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                                CREDIT AGREEMENT

                                     BETWEEN

                      AIRSHIP INTERNATIONAL LTD., Borrower

                                       AND

                       SENSTAR CAPITAL CORPORATION, Lender

                             Dated November 30, 1995











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                                CREDIT AGREEMENT

             THIS AGREEMENT, dated November 30, 1995, by and between Airship
International LTD., a New York corporation (the "Borrower"), and Senstar Capital
Corporation, a Delaware corporation (the "Lender").

                                WITNESSETH THAT:

             WHEREAS, the Borrower has requested that the Lender extend a term
loan to the Borrower in an amount equal to $3,500,000; and

             WHEREAS, the Lender is willing to make such loan, subject to and
upon the terms and conditions hereinafter set forth.

             NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements herein contained and intending to be legally
bound hereby, covenant and agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

             1.01 Certain Definitions. In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively,

             Agreement shall mean this Credit Agreement as the same may be
supplemented or amended from time to time.

             Anheuser-Busch shall mean Anheuser-Busch Companies, Inc., a
Delaware corporation.

             Aircraft Mortgage shall mean the Aircraft Mortgage in the form of
Exhibit "A" hereto to be executed and delivered by Borrower in favor of Senstar
and pursuant to which Lender shall receive a first priority lien on and security
interest in the Skyship, as now or hereafter amended.

             Assignment of Contract shall mean the Assignment of Contract in the
form of Exhibit "D" hereto to be executed and delivered by Borrower in favor of
Senstar and pursuant to which Lender shall be granted a first priority security
interest in the Bud I Contract.

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             Benefit Arrangement shall mean at any time an "employee benefit
plan", within the meaning of Section 3(3) of ERISA, which is neither a Plan nor
a Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to, by any member of the ERISA Group. Thus, a Benefit Arrangement includes,
e.g., an "employee welfare benefit plan" within the meaning of Section 3(1) of
ERISA, a money purchase pension plan, a funded deferred profit sharing plan, and
an employee stock ownership plan.

             Bud I Contract shall mean that certain Amended and Restated Airship
Advertising Agreement, dated as of July 8, 1994, between Borrower and
Anheuser-Busch as now or hereafter amended in accordance with the provisions of
the Loan Documents.

             Business Day shall mean, as to notices to or matters affecting the
Lender, a day other than a Saturday or Sunday or a public holiday under the laws
of the Commonwealth of Pennsylvania or other day on which lending institutions
are authorized or obligated to close in a municipality where the principal
office of the Lender is situated.

             Capitalized Lease shall mean any lease under which the obligations
of the lessee therein would, in accordance with generally accepted accounting
principles, be included in determining total liabilities of the lessee as shown
on the liability side of its balance sheet.

              Closing Date shall mean the date of this Agreement.

             COBRA Violation shall mean a failure by the Borrower to comply with
group health plan continuation coverage requirements of Sections 601 et seq. of
ERISA.

             Controlled Group shall mean (a) the controlled group of
corporations as defined in Section 1563 of the Internal Revenue Code and (b) the
group of trades or businesses under common control as defined in Section 414(c)
of the Internal Revenue Code, in either case of which the Borrower is a part or
may become a part.

             Environmental Condition shall mean any condition affecting any
natural resource, including without limitation the air, soil, surface and
groundwater which must be reported to a Governmental Authority or which must be
remedied under any of the Environmental Laws.

             Environmental Laws shall mean all federal, state, local and foreign
laws, rules and regulations pertaining to human health, the environment and
worker safety.

             ERISA shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended or supplemented from time to time, and the
rules and regulations, as from time to time in effect, promulgated thereunder.

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             ERISA Group shall mean, at any time, the Borrower and all members
of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control and all other entities which, together
with the Borrower, are treated as a single employer under Section 414 of the
Internal Revenue Code.

             Event of Default shall mean any of the Events of Default described
in Section 7.01 of the Agreement.

             Governmental Authority shall mean any federal, state, local or
foreign government and any agency, commission or other entity thereof authorized
to enforce any of the Environmental Laws.

             Guaranty shall mean the Agreement of Guaranty and Suretyship to be
executed and delivered contemporaneously herewith by Trans Air in favor of
Senstar in substantially the form of Exhibit "B" hereto.

             Indebtedness shall mean, as to any Person, all items of
indebtedness, obligation or liability, whether matured or unmatured, liquidated
or unliquidated, direct, indirect or contingent, joint or several, including,
but without limitation:

             (a) all indebtedness guaranteed, directly or indirectly, in any
manner, or endorsed (other than for collection or deposit in the ordinary course
of business) or discounted with recourse;

             (b) all indebtedness in effect guaranteed, directly or indirectly,
through agreements, contingent or otherwise: (i) to purchase such indebtedness;
(ii) to purchase, sell or lease (as lessee or lessor) property, products,
materials or supplies or to purchase or sell services, in any case primarily for
the purpose of enabling the debtor to make payment of such indebtedness or to
assure the owner of the indebtedness against loss; or (iii) to supply funds to
or in any other manner invest in the debtor;

             (c) all indebtedness secured by (or for which the holder of such
indebtedness has a right, contingent or otherwise, to be secured by) any
mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance upon property owned or acquired subject thereto, whether or not the
liabilities secured thereby have been assumed; and

             (d) all indebtedness incurred as the lessee of real or personal
property or services under any Capitalized Lease.

             Internal Revenue Code shall mean the Internal Revenue Code of 1986,
as amended from time to time.

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             Loan Documents shall mean the Agreement, the Term Note, the
Aircraft Mortgage, the Guaranty, the Assignment of Contract and any other
instruments, certificates or documents delivered or contemplated to be delivered
hereunder or in connection herewith.

             Material Adverse Change shall mean any set of circumstances or
events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of this Agreement
or any other Loan Document, (b) is or could reasonably be expected to be
material and adverse to the business, properties, assets, financial condition,
results of operations or prospects of the Borrower, (c) impairs materially or
could reasonably be expected to impair materially the ability of the Borrower to
duly and punctually pay or perform its Indebtedness, or (d) impairs materially
or could reasonably be expected to impair materially the ability of the Lender,
to the extent permitted, to enforce its legal remedies pursuant to this
Agreement or any other Loan Document delivered thereunder.

             Multiemployer Plan shall mean any employee benefit plan which is a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrower or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five plan years,
has made or had an obligation to make such contributions.

             Multiple Employer Plan shall mean a Plan which has two or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

             PBGC shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.

             Person shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, joint
venture, government or political subdivision or agency thereof.

             Plan shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code and either (i) is maintained by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any
time within the preceding five years been maintained by any entity which was at
such time a member of the ERISA Group for employees of any entity which was at
such time a member of the ERISA Group.

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             Prohibited Transaction shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

             Regulated Substances shall mean any substance the manufacture,
storage, use, generation, treatment, disposal, transportation or other
management of which is regulated by any of the Environmental Laws.

