JET AVIATION TRADING INC, SB-2, 1997-11-13

JET AVIATION TRADING INC
SB-2, 1997-11-13

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

JET AVIATION TRADING, INC.
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
FLORIDA 5008 52-2040613
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

15675 NORTHWEST 15TH AVENUE
MIAMI, FLORIDA 33169
(305) 624-6700
(Address and telephone number of principal executive offices
and principal place of business)

JOSEPH J. NELSON, PRESIDENT
JET AVIATION TRADING, INC.
15675 NORTHWEST 15TH AVENUE, MIAMI, FLORIDA 33169
(305) 624-6700
(Name, address and telephone number of agent for service)

With a copy to:

SHAPO, FREEDMAN & BLOOM, P.A.
200 SOUTH BISCAYNE BLVD., SUITE 4750
MIAMI, FLORIDA 33131
ATTN: LEONARD H. BLOOM, ESQ.
(305) 358-4440

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after registration statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] -- [Added in
Release No. 33-7168 (para.85,620), effective June 7, 1995, 60 F.R. 26604.]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] -- [Added in Release No. 33-7168 (para.85,620),
effective June 7, 1995, 60 F.R. 26604.]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ] [Added in Release No. 33-7168 (para.85,620),
effective June 7, 1995, 60 F.R. 26604.]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(1)................... 1,000,000 4.50 $4,500,000 $1,364
- ----------------------------------------------------------------------------------------------------------------------
Common Stock...................... 1,969,000 4.50 $8,860,500 $2,685
======================================================================================================================
</TABLE>

(1) Shares of Common Stock issuable in connection with the exercise of the
Warrants.
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
================================================================================
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JET AVIATION TRADING, INC.

CROSS-REFERENCE SHEET SHOWING LOCATION OR
CAPTION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM SB-2

<TABLE>
<CAPTION>
ITEM REGISTRATION STATEMENT ITEM NUMBER AND HEADING LOCATION OR CAPTION IN PROSPECTUS
- ---- ---------------------------------------------- ---------------------------------
<C> <S> <C>
1. Front of Registration Statement and Outside
Front Cover Page of Prospectus.............. Outside front cover of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.................................. Inside front and outside back cover pages
of Prospectus
3. Summary Information and Risk Factors.......... Prospectus Summary; the Company; Risk
Factors
4. Use of Proceeds............................... Use of Proceeds
5. Determination of Offering Price............... The Offering
6. Dilution...................................... Dilution
7. Selling Security Holders...................... Selling Security Holders
8. Plan of Distribution.......................... Outside front cover page; Plan of
Distribution
9. Legal Proceedings............................. Business
10. Directors, Executive Officers, Promoters and
Control Persons............................. Management
11. Security Ownership of Certain Beneficial
Owners and Management....................... Principal Stockholders
12. Description of Securities..................... Description of Securities
13. Interest of Named Experts and Counsel......... Legal Matters; Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................. Not Applicable
15. Organization Within Last Five Years........... Certain Transactions
16. Description of Business....................... The Company; Business
17. Management's Discussion and Analysis or Plan
of Operation................................ Management's Discussion and Analysis of
Financial Conditions and Results of
Operations
18. Description of Property....................... Business
19. Certain Relationships and Related
Transactions................................ Certain Transactions
20. Market for Common Equity and Related
Stockholder Matters......................... Market Price of the Common Stock
21. Executive Compensation........................ Management
22. Financial Statements.......................... Report of Independent Certified Public
Accountants
</TABLE>

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<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1997

PROSPECTUS

JET AVIATION TRADING, INC.
1,000,000 SHARES OF COMMON STOCK
OFFERED BY THE COMPANY PURSUANT TO OUTSTANDING WARRANTS
---------------------

1,000,000 SHARES OF COMMON STOCK
OFFERED BY CERTAIN SELLING SECURITY HOLDERS UPON EXERCISE
OF OUTSTANDING WARRANTS
---------------------

1,969,000 SHARES OF COMMON STOCK
OFFERED BY CERTAIN SELLING SECURITY HOLDERS
---------------------

This Prospectus relates to an offering by Jet Aviation Trading, Inc. (the
"Company") of 1,000,000 shares of common stock, $.001 par value per share (the
"Common Stock"), issuable upon the exercise of 1,000,000 outstanding Common
Stock Purchase Warrants (the "Warrants").

This Prospectus also relates to the sale of 1,000,000 shares of Common
Stock following the exercise of the Warrants and the sale of 1,969,000
additional shares of Common Stock previously issued by the Company in certain
private placement transactions, all of which are offered by the holders thereof
identified as "Selling Security Holders" in this Prospectus. See "SELLING
SECURITY HOLDERS."

Each Warrant entitles the holder to purchase at any time until June 30,
2002 one share of Common Stock upon payment of an exercise price of $4.50. See
"DESCRIPTION OF SECURITIES."

The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Security Holders, although it will receive proceeds from
the exercise of the Warrants. Sales of shares of Common Stock may be made from
time to time in transactions (which may include block transactions) by or for
the account of the Selling Security Holders in the over-the-counter market or in
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale or at negotiated prices. The Company has informed the Selling Security
Holders that the anti-manipulative rules under the Securities Exchange Act of
1934, Regulation M, may apply to their sales in the market and has furnished
each of the Selling Security Holders with a copy of these rules. The Company has
also informed the Selling Security Holders of the need for delivery of copies of
this Prospectus. See "SELLING SECURITY HOLDERS" and "PLAN OF DISTRIBUTION."
---------------------

THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AND "DILUTION."
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
============================================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO THE PROCEEDS TO THE SELLING
CLASS OF SECURITY SECURITY HOLDERS DISCOUNTS COMPANY(1) SECURITY HOLDERS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock(2)....... $4.50 N/A $4,500,000 N/A
- ------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock(3)....... -- N/A N/A $ (4)
- ------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock(5)....... -- N/A N/A $ (4)
========================================================================================================================
</TABLE>

(1) Does not take into account the costs of this offering, including among
others, printing, blue sky and professional fees, estimated at $100,000,
which will be borne entirely by the Company; assumes all warrants are
exercised.
(2) Represents shares of Common Stock which may be issued upon exercise of the
Warrants.
(3) Represents the anticipated sale by the Selling Security Holders of shares of
Common Stock issuable upon exercise of the Warrants, at $ , the
high bid price on . There can be no assurances, however, that
the Selling Security Holders will be able to sell their shares of Common
Stock at this price, or that a liquid market will exist for the Company's
Common Stock.
(4) Does not give effect to ordinary brokerage commissions or other costs of
sale that will be borne solely by the Selling Security Holders.
(5) Represents the anticipated sale by the Selling Security Holders at
$ , the high bid price on . There can be no assurances,
however, that the Selling Security Holders will be able to sell their shares
of Common Stock at this price, or that a liquid market will exist for the
Company's Common Stock.

The Common Stock is traded in the over-the-counter market and is quoted on
The OTC Bulletin Board under the symbol "JTAV".
---------------------

The date of this Prospectus is , 1997
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AVAILABLE INFORMATION

The Company is not subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company will provide a report to stockholders, at least annually, which
will include audited financial statements of the Company.

The Company will provide, without charge, to each person who receives a
Prospectus, upon the written or oral request of such person, a copy of any of
the information that was incorporated by reference in the Prospectus (not
including exhibits to the information that was incorporated by reference unless
the exhibits are themselves specifically incorporated by reference). Requests
should be directed to the Secretary, Jet Aviation Trading, Inc., 15675 Northwest
15th Avenue, Miami, Florida 33169 (Telephone No. 305-624-6700).

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PROSPECTUS SUMMARY

The following Summary is qualified in its entirety by the more detailed
information and financial statements, including the Notes thereto, appearing
elsewhere in this Prospectus.

THE COMPANY

The Company (formerly known as Schuylkill Acquisition Corp.) was formed
pursuant to the laws of the State of Florida in May, 1997. It conducted no
business.

On July 28, 1997, the Company merged with Jet Aviation Trading, Inc., a
Florida corporation ("Old Jet"), remained the surviving entity and changed its
name to Jet Aviation Trading, Inc. Old Jet had commenced business on October 3,
1996. Unless the context otherwise requires, references to the "Company"
throughout this Prospectus, including the Financial Statements contained herein,
refer to the operations of Old Jet prior to July 28, 1997 and the Company
thereafter.

The Company specializes in the sale, lease, exchange and purchase of
technical spares for fixed-wing commercial jet transport aircraft manufactured
by Boeing, McDonnell Douglas, Airbus and Lockheed. Complimenting this core
business, the Company provides its customers with inventory management services
including new product distribution, technical purchasing, maintenance repair
management, consignment marketing and purchase/leaseback of technical spares
inventory. The Company also pursues opportunities involving the purchase, sale
and lease of jet turbine engines, jet turbine aircraft and related aviation
industry equipment.

Industry estimates are that the annual worldwide market for aircraft spare
parts is approximately $10.2 billion, of which approximately $1.6 billion
reflects annual sales of aircraft spare parts in the redistribution market.
These sales figures are expected to grow considerably in the near future, as
continued cost pressures affect airlines, manufacturers and maintenance service
providers. The emphasis upon cost containment in recent years has led to a
marked increase in the average age of the worldwide airline fleet, as commercial
airlines seek to prolong the depreciable life of their aircraft. The Company
seeks to exploit these key market trends by positioning itself as a low cost
participant in the redistribution market. In addition, the Company offers its
customers a wide range of inventory management services, allowing them to reduce
operational expenses. This service complements the recent trend of commercial
airlines seeking to outsource certain activities in order to focus upon their
core business of passenger and cargo air transportation. Finally the Company
believes that it can successfully exploit opportunities for bulk purchases of
inventory and purchases of jet turbine engines and aircraft at favorable prices,
thereby increasing profitability. (See "Business" and "Risk Factors").

From inception (October 3, 1996) though the fiscal year ended August 31,
1997, the Company generated net sales of $6,215,553 and net income of $15,959.
Of such revenues, approximately 57.3% were derived from sales to domestic
customers and approximately 42.7% were derived from sales to international
customers. Transactions involving technical spares accounted for 100% of net
sales.

The Company's operations are conducted from leased facilities at 15675
Northwest 15th Avenue, Miami, Florida 33169 where it maintains its executive
offices. Its telephone number is (305) 624-6700.

THE OFFERING

Securities Being Offered: This Prospectus relates to an offering by the
Company of 1,000,000 shares of common stock, $.001
par value per share (the "Common Stock"), issuable
upon the exercise of certain outstanding Common
Stock Purchase Warrants (the "Warrants") previously
issued by the Company.

This Prospectus also relates to the sale of
1,000,000 shares of Common Stock following the
exercise of the outstanding Warrants, by the
holders

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thereof, and to the sale of 1,969,000 additional
shares of Common Stock previously issued by the
Company in certain private placement transactions,
all of which are being offered by the holders
thereof identified as "Selling Security Holders" in
this Prospectus. See "SELLING SECURITY HOLDERS."

The shares of Common Stock offered by the Selling
Security Holders may be offered for sale from time
to time by the holders in regular brokerage
transactions, either directly or through brokers or
to dealers, in private sales or negotiated
transactions, or otherwise, at prices related to
then prevailing market prices. The Company will not
receive any proceeds from the sale of shares of
Common Stock by the Selling Security Holders. All
expenses of the registration of such securities
are, however, being borne by the Company. The
Selling Security Holders, and not the Company, will
pay or assume such brokerage commissions as may be
incurred in the sale of their securities.

The Common Stock is traded on The OTC Bulletin
Board under the symbol "JTAV". On the
high bid price was $ .

Total number of shares of
Common Stock
outstanding.............. 2,996,500

Total number of shares of
Common Stock offered by
the Company pursuant to
outstanding Warrants..... 1,000,000

Total number of shares of
Common Stock outstanding
upon exercise of the
outstanding Warrants..... 3,996,500

Total number of shares of
Common Stock being
offered by Selling
Security Holders
(including shares
issuable upon exercise of
the Warrants)............ 2,969,000

Use of Proceeds: The net proceeds realized by the Company upon the
exercise of the Warrants will be used to purchase
jet turbine engines and additional inventory and to
offset general working capital requirements of the
Company. See "USE OF PROCEEDS." Inasmuch as the
Company has received no firm commitments for the
exercise of the Warrants, however, there can be no
assurances as to the amount of the net proceeds to
be realized by the Company. Except for any proceeds
that may be realized upon exercise of the Warrants,
the Company will not receive any of the proceeds
from the sale of any of the shares of Common Stock
by the Selling Security Holders.

Risk Factors: The Common Stock offered hereby involves a high
degree of risk and prospective investors should
consider carefully the factors specified under
"Risk Factors" before electing to invest. See "RISK
FACTORS."

Trading Symbol: Common Stock -- "JTAV"

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SELECTED FINANCIAL INFORMATION

Set forth below is the historical selected financial information with
respect to the Company for the period from inception (October 3, 1996) until
August 31, 1997 and the 11 months then ended.

<TABLE>
<CAPTION>
ELEVEN MONTHS
ENDED
AUGUST 31, 1997
---------------
<S> <C>
INCOME STATEMENT INFORMATION
Revenue..................................................... $6,215,553
Net Income.................................................. $ 15,959
Net Income per Share........................................ $ .01
Weighted Average Shares Outstanding......................... 1,672,968

BALANCE SHEET INFORMATION (AT END OF PERIOD)
Working Capital............................................. $3,246,086
Total Assets................................................ $4,561,330
Total Liabilities........................................... $1,181,057
Stockholders' Equity........................................ $3,380,273
Net Tangible Book Value Per Share........................... $ 1.13
</TABLE>

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<PAGE> 8

RISK FACTORS

Prospective investors should consider carefully the following Risk Factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the shares of Common Stock offered hereby.

LIMITED OPERATING HISTORY

The Company has a limited operating history upon which an evaluation of its
performance and prospects can be made. The Company's prospects must be
considered in light of the numerous risks, expenses, delays, problems and
difficulties frequently encountered in the establishment of a new enterprise in
industries characterized by intense competition. Although through August 31,
1997, the Company has operated profitably, the Company intends to expand its
operations, which will bring increased cash flow pressures. Accordingly,
expansion of inventory and operations may have a negative impact on the
profitability of the Company, at least in the near term. Further, there can be
no assurance that the Company will be able to successfully expand its operations
and continue profitability. See "FINANCIAL STATEMENTS" and "BUSINESS."

NEED FOR ADDITIONAL FUNDING

The exercise of all the Warrants will result in net proceeds to the Company
of approximately $4,400,000. Although the Company believes that these funds,
together with revenues from operations will be sufficient for the Company's
immediate anticipated needs, additional funds will be required to expand the
business over time. There can be no assurance however, that such funds will be
sufficient in the near term or that the Company will be able to secure
additional financing when required. See "BUSINESS" and "MANAGEMENT'S
DISCUSSION."

EFFECTS OF THE ECONOMY ON THE OPERATIONS OF THE COMPANY

Since the Company's customers consist of airlines, maintenance and repair
facilities that service airlines and other spare parts redistributors, the
Company's business is impacted by the economic factors which affect the airline
industry. When such factors adversely affect the airline industry, they tend to
reduce the overall demand for aircraft spare parts and peripheral services,
causing price reductions and increasing the credit risk associated with doing
business with airlines and others. Additionally, factors such as the price of
fuel affect the aircraft spare parts market, since older aircraft (into which
aircraft spare parts are most often placed), which tend to be less fuel
efficient, become less viable as the price of fuel increases. There can be no
assurance that economic and other factors which might affect the airline
industry will not have an adverse impact on the Company's results of operations.

TRENDS IN THE MARKET

Airline purchasing departments have been reducing the number of "approved"
suppliers in order to reduce costs. During the last few years certain major
airlines have reduced the number of "approved" suppliers from as many as fifty
to as few as five. Although the Company presently is an approved supplier of
fourteen airlines, no assurances can be given that the Company can maintain or
expand this status. Further, the reduction in the supplier base for airlines
contributed to a consolidation in the redistribution market which, the Company
believes, will continue. Only redistributors with extensive inventories,
experienced management, sufficient capital and the ability to adhere to the
industry standards for traceability will, the Company believes, operate
profitably. No assurances can be given that the Company can effectively compete
in this changing marketplace.

RISK REGARDING THE COMPANY'S INVENTORY

The Company's inventory consists principally of new, overhauled,
serviceable and repairable aircraft parts that are purchased from many sources.
Before parts may be installed in an aircraft, they must meet certain standards
of condition established by the Federal Aviation Administration ("FAA") and/or
the

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equivalent regulatory agencies in other countries. Specific regulations vary
from country to country, although regulatory requirements in other countries
generally coincide with FAA requirements. Parts owned or acquired by the Company
may not meet applicable standards or standards may change in the future, causing
parts which are already contained in the Company's inventory to be scrapped or
modified. Aircraft manufacturers may also develop new parts to be used in lieu
of parts already contained in the Company's inventory. In all such cases, to the
extent that the Company has such parts in its inventory, their value may be
reduced. See "BUSINESS -- Government Regulation and Traceability."

RISKS REGARDING THE PURCHASE OF JET TURBINE ENGINES AND AIRCRAFT

Although the Company has not, to date, purchased jet turbine engines or jet
turbine aircraft for resale, it intends in the future, to engage in these
activities. The purchase for resale of these items are subject to risks related
to the volatility in the market place for engines and aircraft. These activities
also involve a commitment of substantial capital, and if the engines or aircraft
are purchased at too high a price for subsequent resale, substantial losses
could be incurred. In addition, engines and aircraft may need repair work, which
increases their cost and adversely affects profitability.

GOVERNMENT REGULATION

The aviation industry is highly regulated in the United States by the FAA
and in other countries by similar agencies. While the Company's business is not
regulated, the aircraft spare parts which it sells to its customers must be
accompanied by documentation which enables the customer to comply with
applicable regulatory requirements. There can be no assurance that new and more
stringent government regulations will not be adopted in the future or that any
such new regulations, if enacted, would not have an adverse impact on the
Company. See "BUSINESS -- Government Regulation and Traceability."

FLUCTUATIONS IN OPERATING RESULTS

The Company's operating results are affected by many factors, including the
timing of orders from customers, the timing of expenditures to purchase
inventory in anticipation of future sales, the timing of bulk inventory
purchases, the timing of purchases and financing requirements for jet engines or
aircraft and the mix of available technical spare parts contained, at any time,
in the Company's inventory. A large portion of the Company's operating expenses
are relatively fixed. Since the Company typically does not obtain long-term
purchase orders or commitments from its customers, it must anticipate the future
volume of orders based upon the historic purchasing patterns of its customers
and upon its discussions with its customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on the Company's business,
financial condition and results of operations. See "FINANCIAL STATEMENTS" and
"MANAGEMENT'S DISCUSSION."

RELIANCE ON CHIEF EXECUTIVE OFFICER

The continued success of the Company is dependent to a significant degree
upon the services of Joseph J. Nelson, its president and chief executive officer
and upon the Company's ability to attract and retain qualified personnel
experienced in the various phases of the Company's business. The Company has an
employment agreement with Mr. Nelson which terminates on October 31, 1999. The
Company anticipates obtaining term insurance for Mr. Nelson in an amount not to
exceed $1,000,000. However, the ability of the Company to operate successfully
could be jeopardized with the loss of Mr. Nelson's services. See "MANAGEMENT."

COMPETITION

There are numerous suppliers of aircraft spare parts in the aviation market
worldwide and, through inventory listing services, customers have access to a
broad array of suppliers. These include major aircraft manufacturers, airline
and aircraft service companies, and aircraft spare parts redistributors. Many of
the Company's competitors have substantially greater financial and other
resources than the Company. There can

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<PAGE> 10

be no assurance that competitive pressures will not materially and adversely
affect the Company's business, financial condition or results of operations. See
"BUSINESS -- Competition."

POSSIBLE VOLATILITY OF STOCK PRICES

As of , 1997, the Company had outstanding 2,996,500 shares of
Common Stock, of which approximately are eligible for public trading.
Taking into account the sale of shares held by Selling Security Holders and the
exercise of the Warrants, assuming all of the Warrants are exercised, the
Company will have 3,996,500 shares of Common Stock outstanding, approximately
of which will be eligible for public trading. Although it is impossible
to predict market influences and prospective values for securities, it is
possible that, in and of itself, the substantial increase in the number of
shares available for sale could have a depressive effect upon the market value
of the Company's Common Stock.

Furthermore, although the Company's Common Stock trades in the
over-the-counter market, there can be no assurances that a regular trading
market will develop, or, if developed, will continue, or that the prices of the
Common Stock will exceed the exercise price paid by the holders of the Warrants.
There has been a history of significant volatility in the market prices for
shares of companies in a similar stage of development. Hence, there can be no
assurances that holders who elect to exercise their Warrants will ultimately be
able to sell the underlying shares of Common Stock at a profit, if at all.
Because of the factors described above and elsewhere in this Prospectus, the
market price of the Company's Common Stock following the date of this Prospectus
may be highly volatile.

POSSIBLE LIMITATIONS UPON TRADING ACTIVITIES; RESTRICTIONS IMPOSED UPON
BROKER-DEALERS EFFECTING TRANSACTIONS IN CERTAIN SECURITIES

Trading of the Company's securities may be subject to material limitations
as a consequence of certain provisions of the Securities Exchange Act of 1934
(the "Exchange Act") which limit the activities of broker-dealers effecting
transactions in "penny stocks."

Rules 15g-2 through 15g-6 promulgated under the Exchange Act provide a
series of rules requiring broker-dealers engaging in transactions in low-priced
over-the-counter securities defined as "penny stocks," to first provide to their
customers a series of disclosures and documents, including: (i) a standardized
risk disclosure document identifying the risks inherent in investing in "penny
stocks;" (ii) all compensation received by the broker-dealer in connection with
the transaction; (iii) current quotation prices and other relevant market data;
and (iv) monthly account statements reflecting the fair market value of the
securities.

"Penny stocks" are defined as any equity securities other than a security
that is registered on a national exchange; included for quotation in the NASDAQ
system; or whose issuer has net tangible assets of more than $2,000,000 and has
been in continuous operation for greater than three (3) years. Issuers who have
been in operation less than three (3) years must have net tangible assets of at
least $5,000,000.

Accordingly, the Company's Common Stock presently constitutes a "penny
stock." As such, trading activities for the Company's Common Stock will be made
more difficult for broker-dealers than in the case of securities not defined as
"penny stock." This may have the result of depressing the market for the
Company's securities and an investor may find it difficult to dispose of such
securities.

In addition, under the Exchange Act, and the regulations thereunder, any
person engaged in a distribution of the shares of Common Stock of the Company
offered by this Prospectus may not simultaneously engage in market making
activities with respect to the Common Stock of the Company during the applicable
"cooling off" periods prior to the commencement of such distribution. In
addition, and without limiting the foregoing, each Selling Security Holder will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder including, without limitation, Rule 15c2-6, and
Regulation M, which provisions may limit the timing of purchases and sales of
Common Stock by the Selling Security Holders.

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ARBITRARY DETERMINATION OF EXERCISE PRICE

The exercise prices of the Warrants do not bear any relationship to the
assets, book value, operating results or net worth of the Company, and should
not be considered to be an indication of the actual value of the Company.

POSSIBLE STATE AND FEDERAL RESTRICTIONS ON EXERCISE OF WARRANTS

Holders of Warrants will be able to sell the underlying Common Stock
issuable upon exercise thereof only if a current registration statement relating
to such underlying Common Stock is then in effect and on file with the
Securities and Exchange Commission and only if such Common Stock is qualified
for sale or exempt from qualification under the applicable state securities
laws. The Warrants contain certain provisions requiring the Company to file for,
and endeavor to secure, current and effective registration of the shares of
Common Stock issuable upon exercise. Although the Company has undertaken to use
its best efforts to maintain the effectiveness of this Prospectus covering the
securities underlying the Warrants, there can be no assurances that the Company
will be able to do so. The value of the Warrants may be greatly reduced if a
current prospectus covering the securities issuable upon the exercise of
Warrants is not kept effective or if such securities are not qualified or exempt
from qualification in the states in which the holders of Warrants reside. See
"DESCRIPTION OF SECURITIES."

EFFECT OF OUTSTANDING WARRANTS

As of October 31, 1997, the Company had outstanding Warrants to purchase
1,000,000 shares of Common Stock upon exercise. To the extent that the shares
underlying the Warrants enter the market, the price of the Common Stock in the
market may be substantially reduced. Moreover, for the term of the Warrants
issued by the Company, the holders thereof are given an opportunity to profit
from a rise in the market price of the Company's Common Stock, with resulting
dilution in the interest of the other stockholders. Further, the terms on which
the Company may obtain additional financing during that period may be adversely
affected by the existence of such Warrants. The holders of such Warrants may
exercise them at a time when the Company might be able to obtain additional
capital through a new offering of securities on terms more favorable than those
provided by therein. The Company has undertaken to file this Prospectus with the
Securities and Exchange Commission pursuant to certain registration rights
enjoyed by holders of Warrants. The expense of registration of this Prospectus
shall be borne by the Company, which expense may be significant.

DIVIDENDS NOT LIKELY

The Company does not intend to declare or pay cash dividends in the
foreseeable future. Earnings, if any, are expected to be retained to finance and
develop its business. See "DESCRIPTION OF SECURITIES."

DILUTION

The exercise price of the Warrants is $4.50 per share. Officers, directors,
promoters and affiliated persons of the Company purchased their shares for cash
and other consideration ranging from $.001 to $2.50.

USE OF PROCEEDS

The Company will not realize any proceeds from the sale of shares of Common
Stock by the Selling Security Holders. See "SELLING SECURITY HOLDERS."

The net proceeds which may be realized by the Company upon the exercise of
one-hundred (100%) percent of the Warrants will be approximately $4,400,000.
Inasmuch as the Company has received no firm commitments for their exercise,
there can be no assurance that any or a substantial portion of the Warrants will
be exercised.

9
<PAGE> 12

Management cannot predict with any certainty the amount of proceeds, if
any, which may be generated from the exercise of Warrants. The net proceeds, if
any, which may be realized by the Company upon the exercise of the Warrants,
will be utilized to continue the operations of the Company in accordance with
the business strategy identified by management. See "BUSINESS." Based upon this
strategy, assuming that net proceeds of $4,400,000 are realized by the Company
upon the exercise of Warrants, management would reasonably expect to utilize
such proceeds within a period of twenty-four (24) months, in the following
relative proportions:

<TABLE>
<CAPTION>
APPLICATION OF FUNDS % OF FUNDS
- -------------------- ----------
<S> <C>
Purchase of jet turbine engines............................. 34%
Purchase of additional spare parts inventory................ 25
General working capital..................................... 21
Employment of key personnel................................. 15
Improve facilities and purchase new equipment............... 5
---
100%
===
</TABLE>

The amounts actually expended for the purposes described above could vary
significantly depending on, among other things, the Company's ability to obtain
capital from other sources, the demand for the Company's services and the
availability of inventory, jet engines and aircraft at attractive prices.

MARKET PRICE OF THE COMMON STOCK

As of the date of this Prospectus, the Company's Common Stock is traded in
the over-the-counter market through The OTC Bulletin Board under the symbol
"JTAV." From to the high and low bid prices of the Common
Stock were and respectively.

Records of the Company's stock transfer agent indicate that as of October
31, 1997, the Company had 304 record holders of its Common Stock.

The Company has not paid any cash dividends to date, and does not
anticipate or contemplate paying cash dividends in the foreseeable future. It is
the present intention of management to utilize all available funds for working
capital of the Company.

10
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion should be read in conjunction with the
Company's Financial Statements, including the notes thereto. This Prospectus
contains certain forward-looking information which involves risks and
uncertainties. The actual results could differ from the results anticipated
herein.

OVERVIEW

The Company was incorporated in Florida on May 28, 1997 for the purpose of
acquiring by merger the business and operations of Old Jet upon the completion
of a stock offering by the Company. On July 28, 1997, the Company acquired 100%
of the outstanding common stock of Old Jet in exchange for 1,776,800 shares of
common stock of the Company in a one for one stock exchange. The merger has been
accounted for as a purchase. Old Jet was incorporated in the state of Florida on
October 3, 1996 for the purpose of buying, selling, leasing and exchanging spare
parts for fixed-wing commercial jet transport aircraft. Effective July 28, 1997
the Company's name was changed from Schuylkill Acquisition Corp. to Jet Aviation
Trading, Inc.

The effect of the transaction was a reverse merger; accordingly, the
historical financial statements presented are those of the accounting survivor,
Old Jet, and the stockholders' equity of the merged company was recapitalized to
reflect the capital structure of the surviving legal entity (the Company) and
the retained earnings of Old Jet.

The Company derives its revenues from selling, leasing and exchanging spare
parts for fixed-wing commercial jet transport aircraft.

The Company has only a limited operating history upon which an evaluation
of its operations and prospects can be based. Although the Company has since
inception experienced increasing net sales, the Company may experience
significant fluctuations in its gross margins and operating results in the
future, both on an annual and a quarterly basis. These fluctuations may be
caused by various factors, including general economic conditions, specific
economic conditions in the commercial aviation industry, the availability and
price of surplus aviation material, the size and timing of customer orders,
returns by and allowances to customers and the cost of capital to the Company.

RESULTS OF OPERATIONS

Net sales of $6,215,553 have been generated since inception on October 3,
1996 through August 31, 1997. The Company has been able to sustain an increase
in net sales since inception through August 31, 1997, primarily due to the
increased availability of cash resources to acquire inventory for resale. The
Company generated foreign sales of $2,655,968 since inception through August 31,
1997 due to its marketing efforts and expansion of its product lines to its
foreign customers.

Gross margins of 25% as a percentage of sales resulted in gross profits of
$1,530,689 since inception through August 31, 1997.

Total selling, general and administrative expenses of $1,482,060 were 24%
of sales. In management's opinion this unusually high expense, as a percentage
of sales, was a result of expanding the Company's office and warehouse
facilities along with its sales, administrative and warehouse personnel levels
to efficiently address its increasing inventory and revenues. Management does
not anticipate that the unusually high expenses, (as a percentage of sales),
experienced from inception through August 31, 1997, will continue on a regular
basis.

Interest expense (net of interest income) of $16,470 resulted from
borrowings to expand the Company's inventory levels, its operations as well as
the financing of the expansion of the Company's office and warehouse facilities.
Further increases in interest expense can be anticipated in the future as the
Company continues to expand its inventory levels and facilities to support
future growth.

11
<PAGE> 14

Net income was $15,959, and net income per share was $0.01 per share in the
period from inception through August 31, 1997. Net income per share is based
upon the weighted average of the common shares outstanding (1,672,968) from
inception through August 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital was $3,246,086 as of August 31, 1997. The
principal reasons for the increase in working capital since inception were the
increase in inventories and increase in cash resulting from private placements
of equity securities and the conversion of debt to equity.

Net cash used in operating activities was $1,516,173. The decrease in cash
flow from operating activities was due primarily to the increase in accounts
receivable and inventory during the period ended August 31, 1997.

Net cash used in investing activities was $121,730 for the period ended
August 31, 1997. Net cash used in investing activities for the period ended
August 31, 1997 represented the acquisition of property and equipment and
deposit with an aircraft parts manufacturer.

Net cash provided by financing activities was $1,979,563 for the period
ended August 31, 1997. Since its inception the Company has received $932,313
from the issuance of Common Stock.

The Company believes that the cash flows expected to be generated by
operations will meet its anticipated short term cash needs for working capital
and the proceeds from the exercise of the Warrants will enable the Company to
make future capital expenditures, through the next 18 months.

The Company does not have any commitments for material capital
expenditures.

PLAN OF OPERATION

Following the exercise of the Warrants in this offering, the Company
intends to use a portion of the proceeds, as well as trade credit, to acquire
turbine jet engines and expand its inventory of engine spare parts. The Company
also anticipates hiring additional employees, particularly in the marketing
area.

Finally the Company seeks to establish a $1.5 million revolving credit
facility for working capital and equipment purchases. The Company currently is
discussing the terms and conditions of such a facility with banks, although no
bank has yet offered the Company a commitment.

12
<PAGE> 15

BUSINESS

GENERAL

The Company was formed pursuant to the laws of the State of Florida in May,
1997. It conducted no business.

On July 28, 1997, the Company, then known as Schuylkill Acquisition Corp.,
merged with Jet Aviation Trading, Inc., a Florida corporation ("Old Jet"),
remained the surviving entity and changed its name to Jet Aviation Trading, Inc.
Old Jet had commenced business on October 3, 1996. Unless the context otherwise
requires, references to the "Company" throughout this Prospectus, including the
Financial Statements contained herein, refer to the operations of Old Jet prior
to July 28, 1997 and the Company thereafter.

INDUSTRY OVERVIEW

Industry estimates are that the annual worldwide market for aircraft spare
parts is approximately $10.2 billion, of which approximately $1.6 billion
reflects annual sales of aircraft spare parts in the redistribution market. The
redistribution market is highly fragmented, with a limited number of large,
well-capitalized companies selling a broad range of aircraft spare parts, and
many smaller competitors servicing particular segments of the industry. The
Company believes that significant trends affecting the market will increase its
overall size and at the same time eliminate some market participants. These
trends are:

Growth in Market for Aircraft Spare Parts

According to Boeing's 1996 Market Outlook (the "Boeing Report"), the
worldwide fleet of commercial passenger airplanes is expected to double from
11,066 airplanes at the end of 1995 to 23,081 airplanes by 2015. The Boeing
Report also projects that cargo jet aircraft will increase from 1,219 airplanes
in 1995 to 2,260 airplanes by 2015. Seventy percent of the airplanes delivered
to cargo operators are expected to be used aircraft which were converted from
commercial passenger service. Further, the number of planes in service for more
than 10 years is continuing to increase, and these older planes are the primary
market for redistributors. Finally, cost considerations are forcing many
airlines and repair and maintenance facilities to utilize aircraft spare parts
sold by redistributors, instead of purchasing new parts for inventory. The
Company believes that all of these factors will increase the demand for aircraft
spare parts from the redistribution market.

Increased Outsourcing of Inventory Management Function

Airlines incur substantial expenditures in connection with fuel, labor and
aircraft ownership. Further, during the last decade, airlines have come under
increasing pressure to reduce the costs associated with providing air
transportation services. Although several of the expenditures required to
operate an airline are beyond the direct control of airline operators (e.g., the
price of fuel and labor costs), obtaining replacement parts from the
redistribution market and outsourcing inventory management functions are, the
Company believes, areas in which airlines can allow these functions to be
handled more inexpensively and efficiently.

Increasing Emphasis on Traceability

Due to concerns regarding unapproved aircraft spare parts, regulatory
authorities have increased the level of documentation which must be maintained
on aircraft spare parts. This requirement has, in turn, been extended by
end-users to the vendors of the parts. The sophistication required to track the
history of an

13
<PAGE> 16

inventory consisting of thousands of aircraft spare parts is considerable and
has required companies to invest significantly in information systems
technology.

Increased Consignment

Certain of the Company's customers adjust inventory levels on a periodic
basis by disposing of excess aircraft spare parts. Traditionally, larger
airlines have used internal personnel to manage such dispositions. The Company
believes that major airlines and other owners of aircraft spare parts, in order
to concentrate on their core businesses and to more effectively redistribute
their excess parts inventories, are increasingly entering into long-term
consignment agreements with redistributors. By consigning inventories to a
redistributor such as the Company, customers are able to distribute their
aircraft spare parts to a larger number of prospective inventory buyers,
allowing the customer to maximize the value of its inventory. Consignment also
enables the Company to offer for sale significant parts inventory at minimal
capital cost to the Company.

Increased Leasing

The Company believes that cost considerations will result in airlines'
increased use of leasing with respect to spare parts and engines. This practice
can prove beneficial to the Company, for it can obtain a steady income stream
over a period of time from lease payments and upon termination of the lease,
regain the part or engine for subsequent sale. In addition, leasing arrangements
may afford the Company the ability to obtain additional financing.

COMPANY STRATEGY

The Company believes that it can become a low cost leader in the
redistribution market, as well as for its ancillary inventory management
services, by combining its managerial experience with increased capital and
building upon its present operations. The essential elements of its business
strategy are:

Internal Growth

The Company's strategy is to increase operating revenues and operating
income through continued customer penetration in its existing markets and
expansion into new markets. The Company intends to achieve this by continuing to
increase the size and scope of its inventory and by continuing to expand its
marketing efforts worldwide. The Company will also expand its inventory
management, leasing and on-site consignment services to allow its customers to
reduce their costs of operations by outsourcing some or all of their inventory
management and supply functions and to take advantage of opportunities to
maximize the value of their spare parts inventory. The Company seeks to
establish and maintain close working relationships with its customers and to
become their vendor of choice.

