<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
JETBORNE INTERNATIONAL, INC.
----------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------
(Title of Class of Securities)
477144208
----------------------------------------
(CUSIP Number)
Robert T. Burke
Mandel, Buder & Verges
101 Vallejo Street
San Francisco, CA 94111
(415) 781-4400
(Name, Address and Telephone Number Persons Authorized to Receive Notices and
Communications)
May 15, 1998
--------------------------------------------------------
(Date of Events which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 477144208 PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Horsham Enterprises, Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2 (e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,121,569
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,121,569
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,121,569
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
32.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 477144208 Page 3 of 7 Pages
ITEM 1: SECURITY AND ISSUER
- ------- -------------------
1. Class of Securities: common stock, par value $.01 per share (the "Common
Stock")
2. Issuer: Jetborne International, Inc. ("Jetborne")
3. Principal Address: 4010 Northwest 36th Avenue, Miami, Florida 33142
ITEM 2: IDENTITY AND BACKGROUND
- ------- ------------------------
(a) REPORTING PERSON: Horsham Enterprises Limited ("Horsham")
(b) Business Address: Columbus Centre Building, Wickams Cay, Road Town,
Tortola, British Virgin Islands
(c) Principal Business: Holding investments
(d) Criminal Convictions: None
(e) Civil Ajudication of Violation of Securities Laws: None
(f) Citizenship or place of Organization: British Virgin Islands
Horsham is beneficially owned, in equal shares, by Howard P.L. Yeung and Kenneth
Yeung, who are brothers. The sole managing director of Horsham, and therefore
its sole executive officer and director, is Roy K.C. Chan.
(a) INSTRUCTION C REPORTING PERSON: Howard P.L. Yeung
(b) Business Address: 2202 Kodak House II, 39 Healthy Street, East, North
Point, Hong Kong
(c) Principal Business: Investor
(d) Criminal Convictions (excluding traffic violations or similar
misdemeanors): None
(e) Civil Adjudication of Violation of Securities Laws: None
(f) Citizenship or place of organization: Hong Kong
* * * * * * * * * * * * * * * *
(a) INSTRUCTION C REPORTING PERSON: Kenneth Yeung
<PAGE>
CUSIP No. 477144208 Page 4 of 7 Pages
(b) Business Address: 2202 Kodak House II, 39 Healthy Street, East, North
Point, Hong Kong
(c) Principal Business: Investor
(d) Criminal convictions (excluding traffic violations or similar
misdemeanors): None
(e) Civil Adjudication of Violation of Securities Laws: None
(f) Citizenship or place of organization: Hong Kong
* * * * * * * * * * * * * * * *
(a) INSTRUCTION C REPORTING PERSON: Roy K.C. Chan
(b) Business Address: 2202 Kodak House II, 39 Healthy Street, East, North
Point, Hong Kong
(c) Principal Business: Investor
(d) Criminal Convictions (excluding traffic violations or similar
misdemeanors): None
(e) Civil Adjudication of Violation of Securities Laws: None
(f) Citizenship or place of organization: Hong Kong
* * * * * * * * * * * * * * * *
ITEM 3: SOURCE AND AMOUNT OF FUNDS
- ------------------------------------
If the option contained in the Stock Option Agreement discussed in Item 5(a)
below (the "Option") is exercised, the source of the purchase price
for the securities of Jetborne, in the aggregate amount of $999,000, would be
working capital of Horsham.
