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                                    TERM NOTE

$3,500,000.00                                           Pittsburgh, Pennsylvania
                                                        November 30
                                                        _________________ , 1995

                FOR VALUE RECEIVED, the undersigned, Airship International LTD
 ("Maker"), a New York corporation, having its principal office at 7380 Sand
 Lake Road, Suite 350, Orlando, Florida 32819, promises to pay to the order of
 Senstar Capital Corporation ("Lender") in lawful money of the United States of
 America in immediately available funds at the Pittsburgh, Pennsylvania office
 of Lender at 36th Floor One Oxford Centre, Pittsburgh, Pennsylvania 15219, or
 at such other location as the holder hereof may designate from time to time,
 the principal sum of Three Million Five Hundred Thousand Dollars
 ($3,500,000.00), together with interest from the date hereof on the unpaid
 principal balance at a rate of nine and one-quarter percent (9.25%) per annum.
 This Note shall be payable as follows: Sixty Three Thousand Three Hundred
 Seventy One Dollars and 06/100 ($63,371.06), on November 30, 1995, and a like
 and equal sum on the thirtieth (30th) day of each succeeding calendar month (in
 the event any month has less than 30 days, then on the last day of such month)
 thereafter to and including October 30, 2000 and the entire outstanding balance
 of principal and accrued and unpaid interest on this Note on November 30, 2000.
 If the Maker fails (i) to make any payment hereunder or under any other
 document executed in connection with this Note, or (ii) fails to pay this Note
 at maturity, whether by acceleration, demand or otherwise, then in either such
 event, each such payment or accelerated balance shall bear interest at the
 lower of 18% or the highest rate permitted by law. The aforesaid interest rates
 shall continue to apply whether or not judgment shall be entered on this Note.

                If any payment of principal or interest on this Note shall
 become due on a Saturday, Sunday or on any other day on which Lender is not
 open for business, such payment shall be made on the next succeeding business
 day and such extension of time shall in such case be included in computing
 interest in connection with such payment.

                Notwithstanding any provision of this Note to the contrary, it
 is the intent of Maker and Lender that Lender shall not at any time be entitled
 to receive, collect or apply, and Maker and Lender shall not be deemed to have
 contracted for, as interest on the principal indebtedness evidenced hereby, any
 amount in excess of the maximum rate of interest permitted to be charged by
 applicable law, and in the event Lender ever receives, collects or applies as
 interest any such excess, such excess shall be deemed partial payment of the
 principal indebtedness evidenced hereby, and if such principal shall be paid in
 full, any such excess shall

                         EXHIBIT "C" TO CREDIT AGREEMENT
                                NOT FOR EXECUTION











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 forthwith be paid to Maker. In the event that, but for this paragraph, the rate
 of interest applicable to this Note would at any time exceed the maximum lawful
 rate, then this Note and all interest hereon shall thereupon be immediately due
 and payable.

                This Note is the Term Note referred to in and issued pursuant to
 the Credit Agreement, dated of even date herewith, between Maker and Lender
 ("Credit Agreement"). The Credit Agreement contains provisions, among other
 things, for the acceleration of the stated maturity of this Note upon the
 happening of certain stated events recited therein and also for prepayments on
 account of the principal hereof prior to maturity as provided therein.

                Maker hereby waives presentment, demand, protest or notice of
 any kind in connection with this Note.

                This Note shall bind Maker and the successors and assigns of
 Maker, and the benefits hereof shall inure to the benefit of Lender and its
 successors and assigns. All references herein to "Maker" shall be deemed to
 apply to Maker and to the successors and assigns of Maker, and all references
 herein to "Lender" shall be deemed to apply to Lender and its successors and
 assigns. This Note shall be governed by and enforced in accordance with the
 laws of the Commonwealth of Pennsylvania without giving effect to conflict of
 laws principles. Maker hereby consents that jurisdiction and venue for action,
 suit or other legal proceeding arising under this Note shall lie in the
 appropriate courts of competent jurisdiction in Allegheny County, Pennsylvania.

                MAKER DOES HEREBY EMPOWER THE PROTHONOTARY OR ANY ATTORNEY OF
 ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF PENNSYLVANIA TO APPEAR FOR MAKER
 AND, WITH OR WITHOUT ONE OR MORE COMPLAINTS FILED, CONFESS JUDGMENT OR
 JUDGMENTS AGAINST MAKER IN ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF
 PENNSYLVANIA AT ANY TIME AFTER THE DATE OF THIS NOTE AND, WHETHER OR NOT THIS
 NOTE IS THEN DUE OR IN DEFAULT, IN FAVOR OF LENDER, ITS SUCCESSORS AND ASSIGNS,
 FOR THE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ALL INTEREST ACCRUED HEREON,
 TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF TWENTY PERCENT
 (20%) FOR COLLECTION OF SUCH SUMS, AND MAKER HEREBY FOREVER WAIVES AND RELEASES
 ANY AND ALL ERRORS IN SAID PROCEEDINGS AND WAIVES STAY OF EXECUTION AND STAY,
 CONTINUANCE OR ADJOURNMENT OF SALE ON EXECUTION. THE AUTHORITY AND POWER TO
 APPEAR FOR AND ENTER JUDGMENT AGAINST MAKER SHALL NOT BE EXHAUSTED BY ONE OR
 MORE EXERCISES THEREOF, AND MAY BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS
 LENDER OR ITS SUCCESSORS AND ASSIGNS SHALL DEEM NECESSARY OR DESIRABLE.



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                IN WITNESS WHEREOF, Maker, intending to be legally bound, has
 executed this Note on the day and year first above written with the intention
 that this Note shall constitute a sealed instrument.












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 ATTEST:                                      AIRSHIP INTERNATIONAL LTD.
_______________________                       By:   /s/ LOUIS J. PEARLMAN
                                                    ______________________
                                              Name:
                                                    ______________________
[SEALl                                        Title: President
                                                    ______________________
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