Capitalize on Large Bulk Purchase Opportunities

Although opportunities to purchase large inventories in bulk in the
aircraft spare parts industry cannot be predicted, historically they become
available on a regular basis. "Bulk" purchase opportunities arise when airlines,
in order to reduce capital requirements, sell large amounts of inventory in a
single transaction or when inventories of aircraft spare parts are sold in
conjunction with bankruptcy proceedings, or when operators upgrade their fleet.
In these situations the Company can obtain large inventories of aircraft spare
parts at a lower cost than can ordinarily be obtained by purchasing on an
individual basis. This results generally in higher gross margins on sales of
such parts. Since inception, the Company has successfully completed six bulk
inventory purchases in excess of $100,000. The Company believes that due to the
experience of management, and as a result of additional capital, an increased
number of larger bulk purchases can be effectuated.

Initiate Purchase and Sale of Jet Turbine Engines and Aircraft

The Company believes that with proper financial resources, it would be in a
position to enter the market for the purchase and sale of jet turbine engines
and aircraft. This market is extremely competitive and capital

14
<PAGE> 17

intensive. However, the Company believes that it has the management expertise
and industry contacts to make prudent purchases, the key to profitability in
this market.

Pursue Acquisitions of Complementary Businesses

Another element of the Company's strategy involves acquisitions of other
companies, assets or product lines that would complement or expand the Company's
existing aircraft spare parts redistribution and inventory management services
business. The Company believes that acquisitions will enable it to achieve
economies of scale and expand the product and service line available to its
customers. The Company is currently evaluating a number of acquisition
opportunities. No commitments or binding agreements have been entered into to
date and accordingly, no assurance can be given that any of the acquisitions
currently being considered will be consummated.

AIRCRAFT SPARE PARTS

Aircraft spare parts can be categorized by their ongoing ability to be
repaired and returned to service. The general categories are as follows: (i)
rotable; (ii) repairable; and (iii) expendable. A rotable is a part which is
removed periodically as dictated by an operator's maintenance procedures or on
an "as needed" basis and is typically repaired or overhauled and re-used an
indefinite number of times. An important subset of rotables is life limited
parts. A life limited part has a designated number of allowable flight hours
and/or cycles (one take-off and landing generally constitutes one cycle) after
which it is rendered unusable. A repairable is similar to a rotable except that
it can only be repaired a limited number of times before it must be discarded.
An expendable is generally a part which is used and not thereafter repaired for
further use.

Aircraft spare parts conditions are classified within the industry as (i)
factory new, (ii) new surplus, (iii) overhauled, (iv) serviceable, and (v) as
removed. A factory new or new surplus part is one that has never been installed
or used. Factory new parts are purchased from manufacturers or their authorized
distributors. New surplus parts are purchased from excess stock of airlines,
repair facilities or other redistributors. An overhauled part has been
completely disassembled, inspected, repaired, reassembled and tested by a
licensed repair facility. An aircraft spare part is classified serviceable if it
is removed by the operator from an aircraft or engine while operating under an
approved maintenance program and is functional and meets any manufacturer or
time and cycle restrictions applicable to the part. A factory new, new surplus,
overhauled or serviceable part designation indicates that the part can be
immediately utilized on an aircraft. A part in "as-removed" condition requires
functional testing, repair or overhaul by a licensed facility prior to being
returned to service in an aircraft.

OPERATIONS

The Company's main business is the buying and selling of aircraft spare
parts. The Company has also pursued opportunities regarding the purchase and
sale of related aviation industry equipment. In this regard, the Company
acquired a DC-10-30 flight simulator and related support package and software.
The Company also provides value-added inventory management services to its
customers. The Company believes that inventory management services provide
significant opportunities for expansion of the Company's business in the future.
Finally, the Company intends to develop business as a redistributor of turbine
jet engines and become involved in the purchase, sale and lease of jet turbine
aircraft.

Inventory Purchases and Sales

The daily operations of the Company encompass inventory sales, brokering
and exchanging aircraft spare parts. The Company advertises its available
inventories held for sale or exchange on the Inventory Locator Service ("ILS"),
the Airline Inventory Redistribution System ("AIRS") and BCOM electronic
databases. Buyers of aircraft spare parts can access the ILS, AIRS and BCOM
databases and determine the companies which have the desired inventory
available. The Company estimates that twenty-five percent of its daily sales
activity results from an ILS, AIRS or BCOM inquiry. All major airlines and
repair agencies subscribe to one or more of these databases and accordingly, the
Company maintains continual on-line direct access with them.

15
<PAGE> 18

ILS, AIRS and BCOM do not, however, list price information relating to
particular parts. The ability to properly evaluate and price spare parts derives
from management experience in the industry.

The Company currently has over 35,000 line items in stock. The Company
monitors market availability, pricing and historical data on a continuous basis.
The Company sells new, overhauled and serviceable replacement parts from its
inventory and by buying them at the request of its customers against a specific
order; usually purchasing the parts for its own account and selling them to its
customers.

For the period ended August 31, 1997, inventory sales accounted for 100% of
revenues.

Inventory Management Services

The Company provides a number of inventory management services to its
customers. These services assist airlines in downsizing their inventory
management operations, thus enabling them to utilize their capital more
efficiently and reduce costs. Through the offering of various services, the
Company believes it can provide an inventory management program geared to any
particular customer's requirements.

Consignment

By consigning inventories to a redistributor such as the Company, customers
are able to distribute their aircraft spare parts to a larger number of
prospective inventory buyers, allowing the customer to maximize the value of its
inventory. Consignment also enables the Company to offer for sale significant
parts inventory at minimal capital cost. The Company currently maintains or
manages or has consignment agreements in place and its revenues from consignment
arrangements have accounted for approximately 5% of net sales for the period
ended August 31, 1997. The Company anticipates that revenues from consignments
will increase as a percentage of total revenues in the future.

Purchasing Services

The Company provides services whereby it purchases spare parts for smaller
and start-up airlines. These arrangements allow the Company's customers to take
advantage of the Company's greater purchasing power and repair management
services.

SALES AND MARKETING; CUSTOMERS

The Company utilizes six inside and outside salespersons and a network of
independent representatives in its sales and marketing efforts. The Company's
President directs the Company's sales force. The Company's sales force is
responsible for obtaining new customers and maintaining relationships with
existing customers. The majority of the Company's day-to-day sales are
accomplished through the Company's inside sales force.

The Company provides sales and delivery services seven days a week, 24
hours a day. This service is critical to provide support to airline customers
which, at any time, may have an aircraft grounded in need of a particular part.
The Company's South Florida location, with easy access to Miami International
Airport and Fort Lauderdale International Airport, assists the Company in
providing reliable and timely delivery of purchased products.

The Company has over 140 customers, which include commercial passenger
airlines, air cargo carriers, maintenance and repair facilities, original
equipment manufacturers and other aircraft parts redistribution companies.
During the eleven month period ended August 31, 1997, the Company's top 10
customers accounted for approximately 75% of net sales, and one customer has
accounted for more than 20% of net sales.

MANAGEMENT INFORMATION SYSTEM

The Company has implemented the first phase of upgrading its management
information systems by acquiring computer hardware and software. The Company's
data system is being developed to incorporate state-of-the-art records imaging,
archiving, inventory and asset management analysis, financial recordation and
other support systems. The Company believes that upon full implementation of its
data management

16
<PAGE> 19

system, such system will be more than adequate to manage the requirements of the
Company in accordance with its forecasted growth.

COMPETITION

The aircraft spare parts redistribution market is highly fragmented.
Competition in the redistribution market is generally based on price,
availability of product and quality, including traceability. The Company's major
competitors include AAR Corp., Aero Controls Corp., Solair, Inc., The Memphis
Group and Aviation Sales Company. There is also substantial competition, both
domestically and overseas, from smaller, independent dealers who generally
participate in niche markets. Several of the Company's competitors have greater
financial and other resources than the Company.

The jet turbine engine and jet turbine aircraft market is currently
dominated by various financial institutions, such as GE Capital, CIT Group, and
International Lease Finance Corp. as well as the major competitors from the
spare parts redistribution market. The market also includes many smaller
entities who engage in transactions on a sporadic basis.

GOVERNMENT REGULATION AND TRACEABILITY

The FAA regulates the manufacture, repair and operation of all aircraft and
aircraft parts operated in the United States. Its regulations are designed to
insure that all aircraft and aviation equipment are continuously maintained in
proper condition to ensure safe operation of the aircraft. Similar rules apply
in other countries. All aircraft must be maintained under a continuous condition
monitoring program and must periodically undergo thorough inspection and
maintenance. The inspection, maintenance and repair procedures for the various
types of aircraft and equipment are prescribed by regulatory authorities and can
be performed only by certified technicians at certified repair facilities.
Certification and conformance is required before installation of a part on an
aircraft. Presently, whenever necessary with respect to a particular part, the
Company utilizes FAA and/or Joint Aviation Authority certified repair stations
to repair and certify parts to ensure worldwide marketability. The operations of
the Company may in the future be subject to new and more stringent regulatory
requirements. In that regard, the Company closely monitors the FAA and industry
trade groups in an attempt to understand how possible future regulations might
impact the Company. See "Risk Factors -- Market Trend" and "Government
Regulation."

An important factor in the aircraft spare parts redistribution market
relates to the documentation or traceability that is supplied with an aircraft
spare part. The Company requires all of its suppliers to provide adequate
documentation as required by the industry and the regulatory agencies. The
Company is designing its data management system to image, capture, manage and
communicate this documentation.

EMPLOYEES

As of August 31, 1997, the Company employed eighteen persons. None of the
Company's employees are covered by collective bargaining agreements. The Company
believes that its relations with its employees are good.

PROPERTIES

The Company's executive offices and warehouse facilities are located in
Miami, Florida. These facilities comprise a total of approximately 17,600P
square feet. The premises are subject to a lease dated January 1, 1997 and
subsequently amended on November 1, 1997, which expires on December 31, 2000, at
an annual rental of $79,614 plus pass-throughs of (i) utilities, (2) increases
in real estate taxes, (3) assessments, (4) increases in insurance and (5) the
Company's share of assessments imposed by the industrial park's association.
Rent is subject to a cost of living increase adjustment. The Company has two
additional one year options to renew. These facilities are adequate for the
Company's present needs.

17
<PAGE> 20

PRODUCT LIABILITY AND LEGAL PROCEEDINGS

The Company's business exposes it to possible claims for personal injury or
death which may result from a failure of aircraft spare parts sold by it. The
Company takes what it believes are adequate precautions to ensure the quality
and traceability of the aircraft parts which it sells. The Company does not
carry product liability insurance. See "Risk Factors -- Product Liability."

The Company is not involved in any litigation.

18
<PAGE> 21

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The present members of the Board of Directors, all executive officers,
their ages and positions with the Company are set forth below:

<TABLE>
<CAPTION>
NAMES AGE POSITION
- ----- ---- --------
<S> <C> <C>
Joseph J. Nelson...................... 48 President and Chief Executive Officer,
Director
Michael J. Cirillo.................... 49 Director
Theodore H. Gregor.................... 46 Director
Joseph F. Janusz...................... 46 Vice President -- Finance
Chief Financial Officer
</TABLE>

Joseph J. Nelson has been President and Chief Executive Officer of the
Company since October, 1996. Prior thereto, he was Senior Vice-President of The
AGES Group, L.P. ("AGES"), responsible for the operations of four divisions with
revenues of approximately $100 million, and held other positions with AGES since
October, 1990. Prior thereto, Mr. Nelson was with Ryder Corporation attaining
the position of Vice President of Sales. Mr. Nelson holds a B.S degree from
DePaul University and an M.B.A. in Finance from Farleigh Dickinson University.

Michael J. Cirillo has been a director of the Company since June, 1997. He
is President of The D.A.R. Group, Inc. an investment banking firm and President
of CBM Consultants, Inc., a marketing and consulting firm. From 1987 through
1995 Mr. Cirillo was an officer and director of Flex Resources, Inc., a
temporary and permanent employment firm. Mr. Cirillo holds a B.S. degree from
Farleigh Dickinson University.

Theodore H. Gregor has been a director of the Company since October, 1997.
Since 1987, he has been the President of Aero Kool Corporation, a privately held
company engaged in business as an FAA approved repair facility. Mr. Gregor holds
a B.S. degree in Mechanical Engineering from the University of Miami.

Joseph F. Janusz has been Vice President of Finance and Chief Financial
Officer of the Company since June 1, 1997. Prior thereto he was a practicing
certified public accountant. From September, 1993 through March, 1996, he was
the Chief Financial and Operations Officer of Homeshield Industries, Inc. a
privately held manufacturing company. From January, 1987 through June, 1990, Mr.
Janusz was the Chief Financial Officer of RMJ Associates, Inc., a holding
company involved in the office supply, furniture and printing businesses. Mr.
Janusz holds a B.S. degree in Accounting from the University of Florida. He is a
member of the American Institute of CPAs, the Florida Institute of CPAs and is a
licensed real estate broker in Florida.

The officers of the Company are elected by the Board of Directors to serve
until their successors are elected and qualified. The directors of the Company
are elected at the annual meeting of the stockholders.

The Company's Certificate of Incorporation and Bylaws provide for the
indemnification of, and advancement of expenses to, directors and officers of
the Company. The Company has also entered into agreements to provide
indemnification for its directors and executive officers.

COMMITTEES

The Board of Directors intends to establish an Audit Committee within the
next fiscal year. The Audit Committee will recommend the independent accountants
appointed by the Board of Directors to audit the financial statements of the
Company, which includes an inspection of the books and accounts of the Company,
and will review with such accountants the scope of their audit and their report
thereon, including any questions and recommendations that may arise relating to
such audit and report of the Company's internal accounting and auditing
procedures.

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<PAGE> 22

DIRECTOR COMPENSATION

The Company intends to pay directors of the Company who are not employed by
the Company a fee at the rate of $500 for each meeting of the Board of Directors
attended and $500 for each committee meeting attended.

In addition, all directors will receive on an annual basis stock option
grants under the Stock Option Plan for serving on the Board. Options to purchase
5,000 shares of Common Stock will be automatically granted to each director on
December 31 of each year, starting December 31, 1997, at an option exercise
price equal to the closing bid or sales price of the Common Stock on such date.
Additionally, directors appointed to the Board in the future will be granted
options to purchase 10,000 shares of Common Stock at an option exercise price
equal to the closing bid or sales price of the Common Stock on the date of their
appointment to the Board.

EXECUTIVE COMPENSATION

The following table reflects compensation paid or accrued by the Company
during the year ended August 31, 1997 to the Company's Chief Executive Officer.

<TABLE>
<CAPTION>
NAME YEAR SALARY
- ---- ---- --------
<S> <C> <C>
Joseph J. Nelson............................................ 1997 $135,385(1)
</TABLE>

- ---------------

(1) Represents compensation from November 1, 1996 to August 31, 1997.

EMPLOYMENT AGREEMENTS

The Company and its President and Chief Executive Officer entered into an
employment agreement effective November 1, 1996. This Agreement is for a period
of three (3) years, terminating on October 31, 1999. The Agreement provides for
an annual base salary of $160,000 and a year-end cash bonus of 3% of the pre-tax
net income of the Company, as defined therein.

STOCK OPTION PLAN

On September 1, 1997, the Board of Directors adopted a Stock Option Plan
(the "Plan"). This Plan provides for the grant of Incentive Stock Options,
Non-qualified Stock Options and Stock Appreciation Rights to employees selected
by the Board of Directors, or Compensation Committee. The Plan also sets forth
applicable rules and regulations for stock options granted to non-employee
directors. To date, 84,500 options have been granted under the Plan, including
30,000 to Mr. Nelson and 20,000 to Mr. Janusz. The Plan is subject to
stockholder approval and will be submitted to the stockholders at the Company's
annual meeting in 1998.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of October 31, 1997 (a) by each
of the Company's directors, (b) all executive officers and directors as a group,
and (c) all persons known by the Company to own beneficially more than 5% of the
Company's Common Stock.

<TABLE>
<CAPTION>
NAME SHARES PERCENT
- ---- --------- -------
<S> <C> <C>
Joseph J. Nelson(1)(2)...................................... 222,000 7.4%
Michael J. Cirillo(1)(3).................................... 1,150,000 29.1
</TABLE>

20
<PAGE> 23
<TABLE>
<CAPTION>
NAME SHARES PERCENT
- ---- --------- -------
<S> <C> <C>
Argaman, Inc................................................ 600,000 20.0
M.S.A. Trust Company Ltd., Co.
#51-138681-5 of 3
Daniel Frisch Street
64731 Tel Aviv, Israel
Silvertown International Corp............................... 279,800 9.3
Israel Galili No. 6
Tel Aviv, Israel 69377
Fersam International Ltd.................................... 280,000 9.3
PA Verkuyllaan 51-55 (Acht.)
11-71 EB
Badhoevedorp, The Netherlands
Joseph Laura................................................ 233,600 7.8
105 Mountainside View
Morgantown, NJ 07751
All officers and directors as a group(4 persons)............ 1,382,000 34.8
</TABLE>

- ---------------

(1) The addresses for Mr. Nelson and Mr. Cirillo are c/o Jet Aviation Trading,
Inc., 15675 N.W. 15 Avenue, Miami, FL 33169.
(2) Includes 10,000 shares subject to stock options presently exercisable; does
not include 20,000 shares subject to stock options which become exercisable
in October, 1998.
(3) Includes Warrants to purchase 950,000 shares of Common Stock owned by the
D.A.R. Group, Inc. of which Mr. Cirillo is the President.
(4) Includes 10,000 shares subject to stock options granted to Joseph F. Janusz;
does not include 10,000 shares subject to stock options which become
exercisable in October, 1998.

CERTAIN TRANSACTIONS

Effective October 1, 1996, the Company sold 600,000 shares of its Common
Stock to Jet Avionics Systems, Inc. ("Jet Avionics") in consideration of a
promissory note in the principal amount of $175,000, payable on demand, together
with accrued interest at the applicable federal rate. The Company also entered
into a Consignment Agreement with Jet Avionics, whereby the Company agreed to
sell certain inventory of technical spares for the benefit of the Company and
Jet Avionics. Pursuant to such Consignment Agreement, the Company sold to third
parties certain of the consignment inventory for approximately $452,000 and owed
Jet Avionics $303,000 after giving effect to a $36,000 payment. On August 29,
1997, the Company and Jet Avionics entered into a Consignment Cancellation and
Purchase Agreement whereby (i) Jet Avionics cancelled the debt of $303,000 and
(ii) the Company purchased the remaining consignment inventory with a value of
approximately $336,000 from Jet Avionics all in exchange for 230,000 shares of
the Company's Common Stock, $4,000 in cash, and the cancellation of $175,000 of
indebtedness of Jet Avionics to the Company. The President and sole shareholder
of Jet Avionics is Sharon Taoz, the daughter of Allen Beni. Ms. Taoz was
employed by the Company, as an account executive, from October 3, 1996 through
August 31, 1997 and was paid $37,000. From October 3, 1996 through October 2,
1997, Mr. Beni served in a non-executive capacity as Vice President of Special
Projects pursuant to an employment agreement. During this period of time, Mr.
Beni was paid $88,615 for services rendered. On October 2, 1997, Mr. Beni and
the Company terminated the aforementioned employment agreement and entered into
a one (1) year Consulting Agreement. This Consulting Agreement provides for a
monthly retainer of $4,000 and a commission which may be earned based upon sales
or purchases introduced by Mr. Beni to the Company. Mr. Beni also owns an equity
interest in the lessor of the Company's facilities. Mr. Beni was the President
of Florida West Airlines, Inc., which filed for bankruptcy in the United States
Bankruptcy Court for the Southern District of Florida in September, 1994. Mr.
Beni may be deemed to have been an organizer of the Company.

21
<PAGE> 24

On October 3, 1996, the Company sold 80,000 shares of its Common Stock to
IP Services, Inc. ("IP") for $24,510. IP is an affiliate of Howard M. Appel.
During 1996 FAC Enterprises, Inc. ("FAC), an affiliate of Mr. Appel, loaned the
Company an aggregate of $325,000. During the year, the Company repaid $125,000.
The balance ($200,000) was repaid on August 29, 1997 through the issuance of
100,000 shares of Common Stock. FAC was also issued 7,500 shares for advisory
services rendered. Mr. Appel may be deemed to have been an organizer of the
Company.

On November 1, 1996, the Company sold 192,000 shares of its Common Stock to
Joseph J. Nelson in consideration of a promissory note in the principal amount
of $80,000 payable on demand, together with accrued interest at the applicable
federal rate.

On November 14, 1996, the Company entered into a contract with Fersam
International Ltd. ("Fersam") for the purchase of a one-half interest in a CAE
Electronics Ltd. Sigma 3-six (6) axis DC-10 simulator (the "DC-10 simulator").
In consideration for the purchase of this interest, the Company paid $125,000 in
cash and issued 40,000 shares of Common Stock valued at $100,000. On March 28,
1997, the Company entered into another contract with Fersam for the purchase of
one (1) Novoview 2000 Visual Support System, Simulator Spares Parts Package and
Maintenance Training Data Package to be used in connection with the DC-10
simulator. In consideration of and as payment for the purchase of these assets,
the Company issued 200,000 shares of Common Stock valued at $500,000.

On March 27, 1997, Silvertown International Corp. ("Silvertown") loaned the
Company $120,000. This loan was evidenced by a promissory note payable to
Silvertown, due on June 27, 1997, together with interest at 6% per annum. In
consideration for this unsecured loan, the Company issued to Silvertown 4,800
shares of Common Stock. This note was extended for an additional three (3)
months. On May 12, 1997, Silvertown loaned the Company $250,000. This loan was
evidenced by a promissory note payable to Silvertown, due on or about July 27,
1997, together with interest at 6% per annum. In consideration for this
unsecured loan, the Company issued to Silvertown 10,000 shares of Common Stock.
On August 29, 1997, the Company satisfied the principal amounts of these
promissory notes through the issuance of 185,000 shares of Common Stock to
Silvertown.

On May 23, 1997, Joseph Laura loaned $500,000 to the Company. This loan was
evidenced by a promissory note payable to Mr. Laura, due on the earlier of May
31, 1998 or the Company obtaining equity financing in excess of $1,000,000,
together with interest at 12% per annum. The Company satisfied the principal
amount of this note through the issuance of 250,000 shares of Common Stock to
Mr. Laura on August 29, 1997.

On May 30, 1997, The D.A.R. Group, Inc., an affiliate of Michael J.
Cirillo, a director of the Company, was issued 200,000 shares of Common Stock of
the Company, for $200. On June 1, 1997, The D.A.R. Group, Inc., was issued
warrants to purchase 950,000 shares of Common Stock for an advisory fee. See
"DESCRIPTION OF SECURITIES."

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company is authorized to issue 30,000,000 shares of Common Stock, $.001
par value per share, of which 2,996,500 shares are outstanding. An additional
1,000,000 shares of Common Stock are reserved for issuance upon the exercise of
the Warrants and an additional 750,000 shares are reserved for issuance pursuant
to the Company's Stock Option Plan.

Holders of Common Stock have equal rights to receive dividends when, as and
if declared by the Board of Directors, out of funds legally available therefor.
Holders of Common Stock have one vote for each share held of record and do not
have cumulative voting rights.

Holders of Common Stock are entitled upon liquidation of the Company to
share ratably in the net assets available for distribution, subject to the
rights, if any, of holders of any preferred stock then outstanding.

22
<PAGE> 25

Shares of Common Stock are not redeemable and have no pre-emptive or similar
rights. All outstanding shares of Common Stock are fully paid and
non-assessable.

PREFERRED STOCK

Within the limits and restrictions contained in the Certificate of
Incorporation, the Board of Directors has the authority, without further action
by the stockholders, to issue up to 3,000,000 shares of Preferred Stock, $.10
par value per share (the "Preferred Stock"), in one or more series, and to fix,
as to any such series, the dividend rate, redemption prices, preferences on
liquidation or dissolution, sinking fund terms, if any, conversion rights,
voting rights, and any other preferences or special rights and qualifications.

Shares of Preferred Stock issued by the Board of Directors could be
utilized, under certain circumstances, to make an attempt to gain control of the
Company more difficult or time consuming. For example, shares of Preferred Stock
could be issued with certain rights which might have the effect of diluting the
percentage of Common Stock owned by a significant stockholder or issued to
purchasers who might side with management in opposing a takeover bid which the
Board of Directors determines is not in the best interests of the Company and
its stockholders. This provision may be viewed as having possible anti-takeover
effects. A takeover transaction frequently affords stockholders the opportunity
to sell their shares at a premium over current market prices. The Board of
Directors has not authorized any series of Preferred Stock, and there are no
agreements, understandings or plans for the issuance of any Preferred Stock.

OUTSTANDING WARRANTS

The Warrants were issued in June 1, 1997 in connection with the
organization of the Company. Each Warrant entitles the holder to purchase one
share of Common Stock at an exercise price of $4.50 until June 30, 2002. The
Warrants are redeemable by the Company at $.05 upon the occurrence of both of
the following events: (a) the listing of the Company's shares of common stock on
a securities exchange and (b) the Company's common stock trading in excess of
$5.25 per share for a ten day period.

The Warrants provide for adjustment of the exercise price and for a change
in the number of shares issuable upon exercise to protect holders against
dilution in the event of a stock dividend, stock split, combination or
reclassification of the Common Stock. The Warrants may be exercised upon
surrender of the Warrant Certificate on or prior to the expiration date (or
earlier redemption date) of such Warrant at the offices of the Company's
transfer agent, with the form of "Election to Purchase" completed and executed
as indicated, accompanied by payment of the full exercise price (by certified or
bank check, payable to the order of the Company) for the number of shares with
respect to which the Warrant is being exercised. Shares issued upon exercise of
Warrants and paid for in accordance with the terms of the Warrants will be fully
paid and nonassessable.

The Warrant holders have been granted registration rights by the Company
and the registration statement, of which this Prospectus is part, has been filed
with the Securities and Exchange Commission as a result thereof. The costs of
filing the registration statement will be borne entirely by the Company.

The Warrants do not confer upon the holder thereof any voting or other
rights of a stockholder.

TRANSFER AGENT

StockTrans, Inc., 7 East Lancaster Avenue, Ardmore, Pennsylvania 19003,
serves as transfer agent for the Common Stock.

SELLING SECURITY HOLDERS

The shares of Common Stock of the Company offered by this Prospectus are
being sold for the account of the selling security holders identified in the
following table (the "Selling Security Holders").

23
<PAGE> 26

The Selling Security Holders are offering for sale an aggregate of
1,000,000 shares of Common Stock issuable upon exercise of the Warrants, as well
as 1,969,000 shares of Common Stock previously issued by the Company in certain
private placement transactions.

The following table sets forth the number of Shares being held of record or
beneficially (to the extent known by the Company) by such Selling Security
Holders and provides (by footnote reference) any material relationship between
the Company and such Selling Security Holder, all of which is based upon
information currently available to the Company.

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON NUMBER OF
NUMBER OF STOCK SHARES OF
SHARES OF PERCENTAGE TO BE SOLD COMMON PERCENTAGE
COMMON STOCK BEFORE IN STOCK AFTER
NAME BEFORE OFFERING(1) OFFERING(1) OFFERING(1) AFTER OFFERING OFFERING(1)
- ---- ------------------- ------------ ------------ --------------- -----------
<S> <C> <C> <C> <C> <C>
The D.A.R. Group, Inc.(2)(3)..... 950,000 24.7 % 950,000 -- --%
Argaman, Inc..................... 600,000 15.2 300,000 300,000 7.6
Leonard H. Bloom................. 10,000 * 10,000 -- --
Amaury Borges(4)................. 20,000 * 10,000 10,000 *
Clifton Capital Corp............. 128,000 3.21 128,000 -- --
Michael J. Cirillo(2)............ 200,000 5.07 200,000 -- --
Dallas Investments, Ltd.(5)...... 125,000 3.17 125,000 -- --
Discretionary Investment Trust
dtd 7/7/93..................... 70,000 1.77 70,000 -- --
Brian Due........................ 20,000 * 10,000 10,000 *
Elanken Family Trust............. 41,400 1.05 41,400 -- --
Fersam International Ltd.(2)..... 280,000 7.0 260,000 20,000 *
Godwin Finance Ltd............... 100,000 2.5 100,000 -- --
I.P. Services, Inc.(2)........... 70,000 1.77 70,000 -- --
Jet Avionics Systems, Inc.(2).... 80,400 2.01 40,000 40,400 1.01
KAB Investments, Inc............. 70,000 1.77 50,000 20,000 *
Joseph Laura(2).................. 233,600 5.82 233,600 -- --
Joseph Nelson(6)................. 212,000 5.37 100,000 112,000 2.84
Zvi Moshe(2)(7).................. 20,000 * 10,000 10,000 *
Yoram Moussaieff................. 40,000 1.0 20,000 20,000 *
Mustang Electronics Affiliated
Defined Benefits Pension
Plan........................... 20,000 * 10,000 10,000 *
Bill Seidel...................... 10,000 * 5,000 5,00 *
Joseph Shalhon................... 20,000 * 10,000 10,000 *
Bella Shrem...................... 12,000 * 6,000 6,000 *
Silvertown International
Corp.(2)....................... 279,800 7.1 140,000 139,800 3.5
SPH Equities, Inc................ 60,000 1.52 60,000 -- --
Janet & Robert Weinstein......... 20,000 * 10,000 10,000 *
</TABLE>

- ---------------

* Less than 1%
(1) Including 1,000,000 shares issued upon exercise of all the Warrants.
(2) See "Certain Transactions".
(3) Shares to be issued upon exercise of Warrants.
(4) Mr. Borges is employed as the Senior Account Executive of the Company.
(5) Includes 50,000 shares to be issued upon exercise of Warrants.
(6) Mr. Nelson is the President of the Company.
(7) Mr. Moshe is the President of Silvertown International Corp.

Certain of the Selling Security Holders have agreed not to sell their
remaining shares of Common Stock for a period of one year from the effective
date of the registration statement.

24
<PAGE> 27

PLAN OF DISTRIBUTION

EXERCISE OF WARRANTS

The Company is offering shares of Common Stock issuable upon exercise of
Warrants that were previously issued to the holders thereof.

The Warrants are exercisable by tendering to the Company the appropriate
exercise price along with the Warrant Certificate (with the "Election to
Purchase" addendum properly filled out). Upon exercise, the Company will issue
such fully paid and non-assessable shares of Common Stock as are specified on
the Certificate so tendered and deliver to the holder thereof such additional
securities as are required by the terms thereof. Payment of the exercise price
shall be made in cash or by certified check or bank draft made payable to the
order of the Company. The Warrants may be subject to redemption by the Company.
See "DESCRIPTION OF SECURITIES."

SELLING SECURITY HOLDERS

The Selling Security Holders are offering shares of Common Stock for their
own account and not for the account of the Company. The Company will not receive
any proceeds from the sale of the shares of Common Stock by the Selling Security
Holders.

Each Selling Security Holder will, prior to any sales, agree (a) not to
effect any offers or sales of the Common Stock in any manner other than as
specified in this Prospectus, (b) to inform the Company of any sale of Common
Stock at least one business day prior to such sale and (c) not to purchase or
induce others to purchase Common Stock in violation of Regulation M under the
Exchange Act.

The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Security Holders acting as principals for their
own accounts in one or more transactions in the over-the-counter market or in
negotiated transactions at market prices prevailing at the time of sale or at
prices otherwise negotiated. Alternatively, the shares of Common Stock may be
offered from time to time through agents, brokers, dealers or underwriters
designated from time to time, and such agents, brokers, dealers or underwriters
may receive compensation in the form of commissions or concessions from the
Selling Security Holders or the purchasers of the Common Stock.

Under the Exchange Act, and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
periods prior to the commencement of such distribution. In addition, and without
limiting the foregoing, each Selling Security Holder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rule 15c2-6, and Regulation M, which
provisions may limit the timing of purchases and sales of Common Stock by the
Selling Security Holder. There are possible limitations upon trading activities
and restrictions upon broker-dealers effecting transactions in certain
securities which may also materially affect the value of, and an investor's
ability to dispose of, the Company's securities. See "RISK FACTORS."

The Company will use its best efforts to file, during any period in which
offers or sales are being made, one or more post-effective amendments to the
Registration Statement, of which this Prospectus is a part, to describe any
material information with respect to the plan of distribution not previously
disclosed in this Prospectus or any material change to such information in this
Prospectus.

LEGAL MATTERS

The validity of the Common Stock offered hereby will passed upon for the
Company by Shapo, Freedman & Bloom, P.A., 200 South Biscayne Boulevard, Suite
4750, Miami, Florida 33131. Leonard H. Bloom, a shareholder of the firm, owns
10,000 shares of Common Stock of the Company.

25
<PAGE> 28

EXPERTS

The financial statements of the Company for the fiscal year ended August
31, 1997 included in this Prospectus have been audited by Sweeney, Gates & Co.,
certified public accountants, and are included herein in reliance upon the
authority of said firm as experts on accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission, a
Registration Statement on Form SB-2 with respect to the Common Stock being
registered hereby. This Prospectus does not contain all the information
contained in such Registration Statement, as permitted by the Rules and
Regulations of the Securities and Exchange Commission. The Registration
Statement, including exhibits thereto, may be inspected without charge and
copies of all or any part thereof may be obtained from the Commission's
principal office in Washington, D.C. at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 75 Park
Place, 14th Floor, New York, New York 10007 and at Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained upon written request addressed to the Commission,
Public Reference Section 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. For further information with respect to the Company, the
Common Stock being registered hereby and the contents of any contract or
document referred to herein, reference is made to the Registration Statement and
the exhibits filed as a part thereof.

26
<PAGE> 29

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ F-2
Balance Sheet, August 31, 1997.............................. F-3
Statement of Income, October 3, 1996 (Date of Inception) to
August 31, 1997........................................... F-4
Statement of Changes in Stockholders' Equity................ F-5
Statement of Cash Flows..................................... F-6
Note to Financial Statements................................ F-7
</TABLE>

F-1
<PAGE> 30

INDEPENDENT AUDITORS' REPORT

Stockholders and Board of Directors
Jet Aviation Trading, Inc.

We have audited the accompanying balance sheet of Jet Aviation Trading,
Inc. as of August 31, 1997, and the related statements of income, stockholders'
equity, and cash flows for the period from October 3, 1996 (Date of Inception)
through August 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jet Aviation Trading, Inc.
as of August 31, 1997, and the results of its operations and cash flows for the
period from October 3, 1996 (Date of Inception) through August 31, 1997, in
conformity with generally accepted accounting principles.

Sweeney, Gates & Co.

Fort Lauderdale, Florida
October 9, 1997, except as to Note 12
which is as of October 29, 1997

F-2
<PAGE> 31

JET AVIATION TRADING, INC.

BALANCE SHEET
AUGUST 31, 1997

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 341,660
Accounts receivable, less $93,000 allowance for doubtful
accounts............................................... 1,764,119
Inventory................................................. 1,532,333
DC-10 flight simulator held for resale (Note 3)........... 734,421
Deferred tax asset........................................ 23,000
Prepaid expenses and other current assets................. 29,610
----------
Total current assets.............................. 4,425,143
----------
Property and equipment, less accumulated depreciation of
$8,293.................................................... 88,437
Deferred offering costs..................................... 22,750
Deposit-Boeing.............................................. 25,000
----------
$4,561,330
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 977,706
Accrued expenses.......................................... 144,540
Accrued interest.......................................... 19,611
Income taxes payable...................................... 37,200
----------
Total current liabilities......................... 1,179,057
----------
Deferred tax liability...................................... 2,000
----------
Stockholders' equity:
Preferred stock, par value $.10 per share, 3,000,000
shares authorized, and no shares issued and
outstanding............................................ --
Common stock, par value $.001 per share; 30,000,000 shares
authorized, and 2,996,500 shares issued and
outstanding............................................ 2,997
Additional paid-in capital................................ 3,441,317
Retained earnings......................................... 15,959
----------
3,460,273
Less: Stockholders' notes receivable (Note 6)............... (80,000)
----------
Total stockholder's equity........................ 3,380,273
----------
$4,561,330
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 32

JET AVIATION TRADING, INC.

