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                          AMENDED AND RESTATED GUARANTY

                                       BY

                                LOUIS A. PEARLMAN

                                   IN FAVOR OF

                     ORIX USA CORPORATION (FORMERLY KNOWN AS
                       ORIX COMMERCIAL CREDIT CORPORATION)






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                          AMENDED AND RESTATED GUARANTY



        This Amended and Restated Guaranty is delivered as of June 2, 1995 by
 LOUIS J. PEARLMAN, an individual ("Guarantor"), in favor of ORIX USA
 CORPORATION (FORMERLY KNOWN AS ORIX COMMERCIAL CREDIT CORPORATION), a Delaware
 Corporation ("Lessor").

                                    RECITALS

        A. AIRSHIP INTERNATIONAL LTD., a New York corporation ("Lessee,,), and
 Lessor entered into a Lease Agreement dated as of November 2, 1989 (the
 "Original Lease") for the lease of a 600 Series Skyship.

        B. Lessee and Lessor have amended and restated the Original Lease as of
 the date hereof pursuant to an Amended and Restated Lease Agreement in the form
 of a Conditional Sales Agreement (the "Lease").

        C. Lessee's obligations related to the original Lease were guarantied by
 Guarantor pursuant to an agreement dated November 2, 1989 (the "Original
 Guaranty").

        D. it is a condition to the making of the Lease that Lessee's
Obligations be guarantied by Guarantor.

        E. Guarantor is willing irrevocably and unconditionally to guaranty the
Obligations of Lessee pursuant to the terms of this Amended and Restated
Guaranty.

        NOW, THEREFORE, based upon the foregoing and ocher good and valuable
 consideration, the receipt and sufficiency of which are hereby acknowledged,
 and in order to induce Lessor to enter into the Lease, Guarantor hereby agrees
 with Lessor as follows:

        SECTION 1. DEFINITIONS

        1.1 Certain Defined Terms. As used in this Guaranty, the following terms
shall have the following meanings, unless the context otherwise requires:

        "Airship" means the Gondola, the Envelope, the Engines and Propellers
        all as more specifically described in the Amended and Restated Lease
        Supplement dated the date hereof for the Airship together with the
        equipment, components, written materials, data and accessories installed
        thereon or delivered therewith, including the Buyer Furnished Equipment,
        the Night Sign, the Spare Equipment and any replacements and
        substitutions thereof as permitted under the Lease.

        "Guaranty" means this Amended and Restated Guaranty of Guarantor, as it
        may be amended, modified or supplemented.





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        "Obligations" has the meaning assigned to that term in subsection 2.1.

        "Payment in full", "paid in full" or any such similar term means payment
        in full of the Obligations including, without limitation, all principal,
        interest, costs, fees and expenses (including, without limitation,
        legal fees and expenses) of Lessor as required under the Lease. 

All capitalized terms used herein and not otherwise defined herein shall have
the meanings given such terms in the Lease.


        SECTION 2. THE GUARANTY

        2.1 Guaranty of the Obligations. Guarantor hereby irrevocably and
 unconditionally guaranties the due and punctual payment in full and performance
 otherwise of all Obligations when the same shall become due, whether at stated
 maturity, by required prepayment, acceleration, demand or otherwise. The word
 "Obligations" includes

        (a) all obligations of Lessee arising out of the Lease;

        (b) any and all other agreements, indebtedness, fees, costs, expenses
 (including, without limitation, legal fees and expenses of counsel),
 indemnities and liabilities of Lessee now or hereafter made, incurred or
 created, whether absolute or contingent, liquidated or unliquidated, whether
 due or not due, and however arising out of the Lease whether recovery upon such
 Obligations may be or hereafter become barred by any statute of limitations, or
 whether such Obligations may be or hereafter become otherwise unenforceable;

        (c) an amount equal to interest on the foregoing monetary amounts
 (including any interest that would have accrued but for the commencement of a
 case or proceeding under the federal bankruptcy laws) at the Overdue Interest
 Rate as defined in the Lease;

        (d) those expenses set forth in Section 7 hereof; and

        (e) all or any portion of the foregoing obligations that are paid, to
 the extent all or any part of such payment is avoided or recovered directly or
 indirectly from Lessor as a preference, fraudulent transfer or otherwise.