             Skyship shall mean that certain Skyship 500-HL Aircraft,
Registration No. N501LP and all equipment described on Schedule 1.01 hereto and
all replacements, substitutions, and alterations thereof and additions,
attachments, accessories and accessions thereto, whether now owned or hereafter
acquired.

             Term Loan shall mean the loan to be made by Senstar to Borrower
pursuant to Section 2.01 hereof

             Term Note shall mean the promissory note of the Borrower referred
to in Section 2.02 hereof and any amendment or allonge thereto and any
replacement or substitution therefor.

             Trans Air means Trans Continental Airlines, Inc., a Florida
corporation.

             Trans Leasing means Trans Continental Leasing, Inc., a New York
corporation.

                                   ARTICLE II

                                    TERM LOAN

             2.01 Term Loan. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, and provided
no Event of Default exists or will exist with the mere passage of time, notice
or both, the Lender will make a $3,500,000 term loan to the Borrower on Closing
Date (the "Term Loan").

             2.02 Term Note. The Term Loan made by the Lender under Section 2.01
shall be evidenced by a term note in substantially the form attached hereto as
Exhibit "C", with the blanks appropriately completed, delivered by the Borrower
to the Lender on or before the Closing Date (the "Term Note"). The Term Note
shall be payable in installments and shall bear interest from the date thereof
on the unpaid balance, all as provided in the Term Note.











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                                   ARTICLE III

                            PAYMENTS AND PREPAYMENTS

             3.01 Payments and Prepayments. All payments of the principal of and
interest on the Term Note shall be made to the Lender at its office designated
therein in lawful money of the United States of America and in immediately
available funds.

             The Borrower shall have the right, at its option, to prepay on any
Business Day, the Term Note in whole or in part; provided, however, each
prepayment shall be accompanied by a premium, based upon the amount of the
prepayment, equal to 3% if prior to the first anniversary of the Closing Date,
2-1/4% if between the first and second anniversary of the Closing Date, 1-1/2%
if between the second and third anniversary of the Closing Date, 1% if between
the third and fourth anniversary, and 1/2% if subsequent to the fourth
anniversary. Each partial prepayment with respect to the Term Note shall be
applied to the unpaid installments of the principal amount thereof in the
inverse order of their scheduled maturities. The Borrower shall give the Lender
not less than three Business Days' prior written or telegraphic notice of each
prepayment, specifying the principal amount of the Term Note to be prepaid and
the prepayment date. Notice of prepayment having been given by the Borrower as
aforesaid, the principal amount of the Term Note specified in such notice,
together with interest accrued and unpaid thereon to the date of prepayment,
shall become due and payable on such prepayment date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

             4.01 Representations and Warranties. The Borrower represents and
warrants to the Lender that:

                    (a) Organization and Qualification. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York; the Borrower has the lawful power to own or lease its
properties and to engage in the business it presently conducts and contemplates
conducting; and the Borrower is duly licensed or qualified and in good standing
as a foreign corporation in each jurisdiction where the failure to be qualified
and in good standing could have a Material Adverse Change.

                    (b) Power and Authority. The Borrower has the power to make
and carry out the Loan Documents, to execute and deliver the Loan Documents, and
to make the borrowings contemplated hereby and to perform its obligations under
the Loan Documents and all such actions have been duly authorized by all
necessary corporate proceedings.

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                    (c) Validity and Binding Effect. The Agreement has been duly
and validly executed and delivered by the Borrower. The Agreement constitutes
and the Term Note and any other Loan Documents when duly executed and delivered
by the Borrower and any other parties hereto or thereto pursuant to the
provisions hereof will constitute legal, valid and binding obligations of the
Borrower enforceable in accordance with the respective terms of the Agreement,
the Term Note and any such other Loan Documents, except to the extent that
enforceability of the foregoing Loan Documents may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforceability of creditors' rights generally or by laws or judicial decisions
limiting the right of specific performance. No authorization, approval,
exemption or consent by any governmental or public body or authority is required
in connection with the authorization, execution, delivery and carrying out of
the terms of the Loan Documents by the Borrower.

                    (d) No Conflict. Neither the execution and delivery of the
Loan Documents nor the consummation of the transactions herein or therein
contemplated or compliance with the terms and provisions hereof or thereof will
conflict with or result in any breach of the terms and conditions of the
articles of incorporation or bylaws of the Borrower or of any law or regulation
or any order, writ, injunction or decree of any court or governmental
instrumentality or of any agreement or instrument to which the Borrower is a
party or by which the Borrower is bound or to which it is subject, will
constitute a default thereunder or will result in the creation or enforcement of
any lien, charge or encumbrance whatsoever upon any property (now or hereafter
acquired) of the Borrower. All material contracts and agreements of the Borrower
which require the consent of any party to the transactions contemplated herein
are set forth on Schedule 4.01(d).

                    (e) Litigatio. Except as set forth on Schedule 4.01(e)
hereto, there are no actions, suits, proceedings or investigations pending or,
to the knowledge of the Borrower or its officers, against it at law or equity
before any court or before any federal, state, municipal or any governmental
department, commission, board, agency or instrumentality whether or not covered
by insurance which individually or in the aggregate may result in any materially
adverse effect on the business, properties or assets or the condition, financial
or otherwise, of the Borrower or in any impairment in the Borrower's ability to
perform its obligations under the Agreement, the Term Note or any of the other
Loan Documents. Neither the Borrower nor any of its officers has knowledge of
any default with respect to any order, writ, injunction or any decree of any
court or any federal, state, municipal or other governmental department,
commission or bureau, agency or instrumentality which may result in any such
materially adverse effect or impairment.

                    (f) Audited Financial Condition. The Borrower has heretofore
delivered to the Lender copies of the balance sheet of the Borrower as of
December 31, 1993 and

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the statements of income, retained earnings and changes in financial position of
the Borrower for the fiscal year ended on such date, which have been certified
by Grant Thornton, independent certified public accountants. Such financial
statements (including the related notes) are correct and complete and fairly
present the financial condition of the Borrower as of December 31, 1993 and the
results of its operations for the fiscal year then ended and have been prepared
in accordance with generally accepted accounting principles consistently applied
by the Borrower; there were no material liabilities as of December 31, 1993,
contingent or otherwise, of the Borrower not reflected in said balance sheet
(including the related notes) as of said date.

                    (g) Title to Skyship. Contemporaneously herewith, the
Borrower is acquiring and will, subsequent to the Closing Date, possess good and
marketable title to the Skyship, free and clear of all liens, security
interests, encumbrances and claims of others, except for the lien granted by
Borrower to Lender pursuant to the Aircraft Mortgage.

                    (h) Tax Returns and Taxes. The Borrower has filed all
federal, state and local tax returns and other reports it was required by law to
file prior to the date hereof and which were material to the conduct its
respective businesses, has paid or caused to be paid all taxes, assessments and
other governmental charges that were due and payable prior to the date hereof,
and has made adequate provision in its financial statements for the payment of
such taxes, assessments and other charges accruing but not yet payable; the
Borrower has no knowledge of any deficiency or additional assessment in a
materially important amount in connection with any taxes, assessments or charges
which is not provided for on its books.