STATEMENT OF INCOME
OCTOBER 3, 1996 (DATE OF INCEPTION) TO AUGUST 31, 1997

<TABLE>
<S> <C> <C>
Sales, net of returns and allowances........................ $6,215,553
Cost of sales............................................... 4,684,864
----------
Gross profit.............................................. 1,530,689
----------
Selling, general and administrative expenses................ 1,482,060
----------
Operating income............................................ 48,629
----------
Other income (expense):
Interest income........................................... $ 21,867
Interest expense.......................................... (38,337) (16,470)
-------- ----------
Income before income taxes.................................. 32,159
Income tax expense:
Current................................................... 37,200
Deferred.................................................. (21,000) 16,200
-------- ----------
Net Income........................................ $ 15,959
==========
Net Income per share.............................. $ 0.01
==========
Weighted average number of common shares outstanding........ 1,672,968
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 33

JET AVIATION TRADING, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
OCTOBER 3, 1996 (DATE OF INCEPTION) TO AUGUST 31, 1997

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCKHOLDER'S
------------------ PAID-IN RETAINED NOTE
SHARES AMOUNT CAPITAL EARNINGS RECEIVABLE TOTAL
--------- ------ ---------- -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Issuance of common stock to
founding stockholders......... 1,200,000 $1,200 $ 378,800 $ -- $(255,000) $ 125,000
Issuance of common stock in
connection with the purchase
of equipment and aircraft
parts......................... 10,000 10 24,990 -- -- 25,000
Issuance of common stock in
connection with private
placement..................... 312,000 312 745,997 -- -- 746,309
Issuance of common stock in
connection with purchase of
DC-10 Simulator held for
resale..................... 240,000 240 599,760 -- -- 600,000
Issuance of common stock in
connection with debt.......... 14,800 15 36,985 -- -- 37,000
Issuance of common stock to
founders of Schuylkill
Acquisition Corp. at par
value......................... 400,000 400 -- -- -- 400
Issuance of common stock in a
private offering by Schuylkill
Acquisition Corp. ............ 47,200 47 95,856 -- -- 95,903
Issuance of 1,000,000
warrants...................... -- -- 50,000 -- -- 50,000
Accumulated deficit of
Schuylkill Acquisition Corp.
adjusted due to merger........ -- -- (35,298) -- -- (35,298)
Conversion of $370,000 of notes
payable to common stock....... 185,000 185 369,815 -- -- 370,000
Conversion of $200,000
stockholder loan to common
stock and payment of $15,000
advisory fee in common
stock......................... 107,500 108 214,892 -- -- 215,000
Conversion of $500,000 note
payable to common stock....... 250,000 250 499,750 -- -- 500,000
Issuance of common stock for the
payment of amounts due to a
stockholder and for the
purchase of remaining
consigned inventory........... 230,000 230 459,770 -- 175,000 635,000
Net Income...................... -- -- -- 15,959 -- 15,959
--------- ------ ---------- ------- --------- ----------
Balance, August 31, 1997........ 2,996,500 $2,997 $3,441,317 $15,959 $ (80,000) $3,380,273
========= ====== ========== ======= ========= ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 34

JET AVIATION TRADING, INC.

STATEMENT OF CASH FLOWS
OCTOBER 3, 1996 (DATE OF INCEPTION) TO AUGUST 31, 1997

<TABLE>
<S> <C>
Cash flows form operating activities:
Net income................................................ $ 15,959
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.......................... 8,293
Allowance for doubtful accounts........................ 93,000
Noncash compensation expense related to warrants....... 50,000
Noncash compensation relating to an advisory fee....... 15,000
Noncash compensation relating to loan origination
fee................................................... 37,000
Deferred tax asset, net of deferred tax liability...... (21,000)
Change in assets and liabilities:
Decrease (increase) in:
Accounts receivable.................................. (1,857,119)
Inventory (Note 6)................................... (872,333)
Cash paid in connection with purchase of DC-10 flight
simulator........................................... (134,421)
Prepaid expenses and other current assets............ (29,610)
Increase (decrease) in:
Accounts payable..................................... 977,706
Accrued expenses..................................... 144,541
Accured interest..................................... 19,611
Income tax payable................................... 37,200
-----------
Total adjustments................................. (1,532,132)
-----------
Net cash used for operating activities...................... (1,516,173)
-----------
Cash flows from investing activities:
Deposit--Boeing........................................... (25,000)
Purchase of property and equipment........................ (96,730)
-----------
Net cash used for investing activities............ (121,730)
-----------
Cash flows from financing activities:
Deferred offering costs................................... (22,750)
Proceeds from stockholder loans, subsequently converted to
common stock........................................... 1,195,000
Payments on stockholder loans............................. (125,000)
Proceeds from issuance of securities...................... 932,313
-----------
Net cash provided by financing activities......... 1,979,563
-----------
Cash, ending................................................ $ 341,660
===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Interest paid............................................. $ 24,103
-----------
Income taxes paid......................................... $ --
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 35

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

Organization and History -- Schuylkill Acquisition Corp. ("the Company" or
"SAC") was incorporated in Florida on May 28, 1997, for the purpose of acquiring
by merger the business and operations of Jet Aviation Trading, Inc. ("Old Jet")
upon the completion of a stock offering by the Company. On July 28, 1997, the
Company acquired 100% of the outstanding common stock of Old Jet in exchange for
1,776,800 shares of common stock of the Company in a one for one stock exchange.
Old Jet was incorporated in the state of Florida on October 3, 1996 for the
purpose of buying, selling, leasing and exchanging spare parts for fixed-wing
commercial jet transport aircraft. Effective July 28, 1997, the Company's name
was changed from Schuylkill Acquisition Corp. to Jet Aviation Trading, Inc.

Merger and Recapitalization -- The merger was completed on July 28, 1997,
whereby SAC acquired 100% of the outstanding common stock of Old Jet in exchange
for 1,776,800 shares of common stock of SAC in a one for one stock exchange. The
merger has been accounted for as a purchase.

The effect of the transaction was a reverse merger, whereas SAC changed its
name to Jet Aviation Trading, Inc. and Old Jet became the acquiring entity and
accounting survivor. Accordingly, the historical financial statements presented
are those of the accounting survivor, Old Jet, and the stockholders' equity of
the merged Company was recapitalized to reflect the capital structure of the
surviving legal entity and the accumulated deficit of Old Jet at the time of
merger.

Nature of Business and Credit Policies -- The Company buys, sells, leases
and exchanges spare parts for fixed-wing commercial jet transport aircraft. The
Company's customers are primarily commercial passenger and cargo operators,
original equipment manufacturers and Federal Aviation Administration and Joint
Aviation Authority repair stations throughout the world. The Company performs
ongoing credit evaluations of its customers' financial condition and extends
credit to its customers based upon its evaluations. If creditworthiness is
questionable, parts are shipped COD. The allowance for doubtful accounts is
based upon the expected collection of accounts receivable.

Cash Equivalents -- The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition -- The Company recognizes revenue when parts
are shipped to the customer. Amounts paid in advance are recorded as deferred
income and recognized in the period in which the parts are shipped.

Inventories -- Inventory is stated at the lower of cost or market. Cost of
aircraft parts is determined on a specific identification basis. When parts are
purchased in lots, the individual parts are expensed at a predetermined
percentage of the sales price until the cost of the lot is recovered. Costs to
repair, inspect and/or modify the parts are charged to the specific part when
incurred.

Deferred Offering Costs -- Amounts paid or accrued for costs related to the
anticipated public offering will be recorded as a reduction of the proceeds when
the offering is completed. If the offering is not completed, the costs will be
expensed.

Income Taxes -- The Company accounts for income taxes on an asset and
liability approach for financial accounting. Deferred income tax assets and
liabilities are computed annually for temporary differences between the
financial statement and tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

F-7
<PAGE> 36

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Net Income Per Share -- Net income per common share is computed by dividing
net income by the weighted average number of shares outstanding during the
period. Warrants issued during the period are not considered dilutive, and
therefore, are not included in the computation of net income per share.

In February 1997, the Financial Accounting Standards Board issued SFAS 128,
"Earnings Per Share". The adoption of SFAS 128 did not have an effect on the
computation of earnings per share because the effective date is December 15,
1997, and earlier application is not permitted.

Recoverability of Long Lived Assets -- The Company has adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." The Statement
requires that long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. The Company is not aware of
any events or circumstances which indicate the existence of an impairment which
would be material to the Company's financial statements.

Financial Instruments -- The carrying amount of cash, accounts receivable,
accounts payable and accrued expenses approximates fair value as of August 31,
1997. The carrying value of the stockholder's note receivable at August 31,
1997, approximates fair value.

Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of estimates based on
management's knowledge and experience. Accordingly, actual results could differ
from those estimates.

2. RELATED PARTY TRANSACTIONS

CONSIGNMENT AGREEMENT WITH RELATED PARTY

The Company entered into a Consignment Agreement (the "Agreement") with a
related party, Jet Avionics Systems, Inc. ("Avionics"), effective October 3,
1996, wherein the Company agreed to sell certain consignment inventory of
technical spare parts belonging to Avionics and pay Avionics 75% of the sales
price collected for the inventory sold. The sales price is the gross sales price
less any costs involved if any item of inventory is required to be overhauled,
certified or modified in order to be sold. Total consideration to be paid for
the inventory under the Agreement was $675,000. Pursuant to such Agreement, the
Company sold approximately $452,000 of parts during the year to third parties
and Avionics was due $339,000 of this amount. During the year, the Company paid
Avionics $36,000 of the amount due. On August 29, 1997, the Company and Avionics
entered into a Consignment Cancellation and Purchase Agreement whereby the
Company purchased the remaining inventory not sold with a value of approximately
$336,000 from Avionics and thereafter paid the balance of $639,000 in exchange
for 230,000 shares of the Company's common stock valued at $2.00 per share, the
cancellation of $175,000 of indebtedness of Avionics due the Company, and $4,000
in cash.

The president and sole stockholder of Avionics was employed by the Company
from October 3, 1996 through October 2, 1997. The president and sole stockholder
is the daughter of an employee of the Company who served in a non-executive
capacity as Vice President of Special Projects.

F-8
<PAGE> 37

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

OFFICE AND WAREHOUSE FACILITY

The Company leases its office and warehouse facility from a company
partially owned by a stockholder of the Company under a four year lease expiring
December 31, 2000 with two one year options to renew. The monthly rental is
$4,609 plus applicable sales tax and pass through of expenses. Rent expense was
$29,435 for the period ended August 31, 1997. At August 31, 1997, the Company
was obligated under this operating lease arrangement as follows:

<TABLE>
<CAPTION>
YEARS ENDING AUGUST 31, AMOUNT
- ----------------------- --------
<S> <C>
1998........................................................ $ 55,308
1999........................................................ 55,308
2000........................................................ 55,308
2001........................................................ 18,436
--------
$184,360
========
</TABLE>

3. PURCHASE OF DC-10 FLIGHT SIMULATOR AND SUPPORT PACKAGE

On November 1, 1996, the Company entered into an agreement with a company
domiciled in the Netherlands (the "seller" or the "Netherlands Company") to
purchase one half (50%) ownership in a DC 10-30 six axis flight simulator and
all associated equipment required to operate the flight simulator. The agreement
calls for the seller and the Company to equally participate in all revenues
generated from the sale, lease or disassembly of the hardware of the flight
simulator. The Company paid the seller $125,000 in cash and issued 40,000 shares
of the Company's common stock valued at $2.50 per share for the flight simulator
The Company intends to sell the flight simulator as a complete package.

On March 28, 1997, the Company entered into a second agreement with the
seller to purchase one Novoview 2000 Visual System, one package of simulator
parts, one maintenance training/procedure manual and one data support package
used to support the DC 10-30 flight simulator. The price of the items purchased
was $500,000 and the Company paid for the items by issuing 200,000 shares of its
common stock at $2.50 per share. The Company will receive 100% of the revenues
generated from the sale of these items. The interest in the simulator, related
items and freight costs are reflected in the accompanying balance sheet as DC-10
flight simulator totaling $734,421.

This Netherlands Company is also a purchaser and supplier of spare parts
from and to the Company. During the year ended August 31, 1997, the Netherlands
Company purchased spare parts totaling $82,775 from the Company, and sold
$183,331 of spare parts to the Company in addition to the DC 10-30 flight
simulator. At August 31, 1997, the Company was owed $1,375 by the Netherlands
Company and the Company owed the Netherlands Company $47,750. Additionally, the
Netherlands Company held $22,400 of the Company's inventory in their warehouse
at August 31, 1997.

F-9
<PAGE> 38

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at August 31, 1997:

<TABLE>
<S> <C>
Furniture and fixtures...................................... $28,715
Computer equipment.......................................... 27,068
Leasehold improvements...................................... 30,443
Software.................................................... 10,504
-------
96,730
Less: Accumulated depreciation.............................. (8,293)
-------
$88,437
=======
</TABLE>

Property and equipment is depreciated on a straight-line basis with useful
lives ranging from 5 to 7 years. Depreciation expense for the period was $8,293.

5. CAPITAL STOCK

PREFERRED STOCK

Within the limits and restrictions contained in the Certificate of
Incorporation, the Board of Directors has the authority, without further action
by the stockholders, to issue up to 3,000,000 shares of Preferred Stock, $.10
par value per share, in one or more series, and to fix, as to any such series,
the dividend rate, redemption prices, preferences on liquidation or dissolution,
sinking fund terms, if any, conversion rights, voting rights, and any other
preferences or special rights and qualifications.

COMMON STOCK

Founders' shares totaling 400,000 common shares were issued on May 28,
1997, to four entities for par value of $.001. Net proceeds from the issuance of
founders' shares was $400.

During 1997, the Company sold 47,200 shares of common stock for $2.50 per
share resulting in total proceeds of $118,000. Deferred offering costs of
$22,098 have been reflected as a reduction of the proceeds of the private
placement offering.

On July 17, 1997, the Company issued 1,776,800 shares of common stock to
acquire 100% of the outstanding common stock of Jet Aviation in a 1 for 1 stock
exchange.

WARRANTS

On June 1, 1997, 1,000,000 warrants were issued in connection with the
organization of Schuylkill Acquisition Corp. to related parties for an advisory
fee. The Company has reserved 1,000,000 shares of its common stock for exercise
of the warrants. Each warrant entitles the holder to purchase one share of
common stock at an exercise price of $4.50 until June 30, 2002. The warrants are
redeemable by the Company at $.05 upon the occurrence of both of the following
events: (a) the listing of the Company's shares of common stock on a securities
exchange, and (b) the Company's common stock is trading in excess of $5.25 per
share for a ten day period.

The Company has adopted SFAS No. 123, Accounting for Stock-Based
Compensation, for non-employee stock compensation. Accordingly, the warrants
referred to above have been valued at $.05 per warrant and expensed.

F-10
<PAGE> 39

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CONVERSION OF DEBT

During October and November, 1996, an affiliate of a stockholder loaned the
Company $325,000. The loans were payable on demand and did not bear a stated
interest rate. During the year $125,000 was repaid. On August 29, 1997, the
Company converted $200,000 of the loan to 100,000 shares of common stock at
$2.00 per share.

On March 27 and May 12, 1997, the Company borrowed $370,000 from a
stockholder and entered into two short term notes payable, bearing interest at
6% per annum. One of the notes was extended on June 19, 1997, and interest was
increased to 10% per annum. On August 29, 1997, the Company and stockholder
converted the notes payable to 185,000 shares of common stock at $2.00 per share
and the Company paid the interest accrued on the short term notes payable
through that date.

On May 23, 1997, prior to the merger, Schuylkill Acquisition Corp. borrowed
$500,000 from a stockholder, evidence by a promissory note bearing interest at
12%. On August 29, 1997, the promissory note was converted to 250,000 shares of
common stock at $2.00 per share, and the Company paid the accrued interest
through that date.

COMMON STOCK TRANSACTIONS OF JET AVIATION TRADING, INC. (OLD JET) PRIOR TO
MERGER

On October 3, 1996, Old Jet sold 408,000 founders' shares of common stock
for total proceeds of $125,000. Effective October 1, 1996, Old Jet issued
600,000 shares of the Old Jet's common stock for a $175,000 note bearing
interest of 6% to Avionics. Further, effective November 1, 1996, Old Jet issued
192,000 shares of common stock to its President for a $80,000 note bearing
interest of 6%. See Note 2 and Note 6.

On October 22, 1996, Old Jet issued 10,000 shares valued at $2.50 per share
in partial payment of the purchase of equipment and aircraft parts totaling
$50,000.

On January 22, 1997, Old Jet issued 40,000 shares of Old Jet's common stock
in partial payment for the purchase of a DC-10 flight simulator. See Note 3.
Also, on January 22, 1997, and June 2, 1997, Old Jet issued 312,000 shares of
common stock in private placement transactions. Net proceeds from the private
placement totaled $746,309, after giving effect to $33,691 in offering costs.

On March 31, 1997, Old Jet issued 200,000 shares of common stock valued at
$2.50 per share in connection with the purchase of a DC-10 flight simulator
support package. See Note 3.

On April 4, 1997, and May 12, 1997, Old Jet issued a total of 14,800 shares
valued at $2.50 per share, for a total of $37,000, to a stockholder as
additional incentive for providing stockholder loans. The expense has been
recorded as debt issue costs.

6. STOCKHOLDERS' NOTES RECEIVABLE

Stockholders' notes receivable relate to the issuance of Old Jet's common
stock as follows:

- Effective October 1, 1996, Old Jet issued 600,000 shares of common stock
to Avionics for a $175,000 note bearing interest at 6%. The note was
canceled in partial payment of the amounts due under the Consignment
Cancellation and Purchase Agreement. See Note 2.

- On November 1, 1996, Old Jet issued 192,000 shares of common stock to its
president for an $80,000 note bearing interest at 6%. Should the
president earn bonuses per his employment contract, one half of the
bonuses in excess of $25,000 earned annually, may be applied to the
outstanding note balance. The note is due on demand and is unsecured.

F-11
<PAGE> 40

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. INCOME TAXES

The income tax provision was comprised of the following at August 31, 1997:

<TABLE>
<S> <C>
Current:
Federal................................................... $ 30,500
State..................................................... 6,700
Deferred:
Federal................................................... (16,700)
State..................................................... (4,300)
--------
Income tax provision........................................ $ 16,200
========
</TABLE>

A reconciliation between the statutory rate and the effective rate is as
follows for the year ended August 31, 1997:

<TABLE>
<S> <C>
Federal statutory tax rate.................................. 34.0%
State statutory rate, net of federal benefit................ 3.6
Permanent difference and other.............................. 12.8
----
Effective tax rate.......................................... 50.4%
====
</TABLE>

Significant components of the Company's deferred tax assets and
liabilities, computed using currently enacted tax rates, are as follows at
August 31, 1997:

<TABLE>
<S> <C>
Current items:
Assets:
Allowances for doubtful accounts which are currently
nondeductible......................................... $23,000
-------
Net current deferred tax assets............................. $23,000
=======
Long-term items:
Property and equipment principally due to the use of
accelerated depreciation for tax purposes.............. $(2,000)
-------
Net long-term deferred tax liabilities...................... $(2,000)
=======
</TABLE>

8. COMMITMENTS AND CONTINGENCIES

EMPLOYMENT AGREEMENT

Effective November 1, 1996, Old Jet entered into an employment contract
with its president for a three year period and the agreement automatically
extends on a month to month basis thereafter. Base compensation is $160,000 per
year, plus 3% of the pretax net income of the Company. The agreement also calls
for one half of the bonus in excess of $25,000 earned annually by the president
to be applied to reduce the outstanding balance of the president's obligation
under his promissory note given to Old Jet for his stock. See Note 6.

Effective October 3, 1996, Old Jet entered into an employment contract with
an individual who is an affiliate of Avionics as an employee for a three year
period. Base compensation is $120,000 per year, plus a bonus determined by the
Board of Directors. On October 2, 1997, the Company and the employee mutually
agreed to the termination of said employment agreement dated October 3, 1996.
The Company and individual have entered into a Consulting Agreement on October
3, 1997, for a twelve month period ending October 2, 1998. Base compensation is
$4,000 per month, plus a commission of 15% of the collected purchase price of
sales, and 15% of the purchase price of material for resale which the individual
introduces to the Company.

F-12
<PAGE> 41

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

9. SALES TO MAJOR CUSTOMERS

The Company sells, leases and exchanges spare parts for fixed-wing
commercial jet transport aircraft to foreign and domestic customers.

The information with respect to revenue, by geographic area, is presented
in the table below for the period from October 3, 1997 (inception) through
August 31, 1997.

<TABLE>
<S> <C>
United States............................................... $3,559,585
Africa and Middle East...................................... 36,119
Europe...................................................... 938,896
Latin America............................................... 25,140
Asia........................................................ 1,655,813
----------
Total............................................. $6,215,553
==========
</TABLE>

One Asian customer accounted for 20% of the Company's sales in fiscal 1997.

10. SUPPLEMENTAL NON-CASH FLOW INFORMATION

During the year the Company purchased equipment and aircraft parts with a
value of $50,000 by issuing 10,000 shares of common stock at $2.50 per share and
paying the remainder in cash.

As part of the purchase of the DC-10 flight simulator and support package
for $734,421, the Company issued 240,000 shares of common stock at $2.50 per
share and paid the remainder in cash.

As part of its cost of borrowing money during the year the Company issued
14,800 shares of common stock valued at $2.50 per share to a stockholder of the
Company.

On August 29, 1997, the Company issued 230,000 shares of common stock
valued at $2.00 per share, canceled a $175,000 note due to the Company by
Avionics and paid $4,000 in cash in satisfaction of a $303,000 debt due Avionics
and the purchase of the remaining consigned inventory valued at $336,000.

On August 29, 1997, the Company converted four notes payable totaling
$1,070,000 by issuing 535,000 shares of common stock at a value of $2.00 per
share.

On August 29, 1997, the Company paid $15,000 as an advisory fee to a
related party by issuing 7,500 shares of common stock at a value of $2.00 per
share.

11. CONCENTRATION OF CREDIT RISK INVOLVING CASH

During the year, the Company maintained cash balances in excess of the
Federally insured limits. The Company maintained the balances in four banks, one
of which is a major money center bank. Three of the banks are Federally insured.
A fourth bank, Israel Discount Bank Limited is a major international bank and
operates in the United States under the Edge Act, but is not Federally insured.
At August 31, 1997, the Company had balances under $100,000 in the three
Federally insured banks, but maintained a balance of $264,550 in Israel Discount
Bank Limited. However, the Company does not believe a significant risk existed
in having the balance with Israel Discount Bank Limited.

F-13
<PAGE> 42

JET AVIATION TRADING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

12. SUBSEQUENT EVENTS

On October 29, 1997, the Board of Directors adopted a Stock Option Plan
(the "Plan") effective September 1, 1997. This Plan provides for the grant to
employees selected by the Board of Directors, or Compensation Committee, of
incentive stock options, non-qualified stock options and stock appreciation
rights in the aggregate not exceeding 750,000 shares. The Plan also sets forth
applicable rules and regulations for stock options granted to non-employee
directors. The Board of Directors authorized the issuance of 74,500 stock
options. The Plan is subject to stockholder approval and will be submitted to
the stockholders at the Company's annual meeting in 1998.

F-14
<PAGE> 43

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR A SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE CIRCUMSTANCES OF THE COMPANY OR
THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
The Company........................... 3
The Offering.......................... 3
Selected Financial Information........ 5
Risk Factors.......................... 6
Dilution.............................. 9
Use of Proceeds....................... 9
Market Price of the Common Stock...... 10
Management's Discussion and Analysis
of Financial Condition and Results
of Operation........................ 11
Business.............................. 13
Management............................ 19
Principal Stockholders................ 20
Certain Transactions.................. 21
Description of Securities............. 22
Selling Security Holders.............. 23
Plan of Distribution.................. 25
Legal Matters......................... 25
Experts............................... 26
Additional Information................ 26
Financial Statements.................. F-1
</TABLE>

---------------------

UNTIL , 1998 (90 DAYS AFTER THE DATE OF THE PROSPECTUS),
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.

======================================================

1,000,000 SHARES OF COMMON STOCK
OFFERED BY THE COMPANY
PURSUANT TO OUTSTANDING WARRANTS

---------------------

1,000,000 SHARES OF COMMON STOCK
OFFERED BY CERTAIN
SELLING SECURITY HOLDERS
UPON EXERCISE OF
OUTSTANDING WARRANTS

---------------------

1,969,000 SHARES OF COMMON STOCK
OFFERED BY CERTAIN
SELLING SECURITY HOLDERS

JET AVIATION
TRADING, INC.

-----------------
PROSPECTUS
-----------------

, 1997

======================================================
<PAGE> 44

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Pursuant to Section 607.0850 of the Florida Business Corporation Act, the
Company has the power to indemnify directors, officers, employees or agents. The
Company's Articles of Incorporation [and Bylaws provide for indemnification of
directors and officers. In addition, the Company's executive officers and
directors have entered into agreements with the Company which also indemnifies
them for certain acts and omissions.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the issuance of the securities
being registered are as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 4,049
Printing Expenses........................................... 20,000
Accounting Fees and Expenses................................ 15,000
Legal Fees and Expenses..................................... 30,000
Blue Sky Fees and Expenses.................................. 10,000
Transfer Agent and Registrar Fees and Expenses.............. 5,000
Miscellaneous............................................... 16,000
--------
Total............................................. $100,049
========
</TABLE>

- ---------------

All amounts, except the SEC registration fee, are estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following table sets forth the Company's sales of unregistered
securities.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK DATE SOLD PURCHASER CONSIDERATION
- -------------------------------- --------- --------- --------------
<C> <S> <C> <C> <C>
600,000 ......................... 10/1/96 Jet Avionics Systems, Inc.(1) $ 175,000(note)
128,000 ......................... 10/3/96 Clifton Capital Corp.(1) $ 39,216
80,000 ......................... 10/3/96 IP Services, Inc.(1) $ 24,510
70,000 ......................... 10/3/96 Discretionary Investment Trust(1) $ 21,446
70,000 ......................... 10/3/96 K.A.B. Investments(1) $ 21,446
60,000 ......................... 10/3/96 S.P.H. Equities(1) $ 18,382
192,000 ......................... 11/1/96 Joseph Nelson(1) $ 80,000(note)
10,000 ......................... 12/31/96 Bill Seidel(2) inventory
20,000 ......................... 1/22/97 Joseph J. Nelson(2) $ 50,000
20,000 ......................... 2/7/97 Brian Due(3) $ 50,000
20,000 ......................... 2/7/97 Amaury Borges(3) $ 50,000
80,000 ......................... 2/7/97 Silvertown International Corp.(3) $ 200,000
20,000 ......................... 2/7/97 Zvi Moshe(3) $ 50,000
20,000 ......................... 2/7/97 Fersam International Ltd.(3) $ 50,000
20,000 ......................... 2/7/97 Janet & Robert Weinstein(3) $ 50,000
12,000 ......................... 3/6/97 Bella Shrem(3) $ 30,000
20,000 ......................... 3/6/97 Joseph Shalhon(3) $ 50,000
20,000 ......................... 2/27/97 Mustang Electronics, Inc. Affiliated
Defined Benefits Pension Plan(3) $ 50,000
40,000 ......................... 3/14/97 Fersam International Ltd.(2) inventory
40,000 ......................... 3/17/97 Yoram Moussaieff(3) $ 100,000
200,000 ......................... 3/28/97 Fersam International Ltd.(2) inventory
200,000 ......................... 5/30/97 The D.A.R. Group, Inc.(1) $ 200
</TABLE>

II-1
<PAGE> 45
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK DATE SOLD PURCHASER CONSIDERATION
- -------------------------------- --------- --------- --------------
<C> <S> <C> <C> <C>
75,000 ......................... 5/30/97 Dallas Investments, Ltd.(1) $ 75
100,000 ......................... 5/30/97 Godwin Finance Ltd.(1) $ 100
25,000 ......................... 5/30/97 Joseph Laura(1) $ 25
20,000 ......................... 6/2/97 Fersam International Ltd.(2) $ 50,000
14,800 ......................... 6/2/97 Silvertown International Corp.(2) fee
400 ......................... 6/26/97 Adler, Bruce/Dorothy(4) $ 1,000
400 ......................... 6/28/97 Aiello, Alfonso(4) $ 1,000
400 ......................... 7/2/97 Aldorasi, Michael/Tina(4) $ 1,000
400 ......................... 6/28/97 Askin, Joseph(4) $ 1,000
200 ......................... 7/1/97 Baerga, Carol(4) $ 500
400 ......................... 7/2/97 Balletto, Robert(4) $ 1,000
400 ......................... 6/28/97 Blumer, Jeffrey I.(4) $ 1,000
400 ......................... 6/25/97 Brigante, Gennaro(4) $ 1,000
400 ......................... 7/2/97 Burke, Michael B.(4) $ 1,000
500 ......................... 6/26/97 Cappucci, Edward Vincent(4) $ 1,250
500 ......................... 6/26/97 Cappucci, Marianne Joy(4) $ 1,250
400 ......................... 7/1/97 Carlson, Robin(4) $ 1,000
400 ......................... 6/28/97 Casazza, James T.(4) $ 1,000
500 ......................... 7/1/97 Costa, Joanne(4) $ 1,250
400 ......................... 7/1/97 Coyle, Tom(4) $ 1,000
400 ......................... 7/1/97 Coyle, Robert(4) $ 1,000
1,000 ......................... 6/25/97 Cucchiari-Palmieri, Annette(4) $ 2,500
400 ......................... 7/2/97 Cuzzocrea, Joseph(4) $ 1,000
400 ......................... 6/27/97 Daly, Bill(4) $ 1,000
400 ......................... 6/26/97 Damiano, John A.(4) $ 1,000
400 ......................... 7/2/97 D'Amica, Palmina(4) $ 1,000
400 ......................... 6/28/97 Delicious Desserts, Inc.(4) $ 1,000
400 ......................... 7/1/97 DeMartino, Jerome(4) $ 1,000
400 ......................... 6/30/97 DeVito, Donato J.(4) $ 1,000
1,000 ......................... 6/25/97 DiCarlo, Rosemary(4) $ 2,500
400 ......................... 7/2/97 Dini, Constance(4) $ 1,000
400 ......................... 7/1/97 Fallon, Robert & Ann(4) $ 1,000
100 ......................... 7/1/97 Finn, Robert(4) $ 250
400 ......................... 7/2/97 Fogliano, Christine(4) $ 1,000
400 ......................... 6/27/97 Fogliano, Frank(4) $ 1,000
400 ......................... 6/27/97 Fogliano, Daniel F.(4) $ 1,000
400 ......................... 6/28/97 Fogliano, Jr., Nicholas(4) $ 1,000
400 ......................... 6/28/97 Furci, Joseph N.(4) $ 1,000
400 ......................... 6/28/97 Fusco, Joseph(4) $ 1,000
400 ......................... 6/28/97 Fusco, Joseph & Rose(4) $ 1,000
400 ......................... 6/28/97 Fusco, Rose A.(4) $ 1,000
400 ......................... 6/28/97 Genovese, Carmine(4) $ 1,000
400 ......................... 6/28/97 Genovese, Carmela(4) $ 1,000
400 ......................... 6/27/97 Giammarino, Thomas & June(4) $ 1,000
400 ......................... 6/28/97 I-Yell-O-Foods(4) $ 1,000
400 ......................... 7/1/97 Gil, Michele R.(4) $ 1,000
800 ......................... 6/25/97 Greco, Gary(4) $ 2,000
1,000 ......................... 6/25/97 Gullery, Judith(4) $ 2,500
400 ......................... 6/27/97 Hanlon, Theresa(4) $ 1,000
400 ......................... 7/2/97 Hinz, Brian(4) $ 1,000
400 ......................... 7/2/97 Honan, Brian(4) $ 1,000
</TABLE>

II-2
<PAGE> 46
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK DATE SOLD PURCHASER CONSIDERATION
- -------------------------------- --------- --------- --------------
<C> <S> <C> <C> <C>
400 ......................... 7/2/97 Ianiello, Christopher(4) $ 1,000
400 ......................... 7/2/97 Ianiello, Michael J.(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Bendik C.(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Joan(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Kelly(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Maureen(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Robert(4) $ 1,000
400 ......................... 7/2/97 Johnsen, Robert & Joan(4) $ 1,000
400 ......................... 7/2/97 Johnsen Jr., Robert E.(4) $ 1,000
400 ......................... 7/1/97 Kilgannon, Thomas(4) $ 1,000
400 ......................... 6/28/97 Marino, Paul(4) $ 1,000
400 ......................... 7/1/97 Mayr, Laura(4) $ 1,000
400 ......................... 7/1/97 McNee, Donald & Julie(4) $ 1,000
500 ......................... 7/1/97 Millington, Cheryl A.(4) $ 1,250
400 ......................... 7/2/97 Modafferi, James S.(4) $ 1,000
300 ......................... 7/1/97 Montalto, Dorothy M.(4) $ 750
300 ......................... 7/1/97 Morisano, Maria(4) $ 750
400 ......................... 6/25/97 Paolino, Frank(4) $ 1,000
800 ......................... 6/30/97 Paolino, Linda(4) $ 2,000
1,200 ......................... 6/25/97 Paolini, Stephen A.(4) $ 3,000
300 ......................... 7/1/97 Parisi, Dawn(4) $ 750
500 ......................... 7/1/97 Parisi, Lucille(4) $ 1,250
300 ......................... 7/1/97 Parisi, Neil(4) $ 750
200 ......................... 7/1/97 Parisi, Vincent(4) $ 500
300 ......................... 7/1/97 Parisi c/f, Vincent & Parisi,
Vincent Anthony(4) $ 750
500 ......................... 7/1/97 Parisi, Vincent(4) $ 1,250
300 ......................... 7/1/97 Parisi c/f, Dawn & Danielle(4) $ 750
200 ......................... 7/1/97 Parisi c/f, Neil & Anniello(4) $ 500
300 ......................... 7/1/97 Parisi c/f, Dawn & Parisi Jr.,
Vincent(4) $ 750
500 ......................... 7/1/97 Petillo, Dolores(4) $ 1,250
500 ......................... 7/1/97 Petillo c/f, Dolores & Costa, Joseph
A.(4) $ 1,250
400 ......................... 7/2/97 Picciano, Georgene(4) $ 1,000
400 ......................... 7/2/97 Puccio, Jr., David & Puccio,
Kathleen(4) $ 1,000
4,000 ......................... 7/1/97 R.P. Capital Growth, L.P.(4) $ 10,000
400 ......................... 7/2/97 Raffelo, Carrie(4) $ 1,000
400 ......................... 7/1/97 Ramdharie, Tagewattie(4) $ 1,000
200 ......................... 7/1/97 Ravanos, Lisbeth(4) $ 500
400 ......................... 6/25/97 Ricciotti, James M.(4) $ 1,000
400 ......................... 6/28/97 Santo, William R.(4) $ 1,000
400 ......................... 6/26/97 Santo, Jr., Frank J.(4) $ 1,000
600 ......................... 6/26/97 Santore, Gina M.(4) $ 1,500
400 ......................... 6/28/97 Sblendorio, Dominick & Sblendorio,
Sarah(4) $ 1,000
400 ......................... 6/28/97 Sblendorio, Dominick(4) $ 1,000
400 ......................... 7/2/97 Sole, Linda(4) $ 1,000
400 ......................... 7/2/97 Strommen, Cindy(4) $ 1,000
</TABLE>

II-3
<PAGE> 47

<TABLE>
<C> <S> <C> <C> <C>
200 ............................... 7/1/97 Tomasino c/f, Domineck & Tomasino,
Christie(4) $ 500
1,000 ............................... 6/25/97 Vaccaro, Christopher(4) $ 2,500
1,000 ............................... 6/25/97 Vaccaro, Catherine(4) $ 2,500
1,000 ............................... 6/25/97 Vaccaro, Elicia(4) $ 2,500
1,000 ............................... 6/25/97 Vaccaro, Thomas(4) $ 2,500
400 ............................... 6/26/97 Winkler, John(4) $ 1,000
100,000 ............................... 8/29/97 FAC Enterprises, Inc.(4) $ 200,000
7,500 ............................... 8/29/97 FAC Enterprises, Inc.(4) fee
150,000 ............................... 8/29/97 Jet Avionics Systems, Inc.(4) $ 300,000
80,000 ............................... 8/29/97 Jet Avionics Systems, Inc.(2) inventory
250,000 ............................... 8/29/97 Joseph Laura(2) $ 500,000
185,000 ............................... 8/29/97 Silvertown International Corp.(2) $ 370,000

NUMBER OF WARRANTS
- -------------------------------------------

950,000 ............................... 6/1/97 The D.A.R. Group services
50,000 ............................... 6/1/97 Dallas Investment Groupd services
</TABLE>

- ---------------

(1) Founder's shares
(2) Sold in reliance upon Section 4(2) of the Act
(3) Sold in reliance upon Rule 506/Regulation D and/or 4(2)
(4) Sold in reliance upon Rule 504/Regulation D

No Commissions or other remuneration was paid in connection with the above
described sales of Common Stock.

