<PAGE>

  As filed with the Securities and Exchange Commission on June 28, 2000
                                              Registration No. 333-_____________

--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    Form S-4

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                              Aviation Group, Inc.
             (Exact name of Registrant as specified in its charter)

        Texas                          4512                    75-2631373
(State of incorporation)   (Primary Standard Industrial     (I.R.S. Employer
                            Classification Code Number)    Identification No.)

                       700 North Pearl Street, Suite 2170
                              Dallas, Texas  75201
                                 (214) 922-8100
                   (Address, including zip code and telephone
                        number, including area code, of
                   registrant's principal executive offices)
                                ________________

                                 With copies to:
<TABLE>
<S>                             <C>                              <C>
      Daryl B. Robertson                 Bruce Czachor                   John H. Craig
     Jenkens & Gilchrist,             Shearman & Sterling        Cassels, Brock & Blackwell LLP
  A Professional Corporation    Commerce Court West, Suite 4405       40 King Street West
 1445 Ross Avenue, Suite 3200           199 Bay Street                  Toronto, Ontario
  Dallas, Texas  75202-2799            Toronto, Ontario                  Canada M5H 3C2
        (214) 855-4500                  Canada M5L 1E8                   (416) 869-5300
                                        (416) 360-8484
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:  As soon as practicable after this registration statement becomes
effective and the satisfaction of all conditions to the closing of the
arrangement described in the joint proxy statement/prospectus forming part of
this registration statement.

                                ----------------

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                                ----------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===================================================================================================================
      TITLE OF SECURITIES          AMOUNT TO BE        PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
        TO BE REGISTERED            REGISTERED     OFFERING PRICE PER UNIT   AGGREGATE OFFERING   REGISTRATION FEE
                                                                                   PRICE
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                       <C>                  <C>
Common Stock, $0.01 par value         120,000,000 (2)           $2.25   (3)    $270,000,000  (3)        $71,280.00
 per share (1)

Series C convertible preferred             2,160               10,000   (5)      21,600,000  (5)          5,702.40
 stock, $0.01 par value (4)
===================================================================================================================
</TABLE>
(1) This registration statement relates to common stock of the Registrant: (i)
    95,000,000 shares of which may be issued to the shareholders of
    travelbyus.com ltd., an Ontario corporation, upon exchange of the
    exchangeable shares issued in connection with the proposed arrangement
    between the Registrant and travelbyus.com ltd.; (ii) 21,000,000  shares of
    which may be issued pursuant to stock options, warrants and convertible
    securities granted in exchange for similar securities of travelbyus.com ltd.
    in accordance with the arrangement agreement; and, (iii) 4,000,000 shares of
    which may be issued upon conversion of Series C convertible preferred stock
    as described in the joint proxy statement/prospectus forming part of this
    registration statement.
(2) Represents the maximum number of shares of Registrant's common stock
    expected to be issued in connection with the arrangement, pursuant to the
    other securities to be issued in connection with the arrangement, or upon
    conversion of Series C convertible preferred stock.
(3) Estimated solely for purposes of calculating the registration fee under
    Rule 457(f)(1) based on the average of the high and low prices reported on
    the Nasdaq SmallCap Market of $2.25 for the Registrant's common stock on
    June 21, 2000.
(4) This registration statement relates to Series C convertible preferred stock
    of the Registrant being offered in exchange for outstanding shares of Series
    B preferred stock of the Registrant.
(5) Estimated solely for purposes of calculating the registration fee under
    Rule 457(f)(2) based on the book value per share of the Series B preferred
    stock to be canceled in the exchange as of March 31, 2000.

                     --------------------------------------

  The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>

                                EXPLANATORY NOTE

     This registration statement contains (i) a joint proxy statement/prospectus
relating to the business combination of travelbyus.com ltd., an Ontario
corporation, and Aviation Group, Inc., a Texas corporation, pursuant to an
arrangement under Ontario law, and (ii) a prospectus supplement to such joint
proxy statement/prospectus relating to an offer by Aviation Group, Inc. to
exchange 2,153 new shares of its Series C convertible preferred stock for 2,153
outstanding shares of its Series B preferred stock.  The closing of the exchange
offer is conditional upon completion of the proposed arrangement.  The
prospectus supplement will be attached to, and made a part of, the joint proxy
statement/prospectus and will be delivered only to the holders of the
outstanding Series B preferred stock.
<PAGE>

                   SUBJECT TO COMPLETION, DATED JUNE 28, 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING ANY OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

     TRAVELBYUS.COM LTD.                 AVIATION GROUP, INC.

        YOUR VOTE ON OUR PROPOSED BUSINESS COMBINATION IS VERY IMPORTANT

To the shareholders of Aviation Group and travelbyus.com:

     travelbyus.com and Aviation Group have agreed to combine our businesses
through an arrangement under Ontario law. To complete the arrangement, we must
obtain the approval of our shareholders and the final approval of an Ontario
court.

     When the arrangement is completed, travelbyus.com will become an indirect
subsidiary of Aviation Group. travelbyus.com shareholders will receive one
exchangeable share of travelbyus.com for each common share they currently own.
Each exchangeable share may be exchanged by the holder for one share of Aviation
Group common stock. Those exchangeable shares not previously exchanged will be
automatically exchanged into Aviation Group common stock on January 1, 2003, or
earlier upon certain events.

     Although Aviation Group will technically acquire travelbyus.com in the
arrangement, the arrangement will result in a change in control of Aviation
Group. When completed, we estimate that former travelbyus.com shareholders will
own directly or indirectly approximately 75.1 million shares, or 95%, of
Aviation Group's common stock. The arrangement is described in detail in this
booklet.

     Aviation Group shareholders are also being asked to vote on additional
proposals relating to the arrangement and certain other proposals. Some of these
proposals are conditions to the completion of the arrangement. See "Other
Aviation Group Special Meeting Proposals" in this booklet for a detailed
discussion.

     Aviation Group shareholders will vote at Aviation Group's special meeting
on August ___, 2000, at 10:00 a.m., local time, at 700 North Pearl Street, Suite
2170, Dallas, Texas.

     travelbyus.com shareholders will vote at travelbyus.com's special meeting
on August ___, 2000, at 11:00 a.m., local time, at _____________________,
Toronto, Ontario, Canada.

     The travelbyus.com board of directors recommends that travelbyus.com
shareholders vote for the arrangement proposal. The Aviation Group board of
directors recommends that Aviation Group shareholders vote for the arrangement
proposal and each of the other proposals.

     You should consider carefully the Risk Factors beginning on page 19 of this
booklet.

     Your vote is important, regardless of the number of shares you own. Please
vote as soon as possible to make sure that your shares are represented at the
special meeting. You may vote your shares by completing and returning the
enclosed proxy card. You may also cast your vote in person at the special
meeting.

                                Very truly yours,



---------------------------------------  -----------------------------------
William Kerby, Chief Executive Officer   Lee B. Sanders, Chairman
travelbyus.com ltd.                      Aviation Group, Inc.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
joint proxy statement/prospectus is truthful or complete.  Any representation to
the contrary is a criminal offense.

     This joint proxy statement/prospectus is dated ______________, 2000, and is
first being mailed to shareholders on or about _______________, 2000.
<PAGE>

                             [Aviation Group logo]

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON AUGUST ___, 2000


To the shareholders of Aviation Group, Inc.:

     You are hereby given Notice that a special meeting of shareholders of
Aviation Group, Inc., a Texas corporation, will be held on August ___, 2000,
beginning at 10:00 a.m., Dallas time, at Aviation Group's offices, 700 North
Pearl Street, Suite 2170, Dallas, Texas to vote on:

     1. approval of a proposed arrangement pursuant to an arrangement agreement
        with travelbyus.com ltd., an Ontario corporation;

     2. approval of the amendment of our articles of incorporation in connection
        with the arrangement to increase the number of shares of our common
        stock authorized for issuance;

     3. approval of the amendment of our articles of incorporation in connection
        with the arrangement to change our name to travelbyus.com, Inc.;

     4. ratification, as required by Nasdaq rules, of warrants to purchase a
        total of 500,000 shares of our common stock at $1.50 per share issued to
        two of our executive officers;

     5. ratification, as required by Nasdaq rules, of certain securities issued
        or to be issued in connection with our acquisition of Global Leisure
        Travel, Inc. and the related financing;

     6. approval of the amendment to Aviation Group's 1997 Stock Option Plan;

     7. ratification, as required by Nasdaq rules, of warrants to purchase a
        total of 150,000 shares of our common stock issued to three of our
        existing directors; and

     8. such other business, if any, as may properly be brought before the
        meeting.

     Only holders of our common stock as of __________, 2000, our record date,
are entitled to notice of, and to vote at, this meeting or any adjournment of
the meeting.  The list of shareholders entitled to vote will be available for
inspection by any shareholder at the offices of Aviation Group, 700 North Pearl
Street, Suite 2170, Dallas, Texas, for ten days prior to the meeting.

     You are cordially invited to attend this meeting in person.  If you cannot
attend, please sign and date the enclosed proxy and mail it in the enclosed
envelope.

                              By order of the board of directors,


                              LEE SANDERS
                              Chairman
Dallas, Texas
__________, 2000
<PAGE>

                             [travelbyus.com logo]

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON AUGUST ___, 2000


To the shareholders of travelbyus.com ltd.:

     You are hereby given notice that a special meeting of shareholders of
travelbyus.com ltd., an Ontario corporation,  will be held on August __, 2000,
beginning at 11:00 a.m., Toronto time, at _________, Toronto, Ontario to vote
on:

     1. a special resolution to approve a proposed arrangement pursuant to an
        arrangement agreement with Aviation Group, Inc., a Texas corporation,
        and its subsidiary; and

     2.  such other business, if any, as may properly be brought before the
         meeting.

     You  have the right to dissent in connection with the arrangement and to be
paid in cash the fair value of your travelbyus.com common shares, subject to
certain conditions. This right is described in detail in the joint proxy
statement/prospectus.  If you are a beneficial owner of our common shares that
are registered in the name of a broker, custodian, nominee or other
intermediary, you are not entitled to exercise your dissenters' rights.  Only
registered owners of our common shares are entitled to dissent.  The
requirements relating to dissenters' rights must be strictly followed or these
rights may be lost.

     We are providing this notice and joint proxy statement/prospectus to you
pursuant to an interim order of the Ontario Superior Court of Justice dated
___________, 2000.  You are being asked to consider and pass a special
resolution to approve the arrangement under Section 182 of the Business
Corporations Act (Ontario).  Copies of the arrangement agreement, interim order
and special resolution are attached to this booklet as Appendices A, C and F,
respectively.

     Only holders of record of our common shares as of __________, 2000, our
record date, are entitled to vote at the meeting. Transferees after our record
date may take steps to be added to the voters' list as described under "The
Special Meetings--Subsequent Transferees of travelbyus.com Common Shares" in
this booklet.

     Shareholders who are individuals may attend and vote at the meeting in
person or by proxy.  Shareholders that are corporations may attend and vote at
the meeting by proxy or by a duly authorized representative.

     All shareholders are requested to complete and return, in the return
envelope provided, the enclosed proxy card.  Proxies must be received by:

                         Montreal Trust Company of Canada
                         151 Front Street West, 8th Floor
                         Attention: Proxy Department
                         Toronto, Ontario  M5J 2N1

not later than 10:00 a.m., Toronto time, on ________, 2000 in order to be valid
for use at the meeting or, if the meeting is adjourned, not later than 10:00
a.m., Toronto time, on the day (excluding Saturdays, Sundays and holidays)
before the date of the adjourned meeting in order to be valid for use at the
adjourned meeting.

     You have the right to appoint a person or company (who need not be a
shareholder), other than the persons designated as proxyholders in the
accompanying form of proxy, as proxyholder to represent you at the meeting.  To
do so, please strike out the names of the designated persons and insert the name
of your chosen proxyholder in the blank space provided for that purpose in the
form of proxy, or complete and sign another proper form of proxy.
<PAGE>

     A proxy must be in writing and must be executed by you or by your attorney
authorized in writing.  If you execute and return the accompanying form of
proxy, you may revoke it by an instrument in writing executed by you or your
attorney authorized in writing and deposited either at the office of
travelbyus.com (204-3237 King George Highway, South Surrey, British Columbia V4P
1B7), at any time up to and including the last business day preceding the day of
the meeting, or with the chairman of the meeting on the day of the meeting prior
to its commencement, or in any other manner permitted by law.

                              By order of the board of directors,



                              WILLIAM KERBY
____________, 2000            Chief Executive Officer
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
QUESTIONS AND ANSWERS ABOUT THE AVIATION GROUP/TRAVELBYUS.COM ARRANGEMENT................................  9

SUMMARY.................................................................................................. 11
          The Companies.................................................................................. 11
          Proposal to Approve the Arrangement............................................................ 11
          Board Recommendations of Arrangement........................................................... 12
          Votes Required for Approval.................................................................... 12
          Opinions of Financial Advisors................................................................. 12
          No Change in Aviation Group Shares............................................................. 12
          Exchangeable Shares Received by travelbyus.com Shareholders in the Arrangement................. 12
          Listings After the Arrangement................................................................. 13
          Eligibility for Investment of Exchangeable Shares.............................................. 13
          Board of Directors and Management of Aviation Group After the Arrangement...................... 13
          Ownership of Aviation Group and travelbyus.com After the Arrangement........................... 13
          Share Ownership of Management; Voting Intention................................................ 13
          Conflicts of Interest.......................................................................... 13
          Dissenters' Rights............................................................................. 14
          Federal Income Tax Considerations for travelbyus.com Shareholders.............................. 14
          Conditions of the Arrangement.................................................................. 14
          Termination of the Arrangement Agreement and Payment of Fees................................... 15
          Accounting Treatment........................................................................... 16
          Comparison of Shareholder Rights............................................................... 16
          Regulatory Approval............................................................................ 17
          Other Aviation Group Proposals................................................................. 17
          Exchange Offer for Preferred Stock............................................................. 18

RISK FACTORS............................................................................................. 19
          Non-Tax Risks Relating to the Arrangement...................................................... 19
          Tax Risks Relating to the Arrangement.......................................................... 19
          Risks Relating to the Travel Business.......................................................... 20
          Risks Relating to the E-Commerce Travel Business of travelbyus.com............................. 21
          Risks Relating to Exchangeable Shares or Aviation Group Common Stock........................... 24
          Other Risks Relating to the Business of travelbyus.com......................................... 25
          Other Risks Relating to Both Businesses After the Arrangement.................................. 26
          Risks Relating to the Business of Aviation Group............................................... 27

CURRENCY................................................................................................. 28

WHERE YOU CAN FIND MORE INFORMATION...................................................................... 28

FORWARD-LOOKING STATEMENTS............................................................................... 29

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS......................................... 29

SELECTED CONSOLIDATED FINANCIAL DATA OF TRAVELBYUS.COM................................................... 30

SELECTED CONSOLIDATED FINANCIAL DATA OF AVIATION GROUP................................................... 31

COMPARATIVE MARKET DATA.................................................................................. 32

SELECTED COMPARATIVE PER SHARE DATA...................................................................... 33
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                                                                                      <C>
THE SPECIAL MEETINGS..................................................................................... 34
          Times, Places and Dates........................................................................ 34
          Purposes of the Aviation Group Special Meeting................................................. 34
          Purpose of the travelbyus.com Special Meeting.................................................. 34
          Record Dates; Quorum........................................................................... 34
          Voting Rights; Votes Required for Approval..................................................... 35
          How You Can Vote............................................................................... 35
          Solicitation of Proxies; Expenses.............................................................. 36
          Other Matters.................................................................................. 36
          Subsequent Transferees of travelbyus.com Common Shares......................................... 36

PROPOSAL NO. 1
          THE ARRANGEMENT................................................................................ 37
          General........................................................................................ 37
          Background of the Arrangement.................................................................. 37
          Effect of the Arrangement...................................................................... 38
          Votes Required for Approval.................................................................... 39
          Regulatory Approval............................................................................ 39
          Effective Time of Arrangement.................................................................. 39
          Reasons for the Arrangement.................................................................... 39
          Recommendation of the travelbyus.com Board of Directors........................................ 40
          Recommendation of the Aviation Group Board of Directors........................................ 41
          Fairness Opinion of travelbyus.com's Financial Advisor......................................... 42
          Fairness Opinion of Aviation Group's Financial Advisor......................................... 45
          Conflicts of Interests of Certain Persons in the Arrangement................................... 52
          Accounting Treatment........................................................................... 53
          Consequences under Securities Laws; Resale of Exchangeable Shares and
           Aviation Group Shares......................................................................... 53
          Ongoing Canadian Reporting Obligations......................................................... 54
          Fees and Expenses.............................................................................. 54
          Dissenters' Rights............................................................................. 54
          Exchange of travelbyus.com Common Share Certificates........................................... 55
          Treatment of Outstanding travelbyus.com Stock Options and Warrants............................. 55
          Representations and Warranties................................................................. 56
          Conditions of the Arrangement.................................................................. 57
          Termination of the Arrangement Agreement and Payment of Fees................................... 57
          Arrangement Mechanics.......................................................................... 58
          Description of Exchangeable Shares............................................................. 59
          Covenants...................................................................................... 62
          Management and Board of Directors After the Arrangement........................................ 62
          Listings After the Arrangement................................................................. 63
          The Voting And Exchange Agreement.............................................................. 63
          The Support Agreement.......................................................................... 64

FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT............................................ 66
          Canadian Federal Income Tax Considerations..................................................... 66
          United States Federal Income Tax Considerations................................................ 71

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS........................................................ 78

DESCRIPTION OF AVIATION GROUP CAPITAL STOCK.............................................................. 84
          Common Stock................................................................................... 84
          Preferred Stock................................................................................ 84
          Warrants and Options........................................................................... 86
          Convertible Debt Securities.................................................................... 88
          Transfer Agent, Registrar and Warrant Agent.................................................... 88
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                                                                      <C>
COMPARISON OF SHAREHOLDERS' RIGHTS......................................................................  89
          Vote Required for Extraordinary Transactions..................................................  89
          Dissenters' Rights............................................................................  89
          Cumulative Voting and Classification of Board of Directors....................................  90
          Amendment to Governing Documents..............................................................  90
          Derivative Action.............................................................................  91
          Director Qualifications.......................................................................  91
          Fiduciary Duties of Directors.................................................................  91
          Indemnification of Officers and Directors.....................................................  91
          Director Liability............................................................................  92
          Special Meetings of the Shareholders..........................................................  93
          Shareholder Action by Written Consent.........................................................  93
          Removal of Directors..........................................................................  93
          No Pre-emptive Rights.........................................................................  93
          Inspection of Books and Records...............................................................  93

OTHER AVIATION GROUP SPECIAL MEETING PROPOSALS..........................................................  95
          Proposal No. 2:  Amendment of the Articles of Incorporation to Increase Authorized
               Common Stock.............................................................................  95
          Proposal No. 3:  Amendment of the Articles of Incorporation to Change the Name
               of Aviation Group........................................................................  96
          Proposal No. 4: Ratification of Warrants to Purchase 500,000 Shares of Aviation
               Group Common Stock.......................................................................  97
          Proposal No. 5: Ratification of Certain Securities Issued or to be Issued in
               Connection With Aviation Group's Acquisition of Global Leisure Travel, Inc...............  98
          Proposal No. 6: Adoption of Amendment to Aviation Group's 1997 Stock Option Plan..............  99
          Proposal No. 7: Ratification of Warrants to Purchase 150,000 Shares of Aviation
               Group Common Stock....................................................................... 100

TRAVELBYUS.COM.......................................................................................... 101
          Business...................................................................................... 101
          Legal Proceedings............................................................................. 109
          Management's Discussion and Analysis of Financial Condition and Results of Operation.......... 109
          Principal Shareholders of travelbyus.com...................................................... 112
          Directors and Executive Officers.............................................................. 113
          Executive Compensation........................................................................ 114
          Description of Share Capital.................................................................. 117
          Prior Sales................................................................................... 117
          Interest of Management and Others in Material Transactions.................................... 118
          Auditors, Registrar and Transfer Agent........................................................ 119

AVIATION GROUP.......................................................................................... 120
          Business...................................................................................... 120
          Properties.................................................................................... 125
          Legal Proceedings............................................................................. 126
          Selected Financial Data....................................................................... 126
          Management's Discussion and Analysis of Financial Condition and Results of Operations......... 126
          Principal Shareholders of Aviation Group...................................................... 132
          Directors and Executive Officers.............................................................. 133
          Prior Sales................................................................................... 138
          Certain Relationships and Related Transactions................................................ 139

EXCHANGE OFFER TO SERIES B PREFERRED SHAREHOLDERS....................................................... 140

SELLING SHAREHOLDERS.................................................................................... 141
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                                                                                                      <C>
PLAN OF DISTRIBUTION.................................................................................... 142

LEGAL MATTERS........................................................................................... 144

EXPERTS................................................................................................. 144

OTHER MATTERS........................................................................................... 144

INDEX TO FINANCIAL STATEMENTS........................................................................... 146
</TABLE>

Appendices:
         Appendix A - Arrangement Agreement
         Appendix B - Plan of Arrangement and Share Provisions for
           travelbyus.com ltd.
         Appendix C - Interim Order of Ontario Superior Court.
         Appendix D - Form of Voting and Exchange Trust Agreement
         Appendix E - Form of Support Agreement
         Appendix F - Special Resolution for travelbyus.com Shareholders
         Appendix G - Fairness Opinion of Wellington West Capital Inc.
         Appendix H - Fairness Opinion of CIBC World Markets Corp.
         Appendix I  - Ontario Dissenters' Rights Provisions

                                       8
<PAGE>

                             QUESTIONS AND ANSWERS
              ABOUT THE AVIATION GROUP/TRAVELBYUS.COM ARRANGEMENT

Q:  What is being proposed?

A:  We intend to combine the businesses of Aviation Group, Inc. and
    travelbyus.com ltd. To accomplish this, we, the boards of directors of
    Aviation Group and travelbyus.com, are proposing an arrangement under
    Ontario law between travelbyus.com and an Ontario subsidiary of Aviation
    Group, subject to final approval of an Ontario court. Following consummation
    of these transactions, we expect to change the name of Aviation Group to
    travelbyus.com, Inc.

    When the arrangement is completed, travelbyus.com will become an indirect
    subsidiary of Aviation Group. travelbyus.com shareholders will receive one
    exchangeable share of travelbyus.com for each common share they currently
    own. Each exchangeable share may be exchanged by the holder for one share of
    Aviation Group common stock. The exchangeable shares not previously
    exchanged will be automatically exchanged into Aviation Group common stock
    on January 1, 2003, or earlier upon certain events.

Q:  Why is the business combination being proposed?

A:  We have determined that the business combination is likely to benefit the
    shareholders of Aviation Group and travelbyus.com in several ways. The
    combined companies will create a content-rich, e-commerce-based provider of
    travel services of significant size with greater access to the capital
    markets to support future growth. By content-rich, we mean that the combined
    companies will have a wide range of travel products, services, functions and
    options available through its Web site. The combined companies will be
    larger, with a greater number of shareholders and greater equity
    capitalization than either Aviation Group or travelbyus.com alone.

    For travelbyus.com, the arrangement results in greater access to the U.S.
    capital markets, significantly expands its travel products by those offered
    by Aviation Group's subsidiary, Global Leisure Travel, Inc., and allows the
    sale of non-strategic assets of Aviation Group. For Aviation Group, the
    arrangement enables it to shift its assets and capital into an industry with
    significant growth opportunities. Since August 1999, Aviation Group has
    sought to sell its businesses to fund acquisitions with growth
    opportunities.

    Additionally, we believe that investors, especially institutional investors,
    are more likely to invest in the combined companies due to a larger market
    capitalization and the possible listing of Aviation Group common stock on
    the Nasdaq National Market. This should result in greater liquidity for
    existing investors. For the same reasons, we believe that the combined
    companies will be better able than either Aviation Group or travelbyus.com
    alone to attract new investors and, therefore, to obtain financing to pursue
    additional acquisitions and fund growth.

Q:  What will I receive in the arrangement?

A:  Each common share in travelbyus.com will be converted into one exchangeable
    share of travelbyus.com. For example, if you own 100 common shares, you will
    receive 100 exchangeable shares. Each exchangeable share will be
    exchangeable, at the holder's election, into a share of Aviation Group
    common stock. Shareholders of travelbyus.com may immediately elect to
    receive Aviation Group common stock in exchange for their exchangeable
    shares.

    Each existing share of common stock of Aviation Group will remain
    outstanding and unchanged by the arrangement.

Q:  What vote is required to approve the arrangement?

A:  To approve the arrangement, holders of at least two-thirds of the
    travelbyus.com common shares voted at the special meeting in person or by
    proxy must vote in favor of the arrangement. Holders of at least a majority
    of the shares of Aviation Group common stock represented at the special
    meeting in person or by proxy must also vote in favor of the arrangement. In
    addition, holders of at least two-thirds of the outstanding shares of
    Aviation Group common stock must approve an amendment to its articles of
    incorporation to increase its authorized number of shares of common stock.

                                       9
<PAGE>

Q:  What do I need to do now?

A:  Carefully read this joint proxy statement/prospectus. If you choose to vote
    by proxy, complete the enclosed proxy card and indicate how you want to
    vote. Sign and mail the proxy card in the enclosed prepaid return envelope
    as soon as possible. Mailing in a proxy card now will not prevent you from
    later canceling or revoking your proxy until the day of the special meeting.

Q:  Can I change my vote after I have mailed my signed proxy card?

A:  Yes.  You can change your vote at any time before your proxy is voted at the
    special meeting. You can do this by sending a written notice stating that
    you would like to revoke your proxy or by completing and submitting a new
    proxy card. You may also attend the special meeting of the company for which
    you are a shareholder and vote in person. Simply attending the meeting,
    however, will not revoke your proxy. If you have instructed a broker to vote
    your shares, you must follow the directions received from your broker to
    change your vote.

Q:  If my shares are held in "street name" by my broker, will my broker vote my
    shares for me?

A:  Your broker will vote your shares only if you instruct your broker how to
    vote. You should follow the directions provided by your broker regarding how
    to instruct your broker to vote your shares. If you do not tell your broker
    how to vote, your shares will not be voted.

Q:  Where and at what time will the meetings be held?

A:  The Aviation Group special meeting will be held on August __, 2000, at the
    offices of Aviation Group at 700 North Pearl Street, Suite 2170, Dallas,
    Texas, at 10:00 a.m., local time.

    The travelbyus.com special meeting will be held on August __, 2000,
    _____________________, Toronto, Ontario, at 11:00 a.m., local time.

Q:  Should I send in my stock certificates now?

A:  No.  After the arrangement is completed, we will send travelbyus.com
    shareholders written instructions for exchanging their certificates
    representing common shares for certificates representing exchangeable shares
    and for exchanging their exchangeable shares for certificates representing
    shares of Aviation Group common stock instead of exchangeable shares.
    Aviation Group shareholders will keep their existing stock certificates.

Q:  When do the companies expect to complete the arrangement?

A:  We are working towards completing the arrangement as quickly as possible. If
    the shareholders of each company approve the arrangement, we will promptly
    close the arrangement after obtaining the necessary approval of the Ontario
    court.

Q:  Will I have dissenters' rights in the arrangement?

A:  Under applicable law, dissenters' rights are not available to the holders of
    Aviation Group common stock. Dissenters' rights are available to the holders
    of travelbyus.com common shares, as described in the section entitled
    "Proposal No. 1 The Arrangement-Dissenters' Rights" on page 54.

Q:  How will my shares be listed for trading?

A:  We intend to apply to list the exchangeable shares on The Toronto Stock
    Exchange and the Aviation Group common stock on the Nasdaq National Market
    and the Frankfurt Stock Exchange. The Aviation Group common stock is
    currently listed on the Nasdaq SmallCap Market and the Boston Stock
    Exchange.

Q:  Whom should I call with questions?

A:  Aviation Group shareholders should contact Lee Sanders, Chairman, at (214)
    922-8100, ext. 1100, or by e-mail to "lsanders@aviationgroup.com."
    travelbyus.com shareholders should contact Peter Rooney at (905) 475-5111 or
    by e-mail to "prooney@travelbyus.com."

    If you would like additional copies of this joint proxy statement/prospectus
    or related agreements or documents, you should contact Heather Martin at
    (604) 541-2400 or by e-mail to "hmartin@travelbyus.com."

                                       10
<PAGE>

                                    SUMMARY

     This summary and the preceding questions and answers highlight selected
information from this joint proxy statement/prospectus.  They do not contain all
of the information that is important to you.  We encourage you to carefully read
this entire joint proxy statement/prospectus and the documents to which we
refer you.  The following summary is qualified in its entirety by reference to
the detailed information appearing elsewhere in this joint proxy
statement/prospectus.  References in this joint proxy statement/prospectus to
"$" refer to U.S. dollars, unless otherwise indicated.

The Companies

     travelbyus.com ltd.                      Aviation Group, Inc.
     204-3237 King George Highway             700 North Pearl Street, Suite 2170
     South Surrey, British Columbia V4P 1B7   Dallas, Texas  75201
     (604) 541-2400                           (214) 922-8100

     travelbyus.com is an Internet-based travel company.  travelbyus.com's Web
site, www.travelbyus.com, provides consumers with on-line travel options 24
      ------------------
hours per day.  Through the travelbyus.com Web site, consumers have the ability
to browse travel options world-wide and book travel reservations.  In addition
to offering consumers travel options through the Internet, travelbyus.com also
offers the consumer travel options through 1-800 call centers and traditional
travel agencies.

     Since April 1999, travelbyus.com has focused on completing strategic
acquisitions to build the components of travelbyus.com's business model, which
include product offerings, distribution, marketing and technology.
travelbyus.com provides a broad range of travel products, targeted primarily at
the leisure customer, including airline tickets, cruise packages and ground
packages.  travelbyus.com distributes such products to the consumer through the
Internet, 1-800 call centers and traditional travel agencies and utilizes each
distribution channel and traditional advertising sources for marketing purposes.
travelbyus.com continuously seeks technology that allows it to distribute its
products to the consumer effectively and offer consumers additional travel
related options.  The travelbyus.com Web site is in the early stages of
development and is expected to be commercially functional by August 2000.

     Aviation Group provides services and products to airline companies and
other aviation firms primarily in the United States.  Aviation Group's business
consists of painting and paint stripping services for commercial and freight
aircraft and the manufacture, sale and repair of aircraft batteries and aircraft
and truck weighing scales.

     In March 2000, Aviation Group acquired a controlling stock interest in
Global Leisure Travel, Inc.  Global Leisure is primarily engaged in the
wholesale and retail sale of travel packages for both domestic and Pacific
Island and Australian destinations.  Travel packages created by Global Leisure
include airline tickets, hotel accommodations, automobile rentals and other land
components.  Global Leisure contracts with vendors and primarily markets the
packages directly to retail travel agents.  Aviation Group acquired 100%
ownership of Global Leisure in May 2000.

     Following closing of the arrangement, the combined companies will focus on
developing and expanding the travelbyus.com travel business.  Aviation Group's
existing businesses, other than Global Leisure, are expected to be sold, with
the proceeds to be directed toward the further implementation and expansion of
the travel business.

Proposal to Approve the Arrangement

     This joint proxy statement/prospectus describes the proposed business
combination of travelbyus.com and Aviation Group through an arrangement under
Ontario law between travelbyus.com and Aviation Group's Ontario subsidiary
pursuant to an arrangement agreement.  The arrangement is subject to approval of
the shareholders of both companies and final approval by an Ontario court. When
the arrangement is completed, travelbyus.com will become an indirect subsidiary
of Aviation Group.  travelbyus.com shareholders will receive one exchangeable
share of travelbyus.com for each common share they currently own.
travelbyus.com shareholders may elect to exchange each exchangeable share they
own or are entitled to receive for one share of Aviation Group common

                                       11
<PAGE>

stock. The arrangement agreement is the primary legal document that governs the
arrangement. The arrangement agreement is attached as Appendix A to this joint
proxy statement/prospectus. We encourage you to read it in its entirety.

     Through this joint proxy statement/prospectus, the boards of directors of
Aviation Group and travelbyus.com are asking the shareholders of Aviation Group
and travelbyus.com, respectively, to approve the arrangement pursuant to the
arrangement agreement.  The approval by travelbyus.com shareholders of the
arrangement will constitute approval of the special resolution attached as
Appendix F to this joint proxy statement/prospectus.

Board Recommendations of Arrangement

     The board of directors of each company believes that the arrangement is
fair to its shareholders and in their best interests and recommends that its
shareholders vote "FOR" the approval of the arrangement pursuant to the
arrangement agreement.

Votes Required for Approval

     The affirmative votes of at least two-thirds of the travelbyus.com common
shares voted at the special meeting in person or by proxy are required to
approve the proposed arrangement pursuant to the terms of the arrangement
agreement.

     The affirmative votes of at least a majority of the shares of Aviation
Group common stock represented at the special meeting in person or by proxy are
required to approve the proposed arrangement pursuant to the terms of the
arrangement agreement.

Opinions of Financial Advisors (see pages 42 and 45)

     The board of directors of travelbyus.com has received a written opinion
dated May 11, 2000, from Wellington West Capital Inc. The opinion states that
the exchange ratio for the arrangement was fair to the shareholders of
travelbyus.com from a financial point of view.

     The board of directors of Aviation Group has received a written opinion
dated May 3, 2000, from CIBC World Markets Corp.  The opinion states that, as of
May 3, 2000, the consideration to be received by the shareholders of
travelbyus.com pursuant to the arrangement agreement was fair to the
shareholders of Aviation Group from a financial point of view.

     These opinions are attached as Appendices G and H, respectively, to this
joint proxy statement/prospectus. We encourage you to read them.

No Change in Aviation Group Shares

     After the arrangement, each certificate representing shares of Aviation
Group common stock will, without any action on the part of Aviation Group
shareholders, continue to represent the same Aviation Group common stock.
Aviation Group shareholders do not need to exchange their stock certificates
after the arrangement.

Exchangeable Shares Received by travelbyus.com Shareholders in the Arrangement

     travelbyus.com shareholders will receive one exchangeable share of
travelbyus.com in exchange for each travelbyus.com common share held.  The
exchangeable shares will be securities of travelbyus.com.  They will entitle
their holders to dividends, distributions, and other rights that are, as nearly
as practicable, economically equivalent to those of Aviation Group common stock.
Through a voting trust, they will also entitle their holders to vote at meetings
of Aviation Group shareholders.

     Each exchangeable share will be exchangeable at the option of the holder
for one share of Aviation Group common stock.  We anticipate that most holders
of exchangeable shares will elect to exchange their shares into

                                       12
<PAGE>

Aviation Group common stock if they choose to sell their shares at a later date.
Any remaining exchangeable shares not previously exchanged will be automatically
exchanged into Aviation Group common stock on January 1, 2003, or earlier upon
the occurrence of certain events, including the winding up or dissolution of
Aviation Group or travelbyus.com.

Listings After the Arrangement

     Aviation Group intends to apply for listing of the Aviation Group common
stock on the Nasdaq National Market and the Frankfurt Stock Exchange.  The
Aviation Group common stock is currently listed on the Nasdaq SmallCap Market
and the Boston Stock Exchange under the symbol "AVGP".

     travelbyus.com intends to apply for listing of the exchangeable shares on
The Toronto Stock Exchange under the symbol "TBU".  Under the terms of the
exchangeable shares, travelbyus.com will not be required to retain The Toronto
Stock Exchange listing beyond December 31, 2001.

Eligibility for Investment of Exchangeable Shares

     If the exchangeable shares are listed on The Toronto Stock Exchange, under
Ontario, Canada law they should not be foreign property for trusts governed by a
registered retirement savings plan, a registered retirement income fund or a
deferred profit sharing plan or for certain other persons to whom Part XI of the
Income Tax Act (Canada) is applicable.  The exchangeable shares will be
qualified investments for trusts governed by a registered retirement savings
plan, a registered retirement income fund or a deferred profit sharing plan.

Board of Directors and Management of Aviation Group After the Arrangement

     In connection with the closing of the arrangement, all of the current
directors of travelbyus.com and Lee Sanders, currently Chairman and a director
of Aviation Group, will be appointed as the directors of Aviation Group. The
officers of travelbyus.com will become the officers of Aviation Group at the
time the arrangement becomes effective.  See "travelbyus.com-Directors and
Executive Officers" on page 112.

Ownership of Aviation Group and travelbyus.com After the Arrangement

     If the arrangement is completed, Aviation Group will offer to issue
approximately 75.1 million shares of Aviation Group common stock in exchange for
all of the exchangeable shares.  These shares will represent approximately 95%
of the outstanding common stock of Aviation Group after consummation of the
arrangement, assuming all exchangeable shares are exchanged.  Current
shareholders of Aviation Group will represent approximately 5% of the
outstanding shares of Aviation Group, assuming all exchangeable shares are
exchanged. Under the arrangement, an Ontario subsidiary of Aviation Group will
be issued one travelbyus.com common share, which will be the only outstanding
common share after the arrangement.

Share Ownership of Management; Voting Intention

     On the record date, Aviation Group directors and executive officers owned
___________ outstanding shares of Aviation Group common stock representing
approximately ____% of the outstanding shares.  These directors and executive
officers have indicated that they intend to vote "FOR" all of the proposals.

     On the record date, travelbyus.com directors and executive officers owned
___________ outstanding travelbyus.com common shares representing approximately
____% of the outstanding shares.  These directors and executive officers have
indicated that they intend to vote "FOR" the arrangement proposal.

Conflicts of Interest (see page 52)

     The determinations of the boards of Aviation Group and travelbyus.com to
participate in the arrangement may have been affected by conflicts of interest.
In particular:

                                       13
<PAGE>

     -    If approved by the shareholders of Aviation Group, three directors of
          Aviation Group will be able to exercise warrants to purchase an
          aggregate of 150,000 shares of Aviation Group common stock at the pre-
          transaction trading price of $1.50 per share at any time after
          completion of the arrangement until February 2005.

     -    Two executive officers, directors and shareholders of travelbyus.com,
          William Kerby and John Fenyes, had been recently appointed and were
          serving as travelbyus.com's representatives on Aviation Group's board
          of directors at the time of the final approvals by the boards of
          directors of Aviation Group and travelbyus.com of the arrangement in
          early May 2000. These two directors had potential conflicts of
          interest as a result of their fiduciary duties to both travelbyus.com
          and Aviation Group.

     The directors of Aviation Group and travelbyus.com were aware of these
interests and considered them before their final unanimous approvals of the
arrangement.

Dissenters' Rights (see page 54)

     Under applicable law, Aviation Group shareholders do not have rights to
dissent or to an appraisal of the value of their shares in connection with the
arrangement.

     Holders of travelbyus.com common shares have the right to dissent as to the
arrangement and to be paid in cash the fair value of their travelbyus.com common
shares.  Any holder of record of travelbyus.com common shares who objects to the
arrangement has the right to obtain a cash payment for the fair value of his or
her travelbyus.com common shares if the holder follows specific procedures
required by Section 185 of the Ontario Business Corporations Act.  Initially, a
dissenting holder must deliver to travelbyus.com a demand for payment of the
fair value of the holder's travelbyus.com common shares prior to 5:00 p.m.,
Toronto time, on the business day preceding the meeting.  A copy of Section 185
is attached as Appendix I to this joint proxy statement/prospectus.

Federal Income Tax Considerations for travelbyus.com Shareholders (see page 66)

     Canada - In general, a Canadian resident who holds travelbyus.com common
shares as capital property and deals at arm's length with travelbyus.com will be
deemed to have disposed of such shares for proceeds of disposition equal to the
adjusted cost base thereof immediately before the arrangement, to have acquired
the rights under the support agreement and the voting and exchange trust
agreement at a cost equal to the fair market value thereof, and to have acquired
the exchangeable shares at a cost equal to the adjusted cost base of the
holders' travelbyus.com common shares less the fair market value of these
rights.  See "Federal Income Tax Considerations Relating to the Arrangement."

     United States - travelbyus.com intends to treat the arrangement as a
"reorganization" within the meaning of the Internal Revenue Code.  Accordingly,
in general, a United States holder of travelbyus.com common shares as a capital
asset should not recognize a gain or loss on the exchange of travelbyus.com
common shares solely for exchangeable shares pursuant to the arrangement.  See
"Federal Income Tax Considerations Relating to the Arrangement."  A subsequent
exchange of exchangeable shares for Aviation Group common stock generally would
result in the recognition of gain or loss.

     Tax matters are very complicated, and the tax consequences of the
arrangement to you will depend on the facts of your own situation.  You should
consult your tax advisor for a full understanding of the tax consequences to you
of the arrangement.

Conditions of the Arrangement

     Completion of the arrangement is dependent upon the fulfillment of a number
of conditions, including the following material conditions:

     -    the final approval of the arrangement by the Ontario court;

                                       14
<PAGE>

     -    the approval of the arrangement by the holders of at least a majority
          of the shares of Aviation Group common stock represented at the
          Aviation Group special meeting and the holders of at least two-thirds
          of the travelbyus.com common shares voted at the travelbyus.com
          special meeting in person or by proxy;

     -    the execution by Aviation Group and travelbyus.com of the voting and
          exchange trust agreement and the support agreement;

     -    the shares of Aviation Group common stock offered in exchange for
          exchangeable shares having been approved for listing on the American
          Stock Exchange or Nasdaq's SmallCap or National Market;

     -    the exchangeable shares having been approved for listing on The
          Toronto Stock Exchange;

     -    all necessary consents from third parties having been obtained;

     -    each party having performed its obligations under the arrangement
          agreement in all material respects;

     -    no restraining order, injunction, order or decree of any court having
          been issued;

     -    the delivery of opinions of legal counsel;

     -    travelbyus.com shareholders holding an aggregate of more than 5% of
          the outstanding common shares must not have exercised their dissent
          rights;

     -    the filing by the parties of all documents and instruments required to
          be filed with governmental entities;

     -    the approval by holders of at least two-thirds of the outstanding
          shares of Aviation Group common stock of an amendment to Aviation
          Group's articles of incorporation to increase its authorized number of
          shares of common stock; and

     -    no action having been taken by any state or federal government or
          agency which would prevent the arrangement or impose material
          conditions on the arrangement.

     The arrangement agreement permits each of the parties to waive any of these
conditions that are for its benefit.  If a party elects to waive any of these
conditions, this joint proxy statement/prospectus will be amended or
supplemented, as appropriate, and will be recirculated to the affected
shareholders if the waiver occurs  prior to approval of the arrangement by the
shareholders.  If any of these material conditions to the arrangement are waived
after the parties receive shareholder approval, the shareholders of a party
adversely affected by the waiver will be asked to reapprove the arrangement.

Termination of the Arrangement Agreement and Payment of Fees

     The arrangement agreement may be terminated at any time prior to the
effective date in the following circumstances:

     -    by mutual agreement;

     -    by travelbyus.com or Aviation Group, if the transaction has not been
          consummated on or prior to September 30, 2000, or in certain limited
          circumstances, December 31, 2000, so long as the terminating party has
          not failed to fulfill any material obligation under the arrangement
          agreement;

                                       15
<PAGE>

     -    by travelbyus.com, if Aviation Group materially breaches any
          representation, warranty, covenant or agreement set forth in the
          arrangement agreement;

     -    by Aviation Group, if travelbyus.com materially breaches any
          representation, warranty, covenant or agreement set forth in the
          arrangement agreement;

     -    by travelbyus.com or Aviation Group, if the required approvals of the
          shareholders of both companies are not approved;

     -    by travelbyus.com, if the board of directors of travelbyus.com
          determines that another proposed acquisition constitutes a superior
          proposal and travelbyus.com pays a termination fee of $1.0 million;
          and

     -    by Aviation Group, if the board of directors of Aviation Group
          determines that another proposed acquisition constitutes a superior
          proposal and Aviation Group pays a termination fee of $1.0 million.

Accounting Treatment

     The combined companies will account for the transaction under the purchase
method of accounting as if travelbyus.com had acquired Aviation Group and had
been recapitalized under the capital structure of Aviation Group.  Accordingly,
the combined companies will record the assets and liabilities of Aviation Group
as being acquired by travelbyus.com in the arrangement.

Comparison of Shareholder Rights (see pages 89 through 93)

     The rights of travelbyus.com shareholders are currently governed by Ontario
corporate law and by travelbyus.com's articles and bylaws.  The rights of
Aviation Group shareholders are currently governed by Texas corporate law and
Aviation Group's articles and bylaws.  If the arrangement is completed, the
rights of travelbyus.com shareholders will change and their rights as Aviation
Group shareholders will be governed by Texas corporate law and Aviation Group's
articles and bylaws.  Important differences in shareholder rights include the
following:

     -   the Ontario Business Corporations Act requires a board of directors of
         a company that has made a public distribution of its securities to be
         composed of at least three directors and that a majority of the
         directors of every corporation other than a non-resident corporation
         be Canadian residents. The Texas Business Corporation Act does not
         contain any residency requirements for directors.

     -   the Ontario Business Corporations Act does not permit a limitation on a
         director's liability, while the Texas Business Corporation Act and the
         Aviation Group articles of incorporation limit the monetary liability
         of a director except in certain circumstances.

     -   under the Ontario Business Corporations Act, a special meeting of the
         shareholders may be called by requisition to the board of directors by
         the holders of not less than five percent of the issued shares
         entitled to vote at the meeting.  Under the bylaws of Aviation Group,
         a special meeting of the shareholders may be called by the holders of
         at least 10% of the outstanding shares entitled to vote at the
         meeting.

     -   the Aviation Group bylaws provide for a board of directors staggered in
         three classes, with each class serving a term of three years.  The
         travelbyus.com articles of incorporation and bylaws do not provide for
         a staggered board of directors.

     These different provisions may be less favorable to travelbyus.com
shareholders than the corresponding provisions of Ontario corporate law and
travelbyus.com's articles and bylaws.  Some of these differences may have the
effect of delaying, deferring or preventing a change in control in Aviation
Group or other transactions that

                                       16
<PAGE>

might involve a premium price for Aviation Group shares or otherwise be in the
best interests of Aviation Group shareholders.

Regulatory Approval

     The arrangement requires approval of the Ontario Superior Court of Justice
under the Ontario Business Corporations Act.  A hearing to obtain a final order
is set for _________, 2000, at 10:00 a.m., Toronto time.  At this hearing, any
shareholder or other interested party who wishes to appear and be heard may do
so but must serve a form of appearance on travelbyus.com before 4:00 p.m.,
Toronto time, on ________, 2000.

Other Aviation Group Proposals

     Shareholders of Aviation Group are also being asked to approve six other
proposals as summarized below:

     Proposed Amendments to the Articles of Incorporation of Aviation Group

     Proposal no. 2 is to increase the number of shares of Aviation Group common
stock authorized under its articles of incorporation from 10,000,000 to
250,000,000 shares.  The purpose of the proposed increase is to ensure that
additional shares will be available if and when needed for issuance from time to
time after the arrangement.

     Proposal no. 3 is to change the name of Aviation Group to "travelbyus.com,
Inc." effective upon consummation of the arrangement.  The purpose of the name
change is to reflect the change in the primary business of Aviation Group after
the arrangement.

     Proposal no. 6 is to increase the number of shares of Aviation Group common
stock available for issuance under its 1997 stock option plan to 7.0 million
from 150,000.

     Ratification of Issuance of Securities of Aviation Group

     As required by Nasdaq rules, Aviation Group is also seeking shareholder
approval for the issuance of certain warrants and convertible preferred stock in
proposal nos. 4, 5 and 7.

     In connection with the acquisition of Global Leisure and the related
financing, the board of directors of Aviation Group approved, subject to
shareholder approval, the issuance of :

     -   Series A warrants to purchase 750,000 shares of its common stock
         exercisable at $5 per share;

     -   Series B warrants to purchase 3,500,000 shares of its common stock
         exercisable at $3 per share;

     -   Series C warrants to purchase 1,239,750 shares of its common stock
         exercisable at $3 per share; and

     -   1,650 shares of Series A convertible preferred stock that are
         convertible into 2,750,000 shares of Aviation Group common stock,
         assuming a $6 conversion price.

In addition, Aviation Group is offering to exchange 2,153 shares of Series C
convertible preferred stock for outstanding shares of Series B preferred stock.
These shares of Series C convertible preferred stock, if issued, will be
convertible into approximately 3,588,000 shares of Aviation Group common stock,
assuming a $6 conversion price.  In February 2000, the board of directors of
Aviation Group also approved the grants of warrants to purchase an aggregate of
150,000 shares of Aviation Group common stock to three directors of Aviation
Group and to purchase an aggregate of 500,000 shares of Aviation Group common
stock to two executive officers of Aviation Group.  The exercise price for these
warrants is $1.50 per share.  Both grants were subject to shareholder approval
of the grants.  The grant to the three directors was also subject to completion
of the arrangement.

                                       17
<PAGE>

     Board of Directors Recommendation

     The Aviation Group board of directors recommends that you vote "FOR" all of
the other proposals described above and elsewhere in this joint proxy
statement/prospectus.

Exchange Offer for Preferred Stock (see page 137)

          Aviation Group is also offering to issue to holders of its Series B
preferred stock one share of its Series C convertible preferred stock in
exchange for each share of Series B preferred stock.  The exchange of shares is
conditional on completion of the arrangement.  Holders of Series B preferred
stock will receive a supplement to this joint proxy statement/prospectus that
describes the exchange offer and related risks and compares the terms of the
Series B preferred stock to the Series C convertible preferred stock.

                                       18
<PAGE>

                                  RISK FACTORS

     The following risk factors should be considered by holders of
travelbyus.com common shares and by holders of Aviation Group common stock in
evaluating whether to approve the arrangement.  These factors should be
considered in conjunction with the other information included elsewhere in this
joint proxy statement/prospectus.


                   Non-Tax Risks Relating to the Arrangement

Expected benefits from the arrangement between Aviation Group and travelbyus.com
may not be realized.

     A failure to realize the benefits anticipated from the arrangement could
adversely affect the market value of the combined companies. See "Proposal No. 1
The Arrangement-Reasons for the Arrangement" on page 39 for a discussion of the
anticipated benefits.

The ownership interest of current shareholders of Aviation Group will be
substantially reduced, and a change of control of Aviation Group will occur.

     The current shareholders of Aviation Group will lose the ability to control
the outcome of shareholder votes.  Former travelbyus.com shareholders will
initially have the power to vote approximately 95% of the outstanding votes at
meetings of shareholders following completion of the arrangement.

Certain directors of Aviation Group and travelbyus.com had potential conflicts
of interest in approving and recommending the arrangement.

     Three directors of Aviation Group have been granted certain warrants to
purchase Aviation Group common stock.  Their right to exercise these warrants is
conditioned upon completion of the arrangement, as well as approval of Aviation
Group's shareholders.  These directors had potential conflicts of interest as a
result of these warrants.

     Two executive officers, directors and shareholders of travelbyus.com,
William Kerby and John Fenyes, had been recently appointed and were serving as
travelbyus.com's representatives on Aviation Group's board of directors at the
time of the final approval by the boards of directors of travelbyus.com and
Aviation Group of the arrangement in early May 2000.  These two directors had
potential conflicts of interest as a result of their fiduciary duties to both
travelbyus.com and Aviation Group.  See "Proposal No. 1 The Arrangement-
Conflicts of Interest of Certain Persons in the Arrangement."

                     Tax Risks Relating to the Arrangement

travelbyus.com shareholders may have to pay taxes upon exchange of exchangeable
shares for Aviation Group common stock.

     When shareholders exchange exchangeable shares for shares of Aviation Group
common stock, they may be required to pay tax on any gain they may have under
the laws of Canada and the U.S.  Tax consequences under the laws of Canada and
the U.S. vary depending on:

     -    where the shareholder is a resident for tax purposes;

     -    whether the shareholder exchanges exchangeable shares by way of
          redemption or exchange;

     -    how long the shareholder has held the exchangeable shares; and

     -    the amount of outstanding exchangeable shares held by Aviation Group's
          Canadian subsidiary immediately after the exchange.

                                       19
<PAGE>

We strongly urge shareholders to consult with their tax advisor with respect to
the tax consequences of the exchange of exchangeable shares for shares of
Aviation Group common stock. See "Federal Income Tax Considerations Relating to
the Arrangement."

Canadian taxes will be imposed on Canadians who acquire Aviation Group common
stock.

     If a shareholder's exchangeable shares are redeemed or retracted, and

     -    the shareholder is a Canadian resident holding exchangeable shares as
          capital property;

     -    the shareholder deals at arm's-length with Aviation Group; and

     -    the shareholder is not otherwise affiliated with Aviation Group;

then the shareholder will generally be treated as if he or she received a
dividend equal to the amount paid to the shareholder on the redemption  or
retraction, less the paid-up capital of his or her exchangeable shares.  If the
net proceeds of disposition, less any deemed  dividend, exceed the adjusted cost
base for the exchangeable shares exchanged, the shareholder will also generally
be treated as  if he or she realized a capital gain to the extent of that
excess.  If the net proceeds of disposition, less any deemed  dividend, are less
than the adjusted cost base for the exchangeable shares that are exchanged, the
shareholder will generally be  treated as if he or she realized a capital loss
to the extent of  that shortfall.

     If shareholders otherwise exchange their exchangeable shares for  shares of
Aviation Group common stock, they will generally be considered  to have realized
a capital gain equal to the amount, if any, by which the net proceeds of
disposition exceed the adjusted cost base for the exchangeable shares exchanged.
If the net proceeds of disposition are less than the adjusted  cost base for the
exchangeable shares exchanged, the shareholder will generally be treated as if
he or she realized a capital loss to the extent of that shortfall.

U.S. taxes will be imposed on U.S. persons who acquire Aviation Group's common
stock.

     In most circumstances, "U.S. persons" for U.S. federal income tax purposes
will generally recognize a gain or loss when they exchange exchangeable shares
for shares of Aviation Group's common stock.  This gain or loss will be equal to
the difference between the fair market value of the shares of common stock
received in the exchange and the basis in the exchangeable shares exchanged.
The gain or loss will generally be a capital gain or loss, except that ordinary
income may be recognized with respect to any declared but unpaid dividends on
the exchangeable shares.  A capital gain or loss will be a long-term capital
gain or loss under current law if a shareholder's holding period for
exchangeable shares is more than one year at the time of the exchange.

Aviation Group common stock is "foreign property" under the Income Tax Act
(Canada) for RRSPs, RRIFs, DPSPs, registered pension plans, registered
investments and certain other tax exempt entities, and may subject them to
additional taxes, fees and expenses.

     Aviation Group common stock will always be "foreign property" under the
Income Tax Act (Canada) for trusts governed by a registered retirement savings
plan, a registered retirement income fund or a deferred profit sharing plan, and
for registered pension plans, registered investments and certain other tax
exempt entities.  This treatment may be different from the treatment of the
exchangeable shares, which should not be "foreign property" under the Income Tax
Act (Canada) as long as  they are listed on a prescribed stock exchange in
Canada and travelbyus.com maintains a substantial Canadian presence within the
meaning of the Income Tax Act (Canada). Accordingly, if you are such a holder,
you should consult your own tax advisors before you exchange exchangeable shares
for shares of Aviation Group common stock.  Investing in Aviation Group common
stock may not be an acceptable investment for such entities or may subject such
entities to additional taxes, fees or expenses.

                     Risks Relating to the Travel Business

Adverse changes or interruptions in relationships with travel suppliers,
distribution partners and other third party service providers could reduce
revenue.

                                       20
<PAGE>

     If travelbyus.com or Global Leisure is unable to maintain or expand its
relationships with travel suppliers, including airline, hotel, tour and car
rental suppliers, its ability to offer and expand travel service offerings or
lower-priced travel inventory could be reduced.  Travel suppliers may not make
their services and products available to travelbyus.com or Global Leisure on
satisfactory terms, or at all.  They may choose to provide their products and
services only to competitors of travelbyus.com or Global Leisure.  In addition,
these travel suppliers may not continue to sell services and products through
global distribution systems on terms satisfactory to travelbyus.com or Global
Leisure.  Any discontinuance or deterioration in the services provided by third
parties, such as global distribution systems providers, could prevent customers
from accessing or purchasing particular travel services through travelbyus.com
or Global Leisure.

     The contracts of travelbyus.com or Global Leisure with travel suppliers are
generally renewed on an annual basis and, in some cases, can be canceled at will
by the supplier.  If these suppliers cancel or do not renew the contracts,
travelbyus.com or Global Leisure would not have the range or volume of services
it requires to meet demand and its revenue would decline.

A decline in commission rates or the elimination of commissions by travel
suppliers would reduce revenues.

     We expect that a substantial portion of travelbyus.com's revenue will come
from the commissions paid by travel suppliers, such as hotel chains and
airlines, for bookings made through its online travel service.  Consistent with
industry practices, these travel suppliers are not obligated to pay any
specified commission rates for bookings made through it or to pay commissions at
all.  Over the last several years, travel suppliers have reduced commission
rates substantially.

Failure to maintain relationships with traditional travel agents could adversely
affect travelbyus.com's business.

     Both travelbyus.com and Global Leisure have historically received, and
expect to continue in the foreseeable future to receive, a significant portion
of their revenue through relationships with traditional travel agents.
Maintenance of good relations with these travel agents depends in large part on
continued offerings of travel services in demand, timely payment of commissions
based on sales and Web site support and availability.  If travelbyus.com does
not maintain good relations with travel agents, these agents could terminate
their sales and promotion of its products.

Declines or disruptions in the travel industry could reduce travelbyus.com's
revenue.

     Potential declines or disruptions in the travel industry include:

     -    price escalation in the airline industry or other travel-related
          industries;

     -    airline or other travel related strikes;

     -    political instability and hostilities;

     -    bad weather;

     -    fuel price escalation;

     -    increased occurrence of travel-related accidents; and

     -    economic downturns and recessions.

            Risks Relating to the E-Commerce Travel Business of travelbyus.com

travelbyus.com has a limited operating history in e-commerce and expects to
incur net losses through fiscal year 2000.

                                       21
<PAGE>

     Although the various businesses of travelbyus.com have operating experience
in traditional travel services venues, its Web site was launched on January 21,
2000, and is in the early stages of development, and full integration of
travelbyus.com's operations is not complete.  travelbyus.com has limited
operating history upon which to evaluate its results in the e-commerce travel
market. Significant costs have been expended in designing and implementing the
Web site and additional costs are anticipated to be incurred to fund increased
marketing initiatives, strategic alliances, enhancements to the travelbyus.com
Web site, and the consolidation of its operations in Reno, Nevada.
travelbyus.com has incurred operating losses to date.  Significant operating
losses are anticipated through fiscal year 2000 and may occur in subsequent
fiscal years.

Competition in the on-line travel industry is intense, and travelbyus.com may
not be able to compete successfully.

     In recent years, the number of Web sites in the travel industry competing
for customers' attention has increased rapidly.  Future competition is expected
to intensify given the relative ease with which new Web sites can be developed.
travelbyus.com believes that the primary competitive factors affecting its
business are brand recognition, Web site content, ease of use, price,
fulfillment speed, customer support and reliability.  Other factors that will
affect travelbyus.com's ability to compete include market acceptance of
travelbyus.com's products, its continued ability to attract experienced
marketing, technology, operations and management talent and the success of
travelbyus.com's marketing programs.  If travelbyus.com does not compete
successfully for customers in the intensely competitive online travel services
market, particularly in promoting and differentiating its brand name from
competitors, travelbyus.com will lose or be unable to gain customers.  Some
competitors have greater brand recognition and greater financial, technological,
marketing and other resources than travelbyus.com. travelbyus.com competes with
a variety of online travel agents, including Expedia, travelocity and trip.com.

If the Internet as a medium for commerce does not develop as expected,
travelbyus.com will fail to grow as it expects.

     Use of the Internet by consumers is at a relatively early stage of
development.  Market acceptance of the Internet as a medium for commerce is
subject to a high level of uncertainty.  travelbyus.com's ability to
significantly increase revenue will require the development and widespread
acceptance of the Internet as a medium for commerce.  The Internet may not be a
successful channel for selling travel services.  Additionally, the Internet may
not prove to be a viable commercial marketplace because of inadequate
development for commerce of the necessary infrastructure, such as reliable
network backbones, high speed modems and security procedures.  The viability of
the Internet for commerce may prove uncertain due to delays in the development
and adoption of new standards and protocols to handle increased levels of
Internet activity or due to increased government regulation or taxation.  In
addition, the nature of the Internet as an electronic marketplace may render it
inherently more competitive than conventional commerce formats.

Regulation of domain names is evolving and changing, and travelbyus.com may not
be able to maintain its domain name.

     travelbyus.com currently holds certain Web domain names, including the
www.travelbyus.com domain name.  The acquisition and maintenance of domain names
------------------
generally is regulated by governmental agencies and their designees.  The
regulation of domain names in the United States and in foreign countries is
expected to change in the near future.  Requirements for holding domain names
may be affected.  As a result, travelbyus.com may not be able to acquire or
maintain relevant domain names in all countries in which it conducts business.
In addition, travelbyus.com may be unable to prevent third parties from
acquiring domain names that are similar to or otherwise decrease the value of
its trademarks and other proprietary rights.  Any such inability would have a
material adverse effect on travelbyus.com's business.

Evolving government regulation could impose taxes or other burdens on
travelbyus.com's e-commerce business which could increase costs or decrease
demand for travelbyus.com's  products.

     Increased regulation of the Internet or different applications of existing
laws might slow the growth in the use of the Internet and commercial online
services.  For example, U.S. legislation imposing limitations on the ability of
states to tax Internet-based sales was enacted in 1998. The Internet Tax Freedom
Act exempts specific

                                       22
<PAGE>

types of sales transactions conducted over the Internet from multiple or
discriminatory state and local taxation through October 21, 2001. If this
legislation is not renewed when it terminates, state and local governments could
impose taxes on Internet-based sales. These taxes could decrease the demand for
travelbyus.com's products and services or increase travelbyus.com's costs of
operations.

Software licensed from third parties could become unavailable, obsolete or
incompatible with travelbyus.com's operations, Web site or products and
adversely affect sales.

     Software licensed from other parties is incorporated into travelbyus.com's
Web site.  travelbyus.com intends to increase the capabilities of its operations
and Web site by licensing additional software applications from other parties.
travelbyus.com depends on the abilities of these other parties to deliver and
support reliable software, as well as enhance their current, and develop new,
applications on a timely and cost-effective basis and respond to emerging
industry standards and other technological changes.  A significant interruption
of the availability of any licensed software could adversely affect sales,
unless travelbyus.com can replace this software with other software that
performs similar functions.

Rapid technological changes may render travelbyus.com's Web site technology
obsolete or decrease the attractiveness of travelbyus.com's services to
consumers.

     If travelbyus.com fails to continually improve its Web site speed,
functionality and customer service, travelbyus.com could lag behind its
competitors or travelbyus.com's Web site could become obsolete.  Competitors may
develop technology to improve the performance of their Web sites or to lower
their costs.  travelbyus.com may have to incur substantial expenses to respond
to these developments.  If travelbyus.com fails to keep up with technological
changes, it could fail to gain market share or increase revenue.

Security breaches in travelbyus.com's systems could damage its reputation and
cause it to lose customers.

     The security of customers' confidential transaction data could be
jeopardized by accidental or intentional acts of Internet users, current and
former employees or others, or by computer viruses. travelbyus.com could lose
customers and be liable for damages caused by these security breaches.  Security
breaches experienced by other electronic commerce companies could reduce
consumers' confidence in the travelbyus.com Web site.  Although travelbyus.com
plans to continue to use encryption and authentication technology, these
measures can be circumvented.  The costs required to continually upgrade
security measures could be prohibitively expensive and could result in delays or
interruption of service.

travelbyus.com's computer and telecommunications systems may suffer system
failures, capacity constraints and business interruptions which could increase
operating costs and cause losses of customers.

     The interruption, impaired performance or insufficient capacity of
travelbyus.com's computer and telecommunications systems could lead to
interruptions or delays in service, loss of data or inability to process
reservations.  travelbyus.com's systems and operations can be damaged or
interrupted by fire, flood, power loss, telecommunications failure, earthquake,
tornado, employee error and similar events.  While travelbyus.com continually
reviews and seeks to upgrade its technical infrastructure and provide for
certain system redundancies and back-up power to limit the likelihood of systems
overload or failure, any damage, failure or delay that causes interruptions in
operations could have a material adverse effect on travelbyus.com's business.

travelbyus.com's ability to increase revenue depends substantially on the
continued use and growth of the Internet.

     Although travelbyus.com also sells its travel services and products through
travel agents and 1-800 call centers, travelbyus.com's ability to significantly
increase revenues will depend on performance of its Web site.  In turn, Web site
revenue will depend in large part on whether consumers will purchase
significantly more travel services online than they do currently and whether the
use of the Internet as a medium of commerce continues to grow or grows at the
expected rate.  Rapid growth in the use of the Internet and online services is a
recent development which may not continue.

                                       23
<PAGE>

      Risks Relating to Exchangeable Shares or Aviation Group Common Stock

The exchangeable shares or Aviation Group's common stock price could fluctuate
significantly, and you may be unable to resell your shares at a profit.

     The trading prices for small capitalization companies often fluctuate
significantly.  In addition, after the arrangement, Aviation Group may be viewed
by investors as an Internet-related company engaged in electronic commerce.
Market prices and trading volume for stocks of these types of companies have
been volatile.  If revenue or earnings are less than expected for any quarter,
the market price of Aviation Group common stock could significantly decline,
even if the decline in consolidated revenue or earnings is not reflective of any
long-term problems with our business.

Aviation Group might fail to maintain a listing for its common stock.

     Aviation Group's common stock is presently listed on the Nasdaq SmallCap
Market and the Boston Stock Exchange.  Aviation Group intends to apply for
listing on the Nasdaq National Market and the Frankfurt Stock Exchange in
connection with the arrangement.  If Aviation Group fails to maintain such
listing, the market value of its common stock would likely decline.  As a
result, holders would likely find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the common stock.

Active trading markets for the exchangeable shares and the Aviation Group common
stock may not develop or continue.

     While the listings of the Aviation Group common stock and the exchangeable
shares are a condition to the closing of the arrangement, an active and liquid
trading market for Aviation Group common stock or the exchangeable shares may
not develop or be sustained in the future.  In addition, we cannot predict the
price at which the Aviation Group common stock or exchangeable shares will
trade.

Exchangeable shares will become taxable Canadian property if they cease to be
listed on a Canadian stock exchange

     Any capital gains realized by a shareholder who is not resident in Canada
on a disposition of exchangeable shares that constitute taxable Canadian
property, including on the redemption or exchange of an exchangeable share,
would be taxable under the Income Tax Act (Canada), subject to relief under an
applicable tax treaty. travelbyus.com intends to keep the exchangeable shares
listed only until December 31, 2001, but the exchangeable shares will be
automatically exchanged on January 1, 2003.  See "Federal Income Tax
Considerations Relating to the Arrangement-Shareholders Not Resident in Canada."

If delisted, the Aviation Group common stock will cease to be a "qualified
investment" under the Income Tax Act (Canada) for RRSPs, RRIFs and DPSPs.

     If the Aviation Group common stock is delisted from Nasdaq and not listed
on certain other stock exchanges, it will cease to be a "qualified investment"
under the Income Tax Act (Canada) for  trusts governed by registered retirement
savings plans, registered retirement income funds and deferred profit  sharing
plans.  In that case, these trusts and the annuitants of these trusts may be
liable to pay penalty taxes.

The other equity securities of Aviation Group may limit the price growth
potential of Aviation Group common stock.

     After completion of the arrangement, assuming all proposals are approved by
shareholders, Aviation Group will have outstanding:

     -    warrants and options to purchase an aggregate of 29,215,756 shares of
          common stock;

                                       24
<PAGE>

     -    Series A and Series C preferred stock convertible into a total of
          6,330,000 shares of common stock, assuming all shares of Series B
          preferred stock are exchanged in Aviation Group's exchange offer and a
          $6 conversion price.

In addition to limiting the trading price growth potential of Aviation Group
common stock, these securities may impair Aviation Group's ability to raise
needed capital by depressing the price at which it could sell Aviation Group
common stock.

Certain provisions in Aviation Group's charter and bylaws and Texas law make a
takeover of Aviation Group more difficult.

     Aviation Group's basic corporate documents and Texas law contain provisions
that might enable its management to resist an attempted take over of Aviation
Group.  For example, the members of the board of directors are divided into
three classes who serve staggered three-year terms.  Aviation Group's board can
also issue shares of common stock and preferred stock without stockholder
approval in order to dilute and adversely affect various rights of a potential
acquiror.  The board could use other provisions to discourage, delay or prevent
a change of control, a change of management or an acquisition of Aviation Group
that you may find beneficial.  These provisions could also make it more
difficult for shareholders to elect directors and take other corporate action
and could depress the price that investors are willing to pay for Aviation Group
common stock.

No dividends on Aviation Group common stock may ever be declared.

     Dividends will not be paid unless and until they are declared by the
Aviation Group board of directors. Holders of Aviation Group common stock will
have no authority to compel the Aviation Group board to declare dividends.


             Other Risks Relating to the Business of travelbyus.com

travelbyus.com may not be able to obtain additional capital on reasonable terms,
or at all, to fund its operations, and this inability may prevent travelbyus.com
from taking advantage of opportunities, hurt its business and negatively impact
its shareholders.

     If adequate funds are not available on reasonable terms, or at all,
travelbyus.com may be unable to take advantage of future opportunities to
develop or enhance its business, or respond to competitive pressures and remain
in business.  If capital requirements vary from those currently planned, or
losses are greater than expected, additional financing may be required sooner
than anticipated.  If additional funds are raised through the issuance of debt
or equity securities, the percentage ownership of existing shareholders may be
diluted, the securities issued may have rights and preferences senior to those
of shareholders, and the terms of the securities may impose restrictions on
operations.

travelbyus.com may not be able to protect its intellectual property, causing the
value of its services to decline.

     travelbyus.com relies on a combination of trademark, service mark,
copyright and trade secret laws to protect its intellectual property.  It also
enters into confidentiality agreements with its suppliers, strategic partners
and key employees and consultants.  Unauthorized parties may copy or infringe
upon aspects of travelbyus.com methodologies, copyrights, service marks or
trademarks.  Existing trade secret, copyright and trademark laws offer only
limited protection.  Effective trade secret, copyright and trademark protection
may not be available in every country in which travelbyus.com may offer its
services.  Policing unauthorized use of its intellectual property is difficult.
Competitors of travelbyus.com may independently develop similar methodologies
and expertise, and travelbyus.com would have no claim against them.  If
travelbyus.com resorts to legal proceedings to enforce its intellectual property
rights, the proceedings could be burdensome and expensive, and the outcome could
be uncertain.

                                       25
<PAGE>

Claims against travelbyus.com alleging intellectual property infringement could
result in litigation costs, monetary damages and the loss of valuable assets.

     Infringement claims, even if not true, could result in significant legal
and other costs and may be a distraction to management. If any of these claims
were to prevail, travelbyus.com could be forced to pay damages, comply with
injunctions or stop providing certain of its services. Any of these events could
harm the operating results of travelbyus.com.

If travelbyus.com does not manage its growth effectively, the quality of its
services may suffer.

     travelbyus.com is growing rapidly and is subject to related risks,
including capacity constraints and pressure on its internal systems and
controls.  The ability of travelbyus.com to manage its growth effectively
requires it to continue to implement and improve its operational and financial
systems and to expand, train and manage its employee base.  The inability of
travelbyus.com to manage this growth would have a material adverse effect on its
business, operations and prospects.

Because travelbyus.com depends on key personnel, their loss could harm its
business.

     travelbyus.com's key personnel are: William Kerby, Jon Snyder and John
Fenyes.  travelbyus.com may not be able to retain the services of these key
personnel as no employment contract exists with Mr. Kerby and only 17 months
remain on the employment agreements with Messrs. Snyder and Fenyes.  These
personnel would be difficult to replace.  travelbyus.com does not carry any
insurance covering the loss of any of these key personnel.

         Other Risks Relating to Both Businesses After the Arrangement

Future acquisitions or investments could negatively affect the companies'
operations and financial results or dilute the ownership percentage of
shareholders of Aviation Group after the arrangement.

     While there are no current binding agreements not described in this joint
proxy statement/prospectus, both companies expect to review acquisition and
investment prospects that would complement or expand their current services or
otherwise offer growth opportunities.  Both companies have limited experience in
acquisition activities and may have to devote substantial time and resources in
order to complete potential acquisitions.  Either company may not identify or
complete acquisitions in a timely manner, on a cost-effective basis or at all.
In the event of any future acquisitions, the companies could:

     -    issue additional stock that would further dilute current shareholders'
          percentage ownership;

     -    incur debt;

     -    assume unknown or contingent liabilities; or

     -    experience negative effects on reported operating results from
          acquisition-related charges and amortization of acquired technology,
          goodwill and other intangibles.

These transactions involve numerous risks that could harm operating results and
cause the companies' stock prices to decline, including:

     -    potential loss of key employees of acquired organizations;

     -    problems integrating the acquired business, including its information
          systems and personnel;

     -    unanticipated costs that may harm operating results;

     -    diversion of management's attention from business concerns;

     -    adverse effects on existing business relationships with customers; and

                                       26
<PAGE>

     -    risks associated with entering an industry in which we have no or
          limited prior experience.

Any of these risks could harm the businesses and operating results.

                Risks Relating to the Business of Aviation Group

Aviation Group may be unable to sell its current businesses on acceptable terms
in the near future.