ITEM 4: PURPOSE OF TRANSACTION
- -------------------------------
The Common Stock of Jetborne to be purchased by Horsham if Horsham decides to
exercise the Option will be acquired for investment purposes. Factors that may
be considered by Horsham in deciding whether to exercise the Option include
Jetborne's financial condition, business and prospects, other developments
concerning Jetborne, price levels of the Common Stock, other opportunities
available to Horsham, and general political, economic and financial market
conditions in the United States, Hong Kong or Israel. On October 11, 1996,
Horsham entered into a joint venture with Jetborne's major shareholder, Rada
Electronic Industries Limited ("Rada"), to establish maintenance facilities
using Rada's technology. Currently, 1,748,393 shares of Common Stock are owned
by Rada, such shares representing approximately 75% of the issued and
outstanding shares of Common Stock. If the Option is exercised by Horsham, the
shares of Common Stock owned by Rada would continue to represent a controlling
interest in
<PAGE>
CUSIP No. 477144208 Page 5 of 7 Pages
Jetborne (approximately 50.6% of the issued and outstanding shares of Common
Stock). If Horsham exercises the Option, it intends to seek representation on
Jetborne's Board of Directors. Except as set forth above, none of the Reporting
Persons has any plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
- ---------------------------------------------
(a) On March 16, 1998, Horsham entered into an option agreement, entitled
Stock Option Agreement, with Jetborne, and on May 15, 1998, Horsham
and Jetborne entered into Addendum No. 1 thereto in order to confirm
the number of shares subject to such Agreement and in order more fully
to effectuate and confirm the option granted thereby (such Agreement,
as modified and confirmed by the Addendum No. 1 thereto, is referred
to herein as the "Stock Option Agreement"). Pursuant to the Stock
Option Agreement, Horsham has the option through June 13, 1998, to
purchase from Jetborne for $999,000 a total of 1,121,569 shares of
Jetborne's Common Stock. The 1,121,569 shares of Jetborne's Common
Stock to be purchased by Horsham from Jetborne (upon exercise by
Horsham of the option granted by the Stock Option Agreement) will
represent approximately 32.5% of the total number of shares of Common
Stock of Jetborne then outstanding (30%, on a fully-diluted basis). As
stated above, Horsham is controlled by Howard P.L. Yeung and Kenneth
Yeung.
(b) Except as set forth in Item 5(a) above, no transactions in the class
of securities reported on were effected during the past sixty days by
the Reporting Persons.
(c) Not applicable
(d) As stated above, Horsham is controlled by Howard P.L. Yeung and
Kenneth Yeung.
(e) Ownership below 5%: Not applicable
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
None except as set forth in Item 5(a) above.
ITEM 7: EXHIBITS
- -----------------
1. Stock Option Agreement, dated as of March 16, 1998, by and between
Horsham and Jetborne.
2. Addendum No. 1 to Stock Purchase Agreement, dated as of May 15, 1998,
by and between Horsham and Jetborne.
<PAGE>
CUSIP No. 477144208 Page 6 of 7 Pages
SIGNATURE
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Horsham Enterprises Limited
/s/ Roy K.C. Chan
- ------------------------------------
By: Roy K.C. Chan, Managing Director
<PAGE>
CUSIP No. 477144208 Page 7 of 7 Pages
EXHIBIT INDEX
Exhibit
- -------
Exhibit 1 Stock Option Agreement, dated as of March 16, 1998, by and
between Horsham and Jetborne
Exhibit 2 Addendum No. 1 to Stock Purchase Agreement, dated as of May 15,
1998, by and between Horsham and Jetborne.
<PAGE>
Exhibit 1
STOCK OPTION AGREEMENT
(Jetborne International, Inc. / Horsham Enterprises, Ltd.)
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as
of this ____ day of March 1998 and between JETBORNE INTERNATIONAL INC a Delaware
corporation (the "Company") and HORSHAM ENTERPRISES LTD, a British Virgin
Islands corporation (the "Purchaser") with reference to the following facts
and circumstances:
A. The Company, which is publicly-held, has authorised capital stock
comprised only of __________ shares of $.01 par value Common Stock, of which
__________ shares are issued and outstanding as of the date of this Agreement.
B. Upon and subject to the terms and conditions set forth herein, the
Company wishes to grant to the Purchaser, and the Purchaser wishes to acquire
from the Company, an option to acquire from the Company __________ shares of the
Company's $.01 par value Common Stock (the "Shares") which Shares, once issued
to the Purchaser, would constitute thirty (30%) of the issued and outstanding
capital stock of the Company on a fully-diluted basis.
NOW THEREFORE, in consideration of the premises and respective
representations, warranties, covenants, agreements and indemnities contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the parties hereto hereby
agrees as follows:
1. GRANT OF OPTION, OPTION FEE. Subject to the terms and conditions
hereof, the Company hereby grants to Purchaser an option (the "Option") to
purchase the Shares for an aggregate purchase price of Nine Hundred and Ninety-
nine Thousand Dollars ($999,000) (the "Purchase Price"). In consideration of
the grant of the Option, the Purchaser has concurrently with the execution of
this Agreement paid to the Company the sum of One Thousand Dollars ($1,000)
(the "Option Fee"), and the Company hereby acknowledges receipt of the Option
Fee. It is agreed and understood that nothing in this Agreement shall obligate
the Purchaser to purchase the Shares, and the Purchaser may elect whether or
not to exercise the Option in the Purchaser's sole and absolute discretion.