ITEM 27. EXHIBITS.

<TABLE>
<S> <C> <S>
2.1 -- Agreement and Plan of Reorganization dated July 15, 1997
2.2 -- Articles of Merger
3.1 -- Articles of Incorporation
3.2 -- Amendment to Articles of Incorporation
3.3 -- Amended -- By-Laws
4.1 -- Form of Warrant
5.1 -- Opinion of Shapo, Freedman & Bloom, P.A. (to be provided by
amendment)
10.1 -- Employment Agreement with Joseph J. Nelson
10.2 -- Business Lease
10.3 -- Consignment Agreement with Jet Avionics Systems, Inc.
10.4 -- Consignment, Cancellation and Purchase Agreement with Jet
Avionics Systems, Inc.
10.5 -- Stock Option Plan
10.6 -- Form of Indemnity Agreement with directors and officers.
23.1 -- Consent of Shapo, Freedman & Bloom, P.A. (included in
Exhibit 5.1)
23.2 -- Consent of Sweeney, Gates & Co., independent certified
public accountants, contained in Part II of the registration
statement.
</TABLE>

II-4
<PAGE> 48

ITEM 28. UNDERTAKING.

The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in the volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
person of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the undersigned of expenses incurred or paid by a
director, officer or controlling persons of the undersigned in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
undersigned will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-5
<PAGE> 49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form SB-2 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on the 12th day of November, 1997.

JET AVIATION TRADING, INC.

By: JOSEPH J. NELSON
------------------------------------
Joseph J. Nelson
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

JOSEPH J. NELSON President and Chief November 12, 1997
- ----------------------------------------------------- Executive Officer,
Joseph J. Nelson Director

JOSEPH F. JANUSZ Vice President and Chief November 12, 1997
- ----------------------------------------------------- Financial Officer
Joseph F. Janusz

MICHAEL J. CIRILLO Director November 12, 1997
- -----------------------------------------------------
Michael J. Cirillo

THEODORE H. GREGOR Director November 12, 1997
- -----------------------------------------------------
Theodore H. Gregor
</TABLE>

II-6

<PAGE> 1
Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated July 15 1997, by and
between JET AVIATION TRADING, INC., a Florida corporation ("Jet") and SCHUYLKILL
ACQUISITION CORPORATION, a Florida corporation ("SAC"). Jet and SAC are
sometimes hereinafter referred to as the "Constituent Corporation."

WHEREAS, the Board of Directors of SAC has determined that it is in the
best interests of SAC and its stockholders to acquire Jet through a merger of
Jet with and into SAC (the "Merger"), all in accordance with the terms and
conditions of this Agreement; and

WHEREAS, the Board of Directors of Jet believes that the Merger is in
the best interests of its stockholders on the date hereof (the "Jet
Stockholders").

NOW THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants and agreements contained herein,
the parties agree as follows:

ARTICLE I
PLAN OF MERGER

1.1 THE MERGER. Upon the terms and subject to the conditions of this
Agreement and in accordance with the Business Corporation Act of the State of
Florida, as amended (the "BCA"), as of the Effective Time (as defined in Section
1.2), (a) Jet shall be merged with and into SAC, (b) the separate existence of
Jet shall thereupon cease and (c) SAC, as the surviving corporation in the
Merger (the "Surviving Corporation"), shall continue its corporate existence
under the laws of the State of Florida.

1.2 EFFECTIVE TIME OF THE MERGER. The Merger shall become effective
immediately upon the filing of the Articles of Merger, in the form attached
hereto as Exhibit "A" (the "Articles of Merger"), to be executed, acknowledged
and filed with the Secretary of State of the State of Florida (the "Florida
Secretary") as provided in the BCA. The date and time of such filing is herein
sometimes referred to as the "Effective Time."

1.3 EFFECT OF THE MERGER. At the Effective Time, the Constituent
Corporations shall become a single corporation, and the Surviving Corporation
shall thereupon and thereafter posses all of the rights, privileges, immunities,
powers, franchises and authority of a public and private nature, and be subject
to all of the restrictions, disabilities and duties, of each of the Constituent
Corporations. The Surviving Corporation shall be vested with all the rights,
privileges, immunities, powers, franchises and authority of each of the
Constituent Corporations, and all assets and property of every description,
real, personal and mixed, and every interest therein, wherever located, and all
debts or other obligations belonging or due to either of the Constituent
Corporations on whatever account, as well as stock subscriptions and all other
things in action or belonging to each of the Constituent Corporations.

<PAGE> 2

1.4 ARTICLES OF INCORPORATION AND BY-LAWS. At the Effective Time, the
Articles of Incorporation of SAC, as in effect immediately prior to the
Effective Time, shall be the Articles of Incorporation of the Surviving
Corporation until thereafter amended in accordance with applicable law and such
Articles of Incorporation. The By-Laws of SAC shall be the By-Laws of the
Surviving Corporation until thereafter amended in accordance with applicable law
and such By-Laws.

1.5 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. At the
Effective Time, the initial officers and directors of the Surviving Corporation
will be as set forth on Exhibit "B".

1.6 JET STOCKHOLDER APPROVAL. Jet will take all action necessary in
accordance with the BCA and any other applicable law or regulation, and with its
Articles of Incorporation and By-Laws, to solicit the written consent of its
stockholders or to convene a meeting of its stockholders, to be held as soon as
practicable, to consider and vote upon this Agreement and the transactions
contemplated hereby. Jet shall use its best efforts to obtain such stockholder
approval.

1.7 FURTHER ACTION. If, at any time after the Effective Time, any
further action is necessary or desirable to carry out the purposes of this
Agreement or to vest the Surviving Corporation with the full right, title and
possession to all assets, property, rights, privileges, immunities, powers and
franchises of either or both of the Constituent Corporations, the officers and
directors of the Surviving Corporation are fully authorized in the name of
either or both of the Constituent Corporation or otherwise to take all such
action.

1.8 CLOSING. Consummation of the transactions contemplated by this
Agreement (the "Closing") will take place at the offices of Bloom & Warfman,
P.A., 1101 Brickell Avenue, Suite 1400, Miami, FL 33131, at such time and date
which is as soon as practicable after the satisfaction of the conditions set
forth in Article VI and in any event which is no later than two business days
after satisfaction or waiver of such conditions (the "Closing Date"). At the
Closing, SAC and Jet will each carry out the procedures specified under the
applicable provisions of the BCA, including duly executing and filing the
Articles of Merger with the Florida Secretary, to the end that the Merger shall
become effective.

1.9 ACCOUNTING TREATMENT. The parties understand that the Merger will
be accounted for as a purchase in accordance with generally accepted accounting
principals.

1.10 NAME. The name of the Surviving Corporation shall be Jet Aviation
Trading, Inc.

1.11 PRINCIPAL PLACE OF BUSINESS. The principal place of business
of the Surviving Corporation shall be 15675 Northwest 15th Avenue, Miami,
Florida 33169.

<PAGE> 3

ARTICLE II
CONVERSION OF SHARES; DISSENTING SHARES; EXCHANGE OF SHARES

2.1 CONVERSION OF JET SHARES.

(a) At the Effective Time, each then outstanding share of
common stock of Jet (the "Jet Common Stock") (other than Dissenting Shares as
defined in Section 2.4) shall cease to be an existing and issued share by virtue
of the Merger and without any action on the part of SAC, Jet or the holder
thereof shall be canceled in exchange for one share of common stock of SAC (the
"SAC Common Stock").

(b) All shares of Jet Common Stock (the "Jet Shares") or other
securities held in the treasury of Jet immediately prior to the Effective Time,
shall be canceled and cease to exist at and after the Effective Time, and no
consideration shall be paid with respect thereto.

2.2 CLOSING OF JET TRANSFER BOOKS. At and after the Effective
Time, holders of certificates representing Jet Shares shall cease to have any
rights as stockholders of Jet, the stock transfer books of Jet shall be closed
with respect to Jet Shares issued and outstanding immediately prior to the
Effective Time, and no further transfer of such shares shall thereafter be made
on such stock transfer books. If, after the Effective Time, valid certificates
previously representing such shares are presented to the Surviving Corporation,
they shall be exchanged as provided in Section 2.3.

2.3 EXCHANGE OF CERTIFICATES. Jet or SAC shall transmit to the
holders of the Jet Shares (the "Recipient Holders") appropriate documents,
including a form of transmittal letter substantially as attached hereto as
Exhibit "C" (the "Transmittal Letter"), to be used by them to surrender their
certificates representing Jet Shares in exchange for SAC Common Stock
certificates (collectively, the "Merger Consideration"), in each case to the
extent provided in Section 2.1 hereof. Until so surrendered and exchanged, each
certificate for Jet Shares held by Recipient Holders, shall represent solely the
right to receive the Merger Consideration into which the Jet Shares it
theretofore represented shall have been converted pursuant to Section 2.1 (or to
perfect the holder thereof's right to receive payment for such shares pursuant
to Section 607.1301 et. seq. of the BCA and Section 2.4 hereof); provide
however, that customary and appropriate certifications and indemnities allowing
exchange against lost or destroyed certificates shall be provided; and provided
further that nothing in this Section 2.3 shall require SAC to deliver its Common
Stock to any Recipient Holder who shall fail to surrender a certificate
representing such shares (or the certification and indemnities relating to a
lost certificate) together with a Transmittal Letter duly completed and executed
by such Recipient Holder.

2.4 DISSENTING SHARES. Notwithstanding anything in this Agreement
to the contrary, Jet Shares that are issued and outstanding immediately prior to
the Effective Time and that are held by stockholders who have not voted such
shares in favor of the Merger and who have delivered a written demand for
appraisal of such shares in the manner and at the time provided in Section
607.1301, et. seq. of the BCA ("Dissenting Shares") shall not be canceled
without consideration or canceled and converted into shares of SAC Common Stock
unless and until such holder shall have failed to perfect

<PAGE> 4

or shall have effectively withdrawn or lost, such holder's appraisal rights
under the BCA. If such holder shall have so failed to perfect, or shall have
effectively withdrawn or lost such rights, such holder's Shares shall thereupon
be deemed to have been canceled or converted as described in Section 2.1 at the
Effective Time, and each such share held by a Recipient Holder shall represent
solely the right to receive the shares of SAC Common Stock into which the Jet
Shares it theretofore constituted shall have been converted pursuant to Section
2.1. From and after the Effective Time, no stockholder who has demanded the
appraisal of shares as provided in Section 607.1301 et. seq., of the BCA shall
be entitled to vote such holder's shares for any purpose or to receive payment
of dividends or other distributions with respect to such holder's shares (except
dividends and other distributions payable to stockholders of record at a date
which is prior to the Effective Time). Such stockholders who have demanded the
appraisal of shares shall only be entitled to receive consideration as provided
in Section 607.1301 et. seq., of the BCA.

2.5 INVESTMENT INTENT. The SAC Shares have not been registered
under the Securities Act of 1933, as amended (the "Act"), and may not be resold
unless the Shares are registered under the Act or an exemption from such
registration is available. Each certificate representing the SAC Shares will
have a legend thereon incorporating language as follows:

"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless in
the opinion of counsel satisfactory to the Company,
registration is not required under the Act."

2.6 CAPITAL STOCK OF SAC. Each share of common stock, and all
rights, options and warrants to purchase Common Stock ("Stock Purchase Rights")
of SAC issued and outstanding immediately prior to the Effective Time shall
become shares and Stock Purchase Rights of the Surviving Corporation after the
Merger and together with all the shares of Common Stock issuable pursuant to
Section 2.1(a) shall at the Effective Time constitute all of the issued and
outstanding shares and Stock Purchase Rights of the Surviving Corporation. Each
stock certificate or agreement of SAC evidencing ownership of any such shares
and Stock Purchase Rights shall continue to evidence ownership of such shares
and Stock Purchase Rights of the Surviving Corporation.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF JET

3.1 ORGANIZATION AND GOOD STANDING. Jet is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased or
operated and such business is now conducted. Jet does not have any subsidiaries.
The Articles of Incorporation and By-Laws of Jet, previously delivered to SAC,
have not been amended and remain in effect. Jet is not in violation of its
Articles of Incorporation or By-Laws.

<PAGE> 5

3.2 OWNERSHIP OF JET SHARES. Schedule A hereof sets forth the
owners of record and beneficially of all of the shares of capital stock of Jet,
all of which shares were duly authorized, validly issued, fully paid, non
assessable and free of preemptive rights. There are no outstanding
subscriptions, rights, options, warrants or other agreements, obligating Jet to
issue, sell or transfer any stock or other securities.

3.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. There has been
previously delivered to SAC an audited balance sheet as of March 31, 1997 (the
"Balance Sheet") and the related statements of operations from inception
(October 3, 1996) through March 31, 1997 (collectively the "Financial
Statements"). The Financial Statements fairly represent the financial position
of Jet as at such date and the results of its operations for the period then
ended.

3.4 AUTHORITY. Jet has full corporate power and authority to
execute, deliver and perform this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by the Board of Directors of Jet,
and no other corporate proceedings on the part of Jet are necessary for Jet to
authorize this Agreement or, other than approval of such agreement by the Jet
Stockholders, for Jet to consummate the transactions contemplated hereby and
thereby. This Agreement, when executed and delivered by Jet, will be duly
executed and delivered by duly authorized officers of Jet. This Agreement is
valid, binding and enforceable against Jet in accordance with its terms except
as enforceability hereof or thereof may be subject to or limited by applicable
bankruptcy, insolvency, arrangement or similar laws affecting the rights of
creditors generally and judicial limitations upon equitable remedies.

3.5 NO MATERIAL ADVERSE CHANGES. Since the date of the Balance
Sheet there has not been:

(i) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective business of Jet;

(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of Jet, whether or not covered by insurance;

(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of Jet's
capital stock;

(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by Jet of any properties or assets; or

(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or arrangement.

<PAGE> 6

3.6 COMPLIANCE WITH LAWS. Jet has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to it or its business
which, if not complied with, would materially and adversely affect its business.

3.7 NO BREACH. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:

(i) violate any provision of the Articles of Incorporation
or By-Laws of Jet;

(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Jet is a party or by or to which it or any of its assets or properties may
be bound or subject;

(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, Jet, or upon the properties or business of Jet; or

(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a materially adverse effect on the business or operations of Jet.

3.8 ACTIONS AND PROCEEDINGS. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or regulatory
body or arbitration tribunal against or involving Jet. There is no action, suit
or claim or legal, administrative or arbitral proceeding (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving Jet or any of its properties or
assets.

3.9 BROKERS OR FINDERS. No broker's or finder's fee will be
payable by Jet in connection with the transaction contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by Jet.

3.10 TANGIBLE ASSETS. Jet has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, owned or leased by Jet, any related capitalization items or other
tangible property material to the business of Jet (the "Tangible Assets"). Jet
holds all rights, title and interest in all the Tangible Assets owned by it on
the Balance Sheet or acquired by it after the date of the Balance Sheet.

3.11 LIABILITIES. Jet does not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, (all of the
foregoing collectively defined as "Liabilities"), which were not fully, fairly
and adequately

<PAGE> 7

reflected on the Balance Sheet. As of the Closing Date, Jet will not have any
Liabilities, other than Liabilities fully and adequately reflected on the
Balance Sheet, except for Liabilities incurred in the ordinary course of
business or otherwise disclosed in Schedule 3.11.

3.12 NO CONSENTS. Other than stockholder consent and filing of the
Articles of Merger with the Secretary of State of the State of Florida, no other
consents from any governmental agency or third party is necessary for the
consummation of the transactions hereunder.

3.13 OPERATIONS OF JET. Except as set forth on Schedule 3.13, or
otherwise disclosed herein, from the date of the Balance Sheet and through the
Closing Date hereof Jet has not and will not have except in the ordinary course
of its operations:

(i) incurred any indebtedness for borrowed money;

(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;

(iii) made any material loan or advance to any stockholder,
officer, director, employee, consultant, agent or other representative or made
any other material loan or advance;

(iv) incurred or assumed any material indebtedness or
liability (whether or not currently due and payable);

(v) disposed of any assets; or

(vi) issued any equity securities or rights to acquire such
equity securities.

3.14 CAPITALIZATION. The authorized capital stock of Jet consists
of 20,000,000 shares of common stock of which 1,776,800 shares are presently
issued and outstanding. Jet has not granted, issued or agreed to grant, issue or
make available any warrants, options, subscription rights or any other
commitments of any character relating to its issued or unissued shares of
capital stock.

3.15 TAXES. Jet has prepared and filed all appropriate tax returns
for all periods to and through the date hereof for which any such returns have
been required to be filed by it and has paid all taxes shown to be due by said
returns or on any assessments received by it or has made adequate provision for
the payment thereof.

3.16 FULL DISCLOSURE. No representation or warranty by Jet in this
Agreement or in any document or schedule to be delivered by it pursuant thereto,
and no written statement, certificate or instrument furnished or to be furnished
to SAC pursuant hereto or in connection with the negotiation, execution or
performance of this Agreement contains or will contain any untrue statement of
material fact or omits or will omit to state any fact necessary to make any
statement herein or therein not

<PAGE> 8

materially misleading or necessary to a complete and correct presentation of all
material aspects of the businesses of Jet.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SAC

4.1 ORGANIZATION GOOD STANDING AND OWNERSHIP. SAC is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida and is entitled to own or lease its properties and to carry on
its business as and in the places where such properties are now owned, leased,
or operated and such business is now conducted. The authorized capital stock of
SAC consists of 30,000,000 shares of Common Stock ($.001 par value), of which
____ shares are presently issued and outstanding, and 3,000,000 shares of
Preferred Stock ($.10 par value), no shares of which are issued and outstanding.
Schedule B hereof sets forth the owners of record and beneficially of all of the
Shares of capital stock of SAC, all of which shares were duly authorized,
validly issued, fully paid, non-assessable and free of preemptive rights.
Schedule B also sets forth the owners of record and beneficially of all warrants
to purchase common stock, each such warrant entitling the holder thereof to
purchase one share of common stock at $4.50 per share (a true copy of the
warrant is annexed as Exhibit "E"). The SAC Articles of Incorporation and
By-Laws, previously delivered to Jet, have not been amended and remain in
effect. SAC is not in violation of its Articles of Incorporation or By-Laws.

4.2 THE SAC SHARES. The SAC Shares to be issued in the Merger
have been or will have been duly authorized by all necessary corporate action
and, when so issued in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable.

4.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. SAC has been
recently organized and has as of the date hereof, assets and liabilities as set
forth on Schedule B.

4.4 NO MATERIAL CHANGES. Since organization, there has not been:

(i) any material adverse change in the assets or financial
condition of SAC;

(ii) any damage, destruction or loss materially affecting the
assets or financial condition of SAC, whether or not covered by insurance;

(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of the SAC
capital stock;

(iv) any sale of an asset or any mortgage or pledge by SAC of
any properties or assets; or

<PAGE> 9

(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or arrangement.

4.5 COMPLIANCE WITH LAW. SAC has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to it or its businesses.

4.6 NO BREACH. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:

(i) violate any provision of the Articles of Incorporation
or By-Laws of SAC;

(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which SAC is a party or by or to which it or any of its assets or properties may
be bound or subject;

(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, SAC or upon the securities properties or business of SAC; or

(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein.

4.7 ACTIONS AND PROCEEDINGS. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or regulatory
body or arbitration tribunal against or involving SAC. There is no action, suit
or claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving SAC or any of its properties or
assets.

4.8 BROKERS OR FINDERS. No broker's or finder's fee will be
payable by SAC in connection with the transaction contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by SAC.

4.9 LIABILITIES. SAC does not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, know or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit other than a loan from Joseph Laura in the sum of $500,000,
represented by a certain Promissory Note dated May 23, 1997 (the "Laura Loan")
(all of the foregoing collectively defined as "Liabilities"). As of the Closing
Date, SAC will not have any Liabilities, other than the Laura Loan.

<PAGE> 10

4.10 NO CONSENTS. Other than filing the Articles of Merger with the
Secretary of State of the State of Florida, no other consents from any
governmental agency or third party is necessary for the consummation of the
transaction hereunder.

4.11 OPERATIONS OF SAC. Through the Closing Date hereof SAC has
not and will not have:

(i) incurred any indebtedness for borrowed money other than
______________;

(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;

(iv) except in the ordinary course of business, incurred or
assumed any indebtedness or liability (whether or not currently due and
payable);

(v) disposed of any assets except in the ordinary course of
business; or

(vi) issued any equity securities or rights to acquire such
equity securities except the 447,200 shares and 1,000,000 Warrants to purchase
common stock at $4.50 per share.

4.12 AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS. SAC has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of SAC enforceable in accordance with its terms, except
as may be limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by SAC of this Agreement, in accordance with its
respective terms and conditions will not:

(i) require the approval or consent of any governmental or
regulatory body, the shareholders of SAC, or the approval or consent of any
other person;

(ii) conflict with or result in any breach or violation of
any of the terms and conditions of, or constitute (or with any notice or lapse
of time or both would constitute) a default under, any order, judgment or decree
applicable to SAC, or any instrument, contract or other agreement to which SAC
is a party or by or to which SAC is bound or subject; or

<PAGE> 11

(iii) result in the creation of any lien or other encumbrances
on the assets or properties of SAC.

4.13 FULL DISCLOSURE. No representation or warranty by SAC in this
Agreement or in any document or schedule to be delivered by it pursuant hereto,
and no written statement, certificate or instrument furnished or to be furnished
to Jet pursuant hereto or in connection with the performance of this Agreement
contains or will contain any untrue statement of material fact or omits or will
omit to state any fact necessary to make any statement herein or therein not
materially misleading or necessary to a complete and correct presentation of all
material aspects of the business of SAC.

ARTICLE V
COVENANTS

5.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to the
Closing Date, the parties shall be entitled, through their employees and
representatives, to make such investigation and verification of the assets,
properties, business and operations, books, records and financial condition of
the other, including communications with suppliers, vendors and customers, as
they each may reasonably require. No investigation by a party hereto shall,
however, diminish or waive in any way any of the representations, warranties,
covenants or agreements of the other party under this Agreement. Consummation of
this Agreement shall be subject to the fulfillment of due diligence procedures
to the reasonable satisfaction of each of the parties hereto and their
respective counsel.

5.2 EXPENSES. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.

5.3 FURTHER ASSURANCES. The parties shall execute such documents
and other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation, the
execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.

5.4 CONFIDENTIALITY. In the event the transactions contemplated
by this Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith;
provided, however, such obligation shall not apply to information which:

(i) at the time of disclosure was public knowledge;

(ii) after the time of disclosure become public knowledge
(except due to the action of the receiving party); or

(iii) the receiving party had within its possession at the
time of disclosure.

<PAGE> 12

ARTICLE VI
CONDITIONS TO CLOSING

The obligation of Jet and SAC to consummate the transactions to be
performed by it in connection with the Closing is subject to satisfaction of the
following conditions:

(i) this Agreement and the Merger shall have received the
requisite approval of the stockholders of Jet;

(ii) the representations and warranties set forth in Article
III (with respect to SAC's obligations) and IV (with respect to Jet's
obligations) above are true and correct in all material respects at and as of
the Closing Date;

(iii) each of SAC and Jet shall have performed and complied
with all of such party's covenants hereunder in all material respects through
the Closing Date;

(iv) No action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state or local jurisdiction or before any arbitrator wherein an
unfavorable injunction, judgment, order, decree, ruling, or change would (a)
prevent consummation of any of the transactions by this Agreement, (b) cause any
of the transaction contemplated by this Agreement to be rescinded following
consummation, (c) affect adversely the right of the Surviving Corporation to own
the former assets and to operate the former business of Jet (and no such
injunction, judgment, order, decree, ruling or change shall be in effect);

(v) SAC shall have raised sufficient capital such that its
net shareholder equity shall be at least $100,000 at the Closing Date, and it
shall have no liabilities other than the $500,000 Laura loan, (copies of which
loan documents are attached as Exhibit "D");

(vi) SAC shall have complied with SEC Regulation D and Rule
504 promulgated thereunder in connection with its raise of capital; shall have
filed Form D, and the Offering memorandum used in said raise of capital shall
contain no untrue statements of material fact, nor omissions thereof which would
make material statements therein misleading, as of the date thereof, and as of
the Closing Date;

(vii) Jet shall have received a certificate from SAC to the
effect that each of the conditions specified above in Article 6(i)-(vi) is
satisfied in all respects;

(viii) Jet shall have received from counsel to SAC an opinion
in form and substance satisfactory to counsel for Jet to the effect that:

(a) SAC has been duly formed and organized and upon
Closing all of its stock will be validly issued and nonassessable, and

<PAGE> 13

(b) SAC has the requisite corporate authority to
engage in its business and own its properties and to execute and deliver this
Agreement.

(c) This Agreement constitutes the legal, valid and
binding agreement of SAC, enforceable against it in accordance with all of its
terms and conditions.

(d) Such other matters as counsel for Jet shall
reasonably request.

(ix) Stockholders of Jet owning fewer than twenty percent of
its issued and outstanding common stock have elected appraisal rights pursuant
to Section 2.4 hereof.

ARTICLE VII
TERMINATION

7. TERMINATION OF AGREEMENT.

(a) by mutual written consent of the SAC and Jet.

(b) by Jet if the Merger shall not have been consummated by
July 31, 1997, provided that Jet's right to terminate this Agreement pursuant to
this Section 7.1(b) shall not be available in the event of Jet's failure to
fulfill any obligation under this Agreement or any action or inaction on the
part of Jet has been, in full or in part, the cause of or resulted in, in full
or in part, the failure of the conditions to SAC's obligation to consummate the
Merger to be satisfied or the failure of the Merger to occur on or before such
date;

(c) by SAC if the Merger shall not have been consummated by
July 31, 1997, provided that the right of SAC to terminate this Agreement
pursuant to this Section 7.1(c) shall not be available in the event SAC's or
such failure to fulfill any obligation under this Agreement or any action or
inaction on the part of SAC, has been, in full or in part, the cause of or
resulted in, in full or in part, the failure of the conditions to Jet's
obligation to consummate the Merger to be satisfied or the failure of the Merger
to occur on or before such date; or

(d) by Jet or SAC if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have
issued a non-appealable final order, decree or ruling or taken any other action,
in each case having the effect of permanently restraining, enjoining or
otherwise prohibiting the Merger.

ARTICLE VIII
MISCELLANEOUS

8.1 WAIVERS. The waiver of a breach of this Agreement or the
failure of any party hereto to exercise any right under this Agreement shall in
no event constitute waiver as to any future breach whether similar or dissimilar
in nature or as to the exercise of any further right under this Agreement.

<PAGE> 14

8.2 AMENDMENT. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.

8.3 ASSIGNMENT. This Agreement is not assignable except by operation of
law.

8.4 NOTICES. Until otherwise specified in writing, the mailing
addresses of the parties of this Agreement shall be as follows:

To Jet: 15675 N.W. 15th Avenue 12
Miami, FL 33169
Att: Joseph Nelson, President

To SAC: 30 Broad Street, 43rd Floor
New York, NY 10004
Att: Michael J. Cirillo, President

Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the address or.

8.5 GOVERNING LAW. This Agreement shall be construed, and the legal
relations between the parties determined, in accordance with the laws of the
State of Florida, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

8.6 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.

8.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and
Schedules hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the Merger and related transactions,
and supersede all prior agreements, written or oral, with respect thereto.

8.8 HEADINGS. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

8.9 SEVERABILITY OF PROVISIONS. The invalidity or unenforceability or
any term, phrase, clause, paragraph, restrictions, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.

<PAGE> 15

8.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall be considered but one and the same
document.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

JET AVIATION TRADING, INC.

By: /s/ Joseph Nelson
-------------------------------------
JOSEPH NELSON, President

SCHUYLKILL ACQUISITION CORP.

By: /s/ Michael J. Cirillo
-------------------------------------
MICHAEL J. CIRILLO, President

<PAGE> 1
Exhibit 2.2

ARTICLES OF MERGER
BETWEEN JET AVIATION TRADING, INC. AND
SCHUYLKILL ACQUISITION CORP.

Pursuant to the requirements of Section 607.1105 of the Florida
Corporation Act, the undersigned Joseph J. Nelson, President, of Jet Aviation
Trading, Inc. and Michael J. Cirillo, President, of Schuylkill Acquisition
Corp., hereby certify:

FIRST: That the names of the constituent corporations are Jet Aviation
Trading, Inc. and Schuylkill Acquisition Corp. and the name of surviving
corporation will be Schuylkill Acquisition Corp., the name of which shall, on
the effective date of the merger, be changed to Jet Aviation Trading, Inc.

SECOND: The plan of merger is that on the effective date of the merger
each then outstanding share of common stock of Jet Aviation Trading, Inc., shall
cease to be an existing and issued share by virtue of the merger and without any
action on the part of Schuylkill Acquisition Corp., Jet Aviation Trading, Inc.
or the holder thereof shall be canceled in exchange for one share of common
stock of Schuylkill Acquisition Corp.

THIRD: That the merger shall be and become effective upon the filing of
these Articles of Merger with the Secretary of State of Florida.

FOURTH: That the merger was authorized by the Board of Directors of Jet
Aviation Trading, Inc. by unanimous written consent on July 14, 1997, and that
the merger was authorized

1
<PAGE> 2

by the Board of Directors of Schuylkill Acquisition Corp. by unanimous written
consent on July 14, 1977.

FIFTH: That the merger was authorized by the shareholders of Jet
Aviation Trading, Inc., by written consent of a majority of the shareholders of
the issued and outstanding stock on July 17, 1997, and that approval by the
stockholders of Schuylkill Acquisition Corp. was not required pursuant to
Florida Statutes ss.607.1103.

IN WITNESS WHEREOF, we hereunto sign our names and affix our seals this
17 day of July, 1997.

JET AVIATION TRADING, INC.

By: /s/ Joseph Nelson
--------------------------------
Joseph Nelson, President

SCHUYLKILL ACQUISITION CORP.

By: /s/ Michael J. Cirillo
--------------------------------
Michael J. Cirillo, President

STATE OF FLORIDA )
:ss
COUNTY OF DADE )

The foregoing instrument was acknowledged before me this day of July,
1997 by JOSEPH NELSON, President of Jet Aviation Trading, Inc., a Florida
corporation, who is personally known to me or who produced N/A as
identification, and who did/did not take an oath.

Marion N. Koliniatis /s/ Marion N. Koliniatis
- ------------------------------------- ---------------------------------
Typed, Printed or Stamped Notary Public -- State of
Name of Notary Public Florida at large

My Commission expires: 6/7/99 [SEAL]

[NOTARY CERTIFICATES CONTINUED ON FOLLOWING PAGE]

<PAGE> 3

STATE OF NEW YORK )
:ss
COUNTY OF NEW YORK )

The foregoing instrument was acknowledged before me this 15th day of
July, 1997 by MICHAEL J. CIRILLO, President of Schuylkill Acquisition Corp., a
Florida corporation, who is personally known to me or who produced a passport as
identification, and who did/did not take an oath.

MARIO PAGAN /s/ MARIO PAGAN
- ------------------------------------- ---------------------------------
Typed, Printed or Stamped Notary Public -- State of New York
Name of Notary Public

[SEAL]

MARIO PAGAN
Notary Public State of New York
No. 01PA5058118
Qualified in New York County
Commission Expires April 1, 1998

<PAGE> 1
Exhibit 3.1

ARTICLES OF INCORPORATION

SCHUYLKILL ACQUISITION CORP.

The undersigned, a natural person competent to contract, does hereby

make, subscribe and file these Articles of Incorporation for the purpose of

organizing a corporation under the laws of the State of Florida.

ARTICLE I
CORPORATE NAME

The name of this Corporation shall be: SCHUYLKILL ACQUISITION CORP.

ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is c/o

Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900,

Fort Lauderdale, Florida 33301.

ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS

The general nature of the business to be transacted by this Corporation

shall be to engage in any and all lawful business permitted under the laws of

the United States and the State of Florida.

James M. Schneider, Esq., FL Bar #214338
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
Phone No: (954) 763-1200

<PAGE> 2

ARTICLE IV
CAPITAL STOCK

The maximum number of shares that this Corporation shall be authorized

to issue and have outstanding at any one time shall be 30,000,000 shares of

common stock, par value $.001 per share and three million (3,000,000) shares of

Preferred Stock having a par value of $.10 per share.

Series of the Preferred Stock may be created and issued from time to

time, with such designations, preferences, conversion rights, cumulative,

relative, participating, optional or other rights, including voting rights,

qualifications, limitations or restrictions thereof as shall be stated and

expressed in the resolution or resolution or resolutions providing for the

creation and issuance of such series of Preferred Stock as adopted by the Board

of Directors pursuant to the authority in this paragraph given.

ARTICLE V
TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE VI
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA

The Registered Agent and the street address of the initial Registered

Office of this Corporation in the State of Florida shall be:

James M. Schneider, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301

<PAGE> 1

ARTICLE VII
BOARD OF DIRECTORS

This Corporation shall have one (1) Director initially.

ARTICLE VIII
INITIAL DIRECTORS

The name and address of the initial Directors of this Corporation are:

Michael Cirillo
30 Broad Street, 43rd Floor
New York, NY 10004

The person named as initial Director shall hold office for the first year
of existence of this Corporation, or until his successors are elected or
appointed and have qualified, whichever occurs first.

ARTICLE IX
INCORPORATOR

The person and address of the person signing these Articles of
Incorporation as the Incorporator is James M. Schneider, Esq., c/o Atlas,
Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort
Lauderdale, Florida 33301.

ARTICLE X
INDEMNIFICATION

This Corporation may indemnify any director, officer, employee or agent of

the Corporation to the fullest extent permitted by Florida law.

<PAGE> 2

ARTICLE XI
AFFILIATED TRANSACTIONS

This Corporation expressly elects not to be governed by Section 607.0901 of

the Florida Business Corporation Act, as amended from time to time, relating to

affiliated transactions.

IN WITNESS WHEREOF, the undersigned incorporator has executed the

foregoing Articles of Incorporation on the 28th day of May, 1997.

/s/ James M. Schneider
--------------------------------
James M. Schneider, Incorporator

<PAGE> 3

CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE OF PROCESS

SCHUYLKILL ACQUISITION CORP., a corporation existing under the laws of the
State of Florida with its principal office and mailing address c/o Atlas,
Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort
Lauderdale, Florida 33301 has named James M. Schneider whose address is c/o
Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900,
Fort Lauderdale, Florida 33301 as its agent to accept service of process within
the State of Florida.

ACCEPTANCE:

Having been named to accept service of process for the above named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.

/s/ James M. Schneider
----------------------
James M. Schneider

<PAGE> 4
Exhibit 3.2

ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
JET AVIATION TRADING, INC.

1. Article II of the Articles of Incorporation of Jet Aviation Trading,
Inc., a Florida corporation ("Corporation") f/k/a Schuylkill
Acquisition Corp. filed with the Secretary of State of Florida on May
28, 1997, is hereby replaced in its entirety to read as follows:

"Article II

The principal office and mailing address of the
Corporation is 15675 Northwest 15th Avenue, Miami,
Florida 33301."

2. Article VI of the Articles of Incorporation of the Corporation is
hereby deleted.

3. The foregoing Amendment was adopted by the directors of the Corporation
on August 14, 1997, without shareholder approval as permitted by Fla.
Statutes, Section 607.1002.

IN WITNESS WHEREOF, the undersigned President and Secretary of this
Corporation have executed these Articles of Amendment this 14th day of August,
1997.

Jet Aviation Trading, Inc.
Attested:

/s/ Marion N. Kolinatis /s/ Joseph J. Nelson
- ---------------------------------- -----------------------------------
its Secretary its President and Director

MARION N. KOLINATIS JOSEPH J. NELSON
- ---------------------------------- -----------------------------------
ITS SECRETARY ITS PRESIDENT AND DIRECTOR

<PAGE> 1
Exhibit 3.3

AMENDED BYLAWS
OF
JET AVIATION TRADING, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of
the corporation shall be held during the month of December of each year or at
such other time designated by the Board of Directors of the corporation.
Business trans acted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Saturday,
Sunday or legal holiday, then the meeting shall be held on the first business
day thereafter.

Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than ten (10%) percent of all
the shares entitled to vote at the meeting. A meeting requested by shareholders
shall be called for a date not less than ten (10) nor more than sixty (60) days
after the request is made, unless the shareholders requesting the meeting
designate a later date. The call for the meeting shall be issued by the
Secretary, unless the President, Board of Directors, or Shareholders requesting
the meeting shall designate another person to do so.