                    (i) Compliance with Laws. The Borrower has complied with all
applicable laws such that it has not been subject to any fines, penalties,
injunctive relief or similar criminal liabilities which in the aggregate have
materially affected the business operations or financial condition of the
Borrower or the ability of the Borrower to perform its obligations under the
Agreement or the Term Note. 

                    (j) Plans and Benefit Arrangements.

                          (i) The Borrower and each member of the ERISA Group
are in compliance in all material respects with any applicable provisions of
ERISA with respect to all Benefit Arrangements, Plans and Multiemployer Plans.
There have been no COBRA Violations by the Borrower which could result in any
material liability to the Borrower. There has been no Prohibited Transaction
with respect to any Benefit Arrangement or any Plan or, to the best knowledge of
the Borrower, with respect to any Multiemployer Plan or Multiple Employer Plan,
which could result in any material liability to the Borrower or any other member
of the ERISA Group. The Borrower and all members of the ERISA Group have made
when due any and all payments required to be made under any agreement relating
to a Multiemployer Plan or a

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Multiple Employer Plan or any law pertaining thereto. With respect to each Plan,
Multiemployer Plan, and Benefit Arrangement that is a defined contribution plan,
the Borrower and each member of the ERISA Group (A) have fulfilled in all
material respects their obligations under the minimum funding standards of
ERISA, if applicable, or contractual obligations to contribute to such plans,
(B) have not incurred any liability to the PBGC and (C) have not had asserted
against them any penalty for failure to fulfill the minimum funding requirements
of ERISA.


                          (ii) To the best of the Borrower's knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.

                          (iii) Neither the Borrower nor any other member of the
ERISA Group has instituted or intends to institute proceedings to terminate any
Plan.

                          (iv) No event requiring notice to the PBGC under
Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur
with respect to any Plan, and no amendment with respect to which security is
required under Section 307 of ERISA has been made or is reasonably expected to
be made to any Plan.

                          (v) The aggregate actuarial present value of all
benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in, and as of the date of, the most recent
actuarial report for such Plan, does not exceed the aggregate fair market value
of the assets of such Plan.

                          (vi) Neither the Borrower nor any other member of the
ERISA Group has incurred or reasonably expects to incur any material withdrawal
liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.
Neither the Borrower nor any other member of the ERISA Group has been notified
by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan
or Multiple Employer Plan has been terminated within the meaning of Title IV of
ERISA and, to the best knowledge of the Borrower, no Multiemployer Plan or
Multiple Employer Plan is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

                          (vii) To the extent that any Benefit Arrangement is
insured, the Borrower and all members of the ERISA Group have paid when due all
premiums required to be paid for all periods through and including the Closing
Date. To the extent that any Benefit Arrangement is funded other than with
insurance, the Borrower and all members of the ERISA Group have made when due
all contributions required to be paid for all periods through and including the
Closing Date.



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                   (k)  Environmental Matters.

                          (i) The operations of the Borrower comply in all
material respects with all of the Environmental Laws;

                          (ii) To the best of Borrower's knowledge there have
been no Regulated Substances disposed of on any of the properties owned or
leased by the Borrower;


                          (iii) To the best of Borrower's knowledge there are no
Environmental Conditions present on any of the properties owned or leased by the
Borrower;

                          (iv) The Borrower has received no notice from a
Governmental Authority that it is, or is considered potentially, liable for any
Environmental Conditions;

                          (v) To the best of Borrower's knowledge there are no
underground storage tanks, asbestos or equipment containing polychlorinated
biphenyls on the property owned or leased by the Borrower other than those
present and utilized in compliance with all of the Environmental Laws; and

                          (vi) The Borrower does not manufacture, store, use,
generate, treat, dispose or manage any Regulated Substances except in material
compliance with all of the Environmental Laws.

                    (l) General Validity. No representation or warranty by the
Borrower contained herein or in any other Loan Document contains or will contain
any untrue statement of material fact or omits or will omit to state a material
fact necessary to make such representation or warranty not misleading in light
of the circumstances under which it was made.

                    (m) Principal Place of Business. The address of the
Borrower's chief executive office and principal place of business is set forth
on Schedule 4.01(n) hereto; and Borrower does not have any other place of
business or conduct its business under a trade, assumed or fictitious name.

                    (n) Storage Locations of Skyship. The base of operations for
the Skyship is as set forth on Schedule 4.01(o) and will for the foreseeable
future be in the Orlando, Florida area.

                    (o) Bud I Contract. The Bud I Contract (i) is in full force
and effect, (ii) to the best of Borrower's knowledge, constitutes the legal,
valid and binding obligation of Anheuser-Busch, enforceable in accordance with
its terms, (iii) to the best of Borrower's

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knowledge, is not in default or subject to an event which with the passage of
time or the giving of notice, or both, would constitute a default, (iv) has not
been prepaid in any respect by Anheuser-Busch and (v) is not subject to any
liens, security interests, or encumbrances other than in favor of Lender.

                    (p) Solvency. After giving effect to the transactions
described herein and in the other Loan Documents, Borrower is not insolvent as
such term is defined in any applicable state or federal statute including
without limitation the Bankruptcy Reform Act of 1978, as amended. Borrower is
not engaged or about to engage in any business or transaction for which the
assets retained by it shall be unreasonably small capital, taking into
consideration the obligations and liabilities to the Lender incurred pursuant
hereto. Borrower does not intend to, nor believes that it will, incur debts
beyond its ability to pay them as they mature. Borrower agrees that it is paying
fair and reasonable consideration in connection with the acquisition by the
Borrower of the Skyship.

                                    ARTICLE V

                              CONDITIONS OF LENDING

         The obligation of the Lender to make Term Loan hereunder is subject to
the performance by the Borrower of its obligations to be performed hereunder at
or prior to the making of the Term Loan and to the satisfaction of the following
further conditions:

             5.01 At the time of the making of the Term Loan:

                   (a) The representations and warranties of the Borrower
contained in Article IV hereof shall be true and accurate on and as of such
date; no Event of Default and no condition, event or action which, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default shall have occurred and be continuing or shall exist.