     Aviation Group has had discussions with various parties regarding the sale
of its existing businesses.  To date, no agreements have been reached on
acceptable terms.  Aviation Group intends to continue to investigate the sale of
one or all of these businesses.  If Aviation Group is unable to sell these
businesses, a general economic downturn could adversely affect its financial
results.  Additionally, Aviation Group would also not have cash proceeds
available to further the business objectives of the combined companies.

Failure to comply with environmental, health and safety regulations could
negatively impact the business of Aviation Group.

     The Environmental Protection Agency and state and local regulatory
authorities regulate Aviation Group's operations primarily with respect to:

     -    the use, storage, handling, transportation and disposal of the
          substances used in aircraft stripping and painting operations; and

     -    disposal of batteries.

Operating permits for facilities are subject to revocation or modification and
may not be renewed.  Violations of these operating permits may result in
substantial fines and civil or criminal sanctions.  The operation of any
facility that handles chemical substances involves risks of adverse
environmental impact and worker exposure to toxic or harmful substances.
Material costs or liabilities may be incurred to minimize these risks or to
rectify any injury or damage.  In addition, significant expenditures may be
required to comply with environmental, health and safety laws and regulations
that may be adopted or imposed in the future.

Failure to comply with Federal Aviation Administration regulations could
negatively impact the financial condition of Aviation Group.

     The FAA regulates most of the business operations of Aviation Group.  The
painting and stripping business and the battery manufacturing and repair
business must continue to comply with the requirements of the FAA and maintain
the FAA's certifications of Aviation Group's subsidiaries.  These certifications
allow the subsidiaries to perform their services as well as other repair and
maintenance services at their facilities.  Loss of any necessary FAA
certifications would have a material adverse effect on the operations and
financial condition of Aviation Group.

                                       27
<PAGE>

                                    CURRENCY

     Unless otherwise indicated, all dollar amounts in this joint proxy
statement/prospectus are expressed in United States dollars.  For convenience,
certain portions of this joint proxy statement/prospectus contain amounts which
have been converted from Canadian dollars into United States dollars using an
exchange rate of US$1 to Cdn$1.455, based upon exchange rates at March 31, 2000,
unless it is indicated that a different exchange rate was used for a specific
conversion.  This exchange rate may not represent the actual exchange rate at
which Canadian dollars could be converted into United States dollars at any
particular time in the future.

     The following table shows the rates of exchange for a Canadian dollar per
US$1 in effect at the end of certain periods.  The high and low rates of
exchange for the periods and the average rate of exchange for the periods are
also shown.  All rates are based on the noon buying rate, certified by the
Federal Reserve Bank of New York for customs purposes in New York City for cable
transfers in Canadian dollars.
<TABLE>
<CAPTION>
                                   Year Ended December 31 (Canadian Dollars)           Three Months
                                -----------------------------------------------        ------------
                                  1999       1998      1997      1996      1995     Ended March 31, 2000
                                  ----       ----      ----      ----      ----     --------------------
<S>                            <C>        <C>       <C>       <C>       <C>         <C>
High for the period             1.5302     1.5770    1.4398    1.3822    1.4238           1.4728
Low for the period              1.4440     1.4075    1.3357    1.3310    1.3285           1.4350
Average for the period*         1.4827     1.4894    1.3893    1.3644    1.3689           1.4520
End of period                   1.4440     1.5375    1.4288    1.3697    1.3655           1.4538
</TABLE>

On May 31, 2000, the noon buying rate in Canadian dollars reported by the
Federal Reserve Bank of New York was US$1 = Cdn$1.4977.

-------------------
*    The average for the period was calculated by averaging the noon buying rate
or noon spot rate, as applicable, on the last business day of each month during
the period.

                      WHERE YOU CAN FIND MORE INFORMATION

     travelbyus.com is a reporting issuer under the Alberta Securities Act, the
British Columbia Securities Act, the Manitoba Securities Act, the Ontario
Securities Act, the Quebec Securities Act and the Saskatchewan Securities Act.
It files financial statements and management information circulars with the
Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan Securities
Commissions.  These commissions maintain a Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the commissions.  Such reports, proxy and other information
may be found on the Web site address, www.sedar.com.  Certain securities of
travelbyus.com are listed on The Toronto Stock Exchange under the symbol "TBU."
Materials filed by travelbyus.com may be inspected at the offices of The Toronto
Stock Exchange at 2 First Canadian Place, The Exchange Tower, Toronto, Ontario
M5X 1J2.

     Aviation Group files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois.  The public reference room at the SEC's office in Washington,
D.C. is located at 450 Fifth Street, N.W.  Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.  Aviation Group's SEC
filings are also available to the public from commercial document retrieval
services and at the Web site maintained by the SEC at "http://www.sec.gov."  In
addition, certain securities of Aviation Group are listed on the Nasdaq SmallCap
Market under the symbol "AVGP."  Materials filed by Aviation Group may be
inspected at the offices of Nasdaq at 9801 Washingtonian Boulevard, Fifth Floor,
Gaithersburg, Maryland 20878.

     Aviation Group has filed a registration statement on Form S-4 to register
with the SEC the shares of Aviation Group common stock to be offered to
travelbyus.com shareholders and shares of Aviation Group Series C preferred
stock to be offered in exchange for its outstanding Series B preferred stock.
This joint proxy statement/prospectus is a part of that registration statement
and constitutes a prospectus of Aviation Group in addition to being a proxy
statement of Aviation Group and travelbyus.com for the special meetings.  As
allowed by

                                       28
<PAGE>

SEC rules, this joint proxy statement/prospectus does not contain all
the information contained in the registration statement or in the exhibits to
the registration statement.

     Statements contained in this joint proxy statement/prospectus as to the
provisions of the agreements or documents attached as appendices are qualified
in all respects by reference to the appropriate appendix to this joint proxy
statement/prospectus.

                           FORWARD-LOOKING STATEMENTS

     This joint proxy statement/prospectus contains forward-looking statements
based on our current expectations, assumptions, estimates and projections about
us and our industry.  These forward-looking statements involve risks and
uncertainties.  These statements include, in particular, statements about our
plans, strategies and prospects under the headings "Questions and Answers About
the Aviation Group/travelbyus.com Arrangement," "Summary," "Proposal No. 1 The
Arrangement," "Unaudited Pro Forma Combined Financial Information,"
"travelbyus.com" and "Aviation Group."  You can identify certain forward-looking
statements by our use of forward-looking terminology such as the words "may,"
"will," "believes," "expects," "anticipates," "intends," "plans," "estimates" or
similar expressions.  Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including but not limited to the factors described in the "Risk Factors" section
and elsewhere in this joint proxy statement/prospectus.  We are not obligated to
update or revise these forward-looking statements to reflect new events or
circumstances.

        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     The following table summarizes the ratio of Aviation Group's earnings to
fixed charges and preferred stock dividends at the dates set forth below:

<TABLE>
<CAPTION>
                                                                    Nine Months
                                    Year Ended June 30,           Ended March 31,
                           -------------------------------------  ---------------
                              1996     1997     1998     1999          2000
                           ---------- ------- -------- ---------  ---------------
<S>                           <C>      <C>      <C>      <C>      <C>
Ratio of earnings to fixed
  charges and preferred        **       **       **       **            **
  stock dividends
</TABLE>
___________________________________
**   Earnings were inadequate to cover fixed charges and preferred stock
     dividends by $37,000, $850,000, $1,838,000, $2,766,000 and $1,523,000 for
     the fiscal years ended June 30, 1996, 1997, 1998 and 1999 and the nine
     months ended March 31, 2000, respectively.



                                       29
<PAGE>

                             SELECTED CONSOLIDATED
                        FINANCIAL DATA OF TRAVELBYUS.COM

     The selected consolidated financial data below is derived from the
consolidated balance sheets of travelbyus.com (formerly LatinGold Inc.) as of
December 31, 1995, 1996, 1997, 1998, September 30, 1999 and March 31, 2000
(unaudited), and consolidated statements of operations and deficit for the years
ended December 31, 1995, 1996, 1997 and 1998, period from January 1, 1999 to
September 30, 1999 and the six-month periods ended March 31, 1999 and 2000
(unaudited).  The selected consolidated financial data as of March 31, 1999 and
2000, and for the six month periods ended March 31, 1999 and 2000, is derived
from travelbyus.com's unaudited financial statements prepared using U.S.
generally accepted accounting principles on a basis consistent with the audited
consolidated financial statements and the accompanying notes of travelbyus.com.
All amounts, other than share numbers, are in Canadian dollars.  The following
data is qualified in its entirety by, and should be read in conjunction with
"travelbyus.com--Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the consolidated financial statements and the
accompanying notes of travelbyus.com contained elsewhere in this joint proxy
statement/prospectus.
<TABLE>
<CAPTION>

                                                                                                                 Six         Six
                                                                                             Period From       Months      Months
                                                   Year Ended December 31,                  January 1 to        Ended       Ended
                                      ---------------------------------------------------   September 30,     Mar. 31,     Mar. 31,
                                         1995         1996          1997          1998          1999            1999        2000
                                      ----------   -----------   -----------   ----------   -------------   -----------  ----------
                                                                                                                   (Unaudited)
<S>                                  <C>           <C>         <C>           <C>           <C>           <C>           <C>
Revenue (4)                          $   166,243   $   74,579  $         --    $       --    $       --    $       --  $  7,461,341
Net Income (Loss) Before                  78,028     (130,473)     (436,766)     (238,354)   (1,697,820)      (71,686)  (11,424,052)
     Discontinued Operations and
     Extraodinary Item (2) (3)
Income (Loss) before Extraordinary
     Item (5)                             78,028     (130,473)  (10,780,020)   (1,282,999)   (1,772,219)     (251,430)  (11,424,052)
Net Income (Loss)                         78,028     (130,473)  (10,780,020)   (1,282,999)   (1,772,215)     (251,430)  (12,492,120)
Weighted Average Number of
     Common Shares Outstanding        15,517,132    4,276,913    15,588,904    19,400,822    31,781,090    20,989,178    62,227,650
Basic and Fully Diluted Loss
     per Common Share From
     Continuing Operations           $      0.01   $     0.01  $      (0.08) $      (0.03) $      (0.05) $      (0.01) $      (0.20)
Basic and Fully Diluted
     Loss Per Share                         0.00        (0.16)        (0.69)        (0.07)        (0.05)        (0.01)        (0.20)
Gross Revenues (4)                            --           --            --            --            --            --    23,315,743


</TABLE>


<TABLE>
<CAPTION>
                                                                  December 31,                           September 30,    March 31,
                                        --------------------------------------------------------------   -------------   -----------
                                             1995            1996            1997            1998            1999            2000
                                        --------------  --------------  --------------  --------------   -------------   -----------
<S>                                     <C>             <C>             <C>             <C>              <C>             <C>

Total Assets                             $ 1,747,110     $ 8,481,599     $ 1,609,404     $   253,629     $12,465,014     $62,514,982

Total Long Term Debt (1)                   1,345,274            --              --              --         6,773,764      16,290,178

</TABLE>

______________________________________________
(1)  During the period ended September 30, 1999, travelbyus.com raised Cdn$11.95
     million from a debenture financing, with attached warrants.  The debentures
     earn interest at 12.5% per annum, payable semi-annually.  The debentures
     are to be repaid on September 9, 2001, with travelbyus.com retaining the
     right to repay the debentures in full at any time.
(2)  During the period ended December 31, 1997, travelbyus.com, formerly
     LatinGold Inc., a gold exploration company with operations in Latin
     American countries, ceased operations on their Columbia properties and
     recognized a write-down of Cdn$6.1 million.
(3)  During the six month period ended March 31, 2000, the increased loss is due
     to development of new business opportunities in the travel sector.
(4)  In November 1999, the Emerging Issues Task Force of the Financial
     Accounting Standards Board issued a discussion paper EITF 99-19 Reporting
     Revenue Gross Versus Net, which has not yet been finalized, and in December
     1999, the SEC issued Staff Accounting Bulletin No. 101-Revenue Recognition
     in Financial Statements. These publications include guidelines for
     determining the appropriateness of gross versus net revenue reporting
     practices specifically in the e-commerce and travel sectors. The guidelines
     focus on determining whether the company in substance acts as principal,
     agent or broker in a transaction, whether it takes title to the products,
     and whether it assumes the risks and rewards of ownership. travelbyus.com
     has considered these recent developments in determining its revenue
     recognition and reporting policies and believes its current policies are
     conservative and consistent with this guidance. However, it is possible
     that these evolving standards may allow or require travelbyus.com to amend
     its practices for the recognition and reporting of revenues. Management
     uses gross revenues as a key indicator of general business activity,
     success of promotional efforts, capacity to handle customer demand and
     efficiency of reservation agents. Gross revenues is not a financial
     measurement in accordance with generally accepted accounting principles and
     should not be considered in isolation or as a substitute for other
     information prepared in accordance with GAAP, and period-to-period
     comparisons of gross revenues are not necessarily meaningful as a measure
     of our revenues due to, among other things, changes in commission rates,
     and, as with operating results, should not be relied upon as an indication
     of future performance.
(5)  On March 9, 2000, travelbyus.com repaid $2,494,000 of debentures, of which
     $1,450,596 was applied to the carrying value of the debt, resulting in a
     loss on settlement of $1,043,404 including a writeoff of a proportionate
     share of deferred financing costs ($148,929) and has been recorded as an
     extraordinary loss in the period.

                                      30

<PAGE>

                             SELECTED CONSOLIDATED
                        FINANCIAL DATA OF AVIATION GROUP

     The selected consolidated financial data below is derived from Aviation
Group's audited consolidated financial statements for the period from inception
on December 5, 1995 through June 30, 1996 and the years ended June 30, 1997,
1998 and 1999.  The selected consolidated financial data for the nine month
periods ended March 31, 1999 and 2000, is derived from the unaudited financial
statements prepared on a basis consistent with the audited consolidated
financial statements and the accompanying notes of Aviation Group.  All amounts
are in thousands of U.S. dollars.  The following data is qualified in its
entirety by, and should be read in conjunction with, "Aviation Group--
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and the accompanying notes
of Aviation Group contained elsewhere in this joint proxy statement/prospectus.

<TABLE>
<CAPTION>

                              YEAR ENDED      NINE MONTHS                                     NINE MONTHS ENDED
                             SEPTEMBER 30,   ENDED JUNE 30,        YEAR ENDED JUNE 30,            MARCH 31,
                           --------------    --------------  ------------------------------   ------------------
                                 1995 (1)         1996 (1)     1997       1998       1999       1999      2000
                           --------------    --------------  --------   --------   --------   --------  --------
                                                                                                  (Unaudited)
<S>                        <C>               <C>             <C>        <C>        <C>        <C>       <C>
Revenue                         $  2,533         $  3,881    $8,096    $11,043    $15,097    $11,941   $ 9,359

Income (loss) from
     continuing                      342               34      (544)      (994)    (1,796)      (988)   (2,523)
     operations
Income (loss) from
      continuing
      operations per                                 0.02     (0.31)     (0.32)     (0.53)     (0.29)    (0.68)
      share - basic and
     diluted
</TABLE>



                                             JUNE 30,              MARCH 31,
                          ------------------------------------   -----------
                            1996     1997      1998      1999        2000
                          -------  -------   -------   -------   -----------
Total assets              $4,524   $5,111   $11,600   $13,052       $72,846
Long-term obligations      1,350    1,392       919     1,319         3,202

_____________________________________
(1)  The period prior to December 1995 includes the operations of Aviation
     Group's predecessors, Tri-Star Airline Services, Inc. and Tri-Star Aircraft
     Services, Inc.

                                       31
<PAGE>

                            COMPARATIVE MARKET DATA

     Aviation Group's shares of common stock are listed on the Nasdaq SmallCap
Market and the Boston Stock Exchange under the ticker symbol "AVGP".
travelbyus.com's common shares are listed on The Toronto Stock Exchange and the
Winnipeg Stock Exchange under the ticker symbol "TBU" and on the Frankfurt Stock
Exchange under the ticker symbol "TVB".

     The following table sets forth on a calendar year basis the quarterly high
and low closing sale prices of Aviation Group common stock as reported by Nasdaq
SmallCap Market and travelbyus.com common shares as reported by The Toronto
Stock Exchange and the total trading volume for the indicated periods.

                         Aviation Group                    travelbyus.com
                          Common Stock                     Common Shares
                  ----------------------------      ----------------------------
                                                             (Canadian)
                   High      Low     Volume          High    Low      Volume
                  -------  -------  ---------        -----  -----  -------------
Calendar 1998
----------------

First Quarter...   $8.375   $3.375  1,448,600        $0.16  $0.10      2,048,532
Second Quarter..    4.375    3.000  1,449,600         0.15   0.12      1,024,500
Third Quarter...    3.875    2.250  1,100,900         0.15   0.07      1,467,600
Fourth Quarter..    3.250    1.625    791,300         0.09   0.07      5,266,400

Calendar 1999
----------------
First Quarter...    2.938    1.781    635,800         0.34   0.06      4,710,100
Second Quarter..    2.250    1.250    641,300         0.73   0.22     26,599,500
Third Quarter...    2.500    1.563    637,000         2.24   0.48     30,600,000
Fourth Quarter..    2.375    1.125    605,300         2.16   1.35     32,896,000

Calendar 2000
----------------

January.........    1.625    1.125     77,700         4.20   3.60      8,662,100
February........    4.625    1.000  1,152,000         5.00   3.70      8,472,000
March...........    4.750    3.625  1,151,800         4.99   3.60      8,311,600
April...........    3.438    1.875    373,200         3.95   2.01      3,552,800
May.............    3.063    1.875    405,800         3.40   2.20      3,991,584


     On February 25, 2000, the last full trading day prior to the public
announcement of the arrangement, Aviation Group common stock closed on the
Nasdaq SmallCap Market at $3 per share and the travelbyus.com common shares
closed on The Toronto Stock Exchange at Cdn$3.90 per share.

     On May 31, 2000, the closing trading price for Aviation Group's common
stock as reported by Nasdaq SmallCap Market was $2.50.  On May 31, 2000, the
closing trading price for travelbyus.com's common shares as reported by The
Toronto Stock Exchange was Cdn$2.70.

     As of May 31, 2000, Aviation Group had 60 holders of record of common stock
and seven holders of record of redeemable common stock warrants.  As of May 31,
2000, travelbyus.com had 3,748 holders of record of common shares.

     Because the market price of Aviation Group common stock fluctuates, the
market value of Aviation Group common stock that travelbyus.com shareholders may
receive in the arrangement may increase or decrease prior to and following the
arrangement.  Shareholders are urged to obtain current market quotations for
Aviation Group common stock and travelbyus.com common shares.

                                       32
<PAGE>

                      SELECTED COMPARATIVE PER SHARE DATA

     The following table sets forth selected combined historical per share data
for Aviation Group and travelbyus.com, selected unaudited pro forma per share
data for Aviation Group giving effect to the arrangement using the purchase
method of accounting and the equivalent unaudited pro forma combined per share
amounts for travelbyus.com.  The pro forma combined data are not necessarily
indicative of actual financial position or future operating results or that
which would have occurred or will occur upon consummation of the arrangement.

     The information shown below should be read in conjunction with the
historical consolidated financial statements and notes thereto and the selected
pro forma financial data for the combined company included elsewhere in this
proxy statement.

<TABLE>
<CAPTION>
                                              FOR THE SIX MONTHS ENDED OR AS AT MARCH 31, 2000
                                     ---------------------------------------------------------------------
                                                                                          TRAVELBYUS.COM
                                     AVIATION GROUP   TRAVELBYUS.COM    AVIATION GROUP       PRO FORMA
                                       HISTORICAL       HISTORICAL     PRO FORMA /(1)/   EQUIVALENT /(2)/
                                     ---------------------------------------------------------------------
<S>                                  <C>              <C>              <C>               <C>
Net loss per common share from               $(0.52)          $(0.13)           $(0.26)            $(0.26)
     continuing operations /(4)/
Book value per common share /(3)/             10.29             0.66              1.04               1.04
</TABLE>



<TABLE>
<CAPTION>
                                                 FOR THE YEAR ENDED OR AS AT SEPTEMBER 30, 1999
                                     ---------------------------------------------------------------------
                                                                                          TRAVELBYUS.COM
                                     AVIATION GROUP   TRAVELBYUS.COM    AVIATION GROUP       PRO FORMA
                                       HISTORICAL       HISTORICAL     PRO FORMA /(1)/   EQUIVALENT /(2)/
                                     ---------------------------------------------------------------------
<S>                                  <C>              <C>              <C>               <C>
Net loss per common share from               $(0.53)          $(0.04)           $(0.25)            $(0.25)
     continuing operations /(4)/
Book value per common share /(3)/              1.43             0.04
</TABLE>

______________________________
(1) The pro forma loss per share data for Aviation Group is presented as if the
     arrangement and certain other recent transactions as described in
     "Unaudited Pro Forma Combined Financial Statements" had occurred as of the
     beginning of the respective periods.
(2) The equivalent per share amounts of travelbyus.com are calculated by
     multiplying pro forma net loss per Aviation Group common share and pro
     forma book value per Aviation Group common share (post-arrangement) by the
     exchange ratio of 1.0.
(3) Book value per common share was calculated using shareholders' equity as
     reflected in the historical and pro forma financial statements divided by
     the number of Aviation Group or travelbyus.com common shares outstanding.
     The liquidation preference of the Aviation Group preferred stock is ignored
     for this purpose. The historical Aviation Group book value per common share
     for September 30, 1999 is as of June 30, 1999.
(4) The historical net loss per common share for Aviation Group for the six
     months ended March 31, 2000 is based on Aviation Group's net loss for the
     six months ended December 31, 1999. Its net loss per common share for the
     year ended September 30, 1999 is based on its net loss for the year ended
     June 30, 1999.

Dividend Policies

     Aviation Group does not have a fixed dividend policy and has not paid any
cash dividends on its common stock since its inception in 1995.  Aviation Group
does not anticipate that it will pay dividends in the foreseeable future.  The
payment of dividends in the future will depend upon, among other factors, the
earnings, capital requirements and financial condition of Aviation Group.

          travelbyus.com does not have a fixed dividend policy and has not paid
any cash dividends on its common shares since its inception in 1986.
travelbyus.com does not anticipate that it will pay dividends in the foreseeable
future.  The payment of dividends in the future will depend upon, among other
factors, the earnings, capital requirements and financial condition of
ravelbyus.com.

                                       33
<PAGE>

                              THE SPECIAL MEETINGS

Times, Places and Dates

     Aviation Group's special meeting of shareholders will be held at 10:00
a.m., Dallas time, on August __, 2000, at the offices of Aviation Group, located
at 700 North Pearl Street, Suite 2170, Dallas, Texas.

     travelbyus.com's special meeting of shareholders will be held at 11:00
a.m., Toronto time, on August __, 2000, at ____________________________________,
Toronto, Ontario.

Purposes of the Aviation Group Special Meeting

     At the Aviation Group special meeting, Aviation Group shareholders will
vote on a proposal to approve the arrangement pursuant to the terms of the
arrangement agreement between Aviation Group, its Canadian subsidiary and
travelbyus.com.  Shareholders will also be asked to vote upon proposals to amend
Aviation Group's articles of incorporation to:

     -    increase the authorized number of shares of Aviation Group common
          stock from 10,000,000 to 250,000,000; and

     -    change the name of Aviation Group to "travelbyus.com, Inc."

In addition, Aviation Group shareholders will be asked to ratify:

     -    the amendment to Aviation Group's 1997 stock option plan;

     -    warrants issued to three directors of Aviation Group;

     -    warrants issued to two executive officers of Aviation Group; and

     -    warrants and preferred stock issued or to be issued in connection with
          the acquisition of Global Leisure and the related financing.

Purpose of the travelbyus.com Special Meeting

     At the travelbyus.com special meeting, travelbyus.com shareholders will be
asked to vote on a special resolution to approve an arrangement pursuant to the
terms of the arrangement agreement between Aviation Group, its Canadian
subsidiary and travelbyus.com.  Shareholders will also be asked to consider such
other business as may properly come before the meeting.

Record Dates; Quorum

     Shareholders of Aviation Group at the close of business on July __, 2000,
the record date, are entitled to receive notice of and to vote at the special
meeting of shareholders and at any adjournments or postponements of this
meeting.  On the record date, approximately _____ holders of record held
approximately ________ issued and outstanding shares of Aviation Group common
stock.  Holders of a majority of shares of Aviation Group common stock entitled
to vote at the special meeting of shareholders, represented in person or by
proxy, will constitute a quorum for the meeting.  A quorum is necessary for a
valid special meeting of shareholders.

     Shareholders of travelbyus.com at the close of business on July __, 2000,
the record date, are entitled to receive notice of and to vote at the special
meeting of shareholders and at any adjournments or postponements of this
meeting, subject to subsequent transferees taking the necessary steps to be
added to the voters list.  On the record date, approximately _______ holders of
record held approximately ________ issued and outstanding common shares of
travelbyus.com.  Holders of 10% of the outstanding travelbyus.com common shares,
represented in person or by proxy, will constitute a quorum for the meeting.  A
quorum is necessary for a valid special meeting of shareholders.

                                       34
<PAGE>

Voting Rights; Votes Required for Approval

     Each holder of shares of Aviation Group common stock as of the record date
will be entitled to cast one vote per share held at the special meeting of
shareholders.  In order to pass each proposal to amend Aviation Group's articles
of incorporation, the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Aviation Group common stock represented at the special
meeting, in person or by proxy is required.  For each other proposal to pass,
the affirmative vote of the holders of a majority of the shares of Aviation
Group common stock represented at the special meeting, in person or by proxy, is
required.

     As of the record date, the directors and executive officers of Aviation
Group were entitled to vote ________ shares, or approximately ________%, of the
outstanding Aviation Group common stock.  These directors and executive officers
have indicated their intent to vote in favor of the proposals to be presented at
the Aviation Group special meeting.

     Each holder of travelbyus.com common shares as of the record date will be
entitled to cast one vote per share held at the special meeting of shareholders.
For the proposal to pass, the affirmative vote of the holders of at least two-
thirds of the outstanding travelbyus.com common shares voted at the special
meeting, in person or by proxy, is required.

     As of the record date, the directors and executive officers of
travelbyus.com were entitled to vote ________ shares, or ________%, of the
outstanding travelbyus.com common shares.  These directors and executive
officers have indicated their intent to vote in favor of the proposals to be
presented at the travelbyus.com special meeting.

How You Can Vote

     Attending Meeting or Submitting Proxies

     You may vote either by:

     -    attending the special meeting of shareholders of the company in which
          you hold shares and voting your shares in person at the meeting; or

     -    completing the enclosed proxy card by signing, dating and mailing it
          in the enclosed postage pre-paid envelope.

     If you sign a written proxy card and return it without instructions, the
person authorized in the proxy will vote your shares for each of the proposals
presented at the special meeting of shareholders.

     If your shares are held in "street name," which means the shares are held
in the name of a broker, bank or other record holder, you must either direct the
record holder of your shares as to how to vote your shares or obtain a proxy
from the record holder to vote at the special meeting of shareholders.

     Shareholders who submit their proxy cards should not send in any stock
certificates with their proxy cards.

     Revoking Proxies

     If you are a shareholder of record, you may revoke your proxy at any time
prior to the time it is voted at the special meeting of shareholders.  You may
revoke your proxy:

     -   by sending written notice, including by telegram or telecopy, to the
         Corporate Secretary of the company in which you hold shares;

     -   by signing and returning a later-dated proxy by mail to the Corporate
         Secretary of the company in which you hold shares; or

                                       35
<PAGE>

     -   by attending the special meeting of shareholders of the company in
         which you hold shares and notifying the chair of the meeting of your
         revocation of your proxy.

     Attendance at the special meeting will not in and of itself constitute a
revocation of a proxy.  You should send any written notice of a revocation of a
proxy so as to be delivered no later than the last business day prior to the
special meeting to the following address of the company in which you hold
shares:

     travelbyus.com ltd.                      Aviation Group, Inc.
     204-3237 King George Highway             700 North Pearl Street, Suite 2170
     South Surrey, British Columbia V4P1B7    Dallas, Texas  75201
     Fax: (604) 541-2450                      Fax:  (214) 922-9242
     Attention: Corporate Secretary           Attention: Corporate Secretary

     In addition, under Ontario law, a travelbyus.com shareholder may also
revoke a proxy by depositing a written revocation executed by the shareholder,
or his or her attorney authorized in writing, with the chairman of the special
meeting on the day of the meeting prior to its commencement.

     Abstention

     You may specify an abstention on the proposals.  If you submit a proxy with
an abstention, you will be treated as present at the special meetings for
purposes of determining the presence or absence of a quorum for the transaction
of all business.  An abstention by an Aviation Group shareholder will have the
same effect as a vote against the proposals.

Solicitation of Proxies; Expenses

     This joint proxy statement/prospectus is furnished by each of the companies
to its shareholders for the solicitation of proxies on behalf of its management
and board of directors.  Each of the companies will bear the cost of
solicitation of its proxies.  In addition to solicitation by mail, the
directors, officers and employees of each of the companies may also solicit
proxies from its shareholders by telephone, telecopy, telegram or in person.
Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries to send the proxy materials to beneficial owners. Each
of the companies will, upon request, reimburse those brokerage houses and
custodians for their reasonable expenses in so doing.

Other Matters

     The enclosed form of proxy confers discretionary authority upon the persons
named as proxies with respect to any other business properly  before the
meetings.  At the date of this joint proxy statement/prospectus, management and
the boards of directors of both companies are not aware of any other business to
be brought before the meetings.

Subsequent Transferees of travelbyus.com Common Shares

     A transferee of travelbyus.com common shares acquired after the record date
will be entitled to vote at the travelbyus.com meeting if he or she produces
properly endorsed share certificates for such shares or otherwise establishes
that he or she owns such shares.  travelbyus.com must also receive from the
transferee, at least 10 days before the meeting, a demand that his or her name
be included in the list prepared as of the record date of shareholders entitled
to vote at the meeting.

                                       36
<PAGE>

                                 PROPOSAL NO. 1
                                THE ARRANGEMENT

General

     This section of the joint proxy statement/prospectus describes the material
aspects of the arrangement, the arrangement agreement and related agreements.
The description below of the arrangement and these agreements is not complete.
You should read the plan of arrangement, the arrangement agreement and the
related agreements attached as appendices to this joint proxy
statement/prospectus.

Background of the Arrangement

     In January 1999, the management of Aviation Group began reviewing
opportunities for acquisition of Internet-related companies in the aviation
service business.  Its primary goal was to reverse a continuing decline in the
trading prices of Aviation Group's common stock.  Aviation Group originally
planned to grow through acquisitions.  Because of the decline in Aviation
Group's stock price, management was unable and unwilling to use Aviation Group's
stock as currency to purchase additional businesses.

     Because of Aviation Group's limited cash resources, Aviation Group's board
of directors determined in June 1999 to investigate potential merger partners
and the sale of Aviation Group's businesses.  The following month, Aviation
Group engaged a small investment banking firm to pursue a merger or sale of its
existing businesses.  In August 1999, private discussions began with various
parties regarding the sale of all or part of Aviation Group's businesses.
Aviation Group sold its ground handling division located in Dallas, Texas in
December 1999, and its fueling and repair operations in Casper, Wyoming in
February 2000.

     In January 2000, senior management of Aviation Group were introduced to
Doerge Capital Management, a Chicago based investment banking firm.  Doerge was
seeking third parties to assist in the reorganization of Global Leisure Travel,
Inc.  Doerge contacted travelbyus.com to inquire into the possibility of
travelbyus.com acquiring Global Leisure.  In early February 2000, management of
travelbyus.com, Global Leisure and Aviation Group met in Chicago in the offices
of Doerge Capital Management to discuss the potential for a transaction
involving a combination of their businesses.  These discussions and due
diligence continued through the end of February 2000.

     In late February 2000, management of Aviation Group provided background
information and explained the structure of the proposed combination of the
businesses of travelbyus.com, Global Leisure and Aviation Group to Aviation
Group's board of directors.  The Aviation Group board of directors approved the
negotiation and finalization of separate letters of intent and appropriate
acquisition documents, but reserved final approval on the proposed transactions
for a later time.  The board of directors also authorized the engagement of an
investment banking firm to render a fairness opinion relating to the acquisition
of travelbyus.com.

     By the end of February 2000, management of Global Leisure, travelbyus.com
and Aviation Group completed negotiation of separate letters of intent and a
term sheet relating to the proposed acquisitions of Global Leisure and
travelbyus.com by Aviation Group.  The Aviation Group board of directors
subsequently approved the term sheet and authorized Aviation Group to enter into
separate letters of intent for the acquisitions of Global Leisure and
travelbyus.com.

     The parties' letters of intent contemplated initially the acquisition of
Global Leisure by Aviation Group and interim funding of Global Leisure's
operations to be provided by travelbyus.com and by Doerge's clients. Definitive
agreements between Aviation Group and travelbyus.com and Aviation Group and
Global Leisure relating to the interim funding of Global Leisure were promptly
negotiated and then executed on March 1, 2000.

     Under these agreements, in March 2000, travelbyus.com made a net investment
of $5 million in the purchase of Aviation Group's non-voting Series B preferred
stock.  In turn, Aviation Group used these funds to purchase Series B preferred
stock in Global Leisure.  These shares provided Aviation Group a controlling
voting position in Global Leisure.  Aviation Group appointed its Chief Financial
Officer Richard Morgan and two travelbyus.com officers, William Kerby and Jon
Snyder, as the directors of Global Leisure.

                                       37
<PAGE>

     On March 17, 2000, Aviation Group, Global Leisure and its shareholders and
certain debtholders executed an agreement providing for Aviation Group's
acquisition of the remaining outstanding shares and related party indebtedness
of Global Leisure.  At  that time, Aviation Group's directors appointed two of
travelbyus.com's executive officers, William Kerby and Jon Snyder, as directors
of Aviation Group, and Mr. Kerby as President and Chief Executive Officer of
Aviation Group.  Lee Sanders resigned from these positions but remained as
Chairman of Aviation Group.  Mr. Snyder resigned as a director on May 1, 2000.
Another executive officer of travelbyus.com, John Fenyes, was appointed to fill
this director vacancy on May 3, 2000.

     During March 2000, due diligence continued, and management of Aviation
Group interviewed various investment banking firms and engaged CIBC World
Markets Corp. to render a fairness opinion with respect to the consideration to
be received by travelbyus.com shareholders pursuant to the arrangement
agreement.  An understanding as to the amount of this consideration had
previously been reached between travelbyus.com and Aviation Group in the letter
of intent.  CIBC completed its due diligence and review of the proposed
transaction in April 2000.  See "-Fairness Opinion of Aviation Group's Financial
Advisor" below.

     On May 3, 2000, the Aviation Group board of directors considered the
proposed arrangement with travelbyus.com as negotiated and documented.  Senior
management and CIBC made detailed presentations concerning the material aspects
of the proposed transaction.  Aviation Group's legal counsel summarized the
material terms of the agreements relating to the arrangement that had been
distributed to the board and discussed various aspects of the directors'
fiduciary duties in connection with the proposed arrangement.  CIBC rendered its
oral fairness opinion, followed later by a written opinion, that, as of the date
of the opinion, the consideration to be received by the shareholders of
travelbyus.com pursuant to the arrangement agreement was fair to the
shareholders of Aviation Group from a financial point of view.  Following
further discussion, during which the directors asked numerous questions that
were responded to by representatives of senior management and CIBC, the board of
directors of Aviation Group unanimously approved the definitive agreements and
the transactions contemplated by the agreements, and authorized the officers of
Aviation Group to execute and deliver the agreements.

     On February 23, 2000, the travelbyus.com board of directors considered the
proposed arrangement with Aviation Group.  Senior management retained Wellington
West Capital Inc. as its financial advisor to render an opinion from a financial
point of view of the fairness of the proposed exchange ratio for the arrangement
to the travelbyus.com shareholders.  This engagement was subsequently ratified
by the board of directors of travelbyus.com.

     Wellington West Capital Inc. completed its due diligence and review of the
proposed transaction and rendered its written opinion dated May 11, 2000 that
the exchange ratio under the arrangement agreement was fair from a financial
point of view to the travelbyus.com shareholders. See "Fairness Opinion of
travelbyus.com's Financial Advisor" below.

     On May 3, 2000, Aviation Group and travelbyus.com executed and delivered
the arrangement agreement, a copy of which is attached to this joint proxy
statement/prospectus as Appendix A.

     On May 10, 2000, Aviation Group completed its acquisition of the remaining
outstanding shares and related party indebtedness of Global Leisure, as
described under "Aviation Group-Business-Acquisition of Global Leisure Travel,
Inc." on page 120.

Effect of the Arrangement

     When the arrangement becomes effective, each outstanding travelbyus.com
common share, other than those owned by dissenting shareholders, will be
exchanged for one exchangeable share of travelbyus.com.  The rights of
travelbyus.com shareholders as holders of travelbyus.com common shares will
cease and they will have only the right to receive the arrangement
consideration.

     Aviation Group's Canadian subsidiary will become the sole holder of the
common shares of travelbyus.com and an indirect subsidiary of Aviation  Group.
The separate existence of travelbyus.com as an Ontario corporation will continue
until there are no longer any outstanding exchangeable shares.

                                       38
<PAGE>

Votes Required for Approval

     The affirmative votes of a majority of the votes cast by shareholders of
Aviation Group common stock represented at the special meeting in person or by
proxy are required to approve the proposed arrangement pursuant to the
arrangement agreement.

     The affirmative vote of at least two-thirds of the travelbyus.com common
shares voted at the special meeting in person or by proxy are required to
approve the proposed arrangement pursuant to the terms of the arrangement
agreement.

Regulatory Approval

     The arrangement requires approval of the Ontario Superior Court of Justice
under the Ontario Business Corporations Act.  Prior to the mailing of this joint
proxy statement/prospectus, the court issued an interim order providing for the
calling and holding of the travelbyus.com special meeting of shareholders and
other procedural matters.  The granting of the interim order involved no
substantive findings by the court.  A copy of the interim order is attached as
Appendix C to this joint proxy statement/prospectus.  A hearing to obtain a
final order from the court is set for __________, 2000 at 10:00 a.m., Toronto
time.  At this hearing, any travelbyus.com shareholder or other interested party
who wishes to appear and be heard may do so provided that they serve a form of
appearance on travelbyus.com before 4:00 p.m., Toronto time, on ________, 2000.

     The court has broad discretion under the Ontario Business Corporations Act
when issuing orders relating to the arrangement.  The court may approve the
arrangement either as proposed or as amended in any manner the court directs.
Pursuant to Ontario law, in order for the court to grant the final order, the
court must conclude, among other things, that the arrangement is fair and
reasonable to all affected persons.  No material amendment to the arrangement
will be made without obtaining further travelbyus.com shareholder approval.

Effective Time of Arrangement

     The arrangement will be effective when the Director under the Business
Corporations Act (Ontario) issues a certificate of arrangement.  If the final
order is obtained on __________, 2000, is satisfactory to travelbyus.com and
Aviation Group, and all other conditions in the arrangement agreement are
satisfied or waived, we expect that the effective date of the arrangement will
be _________________, 2000.

Reasons for the Arrangement

     The boards of directors of Aviation Group and travelbyus.com have each
determined that the business combination is likely to benefit the security
holders of Aviation Group and travelbyus.com in several ways, including:

     -    the combined entity will be larger, with a greater number of
          shareholders and greater equity capitalization than either Aviation
          Group or travelbyus.com alone;

     -    the combined companies will create an e-commerce-based provider of
          travel services of significant size;

     -    the combined companies will have a wide range of travel products,
          services, functions and options available through its Web site; and

     -    the combined companies would have greater access to the capital
          markets to support future growth.

     Both boards believe that investors, especially institutional investors, are
more likely to invest in the combined companies due to its larger market
capitalization and the anticipated listing of Aviation Group common stock on the
Nasdaq National Market.  This should result in greater liquidity for existing
investors.  For the same reasons, we believe that the combined companies will be
better able than either Aviation Group or travelbyus.com

                                       39
<PAGE>

alone to attract new investors and, therefore, to obtain financing to pursue
additional acquisitions and growth. Both boards also believe that the business
combination will provide investors increased opportunity for growth of their
investment.

     From travelbyus.com's viewpoint, the combination with Aviation Group:

     -    should provide access to the U.S. capital markets;

     -    will allow the travel products and packages offered by Global Leisure
          to be added to the travel products and services currently offered
          through travelbyus.com's Web site and traditional distribution
          channels;

     -    should provide travelbyus.com with additional capital through the
          future sale of Aviation Group's existing businesses, other than Global
          Leisure; and

     -    will further travelbyus.com's goal of becoming a U.S.-based travel
          service company.

     From Aviation Group's viewpoint, the combination with travelbyus.com:

     -    represents the culmination of the plan made by Aviation Group's board
          last year to redirect its assets; and

     -    allows Aviation Group to shift its assets and capital into an industry
          with significant growth opportunities.

Recommendation of the travelbyus.com Board of Directors

     The travelbyus.com board of directors believes that the arrangement is fair
to and in the best interests of travelbyus.com and its shareholders.
Accordingly, the travelbyus.com board of directors has unanimously approved the
arrangement and recommends that the travelbyus.com shareholders vote "FOR"
approval of the arrangement.  The approval by shareholders of travelbyus.com of
the arrangement will constitute approval of the special resolution attached as
Appendix F to this joint proxy statement/prospectus.

     The decision of the travelbyus.com board of directors to approve the
arrangement and recommend the approval of the arrangement by travelbyus.com
shareholders was based upon various factors.  In addition to the factors
mentioned above in "Background of the Arrangement" and "Reasons for the
Arrangement," the board of directors considered the following factors:

     -    the exchange ratio offered by Aviation Group, which, permitted
          travelbyus.com shareholders to remain in control of the combined
          companies through direct or indirect ownership of more than 90% of
          Aviation Group's outstanding common stock;

     -    the receipt of a fairness opinion from Wellington West Capital Inc.,
          that the exchange ratio for the arrangement is fair, from a financial
          point of view, to travelbyus.com shareholders was a condition to the
          closing;

     -    the trading prices of travelbyus.com common shares and Aviation Group
          common stock prior to the date of the arrangement agreement;

     -    the arrangement would combine travelbyus.com's integrated e-travel
          services operation with Aviation Group's Global Leisure division;

     -    the structure of the arrangement, which generally permits Canadian
          resident travelbyus.com shareholders who hold their shares as capital
          property the opportunity to defer their Canadian federal income tax by
          electing to retain their exchangeable shares for a period of time; and

                                       40
<PAGE>

     -    the terms of the arrangement agreement, which do not prevent a third
          party from making a competing offer or proposing a competing
          transaction.

     The above discussion of the information and factors considered by the
travelbyus.com board of directors is not exhaustive.  The travelbyus.com board
of directors did not find it practicable to and did not attempt to rank or
assign relative weights to the foregoing factors.  Individual members of the
travelbyus.com board of directors may give different weights to different
factors.

Recommendation of the Aviation Group Board of Directors

     The Aviation Group board of directors believes that the arrangement is fair
and in the best interest of Aviation Group and its shareholders.  Accordingly,
the Aviation Group board of directors has unanimously approved the arrangement
and recommends that the Aviation Group shareholders vote "FOR" approval of the
arrangement.

     The decision of the Aviation Group board of directors to approve the
arrangement and recommend the approval of the arrangement by Aviation Group
shareholders was based upon various factors.  In addition to the factors
mentioned above in "Background of the Arrangement" and "Reasons for the
Arrangement," the board of directors considered the following factors:

     -    travel services represents the largest e-commerce category on the
          Internet in terms of dollar volume and is expected to grow at a rapid
          pace;

     -    the travelbyus.com management team plans to create an integrated
          online travel services company capable of delivering selection, value,
          flexibility and timely service to the traveling public;

     -    the arrangement would combine travelbyus.com's integrated e-travel
          services operation with Aviation Group's Global Leisure division;

     -    the arrangement would also allow Aviation Group to create a U.S.
          publicly traded, online e-commerce platform that encompasses the
          necessary elements of a full-service, e-commerce company in the travel
          industry and prepares Aviation Group for future growth;

     -    Aviation Group would obtain the travelbyus.com management team, which
          has considerable experience in travel service, Internet technology and
          multimedia advertising and marketing;

     -    the trading prices of travelbyus.com common shares and Aviation Group
          common stock prior to the date of the arrangement agreement;

     -    the fairness opinion by CIBC World Markets Corp., which concluded that
          the consideration to be received by travelbyus.com shareholders
          pursuant to the arrangement agreement was fair to the shareholders of
          Aviation Group from a financial point of view;

     -    the terms of the arrangement agreement, which do not prevent a third
          party from making a competing offer or proposing a competing
          transaction; and

     -    the other alternatives available to Aviation Group, including
          liquidation of its assets and distribution of the net proceeds to its
          shareholders.

     The above discussion of the information and factors considered by the
Aviation Group board of directors is not exhaustive.  The Aviation Group board
of directors did not find it practicable to and did not attempt to rank or
assign relative weights to the foregoing factors.  Individual members of the
Aviation Group board of directors may give different weights to different
factors.

                                       41
<PAGE>

Fairness Opinion of travelbyus.com's Financial Advisor

     At the request of the board of directors of travelbyus.com, Wellington West
Capital Inc. delivered a written opinion to the board of directors of
travelbyus.com, that, based upon and subject to the various assumptions,
limitations and other matters set forth in the opinion, as of such date, the
exchange ratio as contemplated by the arrangement is fair to the shareholders of
travelbyus.com from a financial point of view.  No limitations were imposed by
travelbyus.com upon Wellington West Capital Inc. with respect to investigations
made or procedures followed by Wellington West Capital Inc. in rendering its
opinion.  A copy of the Wellington West Capital Inc. opinion dated May 11, 2000
is attached as Appendix G to this joint proxy statement/prospectus.

     Wellington West Capital Inc. will receive a fee for its services and will
also be reimbursed for all reasonable expenses incurred in connection with its
services under its engagement agreement with travelbyus.com, including the
reasonable fees and disbursements of its counsel and other advisors.  In
addition, travelbyus.com has agreed to indemnify Wellington West Capital Inc.,
its affiliates, agents and personnel against certain liabilities and expenses
arising out of its engagement and the transaction to which the engagement
relates.  The fees payable to Wellington West Capital Inc. under its engagement
agreement are not contingent in whole or in part on the success of the
arrangement.  Wellington West Capital Inc. will be paid a fee of $100,000 plus
warrants to purchase 125,000 common shares exercisable at $2.50 per share.  If
the warrants cannot be issued, an additional cash fee of $100,000 must be paid.

     The full text of Wellington West Capital Inc.'s opinion, which sets out,
among other things, the assumptions made, matters considered, limitations of the
review undertaken and various qualifications in connection with the opinion, is
attached as Appendix G.  Wellington West Capital Inc.'s opinion solely addresses
the fairness of the exchange ratio to be received by the holders of
travelbyus.com common shares from a financial point of view and is not intended
to be, and does not constitute, a recommendation to any shareholder as to how
such shareholder should vote with respect to the arrangement or any matters
related thereto.  This summary of Wellington West Capital Inc.'s opinion is
qualified in its entirety by reference to the full text of Wellington West
Capital Inc.'s opinion.  Shareholders of travelbyus.com are urged to read
Wellington West Capital Inc.'s opinion carefully and in its entirety.

     In preparing its opinion, Wellington West Capital Inc. considered such
factors and conducted such analyses, investigations, research and testing of
assumptions as were deemed by Wellington West Capital Inc. to be appropriate in
the circumstances.  The preparation of a fairness opinion is a complex process
and is not necessarily amenable to partial analysis or summary description.
Wellington West Capital Inc. believes that its analyses must be considered as a
whole and that selecting portions of its analyses or the factors considered by
it, without considering all factors and analyses together, could create an
incomplete or misleading view of the processes and approaches underlying
Wellington West Capital Inc.'s opinion.

     In rendering its opinion, Wellington West Capital Inc. relied upon and
assumed, without independent verification or investigation, the accuracy and
completeness of all of the financial and other information provided to and
reviewed by it, including all information provided by travelbyus.com and its
employees, representatives and affiliates. With respect to forecasts of future
financial condition and operating results of Aviation Group provided to
Wellington West Capital Inc., Wellington West Capital Inc. assumed, at the
direction of Aviation Group's management and without independent verification or
investigation, that these forecasts were reasonably prepared on a basis
reflecting the best available information, estimates and judgment of Aviation
Group's management.

     With respect to forecasts of future financial condition and operating
results of travelbyus.com provided to Wellington West Capital Inc., Wellington
West Capital Inc. assumed, at the direction of travelbyus.com's management and
without independent verification or investigation, that these forecasts were
reasonably prepared on a basis reflecting the best available information,
estimates and judgment of travelbyus.com's management.

     Wellington West Capital Inc. neither made nor obtained any independent
evaluations or appraisals of the assets or the liabilities of travelbyus.com or
its affiliated entities. Wellington West Capital Inc. did not express any
opinion as to the underlying valuation, future performance or long term
viability of travelbyus.com or the combined operation following the completion
of the arrangement or as to the price at which Aviation Group common stock or
the exchangeable shares will trade subsequent to the completion of the
arrangement. Wellington West Capital Inc.'s opinion is necessarily based on the
information that was available to Wellington West Capital Inc. and general
economic, financial and stock market conditions and circumstances as they
existed and could be evaluated by Wellington West

                                       42
<PAGE>

Capital Inc. as of the date of Wellington West Capital Inc.'s opinion.

     In arriving at its opinion, Wellington West Capital Inc. reviewed and
relied without further verification upon the following:

1.   the arrangement agreement dated May 3, 2000;

2.   audited financial statements for Aviation Group for the fiscal years ending
     June 30, 1997, 1998 and 1999 and the unaudited financial statements of
     Aviation Group for the six months ending December 31, 1999, together with
     financial projections prepared by the management of Aviation Group;

3.   audited financial statements for travelbyus.com for the fiscal years ending
     December 31, 1998 and September 30, 1999 and the unaudited financial
     statements of travelbyus.com for the three months ending December 31, 1999,
     together with financial projections prepared by the management of
     travelbyus.com;

4.   offering presentation materials prepared by the management of
     travelbyus.com respecting the September 1999 travelbyus.com debenture
     offering and  the December 1999 travelbyus.com special warrant offering,
     together with discussions with management respecting the key assumptions
     entailed in the forecasted performance;

5.   due diligence and closing documentation relating to travelbyus.com
     acquisitions made to date;

6.   historical trading prices and trading volumes for Aviation Group and
     travelbyus.com;

7.   industry data and information; current and historical trading prices and
     volumes for publicly traded shares of comparable companies; comparable
     company offering documents, financial statements and investment company
     research reports; publicly available commentary and information of a
     general nature relating to the aviation and travel and leisure industries;
     and information pertaining to general economic conditions; and

8.   such other public and confidential information, discussions, investigations
     and analyses as Wellington West Capital Inc. considered relevant.

Wellington West Capital Inc. further assumed that:

1.   the representations and warranties of the parties contained in the
     arrangement agreement are, and all of the information provided to
     Wellington West Capital Inc. with respect to the arrangement is, true and
     correct;

2.   the arrangement will be consummated in accordance with the terms described
     in the arrangement agreement and related agreements, without any amendment
     to those terms; and

3.   the arrangement will be consummated in a manner that complies in all
     material respects with all applicable federal, foreign, state, provincial
     and local statutes, rules, regulations and other laws.

     Wellington West Capital Inc. further relied upon the assurance of
travelbyus.com management that there are no material facts not contained in or
referred to in the information provided to Wellington West Capital Inc. in
connection with Wellington West Capital Inc.'s opinion which could reasonably be
expected to affect materially the assumptions used, the procedures adopted or
the scope of the review undertaken by Wellington West Capital Inc. in providing
its opinion.

     The following represents a brief summary of the financial analyses
undertaken by Wellington West Capital Inc. in rendering its opinion.

Discounted Cash Flow Analysis

     Wellington West Capital Inc. applied a discounted cash flow model to
forecasted cash flows provided by Aviation Group management, predicated on a
five year holding period and application of a multiple range of 6.0 to 8.0 times
trailing earnings before interest, taxes, depreciation and amortization to
determine the residual value. The resultant

                                       43
<PAGE>

income stream was discounted to present values based on application of a
discount rate range of 25% to 30%. The analysis provided a share price range for
the shares of Aviation Group common stock of $4.29 to $9.57.

     Wellington West Capital Inc. applied a discounted cash flow model to
forecasted cash flows provided by travelbyus.com management, predicated on a
five year holding period and application of a multiple range of 7.0 to 9.0 times
trailing earnings before interest, taxes, depreciation and amortization to
determine the residual value. The resultant income stream was discounted to
present values based on application of a discount rate range of 30% to 35%. The
analysis provided a share price range for the travelbyus.com common shares of
$5.71 to $8.51.

     Application of varying residual value multiples and discount rates in the
cash flow analysis reflect the inherent differences in the character of the two
businesses, particularly as it relates to scalability, operating margin,
forecast growth rates and operating risk. Accordingly, the analysis entails a
significant measure of qualitative judgment.

     The price ranges determined for Aviation Group and travelbyus.com resulted
in an implied exchange ratio range of .7461 to 1.1248. The exchange ratio of 1.0
x provided for by the arrangement falls within this range.

Comparable Company Analysis

     An analysis of the historical and forecast financial performance of
Aviation Group was undertaken with a view to establishing quantitative data to
compare to financial information determined for selected comparable publicly
traded companies conducting similar business and of similar size to Aviation
Group. Comparable companies reviewed were AAR Corporation, Aviation Sales
Company, Aviall Inc., First Aviation Services Inc., HEICO Corporation and
Kellstrom Industries Inc. Company financials were reviewed and compared on the
basis of total enterprise value (market capitalization plus net debt) to
earnings before interest, taxes, depreciation and amortization, both on a last
twelve months basis and an estimated current fiscal year end basis. The review
provided a multiple range of 4.1 to 20.4 times.

     As a result of the inherent differences in the comparable companies, a
qualitative assessment of governing valuation factors was applied to determine
an applicable multiple range of 6.0 to 8.0 times total enterprise value/earnings
before interest, taxes, depreciation and amortization (current fiscal year
estimate), producing a resultant share price range for the shares of Aviation
Group common stock of $2.57 to $3.15.

     An analysis of the historical and forecast financial performance of
travelbyus.com was undertaken with a view to establishing quantitative data to
compare to financial information determined for selected comparable publicly
traded companies conducting similar business and of similar size to
travelbyus.com. Comparable companies reviewed were Cheap Tickets Inc., Expedia
Inc., Travelocity.com Inc., and Uniglobe.com Inc. Company financials were
reviewed and compared on the basis of total enterprise value (market
capitalization plus net debt) to net revenues, on an estimated current fiscal
year end basis. The review provided a multiple range of 0.3 to 18.0 times.

     As a result of the inherent differences in the comparable companies, a
qualitative assessment of governing valuation factors was applied to determine
an applicable multiple range of 4.0 to 6.0 times current fiscal year estimated
total enterprise value to net revenues, producing a resultant share price range
for the travelbyus.com common shares of $2.31 to $3.39.

     The price ranges determined for Aviation Group and travelbyus.com resulted
in an implied exchange ratio range of .929 to 1.11.  The exchange ratio of 1.0 x
provided for in the arrangement falls within this range.

Trading Range

     Historical trading prices were reviewed for each of Aviation Group and
travelbyus.com both before and after the announcement of the arrangement. Based
on the May 10, 2000 closing price, the implied exchange ratio represents a 16.3%
premium to the current trading price of travelbyus.com. Trading prices were also
reviewed in the context of the most recent financings completed by both
companies. Current trading prices and the exchange ratio are reflective of the
expectations provided to shareholders at that time.  A review of the trading
history of each company combined with a review of comparable company trading
levels also suggests that travelbyus.com shareholders should anticipate a
benefit resulting from a listing on the American Stock Exchange, the Nasdaq
SmallCap Market or the Nasdaq National Market.

                                       44
<PAGE>

The quantitative analysis represented by the Discounted Cash Flow and Comparable
Company analyses have not factored in this tangible benefit to travelbyus.com
shareholders.

     Wellington West Capital Inc. did not assign relative weights to any of the
above analyses that it performed. Accordingly, the ranges of valuations
resulting from any particular analysis described above should not be taken as
Wellington West Capital Inc.'s view of Aviation Group, travelbyus.com or the
combined entity.  No company used in the comparable company analyses summarized
above is identical to Aviation Group or travelbyus.com.  Any analysis of the
fairness of the exchange ratio to be received by the shareholders of
travelbyus.com from a financial point of view, involves complex considerations
and judgments concerning differences in the potential financial and operating
characteristics of the comparable companies and other factors in relation to the
trading and acquisition values of comparable companies.  Analyses based upon
forecasts of future results are not necessarily indicative of actual future
results, which may be significantly more or less favorable than those suggested
by these analyses.  Wellington West Capital Inc.'s opinion was rendered solely
with respect to the fairness of the exchange ratio to be received by the holders
of travelbyus.com common shares from a financial point of view and does not
constitute an opinion with respect to the fairness of the arrangement as a whole
or any aspect of the arrangement other than the exchange ratio, including
without limiting the generality of the foregoing, the fairness of any tax
consequences to travelbyus.com shareholders.  The foregoing summary does not
purport to be a complete description of the analyses performed by Wellington
West Capital Inc.

     Wellington West Capital Inc. is a full service investment dealer based in
Winnipeg, Manitoba, Canada, and is actively engaged in corporate finance
initiatives involving public and private company debt and equity financings,
mergers and acquisitions, and other financial advisor arrangements, including
business valuations and fairness opinions. In its ordinary course of business,
Wellington West Capital Inc. and its affiliates may actively trade securities of
Aviation Group and travelbyus.com for their own accounts and for the accounts of
their customers and, accordingly, may at any time hold long or short positions
in these securities.  Wellington West Capital Inc. may in the future provide
investment banking or other financial advisory services to Aviation Group or
travelbyus.com.

     In furnishing its opinion, Wellington West Capital Inc. does not admit that
it is an expert within the meaning of the term "expert" as used in the
Securities Act, nor does it admit that its opinion constitutes a report or
valuation within the meaning of the Securities Act.

Fairness Opinion of Aviation Group's Financial Advisor

     CIBC World Markets has acted as financial advisor to Aviation Group in
connection with the arrangement.  At the request of Aviation Group, on May 3,
2000, CIBC World Markets delivered an oral opinion to the Aviation Group board,
which was subsequently confirmed by a written opinion, that, based upon and
subject to the various assumptions, limitations and other matters set forth in
the opinion, as of such date, the consideration to be received by the
shareholders of travelbyus.com pursuant to the arrangement agreement is fair to
the stockholders of Aviation Group from a financial point of view.  No
limitations were imposed by Aviation Group upon CIBC World Markets with respect
to investigations made or procedures followed by CIBC World Markets in rendering
its opinion.

     The full text of the written opinion of CIBC World Markets dated May 3,
2000, which sets forth assumptions made, general procedures followed, matters
considered and limits on the scope of the review undertaken by CIBC World
Markets, is attached as Appendix H and is incorporated herein by reference.
Aviation Group's shareholders are urged to and should read and carefully
consider the entire opinion.  The summary set forth herein of the CIBC World
Markets opinion is qualified in its entirety by reference to the full text of
the opinion attached hereto as Appendix H.

     CIBC World Markets' opinion addresses only the fairness to the holders of
shares of Aviation Group common stock, from a financial point of view, of the
consideration to be received by the shareholders of travelbyus.com pursuant to
the arrangement agreement and does not constitute a recommendation to any
shareholder as to how the shareholder should vote on any matters relating to the
arrangement.

     CIBC World Markets reviewed the draft of the arrangement agreement that was
distributed on May 2, 2000 in the preparation of its opinion.  While Aviation
Group and travelbyus.com had the opportunity to agree to materially add,

                                       45
<PAGE>

delete or alter material and other terms of the arrangement agreement prior to
its execution, the agreement entered into by the parties was substantially
similar to the draft distributed on May 2, 2000.

     In connection with rendering its opinion, CIBC World Markets also reviewed:

     -    Aviation Group's audited financial statements for the fiscal years
          ended June 30, 1997, 1998 and 1999;

     -    unaudited financial statements of Aviation Group for the six months
          ended December 31, 1999;

     -    travelbyus.com's audited financial statements for the fiscal years
          ended December 31, 1998 and September 30, 1999;

     -    unaudited financial statements of travelbyus.com for the three months
          ended December 31, 1999;

     -    financial projections of Aviation Group prepared and supplied by
          Aviation Group's management;

     -    financial projections of travelbyus.com prepared and supplied by
          travelbyus.com's management;

     -    public information concerning Aviation Group and travelbyus.com that
          CIBC World Markets deemed relevant;

     -    historical market prices and trading volume for shares of Aviation
          Group common stock and travelbyus.com common shares;

     -    certain publicly available financial data and historical trading price
          information for certain public companies CIBC World Markets deemed
          comparable to Aviation Group and travelbyus.com; and

     -    certain publicly available information for transactions CIBC World
          Markets deemed comparable to the arrangement.

     CIBC World Markets also performed such analyses and investigations and
reviewed such other information as it deemed appropriate and held discussions
with the senior management of Aviation Group and travelbyus.com with respect to
the business and prospects for future growth of Aviation Group and
travelbyus.com.

     In the course of its review, CIBC World Markets, at the direction of the
Aviation Group board of directors, relied upon and assumed, without independent
verification or investigation, the accuracy and completeness of all of the
financial and other information reviewed by it, including all of the financial
and other information reviewed by it that was provided to or discussed with it
by Aviation Group and travelbyus.com and their employees, representatives and
affiliates.  With respect to forecasts of future financial condition and
operating results of Aviation Group provided to CIBC World Markets or discussed
with it, CIBC World Markets assumed, at the direction of Aviation Group's
management, without independent verification or investigation, that these
forecasts were reasonably prepared on bases reflecting the best available
information, estimates and judgments of Aviation Group's management.  CIBC World
Markets further relied upon the assurance of management of Aviation Group that
they are unaware of any facts that would make the information provided to CIBC
World Markets incomplete in any meaningful respect or misleading in any respect.
With respect to forecasts of future financial condition and operating results of
travelbyus.com provided to CIBC World Markets or discussed with it, CIBC World
Markets assumed, at the direction of Aviation Group's management, without
independent verification or investigation, that such forecasts were reasonably
prepared on bases reflecting the best available information, estimates and
judgments of travelbyus.com's management.  CIBC World Markets further relied
upon the assurance of management of travelbyus.com that they are unaware of any
facts that would make the information provided to CIBC World Markets incomplete
in any meaningful respect or misleading in any respect.  CIBC World Markets
assumed no responsibility for and expressed no view as to any forecasts or the
information or assumptions on which they are based.

     CIBC World Markets neither made nor was provided with any independent
valuations or appraisals of any assets or liabilities of Aviation Group or
travelbyus.com and made no physical inspection of the properties or facilities
of Aviation Group or travelbyus.com or their affiliated entities.  CIBC World
Markets did not express any opinion as to the

                                       46
<PAGE>

underlying valuation, future performance or long term viability of Aviation
Group or the combined companies following the arrangement, or the price at which
Aviation Group common stock will trade subsequent to the arrangement. CIBC World
Markets further assumed, with the consent of Aviation Group's board, that:

     -    the representations and warranties of the parties contained in the
          arrangement agreement are true and correct;

     -    the arrangement will be consummated in accordance with the terms
          described in the arrangement agreement and related agreements, without
          any amendment to those terms;

     -    the arrangement will be accounted for under the purchase method in
          accordance with generally accepted accounting principles; and

     -    the arrangement will be consummated in a manner that complies in all
          material respects with all applicable federal, foreign, state and
          local statutes, rules, regulations and other laws.

     CIBC World Markets' opinion was necessarily also based upon the information
reviewed by it and general economic, financial and stock market conditions and
circumstances as they existed on the date of its opinion.

     In connection with rendering its opinion to the Aviation Group board, CIBC
World Markets performed a variety of financial analyses, the material portions
of which are summarized below.  The summary set forth below does not purport to
be a complete description of the analyses performed by CIBC World Markets.  In
addition, CIBC World Markets believes that its analyses must be considered as a
whole and that selecting portions of its analyses and the factors considered in
those analyses, without considering all factors and analyses, could create an
incomplete view of the analyses and processes on which CIBC World Markets'
opinion was based.  Certain of the financial analyses summarized below include
information presented in tabular format.  In order to understand CIBC World
Markets' financial analysis fully, the tables must be read together with the
text of each summary.  Considering the data set forth in the tables below
without considering the full narrative description of the financial analyses,
including the methodologies and assumptions underlying the analyses, could
create a misleading or incomplete view of CIBC World Markets' financial
analysis.

     The preparation of a fairness opinion is a complex process involving
subjective judgments and is not susceptible to partial analysis or summary
description.  CIBC World Markets performed certain procedures, including each of
the financial analyses described below, and reviewed with management of Aviation
Group the assumptions on which the analyses were based and other factors,
including historical, current and projected financial results.  The forecasts
for Aviation Group and travelbyus.com provided by management of Aviation Group
and travelbyus.com underlying CIBC World Markets' analyses are forward looking,
are not necessarily indicative of future results or values, which may be
significantly more or less favorable than such forecasts, and are subject to
numerous risks and uncertainties.  Estimates of values of companies do not
purport to be appraisals or necessarily reflect the prices at which companies or
their securities may be sold.

     The following is a brief summary of all material financial analyses
performed by CIBC World Markets in connection with its presentation to the
Aviation Group board on May 3, 2000.

     Comparable Companies Analysis

     Using publicly available information, CIBC World Markets compared financial
information for Aviation Group, excluding Global Leisure, with similar
information for seven selected companies that provide similar services and are
similar in size to Aviation Group, excluding Global Leisure, and compared
financial information for travelbyus.com with similar information for six
selected companies that provide similar services and are similar in size to
travelbyus.com.


     The comparable companies used for Aviation Group were:

     -    AAR Corporation,
     -    Aviation Sales Company,
     -    Aviall Inc.,

                                       47
<PAGE>

     -    Avteam Inc.,
     -    First Aviation Services, Inc.,
     -    HEICO Corporation, and
     -    Kellstrom Industries Inc.

     For each of these companies, CIBC World Markets calculated firm value
(market value of equity plus net debt) of the comparable company as a multiple
of its estimated revenues and as a multiple of its estimated earnings before
interest, taxes, depreciation and amortization, or EBITDA, for calendar years
2000 and 2001, which produced the following mean multiples.


                                             Mean
                                             ----

     Estimated 2000 Revenues ..............  0.9x
     Estimated 2000 EBITDA ................  8.5x
     Estimated 2001 Revenues ..............  1.0x
     Estimated 2001 EBITDA ................  6.2x

     Multiples 20% below and 20% above the mean multiples in the above table
were applied to the estimated revenues and EBITDA for Aviation Group, excluding
Global Leisure, for calendar years 2000 and 2001.  The results were then
adjusted to add the value of Global Leisure based on the value of the
consideration paid to acquire it, using the Black-Scholes method to value the
consideration paid in the form of warrants.  This produced an implied equity
reference range for Aviation Group's common stock of $2.19 to $3.89 per share.

     Because of the inherent differences between the businesses, operations,
financial conditions and prospects of Aviation Group and the businesses,
operations, financial conditions and prospects of the companies included in its
comparable company group, CIBC World Markets believes that it is inappropriate
to rely solely on the quantitative results of the analysis, and accordingly,
also made qualitative judgments concerning differences between the financial and
operating characteristics of Aviation Group and the comparable companies that
would affect the public trading values of Aviation Group and the comparable
companies.

     The comparable companies used for travelbyus.com were:

     -    Cheap Tickets, Inc.,
     -    Ebookers.com plc,
     -    Expedia, Inc.,
     -    Hotel Reservations Networks, Inc.,
     -    Travelocity.com, Inc., and
     -    Uniglobe.com Inc.

     For each of these companies, CIBC World Markets calculated firm value
(market value of equity plus net debt) of the comparable company as a multiple
of its estimated net revenues for calendar years 2000 and 2001, which produced
the following mean multiples.

                                            Mean
                                            ----

     Estimated 2000 Net Revenues .......... 7.4x
     Estimated 2001 Net Revenues .......... 3.8x

     Multiples 20% below and 20% above the mean multiples in the above table
were applied to the estimated net revenues for travelbyus.com for calendar years
2000 and 2001 to produce an implied equity reference range for travelbyus.com
common shares of $3.68 to $5.50 per share.

     Because of the inherent differences between the businesses, operations,
financial conditions and prospects of travelbyus.com and the businesses,
operations, financial conditions and prospects of the companies included in its
comparable company group, CIBC World Markets believes that it is inappropriate
to rely solely on the quantitative results of the analysis, and accordingly,
also made qualitative judgments concerning differences between the financial and

                                       48
<PAGE>

operating characteristics of travelbyus.com and the comparable companies that
would affect the public trading values of travelbyus.com and the comparable
companies.

     CIBC World Markets calculated a range of exchange ratios based on the
comparable companies analysis.  The low per share equity value for
travelbyus.com common shares was divided by the low per share equity value for
Aviation Group common stock.  The high per share equity value for travelbyus.com
common shares was divided by the high per share equity value for Aviation Group
common stock.  These calculations resulted in an implied exchange ratio
reference range of 1.42 to 1.68.  CIBC World Markets noted that the ratio of
1.00 being received by travelbyus.com shareholders in the arrangement is less
than the low end of this range.

     Precedent Transactions Analysis

     CIBC World Markets compared financial information for Aviation Group,
excluding Global Leisure, to similar information, to the extent publicly
available, from 14 transactions CIBC World Markets believed to be comparable to
the arrangement that occurred within the aviation services market since February
1, 1997.  CIBC World Markets also compared financial information for
travelbyus.com to similar information, to the extent publicly available, from 15
transactions CIBC World Markets believed to be comparable to the arrangement
that occurred within the online and offline travel services market since May 1,
1998.  These transactions were deemed to be comparable because they reflect
valuations paid in negotiated transactions among companies, both public and
private, that operate in these markets.

     The comparable transactions in the aviation services market that were used
in the analysis were:

     Target                                     Acquiror
     ------                                     --------

     Hudson General Corporation                 GlobeGround GmbH
     AMR Combs                                  Signature Flight Support Corp.
     Triad International Maintenance Company    Aviation Sales Company
     SMR Aerospace, Inc.                        BE Aerospace Inc.
     DeCrane Aircraft Holdings Inc.             DLJ Merchant Banking Partners
     McClain International                      Heico Corporation
     Aerocar Aviation Corp.                     Kellstrom Industries, Inc.
     Aircraft Service International Group       Ranger Aviation
     Whitehall Corp.                            Aviation Sales Group
     Kratz-Wilde Machine Company Inc.           Aviation Sales Company
     Aero Support USA Inc.                      Kellstrom Industries, Inc.
     Northwings Accessories, Corp.              Heico Corporation
     Greenwich Air Services Inc.                General Electric Company
     UNC Inc.                                   Greenwich Air Services, Inc.

For each of the transactions in the aviation services market, CIBC World Markets
calculated, to the extent possible, the firm value of the acquired company as a
multiple of revenues for the latest 12 months preceding the announcement of the
transaction, as a multiple of revenues for the next fiscal year following the
date of the announcement of the transaction and as a multiple of EBITDA for the
next fiscal year following the date of the announcement of the transaction.
These calculations produced the following mean multiples:

                                          Mean
                                          ----

     Latest Twelve Months Revenues .....  1.5x
     Next Fiscal Year Revenues .........  1.2x
     Next Fiscal Year EBITDA ...........  9.6x

     Multiples 20% below and 20% above the mean multiples in the above table
were applied to the estimated revenues for Aviation Group, excluding Global
Leisure, for the twelve months ended June 30, 2000 and to the estimated revenues
and EBITDA for Aviation Group, excluding Global Leisure, for calendar year 2000.
The results were then adjusted to add the value of Global Leisure based on the
value of the consideration paid to acquire it, using the Black-

                                       49
<PAGE>

Scholes method to value the consideration paid in the form of warrants. This
produced an implied equity reference range for Aviation Group's common stock of
$2.25 to $3.98 per share.

     Because the reasons for and the circumstances surrounding each of the
transactions analyzed were so diverse and because of the inherent differences in
the business, operations, financial condition and prospects of Aviation Group
and the businesses, operations, financial conditions and prospects of the
companies included in the aviation services precedent transactions group, CIBC
World Markets believes that a purely quantitative comparable transaction
analysis would not be particularly meaningful in the context of the arrangement.
CIBC World Markets believes that the appropriate use of comparable transaction
analysis in this instance involves qualitative judgments concerning the
differences between the characteristics of these transactions and the
arrangement that affect the acquisition values of the acquired companies and
Aviation Group.

     The comparable transactions in the online and offline travel services
market that were used in the analysis were:

     Target                                Acquiror
     ------                                --------

     Travel Services International, Inc.   Airtours plc
     Trip.com (remaining 80%)              Galileo International, Inc.
     Travelscape.com, Inc.                 Expedia, Inc.
     VacationSpot.com Corp.                Expedia, Inc.
     REZsolutions, Inc.                    Pegasus Solutions, Inc.
     Preview Travel, Inc.                  Travelocity, Inc.
     Hotel Reservations Network, Inc.      USA Networks Inc.
     Lifestyle Vacation Incentives, Inc.   Travel Services International, Inc.
     AHI International Corp.               Travel Services International, Inc.
     World Express Travel, Inc.            Navigant International, Inc.
     Arrington Travel Center, Inc.         Navigant International, Inc.
     Havas Voyages                         American Express Company
     Lexington Services Associates         Travel Services International, Inc.
     Goodfellow Enterprises, Inc.          Travel Services International, Inc.
     Landry & Kling, Inc.                  Travel Services International, Inc.