2. EXERCISE PERIOD. The Option may be exercised at any time during the
period commencing on the date hereof and ending 90 days after the date
hereof (the "Exercise Period"). On the close of business on the last day of the
Exercise Period the Option, if not theretofore exercised, shall become null and
void. The date on which the Option is exercised is referred to herein as the
"Exercise Date".
3. METHOD OF EXERCISE; FURTHER ASSURANCES. The Option shall be exercisable
upon written notice to the Company accompanied by payment by check or
1
<PAGE>
wire transfer of the Purchase Price. Upon exercise of the Option, the Company
and the Purchaser shall each execute and deliver to the other any documents
reasonably requested by the other in order more fully to effectuate the subject
transaction or to comply with any applicable securities laws or exemption
therefrom.
4. COMPANY'S REPRESENTATIONS AND WARRANTIES. Except as disclosed in the
schedules (if any) attached hereto, as a material inducement to the Purchaser to
execute this Agreement and to acquire the Option pursuant hereto, the Company
represents and warrants to the Purchaser, as of the date hereof, and as of the
Exercise Date, as follows:
(a) Organization and Good Standing; Compliance. The Company is duly
------------------------------------------
organised, validly existing and in good standing under the laws of the State of
Delaware with full power and authority to own or lease and operate its
properties and assets and to carry on any business. The Company has all
requisite corporate power to enter into this Agreement and to sell the Shares
and to carry out and perform its obligations under the terms of this Agreement.
Without limiting the generality of the preceding sentence, the Company has
received any and all consents and approvals required under applicable law to be
obtained with respect to the execution of this Agreement and the sale and
issuance of the Shares to the Purchaser pursuant hereto.
(b) Capital Stock. The Company has only one class of capital stock, ie
-------------
Common Stock, $.01 par value per share, of which there are __________ shares
authorised, and __________ shares issued and outstanding as of the date of this
Agreement. On the Exercise Date, upon exercise of the Option and the sale of
the Shares to the Purchaser pursuant hereto: (i) the Shares, and all other
issued and outstanding shares of capital stock of the Company, will have been
duly authorised and validly issued, fully paid and non-assessable, (ii) the
Shares will constitute at least thirty percent (30%) of the issued and
outstanding capital stock of the Company on a fully-diluted basis.
(c) Liens And Encumbrances. There will be no liens, encumbrances, pledges
----------------------
or other claims of any nature against the Shares if and when issued to the
Purchaser.
(d) Securities Law and Warrants and Options.
---------------------------------------
(i) All of the outstanding Common Stock of the Company has been and
will be offered and sold in accordance with applicable federal and state
securities law or applicable exceptions thereunder and there are no
preemptive rights in respect thereof.
2
<PAGE>
(ii) Except as may be disclosed in the schedules (if any) attached
hereto, there are no outstanding rights, options, warrants, rights, calls,
puts, commitments, plans or other agreements of any nature or character
providing for the purchase or issuance of any other unissued shares of the
Common Stock of the Company.
(e) Binding Agreement. This Agreement constitutes a valid and binding
-----------------
obligation of the Company, enforceable in accordance with its terms.
(f) Chapter 11 Proceedings. The Chapter 11 proceedings initiated in
----------------------
respect of the Company (Case No. 91-16169-BKC.AJC. U.S. Bankruptcy Court
Southern District of Florida) have been fully and unconditionally discharged and
concluded.
5. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Except as disclosed in the
schedules (if any) attached hereto, as a material inducement to the Company to
execute this Agreement, the Purchaser hereby represents and warrants to the
Company, as of the date hereof, and as of the Exercise Date, that:
Organisation and Good Standing Compliance. The Purchaser is duly organised,
- -----------------------------------------
validly existing and in good standing under the laws of the British Virgin
Islands with full power and authority to own or lease and operate its
properties and assets and to carry on any business as it is now being
conducted, and is qualified to do business in every jurisdiction where the
failure to so qualify would have a material adverse effect on the business of
the Purchaser or its properties. The Purchaser has full right, power and
authority to enter into this Agreement and to perform its obligations as
provided herein.
