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                                   BY-LAWS OF

                           AIRSHIP INTERNATIONAL LTD.

             Incorporated under the Business Corporation Law of the
                                State of New York

1       PRINCIPAL OFFICE

        (1.1) INITIAL LOCATION The principal office of the corporation shall
initially be located at 521 Fifth Avenue, Suite 1746, New York, New York 10017.

        (1.2) CHANGE OF LOCATION The board of directors may, upon reasonable
written notice to all shareholders, relocate the principal office of the
corporation.

        (1.3) OTHER OFFICES In addition to its principal office, the corporation
may have such other offices, either within or without the State of
incorporation, as the board of directors may designate.

2       DIRECTORS

        (2.1) NUMBER The number of directors shall be that number as may from
time to time be fixed by the board of directors, but not less than. the minimum
number required by law.

        (2.2) QUALIFICATION No person shall serve as a director unless qualified
under the following rules:

           A.     A director must be at least 18 years of age.
           B.     A director need not be a shareholder.
           C.     A director need not reside within the State of incorporation.

        (2.3) NOTICES Upon taking office, each director shall file with the
secretary a written designation of the address that the director desires to be
used for the purpose of giving notices to him/her. Until the director shall have
effectively done so, he/she shall be deemed to have designated either the
principal office of the corporation or any other address that the sender of the
notice could reasonably believe to be an appropriate address. Any designated
address may be redesignated by similar filing with the secretary. The secretary
shall give each of the other directors prompt notice of every designation or
redesignation filed. The designation or redesignation shall be effective three
business days.after the secretary's action or upon earlier receipt. Any notice
to a director shall be valid if sent to either (a) the director's designated
address or (b) any other address used in good faith unless it be shown that
prejudice resulted from use of such other address. All notices must be in
writing. Any notice may be








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delivered by hand or sent by telecommunications device, by nail or by similar
means. If a notice is sent by registered mail or return receipt requested,
another copy shall at the same time be sent by ordinary first class mail.

        (2.4) RESIGNATION A director may resign at any time by, giving notice to
each of the other directors. Unless otherwise specified, the notice shall be
effective immediately and acceptance shall not be necessary to make it
effective. A director need not assign cause for resigning.

        (2.5) REMOVAL A director may be removed by the shareholders without
cause or by the board of directors with cause.

3       BOARD OF DIRECTORS

        (3.1) REGULAR MEETINGS A regular meeting shall be held immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide for other regular meetings. Notice need not be given of
any regular meeting.

        (3.2) SPECIAL MEETINGS The president or any two directors may call a
special meeting upon not less than five business days' notice to every other
director stating the time and place and business to be transacted.

        (3.3) ADJOURNED MEETINGS Whether or not a quorum is present, a majority
of the directors present may adjourn any meeting to such time and place as they
shall decide. Notice of any adjourned meeting need not be given. At any
adjourned meeting, whether adjourned once or more, any business may be
transacted that might have been transacted at the meeting of which it is an
adjournment. Additional business may also be transacted if proper notice shall
have been given.

        (3.4) ORGANIZATION The chairperson of the meeting shall be the president
if taking part in the meeting or, if not, any director elected by a majority of
the directors present. The secretary of the meeting shall be the secretary if
taking part in the meeting or, if not, any director appointed by the chairman of
the meeting.

        (3.5) COMMITTEES The board of directors may, by resolution passed by a
majority of the full board of directors (a) designate three or more of its
number to constitute an executive committee, or one or more other committees,
which, so far as may be permitted by law and to the extent and in the manner
provided in said resolution, shall have and may exercise, between meetings of
the board of directors, the powers of the board of directors in the management
of the affairs and business of the corporation, (b) at any time change the
members of any such committee, (c) fill vacancies in any such committee, and (d)
discharge any such committee, with or without cause. The board of directors may
provide for regular meetings of any such

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committee with or without notice as the board of directors may prescribe. To the
extent authority of the board of directors has been delegated to any such
committee, any reference in these by-laws to the board of directors shall be
deemed a reference to such committee.

        (3.6) TELECOMMUNICATIONS PARTICIPATION Any one or more directors may
participate in a meeting of the board or any committee by means of a conference
telephone or other type of telecommunications equipment allowing persons
participating in the meeting to hear each other at the same time.

        (3.7) REGULATIONS The board of directors may adopt rules and
regulations, not inconsistent with law, the certificate of incorporation or
these by-laws, for the conduct of its meetings and the management of all aspects
of the affairs of the corporation.

4       SHARES AND CERTIFICATES

        (4.1) FORM OF CERTIFICATES Certificates representing shares shall be in
the form determined by the board of directors. All certificates issued shall be
consecutively numbered or otherwise appropriately identified.

        (4.2) SHARE TRANSFER LEDGER There shall be kept a share transfer ledger
in which shall be entered full and accurate records including the names and
addresses of all shareholders, the number of shares issued to each shareholder
and the dates of issuance. All transfers of shares shall be promptly reflected
in the share transfer ledger. Unless otherwise directed by the board of
directors, the share transfer ledger shall be kept at the principal office of
the corporation.

        (4.3) TRANSFER OF SHARES Upon (a) receipt of the certificate
representing the shares to be transferred, either duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, (b)
payment of any required transfer taxes, and (c) payment of any reasonable charge
the board of directors may have established, the surrendered certificate shall
be cancelled and a new certificate or certificates shall be issued to the
person(s) entitled to it.

        (4.4) REPLACEMENT CERTIFICATES Replacement certificates will be issued
at the request of the shareholder upon payment of any reasonable charge the
board of directors may have established. In case of a lost, mislaid, destroyed
or mutilated certificate, proof of the facts, by affidavit or otherwise, may
also be required, as may be a bond or other proper indemnification for the
corporation and its agents.