For each of the transactions in the online and offline travel services market,
CIBC World Markets calculated, to the extent possible, the firm value of the
acquired company as a multiple of net revenues for the latest 12 months
preceding the announcement of the transaction and as a multiple of net revenues
for the next fiscal year following the date of the announcement of the
transaction.  These calculations produced the following mean multiples:

                                               Mean
                                               ----

     Latest Twelve Months Net Revenues ...... 11.8x
     Next Fiscal Year Net Revenues ..........  4.5x

     Multiples 20% below and 20% above the mean multiples in the above table
were applied to the estimated revenues for travelbyus.com for the twelve months
ended June 30, 2000 and for calendar year 2000 to produce an implied equity
reference range for travelbyus.com common shares of $3.33 to $4.97 per share.

     Because the reasons for and the circumstances surrounding each of the
transactions analyzed were so diverse and because of the inherent differences in
the business, operations, financial condition and prospects of travelbyus.com
and the businesses, operations, financial conditions and prospects of the
companies included in the online and offline travel services precedent
transactions group, CIBC World Markets believes that a purely quantitative
comparable transaction analysis would not be particularly meaningful in the
context of the arrangement.  CIBC World Markets believes that the appropriate
use of comparable transaction analysis in this instance involves qualitative
judgments concerning the differences between the characteristics of these
transactions and the arrangement that affect the acquisition values of the
acquired companies and travelbyus.com.

                                       50
<PAGE>

     CIBC World Markets calculated a range of exchange ratios based on the
precedent transactions analysis.  The low per share equity value for
travelbyus.com common shares was divided by the low per share equity value for
Aviation Group common stock.  The high per share equity value for travelbyus.com
common shares was divided by the high per share equity value for Aviation Group
common stock.  These calculations resulted in an implied exchange ratio
reference range of 1.25 to 1.48.  CIBC World Markets noted that the ratio of
1.00 being received by travelbyus.com shareholders in the arrangement is less
than the low end of this range.

     Discounted Cash Flow Analysis

     Using a discounted cash flow analysis based on forecasts provided by
Aviation Group's management, CIBC World Markets estimated the present value of
the future streams of free cash flows that Aviation Group could produce during
the five fiscal years ending June 30, 2005.  In this analysis, CIBC World
Markets estimated the terminal value based on multiples of 7.0 to 8.0 times
Aviation Group's estimated EBITDA for the fiscal year ending June 30, 2005.  The
free cash flows and terminal values were discounted to present values using
discount rates of 20%, 25% and 30% .  After deducting debt, preferred and
minority interest from, and adding back cash to, the present value of free cash
flows and terminal values, this analysis produced an implied equity reference
range for Aviation Group common stock of $7.00 to $14.71 per share.

     Using a discounted cash flow analysis based on forecasts provided by
travelbyus.com's management, CIBC World Markets estimated the present value of
the future streams of free cash flows that travelbyus.com could produce during
the five fiscal years ending September 30, 2005.  In this analysis, CIBC World
Markets estimated the terminal value based on multiples of 7.0 to 8.0 times
travelbyus.com's estimated EBITDA for the fiscal year ending September 30, 2005.
The free cash flows and terminal values were discounted to present values using
discount rates of 20%, 25% and 30% .  After deducting debt, preferred and
minority interest from, and adding back cash to, the present value of free cash
flows and terminal values, this analysis produced an implied equity reference
range for travelbyus.com common shares of $7.69 to $12.51 per share.

     CIBC World Markets calculated a range of exchange ratios based on the
discounted cash flow analysis.  The low per share equity value for
travelbyus.com common shares was divided by the low per share equity value for
Aviation Group common stock.  The high per share equity value for travelbyus.com
common shares was divided by the high per share equity value for Aviation Group
common stock.  These calculations resulted in an implied exchange ratio
reference range of 0.85 to 1.10.  CIBC World Markets noted that the ratio of
1.00 being received by travelbyus.com shareholders in the arrangement is within
this range.

     Fifty-Two Week Trading Range

     CIBC World Markets reviewed the closing trading prices for Aviation Group
common stock for the fifty-two week period ended April 28, 2000.  During this
period, Aviation Group's common stock closed at a low of $0.50 per share and a
high of $10.00 per share.

     CIBC World Markets reviewed the closing trading prices for travelbyus.com
common shares for the fifty-two week period ended April 28, 2000.  During this
period, travelbyus.com's common shares closed at a low of $0.24 per share and a
high of $3.75 per share.

     Pro Forma Analysis of Arrangement:

     CIBC World Markets analyzed the pro forma impact of the arrangement on
Aviation Group's projected earnings per share in fiscal years 2001, 2002 and
2003, based on managements' financial projections for Aviation Group and
travelbyus.com.  Based on the exchange ratio of 1.00 in the arrangement, this
analysis indicated that the arrangement would be substantially dilutive to
Aviation Group's earnings per share in each of those fiscal years.

                                       51
<PAGE>

     General

     The foregoing is a summary of the financial analyses used by CIBC World
Markets in connection with rendering its opinion but does not purport to be a
complete description of the analyses performed by CIBC World Markets.  The
preparation of a fairness opinion is a complex process and involves various
determinations as to the most appropriate and relevant methods of financial
analysis and the application of these methods to the particular circumstances,
and therefore is not necessarily susceptible to a partial analysis or summary
description.  CIBC World Markets believes that its analyses must be considered
as a whole and that selecting portions of its analyses, without considering the
analyses taken as a whole, would create an incomplete view of the process
underlying the analyses set forth in the opinion.  In addition, CIBC World
Markets considered the results of all such analyses and did not assign relative
weights to any of the analyses, so that the ranges of valuations resulting from
any particular analysis described below should not be taken to be CIBC World
Markets' view of Aviation Group or the combined entity.  No company used in the
comparable company analyses summarized above is identical to Aviation Group, and
no transaction used in the comparable transaction analysis is identical to the
arrangement.  Any analysis of the fairness of the arrangement, from a financial
point of view, to the shareholders of Aviation Group involves complex
considerations and judgments concerning differences in the potential financial
and operating characteristics of the comparable companies and transactions and
other factors in relation to the trading and acquisition values of comparable
companies.  Analyses based upon forecasts of future results are not necessarily
indicative of actual future results, which may be significantly more or less
favorable than those suggested by such analyses.  As described above, CIBC World
Markets' opinion and the related presentation to the Aviation Group board on May
3, 2000 was one of many factors taken into consideration by the Aviation Group
board in making its determination to approve the arrangement agreement.  The
foregoing summary does not purport to be a complete description of the analyses
performed by CIBC World Markets.

     CIBC World Markets was selected by Aviation Group because of CIBC World
Markets' qualifications and expertise in the travel services industry and in
providing valuations of businesses and securities in connection with
acquisitions and mergers, underwritings, secondary distributions of securities,
private placements and valuations for other purposes.  In its ordinary course of
business, CIBC World Markets and its affiliates may actively trade securities of
Aviation Group and travelbyus.com for their own accounts and for the accounts of
their customers and, accordingly, may at any time hold long or short positions
in such securities.  CIBC World Markets may in the future provide investment
banking or other financial advisory services to Aviation Group or
travelbyus.com.

     In furnishing its opinion, CIBC World Markets does not admit that it is an
expert within the meaning of the term "expert" as used in the Securities Act,
nor does it admit that its opinion constitutes a report or valuation within the
meaning of the Securities Act.

     Pursuant to a letter agreement dated March 23, 2000, which was modified by
a letter agreement dated May 5, 2000, Aviation Group engaged CIBC World Markets
in connection with the arrangement.  Pursuant to the terms of this agreement,
Aviation Group paid CIBC World Markets a retainer of $50,000 and agreed to
reimburse CIBC World Markets for certain expenses incurred.  Aviation Group also
agreed to pay CIBC World Markets a fee of $350,000 for rendering its fairness
opinion.  Aviation Group also agreed to indemnify CIBC World Markets against
certain liabilities, including liabilities under United States federal
securities laws.

Conflicts of Interests of Certain Persons in the Arrangement

     The determinations of the boards of Aviation Group and travelbyus.com to
participate in the arrangement may have been affected by conflicts of interest.
In particular:

     -    If approved by the shareholders of Aviation Group, three directors of
          Aviation Group will be able to exercise warrants to purchase an
          aggregate of 150,000 shares of Aviation Group common stock at the
          pre-transaction trading price $1.50 per share at any time after
          completion of the arrangement until February 2005. See "Other Aviation
          Group Special Meeting Proposals-Proposal No. 7: Ratification of
          Warrants to Purchase 150,000 Shares of Aviation Group Common Stock."

     -    In February 2000, the boards of directors of Aviation Group and
          travelbyus.com made their initial determinations to proceed with the
          proposed arrangement. In early March 2000, when travelbyus.com

                                       52
<PAGE>

          made its initial $2 million investment in Aviation Group, two
          executive officers of travelbyus.com, including William Kerby, were
          appointed to serve as travelbyus.com's representatives on the board of
          directors of Aviation Group. Mr. Kerby was also appointed as President
          and Chief Executive Officer of Aviation Group and is also a director,
          Vice Chairman and Chief Executive Officer of travelbyus.com. The
          second travelbyus.com representative resigned in early May 2000, and
          John Fenyes was appointed as his replacement. Mr. Fenyes is also a
          director and executive officer of travelbyus.com. Both Mr. Kerby and
          Mr. Fenyes are also shareholders of travelbyus.com. At the time of the
          final approval of the arrangement by the boards of directors of
          Aviation Group and travelbyus.com in early May 2000, Mr. Kerby and Mr.
          Fenyes, in their respective capacities as directors of both companies,
          owed fiduciary duties to both Aviation Group and travelbyus.com. These
          duties represent a potential conflict of interest for both Mr. Kerby
          and Mr. Fenyes. In addition, as to Aviation Group, their shareholdings
          in travelbyus.com represented a conflict of interest.

The directors of Aviation Group and travelbyus.com were aware of these interests
and considered them before their final unanimous approval of the arrangement.

Accounting Treatment

     The combined companies will account for the transaction under the purchase
method of accounting as if travelbyus.com had acquired Aviation Group and had
recapitalized under the capital structure of Aviation Group. Accordingly, the
combined company will record the assets and liabilities of Aviation Group as
being acquired by travelbyus.com in the arrangement.

Consequences under Securities Laws; Resale of Exchangeable Shares and Aviation
Group Shares

     United States.  The issuance of exchangeable shares to travelbyus.com
shareholders will not be registered under U.S. federal securities laws. These
shares will be issued in reliance upon the exemption provided by Section
3(a)(10) of the Securities Act of 1933.  Section 3(a)(10) exempts securities
issued in exchange for one or more bona fide outstanding securities from the
general requirement of registration where the terms and conditions of the
issuance and exchange of those securities have been approved by any court, after
a hearing upon the fairness of the terms and conditions of the issuance and
exchange at which all persons to whom the securities will be issued have the
right to appear.

     In connection with the arrangement, the Ontario Supreme Court of Justice
will conduct a hearing to determine the fairness of the terms and conditions of
the arrangement, including the proposed issuance of securities in exchange for
other outstanding securities.  The court entered its interim order
on______________, 2000.  If the arrangement is approved by travelbyus.com
shareholders, a hearing on the fairness of the arrangement will be held on
_______________, 2000 by the court.  See "Proposal No. 1 The Arrangement-
Regulatory Approval" on page 39.

     Aviation Group has registered under the Securities Act, pursuant to a
registration statement of which this joint proxy statement/prospectus forms a
part, the shares of Aviation Group common stock that may be issued from time to
time upon the exchange of the exchangeable shares and upon the exercise of the
replacement options.

     There will be no U.S. federal securities law restrictions upon the resale
or transfer of the shares by shareholders, except for those shareholders who are
considered "affiliates" of travelbyus.com, as that term is defined in Rule 144
and Rule 145 adopted under the Securities Act.  Exchangeable shares and shares
of Aviation Group common stock received by those shareholders who are considered
to be "affiliates" of travelbyus.com may be resold without registration only as
provided for by Rule 145 or as otherwise permitted under the Securities Act.
Aviation Group has registered the resale of shares of Aviation Group common
stock to be received by certain "affiliates" of travelbyus.com in exchange for
the exchangeable shares.  For a listing of these "affiliates," the number of
shares being offered by them for resale and their plans for distribution, see
"Selling Shareholders" and "Plan of Distribution."  Persons who may be
considered to be affiliates of travelbyus.com generally include individuals or
entities that control, are controlled by, or are under common control with
travelbyus.com and may include the executive officers and directors of
travelbyus.com as well as its principal shareholders.

     Canada.  Aviation Group, its Canadian subsidiary and travelbyus.com will
apply for rulings or orders of certain securities regulatory authorities in
Canada to permit the issuance of the exchangeable shares and the shares of
Aviation

                                       53
<PAGE>

Group common stock upon exchange of exchangeable shares and upon exercise of the
replacement options. Application will be made to permit resale of those shares
in various jurisdictions without restriction by persons other than "control
persons."

Ongoing Canadian Reporting Obligations

     After the arrangement is completed, the sole outstanding common share of
travelbyus.com will be owned by a Canadian subsidiary of Aviation Group.  As the
issuer of the exchangeable shares, travelbyus.com will continue to have
reporting obligations in certain of the Canadian provinces and territories.
Applications are being or will be made for certain exemptions from statutory
financial and reporting requirements, including exempting insiders of
travelbyus.com from the requirements of filing reports of trades of
travelbyus.com securities.  These exemptions depend on Aviation Group continuing
to file with the relevant securities regulatory authorities and sending to
holders of the exchangeable shares copies of certain reports it files with the
SEC.  If these exemptions are obtained, holders of exchangeable shares will not
receive separate financial statements of travelbyus.com.  Consistent with the
foregoing, travelbyus.com will also apply for an exemption from certain
requirements of the Ontario Business Corporations Act, including those
respecting proxy solicitation, the establishment of an audit committee and
insider reporting.

Fees and Expenses

     The combined estimated fees and expenses of Aviation Group and
travelbyus.com in connection with the arrangement, including financial advisors'
fees, filing fees, legal and accounting fees, soliciting dealer fees and
printing and mailing costs, is approximately $2.5 million.  These fees and
expenses are reflected in the unaudited pro forma condensed combined financial
statements included elsewhere in this joint proxy statement/prospectus.

Dissenters' Rights

     Under applicable law, Aviation Group shareholders do not have rights to
dissent or to appraisal of the value of their shares in connection with the
arrangement.

     As indicated in the notice of the travelbyus.com meeting, any holder of
travelbyus.com common shares is entitled to be paid the fair value of all, but
not less than all, of those shares in accordance with section 185 of the Ontario
Business Corporations Act if the shareholder dissents to the arrangement and the
arrangement becomes effective.  A holder of travelbyus.com common shares is not
entitled to dissent with respect to the arrangement if he votes any of such
shares in favor of the proposal, and therefore, the special resolution
authorizing the arrangement.  The execution or exercise of a proxy does not
constitute a written objection for purposes of the Ontario Business Corporations
Act.

     The following summary is not a complete statement of the procedures to be
followed by a dissenting shareholder under the Ontario Business Corporations
Act.  The Ontario Business Corporations Act requires adherence to the procedures
and failure to do so may result in the loss of all dissenter's rights.
Accordingly, each shareholder who might desire to exercise dissenter's rights
should carefully consider and comply with the provisions of section 185 and
consult his legal adviser.  The full text of section 185 of the Ontario Business
Corporations Act is set out in Appendix I  to this joint proxy
statement/prospectus.

     A dissenting shareholder who seeks payment of the fair value of his
travelbyus.com common shares is required to send a written objection to the
special resolution to travelbyus.com at or prior to the travelbyus.com meeting.
The address for travelbyus.com for such purpose is travelbyus.com ltd., 204-3237
King George Highway, South Surrey, British Columbia V4P 1B7, Attention:
Secretary.  A vote against the proposal, and therefore, the special resolution
or withholding a vote does not constitute a written objection.

     Within 10 days after the proposal, and therefore, the special resolution,
is approved by shareholders, travelbyus.com, must so notify the dissenting
shareholder who is then required, within 20 days after receipt of such notice,
or if he does not receive such notice within 20 days after he learns of the
approval of the special resolution, to send to travelbyus.com, a written notice
containing his name and address, the number and class of shares in respect of
which he dissents and a demand for payment of the fair value of such shares and,
within 30 days after sending such written notice, to send travelbyus.com or its
transfer agent, Montreal Trust, the appropriate share certificate or
certificates.  If the proposal contemplated in the special resolution becomes
effective, travelbyus.com is required to determine the fair value

                                       54
<PAGE>

of the shares and to make a written offer to pay such amount to the dissenting
shareholder. If such offer is not made or not accepted within 50 days after the
proposal and the special resolution becomes effective, travelbyus.com may apply
to the court to fix the fair value of such shares. There is no obligation on
travelbyus.com to apply to the court. If travelbyus.com fails to make such an
application, a dissenting shareholder has the right to so apply within a further
20 days. If an application is made by either party, the dissenting shareholder
will be entitled to be paid the amount fixed by the court. The fair value of the
travelbyus.com common shares as determined for such purpose by a court will not
necessarily be the same as and could vary significantly from the fair market
value of such shares as determined for the arrangement.

     Persons who wish to dissent and who are beneficial owners of travelbyus.com
common shares registered in the name of a broker, custodian, nominee or other
intermediary should be aware that ONLY A REGISTERED SHAREHOLDER IS ENTITLED TO
DISSENT.  A shareholder who beneficially owns travelbyus.com common shares but
is not the registered holder thereof, should contact the registered holder for
assistance.

Exchange of travelbyus.com Common Share Certificates

     At the effective time of the arrangement, all travelbyus.com common shares,
other than the common share to be owned by Aviation Group's Canadian subsidiary,
will cease to be outstanding and will automatically be canceled and retired.
Each certificate formerly representing travelbyus.com common shares will
represent ownership of the right to receive the exchangeable shares issuable in
the arrangement until those certificates are surrendered to the exchange agent.
The exchange agent for the arrangement is Montreal Trust Company of Canada.

     As soon as possible after the completion of the arrangement, the exchange
agent will mail to travelbyus.com shareholders a form of letter of transmittal
and instructions for use in exchanging travelbyus.com common share certificates
for exchangeable share certificates.  When a travelbyus.com shareholder
surrenders the holder's share certificates, together with a signed letter of
transmittal, they will receive in exchange certificate(s) representing the whole
exchangeable shares to which they are entitled.

     If you are a holder of travelbyus.com common shares and are contemplating
voting against the arrangement and requesting dissenter's rights, please see
"Dissenters' Rights" above for a detailed explanation of the procedures for
doing so.

     travelbyus.com shareholders should not send share certificates to the
exchange agent until they receive a letter of transmittal.

     The letter of transmittal will also contain an election form where a
travelbyus.com shareholder may elect to exchange the holder's exchangeable
shares for shares of Aviation Group common stock.  To obtain shares of Aviation
Group common stock in exchange for exchangeable shares, the travelbyus.com
shareholder must elect on the letter of transmittal to effect the exchange and
return the signed letter of transmittal with the holder's common share
certificates to the exchange agent.

     If necessary because of any adjustment, cash will be paid for any
fractional shares of Aviation Group common stock resulting from the exchange.
Upon surrender of the letter of transmittal and the certificate representing
travelbyus.com common shares, the holder will receive in exchange a certificate
representing a whole number of shares of Aviation Group common stock and a check
or the right to receive a check representing the amount of cash in lieu of
fractional shares.  No interest will be paid on any cash in lieu of fractional
shares.

Treatment of Outstanding travelbyus.com Stock Options and Warrants

     On May 31, 2000, travelbyus.com had outstanding various options and
warrants.  These options, when vested, would be exercisable to acquire a total
of approximately 5,986,500 travelbyus.com common shares at prices between
Cdn$0.12 and Cdn$4.90 with various expiration dates through January 2005.  The
warrants are exercisable to acquire a total of approximately 14,807,340
travelbyus.com common shares at prices between Cdn$0.68 and Cdn$3.50 with
various expiration dates to December 2002, except that 7,760,000 of the warrants
are special warrants for which the exercise price has already been received by
travelbyus.com.

                                       55
<PAGE>

     After completion of the arrangement, with the consent of the optionholder,
each outstanding travelbyus.com option will be exchanged for a replacement
option issued under Aviation Group's 1997 stock option plan.  Each replacement
option will entitle its holder to purchase a number of shares of Aviation Group
common stock equal to the number of common shares of travelbyus.com for which it
was exercisable.  The replacement option will provide for an exercise price per
share of Aviation Group common stock equal to the exercise price per share of
the travelbyus.com option immediately prior to the effectiveness of the
arrangement converted from Canadian dollars to U.S. dollars at the noon spot
rate announced by the Federal Reserve on the third business day immediately
preceding the effective date of the arrangement.  The term to expiration of the
option and the vesting schedule will be unchanged.  The replacement option will
be subject to the terms and conditions of Aviation Group's 1997 stock option
plan.  See "Proposal 6.  Adoption of Amendment to Aviation Group's 1997 Stock
Option Plan" for a detailed discussion of the plan.

     Each outstanding travelbyus.com warrant will  remain outstanding and be
exercisable for exchangeable shares after completion of the arrangement.  Each
warrant will continue to entitle its holder to purchase the same number of
exchangeable shares as the number of common shares of travelbyus.com for which
it was exercisable.  The exercise price, term to expiration of the  warrants and
all other terms and conditions of the warrant will otherwise remain unchanged.
Any document or agreement previously evidencing a travelbyus.com warrant will
remain unchanged.

Representations and Warranties

     The arrangement agreement contains representations and warranties by each
of Aviation Group and travelbyus.com relating to, among other things:

     -    organization, qualification, standing and similar corporate matters
          for it and its subsidiaries;

     -    the authorization, performance and enforceability of the arrangement
          agreement;

     -    the absence of any violation of its governing instruments or
          applicable laws and agreements, governmental filings, authorizations
          and consents required to complete the arrangement;

     -    its capital structure, including the number of authorized shares and
          the number of shares outstanding;

     -    the filing of all required securities reports and financial statements
          with securities regulators and Nasdaq or The Toronto Stock Exchange;

     -    the absence of any untrue statements of material facts or omission of
          material facts in the documents it filed with securities regulators;

     -    the fair presentation of its financial condition in the financial
          statements it filed with securities regulators;

     -    the absence of any material adverse changes or events relating to its
          business and properties, its capital stock or compensation of any of
          its employees since the date of its most recent consolidated balance
          sheet filed with the securities regulators;

     -    its compliance with all material applicable laws and disclosure of all
          material litigation;

     -    that its employee benefit matters, labor matters, tax matters,
          intellectual property matters and insurance matters all are as stated
          in the arrangement agreement;

     -    that its material contracts and debt instruments are as stated in the
          arrangement agreement, and that it will continue its business
          relationships as stated in the arrangement agreement; and

     -    the absence of any broker or financial advisor fees to be paid by it
          in connection with the arrangement, other than those being paid to its
          financial advisors.

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<PAGE>

Conditions of the Arrangement

     Completion of the arrangement is dependent upon the fulfillment of a number
of conditions, including the following material conditions:

     -    the final approval of the arrangement by the Ontario court;

     -    the approval of the arrangement by the holders of at least a majority
          of the shares of Aviation Group common stock represented at the
          Aviation Group special meeting, whether by proxy or in person, and at
          least two- thirds of the travelbyus.com common shares voted at the
          travelbyus.com special meeting, in person or by proxy;

     -    the execution by Aviation Group and travelbyus.com of the voting and
          exchange trust agreement and the support agreement;

     -    the shares of Aviation Group common stock offered in exchange for
          exchangeable shares having been approved for listing on the American
          Stock Exchange or Nasdaq's SmallCap or National Market;

     -    the exchangeable shares having been approved for listing on The
          Toronto Stock Exchange;

     -    all necessary consents from third parties having been obtained;

     -    each party having performed its obligations under the arrangement
          agreement in all material respects;

     -    no restraining order, injunction, order or decree of any court having
          been issued;

     -    the delivery of opinions of legal counsel;

     -    travelbyus.com shareholders holding an aggregate of more than 5% of
          the outstanding common shares must not have exercised their dissent
          rights;

     -    the filing by the parties of all documents and instruments required to
          be filed with governmental entities;

     -    the approval by the holders of at least two-thirds of the outstanding
          shares of Aviation Group common stock of an amendment to Aviation
          Group's articles of incorporation to increase the authorized number of
          shares of Aviation Group common stock; and

     -    no action having been taken by any state or federal government or
          agency which would prevent the arrangement or impose material
          conditions on the arrangement.

     The arrangement agreement permits each of the parties to waive any of the
conditions that are for its benefit.  If either party elects to waive any of
these material conditions, this joint proxy statement/prospectus will be amended
or supplemented, as appropriate, and will be recirculated to the affected
shareholders if the waiver occurs  prior to approval of the arrangement by the
shareholders.  If any of these material conditions to the arrangement is waived
after the parties receive shareholder approval, the shareholders of a party
adversely affected by the waiver will be asked to reapprove the arrangement.

Termination of the Arrangement Agreement and Payment of Fees

     The arrangement agreement may be terminated at any time prior to the
effective date in the following circumstances:

     -    by mutual agreement;

                                       57
<PAGE>

     -    by travelbyus.com or Aviation Group, if the transaction has not been
          consummated on or prior to September 30, 2000, or in certain limited
          circumstances, December 31, 2000, so long as the terminating party has
          not failed to fulfill any material obligation under the arrangement
          agreement;

     -    by travelbyus.com, if Aviation Group materially breaches any
          representation, warranty, covenant or agreement set forth in the
          arrangement agreement;

     -    by Aviation Group, if travelbyus.com materially breaches any
          representation, warranty, covenant or agreement set forth in the
          arrangement agreement;

     -    by travelbyus.com or Aviation Group, if the required approvals of the
          shareholders of both companies are not approved;

     -    by travelbyus.com, if the board of directors of travelbyus.com
          determines that another proposed acquisition constitutes a superior
          proposal and travelbyus.com pays a termination fee of $1.0 million;
          and

     -    by Aviation Group, if the board of directors of Aviation Group
          determines that another proposed acquisition constitutes a superior
          proposal and Aviation Group pays a termination fee of $1.0 million.

Arrangement Mechanics

     When the arrangement becomes effective, the following events will occur in
the following order:

     -    each outstanding travelbyus.com common share, other than shares held
          by dissenting shareholders who are ultimately entitled to be paid the
          fair value of their shares, will be automatically transferred by the
          holder to travelbyus.com in exchange for one fully-paid and
          non-assessable exchangeable share. This one-for-one ratio, subject to
          adjustment, is sometimes referred to as the exchange ratio;

     -    each travelbyus.com option will be exchanged for a replacement option
          that is exercisable for the same number of shares of Aviation Group
          common stock on the same terms;

     -    Aviation Group will issue and deposit the special voting share with
          the trustee; and

     -    the Canadian subsidiary of Aviation Group will become the holder of
          the sole outstanding common share of travelbyus.com.

     Immediately following the effectiveness of the arrangement,
travelbyus.com's outstanding capital stock will consist of approximately 75.1
million exchangeable shares, all of which will be held by the former
travelbyus.com common shareholders, and one common share, which will be held by
the Canadian subsidiary of Aviation Group. Assuming all exchangeable shares are
immediately exchanged for Aviation Group common stock, based on the number of
shares of Aviation Group common stock and travelbyus.com common shares
outstanding as of May 10, 2000, existing travelbyus.com shareholders will hold
approximately 95% of the outstanding Aviation Group common stock.

     The exchange ratio is subject to adjustment on any stock split, reverse
stock split, stock dividend, recapitalization or other like change with respect
to Aviation Group common stock or travelbyus.com common shares prior to the
effectiveness of the arrangement.

     In the event the exchange ratio is adjusted, no fractional exchangeable
shares will be delivered in exchange for travelbyus.com common shares pursuant
to the arrangement.  Each travelbyus.com shareholder otherwise entitled to a
fractional interest in an exchangeable share will receive a cash payment equal
to the product of the fractional interest, multiplied by the average per share
closing price of Aviation Group common stock on Nasdaq during the 20 consecutive
trading days ending on the third business day prior to the effective date of the
arrangement, without interest.

     See "Exchange of travelbyus.com Common Share Certificates" for procedures
to be followed in order to obtain certificates representing the exchangeable
shares issuable in the arrangement.

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<PAGE>

Description of Exchangeable Shares

General

     The exchangeable shares will be exchangeable for Aviation Group common
stock at any time at the option of the holder.  Holders of exchangeable shares
will also be entitled to receive, subject to applicable law, dividends
equivalent to all dividends paid on the Aviation Group common stock, if any.
Cash dividends will be payable in U.S. dollars or the Canadian dollar
equivalent.  The record date and payment date for dividends on the exchangeable
shares will be the same as the relevant date for the corresponding dividends on
the Aviation Group common stock.  Holders of exchangeable shares will also be
entitled to participate in any liquidation of Aviation Group through the
automatic exchange right.

Retraction of Exchangeable Shares

     Holders of exchangeable shares will be entitled at any time to require
travelbyus.com to redeem any or all of their exchangeable shares for a
retraction price per share equal to the exchangeable share consideration.  The
term exchangeable share consideration for purposes of a retraction, redemption
or exchange means certificates representing the total number of shares of
Aviation Group common stock required to be delivered, a check for any declared
and unpaid cash dividends and any stock or property constituting any declared
and unpaid non-cash dividends on the exchangeable shares.  A holder may retract
the exchangeable shares by presenting the certificates representing the
exchangeable shares to travelbyus.com or the trustee, a retraction request
indicating the number of exchangeable shares the holder desires to retract and
the date on which the holder desires to receive the retraction price, and any
other documents required by the transfer agent.

     When a holder requests travelbyus.com to redeem retracted shares, Aviation
Group and the Canadian subsidiary of Aviation Group will have an overriding call
right to purchase all of the retracted shares directly from the holder on the
terms of the holder's retraction request.  Upon receipt of a retraction request,
travelbyus.com will immediately notify Aviation Group and the Canadian
subsidiary of Aviation Group.  Aviation Group and its Canadian subsidiary must
advise travelbyus.com within two business days as to whether it will exercise
the retraction call right.  If Aviation Group and its Canadian subsidiary do not
so advise travelbyus.com, travelbyus.com will notify the holder as soon as
possible that Aviation Group and its Canadian subsidiary will not exercise the
retraction call right.  If Aviation Group and its Canadian subsidiary advise
travelbyus.com that they will exercise the retraction call right and the request
to retract is not revoked by the holder, the request to retract will be
considered to be an offer by the holder to sell the retracted shares to Aviation
Group or its Canadian subsidiary.

     A holder may revoke its request to retract in writing at any time prior to
the close of business on the business day preceding the retraction date.  If the
request is revoked, the retracted shares will not be purchased by Aviation Group
or its Canadian subsidiary or redeemed by travelbyus.com.  If the holder does
not revoke its request to retract, on the retraction date the retracted shares
will be purchased by Aviation Group or its Canadian subsidiary or redeemed by
travelbyus.com. travelbyus.com, Aviation Group, its Canadian subsidiary or the
transfer agent will deliver the aggregate retraction price to the holder.

     If solvency law requirements do not permit travelbyus.com to redeem all
retracted shares and neither Aviation Group nor its Canadian subsidiary have
exercised the retraction call right, travelbyus.com will redeem only those
retracted shares tendered by the holder, rounded down to a whole number of
shares, as permitted by law.  If the redemption would be contrary to law,
travelbyus.com will redeem the shares on a pro rata basis.  On the retraction
date, Aviation Group or its Canadian subsidiary will be required to purchase the
retracted shares not redeemed by travelbyus.com because it would be contrary to
law in accordance with the voting and exchange trust agreement.

Redemption of Exchangeable Shares

     The outstanding exchangeable shares will be redeemed by travelbyus.com for
a redemption price per share equal to the exchangeable share consideration upon
the earliest of any of the following:

     -    January 1, 2003;

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<PAGE>

     -    the date selected by the travelbyus.com board of directors at a time
          when less than 15% of the exchangeable shares, other than those held
          by Aviation Group or its Canadian subsidiary, are outstanding;

     -    any sale of a majority of the outstanding voting stock of Aviation
          Group or any merger, amalgamation or any proposal to do so if the
          board of directors determines redemption is necessary;

     -    any sale of a majority of the then outstanding voting shares of
          travelbyus.com by Aviation Group or any affiliate of Aviation Group to
          a third party, any merger, amalgamation or tender offer or any
          proposal to do so if the board of directors determines redemption is
          necessary;

     -    the business day before the record date for any meeting or vote of
          travelbyus.com shareholders to consider a matter on which the holders
          of exchangeable shares would not be entitled to vote; or

     -    the business day after the holders of exchangeable shares fail to take
          action required to approve or disapprove a proposal intended to
          maintain the legal and economic equivalence of the exchangeable shares
          with the Aviation Group common stock.

     When travelbyus.com is required to redeem the exchangeable shares, Aviation
Group or its Canadian subsidiary have an overriding redemption call right to
purchase all of the exchangeable shares outstanding, excluding exchangeable
shares held by Aviation Group and its subsidiaries, for a purchase price per
share equal to the redemption price.  Upon the exercise of the redemption call
right, holders will be required to sell their exchangeable shares to Aviation
Group or its Canadian subsidiary and travelbyus.com's redemption obligation will
terminate.

     On or before the redemption date, upon the holder's surrender of the
certificates representing the exchangeable shares and proper transfer documents,
travelbyus.com, Aviation Group or its Canadian subsidiary will deliver the
exchangeable share consideration to the holder by mailing it to the holder's
address on file with the transfer agent or by holding the consideration for the
holder to pick up at the registered office of travelbyus.com or the office of
the transfer agent, as specified in the written notice of redemption.  In each
case, any amounts required to be withheld for tax may be deducted from the
consideration.

Exchange Put Right

     Holders of exchangeable shares have the right at any time to require
Aviation Group or its Canadian subsidiary to purchase all or any part of the
exchangeable shares owned by those holders for an exchange price equal to the
exchangeable share consideration.  A holder of exchangeable shares may exercise
this exchange put right by presenting a certificate or certificates to the
trustee representing the number of exchangeable shares the holder desires to
sell, together with a notice indicating the number of exchangeable shares the
holder desires to sell, and any other documents as may be required to effect the
transfer of the exchangeable shares.

Voting Rights

     On the effective date of the arrangement, Aviation Group, its Canadian
subsidiary, travelbyus.com and the trustee will enter into the voting and
exchange trust agreement in substantially the form attached to this joint proxy
statement/prospectus as Appendix D.  The holders of the exchangeable shares will
not be entitled to vote at any meeting of shareholders of travelbyus.com except
for certain approval rights intended to protect their rights and benefits and
otherwise as required by law.  See "The Voting and Exchange Trust Agreement"
below.

Dividend Rights

     Holders of exchangeable shares will be entitled to receive dividends as
follows:

     -    in the case of a cash dividend declared on the Aviation Group common
          stock, an amount in cash for each exchangeable share corresponding to
          the cash dividend declared on each share of Aviation Group common
          stock;

                                       60
<PAGE>

     -    in the case of a stock dividend declared on the Aviation Group common
          stock to be paid in shares of Aviation Group common stock, the number
          of exchangeable shares for each exchangeable share equal to the number
          of shares of Aviation Group common stock to be paid on each share of
          Aviation Group common stock; or

     -    in the case of a dividend declared on the Aviation Group common stock
          in property other than cash or Aviation Group common stock, the type
          and amount of property as is the same as the type and amount of
          property declared as a dividend on each share of Aviation Group common
          stock.

Cash dividends on the exchangeable shares are payable in U.S. dollars or the
Canadian dollar equivalent.  The declaration date, record date and payment date
for dividends on the exchangeable shares will be the same as the date for the
corresponding dividends on the Aviation Group common stock.

Liquidation Rights With Respect to travelbyus.com

     Holders of exchangeable shares will also be entitled to receive
travelbyus.com assets if travelbyus.com is liquidated, dissolved or wound up,
before distribution of any assets to the holder of the travelbyus.com common
share.  If travelbyus.com is liquidated, dissolved or wound up, Aviation Group
and its Canadian subsidiary will have an overriding liquidation call right to
purchase all of the exchangeable shares, other than exchangeable shares held by
Aviation Group or its subsidiaries, from the holders for a purchase price equal
to the exchangeable share consideration described above.

     If Aviation Group or its Canadian subsidiary chooses to purchase the
exchangeable shares, it will give written notice to the transfer agent at least
55 days before liquidation.  The transfer agent will notify the holders as to
whether Aviation Group or its Canadian subsidiary will exercise this right.  If
Aviation Group or its Canadian subsidiary does not choose to purchase the
exchangeable shares, travelbyus.com will pay the exchangeable share
consideration to each holder.

Ranking

     The exchangeable shares will rank senior to the travelbyus.com common share
and any other shares ranking junior to the exchangeable shares with respect to
the payment of dividends and the distribution of assets in the event of a
liquidation, dissolution or winding up of travelbyus.com, whether voluntary or
involuntary.

Certain Restrictions

     Approval of the holders of the exchangeable shares will be required for
travelbyus.com to:

     -    pay any dividends on the travelbyus.com common share or any other
          shares ranking junior to the exchangeable shares, other than stock
          dividends payable in other shares ranking junior to the exchangeable
          shares;

     -    redeem, purchase or make any capital distribution on the
          travelbyus.com common share or any other shares ranking junior to the
          exchangeable shares with respect to the payment of dividends or on any
          liquidation distribution; or

     -    redeem or purchase any other shares of travelbyus.com ranking equally
          with the exchangeable shares with respect to the payment of dividends
          or on any liquidation distribution.

     These restrictions will not apply at any time when the dividends on the
outstanding exchangeable shares corresponding to dividends declared and paid on
the Aviation Group common stock have been declared and paid in full.

Amendment of Terms of Exchangeable Shares

     The rights, privileges, restrictions and conditions attaching to the
exchangeable shares may be amended only with the approval of a majority of the
votes cast by holders of exchangeable shares at a duly called meeting at which a
quorum is present.

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<PAGE>

Covenants

     The parties to the arrangement agreement made a number of covenants or
promises to each other.  Each of travelbyus.com and Aviation Group covenanted
to, among other things:

     -    carry on its business in the ordinary course consistent with prior
          practice and use reasonable efforts to preserve intact its present
          business organization and keep available the services of its
          directors, officers, employees, consultants and others having business
          dealings with it;

     -    not amend its articles of incorporation or bylaws or merge,
          consolidate, amalgamate or otherwise combine with any person;

     -    not declare or pay any dividend or distribution, issue or sell any
          shares of capital stock, except upon the exercise of outstanding
          securities, or acquire, directly or indirectly, any shares of its
          capital stock;

     -    not amend any outstanding options or warrants;

     -    not acquire or license any assets that are material, individually or
          in the aggregate, to it except in the ordinary course of business
          consistent with prior practice;

     -    not make aggregate capital expenditures in excess of $50,000 for
          Aviation Group or $250,000 for travelbyus.com except in certain
          circumstances;

     -    not incur any indebtedness for borrowed money or any other
          indebtedness except in the ordinary course of business;

     -    not sell, lease, license, encumber or otherwise dispose of any of its
          property or assets, except in the ordinary course of business
          consistent with prior practice;

     -    not enter into or amend any contract or engage in any transaction not
          in the ordinary course of business consistent with past practice
          except in certain circumstances;

     -    not take any action that would adversely affect its ability to
          complete the arrangement;

     -    take all actions necessary to convene the meetings to vote on the
          approval of the arrangement;

     -    give the representatives of the other party reasonable access to
          information concerning its business; and

     -    notify the other parties of any material adverse change in its
          business, properties, assets, liabilities or results of operations.

     Both travelbyus.com and Aviation Group have agreed not to solicit any
proposal to be acquired by another party. However, if another party does propose
to acquire either company and the board of directors of the company that
received an acquisition proposal determines in good faith that it is a superior
proposal, the board of directors that received the acquisition proposal can
terminate the arrangement agreement in order to accept the superior proposal.
In that event, however, the terminating company must pay the other company a
cash termination fee of $1.0 million.  A proposal will be considered superior if
the board of directors determines that it is more favorable from a financial
point of view to its shareholders than the arrangement, is capable of being
financed by the parties making the acquisition proposal and, if accepted, would
be more likely than not to be consummated.

Management and Board of Directors After the Arrangement

     Following completion of the arrangement, the board of directors of Aviation
Group will consist of all of the members of the travelbyus.com board of
directors and Lee Sanders, who will remain as a director.  The officers of
Aviation Group will be the current officers of travelbyus.com, and Richard
Morgan and Lee Sanders will remain as Vice

                                       62
<PAGE>

Presidents of Aviation Group. For a detailed description of the travelbyus.com
management, please see "travelbyus.com--Directors and Executive Officers" on
page 112.

Listings After the Arrangement

Exchangeable Shares

     travelbyus.com intends to apply for the listing of the exchangeable shares
on The Toronto Stock Exchange under the symbol "TBU".  The approval of this
listing will be under the terms of the exchangeable shares, subject to the
satisfaction of its customary requirements, including the distribution of
exchangeable shares to a minimum number of public shareholders.   There will be
no obligation to maintain this listing after December 31, 2001.  We do not
currently intend to list the exchangeable shares on any other stock exchange in
Canada or the United States.

Aviation Group Common Stock

     The Aviation Group common stock is currently listed on the Nasdaq SmallCap
Market and on the Boston Stock Exchange under the symbol "AVGP".  Aviation Group
intends to apply for listing of its common stock on the Nasdaq National Market
and on the Frankfurt Stock Exchange.

The Voting And Exchange Agreement

     The form of voting and exchange trust agreement that will be entered into
by Aviation Group, its Canadian subsidiary, travelbyus.com and the trustee on
completion of the arrangement is attached to this joint proxy statement/
prospectus as Appendix D.  Pursuant to the voting and exchange trust agreement,
Aviation Group will issue a voting share to the trustee for the benefit of the
holders of the exchangeable shares, other than Aviation Group and its
subsidiaries.  The voting share will have a number of votes, which may be cast
at any meeting at which Aviation Group shareholders are entitled to vote.  The
votes will be equal to the number of outstanding exchangeable shares, other than
exchangeable shares held by Aviation Group and its subsidiaries.  Each holder of
an exchangeable share on the record date for any meeting at which Aviation Group
shareholders are entitled to vote will be entitled to instruct the trustee to
exercise one of the votes attached to the voting share for each exchangeable
share held by that holder.  If a holder does not instruct the trustee how to
vote, the trustee will not exercise those votes.  A holder may instruct the
trustee to give the holder a proxy entitling the holder to vote the voting
shares directly at the relevant meeting.  If the trustee has not been instructed
to sign and deliver a proxy to the holder, the trustee will exercise its voting
rights for that holder's shares either by proxy or in person.

     The trustee will send to the holders of the exchangeable shares the notice
of the meeting at which the Aviation Group shareholders are entitled to vote on
the same day as Aviation Group sends the notice and materials to the Aviation
Group shareholders.  Additionally, the trustee will send the related meeting
materials and a statement describing how the holder may instruct the trustee to
exercise the votes attaching to the voting share.  The trustee will also send to
the holders of exchangeable shares copies of all information statements, interim
and annual financial statements, reports and other materials sent by Aviation
Group to the Aviation Group shareholders.  If materials such as dissident proxy
circulars and tender and exchange offer circulars sent by third parties to
Aviation Group shareholders are provided to the trustee by Aviation Group, the
trustee will send those materials to the holders of exchangeable shares as soon
as possible.

     All rights of a holder of exchangeable shares to exercise votes attached to
the voting share will cease upon the exchange of the holders of exchangeable
shares for shares of Aviation Group common stock.  This includes rights by
redemption, retraction or liquidation, through the exercise of the related call
rights or through the exercise of the exchange put right of the shares
exchangeable for Aviation Group common stock.

     The voting and exchange trust agreement contains provisions that require
the trustee to effect an exchange of the exchangeable shares for Aviation Group
common stock upon request of the holder and other provisions that parallel the
rights and terms of the exchangeable shares.

                                       63
<PAGE>

The Support Agreement

     The form of support agreement that will be entered into by Aviation Group,
its Canadian subsidiary and travelbyus.com on completion of the arrangement is
attached to this joint proxy statement/prospectus as Appendix E. Pursuant to the
support agreement, so long as any exchangeable shares, other than exchangeable
shares held by Aviation Group or its subsidiaries, remain outstanding:

     -    Aviation Group will not declare or pay dividends on the Aviation Group
          common stock unless travelbyus.com is able to declare and pay and
          simultaneously declares or pays an equivalent dividend on the
          exchangeable shares;

     -    Aviation Group will advise travelbyus.com in advance of the
          declaration of any dividend on the Aviation Group common stock. The
          declaration date, record date and payment date for dividends on the
          exchangeable shares will be the same as that for the corresponding
          dividend on the Aviation Group common stock;

     -    the record date for any dividend declared on the Aviation Group common
          stock will not be less than ten business days after the declaration
          date of the dividend;

     -    Aviation Group will pay to the holders of the exchangeable shares the
          applicable travelbyus.com liquidation amount, retraction price and
          redemption price in the event of a liquidation, dissolution or winding
          up of travelbyus.com or upon a retraction request by a holder of
          exchangeable shares or a redemption of exchangeable shares by
          travelbyus.com, including the delivery of Aviation Group common stock;
          and

     -    Aviation Group will perform its obligations arising upon the exercise
          by it of the call rights, the exercise by a holder of exchangeable
          shares of the holder's exchange right or exchange put right, or the
          automatic exchange of a holder's exchangeable shares, including the
          delivery of Aviation Group common stock.

     The support agreement and the exchangeable share provisions provide that,
without the prior approval of travelbyus.com and the holders of the exchangeable
shares, Aviation Group will not issue or distribute any of the following to all
or substantially all the holders of shares of Aviation Group common stock unless
the same or an economically equivalent distribution on the exchangeable shares
is made at the same time:

     -    additional Aviation Group common stock;

     -    securities exchangeable for, convertible into, or carrying rights to
          acquire Aviation Group common stock; or

     -    rights to subscribe for Aviation Group common stock or other assets.

The support agreement and the exchangeable share provisions also provide that,
without the prior approval of travelbyus.com and the holders of the exchangeable
shares, Aviation Group will not subdivide, combine, reclassify or otherwise
change the terms of the Aviation Group common stock, unless the same or an
economically equivalent change to the exchangeable shares, or in the rights of
their holders, is made at the same time.  The board of directors of
travelbyus.com will have the power, in its sole discretion, to determine in good
faith whether any corresponding distribution on, or change to, the exchangeable
shares is the same as, or economically equivalent to, any proposed distribution
on or change to the Aviation Group common stock.  If a tender offer is proposed
or a share exchange offer, issuer bid, take-over bid or similar transaction with
respect to the Aviation Group common stock takes place which is recommended by
the board of directors of Aviation Group and the exchangeable shares are not
redeemed by travelbyus.com or purchased by the redemption call right of Aviation
Group's Canadian subsidiary, Aviation Group will use reasonable efforts to
expeditiously and in good faith take all actions and do all things necessary to
enable holders of exchangeable shares to participate in the transaction to the
same extent and on an economically equivalent basis as the holders of Aviation
Group common stock.

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     travelbyus.com is required to notify Aviation Group:

     -    if travelbyus.com is liquidated, dissolved or wound up or threatened
          with a claim or proceeding for that purpose;

     -    if travelbyus.com receives a retraction request from a holder of
          exchangeable shares;

     -    if the board of directors of travelbyus.com determines to take action
          which would require a vote of the holders of exchangeable shares;

     -    at least 130 days prior to any automatic redemption date; and

     -    of the issuance by travelbyus.com of any exchangeable share or right
          to acquire any exchangeable share.

     Aviation Group agreed in the support agreement not to exercise any voting
rights attached to the exchangeable shares owned by it or any of its
subsidiaries on any matter considered at meetings of holders of exchangeable
shares. Aviation Group has also agreed to use its reasonable efforts to enable
travelbyus.com's exchangeable shares to remain listed on The Toronto Stock
Exchange until December 31, 2001.

     The support agreement may not be amended without the approval of the
holders of the exchangeable shares unless it is amended to:

     -    add covenants to protect the holders of the exchangeable shares;

     -    make necessary amendments not inconsistent with the support agreement;
          or

     -    cure ambiguities, inconsistencies or clerical errors.

The foregoing amendments may not be effected unless the boards of directors of
all parties to the support agreement have concluded that these amendments are
not prejudicial to the interests of the holders of the exchangeable shares.

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<PAGE>

         FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT

Canadian Federal Income Tax Considerations

     The following is a summary of the principal Canadian federal income tax
considerations generally applicable to travelbyus.com shareholders in connection
with the arrangement who, for purposes of the Income Tax Act (Canada), hold
their travelbyus.com common shares and will hold their exchangeable shares and
shares of Aviation Group common stock as capital property, deal at arm's length
with travelbyus.com, Aviation Group and its Canadian subsidiary and are not
affiliated with travelbyus.com, Aviation Group or its Canadian subsidiary.  This
summary does not apply to a holder with respect to whom Aviation Group is or
will be a foreign affiliate within the meaning of the Canadian Tax Act.

     travelbyus.com common shares will generally be considered to be capital
property to a travelbyus.com shareholder unless they are held in the course of
carrying on a business, in an adventure in the nature of trade or as "mark-to-
market property" for purposes of the Income Tax Act (Canada).  travelbyus.com
shareholders who are Canadian residents and whose travelbyus.com common shares
might not otherwise qualify as capital property may be entitled to obtain
qualification by making the irrevocable election provided by subsection 39(4) of
the Income Tax Act (Canada). travelbyus.com shareholders who do not hold their
shares as capital property should consult their own tax advisors regarding their
particular circumstances and, in the case of certain "financial institutions,"
as defined in Section 142.2 of the Income Tax Act (Canada), the potential
application to them of the "mark-to-market" rules in the Income Tax Act
(Canada), as the following summary does not apply to these shareholders.

     This summary is based on the current provisions of the Income Tax Act
(Canada), the Regulations thereunder, the current provisions of the Canada-
United States Income Tax Convention of 1980, the "Tax Treaty," and counsel's
understanding of the current administrative practices of the Canada Customs and
Revenue Agency.  This summary takes into account the proposed amendments to the
Income Tax Act (Canada) and regulations publicly announced by the Canadian
Minister of Finance prior to the date of this joint proxy statement/prospectus
and assumes that all of these proposed amendments will be enacted in their
present form.  However, the proposed amendments may not be enacted in the
proposed form or at all.

     Except for the proposed amendments, this summary does not take into account
or anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations described herein. No
advance tax ruling has been sought or obtained from the Canada Customs and
Revenue Agency to confirm the tax consequences of any of the transactions
described in this joint proxy statement/prospectus.

     While this summary is intended to address the principal Canadian federal
income tax considerations, it is of a general nature only and is not intended to
be, nor should it be construed to be, legal, business or tax advice to any
particular travelbyus.com shareholder.  Shareholders of travelbyus.com should
consult their own tax advisors with respect to their particular circumstances.

     For purposes of the Income Tax Act (Canada), all amounts must be expressed
in Canadian dollars, including dividends, adjusted cost base and proceeds of
disposition.  Amounts expressed in United States dollars must be converted into
Canadian dollars based on the prevailing United States dollar exchange rate at
the time the amounts arise.

travelbyus.com Shareholders Resident in Canada

     The following portion of the summary applies to travelbyus.com shareholders
who, for purposes of the Income Tax Act (Canada) and the Tax Treaty, are
resident or deemed to be resident in Canada.

     Exchange of travelbyus.com Common Shares for Exchangeable Shares

     The arrangement is structured as a reorganization of the capital of
travelbyus.com for purposes of the Income Tax Act (Canada).  Accordingly, so
long as at the effective time of the arrangement the aggregate adjusted cost
base of a holder's travelbyus.com common shares exceeds the fair market value of
the rights acquired by the holder under the support agreement and the voting and
exchange trust agreement, collectively the "ancillary rights," in connection
with the exchange and net of any reasonable costs of disposition, the holder
will not realize a capital gain for purposes of the

                                       66
<PAGE>

Income Tax Act (Canada) on the exchange. To the extent that the fair market
value of the ancillary rights received by a holder, net of any reasonable costs
of disposition, exceeds the aggregate adjusted cost base of the holder's
travelbyus.com common shares, the holder will realize a capital gain for
purposes of the Income Tax Act (Canada). The taxation of capital gains and
losses is described below.

     On the exchange, a travelbyus.com shareholder will be deemed to have
acquired:

     -    exchangeable shares for a cost equal to the amount, if any, by which
          the adjusted cost base to such holder of the travelbyus.com common
          shares exceeds the fair market value of the ancillary rights; and

     -    the ancillary rights for a cost equal to their fair market value.

     A holder of travelbyus.com common stock will be required to determine the
fair market value of the ancillary rights on a reasonable basis for purposes of
the Income Tax Act (Canada).  travelbyus.com believes that the ancillary rights
have only nominal value.  Therefore, a holder of travelbyus.com common shares
should not realize a capital gain on the exchange of travelbyus.com common
shares for exchangeable shares.  This determination of value, however, is not
binding on the Canada Customs and Revenue Agency.

     Call Rights

     travelbyus.com believes that the call rights granted to Aviation Group and
its Canadian subsidiary in connection with the exchange of travelbyus.com common
shares for exchangeable shares have nominal value. On this basis, no
travelbyus.com shareholder should realize a gain at the time that any of such
rights are granted to Aviation Group and its Canadian subsidiary.  This
determination of value, however, is not binding on the Canada Customs and
Revenue Agency.

     Dividends

     Exchangeable Shares.  In the case of a travelbyus.com shareholder who is an
individual, dividends received or deemed to be received on the exchangeable
shares will be included in computing the shareholder's income, and will be
subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends received from taxable Canadian corporations.

     The exchangeable shares will be "taxable preferred shares," "short-term
preferred shares" and subject to the discussion below, "term preferred shares"
for purposes of the Income Tax Act (Canada).  Accordingly, travelbyus.com will
be subject to a 66 2/3% tax under Part VI. I of the Income Tax Act (Canada) on
dividends (other than excluded dividends) paid or deemed to be paid on the
exchangeable shares.  In certain circumstances, travelbyus.com would be entitled
to deductions under Part I of the Income Tax Act (Canada) which could
substantially offset the impact of the Part VI. I tax. Dividends received or
deemed to be received on the exchangeable shares will not be subject to the 10%
tax under Part IV. I of the Income Tax Act (Canada) applicable to certain
corporations.

     If Aviation Group, its Canadian subsidiary or any person with whom Aviation
Group or its Canadian subsidiary does not deal at arm's length is a "specified
financial institution" under the Income Tax Act (Canada) at the time a dividend
is paid on an exchangeable share, then, subject to the exemption described
below, dividends received or deemed to be received by a travelbyus.com
shareholder that is a corporation will not be deductible in computing taxable
income and will be fully includable in income under Part I of the Income Tax Act
(Canada). Such dividend will not be subject to tax under Part IV of the Income
Tax Act (Canada). A corporation will generally be a specified financial
institution for these purposes if it is a bank, a trust company, a credit union,
an insurance corporation or a corporation whose principal business is the
lending of money to persons with whom the corporation is dealing at arm's length
or the purchasing of debt obligations issued by such persons or a combination
thereof, and corporations controlled by or related to such entities and certain
prescribed corporations.

     The denial of the dividend deduction for a corporate travelbyus.com
shareholder as described above will not apply if, at the time a dividend is
received or deemed to be received:

     -    the exchangeable shares are listed on a prescribed stock exchange
          (which currently includes The Toronto Stock Exchange);

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<PAGE>

     -    Aviation Group controls travelbyus.com; and

     -    the recipient, together with persons with whom the recipient does not
          deal at arm's length or any partnership of which the recipient or
          person is a member or trust of which the recipient or person is a
          beneficiary, does not and is not deemed to receive dividends on more
          than 10% of the issued and outstanding exchangeable shares.

travelbyus.com currently expects that the exchangeable shares will be listed on
The Toronto Stock Exchange immediately prior to the effective time of the
arrangement.

     Subject to the foregoing, in the case of a travelbyus.com shareholder that
is a corporation other than a specified financial institution as defined in the
Income Tax Act (Canada), dividends received or deemed to be received on the
exchangeable shares will be included in computing the corporation's income and
will normally be deductible in computing its taxable income.

     In the case of a travelbyus.com shareholder that is a specified financial
institution, a dividend which is otherwise deductible in accordance with the
above discussion will be deductible in computing its taxable income only if
either:

     -    the specified financial institution did not acquire the exchangeable
          shares in the ordinary course of the business carried on by such
          institution; or

     -    at the time of the receipt of the dividend by the specified financial
          institution, the exchangeable shares are listed on a prescribed stock
          exchange in Canada, which currently includes The Toronto Stock
          Exchange, and the specified financial institution, either alone or
          together with persons related to such shareholder, does not and is not
          deemed to receive dividends on more than 10% of the issued and
          outstanding exchangeable shares.

     A travelbyus.com shareholder that is a private corporation, as defined in
the Income Tax Act (Canada), or any other corporation resident in Canada and
controlled or deemed to be controlled by, or for the benefit of an individual,
other than a trust, or a related group of individuals, other than trusts, may be
liable under Part IV of the Income Tax Act (Canada) to pay a refundable tax of
33 1/3% on dividends received or deemed to be received on the exchangeable
shares to the extent that such dividends are deductible in computing the
travelbyus.com shareholder's taxable income.  A travelbyus.com shareholder that
is a Canadian-controlled private corporation, as defined in the Income Tax Act
(Canada), may be liable to pay an additional refundable tax of 6/ 2//\\3\\% on
dividends or deemed dividends that are not deductible in computing taxable
income.

     Aviation Group Common Stock.  Dividends received by holders of shares of
Aviation Group common stock will be included in the recipient's income for the
purpose of the Income Tax Act (Canada).  Dividends received by a holder who is
an individual will not be subject to the gross-up and dividend tax credit rules
in the Income Tax Act (Canada).  A holder that is a corporation will include
such dividends in computing its income and generally will not be entitled to
deduct the amount of these dividends in computing its taxable income.  A holder
that is a Canadian-controlled private corporation, as defined in the Income Tax
Act (Canada) throughout the relevant taxation year, may be liable to pay an
additional refundable tax of 6 2/3% on its aggregate investment income for the
year which will include such dividends. United States non-resident withholding
tax on such dividends will be eligible for foreign tax credit or deduction
treatment where applicable under the Income Tax Act (Canada).

     Redemption or Exchange of Exchangeable Shares

     On the redemption, including a retraction, of an exchangeable share by
travelbyus.com, the holder of an exchangeable share will be deemed to have
received a dividend equal to the amount, if any, by which the redemption
proceeds exceeds the paid-up capital, for purposes of the Income Tax Act
(Canada), at the time of the redemption of the exchangeable share. For this
purpose, redemption proceeds would be equal to the fair market value at that
time of Aviation Group common stock received less any amount allocated to the
ancillary rights. The amount of any deemed dividend will be subject to the tax
treatment described above under "Dividends--Exchangeable Shares." On the
redemption, the holder of an exchangeable share will also be considered to have
disposed of the exchangeable share for proceeds of disposition equal to the
redemption proceeds less the amount of such deemed dividend and any amount

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<PAGE>

allocated to the ancillary rights. A holder will in general realize a capital
gain or loss equal to the amount by which the adjusted cost base to the holder
of the exchangeable share is less than or exceeds such proceeds of disposition.
See "Taxation of Capital Gain or Capital Loss" below.  In the case of a
shareholder that is a corporation, in some circumstances the amount of any
deemed dividend may be treated as proceeds of disposition and not as a dividend.

     On the exchange of an exchangeable share by the holder thereof with
Aviation Group or Aviation Subco for shares of Aviation Group common stock, the
holder will in general realize a capital gain or loss to the extent the proceeds
of disposition of the exchangeable share net of any reasonable costs of
disposition, exceed or are less than the adjusted cost base to the holder of the
exchangeable share.  For this purpose, proceeds would be equal to the fair
market value at that time of Aviation Group common stock received less any
amount allocated to the ancillary rights.  See "Taxation of Capital Gain or
Capital Loss" below.

     Due to the existence of the call rights, the exchange right and the
automatic exchange right, a holder of exchangeable shares cannot control whether
shares of Aviation Group common stock will be received by way of redemption of
the exchangeable shares by travelbyus.com or by way of purchase of the
exchangeable shares by Aviation Group or its Canadian subsidiary, except to the
extent that the holder may exercise the exchange put right. As described above,
the Canadian federal income tax consequences of redemption differ from those of
a purchase.

     Acquisition and Disposition of Aviation Group Common Stock

     The cost of any shares of Aviation Group common stock received by a holder
on the retraction, redemption or exchange of an exchangeable share will be an
amount equal to the fair market value of these shares of Aviation Group common
stock at the time of such event.

     A disposition or deemed disposition of shares of Aviation Group common
stock by a holder will generally result in a capital gain or loss to the extent
that the proceeds of disposition, net of any reasonable costs of disposition,
exceed or are less than the adjusted cost base to the holder of the shares of
Aviation Group common stock immediately before the disposition.  In computing
the adjusted cost base of a share of Aviation Group common stock, the cost must
be averaged with the adjusted cost base of any other shares of Aviation Group
common stock held at that time as capital property by the holder.

     Taxation of Capital Gain or Capital Loss

     Of any capital gain realized by a shareholder, 75% will be included in the
shareholder's income for the year of disposition.  Of any capital loss realized
by a shareholder, generally 75% may be deducted by the holder against taxable
capital gains for the year of disposition.  Under the proposed amendments, the
inclusion rate for capital gains and losses will be reduced from 75% to 66-2/3%.
Any excess of allowable capital losses over taxable capital gains of the
shareholder for the year of disposition may be carried back up to three taxation
years or forward indefinitely, and deducted against net taxable capital gains in
those other years to the extent and in the circumstances described in the Income
Tax Act (Canada) and the proposed amendments.

     Capital gains realized by an individual or trust, other than certain
trusts, may give rise to alternative minimum tax under the Income Tax Act
(Canada). A shareholder that is a Canadian-controlled private corporation may be
liable to pay an additional refundable tax of 6 2/3% on taxable capital gains.

     The amount of any capital loss arising on a disposition or deemed
disposition of any travelbyus.com common share or exchangeable share may be
reduced by the amount of dividends received or deemed to have been received by
the holder on such share to the extent and under the circumstances prescribed by
the Income Tax Act (Canada).

     Dissenting Shareholders

     If a shareholder exercises dissenter's rights on the arrangement and is
paid the fair value of the holder's travelbyus.com common shares, the
shareholder will be deemed to receive a taxable dividend equal to the amount by
which the fair value, other than in respect of interest awarded by the court,
exceeds the paid-up capital of these shares. The holder will also be considered
to have disposed of the travelbyus.com common shares for proceeds of disposition
equal to the redemption proceeds less the amount of any deemed dividend and any
interest awarded by the court.  A

                                       69
<PAGE>

holder will in general realize a capital gain or loss equal to the amount by
which the adjusted cost base to the holder of the travelbyus.com common shares
is less than or exceeds the proceeds of disposition. See "Taxation of Capital
Gain or Capital Loss" above. In the case of a shareholder that is a corporation,
in some circumstances the amount of any deemed dividend may be treated as
proceeds of disposition and not as a dividend. Any interest awarded to a
dissenting shareholder by the court will be included in the dissenting
shareholder's income for the purposes of the Income Tax Act (Canada). Dissenting
shareholders should consult their own tax advisors for advice with respect to
the tax consequences of an exercise of dissent rights. See "Proposal No. 1 The
Arrangement-Dissenters' Rights."

     Eligibility for Investment

     Qualified Investments.  The exchangeable shares and the shares of Aviation
Group common stock, if issued on the date of this joint proxy
statement/prospectus and listed on Toronto Stock Exchange and Nasdaq,
respectively, would be qualified investments under the Income Tax Act (Canada)
for trusts governed by registered retirement savings plans, registered
retirement income funds and deferred profit sharing plans.  We will refer to
these plans collectively as deferred plans. The ancillary rights will not be
qualified investments under the Income Tax Act (Canada).  However, as indicated
above, travelbyus.com believes that the fair market value of the ancillary
rights is nominal.

     Foreign Property.  The exchangeable shares, if issued on the date of this
joint proxy statement/prospectus and listed on The Toronto Stock Exchange, would
not be "foreign property" under the Income Tax Act (Canada) for registered
pension plans, deferred plans and certain other tax-exempt persons.

     The shares of Aviation Group common stock will be foreign property under
the Income Tax Act (Canada) as will the ancillary rights.  As indicated above,
travelbyus.com believes that the fair market value of the ancillary rights is
nominal.

     Foreign Property Information Reporting

     A holder of shares of Aviation Group common stock who is a specified
Canadian entity for a taxation year or a fiscal period and whose total cost
amount of specified foreign property, including shares of Aviation Group common
stock, at any time in the year or fiscal period exceeds Cdn. $100,000 will be
required to file an information return for the year or period disclosing
prescribed information, including the holder's cost, any dividends received in
the year, and any gains or losses realized in the year, in respect of such
property.  With some exceptions, a taxpayer resident in Canada in the year will
generally be a specified Canadian entity.  A holder of shares of Aviation Group
common stock should consult its own advisors about whether it must comply with
these rules.

Shareholders Not Resident in Canada

     The following portion of the summary applies to travelbyus.com shareholders
who, for purposes of the Income Tax Act (Canada), have not been and will not be
resident or deemed to be resident in Canada at any time while they hold
travelbyus.com common shares or exchangeable shares and to whom such shares are
not taxable Canadian property and, in the case of a non-resident of Canada who
carries on an insurance business in Canada and elsewhere, the shares are not
effectively connected with its Canadian insurance business.

     travelbyus.com common shares and exchangeable shares will generally not be
taxable Canadian property to a holder, provided that:

     -    such shares are listed on a prescribed stock exchange, which currently
          includes The Toronto Stock Exchange and Nasdaq;

     -    the holder does not and is not deemed to use or hold the
          travelbyus.com common shares or the exchangeable shares, as
          applicable, in connection with carrying on a business in Canada;

     -    the holder, persons with whom such holder does not deal at arm's
          length, or the holder and such persons, has not owned or had under
          option, 25% or more of the issued shares of any class or series of the
          capital stock of travelbyus.com at any time within five years
          preceding the date of disposition; and

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<PAGE>

     -    has not acquired the travelbyus.com common shares or exchangeable
          shares in a transaction where the travelbyus.com common shares or
          exchangeable shares are deemed to be taxable Canadian property, such
          as where the holder disposed of taxable Canadian property and the
          resulting gain was deferred under the Income Tax Act (Canada).

Even if the travelbyus.com common shares or exchangeable shares are considered
to be taxable Canadian property, relief may be available under an applicable tax
convention, such as the Tax Treaty.  Holders for whom the travelbyus.com common
shares or exchangeable shares are taxable Canadian property should consult their
own tax advisors to determine the tax consequences in their own situation.

     On the assumption that the travelbyus.com common shares of a non-resident
holder do not constitute taxable Canadian property or that the holder can
otherwise claim the benefit of a tax treaty, any capital gain realized on the
exchange of travelbyus.com common shares for exchangeable shares will not be
subject to tax under the Income Tax Act (Canada).  Similarly, any capital gain
realized on the exchange of exchangeable shares which do not constitute taxable
Canadian property will not be subject to tax under the Income Tax Act (Canada).
A holder whose exchangeable shares are redeemed, either pursuant to
travelbyus.com's redemption right or pursuant to the holder's retraction rights,
will be deemed to receive a dividend as described above under the heading
"Shareholders Resident in Canada," which deemed dividend will be subject to
withholding tax as described in the following paragraph.

     Dividends paid on the exchangeable shares, including deemed dividends, are
subject to non-resident withholding tax under the Income Tax Act (Canada) at the
rate of 25%.  However, this rate may be reduced under the provisions of an
applicable income tax treaty.  For example, under the Tax Treaty, the rate is
generally reduced to 15% for dividends paid to a person who is the beneficial
owner and who is resident in the United States for purposes of the Tax Treaty.

     Holders of travelbyus.com common shares who elect to dissent from the
arrangement will be entitled, in the event the arrangement becomes effective, to
be paid by travelbyus.com the fair value of the travelbyus.com common shares
held by such holder.  This holder will be considered to have realized a deemed
dividend and capital gain or loss based on redemption proceeds equal to such
fair value, computed as generally described above in the case of a redemption,
including a retraction, of an exchangeable share by travelbyus.com for a share
of Aviation Group common stock under "Shareholders Resident in Canada--
Redemption or Exchange of Exchangeable Shares."  Deemed dividends will be
subject to withholding tax as described above.  Any capital gain realized by a
dissenting shareholder will not be taxed under the Income Tax Act (Canada)
provided the travelbyus.com common shares for which the right of dissent is
exercised are not taxable Canadian property, as described above, or relief is
available under the provisions of an applicable tax treaty.  Additional income
tax considerations may be relevant to dissenting shareholders who fail to
perfect or withdraw their claims pursuant to the right of dissent in accordance
with the specific statutory provisions.  See "Proposal No. 1 The Arrangement-
Dissenters' Rights" above.

United States Federal Income Tax Considerations

     The following is a summary of the material United States federal income tax
considerations that may be relevant to you if you are a "United States person"
and hold travelbyus.com common shares as capital assets arising from and
relating to the arrangement, including the receipt and ownership of exchangeable
shares or Aviation Group common stock.  For United States federal income tax
purposes, United States persons are:

     -    United States citizens or resident aliens, as determined under the
          Internal Revenue Code;

     -    corporations, partnerships or other entities organized in or under the
          laws of the United States or any political subdivision thereof;

     -    estates subject to United States federal income tax on income
          regardless of source; and

     -    trusts:

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<PAGE>

     -    if a United States court can exercise primary supervision over the
          trust's administration and one or more United States persons are
          authorized to control all substantial decisions of the trust; or

     -    that has elected to be treated as a United States person under
          applicable Treasury regulations.

     This summary is based on the Internal Revenue Code, existing and proposed
Treasury regulations and judicial and administrative determinations which are in
effect as of the date hereof and which are subject to change at any time,
possibly on a retroactive basis.  No statutory, judicial, or administrative
authority exists which directly addresses certain of the United States federal
income tax consequences of the issuance and ownership of instruments and rights
comparable to the exchangeable shares and the voting rights, exchange rights and
call rights associated with such exchangeable shares. Consequently, as discussed
more fully below, significant aspects of the United States federal income tax
treatment of the arrangement, including the receipt and ownership of
exchangeable shares and the exchange of exchangeable shares for shares of
Aviation Group common stock, are not certain.  No advance income tax ruling has
been sought or obtained from the Internal Revenue Service regarding the United
States federal income tax consequences of any of the transactions described
herein.

     This summary does not address aspects of United States taxation other than
United States federal income taxation, nor does it address all aspects of United
States federal income taxation that may be applicable to you if you are:

     -    a tax-exempt organization;

     -    a financial institution;

     -    an insurance company;

     -    a broker-dealer;

     -    a person having a "functional currency" other than the United States
          dollar;

     -    a holder that holds travelbyus.com common shares or exchangeable
          shares as part of a straddle, wash sale, hedging or conversion
          transaction;

     -    a trader that elects to mark-to-market your securities;

     -    an individual that received shares of travelbyus.com stock pursuant to
          the exercise of employee stock options or otherwise as compensation;
          or

     -    subject to tax pursuant to the Internal Revenue Code provisions
          applicable to certain United States expatriates.

     In addition, this summary does not address the United States state or local
tax consequences or the foreign tax consequences of the arrangement or the
receipt and ownership of the exchangeable shares or shares of Aviation Group
common stock.

     You are urged to consult and rely on your tax advisors with respect to the
United States federal, state, and local tax consequences and the foreign tax
consequences of the arrangement, including the receipt and ownership of
exchangeable shares, voting rights, exchange rights and shares of Aviation Group
common stock.

