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                                                                    Exhibit 99.2

                                                            No. of Shares ______
                                 FORM OF PROXY

                              TRAVELBYUS.COM LTD.
      204-3237 KING GEORGE HIGHWAY, SOUTH SURREY, BRITISH COLUMBIA V4P IB7

                        SPECIAL MEETING OF SHAREHOLDERS
                                August __, 2000


     The undersigned hereby appoints ________________________ and
__________________________ (Alternative:____________________), or any of them,
with full power of substitution in each, proxies (and if the undersigned is a
proxy, substitute proxies) to vote all shares of travelbyus.com common stock of
the undersigned in travelbyus.com ltd. at the Special Meeting of Shareholders to
be held _______________, Toronto, Ontario, at 11:00 a.m., local time, on August
__, 2000, and at any adjournments thereof, as specified below:

1.   Proposal to approve the arrangement between travelbyus.com ltd., Aviation
     Group, Inc. and a wholly owned Canadian subsidiary of Aviation Group, Inc.
     pursuant to an Arrangement Agreement, as described in the accompanying
     joint proxy statement/prospectus.

      [ ] FOR             [ ] AGAINST              [ ]  ABSTAIN


2.   In their discretion, the proxies (and if the undersigned is a proxy, any
     substitute proxies) are authorized to vote upon such other business as may
     properly come before the meeting.

              Please sign and date on reverse side of this proxy.
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     This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR Proposal 1 and at the discretion of the proxies with respect
to any matters referred to in Proposal 2. This proxy is being solicited by the
board of directors and the management of travelbyus.com ltd. A shareholder has
the right to appoint a person or company (who need not be a shareholder), other
than the persons designated as proxies herein, as proxyholder to represent the
shareholder at the special meeting by striking out the names of the persons so
designated and inserting the name of the chosen proxyholder in the blank space
provided for that purpose, or by completing and signing another proper form of
proxy.


                              Dated:___________________________, 2000


                              Please sign exactly as name appears in left.  When
                              shares are held by joint tenants, both should
                              sign.  When signing as attorney, as executor,
                              administrator, trustee or guardian, please give
                              full title as such.  If a corporation, please sign
                              in full corporate name by President or other
                              authorized officer. If a partnership, please sign
                              in partnership name by authorized person.



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                              Signature


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                              Title


           This proxy is solicited by the Board of Directors.  If no
                specification is made, this Proxy will be voted
                                FOR Proposal 1.