<PAGE>

                                                                   Exhibit 10.14

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THESE WARRANTS ARE SUBJECT TO CANCELLATION AND RESTRICTIONS ON TRANSFER AND
EXERCISE.

NO. W-A1                                               500,000 Series A Warrants

                                    WARRANTS
                  To Purchase 500,000 Shares of Common Stock of
                              Aviation Group, Inc.

      1. Grant of Warrant. THIS IS TO CERTIFY THAT, Genesis Diversified
Investments, Inc., ("Genesis") or its successors or assigns as registered holder
of these Warrants (the "Holder"), is hereby granted 500,000 Series A Warrants
(the "Warrants"). The Holder is entitled to exercise these Warrants to purchase
from Aviation Group, Inc., a Texas corporation (the "Company"), up to 500,000
shares of common stock of the Company, par value U.S. $0.01 per share (the
"Common Stock"), at any time on or prior to the Expiration Date (as defined
herein), subject to the conditions described in Section 2 herein. This
certificate is executed and delivered in connection with the consummation of the
merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as
of March 17, 2000, as amended (the "Merger Agreement"), among the Company,
Global Leisure Travel, Inc., a Washington corporation ("Global"), AVGP Sub,
Inc., a Washington corporation ("New Sub") and the equity holders and
debtholders of Global. The consideration for the issuance of these Warrants is
the transfer to the Company by the Holder of certain indebtedness of Global.

      2. Exercise of Warrant. Each Warrant shall initially entitle the Holder of
such Warrant to purchase one (1) share of Common Stock upon the exercise
thereof, in accordance with the terms hereof, subject to modification and
adjustment as provided in Section 7. Each of the Warrants shall expire at the
"Expiration Date". The term "Expiration Date" shall mean the earlier of (i) 5:00
p.m. (Dallas, Texas time) on March 31, 2005, or (ii) 5:00 p.m. (Dallas, Texas
time) on the second anniversary of the date the shares of Common Stock issuable
upon the exercise of the Warrants are registered for resale under the Securities
Act of 1933, as amended; provided that if such date shall be a holiday or day on
which banks are authorized to close then 5:00 p.m. (Dallas, Texas time) from the
next following day which is not a holiday nor a day in which banks are
authorized to close. Upon notice to the Holder, the Company shall have the right
to extend the Expiration Date. The exercise price of each Warrant shall equal
(subject to
<PAGE>

adjustment as provided in Section 8) U.S. $5.00 per share of Common Stock
subject to the terms and conditions herein.

      In order to exercise this Warrant, in whole or in part, the Holder hereof
shall deliver to the Company at its principal office at 700 North Pearl Street,
Suite 2170, Dallas, Texas 75201, or at such other offices as shall be designated
by the Company, a written notice of such Holder's election to exercise this
Warrant. The notice shall specify the number of shares of Common Stock to be
purchased pursuant to such exercise. The notice shall also be accompanied by (i)
cash or a certified or cashier's check payable to the order of the Company, and
(ii) this Warrant. The payment shall be in an amount equal to the pro rata
portion of the aggregate purchase price for all shares of Common Stock to be
purchased pursuant to such exercise. Such notice may be in the form of the
Subscription appearing at the end of this Warrant. Upon receipt thereof, the
Company shall, as promptly as practicable, and in any event within five (5)
business days thereafter, execute or cause to be executed and delivered to such
Holder a certificate or certificates representing the aggregate number of full
shares of Common Stock issuable upon such exercise. The stock certificate or
certificates so delivered shall be registered in the name of such Holder, or
such other name as shall be designated in said notice. Holder acknowledges that
the stock certificate shall bear a restrictive legend comparable to that
appearing on the face of this Warrant, and any other legends required by
applicable law, the Merger Agreement and any shareholders' or similar agreement
to which such shares are subject. This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and such Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date said notice, together with said payment and this
Warrant, is received by the Company as aforesaid. If this Warrant shall have
been exercised in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such Holder a new Warrant evidencing the
rights of such Holder to purchase the number of shares of Common Stock with
respect to which this Warrant shall not have been exercised or, at the request
of such Holder, appropriate notation may be made on this Warrant and the same
returned to such Holder. The new Warrant shall in all other respects be
identical with this Warrant.