        2.2 Liability of Guarantor. Guarantor agrees that his obligations
 hereunder are irrevocable, absolute, independent and unconditional and shall
 not be affected by any circumstance which constitutes a legal or equitable
 discharge of a guarantor or surety other than indefeasible payment and
 performance in full of the Obligations. in furtherance of the foregoing,
 Guarantor agrees as follows:

          (a) This Guaranty is a guaranty of payment and performance and not of
     collectibility and is not conditional or contingent upon the genuineness,
     validity,





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     regularity or enforceability of the Lease or the pursuit by Lessor of any
     remedies that it now has or may hereafter have under the Lease, at law, in
     equity or otherwise.

          (b) Lessor may enforce this Guaranty upon the occurrence of an Event
     of Default under the Lease, notwithstanding (i) the existence of any
     dispute between Lessor and Lessee with respect to the existence'. of an
     Event of Default; (ii) any counterclaim, set-off or other claim which
     Lessee may allege against Lessor with respect thereto; or (iii) any defect
     in the title, compliance with specifications, condition, design, operation
     or fitness for use of, or any damage to or loss or destruction of, or any
     redelivery, repossession, surrender or other interruption or cessation in
     the use of, the Airship by the Lessee or any other person for any reason
     whatsoever (including, without limitation, any governmental prohibition or
     restriction, condemnation, requisition, seizure or any other act an the
     part of any governmental or military authority, or any act of God or of the
     public enemy) regardless of the duration thereof (even though such duration
     would otherwise constitute a frustration of a lease), whether or not
     resulting from accident and whether or not without fault on the part of the
     Lessee or any other person.

          (c) The obligations of Guarantor hereunder are independent of the
     obligations of Lessee under the Lease, and a separate action or actions may
     be brought and prosecuted against Guarantor whether or not any action is
     brought against Lessee or whether or not Lessee is joined in any such
     action or actions. Guarantor's liability under this Guaranty shall not be
     reduced by virtue of any partial payment or other performance by Lessee of
     any amount due or obligation owing under the Lease, except to the extent of
     any such payment that is not avoided or recovered directly or indirectly
     from Lessor as a preference, fraudulent transfer or otherwise, or by
     recourse to any collateral or security.

          (d) Guarantor's payment or performance of a portion, but not all, of
     the Obligations shall in no way limit, affect, modify or abridge
     Guarantor's liability for that portion of the Obligations which is not paid
     or performed. Without limiting the generality of the foregoing, if Lessor
     is awarded a judgment in any suit brought to enforce Guarantor's covenant.
     to pay or perform a portion of the Obligations, such judgment shall not be
     deemed to release Guarantor from his covenant to pay or perform the portion
     of the Obligations that is not the subject of such suit.

          (e) Lessor, upon such terms as it deems appropriate, without notice or
     demand and without affecting Guarantor's liability hereunder, from time to
     time may (i) renew, extend, accelerate or otherwise change the time, place,
     manner or terms of payment or performance of the Obligations; (ii) settle,
     compromise, release, discharge, or accept or refuse any offer of
     performance with respect to, or substitutions for, the Obligations or any
     agreement relating thereto and/or subordinate the payment of the same to
     payment of other obligations; (iii) take and hold security for the payment
     or performance of this Guaranty or the Obligations, and enforce any such
     security consistent with any applicable security agreement; (iv) release,
     surrender, exchange, compromise, settle, rescind, waive, subordinate or
     modify, any security for payment or performance of the Obligations, any
     other guaranties of the Obligations, or any other obligation of any 





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     Person with respect to the Obligations; (v) elect to abstain from
     repossessing the Airship or taking advantage of or realizing upon any
     security interests or other guaranty; (vi) elect to repossess the Airship
     or to foreclose on any security held by or for the benefit of Lessor by one
     or more judicial or nonjudicial sales or exercise any other right or remedy
     Lessor may have against Lessee, the Airship or any security, even though
     any such election operates to impair or extinguish any right of
     reimbursement or subrogation or other right or remedy of Guarantor against
     Lessee or any security for the Obligations; (vii) re-lease or sell the
     Airship or apply any security and direct the order or manner of sale
     thereof as Lessor in its discretion may determine consistent with the Lease
     and any applicable security agreement; (viii) release or substitute any one
     or more endorsers or guarantors of the Obligations; and (ix) exercise any
     rights available to it under the Lease.