<PAGE> 2

Section 3. Place. Meetings of shareholders shall be held at the
principal place of business of the corporation or at such other place as may be
designated by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on the new record date entitled to vote at such meeting.

<PAGE> 3

Section 6. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided by
law.
Section 7. Voting of Shares. Each outstanding share shall be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date thereof unless
otherwise provided in the proxy.

Section 9. Action by Shareholders Without a Meeting. Any action
required by law, these Bylaws, or the Articles of Incorporation of the
corporation to be taken at any annual or special meeting of shareholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, as is provided by law.

<PAGE> 4

ARTICLE II

DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of Florida or
shareholders of the corporation.

Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.

Section 4. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.

Section 5. Number of Directors. The corporation shall have a Board of
Directors of such number not less than two (2) nor more than seven (7), as shall
be determined and fixed by either the shareholders or the Board of Directors at
their annual meeting or at any special meeting of either the shareholders or the
Board of Directors called for that purpose.

Section 6. Election and Term. The persons named in the Articles of
Incorporation as the members of the initial Board of Directors shall hold office
until

<PAGE> 5

the first annual meeting of shareholders, and until their successors shall have
been elected and qualified or until their earlier resignation, removal from
office or death.

At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his earlier resignation, removal from office or death.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancies created by reason of an increase in the number of
directors, the remaining directors in office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy for the
unexpired term and until his successor shall be duly chosen.

Section 8. Removal of Directors. At an annual meeting or at a special
meeting of shareholders called expressly for that purpose, any director or the
entire Board of Directors may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors.

Section 9. Resignation. A director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation of such
officer shall take effect upon receipt thereof by the Board of Directors, and
the acceptance of the resignation shall not be necessary to make it effective.

Section 10. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The

<PAGE> 6

act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section 11. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.

Section 12. Place of meeting. Regular and special meetings of the Board
of Directors shall be held at the principal place of business of the corporation
or at such other place as may be designated by the President.

Section 13. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held immediately following the annual meeting of
shareholders and at such other times as the Board of Directors may determine.
Written notice of the time and place of meetings of the Board of Directors,
other than the regular annual meeting, shall be given to each director by either
personal delivery, telegram or cablegram at least three (3) days before the
meeting or by notice mailed to the director at least ten (10) days before the
meeting.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states,

<PAGE> 7

at the beginning of the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.

Neither the business to be transacted at, or the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

Meetings of the Board of Directors may be called by the President of
the corporation or by any one director. Members of the Board of Directors may
participate in a meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

Section 14. Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the

<PAGE> 8

minutes of the proceedings of the board or of the committee. Such consent shall
have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

Section 1. Officers. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person. The Board
of Directors shall have authority to fix the compensation of officers.

Section 2. Duties. The officers of this corporation shall have the
following duties:

The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.

The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render

<PAGE> 9

accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal, Resignation, Vacancy of Officers. An officer or
agent elected or appointed by the Board of Directors may be removed by the board
whenever in its judgment the best interests of the corporation will be served
thereby. An officer may resign at any time by delivering a written notice to the
Corporation. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in the corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in the corporation
shall be signed by the President or a Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of the corporation or a
facsimile thereof.

Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the

<PAGE> 10

person claiming the certificate of stock to be lost, stolen or destroyed and, at
the discretion of the Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties, if any, as the Board may
reasonably require.

ARTICLE V

BOOKS AND RECORDS

Section 1. Books and Records. The corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors.

The corporation shall keep at its registered office or principal place
of business a record of its shareholders, giving the names and addresses of all
shareholders and the numbers of the shares held by each.

Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefore at
least six (6) months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at lease
five (5%) percent of the outstanding shares of the corporation, upon written
demand stating the purpose thereof shall have the right to examine, in person or
by agent or attorney, records of accounts, minutes and records of shareholders
and to make extracts therefrom.

Section 3. Financial Information. The Corporation shall furnish its
shareholders with annual financial statements not later than four (4) months
after the

<PAGE> 11

close of each fiscal year. Such financial statements shall include a balance
sheet showing in reasonable detail the financial condition of the corporation as
of the close of its fiscal year, a profit and loss statement showing the results
of the operations of the corporation during its fiscal year and a statement of
cash flows for that year..

Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such financial statements.

The financial statements shall be filed in the registered office of the
corporation in Florida, shall be kept for at least five (5) years, and shall be
subject to inspection during business hours by any shareholders or holder of
voting trust certificates, in person or by agent.

ARTICLE VI

DIVIDENDS

The Board of Directors of the corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent, subject to the provisions of the
Florida Statutes.

ARTICLE VII

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be in
circular form.

<PAGE> 12

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall end on such date as shall be
determined by the Board of Directors.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed or added to by the vote
of the Board of Directors of this corporation at any regular meeting of the
Board, or at a special meeting of directors called for that purpose. These
Bylaws, and any amendments thereto, and new Bylaws added by the Board of
Directors, may be amended, altered or replaced by the shareholders at any annual
or special meeting of the shareholders.

ARTICLE X

INDEMNIFICATION

Section 1. Actions in General. The Corporation shall indemnify any
person who was or is party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or is or was
serving at the request of the Corporation as trustee or administrator or in

<PAGE> 13

any other fiduciary capacity under any pension, profit sharing, deferred
compensation or other plan, or any employee welfare benefit plan of the
Corporation. The indemnification shall be against expenses (including attorneys'
fees), judgment, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceedings, he had reasonable cause to believe that his
conduct was unlawful.

Section 2. Action By or In Right of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or is or was serving as a trustee or
administrator or in any other fiduciary capacity under any person,

<PAGE> 14

profit sharing, deferred compensation or other plan, or any employee welfare
benefit plan of the Corporation. The indemnification shall be against expenses
(including attorneys' fees) reasonably incurred by him in connection with the
defense and settlement of the action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which the person has been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the action or suit was
brought, or a court of equity in the county in which the Corporation has its
principal office, determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which the court shall deem
proper.

Section 3. Determination that Indemnification is Proper. Any
indemnification under Sections 1 or 2 of this Article (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Officer, employee,
agent, trustee, administrator or other fiduciary is proper in the circumstances
because he has met the applicable standard of conduct set forth in said Sections
1 or 2. The determination shall be made (1) by the Board of Directors by a
unanimous vote of all of the Directors then in office who were not parties to
the action, suit or proceeding, or, (2) if the disinterested Directors so
direct, the determination of the propriety of any

<PAGE> 15

indemnification under this Article shall be made, in a written opinion, by
independent legal counsel, (i.e., a lawyer who is not a Director, Officer,
employee or agent of the Corporation or such other corporation, partnership,
joint venture, trust or other enterprise, or is not or was not serving at the
request of the Corporation as a trustee or administrator or in any other
fiduciary capacity under any pension, profit sharing, deferred compensation or
other plan, or any employee welfare benefit plan of the Corporation, and who is
not a partner or professional associate of any Director, Officer, employee or
agent of the Corporation or such other corporation, partnership, joint venture,
trust or other enterprise), or (3) by the unanimous vote of all disinterested
Stockholders.

Section 4. Indemnification Against Expenses Incurred in Successful
Defense. Unless otherwise expressly provided by the Articles of Incorporation of
the Corporation, to the extent that a Director, Officer, employee, agent,
trustee, administrator or other fiduciary of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in Sections 1 or 2, or in defense of any claim, issue, or matter therein
mentioned, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, no
determination pursuant to Section 1 shall be required in such instance.

Section 5. Payment of Expenses in Advance of Final Disposition of
Action. Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final

<PAGE> 16

disposition thereof if authorized in the specific case by a preliminary
determination, following the procedures set forth in Section 3, that there is a
reasonable basis for a belief that the Director, Officer, employee, agent,
trustee, administrator or other fiduciary met the applicable standard of conduct
set forth in Sections 1 or 2, but only upon receipt of an undertaking by or on
behalf of the Director, Officer, employee, agent, trustee, administrator or
other fiduciary reasonably assuring that such amount will be repaid unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

Section 6. Non-Exclusive Right to Indemnity Inures to Benefit of Heirs
and Personal Representatives. The foregoing rights of indemnification shall be
in addition to all rights to which any such Director, Officer, employee, agent,
trustee, administrator or other fiduciary may be entitled as a matter of law,
and shall continue as to a person who has ceased to be such a Director, Officer,
employee, agent, trustee, administrator or other fiduciary and inure to the
benefit of the heirs and personal representatives of such person.

Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or is or was serving at the request of the Corporation as a trustee
or administrator or in any other fiduciary capacity under any pension, profit
sharing, deferred compensation or other plan, or any employee welfare benefit
plan of the Corporation, against any liability asserted against him and incurred
by him in any such capacity, or arising out

<PAGE> 17

of his status as such, whether or not the Corporation would have the power or
would be required to indemnify him against the liability under the provisions of
this Article or of the laws of this State.

Section 8. Gender. Whenever used in this Article X, the masculine
gender shall include the feminine and neuter genders.

Section 9. Certain Persons not to be Indemnified. Notwithstanding the
foregoing provisions of this Article X, the Corporation shall not indemnify any
bank, trust company, investment adviser, or any actuary against any liability
which they may have by reason of their acting as a "fiduciary" of any employee
benefit plan (as that term is defined in the Employee Retirement Income Security
Act, as amended from time to time) established for the benefit of this
Corporation's employees.

<PAGE> 1
Exhibit 4.1

FORM OF WARRANT

No. W____________ Number of Shares Subject to Warrant:_________

VOID AFTER 5:00 P.M. EASTERN DAYLIGHT TIME ON JUNE 30, 2002.

WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF
SCHUYLKILL ACQUISITION CORP.

THIS IS TO CERTIFY. that for value received.___________________________________
("Holder") is entitled to purchase, subject to the provisions of this Warrant
from Schuylkill Acquisition Corp., a Florida corporation ("Company").__________
shares of Common Stock, $.001 per value, of the Company ("Common Stock"), at an
exercise price per share equal to $4.50, at any time during the period
beginning June 1, 1997 (the "Commencement Date") and ending at 5:00 p.m.
Philadelphia, Pennsylvania time on June 30, 2002 (the "Termination Date"). The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

(a) Exercise of Warrant. Subject to the provisions of Section (h)
hereof, this Warrant may be exercised in whole or in part at any time or from
time to time on or after the Commencement Date until the Termination Date or,
if either such day is a day on which banking institutions in the State of
Florida are authorized by law to close, then on the next succeeding day which
shall not be such a day, by presentation and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, with
the Purchase Form annexed hereto duly executed and accompanied by payment of
the Exercise price for the number of shares specified in such form in lawful
money of the United States of America in cash or by official bank or certified
check made payable to Schuylkill Acquisition Corp. If this Warrant shall be
exercised in part only, the Company shall upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the shares purchasable thereunder.
Upon receipt by the Company of this Warrant at its office, or by the stock
transfer agent of the Company at its office, in proper form for exercise and
together with payment of the Exercise Price in the manner provided herein, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
or other securities issuable upon such exercise provided, however, that if at
the date of surrender of such Warrants and payment of such Exercise Price the
transfer books for the Common Stock or such other securities shall be closed,
the certificates for the shares or other securities in respect of which such
Warrants are then exercised shall be issuable as of the date on which such
books shall next be opened and until such date the Company shall be under

<PAGE> 2
no duty to deliver any certificate for such shares or other securities and the
Holder shall not be deemed to have become a holder or record of such shares or
the owners of such other securities.

(b) Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.

(c) Fractional Shares. The Company shall not be required to issue
fractions of shares on the exercise of Warrants. If any fraction of a share
would, except for the provisions of this Section, be issuable on the exercise of
any Warrant, the Company will (i) if the fraction of a share otherwise issuable
is equal to less than one-half, round down and issue to the Holder only the
largest whole number of shares of Common Stock to which the Holder is otherwise
entitled, or (ii) if the fraction of a share otherwise issuable is greater than
one-half, round-up and issue to the Holder one additional share of Common Stock
in addition to the largest whole number of shares of Common Stock to which the
holder is otherwise entitled.

(d) Exchange, Transfer, Assignment or Loss of Warrant. This Warrant
is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Subject to the provisions of Section (h),
upon surrender of this Warrant to the Company or the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any applicable transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Holder thereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of such indemnification as the Company may in its discretion
impose, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will execute and deliver a new Warrant of like tenor and date.

(e) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or in
equity and the rights of the Holder are limited to those expressed in the
Warrant are not enforceable against the Company except to the extent set forth
herein.

(f) Anti-Dilution Provisions. The Exercise Price and the number and
kind of securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time as hereafter provided.

(i) In the case of the Company issuing Common Stock as a dividend
upon Common Stock or in payment of a dividend thereon shall subdivide the
number of outstanding shares of its Common Stock into a greater number of
outstanding shares or shall contract the number

<PAGE> 3
of outstanding shares of its Common Stock into a lesser number of shares, the
Exercise Price then in effect shall be adjusted, effective at the close of
business on the record date for the determination of stockholders entitled to
receive such dividend or be subject to such subdivision or contraction, to the
price (computed to the nearest cent) determined by dividing (A) the product
obtained by multiplying the Exercise Price in effect immediately prior to close
of business on such record date by the number of shares of Common Stock
outstanding prior to such dividend, subdivision or contraction, by (B) the
number of shares of Common Stock outstanding immediately after such dividend,
subdivision or contraction.

(ii) If any capital reorganization or reclassification of the
capital stock of the Company (other than as set forth in subsection (i) of this
section (f), or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provisions
shall be made whereby the holder of each Warrant shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
specified in the Warrant and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented by such Warrant, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of
Common Stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented by such Warrant had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provision shall be made with respect to the rights and
interest of the Holder to the end that the provisions of the Warrants
(including, without limitation, provisions for adjustment of the Exercise Price
and of the number of shares issuable upon the exercise of Warrants) shall
thereafter be applicable as nearly as may be practicable in relation to any
shares of stock, securities, or assets thereafter deliverable upon exercise of
Warrants. The Company shall not effect any such consolidation, merger or sale
unless prior to or simultaneously with the consummation thereof, the successor
corporation purchasing such assets shall assume, by written instrument, the
obligation to deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled to
purchase.

(iii) Upon such adjustment of the Exercise Price pursuant to
subsection (i) of this Section (f), the number of shares of Common Stock
specified in each Warrant shall thereupon evidence the right to purchase that
number of shares of Common Stock (calculated to the nearest hundredth of a
share of Common Stock) obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable immediately prior to such adjustment upon exercise of such Warrant
and dividing the product so obtained by the Exercise Price in effect after such
adjustment.

(iv) Irrespective of any adjustments of the number or kind of
securities issuable upon exercise of warrants or the Exercise Price. Warrants
theretofore or thereafter issued may continue to express the same number of
shares of Common Stock and Exercise Price as are stated in similar Warrants
previously issued.

(v) The Company may, at its sole option, retain the independent
public accounting firm regularly retained by the Company, or another firm of
independent public

<PAGE> 4

accountants of recognized standing selected by the Company's Board of Directors,
to make any computation required under this Section (f), and a certificate
signed by such firm shall be conclusive evidence of any computation made under
this Section (f).

(vi) Whenever there is an adjustment in the Exercise Price
or in the number of kind of securities issuable upon exercise of the Warrants,
or both, as provided in this Section (f) the Company shall (i) promptly file in
the custody of its Secretary or Assistant Secretary a certificate signed by the
Chairman of the board of the President or Vice President of the Company and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company setting forth the facts requiring such adjustment and
the number and kind of securities issuable upon exercise of each Warrant after
such adjustment: and (ii) cause a notice stating that such adjustment has been
effected and stating the Exercise Price then in effect and the number and kind
of securities issuable upon exercise of each Warrant to be sent to each
registered holder of a Warrant.

(vii) The Exercise Price and the number of shares issuable
upon exercise of a Warrant shall not be adjusted except in the manner and only
upon the occurrence of the events heretofore specifically referred to in this
Section (f).

(viii) The Board of Directors of the company may without the
prior consent of the Holder reduce the Exercise Price or increase the number of
shares of Common Stock or other securities issuable upon exercise of the
Warrant.

(ix) No adjustment of the Exercise Price shall be made in
an amount of less than 1% of the Exercise Price in effect at the time such
adjustment is otherwise required to be made, but any such lesser adjustment
shall be carried forward and shall be made at the time and together with the
next subsequent adjustment which together with any adjustments so carried
forward, shall amount to not less than 1% of such Exercise Price.

(g) Redemption

(i) The Company shall have the right, upon thirty (30) days
written notice to call this Warrant for redemption, in whole or in part at a
call price of $0.5 per Warrant Share upon the occurrence of both of the
following events: (a) the listing of the Company's shares of Common Stock on a
securities exchange and (b) the Company's Common Stock trading in excess of
$5.25 per share for a ten day period.

(ii) In the event the Company shall desire to exercise its
right to so redeem the Warrants it shall mail a notice of redemption to each of
the Registered Holders of the Warrants to be redeemed first class postage
prepaid not later than the thirtieth (30th)day before the date fixed for
redemption at their last address as shall appear on the records of the Warrants.
Any notice mailed in the manner provided herein shall be conclusively presumed
to have been duly given whether or not the Registered Holder receives such
notice.

(iii) The notice of redemption shall specify (a) the
redemption price: (b) the date fixed for redemption: (c) the place where the
Warrant Certificates shall be delivered and the redemption price paid: and (d)
that the right to exercise the Warrant shall terminate at 5:00 p.m.
<PAGE> 5

(Eastern Daylight Time) on the business day immediately preceding the date fixed
for redemption. The date fixed for the redemption of the Warrants shall be the
Redemption Date. No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for such
redemption except as to a Holder (i) to whom notice was not mailed or (ii) whose
notice was defective. An affidavit of any agent of the company that notice of
redemption has been mailed shall, in the absence of fraud be prima facie
evidence of the facts stated therein. Any document of the notice, or affidavit
of the person making the hand delivery and any document evidencing delivery by
U.S. Mail to Holder's address such as a certified mail receipt, shall be
conclusive evidence of delivery of notice to Holder.

(iv) Any right to exercise a Warrant shall terminate at 5:00
p.m. (Eastern Daylight Time) on the business day immediately preceding the
Redemption Date. On or after the Redemption Date. Holders of the Warrants
shall have no further rights except to receive, upon surrender of the Warrant,
the Redemption Price.

(v) From and after the date specified for redemption the
Company shall at the place specified in the notice of redemption upon
presentation and surrender to the Company by or on behalf of the Registered
Holder thereof of one or more Warrants to be redeemed deliver or cause to be
delivered to or upon the written order of such Holder a sum in cash equal to
the redemption price of each such Warrant. From and after the date fixed for
redemption and upon the deposit or setting aside by the Company of a sum
sufficient to redeem all the Warrants called for redemption such Warrants shall
expire and become void and all rights hereunder and under the Warrant
certificates except the right to receive payment of the redemption price shall
cease.

(h) Transfer to Company with the Securities Act of 1933 and
Other Applicable Securities Laws. This Warrant or the Warrant Shares or any
other security issued or issuable upon exercise of this Warrant may not be sold
or otherwise disposed of unless the Holder provides the Company with an opinion
of counsel satisfactory to the Company in form satisfactory to the Company that
this Warrant or the Warrant Shares may be legally transferred without violating
the Act and any other applicable securities laws and then, if such opinion
states that certificates representing the Warrants or

<PAGE> 6

Warrants Shares being transferred shall be required to bear a legend restricting
further transfer only against receipt of an agreement of the transferee to
comply with the provisions of this Section (h) with respect to any resale or
other disposition of such securities.

SCHUYLKILL ACQUISITION CORP.

BY:
------------------------------

THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS BEEN
TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR
DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
RULES AND REGULATIONS THEREUNDER.

PURSUANT TO SECTION 203(d) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 AND TO
THE EXTENT IF ANY REQUIRED THEREBY THE PURCHASER OF THIS SECURITY WHICH IS A
RESIDENT OF THE COMMONWEALTH OF PENNSYLVANIA HEREBY AGREES NOT TO SELL THIS
SECURITY WITHIN TWELVE MONTHS AFTER THE DATE OF PURCHASE.

<PAGE> 7

PURCHASE FORM

Dated:
-----------------------------

The Undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing __________________ shares of Common Stock
and hereby makes payment of $_____________ in payment of the Exercise Price
thereof.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:
- --------------------------------------------------------------------------------
[Please typewrite or print]

Address:
-----------------------------------------------------------------------

- --------------------------------------------------------------------------------

Social Security or Tax I.D. Number:
---------------------------------------------

Signature:
----------------------------------------------------------------------

ASSIGNMENT FORM

FOR VALUE RECEIVED, _______________________________ hereby sells,
assigns and transfers unto:

Name:
- --------------------------------------------------------------------------------
[Please typewrite or print]

Address:
-----------------------------------------------------------------------

- --------------------------------------------------------------------------------

Social Security or Tax I.D. Number:
---------------------------------------------

the right to purchase Common Stock represented by this Warrant to the extent of

- --------------

<PAGE> 8
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint _______________________. Attorney to transfer the Shares
on the books of the Company with full power of substitution in _________________
the premises.

- -----------------------------------

- -----------------------------------
Signature Date

<PAGE> 1
Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into this 31st day of
October, 1996, and effective as of November 1, 1996 by and between JOSEPH
NELSON, whose address is 5565 Leitner Dr. East Coral Springs, Florida,
("Employee"), and JET AVIATION TRADING, INC., a Florida Corporation, whose
address is 1170 N.W. 163rd Drive, Miami, FL 33169 (hereinafter called "JET,
Employer or Company").

WITNESSETH:

WHEREAS, JET is in the business of buying and selling aircraft, engines
and parts and related products and materials (the "Business of Employer"); and

WHEREAS, Employee will be employed as President, Chief Executive
Officer and Director of JET and whose duties include responsibility for and
oversight of all day to day activities of JET and other functions; and

WHEREAS, JET does business, purchases inventory and has customers
throughout the world; and

WHEREAS, this Agreement sets forth in writing the understanding of the
parties agreed to between themselves to provide for the employment of Employee
upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the above and foregoing premises
and the employment of the Employee during the term hereof, the parties agree as
follows:

1. Recitals. The above-mentioned recitals are true and correct and are
incorporated herein and by reference made a part of this Agreement.

2. Revocation of Prior Agreements: The parties do hereby cancel and
revoke all prior agreements and understandings whether oral or written, relating
to the subject matter of this Agreement.

<PAGE> 2

3. Term of Employment. Subject to the provisions hereof, the Employer
hereby employs Employee for the period commencing as of November 1, 1996 and
continuing until October 31, 1999, (the "Term") or unless sooner terminated as
provided herein. Each 12 month period of employment hereunder, commencing
November 1, 1996, shall be called an "Employment Year." In the event the
Employee is still employed at the end of the Term, then this Agreement shall
automatically extend from month-to-month thereafter on all of these terms and
conditions except that paragraph 11(b) and 12(b)(ii) shall not apply.

4. Employment Duties. Employee shall serve the Employer as and in the
specific capacity of President, Chief Executive Officer and as a Director of the
Employer. Employee shall be in charge of and oversight of all operating
activities of the Employer and shall be responsible for general oversight and
management of the day to day operations of the Employer and such other duties as
may reasonably be required by the elected Board of Directors of JET (the
"Board"). Employee covenants and agrees to devote his full time and energies,
and his best efforts and business judgments exclusively to the business of the
Employer and to perform such duties to the best of his ability and to observe
all reasonable policies, rules and regulations as determined and imposed by the
Employer for operation of the Employer's business. The Employee shall report to
the Board, who shall direct, control and supervise the duties to be performed.

5. Vacation. Employee shall be entitled to two (2) weeks of vacation
time during each year of his employment, one week of which shall accrue every
six (6) months. Such vacation shall be with full pay and other benefits provided
hereunder. Vacation may be taken prior to accrual, but salary paid for any such
vacation not accrued will be returned by Employee at termination. The time of
vacation shall be selected in such manner as not to conflict with the Employer's
operations, and Employee's employment duties; however, Employer shall not
unreasonably constrain Employee's time of vacation. Employee shall give Employer
reasonable notice of his intended vacations. Up to one week of vacation may be
rolled-over to the following year if allotted vacation time was not used in the
previous year. In no event may Employee take more than two weeks of vacation in
a row. If allotted or rolled-over vacation is not fully used prior to
termination, Employee shall be compensated for such unused vacation.

6. Sick Leave. As determined by the Employer, the Employee shall be
entitled to a reasonable number of days of sick leave with full pay during each
calendar year.

7. Confidential Information. All records of the Employer which include,
but are not limited to, advertising, sales, other materials or articles of
information, including without limitation, data processing reports, computer
software and/or media containing Employer's confidential information, customer
lists, supplier lists, purchasing information, customer sales analysis and
patterns, invoices, price lists or information, samples, or any other materials
or data of any kind furnished to Employee

<PAGE> 3

by the Employer, acquired by Employee while employed by the Employer, or
developed by Employee on behalf of the Employer or at the Employer's direction
or for the Employer's use or otherwise in connection with Employee's employment
hereunder, are and shall remain the sole and confidential property of the
Employer. Employee acknowledges that such information is proprietary trade
secrets of Employer. All or any such materials and records shall hereinafter be
known as "Confidential Information." If the Employer requests the return of such
Confidential Information at any time during, at, or after the termination of
Employee's employment hereunder, Employee shall immediately deliver the same and
all copies or excerpts thereof to Employer.

8. Covenants During Employment. While employed by the Employer,
Employee agrees that he will not, without the written consent of the Board:

(a) Unless authorized to do so by the Board, make, draw, accept or
endorse any contract, lease, promissory note, or other instrument requiring the
payment of money by the Employer nor shall he use any money belonging to the
Employer or pledge its credit except in the usual and regular course of business
and exclusively on account, or for the benefit of the Employer;

(b) Release or discharge any debtor of the Employer without receiving
the full amount thereof;

(c) Make any statement or perform any act intended to advance an
interest of any existing or prospective competitor of the Employer in any way
that will or may reasonably be thought to injure an interest of the Employer in
its relationships and dealings with existing or potential customers or solicit
or encourage any other employee of the Employer to do any act that is intended
to be disloyal to the Employer or inconsistent with the Employer's best interest
or in violation of any provision of this Agreement;

(d) Compete in any manner directly or indirectly with the business of
the Company or in any field connected with aviation, aircraft, aircraft parts,
avionics or the like.

9. Nondisclosure. The Employee shall not, at any time during the term
of this Employment Agreement or at any time thereafter, except as may be
authorized by JET in writing disclose or make use of, directly or indirectly,
JET's customer list or supplier list or any other Confidential Information for
his own benefit, for the benefit of others engaged in the same business as JET
or for others who Employee believes or should reasonably believe might or could
enter into JET's business. Employee acknowledges the material adverse impact to
Employer due to any breach by Employee of these provisions, no matter how small,
and that any such breach shall cause him to forfeit any unpaid amounts set forth
in Paragraph 11(b)(ii) below.

<PAGE> 4

10. Non-Compete. a) In the event of termination of Employee's
employment with JET without cause or if Employee voluntarily leaves employment
and Employer elects to pay Employee Severance Pay under paragraph (12)(b) iii,
hereof , it is agreed that Employee will not, for a period of one year
thereafter, (the "Non-Compete Period") directly or indirectly, either as an
individual, employee, agent, partner, shareholder, owner or otherwise; (a) call
on, solicit or accept the Customers of JET (as defined below) for the purpose of
selling or the sale of those types of products which JET sold during the two
year period preceding Employee's termination, either for himself or for any
other person or competing business; or (b) call on, solicit or seek to purchase
supplies, materials or inventory for resale or use of the type purchased by JET
from the Vendors of JET (as defined below) or (c) be employed, consult for, or
in any way render services to any business engaged in the sale and or
distribution of the type of products which JET does or has sold or distributed
within the previous twelve month period and in any geographic area where JET
regularly does business at the time of Employee's termination from employment.
"Customers of JET" shall mean those persons or entities, including their
affiliates, parents, subsidiaries franchisers or franchisees, wherever located
in the world who purchased any of JET's products within the twelve month period
preceding Employee's termination, upon whom Employee called, with whom Employee
became acquainted, or whose name Employee learned during his employment with
JET. "Vendors of JET" shall mean those person or entities including their
affiliates, parents, subsidiaries, franchisers or franchisees, who sold raw or
finished goods or supplies to JET within the twelve month period preceding
Employee's termination, upon whom Employee called, with whom Employee became
acquainted, or whose name Employee learned during his employment with JET.

11. Compensation.

(a) Basic Compensation In each year of Employee's Term of Employment:
Employee shall receive as basic compensation ("Basic Compensation") for all
services rendered by the Employee hereunder, an annual salary during each
Employment Year, or prorated for a partial Employment Year of $160,000, payable
in accordance with the customary payroll practices of Employer, but in no event
less frequently than semi-monthly.

At the end of each Employment Year, Employee and Employer shall
negotiate in good faith any increase in Basic Compensation as may be appropriate
for the next Employment Year.

(b) Bonuses: In addition to the amounts paid to Employee pursuant to
(a) above, if Employee is still employed by Employer on October 31, 1997, and at
the end of each fiscal year thereafter, Employee shall be entitled to a cash
bonus based upon the Employer's results of operations for the fiscal year ending
October 31, 1997 and each fiscal year thereafter that Employee is still employed
hereunder, on the following terms and conditions:

<PAGE> 5

Employee shall be entitled to a bonus of 3% of the Pre Tax Net Income
of Employer, for such fiscal year.

"Pre-Tax Net Income of Employer" shall be defined as net income of
Employer determined under generally accepted accounting principles,
consistently applied, after deducting Employee's compensation,
including this bonus.

Employee agrees that one-half of the bonus amount in excess of $25,000
annually earned by Employee shall be applied to reduce the outstanding
balance of Employee's obligation under his promissory note given
pursuant to paragraph 11(c) below.

(c) Upon execution hereof, the Company will honor Employee's
subscription for 192,000 shares of the Company's Common Stock. The Company will
issue such shares upon delivery to the Company of Employee's promissory note in
the principal amount of $80,000 payable together with accrued interest at the
Applicable Federal Rate for demand obligations in effect at the date this
Employment Agreement is executed, as determined by the Internal Revenue Service,
per annum, upon demand.

(d) Health Insurance and Benefits: During the Term, Employer shall pay
for Employee's health insurance coverage under the Employer's group health
insurance plan in effect for the employees of the Company and such other
benefits as are commensurate with executives in Employee's position.

(e) Employee shall be granted options to purchase 30,000 shares of the
Common Stock of the Company under the stock option plan of the Company duly
adopted by the Board. Such options shall vest 10,000 shares per year commencing
one year from the date hereof in accordance with said stock option plan.

(d) Deductions from Compensation: Any amounts payable to Employee
hereunder shall be subject to reduction and withholding for Social Security,
withholding taxes, and any other such taxes or deductions as may from time to
time be required to be withheld by Employer pursuant to applicable governmental
authority.

<PAGE> 6

12. Termination.

(a) General:

This Agreement shall terminate upon the Employee's termination of
employment, but the terms of the paragraphs herein which contemplate acts, the
restraint of acts, or payments after the termination or expiration hereof, and
the representations and warranties made herein, shall survive the termination of
this Employment Agreement for any reason. Employee's employment hereunder shall
be terminated upon the happening of any of the following events:

(1) the death of the Employee;

(2) the permanent disability of the Employee, as more fully
discussed in Article 13 hereof;

(3) upon the expiration of the Term of this Employment
Agreement according to its terms; (4) for cause; for these purposes, "cause"
shall include:

(i) the conviction of Employee of a crime involving
moral turpitude;

(ii) an act of dishonesty either involving
Employee's employment or harmful to Employer
or other employees, including fraud,
misappropriation, embezzlement or the like;

(iii) the misfeasance, malfeasance or non-feasance
of Employee in carrying out the duties of
Employee's employment with Employer, not
cured within thirty (30) days prior notice.

(b) Payments Upon Termination:

i. Death or Disability. Upon termination of Employee's
employment hereunder at the end of the Term or because of the death or permanent
disability of Employee, Employee or in the event of his death or his mental
incapacity his personal representative, shall be paid his Basic Compensation
hereunder, prorated through the date of termination. In addition if termination
of this Agreement is due to the death of the Employee, his estate shall be
entitled to the payment of the Employee's Basic Compensation for sixty (60) days
after the date of Employee's death.

<PAGE> 7

ii. Termination For Cause or Voluntary Leaving. Upon
termination of Employee's employment hereunder for cause or voluntary leaving,
as compensation for services rendered during the term of this Agreement to the
date of termination, Employee shall be paid his Basic Compensation hereunder
prorated through the date of termination, and no other amounts hereunder. Any
amounts which have been prepaid will be returned by Employee or his personal
representative.

iii. Dismissal. Upon termination of Employee's employment
hereunder, for reasons not for cause, death, permanent disability, his voluntary
leaving or the expiration of the Term hereof, such reasons to include, without
limitation, the dismissal of the Employee by Employer for reasons not for cause,
or the dissolution of the Employer, Employee shall be entitled to receive his
Basic Compensation for twelve (12) months payable no less often than
semi-monthly following Termination of Employee's employment under this
Employment Agreement immediately above, ("Severance") and such amounts as he may
be entitled to as are set forth in paragraph 11 prorated, annualized and
calculated through the date of Termination. If Employee voluntarily leaves, at
Employer's election it may pay Employee Severance Pay for so long as Employee
does not compete with Employer under the terms of Paragraph 10 hereof. These
payments shall cease however should Employee breach the provisions of paragraphs
7, 9 or 10 hereof, in addition to the other remedies therefor of Employer
hereunder.

13. Disability.

(a) In the event that Employee incurs a disability of either a
physical or mental character which, in the opinion of a physician selected by
the Employer, which physician shall be approved by Employee (which approval
shall not be unreasonably withheld), renders him disabled from performing the
usual and customary duties to be rendered hereunder or heretofore rendered by
Employee, he shall receive his full Basic Compensation for the first ninety (90)
days or any part thereof of continuous disability.

(b) No disability shall be deemed to exist until after
Employee shall be unable to perform his duties for thirty (30) consecutive days;
but after such disability continues for thirty (30) consecutive days, then the
same shall be deemed to have existed from the first day of such disability.

(c) If the Employee does not recover and resume his duties
within ninety days from the date he is deemed to have become disabled, Employee
may, unless the physician selected in paragraph 11(a) above certifies that
Employee is again capable of performing his usual and customary duties with or
without reasonable accommodation, at the election of the Board of Directors, be
deemed to have become permanently disabled at the beginning of such disability.

<PAGE> 8

(d)(i) If Employee shall have been disabled and shall have
returned to work after the end of such disability, any recurrence of the same
disability commencing within one hundred eighty (180) days of the termination of
the prior period of disability shall be deemed to be a continuation of the prior
disability, and the periods of all such disabilities shall be added together to
determine the rights of the parties hereunder.

(ii) If Employee shall have been disabled and shall have
returned to work after the end of such disability, any new and unrelated
disability occurring thereafter shall be treated as if the previous and
unrelated disability had not occurred.

(e) Services During Disability: During the period that
Employee shall be entitled to receive payments under this Article, and to the
extent that he is physically and mentally able to do so, he shall furnish
information and assistance to the Employer and comply with the provisions
hereof; and, in addition, upon reasonable request in writing on behalf of the
President he shall make himself available to the Employer to undertake
reasonable assignments consistent with the dignity, importance and scope of his
prior position and his physical and mental health.

14. Reformation. If elements of the agreements set forth in the above
paragraphs would otherwise be determined to be invalid or unenforceable by a
court of competent jurisdiction, the parties intend and agree that such court
shall exercise its discretion in reforming the elements of this Agreement to the
end that Employer and Employee shall be subject to an employment agreement, a
nondisclosure covenant and related covenants as close as possible to the terms
in the paragraphs above and which are enforceable by Employer or Employee.

15. Essence. Employee agrees that the covenants and agreements
contained herein are the essence of this Agreement and that such covenants and
agreements are reasonable and necessary to protect and preserve the interests
and properties of Employer and Employee; that irreparable loss and damage will
be suffered by Employer should Employee breach any of such covenants and
agreements; that each of such covenants and agreements is separate, distinct and
severable, not only from the other of such covenants and agreements but also
from the other and remaining provisions of this agreement; that the
enforceability of any such covenant or agreement shall not affect the validity
or enforceability of any other such covenants or agreements or provisions of
this Agreement and that the covenants and agreement shall be fully enforceable
irrespective of how long Employee has been in the employment of Employer.