Shareholders that are United States Holders

     Tax Treatment of Arrangement

     travelbyus.com intends to treat the exchange of travelbyus.com common
shares for exchangeable shares pursuant to the arrangement as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code. There is,
however, no direct authority addressing the proper treatment of the arrangement
for United States federal

                                       72
<PAGE>

income tax purposes, and therefore this treatment is subject to significant
uncertainty. Accordingly, we do not know whether the Internal Revenue Service
would challenge the status of the arrangement as a reorganization or that, if
challenged, whether a court would agree with the Internal Revenue Service.
Assuming the arrangement qualifies as a reorganization under Section 368(a) of
the Internal Revenue Code, upon receipt of exchangeable shares in the
arrangement, generally:

     -    you would not recognize gain or loss, except as otherwise provided in
          this joint proxy statement/prospectus;

     -    your tax basis for the exchangeable shares received generally would be
          equal to your tax basis for the travelbyus.com common shares reduced
          by the tax basis allocated to fractional share interests for which
          cash is received and travelbyus.com common shares, if any, deemed to
          have been exchanged for the voting rights and exchange rights, as
          discussed below;

     -    your holding period for the exchangeable shares would include the
          holding period of the travelbyus.com common shares that were exchanged
          for the exchangeable shares;

     -    you would recognize gain or loss equal to the difference, if any,
          between the amount of cash received in lieu of a fractional share
          interest and the tax basis of the travelbyus.com common shares
          allocated to the fractional share interest;

     -    the gain or loss recognized by you would constitute capital gain or
          loss and would be long-term capital gain or loss if the fractional
          share interest exchanged has been held for more than one year at the
          time cash is received in lieu thereof. Your ability to deduct capital
          losses may be subject to limitations.

     travelbyus.com believes that the voting rights and exchange rights that you
receive and any call rights deemed to be conveyed by you to Aviation Group or a
Canadian subsidiary of Aviation Group pursuant to the arrangement should have
only nominal value and, therefore, that their receipt or conveyance, as the case
may be, should not result in any material United States federal income tax
consequences.  It is possible, however, that the Internal Revenue Service could
take the position that the voting rights, exchange rights and call rights have
greater than nominal value and that the transfer or receipt of such rights
results in taxable gain in an amount equal to their value.  This gain generally
would be capital gain or loss, unless the Internal Revenue Service were to
assert that the voting rights, exchange rights or any other rights, such as the
rights beneficially enjoyed by you under the voting and exchange trust
agreement, were transferred to you by travelbyus.com, and not by Aviation Group
and its Canadian subsidiary, in redemption of a portion of your travelbyus.com
common shares.

     If the Internal Revenue Service successfully asserted that the voting
rights and exchange rights have greater than nominal value and the rights are
deemed to have been transferred by travelbyus.com rather than Aviation Group or
a Canadian subsidiary of Aviation Group in redemption of travelbyus.com common
shares, you would recognize dividend income equal to the value of such rights to
the extent of the current and accumulated earnings and profits of
travelbyus.com, as determined under United States federal income tax principles,
unless such deemed redemption is either "not essentially equivalent to a
dividend" or "substantially disproportionate," as such terms are defined in
Section 302(b) of the Internal Revenue Code.  If the deemed redemption is
"substantially disproportionate" or "not essentially equivalent to a dividend,"
any gain you recognize by would be capital gain.

     Even if the arrangement qualifies as a reorganization, there is the risk
that you may nevertheless be required to recognize gain with respect to the
arrangement.  See "Possibility of Gain Recognition on Receipt of Exchangeable
Shares" and "Possibility of Gain Recognition on Constructive Sale," below.

     Requirement of Notice Filing

     If the arrangement qualifies as a reorganization under Section 368(a) of
the Internal Revenue Code and you receive exchangeable shares in exchange for
travelbyus.com common shares, you must file a notice with the Internal Revenue
Service on or before the last date for filing a United States federal income tax
return for the your taxable year in which the arrangement occurs.  The notice
must contain certain information specifically enumerated in the United States
Treasury regulations, and you are advised to consult your tax advisors for
assistance in preparing such notice.

                                       73
<PAGE>

     If you are required to give notice as described above and you fail to do
so, without establishing reasonable cause for the failure, then the Commissioner
of the Internal Revenue Service will be required to determine, based on all the
facts and circumstances, whether the exchange of travelbyus.com common shares
for exchangeable shares is eligible for nonrecognition treatment.  In making
this determination, the Commissioner may conclude:

     -    the exchange is eligible for nonrecognition treatment, despite such
          noncompliance;

     -    the exchange is eligible for nonrecognition treatment, provided that
          certain other conditions imposed by the United States Treasury
          regulations are satisfied; or

     -    the exchange is not eligible for nonrecognition treatment and that any
          gain realized will be recognized and will be taken into account for
          purposes of increasing your tax basis for the exchangeable shares
          received pursuant to the combination agreement and the arrangement.

Nevertheless, the failure of any one United States holder to satisfy the
foregoing notice requirements should not affect you if you satisfy such
requirements from receiving nonrecognition treatment with respect to the
exchange of your travelbyus.com common shares for exchangeable shares pursuant
to the arrangement, assuming the exchange otherwise qualifies as a
reorganization as described above.

     Dissent Rights

     If you exercise your right to dissent from the arrangement, you generally
will recognize gain or loss on the exchange of your travelbyus.com common shares
for cash in an amount equal to the difference between the amount of cash
received and your tax basis in the travelbyus.com common shares.  The gain or
loss will be capital gain or loss if you held your travelbyus.com common shares
as capital assets at the effective time of the arrangement and will be long-term
capital gain or loss if you held your travelbyus.com common shares for more than
one year at the effective time of the arrangement.  Your ability to deduct
capital losses may be subject to limitations.

     Possibility of Gain Recognition on Receipt of Exchangeable Shares

     Although travelbyus.com believes it is unlikely, it is possible that the
Internal Revenue Service might view the exchangeable shares as nonqualified
preferred stock, which could cause you to recognize gain or loss on your receipt
of exchangeable shares.

     Possibility of Gain Recognition on Constructive Sale

     Under Section 1259 of the Internal Revenue Code, if there is a
"constructive sale" of an "appreciated financial position," a taxpayer is
required to recognize gain, but not loss, as if such appreciated financial
position were sold for its fair market value on the date of such constructive
sale.  For this purpose, an "appreciated financial position" would include
ownership of appreciated stock.  A taxpayer would be treated as having made a
constructive sale of the appreciated financial position if the taxpayer, or a
related person, enters into one or more of the following:

     -    a short sale of the same or substantially identical property;

     -    an offsetting notional principal contracts with respect to the same or
          substantially identical property;

     -    a futures or forward contract to deliver the same or substantially
          identical property;

     -    in the case of an appreciated financial position that is a short sale
          or a contract described above with respect to any property, an
          acquisition of the same or substantially identical property; or

     -    to the extent provided in Treasury regulations that have not yet been
          issued, one or more other transactions, or the acquisition of one or
          more positions, that have substantially the same effect as a
          transaction described above. The Treasury is authorized to issue
          regulations that would treat as constructive sales other financial
          transactions that, like those specified above, have the effect of

                                       74
<PAGE>

          eliminating substantially all of the taxpayer's risk of loss and
          opportunity for income or gain with respect to the appreciated
          financial position.

     If you entered into one of the enumerated transactions with respect to
travelbyus.com common shares, you must recognize gain, if any, on such
travelbyus.com common shares as if you sold the travelbyus.com common shares for
its fair market value.  Proper adjustment would be made to the amount of gain or
loss you subsequently realize with respect to the exchangeable shares for any
gain taken into account by virtue of the constructive sale, and the holding
period of the exchangeable shares would be determined as if the shares were
acquired on the date of the constructive sale.

     There is the possibility that the arrangement might be viewed by the
Internal Revenue Service as a constructive sale of the travelbyus.com common
shares under future Treasury regulations interpreting Section 1259 of the
Internal Revenue Code.  If viewed as a constructive sale, an argument exists
that the arrangement is a reorganization of Aviation Group common stock for
travelbyus.com common shares.  However, because the Treasury has not yet issued
regulations interpreting Section 1259 of the Internal Revenue Code, the
application of the constructive sale rules contained in Section 1259 of the
Internal Revenue Code to the receipt of exchangeable shares in exchange for
travelbyus.com common shares is uncertain, and no assurance can be given as to
the effect of Section 1259 of the Internal Revenue Code on your receipt of
exchangeable shares pursuant to the arrangement.  You are urged to consult your
tax advisors with respect to the application of Section 1259 of the Internal
Revenue Code to the arrangement.

     Exchange of Exchangeable Shares

     If you exchange your exchangeable shares for Aviation Group common stock,
generally:

     -    you would recognize gain or loss on the receipt of the shares of
          Aviation Croup common stock in exchange for your exchangeable shares,
          although there is a possibility that under certain limited
          circumstances, the exchange may be characterized as a tax-free
          reorganization;

     -    the gain or loss would be equal to the difference between the fair
          market value of the shares of Aviation Group common stock at the time
          of the exchange and your tax basis in the exchangeable shares
          exchanged therefor;

     -    the gain or loss would be capital gain or loss, except that, to the
          extent of any declared but unpaid dividends on the exchangeable
          shares, you may recognize ordinary income;

     -    the capital gain or loss would be long-term capital gain or loss if
          the exchangeable shares, together with the pre-conversion
          travelbyus.com common shares if the arrangement otherwise qualifies as
          a reorganization, have been held by you for more than one year at the
          time of the exchange;

     -    the gain or loss realized on the exchange of exchangeable shares for
          shares of Aviation Group common stock generally would be treated as
          United States source gain or loss for United States foreign tax credit
          purposes;

     -    your tax basis in the shares of Aviation Group common stock would be
          equal to the fair market value of the shares of Aviation Group common
          stock at the time of the exchange; and

     -    your holding period of the shares of Aviation Group common stock
          received in the exchange would begin on the day after your receipt of
          the shares of Aviation Group common stock.

     Distributions on the Exchangeable Shares or Aviation Group Common Stock

     If distributions are made on exchangeable shares, you generally should be
required to include in gross income as ordinary dividend income the amount of
the dividend, including amounts withheld to pay Canadian withholding taxes, to
the extent of the current or accumulated earnings and profits of travelbyus.com,
as determined under United States federal income tax principles.  Distributions
that exceed the current and accumulated earnings and profits of travelbyus.com
would be treated as a return of capital to you to the extent of your tax basis
in the exchangeable shares and thereafter as capital gain.

                                       75
<PAGE>

     Distributions that constitute dividend income generally should be treated
as foreign source passive income for United States foreign tax credit purposes,
although there is some possibility that the Internal Revenue Service may assert
that the income should be considered to be from United States sources.  Subject
to certain limitations of United States federal income tax law, you generally
should be entitled to either a credit against your United States federal income
tax liability or a deduction in computing United States taxable income for
Canadian income taxes withheld from distributions with respect to the
exchangeable shares.

     If distributions are made on your Aviation Group common stock, you
generally should be required to include in gross income as ordinary dividend
income the amount of the dividend to the extent of the current or accumulated
earnings and profits of Aviation Group, as determined under United States
federal income tax principles.  Distributions that exceed the current and
accumulated earnings and profits of Aviation Group will be treated as a return
of capital to you to the extent of your tax basis in the Aviation Group common
stock, and thereafter as capital gain.

Shareholders that are not United States Holders

     The following summary of United States federal income tax consequences is
applicable to you if you are not an United States holder of travelbyus.com
common shares.  Except as provided below, you generally will not be subject to
United States federal income tax on:

     -    the gain, if any, realized on the receipt of the exchangeable shares;

     -    the sale or exchange of the exchangeable shares; or

     -    the receipt of or sale of shares of Aviation Group common stock.

     However you could be subject to United States federal income tax on gain,
if any, realized on the receipt of the exchangeable shares, the sale or exchange
of the exchangeable shares, or the receipt of or sale of shares of Aviation
Group common stock if:

     -    the gain is effectively connected with a United States trade or
          business;

     -    you are an individual and present in the United States for 183 days or
          more during the taxable year and certain other conditions are
          satisfied; or

     -    Aviation Group is at any time a United States real property holding
          corporation, or an "USRPHC", for United Sates federal income tax
          purposes. Although Aviation Group considers it unlikely that it will
          become an USRPHC, there can be no assurances as to this issue. If
          Aviation Group were to become an USRPHC, then gain on the sale or
          other disposition of Aviation Group common stock by you generally
          would not be subject to United States federal income tax provided:

          -    the Aviation Group common stock was regularly traded on an
               established securities market; and

          -    you do not actually or constructively own more than 5% of the
               Aviation Group common stock during the shorter of the five-year
               period preceding the disposition or your holding period.

     If you receive distributions with respect to the exchangeable shares
constituting dividend income because paid out of the current or accumulated
earnings and profits of travelbyus.com, you should not be subject to United
States withholding tax.  There is some possibility, however, that the Internal
Revenue Service may assert that United States withholding tax is payable with
respect to dividends paid on the exchangeable shares to you.  If this were the
case, you could be subject to United States withholding tax at a rate of 30
percent, which rate may be reduced by an applicable income tax treaty in effect
between the United States and your country of residence, generally 15% on
dividends paid to residents of Canada under the current income tax treaty
between the United States and Canada.

                                       76
<PAGE>

     If you receive dividends with respect to the Aviation Group common stock,
you generally will be subject to United States withholding tax at a rate of 30%,
which rate may be subject to reduction by an applicable income tax treaty,
generally 15% on dividends paid to residents of Canada under the current income
tax treaty between the United States and Canada.

                                       77
<PAGE>

               UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     The following unaudited pro forma combined financial statements have been
prepared to reflect the transactions described below as if they had all occurred
as of March 31, 2000, with respect to the pro forma balance sheet, and as of the
beginning of the respective periods with respect to the pro forma statements of
operations.  The transactions are as follows:

1.   The  issuance by Aviation Group of $16.5 million liquidation value of
     Series A convertible preferred stock and warrants in March 2000 to certain
     debt holders and the common stockholders and warrant holders of Global
     Leisure in exchange for retirement of the debt and cancellation of the
     outstanding common stock.

2.   The sale of $21 million of Series B preferred stock and warrants in March
     2000 by Aviation Group and the purchase of Series B preferred stock of
     Global Leisure and the retirement of Global Leisure debt and payables with
     the proceeds.

3.   The proposed acquisition of Aviation Group by travelbyus.com by the
     issuance of Aviation Group common stock to the travelbyus.com shareholders,
     resulting in the  travelbyus.com shareholders owning approximately 94% of
     the outstanding common stock of Aviation Group.

4.   The acquisitions by travelbyus.com of Cheap Seats, Inc. and  Express
     Vacations, Inc, during the fourth calendar quarter of 1999 and Cruise
     Shoppes America, Ltd. in April 2000 and Epoch Technology Inc. in May 2000.

     The pro forma financial statements combine the historical financial
statements of the various companies and include adjustments to reflect the
effects of the transactions described above. The pro forma financial statements
are expressed in U.S. dollars. The travelbyus.com historical financial
statements, which are in Canadian dollars, have been converted to U.S. dollars
at the exchange rate in effect on March 31, 2000, for purposes of the pro forma
financial statements. The difference between the exchange rate in effect at
March 31, 2000 and the average exchange rates in effect for the six months ended
March 31, 2000 and the year ended September 30, 1999 is not material. The pro
forma statement of operations is presented based upon the September 30 fiscal
year end of travelbyus.com and the statements of operations of the other
entities that do not have a September 30 fiscal year end are combined with the
appropriate fiscal quarters to conform with the presentation. The pro forma
statement of operations for the year ended September 30, 1999 includes (a) the
Aviation Group, Cruise Shoppes, and Cheap Seats statements of operations for
the year ended June 30, 1999; and (b) the Global and Epoch Technology statements
of operations for the year ended December 31, 1999. The pro forma statement of
operations for the six months ended March 31, 2000 includes (a) the Aviation
Group, Cruise Shoppes, Epoch Technology and Global statements of operations for
the six months ended December 31, 1999, and (b) the Express Vacations statement
of operations for the one month period ending October 31, 1999 and the Cheap
Seats statement of operations for the three month period ending December 31,
1999, which are prior to their acquisition and consolidation into the statement
of operations of travelbyus.com. The Epoch Technology and Global statements of
operations for the six month period ended December 31, 1999 are included in both
the pro forma statements of operations for the year ended September 30, 1999 and
the six months ended March 31, 2000. The statements of operations of Aviation
Group, Epoch Technology and Global for the three months ended March 31, 2000
have not been included in the accompanying pro forma statement of operations for
the six months ended March 31, 2000. The effect would not be material as to
Aviation Group and Epoch Technology and the information is not readily available
for Global.

     The acquisition of Global Leisure by Aviation Group has effectively
occurred as of March 31, 2000 and was accounted for as a purchase and reflected
in the Aviation Group historical balance sheet as of March 31, 2000.  The
acquisition of Aviation Group, following its acquisition of Global Leisure, by
travelbyus.com is accounted for as a purchase combined with a recapitalization
of travelbyus.com under the capital structure of Aviation Group.

     The unaudited pro forma combined financial statements should be read in
conjunction with the accompanying notes and with the historical financial
statements of the various companies involved in the transactions described
above, which are included elsewhere in this joint proxy statement/prospectus.

          The unaudited pro forma combined financial statements are not
indicative of the financial position or results of operations of Aviation Group
which would actually have occurred if the transactions described above had
occurred at the dates presented or which may be obtained in the future.

                                       78
<PAGE>

                  AVIATION GROUP, INC. AND TRAVELBYUS.COM LTD.
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
            MARCH 31, 2000 (expressed in thousands of U.S. dollars)


<TABLE>
<CAPTION>

                                                                  Cruise         Epoch          Pro Forma               Pro Forma
                               Aviation Group  travelbyus.com    Shoppes      Technology       Adjustments               Combined
                               --------------  --------------  ------------  -------------  ---------------           -------------
<S>                            <C>             <C>             <C>           <C>            <C>               <C>     <C>
Cash and cash equivalents             $ 5,017         $ 6,741        $   63           $ 52          $(1,800)  (5)          $ 11,073
                                                                                                     (2,000)  (5)
                                                                                                      3,000   (5)
Accounts receivable                     2,701           1,786           698             67           (1,823)  (4)             3,429
Inventory                                 904           1,377                                          (904)  (4)             1,377
Net assets held for resale                471                                                                                   471
Other current assets                    2,621           1,145         1,145                            (359)  (4)             4,552
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total current assets                 11,714          11,049         1,906            119           (3,886)                 20,902

Property and equipment, net             3,194           1,354            86              3           (2,608)  (4)             2,029
License and software rights             7,523                                                         1,400   (5)             8,923
Investment                                              5,002                                        (5,002)  (1)
Goodwill                               43,975          19,082                                        (2,592)  (1)            77,214
                                                                                                      7,593   (5)
                                                                                                      9,156   (5)
Other assets                              440           6,479            22                            (450)  (4)            11,175
                                                                                                      4,684   (4)
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total assets                        $66,846         $42,966        $2,014           $122          $ 8,295                $120,243
                               ==============  ==============  ============  =============  ===============           =============
Notes payable and current
 maturities of long-term debt           3,093             865             -                          (2,501)  (4)             3,987
                                                                                                      3,000   (5)
                                                                                                       (470)  (5)

Accounts payable and accrued
 expenses                                                                                             1,000   (2)            18,447
                                                                                                        450   (1)
                                                                                                      1,000   (1)
                                       12,420           6,105           434            188           (3,150)  (4)
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total current liabilities            15,513           6,970           434            188             (671)                 22,434

Long-term debt                          3,202           4,226                                          (516)  (4)             6,912
Deferred tax liability                                                                                  490   (5)               490
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total liabilities                    18,715          11,196           434            188             (697)                 29,836

Redeemable preferred stock                                                                            4,684   (4)             4,684
Preferred stock                        31,500                                                        (5,002)  (1)            20,814
                                                                                                     (1,000)  (2)
                                                                                                     (4,684)  (4)

Common stock                               47          93,386           106             39              703   (3)               750
                                                                                                    (93,386)  (3)
                                                                                                       (106)  (5)
                                                                                                        (39)  (5)
Other stockholders' equity             23,408          14,050           151                            (703)  (3)           139,825
                                                                                                     93,386   (3)
                                                                                                     12,539   (1)
                                                                                                      4,704   (1)
                                                                                                    (23,402)  (1)
                                                                                                     15,373   (5)
                                                                                                       (151)  (5)
                                                                                                        470   (5)

Accumulated earnings (deficit)         (6,824)        (75,666)        1,323           (105)           6,824   (1)           (75,666)
                                                                                                     (1,218)  (5)
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total stockholders' equity
   (deficit)                           48,131          31,770         1,580            (66)           4,308                  85,723
                               --------------  --------------  ------------  -------------  ---------------           -------------
  Total liabilities and
   stockholders' equity               $66,846        $ 42,966        $2,014          $ 122         $  8,295                $120,423
                               ==============  ==============  ============  =============  ===============           =============
</TABLE>

                      See notes to pro forma adjustments.

                                       79
<PAGE>

                  AVIATION GROUP, INC. AND TRAVELBYUS.COM LTD.
              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                        SIX MONTHS ENDED MARCH 31, 2000
       (expressed in thousands of U.S. Dollars, except per share amounts)


<TABLE>
<CAPTION>

                                 Aviation          Global           Pro Forma              Pro Forma
                                  Group            Leisure         Adjustments              Combined      travelbyus.com
                             ----------------  ---------------  -----------------        --------------  -----------------
<S>                                  <C>             <C>                 <C>                  <C>                 <C>
Revenues, net                        $ 5,529         $  4,530            $     -              $ 10,059            $ 5,128

Operating expenses                     3,550           14,266                  -                17,816              2,519

General and administrative             3,125                -                  -                 3,125              7,602
 expenses

Depreciation and
 amortization                            339              552              2,934    (6)          3,825              1,255
                                     -------         --------            -------              --------            -------
  Income (loss) from
   operations                         (1,485)         (10,288)            (2,934)              (14,707)            (6,248)

Other income (expense):
    Interest and other income              1                -                  -                     1                184
    Interest expense                    (381)          (3,152)             2,799    (7)           (734)            (1,720)

    Other expense                          -                -                  -                     -                (68)
                                     -------         --------            -------              --------            -------
     Total other income                 (380)          (3,152)             2,799                  (733)            (1,604)
      (expense)
                                     -------         --------            -------              --------            -------
Income (loss) from
     continuing operations
      before income taxes             (1,865)         (13,440)              (135)              (15,440)            (7,852)

Income tax (expense) benefit               -                -                  -                     -                  -
                                     -------         --------            -------              --------            -------
Income (loss) from
    continuing operations            $(1,865)        $(13,440)           $  (135)             $(15,440)           $(7,852)
                                     =======         ========            =======              ========            =======
Income (loss) from
    continuing operations            $ (0.52)                                                 $  (3.57)           $ (0.13)
     per share, basic                =======                                                  ========            =======
     and diluted

Weighted average shares
      outstanding                      3,574                                 750   (14)          4,324             62,227
                                     =======                             =======              ========            =======
</TABLE>

<TABLE>
<CAPTION>
                                 Express        Cheap Seats,         Cruise             Epoch          Pro Forma         Pro Forma
                             Vacations/(12)/     Inc./(12)/         Shoppes          Technology       Adjustments         Combined
                             ---------------  ---------------    --------------     ------------      ------------      ------------
<S>                                   <C>              <C>              <C>             <C>         <C>                    <C>
Revenues, net                         $   17           $1,018         $1,051             $136       (5,529)  (12)          $ 11,880

Operating expenses                         5              716            465              106       (3,550)  (12)            18,077

General and administrative               193              417            259               24       (2,885)  (12)             8,735
 expenses

Depreciation and                                                                                     1,760    (8)
 amortization                              3               10              -                -         (130)   (8)             6,384
                                                                                                      (339)  (12)
                                      ------           ------         ------             ----      -------                 --------
  Income (loss) from
   operations                           (184)            (125)           327                 6        (385)                (21,316)

Other income (expense):
    Interest and other
     income                                4                -              -                -           (1)  (12)               188

    Interest expense                       -                -              -                -          381   (12)            (2,566)

                                                                                                      (493)  (14)
    Other expense                          -                -             (6)               -            -                      (74)
                                      ------           ------         ------             ----      -------                 --------
     Total other income
      (expense)                            4                -             (6)               -         (113)                  (2,452)
                                      ------           ------         ------             ----      -------                 --------
Income (loss) from
     continuing operations
      before income taxes               (180)            (125)           321                6         (498)                 (23,768)

Income tax (expense) benefit               -                -           (160)               -          650                      490
                                      ------           ------         ------             ----      -------                 --------
Income (loss) from
    continuing operations             $ (180)          $ (125)        $  161             $  6      $   152                 $(23,278)
                                      ======           ======         ======             ====      =======                 ========
Income (loss) from
    continuing operations
     per share, basic
     and diluted                                                                                                             $(0.26)
                                                                                                                           ========
Weighted average shares
      outstanding                                                                                   14,431   (9)             89,969
                                                                                                     8,057   (9)
                                                                                                       930  (13)
                                                                                                   =======                 ========
</TABLE>

                      See notes to pro forma adjustments.

                                       80
<PAGE>

                  AVIATION GROUP, INC. AND TRAVELBYUS.COM LTD.
              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED SEPTEMBER 30, 1999
       (expressed in thousands of U.S. Dollars, except per share amounts)


<TABLE>
<CAPTION>
                               Aviation                   Pro Forma            Pro Forma                       Express
                                Group        Global      Adjustments            Combined    travelbyus.com    Vacations
                             ------------  ----------  ---------------        ------------  ---------------  ------------
<S>                          <C>           <C>         <C>                    <C>           <C>              <C>
Revenues, net                    $15,097    $  9,438          $     -            $ 24,535          $     -         $7,235

Operating expenses                10,129      16,965                -              27,094              249          2,345

General and administrative
 expenses                          5,482           -                -               5,482              757          2,611

Depreciation, amortization
 and impairment                      674       4,403            5,868    (6)       10,945                5             41
                                --------     -------          -------             -------          -------        -------
 Income (loss) from               (1,188)    (11,930)          (5,868)            (18,986)          (1,011)         2,238
  operations

Other income (expense):
Interest and other income             52         139                -                 191               15            101
Interest expense                    (461)     (5,263)           4,674    (7)       (1,050)            (198)             -
                                --------     -------          -------             -------          -------        -------
 Total other income
  (expense)                         (409)     (5,124)           4,674                (859)            (183)           101
                                --------     -------          -------             -------          -------        -------
Income (loss) from
 continuing operations
 before income taxes              (1,597)    (17,054)          (1,194)            (19,845)          (1,194)         2,339

Income tax (expense)                (199)          -                -                (199)               -              -
 benefit                         -------     -------          -------            --------          -------         ------

Income (loss) from
 continuing operations           $(1,796)    (17,054)          (1,194)            (20,044)         $(1,194)         2,339
                                 =======     =======          =======            ========          =======         ======
Income (loss) from
 continuing operations per
 share, basic and diluted         $(0.53)                                          $(4.81)          $(0.04)
                                 =======                                         ========          =======

Weighted average shares            3,419                          750   (14)        4,169           29,083
 outstanding                     =======                      =======            ========          =======
</TABLE>

<TABLE>
<CAPTION>
                                  Cheap          Cruise           Epoch          Pro Forma               Pro Forma
                               Seats, Inc.       Shoppes        Technology      Adjustments               Combined
                              --------------  -------------  ----------------  -------------            ------------
<S>                           <C>             <C>            <C>               <C>                      <C>
Revenues, net                        $4,163         $2,629              $276       $(15,097)  (12)         $ 23,741

Operating expenses                    2,724          1,855               216        (10,129)  (12)           24,354

General and administrative
 expenses                             1,536            630                48         (5,002)  (12)            6,062

Depreciation, amortization
 and impairment                          21              -                 -           (674)  (12)           14,713
                                                                                      4,634    (8)
                                                                                       (259)   (8)
                                     ------         ------              ----       --------                --------
 Income (loss) from
  operations                           (118)           144                12         (3,667)                (21,388)

Other income (expense):
Interest and other income                 4             44                 -            (52)  (12)              303
Interest expense                          -             (9)                -            461   (12)           (1,536)
                                                                                       (740)  (14)
                                     ------         ------              ----       --------                --------
 Total other income                       4             35                 -           (331)                 (1,233)
  (expense)

Income (loss) from
 continuing operations                 (114)           179                12         (3,998)                (22,621)
 before income taxes

                                                                                        199   (12)
Income tax (expense)                     25            (30)                -            495   (10)              490
 benefit                             ------         ------              ----       --------                --------

Income (loss) from                   $  (89)           149              $ 12       $ (3,304)               $(22,131)
 continuing operations               ======         ======              ====       ========                ========

Income (loss) from
 continuing operations per
 share, basic and diluted                                                                                    $(0.25)
                                                                                                           ========

Weighted average shares                                                                 930   (13)           89,814
 outstanding                                                                         14,431    (9)
                                                                                     41,201    (9)
                                                                                   ========                ========
</TABLE>


                      See notes to pro forma adjustments.

                                       81
<PAGE>

                    Notes to Unaudited Pro Forma Adjustments


1.   Adjustment to record the acquisition of Aviation Group by travelbyus.com
     and the recapitalization of travelbyus.com by recording the approximate
     market value of the shares of common stock, options and warrants held by
     the Aviation Group shareholders at the travelbyus.com common share price
     immediately preceding the announcement of the merger with travelbyus.com.
     The shares of common stock, options and warrants held by Aviation Group's
     shareholders are treated as an issuance of new equity by travelbyus.com.
     4,678,801 shares of Aviation Group common stock at the travelbyus.com
     quoted price of $3.90 Canadian ($2.68 U.S.) per share results in an
     adjustment to stockholders' equity of approximately $12,539,000. The value
     of the options and warrants of $4,704,000 results in an additional
     adjustment to stockholders' equity. The values of the options and warrants
     are estimated using the Black Scholes option pricing model. These amounts,
     as well as the estimated transaction costs of $1,000,000 and a $450,000
     bonus due Aviation Group officers upon sale of the non travel related
     assets of Aviation Group are allocated to the identifiable net assets of
     Aviation Group based upon the estimated fair market values of those assets
     with the remainder of $41,383,000 assigned to goodwill. The goodwill that
     was recorded on the Aviation Group balance sheet of $43,975,000 was reduced
     by $2,592,000 as an adjustment to reflect the effect of the acquisition.
     The adjustment also includes the removal of Aviation Group's other
     stockholders' equity and accumulated deficit accounts and elimination of
     approximately $5 million of Series B preferred stock of Aviation Group
     owned by travelbyus.com. The estimated costs to register the securities
     being issued in the transactions of $500,000 will be a non-recurring charge
     to the operations of Aviation Group in the period following the
     transactions and are not included in the pro forma statement of operations.

     The components of the purchase adjustment are as follows:

     Value of shares issued                     $ 12,539,000
     Value of warrants and options                 4,704,000
     Transaction costs                             1,000,000
     Bonus liability assumed                         450,000
                                                ------------
        Total consideration and costs                           $18,693,000
     Fair value of identifiable assets          $(27,525,000)
     Fair value of liabilities                    18,715,000
     Fair value of preferred stock                31,500,000
                                                ------------
        Net obligations acquired                                 22,690,000
                                                                -----------
        Goodwill                                                $41,383,000
                                                                ===========

     Certain amounts in the purchase calculation above are based on preliminary
     estimates and the final amounts may differ.

2.   Adjustment to record a $1 million payment related to arranging the
     preferred stock sale. The payment of this amount is contingent on
     completion of the transactions.

3.   Adjustment to record the $0.01 per share par value of the Aviation Group
     shares of common stock to be issued to travelbyus.com shareholders,
     70,284,308 shares outstanding at March 31, 2000, and reflect the
     reorganization of travelbyus.com's shareholders' equity accounts to
     Aviation Group's capital structure.

4.   Adjustment to reclassify the Aviation Group assets and liabilities
     associated with its non- travel related business segments to net assets for
     resale, because the companies intend to sell those assets and repay the
     associated liabilities following completion of the arrangement with
     travelbyus.com. The assumed net proceeds of $4,684,000 are recorded as an
     addition to other assets and are also shown as a reduction of preferred
     stock, because any net proceeds from the sale of the non-travel related
     business segments is required to be used to redeem preferred stock.

5.   Adjustment to record the acquisition by travelbyus.com of (a) Cruise
     Shoppes in April 2000 for approximately $1,800,000 in cash and 2,619,000
     shares of common stock (valued at $7,373,000); and (b) Epoch Technology in
     May 2000 for $2,000,000 in cash and 3,200,000 shares of common stock
     (valued at $8,000,000). The number of shares to be issued to acquire Cruise
     Shoppes is to be adjusted based on the trading price of the travelbyus.com
     shares at July 7, 2000. The effect of the potential adjustment to the
     number of shares has not been considered in these pro forma financial
     statements. The adjustment also includes removal of the Cruise Shoppes and
     Epoch Technology stockholders' equity accounts. The Cruise Shoppes
     identifiable net assets are recorded at estimated fair value, with the
     remainder of approximately $7,593,000 assigned to goodwill. The Epoch
     Technology identifiable net assets are recorded at estimated fair value,
     including approximately $1,400,000 assigned to proprietary software rights.
     The remainder of approximately $8,666,000 was assigned to goodwill. In
     addition, the tax effect of the difference between the book and tax bases
     of the proprietary software of $490,000 is recorded as a deferred tax
     liability and an increase to goodwill, which brings the total adjustment to
     goodwill for the acquisition of Epoch to $9,156,000. The assets of Cruise
     Shoppes and Epoch have not been appraised and the allocations of values to
     identifiable assets and goodwill are subject to change. The adjustment
     includes the borrowing of $3,000,000 to partially fund the acquisitions.
     The borrowing includes five-year warrants to purchase 225,000 shares of
     common stock at $2.125 per share. The estimated value of the warrants of
     $470,000 has been treated as a discount to the debt and increase to other
     stockholders equity.

6.   Adjustment to record the effect of the amortization of the goodwill and
     contract rights recorded upon the purchase of Global Leisure over 10 years
     for goodwill and five years for contract rights as if the acquisition had
     occurred at the beginning of the respective periods.  The amortization is
     $5,868,000 for the year ended September 30, 1999 and $2,934,000 for the six
     months ended March 31, 2000.

7.   Adjustment to record the reduction in interest expense for the retirement
     of approximately $26.0 million in Global Leisure debt, as if the retirement
     had occurred at the beginning of the respective periods. The effective
     interest rates on the retired debt were approximately 18% and 21% for the
     year ended September 30, 1999 and the six months ended March 31, 2000,
     respectively. The amounts of the interest reduction are $4,674,000 for the
     year ended September 30, 1999 and $2,799,000 for the six months ended March
     31, 2000.

                                       82
<PAGE>


8.   Adjustment to record the effect of the amortization of the goodwill
     recorded upon the purchases of Cheap Seats, Express Vacations and Cruise
     Shoppes and the amortization of goodwill and proprietary software rights
     for Epoch Technology as if these acquisitions had occurred at the beginning
     of the respective periods. The acquisition of Cheap Seats includes
     contingent consideration, the resolution of which is currently unknown and
     has not been included in the amortization calculation. The goodwill is
     amortized over 10 years for Cheap Seats and Cruise Shoppes and five years
     for Express and Epoch. The proprietary software is amortized over five
     years. The goodwill amortization of Cheap Seats and Express Vacations are
     included in the travelbyus.com historical statements of operations for the
     six months ended March 31, 2000 beginning January 1, 2000 and November 1,
     1999, respectively. The pro forma adjustments record the additional amounts
     which would have been recorded if the acquisitions had occurred at the
     beginning of the periods. The amounts of the adjustments are as follows:

                  Six Months Ended March 31, 2000  Year ended September 30, 1999
                  -------------------------------  -----------------------------
Cheap Seats                            $  265,000                     $1,061,000
Express Vacations                          59,000                        703,000
Epoch Technology                        1,007,000                      2,111,000
Cruise Shoppes                            381,000                        761,000
                                       ----------                     ----------
   Total                               $1,760,000                     $4,634,000
                                       ==========                     ==========

     An additional adjustment is made to record the reduction in amortization of
     goodwill recorded upon the acquisition of Aviation Group by travelbyus.com.
     This adjustment is $254,000 and $130,000 for the year ended September 30,
     1999 and the six months ended March 31, 2000, respectively. The adjustment
     is a reduction in amortization because goodwill previously recorded on
     Aviation Group was reduced in the acquisition adjustment by travelbyus.com
     as explained in Note 1.

 9.  Adjustment to the number of weighted average shares outstanding as if the
     share exchange between Aviation Group and travelbyus.com and the common
     stock issued in the acquisitions of Cheap Seats, Express Vacations, Epoch
     Technology and Cruise Shoppes had occurred at the beginning of the
     respective periods. The adjustments for the shares issued in the share
     exchange between Aviation Group and travelbyus.com are 41,201,000 and
     8,057,000 for the year ended September 30, 1999 and the six months ended
     March 31, 2000 respectively. The adjustment for shares issued to acquire
     the companies is a total of 14,431,000 for each period. Common stock
     options, warrants and convertible securities are not considered because
     their effect would be antidilutive.

10.  Adjustment to reduce income tax expense to the amount that would have
     occurred had the transactions taken place at the beginning of the period.

11.  The operations of Express Vacations and Cheap Seats that are presented in
     the pro forma statement of operations for the six months ended March 31,
     2000 are for the periods prior to November 1, 1999 and January 6, 2000,
     respectively, after which the operations of these companies are
     consolidated with the historical  statement of operations of
     travelbyus.com.

12.  Adjustment to remove statement of operations accounts of Aviation Group's
     non-travel related segments, to reflect the expected sale of these assets
     and repayment of associated liabilities following completion of the
     arrangement with travelbyus.com. General and administrative expenses of
     $480,000 for the year ended September 30, 1999 and $240,000 for the six
     months ended March 31, 2000 are not removed because these amounts are the
     estimated costs that will continue with the ongoing entity.

13.  Adjustment to the number of weighted average shares outstanding as if  the
     sale of 750,000 shares of common stock by Aviation Group and  930,000
     common shares by travelbyus.com in connection with these transactions had
     occurred at the beginning of the respective periods.

14.  Adjustment to record the interest expense that would be incurred on the $3
     million borrowing described in 5. above, as if the borrowing had occurred
     at the beginning of the respective periods. The stated interest rate is 12%
     and the note is due nine months after issuance. The interest expense is
     $740,000 and $493,000, respectively, for the year ended September 30, 1999
     and the six months ended March 31, 2000, which includes $470,000 and
     $313,000, respectively, for the amortization of the discount on the debt
     related to the value of the warrants issued with the debt as described in
     Note 5.

                                       83
<PAGE>

                  DESCRIPTION OF AVIATION GROUP CAPITAL STOCK

     Aviation Group is a Texas corporation governed by its articles of
incorporation, bylaws and the Texas Business Corporation Act.  The following
description of Aviation Group's capital stock is only a summary and not intended
to be complete.  For a complete description of Aviation Group's capital stock,
we urge you to read Aviation Group's articles of incorporation and bylaws, which
are filed as exhibits to the registration statement of which this joint proxy
statement/prospectus is a part.  The authorized capital stock of Aviation Group
consists of 10 million shares of common stock, $0.01 par value, and 5 million
shares of preferred stock, $0.01 par value.  One of the proposals submitted for
approval at the Aviation Group special meeting, if adopted by shareholders,
would increase the authorized number of shares of common stock to 255 million.

Common Stock

     As of May 31, 2000, Aviation Group had approximately 60 holders of record
of its common stock.  The holders of outstanding shares of common stock may
receive dividends out of assets legally available at the times and in the
amounts as the Aviation Group board of directors may, from time to time,
determine.  These dividends are subject to any preferences which may be granted
to the holders of preferred stock. Holders of common stock do not have
cumulative voting rights and are entitled to one vote per share on all matters
on which the holders of common stock may vote. The common stock does not have
preemptive rights and is not subject to redemption or conversion. Upon
liquidation, dissolution, or winding-up of Aviation Group, the assets available
for distribution to shareholders are distributable ratably among the holders of
the common stock after payment of all debt and liabilities of Aviation Group and
the liquidation preference of any outstanding class or series of preferred
stock. All outstanding shares of common stock are, and the shares of common
stock to be issued in exchange for exchangeable shares will be, when issued and
delivered, validly issued, fully paid, and nonassessable. The rights of holders
of common stock are subject to the preferential rights of any preferred stock
that is outstanding or that Aviation Group may issue in the future.

Preferred Stock

     The Aviation Group board of directors may, without further action of the
shareholders of Aviation Group, establish and issue shares of preferred stock in
one or more series and fix the rights, preferences and restrictions of the
series of preferred stock.  The rights of holders of common stock are subject
to, and may be adversely affected by, the rights of holders of preferred stock.
The issuance of additional shares of preferred stock could adversely affect the
voting power of holders of common stock and could have the effect of delaying or
preventing a change in control of Aviation Group or other corporate action.  The
board has established three series of preferred stock.  Aviation Group issued
shares of preferred stock in connection with its acquisition of Global Leisure
and the related financing.

Series A Convertible Preferred Stock

     Aviation Group has designated 2,000 shares of Series A convertible
preferred stock, par value $0.01 per share. As of May 31, 2000, 1,650 shares of
Series A convertible preferred stock were issued and outstanding.

     Ranking.  The Series A convertible preferred stock ranks junior to Series B
preferred stock and Series C convertible preferred stock but senior to the
common stock and any other series of preferred stock as to dividends and
liquidation preference.

     Dividends.  If declared by the board of directors of Aviation Group,
dividends on each share of the Series A convertible preferred stock will be paid
each month at an annual rate of 9% of the liquidation preference per share.
Dividends must be paid prior to payment of any dividends on the common stock or
any series of preferred stock other than Series B preferred stock and Series C
convertible preferred stock.  Any unpaid dividends accrue and are cumulative.

     Liquidation Preference.  Upon liquidation, dissolution or winding up of
Aviation Group, and after the payment of the liquidation preferences of the
Series B preferred stock and the Series C convertible preferred stock but before
payment of any amount to any other class or series of capital stock of Aviation
Group, each share of  Series A convertible preferred stock will be entitled to
be paid out of assets available for distribution $10,000 plus all accrued unpaid
dividends, calculated through the date of liquidation.

                                       84
<PAGE>

     Voting Rights.  The holders of Series A convertible preferred stock will be
entitled to vote as shareholders of Aviation Group on any matters after the
earlier of September 30, 2000 or the completion of the arrangement.  Each share
will be entitled to one vote and will vote together as a single class with the
holders of common stock.  The holders of the Series A convertible preferred
stock will have the right to vote as a separate class if required by the Texas
Business Corporation Act or on matters that adversely affect that series.

     Redemption.  Aviation Group has the right to redeem all or part of the
outstanding Series A convertible preferred stock at any time on or before
September 30, 2000.  The redemption price per share will be $10,000 plus all
accrued unpaid dividends, calculated through the date of redemption.  After
receiving notice of a redemption, holders of Series A convertible preferred
stock will have the right to convert their shares of Series A convertible
preferred stock into shares of common stock.

     Conversion. Holders of Series A convertible preferred stock have the right
to convert their stock into shares of common stock at any time after October 31,
2000, or earlier if Aviation Group has exercised its right to redeem the stock.
In addition, Aviation Group has the right to require conversion of the Series A
convertible preferred stock into shares of common stock at any time.  This right
of Aviation Group terminates when Aviation Group completes a new common stock,
preferred stock or debt financing after consummation of the arrangement that
provides new gross cash proceeds to Aviation Group of at least $25.0 million.

     The conversion price is the greater of $6 or the arithmetic mean of the
closing bid prices of the common stock as reported by Bloomberg, L.P. for the 21
trading days preceding the date of conversion.  The number of shares of common
stock into which each share of Series A preferred stock is converted equals (A)
$10,000 plus all accrued unpaid dividends calculated through the date of
conversion, divided by (B) the conversion price.

     No fractional shares will be issued upon conversion of the Series A
convertible preferred stock.  Aviation Group will pay a cash amount to any
holder of Series A convertible preferred stock who otherwise would be entitled
to a fractional share.

Series B Preferred Stock

     Aviation Group has designated 3,000 shares of Series B preferred stock, par
value $0.01 per share.  As of May 31, 2000, 2,153 shares of Series B preferred
stock were issued and outstanding.  The shares of Series B preferred stock were
issued as part of units with the Series C warrants.

     Ranking.  The Series B preferred stock ranks on parity with the Series C
convertible preferred stock and senior to common stock and any other series of
preferred stock as to dividends and liquidation preference.

     Dividends.  Dividends on the Series B preferred stock, if declared by the
board of directors of Aviation Group, will be paid quarterly at an annual rate
of 12% of liquidation preference per share.  Dividends will be paid prior to
payment of any dividends on the common stock or any series of preferred stock
other than the Series C convertible preferred stock. Any unpaid dividends accrue
and are cumulative.

     Liquidation Preference.  Upon liquidation, dissolution or winding up of
Aviation Group, and before payment of any amount to any other class or series of
capital stock of Aviation Group, each share of  Series B preferred stock and
Series C convertible preferred stock will be entitled to be paid out of assets
available for distribution $10,000, plus all accrued unpaid dividends calculated
through the date of liquidation.

     Voting Rights.  No holder of Series B preferred stock will be entitled to
vote as a shareholder of Aviation Group except to the extent required by the
Texas Business Corporation Act or on matters that adversely affect that series.

     Redemption.  Aviation Group has the right to redeem all or part of the
outstanding Series B preferred stock at any time after February 28, 2001.
Additionally, Aviation Group is required to redeem shares of the outstanding
Series B preferred stock from and to the extent of the net cash proceeds from
the sale of any assets of Aviation Group other than in the ordinary course of
business or any public debt or equity securities after completion of the
arrangement.  The Series B preferred stock will be redeemed at a price per share
equal to $10,000, plus all accrued unpaid dividends, calculated through the date
of redemption.

                                       85
<PAGE>

     Conversion.  Holders of Series B preferred stock do not have the right to
convert their stock to shares of common stock.

Series C Convertible Preferred Stock

     Aviation Group has designated 3,000 shares of Series C convertible
preferred stock, par value $0.01 per share. No shares of Series C convertible
preferred stock are outstanding. Aviation Group is offering to issue shares of
this series in exchange for outstanding shares of Series B preferred stock, on a
one-for-one basis.

     Ranking.  The Series C preferred stock ranks on parity with Series B
preferred stock and senior to common stock and any other series of preferred
stock as to dividends and liquidation preference.

     Dividends.  If declared by the board of directors of Aviation Group,
dividends on each share of the Series C convertible preferred stock will be paid
each month at an annual rate of 9% of the liquidation preference per share.
Dividends will be paid prior to payment of any dividends on the common stock or
any series of preferred stock other than the Series B preferred stock.  Any
unpaid dividends will accrue and are cumulative.

     Liquidation Preference.  Upon liquidation, dissolution or winding up of
Aviation Group, and before payment of any amount to any other class or series of
capital stock of Aviation Group, each share of  Series B preferred stock and
Series C convertible preferred stock will be entitled to be paid out of assets
available for distribution $10,000, plus all accrued unpaid dividends calculated
through the date of liquidation.

     Voting Rights.  The holders of Series C convertible preferred stock will be
entitled to vote as shareholders of Aviation Group after the earlier of
September 30, 2000, or the completion of the arrangement.  Each share of Series
A convertible preferred stock will be entitled to one vote per share and will
vote together as a single class with the holders of common stock.  The holders
of Series C convertible preferred stock will have the right to vote as a
separate class if required by the Texas Business Corporation Act or on matters
that adversely affect that series.

     Redemption.  Aviation Group has the right to redeem all or part of the
outstanding Series C convertible preferred stock at any time on or before
September 30, 2000.  The redemption price per share will be $10,000, plus all
accrued but unpaid dividends calculated through the date of redemption.  After
receiving notice of redemption, holders of Series C convertible preferred stock
will have the right to convert their shares of Series C convertible preferred
stock into shares of common stock.

     Conversion.  Holders of Series C convertible preferred stock have the right
to convert their stock into shares of common stock, at any time after October
31, 2000, or earlier if Aviation Group has elected to exercise its right to
redeem the stock.  In addition, Aviation Group has the right to require
conversion of the Series C convertible preferred stock into shares of common
stock at any time after February 28, 2001.

     The conversion price is the greater of $6 or the arithmetic mean of the
closing bid prices of the common stock as reported by Bloomberg, L.P. for the 21
trading days preceding the date of conversion.  The number of shares of common
stock into which each share of Series C convertible preferred stock is converted
equals (A) $10,000 plus all accrued unpaid dividends calculated through the date
of conversion, divided by (B) the conversion price.

     No fractional shares will be issued upon conversion of the Series C
convertible preferred stock.  Aviation Group will pay a cash amount to any
holder of Series C convertible preferred stock who otherwise would be entitled
to a fractional share.

Warrants and Options

Public Warrants

     As of May 31, 2000, Aviation Group has outstanding 1,150,000 redeemable
common stock purchase warrants that expire in August 2002.  These warrants are
publicly held and traded on the Nasdaq SmallCap Market and Boston Stock
Exchange.  Each warrant entitles the holder to purchase 1.198 shares of Aviation
Group common stock at an

                                       86
<PAGE>

exercise price of $5.758 per share, subject to adjustment if a merger,
reorganization, stock dividend, stock split or recapitalization occurs, unless
earlier redeemed.

     The warrants are redeemable, in whole and not in part, by Aviation Group if
the average closing price of the common stock for a period of any 20 consecutive
trading days is at least $9.4875.  The warrants are redeemable at a price of
$0.10 per warrant.  A holder must either exercise the warrant within 30 days of
the notice of redemption or accept the redemption price.

     Holders of warrants have no voting, dividend or other rights as
shareholders of Aviation Group with respect to the shares underlying the
warrants, unless and until the warrants are exercised.

Employee Stock Options

     As of May 31, 2000, Aviation Group has outstanding incentive stock options
to purchase, at an exercise price of $1.685 per share, an aggregate of 35,000
shares of common stock.  In addition., Aviation Group's Chairman Lee Sanders
owns an incentive stock option to purchase 50,000 shares of common stock at
$1.8563 per share.  These options expire in 2004 and 2005.

Warrants Issued In Connection With Global Acquisition

     Aviation Group issued certain warrants in connection with its acquisition
of Global Leisure and related financing.  On May 31, 1000, Aviation Group had
outstanding:

          -    Series A warrants to purchase a total of 750,000 shares of common
               stock at an exercise price of $5 per share;

          -    Series B warrants to purchase a total of 3,500,000 shares of
               common stock at an exercise price of $3 per share; and

          -    Series C warrants to purchase a total of 1,239,750 shares of
               common stock at an exercise price of $3 per share.

These warrants are not exercisable until the Aviation Group shareholders approve
the issuance of the warrants and increase the authorized number of shares of
common stock.  The warrants expire on the earlier of March 31, 2005, or 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.  Aviation Group intends to register the underlying shares of
common stock for resale under the Securities Act.  The exercise price and the
number of shares of common stock purchasable under the warrants are adjusted in
the event of any stock dividend, stock split, recapitalization or merger.
Holders of the warrants do not possess any rights as shareholders of Aviation
Group before exercise.

     Under the terms of the Series A warrant to purchase 500,000 shares of
common stock that was issued to the former controlling owner of Global Leisure,
Aviation Group is required to redeem the 1,005 shares of Series A convertible
preferred stock held by that owner from and to the extent that the net cash
proceeds from the sale of any public debt or equity securities after completion
of the arrangement exceed $25 million and the amount needed to redeem all
outstanding shares of the Series B preferred stock.  However, no redemption is
required from the sale of common stock or preferred stock that is junior to the
Series A preferred stock or to the extent the net cash proceeds are used to
effect a strategic acquisition by Aviation Group.  The total redemption price of
the former owner's Series A preferred stock would be $10,050,000, plus any
accrued unpaid dividends calculated through the date of redemption.  The other
Series A warrant to purchase 250,000 shares of common stock was issued to a
former minority owner of Global Leisure, whose principal is involved in Global
Leisure's management.  These warrants are not exercisable or transferable until
the revenues of Global Leisure exceed $80 million and Global Leisure has net
income for any four consecutive fiscal quarters.

     The Series C warrants may be redeemed by Aviation Group, at $0.10 per
warrant, if the closing bid price of its common stock for 60 consecutive trading
days exceeds $5 per share.  If Aviation Group exercises this right, holders may
exercise the warrants and pay the exercise price or accept the redemption price.
Holders who do not exercise their warrants prior to redemption by Aviation Group
will forfeit their right to purchase the shares of common stock underlying

                                       87
<PAGE>

the warrants. The Series C warrants were issued as part of units with the Series
B preferred stock. Prior to completion of the arrangement, the Series C warrants
may not be transferred separate from the Series B preferred stock with which it
was issued as a unit.

Underwriters' Warrants

     In connection with its initial public offering in 1997, Aviation Group sold
to its underwriter, for $0.001 per warrant, warrants to purchase a combination
of 100,000 shares of its common stock at an exercise price of $9.4875 per share
and 100,000 redeemable common stock purchase warrants at an exercise price of
$11.38 per warrant.  The underwriters' warrants expire on August 13, 2002.  The
exercise price and the number of shares of common stock purchasable under the
underwriters' warrants are subject to adjustment if a merger, reorganization,
stock dividend, stock split or recapitalization occurs.  Holders of the
underwriters' warrants do not possess any rights as shareholders of Aviation
Group before exercise.  They do have certain demand and piggyback registration
rights.

Other Warrants

     In addition to the options and warrants described above, as of May 31,
2000, Aviation Group had outstanding warrants to purchase a total of 707,166
shares of its common stock at exercise prices varying between $1 and $8 per
share and expiring at various dates up to February 2005.

     In February 2000, Aviation Group issued to three of its directors, Hank
Clements, Gordon Whitener and Charles E. Weed, contingent warrants to purchase a
total of 150,000 shares of its common stock exercisable at $1.50 per share.  The
exercisability of these warrants is subject to approval of Aviation Group's
shareholders and the completion of the arrangement with travelbyus.com.  For a
description of these warrants, see the discussion under "Proposal No. 7:
Ratification of Warrants to Purchase 150,000 shares of Aviation Group Common
Stock" on page 100.

     In February 2000, Aviation Group issued to two of its executive officers,
Lee Sanders and Richard Morgan, contingent warrants to purchase a total of
500,000 shares of its common stock exercisable at $1.50 per share.  The
exercisability of these warrants is contingent on the approval of Aviation
Group's shareholders.  For a description of these warrants, see the discussion
under "Proposal No. 4:  Ratification of Warrants to Purchase 500,000 Shares of
Aviation Group Common Stock" on page 97.

Convertible Debt Securities

     Aviation Group has outstanding certain notes that are convertible at the
option of the holders at $4.50 per share into shares of Aviation Group common
stock.  The convertible notes require equal quarterly installments of principal
in an amount necessary to fully amortize the notes by March 1, 2001, when all
remaining principal and accrued interest will be due.  In March 2000, holders of
$340,600 in principal amount of the convertible notes elected to convert their
notes. However, as an inducement to convert, Aviation Group guaranteed that any
resales of the shares obtained by these holders would result in proceeds of at
least the conversion price.  As of May 31, 2000, Aviation Group had outstanding
$25,000 in aggregate principal amount of unconverted convertible notes.

Transfer Agent, Registrar and Warrant Agent

          Securities Transfer Corporation, Dallas, Texas, is the stock transfer
agent and registrar for the common stock and the warrant agent for Aviation
Group's Series B and Series C warrants and its public warrants.  Aviation Group
serves as its own transfer agent and registrar for its preferred stock and other
warrants.

                                       88
<PAGE>

                       COMPARISON OF SHAREHOLDERS' RIGHTS

     While the rights and privileges of shareholders of a Texas corporation are,
in many instances, comparable to those of shareholders of an Ontario company,
there are differences.  The following is a summary of the material differences
between the rights of holders of travelbyus.com common shares and those of the
holders of Aviation Group common stock after giving effect to the arrangement.
These differences arise from differences between United States and Canadian
securities laws, between the Texas Business Corporation Act and the Ontario
Business Corporations Act, and between the travelbyus.com articles of
incorporation and bylaws and the Aviation Group articles of incorporation and
bylaws.

Vote Required for Extraordinary Transactions

     Under the Ontario Business Corporations Act, extraordinary corporate
actions, such as certain amalgamations, continuances and sales, leases or
exchanges of all or substantially all the property of a corporation other than
in the ordinary course of business, and other extraordinary corporate actions
such as liquidations, dissolutions and, if ordered by a court, arrangements, are
required to be approved by special resolution.  A special resolution is a
resolution passed at a meeting by not less than two-thirds of the votes cast by
the shareholders that voted in respect to the resolution.  In certain cases, a
special resolution to approve an extraordinary corporate action is also required
to be approved separately by the holders of a class or series of shares,
including in certain cases a class or series of shares not otherwise carrying
voting rights.

     Texas law generally requires that a merger, share exchange, conversion or
sale of all or substantially all of the assets or dissolution of a corporation
be approved by the holders of at least two-thirds of the outstanding shares
entitled to vote, unless the corporation's articles of incorporation provide
otherwise.  The articles of incorporation of Aviation Group do not provide
otherwise.  Therefore these actions require approval by the affirmative vote of
holders of at least two-thirds of the outstanding shares entitled to vote on
them.   Under Article 5.03 of the Texas Business Corporation Act, unless the
articles of incorporation otherwise require, action by the shareholders of a
corporation on a plan of merger in which the corporation is a party to the
merger will not be required in certain circumstances when the corporation is the
survivor and no more than 20% of the outstanding voting shares are issued in the
merger.  The articles of incorporation of Aviation Group do not require
otherwise.  The Texas Business Corporation Act does not require a vote of
shareholders for the merger of a Texas corporation with a corporation in which
it holds at least 90% of the outstanding shares of each class and series of the
corporation.  The Texas Business Corporation Act also does not require a vote of
shareholders for a special type of merger transaction intended to form a holding
company.

     Take-over bids, issuer bids or self tenders, going-private transactions and
transactions with directors, officers, significant shareholders and other
related parties to which travelbyus.com is a party will be subject to regulation
by Canadian provincial securities legislation and administrative policies of
Canadian securities administrators.  Similar matters to which Aviation Group is
a party will be subject to regulation under U.S. securities laws and the
Securities and Exchange Commission.  Texas also has a business combination
statute that applies to Aviation Group.  Aviation Group cannot engage in a
business combination with a shareholder that is a beneficial owner of 20% or
more of its outstanding voting shares unless the business combination is
approved by the board of directors before the affected shareholder acquired its
shares or by a vote of the holders of at least two-thirds of the outstanding
voting shares of Aviation Group.  This statute would make a hostile takeover bid
more difficult without the cooperation of Aviation Group's board of directors.

Dissenters' Rights

     Article 5.11 of the Texas Business Corporation Act provides for appraisal
rights in the case of a plan of merger or exchange or a sale of all or
substantially all of the corporation's assets where shareholder approval is
required.  No appraisal rights are available for a plan of merger or plan of
exchange if:

     -    the shares of the corporation held by the shareholder are listed on a
          national securities exchange or held of record by at least 2,000
          holders; and

                                       89
<PAGE>

     -    the shareholder is not required to accept any consideration other than
          (a) shares of a corporation that will be listed on a national
          securities exchange or will be held of record by at least 2,000
          holders and (b) cash in lieu of fractional shares.

     The Ontario Business Corporations Act provides that the shareholders who
are entitled to vote on certain matters are entitled to exercise dissent rights
and to be paid the fair value of their shares in connection therewith.  The
Ontario Business Corporations Act does not distinguish for this purpose between
listed and unlisted shares.  Such matters include:

     -    an amendment of articles to add, remove or change any restriction on
          the issue, transfer or ownership of shares of a class or series of the
          shares of the corporation;

     -    an amendment of articles to add, remove or change any restriction upon
          the business or businesses that the corporation may carry on or upon
          the powers that the corporation may exercise;

     -    an amalgamation with another corporation;

     -    a continuance under the laws of another jurisdiction; or

     -    the sale, lease or exchange of all or substantially all of the
          property of the corporation.

Under the Ontario Business Corporations Act, a shareholder may, in addition to
exercising dissent rights, seek an oppression remedy for any act or omission of
a corporation which is oppressive, unfairly prejudicial to or that unfairly
disregards a shareholder's interests.

Cumulative Voting and Classification of Board of Directors

     The articles of incorporation and bylaws of Aviation Group do not provide
for cumulative voting in director elections.  The bylaws of Aviation Group
provide for a board of directors staggered in three classes.  The term of office
of each class of directors is three years.  The articles of incorporation and
bylaws of travelbyus.com do not provide for cumulative voting in director
elections or for a classified board of directors.

Amendment to Governing Documents

     Article 4.02 of the Texas Business Corporation Act provides that an
amendment to a corporation's articles of incorporation must be approved by the
board of directors and by the affirmative vote of holders of at least two-thirds
of the outstanding shares entitled to vote, unless the corporation's articles of
incorporation provide otherwise.  The articles of incorporation of Aviation
Group do not provide otherwise.  If an amendment alters the powers, preferences
or special rights of a particular class or series of stock so as to affect them
adversely, that class or series will have the power to vote as a class
notwithstanding the absence of that power in the articles of incorporation.
Aviation Group's articles of incorporation specifically authorize the board of
directors to adopt, amend and repeal the bylaws of Aviation Group.  The Texas
Business Corporation Act also specifies that the shareholders have the power to
adopt, amend and repeal the bylaws. The bylaws of Aviation Group provide that
for shareholders to adopt, amend or repeal the bylaws or any of their
provisions, a vote of the holders of at least two-thirds of the outstanding
shares entitled to vote is required.

     Under the Ontario Business Corporation Act, any amendment to a company's
articles of incorporation generally is required to be approved by special
resolution.  Under the Ontario Business Corporation Act, unless the articles or
bylaws of the company otherwise provide, the directors may, by resolution, make,
amend, repeal or re-enact any bylaws that regulate the business or affairs of
the company.  If the directors make, amend, repeal or re-enact a bylaw, they are
required under the Ontario Business Corporations Act to submit the bylaw,
amendment, repeal or re-enactment to the shareholders at a special meeting of
the shareholders of the company called for that purpose or at the next annual
meeting of shareholders.  The bylaw, in default of confirmation at the meeting,
will from that time only cease to be in force.  The shareholders may confirm,
reject or amend the bylaw, amendment, repeal or re-enactment by an ordinary
resolution.  An ordinary resolution is a resolution passed by a majority of the
votes cast by shareholders present in person or by proxy at the meeting at which
the bylaw is considered.

                                       90
<PAGE>

Derivative Action

     Derivative actions may be brought in Texas by a shareholder on behalf of,
and for the benefit of, the corporation. Section 5.14 of the Texas Business
Corporation Act provides that a shareholder must have been a shareholder of the
corporation at the time of the act or omission of which he or she complains and
must fairly and adequately represent the interests of the corporation in
enforcing the corporation's rights.  A shareholder may not sue derivatively
unless he or she first makes demand on the corporation that it bring suit and
the demand has been refused or 90 days have expired from the date the demand was
made unless irreparable injury to the corporation is being suffered or would
result by waiting for the expiration of the 90-day period.

     Under the Ontario Business Corporations Act, a complainant may apply to the
court for leave to bring an action in the name of and on behalf of a corporation
or any subsidiary, or to intervene in an existing action to which the
corporation is a party, for the purpose of prosecuting, defending or
discontinuing the action on behalf of the corporation. Under the Ontario
Business Corporations Act, no action may be brought and no intervention in an
action may be made unless the complainant has given fourteen days' notice to the
directors of the corporation or its subsidiary of the complainant's intention to
apply to the court if: (i) the directors of the corporation or its subsidiary do
not bring, diligently prosecute or defend or discontinue the action; (ii) the
complainant is acting in good faith; and (iii) it appears to be in the interests
of the corporation or its subsidiary that the action be brought, prosecuted,
defended or discontinued.

     Under the Ontario Business Corporations Act, the court in a derivative
action may make any order it thinks fit.  In addition, under the Ontario
Business Corporations Act, a court may order a corporation or its subsidiary to
pay the complainant's interim costs, including reasonable legal fees and
disbursements.  Although the complainant may be held accountable for the interim
costs on final disposition of the complaint, it is not required to give security
for costs in a derivative action.

Director Qualifications

     The bylaws of Aviation Group provide that its directors need not be
residents of Texas or shareholders of Aviation Group unless the articles of
incorporations so require.  The articles of incorporation of Aviation Group do
not contain a provision regarding qualification of directors.

     In the absence of qualifications in the articles of incorporation or
bylaws, directors of an Ontario company need not be residents of Ontario or
Canada, nor be shareholders of the company, in order to act as directors of the
company. travelbyus.com's articles of incorporation and bylaws contain no
provisions regarding qualification of directors.  However, the Ontario Business
Corporations Act does require a board of directors of a company that has made a
distribution to the public of its securities to be composed of at least three
directors and that a majority of the directors of every corporation other than a
non-resident corporation be resident Canadians.

Fiduciary Duties of Directors

     Directors of corporations incorporated or organized under the Ontario
Business Corporations Act and the Texas Business Corporation Act have fiduciary
obligations to the corporation and their shareholders.  Pursuant to these
fiduciary obligations, the directors must act in accordance with the so-called
duties of  "due care" and "loyalty."  Under the Texas Business Corporation Act,
the duty of care requires that the directors act in an informed and deliberative
manner and to inform themselves, prior to making a business decision, of all
material information reasonably available to them.  The duty of loyalty may be
summarized as the duty to act in good faith, not out of self-interest, and in a
manner which the directors reasonably believe to be in the best interests of the
shareholders.  Pursuant to the Ontario Business Corporations Act, directors must
act honestly and in good faith with a view to the best interests of the
corporation, and must exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.

Indemnification of Officers and Directors

     The Texas Business Corporation Act provides that a corporation may
indemnify its present and former directors, officers, employees and agents, each
called an indemnitee, against all reasonable expenses, including attorneys'
fees. Except in actions initiated by or in the right of the corporation, the
corporation may indemnify any indemnitee against all judgments, fines and
amounts paid in settlement in actions brought against them, if the indemnitee
acted in good faith and

                                       91
<PAGE>

in a manner which he or she reasonably believed to be in or not opposed to the
best interests of the corporation. The corporation may indemnify the indemnitee
for a criminal action or proceeding if he or she had no reasonable cause to
believe that his or her conduct was unlawful. The corporation may indemnify an
indemnitee to the extent that he or she is successful on the merits or otherwise
in the defense of any proceeding associated with an action. If an action is
brought against a present or former director, officer, employee or agent by or
in the right of the corporation, the corporation may not make any
indemnification in respect of any claim, issue or matter as to which the person
is adjudged to be liable to the corporation unless and only to the extent that
an appropriate court of law determines that, despite the adjudication of
liability, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to be indemnified for the expenses the court
deems proper. The Aviation Group articles of incorporation provide for
indemnification of directors and officers to the fullest extent permitted by the
Texas Business Corporation Act. The Texas Business Corporation Act allows for
the advance payment of an indemnitee's expenses prior to the final disposition
of an action, if the indemnitee agrees to repay any amount advanced if it is
later determined that the indemnitee is not entitled to indemnification with
regard to the action for which the expenses were advanced.

     Under the Ontario Business Corporations Act, a corporation may indemnify a
director or officer, a former director or officer or a person who acts or acted
at the corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor, and his or her heirs
and legal representatives, each called an indemnifiable person, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of such
corporation or such body corporate, if:

     -    he or she acted honestly and in good faith with a view to the best
          interests of such corporation; and

     -    in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, he or she had reasonable grounds
          for believing that his or her conduct was lawful.

An indemnifiable person is entitled by statute to such indemnity from the
corporation if he or she was substantially successful on the merits in his or
her defense of the action or proceeding and fulfilled the conditions set out
above.  A corporation may, with the approval of a court, also indemnify an
indemnifiable person in respect of an action by or on behalf of the corporation
or body corporate to procure a judgment in its favor, to which such person is
made a party by reason of being or having been a director or an officer of the
corporation or body corporate, if he or she fulfils the conditions set out in
above.  The Ontario Business Corporations Act does not expressly provide for an
advance payment of expenses of an indemnifiable person.

Director Liability

     The Texas Business Corporation Act provides that the articles of
incorporation of the corporation may limit a director's monetary liability if
the liability does not arise from the following:

     -    acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;

     -    breach of the duty of loyalty;

     -    the payment of unlawful dividends; or

     -    expenditure of funds for unlawful stock purchases or redemptions or
          transactions from which the director derived an improper personal
          benefit.

     The articles of incorporation of Aviation Group contain a provision
limiting the monetary liability of its directors to the fullest extent permitted
by the Texas Business Corporation Act.  The Ontario Business Corporations Act
does not permit limitation of a director's liability.

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<PAGE>

Special Meetings of the Shareholders

     The bylaws of Aviation Group provide that a special meeting of the
shareholders may be called by the chairman of the board, the president or the
secretary of Aviation Group, the Aviation Group board of directors or the
holders of at least 10% of the outstanding shares entitled to vote at the
meeting.

     Under the Ontario Business Corporations Act, the directors of a
corporation:

     -    shall call an annual meeting of shareholders not later than eighteen
          months after the corporation comes into existence and subsequently not
          later than fifteen months after holding the last preceding annual
          meeting; and

     -    may at any time call a special meeting of shareholders.

Under the Ontario Business Corporations Act, the holders of not less than five
per cent (5%) of the issued shares of a corporation that carry the right to vote
at the meeting sought to be held, may requisition the directors to call a
meeting of shareholders for the purposes stated in such requisition.  On
receiving a requisition, the Ontario Business Corporations Act provides that the
directors shall call a meeting of shareholders to transact the business stated
in the requisition, subject to certain exceptions.  If the directors do not call
a meeting within 21 days after receiving the requisition, any shareholder that
signed the requisition may call the meeting.

Shareholder Action by Written Consent

     Article 9.10 of the Texas Business Corporation Act provides that
shareholders may act without a meeting only by the unanimous written consent of
all of the shareholders, unless the articles of incorporation otherwise provide.
The articles of incorporation of Aviation Group do not provide otherwise.  Under
the Ontario Business Corporations Act, shareholder action without a meeting may
only be taken by written resolution signed by all shareholders that would be
entitled to vote at a meeting.

Removal of Directors

     Under Article 2.32 of the Texas Business Corporation Act, directors of a
corporation are elected to serve until the next annual meeting of shareholders,
and until their successors are elected and qualified.  Any director or the
entire board of directors may be removed in accordance with provisions of the
corporation's articles of incorporation or bylaws.  The bylaws of Aviation Group
provide that a majority of the shareholders may remove any director with or
without cause at any shareholders meeting called expressly for that purpose.
The articles of incorporation of Aviation Group contain no provisions in this
regard.

     Under the Ontario Business Corporations Act, the shareholders of a
corporation may by ordinary resolution at an annual or special meeting remove
any director or directors from office.  However, where the holders of any class
or series of shares of a corporation have an exclusive right to elect one or
more directors, a director so elected may only be removed by an ordinary
resolution at a meeting of the shareholders of that class or series.

No Pre-emptive Rights

     No holder of any class of capital stock of Aviation Group or travelbyus.com
has a pre-emptive right to subscribe to any or all additional issues of the
stock of Aviation Group or travelbyus.com.

Inspection of Books and Records

     The Texas Business Corporations Act provides that a person who has been a
shareholder of a corporation for at least six months or is the holder of at
least 5% of the outstanding shares of a corporation, may for any proper purpose
upon written demand, inspect the books and records of the corporation and make
extracts therefrom.

     The Ontario Business Corporations Act provides that shareholders,
creditors, their agents and legal representatives may examine certain of the
corporation's records during usual business hours and take extracts therefrom

                                       93
<PAGE>

free of charge, and, where the corporation is an offering corporation, any other
person may do so upon payment of a reasonable fee.  In addition, any person is
entitled to obtain the list of registered shareholders of a distributing
corporation upon compliance with certain requirements.

                                       94
<PAGE>

                 OTHER AVIATION GROUP SPECIAL MEETING PROPOSALS

Proposal No. 2:  Amendment of the Articles of Incorporation to Increase
Authorized Common Stock

     The Aviation Group articles of incorporation currently authorize the
issuance of up to 5,000,000 shares of Aviation Group preferred stock and
10,000,000 shares of Aviation Group common stock.  As of May 31, 2000, all of
these shares of Aviation Group common stock were issued and outstanding or
reserved for issuance, as follows:

<TABLE>
<S>                                                                                      <C>
     Issued and outstanding............................................................   4,790,801
     Reserved for issuance under 1997 stock option plan:
          Covered by currently outstanding options.....................................      85,000
          Available for future options.................................................      65,000
     Reserved for issuance under convertible notes.....................................      80,000
     Reserved for issuance under outstanding warrants..................................   2,074,500
     Reserved for issuance under contingent warrants to officers and directors /(1) /..     650,000
     Reserved for issuance under outstanding Series A convertible preferred............   2,750,000
     Reserved for issuance under contingent Series A, B and C warrants /(2)/...........   5,489,750
                                                                                         ----------
               Total...................................................................  14,135,551
                                                                                         ==========
</TABLE>
_______________________________________________
(1)  The exercisability of these warrants is subject to approval by Aviation
     Group's shareholders of Proposal Nos. 4 and 7. The exercisability of
     150,000 of these warrants is also subject to completion of the proposed
     arrangement.
(2)  The exercisability of the warrants is subject to the approval by Aviation
     Group's shareholders of this proposal and the ratification of the issuance
     by Aviation Group's shareholders in Proposal No. 5.

     In addition, Aviation Group expects to reserve at least 78,500,000 shares
of common stock to issue to existing shareholders of travelbyus.com in exchange
for their exchangeable shares and 20,793,840 shares of common stock to be issued
upon the exercise of outstanding options and warrants of travelbyus.com pursuant
to the arrangement.