      In connection with the execution of this Warrant, GenesisIntermedia
("GenesisIntermedia") has entered into an agreement whereby GenesisIntermedia
agrees to provide the Company and travelbyus.com ltd., an Ontario corporation
("travelbyus"), exclusive access to its Centerlinq Network for three years and
certain other matters related thereto (the "GenesisIntermedia Agreement"). In
partial consideration of the execution of the GenesisIntermedia Agreement by
GenesisIntermedia, notwithstanding anything contained herein to the contrary,
these Warrants shall not be cancelable and shall be transferable and exercisable
upon issuance, subject to the restrictions on transfer in Section 4 and the
provisions relating to shareholder approval contained in the following
paragraph. In further consideration for entering into the GenesisIntermedia
Agreement and in connection with the issuance of these Warrants, the Company
agrees that any shares of Series A Preferred Stock originally issued to Genesis
or its nominee (the "Genesis Series A Preferred Stock") shall be redeemed (the
"Genesis Series A Redemption"), unless previously converted to Common Stock in
accordance with the terms of such shares, from the net cash proceeds from any
public sale of debt or equity securities issued by the Company subsequent to the
completion of the proposed business combinations and financings, including but
not limited to the Travelbyus Merger (as defined below), contemplated


                                       2
<PAGE>

in those two certain amended and restated letters of intent dated as of March
16, 2000 between the Company and Global and the Company and travelbyus. The
Genesis Series A Redemption shall be required only to the extent that the net
cash proceeds from the sale of such public securities exceed the amount
necessary to complete the redemption of the Company's Series B Preferred Stock,
as required by its terms, and exceed, in the aggregate, U.S. $25 million.
Without intending to expand the application of the Genesis Series A Redemption
beyond the public sale of debt or equity securities, by way of example and for
further clarification, the Genesis Series A Redemption shall (ii) not be
required with respect to any non-public debt financings, (iii) not be required
to the extent that the net cash proceeds are used to effect a strategic
acquisition by the Company or its subsidiary, and (iv) not be required with
respect to the sale of Common Stock or equity securities that are junior in
right of dividends, liquidation preference and redemption rights to the Genesis
Series A Preferred Stock.

      Notwithstanding anything contained herein to the contrary, none of the
Warrants shall be exercisable until the Company has obtained the approval of its
shareholders to the issuance of the Warrants, as required by the rules of The
Nasdaq Stock Market, and until the Company has amended its articles of
incorporation to increase the authorized number of shares of Common Stock. The
Company shall use commercially reasonable efforts to obtain the approval of its
shareholders for the issuance of the Warrants and the amendment of its articles
of incorporation in connection with the solicitation of approval of its
shareholders to the merger of travelbyus with a subsidiary of the Company (the
"Travelbyus Merger").

      3. Payment of Taxes. The Company shall pay all documentary or similar
taxes and other governmental charges that may be imposed with respect to the
issuance of the Warrants or the issuance or delivery of any shares of Common
Stock upon exercise of the Warrants; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      4. Restrictions On Transfer of Warrants. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof. This Agreement is binding upon any Holder(s) of a Warrant Certificate
and their respective heirs, successors, and permitted assigns. The Holder may
transfer a Warrant, subject to any other limitations in the Agreement, provided
that the transferee agrees to be bound by the terms of this Agreement as if such
transferee were a Holder and, provided further, that the transfer is made
pursuant to an effective registration statement under the Securities Act or a
valid exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act"). If requested by the Company, the Holder must also
furnish to the Company an opinion of counsel reasonably satisfactory to the
Company to such effect.

      Subject to the foregoing restrictions, the Warrants may be transferred by
the Holder hereof in person or by duly authorized attorney on the books of the
Company upon surrender of this Warrant at the principal offices of the Company,
together with the form of transfer


                                       3
<PAGE>

authorization attached hereto duly executed. The Company shall deem and treat
the registered Holder of this Warrant at any time as the absolute owner hereof
for all purposes and shall not be affected by any notice to the contrary. If
this Warrant is transferred in part, the Company shall at the time of surrender
of this Warrant, issue to the transferee a Warrant covering the number of shares
of Common Stock transferred and to the transferor a Warrant covering the number
of shares not transferred.