<PAGE> 9

16. Remedies.

(a) Employee agrees and understands that Employer has acted in reliance
on the provisions of this Agreement in employing Employee and would not continue
to employ Employee if Employee did not execute this Agreement.

(b) In the event that Employee shall breach any or all of the covenants
and agreements set forth in paragraph 9 or 10 subsequent to the termination of
his employment, Employee agrees that the running of the period of restrictions
set forth in paragraphs 9 or 10 shall be tolled during the continuation(s) of
any such breach or breaches by the Employee and the running of the period of
such restrictions shall commence or commence again only upon compliance by the
Employee with the terms of the applicable paragraphs breached.

(c) Employee agrees that in the event he shall breach any of the above
covenants and agreements, damage to Employer shall be presumed in any legal
action by Employer against Employee for damages. Employer shall be entitled to
collect actual damages caused by Employee's breach of any of the covenants and
agreements. In addition to the above remedy and other remedies available to it,
Employer shall be entitled to both permanent and temporary injunctions, without
the posting of a bond and without the need to prove irreparable harm, to prevent
a breach or contemplated breach by Employee of any of the above covenants or
agreements.

18. Miscellaneous.

(a) Binding Agreement: All the terms, covenants, representations,
warranties and conditions of this Agreement shall be binding upon and inure to
the benefit of, and be enforceable by, the parties hereto and their respective
successors, heirs at law, legatees, distributees, executors, administrators and
other legal representatives.

(b) Waiver: No term or condition of this Agreement shall be deemed to
have been waived nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition for the future or as to any
act other than that specifically waived.

(d) Severability: If, for any reason, any provision of this Agreement
is held invalid, such invalidity shall not affect any other provision of this
Agreement not held to be invalid, and each such other provision shall to the
full extent consistent with law continue in full force and effect.

<PAGE> 10

(e) Notices: All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, given by prepaid
telegraph or mailed first class, postage prepaid, registered or certified mail,
return receipt requested, to Employer or Employee at their respective addresses
set forth in this Agreement or to any other address of which notice of the
change is given to the parties hereto.

(f) Governing Law. The construction, interpretation, validity and
performance of this Employment Agreement shall be governed by the laws of the
State of Florida. The parties agree that venue for any action shall be in Dade
County, Florida.

(g) Entire Agreement. This instrument contains the entire agreement
between the parties hereto with respect to the subject matter hereof and no
prior or collateral promises or conditions in connection with or with respect to
the subject matter hereof not incorporated herein shall be binding upon the
parties hereto.

(h) Modification. No modification, extension, renewal, rescission,
termination or waiver of any of the provisions contained herein or any future
representation, promise or condition in connection with the subject matter
hereof, shall be binding upon any of the parties unless made in writing and duly
executed by the parties or their authorized representative.

(i) Headings. The section and paragraph headings contained in this
Employment Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this document.

(j) Attorney's Fees and Expenses. Employer and Employee agree that, if
either party has to employ an attorney to enforce this Agreement, the
non-prevailing party shall pay reasonable costs, expenses, attorney's fees and
paralegal fees through and including any appeals, settlement or negotiations
required to enforce this Employment Agreement incurred by the prevailing party.

(k) Material Inducement. Employer and Employee agree and understand
that both parties hereto have acted in reliance on this Employment Agreement in
executing this Agreement and the covenants contained herein are a material
inducement for both parties hereto to do so.

(l) Survival. The terms of the paragraphs herein which contemplate
acts, the restraint of acts, or payments after the termination or expiration
hereof and the representations and warranties made herein shall survive the
termination of this Agreement or Employee's employment hereunder for any reason.

<PAGE> 11

IN WITNESS WHEREOF, the Employer has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers hereunto duly
authorized, and Employee has signed this Agreement all as of the day and year
first above written.

EMPLOYER

Attest: JET AVIATION TRADING, INC.

By: /s/ Marion N. Kolinatis By: /s/ Allen Beni
- --------------------------- --------------------------------
its Secretary
Title: V.P. Allen Beni
-----------------------------

(Corporate Seal)

Witnesses:

/s/ Allen Beni /s/ Joseph Nelson
- --------------------------- ------------------------------------
Allen Beni JOSEPH NELSON

<PAGE> 1
Exhibit 10.2

BUSINESS LEASE

THIS AGREEMENT, entered into this 1st day of January, 1997 between
West Tropical Investment Corp. hereinafter called the lessor or landlord, party
of the first part, and Jet Aviation Trading Inc. of the County of Dade and
State of Florida hereinafter called the lessee or tenant, party of the second
part:

WITNESSETH, that the said lessor or landlord does this day lease unto
said lessee, and said lessee does hereby hire and take as tenant ____ under
said lessor the following described premises: Describe type of property,
address, etc.)

WAREHOUSE and offices consisting of Approximately 13560 Sq. Feet.
15675 NW 15 Ave., Miami Fl. 33169

situate in Dade county State of Florida, to be used and occupied by the lessee
as Warehouse and offices, and for no other purposes or uses whatsoever, for the
term of four years, subject and conditioned on the provisions of clause ten of
this lease beginning the 1st day of January 1997, and ending the 31st day of
December 2000, at and for the agreed total rental of Fifty Eight Thousand Nine
Hundred Seven and 88/100 Dollars.
Payable annually as follows:
Office : 2550 Square Feet at $5.50/sq.ft.--$168.75 Per month
plus applicable sales tax.
Warehouse : 11010 Square Feet at $3.75/sq.ft.--$3,440.63 Per
month plus applicable sales tax.
Total monthly payment is $4,908.99 (Including sales tax of
6.5%)

all payments to be made to the lessor on the first day of each and every month
in advance without demand at the office of West Tropical Investments Corp. in
the City of Hollywood, Florida or at such other place and to such other person,
as the lessor may from time to time designate in writing.

The following express stipulations and conditions are made a part of
this lease and are hereby assented to by the lessee:

FIRST: The lessee shall not assign this lease, nor sub-let the
premises, or any part thereof nor use the same, or any part thereof, not permit
the same, or any part thereof, to be used for any other purpose than as above
stipulated, nor make any alterations therein, and all additions thereto,
without the written consent of the lessor, and all additions, fixtures or
improvements which may be made by lessee, except movable office furniture,
shall become the property of the lessor and remain upon the premises as a part
thereof, and be surrendered with the premises at the termination of this lease.

SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the lessee or owner thereof, and lessor shall
not be liable for any damage to said personal property, or to the lessee
arising from the bursting or leaking of water pipes, or from any net of
negligence of any co-tenant or occupants of the building or of any other person
whensoever.

THIRD: That the tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their Departments and
Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisances or other grievances, in, upon, or connected with said
premises during said term; and shall also promptly comply with and execute all
rules, orders and regulations of the applicable fire prevention codes for the
prevention of fires, at Tenant's own cost and expense. Tenant's liability shall
be limited from the commencement of this lease.
<PAGE> 2
FOURTH: In the event the premises shall be destroyed or so damaged or
injured by fire or other casualty during the Life of this agreement, whereby
the same shall be rendered untenantable, then the lessor shall have the right to
render said premises tenantable by repairs within ninety days therefrom. If
said premises are not rendered tenantable within said time, it shall be optional
with either party hereto to cancel this lease, and in the event of such
cancellation the rent shall be paid only to the date of such fire or casualty.
The cancellation herein mentioned shall be evidenced in writing.

FIFTH: The prompt payment of the rent for said premises upon the dates
named, and the faithful observance of the rules and regulations printed upon
this lease, and which are hereby made a part of this covenant, and of such
other and further rules or regulations as may be hereafter made by the lessor,
are the conditions upon which the lease is made and accepted and any failure on
the part of the leasee to comply with the terms of said lease, or any of said
rules and regulations now in existence, or which may be hereafter prescribed by
the lessor, shall at the option of the lessor, work a forfeiture of this
contract, and all of the rights of the lessee hereunder.

SIXTH: If the lessee shall abandon or vacate said premises before the end
of the term of this lease, or shall suffer the rent to be in arrears, the
lessor may, at his option, forthwith cancel this lease or he may enter said
premises as the agent of the lessee, without being liable in any way therefor,
and relet the premises with or without any furniture that may be, therein, as
the agent of the lessor, at such price and upon such terms and for such
duration of time as the lessor may determine, and receive the rent therefor,
applying the same to the payment of the rent due by these presents, and if the
full rental herein provided shall not be realized by lessor over and above the
expenses to lessor in such re-letting, the said lessee shall pay any
deficiency, and if more than the full rental is realized lessor will pay over
to said lessee the excess of demand.

SEVENTH: Lessee agrees to pay the cost of collection and ten per cent
attorney's fees on any part of said rental that may be collected by suit or by
attorney, after the same is past due.

EIGHTH: The lessee agrees that he will pay all charges for rent, gas,
electricity or other illumination, and for all water used on said premises,
and should said charges for rent, light or water herein provided for at any
time remain due and unpaid for the space of five days after the same shall have
become due, the lessor may at his option consider the said lessee tenant at
sufferance and the entire rent for the rental period then next ensuing shall at
once be due and payable and may forthwith be collected by distress or otherwise.

NINTH: The said lessee hereby pledges and assigns to the lessor all the
furniture, fixtures, goods and chattels of said lessee, which shall or may be
brought or put on said premises as security for the payment of the rent herein
reserved, and the lessee agrees that the said lien may be enforced by distress
foreclosure or otherwise at the election of the said lessor, and does hereby
agree to pay attorney's fees of ten percent of the amount so collected or found
to be due, together with all costs and charges therefore incurred or paid by
the lessor.

ELEVENTH: The lessor, or any of his agents, shall have the right to enter
said premises during all reasonable hours, to examine the same to make such
repairs, additions or alterations as may be deemed necessary for the safety,
comfort, or preservation thereof, or of said building, or to exhibit said
premises, and to put or keep upon the doors or windows thereof a notice "FOR
RENT" at any time within thirty (30) days before the expiration of this lease.
The right of entry shall likewise exist for the purpose of removing placards,
signs, fixtures, alterations, or additions, which do not conform to this
agreement, or to the rules and regulations of the building.

TWELFTH: Lessee hereby accepts the premises in the condition they are in
at the beginning of this lease and agrees to maintain said premises in the same
condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said lessor immediately upon demand, any damage
to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the building, caused by any act or neglect
of lessee, or of any person or persons in the employ or under the control of the
lessee.

THIRTEENTH: It is expressly agreed and understood by and between the
parties to this agreement, that the landlord shall not be liable for any damage
or injury by water, which may be sustained by the said tenant or other person
or for any other damage or injury resulting from the carelessness, negligence,
or improper conduct on the part of any other tenant or agents, or employees, or
by reason of the breakage, leakage, or obstruction of the water, sewer or soil
pipes, or other leakage in or about the said building.

FOURTEENTH: If the lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the lessee, before the end of said
term the lessor is hereby irrevocably authorized at its option, to forthwith
cancel this lease, as for a default. Lessor may elect to accept rent from such
receive, trustee, or other judicial officer during the term of their occupancy
in their fiduciary capacity without affecting lessor's rights as contained in
this contract, but no receiver, trustee, or other judicial officer shall ever
have any right, title or interest in or to the above described property by
virtue of this contract.

FIFTEENTH; Lessee hereby waives and renounces for himself and family any
and all homestead and exemption rights he may have now, or hereafter, under or
by virtue of the constitution and laws of this State, or of any other State, or
of the United States, as against the payment of said rental or any portion
hereof, or any other
<PAGE> 3
SIXTEENTH: This contract shall bind the lessor and its assigns or
successors, and the heirs, assigns, personal representatives, or successors as
the case may be, of the lessee.

SEVENTEENTH: It is understood and agreed between the parties hereto that
time is of the essence of this contract and this applies to all terms and
conditions contained herein.

EIGHTEENTH: It is understood and agreed between the parties hereto that
written notice mailed or delivered to the premises leased hereunder shall
constitute sufficient notice to the lessee and written notice mailed or
delivered to the offices of the lessor shall constitute sufficient notice to
the lessor, to comply with the terms of this contract.

NINETEENTH: The rights of this lessor under the foregoing shall be
cumulative, and failure on the part of the lessor to exercise promptly any
rights given hereunder shall not operate to forfeit any of the said rights.

TWENTIETH: It is further understood and agreed between the parties hereto
that any charges against the lessee by the lessor for services or for work done
on the premises by order of the lessor or otherwise .... under this contract
shall be considered as rent due and shall be included in any lien for rent due
and unpaid.

TWENTY-FIRST: It is hereby understood and agreed that any signs of
advertising to be used, including awnings, in connection with the premises
leased hereunder shall be first submitted to the lessor for approval before
installation of same.

TWENTY-SECOND: RADON GAS NOTIFICATION (the following notification may be
required in some ....: Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.

See Attached Addendum:

In Witness Whereof, the parties hereto have executed this instrument for
the purposes herein expressed, the day and year above written.

Signed, sealed and delivered in the presence of:

By: /s/
- -------------------------------- -------------------------------
Witness Signature (as to Lessee) Witness Signature

- -------------------------------- --------------------------------
Printed Name Printed Name

By: /s/
- -------------------------------- --------------------------------
Witness Signature (as to Lessee) Witness Address
3100 N. 29th Court
Hollywood, FL 33020

/s/
- -------------------------------- -------------------------------
Printed Name Witness Signature

Jet Aviation Trading, Inc.
- -------------------------------- -------------------------------
Witness Signature (as to Lessee) Printed Name

By: /s/ Joseph Nelson
- -------------------------------- --------------------------------
Printed Name Witness Address
15675 NW 15 Ave.
Miami, FL 33169
- --------------------------------
Witness Signature (as to Lessee)

- --------------------------------
Printed Name

STATE OF FLORIDA )
COUNTY OF ) I hereby Certify that on this day
before me, an officer duly
authorized to administer oaths and take acknowledgement, personally appointed
Joseph J. Nelson known to me to be the person ----- described in and whos -----
the foregoing ----- who ---- before me that he .... the same and on oath was
not taken, said person(s) is/... personally known to me ... provided the
following type of identification Drivers License

Notary Public Stamp Witness my hand and official seal in
the County and State said aforesaid
this 4th day of November, 1997

/s/ Marion N. Koliniatis
---------------------------------------
Notary Signature

Marion N. Koliniatis
---------------------------------------
Printed Name
<PAGE> 4
ADDENDUM

ARTICLE TWENTY THIRD: INSTALLATIONS

Tenant shall not make any additions, alterations or improvements in or to
the Demised Premises without Landlord's written consent. Landlord shall not
unreasonably withhold consent. For any improvement, addition or alteration made
by the Tenant the Landlord agrees not to charge Tenant for disassembly or
removal of such alteration.

ARTICLE TWENTY FOURTH: UTILITIES

Landlord shall provide necessary mains, ducts and conduit in order to
bring electric service to the demised Premises, however, Tenant shall pay for
all electric usage directly to the utility company. Landlord shall not be
liable for any failure or interruptions of such services and may interrupt same
in order to repair or alter any portion of the warehouse building. Tenant
shall pay the water usage bill for the entire building comprising of the
Demised portion of the building not leased by Tenant. Nothing contained herein
shall be construed as an obligation of Landlord to continue to supply water and
sewer service.

ARTICLE TWENTY SIXTH: LIABILITY INSURANCE

Tenant shall, at its own expense, during the term hereof, maintain and
deliver to Landlord public liability and property damage and insurance policies
with respect to the Demised Premises, in which both Landlord and Tenant shall
be named as parties covered thereby, within the limits of $500,000.00 for injury
or death to any one person and $1,000,000.00 for any one accident and
$300,000.00 with respect to damage to property. Such policy or policies shall
be in such form and with such insurance companies as shall be to Landlord of
cancellation; and, at least 15 days before the expiration of any such policy,
Tenant shall supply Landlord with a substitute therefore, with evidence of
payment of the premium thereof.
<PAGE> 5

ARTICLE TWENTY SEVENTH: OPTION TO RENEW

Tenant shall have the option, to be exercised by written notice to
Landlord at least six months prior to the expiration of the original term of
this lease, to renew this lease for two additional one year options upon all of
the terms and conditions provided in the original lease. For the purposes of
Cost of Living Adjustment Article, there shall be three (3) "adjustment months"
during the renewal period, which shall be the month during each year of the
renewal period which corresponds with the month in which the term of this lease
first commenced, so that there shall be a cost of living adjustment as provided
herein during each option year of the renewal period, including the first year
thereof.

For purposes of application of the cost of living increase during the
option period the basic monthly rental shall be the original monthly rental
under the lease and not the basic monthly rental payable during the initial
option period.

Tenant shall have the right to exercise two option periods as long as
Tenant is not in default of this agreement.

ARTICLE TWENTY EIGHTH: LANDLORD'S WORK

Landlord reserves the right from time to time to make changes, additions
and elimination in and to the buildings and common areas in and around the
warehouse building, provided same do not unreasonably interfere with Tenant's
use of the Demised Premises.

ARTICLE TWENTY NINTH: TAX INCREASE

If the real estate taxes payable on the land and building comprising the
warehouse building properly shall be increased for any tax year over the amount
of such taxes payable for the tax year immediately following the year in which
this Lease is executed (such tax year being hereinafter called "base year" and
the taxes payable in the base year being hereinafter called basic taxes"),
Tenant shall pay to Landlord as additional rent, within 10 days after Landlord
shall notify Tenant of such increase, an amount equal to Tenants' proportionate
share of the tax increase in the ratio that Tenant's floor area bears to the
floor area of all rented and rentable space in the warehouse building. Landlord
shall take the benefit of the provisions of any statute or any ordinance
permitting any such assessment to be paid over a period of time, and Tenant
shall be obligated to pay only the said portion of the installments of any
such assessments which shall become due and payable during the term of this
Lease. Base year is 1997.
<PAGE> 6
ARTICLE THIRTY: ASSESSMENTS

Tenant shall also pay to Landlord as additional rent, within 10 days after
Landlord shall give Tenant notice of the existence thereof, Tenant's
proportionate share of any assessments of installments thereof for public
betterments or improvements which may be levied on the land or buildings
comprising the warehouse building and which are not deductible from any
condemnation award. Tenant's proportionate share shall be in the ratio that
Tenants' floor area bears to the floor area of all rented and rentable space in
the warehouse building. Landlord shall take the benefit of the provisions of
any statute or ordinance permitting any such assessment to be paid over a
period of time, and Tenant shall be obligated to pay only the said portion of
the installments of any such assessments which shall become due and payable
during the term of this lease. Base year is 1997.

ARTICLE THIRTY FIRST: INSURANCE INCREASES

If the insurance premiums payable by Landlord on the fire, windstorm and
extended coverage insurance policy carried by Landlord, covering the warehouse
building in which the Demised Premises are located, shall be increased for any
year over the amount of such insurance premiums for the year immediately
following the year in which this Lease is executed (such year being hereinafter
called "Base Year" and the insurance premium payable in the Base Year being
hereinafter called the "Basic Premium"), Tenant shall pay to Landlord as
additional rent within 10 days after Landlord shall notify Tenant of such
increase, an amount equal to the proportion of the insurance premium increase in
the ratio that Tenant's floor area bears to the floor area of all rented and
rentable space in the warehouse building. Base year in 1997.

ARTICLE THIRTY FIRST: SUNSHINE STATE INDUSTRIAL PARK

Tenant agrees that, during the term hereof, it will pay as additional rent
its proportionate share of any assessments imposed by Sunshine State Industrial
Park Association, Inc. in furtherance of its purposes as set forth in said
Declaration dated December 28, 1958. If Landlord shall so require, the Tenant
shall pay the Association directly.

ARTICLE THIRTY SECOND: COST OF LIVING ADJUSTMENT

Commencing with each of the "adjustment months" described below Tenant
shall pay as additional rent, an amount computed in accordance with the
following provisions:
<PAGE> 7
(A) Landlord shall compute the percentage increase, if any, of the
cost of living for each year based upon the "Consumer Price Index Cities"
(1967-100)(hereinafter called the "Index"), published by the Bureau of Labor
Statistics of the United States Department of Labor. The index number
indicated in the column for U.S. city Average entitled "All Items" for said
month shall be the "current index number", and the corresponding index number
for the month immediately preceding the month in which the term of this Lease
commences shall be the "base index number". The excess of the current index
number over the base index number, expressed in a percentage, shall be
multiplied by the minimum rent payable hereunder, and the resulting amount
shall be the increase required to be determined hereunder. The minimum rent as
so adjusted shall be due and payable to Landlord in equal monthly installments
commencing with the month after the month with respect to which such
computation shall have been made.

(B) If publication of the Index shall be discontinued, the parties
shall accept comparable statistics on the cost of living as shall then be
computed and published by an agency of the United States, or, if none, by a
respected financial periodical selected by the parties, or, if they cannot
agree, by arbitration.

(C) There shall be four (4) adjustment months, each of which shall be
the month which is the annual anniversary of the month when the term of this
lease commenced, so that there shall be a cost of living adjustment for each
year during the term of this lease as well as any option periods, if any,
commencing with the first month of the second year of the lease term.

(D) Provided, however, during the initial term and any exercised
option period of this lease the annual rent shall never be increased in any
single year by more than 5% of the minimum rental due in the preceding year.
The minimum increase shall be 2%. Therefore, the annual base rent shall be
increased annually by at least 2%, but not more than 5%.

ARTICLE THIRTY THIRD: SECURITY

The Tenant has this day deposited with the Landlord the first and last month's
rent in the sum of $9,817.98, as security for the full, and faithful
performance by Tenant of all of the terms, covenants and conditions of this
lease upon Tenant's part to be performed, which said sum shall be returned to
Tenant 10 days after the time fixed as the expiration of the term hereof,
provided that Tenant has fully and faithfully carried out all of said terms,
covenants and conditions on Tenant's part to be performed. Landlord shall have
the right, but not obligation to apply any part of said deposit to cure any
default of Tenant;
<PAGE> 8
and, if Landlord does so, Tenant shall, upon demand, deposit with Landlord the
amount so applied, so that Landlord shall have the full deposit on hand at all
times during the term of this lease. In the event of a sale of the building or
lease of the land on which it stands, subject to this lease, Landlord shall
have the right to transfer the security to the vendee or lessee, and, Landlord
shall be considered released by Tenant from all liability for the return of
such security and Tenant shall look to the new Landlord solely for the return
of said security, and it is agreed that this shall apply to every transfer or
assignment made of the security to a new Landlord. The security deposited
under this lease shall not be mortgaged, assigned or encumbered by Tenant
without the written consent of Landlord, an any attempt to do so shall be void.

One half of the security deposit will be considered last months rent.
This will be used as the last months rent only if tenant is in good standing,
and not in default of the lease agreement. The tenant will be responsible for
the deficit of the rental amount due to cost of living adjustments. If Tenant
shall lease from Landlord additional space in the building, Tenant shall pay
additional security deposit to landlord in the amount of first and last month's
rent for the additional space.

ARTICLE THIRTY FOURTH: BROKERAGE

Tenant represents and warrants that it has not had any dealings with
any broker in connection with the bringing about of this lease or in connection
with Tenant's having been introduced to Landlord. Without limiting the effect
of the foregoing, Tenant agrees to indemnify and hold Landlord harmless against
any claim or demand made by any real estate broker or agent claiming to have
dealt with or consulted with Tenant or any of Tenant's representatives,
employees or agents contrary to the foregoing representation and warranty.

ARTICLE THIRTY FIFTH: ELECTRIC

Tenant recognized Landlord will supply electric to all areas of tenants
leased premises. Landlord will install an electric meter in the leased
premises at Landlord's cost and expense. Tenant shall pay for the usage of all
utilities directly to the utility companies.

<PAGE> 9
ARTICLE THIRTY SIXTH: QUIET ENJOYMENT

Landlord agrees that Tenant, upon paying the rent and performing all
the covenants and conditions on Tenant's part to be observed and performed,
shall and may peaceably and quietly have, hold and enjoy the Demised Premises
for the term aforesaid, subject to the mortgages hereinbefore mentioned.

ARTICLE THIRTY SEVENTH: SUBORDINATION

This lease shall be subject and subordinate to all mortgages, ground or
unerlying leases which may now or hereafter affect the premises of which the
Demised Premises form a part, whether such mortgages cover only the Demised
Premises or be a blanket mortgage covering other premises in addition to the
Demised Premises, and to any renewals, modifications, consolidations,
replacements or extensions thereof. Although this provision of this lease shall
constitute the subordination itself, Tenant shall, if so requested by Landlord,
execute promptly any certificate or subordination agreement that Landlord may
request in confirmation of such subordination.

DATED: JANUARY 1, 1997

WEST TROPICAL INVESTMENT
CORP.
LANDLORD

/s/ STEVER ADELSTEIN
-----------------------------
BY: STEVE ADELSTEIN, PRESIDENT

JET AVIATION TRADING, INC.
TENANT

/s/ JOSEPH NELSON
-----------------------------
BY: JOSEPH NELSON, PRESIDENT
<PAGE> 10
SECOND ADDENDUM TO LEASE BETWEEN WEST TROPICAL INVESTMENTS CORP., AS LANDLORD,
AND JET AVIATION TRADING, INC., AS TENANT, FOR THE PREMISES KNOWN AS 15675 N.W.
15TH AVENUE, MIAMI, FLORIDA 33169.

1. ADDITIONAL SPACE:

Tenant has agreed to lease additional space in the building which it
currently occupies. The following additional space will be added to the
existing premises under lease dated January 1, 1997.

a. Office - 2,440 square feet at $5.50/sq.ft. amounting to $1,118.33 per
month plus applicable sales tax.

b. Warehouse - 1,606 square feet at $3.75/sq.ft. amounting to $501.88 per
month plus applicable sales tax.

2. SECURITY DEPOSIT:

Tenant shall deposit additional security deposit for the additional space
amounting to the first and last month's rent in the total amount of $3,240.42.

3. COMMENCEMENT:

This amendment shall take effect and occupancy of the additional space
shall commence November 1, 1997.

DATED:
-------------------------

WITNESSES WEST TROPICAL INVESTMENT CORP.
LANDLORD

/s/ Steve Adelstein, President
- -------------------------------- ----------------------------------
By: Steve Adelstein, President

/s/ Joseph Nelson
- -------------------------------- ----------------------------------
By: Joseph Nelson, President

<PAGE> 1
Exhibit 10.3
CONSIGNMENT AGREEMENT

BY AND BETWEEN

JET AVIATION TRADING, INC.

("CONSIGNEE")

AND

JET AVIONICS SYSTEMS, INC.

("OWNER")

<PAGE> 2

INDEX
<TABLE>
<CAPTION>
PREAMBLE
<S> <C>
ARTICLE 1 DEFINITIONS
ARTICLE 2 SUBJECT MATTER
ARTICLE 3 TERM OF AGREEMENT
ARTICLE 4 DELIVERY
ARTICLE 5 ACCEPTANCE AND STORAGE
ARTICLE 6 TITLE AND RISK
ARTICLE 7 INSURANCE/INDEMNIFICATION
ARTICLE 8 SELLING PRICE
ARTICLE 9 CONDITIONS OF SALE
-Standard Conditions of Sale
-CONSIGNEE to Comply with Laws
ARTICLE 10 REMUNERATION
ARTICLE 11 PARTS IMPROVED OPTION
ARTICLE 12 TAXES
ARTICLE 13 WARRANTY OF TITLE
ARTICLE 14 MATERIAL CERTIFICATION
ARTICLE 15 OWNER'S RIGHT OF ACCESS
ARTICLE 16 TERMINATION FOR
INSOLVENCY
ARTICLE 17 INCOMPLETE SALES AT
TERMINATION
ARTICLE 18 REGISTRATION OF OWNER'S
INTEREST
ARTICLE 19 FORCE MAJEURE
ARTICLE 20 CONFIDENTIALITY
ARTICLE 21 APPLICABLE LAW
ARTICLE 22 BROKERS AND FINDERS
ARTICLE 23 ASSIGNMENT
ARTICLE 24 NOTICES
ARTICLE 25 ALTERATIONS
ARTICLE 26 EXHIBITS
ARTICLE 27 SEVERABILITY
ARTICLE 28 HEADINGS
ARTICLE 29 NON-EXCLUSIVITY
ARTICLE 30 COUNTERPARTS
EXHIBIT A INVENTORY
</TABLE>

<PAGE> 3

CONSIGNMENT AGREEMENT

THIS AGREEMENT is made this 1st day of October, 1996, and effective as
of October 3, 1996, between JET AVIATION TRADING, INC., having its principal
place of business at 1170 N.W. 163rd Drive, Miami, FL 33169, (hereinafter
referred to as the "CONSIGNEE") and JET AVIONICS SYSTEMS, INC., having its
principal place of business at 1170 N.W. 163rd Drive, Miami, FL 33169
(hereinafter referred to as the "OWNER").

PREAMBLE

WHEREAS:

(a) The OWNER owns various spare commercial aircraft parts
(hereinafter the "Inventory") which it desires to sell; and,

(b) The CONSIGNEE is in the business of selling spare commercial
aircraft parts and aircraft engine parts; and,

(c) The OWNER is desirous of appointing the CONSIGNEE as the
exclusive consignee of the Inventory for the purpose of the
repair and sale thereof; and,

(d) The CONSIGNEE has represented to the OWNER that it has the
staff, facilities and financial security to carry out its
proposed obligations as set out below.

NOW, THEREFORE, in consideration of the premises and material
covenants herein contained, the parties hereto agree as follows:

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 4

ARTICLE 1 - DEFINITIONS

(a) AGREEMENT - shall mean this Agreement and any exhibits and/or
amendments attached hereto.

(b) CURRENT LIST PRICE - shall mean the manufacturers current list price
as published from time to time by the manufacturer of the Inventory.

(c) INVENTORY - shall mean the spare commercial aircraft parts consigned
to CONSIGNEE for sales as listed in attached Exhibit "A" as amended
from time to time.

ARTICLE 2 - SUBJECT MATTER

OWNER may, at its sole discretion from time to time, upon prior
written notice, deliver to CONSIGNEE Inventory being the property of OWNER on
consignment for sale by CONSIGNEE. Each item of Inventory delivered to
CONSIGNEE hereunder shall be added to Exhibit "A" attached hereto, and such
Exhibit "A" shall automatically be amended to constitute the Inventory for the
purposes of this Agreement. The failure of the parties, as a result of mistake,
neglect or inadvertence, to amend Exhibit "A" hereto shall not affect the
validity of this Agreement which shall cover all Inventory delivered by OWNER
to CONSIGNEE during the term of this Agreement even absent an appropriate
amendment to Exhibit "A" to reflect such delivery.

ARTICLE 3 - TERM OF AGREEMENT

This Agreement shall remain in force for a period of one (1) year,
commencing upon the execution of this Agreement, unless terminated prior to the
expiration date of the Agreement by either party giving a minimum of thirty
(30) days prior written notice to the other or by termination due to the breach
of any of the terms and conditions of this Agreement by either party hereto

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 5

(hereinafter referred to as the "Term"). This Agreement may be extended for an
additional year by CONSIGNEE if it is not then in default hereunder.

Upon termination, the Inventory held by the CONSIGNEE shall be
returned to OWNER or to a facility at OWNER's direction. The expenses of such
return, shall be borne by, (a) the party providing the notice of termination,
unless the termination results from breach of this Agreement by the other party
(in which case, all return expenses shall be borne by the party in breach of
this Agreement); or, (b) the party in breach of this Agreement; or, (c)the
CONSIGNEE upon the expiration of this Agreement.

ARTICLE 4 - DELIVERY

OWNER shall deliver to CONSIGNEE at CONSIGNEE's facility at a mutually
agreed upon schedule, the Inventory specified in Article 2 hereof and shall be
responsible for payment of all costs incurred incident to such delivery.

ARTICLE 5 - ACCEPTANCE AND STORAGE

CONSIGNEE shall accept the Inventory and shall provide free of charge
to OWNER secure and proper storage at CONSIGNEE's warehouse in Miami or at such
other place as may be mutually agreed in writing between OWNER and CONSIGNEE.
CONSIGNEE will segregate the Inventory from all other goods held in the custody
of CONSIGNEE, and shall maintain a correct and up-to-date listing thereof.

CONSIGNEE shall maintain a suitably clean and neat place of business
for the storage and sale of the Inventory.

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 6

ARTICLE 6 - TITLE AND RISK

(a) Title to any item of Inventory shall pass from OWNER to
CONSIGNEE immediately upon the delivery of any such item of
Inventory by CONSIGNEE to CONSIGNEE's customer, F.O.B.
CONSIGNEE's premises, after an offer by such customer to
purchase any such item of Inventory, has been accepted by
CONSIGNEE.

(b) Risk of loss or damage to any item of Inventory shall pass
from OWNER to CONSIGNEE immediately upon delivery of such
item to CONSIGNEE's facility.

ARTICLE 7 - INSURANCE/INDEMNIFICATION

CONSIGNEE shall be required to insure OWNER's interest in any
Inventory held by CONSIGNEE and OWNER shall not be required to reimburse
CONSIGNEE for the amount of any premium paid in respect of any insurance
effected by CONSIGNEE.

ARTICLE 8 - SELLING PRICE

The prices at which the respective items of Inventory may be offered
by CONSIGNEE for sale shall be their fair market value as determined by
CONSIGNEE in good faith by comparison to Current List Price and according to
prevailing market conditions at the time of sale(s).

ARTICLE 9 - CONDITIONS OF SALE

STANDARD CONDITIONS OF SALE

Any loss sustained or any expenditure incurred by CONSIGNEE arising
out of the operation or enforcement of the sale of an item or items of
Inventory shall be for CONSIGNEE's account and shall not be recoverable from
OWNER nor made deductible from any money payable to OWNER under the terms and
conditions of this Agreement.

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 7

Notwithstanding the above, in the event that an item of Inventory sold
by CONSIGNEE is rejected by CONSIGNEE's customer within a reasonable period of
time, CONSIGNEE may, at its option, accept return of such item for customer
credit. The returned item of Inventory shall be returned to stock and any
remuneration previously paid to OWNER in accordance with Article 10 hereof
shall be debited from OWNER's proceeds at the next reporting period following
such return.

CONSIGNEE TO COMPLY WITH LAWS

In relation to each sale of an item of Inventory, CONSIGNEE's customer
shall be responsible for obtaining any required authorization such as an Export
License, Import License, or any other required Government authorization,
including without limitation of the foregoing, any present or future rules,
regulations, provisions or requirements of the United States Government, or any
other government instrumentality or authority which prohibits or restricts the
sale or export of goods, services, data or know-how to certain countries.

CONSIGNEE's customer shall issue or make application for (as the case
may be) any requisite license, authority or permit in its own name and shall
not directly, or by implication, use the name of OWNER in any such issue or
application, except as where required by law, without OWNER's prior written
consent.

ARTICLE 10 - REMUNERATION

CONSIGNEE shall be entitled to retain by way of remuneration for the
services rendered by it to OWNER, an amount equivalent to a percentage of the
Net Sales Price of each item of Inventory sold by the CONSIGNEE pursuant to
this Agreement as follows:

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 8

(a) Seventy-Five (75%) percent of the Net Sales Price to OWNER
and Twenty-Five (25%) percent of the Net Sales Price to
CONSIGNEE. The Net Sales Price is the Gross Sales Price less
any costs involved if any item of Inventory is required to be
overhauled, certified or modified in order to be sold, as
outlined in Article 11 herein. All payments to OWNER by
CONSIGNEE will be made as set forth in subparagraph 10(d)
hereof via company check in good bank funds to the following:

---------------------------------------

(b) CONSIGNEE shall be responsible for any bad debts, (except
where OWNER has given prior written approval to terms of sale
for promotional purposes) and all administration and selling
expenses incurred by CONSIGNEE including, but not being
limited to, warehousing, advertising, sales promotion,
inspection, preparation for shipment, sales analysis,
performance reports and accountancy.

(c) "Gross Sales Price" shall mean the actual sales price less
any rebates, discounts or allowances, including the cost of
freight out, charged to the customer of CONSIGNEE.

(d) CONSIGNEE shall prepare, at its cost and provide to OWNER a
monthly report which shall be delivered to OWNER no later
than the tenth day of the next succeeding month and which
shall reflect each sale of the OWNER'S Inventory held

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 9

by CONSIGNEE, the gross amount of the sale, and the name of
the purchaser which may be identified with a vendor number
for the convenience of the parties. Payment for such sales
shall be due five days after submittal of the report but, in
any event, no later than the fifteenth (15th) day of the
month next succeeding the month which the report covers.

(e) No later than the first anniversary of the execution date
hereof, CONSIGNEE shall pay to OWNER the amount of $225,000
less the amount of payments previously made to OWNER
hereunder for sales of Inventory under this Article.