          (t) This Guaranty shall be valid and enforceable and shall not be
     impaired or affected by the occurrence of any of the following, whether or
     not Guarantor shall have had notice or knowledge of any of them: (i.) any
     failure or omission to enforce or agreement not to enforce, or the stay or
     enjoining by order of court, by operation of law or otherwise, of the
     exercise of, any right, power or remedy with respect to the obligations or
     any agreement relating thereto, or with respect to any security for the
     payment or performance of the Obligations; (ii) any amendment or waiver,
     whether or not in accordance with the terms of the Lease, of any right,
     power or remedy or of any default with respect to the obligations or any
     agreement relating thereto, or with respect to any security for the
     obligations; (iii) the obligations, or any agreement relating thereto, at
     any time being found to be illegal, invalid or unenforceable in any
     respect; (iv) the application of payments received from any source (other
     than payments received pursuant to the payment of indebtedness other than
     the Obligations), even though Lessor might have elected to apply such
     payment to any part or all of the Obligations; (v) LESSOR'S acceptance of
     new or additional documents, instruments or agreements relating to the
     Obligations; (vi) Lessor's consent to the change, reorganization or
     termination of the corporate structure or existence of Lessee and to any
     corresponding restructuring of the obligations; (vii) any failure to
     perfect or continue perfection of a security interest in any collateral;
     and (viii) any defenses which Lessee may assert on the underlying
     indebtedness or agreements.

        2.3 Waivers by Guarantor. Guarantor hereby waives for the benefit of
Lessor:

          (a) any right to require Lessor, as a condition of payment or
     performance by Guarantor to (i) proceed against Lessee or any other Person,
     (ii) proceed against or exhaust any security held from Lessee, or any other
     Person, or (iii) pursue any other remedy in the power of Lessor whatsoever;

          (b) any defense arising by reason of the incapacity, lack of authority
     or any disability or other defense of Lessee including, without limitation,
     any defense based on or arising out of the lack of validity or the
     unenforceability of the Obligations or any agreement or instrument relating
     thereto or by reason of the cessation from any cause of the liability of
     Lessee other than indefeasible payment and performance in full of the
     Obligations; 





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          (c) any defense based upon any statute or rule of law which provides
     that the obligation of a surety must be neither larger in amount nor in
     other respects more burdensome than that of the principal, or based upon
     Lessor's errors or omissions in the administration of the Obligations,
     except behavior which amounts to bad faith;

          (d) any (i) principles or provisions of law, statutory or otherwise,
     which are or might be in conflict with the terms of this Guaranty, any
     legal or equitable discharge of its obligations hereunder and the benefit
     of any statute of limitations affecting its liability hereunder or the
     enforcement hereof, (ii) rights to set-offs, recoupments and counterclaims,
     rights to deferral or modification of Guarantor's obligations hereunder by
     reason of any bankruptcy, reorganization, arrangement, moratorium or other
     debtor relief proceeding, (iv) promptness, diligence and any requirement
     that Lessor protect, secure, perfect or insure any security interest or
     lien or any property subject thereto, or exhaust any right or take any
     action against Lessee, any other Person, the Airship or any collateral.;
     and

          (e) notices, demands, presentments, protests, notices of protest,
     notices of dishonor and notices of any action or inaction, including
     acceptance of this Guaranty, notices of default under the Lease or any
     agreement or instrument related thereto, notices of any renewal, extension
     or modification of the Obligations or any agreement related thereto,
     notices of any other extension of credit to Lessee and notices of any of
     the matters referred to in Section 2.2 and any right to consent to any
     thereof.

        2.4 Subrogation. Until the Obligations shall have been indefeasibly paid
and performed in full, Guarantor shall withhold exercise of (a) any right of
subrogation, (b) any right to enforce any remedy which Lessor now has or may
hereafter have against Lessee (c) any right of contribution Guarantor may have
against any other guarantor of any of the Obligations under any other guaranty
relating to the Lease, or (d) any benefit of, and any right to participate in,
(i) any sale or re-lease of the Airship or (ii) any security now or hereafter
held by Lessor; provided, however, that once the Obligations have been
indefeasibly paid and performed in full Guarantor shall be entitled to exercise
any right of subrogation available to it against Lessee.

        2.5 Subordination of Other Obligations. Any indebtedness of Lessee for
borrowed money now or hereafter held by Guarantor and any right of Guarantor to
subrogation against Lessee, shall in all respects be subordinated in right of
payment to the Obligations, and in the event Lessee shall default in the payment
or performance of the obligations, any indebtedness of-Lessee to Guarantor
collected or received by Guarantor shall be held in trust for Lessor and shall
be paid over to Lessor.