                   (b) The following corporate information shall be delivered by
the Borrower, which shall be acceptable to Lender in its sole discretion:

                     (i) copies of the articles of incorporation of the Borrower
certified by the Secretary of State of the State of New York as of a date
reasonably near the Closing Date and accompanied by a certificate from an
appropriate officer of Borrower stating that the copy is complete and that the
articles of incorporation have not been amended, annulled, rescinded or revoked
since the date of the certificate of the Secretary of State;

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                     (ii) a copy of the bylaws of Borrower in effect on the
Closing Date, accompanied by a certificate from an appropriate officer of
Borrower stating that the copy is true and complete and that the bylaws have not
been amended, annulled, rescinded or revoked since the date of the bylaws or the
last amendment reflected in the copy, if any;

                     (iii) a copy of resolutions of the Board of Directors of
Borrower authorizing the execution, delivery and performance of the Loan
Documents to which Borrower is a party and specifying the officer of Borrower
authorized to execute the Loan Documents, accompanied by a certificate from an
appropriate officer of Borrower stating that the resolutions are true and
complete, were duly adopted at a properly called meeting at which a quorum was
present and acting throughout, or were duly adopted by appropriate written
action, and have not been amended, annulled, rescinded or revoked in any respect
and remain in full force and effect on the date of the certificate;

                     (iv) an incumbency certificate containing the names, titles
and genuine signatures of all duly elected officers of Borrower who are
authorized to execute any of the Loan Documents or any other documents or
instruments to be executed and delivered to the Lender in connection herewith,
accompanied by a certificate from an appropriate officer of Borrower stating
that the information is true and complete;

                (c) The following corporate information shall be delivered by
Trans Air, which shall be acceptable to Lender in its sole discretion:

                     (i) copies of the articles of incorporation of Trans Air
certified by the Secretary of State of the State of Florida as of a date
reasonably near the Closing Date and accompanied by a certificate from an
appropriate officer of Trans Air stating that the copy is complete and that the
articles of incorporation have not been amended, annulled, rescinded or revoked
since the date of the certificate of the Secretary of State;

                     (ii) a copy of the bylaws of Trans Air in effect on the
Closing Date, accompanied by a certificate from an appropriate officer of Trans
Air stating that the copy is true and complete and that the bylaws have not been
amended, annulled, rescinded or revoked since the date of the bylaws or the last
amendment reflected in the copy, if any;

                     (iii) a copy of resolutions of the Board of Directors of
Trans Air authorizing the execution, delivery and performance of the Loan

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Documents to which Trans Air is a party and specifying the officer or officers
Trans Air authorized to execute the Guaranty, accompanied by a certificate from
an appropriate officer of Trans Air stating that the resolutions are true and
complete, were duly adopted at a properly called meeting at which a quorum was
present and acting throughout, or were duly adopted by appropriate written
action, and have not been amended, annulled, rescinded or revoked in any respect
and remain in full force and effect on the date of the certificate;

                     (iv) an incumbency certificate containing the names, titles
and genuine signatures of all duly elected officers of Trans Air who are
authorized to execute any of the Loan Documents or any other documents or
instruments to be executed and delivered to the Lender in connection herewith,
accompanied by a certificate from an appropriate officer of Trans Air stating
that the information is true and complete;

                (d) The Borrower shall have executed and delivered to Lender the
Term Note, Assignment of Contract, Aircraft Mortgage and such financing
statements and other documents and instruments as may be requested by Lender;

                (e) Trans Air shall execute and deliver the Guaranty to Lender;

                (f) Borrower shall have acquired title (satisfactory to Lender)
to the Skyship from Trans Leasing pursuant to a bill of sale and/or purchase
agreement in form and substance (including, purchase price) acceptable to Lender
in its sole discretion;

                (g) Lender shall have received an opinion of Trans Air's
independent public accountants in form and substance and related to such matters
as Lender may request;

                (h) Borrower shall have delivered copies of insurance policies,
confirming compliance with the insurance provisions required under this
Agreement, accompanied by an endorsement naming Lender as additional insured and
loss payee thereunder;

                (i) Lender shall have received satisfactory lien/judgment
reports confirming that Lender will upon the making of the Term Loan and the
filing of the financing statements, and Aircraft Mortgage have a first priority
perfected security interest in and lien on the Skyship and the Bud I Contract;

                (j) The lease of the Skyship between Trans Leasing and the
Borrower shall be terminated on terms and conditions acceptable to Lender;

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                (k) Anheuser-Busch shall have executed a Notice and
Acknowledgment of Assignment and Reassignment acceptable to the Lender;

                (1) There shall be delivered to the Lender a written opinion of
Messrs. Baer Marks & Upham, counsel for the Borrower, dated as of the Closing
Date and in form and substance satisfactory to Buchanan Ingersoll Professional
Corporation, special counsel for the Lender.

                (m) There shall be delivered to the Lender a written opinion of
Mr. William Pringle, Esquire, counsel for the Trans Air and Trans Leasing, dated
as of the Closing Date and in form and substance satisfactory to Buchanan
Ingersoll Professional Corporation, special counsel for the Lender.

                (n) All legal details and proceedings in connection with the
transactions contemplated by the Agreement and all Loan Documents delivered to
the Lender pursuant to this Section 5.01 shall be in form and substance
reasonably satisfactory to the Lender and to Buchanan Ingersoll Professional
Corporation, counsel for the Lender, and the Lender shall have received all such
other counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to Me Lender and said counsel, as the Lender or said counsel may
reasonably request.

                                   ARTICLE VI

                                    COVENANTS

                6.01 Affirmative Covenants Other Than Reporting Requirements.
The Borrower covenants that, until payment in full of the Term Note and interest
thereon, it will, unless otherwise consented to in writing by the Lender:

                   (a) Preservation of Corporate Existence, etc. Maintain its
 corporate existence and its license or qualification and good standing in each
 jurisdiction in which the failure to qualify would have a Material Adverse
 Change and maintain and keep all its property in good repair, working order and
 condition, ordinary wear and tear alone excepted, and make or cause to be made
 all necessary or appropriate repairs, renewals, replacements, substitutions,
 additions, betterments and improvements thereto so that the efficiency and
 suitability for their use or intended uses within the business of all such
 properties shall at all times be properly preserved and maintained;

                   (b) Payment of Liabilities, Including Taxes, etc. Duly pay
and discharge all Indebtedness to which it is subject or which is asserted
against it, promptly as and when the same shall become due and payable,
including all taxes, assessments and governmental

                                       14










<PAGE>

<PAGE>


charges upon it or any of its properties, assets, income or profits, prior to
the date on which penalties attach thereto, except to the extent that such
Indebtedness, including taxes, assessments or charges, is being contested in
good faith and by appropriate proceedings diligently conducted and for which
such reserve or other appropriate provisions, if any, as shall be required by
generally accepted accounting principles shall have been made, but only to the
extent that failure to discharge any such Indebtedness would not result in any
liability which would adversely affect to a material extent the financial
condition of the Borrower;