     The arrangement cannot be consummated without an increase in the number of
authorized shares of common stock.  The approval of this proposal is a condition
to the closing of the arrangement.  In addition, the securities described above
issued in connection with the Global Leisure acquisition and related financing
will not be exercisable or convertible unless the increase in the authorized
number of shares of common stock is approved.  Finally, the Aviation Group board
of directors believes that Aviation Group would not have a sufficient number of
authorized but unissued shares of stock to give it maximum flexibility to meet a
variety of business needs as they may arise and to enhance Aviation Group's
flexibility in connection with possible future opportunities.

     Pursuant to the proposal, the leading paragraph and subsection (a) of
Article Four of the Aviation Group articles of incorporation will be amended to
read as follows:

                                 "ARTICLE FOUR

     The aggregate number of shares of stock that the Corporation shall have
     authority to issue is two hundred and fifty-five million (255,000,000)
     shares, which shall be divided into two (2) classes as follows:

          (a) Two hundred fifty million (250,000,000) shares of Common Stock,
              having a par value of one cent ($0.01) each (hereinafter "Common
              Stock"); and"

     Other than increasing the authorized shares of common stock from 10,000,000
to 250,000,000 and all authorized shares of capital stock from 15,000,000 to
255,000,000, the proposed amendment in no way changes the articles of
incorporation.

                                       95
<PAGE>

Purpose and Effect of the Amendment to Increase Authorized Shares

     The purpose of the proposed increase in the number of authorized shares is
to ensure that sufficient shares of Aviation Group common stock are available
for issuance pursuant to the arrangement and pursuant to the exercise of the
securities issued in connection with the Global Leisure acquisition and related
financing.  In addition, the proposed increase would ensure that additional
shares will be available, if and when needed, for issuance from time to time for
any proper purpose approved by the Aviation Group board of directors.  These
purposes may include issuances to raise capital or effect acquisitions and for
other corporate purposes.  Although there are no present arrangements,
agreements or understandings for the issuance of additional shares, other than
the shares to be issued pursuant to the arrangement or previously reserved for
issuance as described above, the Aviation Group board of directors believes that
the availability of the additional authorized shares for issuance upon approval
of the Aviation Group board of directors for a proper purpose, without the
necessity for, or the delay inherent in, a meeting of the shareholders (except
as may be required by applicable law, by regulatory authorities, or by the
policies, rules and regulations of Nasdaq, the Boston Stock Exchange or any
other stock exchange on which Aviation Group's securities may then be listed),
will be beneficial to Aviation Group and its shareholders by providing Aviation
Group with the flexibility required to promptly consider and respond to future
business opportunities and needs as they arise.

     Shareholders generally do not have any preemptive or similar rights to
subscribe for or purchase any additional shares that may be issued in the
future.  Future issuances of shares of Aviation Group common stock or Aviation
Group preferred stock, depending upon the circumstances, may have a dilutive
effect on the earnings per share, book value per share, voting power and other
interests of the existing shareholders.

     The proposed increase in the authorized number of shares could have an
anti-takeover effect, although that is not its purpose.  For example, if
Aviation Group were the subject of a hostile takeover attempt, it could try to
impede the takeover by issuing shares of Aviation Group common stock or Aviation
Group preferred stock, thereby diluting the voting power of the other
outstanding shares and increasing the potential cost of the takeover.  The
availability of this defensive strategy to Aviation Group could discourage
unsolicited takeover attempts and limit the opportunity for Aviation Group's
stockholders to realize a higher price for their shares than might otherwise be
available in the public markets.

     Except for shares currently reserved or planned to be issued as explained
above, Aviation Group does not now have any present plan, understanding or
agreement to issue additional shares of common stock.  However, the Aviation
Group board of directors believes that the proposed increase in authorized
shares of common stock is desirable to enhance Aviation Group's flexibility in
connection with possible future actions, such as stock splits, stock dividends,
corporate mergers and acquisitions, financings, acquisitions of property, use in
employee benefit plans, or other corporate purposes. The Aviation Group board of
directors will determine whether, when, and on what terms the common stock may
be issued for any of these purposes.

     If the proposed amendment is approved, all or any of the authorized shares
of common stock may be issued without further action by the shareholders and
without first offering such shares to the shareholders for subscription.  If the
common stock is not issued to shareholders on a pro-rata basis, the
shareholders' proportionate interests would be reduced.

     The Aviation Group board of directors has unanimously adopted resolutions
containing the proposed amendment to the articles of incorporation, declaring
its advisability and directing that the proposed amendment be submitted to the
shareholders for their approval at the special meeting.  If adopted by the
shareholders, the amendment will become effective when it is filed with the
Texas Secretary of State as required by the Texas Business Corporation Act.

     The board of directors of Aviation Group recommends that its shareholders
vote for the adoption of the proposed amendment to Aviation Group's articles of
incorporation to increase the number of authorized shares of common stock of
Aviation Group.

Proposal No. 3:  Amendment of the Articles of Incorporation to Change the Name
of Aviation Group

     The Aviation Group board of directors has approved and recommends to the
shareholders a proposed amendment to Aviation Group's articles of incorporation
to change the name of Aviation Group to "travelbyus.com, Inc."

                                       96
<PAGE>

The amendment would be effective upon effectiveness of the arrangement. If the
shareholders approve this proposal, Article One of the Aviation Group articles
of incorporation will be amended to read in its entirety as follows:

                                  "ARTICLE ONE

              The name of the corporation is travelbyus.com, Inc."

     The objective of the name change is to reflect the change in the primary
business of Aviation Group following the arrangement.  Accordingly, the proposed
amendment will not be effective until the effectiveness of the arrangement. The
Aviation Group board of directors believes the name "travelbyus.com" may also
have a beneficial impact in the financial and investment community by
identifying Aviation Group with the Internet.  The new name also reflects that
the primary shareholders of Aviation Group will be the former shareholders of
travelbyus.com ltd., assuming those shareholders exchange their exchangeable
shares for shares of Aviation Group's common stock.

     The board of directors of Aviation Group recommends that its shareholders
vote for the adoption of the proposed amendment to Aviation Group's articles of
incorporation to change Aviation Group's name to travelbyus.com, Inc.

Proposal No. 4: Ratification of Warrants to Purchase 500,000 Shares of Aviation
Group Common Stock

     Trades in Aviation Group's common stock are quoted on the Nasdaq SmallCap
Market.  To maintain this Nasdaq listing, Aviation Group must continue to
satisfy the requirements of Nasdaq's rules.  One of these rules requires
Aviation Group to obtain shareholder approval when it issues warrants to
purchase more than 1% of the outstanding common stock of Aviation Group to
officers or directors of Aviation Group, if the warrants are not issued under a
plan that was previously approved by the shareholders.  In February 2000, the
board of directors approved the grant of the following warrants to the indicated
executive officers of Aviation Group.  These warrants were not granted pursuant
to a previously approved plan.  Therefore, to satisfy Nasdaq's rules, the board
of directors is seeking shareholder approval of these warrants.

                          February 2000 Warrant Grants
<TABLE>
<CAPTION>
                                                       Common Stock           Expiration
Name and Position                               Purchasable Under Warrants  Date of Warrant
-----------------                               --------------------------  ---------------
<S>                                             <C>                         <C>

Lee Sanders, Chairman and Director                        250,000               2/23/05
Richard L. Morgan, Executive Vice President,
 Chief Financial Officer and Director                     250,000               2/23/05
                                                          -------

  Total                                                   500,000
</TABLE>

     The exercise price for all of the warrants is $1.50 per share which was the
trading price for Aviation Group's common stock on the date of grant.  The
closing trading price for the common stock was $2.50 per share on May 31, 2000.
The warrants contain certain anti-dilution provisions and may be exercised in a
"cashless" manner through a surrender and cancellation of warrants having
sufficient value, based on the then trading price for the common stock, to pay
the exercise price of the warrants being exercised.

     The Aviation Group board of directors believes that Aviation Group's
executive officers should be given an incentive through ownership of Aviation
Group stock.  The Aviation Group board of directors believes that the warrants
granted in February 2000, as summarized above, create a strong incentive for the
executive officers to maximize the trading price for Aviation Group's stock,
which benefits all of Aviation Group's shareholders.  The warrants were issued
in recognition of the past services provided to Aviation Group by these
executive officers and in anticipation of future services to be rendered by
them.  In particular, the board believed that these warrants will provide proper
incentives to these officers to remain involved with Aviation Group and to work
toward closing a transaction with travelbyus.com and Global Leisure.

                                       97
<PAGE>

     The Aviation Group board of directors believes that the warrants provide
the proper incentives to Aviation Group's executive officers to maximize
shareholder value.

     The board of directors of Aviation Group recommends that its shareholders
vote for approval of the proposal to ratify the grant of the warrants to
purchase 500,000 shares of common stock.

Proposal No. 5: Ratification of Certain Securities Issued or to be Issued in
Connection With Aviation Group's Acquisition of Global Leisure Travel, Inc.

     Trades in Aviation Group's common stock are currently quoted on The Nasdaq
SmallCap Market.  To maintain this Nasdaq listing, Aviation Group must continue
to satisfy the requirements of Nasdaq's rules.  One of these rules requires
Aviation Group to obtain shareholder approval when it issues warrants or
convertible securities to purchase more than 20% of its outstanding common stock
to a third party.

     In May  2000, in connection with its acquisition of Global Leisure and
related financing, Aviation Group issued the following:

     -    Series A warrants to purchase 750,000 shares of its common stock at an
          exercise price of $5 per share, of which 500,000 were issued to
          Genesis Diversified Investments, Inc. and 250,000 were issued to
          Global Leisure, Inc.;

     -    Series B warrants to purchase 3,500,000 shares of its common stock at
          an exercise price of $3 per share to existing warrantholders of
          travelbyus.com in exchange for their warrants in travelbyus.com.;

     -    Series C warrants to purchase 1,239,750 shares of its common stock at
          an exercise price of $3 per share; and

     -    1,650 shares of Series A convertible preferred stock that are
          convertible into 2,750,000 shares of Aviation Group common stock,
          assuming a $6 conversion price.

In addition, as required under its agreement with travelbyus.com, Aviation Group
is offering to exchange 2,153 shares of Series C convertible preferred stock for
outstanding shares of Series B preferred stock.  These shares of  Series C
convertible preferred stock, if issued, will be convertible into approximately
3,588,000 shares of Aviation Group common stock, assuming a $6 conversion price.
See "Description of Aviation Group Capital Stock" for a description of the terms
of these securities.

     By their terms, the Series A, Series B and Series C warrants are not
exercisable until their issuance is approved by Aviation Group's shareholders.
Approval by the shareholders of the increase in the number of authorized shares
of Aviation Group's common stock is also a condition to exercise of the Series A
and B warrants.  In addition, the warrants are exercisable for more than 20% of
Aviation Group's outstanding common stock.  The Series A preferred stock are,
and the Series C convertible preferred stock will be, convertible into more than
20% of Aviation Group's outstanding common stock.  Accordingly, Aviation Group's
board of directors determined at the time of original authorization of the
Global Leisure acquisition and related financing to seek shareholder approval
and ratification of the issuance of these securities to comply with Nasdaq's
rules and the terms of the Series A, B and C warrants.

     The board of directors believes that the terms and conditions of the Series
A, B, and C warrants and Series A and C preferred stock issued in connection
with the Global Leisure acquisition and related financing are fairly priced and
structured.  Aviation Group's board of directors recommends that shareholders
vote for approval and ratification of the issuance of these securities for the
following reasons:

     -    The exercise prices of the Series A, B, and C warrants, along with the
          minimum conversion prices of the Series A and C convertible preferred
          stock, significantly exceeded the prevailing trading prices of
          Aviation Group's common stock prior to the announcement of the Global
          Leisure acquisition and the arrangement with travelbyus.com.

                                       98
<PAGE>

     -    These securities, if fully exercised and converted, will provide
          Aviation Group with $50,800,000 in additional common stock capital
          with which to pursue and support its e-commerce travel business
          activities.

     -    The acquisition of Global Leisure and related financing were key
          components in the planned three-way business combination among
          Aviation Group, Global Leisure and travelbyus.com. See "Proposal No. 1
          The Arrangement-Background of the Arrangement."

     -    The failure to obtain the approval and ratification of Aviation
          Group's shareholders to the issuance of these securities may result in
          claims against Aviation Group by the holders of these securities or
          may jeopardize the listing of its common stock on the Nasdaq SmallCap
          Market.

     -    The exercise of the warrants and conversion of the preferred stock
          does not require Aviation Group to incur or pay any additional
          up-front fees, which represents significant potential savings to
          Aviation Group, when compared to alternative capital sources.

     -    The additional equity capital generated from the exercise of the
          warrants will significantly strengthen Aviation Group's balance sheet,
          which can reduce or otherwise improve the cost and terms of subsequent
          debt financings.

     -    Because these securities will not be exercisable or convertible until
          the completion of the arrangement with travelbyus.com, the common
          stock associated with their exercise and conversion will not result in
          a change of control or create a significant concentration of share
          ownership.

     -    The warrants do not possess any voting rights or other privileges
          enjoyed by Aviation Group common stock holders. They do not limit
          Aviation Group's ability to enter into or dictate the terms of other
          transactions.

     The board of directors of Aviation Group recommends that its shareholders
vote for approval and ratification of the securities issued or to be issued in
connection with the Global Leisure acquisition and related financing.

Proposal No. 6: Adoption of Amendment to Aviation Group's 1997 Stock Option Plan

     In May 2000, the Aviation Group board of directors amended the 1997 stock
option plan to increase the number of shares of Aviation Group's common stock
available for issuance thereunder from 150,000 to 7,000,000.  This increase is
necessary to enable Aviation Group to issue options under the 1997 stock option
plan in exchange for outstanding options of travelbyus.com in connection with
the arrangement.  This exchange of options is required under the arrangement
agreement with travelbyus.com.  At May 31, 2000, travelbyus.com had outstanding
options to purchase up to 5,986,500 common shares.  The total number of shares
authorized to be issued under travelbyus.com's stock option plan is 6,500,000.
The board of directors believes that increasing the number of shares available
under the 1997 stock option plan will enable Aviation Group, following the
arrangement, to provide increased incentives to its employees and directors,
including those of travelbyus.com and its subsidiaries, to render services and
exert maximum effort to achieve business success for Aviation Group.  By the
registration statement of which this joint proxy statement/prospectus is a part,
Aviation Group has registered the 6,850,000 additional shares of common stock
issuable under the 1997 stock option plan under the Securities Act, assuming the
shareholders approve the proposal to increase the number of available shares.
The amendment will not be effective until completion of the arrangement.

     As of May 31, 2000, Aviation Group had outstanding under the 1997 stock
option plan incentive stock options to purchase, at an exercise price of $1.6875
per share, an aggregate of 35,000 shares of common stock.  In addition, Lee
Sanders, Chairman of Aviation Group, has been granted an incentive stock option
to purchase 50,000 shares of common stock at $1.8563 per share.  These options
expire in 2004 and 2005.  No options under the 1997 stock option plan have ever
been exercised.

     The proposed amendment requires the approval of the shareholders of
Aviation Group pursuant to the terms of the 1997 stock option plan. The
affirmative vote of the holders of a majority of the outstanding shares of
common stock

                                       99
<PAGE>

represented at the special meeting in person or by proxy is necessary to approve
the amendment to the 1997 stock option plan.

     The board of directors of Aviation Group recommends that its shareholders
vote for the adoption of the amendment to its 1997 stock option plan.

Proposal No. 7: Ratification of Warrants to Purchase 150,000 Shares of Aviation
Group Common Stock

     Trades in Aviation Group's common stock are currently quoted on the Nasdaq
SmallCap Market.  To maintain this Nasdaq listing, Aviation Group must continue
to satisfy the requirements of Nasdaq's rules.  One of these rules requires
Aviation Group to obtain shareholder approval when it issues warrants to
purchase more than 1% of the outstanding common stock of Aviation Group to its
officers or directors, if the warrants are not issued under a plan that was
previously approved by the shareholders.  In February 2000, the board of
directors of Aviation Group approved the grant of the following warrants to the
indicated officers and directors of Aviation Group.  The grant was made subject
to successful completion of the arrangement and approval by Aviation Group's
shareholders.  These warrants were not granted pursuant to a previously approved
plan.

                          February 2000 Warrant Grants

                                                               Number of Shares
                                                                 Purchasable
Name and Position                                               Under Warrants
-----------------                                              ----------------
Charles E. Weed, Director                                             50,000
Gordon Whitener, Director                                             50,000
Hank Clements, Director                                               50,000
                                                                     -------
        TOTAL                                                        150,000
                                                                     =======

     The exercise price for all of the warrants is $1.50 per share, which was
the trading price for Aviation Group's common stock on the date of grant and
significantly above the trading price range of Aviation Group's common stock in
the period proceeding the announcement of the acquisition of Global Leisure and
arrangement with travelbyus.com.  The closing trading price for the common stock
was $2.50 per share on May 31, 2000.  The warrants contain certain anti-dilution
provisions and may be exercised in a "cashless" manner through a surrender and
cancellation of warrants having sufficient value, based on the then trading
price for the common stock, to pay the exercise price of the warrants being
exercised.

     The board of directors believes that the warrants granted in February 2000,
as summarized above, create a strong incentive for the directors to maximize the
trading price for Aviation Group's stock, which benefits all shareholders of
Aviation Group, and to continue to serve as directors until completion of the
arrangement.  The warrants were issued in recognition of the past services
provided to Aviation Group by these directors and in anticipation of future
services to be rendered by them until completion of the arrangement.  Although
these directors have received grants of warrants in prior years, the directors
have not received any cash compensation for serving as directors.  See "Aviation
Group-Principal Shareholders of Aviation Group" for information on the number of
warrants each of these directors owns.

     The board of directors believes that the warrants provide the proper
incentives to these directors to maximize shareholder value.

     The board of directors of Aviation Group recommends that its shareholders
vote for the approval of the proposal to ratify the grant to three directors of
the warrants to purchase 150,000 shares of Aviation Group common stock.

                                      100
<PAGE>

                                 TRAVELBYUS.COM

     References in this section to "$" refer to Canadian dollars, unless
otherwise indicated.

Business

Overview

     travelbyus.com was incorporated under the laws of the Province of Ontario
on July 21, 1986 under the name MVP Capital Corp., and on October 23, 1996,
changed its name to LatinGold Inc.  Prior to 1999, travelbyus.com was a precious
metals exploration company with a focus on Latin America and Mexico.  In April
1999, because of changing market conditions, travelbyus.com focused its business
on the travel sector.  On June 4, 1999, travelbyus.com filed articles of
amendment to change its name to its current name.

     travelbyus.com is an integrated Internet travel organization which provides
travel services via the Internet, through 1-800 call centers and through
traditional travel agencies, primarily to customers in the western United States
and Canada. travelbyus.com also provides advertising services to airlines and
hotels. The travelbyus.com website provides consumers with online travel options
24 hours a day. Through its website, consumers are able to browse travel options
world-wide and book travel reservations. travelbyus.com also offers travel
services and products through its 1-800-i-Travel(R) phone number and traditional
travel agencies.

     Since April 1999, travelbyus.com has focused on completing certain
strategic acquisitions to build the components of its business model, which
include product offering, distribution, marketing and technology. travelbyus.com
provides a broad range of travel products, targeted primarily at the leisure
customer, including airfare, hotel rooms, cruise packages and ground packages.
travelbyus.com utilizes three distribution channels to market its products: the
traditional travel agency base, 1-800 call centers and the Internet.
travelbyus.com continuously seeks technology that allows it to distribute its
travel products effectively and to offer consumers more travel related options.
The travelbyus.com website is in the early stages of development and is expected
to be commercially functional by August 2000.

     The registered office of travelbyus.com is located at Scotia Plaza, Suite
2100, 40 King Street, West, Toronto, Ontario, M5H 3C2.  Currently, the head
office of travelbyus.com is located at 204-3237 King George Hwy., South Surrey,
British Columbia, V4P 1B7.  By October 2000, travelbyus.com expects to move its
head office to Reno, Nevada.  Through its acquisition of Express Vacations, the
bulk of its operations are already located in Reno.  See "-Recent Acquisitions-
Express Vacations, LLC" below.

Business Model

     The key components of travelbyus.com's business model include product
offerings, distribution, marketing and technology.

     Product Offerings

     travelbyus.com has made certain strategic acquisitions enabling it to offer
consumers various travel products. travelbyus.com provides a broad range of
travel products targeted primarily at the leisure customer, including airline
tickets, cruise packages and ground packages.  Through travelbyus.com's
marketing program with Mr. Cheaps Travel and Gotham Media and through special
net airfare contracts held by Cheap Seats, travelbyus.com has the ability to
offer airline tickets to consumers at competitive prices.

     Airline Tickets.  In October 1999, travelbyus.com acquired all of the
issued and outstanding shares of Gotham Media Group, Ltd. and Mr. Cheaps Travel,
Ltd. See "- Recent Acquisitions - Gotham Media Group, Ltd. and Mr. Cheaps
Travel, Ltd." Gotham Media and Mr. Cheaps combine a strategy of fulfilling
marketing programs for airfare suppliers in exchange for travel products. Mr.
Cheaps was founded in 1980 and is a full service travel agency specializing in
discount and last minute airfares. Gotham Media works in conjunction with Mr.
Cheaps to provide travelbyus.com with airline tickets and hotel rooms at a
significant discount to market. Gotham Media acquires the rights to billboard,
radio, television and print advertising which it exchanges with its airline and
hotel industry clients in return for travel

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<PAGE>

credits to be applied toward the purchase of travel products. These credits are
converted into cash through sales to customers from the Mr. Cheaps' operations.

     The activities undertaken by Gotham Media allow airlines to market their
product without additional cash outlay. Airline suppliers that utilize the
marketing program include Frontier Airlines Inc., Proair Inc., AOM French
Airlines, Air Tahiti Nui, and City Bird.

     On January 6, 2000, travelbyus.com acquired all of the issued and
outstanding shares of Cheap Seats, Inc.  Cheap Seats was founded in 1988 and is
a net airfare consolidator with a wide range of net fare ticket contracts with
several U.S. and international airline carriers.  To purchase airfare at the
lowest published rate, a consumer is usually required to book their airfare 14
to 21 days in advance and stay at their destination over a Saturday night. With
the net fare program, the airline companies grant travelbyus.com the ability to
waive the advance purchase restriction and the requirement to stay over a
Saturday night.  Since travelbyus.com has the ability to waive the fare
restrictions, travelbyus.com can offer the airfare at a discounted price to
consumers requiring a last minute flight or short duration flight.

     Cruise Packages.  In October 1999, travelbyus.com acquired certain assets
of Galaxsea Cruises and Tours, Inc. and all outstanding shares of IT Cruise,
Inc.  See "Recent Acquisitions--International Tours, Inc., Galaxsea Cruises and
Tours, Inc. and IT Cruise Inc."  Through Galaxsea Cruises, travelbyus.com
maintains an office in California offering cruise packages directly to the
consumer.  These cruise packages are also being offered directly to the consumer
through the travelbyus.com Web site and 1-800 call centers.

     In April 2000, travelbyus.com acquired the travel operations of Bell Travel
Systems and all of the issued and outstanding shares of Cruise Shoppes America,
Ltd.  See "- Recent Acquisitions - Bell Travel Systems" and "- Cruise Shoppes
America, Ltd."  Bell Travel is a travel company with approximately 120 associate
cruise agency members. Cruise Shoppes is a nationwide cruise and leisure sales
organization with over 350 associate cruise agency members.  The acquisitions
bring the total number of agency members associated with travelbyus.com to over
2,700.  As a result of this large number of agency members associated with it,
travelbyus.com obtains favorable rates on cruise packages, which can be offered
to the agency members at a discount to market.

     Ground Packages.  Through its subsidiaries, travelbyus.com has developed a
comprehensive array of ground packages, including hotel, tour and car rental.
travelbyus.com has business arrangements with various hotel chains, hotel
properties and time share properties with concentration on Hawaii, Mexico, Las
Vegas, Reno, Florida, California and Europe.  These hotels and properties
provide travelbyus.com with reservations at a discount to market.  These
discounted reservations are then made available directly to consumers and to
associated agencies.  travelbyus.com also has relationships with over 200
preferred suppliers.  Preferred suppliers are travel entities that have
negotiated special override commissions and rates with travelbyus.com in order
to focus travelbyus.com on selling their products.  A list of some of the
preferred suppliers include Walt Disney Attractions, Inc., Starwood Hotels and
Resorts Worldwide, Inc., Continental Airlines, Inc., Delta Airlines, Inc.,
Holland America Line - Westours Inc., Princess Cruises, National Car Rental
System, The Hertz Corporation, Amadeus Global Travel Distribution LLC and The
Sabre Group, Inc.

     Distribution

     travelbyus.com's distribution channels allow travelbyus.com to market its
products through the traditional travel agency base, 1-800 call centers and the
Internet.

     Travel Agencies.  In October 1999, travelbyus.com acquired certain assets
of International Tours, Inc.  See "-Recent Acquisitions-International Tours,
Inc., Galaxsea Cruises and Tours, Inc. and IT Cruise, Inc."  In April 2000,
travelbyus.com acquired the travel operations of Bell Travel.  International
Tours and Bell Travel maintain a network of associated travel agencies in the
United States.  The acquisitions bring the total number of travel agency members
associated with travelbyus.com to over 2,700.  As a result of the large number
of travel agency members associated with travelbyus.com, travelbyus.com obtains
favorable rates on travel packages, which can then be offered to the travel
agency members at a discount to market.

     1-800 Call Centers.  travelbyus.com's 1-800 call centers offer small and
medium sized independent travel agents with the opportunity to increase their
client bases and travel product sales while earning higher commissions.  The

                                      102
<PAGE>

cornerstone of the program is the toll free 1-800-i-Travel(R) phone number which
is currently being implemented.  The participating agency will purchase a
protected marketing territory from which it will be the exclusive recipient of
all advertising benefits.  Customer calls will then be automatically routed to
the office phone of the member agent serving the zip code from which the call
originates.  When any customer dials 1-800-i-Travel, the call will first be
answered by a professionally recorded digital announcement that will require the
entry of the consumer's home zip code.  This system will enable consumers to
dial 1-800-i-Travel from any touch-tone telephone in the United States and by
entering their home zip code, be immediately connected a local travel agency.

     Offsetting the normal marketing limitations of independent travel agents,
the 1-800-i-Travel co-operative marketing program pools agents' advertising
budgets and booking volumes to provide major media advertising, volume based
commission overrides and access to special travel packages previously
unavailable to small and medium sized independent travel agencies.

     travelbyus.com will begin its marketing efforts through its current
associate members.  As the marketing/advertising program begins in different
market areas, there will be varying percentages of the population who are
exposed to the 1-800-i-Travel advertising program, but who do not live within a
member agency's protected marketing territory.  This will result in many travel
customer calls that cannot be routed to a local travel agency.  Though
travelbyus.com will initially be assigning additional zip codes to member
agencies, creating a larger protected marketing territory for early members,
there will be many areas that remain unassigned.  travelbyus.com believes it is
important to professionally serve every calling customer, and as commission
income may be generated in the process, travelbyus.com will operate a full
service call center to take the unallocated calls.  Consequently, travelbyus.com
becomes a direct retail beneficiary of the overall marketing and advertising
program, commission overrides, bulk travel purchases and other areas of service
provided to member agencies.

     Internet.  travelbyus.com's Web site provides consumers with on-line travel
options 24 hours a day.  Through the Web site, consumers have the ability to
browse travel options world-wide and book travel reservations.  The
travelbyus.com Web site is in the early stages of development and is expected to
be commercially functional by August 2000.

     All bookings for travelbyus.com's product will be made through the
travelbyus.com Web site. travelbyus.com will offer travel agents guaranteed
commissions on any consumer purchases made by their customers over the
travelbyus.com Web site or through travelbyus.com's 1-800 call center.  In
addition, travelbyus.com will create personalized Web pages for its travel
agencies.  These Web pages will be linked to and powered by the travelbyus.com
Web site.  travelbyus.com expects that the travel agencies will load their
customers on to their own Web page and encourage their customers to shop and
book on-line.  This process creates a concept of "client ownership" for the
agents, while allowing the travelbyus.com Web site to collect data and to market
directly to the agents' customers.

     travelbyus.com believes that the travelbyus.com Web site will offer
consumers certain advantages over traditional "call-in" and "walk-in" travel
bookings, including the following:

     Efficiency.  The travelbyus.com Web site will provide consumers with a one-
     stop convenient location to browse thousands of travel options world-wide.

     Multiple Search Engines. Consumers will be able to search using one or a
     combination of several search criteria, including, type of vacation,
     location, price range, date and time.

     Live to the Internet.  The travelbyus.com Web site will provide consumers
     with access to travel reservations and information on the Internet 24 hours
     a day.

     Real Time Availability.  The travelbyus.com Web site will provide consumers
     with up-to-the-second reservation availability at selected destinations.

     Travel Information.  The travelbyus.com Web site will provide consumers
     with information on selected destinations including, where available,
     information on services and fees, facilities and amenities, promotions
     offered and local weather forecasts.

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<PAGE>

     Marketing

     While travelbyus.com believes that the Internet has modified the business
model for the travel industry, travelbyus.com also offers the consumer the
ability to interact directly with travel professionals either by phone or in
person.  travelbyus.com's marketing strategy places consumers at the center of
the process, allowing them the option to ask questions, obtain information,
order products and receive delivery from home, via telephone or the Internet or
from the traditional travel agency.

     travelbyus.com's marketing strategy is built on the following key ideas:

     -    Traditional travel agencies introduce consumers to travelbyus.com and
          allow for personal marketing of travelbyus.com's brand;

     -    Bricks-and-mortar outlets provide an opportunity to direct traffic to
          the travelbyus.com Web site. travelbyus.com can market its
          travelbyus.com web address on shopping bags, tags and bills;

     -    Travel agencies can offer travelbyus.com's products ahead of other
          travel product suppliers;

     -    travelbyus.com can offer increased levels of service through its
          distribution channels as all transactions will be routed through
          travelbyus.com's Web site;

     -    travelbyus.com can promote its products with highly targeted marketing
          programs including television, radio, billboard and print; and

     -    travelbyus.com offers consumers the ability to choose to do business
          via the telephone, the Internet or through a traditional travel
          agency.

     travelbyus.com also markets its travel products through the television
series "The Travel Magazine."  This travel show has been airing world-wide since
the early 1970s.  New shows on The Travel Magazine will target specific content,
preferred locations and popular destination resorts for travelbyus.com.  When
aired on television, the shows will include repeated mention of the 1-800-i-
Travel phone number and the travelbyus.com Web site.

     Additionally, pursuant to a promotional agreement dated March 8, 2000
between travelbyus.com and Genesis Intermedia Inc., travelbyus.com will be the
exclusive travel content provider, save for a link to American Express credit
cards, to appear on Genesis Intermedia's CenterLINQ kiosks and, when available,
on CenterLINQ's broadcast television network and Web site.  CenterLINQ's kiosks
are located in malls across the United States.  The term of the advertising
agreement is three years and is renewable.

     Technology

     As part of its business model, travelbyus.com continuously seeks technology
that allows it to distribute its products to its consumers effectively and offer
consumers additional travel related options.  On March 30, 2000, travelbyus.com
entered into a licensing agreement with ITA Software for access to its
proprietary airfare search engine. Pursuant to the licensing agreement,
travelbyus.com has obtained a license, for a period of three years, to use
certain licensed software enabling online customers to obtain information
relating to airline routes and schedules, airfares and availability and to
search for low airfares.  The basic license fee for the licensed software will
be based upon the number of transactions performed with the licensed software.

     travelbyus.com also provides users with various services on its Web site.
The Web site will include a travel vault that will store personal information
for consumers, such as travel documentation, passport images, visas and
itineraries. Additionally, pursuant to a letter of intent dated February 21,
2000 between travelbyus.com and Med-Emerg International Inc., Med-Emerg will
provide travelbyus.com's customers with global access to their personal health
records, to healthcare content and e-commerce products and supplies through a
link from the travelbyus.com Web site to HealthyConnect Inc.'s application
Clinic@Home.  Such services will be offered as part of travelbyus.com's travel
vault.

                                      104
<PAGE>

     travelbyus.com has also entered into an agreement with Amadeus Global
Travel Distribution LLC.  Amadeus operates a computer reservation system that
houses information on registered travel products, fares, schedules, conditions
and restrictions.  The agreement provides for the sharing of revenues from
segment fees booked through travelbyus.com's system.

Competition

     The markets for travelbyus.com's products are competitive.  travelbyus.com
is subject to competition from both established competitors and potential new
market entrants.  travelbyus.com faces competition from traditional travel
agencies, which remain the preferred source for travel reservations, and
Internet-based travel companies, including Microsoft Expedia, Travelocity and
Priceline.com Inc.

     Both the e-commerce market and travel industry are highly competitive.
Since the introduction of e-commerce to the Internet, the number of e-commerce
Web sites competing for customers' attention has increased rapidly.
travelbyus.com expects future competition to intensify given the relative ease
with which new Web sites can be developed. travelbyus.com believes that the
primary competitive factors in e-commerce are brand recognition, Web site
content, ease of use, price, fulfillment speed, customer support and
reliability.  Other factors that will affect travelbyus.com's success include
market acceptance of travelbyus.com's products, travelbyus.com's continued
ability to attract experienced marketing, technology, operations and management
talent and the success of travelbyus.com's marketing programs.

Intellectual Property

     travelbyus.com protects its technology through a combination of copyrights,
trade secrets and contractual arrangements.  travelbyus.com regards its
intellectual property as critical to its success, and relies on trademark and
copyright law, trade secret protection and confidentiality and/or license
agreements with its employees, suppliers, partners and others to protect its
proprietary rights.  travelbyus.com will pursue the registration of its
trademarks and service marks in Canada and the United States as required.
Effective trademark, servicemark, copyright and trade secret protection may not
be available in every country in which travelbyus.com offers its services.
travelbyus.com expects that it may license certain of its proprietary rights,
such as trademarks or copyrighted material, to third parties in the future.
travelbyus.com has applied for a patent of the travelbyus.com business model,
but this patent has not and may not be granted.  "See Risk Factors--Other Risks
Relating to the Business of travelbyus.com."

Personnel and Facilities

     travelbyus.com maintains a leased facility in Reno, Nevada comprising
approximately 37,000 square feet.  The lease is for a term of five years.
travelbyus.com also has leased offices in White Rock, Toronto, Los Angeles,
Portland, Louisiana and St. Petersburg.  As of May 31, 2000, travelbyus.com had
approximately 200 full-time employees.

Recent Acquisitions

     Gotham Media Group, Ltd. and Mr. Cheaps Travel, Ltd.

     On October 4, 1999, travelbyus.com acquired all of the issued and
outstanding common shares of Gotham Media Group Ltd. and all of the issued and
outstanding shares of Mr. Cheaps Travel, Ltd. pursuant to a share purchase
agreement. Mr. Cheaps is a full service travel agency specializing in discount
and last minute airfares.  Gotham Media works in conjunction with Mr. Cheaps to
provide travelbyus.com with airline tickets and hotel rooms at a significant
discount to market.  Gotham Media acquires the rights to billboard, radio,
television and print advertising which it exchanges with its airline and hotel
industry clients in return for credits to be applied toward the purchase of
travel products. These credits are converted into cash through sales to
customers from the Mr. Cheaps' operations. As consideration for the Gotham
shares and the Mr. Cheaps shares, travelbyus.com issued 2,000,000 of its common
shares at an agreed price of US$1 per common share and paid US$3,000,000 in cash
to vendors of Gotham/Mr. Cheaps. A finder's fee of 150,000 common shares at an
agreed price of US$1 per common share was paid to Peter Adam, a former officer
of travelbyus.com.

     Concurrent with the execution of the Gotham/Mr. Cheaps share purchase
agreement, travelbyus.com and Bridget Beaudet, a principal of Gotham and Mr.
Cheaps, entered into an employment agreement dated September 30, 1999. Pursuant
to the employment agreement, Bridget Beaudet became Chief Financial Officer of
Gotham Media for an

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<PAGE>

initial term of two years commencing October 1, 1999. Additionally,
travelbyus.com and Georgetown Inc. entered into a consulting agreement dated
September 30, 1999, in which Georgetown Inc. agreed to provide the services of
George Beaudet as Chairman and Chief Operating Officer of Mr. Cheaps for an
initial term of two years.

     International Tours, Inc., Galaxsea Cruises and Tours, Inc. and I.T.
Cruise, Inc.

     Pursuant to an agreement dated October 13, 1999 among travelbyus.com,
travelbyus--IT Incorporated, Travelbyus Galaxsea Incorporated, International
Tours, Inc., Galaxsea Cruises and Tours, Inc. and North American Gaming and
Entertainment Company, travelbyus.com acquired certain assets of International
Tours, Inc., certain assets of Galaxsea Cruises and Tours, Inc. and all of the
issued and outstanding common shares of I.T. Cruise, Inc.  International Tours
maintains a network of affiliated travel agencies in the United States and
Galaxsea Cruises maintains a network of affiliated cruise-only offices.  As
consideration for the IT assets, travelbyus.com issued 333,333 of its common
shares at an agreed price of US$1 per common share and paid US$666,666 in cash.
As consideration for the Galaxsea assets, travelbyus.com paid US$285,000 in
cash.  As consideration for the IT Cruise shares, travelbyus.com issued 666,667
of its common shares at an agreed price of US$1 per common share and paid
US$1,048,334 in cash.

     Concurrent with the execution of the IT agreement, travelbyus.com and
Ronald Blaylock, a principal of International Tours, entered into an employment
agreement dated October 13, 1999.  Mr. Blaylock agreed to be employed as
President of travelbyus-IT for an initial term of three years commencing October
13, 1999.

     Express Vacations, LLC

     Pursuant to a unit purchase agreement dated November 1, 1999 between
travelbyus.com and John Fenyes, The John and Judy Fenyes Charitable Remainder
Unitrust, Jon Snyder, The Jon and Janet Snyder Charitable Remainder Unitrust and
Eldorado Resorts, LLC, travelbyus.com acquired all of the issued and outstanding
units of Express Vacations, LLC.  Express Vacations is a call center based in
Reno, Nevada with a base of approximately 80 workstations. Additionally, Express
Vacations offers vacation packages to numerous destinations including Hawaii,
Mexico, Nevada, California and Europe.  As consideration for the Express
Vacations units, travelbyus.com issued to the unit holders 3,462,000 of its
common shares at an agreed price of $1.70 per common share and paid US$2.0
million in cash.  A finder's fee of 150,000 common shares at an agreed price of
$1.70 per common share was paid to a third party.  On November 1, 1999 Express
Vacations merged with travelbyus.com's wholly owned subsidiary, Express
Vacations, Inc. On May 2, 2000, the name of Express Vacations was changed to
travelbyus.com USA Inc.  travelbyus.com expects travelbyus.com USA Inc. to be
its primary operating subsidiary in the near future.

     Concurrent with the execution of the Express Vacations purchase agreement,
travelbyus.com and John Fenyes, a principal of Express Vacations, entered into
an employment agreement dated November 1, 1999, in which John Fenyes became
employed as Executive Vice President and Chief Operating Officer of
travelbyus.com and Express Vacations for an initial term of two years.
Additionally, travelbyus.com and Jon Snyder, a principal of Express Vacations,
entered into an employment agreement dated November 1, 1999, in which Jon Snyder
became President of travelbyus.com and Express Vacations for an initial term of
two years.

     Travel Magazine

     On November 15, 1999, travelbyus.com acquired from First Property Holding
Inc. all rights, interest and title to 120 episodes of the television series
known as "The Travel Magazine," except for some home video rights and television
distribution agency rights.  As consideration for the series, travelbyus.com
issued 2,855,883 of its common shares to First Property at an agreed price of
$1.75 per common share.  In addition, travelbyus.com acquired the rights to 130
new half-hour Travel Magazine shows to be produced over the next few years.  As
consideration for the new episodes, travelbyus.com issued to First Property
1,146,497 of its common shares and will pay US$1.8 million upon delivery of 40
new episodes.  Upon receipt of the 40 episodes, travelbyus.com has the right to
terminate the arrangement or acquire the balance of 90 episodes for a further
consideration of US$4.5 million in cash or in its common shares.  The Travel
Magazine has been airing world-wide since the early 1970s.

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<PAGE>

     Cheap Seats, Inc.

     Effective as of December 1, 1999, travelbyus.com acquired all of the issued
and outstanding common shares of Cheap Seats, Inc.  Cheap Seats is a net airfare
consolidator with a wide range of net fare ticket contracts with several U.S.
airline carriers.  As consideration for the Cheap Seats shares, travelbyus.com
issued to principals of Cheap Seats 5,000,000 of its common shares at an agreed
price of US$1 per common share and paid US$5,000,000 in cash.  The Cheap Seats
share purchase agreement also provides that the purchase price may be increased
by up to US$4.0 million based upon the increase in certain gross revenues during
the period from October 1, 1999 to September 30, 2002.

     Concurrent with the execution of the Cheap Seats share purchase agreement,
Cheap Seats and Robert Beaudet, a principal of Cheap Seats, entered into an
employment agreement dated January 6, 2000, in which Robert Beaudet became
President of Cheap Seats for an initial term of three years.  Additionally,
Cheap Seats and Thomas Spagnola, a principal of Cheap Seats, entered into an
employment agreement dated January 6, 2000, in which Thomas Spagnola agreed to
be Vice President of Cheap Seats for an initial term of three years.

     Legacy Storage Systems Corp.

     Pursuant to a share purchase agreement dated December 1, 1999 between
travelbyus.com and John Whyte, travelbyus.com acquired all of the issued and
outstanding common shares of Legacy Storage Systems Corp. and a shareholder's
advance of $150,000 made by John Whyte to Legacy.  Legacy designs and sells data
storage systems.  As consideration for the Legacy shares and the shareholder's
advance, travelbyus.com issued to John Whyte 3,028,000 of its common shares at
an agreed price of $0.725 per share.  In addition, the Legacy share purchase
agreement provided for the repayment of indebtedness of $50,000 owing to John
Whyte by Legacy within 90 days of closing.  travelbyus.com repaid on closing
indebtedness of $90,000 owing to the Canada Customs and Revenue Agency by
Legacy.

     Concurrent with the execution of the Legacy share purchase agreement,
Legacy and John Whyte entered into an employment agreement dated December 1,
1999, in which John Whyte agreed to be employed as the President and Chief
Executive Officer of Legacy for an initial term of two years.

     1-800-i-Travel(R)

     Pursuant to an asset purchase agreement dated December 7, 1999, among
travelbyus.com, Express Vacations, John M. Elliott, Charles Farrell, Peter Adam
and Gene Koch, Express Vacations acquired a co-operative marketing program and
related assets known as the 800-i-Travel Cooperative Marketing Program.  This
program utilizes a sophisticated telephone switching technology that will route
customers' calls to the closest appropriate member travel agency or to
travelbyus.com's call center.  As consideration for this marketing program,
travelbyus.com issued the 350,000 of its common shares at a price of Cdn$3.46
per common share and warrants to purchase 50,000 of its common shares at an
exercise price of US$1 per share expiring December 7, 2002.  As additional
consideration, Express Vacations agreed to pay for a period of 48 months, as
determined under the agreement, a royalty in an amount equal to US$0.10 per good
faith consumer call placed to the toll-free numbers 1-800-487-2835 and 1-800-
287-2835 from any location, irrespective of call duration.  The warrants are
exercisable prior to December 7, 2002, provided certain performance criteria are
fulfilled. Performance criteria are fulfilled if certain minimum numbers of
consumer calls to the two 1-800 numbers have been achieved prior to May, 2001 or
the average trading price of travelbyus.com's common shares during November
2000, has been US$4 per common share.  In the event the performance criteria are
not fulfilled, the 1-800 sellers can exercise an automatic right to re-acquire
the 1-800-i-Travel Cooperative Marketing Program and in the event travelbyus.com
determines it no longer seeks to utilize the two 1-800 numbers or aggressively
market these the 1-800 numbers, travelbyus.com has the right to transfer the 1-
800-i-Travel Cooperative Marketing Program back to the sellers.

     Bell Travel Systems

     Pursuant to an asset purchase agreement dated April 3, 2000, among Murray
L. "Jack" Bell, travelbyus.com and travelbyus-IT Incorporated, travelbyus.com
acquired Bell Travel Systems.  Bell Travel  is a travel company which currently
has approximately 1,200 travel agency members.  As consideration for the assets,
travelbyus.com issued 690,558 of its common shares at an agreed price of Cdn$4
per share and paid US$1.9 million in cash.

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<PAGE>

     Concurrent with the execution of the purchase agreement, travelbyus-IT and
Murray L. "Jack" Bell entered into a consulting agreement dated April 3, 2000.
Mr. Bell agreed to provide services to travelbyus-IT and act as the President of
BTS Travel Network, a separate unincorporated division of travelbyus-IT, for an
initial term of two years.

     Cruise Shoppes America, Ltd.

     Pursuant to an agreement and plan of merger dated April 4, 2000, among
Cruise Shoppes America, Ltd., Gary P. Brown, Michael J. Wild, travelbyus.com and
travelbyus-Cruise Shoppes Inc., travelbyus.com acquired all of the issued and
outstanding common shares of Cruise Shoppes.  Cruise Shoppes is a nationwide
cruise and leisure sales organization with over 350 associate travel agencies.
As consideration for the Cruise Shoppes shares, travelbyus.com issued 2,619,000
of its common shares at an agreed price of Cdn$4 per share and paid US$1.8
million in cash subject to adjustment.  On April 4, 2000, Cruise Shoppes merged
with travelbyus.com's wholly owned subsidiary, travelbyus-Cruise Shoppes Inc.

     Concurrent with the execution of the Cruise Shoppes agreement,
travelbyus.com and Gary P. Brown entered into an employment agreement dated
April 4, 2000, in which Mr. Brown agreed to be President of Cruise Shoppes  for
an initial term of two years.

     Epoch Technology, Inc.

     On May 23, 2000, travelbyus.com acquired all of the issued and outstanding
stock of Epoch Technology Inc. The consideration for the purchase was US$10
million, consisting of US$2 million in cash and 3,280,000 common shares of
travelbyus.com.  To make this purchase, travelbyus.com borrowed US$1,975,000
from Aviation Group under a 12% note due February 28, 2001, or earlier in
certain events, and granted a security interest in the Epoch Technology stock to
Aviation Group to secure the loan.  The security interest is subordinate to the
security interest of the holders of travelbyus.com's 12.5% senior redeemable
debentures.  Aviation Group obtained the funds for this loan from a US$3 million
investor loan that has been guaranteed by travelbyus.com.  See "Aviation Group-
Business-Recent Debt Financing."

     Epoch Technology is a Dallas-based developer of integrated software for the
travel, leisure and hospitality industry.  The reservations system developed by
Epoch Technology automates all reservations functions at a component level and
is integrated with marketing, sales, operations, administration, accounting and
finance systems.  The reservations system is able to customize the itinerary of
an individual traveler within minutes.

     Travel24.com

     On June 16, 2000, travelbyus.com entered into a share exchange agreement
with Travel24.com AG to create a strategic partnership through a cross
shareholding arrangement. Under this arrangement, travelbyus.com has issued 2
million common shares to Travel24.com in exchange for US$5 million.
travelbyus.com has also placed in escrow 11,800,000 newly issued common shares
of travelbyus.com that will be exchanged for 1,482,594 newly issued common
shares of Travel24.com if three conditions are satisfied. These conditions are
(a) receipt by travelbyus.com of required regulatory approvals, including
approval of the Toronto Stock Exchange, (b) receipt by travelbyus.com of a
certificate representing the Travel24.com shares, and (c) receipt by
Travel24.com of required regulatory approvals, including approval of the German
Neuer Market. As a result, on a fully diluted basis if the arrangement were
completed currently, travelbyus.com would own approximately 13% of Travel
24.com's common shares and Travel24.com would own approximately 14% of
travelbyus.com's common shares. In addition, Travel24.com has loaned US$3
million to travelbyus.com with a maturity date of June 16, 2002. This loan is
convertible at Travel24.com's option into common shares at a conversion price of
US$2.50 per share, callable by Travel24.com after February 28, 2001 on three
months prior written notice, and secured by a lien on all of travelbyus.com's
assets, subject to existing liens and to normal bank indebtedness.


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<PAGE>

     The parties would also exchange information on their businesses and
financial plans and start to exchange mutual resources such as technology,
supplier contracts, tourist flows and similar matters on a preferred status.
The definitive agreements would require the appointment by each company of two
observers, to be substituted as soon as practical by two members, to the other
company's board of directors.  Following completion of the strategic partnership
arrangements, the companies also intend to negotiate a full merger proposal
between them, to be completed no later than December 31, 2000.  Their respective
financial advisors will be directed to prepare valuations of the companies to
serve as a basis for the merger negotiations.

Legal Proceedings

     On January 14, 2000, a complaint was filed against travelbyus.com in the
United States District Court for the Southern District of New York on behalf of
Now Voyager Freelance Couriers, Inc. alleging that travelbyus.com breached an
agreement to acquire the assets of Now Voyager in exchange for $150,000 or
100,000 common shares valued at $300,000 at the time the complaint was filed.
Now Voyager seeks relief in the form of specific performance, along with
consequential and incidental damages.  An answer to the complaint has been filed
with the court together with a counterclaim which seeks the recovery of the
benefits conferred by travelbyus.com upon Now Voyager during the period that the
acquisition was under consideration.

     travelbyus.com is unable to ascertain the ultimate aggregate amount of
monetary liability or financial impact of this matter and therefore cannot
determine whether this action will have a material adverse impact on the
consolidated financial position or results of operations of travelbyus.com.  The
parties are currently involved in settlement negotiations.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

     The following discussion and analysis should be read in conjunction with
travelbyus.com's consolidated financial statements and the accompanying notes
that appear elsewhere in this joint proxy statement/prospectus.

Overview

     In November 1999, the Emerging Issues Task Force of the Financial
Accounting Standards Board issued a discussion paper EITF 99-19,  Reporting
Revenue Gross Versus Net which has not yet been finalized.  In December 1999,
the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101
- Revenue Recognition in Financial Statements.  Both of these reports include
guidelines for determining the appropriateness of gross versus net revenue
reporting practices specifically in the e-commerce and travel sectors.  The
guidelines focus on determining whether a company in substance acts as
principal, agent or broker in a transaction, whether it takes title to the
products and whether it assumes the risks and rewards of ownership.
travelbyus.com has considered these recent developments in determining its
revenue recognition and reporting policies and believes that its current
policies are conservative and consistent with this guidance.  However, it is
possible that these evolving standards may allow or require travelbyus.com to
amend its practices for the recognition and reporting of revenue.  For the six
months ended March 31, 2000 and March 31, 1999, the sales revenues would have
been $23,315,743 and zero, respectively, if travelbyus.com had reported revenues
on a gross basis. Reported net revenues for the same period were $6,324,012 and
zero, respectively.

     Travel sales consist of revenues derived from the sale of travel products
including airline tickets, hotel and vacation property accommodations, car
rentals, vacation packages including cruises and tours, and volume bonuses and
overrides from suppliers of these products.  Where travelbyus.com sells airline
tickets or provides travel bookings as an agent, at prices determined by the
supplier, commission revenue is earned at the time the reservation is made and
the payment to the supplier is processed, less an allowance for returns and
cancellations based on company specific experience.  Where travelbyus.com
acquires an inventory of travel services from airlines, hotels, vacation
properties, car rental companies and vacation package providers, travelbyus.com
determines the selling price of these products, and revenue for these products
is recognized upon the customer's scheduled departure date, provided that
collection is reasonably assured.  Sales are recorded at the gross amount
collected from the customer when travelbyus.com has acquired an inventory which
is non-returnable and non-refundable.  Where the inventory is returnable and/or
refundable, sales are recorded at the net amount of the amount paid by the
customer less the travel product costs.

     travelbyus.com also earns commissions for booking accommodations and
vehicle rentals, and receives certain volume bonuses and overrides from the
travel product suppliers.  Overrides represent commissions earned on the basis
of

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<PAGE>

volumes. Revenues related to accommodations and vehicle rentals are recognized
as the customers use the services. Volume bonus and override commission revenues
are recognized as specified in the contractual arrangement when the specified
targets have been achieved.

     travelbyus.com provides retail travel agencies with access to certain
travel product suppliers under preferred supplier agreements.  Under these
associate marketing programs, the member agencies are charged an annual or
monthly license fee.  The license fees are recognized on a straight line basis
over the license period, when collectibility is reasonably assured.

     travelbyus.com earns revenue from the exchange of advertising media credits
for travel credits, which is recognized as the media credits are used by the
travel product supplier involved in the exchange.  travelbyus.com acquires
rights to the use of certain media, including billboards, radio, television and
newspaper advertising in exchange for cash payments to media companies.  These
media credits are exchanged with travel product suppliers in return for travel
credits which may be exchanged for their travel products which are in turn sold
to third parties.  In connection with these arrangements, travelbyus.com may
also provide services to travel product suppliers to assist them in placing
their advertisements in the available media, the costs of which are added to the
carrying value of the media credits exchanged for travel credits.  The carrying
value of the media credits is used as the basis for the measurement of the
exchange transaction, except where the expected net realizable value of the
travel credits at the time of the exchange is less than the carrying amount of
the media credits in which case the expected net realizable value of the travel
credits is used.

     Advertising revenues are also derived from travel product suppliers
advertising included in printed marketing and promotional materials prepared by
travelbyus.com and delivered to travel agents and customers.  Advertising
revenues are recognized at the time the marketing and promotional materials are
distributed to the travel agents and customers, when collectibility is
reasonably assured.  Costs of sales comprise the direct costs of developing and
producing the marketing and promotional materials.  Revenue from the sales of
computer data storage equipment is recognized upon delivery of the equipment
provided collectibility is reasonably assured.

Results of Operations

     travelbyus.com's results in prior years do not provide a meaningful
comparative, due to the change in the nature of business.

     Six-Month Period Ended March 31, 2000 Compared to Six-Month Period Ended
     March 31, 1999

     Revenues.  For the six months ended March 31, 2000, travel sales revenues
were $5,989,263 on gross bookings of $23,315,743, associate marketing program
revenues were $199,654, advertising revenues were $476,201, and technology
revenues were $796,223.  Since none of travelbyus.com's travel acquisitions were
completed until the fall of 1999, there are no comparable amounts for travel,
associate marketing, advertising and technology revenues for the six months
ended March 31, 1999. travelbyus.com anticipates that these revenues will
increase significantly with the completion of travelbyus.com's booking engine on
its Web site in the summer of 2000 and with the acquisitions of BTS Travel
Systems and Cruise Shoppes of America in April 2000. Interest and other income
for the six months were $266,783 compared to $3,227 for the six months ended
March 31, 1999. The increase is due to travelbyus.com holding significantly
higher cash balances raised from travelbyus.com's equity financing in December
1999.

     Expenses.  General and administrative expenses increased $9,027,580 from
$71,290 for the six months ended March 31, 1999 to $9,205,805 for the six
months ended March 31, 2000.  The increase in expenses is due primarily to the
decision to take travelbyus.com in a new direction as a travel company.  These
costs, which have been included to support travelbyus.com's growth and
transition to the travel sector, include wages and benefits for employees at
travelbyus.com's new call center in Reno, Nevada, professional fees for
travelbyus.com's strategic acquisitions and proposed merger with Aviation Group
and travel and promotion to develop new business opportunities in the travel
sector and to promote interest in travelbyus.com's business strategy.

     travelbyus.com incurred advertising expenses of $1,180,417, versus none for
the six months ended March 31, 1999, as the travelbyus.com brand name was
introduced with the brand names currently used in travelbyus.com's operating
divisions. Amortization expenses of $126,743, versus $4,435 for the six months
ended March 31, 1999 related to capital and intangible assets and deferred
finance costs. travelbyus.com also recorded goodwill amortization of

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$1,699,466 as compared to zero in the six months ended March 31, 1999.  Both
amounts have increased significantly over the prior period as a result of
travelbyus.com's investment in new subsidiaries. travelbyus.com has also accrued
$600,000, as compared to none for the six months ended March 31, 1999, for the
estimated restructuring charge in connection with the integration and relocation
of operations at travelbyus.com's new state-of-the-art call center in Reno.

     Interest expense and debt issue expense of $2,500,877, versus none for the
six months ended March 31, 1999, was incurred as a result of travelbyus.com's
$11.95 million debenture financing in September 1999.

     Net Loss.  The consolidated net loss for the six months ended March 31,
2000 was $12,492,120, or $0.20 per share, compared to $251,430, or $0.01 per
share, for the six months ended March 31, 1999.  The increased loss was due to
the significant expenses incurred to move the Company into the travel sector.

     Nine-Month Period Ended September 30, 1999 Compared to Year Ended December
31, 1998

     travelbyus.com incurred a loss of $1,772,215, or $0.05 per share, during
the nine month period ended September 30, 1999 compared to a loss of $1,282,999,
or $0.07 per share, for the year ended December 31, 1998. The increased loss
reflects management's decision to develop new business opportunities in the
Internet travel sector.

     General and administrative expenses for the nine month period ended
September 30, 1999 were $1,039,059 as compared to $256,910 for the year ended
December 31, 1998. The increased expenditures for the nine month period ended
September 30, 1999 were due to professional services required to change
travelbyus.com's business from the resource sector to the travel sector,
salaries for travelbyus.com's new management team and travel and promotional
costs to promote shareholder interest in travelbyus.com's new business plan.

     Website costs of $362,435, versus none for the year ended December 31,
 1998, were incurred during the nine month period ended September 30, 1999
 primarily for the initial design work of travelbyus.com's Web site. The
 official launch date of the travelbyus.com Web site was January 21, 2000.

     Financing of the expenditures during the nine month period ended September
30, 1999 was primarily from the 12.5% debenture financing which resulted in
gross proceeds of $11,950,000. In addition, travelbyus.com raised net proceeds
of $1,136,000 by way of private placement and through the exercise of stock
options.

     Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

     travelbyus.com incurred a loss of $1,282,999 for the year ended December
31, 1998, compared to a loss of $10,780,020 for the year ended December 31,
1997.  The reduced loss in 1998 reflects significantly lower exploration costs
and general administrative costs.  During the latter part of 1997 and 1998,
travelbyus.com focused on minimizing costs.

     General administrative expenses for the year ended December 31, 1998 were
$256,910 compared to $528,215 during the prior year.  The major components of
these costs were salaries and wages, shareholder communications expenses, costs
associated with the Toronto office, and travel costs.  The lower costs in 1998
are the result of staff reductions and the significant reduction in exploration
activity.

     Funding of expenditures in 1998 and 1997 was primarily from private
placements of travelbyus.com common shares.  During the year ended December 31,
1998, 4,000,000 travelbyus.com common shares were issued under a private
placement for net proceeds of $464,634.  During 1997, 3,100,000 travelbyus.com
common shares were issued under a private placement for net proceeds of
$4,683,663.  In addition, 500,000 travelbyus.com common shares were issued for
net proceeds of $72,500 as part of the acquisition of certain Mexican
properties.

Liquidity and Capital Resources

     Financing for travelbyus.com's acquisitions and operating expenses was
received from a private placement of special warrants to raise $20 million and a
private placement of common shares to raise $10 million. In addition,
travelbyus.com received $4,632,075 from the exercise of stock options and share
purchase warrants.

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<PAGE>

     During the six months ended March 31, 2000, travelbyus.com received US$2
million as an investment in common shares.  Subsequent to March 31, 2000,
travelbyus.com agreed to issue 930,000 common shares at US$2.15 per common share
for the US$2 million investment.

     In connection with travelbyus.com's planned arrangement with Aviation
Group, travelbyus.com has invested $7,277,600 (US$5,000,000) in Series B
preferred stock of Aviation Group.  The Series B preferred stock has an annual
dividend rate of 12% and may be redeemed at the option of Aviation Group after
February 28, 2001.

     travelbyus.com also holds 639,912 common shares of Scorpion Minerals Inc.,
which have a market value of approximately $450,000 as of May 26, 2000.

Principal Shareholders of travelbyus.com

     The following table sets forth certain information, as of May 31, 2000,
with respect to the beneficial ownership of shares of travelbyus.com's common
stock (i) by any person or "group," as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, known to us to own beneficially
more than 5% of the outstanding shares of common stock, (ii) by each director of
travelbyus.com and each executive officer of travelbyus.com named in the Summary
Compensation Table, and (iii) by all directors and executive officers of
travelbyus.com as a group.  Unless otherwise indicated, travelbyus.com believes
that each person named below possesses sole voting and investment power over his
shares of common stock.

<TABLE>
<CAPTION>
           NAME AND ADDRESS                   NUMBER OF SHARES
         OF BENEFICIAL OWNER                 BENEFICIALLY OWNED /(1)/    PERCENT OF TOTAL/(2)/
         -------------------                -------------------        -------------------------

<S>                                         <C>                        <C>
William Kerby                                    6,333,334 /(3)/                  8.0%
204-3237 King George Highway
South Surrey, B.C.
Canada  V4P 1B7
Michael Farrugia                                 1,800,000 /(4)/                  2.3%
John Fenyes                                      1,279,000 /(5)/                  1.6%
John Craig                                          62,500 /(6)/                   *
Jon Snyder                                       1,279,000 /(7)/                  1.6%
Alan Thompson                                      137,500 /(8)/                   *

All executive officers and directors            12,821,334 /(9)/                 15.9%
 as a group (9 persons)
</TABLE>
                        _______________________________
*    Less than 1%
(1)  This information has been furnished by the respective officers and
     directors.  A person is deemed to be the beneficial owner of securities
     that can be acquired within 60 days from the date set forth above through
     the exercise of any option, warrant or convertible or exchangeable note.
(2)  In calculating percentage ownership, all common shares that the named
     shareholder has the right to acquire upon exercise of any option, warrant
     or convertible or exchangeable note are deemed to be outstanding for the
     purpose of computing the percentage of common stock owned by the
     shareholder, but are not deemed outstanding for the purpose of computing
     the percentage of common stock owned by any other shareholders.
     Percentages of shares beneficially owned are based upon 78,455,046 common
     shares outstanding.
(3)  Includes options to purchase 250,000 common shares.
(4)  Includes options to purchase 1,000,000 common shares.
(5)  Includes options to purchase 125,000 common shares.
(6)  Represents options to purchase 62,500 shares.
(7)  Includes options to purchase 125,000 common shares.
(8)  Represents options to purchase 137,500 common shares.
(9)  Includes options to purchase 2,050,000 common shares.

                                      112
<PAGE>

Directors and Executive Officers

     The names, ages, positions and municipalities of residence of the executive
officers and directors of travelbyus.com are as follows:

<TABLE>
<CAPTION>
              Name               Age                       Position                                  Residence
-------------------------------  ---  ------------------------------------------------------  ----------------------------
<S>                              <C>  <C>                                                     <C>
Michael A. Farrugia/(1) (2)/      55  Director and Chairman of the Board                      Bermuda
William Kerby                     42  Director, Vice Chairman and Chief Executive Officer     White Rock, British Columbia
John Fenyes                       52  Director, Executive Vice President and Chief            Sparks, Nevada
                                      Operating
                                      Officer
John H. Craig/(1) (2)/            52  Director and Secretary                                  Toronto, Ontario
Alan Thompson/(1) (2)/            60  Director                                                Vancouver, British Columbia
Jon Snyder                        52  President                                               Reno, Nevada
Grant Kuramoto                    32  Chief Financial Officer                                 Richmond, British Columbia
Joanne Smith                      41  Senior Vice President, Marketing                        Reno, Nevada
John Whyte                        47  Senior Vice President, Commerce                         Toronto, Ontario
</TABLE>
_______________________________________
(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee

     The following sets forth certain background information for the executive
officers and directors of travelbyus.com, including their principal occupations:

     Michael A. Farrugia was appointed Director and Chairman of the Board in
April 1997.  Mr. Farrugia is the Chairman and President of MB Capital
Investments Ltd., a merchant bank.  Prior thereto, Mr. Farrugia was Chairman and
President of MB Capital Corp., a securities dealer and merchant bank.  Mr.
Farrugia also serves as a director on the boards of directors for Scorpion
Minerals Inc., MacMillan Gold Corp. and Martlet Venture Management Ltd.

     William Kerby has been Vice Chairman, Chief Executive Officer and a
director of travelbyus.com since April 1999.  Prior to joining travelbyus.com,
Mr. Kerby was the founder, President and Chief Executive Officer of Leisure
Canada Inc., a publicly traded company in  the travel industry.  Leisure Canada
Inc. specializes in the development of four and five star hotel and resort
properties.  During his tenure with Leisure Canada Inc., Mr. Kerby engineered
the development of Leisure Canada's travel division assets.  These assets
included TravelPlus (formerly Goliger's Travel) and Travel Trade International
with over 200 agencies across Canada, Altracs Publishing & Multimedia, producing
Leisure Canada Magazine and Canadian Traveller, Bluebird Holidays/Tour Division
in Great Britain and South Africa, Skyhigh Holidays and Cook Island Holidays in
Canada.

     John Fenyes has been Executive Vice President, Chief Operating Officer and
director of travelbyus.com and Express Vacations since October 1999.  Mr. Fenyes
has been involved in the travel industry for over 25 years, holding key
positions, including Vice President, Product Development with American Airlines
FlyAAway Vacations.  During his tenure with American Airways FlyAAway Vacations,
Mr. Fenyes developed one of the first in-house vacation package programs.  Most
recently, Mr. Fenyes was Director of Marketing Programs for ITT, Sheraton and
General Manager of "Vacations by Sheraton", now part of the Starwood Group.

     John H. Craig has been Secretary and a director of travelbyus.com since
June 1996.  Mr. Craig is a partner in the law firm Cassels Brock & Blackwell LLP
specializing in securities law. Mr. Craig also serves on the boards of directors
for Derlan Industries Limited, Glyko Biomedical Ltd. and TVX Gold Inc.

     Alan Thompson has been a director of travelbyus.com since April 1999.  Mr.
Thompson has been involved in the tour and travel business for over 40 years,
operating in all aspects of the industry including airlines, wholesale and
retail. Mr. Thompson founded a wholesale and charter operation in Canada in 1964
which operated a fleet of five 747's with weekly tours to the United Kingdom and
Europe.  In 1993, the operations were sold.  In 1995, Mr. Thompson started a
telecommunications company that was a forerunner in the de-regulated local dial
tone business in British Columbia.  Mr. Thompson sold the telecommunications
company to Texas Metronet Inc. in 1998.  Mr. Thompson is currently President of
the Millbank Group of Companies, which deals in financing, mortgages and venture
capital and operates a diversified group of companies.

                                      113
<PAGE>

     Jon Snyder has been President of travelbyus.com and Express Vacations since
November 1999.  Mr. Snyder has been involved in the travel industry for over 30
years and was one of the principals involved in the creation of American
Airlines FlyAAway Vacations program.  During his tenure with American Airlines
FlyAAway Vacations, Mr. Snyder served as President.   Due to divorce
proceedings, Mr. Snyder filed for personal bankruptcy protection in 1996.

     Grant Kuramoto has been Chief Financial Officer of travelbyus.com since May
1999.  Previously, Mr. Kuramoto served as corporate controller for Manex
Services, a company providing management services to publicly traded junior
resource companies.  Prior to joining Manex Services, Mr. Kuramoto was a
business assurance manager with Coopers and Lybrand (now PricewaterhouseCoopers
LLP).

     Joanne Smith has been Senior Vice President, Marketing of travelbyus.com
since November 1999 and has over 20 years of marketing expertise.  Ms. Smith has
held the positions of Vice President, American Eagle; Senior Vice President,
Midway Airlines; and most recently, Senior Vice President, Marketing, Reno Air.

     John Whyte has been Senior Vice President, Commerce of travelbyus.com and
President and Chief Executive Officer of Legacy since April 1999.  Mr. Whyte was
co-founder and lead product architect of Rogue Technologies Inc. Previously, Mr.
Whyte owned and operated Ontario Taxi Equipment, which was instrumental in
introducing the first electronic taximeter in the world.  Additionally, Mr.
Whyte has had many technical articles and storage-related papers published in
technical journals and magazines.

Executive Compensation

     Summary Compensation Table

     The following table contains information about the compensation paid to or
earned by travelbyus.com's Vice Chairman and Chief Executive Officer for the
nine-month period ended September 30, 1999.  During the nine-month period ended
September 30, 1999, travelbyus.com had no other named executive officer pursuant
to Ontario Regulation 638/93 made under the Ontario Securities Act because, as
at September 30, 1999, no executive officer earned more than $100,000 in total
salary and bonus.  Specific aspects of the compensation of the named executive
officer are dealt with in further detail in subsequent tables.

<TABLE>
<CAPTION>
                                                  Summary Compensation Table

                                   Annual Compensation                         Long Term Compensation
                                  ---------------------            --------------------------------------------
                                                                                Grants             Pay-outs
                                                                   --------------------------------------------
                                                       Other                          Restricted
                                                       Annual      Securities         Shares or
Name and                                               Remun-      Under              Restricted
principal              Fiscal      Salary    Bonus     eration     Option/SARs        Share Units    LTIP Pay-      Other Compen-
position               Year         ($)       ($)        ($)       Granted (#)             ($)        outs ($)         sation ($)
----------             ------     --------  -------  -----------   -----------------  -------------  ----------  -------------------

<S>                    <C>        <C>       <C>      <C>           <C>                <C>            <C>         <C>
William Kerby/(1)/      1999/(2)/     -       -      81,000/(3)/         500,000            -           -                 -
   Chief Executive
   Officer

Gary German             1998       146,000    -             -                  -            -           -                 -
   former President     1997       150,000    -             -             50,000            -           -                 -
</TABLE>

_______________________________________________
(1)  Mr. Kerby joined travelbyus.com in April 1999.  The information provided
     for Mr. Kerby represents a six month period.
(2)  travelbyus.com changed its year end to September 30 and as such year end
     information for 1999 represents a nine-month period.
(3)  Paid to 151156 Canada Ltd. as a consulting fee for the consulting services
     of Mr. Kerby.

                                      114
<PAGE>

     Option Grants in Nine Month Period Ended September 30, 1999

     The following table provides details on stock options granted to the named
executive officer during the nine-month period ended September 30, 1999 under
the terms of travelbyus.com's stock option plan.

     Options Granted During the Nine Month Period Ended September 30, 1999

<TABLE>
<CAPTION>
                                                                        Market Value of
                                                                          Securities
                                                                           Underlying
                  Common Shares       % of Total                           Options on
                     Under         Options Granted         Exercise Price    Date of Grant
     Name        Options Granted    in Fiscal Year         ($/sh.)          ($/sh.)       Expiration Date
---------------  ---------------  -------------------  ---------------  ----------------  ---------------
<S>              <C>              <C>                  <C>              <C>               <C>
William Kerby     250,000               9.1%                $0.46        $0.35/(1)/       April 20, 2004
                  250,000               9.1%                $1.00        $0.73/(2)/       June 03, 2004
</TABLE>
__________________________________
(1)  Based on the closing price of the Common Shares on the TSE on April 20,
     1999.
(2)  Based on the closing price of the Common Shares on the TSE on June 3, 1999.

     Options Exercised and Value of Unexercised Option

     The following table provides detailed information regarding options
exercised by the named executive officer during the nine-month period ended
September 30, 1999.  In addition, details on remaining options held are
provided.

 Aggregated Option Exercises in the Nine Month Period Ended September 30, 1999
                           and Year End Option Values

<TABLE>
<CAPTION>
                                                                               Value of Unexercised
                                                Unexercised options          in-the-money options at
                  Securities    Aggregate      at Financial Year End            Financial Year End
                 acquired on      value             Exercisable/                   Exercisable/
Name             Exercise (#)  realized ($)      Unexercisable (#)              Unexercisable ($)
---------------  ------------  ------------  --------------------------  --------------------------------
                                             Exercisable  Unexercisable    Exercisable     Unexercisable
                                             -----------  -------------  ---------------  ---------------
<S>              <C>           <C>           <C>          <C>            <C>              <C>
William Kerby        100,000   24,000/(1)/
                     150,000   46,500/(2)/       250,000        -           287,500/(3)/          -
</TABLE>
_______________________________________
(1)  Based on the closing price of the Common Shares on the TSE on August 23,
     1999 of $0.70.
(2)  Based on the closing price of the Common Shares on the TSE on August 24,
     1999 of $0.77.
(3)  Based on the closing price of the Common Shares on the TSE on September 30,
     1999 of $2.15.

     Other Compensation Matters

     There were no long-term incentive awards made to the named executive
officer during the nine month period ended September 30, 1999.  There are no
pension plan benefits in place for the named executive officer.

     Indebtedness of Directors, Executive Officers and Senior Officers

     During the nine month period ended September 30, 1999, no loans were made
by travelbyus.com to any senior officer or director or any key employee of
travelbyus.com or any of their other respective associates for any reason
whatsoever.

                                      115
<PAGE>

     Compensation of Directors

     None of the directors of travelbyus.com were compensated in their capacity
as a director by travelbyus.com during the nine month period ended September 30,
1999 pursuant to any arrangement or in lieu of any standard arrangement save and
except through the granting of stock options.

     During the nine month period ended September 30, 1999, options to purchase
1,450,000 common shares of travelbyus.com were granted to directors of
travelbyus.com.

     Employment Contracts

     There are no employment contracts between travelbyus.com and the named
executive officer and no compensatory plan or arrangement that results or will
result from the resignation, retirement or any other termination of employment
of such officer's employment with travelbyus.com, from a change of control of
travelbyus.com or a change in the named executive officer's responsibilities
following a change-in-control.