      5. Exercise Price.

            5.1 Initial and Adjusted Exercise Price. Except as otherwise
provided in Section 7 hereof, the initial exercise price of each Warrant shall
be U.S. $5.00 per share of Common Stock. The adjusted exercise price shall be
the price which shall result from time to time from any and all adjustments of
the initial exercise price in accordance with the provisions of Section 7
hereof.

            5.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.

      6. Registration Rights.

            6.1 Registration of Underlying Shares. The Company agrees to use
commercially reasonable efforts to cause the underlying shares of Common Stock
to be registered for resale by the Holders under the Securities Act in
connection with the consummation of the Travelbyus Merger. The Company shall use
its commercially reasonable efforts to cause any resale registration statement
to remain effective and current until the earlier of (a) all such securities
having been sold pursuant to such registration statement or (b) two years from
the date such securities were initially issued.

            6.2 Restrictive Legends. The Warrant Certificates, any certificates
representing the shares of Common Stock underlying the Warrants and any of the
other securities issuable upon exercise of the Warrants shall bear the following
restrictive legend:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"), and may not be offered or sold except pursuant to (i)
                  an effective registration statement under the Act, (ii) to the
                  extent applicable, Rule 144 under the Act (or any similar rule
                  under such Act relating to the disposition of securities), or
                  (iii) an opinion of counsel, if such opinion shall be
                  reasonably satisfactory to counsel to the issuer, that an
                  exemption from registration under such Act is available.


                                       4
<PAGE>

      7. Adjustments to Exercise Price and Number of Shares.

            7.1 Adjustments for Change in Capital Stock. If at any time after
the date of this Agreement, the Company:

                  (a) pays a dividend or makes a distribution on its Common
            Stock exclusively in shares of its Common Stock;

                  (b) subdivides its outstanding shares of Common Stock into a
            greater number of shares;

                  (c) combines its outstanding shares of Common Stock into a
            smaller number of shares;

                  (d) pays a dividend or makes a distribution on its common
            stock in shares of its capital stock other than Common Stock; or

                  (e) issues by reclassification of its Common Stock any shares
            of its capital stock;

then the Holders of the unexercised Warrants shall thereafter be entitled to
receive, upon the exercise of such Warrants, the same shares of Common Stock and
other securities that they would have owned or been entitled to receive
immediately after such event as if the Warrants had been exercised immediately
prior to such event. The adjustment pursuant to this Section 7.1 shall be made
successively each time that any event listed in this Section 7.1 above shall
occur. Upon each adjustment in the number of shares for which this Warrant is
exercisable pursuant to this Section 7.1, the Exercise Price for this Warrant
shall be adjusted to equal an amount per share of Common Stock equal to the
Exercise Price before such adjustment multiplied by a fraction, of which the
numerator is the number of shares of Common Stock for which the Warrant is
exercisable immediately before giving effect to such adjustment, and the
denominator of which is the number of shares of Common Stock for which the
Warrant is exercisable immediately after giving effect to such adjustment.

            7.2 Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the Holder of this
Warrant shall have the right thereafter (until the expiration of this Warrant)
to receive, upon exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable upon such consolidation or
merger, by a holder of the number of shares of Common Stock of the Company for
which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental warrant agreement
shall provide for adjustments which shall be identical to the adjustments
provided in Section 7. The above provision of this subsection shall similarly
apply to successive consolidations or mergers.


                                       5
<PAGE>

            7.3 No Adjustment in Certain Cases. No adjustment of the Exercise
Price or number of shares of Common Stock shall be made:

                  (a) If the amount of such adjustment shall be less than two
            cents (U.S. $.02) per share, provided, however, that in such case
            any adjustment that would otherwise be required then to be made
            shall be carried forward and shall be made at the time of and
            together with the next subsequent adjustment which, together with
            any adjustment so carried forward, shall amount to at least two
            cents (U.S. $.02) per share; or

                  (b) If the Exercise Price would be less than the par value per
            share of Common Stock.