                   (c) Maintenance of Insurance. Maintain insurance, at its own
expense, with insurers and reinsurers of recognized reputation and
responsibility satisfactory to Lender: (A) all-risk ground and flight aircraft
hull insurance covering the Skyship; (B) all-risk coverage with respect to all
engines, equipment and parts while removed from the aircraft; and (C) war risk
and hijacking (including political/non-political hijacking and acts
of terrorism). All such insurance shall be in full force and effect throughout
any geographical areas at any time traversed by the Skyship, shall be payable in
United States of America dollars and shall be in the amount of not less than the
casualty value determined by Lender (which shall be $3,500,000 as of the Closing
Date) and with liability coverage of not less than $50,000,000. Any policies
carried under this section: (1 ) shall be primary without right of contribution
from any other insurance; (2) be subject to a deductible no greater than
$500,000; (3) shall provide that if such insurance is canceled or materially
changed for any reason whatsoever, or the same is allowed to lapse for
non-payment of premium, such cancellation, change or lapse shall not be
effective as to Lender for thirty (30) days after receipt by Lender of written
notice from such insurers of such cancellation or lapse or material change in
policy terms and conditions; (4) shall provide that partial losses of less than
$25,000 shall be adjusted by and payable to Borrower (so long as no Event of
Default exists hereunder), but that in the event of a greater loss the entire
insurance shall be adjusted by Borrower and Lender and payable to Lender alone;
(5) shall provide that in respect of the interest of Borrower in such policies,
the insurance shall insure Borrower regardless of any breach or violation of any
warranties, declarations or conditions contained in such policies by Borrower or
any other Person; (6) shall waive any rights of set off, counterclaim or
deduction, whether by attachment or otherwise, and all rights of subrogation
against Lender and its successors, assignors, agents, officers, employees and
servants; (7) shall name Lender as additional insured and loss payee on all
insurance policies maintained by Borrower with respect to the Skyship, including
those policies generally described above; (8) shall provide that Lender shall
have no liability for any premiums, commission or calls in connection with such
insurance; and (9) to the extent of reinsurance, include a cut-through provision
permitting Lender to file claims and to obtain payment directly form the
reinsurers under the reinsurance policies;

                   (d) Visitation Rights. Permit any of the officers or
authorized employees or representatives of the Lender to visit and inspect any
of its properties and to examine and make excerpts from its books and records
and discuss its affairs, finances and accounts with its officers, all at such
reasonable times and as often as the Lender may reasonably

                                       15











<PAGE>

<PAGE>


request; provided, however, so long as no Event of Default exists or will exist
with the mere passage of time, notice or both, all of the foregoing shall be on
reasonable prior notice (i.e., no longer than seven (7) calendar days), during
usual business hours and shall be conducted in a manner reasonably calculated to
not materially interfere with Borrower's daily operations;

                   (e) Keeping of Records and Books of Account. Maintain and
keep proper books of record and account in accordance with generally accepted
accounting practices applied on a consistent basis and in which full, true and
correct entries shall be made of all its dealings and business and financial
affairs;

                   (f) Maintenance of Patents, Trademarks, etc. Maintain in full
force and effect all patents, trademarks, trade names, copyrights, licenses,
franchises, permits and other authorizations necessary for the ownership and
operation of its properties and business if the failure so to maintain the same
would substantially interfere with the normal operations of the Borrower or
adversely affect to a material extent the financial condition, business or
operations of the Borrower;

                   (g) Plans and Benefit Arrangements. Comply, and cause each
member of the ERISA Group to comply, with ERISA, the Internal Revenue Code and
other applicable laws applicable to Plans and Benefit Arrangements except where
such failure, alone or in conjunction with any other failure, would not result
in a Material Adverse Change. Without limiting the generality of the foregoing,
the Borrower shall cause all of its Plans and all Plans maintained by any member
of the ERISA Group to be funded in accordance with the minimum funding
requirements of ERISA and shall make, and cause each member of the ERISA Group
to make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans;

                   (h) Environmental Indemnification. Indemnify and hold the
Lender harmless from and against all liability, directly or indirectly arising
out of any Environmental Condition on or associated with or emanating from any
property of the Borrower or out of the use, generation, storage or disposal of
Regulated Substances, including, without limitation, the cost of any required or
necessary repair, clean-up or detoxification and the preparation of any closure
or other required plans, whether such action is required or necessary prior to
or following transfer to the Lender of title or operation of the property, to
the full extent that such action is attributable, directly or indirectly, to any
such Environmental Condition or to the use, generation, storage or disposal of
Hazardous Materials on any property of the Borrower. Notwithstanding the
provisions of Section 8.09, this indemnification shall survive the full
repayment of the Term Note;

                   (i) Compliance with Laws. Comply with all applicable laws in
all respects provided that the Borrower shall not be deemed to be in violation
of this subsection (i)

                                       16











<PAGE>

<PAGE>



of Section 8.01 hereof as the result of any failure to comply which would not
result in fines, penalties, injunctive relief or other similar criminal
liabilities which in the aggregate materially affect the business operations or
financial condition of the Borrower or the ability of the Borrower to perform
its obligations under the Agreement or the Term Note;


                   (j) Application of Proceeds. Apply a portion of the proceeds
of the Term Loan to acquire the Skyship from Trans Continental Leasing and the
remaining proceeds in connection with Borrower's business;

                   (k) Change of Base for Skyship. Prior to making any change of
the Skyship's base of operations and in the event that the Skyship is to be
temporarily based outside of Florida for more than thirty (30) consecutive days
at any one particular location, notify Lender of the new base of operations or
temporary base, as the case may be, and execute such additional financing
statements and other documents and instruments as Lender may request to continue
its perfected security interest in and lien on the Skyship;

                   (l) Guaranty. Cause Trans Air to unconditionally guarantee
and become surety for all Indebtedness of Borrower to Lender pursuant to the
Guaranty and comply with all terms and conditions of the Guaranty;

                   (m) Aircraft Mortgage. Grant Lender a first priority
perfected lien on and security interest in the Skyship as security for all
Indebtedness of Borrower to Lender pursuant to the Aircraft Mortgage and comply
with all terms and conditions set forth therein; and

                   (n) Bud I Contract. Grant Lender a first priority perfected
security interest in the Bud I Contract as security for all Indebtedness of
Borrower to Lender pursuant to the Assignment of Contract and comply with all
terms and conditions set forth therein.

            6.02 Negative Covenants. The Borrower covenants until payment in
full of the Term Note and interest thereon, it will not, unless otherwise
consented to in writing by the Lender:

                   (a) Liens on Skyship and Bud I Contract. Create, incur,
assume or suffer to exist any mortgage, security interest, lien or encumbrance
whatsoever on the Skyship or the Bud I Contract;

                   (b) Liquidation, Merger, etc. (i) Liquidate, merge or
consolidate with or into any other Person or take any action in furtherance of
any thereof; (ii) permit any other Person to consolidate with or merge into it,
or (iii) sale, assign or dispose of substantially all of its assets in one or a
series transactions; and

                                       17











<PAGE>

<PAGE>



                   (c) Sale of Skyship or Bud I Contract. Sell, convey, assign
or otherwise transfer or dispose of (i) Skyship or any portion thereof except
for ordinary repairs and replacements of components of the Skyship or (ii) the
Bud I Contract.