        2.6 Bankruptcy. The obligations of Guarantor under this Guaranty shall
not be altered, limited or affected by any proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of Lessee or by any defense which Lessee may have by reason of
the order, decree or decision of any court or administrative body resulting from
any such proceeding. Guarantor acknowledges and agrees that any interest on the
Obligations which accrues after the commencement of any such proceeding (or, if
interest on any portion of the Obligations ceases to accrue by operation of law






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 by-reason of the commencement of said proceeding, such interest as would have
 accrued on any such portion of the Obligations if said proceedings had not been
 commenced) shall be included in the Obligations because it is the intention of
 the parties that the Obligations which are guaranteed by Guarantor pursuant to
 this Guaranty should be determined without regard to any rule of law or order
 which may relieve. Lessee of any portion of such Obligations.

        SECTION 3. REPRESENTATIONS AND WARRANTIES

        In order to induce Lessor to accept this Guaranty and enter into the
Lease, Guarantor hereby represents and warrants to Lessor that the following
statements are true and correct:

        3.1 Existence. Guarantor is an individual resident in the state of
 Florida and has the legal capacity to own his assets and to transact the
 business in which he is now engaged.

        3.2 Authorization. Enforceable Obligations. Guarantor has the authority
and legal right to execute, deliver and perform this Guaranty on the terms and
conditions hereof. No consent of any other Person including, without limitation,
creditors of Guarantor, and no license, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or declaration with,
any governmental authority is required by Guarantor in connection with this
Guaranty or the execution, delivery, performance, validity or enforceability of
this Guaranty and all obligations required hereunder. This Guaranty has been,
and each instrument or document required hereunder will be, duly executed and
delivered, and this Guaranty constitutes, and each instrument or document
required hereunder when executed and delivered hereunder will constitute, the
legal, valid and binding obligation of Guarantor enforceable against Guarantor
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and subject, as to enforceability to general
principles of equity, regardless of whether enforcement is sought in equity or
at law.

        3.3 No Legal Bar to this Guaranty. The execution, delivery and
performance of this Guaranty and the documents or instruments required
hereunder, will not violate any provision of any existing law or regulation
binding on Guarantor, or any order, judgment, award or decree of any court,
arbitrator or governmental authority binding on Guarantor, or of any mortgage,
indenture, lease, contract or other agreement, instrument or undertaking to
which Guarantor is a party or by which Guarantor or any of his assets may be
bound, the violation of which would have a material adverse effect on the assets
or financial condition of Guarantor and will not result in, or require, the
creation or imposition of any lien on any of his property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease, contract or
other agreement, instrument or undertaking. 





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        SECTION 4. ADDITIONAL COVENANTS. SO LONG AS GUARANTOR MAY BE OBLIGATED
to perform or make any payment hereunder, Guarantor will duly perform and
observe the following covenants and agreements.

        4.1 Periodic Information. Guarantor will furnish to Lessor:

            (i) by April 20 each year, or if Guarantor has obtained,an extension
of the date for filing without incurring a penalty for late payment or filing,
within five days of filing or the end of such extension, whichever occurs first,
copies of federal income tax returns of Guarantor for the prior year.

            (ii) from time to time, such other information regarding the
business and properties or the condition, financial or otherwise, of Guarantor
as Lessor may reasonably request.

        4.2 Consents. Guarantor will promptly obtain from time to time any and
all such consents, approvals, licenses and authorizations and make any and all
such filings and registrations as shall now or hereafter be required under
applicable law and regulations for the making and performance by Guarantor of
this Guaranty and will promptly furnish copies thereof to Lessor.

        4.3 Compliance with Laws. Guarantor will comply with the requirements of
all applicable laws, rules, regulations and orders of any governmental agency or
authority having jurisdiction other than requirements being contested in good
faith and by proper proceedings, provided that such noncompliance is not in any
event likely to result in any material adverse effect on Guarantor.

        4.4 Taxes. Guarantor will pay and discharge any and all taxes,
assessments and governmental charges or levies imposed upon him or on his income
or profits or on any of his property or assets prior to the date on which
penalties attach thereto, except that Guarantor shall not be required to pay any
such tax, assessment, charge or levy the payment of which is being contested in
good faith and by proper proceedings.

        4.5 Notice. Guarantor will promptly give notice in writing to Lessor of
any material adverse change in Guarantor's financial condition or Guarantor's
ability to perform this Guaranty.