     Stock Option Plan

     travelbyus.com's stock option plan provides that its board of directors
may, from time to time, in its discretion, grant to directors, officers,
employees and consultants of travelbyus.com, or any subsidiary of
travelbyus.com, the option to purchase common shares, provided that the number
of common shares reserved for issuance under the stock option plan shall not
exceed 6,500,000 common shares, or such greater number as may be approved from
time to time by the shareholders of travelbyus.com.  In addition, the number of
common shares reserved for issuance to any one person shall not exceed 5% of the
issued and outstanding common shares on a non-diluted basis at the time of such
grant.  All options currently held by directors, officers and employees of
travelbyus.com have been granted pursuant to the stock option plan or its
predecessor.  The stock option plan provides that the terms of the option and
the option price shall be fixed by the directors of travelbyus.com subject to
the price restrictions imposed by The Toronto Stock Exchange.

     The stock option plan also provides that no option shall be granted to any
person except upon recommendation of the directors of travelbyus.com and that
only optionees may receive stock options.  Stock options granted under the stock
option plan may not be for a period of less than one year or longer than ten
years and the exercise price must be paid in full upon exercise of the option.
Options under the stock option plan are non-assignable.  If prior to the
exercise of an option, the holder ceases to be an optionee as a result of his or
her resignation or discharge, all options granted to the optionee under the
stock option plan are terminated and are of no further force or effect.  If
prior to the exercise of an option, the holder ceases to be an optionee for
reasons other than his or her resignation or discharge, the option of the holder
shall be limited to the number of shares purchasable by him immediately prior to
the time of his cessation of office or employment and he shall have no right to
purchase any other shares.  Options must be exercised within eighteen months of
termination of employment or cessation of position with travelbyus.com, provided
that if the cessation of office, directorship, consulting arrangement or
employment was by reason of death, the option must be exercised within 12 months
after such death, subject to the expiry date of such option.  As at the date of
this joint proxy statement/prospectus, travelbyus.com has outstanding the
following options under the stock option plan:

                                      116
<PAGE>

<TABLE>
<CAPTION>
                                                       Exercise                         Market Value of
                                       Number of       Price Per                         Common Shares
                                     Common Shares      Common                          Under Option on
Name                                  Under Option       Share        Date of Grant      Date of Grant     Expiry Date
----                                  ------------      -------       -------------     ---------------    -----------
<S>                                   <C>               <C>           <C>               <C>                <C>
Six executive officers as a              237,500         $0.46          Apr. 20/99           $0.35         Apr. 20/04
group                                    250,000         $1.00          Jun. 30/99           $0.50         Jun. 30/04
                                         675,000         $1.65          Nov. 03/99           $1.65         Nov. 03/04

Three directors who are not              300,000         $0.12          Mar. 09/98           $0.11         Mar. 09/03
executive officers as a group            600,000         $0.79          Jun. 03/99           $0.73         Jun. 03/04
                                         250,000         $1.00          Jun. 30/99           $0.50         Jun. 30/04
                                         100,000         $3.90          Jan. 13/00           $3.90         Jan. 13/05

Employees who are not                    388,800         $0.46          Apr. 20/99           $0.35         Apr. 20/04
executive officers or                  1,467,500         $4.28          Dec. 23/99           $4.28         Dec. 23/05
directors as a group                     123,000      $3.80-$4.90     Jan. 05-27/00       $3.80-$4.90    Jan. 05-27/05
                                           9,000         $3.30          Feb. 21/00           $3.30         Feb. 21/05
                                         133,500      $4.39-$4.50     Mar. 06-27/00       $4.39-$4.50    Mar. 06-27/05
                                         115,500         $3.75          Apr. 03/00           $3.75         Apr. 03/05
                                         696,500      $2.35-$3.25     May  01-25/00       $2.35-$3.25    May 01-25/05

Consultants as a group                    89,000         $0.55          Jul. 04/99           $0.48         Jul. 04/04
                                         250,000         $3.30          Dec. 06/99           $3.30         Dec. 06/04
                                         200,000         $3.20          Feb. 09/00           $3.05         Feb. 03/02
                                          50,000         $3.75          Jan. 28/00           $3.75         Jan. 28/01
</TABLE>

                          Description of Share Capital

          The authorized capital of travelbyus.com consists of an unlimited
number of common shares of which 78,600,006 common shares were issued and
outstanding as of May 31, 2000.  The following is a summary of the principal
attributes of the common shares.

          The holders of the common shares are entitled to receive notice of,
attend and vote at any meeting of shareholders of travelbyus.com, except those
meetings where only the holders of another class or series of shares are
entitled to vote separately as a class or series.  The common shares carry one
vote per share.

          The holders of common shares are entitled to receive on an equal basis
such dividends as may be declared by the board of directors of travelbyus.com,
out of funds legally available therefor, subject to the preferential rights of
any shares ranking prior to the common shares.

          In the event of the liquidation, dissolution or winding-up of
travelbyus.com, the holders of travelbyus.com will be entitled to receive on a
pro rata basis all the assets of travelbyus.com remaining after payment of all
its liabilities, subject to the preferential rights of any shares ranking prior
to the common shares.

          No pre-emptive or conversion rights attach to the common shares, and
the common shares when fully paid, will not be liable to further call or
assessment.  No other class of voting shares may be created without the approval
of the holders of the common shares voting separately as a class.

Prior Sales

          The following table contains details of the prior sales of securities
of travelbyus.com for the 12-month period prior to the date hereof:

                                      117
<PAGE>

                                               Number of            Aggregate
Date of Issue                                Common Shares          Proceeds (*)
-------------                                -------------           --------

April 1999/(1)/                                20,000,000           $1,200,000
January 1999 to May 2000/(2)/                   1,022,200              419,952
September 1999 to May 2000/(3)/                 6,012,500            4,088,500
October 4, 1999/(4)/                            2,000,000            4,040,000
October 4, 1999/(5)/                              150,000              303,000
October 13, 1999/(6)/                           1,000,000            1,720,000
November 1, 1999/(7)/                           3,462,000            4,916,040
November 1, 1999/(8)/                             150,000              255,000
November 15, 1999/(9)/                          2,855,883            4,997,795
December 1, 1999/(10)/                          5,000,000           13,500,000
December 1, 1999/(11)/                          3,028,000            8,175,604
December 7, 1999/(12)/                            350,000            1,211,000
December 15, 1999/(13)/                         4,000,000           10,000,000
January 26, 2000 /(14)/                         1,146,497            1,777,070
January, 2000 to May 2000/(15)/                   181,750              636,125
February 2000 to May 2000/(16)/                   215,000              537,500
April 3, 2000/(17)/                               690,558            2,589,583
April 4, 2000/(18)/                             2,619,000            9,428,400
April 2000 to May 2000/(19)/                      147,500              100,300
April 2000 to May 2000/(20)/                      300,000              750,000
May 23, 2000/(21)/                              3,280,000            9,184,000

     (*) Shares issued for acquisitions are shown using market price on date of
         issue.
_____________________________________

(1)  In April 1999, travelbyus.com issued and sold on a private placement basis,
     20,000,000 common shares at a price of $0.06 per common share.
(2)  Issued upon exercise of stock options.
(3)  Issued upon exercise of debenture warrants.
(4)  Issued pursuant to the Gotham/Mr. Cheaps Share Purchase Agreement. See
     "travelbyus.com -Business-Recent Acquisitions--Gotham Media Group, Ltd. and
     Mr. Cheaps Travel, Ltd."
(5)  Issued as a finders fee pursuant to the Gotham/Mr. Cheaps Share Purchase
     Agreement. See "travelbyus.com-Business-Recent Acquisitions-Gotham Media
     Group, Ltd. and Mr. Cheaps Travel, Ltd."
(6)  Issued pursuant to the IT Agreement. See "travelbyus.com-Business-Recent
     Acquisitions-International Tours, Inc., Galaxsea Cruises and Tours, Inc.
     and IT Cruise, Inc."
(7)  Issued pursuant to the Express Vacations Unit Purchase Agreement. See
     "travelbyus.com-Business-Recent Acquisitions - Express Vacations, LLC."
(8)  Issued as a finders fee pursuant to the Express Vacations Unit Purchase
     Agreement. See "travelbyus.com-Business-Recent Acquisitions-Express
     Vacations, LLC."
(9)  Issued pursuant to the 1999 Travel Magazine Agreement. See "travelbyus.com-
     Business-Recent Acquisitions-Travel Magazine."
(10) Issued pursuant to the Cheap Seats Share Purchase Agreement. See
     "travelbyus.com-Business-Recent Acquisitions-Cheap Seats, Inc."
(11) Issued pursuant to the Legacy Share Purchase Agreement. See
     "travelbyus.com-Business-Recent Acquisitions-Legacy Storage Systems Corp."
(12) Issued pursuant to the 1-800 Agreement. See "travelbyus.com-Business-
     Recent Acquisitions-1-800-i-Travel."
(13) On December 15, 1999, travelbyus.com completed a private placement of
     4,000,000 units at a price of $2.50 per unit. Each unit is comprised of one
     common share and one-half of one common share purchase warrant. Each whole
     unit warrant entitles the holder thereof to purchase one common share at a
     price of $3.50 per share at any time on or before March 15, 2001. Pursuant
     to the private placement, travelbyus.com issued 400,000 compensation
     options to the agent, each unit option is exercisable into one common share
     at an exercise price of $2.50 per share at any time on or before 4:30 p.m.,
     Toronto time, on March 15, 2001.
(14) Issued pursuant to the 2000 Travel Magazine Agreement. See
     "travelbyus.com-Business-Recent Acquisitions-Travel Magazine."
(15) Issued upon exercise of unit warrants.
(16) Issued upon exercise of unit options.
(17) Issued pursuant to the BTS Agreement. See "travelbyus.com-Business-Recent
     Acquisitions-Bell Travel Systems."
(18) Issued pursuant to the Cruise Shoppes Agreement. See "travelbyus.com-
     Business-Recent Acquisitions-Cruise Shoppes America, Ltd."
(19) Issued upon exercise of brokers' warrants issued in connection with
     debenture warrants.
(20) Issued upon exercise of special warrants.
(21) Issued upon the purchase of Epoch Technology Inc. See "travelbyus.com-
     Business-Recent Acquisitions-Epoch Technology Inc."

Interest of Management and Others in Material Transactions

     No director or senior officer of travelbyus.com or any shareholder holding
of record or beneficially, directly or indirectly, more than 10% of the issued
common shares of travelbyus.com, or any of their respective

                                      118
<PAGE>

associates or affiliates, had any material interest, directly or indirectly, in
any transaction with travelbyus.com, or in any proposed transaction, within the
past three years, except as set out in this prospectus or noted below.

          In April 1999, travelbyus.com completed a private placement of
20,000,000 common shares at an issue price of $0.06.  William Kerby, the Vice
Chairman and Chief Executive Officer of travelbyus.com, subscribed for 6,083,334
of such common shares for gross proceeds to travelbyus.com of $365,000.

Auditors, Registrar and Transfer Agent

          The auditors of travelbyus.com are PricewaterhouseCoopers LLP,
Chartered Accountants, Vancouver, British Columbia.

          The registrar and transfer agent for the common shares is Montreal
Trust Company of Canada at its principal offices in the City of Toronto,
Ontario.

                                      119
<PAGE>

                                 AVIATION GROUP

Business

General

     Aviation Group was organized in December 1995 to serve as a holding company
for businesses beneficially owned by Aviation Group's Chairman of the Board, Lee
Sanders.  In August 1997, Aviation Group completed its initial public offering
of shares of its common stock and redeemable common stock purchase warrants.
These shares and warrants are listed and traded on the Nasdaq SmallCap Market
and the Boston Stock Exchange.

     Aviation Group provides services and products to airline companies and
other aviation firms primarily in the United States.  Aviation Group's business
consists of:

     -    painting and paint stripping services for commercial and freight
          aircraft at facilities located in Portland, Oregon, New Iberia,
          Louisiana and Greenville, Mississippi; and

     -    the manufacture, sale and repair of aircraft batteries and aircraft
          and truck weighing scales.

     In August 1999, Aviation Group determined to seek to shift its assets and
capital into an industry with significant growth opportunity.  In February 2000,
Aviation Group entered into letters of intent with Global Leisure and
travelbyus.com to effect a three-way business combination intended to effect a
shift of its assets and capital into the e-commerce travel industry.

     On May 3, 2000, Aviation Group entered into an arrangement agreement under
Ontario, Canada law to acquire travelbyus.com, an e-commerce travel company.

     In March 2000, Aviation Group acquired a controlling stock interest in
Global Leisure.  Global Leisure is primarily engaged in the wholesale and retail
sale of travel packages for both domestic and Pacific Island and Australian
destinations.  Travel packages created by Global Leisure include airline seats,
hotel accommodations, automobile rentals and other land components.  Global
Leisure contracts with vendors and primarily markets the packages directly to
retail travel agents.  Aviation Group acquired 100% ownership of Global Leisure
in May 2000.

     The principal executive offices of Aviation Group are located at 700 North
Pearl Street, Suite 2170, Dallas, Texas 75201, and the telephone number is (214)
922-8100.

History

     Aviation Group's historical business objective has been to grow through
acquisition of other aviation-related companies, assets or products or service
lines that would complement or expand its existing businesses. Since 1995,
Aviation Group has purchased five separate companies.  Management believed that
acquisitions would enable Aviation Group to leverage its fixed costs of
operations and that Aviation Group would be able to use its common stock as the
major source of its capital to execute its acquisition strategy.

     Aviation Group acquired:

     -    In March 1996, 99% of the outstanding stock of Pride Aviation, Inc.
          Pride, now known as Aviation Exteriors Louisiana, Inc., engages in the
          aircraft painting and paint stripping business in new Iberia,
          Louisiana.

     -    In August 1997, all of the outstanding stock of Casper Air Service.
          Casper operated an aircraft fueling, light maintenance and parts sales
          business in Casper, Wyoming.

                                      120
<PAGE>

     -    In March 1998, all of the outstanding equity interests in Aero Design,
          Inc. and Battery Shop, L.L.C. Aero Design and Battery Shop
          manufacture, sell and repair aircraft replacement batteries at their
          facilities near Nashville, Tennessee.

     -    In August 1998, all of the common stock of General Electrodynamics
          Corporation. General Electrodynamics, which is based in Arlington,
          Texas, manufactures and sells truck scales, aircraft scales and other
          aviation components used by the aviation maintenance and
          transportation industries.

     While management was successful in identifying additional candidates that
met its acquisition criteria, the trading price and volume of Aviation Group's
shares created a significantly negative environment for acquiring aviation
businesses using its stock as consideration.  Aviation Group management has
endeavored since 1998 to remedy this condition, while continuing to incur high
corporate overhead costs necessary to properly operate and maintain a larger
aviation service enterprise.

     In August 1999, the Aviation Group's board of directors approved a
management plan to engage investment advisors and pursue the additional strategy
of selling all or part of Aviation Group's businesses.  The major factors
influencing this decision were:

     -    Aviation Group's stock was trading below the value of its existing
          underlying companies;

     -    acquisitions of new companies at then existing share price levels
          would be dilutive to existing shareholders; and

     -    continuation of its historical corporate overhead strategy would erode
          shareholder value.

     Aviation Group commenced discussions with third parties regarding a sale or
merger of the entire enterprise or the sale of certain remaining segments of
Aviation Group's operations on an individual basis. Various parties interested
in Aviation Group's status as a public company expressed interest in a business
combination, spin-off, or other transaction.  While this process was underway,
management cut overhead costs and focused its energies on the maximization of
cashflows from its existing business units.

     On December 31, 1999, Aviation Group's subsidiary Tri-Star Airline
Services, Inc. sold all of its ground handling assets and operations, primarily
located at Dallas-Ft. Worth International Airport, to Tri-Star Acquisition
Corp., d/b/a Servisair Texas, Inc.  The purchase price was $1,500,000 in cash.
Tri-Star Airline Services retained all accounts payable, accounts receivable and
inventories of the business.

     On February 8, 2000, Casper Air Service sold its operations and most of its
assets located in Casper, Wyoming to Casper Jet Center Fueling, L.L.C. The
purchase price was $200,000 in cash and the assumption by Casper Jet Center
Fueling of approximately $600,000 of Casper Air Service's accounts payable.
Casper Air Service retained its inventory of aircraft parts, three aircraft and
all of its accounts receivable.  Casper Air Service intends to sell or otherwise
realize on these retained assets before June 30, 2000 and will not continue in
business.

     In late February 2000, Aviation Group entered into letters of intent and
publicly announced a proposed three-way business combination with Global Leisure
and travelbyus.com.  The business combination contemplated the acquisition by
Aviation Group of the other two companies with financing provided by
travelbyus.com and private investment capital raised by Doerge Capital
Management.  Doerge Capital's clients and affiliates had previously invested
significant capital into Global Leisure.  On May 10, 2000, Aviation Group
completed the acquisition of Global Leisure as described below.

Acquisition of Global Leisure Travel, Inc.

     On May 10, 2000, Aviation Group completed its acquisition of Global
Leisure.  Global Leisure is now a wholly owned subsidiary of Aviation Group.  As
consideration for the purchase, Aviation Group issued:

                                      121
<PAGE>

     -    $16,500,000 in liquidation preference, represented by 1,650 shares, of
          its Series A convertible preferred stock and Series A warrants to
          purchase 750,000 shares of its common stock at an exercise price of $5
          per share, to the former owners of Global Leisure in exchange for the
          transfer or cancellation of the stock and indebtedness owned by them
          and their affiliates; and

     -    Series B warrants to purchase 3,500,000 shares of its common stock at
          an exercise price of $3 per share, to the former warrantholders in
          Global Leisure in exchange for cancellation of their warrants.

     In connection with the acquisition, Aviation Group also invested $20.9
million in Global Leisure. These funds were used primarily to pay debts and
other payables of Global Leisure.  The financing for this investment by Aviation
Group in Global Leisure was provided by:

     -    $5.0 million invested by travelbyus.com through the purchase of 500
          shares of Series B preferred stock from Aviation Group at $10,000 per
          share;

     -    $2.0 million invested by private investors in the purchase of 750,000
          shares of Aviation Group common stock at $2.667 per share; and

     -    Approximately $16.5 million invested by private investors in the
          purchase of 1,653 units of Aviation Group's Series B preferred stock
          and Series C warrants, at a price of $10,000 per unit, each unit
          consisting of one share and 750 warrants.

     Upon the completion of both the arrangement with travelbyus.com and the
acquisition by Aviation Group of Global Leisure and related financing, Aviation
Group agreed to deliver to the broker/dealer arranging the financing, Doerge
Capital Management, a division of Balis Lewittes & Coleman, Inc., a fee of $1.0
million and warrants to purchase 1.5 million shares of common stock of Aviation
Group at a weighted average exercise price of $4.07 per share.

Existing Business

     Besides Global Leisure, Aviation Group has two business divisions.  These
business divisions are as follows:

     -    Aircraft Paint Services Division: This division is made up of aircraft
          paint services provided by three of Aviation Group's subsidiaries.
          Aviation Group's subsidiaries, Aviation Exteriors Louisiana, Inc. and
          Aviation Exteriors Portland, Inc., provide painting and paint
          stripping services for commercial and freight aircraft at their
          facilities located in New Iberia, Louisiana and Portland, Oregon.
          Their primary customers are United Parcel Service and Federal Express.
          In January 1999, Aviation Group executed a lease and established a new
          paint facility at Greenville, Mississippi through a new subsidiary,
          Aviation Exteriors Greenville, Inc.

     -    Aircraft Products Division: Aviation Group manufactures and sells
          certain types of aircraft components and equipment through three of
          its subsidiaries. Aero Design manufactures and sells aircraft
          batteries for the commercial airline industry. Battery Shop repairs
          batteries for the aviation industry. General Electrodynamics
          Corporation primarily manufactures and sells aircraft and truck
          weighing scales.

Business of Global Leisure Travel, Inc.

     Global Leisure provides travel related services primarily through retail
travel agencies.  Global Leisure is a seller of bulk travel services,
maintaining several wholesale and discount contracts with leading providers of
travel in the industry.  Global Leisure maintains contracts with several major
airlines, hotel operators and touring companies, including United Airlines,
Continental Airlines, Delta Airlines, Hawaiian Airlines, Alaskan

                                      122
<PAGE>

Airlines, Outrigger Hotels Hawaii, and Hotel Corporation of the Pacific d/b/a
Aston Hotels & Resorts. These contracts allow Global Leisure to purchase airline
tickets, hotel reservations and travel packages at wholesale prices.

     Global Leisure's travel products are resold to the public through retail
travel agents and other sellers. Several tradenames under which Global Leisure
operates are "Sunmakers," "Kailani Hawaii Tours" and "Hawaii Leisure."  Global
Leisure has contracts with travel agencies and suppliers of travel in
Washington, Hawaii, Nevada and California.  These agencies have designated
Global Leisure as a preferred supplier for all destinations and products that
Global Leisure or its subsidiaries offer in exchange for certain sales-based
commissions.  In most of its contracts, Global Leisure competes for a block of
tickets with other wholesale travel suppliers.

     As of May 1, 2000, Global Leisure employed 132 people.  Global Leisure
maintains an employment agreement with Michael Lavigne through December 31,
2000.  Mr. Lavigne may receive up to the amount of his salary through the end of
the term of the contract if he is terminated without cause.  Global Leisure
leases 28,614 square feet of office space in Seattle, Washington, its main
headquarters, and one floor of an office building in Bellingham, Washington.

Recent Debt Financing

     In May 2000, Aviation Group issued to SW Pelham Fund, L.P. a promissory
note in the principal amount of $3.0 million requiring quarterly interest
payments at an annual rate of 12%.  In connection with the promissory note,
Aviation Group issued to SW Pelham Series D warrants to purchase 225,000 shares
of its common stock at an exercise price of $2.125 per share, subject to
shareholder approval if required by Nasdaq rules.  The Series D warrants expire
on the earlier of  May 8, 2005, or two years after the effective date of a
registration statement filed for the resale of the common stock underlying the
Series D warrants.  Aviation Group is required to register for resale with the
SEC the shares of common stock purchasable under the warrants.  The promissory
note has been unconditionally guaranteed by travelbyus.com.  Aviation Group is
also required to use the proceeds from the note to finance acquisitions by
travelbyus.com or Aviation Group.  The promissory note is payable in full on
February 28, 2001.  SW Pelham will have the option to require Aviation Group to
repay the promissory note early if:

     -    the closing of the arrangement, the closing of at least one
          acquisition and the approval by Aviation Group's shareholders of the
          issuance of the Series D warrants, if required by Nasdaq rules, have
          not taken place on or before September 30, 2000; or

     -    William Kerby ceases to be the chief executive officer of Aviation
          Group and actively involved in the management and operation of
          Aviation Group.

     On May 25, 2000, Aviation Group loaned $1,975,000 of these loan proceeds to
travelbyus.com for its acquisition of Epoch Technology Inc.  The terms of the
loan were similar to the terms of the loan from SW Pelham.  The loan is secured
by a security interest in the stock of Epoch Technology, except that the
security interest is subordinate to a security interest in the stock in favor of
the holders of travelbyus.com's 12.5% senior redeemable debentures.

Advertising and Marketing

     Most of Aviation Group's revenues from its aircraft paint and products
businesses come from direct sales and customer referrals.  Aviation Group also
utilizes direct mailings and trade journal advertisements as a secondary source
of advertising and public relations.  Aviation Group has a full-time marketing
representative who directly contacts the maintenance and service executives of
airlines and other aviation customers to generate business.

                                      123
<PAGE>

Customers

     Aviation Exteriors Louisiana and Aviation Exteriors Portland provide
stripping and painting services to major carriers in the airline industry.
Their past and current customers include United Airlines, Continental Airlines,
Boeing Commercial Aircraft Group, Federal Express, United Parcel Service, Delta
Airlines, Southwest Airlines, Northwest Airlines and Piedmont Airlines.

     Aero Design, Battery Shop and General Electrodynamics sell their products
to aircraft parts distributors and airlines around the world.  They also sell
their products directly to airlines in certain instances.  Since the recent
completion of the FAA approval process for their generic battery product lines,
Aero Design and Battery Shop have increased their marketing activities and hope
to achieve significant revenue growth during the 2000 fiscal year and beyond.

Regulation

     Environmental Regulation

     Aviation Group must comply with federal, state and local environmental
protection laws and related regulations in its operations and facilities.  These
laws and regulations are particularly applicable to the paints and paint
stripping chemicals and solvents used by Aviation Group in its operations and to
the disposal of batteries.  Aviation Group could be held liable as a current or
former operator for releases of hazardous substances at its facilities.
Aviation Group could also incur liability for cleanup costs at off-site
facilities to which it ships hazardous substances for treatment, handling,
storage, or disposal.  Management of Aviation Group believes that its operations
and facilities are in material compliance with all federal, state and local
environmental laws and regulations and that Aviation Group's hazardous waste
management practices minimize the potential for release of hazardous substances
into the environment. Aviation Group has not experienced any significant
environmental regulatory problems in the past.  To date, it has not been subject
to any significant fines, penalties or other liabilities under these laws and
regulations. However, Aviation Group cannot assure you that these laws or
regulations may not require it to make significant expenditures or otherwise may
have a material adverse impact on its future operations or financial condition.

     Aviation Regulation

     The FAA regulates all aspects of the airline and aircraft industries.
Aviation Group's subsidiaries have certifications from the FAA to operate
aircraft repair stations.  These certifications are limited as to the kinds of
repair and maintenance activities that may be performed by Aviation Group's
subsidiaries at their certified facilities.  The FAA regularly inspects these
facilities for compliance with FAA regulations and guidelines. Failure to comply
with FAA regulations and guidelines could result in a loss of certification.  A
loss of certification for a particular facility would prevent that facility from
performing any aircraft repair or maintenance operations.  Aviation Group
believes that its subsidiaries are in compliance in all material respects with
the FAA's regulations and guidelines.  Nevertheless, these regulations and
guidelines, or any FAA enforcement actions, could have a material adverse effect
on Aviation Group's future operations and financial condition.

Competition

     Each of Aviation Group's subsidiaries directly competes with other
companies in the airline services industry.  Many heavy maintenance facilities
perform aircraft stripping and painting services as an adjunct to their
maintenance operations.  The owners of these heavy maintenance facilities
include Dee Howard Company, Pemco, Tramco, Inc. and Raytheon.

     Aero Design and Battery Shop compete primarily with SAFT America, Inc. and
Marathon Power Technologies Company, both of which are much larger and have
greater financial resources.  General Electrodynamics competes with InterComp
Company, a privately held miscellaneous scale manufacturer, Load-O-Meter
Corporation and PAT America, Inc., as well as numerous other public and private
manufacturers of other aviation components, many of which are larger and have
greater financial resources.

                                      124
<PAGE>

     Global Leisure competes with other wholesale and retail suppliers of travel
packages.  In its primary markets of Pacific Island and Australian destinations,
Global Leisure competes with Pleasant Hawaiian Holidays and All About Travel,
which are larger and have greater financial resources.

Employees

     At May 31, 2000, Aviation Group had approximately 291 employees.  Aviation
Exteriors Louisiana and Aviation Exteriors Portland have approximately 250
employees, depending upon seasonality.  At May 31, 2000, Aero Design and Battery
Shop had eight employees and General Electrodynamics Corporation had 39
employees.  Corporate management has two employees.  Management believes its
employee relations are good. No employees are covered by collective bargaining
agreements.

Insurance

     Aviation Group carries $200,000,000 of insurance for general aviation
liability and $200,000,000 of hangar keeper insurance, as required by its
customers, and customary coverage for other business insurance. While Aviation
Group believes its insurance is adequate, we cannot assure you that this
coverage will fully protect Aviation Group against all losses which it might
sustain. Aviation Group's insurance for aircraft liability carries a deductible
requiring it to pay $20,000 of any loss or damage.

Properties

Hangar Facilities for Paint Operations

     Aviation Exteriors Louisiana leases four aircraft hangars and office space
at Acadiana Regional Airport from the Iberia Parish Authority in New Iberia,
Louisiana.  One lease having an annual rent of $120,000 expires August 1, 2000.
An adjacent hangar has a term expiring in October 2023 and requires annual rent
of $158,000.  The third lease expires on February 1, 2001 and has an annual rent
of $60,000. Each of the three leases allows the Iberia Parish Authority and
Aviation Exteriors Louisiana to agree to extend the lease terms and provides for
10% rent increases every five years.

     Aviation Exteriors Louisiana has also executed a 30-year operating lease
with the Iberia Parish Authority to obtain funds from the State of Louisiana to
build a larger hangar for the housing and maintenance of Boeing 747 aircraft.
The State of Louisiana and the U.S. government have approved grants totaling
$4.5 million to pay part of the cost of construction of a hangar at Acadiana
Regional Airport.  Iberia Parish Authority financed the remaining cost of the
hangar construction through a bond issuance. This project is targeted for
completion in the summer of 2000.  After the hangar is complete, the annual rent
will be $420,000.  The estimated total cost to build the hangar is $9,500,000.

     Aviation Exteriors Portland leases two hangars and office space at the
Airtrans Center at Portland International Airport in Portland, Oregon. The
facility is presently being used to paint aircraft for Federal Express.  Rent
under the lease is equal to 10% of the revenues of Aviation Exteriors Portland
earned from its Portland painting activities.

     Aviation Exteriors Greenville leases one hangar at the Mid Delta Regional
Airport in Greenville, Mississippi.  This lease expires in 2009.  Aviation
Exteriors Greenville pays rent in the amount of $9,000 per month for the
facility.

Dallas Office Space

     Aviation Group also occupies 5,900 square feet of office space at 700 North
Pearl Street, Suite 2170, Dallas, Texas, pursuant to a lease that expires in
September 2003.  Aviation Group pays rent in the amount  of $7,120 per month for
this office space.  It has subleased 4,500 square feet of this space to third
parties for $5,000 per month.

                                      125
<PAGE>

Nashville, Tennessee Facilities

     Aero Design utilizes approximately 3,000 square feet of manufacturing and
office space in Nashville, Tennessee under a two-year lease at the monthly rate
of $1,500, plus expenses.  These facilities are deemed adequate for the growth
of Aero Design and Battery Shop during the 2000 fiscal year.  Aviation Group
believes that there are suitable facilities in the area sufficient to support
additional growth.

Arlington, Texas Facilities

     General Electrodynamics Corporation operates an approximately 20,000
square-foot manufacturing and operating facility in Arlington, Texas under a
short term lease.  Rent payments are $5,000 per month plus all utilities and
taxes.

Legal Proceedings

     Aviation Group  is not involved in any material pending legal proceeding
other than ordinary routine litigation considered to be incidental to its
business and other than the following litigation.

     In August 1997, Aviation Group bought Casper Air Service. Aviation Group
promised the sellers additional consideration if certain conditions were
satisfied. In August 1998, Aviation Group filed a lawsuit seeking a declaratory
judgment in its favor that the conditions to this additional consideration had
not been met. The sellers filed a suit at the same time seeking payment of
amounts allegedly owing to them.  The dispute is presently being litigated as
Frederick C. Werner, et al. v. Aviation Group, Inc., Civil Action No. 98-CV-
---------------------------------------------------
1062-B, United States District Court for Wyoming.  Management presently believes
that its position regarding the nonpayment of these sums will ultimately be
upheld. On June 16, 2000, the court granted summary judgment in favor of
Aviation Group.

Selected Financial Data

     Certain selected financial data for Aviation Group appears under the
captions "Selected Historical Consolidated Financial Data of Aviation Group" and
"Comparative Per Share Data" in this joint proxy statement/prospectus.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

     A key element of Aviation Group's strategy historically involved growth
through acquisitions of other companies, assets or product or service lines that
would complement or expand Aviation Group's existing businesses.  Since 1996,
Aviation Group has purchased five separate companies. Management believed that
acquisitions would enable it to leverage its fixed costs of operations and
further expand the products and services that it could offer to its customers.
Aviation Group intended to use its common stock as the major source of its
capital to execute its acquisition strategy.

     While management was successful in identifying candidates that met its
acquisition criteria, the trading price of Aviation Group's shares and the level
of trading volume experienced in the public marketplace has created a
significantly negative environment for acquiring aviation businesses for
Aviation Group using its stock as consideration.  Aviation Group's management
has endeavored since 1998 to remedy this condition, while continuing to incur
high corporate overhead costs necessary to properly operate and maintain a
larger aviation service enterprise.

     In management's view, (a) Aviation Group's stock has traded below the value
of its existing underlying companies, (b) acquisitions of additional aviation
service companies at present share price levels would be dilutive to existing
shareholders, and (c) continuation of its historical corporate overhead strategy
would erode shareholder value.  Additionally, Aviation Group's operating
subsidiaries would continue to be hindered by the corporate overhead associated
with Aviation Group's original strategy of acquiring additional aviation
companies with a combination of cash and Aviation Group's common stock.
Accordingly, in August 1999, Aviation Group's board of directors approved a
management plan to engage investment advisors and pursue the additional strategy
of selling or merging all or part of Aviation Group's businesses.

                                      126
<PAGE>

     During the quarter ended December 31, 1999, Aviation Group sold its Tri-
Star Airline Services ground handling subsidiary operations.  On February 8,
2000, Aviation Group sold its Casper Air Service general aviation fixed base
operations.  Both businesses were sold to unrelated third parties, and together
generated a net gain on sale to Aviation Group of $600,000.

     In February 2000, Aviation Group entered into letters of intent and
publicly announced a proposed three-way business combination with travelbyus.com
and Global Leisure.  Global Leisure is a Seattle, Washington-based travel
business specializing in the sale of Hawaiian and other Pacific-region vacation
tour and other travel products to consumers.  travelbyus.com is an Internet-
based travel company.  The business combination contemplates the acquisition by
Aviation Group of these two companies with financing provided by travelbyus.com
and private investment capital raised by Doerge Capital Management, Aviation
Group's financial advisor for this transaction.  Additionally, Aviation Group
engaged the investment firm of CIBC World Markets Corp. to review the
transaction with travelbyus.com ltd. and express an opinion regarding the
fairness of the terms to Aviation Group shareholders.

Results of Operations

     The following discussions and tables set forth a summary of the major
categories, presented by division, of revenues, costs of goods sold and
operating expenses.  These historical results are not necessarily indicative of
results to be expected for any future period.

<TABLE>
<CAPTION>
                                             Year Ended June 30,         Nine Months Ended March 31,
                                            ---------------------       -----------------------------
                                               1998       1999                1999       2000
                                              ------     ------              ------     ------
Total Company                                 (Unaudited 000's)               (Unaudited 000's)
-------------                                 -----------------               -----------------
<S>                                         <C>         <C>                  <C>        <C>
Revenues                                      $11,043   $ 15,097             $11,941    $ 9,359
Cost of revenue                                (8,380)   (10,129)             (7,187)    (5,890)
Operating and other expenses                   (1,638)    (3,636)             (3,313)    (3,693)
                                              -------   --------             -------    -------
Operating division income                       1,005      1,332               1,441    $  (224)
                                              -------   --------             -------    -------

Corporate overhead                             (1,589)    (1,534)             (1,470)    (1,304)
Depreciation and amortization                    (469)      (674)               (541)      (505)
Non-recurring (costs/gains) incurred (1)         (644)      (509)               (314)      (221)
Acquisition activity costs incurred (2)          (100)      (262)                  -          -

Gain on sale of subsidiaries, net                   -          -                   -        600
Interest income                                     -          2                   2          3
Interest expense (3)                             (200)      (461)               (221)      (493)
                                              -------   --------             -------    -------

Pre-tax (loss) income                         $(1,997)  $ (2,106)            $(1,103)   $(2,144)
                                              =======   ========             =======    =======
------------------------------------------------------------------------------------------------
</TABLE>
(1)  Includes operating losses and costs incurred in departments eliminated by
     Aviation Group along with certain start-up costs associated with adding new
     product and service lines of business. See the following division summaries
     for more information.
(2)  Includes costs associated with Aviation Group's pursuit of acquisitions and
     related purchase-price financing, including $123,000 in non-cash expense
     during the June 30, 1999 fiscal year relating to the issuance of common
     stock warrants to third parties for investment/acquisition services.
(3)  Includes $149,000 in non-cash financing costs during the June 30, 1999
     fiscal year associated with Aviation Group's restructuring of certain debt
     payments and stock price guarantees described in Note H to Aviation Group's
     final statements.

     Aircraft Paint Services and Products Divisions

     Revenues consist primarily of gross revenues from stripping and painting
and other aircraft coating services to major passenger and freight airlines and
corporate aircraft and aviation related companies.  During fiscal 1999, Aviation
Group executed a hangar-facility operating lease and incurred start up costs
leading to the opening of a new paint facility in Greenville, Mississippi.
Start-up costs for this facility for the nine months ended March 31, 2000 were
$131,000.  This location commenced operations during the quarter ended March 31,
2000.

                                      127
<PAGE>

     Aviation Group's paint operations and related revenue and income can vary
significantly from quarter to quarter based upon seasonality and scheduling
factors of its major customers.  During fiscal 1999, Aviation Group experienced
significant revenue and income in the first and second fiscal quarters, and its
third and fourth quarters were relatively flat. During this current fiscal 2000
year, Aviation Group experienced its slow season during the first and second
quarter, and all of its facilities are scheduled to return to historical
utilization levels during the fourth fiscal quarter.

     Aviation Group's Aero Design battery manufacturing subsidiary is
positioning for significant growth.  During the fiscal 1999 year, Aero Design
applied for and won approval from the FAA for numerous additional manufacturing
licenses relating to its line of commercial and general aviation replacement
batteries.  These licenses will allow Aero Design to focus its activities in
fiscal 2000 on growth in sales and operating profits.  General Electrodynamics
Corporation (acquired in August 1998) comprises the remaining operating
activities of the aircraft products division.

     Costs of revenues consist largely of direct and indirect labor, direct
material and supplies, insurance and other indirect costs applicable to the
completion of each contract or order.  Operating expenses consist of all general
and administrative and operating costs not included in costs of sales, including
but not limited to facilities rent, indirect labor and other overhaul costs.

     During the year ended June 30, 1999, the paint division performed services
for three customers whose sales represented 75% of total revenues of this
division. For the year ended June 30, 1998, the paint division performed
services for one customer whose sales represented 68% of total revenues for this
division.

<TABLE>
<CAPTION>
                                                                                           Nine months ended
                                                    Year Ended June 30,                        March 31,
                                                 --------------------------                    ---------
Aircraft Paint Services and Aircraft Products          1998          1999               1999              2000
-----------------------------------------------        ----          ----               ----              ----
Divisions                                                 (000's)                          (Unaudited 000's)
---------                                                 -------                           ----------------
<S>                                              <C>           <C>                   <C>             <C>
Revenues                                             $11,043      $ 15,097            $11,941         $   9,359
Cost of revenue                                       (8,380)      (10,129)            (7,187)           (5,890)
Operating and other expenses                          (1,362)       (3,372)            (3,313)           (3,693)
                                                     -------      --------            -------         ---------
Recurring division income (loss)                     $ 1,301      $  1,596              1,441              (224)
                                                     -------      --------            -------         ---------
Depreciation and goodwill amortization                  (462)         (652)              (525)             (483)
Facility start-up and restructuring costs(1)            (296)         (264)                 -                 -
Interest income                                            -             -                  -                 3
Interest expense                                         (37)         (166)              (113)             (242)
                                                     -------      --------            -------         ---------

Pre-tax (loss) income                                $   506      $    514            $   803         $    (946)
                                                     =======      ========            =======         =========
</TABLE>
________________________________________
(1)  Includes $223,000 in start-up costs relating to the opening of the
     Greenville, Mississippi facility and $41,000 in costs relating to the
     transfer of remaining Dallas paint operations to New Iberia, Louisiana
     during the year ended June 30, 1999. Includes $207,000 relating to the
     Dallas paint operations and related transfer to Louisiana, and $89,000 in
     Portland, Oregon start-up costs relating to the multi-year Federal Express
     contract incurred during the year ended June 30, 1998.

Former Ground Handling & Service Division

          Aviation Group's ground handling and service division derived revenue
primarily by providing commercial airlines with a variety of support services
including aircraft interior cleaning, exterior washes, lavatory and water
services and ramp services and baggage handling.  On December 31, 1999, Aviation
Group sold this operation to a non-affiliated third party.  Aviation Group
received $1,500,000 cash for the operating assets, and retained cash,
receivables, and other working capital with a net realizable value of
approximately $200,000.  Following is a financial summary of ground handling and
service operations.  For the 12-month periods ended June 30, 1999 and 1998,
these results are included in the operating results with those of Aviation
Group's other operating divisions.  For the nine month periods ended March 31,
2000 and 1999, they are included on a net basis, along with the Casper Air
Service fixed base operations, in Aviation Group's financial statements as
Income from Discontinued Operations.

                                      128
<PAGE>

<TABLE>
<CAPTION>
                                                                            Nine months ended
Ground Handling & Services                  Year Ended June 30,                  March 31,
--------------------------                -----------------------                ---------
                                          1998               1999           1999          2000
                                          ----               ----           ----          ----
                                                 (000's)                    (Unaudited 000's)
                                                 -------                    -----------------
<S>                                    <C>             <C>                <C>       <C>
Revenues                                $ 1,462         $ 1,553            $1,124    $     766
Cost of revenue                          (1,050)           (811)             (590)        (522)
Operating and other expenses               (328)           (455)             (389)        (147)
                                        -------         --------           ------    ---------
Recurring division income               $    84         $   287               145           97
                                        -------         --------           ------    ---------
Depreciation and amortization               (49)           (110)              (84)         (27)
Non-recurring facility shutdown costs       (73)            (41)                -            -
Interest income                               -               -                 -            -
Interest expense                             (8)            (14)              (18)         (16)
                                        -------         -------            ------    ---------

Pre-tax (loss) income                   $   (46)        $   122            $   43    $      54
                                        =======         =======            ======    =========
</TABLE>

     Former Fixed-Base Operations

     In August 1997, Aviation Group acquired Casper Air Service, Inc., which
operated a fixed-base operation in Casper, Wyoming. This operation, located at
Natrona County International Airport in Casper, Wyoming, provided fuel and light
maintenance services to general aviation, corporate and light freight aircraft
customers.  On February 8, 2000, the operating assets of this division were sold
to an unrelated private third party.  Aviation Group received $200,000 in cash
for the operating assets of this division, plus the buyer assumed $600,000 in
related accounts payable.  Aviation Group retained its ownership in Casper's
accounts receivable, inventories, and certain aircraft which will be sold during
fiscal 2000.  Following is a financial summary of Casper's operations for the
12-month periods ended June 30, 1999 and 1998. These results are included in the
operating results with those of Aviation Group's other operating divisions.  For
the nine month periods ended March 31, 2000 and 1999, they are included on a net
basis, along with the ground handling and service operations, in Aviation
Group's financial statements as Income from Discontinued Operations.

<TABLE>
<CAPTION>
                                                                               Nine months ended
                                            Year Ended June 30,                     March 31,
                                          -----------------------                   ---------
                                          1998               1999              1999          2000
                                          ----               ----              ----          ----
                                                 (000's)                       (Unaudited 000's)
                                                 -------                       -----------------
<S>                                    <C>             <C>                <C>            <C>
Fixed-Base Operations Division
------------------------------
Revenues                                $ 5,739          $ 5,903           $ 4,548        $   1,689
Cost of revenue                          (5,188)          (5,464)           (3,576)          (1,551)
Operating and other expenses               (881)            (446)           (1,184)            (318)
                                        -------          -------           -------        ---------
Recurring division income (loss)           (330)              (7)             (212)            (180)
                                                                           -------        ---------
Depreciation and amortization              (175)            (194)              (87)             (66)
Loss from eliminated departments            (33)            (325)                -                -
Interest income                              47                9                 1                1
Interest expense                           (107)            (114)              (59)             (30)
                                        -------          -------           -------        ---------
Operating loss                          $  (598)         $  (631)          $  (357)       $    (275)
                                        =======          =======           =======        =========
</TABLE>

Corporate Overhead

     Operating expenses consist of all general and administrative and operating
costs to provide management to Aviation Group's divisions, to support expected
growth, and to seek acquisition targets not directly attributable to the
divisions' operations. These charges include legal, accounting, travel and other
related overhead.  Aviation Group incurred $262,000 during the fiscal year
ending June 30, 1999 and $100,000 during the fiscal year ending June 30, 1998 in
non-amortizable acquisition related costs.  For the nine months ended March 31,
2000 and 1999, such amounts were

                                      129
<PAGE>

$139,000 and $140,000. Direct costs associated with Aviation Group's status as a
public company, along with increases in travel and corporate marketing and
operations accounted for the rise is overhead in the 1999 fiscal year.

<TABLE>
<CAPTION>

                                                                        Nine months ended
                                             Year Ended June 30,            March 31,
                                            ---------------------          -----------
                                            1998             1999       1999          2000
                                           ------           ------     ------        ------
Corporate Overhead                            (Unaudited 000's)           (Unaudited 000's)
------------------                            -----------------           -----------------
<S>                                       <C>              <C>        <C>            <C>
Operating and other expenses              $(1,589)         $(1,534)   $(1,330)       $  (1,165)
Depreciation and amortization                  (7)             (22)       (16)             (21)
Acquisition activity costs (1)               (100)            (262)      (140)            (139)
Interest income                                 -                2          2                -
Interest expense (2)                         (163)            (295)      (108)            (251)
                                          -------          -------    -------        ---------
Total corporate expenses
                                          $(1,859)         $(2,111)   $(1,592)       $  (1,576)
                                          =======          =======    =======        =========
</TABLE>

______________________________________
(1)  Includes costs associated with Aviation Group's pursuit of acquisitions and
     purchase-price financing related thereto, including $123,000 in non-cash
     expense during the June 30, 1999 fiscal year relating to the issuance of
     common stock warrants to third parties for investment/acquisition services.
(2)  Includes $149,000 in non-cash financing costs during the June 30, 1999
     fiscal year associated with Aviation Group's restructuring of certain debt
     payments and stock price guarantees as described in Footnote H to its
     financial statements.  Also includes $130,000 in non-cash interest expense
     for the six-months ended December 31, 1998 relating to the issuance of
     common stock warrants associated with Aviation Group's $600,000 short term
     notes.  These notes were repaid in January 2000.

Seasonality and Variability of Results

     Aviation Group's aircraft and paint division experiences significantly
seasonality and quarter-to-quarter variability in its stripping and painting
operations.  Scheduling of Aviation Group's paint customer fleet deliveries can
significantly affect quarter-to-quarter results as well.  During fiscal 1999,
Aviation Group experienced significant revenue and income in the first and
second fiscal quarters, and its third and fourth quarters were relatively flat.
During this current fiscal 2000 year, Aviation Group experienced its slow season
during the first and second quarter, and its facilities are scheduled to return
to historical utilization levels during the fourth fiscal quarter.  Significant
changes in such scheduled operations could have a material adverse effect on
Company operations.  With the sale of its ground handling and fixed base
operations, a significant percentage of Aviation Group's current revenue is
generated by its aircraft paint operations. Management, therefore, is required
to plan cash flow accordingly.

Fiscal Year Ended June 30, 1999 Compared to the Fiscal Year Ended June 30, 1998

     Aviation Group's net revenue from continuing operations increased by
$4,054,000 or 37%, for the year ended June 30, 1999 compared to the year ended
June 30, 1998.  These increases were from our acquisition of Aero Design and
General Electrodynamics Corporation, and increases in paint operations at our
Portland location.

     Aviation Group's cost of revenues increased by $1,749,000 to $10,129,000
for the year ended June 30, 1999 from $8,380,000 for the year ended June 30,
1998.  This increase in cost of revenues resulted primarily from the
acquisitions of Aero Design and General Electrodynamics Corporation. Cost of
revenues decreased as a percentage, relative to net revenue, to 67%, for the
fiscal year ended June 30, 1999 from 75% for the year ended June 30, 1998. This
improvement is the result of improvements in paint operations and increases in
battery sales, which generate higher margins.

     Aviation Group's continuing operating expenses increased by $2,115,000 to
$5,482,000 for the year ended June 30, 1999 from $3,367,000 for the year ended
June 30, 1998. This increase in operating expenses resulted primarily from the
acquisitions of Aero Design and General Electrodynamics Corporation, and
internal growth in our paint

                                      130
<PAGE>

operations. Corporate overhead also included $123,000 in expense related to the
value of Aviation Group's common stock warrants issued to certain financial and
investment advisors relating to acquisition activities.

     Goodwill amortization and depreciation increased by $205,000 to $674,000
for the year ended June 30, 1999. This increase related to Aviation Group's
acquisition of Aero Design and General Electrodynamics Corporation.  Interest
expense was up $261,000 during the 1999 fiscal year to $461,000 for the year
ended June 30, 1999, versus $200,000 for the year ended June 30, 1998.  This
increase resulted primarily from interest expense in our General Electrodynamics
Corporation subsidiary acquired in August 1998, and $133,000 in finance charges
relating to our restructuring of certain stock price guarantees in August 1998
as described further in Note H to Aviation Group's financial statements.

Fiscal Year Ended June 30, 1998 Compared to Fiscal Year Ended June 30, 1997

     Aviation Group's net revenue from continuing operations increased by
$2,947,000, or 36%, for the year ended June 30, 1998 compared to the year ended
June 30, 1997.  This increase in revenue resulted primarily from growth in
Aviation Group's aircraft painting services revenues from the opening of the
paint operations in its Portland location.

     Aviation Group's cost of revenues increased by $2,132,000 to $8,380,000 for
the year ended June 30, 1998 from $6,248,000 for the year ended June 30, 1997.
This increase in cost of revenues resulted primarily from the opening of the
Portland paint facility expansion.  Cost of revenues was relatively flat as a
percentage, relative to net revenue, to 76%, for the fiscal year ended June 30,
1998 from 77% for the year ended June 30, 1997.

     Aviation Group's continuing operating expenses increased by $1,697,000 to
$3,367,000 for the year ended June 30, 1998 from $1,670,000 for the year ended
June 30, 1997.  This increase in operating expenses resulted primarily from
increases in operating expenses at Aviation Group's Portland paint facility of
$307,000 and increases in corporate overhead of $1,042,000 associated with
Aviation Group's implementation of its acquisition activities.

Nine Months Ended March 31, 2000 Compared to the Nine Months Ended March 31,
1999

     Aviation Group's net revenue decreased by $2,582,000, or 28%, for the nine
months ended March 31, 2000 compared to the nine months ended March 31, 1999.
The decrease was primarily due to seasonal variations in paint revenues of
$2,157,000.  The cost of revenue for the nine months ended March 31, 2000
decreased by $1,297,000 to $5,890,000 compared to the nine months ended March
31, 1999.  Cost of revenue as a percentage of revenue increased by 5%, from 60%
in 1999, to 65% in 2000.  Marginal cost of revenues is higher at reduced paint
activity levels, and this accounted for most of the cost percentage increase.
Gross margins should improve as expected as paint revenues increase during the
remainder of the fiscal 2000 year.

     Operating costs and overhead associated with Aviation Group's new paint
facility in Greenville, Mississippi contributed to the increase in general and
administrative expenses for the nine months ended March 31, 2000.  Reductions in
corporate overhead continue to be pursued by management.  Aviation Group's
interest expense increased by $272,000, to $493,000 for the nine months ended
March 31, 2000.  This increase is due to increased balances and rates in working
capital borrowing lines and the non-cash interest expense of $140,000 associated
with common stock warrants issued to lenders relating to Aviation Group's
$600,000 short term note issuance in June 1999.  These notes were repaid in
December 1999.

     During the nine months ended March 31, 2000, Aviation Group recognized a
loss from discontinued operations of $221,000, versus a loss from these
divisions of $314,000 for the same period ended March 31, 1999.  This reduction
was associated with the lower operating levels of fixed base operations in
anticipation of its eventual sale.  Aviation Group sold its ground handling
operations and certain fixed based departments during the nine months ended
March 31, 2000, and on February 8, 2000 sold its fixed base operations,
recognizing a net gain on sale of $600,000.

Financial Condition and Liquidity

     Aviation Group has incurred significant losses, due principally to
corporate overhead associated with our acquisition strategy.  Management
continues its efforts to control overhead costs.  Aviation Group is also
pursuing reductions in non-essential division operating expenses, along with
elimination of marginal products and services that do not provide future growth
or near-term profits.

                                      131
<PAGE>

     During the nine months ended March 31, 2000, Aviation Group sold its Tri-
Star Airline Services ground handling subsidiary operations.  On February 8,
2000, Aviation Group sold its Casper Air Service general aviation fixed base
operations.  Both businesses were sold to unrelated third parties, and together
generated a gain on sale of $600,000. Identified cost-saving activities,
combined with the sale of our ground handling and fixed base assets, should
generate significant cash resources during the next six months.

     In connection with Aviation Group's acquisition of Global Leisure, through
March 31, 2000, Aviation Group raised a total of $20.4 million in capital.
These funds were used primarily to finance Global Leisure, with Aviation Group
retaining approximately $500,000 in funds for operating and transaction cost
funding purposes.  These funds will supplement Aviation Group's existing
revolving credit facilities to fund its business.  While these funds combined
with current operating levels should allow Aviation Group to meet its working
capital requirements during the 2000 fiscal year, significant interruptions in
currently scheduled operations would adversely affect its financial condition
and require additional capital from asset sales, borrowings, or equity
financings in order to allow Aviation Group to meet its obligations.  Aviation
Group cannot assure you that these sales or financings will be available or
available on terms deemed advantageous to it if these events occur.

Principal Shareholders of Aviation Group

     The following table sets forth certain information, as of May 31, 2000,
with respect to the beneficial ownership of shares of Aviation Group's common
stock (i) by any person or "group," as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, known to us to own beneficially
more than 5% of the outstanding shares of common stock, (ii) by each director of
Aviation Group and each executive officer of Aviation Group named in the Summary
Compensation Table and (iii) by all directors and executive officers of Aviation
Group as a group.  Except as otherwise indicated, Aviation Group believes that
each person named below possesses sole voting and investment power over his
shares of common stock.

<TABLE>
<CAPTION>
             NAME AND ADDRESS                    NUMBER OF SHARES
            OF BENEFICIAL OWNER              BENEFICIALLY OWNED/(1)/  PERCENT OF TOTAL/(2)/
            -------------------              ------------------       ----------------
<S>                                          <C>                       <C>
Lee Sanders                                    1,506,666 /(3)/               28.4%
700 North Pearl Street
Suite 2170
Dallas, Texas  75201

Richard Morgan                                   411,500 /(4)/                8.0%
700 North Pearl Street
Suite 2170
Dallas, Texas  75201

Hank Clements                                     52,950 /(5)/                1.1%
Charles E. Weed                                  145,283 /(6)/                3.0%
Gordon Whitener                                   65,000 /(7)/                1.3%
William Kerby /(8)/                                          -                  -
John Fenyes /(8)/                                            -                  -

All executive officers and directors as a            2,235,649               38.2%
 group (9 persons) /(9)/
</TABLE>

_______________________________
(1)  This information has been furnished by Aviation Group's transfer agent and
     the respective officers and directors.  A person is deemed to be the
     beneficial owner of securities that can be acquired within 60 days from the
     date set forth above through the exercise of any option, warrant or
     convertible or exchangeable note.
(2)  In calculating percentage ownership, all shares of common stock that the
     named shareholder has the right to acquire upon exercise of any option,
     warrant or convertible or exchangeable note are deemed to be outstanding
     for the purpose of computing the percentage of common stock owned by the
     shareholder, but are not deemed outstanding for the purpose of computing
     the percentage of common stock owned by any other shareholders.
     Percentages of shares beneficially owned are based upon 4,790,801 shares.
(3)  Represents (i) 990,000 shares owned of record by The Sanders Companies,
     Inc., a corporation wholly owned by Mr. Sanders, (ii) warrants to purchase
     200,000 shares at $1.6875 per share expiring 2003, (iii) options to
     purchase 50,000 shares at $1.8563 per share expiring 2004, of which 40% had
     vested and were exercisable, (iv) warrants to purchase 250,000 shares at
     $1.50 per share expiring 2005 subject to completion of the arrangement with
     travelbyus.com and shareholder approval, and (v) warrants to purchase
     46,666 shares at $1 per share expiring 2005 issued in connection with the
     funding of loans to Aviation Group by Mr. Sanders.

                                      132
<PAGE>

(4)  Includes (i) warrants to purchase 15,000 shares at $1.6875 per share
     expiring 2004, (ii) warrants to purchase 250,000 shares at $1.50 per share
     expiring 2005 subject to completion of the arrangement and approval of
     shareholders, and (iii) warrants to purchase 75,000 shares at $1 per share
     expiring 2005 issued in connection with funding of loans to Aviation Group
     by Mr. Morgan.
(5)  Includes (i) 2,500 shares purchasable at $1.6875 per share under warrants
     expiring in 2002, and (ii) 50,000 shares purchasable at $1.50 per share
     under warrants expiring 2005 subject to completion of the arrangement and
     approval of shareholders.
(6)  Includes (i) 15,000 shares purchasable at $1.6875 per share under warrants
     expiring in 2004, (ii) 5,000 shares purchasable at $1.6875 per share under
     warrants expiring in 2003, and (iii) 50,000 shares purchasable at $1.50 per
     share under warrants expiring 2005 subject to completion of the arrangement
     and approval of shareholders.
(7)  Represents (i) 15,000 shares purchasable at $1.6875 per share under
     warrants expiring in 2003 and 2004, and (ii) 50,000 shares purchasable at
     $1.50 per share under warrants expiring 2005 subject to completion of the
     arrangement and approval of shareholders.
(8)  Messrs. Kerby and Fenyes are executive officers and directors of
     travelbyus.com, which owns 500 shares of Aviation Group's Series B
     preferred stock.  These shares represent 23% of the outstanding shares of
     Series B preferred.
(9)  Includes (i) 6,000 shares purchasable at $1.6875 under options held by John
     Arcari and (ii) 4,000 shares purchasable at $1.6875 under options held by
     Paul Lubomirski.

Directors and Executive Officers

     The board of directors is classified into three classes of directors
pursuant to which the directors serve for staggered three-year terms.  The terms
of office of Messrs. Morgan, Weed and Clements as directors expire at the annual
meeting of shareholders to be held in 2000.  The terms of office of Mr. Fenyes
and Mr. Whitener expires at the annual meeting of shareholders in 2001.  The
terms of office of Mr. Sanders and Mr. Kerby expires at the annual meeting of
shareholders in 2002.

     The names, ages, positions and municipalities of residence of the executive
officers and directors of Aviation Group are as follows:

<TABLE>
<CAPTION>
          Name             Age                 Position                          Residence
-------------------------  ---  --------------------------------------  ---------------------------
<S>                        <C>  <C>                                     <C>
Lee Sanders /(1)/           40  Chairman and Director                   Red Oak, Texas
William Kerby               42  President, Chief Executive Officer      White Oak, British Columbia
                                and
                                Director
Richard L. Morgan /(1)/     42  Executive Vice President, Chief         Dallas, Texas
                                Financial Officer and Director
Paul Lubomirski             46  President of Aviation Exteriors         New Iberia, Louisiana
                                Louisiana, Inc., a subsidiary of
                                Aviation Group
John Arcari                 59  Vice President - Marketing and          Plano, Texas
                                Development
Charles E. Weed /(2)/       68  Director                                Shreveport, Louisiana
Gordon Whitener /(3)/       37  Director                                Cartersville, Georgia
Hank Clements /(2)(3)/      42  Director                                Dallas, Texas
John Fenyes                 52  Director                                Sparks, Nevada
</TABLE>

------------------------------------
(1)  Member of Executive Committee
(2)  Member of Audit Committee
(3)  Member of Compensation Committee

      Business Histories

     The following sets forth certain background information regarding executive
officers and directors of Aviation Group, including their principal occupations:

     Lee Sanders was appointed Chairman of the Board of Aviation Group in March
2000, and he previously served as Chief Executive Officer of Aviation Group and
its predecessors for more than five years.  Mr. Sanders is also a founder and
principal owner of Aviation Group.  As a result of his service for Aviation
Group and its predecessors, Mr. Sanders has experience in acquiring and managing
businesses.  He also has a marketing background resulting from his experiences
in starting and operating private businesses.  Mr. Sanders is a graduate of the
University of Tennessee, with a Bachelor of Science in Business Administration.

                                      133
<PAGE>

     William Kerby was appointed President, Chief Executive Officer and a
director of Aviation Group in March 2000.  Mr. Kerby has been Vice Chairman and
Chief Executive Officer of travelbyus.com since April 1999.  Prior to joining
travelbyus.com, Mr. Kerby was the founder, President and Chief Executive Officer
of Leisure Canada Inc., a publicly traded company in the travel industry.
During his tenure with Leisure Canada Inc., Mr. Kerby engineered the development
of that company's travel division assets.  These assets included TravelPlus
(formerly Goliger's Travel and Travel Trade International) with over 200
agencies across Canada, Altracs Publishing & Multimedia, producing Leisure
Canada Magazine and Canadian Traveller, Bluebird Holidays/Tour Division in Great
Britain and South Africa, Skyhigh Holidays and Cook Island Holidays in Canada.

     Richard L. Morgan was appointed as a director of Aviation Group on February
26, 1997, and as Aviation Group's Chief Financial Officer and Executive Vice
President in April 1998.  He served as a consultant to Aviation Group prior to
April 1998.  Mr. Morgan was formerly Chief Financial Officer of Search Capital
Group, Inc. from August 1985 through December 1994, when he voluntarily
resigned.  After Mr. Morgan's departure, eight Search subsidiaries conducting
business in the sub-prime, used-automobile finance business filed for protection
under Chapter 11 of the Federal Bankruptcy Code in August 1995.  Mr. Morgan
holds a graduate degree in business from Vanderbilt University.

     Paul Lubomirski was appointed as President of Aviation Exteriors Louisiana,
Inc., one of the parent subsidiaries of Aviation Group, in March 1996 and has
over 20 years of experience with industrial and marine paint applications and
has extensive knowledge of paint systems and electrostatic application
equipment.  He has primary responsibility for Aviation Group's facilities and
training programs applicable to the strip and paint operations.  Mr. Lubomirski
attended the University of Hawaii where he majored in mechanical engineering.

     John Arcari was appointed as a Vice President of Aviation Group in April
1997.  From 1958 to 1987, he served in numerous line and management positions
with Pan American World Airways.  From 1987 to 1990, he was vice president of
maintenance and engineering for Tower Air, a New York-based airline.  From 1990
to 1993, he was president of Page Avjet, an aircraft heavy maintenance and
overhaul outsourcing company.  From 1994 until his employment with Aviation
Group, he was an independent consultant to aviation maintenance and service
outsourcing companies.

     Charles E. Weed was elected a director of Aviation Group in December 1996
and served as the President of Sunbelt Business Capital Incorporated from August
1992 to February 1996.  Mr. Weed is engaged in the business of making private
investments individually.

     Gordon Whitener was elected a director of Aviation Group in December 1996.
He is a private businessman and was formerly President and Chief Executive
Officer of Interface Americas of LaGrange, Georgia, a subsidiary of Interface
Inc. and one of America's largest manufacturers of commercial carpet.  He was
additionally a member of Interface Inc.'s board of directors.  From 1992 to
1994, Mr. Whitener held various senior marketing and sales positions in the
commercial carpet manufacturing industry with companies including Interface and
Collins & Aikman.  Mr. Whitener is a graduate of the University of Tennessee.

     Hank Clements was appointed a director of Aviation Group on August 19,
1999.  Mr. Clements is a resident of Dallas, Texas and since 1989 has been
President of The Clements Group, Inc., a Texas-based government relations and
political consulting firm.  Mr. Clements was appointed to a Texas state
regulatory board in 1987 by Governor Bill Clements (no relation) and then
elected chairman of the board by his colleagues in 1991, serving in that role
until his term ended in 1994.  Mr. Clements has represented several fortune 100
corporations on legislative issues in both Austin and Washington, D.C.  Mr.
Clements advises numerous elected officials, corporations and associations on
political and legislative strategies.   Mr. Clements is a graduate of Texas Tech
University.

     John Fenyes was appointed as a director of Aviation Group in May 2000.  Mr.
Fenyes has been Executive Vice President and Chief Operating Officer of
travelbyus.com and its subsidiary, Express Vacations, since October 1999.  Mr.
Fenyes has been involved in the travel industry for over 25 years, holding key
positions, including Vice President, Product Development with American Airlines
FlyAAway Vacations.  During his tenure with American Airways FlyAAway Vacations,
Mr. Fenyes developed one of the first in-house vacation package programs.  Most
recently, Mr. Fenyes was Director of Marketing Programs for ITT, Sheraton and
General Manager of "Vacations by Sheraton", now part of the Starwood Group.

                                      134
<PAGE>

     No family relationships exist among the directors or executive officers of
Aviation Group.  Except as indicated above, none of the directors serve as
members of the board of directors of another company which is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended.

     Board Committees

     The Compensation Committee consists solely of Messrs. Whitener and
Clements.  The Compensation Committee recommends compensation for officers other
than the President, administers incentive compensation and benefit plans,
including Aviation Group's 1997 stock option plan, and recommends policies
relating to such plans.

     The Audit Committee currently consists of Messrs. Weed and Clements.  The
Audit Committee meets periodically with management and Aviation Group's
independent auditors and reviews the results and scope of audits and other
services provided by Aviation Group's independent auditors, Aviation Group's
accounting procedures, and the adequacy of Aviation Group's internal controls.

     In August 1998, the board of directors established an Executive Committee.
Messrs. Sanders and Morgan presently constitute the Executive Committee and are
empowered to exercise the powers of the board of directors in the management of
the business and affairs of Aviation Group, except when the board of directors
is in session and except for certain powers which may be exercised only by the
board of directors.

     Director Compensation

     Directors are reimbursed for certain expenses in connection with attendance
at board of directors and committee meetings.  Non-employee directors have also
been granted warrants for their services as directors.  As a result of these
grants, Mr. Whitener owns warrants to purchase 15,000 shares of common stock.
Mr. Clements owns warrants to purchase 2,500 shares of common stock and Mr. Weed
owns warrants to purchase 20,000 shares of common stock, each share exercisable
at $1.6875 per share, which expire in 2003 and 2004.  In February 2000, each of
the non-employee directors was granted warrants to purchase 50,000 shares of
common stock at $1.50 per share, which was the trading price of the common stock
at that time.  These warrants may not be exercised unless they are approved by
the shareholders and the arrangement is completed.

Executive Compensation

     The following table sets forth information, for the fiscal years ended June
30, 1999, 1998, and 1997, regarding the compensation of Aviation Group's
Chairman and former Chief Executive Officer and one other executive officer who
received compensation of more than $100,000 for the fiscal year ended June 30,
1999.  No other executive officers had compensation exceeding $100,000 for the
fiscal year ended June 30, 1999.

<TABLE>
<CAPTION>
                                 Summary Compensation Table

                                                     ANNUAL COMPENSATION           LONG TERM COMPENSATION
                                                     -------------------           ----------------------
                                     FISCAL                         OTHER ANNUAL        SECURITIES
   NAME AND PRINCIPAL POSITION       YEAR    SALARY      BONUS      COMPENSATION    UNDERLYING OPTIONS
   ---------------------------       ----    ------      -----      ------------    ------------------
<S>                                  <C>    <C>       <C>           <C>             <C>
Lee Sanders, President and Chief      1999  $144,000       -        $ 13,000 /(1)/            -
 Executive Officer /(6)/              1998   144,000  $75,000/(5)/    13,000 /(1)/       250,000 /(2)/
                                      1997   144,000       -           9,000 /(1)/            -

Richard L. Morgan                     1999   120,000       -          12,000 /(1)/            -
Executive Vice President and          1998    30,000       -         117,000 /(3)/       115,000 /(4)/
Chief Financial Officer
</TABLE>
____________________
(1) Represents aggregate annual lease payments and insurance costs for an
    automobile.
(2) Represents (i) options to purchase 50,000 shares of common stock exercisable
    at $1.875 per share expiring in 2004, and (ii) warrants to purchase 200,000
    shares of common stock at $1.6875 per share expiring in 2003.
(3) Represents consulting fees earned prior to appointment as an executive
    officer of Aviation Group.
(4) Represents (i) warrants to purchase 100,000 shares of common stock at
    $1.6875 per share expiring in 2003 and (ii) warrants to purchase 15,000
    shares of common stock at $1.6875 expiring in 2004.
(5) Paid in connection with Aviation Group's initial public offering.
(6) Mr. Sanders resigned as President and Chief Executive Officer in March
    2000.

                                      135
<PAGE>

    Stock Options and Warrants

    During the fiscal year ended June 30, 1999, the board of directors granted
no options or warrants to the executive officers named in the summary
compensation table.  None of the options or warrants that have been granted to
Mr. Sanders or Mr. Morgan were exercised during the fiscal year ended June 30,
1998.  Following the end of the fiscal year, in August 1999, the board of
directors determined to amend the outstanding options and warrants for Aviation
Group's employees and directors, including Mr. Sanders or Mr. Morgan, by
reducing the exercise price to $1.6875 per share, which was the then current
market price for the common stock.  In August 1999, the board of directors also
extended the expiration date of warrants to purchase 80,000 shares previously
issued to Mr. Morgan from March 31, 1999 to March 31, 2003.

<TABLE>
<CAPTION>
                               Fiscal year End Option/Warrant Values

                                       Number of Securities                     Value of Unexercised
                                      Underlying Unexercised                        In-the-Money
                                         Options/Warrants                         Options/Warrants
                                         at June 30, 1999                         at June 30, 1999
                                    --------------------------               --------------------------
          Name                      Exercisable  Unexercisable               Exercisable  Unexercisable
------------------------            -----------  -------------               -----------  -------------
<S>                                 <C>          <C>                        <C>           <C>
Lee Sanders                             200,000              0               $         0              0
                                         20,000         30,000                         0              0
Richard Morgan                           15,000              0                         0              0
</TABLE>

    Employment and Consulting Agreements

    Aviation Group has an employment agreement with Paul Lubomirski and with
John Arcari. The employment agreements of Mr. Lubomirski and Mr. Arcari expire
in 2000. Mr. Lubomirski is paid an annual salary of $90,000 and Mr. Arcari is
paid an annual salary of $80,000. Each employment agreement contains a non-
competition agreement for a period of three years after any expiration or
termination of the agreement. Each employee is entitled to additional benefits,
including disability insurance, life insurance, and health and dental insurance.
Mr. Arcari is eligible for additional bonuses as may be determined by the board
of directors. Mr. Lubomirski's employment agreement specifies a formula for
bonus payments that varies between 10% and 70% of his annual salary if the net
profit for the Aviation Group's painting subsidiary Aviation Exterior Louisiana,
Inc. for any fiscal year exceeds certain amounts during the term of his
agreement.

    Aviation Group entered into an employment agreement with Lee Sanders in
March 1996. In April and August 1997 and August 1998, the employment agreement
was amended. Under the amended employment agreement, Mr. Sanders earns an annual
salary of $144,000 with increases at the end of each calendar year based on the
Consumer Price Index. Mr. Sanders is eligible for a bonus to be determined in
the sole discretion of the board of directors based on merit, Aviation Group's
financial performance and other relevant criteria. The employment agreement
expires on August 13, 2003 but automatically extends for an additional year on
August 13 of each year unless either party affirmatively elects not to extend
the term. The employment agreement contains a non-competition agreement for
three years after any expiration or termination of the agreement. Mr. Sanders is
entitled to additional benefits, including disability insurance, life insurance,
and health and dental insurance. If Aviation Group terminates Mr. Sanders'
employment at any time or if Mr. Sanders terminates his employment within one
year after a change in ownership or control of Aviation Group, Aviation Group is
required to pay him severance pay equal to the unpaid salary for the remainder
of the term of the agreement plus the total salary and bonus compensation paid
to him during the year period preceding the termination. A change in ownership
or control of Aviation Group includes appointment of any person other than Mr.
Sanders as Chairman or Chief Executive Officer or the removal of him from either
of these positions, any change in a majority of the board members not approved
by him, any transfer or issuance of shares representing more than 25% of the
beneficial ownership of Aviation Group if not approved in advance by Mr.
Sanders, any material change in his authority or duties and any breach by
Aviation Group of the employment agreement not remedied within ten days after
notice from him. The election of William Kerby as Chief Executive Officer
resulted in a change in control for purposes of Mr. Sanders' employment
agreement.

                                      136
<PAGE>

      Effective February 23, 2000, Aviation Group and Lee Sanders amended his
employment agreement to provide for a minimum bonus of $300,000 payable on the
earlier of (a) January 2, 2001, (b) the sale of the existing operating
subsidiaries of Aviation Group or their assets, on terms acceptable to Aviation
Group's board of directors, or (c) the termination by Aviation Group of his
employment for any reason. Completion of the arrangement with travelbyus.com
will not trigger the requirement to pay this bonus.

      Effective February 23, 2000, Aviation Group and Richard Morgan entered
into a one-year employment agreement providing for an annual salary of $125,000
and a minimum bonus of $150,000 payable on the earlier of (a) January 2, 2001,
(b) the sale of the existing operating subsidiaries of Aviation Group or their
assets, on terms acceptable to Aviation Group's board of directors, or (c) the
termination by Aviation Group of his employment for any reason. Completion of
the arrangement will not trigger the requirement to pay this bonus. Under the
employment agreement, Mr. Morgan promised not to compete with any business, and
not to solicit employees or customers, of Aviation Group or its subsidiaries for
one year following termination or expiration of his employment. In consideration
for entering into the employment agreement, Aviation Group's board of directors
granted to Mr. Morgan five-year warrants to purchase 250,000 shares of Aviation
Group common stock at an exercise price of $1.50 per share. Because of the
requirements of Nasdaq's rules, the exercisability of these warrants was
conditioned on the approval of Aviation Group's shareholders. Aviation Group's
board of directors believed that the employment agreement and warrants for Mr.
Morgan were advisable to assure that Aviation Group would continue to receive
the benefits of Mr. Morgan's services through and following the completion of
the transactions then being contemplated with travelbyus.com and Global Leisure.