(f) Upon the execution hereof, the CONSIGNEE shall honor OWNER's
subscription for 600,000 shares of the CONSIGNEE's Common
Stock. Such shares will be issued upon delivery of OWNER'S
promissory note in the principal amount of $175,000 payable
together with accrued interest at the Applicable Federal Rate
for demand obligation in effect at the date this Consignment
Agreement is executed, as determined by the Internal Revenue
Service, per annum, upon demand. After the OWNER has received
$500,000 in payments from CONSIGNEE hereunder, CONSIGNEE may
apply the next monies due OWNER hereunder to the unpaid
principal and interest due on said promissory note. (g) If
CONSIGNEE shall have made an initial public offering of
equity securities during the term hereof and shall have
raised at such offering net proceeds to CONSIGNEE of
$5,000,000 or more, then CONSIGNEE shall pay to OWNER in
exchange for all

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 10

remaining Inventory the sum of $675,000 less all payments
previously made to OWNER hereunder.

ARTICLE 11 - PARTS IMPROVED OPTION

CONSIGNEE agrees to repair and/or overhaul the Inventory as may be
required in its opinion to put the Inventory in such a condition as to render
it saleable. Costs incurred in repairing and/or overhauling the Inventory shall
be deducted by CONSIGNEE in accordance with Article 10 hereof.

ARTICLE 12 - TAXES

Taxes imposed by any Federal, State or Local taxing authority within
the United States and payable as a result of any sale, use, delivery, storage,
or transfer of goods shall be borne by CONSIGNEE. All taxes imposed upon or
measured by the net income or gross revenues of OWNER shall be the
responsibility of OWNER.

ARTICLE 13 - WARRANTY OF TITLE

OWNER warrants that all Inventory consigned to CONSIGNEE under this
Agreement shall have marketable title, free and clear of all liens, claims and
encumbrances whatsoever. Further, OWNER warrants that it shall defend such
title forever to CONSIGNEE and CONSIGNEE's third party customer(s).

ARTICLE 14 - MATERIAL CERTIFICATION

OWNER certifies the following to CONSIGNEE:

(a) Each item of Inventory covered by this Agreement was produced
by a manufacturer holding an FAA Approved Production
Inspection System issued under FAR 21, Sub

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 11

Part F, or by a manufacturer holding an FAA Production
Certificate issued under FAR 21, Sub. Part G. Each item of
Inventory was manufactured by the prime manufacturer or its
approved manufacturing/supplier source holding one of the
following agreements/approvals; (i) a Fixed Quantity
Licensee/Consignment Agreement, or; (ii) an FAA/PMA Licensee
Agreement, or; (iii) written approval for Direct Ship
Authority from the prime manufacturer. None of the items of
Inventory have been subjected to severe stress or heat (as in
major aircraft, engine failure, accident or fire); and,

(b) The Inventory shall be sold by CONSIGNEE in an "as is"
condition and OWNER makes no warranties, guarantees or
representations of any kind, either express or implied,
statutory or otherwise, except as set forth herein, with
respect to the Inventory or any other equipment or parts
delivered by OWNER to CONSIGNEE hereunder including any items
of Inventory overhauled/repaired or recertified in accordance
with Article 11 hereof; and

(c) OWNER shall certify and supply all applicable records, data
and certification identifying back-to-birth records for life
limited and/or time controlled items of Inventory, where
applicable; and,

(d) All serialized and non-serialized items of Inventory
(rotable, repairable and.or engine) will be accompanied with
traceability to a commercial aviation regulated source,

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 12

(e) In accordance with ATA Specification 106 and Federal Aviation
Regulation ss.21.321 Sub. Part L, all Airworthy items of
Inventory which are Class II products will be accompanied by
FAA or airworthiness releases.

(f) Each rotable, repairable and/or engine items of Inventory
that is certified airworthy will be accompanied by its
teardown/work report; and,

(g) Airworthiness release certificates, where applicable, will
identify the FAA repair station number and the signature of
the approving inspector, as well as all other pertinent
information.

ARTICLE 15 - OWNER'S RIGHTS OF ACCESS

CONSIGNEE shall allow any duly authorized representative of OWNER the
right of free and unrestricted access during normal business hours to all
Inventory held by CONSIGNEE and shall provide all reasonable facilities for
inspection and audit of the said Inventory and of CONSIGNEE's records relative
to the receipt, storage and sale thereof. In the event that such audit
discloses a deficiency in the quantity of the Inventory, then CONSIGNEE shall
have the right of substitution of a part that is of equal or greater value or
shall be liable to pay compensation to OWNER at the minimal sales price for
such item(s) as previously agreed upon between the parties and in accordance
with Article 8 herein.

ARTICLE 16 - TERMINATION FOR INSOLVENCY

CONSIGNEE hereby waives its right to assume or reject this Agreement
in the event that it is adjudicated a bankrupt unless it assumes this Agreement
within thirty (30) days of such adjudication which shall be determined by the
entry of an order for relief in any bankruptcy, whether

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 13

voluntary or involuntary. CONSIGNEE further expressly consents to OWNER being
granted relief from the automatic stay provision under the Bankruptcy Code, 11
U.S.C. ss.362, thirty (30) days after the aforesaid entry of an order for
relief, unless within such time an order has been entered by the bankruptcy
court permitting CONSIGNEE to assume this Agreement and, in connection with
such assumption, curing any defaults of CONSIGNEE pursuant to the terms of this
Agreement.

ARTICLE 17 - INCOMPLETE SALES AT TERMINATION

OWNER will allow CONSIGNEE ninety (90) days from the date of receipt
of notice of termination to complete the deliveries of items(s) which were sold
prior to the receipt of notice of termination pursuant to Article 16 hereof.

ARTICLE 18 - REGISTRATION OF OWNER'S INTEREST

CONSIGNEE shall do all acts and things necessary, give all consents
and sign all documents required to be given or signed at OWNER's reasonable
request so as to ensure that OWNER's right to and interest in the Inventory is
protected as against the present or potential claims of any third party,
including but not limited to those of CONSIGNEE's creditors, mortgagees,
financiers, security holders and CONSIGNEE's related/associated companies,
businesses or individuals, AND FURTHER the said acts and things shall include,
but not be limited to any consents, statements or duly completed documents or
forms required to register OWNER's interest in the Inventory in any State or
Federal registry of interest in corporate, business or individual property,
assets, stock in trade, shares or any other interest in property of any kind
howsoever held. This obligation shall continue throughout the Term hereof and
any holding over.

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 14

ARTICLE 19 - FORCE MAIEURE

Neither OWNER nor CONSIGNEE shall be liable for damages for any delay
or failure to perform their respective obligations under this Agreement which
are due to causes beyond their control, including but not restricted to, acts
of God, acts of public enemies, acts of the Government, whether legal or
illegal, fires, floods, epidemics, quarantine restrictions, industrial
disputes, lockouts, strikes, work slow-downs, freight embargoes, or unusually
severe weather, provided however, that the party seeking to rely on such causes
shall, within seven (7) days, notify the other party in writing of the cause of
any such delay and such party shall make all reasonable efforts to reduce the
effect of such delay on the operation of this Agreement.

ARTICLE 20 - CONFIDENTIALITY

Each party agrees (except with the prior written consent of the other
party):

(a) not to disclose details of this Agreement to any third
parties other than its financial and legal advisers; and,

(b) to maintain confidentiality of all information exchanged
between the parties, including pricing information and other
proprietary knowledge, held as confidential between OWNER and
OWNER's suppliers and CONSIGNEE and CONSIGNEE's customers,
and not to use such for the benefit of any third party.

Such confidentiality shall survive the Term of this Agreement.

ARTICLE 21 - APPLICABLE LAW

The provisions of this Agreement and all rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the
State of Florida.

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 15

Both parties hereby agree that this Agreement shall be deemed to have
been made in the County of Dade, Florida, and that any suit, action or
proceeding arising out of or relating to this Agreement may be instituted in
any State or Federal court having its situs within the County of Dade, Florida
and each party hereby waives the personal service of any and all process and
consent that all such service of process may be made by certified mail, return
receipt requested, directed to the address set forth herein for each party. Any
such notice shall be effective and shall be deemed to have been given when
received at, or after refusal to receive, at the addresses set forth herein or
at such other substitute addresses provided in accordance with this Article.

ARTICLE 22 - BROKERS AND FINDERS

CONSIGNEE and OWNER each agree that there are no third parties
involved as brokers and finders in this transaction. OWNER indemnifies
CONSIGNEE from liability for any fees, commissions or other claims made,
including all legal costs, due to such claims caused by the indemnifying party.

ARTICLE 23 - ASSIGNMENT

This Agreement shall not be assigned in whole or in part by either
party hereto without the prior written consent of the other party.

ARTICLE 24 - NOTICES

All notices or requests under this Agreement shall be in writing and
shall be deemed to have been adequately given when received by the party to
whom such notice or request is given. Notices may be delivered personally, by
first class mail, postage prepaid, by reputable courier or by facsimile
transmission and shall be addressed as follows:

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 16

If to CONSIGNEE: Jet Aviation Trading, Inc.
1170 N.W. 163rd Drive
Miami, FL 33169

If to OWNER: Jet Avionics Systems, Inc.
1170 N.W. 163rd Drive
Miami, FL 33169

or to such other address as either party may designate, from time to time, by
written notice to the other party.

ARTICLE 25 - ALTERATIONS

This Agreement shall be effective only when duly signed by both
parties hereto. It contains the entire understanding between the parties and
may not be changed, modified or altered, nor any of its provisions waived,
except by an agreement in writing signed by the parties hereto. All prior
agreements or understandings between the parties in connection with the subject
matter of this Agreement are superseded hereby and the waiver of any term of
condition herein by either party shall not be deemed a waiver of any subsequent
term or condition hereof.

ARTICLE 26 - EXHIBITS

Any Exhibits to this Agreement or side letters or referring to this
Agreement and duly agreed to by both parties in writing shall automatically
become a part of this Agreement and unless specifically stated otherwise, the
provisions of this Agreement shall prevail in the event of any inconsistency.

ARTICLE 27 - SEVERABILITY

In the event that any provision of this Agreement is rendered void,
invalid, or unenforceable in a certain jurisdiction, then such provision (or
part thereof) may be severed from this Agreement

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 17

without affecting the remaining provisions hereof, as long as such severance
does not have a material adverse affect on the performance of this Agreement.

ARTICLE 28 - HEADINGS

The headings to the clauses of this Agreement are for the purpose of
reference only and in no way define, limit or describe the scope of intent of
this Agreement.

ARTICLE 29 - NON-EXCLUSIVITY

The relationship of OWNER and CONSIGNEE under this Agreement is
non-exclusive. Both parties reserve the right to enter into agreements with
other parties for the provision of similar or identical services at any time
during the Term of this Agreement. Further, nothing herein shall authorize
either party to hold itself out as acting for or on behalf of the other party.

ARTICLE 30 - COUNTERPARTS

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original but all of which taken
together shall constitute one and the same instrument. A facsimile signature on
any counterpart hereto shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties hereto by their duly authorized
officers have executed this Agreement as of the day and year first above
written.

FOR: JET AVIATION TRADING, INC.

BY:/s/ Joseph J. Nelson
------------------------------------------
NAME: Joseph J. Nelson
----------------------------------------
TITLE: President & C.E.O.
---------------------------------------
DATE: October 1, 1996
----------------------------------------

OWNER: S.T.
------------------------

CONSIGNEE:/s/
--------------------

<PAGE> 18

FOR: JET AVIONICS SYSTEMS, INC.

BY:/s/ Sharon Taoz
------------------------------------------
NAME: Sharon Taoz
----------------------------------------
TITLE: President
---------------------------------------
DATE: October 1, 1996
----------------------------------------

OWNER: S.T.
------------------------

CONSIGNEE:/s/ ST
--------------------

<PAGE> 19

EXHIBIT "A"

INVENTORY

SEE DOCUMENTS ATTACHED HERETO AND MADE A PART HEREOF

<PAGE> 1
Exhibit 10.4

CONSIGNMENT, CANCELLATION AND PURCHASE AGREEMENT

This agreement is made this 29th day of August, 1997 between Jet
Aviation Trading, Inc. having its principal place of business at 15675 N.W.
15th Avenue, Miami, FL 33167, (hereinafter referred to as "CONSIGNEE") and Jet
Avionics Systems, Inc., having its principal place of business at 18181 N.E.
31st Court, Suite 1907, North Miami Beach, FL 33160 (hereinafter referred to as
the "OWNER").

RECITALS:

WHEREAS, OWNER and CONSIGNEE entered into a Consignment Agreement
dated October 1, 1996, (the "Consignment Agreement") whereby OWNER consigned to
CONSIGNEE that certain Inventory defined in the Consignment Agreement for sale
by Consignee for the benefit of OWNER and CONSIGNEE; and

WHEREAS, OWNER and CONSIGNEE have determined that CONSIGNEE shall
purchase the remaining unsold Inventory from Owner, as set forth on Exhibit
"A", attached hereto under the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1. Purchase: CONSIGNEE shall purchase all remaining unsold
Inventory originally consigned to CONSIGNEE under the
Consignment Agreement held by it on the 31st day of August,
1997 (the "Closing Date").

2. Purchase Price: The purchase price ("Purchase Price") for the
payment of such purchased Inventory shall be $675,000.

3. Payment: Payment of the Purchase Price shall be as follows:

a. $340,000 of the Purchase Price has already been paid
to OWNER in cash and equity in CONSIGNEE.

b. CONSIGNEE shall apply the outstanding balance of
principal and accumulated interest of OWNER's
promissory note to CONSIGNEE in the original
principal amount of $175,000 dated October 1,1 996,
originally given for its subscription of shares of
stock of CONSIGNEE to the Purchase Price; and

-1-

<PAGE> 2

c. The remainder of the Purchase Price shall be paid by
issuing shares of CONSIGNEE's common stock at the
rate of $2.00 of the Purchase Price for each share
of common stock of Consignee. Owner acknowledges
that such shares of common stock have not been
registered for sale under the laws of the United
States or any state. Owner agrees to execute a
Subscription Agreement in the form attached hereto
as Exhibit "B".

4. Title: At closing, OWNER will execute a Warranty Bill of Sale
transferring marketable title to all of the remaining
Inventory to CONSIGNEE free and clear of all liens, claims
and encumbrances whatsoever. Further, OWNER warrants that it
shall defend such title forever to CONSIGNEE and CONSIGNEE's
third party customers.

5. Taxes: Taxes imposed by any federal, state or local taxing
authority within the United States and payable as a result of
the sale of the Inventory shall be borne by OWNER.

6. Material Certification: OWNER certifies the following
to CONSIGNEE:

(a) Each item of Inventory covered by this Agreement was
produced by a manufacturer holding an FAA Approved
Production Inspection System issued under FAR 21,
Sub Part F, or by a manufacturer holding an FAA
Production Certificate issued under FAR 21, Sub.
Part G. Each item of Inventory was manufactured by
the prime manufacturer or its approved
manufacturing/supplier source holding one of the
following agreements/approvals; (i) a Fixed Quantity
Licensee/Consignment Agreement, or; (ii) an FAA/PMA
Licensee Agreement, or; (iii) written approval for
Direct Ship Authority from the prime manufacturer.
None of the items of Inventory have been subjected
to severe stress or heat (as in major aircraft,
engine failure, accident or fire). Any part found
not to comply with the standards of this paragraph 6
may, at Consignee's option, either be returned to
Owner or disposed of in accordance with the
appropriate regulatory standards; and,

(b) The Inventory shall be sold by OWNER in an "as is"
condition and OWNER makes no warranties, guarantees
or representations of any kind, either express or
implied, statutory or otherwise, except as set forth
herein, with respect to the Inventory or any other
equipment or parts delivered by OWNER to CONSIGNEE
hereunder including any items of Inventory
overhauled/repaired or recertified; and

-2-

<PAGE> 3

(c) All serialized and non-serialized items of Inventory
(rotable, repairable and/or engine) will be
accompanied with traceability to a commercial
aviation regulated source.

(d) Airworthiness release certificates, where
applicable, will identify the FAA repair station
number and the signature of the approving inspector,
as well as all other pertinent information.

7. Confidentiality: Each party agrees (except with the prior
written consent of the other party):

(a) not to disclose details of this Agreement to any
third parties other than its financial and legal
advisers; and,

(b) to maintain confidentiality of all information
exchanged between the parties, including pricing
information and other proprietary knowledge, held as
confidential between OWNER and OWNER's suppliers and
CONSIGNEE and CONSIGNEE's customers, and not to use
such for the benefit of any third party.

Such confidentiality shall survive the Term of this
Agreement.

8. Applicable Law: The provisions of this Agreement and all
rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of
Florida. Both parties hereby agree that this Agreement shall
be deemed to have been made in the County of Dade, Florida,
and that any suit, action or proceeding arising out of or
relating to this Agreement may be instituted in any State or
Federal court having its situs within the County of Dade,
Florida and each party hereby waives the personal service of
any and all process and consent that all such service of
process may be made by certified mail, return receipt
requested, directed to the address set forth herein for each
party. Any such notice shall be effective and shall be deemed
to have been given when received at, or after refusal to
receive, at the addresses set forth herein or at such other
substitute addresses provided in accordance with this
Article.

9. Brokers and Finders: CONSIGNEE and OWNER each agree that
there are no third parties involved as brokers and finders in
this transaction. OWNER indemnifies CONSIGNEE from liability
for any fees, commissions or other claims made, including all
legal costs, due to such claims caused by the indemnifying
party.

10. Assignment: This Agreement shall not be assigned in whole or
in part by either party hereto without the prior written
consent of the other party.

-3-

<PAGE> 4

11. Notices: All notices or requests under this Agreement shall
be in writing and shall be deemed to have been adequately
given when received by the party to whom such notice or
request is given. Notices may be delivered personally, by
first class mail, postage prepaid, by reputable courier or by
facsimile transmission and shall be addressed as follows:

If to CONSIGNEE: Jet Aviation Trading, Inc.
15675 N.W. 15th Avenue
Miami, FL 33169
Fax (305) 624-2944

If to OWNER: Jet Avionics Systems, Inc.
18181 N.E. 31st Court, Suite 1907
North Miami, FL 33160
Fax (305) 933-1635

or to such other address as either party may designate, from time to
time, by written notice to the other party.

12. Alterations: This Agreement shall be effective only when duly
signed by both parties hereto. It contains the entire
understanding between the parties and may not be changed,
modified or altered, nor any of its provisions waived, except
by an agreement in writing signed by the parties hereto. All
prior agreements or understandings between the parties in
connection with the subject matter of this Agreement are
superseded hereby and the waiver of any term of condition
herein by either party shall not be deemed a waiver of any
subsequent term or condition hereof.

13. Exhibits: Any Exhibits to this Agreement or side letters or
referring to this Agreement and duly agreed to by both
parties in writing shall automatically become a part of this
Agreement and unless specifically stated otherwise, the
provisions of this Agreement shall prevail in the event of
any inconsistency.

14. Severability: In the event that any provision of this
Agreement is rendered void, invalid, or unenforceable in a
certain jurisdiction, then such provision (or part thereof)
may be severed from this Agreement without affecting the
remaining provisions hereof, as long as such severance does
not have a material adverse affect on the performance of this
Agreement.

15. Headings: The headings to the clauses of this Agreement are
for the purpose of reference only and in no way define, limit
or describe the scope of intent of this Agreement.

-4-

<PAGE> 5

16. Non-Exclusivility: The relationship of OWNER and CONSIGNEE
under this Agreement is non-exclusive. Both parties reserve
the right to enter into agreements with other parties for the
provision of similar or identical services at any time before
or after the Closing Date. Further, nothing herein shall
authorize either party to hold itself out as acting for or on
behalf of the other party.

17. Counterparts: This Agreement may be executed simultaneously
in two or more counterparts, each of which shall constitute
an original but all of which taken together shall constitute
one and the same instrument. A facsimile signature on any
counterpart hereto shall be deemed an original for all
purposes.

IN WITNESS WHEREOF, the parties hereto by their duly authorized
officers have executed this Agreement as of the day and year first above
written.

JET AVIATION TRADING, INC.

BY:/s/ Joseph J. Nelson
--------------------------------

JET AVIONICS SYSTEMS, INC.

BY:/s/ Sharon Taoz
--------------------------------

-5-

<PAGE> 6

BILL OF SALE

FOR VALUABLE CONSIDERATION, receipt of which is here acknowledged, Jet
Avionics Systems, Inc. ("Seller") does hereby grant, bargain, sell, assign,
transfer and deliver to Jet Aviation Trading, Inc. ("Purchaser") all of
Seller's right, title, and interest in and to the goods and chattels which are
listed on Exhibit "A" attached to this bill of sale.

TO HAVE AND TO HOLD unto the Purchaser, its successors and assigns
forever.

And the Seller does, for itself, its successors, and assigns, covenant
to and with the Purchaser, its successors and assigns that the Seller is the
lawful owner of the said goods and chattels; that they are free from all
encumbrances; that the Seller has good right to sell the same aforesaid, and
that Seller will warrant and defend the transfer of the goods and chattels
hereby made, unto the Purchaser, its successors and assigns against the lawful
claims and demands of all persons whomsoever.

IN WITNESS WHEREOF, the Seller has caused this document to be executed
in its name and its corporate seal affixed by its proper officers thereto duly
authorized this 29th day of August, 1997.

Signed, sealed and delivered JET AVIONICS SYSTEMS, INC.
in the presence of: Seller:

/s/ Zvi Mosite /s/ Sharon Taoz
- ------------------------------ -------------------------------------
Witness (Sign Name) Sharon Taoz, President

Zvi Mosite
- ------------------------------
(Print Name of Witness)

<PAGE> 1
Exhibit 10.5

STOCK OPTION PLAN

Jet Aviation Trading, Inc., a Florida corporation (the "Company") sets
forth herein the terms of this Stock Option Plan (the "Plan") as follows:

1. PURPOSE

The Plan is intended to advance the interests of the Company by
providing eligible individuals (as designated pursuant to Section 4 below) with
an opportunity to acquire or increase a proprietary interest in the Company,
which will thereby create a stronger incentive to expend maximum effort for the
growth and success of the Company and its subsidiaries, and will encourage such
eligible individuals to remain in the employ or service of the Company or that
of one or more of its subsidiaries. Each stock option granted under the Plan
(an "Option") is intended to be an "incentive stock option" ("Incentive Stock
Option") within the meaning of Section 422 of the Internal Revenue Code of
1986, or the corresponding provision of any subsequently-enacted tax statute,
as amended from time to time (the "Code"), except (i) to the extent that any
such Option would exceed the limitations set forth in Section 7 below; (ii) for
Options specifically designated at the time of grant as not being "incentive
stock options"; and (iii) for Options granted to consultants or to members of
the board of directors of the Company who are not officers or other employees
of the Company or any "subsidiary corporation" (a "Subsidiary") thereof within
the meaning of Section 424(f) of the Code or to directors of any Subsidiary who
are not officers or other salaried employees of the Company (a "Subsidiary
Director"). If any Options granted hereunder shall, for any reason, fail to
qualify as an Incentive Stock Option, they shall nevertheless be deemed options
issued by the Company pursuant to the Plan and for tax purposes shall be
"non-qualified stock options."

2. ADMINISTRATION

(a) Board. The Plan shall be administered by the
Board of Directors of the Company (the "Board"), which shall have the full
power and authority to take all actions, and to make all determinations
required or provided for under the Plan or any Option or Option Agreement (as
defined in Section 8 below) entered into hereunder and all such other actions
and determinations not inconsistent with the specific terms and provisions of
the Plan deemed by the Board to be necessary or appropriate to the
administration of the Plan or any Option granted or Option Agreement entered
into hereunder. All such actions and determinations shall be by the affirmative
vote of a majority of the members of the Board present at a meeting at which
any issue relating to the Plan is properly raised for consideration or without
a meeting by written consent of the Board executed in accordance with the
Company's Articles of Incorporation and By-Laws, and with applicable law. The
interpretation and construction by the Board of any provision of the Plan or of
any Option granted or Option Agreement entered into hereunder shall be final
and conclusive.

(b) Committee. The Board may appoint a Stock Option
Committee (the "Committee"), which may be the compensation committee,
consisting of not less than two members of the Board, none of whom shall be an
officer or other salaried employee of the Company or any of its subsidiaries,
and each of whom shall qualify in all respects as a "non-employee director" as

<PAGE> 2

defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and as an "outside director" under Section
162(m)(4)(C)(i) of the Code. The Committee shall be solely responsible for
those actions and responsibilities which are required to be taken by outside
directors to qualify for the exceptions under Code ss.162(m) and the
regulations thereunder for performance-based compensation. The Board, in its
sole discretion, may provide that the role of the Committee shall be otherwise
limited to making recommendations to the Board concerning any determinations to
be made and actions to be taken by the Board pursuant to or with respect to the
Plan, or the Board may delegate to the Committee such powers and authorities
related to the administration of the Plan, as set forth in Section 2(a) above,
as the Board shall determine, consistent with the Articles of Incorporation and
By-Laws of the Company and applicable law. The Board may remove members, add
members, and fill vacancies on the Committee from time to time, all in
accordance with the Company's Articles of Incorporation and By-Laws, and with
applicable law. The majority vote of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee.

(c) No Liability. No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted or Option Agreement entered into
hereunder, and the Company shall indemnify and hold harmless any member of the
Board or Committee from any and all damages, losses or claims, including
reasonable attorneys fees, arising from their actions (or inactions) in
connection with this Plan or its administration.

(d) Delegation to the Committee. In the event that
the Plan or any Option granted or Option Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the
Board, such action may be taken by or such determination may be made by the
Committee if the power and authority to do so has been delegated to the
Committee by the Board as provided for in Section 2(b) above. Unless otherwise
expressly determined by the Board, any such action or determination by the
Committee shall be final and conclusive.

(e) Action by the Board. The Board may act under the
Plan with respect to any Option granted to or Option Agreement entered into
with an officer, director or stockholder of the Company who is subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") other than by, or in accordance with the recommendations of, the
Committee, constituted as set forth in Section 2(b) above, only if the Plan is
otherwise administered in accordance with the provisions of Rule 16b-3 and if
the provision of Code ss.162(m) are not applicable to such recommendations.

3. STOCK

The stock that may be issued pursuant to Options granted under the
Plan shall be shares of common stock, par value $.001 per share, of the Company
(the "Stock"), which shares may be treasury shares or authorized but unissued
shares. The number of shares of Stock that may be issued pursuant to Options
and Stock Appreciation Rights granted under the Plan shall not exceed in the

<PAGE> 3

aggregate 750,000 shares. The foregoing numbers of shares are subject to
adjustment as provided in Section 18 below. If any Option expires, terminates,
or is terminated or canceled for any reason prior to exercise in full, the
shares of Stock that were subject to the unexercised portion of such Option
shall be available for future Options granted under the Plan and such number of
shares shall be restored to the number of shares available for issuance under
Options granted.

4. ELIGIBILITY

(a) Employees and Subsidiary Directors. Options may
be granted under the Plan to any employee or consultant of the Company or any
Subsidiary (including any such employee who is an officer or director of the
Company or any Subsidiary) or to any Subsidiary Director as the Board or
Committee shall determine and designate from time to time prior to the
expiration or termination of the Plan.

(b) Outside Directors. On the day of each annual
meeting of the Stockholders of the Company, each director who is not then an
employee of the Company or any of its subsidiaries (an "Outside Director"),
shall be granted an Option to purchase 5000 shares of Stock, in each case at
the price and upon the other terms and conditions specified in the Plan. In
addition, subject to the availability of shares of Stock under the Plan, each
person first elected to the Board as an Outside Director after the effective
date of the Plan, shall be granted, as of the date such individual takes
office, an Option to purchase 10000 shares of Stock at the price and upon the
terms and conditions specified in the Plan. Each Option granted to an Outside
Director shall be granted at an Option Price equal to 100 percent of the fair
market value of a share of Stock on the date of grant (determined under Section
9 below) and upon the other terms and conditions specified in the Plan. Except
as provided in this Section 4(b), no Outside Director shall be eligible to be
granted Options under this Plan.

5. EFFECTIVE DATE AND TERMS OF THE PLAN

(a) Effective Date. The Plan shall be effective and
considered adopted as of September 1, 1997, subject to approval of the Plan
within one year of such effective date by a majority of the votes present and
entitled to vote at a duly held meeting of the stockholders of the Company at
which a quorum representing a majority of all outstanding voting stock is
present, either in person or by proxy; provided, however, that upon approval of
the Plan by stockholders of the Company as set forth above, all Options granted
under the Plan on or after the effective date shall be fully effective as if
the stockholders of the Company had approved the Plan on the effective date. If
the stockholders fail to approve the Plan within one year of such effective
date, any Options granted hereunder shall be null and void and of no effect.

(b) Term. The Plan shall terminate on August 31,
2007.

<PAGE> 4

6. GRANT OF OPTIONS

Subject to the terms and conditions of the Plan, the Board or Committee
may, at any time and from time to time, prior to the date of termination of the
Plan, grant to such eligible individuals as the Board or Committee may determine
("Optionees"), Options to purchase such number of shares of the Stock on such
terms and conditions as the Board or Committee may determine, including any
terms or conditions which may be necessary to qualify such Option as "incentive
stock options" under Section 422 of the Code. The date on which the Board or
Committee approves the grant of an Option (or such later date as is specified by
the Board or Committee) shall be considered the date on which such Option is
granted.

7. LIMITATION ON INCENTIVE STOCK OPTIONS

An Option (other than an Option described in exception (ii) or (iii)
of Section 1) shall constitute an Incentive Stock Option to the extent that the
aggregate fair market value of Stock (determined at the time the Option is
granted) with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under the Plan and all
other plans of the Optionee's employer corporation and its parent and
subsidiary corporations within the meaning of Section 422(d) of the Code) does
not exceed $100,000. This limitation shall be applied by taking Options into
account in the order in which they were granted.

8. OPTION AGREEMENTS

All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Company and by the
Optionee, in such form or forms and containing such provisions as the Board or
Committee shall from time to time determine. Option Agreements covering Options
granted from time to time or at the same time need not contain similar
provisions; provided, however, that all such Option Agreements shall comply
with all terms of the Plan.

9. OPTION PRICE

The purchase price of each share of the Stock subject to an Option
(the "Option Price") shall be fixed by the Board or Committee and stated in
each Option Agreement, and shall be not less than 100 percent (or, in the case
of an Option which does not or is not intended to qualify as an incentive stock
option, not less than 50 percent) of the fair market value of a share of Stock
on the date the Option is granted (as determined in good faith by the Board or
Committee); provided, however, that in the event the Optionee would otherwise
be ineligible to receive an Incentive Stock Option by reason of the provisions
of Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of
more than ten percent), the Option Price of an Option that is intended to be an
Incentive Stock Option shall be not less than 110 percent of the fair market
value of a share of Stock at the time such Option is granted. In the event that
the Stock is listed on an established national or regional stock exchange, is
admitted to quotation on the Nasdaq National Market System, or is publicly
traded on

<PAGE> 5

an established securities market, in determining the fair market value of the
Stock, the Board or Committee shall use the closing price of the Stock on such
exchange or System or in such market (the highest such closing price if there
is more than one such exchange or market) on the trading date the Option is
granted (or, if there is no such closing price, then the Board or Committee
shall use the mean between the high and low prices on such date or if
unavailable the mean between the high and low bid prices on such date), or, if
no sale (or bid) of the Stock had been made on such day, on the next preceding
day on which any such sale (or bid) shall have been made.

10. TERM AND EXERCISE OF OPTION

(a) Term. Each Option granted under the Plan shall
terminate and all rights to purchase shares thereunder shall cease upon the
expiration of ten years from the date such Option is granted, or, with respect
to Options granted to persons other than Outside Directors, on such date prior
thereto as may be fixed by the Board or Committee and stated in the Option
Agreement relating to such Option; provided, however, that in the event the
Optionee would otherwise be ineligible to receive an Incentive Stock Option by
reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating
to stock ownership of more than ten percent), an Option granted to such
Optionee that is intended to be an Incentive Stock Option, shall in no event be
exercisable after the expiration of five years from the date it is granted.

(b) Option Period and Limitations on Exercise. Each
Option granted to persons other than Outside Directors under the Plan shall be
exercisable, in whole or in part, at any time and from time to time, over a
period commencing on or after the date of grant and ending upon the expiration
or termination of the Option, as the Board or Committee shall determine and as
set forth in the Option Agreement relating to such Option. Without limiting the
foregoing, the Board or Committee, subject to the terms and conditions of the
Plan, may in its sole discretion provide that an Option may not be exercised in
whole or in part for any period or periods of time during which such Option is
outstanding; provided, however, that any such limitation on the exercise of an
Option contained in any Option Agreement may be rescinded, modified or waived
by the Board or Committee, in its sole discretion, at any time and from time to
time after the date of such Option, so as to accelerate that time at which the
Option may be exercised. Subject to Section 10(a), each Option granted to
Outside Directors shall be exercisable, in whole or in part, at any time and
from time to time, over a period commencing on the date of grant and ending
upon the expiration of the Option as set forth in the Option Agreement.
Notwithstanding any other provision of the Plan, no Option granted to an
Optionee under the Plan shall be exercisable in whole or in part prior to the
date the Plan is approved by the stockholders of the Company as provided in
Section 5 above.

(c) Method of Exercise. An Option that is
exercisable hereunder may be exercised by delivery to the Company on any
business day, at its principal office, addressed to the attention of the
Committee (or Board if no Committee), of written notice of exercise, which
notice shall specify the number of shares with respect to which the Option is
being exercised. The minimum number of shares of Stock with respect to which an
Option may be exercised, in whole or in part, at any time, shall be the lesser
of 100 shares or the maximum number of shares available

<PAGE> 6

for purchase under the Option at the time of exercise. Except as provided in
the next following sentence, payment in full of the Option Price of the shares
for which the Option is being exercised shall accompany the written notice of
exercise of the Option and shall be made either (i) in cash or in cash
equivalents; (ii) through the tender to the Company of shares of Stock,
including the shares of Stock subject to the Option being exercised, which
shares shall be valued, for purposes of determining the extent to which the
Option Price has been paid thereby, at their fair market value (determined in
the manner described in Section 9 above) on the date of exercise; or (iii) by a
combination of the methods described in (i) and (ii); provided, however, that
the Board or Committee may in its discretion impose and set forth in the Option
Agreement pertaining to an Option granted to persons other than Outside
Directors such limitations or prohibitions on the use of shares of Stock to
exercise Options as it deems appropriate. Unless the Board or Committee shall
provide otherwise, in the case of an Option Agreement relating to an Option
granted to someone other than an Outside Director, payment in full of the
Option Price need not accompany the written notice of exercise provided the
notice of exercise directs that the Stock certificate or certificates for the
shares for which the Option is exercised be delivered to a licensed broker
acceptable to the Company as the agent for the individual exercising the Option
and, at the time such Stock certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option Price for the shares of Stock purchased pursuant
to the exercise of the Option plus the amount (if any) of federal and other
taxes which the Company may, in its judgment, be required to withhold with
respect to the exercise of the Option. An attempt to exercise any Option
granted hereunder other than as set forth above shall be invalid and of no
force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price of the shares of Stock covered thereby, the individual
exercising the Option shall be entitled to the issuance of a Stock certificate
or certificates evidencing his ownership of such shares. A separate Stock
certificate or certificates shall be issued for any shares purchased pursuant
to the exercise of an Option which is an Incentive Stock Option which
certificate or certificates shall not include any shares which were purchased
pursuant to the exercise of an Option which is not an Incentive Stock Option.
An individual holding or exercising an Option shall have none of the rights of
a stockholder until the shares of Stock covered thereby are fully paid and
issued to him and, except as provided in Section 18 below, no adjustments shall
be made for dividends or other rights for which the record date is prior to the
date of such issuance.

11. TRANSFERABILITY OF OPTIONS

Unless set forth in the Option Agreement or Stock Appreciation Right
Agreement at the time of grant, or at any time thereafter, no Option or Stock
Appreciation Right shall be assignable or transferable by the Optionee to whom
it is granted, other than by will or the laws of descent and distribution and
during the lifetime of an Optionee to whom an Option is granted, only such
Optionee (or, in the event of legal incompetency, the Optionee's guardian or
legal representative) may exercise the Option.