6. COVENANTS OF COMPANY. During the period commencing on the date hereof
and ending upon termination of the Exercise Period (or, if earlier, the Exercise
Date), the Company covenants with the Purchaser as follows:
(a) Purchaser's Due Diligence; Access to Information. In order to
------------------------------------------------
facilitate the Purchaser's due diligence review of the Company, the Company will
permit the Purchaser and its representatives to have access to the Company's
facilities, and the Company shall furnish the Purchaser with any information
reasonably requested by the Purchaser, at all reasonable times and in a manner
so as not to interfere with the normal business operations of the Company.
Neither such access, inspection or furnishing of information to the Purchaser
and its representatives, nor any investigation by the Purchaser and its
representatives, shall in any way diminish or otherwise affect the Purchaser's
rights to rely on any representation or warranty made by the Company hereunder.
3
<PAGE>
(b) Notice of Developments. The Company shall give prompt written notice
----------------------
to the Purchaser of any material adverse development causing a breach of any of
the Company's representations and warranties herein. No such notice shall,
however, be deemed to amend or supplement this Agreement (including the
representations and warranties contained herein and any schedules hereto) or to
prevent or cure any misrepresentation, breach of warranty or breach of covenant.
7. MUTUAL HOLD HARMLESS AND INDEMNIFICATION.
(a) By Company. The Company agrees to defend, indemnify and hold harmless
----------
the Purchaser from and against any loss, claim, damage, liability or expense
(including reasonable attorneys fees):
(i) incurred or sustained by the Purchaser on account of any and all
liabilities of the Company;
(ii) incurred or sustained by the Purchaser on account of any
misrepresentation or breach of any representation, warranty, covenant or
agreement of the Company contained in this Agreement or in any schedule,
exhibit or other document delivered pursuant hereto; or
(iii) incurred or sustained by the Purchaser on account of any
liability of the Company for a finder's fee, brokerage commission or other
like payment.
If any claim is asserted against the Purchaser for which indemnification
may be sought under the provisions of this Section 7, the Purchaser shall
promptly notify the Company that the Company may participate in the negotiation
and settlement of any such claim at the Company's expense and permitting the
Company to join in the defence of any legal action arising therefrom at the
Company's expense. The Company shall not be liable to the Purchaser under this
Section for losses aggregating less than $1,000.00 (US) or for losses with
respect to any claim for which the Purchaser shall have failed to notify the
Company in writing within eighteen (18) months from the Exercise Date.
4
<PAGE>
8. MISCELLANEOUS.
(a) Entire Agreement; Successors and Assigns. This Agreement constitutes
----------------------------------------
the entire agreement between the parties relative to the subject matter hereof.
Any previous agreement or document is superseded by this Agreement. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective executors, administrators, heirs, successors and assigns of
the parties.
(b) Construction. This Agreement shall be governed by and construed in
------------
accordance with the laws of the State of Delaware of the United States of
America.
(c) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Attorneys' Fees. In the event any legal action is brought to enforce
---------------
the terms of this Agreement, the prevailing party shall be entitled to
reimbursement of its legal fees, including costs of enforcement, from the other
party or parties, as the case may be.
(e) Notices. Any notice required or permitted hereunder shall be given in
-------
writing and shall be deemed effectively given upon personal delivery, twenty-
four (24) hours after transmission by facsimile, or five (5) days after deposit
in the United States mail, by registered or certified mail, addressed to a party
at its address shown on the signature page hereof, or at such other address as
such party may designate by ten (10) day's advance written notice to the other
party.
(f) Survival of Warranties. The representations and warranties of the
----------------------
parties contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Exercise Date.
(g) Brokers. The parties severally represent and jointly agree that no
-------
brokers have been involved in the purchase and sale of Shares contemplated by
this Agreement.
(h) Amendment of Agreement. Any provision of this Agreement may be amended
----------------------
by a written instrument signed by each of the parties.
5
<PAGE>
(i) Remedies; Injunctive Relief. In the event of any breach of this
---------------------------
Agreement, the parties shall be entitled to exercise any and all rights and
remedies available to them under applicable documents and law (including all
equitable remedies), all of which are cumulative. Without limiting the
generality of the foregoing, the parties acknowledge and agree that, in the
event the Company breaches its obligation hereunder to sell the Shares to the
Purchaser, damages would be inadequate and the Purchaser shall be entitled to
injunctive relief, including, without limitation, specific performance of the
Company's obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EXECUTED by JETBORNE )
INTERNATIONAL INC by: )
________________________________
Name:
Title:
Address:
Fax No:
EXECUTED by HORSHAM )
ENTERPRISES LIMITED by: )
________________________________
Name:
Title:
Address:
Fax No:
7
<PAGE>
EXHIBIT 2
ADDENDUM NO. 1 TO
STOCK OPTION AGREEMENT
(Jetborne International, Inc./Horsham Enterprises, Ltd.)
