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                                    GUARANTY

               This Guaranty is delivered as of June 2, 1995 by TRANS
CONTINENTAL AIRLINES, INC., a Florida corporation ("Guarantor"), in favor of
ORIX USA CORPORATION, a Delaware Corporation ("Lessor").

                                    RECITALS

               A. AIRSHIP INTERNATIONAL LTD., a New York corporation ("Lessee"),
and Lessor have entered into an Amended and Restated Lease Agreement in the form
of a Conditional Sales Agreement dated as of the date hereof (the "Lease") for
the lease of a 600 Series Skyship.

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

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

           NOW, THEREFORE, based upon the foregoing and other 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 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 Guaranty of Guarantor, as it may be
          amended, modified or supplemented.

               "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






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          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 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 its 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, 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.


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               (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 on 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 its
          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


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          Obligations, or any other obligation of any 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.

               (f) 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


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          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;

               (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, (iii) 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.

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           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 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 a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation,
has the power to own its assets and to transact the business in which it is now
engaged and is qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except for failure to be so
qualified, authorized or licensed that would not in the aggregate have a
material adverse effect on the business, operations, assets or financial
condition of Guarantor.

               3.2 Authorization; Enforceable Obligations. Guarantor has the
power, authority and legal right to execute, deliver and perform this Guaranty
on the terms and conditions hereof and has taken all necessary action to
authorize its Guaranty hereunder on the terms and conditions hereof and its
execution, delivery and performance of this Guaranty and all obligations
required hereunder. No consent of any other Person including, without
limitation, stockholders and 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 by a duly authorized
officer of Guarantor, 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.


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           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 its assets may be
bound, or of the Certificate of Incorporation or By-Laws of Guarantor, 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 its property, assets or revenues
pursuant,to the provisions of any such mortgage, indenture, lease, contract or
other agreement, instrument or undertaking.

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 Corporate Existence, Etc. Guarantor will at all times preserve
and keep in full force and effect its corporate existence and all rights and
franchises material to its business.

           4.2 Restriction on Fundamental Changes. Guarantor will not enter into
any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any
liquidation or dissolution), discontinue its business or convey, sell, transfer
or otherwise dispose of, in one transaction or in a series of transactions, all
or any substantial part of its business or property, whether now or hereafter
acquired.

           4.3 Periodic Information. Guarantor will furnish to Lessor:

              (i) within 90 days after the end of each fiscal year of Guarantor,
annual financial statements of Guarantor certified by Cohen & Siegel or
independent certified public accountants of recognized national standing
selected by Guarantor and acceptable to Lessor;

              (ii) within 45 days after the end of each of the first
three-quarters of each fiscal year, quarterly financial statements of Guarantor;

              (iii) 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.

           4.4 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.


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           4.5 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.

           4.6 Taxes. Guarantor will pay and discharge airy and all taxes,
assessments and governmental charges or levies imposed upon it or on its income
or profits or on any of its 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.

           4.7 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.

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 its respective 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


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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 are
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
PERFORMANCE, 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 its 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.

           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 that 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 its 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 its 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 its 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.


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           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.



                                        TRANS CONTINENTAL AIRLINES, INC.




                                        By:   /s/ LOUIS J. PEARLMAN
                                              _________________________________
                                        Name:
                                              _________________________________

                                        Title: President
                                              _________________________________


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