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                                 PROMISSORY NOTE
 $25,000.00                                                     ORLANDO, FLORIDA

 WHEN PAYABLE: See below                                        October 26, 1994

        For the value received, I or we, promise to pay to the order of AIRSHIP
 AIRWAYS, INC. the sum of Twenty Five Thousand Dollars and .00/100 Cents
 ($25,000.00), and said principal shall be due and payable as follows:

        One balloon payment of $25,000.00 shall be due and payable to AAI on or
        before February 23, 1995 with no pre-payment penalty.

         It is agreed that time is of the essence of this contract and that in
 the event of default in the making of any payment as herein provided, the
 holder of this note may, at his option, declare all the remainder of said debt
 due and collectible, and any failure to exercise the said option shall not
 constitute a waiver of the right to exercise the same at any other time. In the
 event of default in the making of any payments herein provided and in the event
 the whole of said debt is declared to be due. If any amount payable hereunder
 is not paid when due or declared due, this note may be placed in the hands of
 an attorney at law for collection and, in that event the undersigned agree to
 pay all attorney fees and costs. Such attorney's fees and costs shall include,
 but not be limited to, fees and costs incurred in all matters of collection and
 enforcement, before, during and after trial proceedings and appeals, as well as
 appearances in and connected with any bankruptcy proceedings, creditors'
 reorganization proceedings, and probate proceedings.

        I, or we, each of us whether maker, surety, guarantor, endorser, or
 other party hereto agree to be jointly and severally bound. I, or we, each
 further waive presentment for payment, demand, protest, and notice of demand,
 protest and nonpayment, and assent to each and every extension or postponement
 of the time of payment or other indulgence, or to any substitution, addition,
 exchange or release of the security held by holder. As used herein the word
 "holder" shall include the payee and any subsequent holder hereof, and the word
 "note" shall include this note and any extension or renewal thereof. The word
 "undersigned" whenever used shall be deemed to include any and all makers,
 endorsers and guarantors. The Undersigned hereby acknowledge that they have
 received a completed copy of this note, and agree to all of the terms contained
 herein.
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                                 PROMISSORY NOTE
$30,400.OO                                                       ORLANDO,FLORIDA

WHEN PAYABLE: See below                                         October 26, 1994

         For the value received, I or we, promise to pay to the order of AIRSHIP
 AIRWAYS, INC. ("AAI") the sum of Thirty Thousand Four Hundred Dollars and
 .00/100 Cents ($30,400.00), and said principal shall be due and payable as
 follows:

        Nineteen (19) payments at $1,600.00 per month with no interest payable
        to AAI as monies are paid to Sand Lake IV Limited Partnership by All
        Star Cafe, Inc.

        It is agreed that time is of the essence of this contract and that in
 the event of default in the making of any payment as herein provided, the
 holder of this note may, at his option, declare all the remainder of said debt
 due and collectible, and any failure to exercise the said option shall not
 constitute a waiver of the right to exercise the same at any other time. In the
 event of default in the making of any payments herein provided and in the event
 the whole of said debt is declared to be due. If any amount payable hereunder
 is not paid when due or declared due, this note may be placed in the hands of
 an attorney at law for collection and, in that event the undersigned agree to
 pay all attorney fees and costs. Such attorney's fees and costs shall include,
 but not be limited to, fees and costs incurred in all matters of collection and
 enforcement, before, during and after trial proceedings and appeals, as well as
 appearances in and connected with any bankruptcy proceedings, creditors'
 reorganization proceedings, and probate proceedings.

        I, or we, each of us whether maker, surety, guarantor, endorser, or
 other party hereto agree to be jointly and severally bound. I, or we, each
 further waive presentment for payment, demand, protest, and notice of demand,
 protest and nonpayment, and assent to each and every extension or postponement
 of the time of payment or other indulgence, or to any substitution, addition,
 exchange or release of the security held by holder. As used herein the word
 "holder" shall include the payee and any subsequent holder hereof, and the
 word "note" shall include this note and any extension or renewal thereof. The
 word "undersigned" whenever used shall be deemed to include any and all makers,
 endorsers and guarantors. The Undersigned hereby acknowledge that they have
 received a completed copy of this note, and agree to all of the terms contained
 herein.

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         IN WITNESS WHEREOF, the Undersigned have executed this promissory note
on the date above written.

 Witnesses:
                                                     AIRSHIP INTERNATIONAL, LTD.

                                                      /s/ LOUIS J. PEARLMAN
______________________________                    By:___________________________
                                                     LOUIS J. PEARLMAN, Pres.
______________________________


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