     1997 Stock Option Plan

     Aviation Group's 1997 stock option plan was adopted by the board of
directors and the shareholders in February 1997. The purpose of the plan is to
provide increased incentives to key employees and directors to render services
and exert maximum effort to achieve long term business success. Pursuant to the
plan, Aviation Group may grant incentive and nonstatutory (nonqualified) stock
options to key employees and directors. A total of 150,000 shares of common
stock have been reserved for issuance under the plan.

     The board of directors or the Compensation Committee has the authority to
select the key employees and directors of Aviation Group to whom stock options
are granted (provided that incentive stock options only be granted to employees
of Aviation Group). Subject to the limitations set forth in the plan, the board
of directors or the Compensation Committee has the authority to designate the
number of shares to be covered by each option, determine whether an option is to
be an incentive stock option or a nonstatutory option, establish vesting
schedules, specify the type of consideration to be paid to Aviation Group upon
exercise and, subject to certain restrictions, specify other terms of the
options.

     The maximum term of options granted under the plan is ten years. The
aggregate fair market value of the stock with respect to which incentive stock
options are first exercisable in any calendar year may not exceed $100,000 per
incidence. Options granted under the plan are nontransferable and generally
expire within three months after the termination of an optionee's service to
Aviation Group. In general, if an optionee is disabled, dies or retires from his
or her service to Aviation Group, this option may be exercised up to three
months following the disability or death unless the board of directors or
Compensation Committee determine to allow a longer period for exercise.

     The exercise price of incentive stock options must not be less than the
fair market value of the common stock on the date of grant. The exercise price
of incentive stock options granted to any person who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all classes
of stock must be at least 10% higher than the fair market value of the stock on
the date of grant, and the term of those options cannot exceed five years.

                                      137
<PAGE>

As of May 31, 2000, Aviation Group had outstanding under the 1997 stock option
plan the following options:

<TABLE>
<CAPTION>
                               Shares of      Exercise                         Market Value of
                              Common Stock      Price                            Common Stock
            Name              Under Option  Per Share /(1)/  Date of Grant  on Date of Grant /(1)/  Expiration Date
            ----              ------------  ---------------  -------------  ----------------------  ---------------
<S>                           <C>           <C>              <C>            <C>                     <C>

Five executive officers           4,000        $1.6875         Apr. 29/98           $3.50              Apr. 28/04
  as a group                      6,000         1.6875         Apr. 29/98            3.50              Apr. 29/05
                                 50,000         1.8563         Apr. 29/98            3.50              Apr. 29/05

Employees who are not             4,000         1.6875         Apr. 29/98            3.50              Apr. 28/04
  executive officers or          21,000         1.6875         Apr. 29/98            3.50              Apr. 29/05
  directors as a group

Consultants or directors              0
  who are not executive
  officers as a group
</TABLE>

---------------------------------------------------
(1)  All options were repriced on August 18, 1999 to $1.6875, which was the
     market value of the common stock on that date, except the 50,000 options to
     Lee Sanders for which the repricing established the exercise price at
     $1.8563 per share.  The exercise prices before the repricing were $3.50 per
     share for all options except that the exercise price for the option of Mr.
     Sanders was $3.85.

Prior Sales

     The following table contains details of the prior sales of securities of
Aviation Group for the 12-month period prior to the date of this joint proxy
statement/prospectus:

<TABLE>
<CAPTION>
                                Number of         Number of Shares     Number of Shares
                                Shares of     of Series A Convertible    of Series B          Aggregate
Date of Issue                  Common Stock        Preferred Stock      Preferred Stock        Proceeds
-------------                  ------------        ---------------      ---------------        --------
<S>                           <C>                 <C>                  <C>                 <C>
May 12, 1999 /(1)/                126,427                                                   $   239,455
July 7, 1999 /(2)/                 40,000                                                        40,000
August 19, 1999 /(3)/              10,410                                                        46,845
September 29, 1999 /(4)/          155,250                                                       297,600
January 6, 2000 /(5)/              11,849                                                        53,320
January 20, 2000 /(6)/             58,500                                                        40,073
March 17, 2000 /(7)/                                                           450            4,500,000
April 19, 2000 /(8)/               78,864                                                       337,526
May 10, 2000 /(9)/                                       1,650                               16,500,000
May 10, 2000 /(8)/                                                              50              500,000
May 10, 2000 /(10)/               750,000                                                     2,000,000
May 10, 2000 /(11)/                                                          1,653           16,530,000
May 25, 2000 /(12)/               112,000                                                       200,000
</TABLE>

-----------------------------------------
(1)  Issued pursuant to conversion of notes at a reduced conversion price of
     $1.75 per share.
(2)  Issued as finders fee for a loan of $600,000 to Aviation Group.  See
     "Aviation Group - Certain Relationships and Related Transactions."
(3)  Issued pursuant to conversion of notes at conversion price of $4.50 per
     share.
(4)  Issued in lieu of payment of an obligation for royalties and a share price
     guaranty at $1.92 per share.
(5)  Issued pursuant to conversion of notes at conversion price of $4.50 per
     share.
(6)  Issued upon cashless exercise of warrants at exercise price of $0.685 per
     share.
(7)  Issued pursuant to purchase by travelbyus.com at $10,000 per share.  See
     "Aviation Group--Business-Acquisition of Global Leisure Travel, Inc."
(8)  Issued pursuant to conversion of notes, 67,289 shares at a conversion price
     of $4.50 per share and 11,575 shares at a conversion price of $3 per share.
(9)  Issued to the former owners of Global Leisure, along with Series A warrants
     to purchase 750,000 shares of Aviation Group common stock at an exercise
     price of $5 per share, in exchange for the transfer or cancellation of
     stock and indebtedness owned by them and their affiliates. See "Aviation
     Group--Business-Acquisition of Global Leisure Travel, Inc."
(10) Issued through private purchase at $2.667 per share.  See "Aviation Group-
     -Business-Acquisition of Global Leisure Travel, Inc."
(11) Issued through private purchase at $10,000 per unit, each unit consisting
     of one share of Series B preferred stock and 750 Series C warrants. See
     "Aviation Group-Business-Acquisition of Global Leisure Travel, Inc."
(12) Issued in payment of an obligation arising from the settlement of a
     lawsuit in June 1999.

                                      138
<PAGE>

Certain Relationships and Related Transactions

     Charles E. Weed, a director of Aviation Group, served as a consultant to
Aviation Group from March 1996 until February 2000.  During the fiscal years
ended June 30, 1998 and 1999, Aviation Group paid Mr. Weed $48,000 and $54,200
in consulting fees, respectively.  As of June 30, 1999, Mr. Weed held
convertible notes of Aviation Group totaling $62,064 in principal amount.  To
induce the conversion by holders of the 10% convertible notes of the payments
due on March 31, June 30 and September 30, 1999, Aviation Group agreed to reduce
the conversion price for these notes to $1.75 per share.  In May 1999, six
holders of the notes agreed to convert these payments totaling $221,000 for a
total of 126,427 shares of common stock, including the conversion by Mr. Weed of
$37,250 in principal amount of his notes, plus accrued interest, for 24,954
shares of common stock.

     In May 1997, Mr. Weed participated to the extent of $83,000 in a $283,000
loan to Aviation Group made by several shareholders of Aviation Group.  This
loan was repaid in late August 1997.  The loan restricted the prepayment of
principal.  The prepayment was permitted in exchange for the issuance of 3,000
shares of Aviation Group common stock, of which 1,000 shares were issued to Mr.
Weed for his loan participation interest.  In June 1999, two shareholders of
Aviation Group, who were not affiliated with Aviation Group, loaned Aviation
Group $600,000 pursuant to a secured note due December 31, 1999.  The
shareholders were granted warrants to purchase 200,000 shares of common stock at
$1 per share.  This loan was repaid in full in December 1999.  As compensation
for arranging this financing on behalf of Aviation Group, Mr. Weed received
40,000 shares of Aviation Group's common stock.

     During the fiscal 2000 year, Lee Sanders and Richard Morgan provided
Aviation Group with $80,000 and $225,000, respectively, in short-term unsecured
working capital loans.  These loans paid interest at the annual rate of 9%, and
the proceeds were used by Aviation Group to fund certain operating expenses and
debt repayments.  These loans have been repaid, and there is presently no
outstanding balance.  In consideration for these financings, Messrs. Sanders and
Morgan received warrants to purchase 26,666 and 75,000 shares, respectively, of
Aviation Group common stock at an exercise price of $1 per share.  The interest
and warrant terms for these loans were identical to the terms of the $600,000
short-term secured loan described above from an unaffiliated third party to
Aviation Group in June 1999.

     In August 1998, under their prior acquisition agreements with Aviation
Group, two former shareholders of Aviation Group, who owned an aggregate of
82,165 shares of common stock, claimed that they were entitled to receive
certain payments from Aviation Group upon a resale of their shares.  Charles
Weed purchased 20,000 shares, and three other existing shareholders purchased
the remainder of the shares, of these two shareholders at a price of $3 per
share. This price was in the range of closing trading prices at the time of the
sale in late August 1998.  To facilitate the transaction, Aviation Group agreed
with each of the shareholders, including Mr. Weed, that the purchasers would
receive at least $3.50 per share in sales proceeds upon any resale of these
shares after one year.  Mr. Weed and each shareholder agreed not to resell these
shares for one year.  As a result of this arrangement, Aviation Group paid Mr.
Weed $10,000.

     The board of directors of Aviation Group believes that all transactions
between Aviation Group and any of its affiliates have been made on terms no less
favorable to Aviation Group than would have been obtained from non-affiliated
third parties.  Any future transactions between Aviation Group and any of its
affiliates will be subject to approval by a majority of the independent
disinterested members of the board of directors or by a majority of the
shareholders, other than any interested shareholders, and will be made on terms
no less favorable to Aviation Group than could be obtained from unaffiliated
third parties.  Aviation Group will not make any loans to its officers,
directors, 5% shareholders or affiliates, except for bona fide business
purposes.

                                      139
<PAGE>

                           EXCHANGE OFFER TO SERIES B
                             PREFERRED SHAREHOLDERS

     Through this joint proxy statement/prospectus and a prospectus supplement,
Aviation Group is offering to issue to holders of its Series B preferred stock
one share of its Series C convertible preferred stock in exchange for each share
of Series B preferred stock.  The exchange offer is required by the terms of
Aviation Group's agreement with travelbyus.com entered into on March 1, 2000.
The exchange offer will remain open for not less than 20 business days after the
date notice of the exchange offer is mailed to the holders of the Series B
preferred stock.

     When issued, cumulative dividends on each share of Series C convertible
preferred stock will accrue from the date immediately following the last date on
which dividends were paid on the share of Series B preferred stock exchanged for
Series C convertible preferred stock.  If no dividends have been paid on the
Series B preferred stock, cumulative dividends will accrue from the date the
share of the Series B preferred stock was originally issued.

     The exchange of shares is conditioned on completion of the arrangement.
Aviation Group is entitled to close the exchange offer at the same time the
arrangement is completed, but must accept all Series B preferred stock validly
tendered before that time in accordance with the exchange offer.  Holders of
Series B preferred stock will receive a supplement to this joint proxy
statement/prospectus that describes the exchange offer and related risks and
compares the terms of the Series B preferred stock to the Series C convertible
preferred stock.

                                      140
<PAGE>

                              SELLING SHAREHOLDERS

     This joint proxy statement/prospectus also relates to the potential offer
from time to time following the arrangement by the holders of shares of Aviation
Group common stock identified in the table below.  The following table provides
the names of each selling shareholder, the number of travelbyus.com common
shares beneficially owned by each holder as of May 10, 2000, and the number of
the shares of Aviation Group common stock that may be offered by each selling
shareholder, to the knowledge of Aviation Group.


                       travelbyus.com
                       Common Shares                              Percent of
                        Beneficially    Aviation Group Common   All Outstanding
                        Owned as of        Stock Offered by     Aviation Group
       Name             May 10, 2000       this Prospectus(1)   Common Stock(1)
------------------      ------------       ------------------   ---------------

William Kerby             6,083,334             6,083,334            7.3%
Michael Farrugia            800,000               800,000            1.0%
John Fenyes               1,154,000             1,154,000            1.4%
Jon Snyder                1,154,000             1,154,000            1.4%
John Whyte                1,580,000             1,580,000            1.9%


-----------------------------------------
(1)  Assumes consummation of the arrangement and issuance of shares of Aviation
     Group common stock to all travelbyus.com shareholders.

     William Kerby has served as President, Chief Executive Officer and a
director of Aviation Group since March 1, 2000.  Jon Snyder served as a director
of Aviation Group between March 1, 2000 and May 3, 2000.  John Fenyes has served
as a director since May 3, 2000.  These three individuals also serve as
executive officers of travelbyus.com, which owns 500 shares of Series B
preferred stock in Aviation Group.

                                      141
<PAGE>

                              PLAN OF DISTRIBUTION

     Aviation Group has registered with the SEC the shares of Aviation Group
common stock to be issued in exchange for the exchangeable shares pursuant to
the arrangement.  That registration also applies to resales by certain selling
shareholders, who are named above as selling shareholders.  The registration
does not necessarily mean that any shares will be offered or sold by the selling
shareholders.  Aviation Group will not receive any of the proceeds of the sale
of the shares offered by the selling shareholders.

     The distribution of shares of Aviation Group common stock by the selling
shareholders may be effected from time to time in one or more underwritten
transactions at a fixed price or prices, which may be changed, or in other
transactions at market prices prevailing at the time of sale, at prices related
to these prevailing market prices or at negotiated prices.  Any underwritten
offering may be on either a "best efforts" or a "firm commitment" basis.  In
connection with any underwritten offering, underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders and/or from purchasers of the shareholders' shares for whom
they may act as agents.  Underwriters may sell the shares to or through dealers.
These dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.

     The selling shareholders and any underwriters, dealers or agents that
participate in the distribution of shares may be deemed to be "underwriters"
within the meaning of the Securities Act.  Any profit on the sale of shares by
them and any discounts, commissions or concessions received by any underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act.

     At a time a particular offer of shares is made by a selling shareholder, a
prospectus supplement, if required, will be distributed that will set forth the
names of any underwriters, dealers or agents and any discounts, commissions and
other terms constituting compensation from the selling shareholders and any
other required information.

     The sale of shares of Aviation Group common stock by the selling
shareholders may also be effected from time to time by selling shares directly
to purchasers or to or through a broker-dealer.  A broker-dealer may act as
agent for the selling shareholders or may purchase from the selling shareholders
all or a portion of the shares as principal.  Sales may be made pursuant to any
of the methods described below.  Sales may be made on Nasdaq, the Boston Stock
Exchange or other exchanges on which the shares are then traded, in the over-
the-counter market, in negotiated transactions or otherwise.  In each case,
sales will be made  at prices and at terms then prevailing or at prices related
to the then-current market prices or at prices otherwise negotiated.

     The selling shareholders' shares may also be sold in one or more of the
following transactions:

     -    block transactions (which may involve crosses) in which a broker-
          dealer may sell all or a portion of the shares as agent but may
          position and resell all or a portion of the block as principal to
          facilitate the transaction;

     -    purchases by a broker-dealer as principal and resale by the broker-
          dealer for its own account pursuant to a prospectus supplement;

     -    a special offering, an exchange distribution or a secondary
          distribution in accordance with applicable Nasdaq, Boston Stock
          Exchange or other stock exchange rules;

     -    ordinary brokerage transactions and transactions in which a broker-
          dealer solicits purchasers;

     -    sales "at the market" to or through a market maker or into an existing
          trading market, on an exchange or otherwise; and

     -    sales in other ways not involving market makers or established trading
          markets, including direct sales to purchasers.

                                      142
<PAGE>

In effecting sales, broker-dealers engaged by the selling shareholders may
arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the selling shareholders in amounts to be
negotiated immediately prior to the sale that will not exceed those customary in
the types of transactions involved.  Broker-dealers may also receive
compensation from purchasers of the shares which is not expected to exceed that
customary in the types of transactions involved.

     In connection with distributions of the shareholders' shares or otherwise,
the selling shareholders may enter into hedging transactions with broker-dealers
or others prior to or after the effective time of the arrangement.  These
broker-dealers may engage in short sales of shares or other transactions in the
course of hedging the positions assumed by or otherwise.  The selling
shareholders may also

     -    sell shares short and redeliver shares to close out short positions;

     -    enter into option or other transactions with broker-dealers or others
          which may involve the delivery to those persons of the shares, the
          broker-dealers may resell those shares pursuant to this proxy
          statement/prospectus; and

     -    pledge the shares to a broker or dealer or others and, upon a default,
          these persons may effect sales of the shares pursuant to this proxy
          statement/prospectus.

In addition, any shares covered by this proxy statement/prospectus that qualify
for resale pursuant to Rule 145 of the Securities Act may be sold under Rule 145
rather than with this proxy statement/prospectus.

     In order to comply with securities laws of certain states, if applicable,
the shares of Aviation Group common stock may be sold only through registered or
licensed brokers or dealers.

     All expenses incident to the offering and sale of the shareholders' shares
(other than brokerage and underwriting commissions and certain taxes) will be
paid by Aviation Group.

                                      143
<PAGE>

                                 LEGAL MATTERS

     The validity of the issuance of the shares of Aviation Group common stock
to be issued in connection with the arrangement will be passed upon for Aviation
Group by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas. Cassels
Brock & Blackwell LLP will render an opinion with respect to certain Canadian
tax matters described under the caption "Federal Income Tax Considerations
Relating to the Arrangement."  A director of travelbyus.com, John Craig, is also
a partner in Cassels Brock & Blackwell LLP.  Shearman & Sterling will render an
opinion with respect to certain U.S. tax matters described under the caption
"Federal Income Tax Considerations Relating to the Arrangement."

                                    EXPERTS

     The consolidated financial statements of Aviation Group as of June 30, 1999
and for the year ended June 30, 1999 have been included herein in reliance on
the report of Hein + Associates, LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.

     The consolidated financial statements of Aviation Group as of June 30, 1998
and for each of the two years in the period ended June 30, 1998 have been
included herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

     The consolidated financial statements of Global Leisure as of December 30,
1999 and 1998 and for each of the three years in the period ended December 31,
1999 have been included herein in reliance on the report of BDO Seidman LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

     The consolidated financial statements of travelbyus.com as of September 30,
1999 and for the nine-month fiscal year ended September 30, 1999 have been
included herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

     The consolidated financial statements of travelbyus.com as of December 31,
1998 and for each of the two years in the period ended December 31, 1998 have
been included herein in reliance on the report of Ernst & Young LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

     The financial statements of Cheap Seats as of June 30, 1999 and 1998 and
for each of the two years in the period ended June 30, 1999 have been included
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

     The financial statements of Express Vacations as of September 30, 1999 and
for the period from August 5, 1998 to September 30, 1999 have been included
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

     The financial statements of Cruise Shoppes as of June 30, 1999 and 1998 and
for each of the two years in the period ended June 30, 1999 have been included
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

     The financial statements of Epoch Technology Inc. as of December 31, 1999
and 1998 and for each of the two years in the period ended December 31, 1999
have been included herein in reliance on the report of Hein + Associates, LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

                                 OTHER MATTERS

     Our boards of directors do not plan to bring or know of any other matter
that will be brought before the special shareholders meetings other than those
specifically set forth in the this joint proxy statement/prospectus.  If any
other matters properly come before either special shareholders meeting, the
persons named in the accompanying proxies intend to vote these proxies in
accordance with the judgment of the applicable board of directors.

     No persons have been authorized to give any information or to make any
representation other than those contained in this joint proxy
statement/prospectus in connection with the solicitation of proxies or the
offering of

                                      144
<PAGE>

securities made hereby and, if given or made, such information or representation
must not be relied upon as having been authorized by Aviation Group or
travelbyus.com or by any other person. This joint proxy statement/prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities, or the solicitation of a proxy, in any jurisdiction to or from any
person to whom it is not lawful to make any such offer or solicitation in such
jurisdiction. Neither the delivery of this joint proxy statement/prospectus nor
any distribution of securities made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of Aviation
Group or travelbyus.com since the date hereof or that the information herein is
correct as of any time subsequent to its date.

                                      145
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

AVIATION GROUP, INC.

<TABLE>

<S>                                                                                                                     <C>
Report of Hein + Associates LLP .......................................................................................   F-1
Report of PricewaterhouseCoopers LLP ..................................................................................   F-2
Consolidated Balance Sheets at March 31, 2000, June 30,1999 and June 30, 1998 .........................................   F-3
Consolidated Statements of Operations for the Nine Months ended March 31, 2000 and 1999 and
     the Years ended June 30, 1999, 1998 and 1997 .....................................................................   F-4
Consolidated Statement of Changes in Shareholders' Equity for the Period From July 1, 1997
     Through March 31, 2000 ...........................................................................................   F-5
Consolidated Statements of Cash Flows for the Nine Months ended March 31, 2000 and 1999 and
     the Years ended June 30, 1999, 1998 and 1997 .....................................................................   F-6
Notes to Consolidated Financial Statements ............................................................................   F-8

GLOBAL LEISURE TRAVEL, INC

Report of BDO Seidman LLP .............................................................................................   F-26
Consolidated Balance Sheets at December 31, 1999 and 1998 .............................................................   F-27
Consolidated Statements of Loss for the Years ended December 31, 1999, 1998 and 1997 ..................................   F-28
Consolidated Statements of Stockholders' Deficit for the Period from January 1, 1997 through
     December 31, 1999.................................................................................................   F-29
Consolidated Statements of Cash Flows for the Years ended December 31, 1999, 1998 and 1997 ............................   F-30
Notes to Financial Statements .........................................................................................   F-31

TRAVELBYUS.COM LTD

Report of PricewaterhouseCoopers LLP ..................................................................................   F-41
Report of Ernst & Young LLP ...........................................................................................   F-42
Consolidated Balance Sheets at March 31, 2000, September 30, 1999 and December 31, 1998 ...............................   F-43
Consolidated Statement of Operations and Deficit for the Six Months ended March 31, 2000 and 1999,
     for the Period from January 1, 1999 to September 30, 1999 and for the Years ended December 31,
     1998 and 1997 ....................................................................................................   F-45
Consolidated Statement of Changes in Shareholder's Equity for the Six Months ended March 31, 2000 and
     1999, for the Period from January 1, 1999 to September 30, 1999 and for the Years ended December 31,
     1998 and 1997 ....................................................................................................   F-46
Consolidated Statement of Cash Flows for the Six Months ended March 31, 2000 and 1999, for the Period
     from January 1, 1999 to September 30, 1999 and for the Years ended December 31, 1998 and 1997 ....................   F-47
Notes to Consolidated Financial Statements.............................................................................   F-49

CRUISE SHOPPES AMERICA, LTD

Report of PricewaterhouseCoopers LLP ..................................................................................   F-73
Balance Sheets at June 30, 1999 and 1998 ..............................................................................   F-74
Statements of Earnings and Retained Earnings for the Years ended June 30, 1999 and 1998 ...............................   F-75
Statements of Changes in Shareholders' Equity..........................................................................   F-76
Statements of Cash Flows for the Years ended June 30, 1999 and 1998 ...................................................   F-77
Notes to Financial Statements .........................................................................................   F-78

EPOCH TECHNOLOGY, INC

Report of Hein + Associates LLP .......................................................................................   F-84
Consolidated Balance Sheets at March 31, 2000, December 31, 1999 and 1998 .............................................   F-85
Consolidated Statements of Operations for the Three Months ended March 31, 2000 and 1999 and the Years ended
     December 31, 1999 and 1998 .......................................................................................   F-86
Consolidated Statements of Stockholders' Deficiency for the Period from January 1, 1998 through
     March 31, 2000 ...................................................................................................   F-87
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2000 and 1999 and the
     Years ended December 31, 1999 and 1998 ...........................................................................   F-88
Notes to Consolidated Financial Statements ............................................................................   F-89
</TABLE>

                                      146
<PAGE>

<TABLE>
<CAPTION>
EXPRESS VACATIONS, LLC
<S>                                                                                                                     <C>
Report of PricewaterhouseCoopers LLP ..................................................................................   F-92
Balance Sheets at October 31, 1999 and September 30, 1999 and 1998 ....................................................   F-93
Statements of Members' Equity for the Period from August 5, 1998 to September 30, 1999,
     Years ended September 30, 1999 and One-Month Period ended October 31, 1999 .......................................   F-94
Statements of Earnings for the Period from August 5, 1998 to September 30, 1999,
     Years ended September 30, 1999 and One-Month Period ended October 31, 1999 .......................................   F-95
Statements of Cash Flows for the Period from August 5, 1998 to September 30, 1999,
     Years ended September 30, 1999 and One-Month Period ended October 31, 1999 .......................................   F-96
Notes to Financial Statements .........................................................................................   F-97

CHEAP SEATS INC

Report of PricewaterhouseCoopers LLP ..................................................................................   F-102
Balance Sheets at November 30, 1999 and June 30, 1999 and 1998 ........................................................   F-103
Statements of Operations and Retained Earnings for the Years ended June 30, 1999 and 1998
     and the Period from July 1, 1999 to November 30, 1999.............................................................   F-104
Statements of Cash Flows for the Years ended June 30, 1999 and 1998
     and the Period from July 1, 1999 to November 30, 1999.............................................................   F-105
Notes to Financial Statements .........................................................................................   F-106


</TABLE>

                                      147
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT


Board of Directors
Aviation Group, Inc.
Dallas, Texas

We have audited the accompanying consolidated balance sheet of Aviation Group,
Inc. and subsidiaries as of June 30, 1999, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
year then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Aviation Group, Inc. and subsidiaries at June 30, 1999, and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/ Hein + Associates LLP

Hein + Associates LLP


Dallas, Texas
September 17, 1999

                                      F-1
<PAGE>


                        Report of Independent Accountants


To the Board of Directors and
Shareholders of Aviation Group, Inc.


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Aviation Group, Inc. and its subsidiaries at June 30, 1998, and the results of
their operations and their cash flows for each of the two years in the period
ended June 30, 1998 in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and preform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basic, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas
October 12, 1998, except for Note P,
which is dated May 15, 2000



                                      F-2
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                    ASSETS
                                    ------
                                                                                    March 31, 2000   June 30, 1999   June 30, 1998
CURRENT ASSETS:                                                                     ---------------  --------------  --------------
                                                                                      (Unaudited)
<S>                                                                                 <C>              <C>             <C>
  Cash and cash equivalents                                                             $ 1,758,000     $    84,000     $   509,000
  Restricted cash and time deposit                                                        3,259,000         538,000         200,000
  Accounts receivable, net                                                                2,701,000       2,200,000       2,020,000
  Inventory, net                                                                            904,000       1,547,000       1,513,000
  Prepaid expenses and other                                                                631,000         170,000         217,000
  Prepaid tour costs                                                                      1,990,000            -               -
  Assets held for sale                                                                      471,000            -               -
                                                                                        -----------     -----------     -----------
     Total current assets                                                                11,714,000       4,539,000       4,459,000

PROPERTY AND EQUIPMENT, at cost, net of accumulated depreciation                          3,194,000       4,050,000       3,713,000

OTHER ASSETS:
  Contracts and product manufacturing licenses, net                                       7,523,000            -               -
  Goodwill, net                                                                          43,975,000       4,144,000       3,135,000
  Other                                                                                     440,000         319,000         293,000
                                                                                        -----------     -----------     -----------
     Total other assets                                                                  51,938,000       4,463,000       3,428,000
                                                                                        -----------     -----------     -----------
          Total assets                                                                  $66,846,000     $13,052,000     $11,600,000
                                                                                        ===========     ===========     ===========

                                        LIABILITIES AND SHAREHOLDERS' EQUITY
                                        ------------------------------------
CURRENT LIABILITIES:
  Current maturities of long-term debt                                                  $ 1,046,000     $   463,000     $   625,000
  Current portion of capital lease obligations                                              134,000         164,000          71,000
  Short-term borrowings, net of discount of $140,000 at June 30, 1999                     1,913,000       2,316,000         855,000
  Accounts payable                                                                        4,055,000       2,334,000       1,424,000
  Customer deposits                                                                       6,189,000            -               -
  Accrued and other liabilities                                                           2,176,000       1,335,000       1,092,000
                                                                                        -----------     -----------     -----------
     Total current liabilities                                                           15,513,000       6,612,000       4,067,000

LONG-TERM LIABILITIES:
  Long-term debt, net of current maturities                                               3,202,000         880,000         738,000
  Capital lease obligations, net of current maturities                                         -            439,000         181,000
                                                                                        -----------     -----------     -----------
     Total long-term liabilities                                                          3,202,000       1,319,000         919,000
                                                                                        -----------     -----------     -----------
          Total liabilities                                                              18,715,000       7,931,000       4,986,000
                                                                                        -----------     -----------     -----------
COMMITMENTS AND CONTINGENCIES (Notes G and H)
SHAREHOLDERS' EQUITY:
  Preferred stock, $.01 par value, 5,000,000 shares authorized:
     Series A 9% convertible, 1,650 shares outstanding, liquidation
      preference of $16,500,000                                                               2,000            -               -
     Series B 12% cumulative, 2,100 shares outstanding, liquidation
      preference of $21,000,000                                                               2,000            -               -
  Common stock, $.01 par value, 10,000,000 shares authorized, 4,678,801
   shares at March 31, 2000, 3,573,929 shares at June 30, 1999 and
   3,296,601 shares at June 30, 1998 issued and outstanding                                  47,000          36,000          33,000
  Additional paid-in capital                                                             54,905,000       9,766,000       8,957,000
  Accumulated deficit                                                                    (6,825,000)     (4,681,000)     (2,376,000)
                                                                                        -----------     -----------     -----------
     Total shareholders' equity                                                          48,131,000       5,121,000       6,614,000
                                                                                        -----------     -----------     -----------
          Total liabilities and shareholders' equity                                    $66,846,000     $13,052,000     $11,600,000
                                                                                        ===========     ===========     ===========
</TABLE>

      See accompanying notes to these consolidated financial statements.

                                      F-3
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                    March 31,                         Years Ended June 30,
                                            ---------------------------    ------------------------------------------
                                                2000           1999           1999             1998          1997
                                            ------------    -----------    -----------      -----------    ----------
                                            (Unaudited)     (Unaudited)
<S>                                         <C>             <C>            <C>               <C>           <C>
REVENUE                                      $ 9,359,000    $11,941,000    $15,097,000      $11,043,000    $8,096,000

COST OF REVENUE                                5,890,000      7,187,000     10,129,000        8,380,000     6,289,000
                                             -----------    -----------    -----------      -----------    ----------

    Gross profit                               3,469,000      4,754,000      4,968,000        2,663,000     1,807,000
                                             -----------    -----------    -----------      -----------    ----------

OPERATING EXPENSES:
  General and administrative expenses          4,997,000      4,783,000      5,482,000        3,367,000     1,629,000
  Depreciation and amortization                  505,000        541,000        674,000          469,000       402,000
                                             -----------    -----------    -----------      -----------    ----------
     Total operating expenses                  5,502,000      5,324,000      6,156,000        3,836,000     2,031,000
                                             -----------    -----------    -----------      -----------    ----------
     Loss from operations                     (2,033,000)      (570,000)    (1,188,000)      (1,173,000)     (224,000)
                                             -----------    -----------    -----------      -----------    ----------

OTHER INCOME (EXPENSE):
  Other income                                     3,000          2,000         52,000           20,000         2,000
  Interest expense, net                         (493,000)      (221,000)      (461,000)        (200,000)     (374,000)
                                             -----------    -----------    -----------      -----------    ----------
     Total other income (expense)               (490,000)      (219,000)      (409,000)        (180,000)     (372,000)
                                             -----------    -----------    -----------      -----------    ----------

  Loss from continuing operations
   before provision for income taxes          (2,523,000)      (789,000)    (1,597,000)      (1,353,000)     (596,000)

(PROVISION) BENEFIT FOR
 INCOME TAXES                                       -          (199,000)      (199,000)         359,000        52,000
                                             -----------    -----------    -----------      -----------    ----------

LOSS FROM CONTINUING
 OPERATIONS                                   (2,523,000)      (988,000)    (1,796,000)        (994,000)     (544,000)

DISCONTINUED OPERATIONS:
  Income (loss) from operations                 (221,000)      (314,000)      (509,000)        (644,000)       68,000
  Gain on sale of subsidiaries                   600,000           -              -                -             -
                                             -----------    -----------    -----------      -----------    ----------
                                                 379,000       (314,000)      (509,000)        (644,000)       68,000
                                             -----------    -----------    -----------      -----------    ----------

NET LOSS                                     $(2,144,000)   $(1,302,000)   $(2,305,000)     $(1,638,000)   $ (476,000)
                                             ===========    ===========    ===========      ===========    ==========

LOSS PER SHARE,
  basic and diluted:
  Continuing operations                           $(0.68)        $(0.29)        $(0.53)          $(0.32)       $(0.31)
                                             ===========    ===========    ===========      ===========    ==========
  Net loss                                        $(0.58)        $(0.38)        $(0.67)          $(0.54)       $(0.27)
                                             ===========    ===========    ===========      ===========    ==========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                   3,698,886      3,409,469      3,419,161        3,059,632     1,759,707
                                             ===========    ===========    ===========      ===========    ==========
</TABLE>

      See accompanying notes to these consolidated financial statements.

                                      F-4
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
            FOR THE PERIOD FROM JULY 1, 1997 THROUGH MARCH 31, 2000

<TABLE>
<CAPTION>

                                                          Common Stock                 Additional
                                                       ------------------- Preferred    Paid-In      Accumulated
                                                        Shares     Amount    Stock      Capital        Deficit
                                                       ---------  --------  -------  ------------  -------------
<S>                                                    <C>        <C>       <C>      <C>            <C>
BALANCES, July 1, 1996                                 1,600,250   $16,000   $ -      $ 1,701,000    $  (262,000)
Bridge notes warrants                                       -         -        -          250,000           -
Net loss                                                    -         -        -             -          (476,000)
                                                       ---------   -------  -------   -----------   ------------
BALANCES, June 30, 1997                                1,600,250    16,000     -        1,951,000       (738,000)
Issuance of shares and warrants in
 connection with initial public offering               1,150,000    11,500     -        5,168,500           -
Issuance of shares in connection with
 acquisition of Casper Air Service                       153,565     1,600     -          881,400           -
Stock warrants issued in connection with
 acquisitions                                               -         -        -           26,000           -
Issuance of shares in connection with
 acquisition of Aero Design, Inc. and
 Battery Shop, LLC                                       134,068     1,400     -          545,600           -
Issuance of shares in connection with Bridge
 Notes Warrants                                           43,478       400     -             (400)          -
Issuance of shares in connection with
 conversion of LEDC convertible note
 payable                                                  82,153       800     -          367,200           -
Issuance of shares in connection with
 conversion of 10%  convertible note                         975      -        -            3,000           -
Stock warrants exercised                                 129,112     1,300     -             (300)          -
Issuance of shares in connection with
 payment of note payable                                   3,000      -        -           15,000           -
Net loss                                                    -         -        -             -        (1,638,000)
                                                       ---------   -------  -------   -----------   ------------
BALANCES, June 30, 1998                                3,296,601    33,000     -        8,957,000     (2,376,000)
Issuance of shares in connection with
 acquisition of General  Electrodynamics
 Corporation                                             112,029     1,000     -          293,000           -
Issuance of shares for principal
   and interest payments on notes                        126,428     2,000     -          237,000           -
Value of warrants issued and
   shares granted with notes                                -         -        -          156,000           -
Value of warrants issued for services                       -         -        -          123,000           -
Exercise of warrants                                      38,871      -        -             -              -
Net loss                                                    -         -        -             -        (2,305,000)
                                                       ---------   -------  -------   -----------   ------------
BALANCES, June 30, 1999                                3,573,929    36,000     -        9,766,000     (4,681,000)
Issuance of common stock for cash and
 conversions of notes payable(unaudited)               1,104,872    11,000     -        2,295,000           -
Series A preferred stock (unaudited)                        -         -       2,000    10,498,000           -
Series B preferred stock (unaudited)                        -         -       2,000    20,998,000           -
Issuance of warrants (unaudited)                            -         -        -       11,348,000
Net loss (unaudited)                                        -         -        -             -        (2,144,000)
                                                       ---------   -------  -------   -----------   ------------
BALANCES, March 31, 2000, (unaudited)                  4,678,801   $47,000   $4,000   $54,905,000    $(6,825,000)
                                                       =========   =======  =======   ===========   ============
</TABLE>

      See accompanying notes to these consolidated financial statements.

                                      F-5
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   Nine Months
                                                  Ended March 31,                              Years Ended June 30,
                                             ---------------------------    -------------------------------------------------
                                                2000           1999            1999              1998                1997
                                             -----------   -------------    ------------    --------------       ------------
                                             (Unaudited)    (Unaudited)
<S>                                          <C>           <C>              <C>             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   $(2,144,000)    $(1,302,000)    $(2,305,000)      $(1,638,000)         $(476,000)
  Adjustments to reconcile net loss to
   net cash provided (used) by
   operating activities:
    Depreciation and amortization                599,000         712,000         978,000           694,000            413,000
    Accreted interest                            140,000            -             16,000            64,000            186,000
    Deferred income taxes                           -            199,000         191,000          (359,000)           (72,000)
    (Gain) loss on disposal of assets           (600,000)           -             36,000                 -               -
    Interest paid with common stock                 -               -             34,000                 -               -
    Warrants issued for services                    -            123,000         123,000                 -               -
    (Increase) decrease in accounts
      receivable                                 377,000        (271,000)         64,000          (587,000)          (152,000)
    Decrease in inventories                      643,000         406,000         676,000           567,000            (97,000)
    (Increase) decrease in prepaids and
      other assets                              (616,000)         (5,000)        107,000            70,000             (4,000)
    Increase (decrease)in accounts payable      (277,000)        512,000         519,000           275,000            195,000
    Increase (decrease) in accrued and
      other liabilities                         (242,000)        220,000        (261,000)          410,000            132,000
       Other                                        -            (59,000)        (75,000)           73,000            (25,000)
                                             -----------     -----------     -----------       -----------          ---------
            Net cash provided (used) by
             operating activities             (2,120,000)        535,000         103,000          (431,000)           100,000
                                             -----------     -----------     -----------       -----------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash (paid for) included with
   acquisitions                                  811,000            -             41,000        (2,235,000)          (119,000)
  Proceeds from sale of business segments      1,700,000            -               -                                    -
  Advances from related parties                     -               -               -               29,000            (38,000)
  Decrease (increase) in restricted cash         338,000        (411,000)       (338,000)         (200,000)              -
  Proceeds from redemption of
   certificate of deposit                        200,000            -               -              100,000               -
  Proceeds from sale of marketable
   securities                                       -               -               -              113,000               -
  Proceeds from sale of property and
   equipment                                        -               -             17,000              -                  -
  Payments for long-lived asset additions       (175,000)       (344,000)       (344,000)         (811,000)          (505,000)
                                             -----------     -----------     -----------       -----------          ---------
            Net cash provided (used) by
             investing activities              2,874,000        (755,000)       (624,000)       (3,004,000)          (662,000)
                                             -----------     -----------     -----------       -----------          ---------
</TABLE>

                                 - Continued -

                                      F-6
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

<TABLE>
<CAPTION>

                                                   Nine Months
                                                  Ended March 31,                              Years Ended June 30,
                                             ---------------------------    -------------------------------------------------
                                                2000           1999            1999              1998                1997
                                             -----------   -------------    ------------    --------------       ------------
                                             (Unaudited)    (Unaudited)
<S>                                          <C>           <C>              <C>             <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term
   borrowings                                       -            794,000       1,859,000           720,000            102,000
  Repayments of short-term
   borrowings                                   (438,000)           -           (855,000)         (607,000)           (69,000)
  Proceeds from issuance of notes                   -               -                                                 500,000
  Repayment of notes payable                        -               -           (425,000)         (500,000)              -
  Proceeds from issuance of
   long-term debt                                   -               -               -              225,000            283,000
  Payments on long-term debt and
   capital leases                               (642,000)       (443,000)       (483,000)       (1,647,000)          (128,000)
  Proceeds from issuance of
   common stock                                2,000,000            -               -            5,565,000               -
  Payment of initial public
   offering costs                                   -               -               -                 -              (384,000)
  Deferred financing costs                          -               -               -                 -               (11,000)
                                             -----------       ---------      ----------       -----------          ---------
        Net cash provided (used) by
         financing activities                    920,000         351,000          96,000         3,756,000            293,000
                                             -----------       ---------      ----------       -----------          ---------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                   1,674,000         131,000        (425,000)          321,000           (269,000)
CASH AND CASH EQUIVALENTS,
 beginning of period                              84,000         509,000         509,000           188,000            457,000
                                             -----------       ---------      ----------       -----------          ---------
CASH AND CASH EQUIVALENTS, end
 of period                                     1,758,000       $ 640,000      $   84,000       $   509,000          $ 188,000
                                             ===========       =========      ==========       ===========          =========
SUPPLEMENTAL DISCLOSURE OF CASH
 PAID FOR INTEREST AND INCOME TAXES:
 Cash paid for interest                      $   533,000       $ 298,000      $  424,000       $   287,000          $ 203,000
 Cash paid for income taxes                         -               -               -                4,000               -
SUPPLEMENTAL DISCLOSURE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES:
 Issuance of common stock and
  warrants in connection with
  acquisitions                               $11,348,000       $    -         $  294,000       $ 1,456,000          $    -
 Machinery and equipment
  acquired under capital leases                     -               -            484,000           183,000             80,000
 Conversion of notes payable
  and accrued interest to
  common stock                                   305,000            -            239,000           371,000               -
 Issuance of preferred stock
  in connection with
  acquisition                                 31,500,000            -               -                 -                  -
</TABLE>

      See accompanying notes to these consolidated financial statements.

                                      F-7
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)

A. ORGANIZATION AND DESCRIPTION OF BUSINESS

   Aviation Group, Inc. ("the Company") (a Texas corporation) was formed on
   December 4, 1995 for the purposes of combining certain aircraft service
   operations formerly owned by The Sanders Companies, Inc. ("Sanders") and to
   acquire additional aircraft servicing related businesses. Sanders was 100%
   owned by Lee Sanders, Chairman and chief executive officer of the Company. On
   February 21, 1996, the Company acquired Pride Aviation, Inc. , which was
   subsequently renamed Aviation Exteriors Louisiana, Inc. ("AvEx") in a
   business combination accounted for as a purchase. AvEx operates a Federal
   Aviation Administration ("FAA") approved repair station and provides aircraft
   painting and maintenance services. In August 1997, the Company acquired
   Casper Air Service ("CAS"). CAS was a full service fixed base operation
   ("FBO") located at Natrona County International Airport in Casper, Wyoming
   and offered aircraft line services, repair and maintenance, parts
   distribution and aircraft sales. The operating assets of CAS were sold in
   February 2000. In March 1998, the Company acquired all of the outstanding
   common stock of Aero Design, Inc. and all of the outstanding ownership
   interests of Battery Shop, LLC (collectively, "Aero Design"), two sister
   companies involved in the manufacturing and overhaul of replacement batteries
   for the aviation industry. Aero Design is located outside Nashville,
   Tennessee. In August 1998, the Company acquired all the outstanding common
   stock of General Electrodynamics Corporation ("GEC"). GEC manufactures and
   sells aircraft and truck scales and other aviation components used by the
   aviation maintenance and transportation industries and is located in
   Arlington, Texas. In March 2000, the Company acquired control of Global
   Leisure Travel, Inc. ("Global"). Global provides wholesale and retail travel-
   related services. See Note C.

   If the proposed merger described in Note Q is approved by the companies'
   shareholders, management anticipates its non-travel related businesses will
   be sold.

   In August 1997, the Company completed an initial public offering ("IPO") of
   its common stock (See Note J).

   Until March 31, 2000, the Company was organized into three operating
   divisions: overhaul and service, ground handling and services, and fixed base
   operation ("FBO") and airport management. As described above, the Company
   acquired a travel business on March 31, 2000. The overhaul and service
   division includes two business segments for financial reporting purposes:
   painting and maintenance and manufacturing. The ground handling and services
   and the FBO and airport management divisions were each considered separate
   business segments for financial reporting purposes. These two business
   segments were discontinued in December 1999 and February 2000, respectively,
   as described in Note P. The painting and maintenance business segment
   provides painting and paint stripping services and certain maintenance for
   commercial and freight aircraft at the Company's FAA approved repair stations
   in New Iberia, Louisiana and Portland, Oregon. The manufacturing business
   segment manufactures and sells aircraft batteries, scales and other aviation
   components to customers throughout the United States and Europe. The ground
   handling and services division provided aircraft ground handling and light
   catering services to a variety of passenger and freight airlines at the
   Dallas/Fort Worth International Airport. Services at other airports were
   terminated in fiscal years 1998 and 1999. The FBO and airport management
   division provided fuel and light maintenance services to general aviation,
   corporate and light freight aircraft customers at an airport in Casper,
   Wyoming.

                                      F-8
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation
   ---------------------
   The accompanying consolidated financial statements present the consolidated
   results of the Company and its majority owned subsidiaries.  All intercompany
   balances and transactions have been eliminated in consolidation.

   Use of Estimates
   ----------------
   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities at the date of the
   financial statements and the reported amounts of revenues and expenses during
   the reporting period. Significant estimates in the accompanying financial
   statements include the carrying values and the estimated useful lives of
   intangible assets, goodwill and assets held for sale. Actual results could
   differ materially from those estimates. The most significant estimate is the
   approximately $56,000,000 of goodwill and other intangible assets the Company
   has recorded in connection with its acquisition of Global on March 31, 2000
   (Note C). Global has incurred losses in the past and its future results may
   be dependent on the successful integration of its business with
   travelbyus.com (Note Q). Therefore, it is reasonably possible the expected
   useful lives of 10 years for the goodwill and five years for the other
   intangible assets could change materially in the near term.

   Revenue Recognition
   -------------------
   Revenues are recognized as services are performed or when products are
   shipped.

   Cash and Cash Equivalents
   -------------------------
   The Company considers all highly liquid investments purchased with an
   original maturity of three months or less to be cash equivalents.

   Restricted Cash and Time Deposit
   --------------------------------
   Restricted cash of $3,259,000 at March 31, 2000 consists of customer travel
   deposits. Restricted cash at June 30, 1999 includes $338,000 of collateral
   deposit account balances associated with a bank line of credit. In addition,
   the Company had a restricted time deposit at June 30, 1999 and 1998, which
   consisted of a $200,000 bank certificate of deposit which matured, after
   renewal, in October 1999. The certificate of deposit collateralized an open
   letter of credit and was restricted as to withdrawal until the associated
   letter of credit expired in October 1999.

   Inventories
   -----------
   Aircraft held for resale are valued at the lower of cost or market, with cost
   determined by the specific identification method. Parts and supplies
   inventories are stated at the lower of cost or market, with cost determined
   by the average costing method. Aircraft and truck scales and aviation
   components inventories are stated at the lower of cost or market, with cost
   determined by the first-in-first-out method. Provision is made for estimated
   excess and obsolete inventories.

   Inventories consisted of the following:
<TABLE>
<CAPTION>
                                      March 31,          June 30,
                                      --------   -----------------------
                                        2000        1999         1998
                                      --------   ----------   ----------
<S>                                   <C>        <C>          <C>
Aircraft held for sale               $    -      $  170,000   $  434,000
Raw materials, parts and supplies      904,000    1,377,000    1,079,000
                                      --------   ----------   ----------
                                      $904,000   $1,547,000   $1,513,000
                                      ========   ==========   ==========
</TABLE>

                                      F-9
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   Goodwill and Other Intangible Assets
   ------------------------------------
   Goodwill represents the cost in excess of fair value of the net assets
   (including tax attributes) acquired in acquisitions. Goodwill is being
   amortized on a straight-line basis over periods ranging from 10 to 25 years.
   Amortization expense for the nine months ended March 31, 2000 and 1999 and
   the years ended June 30, 1999, 1998 and 1997 was $204,000, $201,000,
   $217,000, $99,000 and $50,000, respectively. Accumulated amortization totaled
   $458,000, $384,000 and $166,000 at March 31, 2000 and June 30, 1999 and 1998,
   respectively.

   At March 31, 2000, the Company also has other intangible assets, the most
   significant of which are contracts with airlines, hotel operators and touring
   companies. These intangible assets are amortized over five years.

   Property and Equipment
   ----------------------
   Property and equipment are stated at cost, less accumulated depreciation.
   Depreciation has been provided using straight line and double declining
   balance methods over the estimated useful lives of the assets which range
   from 5 to 30 years.

   Long-Lived Assets
   -----------------
   The Company's policy is to periodically review the net realizable value of
   its long-lived assets, including goodwill, through an assessment of the
   estimated future cash flows related to such assets. In the event that assets
   are found to be carried at amounts in excess of estimated undiscounted future
   cash flows, then the assets will be adjusted for impairment to a level
   commensurate with a discounted cash flow analysis of the underlying assets.
   Based upon its most recent analysis, the Company believes no impairment of
   long-lived assets exists at March 31, 2000 or June 30, 1999. However, if the
   merger discussed in Note Q is approved by the shareholders of both companies,
   it is anticipated most of the Company's non-travel related operations would
   be sold. It is uncertain that a sale of these assets would result in recovery
   of their carrying amounts.

   Income Taxes
   ------------
   The Company accounts for income taxes using an asset and liability approach.
   Deferred income tax assets and liabilities are computed annually for
   differences between the financial statement and tax bases of assets and
   liabilities that will result in taxable or deductible amounts in the future
   based on enacted tax laws and rates applicable to the periods in which the
   differences are expected to affect taxable income.

   Earnings (Loss) Per Share
   -------------------------
   Basic earnings or loss per share ("EPS") is calculated by dividing the income
   or loss available to common shareholders by the weighted average number of
   common shares outstanding for the period. Diluted EPS reflects the potential
   dilution that could occur if securities or other contracts to issue common
   stock were exercised or converted into common stock. Debt and equity
   instruments convertible into shares of common stock have been excluded from
   the computation of diluted EPS because their inclusion would have been
   antidilutive.

   Comprehensive Income (Loss)
   ---------------------------
   Comprehensive income or loss is defined as all changes in stockholders'
   equity, exclusive of transactions with owners, such as capital investments.
   Comprehensive income or loss includes net income or loss, changes in certain
   assets and liabilities that are reported directly in equity such as
   translation adjustments on investments in foreign subsidiaries, and certain
   changes in minimum pension liabilities. The Company's comprehensive loss was
   equal to its net loss for each period presented.

                                      F-10
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   Fair Value of Financial Instruments
   -----------------------------------
   For certain of the Company's financial instruments, including cash
   equivalents, accounts receivable, short-term borrowings and accounts payable,
   the carrying amounts approximate fair value due to their short maturities.
   Management believes the carrying amount reported for long-term debt
   approximates fair value based on current interest rates for debt with similar
   terms and maturities.

   Liquidity
   ---------
   The Company has incurred significant losses from operations in fiscal years
   1999 and 1998 and the nine months ended March 31, 2000 and has working
   capital deficits of $3,799,000 and $2,073,000 at March 31, 2000 and June 30,
   1999, respectively. The Company has converted certain short-term obligations
   to common stock and sold certain fixed assets and two subsidiaries which
   generated about $2,300,000 of working capital for the Company during the
   second and third quarters of fiscal 2000. In addition, the Company raised
   $2,000,000 in March 2000 in connection with the acquisition of Global and the
   transaction described in Note Q. Management is also confident that its credit
   facilities with banks (total of $1,713,000 at March 31, 2000) will continue
   to be available for the foreseeable future. However, if the Company continues
   to experience losses and is unable to complete the merger with
   Travelbyus.com, described in Note Q, the Company could have liquidity
   problems which could require it to dispose of assets or enter into
   potentially unfavorable financing arrangements.

   Discontinued Operations
   -----------------------
   As described in Note P, in December 1999 and February 2000, the Company sold
   two business segments. The results of operations from these two segments have
   been netted and reclassified as income (loss) from discontinued operations in
   the accompanying statements of operations. Certain assets and liabilities of
   the segments sold have been retained and are netted under the caption "
   assets held for sale" in the March 31, 2000 balance sheet.

   Reclassifications
   -----------------
   Certain reclassifications have been made to prior period amounts to conform
   to the current year presentation.

   Unaudited Information
   ---------------------
   The consolidated balance sheet as of March 31, 2000 and the consolidated
   statements of operations for the nine-month period ended March 31, 2000 and
   1999 were taken from the Company's books and records without audit. However,
   in the opinion of management, such information includes all adjustments
   (consisting only of normal recurring accruals) which are necessary to
   properly reflect the consolidated financial position of the Company as of
   March 31, 2000 and the results of operations for the nine months ended
   March 31, 2000 and 1999.

C. ACQUISITIONS

   General Electrodynamics Corporation
   -----------------------------------
   In August 1998, the Company acquired all the outstanding common stock of GEC
   in exchange for 112,029 shares of the Company's common stock valued at
   approximately $294,000. In addition, the Company agreed to remit to the
   former shareholder of GEC up to $300,000 of any collections from certain
   government contracts, net of direct expenses, received by GEC after the
   acquisition. The former shareholder of GEC relinquished the right to those
   collections in a subsequent settlement with the Company. The acquisition was

                                      F-11
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   accounted for using the purchase method and the purchase price has been
   allocated to the net assets acquired based on their estimated fair values.
   The results of GEC are included in the accompanying financial statements
   beginning September 1, 1998. The excess of the purchase price over the fair
   value of the net assets acquired of $1,244,000 has been recorded as goodwill
   and is being amortized using the straight-line method over 20 years.

   Casper Air Service
   ------------------
   Concurrent with the IPO in August 1997, the Company acquired all of the
   outstanding common stock of CAS. The purchase price of $2,400,000 included
   $1,167,000 in cash, 153,565 shares of the Company's common stock valued at
   approximately $883,000 and transaction costs. The acquisition was accounted
   for using the purchase method and the purchase price was allocated to the net
   assets acquired based on their estimated fair values. The results of CAS are
   included in the accompanying financial statements beginning August 20, 1997.
   The excess of the purchase price over the fair value of the net assets
   acquired (including tax attributes) of $1,041,000 was recorded as goodwill
   and is being amortized using the straight-line method over 20 years. As
   described in Note P, CAS was sold in February 2000 and its results have been
   reclassified as discontinued for all periods presented.

   Aero Design, Inc. and Battery Shop, LLC
   ---------------------------------------
   In March 1998, the Company acquired all of the outstanding common stock and
   ownership interests of Aero Design. The purchase price of $1,550,000 included
   $753,000 in cash and 134,068 shares of the Company's common stock valued at
   approximately $547,000 and transaction costs. The terms of the acquisition
   agreement provide for additional consideration to be paid if Aero Design's
   results of operations exceed certain targeted levels. The Company also agreed
   to protect the sellers from losses (up to $450,000) realized upon the resale
   of the Company's stock for a period of 540 days from closing of the
   acquisition. The Company issued the sellers 153,250 shares of common stock in
   fiscal year 2000 to satisfy this guarantee. The acquisition was accounted for
   using the purchase method and the purchase price was allocated to the net
   assets acquired based on their estimated fair values. The results of Aero
   Design are included in the accompanying financial statements beginning March
   24, 1998. The excess of the purchase price over the fair value of the net
   assets acquired (including tax attributes) of $1,442,000 was recorded as
   goodwill and is being amortized using the straight-line method over 25 years.

   Global Leisure Travel, Inc.
   ---------------------------
   In March 2000, the Company entered into an agreement to acquire Global
   Leisure Travel, Inc. ("Global"). The acquisition of Global involved (1) the
   issuance by the Company of approximately $16,500,000 of liquidation value
   Series A preferred stock and warrants to purchase 4,250,000 shares of the
   Company's common stock to certain debt holders and the common stockholders
   and warrant holders of Global in exchange for retirement of the debt and
   cancellation of the outstanding common stock of Global; and (2) the sale of
   approximately $21,000,000 liquidation value Series B preferred stock and
   warrants by the Company in March 2000 and the purchase of Series B voting
   preferred stock of Global and the retirement of certain of Global's debt and
   payables with the proceeds. The sale of Series B preferred stock was to
   travelbyus.com (see Note Q) and other investors and included warrants to
   purchase 1,239,750 shares of common stock. The preferred stock was recorded
   at estimated fair value of $10,500,000 for the Series A and $21,000,000 for
   the Series B.

   Supplemental Pro Forma Results of Operations (Unaudited)
   --------------------------------------------------------
   The following unaudited pro forma summary presents the consolidated results
   of operations for the years ended June 30, 1999 and 1998 as if the CAS and
   Aero Design acquisitions had occurred as of the beginning

                                      F-12

<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   of the Company's 1998 fiscal year and as if the GEC and Global acquisitions
   had occurred at the beginning of each respective fiscal year presented. The
   summarized information does not purport to be indicative of what would have
   occurred had the acquisitions actually been made as of such dates or of
   results which may occur in the future.
<TABLE>
<CAPTION>
                                               1999            1998
                                          --------------  --------------
<S>                                       <C>             <C>
        Revenues                           $  27,813,000   $  27,916,000
        Net loss                           $ (11,059,000)  $ (12,112,000)
        Net loss per share
         (basic and diluted)               $       (2.65)  $       (3.00)
</TABLE>

   Adjustments made in arriving at pro forma unaudited results of operations
   included adjustment related to additional depreciation expense, amortization
   of goodwill and related tax adjustments.

D. PROPERTY AND EQUIPMENT

   Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                    March 31, 2000   June 30, 1999   June 30, 1998
                                                    ---------------  --------------  --------------
                                                      (Unaudited)
<S>                                                 <C>              <C>             <C>
        Machinery and equipment                         $2,118,000     $ 3,624,000     $ 2,754,000
        Buildings and leasehold improvements               869,000         993,000         971,000
        Furniture, fixtures and office equipment           929,000         491,000         377,000
        Aircraft and vehicles                              150,000         714,000         710,000
                                                        ----------     -----------     -----------
                                                         4,066,000       5,822,000       4,812,000
        Less accumulated depreciation                     (872,000)     (1,772,000)     (1,099,000)
                                                        ----------     -----------     -----------
                                                        $3,194,000     $ 4,050,000     $ 3,713,000
                                                        ==========     ===========     ===========
</TABLE>

   Depreciation expense charged to operations for the nine months ended
   March 31, 2000 and 1999 and the years ended June 30, 1999, 1998 and 1997 was
   $395,000, $511,000, $761,000, $595,000, and $363,000, respectively.

E. SHORT-TERM BORROWINGS

   Line of Credit Facilities
   -------------------------
   In August 1998, the Company's operating subsidiaries (other than GEC)
   obtained a $3,000,000 line of credit facility with the CIT Group/Credit
   Finance, Inc. for working capital management purposes. The line of credit
   bears interest at prime plus 1.5% (total of 7.75% at June 30, 1999) and
   extends through August 2001. Amounts available for borrowings are based on
   the level and composition of the Company's accounts receivable and inventory.
   Amounts borrowed are repayable from lock box collections of the Company's
   accounts receivable. Outstanding borrowings under this line of credit at
   March 31, 2000 and June 30, 1999 were $1,316,000 and $1,259,000,
   respectively. No additional borrowings were available under the terms of the
   line of credit at March 31, 2000 or June 30, 1999. The line of credit is
   collateralized by substantially all of the assets of the Company's operating
   subsidiaries (other than GEC) and guaranteed by the Company.

   In addition, GEC has a note payable to a bank under a revolving credit
   agreement with a balance of $397,000 at March 31, 2000 and June 30, 1999.
   Interest is at the bank's index rate plus 0.25% (total of 8.25% at June

                                      F-13
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   30, 1999). The note is collateralized by equipment, inventory and accounts
   receivable of GEC and is due in May 2000.

   Other Short-Term Borrowings
   ---------------------------
   In June 1999, the Company borrowed $600,000 and executed notes payable to two
   individuals. The principal and interest at 9% were repaid at maturity of
   December 31, 1999. The notes were collateralized by stock of the Company's
   subsidiaries (except GEC). In connection with the notes, the Company issued
   the note holders warrants to purchase a total of 200,000 shares of the
   Company's common stock at $1.00 per share through June 2002. The warrants
   include a cashless exercise feature and the exercise price may be adjusted in
   certain circumstances, as specified in the agreement. The Company also
   granted 40,000 shares of common stock to a director as a finder's fee in
   connection with the notes. The shares were issued in July 1999. The estimated
   value of the warrants at the date of issuance of $106,000 and the quoted
   value of the shares at the grant date of $50,000 have been accounted for as a
   discount to the notes which has been amortized to expense over the seven-
   month life of the notes.

   At March 31, 2000 and June 30, 1999, the Company owed $200,000 without
   interest to a previous owner of GEC in connection with a non-compete
   agreement. The balance is due in full in May 2000.

   At June 30, 1998, the Company had a $700,000 note payable to a bank, bearing
   interest at a rate of prime plus 1.0% (9.5% at June 30, 1998). The entire
   principal was repaid in full in September 1998 using proceeds from the line
   of credit discussed above.

   At June 30, 1998, the Company had a $250,000 line of credit facility with a
   bank bearing interest at a rate of prime plus 0.5% (9.0% at June 30, 1998)
   and maturing in September 1998. The line of credit was repaid in full in
   September 1998 using proceeds from the line of credit discussed above.

F. LONG-TERM DEBT

   Long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                                             March 31, 2000   June 30, 1999   June 30, 1998
                                                                             --------------  --------------  --------------
                                                                               (Unaudited)
<S>                                                                          <C>             <C>             <C>
        Convertible notes payable, payable in quarterly installments
         totaling $72,000 beginning April 1, 1998, bearing interest at
         10%, maturing March 1, 2001  and collateralized by the
         Company's shares of common stock of Pride Exterior, Inc.
         The notes are convertible into shares of common stock of the
         Company at conversion prices ranging from $3.00 to $4.50 per
         share, subject to adjustment for certain equity transactions.          $      -      $     377,000     $   811,000

        Note payable to a bank, interest at bank base rate (9.50% at June
         30, 1999); collateralized by equipment, inventories, accounts
         receivable and intangibles of GEC.  Due in monthly payments
         of $17,000 plus interest through April 2003.                               615,000         792,000            -

        Capitalized lease obligations                                               499,000            -               -

        Non-interest-bearing notes                                                  263,000            -               -

        Due to former Global Leisure Travel, Inc. shareholder at prime
         plus 2%, due on demand                                                     339,000            -               -

        Notes payable to a company by Global Leisure Travel, Inc., due
         2001, 16% annual interest rate                                           2,490,000            -               -
</TABLE>

                                      F-14
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)

<TABLE>
<CAPTION>

                                                                             March 31, 2000   June 30, 1999   June 30, 1998
                                                                             --------------  --------------  --------------
                                                                               (Unaudited)
<S>                                                                          <C>             <C>             <C>
        Various notes payable to an aircraft finance company, payable
         in varying monthly installments, including interest at prime
         plus 2.0% (9.75% and 10.5% at June 30, 1999 and 1998,
         respectively), maturing December 1998 to June 2000,
         collateralized by certain aircraft and equipment.                             -             53,000         311,000

        Various notes payable to a bank, payable in varying
         installments, including interest at rates ranging from 9.25% to
         9.5%, maturing through December 2002 and collateralized by
         certain aircraft.                                                             -             53,000            -

        Various other notes payable, including $15,000 loan from
         shareholder                                                                 42,000          68,000         241,000
                                                                             --------------      ----------      ----------
        Total                                                                     4,248,000       1,343,000       1,363,000
        Less current maturities of long-term debt                                (1,046,000)       (463,000)       (625,000)
                                                                             --------------      ----------      ----------
        Total long-term debt                                                 $    3,202,000      $  880,000      $  738,000
                                                                             ==============      ==========      ==========
</TABLE>

   Notes payable with due on demand provisions have been classified as a current
   liability in the accompanying balance sheets.

   Maturities of long-term debt as of June 30, 1999 were as follows:

<TABLE>
<CAPTION>
          Year ending June 30,
          --------------------
<S>                              <C>
                 2000            $  463,000
                 2001               470,000
                 2002               230,000
                 2003               180,000
                                 ----------
                                 $1,343,000
                                 ==========
</TABLE>

G. LEASES

   Capital Leases
   --------------

   The Company leases certain machinery and equipment under arrangements
   classified as capital leases. The net book value of machinery and equipment
   recorded under capital leases totaled approximately $540,000, $600,000, and
   $263,000 at March 31, 2000, June 30, 1999 and June 30, 1998, respectively.
   Amortization expense associated with assets held under capital leases is
   included in depreciation and amortization expense for all periods presented.

   Future minimum lease payments at June 30, 1999, together with the present
   value of the minimum lease payments are:

<TABLE>
<CAPTION>
             Years ended June 30,
             --------------------
<S>                                              <C>
             2000                                             $ 219,000
             2001                                               206,000
             2002                                               128,000
             2003                                               123,000
             2004                                                52,000
                                                              ---------
             Total minimum lease payments                       728,000
             Less amount representing interest                 (125,000)
                                                              ---------
             Total present value of minimum lease payments      603,000
             Less current portion                              (164,000)
                                                              ---------
             Long-term obligation                             $ 439,000
                                                              =========
</TABLE>

                                      F-15
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   Operating Leases
   ----------------
   The Company leases various equipment and office and hanger facilities under
   cancelable and non-cancelable rental arrangements. Rental expenses from
   operating leases for the nine months ended March 31, 2000 and 1999 and the
   years ended June 30, 1999, 1998 and 1997 were $905,000, $1,110,000,
   $1,493,000, $1,466,000, and $699,000, respectively.

   At June 30, 1999, the minimum future lease payments for non-cancelable
   operating leases for the next five years and thereafter were as follows:

<TABLE>
<CAPTION>
          Years ending June 30,
          -----------------------
<S>                                 <C>
          2000                      $   755,000
          2001                          552,000
          2002                          463,000
          2003                          411,000
          2004                          388,000
          Thereafter                  8,645,000
                                    -----------
                                    $11,214,000
                                    ===========
</TABLE>

H. COMMITMENTS AND CONTINGENCIES

   In connection with the acquisition of Aero Design discussed in Note C, the
   Company entered into a royalty agreement which provides that the Company will
   pay the former owners of Aero Design a royalty of 2.5% of net revenues
   associated with new product license agreements developed during the seven
   year period beginning with the acquisition date. The royalties earned under
   the agreement were insignificant during all periods presented

   During fiscal year 1999, the Company entered into an agreement with a third
   party firm to provide financial advisory and consulting services to the
   Company. The terms of the agreements provide that the Company will pay the
   firm $125,000 in the event of a successful acquisition, capital infusion,
   financing or similar transaction. The agreement remains effective until
   canceled by either party.

   The Company, in connection with the production of revenue, produces chemical
   waste, which is temporarily stored on the Company's premises. Costs for
   disposal are expensed by the Company as waste is produced. The provision for
   disposal of waste on hand totaled $10,000 and $9,000 as of March 31, 2000 and
   June 30, 1999, respectively, and is included in accrued liabilities in the
   accompanying balance sheet.

   Certain of the Company's subsidiaries are partially self-insured for employee
   medical claims. Insurance with independent insurance carriers is maintained
   to cover medical claims in excess of self-insured limits. The Company's self-
   insured limits vary by month and policy year and are based on various factors
   including the number of employees and dependents covered and certain
   experience factors. In addition to aggregate annual and monthly limitations,
   the Company's exposure is further limited to specific limits per covered
   individual.

   In August 1998, four shareholders of the Company acquired 82,165 shares of
   the Company's common stock from the parties that sold CAS to the Company (see
   Note C). The Company guaranteed a minimum value for the shares of $3.50 per
   share through August 1999 (subsequently extended to March 2000). The
   difference

                                      F-16
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   between the guarantee value and actual stock price may be settled in stock or
   cash at the shareholders' option. The Company records the fair value of the
   guarantee as a liability and expense and adjusts for changes in the fair
   value at each financial statement date. The liability associated with the
   guarantee at March 31, 2000 and June 30, 1999 was $0 and $133,000,
   respectively.

   The parties that sold CAS to the Company filed a lawsuit in fiscal year 1999,
   alleging the Company owed them $2.75 per share for the 82,165 shares referred
   to above related to a stock price guarantee when the Company acquired CAS.
   The Company believes the sellers' actions voided the guarantee and no amounts
   are due. The Company intends to vigorously defend the action.

   A former employee of GEC filed suit against GEC in December 1998, alleging
   that he injured himself on the job due to GEC's negligence. The plaintiff
   sought $155,000 in actual damages plus interest and costs. The suit was
   settled for $14,000 in March 2000.

   The Company is involved in certain other legal proceedings in the normal
   course of business. Management believes none of these matters will have a
   material effect on the Company's results of operations or financial position.

I. STOCK OPTIONS AND WARRANTS

   1997 Stock Option Plan
   ----------------------
   The Company's 1997 Stock Option Plan (the "Option Plan") was adopted by the
   Company's Board of Directors and shareholders in February 1997. The purpose
   of the Option Plan is to provide increased incentives to key employees and
   directors of the Company to render services and exert maximum effort for the
   business success of the Company. The Company has reserved 150,000 shares of
   its common stock for issuance upon exercise of such options.

   The Board of Directors or its Compensation Committee has the authority to
   select key employees and directors to whom stock options are granted as well
   as determining vesting schedules and other terms. The options vest ratably
   over five years and can have a term of up to ten years. The aggregate fair
   market value of the stock with respect to which incentive stock options are
   first exercisable in any calendar year may not exceed $100,000 per incident.
   The exercise price of incentive stock options must not be less than the fair
   market value of the common stock on the date of grant.

   The Company's Board of Directors approved the issuance of 78,000 incentive
   stock options in fiscal year 1998 and 10,000 in fiscal year 1999. Of these,
   59,000 were issued in replacement for and cancellation of previously issued
   options. The exercise price on all the options granted was the market price
   at the date of grant except for options for 50,000 shares which were granted
   at 110% of market price. All of the options were repriced in fiscal 1999 to
   the current market price of $1.69 per share, (except for the 50,000 shares
   which were repriced to $1.86 per share).

   Warrant Issuances
   -----------------
   In connection with a private placement of stock in 1996, the Company issued
   280,000 warrants to investment advisors and other parties. 200,000 warrants
   were issued with an exercise price of $1.00 per share and 80,000 were issued
   to a director with an exercise price of $2.50 per share. These warrants were
   scheduled to expire February 28, 1999. The exercise price and number of
   shares issuable under the warrants are subject to

                                      F-17
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   adjustment for certain equity transactions and other circumstances. The
   warrants also contain a "cashless" exercise feature whereby the warrants may
   be surrendered in exchange for a number of shares to be determined based on
   the difference between the exercise price and the market price for the
   Company's common stock. During fiscal year 1998, holders of the $1.00
   warrants surrendered 144,755 warrants to purchase 129,112 shares of common
   stock. Additional warrants were surrendered to purchase 38,871 shares of
   common stock and the remainder expired in fiscal year 1999. In August 1999,
   the $2.50 warrants were extended to March 31, 2003 and repriced to the
   current market price of $1.69 per share.

   The Company issued 1,150,000 redeemable common stock purchase warrants in
   connection with its IPO discussed in Note J. These warrants entitle the
   holders to purchase, anytime after two years from the effective date of the
   offering, 1.058 shares of common stock per each warrant for $6.52. The
   exercise price and number of shares purchaseable is required to be adjusted
   periodically as a result of the issuance of new warrants or shares of common
   stock at exercise or issue prices lower than the exercise price of the
   warrants. In October 1999, the exercise price of the warrants was adjusted to
   $5.76 and the number of shares purchaseable was adjusted to 1.198 shares per
   warrant. The warrants expire five years from the effective date of the IPO
   and are redeemable at a price of $0.10 per warrant, with consent of the
   underwriter, upon 30 days written notice, provided that the average closing
   bid quotations or sales prices of the common stock equal or exceed $9.49 for
   20 consecutive trading days ending on the tenth day prior to the date on
   which the Company gives notice of redemption. None of the warrants had been
   exercised as of March 31, 2000 or June 30, 1999.

   The Company also sold 100,000 warrants (the "Underwriter's Warrants") to the
   Underwriters of its IPO, for $0.001 per warrant. Each warrant entitles the
   holder to purchase a share of common stock at $9.49 and also to receive an
   Underlying Warrant whose term is identical to the warrants described above
   except that the exercise price is $11.38. The Underwriter's Warrants are
   exercisable for four years beginning one year after the effective date of the
   IPO. None of these warrants had been exercised as of March 31, 2000 or
   June 30, 1999.

   In April 1998, the Board of Directors elected to grant 345,000 warrants to
   officers, directors and consultants of the Company. In addition, the Board
   approved the issuance of warrants to purchase 52,000 shares of common stock
   in replacement for and cancellation of previously issued warrants to purchase
   an aggregate of 52,000 shares of common stock. The original exercise price on
   all the warrants granted was the market price at the date of grant. However,
   the 345,000 warrants were repriced to the current market price of $1.69 per
   share in August 1999.