<PAGE> 7

12. STOCK APPRECIATION RIGHTS

The Board may, upon recommendation of the Committee, grant
Stock Appreciation Rights to Optionees at the same time as such Optionees are
awarded Options under the Plan. Such Stock Appreciation Rights shall be
evidenced by agreements in such form as the Board shall from time to time
approve. Such agreements shall comply with, and be subject to, the following
terms and conditions:

(a) Employment Agreement. The Board may, in its discretion,
include in any Stock Appreciation Rights granted under the Plan a condition
that the Optionee shall agree to remain in the employ of, and to render
services to, the Company or any of its Subsidiaries for a period of time
(specified in the agreement) from the date the Stock Appreciation Rights are
granted. No such agreement shall impose upon the Company or any of its
Subsidiaries, however, any obligation to employ the Optionee for any period of
time.

(b) Grant. Each Stock Appreciation Right shall relate to a
specific Option under the Plan, and shall be awarded to an Optionee
concurrently with the grant of such Option. The number of Stock Appreciation
Rights granted to an Optionee shall be equal to the number of shares that the
Optionee is entitled to receive pursuant to the related Option. The number of
Stock Appreciation Rights held by an Optionee shall be reduced by:

(i) the number of Stock Appreciation Rights
exercised for Stock or cash under the Stock Appreciation Rights agreement, and

(ii) the number of shares of Stock purchased by such
Optionee pursuant to the related Option.

(c) Manner of Exercise. An Optionee shall exercise Stock
Appreciation Rights by giving written notice of such exercise to the Company.
The date upon which such written notice is received by the Company shall be the
exercise date for the Stock Appreciation Rights. The Stock Appreciation Rights
may only be exercised when the fair market value of the Stock subject to an
Option exceeds the exercised price of the Option.

(d) Appreciation Available. Each Stock Appreciation Right
shall entitle an Optionee to the following amount of appreciation and no more -
the excess of the fair market value of a share of Stock on the exercise date
over the option price of the related Option. The total appreciation available
to an Optionee from any exercise of Stock Appreciation Rights shall be equal to
the number of Stock Appreciation Rights being exercised, multiplied by the
amount of appreciation per Stock Appreciation Right determined under the
preceding sentence.

(e) Payment of Appreciation. In the discretion of the
Optionee, the total appreciation available to an Optionee from an exercise of
Stock Appreciation Rights may be paid to the Optionee

<PAGE> 8

either in Stock or in cash. If paid in cash, the amount thereof shall be the
amount of appreciation determined under Paragraph (d), above. If paid in Stock,
the number of shares of Stock that shall be issued pursuant to the exercise of
Stock Appreciation Rights shall be determined by dividing the amount of
appreciation determined under Paragraph (d), above, by the fair market value of
a share of Stock on the exercise date of the Stock Appreciation Rights.

(f) Limitations Upon Exercise of Stock Appreciation Rights. An
Optionee may exercise a Stock Appreciation Right for cash only in conjunction
with the exercise of the Option to which the Stock Appreciation Right relates.
Stock Appreciation Rights may be exercised only at such times and by such
persons as may exercise Options under the Plan. Stock Appreciation Rights shall
expire when the Option to which the Stock Appreciation Rights expires.
Adjustment to the number of shares in the Plan and the price per share pursuant
to Section 18 below shall also be made to any Stock Appreciation Rights held by
each Optionee. Any termination, amendment, or revision of the Plan pursuant to
Section 17 below shall be deemed a termination, amendment, or revision of Stock
Appreciation Rights to the same extent. A Stock Appreciation Right is
transferable only when the underlying Option is transferable, and under the
same conditions.

13. TERMINATION OF SERVICE OR EMPLOYMENT

(a) Employees and Subsidiary Directors. Upon the
termination of the employment or service of an Optionee (other than an Outside
Director) with the Company or a Subsidiary, other than by reason of the death
or "permanent and total disability" (within the meaning of Section 22(e)(3) of
the Code) of such Optionee, any Option and Stock Appreciation Rights granted to
an Optionee pursuant to the Plan shall terminate three months after the date of
such termination of employment, unless earlier terminated pursuant to Section
10(a); provided, however, that the Board or Committee may provide, by inclusion
of appropriate language in any Option Agreement, (which is not an Incentive
Stock Option) or Stock Appreciation Rights Agreement that the Optionee may
(subject to the general limitations on exercise set forth in Section 10(b)
above), in the event of termination of service or employment of the Optionee
with the Company or a Subsidiary, exercise an Option or Stock Appreciation
Right, in whole or in part, at any time subsequent to such termination of
service or employment and prior to termination of the Option or Stock
Appreciation Right pursuant to Section 10(a) above, either subject to or
without regard to any installment limitation on exercise imposed pursuant to
Section 10(b) above. Whether a leave of absence or leave on military or
government service shall constitute a termination of service or employment for
purposes of the Plan shall be determined by the Board or Committee, which
determination shall be final and conclusive. For purposes of the Plan, a
termination of employment with the Company or a Subsidiary shall not be deemed
to occur if the Optionee is immediately thereafter employed with or in the
service of the Company or any Subsidiary.

(b) Outside Directors. Except as provided in Section
13(c), any Option and Stock Appreciation Right granted to an Outside Director
shall terminate upon the expiration of three months after the termination of
the Outside Director's service with the Company other than

<PAGE> 9

because of death or "permanent and total disability" as defined above, or, if
earlier, upon the expiration of ten years after grant of the Option.

14. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

(a) Death of an Employee or Subsidiary Director. If
an Optionee (other than an Outside Director) dies while in the employ or
service of the Company or a Subsidiary or within the period following the
termination of employment or service during which the Option and Stock
Appreciation Right is exercisable under Section 13 above or 14(b) below, the
executors or administrators or legatees or distributees of such Optionee's
estate shall have the right (subject to the general limitations on exercise set
forth in Section 10(b) above), at any time within one year after the date of
such Optionee's death and prior to termination of the Option and Stock
Appreciation Right pursuant to Section 10(a) above, to exercise any Option or
Stock Appreciation Right held by such Optionee at the date of such Optionee's
death, whether or not such Option or Stock Appreciation Right was exercisable
immediately prior to such Optionee's death; provided, however, that the Board
or Committee may provide by inclusion of appropriate language in any Option
Agreement or Stock Appreciation Rights Agreement that, in the event of the
death of the Optionee, the executors or administrators or legatees or
distributees of such Optionee's estate may exercise an Option or Stock
Appreciation Right (subject to the general limitations on exercise set forth in
Section 10(b) above), in whole or in part, at any time subsequent to such
Optionee's death and prior to termination of the Option or Stock Appreciation
Right pursuant to Section 10(a) above, either subject to or without regard to
any installment limitation on exercise imposed pursuant to Section 10(b) above.

(b) Disability of an Employee or Subsidiary
Director. If an Optionee (other than an Outside Director) terminates employment
or service with the Company or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, then such Optionee shall have the right (subject to the general
limitations on exercise set forth in Section 10(b) above), at any time within
one year after such termination of service or employment and prior to
termination of the Option and Stock Appreciation Right pursuant to Section
10(a) above, to exercise, in whole or in part, any Option and Stock
Appreciation Rights held by such Optionee at the date of such termination of
service or employment, whether or not such Option was exercisable immediately
prior to such termination of service or employment; provided, however, that the
Board or Committee may provide, by inclusion of appropriate language in any
Option Agreement, and Stock Appreciation Rights Agreement that the Optionee
may, in the event of the termination of service or employment of the Optionee
with the Company or a Subsidiary by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, exercise an Option, and Stock Appreciation Right in whole or in part,
at any time subsequent to such termination of service or employment and prior
to termination of the Option and Stock Appreciation Right pursuant to Section
10(a) above, either subject to or without regard to any installment limitation
on exercise imposed pursuant to Section 10(b) above. Whether a termination of
service or employment is to be considered by reason of "permanent and total
disability" for

<PAGE> 10

purposes of this Plan shall be determined by the Board or Committee, which
determination shall be final and conclusive.

(c) Death or Disability of an Outside Director. Any
Option and Stock Appreciation Right granted to an Outside Director shall remain
exercisable for its remaining term in the event the Outside Director's
termination of service is by reason of death or "permanent and total
disability," as defined above, or, in the event of the Outside Director's death
during the three-month period following the Outside Director's termination of
service by reason other than death or permanent and total disability during
which the Option was exercisable pursuant to Section 13(b) above.

15. USE OF PROCEEDS

The proceeds received by the Company from the sale of Stock pursuant
to Options and Stock Appreciation Rights granted under the Plan shall
constitute general funds of the Company.

16. REQUIREMENTS OF LAW

(a) Violations of Law. The Company shall not be
required to sell or issue any shares of Stock under any Option or Stock
Appreciation Right if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or Stock Appreciation Right
or the Company of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. Specifically in connection with the Securities Act of 1933 (as now
in effect or as hereafter amended), upon exercise of any Option or Stock
Appreciation Right unless a registration statement under such Act is in effect
with respect to the shares of Stock covered by such Option or Stock
Appreciation Right the Company shall not be required to sell or issue such
shares unless the Board or Committee has received evidence satisfactory to it
that the holder of such Option or Stock Appreciation Right may acquire such
shares pursuant to an exemption from registration under such Act. Any
determination in this connection by the Board or Committee shall be final,
binding, and conclusive. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Securities Act of
1933 (as now in effect or as hereafter amended). The Company shall not be
obligated to take any affirmative action in order to cause the exercise of an
Option or Stock Appreciation Right or the issuance of shares pursuant thereto
to comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option shall not be
exercisable unless and until the shares of Stock covered by such Option or
Stock Appreciation Right are registered or are subject to an available
exemption from registration, the exercise of such Option or Stock Appreciation
Right (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

(b) Compliance with Rule 16b-3. The intent of this
Plan is to qualify for the exemption provided by Rule 16b-3 promulgated under
the Exchange Act. To the extent any

<PAGE> 11

provision of the Plan does not comply with the requirements of Rule 16b-3, it
shall be deemed inoperative to the extent permitted by law and deemed advisable
by the Board or Committee and shall not affect the validity of the Plan. In the
event Rule 16b-3 is revised or replaced, the Board, or the Committee acting on
behalf of the Board, may exercise discretion to modify this Plan in any respect
necessary to satisfy the requirements of the revised exemption or its
replacement.

17. AMENDMENT AND TERMINATION OF THE PLAN

The Board or Committee may, at any time and from time to time, amend,
suspend or terminate the Plan as to any shares of Stock as to which Options or
Stock Appreciation Rights have not been granted; provided, however, that no
amendment by the Board or Committee shall, without approval by a majority of
the votes present and entitled to vote at a duly held meeting of the
stockholders of the Company at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting
on the amendment, or by written consent, in accordance with applicable state
law and the Certificate of Incorporation and By-Laws of the Company, materially
increase the benefits accruing to participants under the Plan, change the
requirements as to eligibility to receive Options and Stock Appreciation Rights
or increase the maximum number of shares of Stock in the aggregate that may be
sold pursuant to Options or Stock Appreciation Rights granted under the Plan
(except as permitted under Section 18 hereof). Except as permitted under this
Section 16, no amendment, suspension or termination of the Plan shall, without
the consent of the holder of the Option or Stock Appreciation Rights, alter or
impair rights or obligations under any Option or Stock Appreciation Rights
theretofore granted under the Plan.

18. EFFECT OF CHANGES IN CAPITALIZATION

(a) Changes in Stock. If the outstanding shares of
Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increases or decreases in such shares effected without
receipt of consideration by the Company, occurring after the effective date of
the Plan, the number and kinds of shares of Stock for the purchase of which
Options and Stock Appreciation Rights may be granted under the Plan shall be
adjusted proportionately and accordingly by the Company. In addition, the
number and kind of shares of Stock for which Options and Stock Appreciation
Rights are outstanding shall be adjusted proportionately and accordingly so
that the proportionate interest of the holder of the Option and Stock
Appreciation Rights immediately following such event shall, to the extent
practicable, remain the same as immediately prior to such event. Any such
adjustment in outstanding Options and Stock Appreciation Rights shall not
change the aggregate Option Price payable with respect to shares of Stock
subject to the unexercised portion of the Option outstanding but shall include
a corresponding proportionate adjustment in the Option Price per share.

(b) Reorganization in Which the Company Is the
Surviving Corporation. Subject to Subsection (c) hereof, if the Company shall
be the surviving corporation in any

<PAGE> 12

reorganization, merger, or consolidation of the Company with one or more other
corporations, any Option and Stock Appreciation Right theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option Stock
Appreciation Right would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation.

(c) Reorganization in Which the Company Is Not the
Surviving Corporation or Sale of Assets of Stock. Upon the dissolution or
liquidation of the Company, or upon a merger, consolidation, reorganization or
other business combination of the Company with one or more other entities in
which the Company is not the surviving entity, or upon a sale of all or
substantially all of the assets of the Company to another entity, or upon any
transaction (including, without limitation, a merger or reorganization in which
the Company is the surviving corporation) approved by the Board which results
in any person or entity (or persons or entities acting as a group or otherwise
in concert) owning 80 percent or more of the combined voting power of all
classes of stock of the Company, the Plan and all Options and Stock
Appreciation Rights outstanding hereunder shall terminate, except to the extent
provision is made in writing in connection with such transaction for the
continuation of the Plan and/or the assumption of the Options and Stock
Appreciation Rights theretofore granted, or for the substitution for such
Options and Stock Appreciation Rights of new options covering the stock of a
successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which
event the Plan and Options and Stock Appreciation Rights theretofore granted
shall continue in the manner and under the terms so provided. In the event of
any such termination of the Plan, each individual holding an Option and/or
Stock Appreciation Right shall have the right immediately prior to the
occurrence of such termination and during such period occurring prior to such
termination as the Board or Committee in its sole discretion shall determine
and designate, to exercise such Option or Stock Appreciation Right in whole or
in part, whether or not such Option or Stock Appreciation Right was otherwise
exercisable at the time such termination occurs and without regard to any
installment limitation on exercise imposed pursuant to Section 10(b) above. The
Board or Committee shall send written notice of an event that will result in
such a termination to all individuals who hold Options or Stock Appreciation
Rights not later than the time at which the Company gives notice thereof to its
stockholders.

(d) Adjustments. Adjustments under this Section 18
related to Stock or securities of the Company shall be made by the Board or
Committee, whose determination in that respect shall be final, binding, and
conclusive. No fractional shares of Stock or units of other securities shall be
issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share or unit.

<PAGE> 13

(e) No Limitations on Company. The grant of an
Option or Stock Appreciation Rights pursuant to the Plan shall not affect or
limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate or to sell or
transfer all or any part of its business or assets.

19. DISCLAIMER OF RIGHTS

No provision in the Plan or in any Option or Stock Appreciation Rights
granted or Option Agreement or Stock Appreciation Rights Agreement entered into
pursuant to the Plan shall be construed to confer upon any individual the right
to remain in the employ or service of the Company or any Subsidiary, or to
interfere in any way with the right and authority of the Company or any
Subsidiary either to increase or decrease the compensation of any individual at
any time, or to terminate any employment or other relationship between any
individual and the Company or any Subsidiary.

20. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes or individuals or specifically to a
particular individual or individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

<PAGE> 1
Exhibit 10.6

INDEMNITY AGREEMENT

THIS AGREEMENT is made and entered into as of ________________, 1997,
by and between JET AVIATION TRADING, INC., a Florida corporation (the
"Company"), and _______________________ (the "Indemnitee").

PRELIMINARY STATEMENTS

WHEREAS, the Company desires to retain the services of the Indemnitee
as a director, officer, employee and/or agent of the Company;

WHEREAS, Section 607.0850 of the Florida Business Corporation Act (the
"Act") provides a non-exclusive statutory basis for the indemnification of
directors, officers, employees and agents of a Florida corporation and
authorizes agreements between the Company and its directors, officers,
employees and agents with respect to indemnification of such individuals.

WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified, and the Indemnitee is wiling to serve, continue to serve
and to take on additional service for or on behalf of the Company on the
condition that he be so indemnified; and

WHEREAS, in order to induce the Indemnitee to serve or to continue to
serve as a director, officer, employee and/or agent of the Company and/or a
subsidiary of the Company, the Company has determined and agreed to enter into
this agreement with the Indemnitee, and the Company and the Indemnitee agree as
follows:

1. Indemnification of Indemnitee. The Company hereby agrees to hold
harmless and indemnify the Indemnitee to the fullest extent authorized or
permitted by the provisions of the Florida Statute, or by any amendment thereof
or other statutory provision authorizing or permitting such indemnification
adopted after the date hereof that has the effect of broadening (but not
narrowing) the scope of indemnification provided under the Florida Statute as
it exists as of the date hereof.

2. Additional Indemnification. In addition to any other
indemnification to which the Indemnitee may be entitled pursuant to the Florida
Statute, the Company's Articles of Incorporation (the "Articles") or Bylaws
(the "Bylaws"), or otherwise, and subject only to the limitation set forth in
Section 3 hereof, the Company hereby further agrees to hold harmless and
indemnify the Indemnitee against any and all costs and expenses (including
trial, appellate and other attorneys' fees), judgments, fines, penalties and
amounts paid in settlement, actually and reasonably incurred by the Indemnitee
in connection with any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the

<PAGE> 2

Company or a corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise or by or in the right of any other person) to which
the Indemnitee is, was or at any time becomes a party, or is threatened to be
made a party, by reason of the fact that the Indemnitee is, was or at any time
becomes a director, officer, employee or agent of the Company, or is or was
serving or at any time serves at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. Notwithstanding any other
provision of this Agreement, the Company shall pay and reimburse all expenses
incurred by Indemnitee in connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named defendant or
respondent in the proceeding.

3. Limitations on Additional Indemnification. No indemnification
pursuant to Section 2 hereof shall be paid by the Company if a judgment (after
exhaustion of all appeals) or other final adjudication determines that the
Indemnitee's actions, or omissions to act, were material to the cause of action
so adjudicated and constitute:

a. a violation of criminal law, unless the Indemnitee had
reasonable cause to believe his conduct was lawful; or had no reasonable cause
to believe his conduct was unlawful;

b. a transaction from which the Indemnitee received an
improper personal benefit within the meaning of Section 607.0850(7)(b) of the
Florida Statute;

c. in the case of a director, a circumstance under which the
liability provisions of Section 607.0834 of the Florida Business Corporation
Act are applicable; or

d. willful misconduct or a conscious disregard for the best
interests of the Company in a proceeding by or in the right of the Company to
procure a judgment in its favor or in a proceeding by or in the right of a
shareholder of the Company.

4. Disbursement/Repayment of Expenses. In addition to the prompt
payment of any indemnification to which the Indemnitee may be entitled, upon
the demand of the Indemnitee, the Company shall promptly (and in any event
within five (5) business days after written demand therefor) advance to or
reimburse the Indemnitee for all reasonable expenses (including, without
limitation, trial, appellate and other attorneys' fees, court costs, judgments,
fines, penalties, amounts paid in settlement and other payments) that the
Indemnitee may incur in responding to, investigating, defending, settling or
appealing any claim, action, suit or proceeding for which it reasonably appears
that the indemnitee may be entitled to indemnification from the Company, either
pursuant to this Agreement, the Florida Statute, the Articles, the Bylaws or
otherwise. The Indemnitee agrees to reimburse the Company for all such expenses
in the event, and only to the extent, that it shall be ultimately determined
that the Indemnitee is not entitled to be indemnified by the Company for such
expenses under the provisions of Section 3 of this Agreement. Such undertaking
to reimburse the Company for amounts advanced if it is ultimately determined
that the Indemnitee is not entitled to be indemnified by the Company is an
unlimited general, unsecured and interest free obligation of the Indemnitee.

<PAGE> 3

5. Indemnification Procedures.

a. Payment/Determination of Indemnification. Upon any request
from the Indemnitee for indemnification from the Company, whether pursuant to
this Agreement, the Florida Statute, the Articles, the Bylaws or otherwise, the
Company shall promptly pay the full amount of such requested indemnification.
If the Company's Board of Directors (the "Board") reasonably believes that all
or any portion of such indemnification pursuant to this Agreement is prohibited
by Section 3 hereof, the Company shall in any event promptly pay the amount of
such indemnification if any, that may reasonably then be paid and shall
promptly make or cause to be made a determination (the "Determination") of
whether the payment of the balance is limited by Section 3 hereof. Such
Determination shall be made in the following order or preference:

(i) by the Board of Directors by majority vote or consent of
a quorum consisting of directors who are not, at the time of the Determination,
named parties to such action, suit or proceeding ("Disinterested Directors");
or

(ii) if such a quorum of Disinterested Directors cannot be
obtained by majority vote or consent of a committee duly designated by the
Board (in which designation all directors, whether or not Disinterested
Directors, may participate) consisting solely of two or more Disinterested
Directors; or

(iii) if such a committee cannot be established, by the
opinion of independent outside legal counsel employed by the Company; or

(iv) if such legal opinion cannot be obtained, by a majority
vote or consent of a quorum of shareholders who are not parties to such action,
suit or proceedings or, if not such quorum is obtainable, by a majority vote of
such shareholders.

b. Presumptions and Effect of Certain Proceedings. In making
a Determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making the Determination shall presume that
Indemnitee is entitled to indemnification under this Agreement and the Company
shall have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any Determination contrary to
that presumption. The termination of any claim, action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, be determinative of or create a
presumption that the Indemnitee is not entitled to indemnification or
reimbursement of expenses hereunder or otherwise.

c. Reliance as Safe Harbor. For purposes of any Determination
hereunder, the Indemnitee shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company; or with respect to any criminal action or proceeding, to have had
reasonable cause to believe his conduct was lawful, or no reasonable cause to
believe his conduct was unlawful; if his action is based on information,
opinions, reports, or

<PAGE> 4

statements, including financial statements and other financial data, prepared
or presented by one or more officers or employees of the Company whom the
Director reasonably believes to be reliable and competent in such matters
presented; legal counsel, public accountants, or other persons as to matters
the Director reasonably believes are within the persons' professional or expert
competence; or a committee of the Board of Directors of which he is not a
member if the Director reasonably believes the committee merits confidence. The
term "another enterprise" as used in this Section 5(c) shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which the Indemnitee is or was serving at the request of
the Company as a director, officer, partner, trustee, employee or agent. The
provisions of this Section 5(c) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which the Indemnitee may be deemed to
have met the applicable standard of conduct set forth herein.

d. Success on Merits or Otherwise. Notwithstanding any other
provision for this Agreement, to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described herein, or in defense of any claim, issue or matter
therein, he shall be indemnified against all costs and expenses (including
trial, appellate and other attorneys' fees) actually and reasonably incurred by
him in connection with the investigation, defense, settlement or appeal
thereof. For purposes of this Section 5(d), the term "successful on the merits
or otherwise" shall include, but not be limited to, (i) any termination,
withdrawal, or dismissal (with or without prejudice) of any claim, action, suit
or proceeding against the Indemnitee without any express finding of liability
or guilt against him, (ii) the expiration of 90 days after the making of any
claim or threat of an action, suit or proceeding without the institution of the
same and without any promise of payment made to induce a settlement, or (iii)
the settlement of any action, suit or proceeding pursuant to which the
Indemnitee pays less than $15,000 in settlement.

e. Partial Indemnification or Reimbursement. If the
Indemnitee is entitled under any provision of this Agreement to indemnification
and/or reimbursement by the Company for some or a portion of the costs and
expenses (including trial, appellate and other attorneys' fees) judgments,
fines, penalties or amounts paid in settlement by the Indemnitee in connection
with the investigation, defense, settlement or appeal of any action specified
herein, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify and/or reimburse the Indemnitee for the portion thereof
to which the Indemnitee is entitled. The party or parties making the
Determination shall determine the portion (if less than all) of such claims,
damages, expenses (including trial, appellate and other attorneys' fees),
judgments, fines or amounts paid in settlement for which the Indemnitee is
entitled to indemnification and/or reimbursement under this Agreement.

f. Costs. All costs of making any Determination required by
this Section 5 shall be borne solely by the Company, including, but not limited
to, the costs of legal counsel, proxy solicitations and judicial
determinations. The Company shall also be solely responsible for paying (i) all
reasonable expenses incurred by the Indemnitee to enforce this Agreement
including trial, appellate and other attorneys' fees and costs; and (ii) all
costs of defending any suits or proceedings challenging payments to the
Indemnitee under this Agreement including trial, appellate and other attorneys'
fees and costs.

<PAGE> 5

g. Timing of the Determination. The Company shall use its best
efforts to make the Determination contemplated by this Section 5 promptly, but
in all events within the following time periods:

i. if the Determination is to be made by the Board or a
committee thereof, such Determination shall be made not later than 30 days
after a written request for a Deermination (a "Request") is delivered to the
Company by the Indemnitee;

ii. if the Determination is to be made by the Company's
outside independent legal counsel, such Determination shall be made not later
than 30 days after a Request is delivered to the Company by the Indemnitee; and

iii. if the Determination is to be made by the Company's
shareholders, such Determination shall be made not later than 90 days after a
Request is delivered to the Company by the Indemnitee.

The failure to make a Determination within the above-specified time period
shall constitute a Determination that full indemnification is not limited or
prohibited by Section 3 hereof.

h. Shareholder Vote on Determination. In connection with each
meeting at which a Shareholder Determination will be made, the Company shall
solicit proxies that expressly include a proposal to indemnify or reimburse the
Indemnitee. Subject to the fiduciary duties of its members under applicable
law, the Board will not recommend against Indemnification or reimbursement in
any proxy statement relating to the proposal to indemnify or reimburse the
Indemnitee.

i. Right of Indemnitee to Appeal on Adverse Determination by
Board or Committee. If a Determination is made by the Board or a committee
thereof that all or any portion of a request for indemnification pursuant to
this Agreement is prohibited by Section 3 hereof, then upon the written request
of the Indemnitee, the Company shall cause a new Determination to be made by
the Company's shareholders at the next regular or special meeting of
shareholders. Such Determination by the Company's shareholders shall be binding
and conclusive for all purposes of this Agreement, but shall not preclude the
Indemnitee from seeking court-ordered indemnification or reimbursement pursuant
to any provision of the Florida Statutes or otherwise.

j. Right of Indemnitee to Select Forum for Indemnification. If at
any time subsequent to the date of this Agreement, "Continuing Directors" (as
defined below) do not constitute a majority of the members of the Board, or
there is otherwise a change in control of the Company (as contemplated by Item
403(c) of Securities and Exchange Commission Regulation S-K), then upon the
request of the Indemnitee, the Company shall cause the Determination required
by this Section 5 to be made by special legal counsel designated by the
Indemnitee and approved by the Board (which approval shall not be unreasonably
withheld), which counsel shall be deemed to satisfy the requirements of Section
5(a)(iii) hereof. If none of the legal counsel selected by the Indemnitee

<PAGE> 6

are willing and/or able to make the Determination, then the Company shall cause
the Determination to be made a majority vote or consent of a Board committee
consisting solely of Continuing Directors. For purposes of this Agreement, a
"Continuing Director" means either a member of the Board at the date of this
Agreement or a person nominated to serve as a member of the Board by a majority
of the then Continuing Directors.

k. Access by the Indemnitee to Determination. The Company
shall afford to the Indemnitee and his representative ample opportunity to
present evidence of the facts upon which the Indemnitee relies for
indemnification or reimbursement, together with other information relating to
any requested Determination. The Company shall also afford the Indemnitee the
reasonable opportunity to include such evidence and information in any Company
proxy statement relating to a shareholder Determination.

6. Contribution.

a. If the indemnification provided in Sections 1 and 2 hereof is
unavailable and may not be paid to the Indemnitee for any reason other than
those set forth in Section 3 hereof, then in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable
with the Indemnitee (or would be joined in such action, suit or proceeding),
the Company shall contribute to the amount of expenses, judgments, fines and
settlements paid or payable by the Indemnitee in such proportion as is
appropriate to reflect (i) the relative benefits received by the Company on the
one hand and the Indemnitee on the other hand from the transaction from which
such action, suit or proceeding arose, and (ii) the relative fault of the
Company on the one hand and of the Indemnitee on the other in connection with
the events that resulted in such expenses, judgments, fines or settlement
amounts, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and of the Indemnitee on the other shall
be determined by reference to, among other things, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
the circumstances resulting in such expenses, judgments, fines or settlement
amounts. The Company agrees that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata allocation
or any other method of allocation that does not take in to account the
foregoing equitable considerations.

b. The determination as to the amount of the contribution, if any,
shall be made by:

i. a court of competent jurisdiction upon the application of
both the Indemnitee and the Company (if an action or suit had been brought in,
and final determination had been rendered by such court);

ii. the Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or

<PAGE> 7

iii. outside independent legal counsel of the Company, if a
quorum is not obtainable for purpose of (ii) above, or, even if obtainable, a
quorum of Disinterested Directors so directs.

7. Notification and Defense of Claim. Promptly after receipt of notice
of the commencement of any action, suit or proceeding, the Indemnitee will, if
a claim in respect thereof is to be made against the Company under this
Agreement, notify the Company of the commencement thereof, but the omission to
so notify the Company will not relieve the Company from any liability that it
may have to the Indemnitee otherwise than under this Agreement. With respect to
any such action, suit or proceeding as to which the Indemnitee so notifies the
Company:

a. The Company will be entitled to participate therein at its own
expense.

b. Except as otherwise provided below, the Company may assume the
defense thereof, with counsel satisfactory to the Indemnitee. After notice from
the Company to the Indemnitee of its election to assume the defense, the
Company will not be liable to the Indemnitee under this Agreement for any legal
or other expenses subsequently incurred by the Indemnitee in connection with
the defense thereof, other than reasonable costs of investigation or as
otherwise provided below. The Indemnitee shall have the right to employ his
counsel in such action, suit or proceeding, but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless: (i) the employment of
counsel by the Indemnitee has been authorized by the Company; (ii) the
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and the Indemnitee in the conduct of the defense
of such action; or (iii) the Company shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of the Indemnitee's counsel shall be at the expense of the Company. The Company
shall not be entitled to assume the defense of any action, suit or proceeding
brought by or on behalf of the Company or as to which the Indemnitee shall have
come to the conclusion provided for in (ii) above; and

c. The Company shall not be liable to indemnify the Indemnitee under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent. The Company shall not settle any action
or claim in any manner that would impose any penalty or limitation on the
Indemnitee without the Indemnitee's written consent. Neither the Company nor
the Indemnitee will unreasonably withhold its or his consent to any proposed
settlement.

8. Liability Insurance. So long as the Indemnitee shall continue to
serve as a director or officer of the Company (or shall continue at the request
of the Company to serve as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise), the Company will use
its best efforts to purchase and maintain in effect for the benefit of the
Indemnitee one or more valid, binding and enforceable policy or policies of D&O
Insurance providing coverage within limits determined by the Board in its sole
discretion. Notwithstanding the foregoing, the Company shall

<PAGE> 8

not be required to purchase or maintain such insurance policy, if, in the sole
discretion of the Board (i) such insurance is not reasonably available; (ii)
the premium cost for such insurance is disproportionate to the amount of
coverage; or (iii) the coverage provided by such insurance is so limited by
exclusions that there is insufficient benefit from such insurance.

9. Disclosure of Payments. Except as expressly required by law,
neither party shall disclose any payments under this Agreement unless prior
approval of the other party is obtained. Any payments to the Indemnitee that
must be disclosed shall, unless otherwise required by law, be described only in
Company proxy or information statements relating to special and/or annual
meetings of the Company's shareholders, and the Company shall afford the
Indemnitee the reasonable opportunity to review all such disclosures and, if
requested, to explain in such statement any mitigating circumstances regarding
the events reported.

10. Covenant Not to Sue; Limitation of Actions and Release of Claims.
No legal action shall be brought and no cause of action shall be asserted by or
on behalf of the Company (or any of its subsidiaries) against the Indemnitee,
his spouse, heirs, personal representatives, successors or assigns after the
expiration of 2 years from the date the Indemnitee ceases (for any reason) to
serve as either a director, officer, or agent of the Company, and any claim or
cause of action of the Company (or any of its subsidiaries) shall be
extinguished and deemed released unless asserted by the filing of a legal
action within such 2-year period.

11. Continuation of Obligations. All agreements and obligations of the
Company contained herein shall continue during the period the Indemnitee is a
director, officer, employee or agent of the Company (or is serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise), and shall
continue thereafter for so long as the Indemnitee shall be subject to any
possible claim or threatened, pending or completed action, suit or proceeding,
whether civil, criminal or investigative, by reason of the fact that the
Indemnitee has ceased to serve in any such capacity due to his resignation,
removal by vote of directors or shareholders, termination, death, disability or
otherwise.

12. Enforcement.

a. The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order
to induce the Indemnitee to serve or to continue to serve as a director,
officer, employee and/or agent of the Company and/or a subsidiary of the
Company, and acknowledges that the Indemnitee is relying upon this Agreement in
agreeing to serve or to continue to serve in such capacity.

b. In the event the Indemnitee is required to bring any action to
enforce his rights and to collect monies due under this Agreement and is
successful in such action, the Company shall reimburse the Indemnitee for all
of the Indemnitee's reasonable fees and expenses in bringing and pursuing such
action, including reasonable attorney's fees (including trial, appellate and
other attorney's fees), court costs and other related expenses.

<PAGE> 9

13. Miscellaneous.

a. Cooperation and Intent. The Company shall cooperate in good
faith with the Indemnitee and use its best efforts to ensure that the
Indemnitee is indemnified and/or reimbursed for expenses as described herein to
the fullest extent permitted under the provisions of this Agreement.

b. Nonexclusivity; Subrogation; Entire Agreement. The rights of
indemnification and reimbursement provided in this Agreement shall be in
addition to any rights by which the Indemnitee may otherwise be entitled by the
Florida Statutes, the Articles, the Bylaws, a vote of the Company's
shareholders, or otherwise. In the event of any payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall execute all papers required and
take all action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights. The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
the Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise. This Agreement constitutes the entire
agreement between the Company and the Indemnitee with respect to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, both written and oral, between the parties hereto with respect
to such subject matter (the "Prior Agreements"); provided, however, that if
this Agreement shall ever be held void or unenforceable for any reason
whatsoever, and is not reformed pursuant to Section 13(d) hereof, then (i) this
Agreement shall not be deemed to have superseded any Prior Agreements; (ii) all
of such Prior Agreements shall be deemed to be in full force and effect
notwithstanding the execution of this Agreement; and (iii) the Indemnitee shall
be entitled to maximum indemnification benefits provided under the Florida
Statute, the Articles, the Bylaws, a vote of Company's shareholders, or any
Prior Agreements.

c. Effective Date. The provisions of this Agreement shall cover
claims, actions, suits, and proceedings whether now pending or hereafter
commenced and shall be retroactive to cover acts or omissions or alleged acts
or omissions that heretofore have taken place.

d. Severability; Reformation. Each of the provisions of this
Agreement is a separate and distinct agreement and independent of the others,
so that if any provision hereof shall be held to be invalid or unenforceable in
whole or in part for any reason, such invalidity or unenforceability shall not
affect the validity or enforceability of the other provisions hereof. In the
event that all or any portion of this Agreement is ever held void or
unenforceable by a court of competent jurisdiction, then the parties hereto
hereby expressly authorize such court to modify any provision(s) held void or
unenforceable to the extent, and only to the extent, necessary to render it
valid and enforceable.

e. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or
other communication is directed, or (ii) mailed by certified or registered
mail, postage prepaid, on the third business day after the date on which it is
so mailed:

<PAGE> 10

If to the Indemnitee: To the address set forth on the signature page hereof.

If to the Company: Jet Aviation Trading, Inc.
15675 N.W. 15 Avenue
Miami, FL 33169

or to such other address as may have been furnished by either party to the
other.

f. Amendments or Modification. This Agreement may not be amended or
modified in any way except by a written instrument executed by all of the
parties.

g. Governing Law. This Agreement shall be governed by, interpreted
and enforced in accordance with the laws of the State of Florida, without
giving effect to the principles of conflicts of law thereof.

h. Successor and Assigns. This Agreement shall be binding, upon the
Indemnitee and the Company, its successors and assigns, and shall inure to the
benefit of the Indemnitee, his heirs, personal representatives, successors and
assigns and to the benefit of the Company, its successors and assigns.

i. Identical Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same
agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.

j. Headings. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

JET AVIATION TRADING, INC.

BY:
-----------------------------------
Joseph Nelson, President

THE INDEMNITEE:

--------------------------------------

Address:
------------------------------

--------------------------------------

<PAGE> 1

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Registration Statement on Form SB-2 of
our report dated October 9, 1997, related to the financial statements of Jet
Aviation Trading, Inc. and to the reference to our firm under the caption
"Experts" in the prospectus.

Sweeney, Gates & Co.

Fort Lauderdale, Florida
November 12, 1997