        SECTION 5. LESSOR MAY PERFORM. If Guarantor fails to perform any
agreement contained herein, Lessor may itself perform, or cause performance of,
such agreement, and the expenses of Lessor incurred in connection therewith
shall be payable by Guarantor under Section 7.





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        SECTION 6. RIGHTS CUMULATIVE. The rights, powers and remedies given to
Lessor by this Guaranty are cumulative and shall be in addition to and
independent of all rights, powers and remedies given to Lessor by virtue of any
statute or rule of law or in the Lease. Any forbearance or failure to delay by
Lessor in exercising any right, power or remedy hereunder shall not preclude the
further exercise thereof.

        SECTION 7. EXPENSES. Guarantor agrees to pay, or cause to be paid, and
to save Lessor harmless against liability for its reasonable out-of-pocket
expenses (including fees and expenses of counsel), incurred or expended in
connection with the enforcement of or preservation of rights under this
Guaranty.

        SECTION 8. MISCELLANEOUS

        8.1 Survival of Warranties. All agreements, representations and
warranties made herein shall survive the execution and delivery Of this
Guaranty, and the execution and delivery of the Lease.

        8.2 Severability. The illegality or unenforceability of any provision of
this Guaranty or any instrument or agreement contemplated hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Guaranty or any instrument or agreement contemplated
hereunder. In case any provision in or obligation under this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of such provision or obligation or of the remaining
provisions or obligations in any other jurisdiction shall not in any way be
affected or impaired thereby.

        8.3 Headings. Section and subsection headings in this Guaranty a r e
included herein for convenience of reference only and shall not constitute a
part of this Guaranty for any other purpose or be given any substantive effect.

        8.4 Applicable Law. THIS GUARANTY IS BEING DELIVERED IN THE STATE OF NEW
YORK. THIS GUARANTY, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORCE, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (DISREGARDING ANY CONFLICT OF
LAWS RULE WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).

        8.5 Successors and Assigns. This Guaranty shall be binding upon the
Guarantor and his heirs, executors, estate, successors and assigns. This
Guaranty shall inure to the benefit of Lessor and its successors and assigns.
Guarantor shall not assign this Guaranty or any of the rights or obligations of
Guarantor hereunder without the prior written consent of Lessor. The terms and
provisions of this Guaranty shall inure to the benefit of any assignee or
transferee of Lessor's interest in the Lease, and in the event of such transfer
or assignment, the rights and privileges herein conferred upon Lessor shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.





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        8.6 consent to Jurisdiction: Waiver of Immunities. Guarantor hereby
irrevocably submits to the jurisdiction of any state or federal court of
competent jurisdiction in the State of New York in any action or proceeding
arising out of or relating to this Guaranty, and Guarantor hereby irrevocably
agrees chat all claims in respect of such action or proceeding may be heard and
determined in such New York state or federal court. Guarantor hereby irrevocably
waives, to the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. Guarantor
hereby irrevocably appoints Samuel F. Ottensoser, Esq., Baer, Marks & Upham, 805
Third Avenue, New York, New York 10022, as its agent to receive on behalf of
Guarantor and his property service of copies of the summons and complaint and
any other process which may be served in any such action or proceeding. Such
service may be made by mail or delivering a copy of such process to Guarantor in
care of the agent named above, and Guarantor hereby irrevocably authorizes and
directs such agent to accept such service on his behalf. As an alternative
method of service, Guarantor also irrevocably consents to the service of any and
all process in any such action or proceeding by the mailing of copies of such
process to Guarantor at his address as specified in the Lease.

        8.7 No Other Writing. This writing is intended by the parties as the
final expression of this Guaranty and is also intended as a complete and
exclusive statement of-the terms of their agreement. No course of dealing,
course of performance or trade usage, and no parol evidence of any nature, shall
be used to supplement or modify any terms.

        8.8 Further Assurances. Guarantor agrees that at any time and from time
to time, at the expense of Guarantor, Guarantor will promptly execute and
deliver all further instruments and documents, and take all further actions,
that may be necessary or desirable, or that Lessor may request, in order to
effect fully the purposes of this Guaranty or to enable Lessor to exercise and
enforce its rights and remedies hereunder.

        IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the
date first above written.




                                         By:  /s/ LOUIS J. PEARLMAN
                                             __________________________________
                                                  LOUIS J. PEARLMAN




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