        (4.5) RECORD OWNER TO BE TREATED AS OWNER Unless otherwise directed by a
court of competent jurisdiction, the corporation shall treat the holder of
record of any share as the holder in fact and accordingly shall not recognize
any equitable or

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other claim to or interest in the shares on the part of any other persons,
whether or not it shall have express or other notice of it.

5       SHAREHOLDERS' MEETINGS

        (5.1) ANNUAL MEETING The annual meeting of the shareholders shall be
held at 10 A.M. on the third Tuesday of March in each year. If the day fixed for
the annual meeting is a Saturday, Sunday or holiday at the place it is to be
held, the meeting shall be held on the following day that is not such a day.
Unless otherwise stated in the notice of the meeting pursuant to direction of
the board of directors, the annual meeting shall be held at the principal office
of the corporation.

        (5.2) SPECIAL MEETINGS A special meeting of the shareholders may be
called by any two or more directors, the president or the holders of not less
than 25% of all the shares entitled to vote at the meeting.

        (5.3) ADJOURNED MEETINGS Whether or not a quorum is present, a majority
in voting power of the shareholders present in person or by proxy and entitled
to vote may adjourn any meeting to a time and place as they shall decide. Notice
of any adjourned meeting need not be given. At any adjourned meeting, whether
adjourned once or more, any business may be transacted that might have been
transacted at the meeting of which it is an adjournment. Additional business may
also be transacted if proper notice shall have been given.

        (5.4) ORGANIZATION The president shall be chairman of the meeting. The
secretary shall be secretary of the meeting. If neither the president nor any
vice president is present, the shareholders shall choose a chairman of the
meetings If neither the secretary nor any assistant secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.

        (5.5) ORDER OF BUSINESS The order of business shall be as determined by
the chairman of the meeting, but the order may be changed by a majority in
voting power of the shareholders present in person or by proxy and entitled to
vote. Unless otherwise determined as aforesaid, the order shall be as follows:

               1.     Roll call.
               2.     Proof of notice of meeting or waiver of notice.
               3.     Reading of minutes of preceding meeting.
               4.     Reports of officers.
               5.     Reports of committees.
               6.     Election of directors.
               7.     Unfinished business.
               8.     New business.

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        (5.6) VOTING Upon demand of any shareholder, voting shall be by ballot,
in which event each ballot shall be signed by the shareholder or his proxy and
shall state the number of shares voted. Otherwise, voting need not be in
writing.

6       OFFICERS

        (6.1) ADDITIONAL OFFICERS In addition to the president, secretary,
treasurer and any other officers required by law, the corporation may have one
or more vice presidents elected by the board of directors, one of whom may be
designated as executive vice president. The corporation may also have such other
or assistant officers as may be elected by, or appointed in a manner prescribed
by, the board of directors.

        (6.2) SENIORITY The executive vice president, if there is one, shall be
deemed senior to all other vice presidents. Unless otherwise determined by, or
under rules prescribed by, the board of directors, seniority of any officer
shall be determined by length of continuous service in that office.

        (6.3) CONTINUATION IN OFFICE Unless otherwise provided by the board of
directors, every officer shall serve until death, incapacity, resignation or
removal by the board of directors. Any resignation or removal shall be without
prejudice to any contractual rights of the corporation or the officer.

        (6.4) DUTIES IN GENERAL Subject to these by-laws, the authority and
duties of all officers shall be determined by, or in the manner prescribed by,
the board of directors. Except as may be specifically restricted by the board of
directors, any officer may delegate any or his/her authority and duties to any
subordinate officer.

        (6.5) DUTIES OF PRESIDENT The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. The president may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments that the board of directors has
authorized to be executed, except in cases where the signing and execution shall
be expressly delegated by the board of directors or by these by-laws to some
other officer or agent of the corporation or shall be required by law to be
otherwise signed or executed, and in general shall perform all duties incident
to the office of president and such other duties as may be prescribed by the
board of directors from time to time.

        (6.6) DUTIES OF VICE-PRESIDENTS In the absence or incapacity of the
president, the senior vice president shall perform the duties of the president
and when so acting shall have all the powers of and be subject to all the
restrictions upon the president.

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Each vice president shall perform any other duties as may be assigned by the
president or by the board of directors.

        (6.7) DUTIES OF SECRETARY The secretary shall keep the minutes of the
shareholders' and the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the provisions
of these by-laws or as otherwise required, be custodian of the corporate records
and of the seal of the corporation, keep a register of the post office addresses
of each shareholder, have general charge of the share transfer books of the
corporation, and in general perform all duties incident to the office of
secretary and other duties as may be assigned by the president or by the board
of directors.

        (6.8) DUTIES OF TREASURER If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in a
sum and with any surety or sureties as the board of directors shall determine.
The treasurer shall have charge and custody of and be responsible for all funds
and securities of the corporation, receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in the banks, trust companies or other
depositories as shall be selected in accordance with these by-laws, and in
general perform all the duties incident to the office of treasurer and such
other duties as may be assigned by the president or the board of directors.

        (6.9) SALARIES No officer shall receive any salary unless provided or
authorized by the board of directors. No officer shall be prevented from
receiving a salary by reason of the fact that he/she is a director.

7       SEAL

        (7.1) FORM The seal of the corporation shall be in the form impressed in
the margin.

        (7.2) USE The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon an adhesive substance annexed.
The seal on certificates for shares or other documents may be a facsimile,
engraved or imprinted.

8       AMENDMENTS

        (8.1) BY BOARD These by-laws may be amended or repealed by the board of
directors.

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