           6.03 Reporting Requirements. The Borrower covenants that, until
payment in full of the Term Note and interest thereon, it will furnish to the
Lender:

                   (a) Quarter-Fiscal Year Financial Statements. Within 60 days
after the close of each of the first three quarter-fiscal year periods of each
fiscal year of the Borrower, unaudited statements of income, retained earnings
and changes in financial position of the Borrower for such quarter-fiscal year
period, and an unaudited balance sheet of the Borrower as of the close of such
quarter-fiscal year period, all in reasonable detail and certified by the chief
accounting officer of the Borrower, subject to year-end audit adjustments, as
having been prepared in accordance with generally accepted accounting principles
consistent with those applied in the preparation of the annual financial
statements last furnished under Section 4.01(f) hereof or subsection (b) below.

                   (b) Annual Financial Statements. Within 120 days after the
close of each fiscal year of the Borrower, statements of income, retained
earnings and changes in financial position of the Borrower for such fiscal year
and a balance sheet of the Borrower as of the close of such fiscal year, all in
reasonable detail, such financial statements to be certified by independent
certified public accountants of recognized standing selected by the Borrower and
satisfactory to the Lender, whose certificate or opinion accompanying such
financial statements shall not contain any material qualification or exception
not satisfactory to the Lender.

                   (c) Shareholder Reports and SEC Filings. Promptly upon their
filing or distribution (i) any reports distributed by the Borrower to its
shareholders on a date no later than the date supplied to the shareholders, and
(ii) periodic reports filed by the Borrower with the Securities and Exchange
Commission, including Borrower's 10Q and 10K filings.

                   (d) Notice of Default. As soon as possible and in any event
within five days after the occurrence of each Event of Default (other than a
payment default arising under Section 7.01(a)) or each event which, with the
giving of notice or lapse of time or both, would constitute an Event of Default,
a certificate signed by its President, a Vice President or its chief financial
officer and setting forth the details of such Event of Default and the action
which the Borrower proposes to take with respect thereto.

                   (e) Notices of Litigation. Promptly after the commencement
thereof, notice of all actions, suits and proceedings before any court or
governmental or administrative

                                       18











<PAGE>

<PAGE>


body or agency, domestic or foreign, of the type described in Section 4.01(e)
hereof affecting the Borrower.

                   (f) Other Information. Such other information respecting the
business, properties or condition of operations, financial or otherwise, of the
Borrower as the Lender may from time to time reasonably request.

                                   ARTICLE VII

                                     DEFAULT

            7.01 Events of Default. An Event of Default with respect to the Term
Loan shall mean the occurrence of any one or more of the following described
events:

                    (a) The Borrower shall fail to make any payment when under
the Term Note, whether such payment be (i) the payment of any installment (other
than the final installment) of principal and interest on the Term Note as
specified therein; provided, however, the Borrower shall have the right, which
may be exercised up to two (2) times each twelve (12) month period, to cure any
failure to make a payment when due on the Term Note within five (5) calendar
days of the due date prior to such failure constituting an Event of Default
under this subparagraph (a)(i), or (ii) any payment due at the maturity of the
Term Note as specified therein;

                    (b) The Borrower shall default in any payment of principal
of or interest on any other Indebtedness for money borrowed beyond any period of
grace provided with respect thereto or in the performance of any other
agreement, or any term or condition contained in any agreement or instrument,
under or by which any such Indebtedness is created, evidenced or secured, if the
effect of such default is to cause, or permit the holder or holders of such
Indebtedness or a trustee on behalf of such holder or holders to cause, such
Indebtedness to become due prior to its stated maturity unless such default is
waived by the holders thereof;

                    (c) Any representation or warranty made by the Borrower
herein or by any party in any of the Loan Documents, or in any certificate,
other instrument or statement furnished pursuant to the provisions hereof, shall
prove to have been false or misleading in any material respect as of the time
made or furnished;

                    (d) The Borrower shall default in the observance or
performance of any covenant contained in Section 6.01(c) or Section 6.02 hereof;

                    (e) An "Event of Default" shall occur under any other Loan
Document;



                                       19










<PAGE>

<PAGE>



                    (f) Trans Air shall default in the observance or performance
of any covenant contained in Section 9(i) of the Guaranty;

                    (g) The Borrower or, Trans Air or any other party thereto
shall default in the observance or performance of any other covenant, condition
or provision hereof or any other Loan Document delivered in connection herewith
and such default shall continue unremedied for a period of thirty (30) calendar
days after written notice thereof shall have been given to the Borrower or Trans
Air, as the case may be;

                    (h) A default or event which, with the passage of time or
giving of notice, or both, would constitute a default exists under the Bud I
Contract or Anheuser-Busch shall cancel or terminate the Bud I Contract or
assert that the Bud I Contract is not a legal, valid or binding obligation of
Anheuser-Busch;

                    (i) Borrower or Trans Air shall have final judgments
aggregating an excess of $100,000 or $250,000, respectively, rendered against it
which shall remain outstanding and undischarged for thirty (30) calendar days or
have rendered against it any levy, seizure, garnishment or attachment which has
or may have a material adverse affect on Borrower's or Trans Air's financial
condition;

                    (j) A proceeding shall have been instituted in a court
having jurisdiction in the premises seeking a decree or order for relief in
respect of the Borrower, Trans Air or any other Person who shall have guaranteed
the payment of the Term Note (the "Guarantor") in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Borrower, Trans Air or any
Guarantor or for any substantial part of its, his or her property, or for the
winding-up or liquidation of its, his or her affairs, and such proceeding shall
remain undismissed or unstayed and in effect for a period of 30 consecutive days
or such court shall enter a decree or order granting any of the relief sought in
such proceeding;

                    (k) The Borrower, Trans Air or any Guarantor shall commence
a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Borrower, Trans Air or any
Guarantor or for any substantial part of its, his or her property, or shall make
a general assignment for the benefit of creditors, or shall fail generally to
pay its, his or her debts as they become due, or shall take any action in
furtherance of any of the foregoing.

                                       20











<PAGE>

<PAGE>


           7.02 Consequences of Event of Default.

                   (a) If an Event of Default specified under subsections (a)(i)
or (b) through (i) of Section 7.01 hereof shall occur, the Lender may by
written notice to the Borrower declare the unpaid balance of the principal of
the Term Note then outstanding and all interest accrued thereon and all other
Indebtedness of the Borrower to the Lender to be forthwith due and payable, and
the same shall thereupon become and be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived.

                   (b) If an Event of Default specified under subsections
(a)(ii), (j) or (k) of Section 7.01 hereof shall occur, the unpaid principal
balance of the Term Note then outstanding and all interest accrued thereon and
all other Indebtedness of the Borrower to the Lender shall be immediately due
and payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            8.01 No Implied Waiver; Cumulative Remedies; Writing Required. No
delay or failure of the Lender in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise thereof or any abandonment or discontinuance of steps to enforce such a
right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The rights and remedies provided
hereunder are cumulative and not exclusive of any rights or remedies (including,
without limitation, the right of specific performance) which the Lender would
otherwise have. Any waiver, permit, consent or approval of any kind or character
on the part of the Lender of any breach or default under the Agreement, Term
Note or any other Loan Documents or any such waiver of any provision or
condition hereof or thereof must be in writing and shall be effective only to
the extent in such writing specifically set forth. The Borrower acknowledges
that with respect to this Agreement and its terms the Borrower is neither
authorized nor entitled to rely on any representations, modifications or
assurances in any form or as to any subject from any officer of the Lender
unless and until such representation, modification or assurance is set forth in
writing and signed by such officer of the Lender.