THIS ADDENDUM NO. 1 TO STOCK OPTION AGREEMENT (this "Addendum") is made
and entered into as of this _____ day of May, 1998 by and between JETBORNE
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and HORSHAM
ENTERPRISES, LTD., a British Virgin Islands corporation (the "Purchaser"),
with reference to the following facts and circumstances:
A. Reference is made to that certain Stock Option Agreement dated as of
March __, 1998 between the Company and the Purchaser (the "Agreement").
Capitalized terms used herein and not otherwise defined have the meanings
provided therefor in the Agreement.
B. Pursuant to the Agreement, the Company granted to the Purchaser an
Option to acquire Shares of the Company's common stock, which Shares, once
issued to the Purchaser, would constitute thirty (30%) of the issued and
outstanding capital stock of the Company on a fully-diluted basis. The
Agreement does not, however, specify the number of Shares covered by the
Option.
C. In order more fully to effectuate and confirm the grant of the Option
by the Company to the Purchaser, the Company and the Purchaser wish to enter
into this Addendum to specify the number of Shares covered by the Option and
to enter into certain other agreements concerning the Option and the Shares.
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the parties hereto hereby agrees as follows:
1. OPTION SHARES. The Company and the Purchaser acknowledge and agree
that the Option covers 1,121,569 Shares.
2. NUMBER OF OUTSTANDING SHARES AND WARRANTS. The Company hereby represents
and warrants to the Purchaser that: (a) as of the date hereof, there are
2,331,819 shares of its capital stock issued and outstanding; (b) it has issued
warrants to Mr. Eles Dobronsky to purchase 285,174 shares of the Company's
common stock (the "Dobronsky Warrants"); and (c) as of the date hereof, the
Dobronsky Warrants are the only options or warrants relating to the Company's
capital stock that are issued and outstanding. The Company further represents
and warrants to the Purchaser that the Shares referred to in Section 1 above, if
issued to the Purchaser upon exercise of the Option, shall following issuance
constitute thirty percent (30%) of: (a) the issued and outstanding capital stock
of the Company on a fully-diluted basis; and (b) the shares covered by the
Dobronsky Warrants. In the event for any reason the Shares referred to in
Section 1 above do not, following issuance thereof upon exercise of the Option,
constitute at least thirty percent (30%) of the issued and outstanding capital
stock of the Company and the shares covered by the Dobronsky Warrants on a
fully-diluted basis (upon and following issuance of such Shares), the number of
Shares referred to in Section 1 shall be adjusted upward by the amount
1
<PAGE>
necessary to make the Shares covered by the Option constitute thirty percent
(30%) of the issued and outstanding capital stock of the Company on a fully-
diluted basis (upon and following issuance of such Shares). In addition, it is
agreed and understood that if, between the date hereof and the date on which the
Option is exercised the number of shares of the Company's capital stock that are
issued and outstanding is reduced by virtue of the cancellation or transfer to
the Company all or any of the shares presently owned by Allen Blattner (as
confirmed by a non-appealable final court order or settlement agreement
reasonably satisfactory to the Purchaser), the number of Shares referred to in
Section 1 shall be adjusted downward by the amount equal to thirty percent (30%)
of the number of such shares so cancelled or transferred to the Company.
3. MISCELLANEOUS.
(a) Entire Agreement; Successors and Assigns. The Agreement,
----------------------------------------
together with this Addendum, constitutes the entire agreement between the
parties relative to the subject matter hereof. The terms and conditions of
this Addendum shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties.
(b) Construction. This Addendum shall be governed by and construed
------------
in accordance with the laws of the State of Delaware.
(c) Counterparts. This Addendum may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Full Force and Effect. Except as specifically amended hereby,
---------------------
the Agreement remains unchanged and in full force and effect.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the day and year first above written.
COMPANY:
-------
JETBORNE INTERNATIONAL, INC.
By:
------------------------------
Name:
Title:
------------------------------
------------------------------
(Address)
Fax No.:
----------------------
PURCHASER:
---------
HORSHAM ENTERPRISES, LTD.
By:
------------------------------
Name:
Title:
------------------------------
------------------------------
(Address)
Fax No.:
----------------------
3