            7.4 Statement on Warrant Certificate. Irrespective of any
adjustments in the Exercise Price or the number or kind of shares purchasable
upon the exercise of the Warrants, this Warrant Certificate or certificates
thereafter issued may continue to express the same price and number and kind of
shares as are stated in this Warrant Certificate.

            7.5 Definition of Common Stock. For the purpose of this Warrant, the
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in the Articles of Incorporation of the Company as amended as of the date
hereof, (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value,
(iii) in the case of any consolidation or merger, the stock, securities or
property receivable on the exercise of this Warrant pursuant to Section 7.2
hereof, or (iv) in the case of any change in the outstanding shares of Common
Stock issuable upon exercise of this Warrant as a result of a subdivision or
combination, such shares of Common Stock as so changed.

            7.6 Notice of Adjustment. On the happening of an event requiring an
adjustment of the Exercise Price or the shares of Common Stock purchasable under
these Warrants, the Company shall promptly give written notice to the registered
Holder hereof stating the adjusted Exercise Price and the adjusted number and
kind of shares of Common Stock and other securities purchasable under these
Warrants resulting from the event and setting forth in reasonable detail the
method of calculation and the facts upon which the calculation is based. The
Board of Directors of the Company, acting in good faith, shall determine the
calculation.

      8. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and loss, theft, destruction or
mutilation of this Warrant Certificate and (in case of loss, theft or
destruction) of indemnity satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation thereof, the Company shall execute and deliver
to Holder a new Warrant Certificate of like tenor representing an equal
aggregate number of Warrants. Applicants for a substitute Warrant Certificate
shall comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.


                                       6
<PAGE>

      9. Fractional Shares.

            9.1. Elimination of Fractional Interests. The Company shall not be
required to issue fractional shares of Common Stock upon the exercise of
Warrants. Warrants may only be exercised in such multiples as are required to
permit the issuance by the Company of one or more whole shares of Common Stock.
If one or more Warrants shall be presented for exercise in full at the same time
by the same Holder, the number of whole shares of Common Stock which shall be
issuable upon such exercise thereof shall be computed on the basis of the
aggregate number of shares of Common Stock purchasable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would, except
for the provisions provided herein, be issuable on the exercise of any Warrant
(or specified portion thereof), the Company shall pay an amount in cash equal to
such fraction multiplied by the then current Market Price of a share of Common
Stock, determined in accordance with Section 9.2 hereof.

            9.2. Definition of Market Price. As used herein, the phrase "Market
Price" at any date shall be deemed to be the last reported sale price, or, in
case no such reported sale takes place on such day, the average of the last
reported sale prices for the last three (3) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or by The Nasdaq Stock Market's National
Market or Smallcap Market ("Nasdaq"), or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted by Nasdaq, the
average closing bid price as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no
longer reporting such information, or if the Common Stock is not quoted by the
NASD or such similar organization, the fair market value of a share of Common
Stock as determined in good faith by resolution of the Board of Directors of the
Company, based on the best information available to it.

      10. Reservation and Listing of Securities. The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of issuance upon the exercise of these Warrants, such number of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Warrants and payment of the Exercise Price therefor, all shares
of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any stockholder.

      11. Notices to Warrant Holder. Nothing contained herein shall be construed
as conferring upon the Holder the right to vote or to consent or to receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration
of these Warrants and their exercise, any of the following events shall occur:

            (a) the Company shall take a record of the holders of its shares of
      Common Stock for the purpose of entitling them to receive a dividend or
      distribution payable other than in cash, or a cash dividend or
      distribution payable other than out of current or


                                       7
<PAGE>

      retained earnings, as indicated by the accounting treatment of such
      dividend or distribution on the books of the Company; or

            (b) the Company shall offer to all the holders of its Common Stock
      any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the
      Company, or any option, right or warrant to subscribe therefor; or

            (c) a dissolution, liquidation or winding up of the Company (other
      than in connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed;

then, in any one or more of such events, the Company shall give written notice
of such event to the Holder at least fifteen (15) days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer book, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.