            8.02 Taxes. The Borrower agrees to pay or cause to be paid any and
all stamp, document, transfer or recording taxes, and similar impositions
payable or hereafter determined to be payable in connection with the Loan
Documents, and agrees to save the Lender harmless from and against any and all
present or future claims or liabilities with respect to, or resulting from, any
delay in paying, or omission to pay, any such taxes or similar impositions.




                                       21










<PAGE>

<PAGE>


            8.03 Holidays. Whenever any payment or action to be made or taken
hereunder or under the Term Note shall be stated to be due on a day which is not
a Business Day, such payment or action shall be made or taken on the next
succeeding Business Day and such extension of time shall be included in
computing interest or fees, if any, in connection with such payment or action.

            8.04 Notices. All notices and other communications given to or made
upon any party hereto in connection with the Agreement, the Term Note, or any
other Loan Documents shall, except as herein or therein otherwise expressly
provided, be in writing and delivered by personal delivery, overnight courier,
express mail or certified mail return receipt requested, telefaxed or telexed
with confirmation in writing mailed first class, telefaxed, telegraphed or
delivered, in all cases with charges prepaid, (i) if to the Borrower, at the
address set forth below the signature of the Borrower or at such other single
address as shall be designated in the latest written notice signed by the
President of the Borrower and mailed or delivered in accordance with the
provisions of this Section 8.04 with a copy to Baer Marks & Upham, 805 Third
Avenue, New York, NY 10022, Attn: Samuel F. Ottensoser, Esquire, and (ii) if to
the Lender, at the address set forth below its signature hereto or at such other
address as shall be designated in the latest written notice given by such party
in accordance with the provisions of this Section 8.04 with a copy to Buchanan
Ingersoll Professional Corporation, 301 Grant Street, 20th Floor, One Oxford
Centre, Pittsburgh, PA 15219, Attn: Donald E. Malecki, Esquire. All such
properly given notices or other communications shall be effective when received.

            8.05 Reimbursement for Certain Expenses. The Borrower agrees to pay
or cause to be paid and save the Lender harmless against liability for the
payment of all reasonable out-of-pocket expenses, including legal fees and
costs, incurred by the Lender (i) arising in connection with the development,
preparation, execution and performance of the Agreement, the Term Note, any
other Loan Documents and the related transactions, (ii) relating to any
requested amendments, waivers or consents pursuant to the provisions hereof, and
(iii) arising out of or in connection with any action or proceeding (including
any action or proceeding arising in or related to any insolvency, bankruptcy or
reorganization involving or affecting the Borrower) taken to protect, enforce,
determine or assert any right or remedy under this Agreement, the Term Note or
any of the other Loan Documents or any collateral securing the same. Any legal
fees to which Lender shall be entitled pursuant to the immediately preceding
sentence shall be offset to the extent of the amount of legal fees which the
Lender shall collect pursuant to the "Confession of Judgment" clause included in
the Term Note.

            8.06 Severability. The provisions of the Agreement are severable,
and if any clause or provision of the Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such clause or
provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or

                                       22











<PAGE>

<PAGE>



enforceability of such clause or provision in any other jurisdiction or the
remaining provisions hereof in any jurisdiction.

            8.07 Governing Law. The Agreement, the Term Note and any other Loan
Documents and the rights and obligations of the parties hereto and thereto shall
be governed by and construed and enforced in accordance with the substantive law
of the Commonwealth of Pennsylvania without giving effect to the principles of
conflict of laws.

            8.08 Prior Understandings. The Agreement supersedes all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein.

            8.09 Survival. All representations, warranties, covenants and
agreements of the Borrower contained in the Agreement, the Term Note or any
other Loan Documents shall survive the execution and delivery hereof and
thereof, the making of Term Loan hereunder and the issuance of the Term.

            8.10 Section Headings. The underlined section headings herein are
for convenience of reference only and shall not in any way affect the
interpretation or construction hereof or thereof.

            8.11 Successors and Assigns. The Agreement shall be binding upon and
inure to the benefit of the Lender, the Borrower, and their respective
successors and assigns, except that the Borrower may not assign or transfer its
rights hereunder or any interest herein.

            8.12 Attorney-in-Fact. Borrower hereby irrevocably appoints Lender
as Borrower's attorney-in-fact (which power shall be deemed coupled with an
interest) to execute, endorse and deliver any deed, conveyance, assignment or
other instrument in writing as may be required to vest in Lender any right,
title or power which by the terms hereof are expressed to be conveyed to or
conferred upon Lender, including, without limitation, filings to be made at the
Federal Aviation Administration, Uniform Commercial Code financing statements
(including continuation statements), real property waivers, and documents and
checks or drafts relating to or received in payment for any loss or damage under
the policies of insurance required by the provisions of Section 6.01(c) hereof,
but only to the extent that the same relates to the Skyship.

            8.13 Jurisdiction. The parties agree that any action or proceeding
arising out of or relating to this Agreement may be commenced in any state or
Federal court of competent jurisdiction in the Commonwealth of Pennsylvania and
each party submits to the jurisdiction of such court and agrees that a summons
and compliant commencing an action or proceeding in any such court shall be
properly served and shall confer personal jurisdiction if served personally or

                                       23










<PAGE>

<PAGE>


by certified mail to it at its address designated pursuant hereto, or as
otherwise provided under the laws of the Commonwealth of Pennsylvania.

            8.14 Counterparts. The Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto, by their officers hereunto
duly authorized, have executed the Agreement as of the day and year first above
written.

[CORPORATE SEAL]

WITNESS:                                      AIRSHIP INTERNATIONAL LTD.


  /s/ Alan Siegel                             NAME     /s/ LOUIS J. PEARLMAN
-----------------------------------                    -------------------------
                                              Title:   President
                                                       ------------------------
                                                    Address: 7380 Sand Lake Road
                                                             Suite 350
                                                             Orlando, FL 32819

WITNESS:                                   SENSTAR CAPITAL CORPORATION


  /s/ Illegible                            NAME    /s/ Illegible
-----------------------------------                -------------------------
                                           Title:  Credit Manager
                                                   ------------------------
                                                   Address: One Oxford Centre
                                                            Pittsburgh, PA 15219




                                       24











<PAGE>

<PAGE>



   Aircraft Description: One (l) 1991 Airship Industries Series 500HL Skyship
        Registration Number N501LP, Manufacturer's Serial Number 1214-04


                           AIRSHIP INTERNATIONAL LTD.



