis for such exemption may be unavailable
if the Optionee's  representation was predicated solely upon a present intention
to hold these  Securities for the minimum  capital gains period  specified under
tax statutes,  for a deferred  sale, for or until an increase or decrease in the
market price of the  Securities,  or for a period of one year or any other fixed
period in the future. The Optionee further  understands that the Securities must
be  held  indefinitely  unless  they  are  subsequently   registered  under  the
Securities Act or an exemption from such registration is available. The Optionee
further acknowledges and understands that the Corporation is under no obligation
to register  the  Securities.  The  Optionee  understands  that the  certificate
evidencing  the Securities  will be imprinted with a legend which  prohibits the
transfer of the Securities  unless they are registered or such  registration  is
not required in the opinion of counsel satisfactory to the Corporation and other
legends required under the applicable state or federal securities laws.


Signature of Optionee: _____________________________

Date:__________________