      12. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made and
sent when delivered, or three days after such is mailed by first class
registered or certified mail, postage prepaid:

            (a) If to the Holder, to the address of the Holder as shown on the
      books of the Company; or

            (b) If to the Company, to Aviation Group, Inc., 700 North Pearl
      Street, Suite 2170, Dallas, Texas 75201, Attention: President, or to such
      other address as the Company may designate by notice to the Holders.

      13. Submission to Jurisdiction. The Company and the Holder hereby agree
that any action, proceeding or claim against it arising out of, or relating in
any way to, this Agreement shall be brought and enforced in the courts of the
State of Texas or of the United States of America for the Northern District of
Texas, and irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive. The Company and the Holder hereby irrevocably waive any objection to
such exclusive jurisdiction or inconvenient forum. Any such process or summons
to be served upon any of the Company and the Holder (at the option of the party
bringing such action, proceeding or claim) may be served by transmitting a copy
thereof, by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 12 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action or proceeding shall be
entitled to recover from


                                       8
<PAGE>

the other party(ies) all of its/their reasonable legal costs and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

      14. Entire Agreement; Modification. This Warrant contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modification or amendment is sought.

      15. Severability. If any provision of this Warrant shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement.

      16. Benefits of this Agreement. Nothing in this Warrant shall be construed
to give to any person or corporation other than the Company and the Holder any
legal or equitable right, remedy or claim under this Agreement; and this
Agreement shall be for the sole benefit of the Company and the Holder.

      17. Successors. This Warrant and the rights evidenced hereby shall be
binding upon and inure to the benefit of the Company, the Holder and their
respective successors and assigns hereunder.

      18. APPLICABLE LAW. THIS WARRANT HAS BEEN EXECUTED, DELIVERED AND ACCEPTED
BY THE PARTIES IN DALLAS, TEXAS AND SHALL BE DEEMED TO HAVE BEEN MADE IN DALLAS,
TEXAS, AND SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE
INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS
PROVISIONS APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED IN SUCH
STATE.

      19. Headings. Headings of the paragraphs in this Warrant are for
convenience and reference only and shall not, for any purpose, be deemed a part
of this Warrant.

      [Remainder of page intentionally left blank; signature page follows.]


                                       9
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of May 11th, 2000.

                                    AVIATION GROUP, INC.


                                    By: /s/ Richard L. Morgan
                                        -----------------------------------
                                    Name: Richard L. Morgan
                                    Title: Executive Vice President
<PAGE>

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)

      The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ______________ shares of Common Stock of Aviation
Group, Inc. purchasable with this Warrant, and herewith makes payment therefor,
all at the price and on the terms and conditions specified in this Warrant and
requests that certificates for the shares of Common Stock hereby purchased (and
any securities or other property issuable upon such exercise) be issued in the
name of and delivered to whose address is , and if such shares of Common Stock
shall not include all of the shares of Common Stock issuable as provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the shares
of Common Stock issuable thereunder to be delivered to the undersigned.

      DATED:  __________, _____.

                                    _______________________________________
                                    Name of Warrant Holder

                                    By: ___________________________________

                                    Title: ________________________________

                                    Address: ______________________________
                                             ______________________________
                                             ______________________________
<PAGE>

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:

Name & Address of Assignee                         No. of Shares of Common Stock

and does hereby irrevocably constitute and appoint as Attorney _________________
to register such transfer on the books of Aviation Group, Inc. maintained for
the purpose, with full power of substitution in the premises.

      DATED:  _________________, _____.

                                    _______________________________________
                                    Name of Warrant Holder

                                    By: ___________________________________

                                    Title: ________________________________

NOTICE: The signature to this assignment must correspond with the name as
        written upon the face of the within Warrant in every particular,
        without alteration or enlargement or any change whatever.

                           ACKNOWLEDGMENT BY ASSIGNEE

      The undersigned Assignee hereby acknowledges receipt of the Warrant and
agrees to be bound by its terms.

                                        ___________________________________

                                    By: ___________________________________

                                    Title: ________________________________