                    Airship International Skyship Statistics

      Dimensions:

         Length                                  194 feet
         Height                                  67 feet
         Width                                   63 feet
         Volume                                 235,400 cubic feet

      Lifting Gas                               Helium (non-flammable)

  Maximum Passenger Capacity:                   Six, plus captain and co-pilot

  Perfortmance:

      Cruising Speed                            35 mph
      Maximum Speed                             62 mph
      Two Porsche 930 Engines                   225 hp each
      Cruising Altitude                         1,000 to 3,000 feet
      Maximum Altitude                          10,000 feet
      Range                                     300 miles

  Gondola Dimensions:

      Length                                    38.3 feet
      Width                                      8.4 feet
      Headroom                                   6.3 feet
 

  Envelope Fabric:             Polyurethane-coated Polyester Synthetic

NightSign'tm':


      Height of Sign                               29 feet
      Length of Sign                               118 feet
      Readability                                  1 mile
      Colors                                       Blue, Green, Red, Yellow



AIRSHIP INTERNATIONAL LTD.            7360 Sand Lake Road . Suite 200 . Orlando,
               Florida 32819, Telephone: (407) 351-0011 . Telefax (407) 345-0888



                       SCHEDULE 1.01 TO CREDIT AGREEMENT











<PAGE>

<PAGE>


<TABLE>
<CAPTION>

                          N 501 LP AT 8276.7   HOURS    DATE     11/27/95

          COMPONENT NAME           S\N        POSITION     REMOVE    HRS RUN   REMAIN

<C>                              <C>            <C>          <C>         <C>     <C>  
1    ENGINE                      09D1033        PORT        8569.1      957.6   292.4
2    ENGINE                      09D1031        STRB        8632.8      893.9   356.1
3    PROP PITCH ACTVATOR             01R        PORT        8915.8      360.9   639.1
4    PROP PITCH ACTUATOR             176        STRB        9253.9       22.8   977.2
5    GENERATOR                 H098906.0        PORT        8940.2       86.5   663.5
6    GENERATOR                  A3088.12        STRB        8399.3      516.4   122.6
7    FUEL PUMP                       134       M\PORT       8493.3      583.4   216.6
8    FUEL PUMP                    RAV012       H\STRB       8900.2      176.5   623.5
9    FUEL PUMP                   ELRA402      AUX PORT      8560.3      516.4   283.6
10   FUEL PUMP                   ELRA543      AUX STRB      8560.3      516.4   283.6
11   PROPELLER                     V-173        PORT        9193.3      583.4   916.6
12   PROPELLER                     V-201        STRB        9193.3      583.4   916.6
13   G\BOX                       AAN0636        PORT        9193.3      583.4   916.6
14   G\BOX                       ABP7068        STRB        9193.3      583.4   916.6
15   VECT G\BOX                BAT0001/R        PORT        9078.5     1198.2   801.8
16   VECT G\BOX                   0029/R        STRB        9078.5     1198.2   801.8
17   VECT MOTOR                   101530        PORT        8296.9      979.8    20.2
18   VECT MOTOR                   103201        STRB        8382.8      893.9   106.1
19   LIQUID SPRING         JES/ACC/16/57                    8965.3      311.4   688.6
20   IGN BOX                        1032        PORT        8486.3      790.4   209.6
21   IGH BOX                        1060        STRB        8572.7      704.0     296
22   BAL FAN RELAY                   N\A        PORT    MAY 2,1997     5760.9     N\A
23   BAL FAN RELAY                              STRB    MAY 2,1997     576O.9     N\A
24   NOSE PROBE                      KA3                MAR 15, 97     1198.2     N\A
25   ENG FIRE EXTINGUISH         11974A1        PORT    JULY 24,00      311.4     N\A
26   ENG FIRE EXTINGUISH         09973A1        STRB    AUG 19, 96     6797.5     N\A
27   LIFEJACKETS                     N\A                NOV 12, 96       22.8     N\A
28   CABIN FIRE EXTINGUISH           N\A                MAR 20, 96      311.4     N\A
29   BATT CAP CHECK            G01530172                FEB 11, 96       22.8     N\A
30   SPARK PLUGS                                PORT        8421.1      105.6   144.4
31   SPARK PLUGS                     N\A        STRB        8421.1      105.6   144.4
32   RUD KEV CABLE                   N\A        PORT        9078.5     1198.2   801.8
33   RUD KEV CABLE                   N\A        STRB        9078.5     1198.2   601.8
34   ELEV KEV CABLE                  N\A        PORT        9078.5     1198.2   801.8
35   ELEV KEV CABLE                  N\A        STRB        9078.5     119B.2   801.8
36   VECT CONT RELAY                 N\A                    8882.8      893.9   606.1
37   NOSE CONE LACING                N\A                MAR 15, 99     1l98.2     N\A
38   NOSE BATT LACING                N\A                MAR 15, 99     1198.2     N\A
39   TAILFIN ROOT CORD               N\A                MAR 15, 99     1198.2     N\A
40   BRAC CABLE TENS CORD            N\A                MAR 15, 97     1198.2     N\A
41   EXTERN HE RIP CORD              N\A                SEPT 19,97      311.4     N\A
42   MAN LINE                     947010                SEPT 25,96      284.3     N\A
43   FIRE EXTING CARTRIGE            N\A                NOV  10,95     6797.5     N\A
44   CHECK B                         N\A                    8351.7        0.0      75
45   150 HR OCT OF PHASE             N\A                    8416.3       10.4   139.6
46   300 HR OUT OF PHASE             N\A                    8566.3       10.4   289.6
47   CHECK 1                         N\A               MAR  21, 96      311.4     N\A
48   CHECK 2                         N\A               MAR  15, 96     1198.2     N\A
49   CHECK 3                         N\A               MAR  15, 97     1198.2     N\A
50   CHECK 4                         N\A               MAR  15, 99     1198.2     N\A
51   BAL FAN; CLK HRS               1048      PORT            3824       80.0     670
52   BAL FAN; CLK HRS                992      STRB          3387.5      516.5   233.5

</TABLE>











<PAGE>

<PAGE>

             Consents required with respect to the Credit Agreement


              None, assuming the contemporaneous termination of the existing
 lease between the Borrower and Trans Air, the purchase of the Skyship by the
 Borrower from Trans Air and the payout of obligations owed to Phoenixcor, Inc.,
 as well as obtaining contemporaneously the consent of Anheuser-Busch to the
 assignment of the Bud I Contract.





                     SCHEDULE 4.01(d) TO CREDIT AGREEMENT










<PAGE>

<PAGE>


                       Litigations, Suits and Proceedings

                                      None












                      SCHEDULE 4.01(e) TO CREDIT AGREEMENT












<PAGE>

<PAGE>





        Borrower's Chief Executive Office and Principal Place of Business
                               7380 Sand Lake Road

                                    Suite 350
                             Orlando, Florida 32819






                      SCHEDULE 4.01(n) TO CREDIT AGREEMENT












<PAGE>

<PAGE>





                       Base of Operations for the Skyship:
               Executive or Kissimmee Airports in Orlando, Florida




                      SCHEDULE 4.01(o) TO CREDIT AGREEMENT





<PAGE>