   During fiscal year 1999, the Company granted warrants to various parties to
   purchase a total of 260,000 warrants at per share prices ranging from $2.13
   to $9.00 and terms ranging from two to five years. The warrants were granted
   for services and were recorded as expense based on the estimated fair values
   of the warrants, which totaled $123,000.

   Additional warrants were issued in fiscal year 1999 in connection with notes
   payable as described in Note E.

   In connection with the acquisition of Global and the issuance of preferred
   stock described in Note C, the company issued warrants that entitle the
   holders to purchase shares of common stock as follows: (1) Series A
   warrants - 750,000 shares at $5.00 per share, (2) Series B warrants -
   3,500,000 shares at $3.00 per share, and (3) Series C warrants - 1,239,750
   shares at $3.00 per share. The warrants are not exercisable until the

                                      F-18
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   Company's shareholders approve the issuance of the warrants and increase the
   authorized number of shares of common stock. The warrants expire on the
   earlier of March 31, 2005 or 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.

   In February 2000, the Company's board of directors granted warrants to
   certain officers and directors to acquire 650,000 shares of common stock at
   $1.50 per share for three years. Warrants to purchase 500,000 of the shares
   are subject to shareholder approval and warrants to purchase 150,000 shares
   are subject to approval of both sets of shareholders in the arrangement
   described in Note Q.

   SFAS No. 123 Information
   ------------------------
   Pro forma information regarding net loss and loss per share is required by
   SFAS No. 123, and has been determined as if the Company had accounted for its
   outstanding stock purchase warrants and employee stock options under the fair
   value method of that statement. The fair value of each warrant and option
   grant is estimated on the date of grant using the Black-Scholes option
   pricing model with the following weighted-average assumptions for 1999, 1998
   and 1997.

<TABLE>
<CAPTION>
                                   1999     1998      1997
                                   -----    -----     -----
<S>                                <C>      <C>       <C>
     Dividend yield                none      none      none
     Risk free interest rate      5.25%     5.74%     6.44%
     Expected volatility          0.85      0.30      0.28
     Expected lives (years)        1.0       5.5       7.0
</TABLE>

   For purposes of pro forma disclosures, the estimated fair value of the
   options is amortized to expense over the vesting period while the estimated
   fair value of the warrants is expensed on the grant date. The Company's pro
   forma net loss and loss per share were as follows for the years ending June
   30, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                          1999           1998          1997
                                      -------------  -------------  -----------
<S>                                   <C>            <C>            <C>
     Net Loss
       As reported                     $(2,305,000)   $(1,638,000)   $(476,000)
                                       ===========    ===========    =========
       Pro forma                       $(2,310,000)   $(2,103,000)   $(480,000)
                                       ===========    ===========    =========
     Loss per share -
       Basic and Diluted
       As reported                     $     (0.67)   $     (0.54)   $   (0.27)
                                       ===========    ===========    =========
       Pro forma                       $     (0.67)   $     (0.69)   $   (0.27)
                                       ===========    ===========    =========
</TABLE>

   A summary of stock purchase warrant transactions and stock option
   transactions under the Option Plan is as follows:

<TABLE>
<CAPTION>

                                              Weighted
                                              Average
                                              Exercise
                                     Number    Price
                                    --------  --------
<S>                                 <C>       <C>
     Outstanding at July 1, 1996        -     $    -
       Granted                        60,500      5.54
       Exercised                        -          -
       Forfeited/Canceled             (4,000)     5.75
                                    --------  --------
     Outstanding at June 30, 1997     56,500     $5.53
       Granted                       513,000      3.96
       Exercised                        -          -
       Forfeited/Canceled            (99,500)     6.86
                                    --------  --------
</TABLE>

                                      F-19
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


<TABLE>
<CAPTION>

                                              Weighted
                                              Average
                                              Exercise
                                     Number    Price
                                    --------  --------
<S>                                 <C>       <C>

     Outstanding at June 30, 1998    470,000      3.54
       Granted                       470,000      2.89
       Repriced - previous          (435,000)     3.50
       Repriced - new                435,000      1.69
       Exercised                        -          -
       Forfeited/Canceled            (33,000)     3.50
                                    --------  --------
     Outstanding at June 30, 1999    907,000  $   2.33
                                    ========  ========
</TABLE>

<TABLE>
<CAPTION>

                                              Weighted
                                              Average
                                              Exercise
                                     Number    Price
                                    --------  --------
<S>                                 <C>       <C>
     Exercisable Warrants
     and Options:
       June 30, 1997                  19,300     $5.10
                                     =======     =====
       June 30, 1998                 396,600     $3.50
                                     =======     =====
       June 30, 1999                 841,000     $2.33
                                     =======     =====
</TABLE>

<TABLE>
<CAPTION>

                                                                                           Exercise
                                                       Exercise Price  Exercise Price        Price
                                                         Less than       Equal to        Greater than
                                                       Market Price    Market Price      Market Price
                                                       --------------  --------------    --------------
<S>                                                    <C>             <C>               <C>
        Weighted average fair value of warrants
        and options granted during the years ended:
             June 30, 1997                             $     -         $         1.85    $     -
                                                       ==============  ==============    ==============
             June 30, 1998                             $     -         $         1.57    $     -
                                                       ==============  ==============    ==============
             June 30, 1999                             $         0.53  $         0.71    $         0.31
                                                       ==============  ==============    ==============
</TABLE>

   The following table summarizes information about the stock purchase warrants
   and the fixed price stock options outstanding June 30, 1999. All the warrants
   and approximately 22,000 of the options are exercisable at June 30, 1999.

<TABLE>
<CAPTION>
                                      Weighted
                                       Average     Weighted
                                      Remaining    Average
                    Outstanding at   Contractual   Exercise
Exercise Prices:    June 30, 1999   Life (months)   Price
------------------  --------------  -------------  --------
<S>                 <C>             <C>            <C>
$1.00 - $1.69              635,000            48      $1.47
$2.13 - $3.00              110,000            54      $2.21
$3.50 - $5.50               82,000            51      $4.23
$6.00 - $9.00               80,000            34      $7.31
</TABLE>

                                      F-20
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


J. SHAREHOLDERS' EQUITY

   Initial Public Offering
   -----------------------
   On August 19, 1997, the Company closed an initial public offering of its
   common stock and redeemable common stock purchase warrants. The Company sold
   1,150,000 shares of common stock at a price of $5.75 per share and 1,150,000
   common stock purchase warrants at a price of $0.10 per warrant. Proceeds from
   the stock offering totaled $5,180,000, net of approximately $1,548,000 of
   associated underwriting discounts and offering expenses.

   Preferred Stock
   ---------------
   The Company has 5,000,000 shares of preferred stock authorized, none of which
   were issued at June 30, 1999. The preferred stock may be issued in series and
   with rights and preferences as determined by the Company's Board of
   Directors. As of March 31, 2000, the Company has designated (1) 2,000 shares
   of Series A convertible voting preferred stock, of which 1,650 shares were
   outstanding; and (2) 3,000 shares of Series B preferred stock of which 2,100
   shares were outstanding. The Series A and Series B preferred shares were
   issued in connection with the acquisition of Global (Note C). The Series A
   and Series B preferred shares each have a liquidation preference of $10,000
   per share. The shares were recorded at their estimated fair values of
   $10,500,000 for the Series A and $21,000,000 for the Series B.

   If declared by the board of directors, dividends on the Series A and Series B
   preferred shares will be paid quarterly at an annual rate of 9% and 12%,
   respectively on the liquidation preference amounts. The Company has the right
   to redeem all or part of the outstanding Series A preferred stock at any time
   on or before September 30, 2000. The redemption price per share will be
   $10,000 plus all accrued unpaid dividends, calculated through the date of
   redemption. Holders of Series A preferred stock have the right to convert
   their stock into shares of common stock at any time after October 31, 2000,
   or earlier if the Company has exercised its right to redeem the stock. In
   addition, the Company has the right to require conversion of the Series A
   preferred stock into  shares of common stock at any time. This right of the
   Company terminates when the Company completes a new common stock, preferred
   stock or debt financing after consummation of the arrangement described in
   Note Q that provides new gross cash proceeds of at least $25,000,000. The
   conversion price is the greater of $6 or the arithmetic mean of the closing
   bid prices of the common stock for the 21 trading days preceding the date of
   conversion. The Company has the right to redeem all or part of the
   outstanding Series B preferred stock at any time after February 28, 2001.
   Additionally, the Company is required to redeem shares of the outstanding
   Series B preferred stock from and to the extent of the net cash proceeds from
   the sale of any assets of Aviation Group other than in the ordinary course of
   business or any public debt or equity securities offering after completion of
   the arrangement described in Note Q. The Series B preferred stock will be
   redeemed at a price per share equal to $10,000, plus all accrued unpaid
   dividends, calculated through the date of redemption.

K. RELATED PARTY TRANSACTIONS

   The Company has a consulting arrangement with a member of the Board of
   Directors. The consulting arrangement provides for monthly fees of $4,000 and
   reimbursement of certain expenses. The term of the current agreement extends
   through February 2000. Fees paid under this arrangement totaled $32,000,
   $36,000, $48,000, $59,200 and $50,250 for the nine-month periods ended
   March 31, 2000 and 1999 and the years ended June 30, 1999 , 1998 and 1997,
   respectively.

   In connection with the acquisition of Aero Design in fiscal year 1998, the
   Company paid $25,000 in fees and issued 20,000 common stock warrants to RAS
   Securities, a company affiliated with a member of the Company's Board of
   Directors.

   During the nine month period ended March 31, 2000, two officers and directors
   of the Company loaned the Company a total of $305,000 for working capital.
   The loans were repaid in March 2000. In connection with the loans, the
   individuals were granted warrants to purchase a total of approximately
   102,000 shares of common stock at $1.00 per share anytime for three years.

   Other related party transactions are described in Notes E, H and I.

L. PROVISION FOR INCOME TAXES

   The (provision) benefit for income taxes consist of the following components:

<TABLE>
<CAPTION>
                                           1999        1998        1997
                                        -----------  ---------  ----------
<S>                                     <C>          <C>        <C>
Current                                  $    -       $   -      $(20,000)
Deferred                                  (199,000)    359,000     72,000
                                         ---------    --------   --------
(Provision) benefit for income taxes     $(199,000)   $359,000   $ 52,000
                                         =========    ========   ========
</TABLE>

                                      F-21
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   The following is a reconciliation of taxes computed at the federal statutory
   rate to the provision for income taxes included in the financial statements:

<TABLE>
<CAPTION>
                                                              1999         1998        1997
                                                           -----------  ----------  ----------
<S>                                                        <C>          <C>         <C>
Tax benefit computed by applying federal statutory rate     $ 716,000   $ 679,000    $179,000
Expenses not deductible for tax purposes (a)                  (74,000)    (71,000)    (88,000)
Other                                                            -         52,000     (39,000)
Valuation allowance                                          (841,000)   (301,000)       -
                                                            ---------   ---------    --------
Provision (benefit) for income taxes                        $(199,000)  $ 359,000    $ 52,000
                                                            =========   =========    ========
</TABLE>

     (a)  Principally goodwill amortization.

   Deferred tax assets and liabilities consisted of the following at June 30:

<TABLE>
<CAPTION>
Assets:                                                  1999         1998
                                                     ------------  -----------
<S>                                                  <C>           <C>
  Net operating loss carryforward                    $ 1,548,000   $  984,000
Investment tax credits                                    81,000       81,000
Other                                                    114,000       88,000
                                                     -----------   ----------
                                                       1,743,000    1,153,000
Less: Valuation allowance                             (1,223,000)    (382,000)
                                                     -----------   ----------
Total deferred tax assets                                520,000      771,000
                                                     -----------   ----------
Deferred tax liabilities - property and equipment       (520,000)    (571,000)
                                                     -----------   ----------
Net deferred tax assets                              $      -      $  200,000
                                                     ===========   ==========
</TABLE>

   For income tax purposes, the Company has available at June 30, 1999, unused
   federal net operating loss carryforwards (NOL) of approximately $4,900,000,
   which may be applied against future taxable income of the Company, expiring
   in various years from 2005 to 2019. The NOL related to businesses acquired
   are subject to certain annual limitations on their usage. The Company's
   valuation allowance against deferred tax assets increased from $382,000 at
   June 30, 1998 to $1,223,000 at June 30, 1999 due to an increase in the NOL
   and to a change in the Company's assessment as to the likelihood of
   utilization of the NOL in the future. Under the Internal Revenue Code, the
   utilization of the NOL could be limited if certain changes in ownership of
   the Company's common stock were to occur.

M. EMPLOYEE BENEFIT PLAN

   The Company sponsors a defined contribution ("401(k)") employee benefit plan,
   which is open to all employees meeting certain age and length of service
   requirements. Employees may contribute up to 15% of their compensation to the
   plan subject to statutory limits. Employer contributions to the plan are
   discretionary and no employer contributions have been made to date.

N. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

   Substantially all of the Company's accounts receivable at June 30, 1999 and
   1998, resulted from sales to third party companies in the airline industry.
   This concentration of customers may impact the Company's overall

                                      F-22
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)


   credit risk either positively or negatively, in that these entities may be
   similarly affected by changes in economic or other conditions. The Company
   believes that the risk is mitigated by the size, reputation and nature of its
   customers. A significant portion of the Company's accounts receivable at
   March 31, 2000 result from travel-related sales and are due from various
   customers and retail travel agents. Although the Company generally does not
   require collateral or other security to support customer receivables, it may
   have certain rights, such as the ability to place liens on aircraft services,
   in the event of nonpayment by its customers.

   During the year ended June 30, 1999, the Company derived approximately 16%
   and 15% of its revenues from United Airlines and Federal Express, customers
   of its overhaul and service division. During the year ended June 30, 1998,
   the Company derived approximately 34% and 13% of its revenues from United
   Airlines and Boeing, respectively, customers of its overhaul and service
   division. During the year ended June 30, 1997, the Company derived
   approximately 75% of its revenues from United Airlines.

   Accounts receivable from two customers at June 30, 1999 represented
   approximately 29% of the total accounts receivable.

O. BUSINESS SEGMENT INFORMATION

   The following table summarizes financial information by the Company's three
   business segments and corporate for fiscal years 1999 and 1998 and the nine
   months ended March 31, 2000 and 1999. The Company's other two business
   segments were discontinued as described in Note P.

<TABLE>
<CAPTION>
                                     Nine Months Ended
                                         March 31,                       Years Ended June 30,
                                  -------------------------     ----------------------------------------
                                     2000          1999           1999            1998          1997
                                  -----------   -----------    -----------     -----------    ----------
<S>                               <C>           <C>            <C>             <C>            <C>
Net revenues:
 Painting and maintenance         $ 6,770,000   $ 8,937,000    $11,162,000     $10,729,000    $8,096,000
 Manufacturing                      2,589,000     3,004,000      3,935,000         314,000          -
 Corporate                               -            -               -               -             -
                                  -----------   -----------    -----------     -----------    ----------
 Total                            $ 9,359,000   $11,941,000    $15,097,000     $11,043,000    $8,096,000
                                  ===========   ===========    ===========     ===========    ==========
Operating income (loss):
 Painting and maintenance         $  (618,000)  $   617,000    $   443,000     $   178,000    $  258,000
 Manufacturing                        (90,000)      299,000        187,000         155,000          -
 Corporate                         (1,325,000)   (1,486,000)    (1,818,000)     (1,506,000)     (482,000)
                                  -----------   -----------    -----------     -----------    ----------
 Total                            $(2,003,000)  $  (570,000)   $(1,188,000)    $(1,173,000)   $ (224,000)
                                  ===========   ===========    ===========     ===========    ==========
Total assets:
 Painting and maintenance         $ 4,201,000   $ 3,986,000    $ 4,382,000     $ 4,226,000    $4,006,000
 Manufacturing                      4,736,000     4,617,000      2,196,000       1,898,000          -
 Travel                            62,912,000          -              -               -             -
 Corporate                            526,000       617,000        454,000         980,000       542,000
                                  -----------   -----------    -----------     -----------    ----------
 Total                            $72,375,000   $ 9,220,000    $ 7,032,000     $ 7,104,000    $4,548,000
                                  ===========   ===========    ===========     ===========    ==========
Depreciation and amortization
 Painting and maintenance                                      $   442,000     $   435,000    $  401,000
 Manufacturing                                                     210,000          22,000          -
 Corporate                                                          22,000           7,000         1,000
                                                               -----------     -----------    ----------
 Total                                                         $   674,000     $   464,000    $  402,000
                                                               ===========     ===========    ==========
</TABLE>

                                      F-23
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)

<TABLE>
<CAPTION>
                                     Nine Months Ended
                                         March 31,                       Years Ended June 30,
                                  -------------------------     ----------------------------------------
                                     2000          1999           1999            1998          1997
                                  -----------   -----------    -----------     -----------    ----------
<S>                               <C>           <C>            <C>             <C>            <C>
Capital expenditures
(including capital leases):
  Painting and maintenance                                     $   592,000     $   291,000    $  336,000
  Manufacturing                                                     87,000            -             -
  Corporate                                                         29,000          66,000        13,000
                                                               -----------     -----------    ----------
  Total                                                        $   708,000     $   357,000    $  349,000
                                                               ===========     ===========    ==========
</TABLE>

   There were no significant intersegment sales or transfers for any period.
   Operating income by business segment excludes interest and other
   miscellaneous income and interest expense. Corporate assets consist primarily
   of cash and cash equivalents and prepaid expenses.

P. SALE OF DISCONTINUED BUSINESS SEGMENTS

   In December 1999, the Company sold its Tri-Star Airline Services ground
   handling subsidiary operations for $1,500,000, which resulted in a gain on
   disposal of $1,166,000. On February 8, 2000 the Company sold its Casper Air
   Service general aviation fixed base operations for $200,000 and the
   assumption of $600,000 in accounts payable, which resulted in an estimated
   loss on disposal of $566,000. Both businesses were sold to unrelated third
   parties. The Company retained the current assets of each entity and certain
   aircraft of Casper. The revenues of these two business segments during the
   periods presented were as follows:

<TABLE>
<CAPTION>
               Nine Months Ended               Years Ended June 30,
            ------------------------   ------------------------------------
                2000         1999         1999         1998         1997
            -----------   ----------   ----------   ----------   ----------
<S>         <C>           <C>          <C>          <C>          <C>
Casper       $1,689,000   $4,548,000   $5,903,000   $5,739,000   $     -
Tri-Star     $  766,000   $1,124,000   $1,553,000   $1,462,000   $1,073,000
</TABLE>

   As discussed in Note B, the results of operations of the disposed businesses
   have been reclassified and shown as income (loss) from discontinued
   operations on the statements of operations for the years ended June 30 1999,
   1998 and 1997.

Q. PROPOSED BUSINESS COMBINATION

   On May 3, 2000, the Company entered into an agreement to effect an
   arrangement with travelbyus.com ltd. ("TBU"). The arrangement with TBU is to
   involve the issuance of new shares of common stock to the TBU shareholders,
   which will result in the TBU shareholders owning approximately 94% of the
   ongoing company.

   The arrangement with TBU is subject to approval of the shareholders of the
   Company and TBU and approval of an Ontario court. If the arrangement with TBU
   is approved, the Company anticipates it will attempt to sell the remaining
   non-travel related assets of the Company. Two directors of the Company will
   receive bonuses totaling $450,000 upon the earlier of the sale of these
   assets or January 2, 2001. In addition, if the arrangement is approved,
   certain directors of the Company will be entitled to exercise warrants to
   purchase an aggregate of 150,000 shares of the Company's common stock at
   $1.50 per share after completion of the arrangement. Following completion of
   the arrangement, the Company could be required to redeem Series B preferred
   stock in certain circumstances as described in Note J.

R. PRIOR PERIOD ADJUSTMENTS AND RESTATEMENTS

   Certain errors, resulting in the misstatement of previously reported assets,
   liabilities, income and expenses as of, and for the nine month period ended
   March 31, 1999 resulted in the following changes to total assets, total
   liabilities, accumulated deficit and net loss.

                                      F-24
<PAGE>

                     AVIATION GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (The period subsequent to June 30, 1999 is unaudited)

<TABLE>
<CAPTION>

                                                  As of March 31, 1999             Nine Months
                                        -----------------------------------------     Ended
                                            Total         Total     Accumulated   March 31, 1999
                                           Assets      Liabilities    Deficit        Net Loss
                                        -------------  -----------  -------------  ---------------
<S>                                     <C>            <C>          <C>            <C>
As previously reported                   $14,657,000    $8,220,000   $(3,050,000)     $  (674,000)
Adjustment for effect of
 share price guarantee                             -       136,000      (136,000)        (136,000)
Adjustment for value of
   warrants issued for services                    -             -      (123,000)        (123,000)
Adjustment to correct tax
   provision                                (369,000)            -      (369,000)        (369,000)
                                         -----------    ----------   -----------      -----------
As restated                              $14,288,000    $8,356,000   $(3,678,000)     $(1,302,000)
                                         ===========    ==========   ===========      ===========
</TABLE>

   Loss per share results previously reported for the nine month period ended
   March 31, 1999 have been restated as a result of the items identified above
   as follows:

<TABLE>
<S>                                          <C>
        Net loss per share as previously reported     $  (0.20)
        Effect of errors                                 (0.18)
                                                      --------
        Net loss per share as restated                $  (0.38)
                                                      ========
</TABLE>



                            ************************

                                      F-25
<PAGE>

Report of Independent Certified Public Accountants



To the Board of Directors of
Global Leisure Travel, Inc.


We have audited the accompanying consolidated balance sheets of Global Leisure
Travel, Inc. and Subsidiaries (the "Company") for the years ended December 31,
1999 and 1998 and the related consolidated statements of loss, stockholders'
deficit and cash flows for each of the three years in the period ended December
31, 1999.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Global
Leisure Travel, Inc. and Subsidiaries as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with generally accepted
accounting principles.

As discussed in Note 2 to the financial statements, the Company has been
acquired by Aviation Group, Inc. in accordance with the acquisition and Merger
Agreement dated March 17, 2000.

/s/ BDO Seidman, LLP

March 31, 2000

                                      F-26
<PAGE>

<TABLE>
<CAPTION>
                                                                           Global Leisure Travel, Inc. and Subsidiaries

                                                                                            Consolidated Balance Sheets

=======================================================================================================================

December 31,                                                                           1999                 1998
-----------------------------------------------------------------------------------------------------------------------

ASSETS

Current Assets
<S>                                                                                 <C>                  <C>
 Cash and cash equivalents                                                            $    349,883         $    212,854
 Restricted cash                                                                         1,953,535            1,893,783
 Accounts receivable, net of allowance for doubtful accounts of                          1,034,632              674,115
  $46,062 in 1999, and $45,000 in 1998
 Accounts receivable from related party                                                     71,800               35,593
 Prepaid tour costs                                                                      1,905,142            2,358,510
 Prepaid and other assets                                                                  311,633              868,566
-----------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                     5,626,625            6,043,421

Property and Equipment, net                                                              2,967,664

Intangible Assets, net                                                                   3,217,533            4,723,464

Investments                                                                                      -              221,328
-----------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                          $  9,482,776         $ 13,955,877
=======================================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Checks issued in excess of deposits                                                  $    730,251         $  3,242,196
 Accounts payable                                                                        8,197,820            9,503,014
 Customer deposits                                                                       5,585,142           10,385,021
 Accrued tour costs                                                                      2,110,866            2,565,480
 Accrued expenses and other liabilities                                                  1,445,305            2,185,311
 Current portion of long-term debt                                                       9,981,219            1,221,304
 Notes payable to related parties                                                       15,764,319            9,415,000
 Net current liabilities of discontinued operations                                              -              938,431
-----------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                               43,814,922           39,455,757

Long-Term Debt, less current portion                                                       265,188              285,000
-----------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                       44,080,110           39,740,757
-----------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Deficit
 Common stock, no par value, 20,000,000 shares authorized,
         4,000,000 shares issued and outstanding                                             1,000                1,000
 Accumulated deficit                                                                   (34,598,334)         (25,785,880)
-----------------------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                            (34,597,334)         (25,784,880)
-----------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                           $  9,482,776         $ 13,955,877
=======================================================================================================================
                                                                        See accompanying notes to financial statements.

</TABLE>

                                      F-27
<PAGE>

<TABLE>
<CAPTION>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                        Consolidated Statements of Loss

=======================================================================================================================

Year ended December 31,                                            1999                 1998                 1997
-----------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                  <C>                  <C>
Net Commission Revenue                                           $  9,438,301         $ 11,906,394         $ 10,854,284

Selling, General and Administrative Expenses                      (16,964,862)         (18,954,168)         (16,384,573)

Impairment of Reservation System                                   (3,473,337)                   -                    -

Impairment of Goodwill                                               (929,664)                   -                    -
-----------------------------------------------------------------------------------------------------------------------

Loss from Operations                                              (11,929,562)          (7,047,774)          (5,530,289)

Other Income (Expense)
 Interest income                                                       91,675               73,451                    -
 Interest expense                                                  (5,262,680)            (578,288)              (7,716)
 Other                                                                 46,691                5,566                    -
-----------------------------------------------------------------------------------------------------------------------

Total Other Expense                                                (5,124,314)            (499,271)              (7,716)
-----------------------------------------------------------------------------------------------------------------------

Net Loss From Continuing Operations                               (17,053,876)          (7,547,045)          (5,538,005)
-----------------------------------------------------------------------------------------------------------------------

Discontinued Operations
 Gain (loss) from discontinued operations                            (260,521)             980,083              510,415
 Gain on dispositions                                               8,501,943                    -                    -
-----------------------------------------------------------------------------------------------------------------------

Income From Discontinued Operations                                 8,241,422              980,083              510,415
-----------------------------------------------------------------------------------------------------------------------

Net Loss                                                         $ (8,812,454)        $ (6,566,962)        $ (5,027,590)
=======================================================================================================================

Net income (loss) per share
 From continuing operations                                      $      (4.26)        $      (1.89)        $      (1.38)
 From discontinued operations                                    $       2.06         $       0.25         $       0.12
-----------------------------------------------------------------------------------------------------------------------

Net loss per share                                               $      (2.20)        $      (1.64)        $      (1.26)

Weighted average shares outstanding, restated for stock
 dividend                                                           4,000,000            4,000,000            4,000,000
=======================================================================================================================

Supplemental Information (Unaudited)
 Gross Travel Bookings                                           $ 91,963,165         $103,235,121         $ 56,086,792
=======================================================================================================================
                                                                        See accompanying notes to financial statements.
</TABLE>

                                      F-28
<PAGE>

<TABLE>
<CAPTION>
                                                                           Global Leisure Travel, Inc. and Subsidiaries

                                                                       Consolidated Statements of Stockholders' Deficit

=======================================================================================================================


                                                 Common Stock                                       Total
                                     -----------------------------------     Accumulated        Stockholders'
                                           Shares           Amount             Deficit             Deficit
---------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>                <C>                 <C>
Balance at January 1, 1997                  4,000,000             $1,000       $(14,191,328)       $(14,190,328)

 Net loss                                           -                  -         (5,027,590)         (5,027,590)
---------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997                4,000,000              1,000        (19,218,918)        (19,217,918)

 Net loss                                           -                  -         (6,566,962)         (6,566,962)
---------------------------------------------------------------------------------------------------------------

Balance at December 31, 1998                4,000,000              1,000        (25,785,880)        (25,784,880)

 Net loss                                           -                  -         (8,812,454)         (8,812,454)
---------------------------------------------------------------------------------------------------------------

Balance at December 31, 1999                4,000,000             $1,000       $(34,598,334)       $(34,597,334)
===============================================================================================================
                                                                See accompanying notes to financial statements.
</TABLE>

                                      F-29
<PAGE>

<TABLE>
<CAPTION>
                                                                           Global Leisure Travel, Inc. and Subsidiaries

                                                                                  Consolidated Statements of Cash Flows

=======================================================================================================================

                                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Year ended December 31,                                           1999                 1998                 1997
-----------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>                  <C>                  <C>
 Net loss for the year                                           $ (8,812,454)         $(6,566,962)         $(5,027,590)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Depreciation and amortization                                    1,003,846              639,545              558,305
   Impairment of goodwill                                             929,664                    -                    -
   Impairment of fixed asset                                        3,473,337                    -                    -
   Change in net assets and liabilities of discontinued              (938,411)             147,826             (572,353)
    operations
 Change in assets and liabilities
  Restricted cash                                                     (59,752)          (1,475,309)            (107,041)
  Accounts receivable                                                (396,724)             244,180               87,253
  Prepaid and other assets                                          1,010,301              335,424             (634,756)
  Customer deposits                                                (4,799,879)             498,018            1,966,387
  Accounts payable                                                 (3,817,139)           3,298,957            1,979,648
  Accrued tour costs                                                 (454,614)            (128,450)             584,111
  Accrued expenses and other liabilities                             (745,006)            (658,751)             885,510
-----------------------------------------------------------------------------------------------------------------------

Net Cash Used by Operating Activities                             (13,606,831)          (3,665,522)            (280,526)
-----------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Payment for trade name purchase                                            -             (130,000)                   -
 Additions to land, building and equipment                         (1,468,188)          (2,148,632)            (460,106)
 Other                                                               (103,702)              93,697               (6,410)
-----------------------------------------------------------------------------------------------------------------------

Net Cash Used by Investing Activities                              (1,571,890)          (2,184,935)            (466,516)
-----------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from borrowings on debt                                  19,582,784              607,500            1,600,000
 Payments on debt                                                 (10,245,232)          (1,187,064)            (239,380)
 Proceeds from borrowings from related parties                     26,016,334            6,395,000                    -
 Payments on notes payable to related parties                     (19,665,687)                   -             (315,000)
 Payments under capital lease obligation                             (372,449)             (90,194)             (43,802)
-----------------------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                          15,315,750            5,725,242            1,001,818
-----------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents                  137,029             (125,215)             254,776

CASH AND CASH EQUIVALENTS, beginning of year                          212,854              338,069               83,293
-----------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year                           $    349,883          $   212,854          $   338,069
=======================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Cash paid for interest                                          $  1,575,000          $   538,000          $   142,000
 Assets acquired by capital lease                                $          -          $   425,718          $         -
 Pushdown of GLT debt                                            $          -          $ 3,020,000          $         -
 Exchange of asset for debt relief                               $    221,328          $         -          $         -
=======================================================================================================================
                                                                        See accompanying notes to financial statements.
</TABLE>

                                      F-30
<PAGE>

<TABLE>
                                                                           Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 1:                   Nature of Operations - Global Leisure Travel, Inc. ("GLT" or "the Company")
Description of Business   is primarily engaged in wholesale and retail travel for both domestic and
and Summary of            international destinations.  Packages created by the Company, including
Significant Accounting    airline seats, hotel accommodations, automobile rentals and other land
Policies                  components, are contracted with the vendors and primarily marketed directly
                          to retail travel agents.

                          Principles of Consolidation and Basis of Presentation - The consolidated
                          financial statements include the accounts of GLT and its wholly owned
                          subsidiaries:  Sunmakers, Inc. ("Sunmakers"), KWTI Company ("KWTI"), Firstrav
                          International, Inc., Cruise Alaska Tours, Inc. ("CAT") and AOI, Inc. ("AOI").
                          Jetset Tours, Inc. and Maupintour were wholly owned subsidiaries until their
                          respective sales in late 1999. All significant intercompany balances and
                          transactions have been eliminated in consolidation.

                          Effective February 28, 1997, the Company was purchased by Global Leisure,
                          Inc. for $2.7 million in cash and notes.  The accompanying financial
                          statements have been prepared on the historical cost basis, with the $18
                          million excess of Global Leisure, Inc.'s purchase price over the net assets
                          acquired remaining on Global Leisure, Inc.'s books.

                          On December 22, 1998, Global Leisure Travel, Inc. entered into an agreement
                          to sell 95% of its common stock to Genesis Diversified Investments, Inc.
                          ("Genesis"). The accompanying financial statements have been prepared on the
                          historical cost basis, with the $27 million excess of Genesis' purchase price
                          over the historical cost of net assets acquired on Genesis' books

                          Cash and Cash Equivalents - The Company considers all highly liquid
                          investments purchased with an original maturity of three months or less to be
                          cash equivalents.  Receivables from credit cards are treated as cash
                          equivalents.

                          Property and Equipment - Property and equipment are stated at cost less
                          accumulated depreciation.  Depreciation is computed using the straight-line
                          method over the estimated useful lives of three to five years.

                          Impairment of Long-Lived Assets - In accordance with the provisions of
                          Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
                          the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed
                          of", management of the Company reviews the carrying value of its equipment
                          and intangible assets on a regular basis.  Estimated undiscounted future cash
                          flows from operations are compared to current carrying value.  Reductions or
                          reserves against assets, if necessary, are recorded to the extent the net
                          book value of the asset exceeds the estimate of future undiscounted cash
                          flows.
</TABLE>

                                      F-31
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 1:                   Intangible Assets - The excess purchase price of subsidiaries over the fair
Description of Business   market value of net assets acquired is recorded as an intangible asset and is
and Summary of            being amortized using the straight-line method over 15 years.
Significant Accounting
Policies                  Revenue Recognition - In November 1999 the Emerging Issues Task Force
(continued)               ("EITF") of the Financing Accounting Standards Board issued a discussion
                          paper EITF 99-19, Reporting Revenue Gross Versus Net, which has not yet been
                          finalized and in December 1999, the U.S. Securities and Exchange Commission
                          issued Staff Accounting Bulletin No. 101 - Revenue Recognition in Financial
                          Statements, both of which covered and included guidelines for determining the
                          appropriateness of gross versus net revenue reporting practices specifically
                          in the e-commerce and travel sectors.  The guidelines contained therein focus
                          on determining whether the company in substance acts as principal, agent or
                          broker in a transaction, whether it takes title to the products, and whether
                          it assumes the risks and rewards of ownership.  The Company has considered
                          these very recent developments in determining its revenue recognition and
                          reporting policies and believes its current policies are consistent with this
                          guidance, however, it is possible that these evolving standards may allow or
                          require the Company to amend its practices for the recognition and reporting
                          of revenue.

                          Net revenues consist primarily of markups on travel packages.  The Company
                          generally recognizes net revenue when earned on the date of travel net of all
                          cancellations and charges to reservations booked.

                          Customer deposits represent unearned revenues and are initially recorded as
                          customer deposit liabilities on the balance sheet when received.  Customer
                          deposits are subsequently recognized as revenue, generally upon the month of
                          travel.

                          Investments - The Company accounts for its investments in which it has
                          significant influence, but not control (generally represented by ownership of
                          more than 20% but less than 50% of the entity's outstanding common stock)
                          using the equity method of accounting.  See Note 6 for details on the sale of
                          investment during 1999.


</TABLE>

                                      F-32
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 1:                   Advertising Costs - Advertising costs, consisting primarily of brochures,
Description of Business   printing and postage expenditures, are amortized over the period the tour
and Summary of            departs.  Recognition of advertising costs is in conformance with the
Significant Accounting    provisions of The American Institute of Certified Public Accountants
Policies                  Statement of Position 93-7, "Reporting of Advertising Costs".  Advertising
(continued)               costs of approximately $900,000 in 1999, $3.0 million in 1998, and $2.2
                          million in 1997 are included in the accompanying Consolidated Statements of
                          Loss.  Prepaid expenses includes prepaid advertising costs of $0 and $400,000
                          at December 31, 1999 and 1998, which will be reflected as an expense during
                          the period benefited.

                          Income Taxes - The Company accounts for income taxes in accordance with the
                          provisions of Statement of Financial Accounting Standards ("SFAS") No. 109,
                          "Accounting for Income Taxes".  SFAS 109 requires the recognition of deferred
                          tax assets and liabilities for the expected future tax consequences of
                          temporary differences between the financial statement carrying amounts and
                          the tax basis of assets and liabilities.  Deferred taxes are determined using
                          enacted tax rates expected to be in effect in the years in which the
                          temporary differences are expected to reverse.

                          Fair Value of Financial Instruments - Carrying amounts reported in the
                          balance sheet for cash and cash equivalents, restricted cash, accounts
                          receivable, prepaid tour costs, prepaid and other current assets, accounts
                          payable and accrued expenses approximate fair value because of their
                          immediate or short-term nature.  The fair value of long-term debt
                          approximates its carrying value because the stated rates of the debt either
                          reflect recent market conditions or are variable in nature.

                          Accounting Estimates - The presentation of financial statements in conformity
                          with generally accepted accounting principles requires management to make
                          estimates and assumptions that affect the reported amounts of assets and
                          liabilities, disclosure of contingent assets and liabilities at the date of
                          the financial statements, and the reported amounts of revenues and expenses
                          during the reporting period.  Actual results could differ from those
                          estimates.

                          Basic and Diluted Net Income (Loss) per Common Share - Basic earnings per
                          share is computed by dividing net income by the weighted average number of
                          common shares outstanding during the period.  Diluted earnings per share is
                          computed by dividing net loss, as adjusted, by the weighted average number of
                          shares of common stock, common stock equivalents and other potentially
                          dilutive securities outstanding during each period.  All per share
                          information has been restated to reflect the stock dividend declared on
                          December 22, 1998.

</TABLE>

                                      F-33
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>

NOTE 1:                   Reclassifications - Certain reclassifications have been made to the prior
Description of Business   years' financial statements to conform to the current year's presentation.
and Summary of
Significant Accounting    New Accounting Standards - In July 1999, the Financial Accounting Standards
Policies                  Board (the "FASB") issued SFAS No. 137, "Accounting for Derivative
(continued)               Instruments and Hedging Activities - Deferral of Effective Date of FASB No.
                          133".  The Statement defers for one year the effective date of SFAS No. 133,
                          "Accounting for Derivative Instruments and Hedging Activities".  The rule now
                          will apply to fiscal quarters of fiscal years beginning after June 15, 2000.
                          SFAS No. 133, issued in June 1998, establishes accounting and reporting
                          standards requiring that every derivative instrument (including certain
                          derivative instruments embedded in other contracts) be recorded in the
                          balance sheet as either an asset or liability measured at its fair value.
                          SFAS No. 133 requires that changes in the derivative's fair value be
                          recognized currently in earnings unless specific hedge accounting criteria
                          are met.  SFAS 133 is effective for fiscal years beginning after June 15,
                          1999.  Management has considered the impact of this statement, and believes
                          it does not have a material impact upon the Company's results of operations
                          or financial position.

                          In March 1998, the American Institute of Certified Public Accountants (the
                          "AICPA") issued Statement of Position 98-1 "Accounting for the Costs of
                          Computer Software Developed or Obtained for Internal Use," ("SOP 98-1").  SOP
                          98-1 requires the Company to capitalize internal computer software costs once
                          the capitalization criteria are met.  SOP 98-1 is effective January 1, 1999,
                          and is applied to all projects in progress upon initial application.  Based
                          on the adoption of SOP 98-1, the Company capitalized approximately $1.7
                          million and $2.0 million related to the Company's internal reservation
                          systems during the years ended December 31, 1999 and 1998.  Capitalized
                          software is amortized on a straight-line basis over a five-year period.  See
                          Note 4 for details on reservation system impairment losses recognized in 1999.

</TABLE>

                                      F-34
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>

NOTE 1:                   Supplemental Information on Gross Travel Bookings (unaudited) - Gross travel
Description of Business   bookings represent the total purchase price of all travel products and
and Summary of            services booked by the Company.  This information does not affect the
Significant Accounting    Company's reported operating results.  Disclosure of gross travel bookings is
Policies                  not required by generally accepted accounting principles in the United
(continued)               States.  Gross travel bookings are not included in revenues or operating
                          results, and should not be considered in isolation or as a substitute for
                          other information prepared in accordance with generally accepted accounting
                          principles.  Management believes that gross travel bookings provide more
                          consistent comparison between historical periods than do online revenues and
                          commissions.  In addition, management believes that gross travel bookings are
                          meaningful because such information and, in particular, year-to-year changes
                          in such information, are a useful measure of market and product acceptance.

NOTE 2:                   The Company continues to have significant operating losses, working capital
Financial Condition,      deficiencies and has not been able to generate adequate cash to meet its
Liquidity and             obligations.
Subsequent Events
                          In March 2000, the Company entered into an agreement to be acquired by
                          Aviation Group, Inc. ("Aviation").  The acquisition of the Company is to
                          involve (1) the issuance by Aviation of approximately $16,500,000 of Series A
                          preferred stock; (2) the issuance of warrants to purchase 4,250,000 shares of
                          Aviation's common stock; and (3) the repayment of approximately $16,500,000
                          of the Company's outstanding debt.  The funds required to repay the Company's
                          outstanding debt are to be provided by the sale of preferred stock to
                          Travelbyus.com ("TBU") and a proposed private placement of securities.

NOTE 3:                   In October 1999, the Company completed the sale of assets and assumption of
Discontinued Operations   certain liabilities of Maupintour to Ardsley, LLC, which after the
                          forgiveness of intercompany debt, resulted in a payment to Ardsley, LLC of
                          approximately $419,000.  In November 1999, the Company completed the sale of
                          Jetset stock to Arnell Corp. for approximately $6.3 million cash.

</TABLE>

                                      F-35
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>

NOTE 3:                   The results of operations of Jetset and Maupintour have been classified as
Discontinued Operations   discontinued operations in the accompanying financial statements as the
(continued)               respective operations were geographically separate and operated independently
                          of the Company's operations in Seattle, Washington.  Additionally, after the
                          sales, the Company no longer handled bulk wholesale airfare transactions
                          (Jetset) or packaged tours which were directly purchased by the tour operator
                          (Maupintour). The gain or loss incurred on the sales of Jetset and Maupintour
                          is presented separately as a component of discontinued operations.

                          Travel sales and commissions and net income from discontinued operations were
                          as follows:

                                                            1999             1998             1997
                        --------------------------------------------------------------------------------

                          Travel sales and
                          commissions:
                          Maupintour                       $28,813,310      $41,794,311      $40,569,374
                          Jetset                            71,824,144       65,117,650       33,388,930
                        --------------------------------------------------------------------------------

                          Net income (loss):
                          Maupintour                          (593,480)       1,070,516          575,792
                          Jetset                               332,959          (90,433)         (65,377)
                        --------------------------------------------------------------------------------

                                                           $  (260,521)     $   980,083      $   510,415
                        ================================================================================

NOTE 4:                   Property and equipment consists of the following at December 31:
Property and Equipment
                                                                             1999             1998
                        --------------------------------------------------------------------------------

                          Capital leases                                    $   157,043      $   511,964
                          Buildings and leasehold                                     -          292,649
                          improvements
                          Furniture and equipment                               778,819          649,928
                          Reservation system                                    300,000        2,058,791
                        --------------------------------------------------------------------------------

                                                                              1,235,862        3,513,332
                          Less accumulated                                      597,244          545,668
                          depreciation
                        --------------------------------------------------------------------------------

                          Property and equipment, net                       $   638,618      $ 2,967,664
                        ================================================================================
</TABLE>


                                      F-36
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 4:                   Depreciation expense was approximately  $221,477, $234,000 and $211,000 for
Property and Equipment    the years ended December 31, 1999, 1998 and 1997.  Depreciation expense on
(continued)               capital leases was approximately $102,400, $147,000 and $107,000 for the
                          years ended December 31, 1999, 1998 and 1997.

                          The Company recorded a charge of $3,473,337 during 1999 for the write-down of
                          the reservation system.  Based on the Company's history of operating losses
                          and projection of future cash flows, management determined that it was
                          necessary to write down the carrying value of this asset to its estimated
                          fair market value.

NOTE 5:                   Intangible assets in the amount of $929,664 were written off through a charge
Intangible Assets         to operations in 1999, and reflected in the Consolidated Statement of Loss as
                          "impairment of goodwill".  The amount written off relates to goodwill
                          recorded upon various subsidiary and trade name purchases, and represents the
                          amount necessary to reduce the carrying values of the purchased goodwill to
                          the Company's best estimate of the future undiscounted cash flows from the
                          acquired assets.

                          Accumulated amortization at December 31, 1999 and 1998 was approximately $1.3
                          million and $2.0 million.

NOTE 6:                   GLT had a 45 percent interest in 4192 Meridian Associates (the "Venture").
Investments               The Venture was formed in May 1994 to acquire and operate a commercial office
                          building in Bellingham, Washington.  The Company leased office space from the
                          Venture under a non-cancelable operating lease having a three-year term.
                          Rent expense paid to the Venture was approximately $28,000 for each of the
                          years ended December 31, 1999, 1998 and 1997.  During 1999, the investment
                          was sold to two former owners of the Company as settlement of a note payable
                          to them.  Book value of the investment at the date of sale was approximately
                          $218,000.

</TABLE>

                                      F-37
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 7:                   Related party debt consists of the following at December 31:
Related Party
Transactions                                                                   1999             1998
                        --------------------------------------------------------------------------------

                          Due to majority shareholder                       $ 9,549,319      $ 2,000,000
                          Due to Aviation Group                                       -                -

                          Due to minority shareholder                         6,215,000        7,415,000
                          and related individuals
                        --------------------------------------------------------------------------------

                                                                            $15,764,319      $ 9,415,000
                        ================================================================================

                          The loans from shareholders carry an interest rate of prime plus 2% (10.5% at
                          December 31, 1999) and are payable on demand.  Interest paid to the related
                          parties was approximately $400,000, $414,000 and $32,000 for the years ended
                          December 31, 1999, 1998 and 1997.


NOTE 8:                   Long-term debt consists of the following at December 31:
Long-Term Debt
                                                                               1999             1998
                        --------------------------------------------------------------------------------

                          Notes payable to a company, due throughout        $ 9,863,623   $            -
                          2000, 16% annual interest rate.

                          Signing bonus, monthly payments of $8,333,            285,000          387,500
                          non-interest bearing.

                          Capitalized lease obligations                          97,784          470,233

                          Note payable to a company, due June 27,                     -          428,571
                          1999, non-interest bearing, principal
                          payments of $71,428, collateralized by the
                          Company's 45% interest in 4192 Meridian
                          Associates.

                          Note payable to an individual, due on                       -          110,000
                          demand, 6% annual interest rate.

                          Note payable to an individual, due on                       -          110,000
                          demand, 6% annual interest rate.
                        --------------------------------------------------------------------------------

                          Total long-term debt                               10,246,407        1,506,304

                          Less current portion                                9,981,219        1,221,304
                        --------------------------------------------------------------------------------

                          Long-term debt, less current portion              $   265,188      $   285,000
                        ================================================================================
</TABLE>

                                      F-38
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>
NOTE 8:                   Maturities of debt are as follows:
Long-Term Debt
(continued)               Year ending December 31,                                            Amount
                        --------------------------------------------------------------------------------

                              2000                                                           $ 9,981,219
                              2001                                                               117,596
                              2002                                                               117,596
                              2003                                                                29,996
                        --------------------------------------------------------------------------------

                                                                                             $10,246,407
                        ================================================================================

NOTE 9:                   As of the year ended December 31, 1999, the Company has net loss
Income Taxes              carryforwards of approximately $26 million.  The loss carryforwards are
                          available, through their expiration date of 2020, to offset future taxable
                          income.  The utilization of these loss carryforwards is subject to limitation
                          due to the changes in control of the Company.

                          Included in loss carryforwards is $410,000 attributable to CAT that can only
                          be offset against future earnings of CAT.

                          At December 31, 1999 and 1998, the Company had a net deferred long-term tax
                          asset of $5.7 million and $8.8 million arising primarily from net operating
                          loss carryforwards offset by the use of accelerated methods of depreciation
                          of fixed assets.  The Company has recognized a valuation allowance on all of
                          its net deferred tax assets due to the uncertainty of realizing the benefits
                          thereof.

                          The provision for income taxes differs from expected amounts, computed using
                          the federal statutory rate of 34%, as follows:

                          Year ended December 31,            1999             1998             1997
                        --------------------------------------------------------------------------------

                          Expected benefit                $ 2,996,235      $ 1,960,660      $ 1,709,381
                          Non-deductible expenses            (657,924)        (247,722)        (271,132)
                          Change in valuation allowance    (2,338,311)      (1,712,938)      (1,438,249)
                        --------------------------------------------------------------------------------

                          Provision for income taxes      $         -      $         -      $          -
                        ================================================================================
</TABLE>

                                      F-39
<PAGE>

<TABLE>
                                                                          Global Leisure Travel, Inc. and Subsidiaries

                                                                                          Notes to Financial Statements

=======================================================================================================================
<S>                       <C>

NOTE 10:                  The Company leases certain facilities under agreements which expire at
Lease Commitments         various dates.  Annual minimum rental commitments under operating leases that
                          have initial or remaining non-cancelable lease terms are as follows:

                          Year ending December 31,                                                Amount
                        --------------------------------------------------------------------------------
                              2000                                                          $    945,684
                              2001                                                               894,578
                              2002                                                               636,109
                              2003                                                                36,656
                        --------------------------------------------------------------------------------

                                                                                            $  2,513,027
                        ================================================================================

                          Rent expense under operating leases was approximately $618,000, $413,000 and
                          $370,000 for the years ended December 31, 1999, 1998 and 1997.

NOTE 11:                  The Company had outstanding irrevocable letters of credit in the amount of
Letters of Credit         approximately $1.9 million as of the years ended December 31, 1999 and 1998.
                          These letters of credit were issued in the ordinary course of the Company's
                          business and are collateralized by restricted cash of approximately $1.7
                          million.

NOTE 12:                  The Company has a 401(k) employee benefit plan for those employees who meet
Employee Benefit Plans    the eligibility requirements set forth in the plan.  Eligible employees may
                          contribute up to 15% of their compensation.  The Company may make matching
                          contributions at the discretion of its board of directors.  An employee
                          becomes fully vested with respect to employer contributions after 6 years of
                          service.  The Company contributed approximately $68,000, $65,000 and $56,000
                          to the plan for the years ended December 31, 1999, 1998 and 1997.

NOTE 13:                  As part of the 1995 purchase of Maupintour, the Company was contingently
Commitments and           liable for additional payments to the former owners from 1997 to 2000.  The
Contingencies             additional payments are a percentage of domestic and international sales
                          exceeding a specified minimum.  The Company settled the remaining obligation,
                          in conjunction with the sale of Maupintour, for $275,000.  The Company
                          accrued $155,000 in 1998 which was also paid during 1999.


</TABLE>

                                      F-40
<PAGE>

[LOGO OF PRICEWATERHOUSECOOPERS]

------------------------------------------------------------------------------


Report of Independent Accountants

To the Directors of
travelbyus.com ltd.


We have audited the consolidated balance sheet of travelbyus.com ltd. (formerly
LatinGold Inc.) as at September 30, 1999 and the consolidated statements of
operations and deficit and cash flows and changes in shareholders' equity for
the period from January 1, 1999 to September 30, 1999. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at September 30,
1999 and the results of its operations, its cash flows and changes in
shareholders' equity for the period from January 1, 1999 to September 30, 1999
in accordance with generally accepted accounting principles in the United
States.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, Canada
December 2, 1999
(except as to note 22, which is as at June 26, 2000)

                                      F-41
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Directors of
travelbyus.com ltd.

We have audited the consolidated balance sheet of travelbyus.com ltd. [formerly
LatinGold Inc.] as at December 31, 1998 and the consolidated statements of
operations and deficit, cash flows and changes in shareholders' equity for the
years ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States.  Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 1998
and the results of its operations, its cash flows and changes in
shareholders' equity for the years ended December 31, 1998 and 1997 in
accordance with generally accepted accounting principles in the United States.



                                         /s/  ERNST & YOUNG LLP
Toronto, Canada,
April 21, 1999.                          Chartered Accountants

                                      F-42

<PAGE>

travelbyus.com ltd.
Consolidated Balance Sheets
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                  March 31,          September 30,          December 31,
                                                                      2000                   1999                  1998
                                                                         $                      $                     $
                                                                 (Unaudited)
Assets
<S>                                                              <C>                 <C>                    <C>
Current assets
Cash and cash equivalents                                         9,807,689              3,256,021                45,741
Accounts receivable and prepaid expenses (note 5)                 2,599,558                 50,504                 9,535
Inventory and barter credits (note 5)                             2,002,897                      -                     -
                                                                 -------------------------------------------------------
                                                                 14,410,144              3,306,525                55,276

Cash deposits for acquisitions                                    2,615,600                436,354                     -

Cash in trust (note 7)                                               59,466              7,200,000                     -

Security deposits (note 8)                                          816,056                      -                     -

Deferred financing costs - net of accumulated
     amortization of $259,192
     (September 30, 1999 - $27,296) (note 12)                       542,036                922,861                     -

Deferred acquisition costs                                                -                194,281                     -

Marketable securities (note 4 & 14 (h))                             736,899                326,355               179,175

Programming library (note 10)                                     4,997,795                      -                     -

Investment (note 5)                                               7,277,600                      -                     -

Property, plant and equipment - net of accumulated
     amortization of $109,094 (September 30, 1999 -
     $4,133; December 31, 1998 - $60,712) (note 9)                1,969,676                 78,638                19,178

Goodwill - net of accumulated amortization of
     $1,699,466                                                  27,764,936                      -                     -

Other intangibles - net of accumulated amortization
     of $33,119 (note 11)                                         1,324,774                      -                     -
                                                                 -------------------------------------------------------
                                                                 62,514,982             12,465,014               253,629
                                                                 =======================================================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-43
<PAGE>

travelbyus.com ltd.
Consolidated Balance Sheets...continued
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                      March 31,      September 30,      December 31,
                                                                          2000              1999              1998
                                                                             $                 $                 $
                                                                     (Unaudited)

Liabilities
<S>                                                                 <C>                 <C>               <C>
Current liabilities
Bank indebtedness (note 3)                                              531,000                  -                 -
Accounts payable and accrued liabilities (note 5)                     4,109,618            300,673            51,028
Due to related parties (note 16)                                        970,270            218,684             2,968
Customer deposits                                                     1,611,724                  -                 -
Advances (note 14(g))                                                 2,920,000                  -                 -
                                                                    ------------------------------------------------
                                                                     10,142,612            519,357            53,996

Debentures (note 12)                                                  6,147,566          6,254,407                 -
                                                                    ------------------------------------------------
                                                                     16,290,178          6,773,764            53,996
                                                                    ------------------------------------------------
Shareholders' Equity

Capital stock (note 13)
Authorized
    Unlimited number of common shares without par value
Issued
    70,284,308 common shares
      (September 30, 1999 - 41,539,178;
      December 31, 1998 - 20,989,178)                               135,873,619         97,080,625        95,720,625

Additional paid-in capital                                              569,988            569,988           569,988

Compensation for future services (note 10)                           (4,735,033)                 -                 -

Warrants and special warrants (note 13(e))                           24,364,715          5,756,652                 -

Accumulated other comprehensive income (loss) (net of
 tax of $nil) (note 14(h))                                              244,504           (115,146)         (262,326)

Deficit                                                            (110,092,989)       (97,600,869)      (95,828,654)
                                                                    ------------------------------------------------
                                                                     46,224,804          5,691,250           199,633
                                                                    ------------------------------------------------
                                                                     62,514,982         12,465,014           253,629
                                                                    ================================================
</TABLE>
Commitments and contingencies (note 15)

Subsequent events (note 22)

Approved by the Board of Directors

/s/ Michael A Farrugia                   /s/ Bill Kerby
_______________________________ Director ______________________________ Director
       Michael A Farrugia                         Bill Kerby

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-44
<PAGE>

travelbyus.com ltd.
Consolidated Statements of Operations and Deficit
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

(expressed in Canadian dollars)
                                                                                      Period from
                                                                                        January 1,
                                                      Six-month periods ended            1999  to
                                                                     March 31,       September 30,       Years ended December 31,
                                                        2000             1999                1999             1998             1997
                                                           $                $                   $                $                $
                                                  (Unaudited)      (Unaudited)
<S>                                               <C>              <C>               <C>                <C>             <C>
Revenues
Travel sales                                       5,989,263                -                    -                -               -
Associate marketing program revenues                 199,654                -                    -                -               -
Advertising revenues                                 476,201                -                    -                -               -
Technology sales                                     796,223                -                    -                -               -
                                                 ----------------------------------------------------------------------------------
                                                   7,461,341                -                    -                -               -
                                                 ----------------------------------------------------------------------------------
Expenses
Cost of services revenue                           2,869,294                -                    -                -               -
Cost of technology product sales                     795,966                -                    -                -               -
Amortization of property, plant and                   93,624            4,435                6,928                -               -
 equipment
Foreign exchange loss (gain)                          99,486             (812)              (2,323)               -               -
General and administration                         9,205,805           71,290            1,039,059          256,910         528,215
Advertising                                        1,180,417                -                    -                -               -
Interest expenses                                  2,500,877                -              284,464                -               -
Interest and other income                           (266,783)          (3,227)              (6,972)         (18,556)        (91,449)
Website costs                                        582,622                -              362,435                -               -
Write-off of property, plant and equipment                 -                -               14,229                -               -
Amortization of goodwill                           1,699,466                -                    -                -               -
Amortization of other intangibles                     33,119                -                    -                -               -
Stock-based compensation (note 6(a))                  91,500                -                    -                -               -
                                                 ----------------------------------------------------------------------------------
                                                  18,885,393           71,686            1,697,820          238,354         436,766
                                                 ----------------------------------------------------------------------------------
Loss from continuing operations                  (11,424,052)         (71,686)          (1,697,820)        (238,354)       (436,766)

Loss from discontinued operations, net of
 tax of $nil (note 20)                                     -         (179,744)             (74,395)      (1,044,645)    (10,343,254)
                                                 ----------------------------------------------------------------------------------
Net loss before extraordinary item               (11,424,052)        (251,430)          (1,772,215)      (1,282,999)    (10,780,020)

Extraordinary loss from repayment of
 debentures (net of tax of $nil) (note 12)        (1,068,068)               -                    -                -               -
                                                 ----------------------------------------------------------------------------------
Net loss for the period                          (12,492,120)        (251,430)          (1,772,215)      (1,282,999)    (10,780,020)

Deficit - Beginning of period                    (97,600,869)     (95,241,820)         (95,828,654)     (94,545,655)    (83,765,635)
                                                 ----------------------------------------------------------------------------------
Deficit - End of period                         (110,092,989)     (95,493,250)         (97,600,869)     (95,828,654)    (94,545,655)
                                                 ==================================================================================
Basic and diluted loss per common share
 from continuing operations and before
 discontinued operations and extraordinary
 item                                                  (0.18)           (0.01)               (0.05)           (0.01)          (0.03)
                                                 ==================================================================================
Basic and diluted loss per common share                (0.20)           (0.01)               (0.05)           (0.07)          (0.69)
                                                 ==================================================================================
Weighted average number of common shares
 outstanding                                      62,227,650       20,989,178           31,781,090       19,400,822      15,588,904
                                                 ==================================================================================
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-45
<PAGE>

travelbyus.com ltd.
Consolidated Statement of Changes in Shareholders' Equity
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                                    Common stock
                                                                            ----------------------------   ---------------
                                                                                                                Additional
                                                                                                           paid-in capital
                                                                               Number of          Amount            amount
                                                                                  shares               $                 $
<S>                                                                         <C>               <C>          <C>

Balance - January 1, 1997                                                     13,389,178      91,069,816                 -
Private placement of 3,100,000 units
    (consisting of one common share and one
    half warrant) at $1.63 per unit (note 13(a))                               3,100,000       4,175,210                 -
Compensation warrants on private placement (note 13(a))                                -         (61,535)                -
Comprehensive income
    Loss for the year                                                                  -               -                 -
    Unrealized loss on marketable securities                                           -               -                 -
Total comprehensive income
                                                                            ----------------------------------------------

Balance - December 31, 1997                                                   16,489,178      95,183,491                 -
Private placement of 4,000,000 common shares at
    $0.12 per share (note 13(b))                                               4,000,000         464,634                 -
Expiry of warrants                                                                     -               -           569,988
Issuance of shares to acquire Mexican Properties (note 20)                       500,000          72,500                 -
Comprehensive income
    Loss for the year                                                                  -               -                 -
    Unrealized loss on marketable securities                                           -               -                 -
Total comprehensive income (loss)
                                                                            ----------------------------------------------

Balance - December 31, 1998                                                   20,989,178      95,720,625           569,988
Private placement of 20,000,000 common shares at
    $0.06 per share (note 13(c))                                              20,000,000       1,175,000                 -
Issuance of shares for cash from exercised options                               550,000         185,000                 -
Issuance of debenture financing warrants
    (notes 12 and 13(d))                                                               -               -                 -
Issuance of warrants as financing fee for debenture
    financing (notes 12 and 13(d))                                                     -               -                 -
Costs of issuing debenture financing warrants
    (notes 12 and 13(d))                                                               -               -                 -
Comprehensive income
    Loss for the year                                                                  -               -                 -
    Unrealized gain on marketable securities                                           -               -                 -
Total comprehensive income (loss)
                                                                            ----------------------------------------------

Balance - September 30, 1999                                                  41,539,178      97,080,625           569,988
Issuance of shares for cash from exercised options                               323,500         166,550                 -
Issuance of shares for shares of certain companies (note 5)                   14,790,000      14,021,840                 -
Issuance of shares and warrants to purchase assets
    (notes 10 and 11)                                                          3,205,883       6,185,571                 -
Exercise of debenture financing warrants                                       4,892,500       6,327,934                 -
Private placement of 4,000,000 units (consisting of one
    common share and one half warrant) at $2.50 per
    unit (note 13(f))                                                          4,000,000       6,077,696                 -
Exercise of private placement warrants to common shares                          171,750         871,975                 -
Compensation warrants on private placements (note 13(f))                               -        (564,760)                -
Exercise of compensation warrants to common shares                               215,000         971,155                 -
Shares issued for future services (note 10)                                    1,146,497       4,735,033                 -
Private placement of 8,000,000 special warrants
    (each special warrant exercisable into one common share
    and one half warrant) at $2.50 per special warrant                                 -               -                 -
Compensation special warrants on private placements (note 13(e))                       -               -                 -
Compensation special warrants on private placements (note 13(e))                       -               -                 -
Comprehensive income
Loss for the period                                                                    -               -                 -
Unrealized gain on marketable securities                                               -               -                 -
Translation adjustment                                                                 -               -                 -
Total comprehensive income (loss)
                                                                            ----------------------------------------------
Balance March 31, 2000 (unaudited)                                            70,284,308     135,873,619           569,988
                                                                            ==============================================

<CAPTION>
                                                                    ---------------------------------------------------------------
                                                                    Compensation for            Special       Amount       Warrants
                                                                     future services           warrants            $
                                                                                   $
<S>                                                                 <C>                        <C>            <C>         <C>
Balance - January 1, 1997                                                          -                  -            -              -
Private placement of 3,100,000 units
    (consisting of one common share and one
    half warrant) at $1.63 per unit (note 13(a))                                   -                  -            -      1,550,000
Compensation warrants on private placement (note 13(a))                            -                  -            -        155,000
Comprehensive income
    Loss for the year                                                              -                  -            -              -
    Unrealized loss on marketable securities                                       -                  -            -              -
Total comprehensive income
                                                                    ---------------------------------------------------------------

Balance - December 31, 1997                                                        -                  -            -      1,705,000
Private placement of 4,000,000 common shares at
    $0.12 per share (note 13(b))                                                   -                  -            -              -
Expiry of warrants                                                                 -                  -            -     (1,705,000)
Issuance of shares to acquire Mexican Properties (note 20)                         -                  -            -              -
Comprehensive income
    Loss for the year                                                              -                  -            -              -
    Unrealized loss on marketable securities                                       -                  -            -              -
Total comprehensive income (loss)
                                                                    ---------------------------------------------------------------

Balance - December 31, 1998                                                        -                  -            -              -
Private placement of 20,000,000 common shares at
    $0.06 per share (note 13(c))                                                   -                  -            -              -
Issuance of shares for cash from exercised options                                 -                  -            -              -
Issuance of debenture financing warrants
    (notes 12 and 13(d))                                                           -                  -            -      9,560,000
Issuance of warrants as financing fee for debenture
    financing (notes 12 and 13(d))                                                 -                  -            -        700,720
Costs of issuing debenture financing warrants
    (notes 12 and 13(d))                                                           -                  -            -              -
Comprehensive income
    Loss for the year                                                              -                  -            -              -
    Unrealized gain on marketable securities                                       -                  -            -              -
Total comprehensive income (loss)
                                                                    ---------------------------------------------------------------

Balance - September 30, 1999                                                       -                  -            -     10,260,720
Issuance of shares for cash from exercised options                                 -                  -            -              -
Issuance of shares for shares of certain companies (note 5)                        -                  -            -              -
Issuance of shares and warrants to purchase assets
    (notes 10 and 11)                                                              -                  -            -         50,000
Exercise of debenture financing warrants                                           -                  -            -     (4,892,500)
Private placement of 4,000,000 units (consisting of one
    common share and one half warrant) at $2.50 per
    unit (note 13(f))                                                              -                  -            -      2,000,000
Exercise of private placement warrants to common shares                            -                  -            -       (171,750)
Compensation warrants on private placements (note 13(f))                           -                  -            -        280,000
Exercise of compensation warrants to common shares                                 -                  -            -       (215,000)
Shares issued for future services (note 10)                              (4,735,033)                  -            -              -
Private placement of 8,000,000 special warrants
    (each special warrant exercisable into one common share
    and one half warrant) at $2.50 per special warrant                             -          8,000,000   18,463,392              -
Compensation special warrants on private placements (note 13(e))                   -                  -   (1,613,600)             -
Compensation special warrants on private placements (note 13(e))                   -                  -    1,613,600        800,000
Comprehensive income
Loss for the period                                                                -                  -            -              -
Unrealized gain on marketable securities                                           -                  -            -              -
Translation adjustment                                                             -                  -            -              -
Total comprehensive income (loss)
                                                                    ---------------------------------------------------------------

Balance March 31, 2000 (unaudited)                                        (4,735,033)         8,000,000   18,463,392      8,111,470
                                                                    ---------------------------------------------------------------

<CAPTION>
                                                                                                            Other capital accounts
                                                                 -----------------------------------------------------------------
                                                                                                      Accumulated
                                                                                                            other            Total
                                                                                     (Deficit)      comprehensive    shareholders'
                                                                                     retained              income           equity
                                                                      Amount         earnings  (net of tax of nil)               $
                                                                           $                $                   $
<S>                                                              <C>              <C>          <C>                   <C>
                                                                                                         (note 13)
Balance - January 1, 1997                                                  -      (83,765,635)          3,131,071       10,435,252
Private placement of 3,100,000 units
    (consisting of one common share and one
    half warrant) at $1.63 per unit (note 13(a))                     508,453                -                   -        4,683,663
Compensation warrants on private placement (note 13(a))               61,535                -                   -                -
Comprehensive income
    Loss for the year                                                      -      (10,780,020)                  -
    Unrealized loss on marketable securities                               -                -         (3,131,031)
Total comprehensive income                                                                                             (13,911,051)

Balance - December 31, 1997                                          569,988      (94,545,655)                 40        1,207,864
Private placement of 4,000,000 common shares at
    $0.12 per share (note 13(b))                                           -                -                   -          464,634
Expiry of warrants                                                  (569,988)               -                   -                -
Issuance of shares to acquire Mexican Properties (note 20)                 -                -                   -           72,500
Comprehensive income
    Loss for the year                                                      -       (1,282,999)                  -
    Unrealized loss on marketable securities                               -                -           (262,366)
Total comprehensive income (loss)                                                                                       (1,545,365)

Balance - December 31, 1998                                                -      (95,828,654)          (262,326)          199,633
Private placement of 20,000,000 common shares at
    $0.06 per share (note 13(c))                                           -                -                   -        1,175,000
Issuance of shares for cash from exercised options                         -                -                   -          185,000
Issuance of debenture financing warrants
    (notes 12 and 13(d))                                           5,864,054                -                   -        5,864,054
Issuance of warrants as financing fee for debenture
    financing (notes 12 and 13(d))                                  (915,514)               -                   -         (915,514)
Costs of issuing debenture financing warrants
    (notes 12 and 13(d))                                             808,112                -                   -          808,112
Comprehensive income
    Loss for the year                                                      -       (1,772,215)                  -
    Unrealized gain on marketable securities                               -                -             147,180
Total comprehensive income (loss)                                                                                       (1,625,035)

Balance - September 30, 1999                                       5,756,652      (97,600,869)           (115,146)       5,691,250
Issuance of shares for cash from exercised options                         -                -                   -          166,550
Issuance of shares for shares of certain companies (note 5)                -                -                   -       14,021,840
Issuance of shares and warrants to purchase assets
    (notes 10 and 11)                                                131,450                -                   -        6,317,021
Exercise of debenture financing warrants                          (3,001,034)               -                   -        3,326,900
Private placement of 4,000,000 units (consisting of one
    common share and one half warrant) at $2.50 per
    unit (note 13(f))                                              3,154,000                -                   -        9,231,696
Exercise of private placement warrants to common shares             (270,850)               -                   -          601,125
Compensation warrants on private placements (note 13(f))             564,760                -                   -                -
Exercise of compensation warrants to common shares                  (433,655)               -                   -          537,500
Shares issued for future services (note 10)                                -                -                   -                -
Private placement of 8,000,000 special warrants
    (each special warrant exercisable into one common share
    and one half warrant) at $2.50 per special warrant                     -                -                   -       18,463,392
Compensation special warrants on private placements (note 13(e))           -                -                   -       (1,613,600)
Compensation special warrants on private placements (note 13(e))           -                -                   -        1,613,600
Comprehensive income
Loss for the period                                                        -      (12,492,120)                  -
Unrealized gain on marketable securities                                   -                -             410,544
Translation adjustment                                                     -                -             (50,894)
Total comprehensive income (loss)                                                                                      (12,132,470)
                                                                 -----------------------------------------------------------------
Balance March 31, 2000 (unaudited)                                 5,901,323     (110,092,989)            244,504       46,224,804
                                                                 =================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-46
<PAGE>

travelbyus.com ltd.
Consolidated Statements of Cash Flows
Six months ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                                           Period from
                                                                                            January 1,
                                                          Six-month periods ended              1999 to
                                                                        March 31,        September 30,    Years ended December 31,
                                                     ----------------------------       --------------    ------------------------
                                                              2000           1999                 1999            1998        1997
                                                                 $              $                    $               $           $
                                                        (Unaudited)    (Unaudited)
<S>                                                  <C>               <C>              <C>               <C>           <C>
Cash flows from operating activities
Net loss for the period                                (12,492,120)      (251,430)          (1,772,215)     (1,282,999) (10,780,020)
  Items not affecting cash:
    Write-off of property, plant and equipment                   -              -               14,229               -            -
    Amortization of property, plant and equipment           93,624          4,435               79,009               -            -
    Amortization of goodwill                             1,699,466              -                    -               -            -
    Amortization of other intangibles                       33,119              -                    -               -            -
    Interest accreted on debentures                      1,468,020              -              168,461               -            -
    Amortization of deferred financing costs               231,896              -               27,296               -            -
    Loss from discontinued operations                            -         72,809               74,395          86,239    5,978,194
    Extraordinary loss from repayment of debentures      1,068,068              -                    -               -            -
Net change in non-cash working capital items:
    Increase in security deposits                         (816,056)             -                    -               -            -
    Accounts receivable and prepaid expenses              (754,133)        19,095              (40,970)        363,760      288,191
    Inventory and barter credits                           814,242              -                    -               -            -
    Due to related parties                                  24,836              -                    -               -            -
    Accounts payable and accrued liabilities             1,103,280         86,007              465,362        (386,501)    (486,230)
    Accrued interest                                       (18,756)             -                    -               -            -
    Customer deposits                                      386,362              -                    -               -            -
                                                     ------------------------------------------------------------------------------
                                                        (7,158,152)       (69,084)            (984,433)     (1,219,501)  (4,999,865)
                                                     ------------------------------------------------------------------------------

Cash flows from investing activities
Cash paid for acquisitions - net (note 6)               (7,021,152)             -                    -               -            -
Cash deposits on acquisitions (note 22(c))              (2,674,066)             -           (7,636,354)              -            -
Purchase of property, plant and equipment               (1,985,062)             -                    -               -            -
Investments                                             (7,277,600)             -                    -               -            -
Investing activities from discontinued operations                -            192             (421,374)              -     (255,418)
                                                     ------------------------------------------------------------------------------
                                                       (18,957,880)           192           (8,057,728)              -     (255,418)
                                                     ------------------------------------------------------------------------------

Cash flows from financing activities
Bank indebtedness                                         (205,800)             -                    -               -            -
Proceeds from issuance of debentures (note 12)                   -              -           11,950,000               -            -
Issuance of note payable (note 6(c))                     1,458,505              -                    -               -            -
Repayment of note payable (note 6(c))                   (1,458,505)             -                    -               -            -
Costs on issuance of debentures (note 12)                        -              -           (1,057,559)              -            -
Issuance of common shares                                        -              -            1,200,000         480,000    5,053,000
Share issue costs                                       (2,304,912)          (935)             (25,000)        (15,366)    (369,337)
Decrease in other liabilities                                    -              -                    -        (171,600)    (407,800)
Issue of special warrants                               20,000,000              -                    -               -            -
Issue of equity units                                   10,000,000              -                    -               -            -
Exercises of options and warrants                        4,632,075              -              185,000               -            -
Subscriptions received                                   2,920,000              -                    -               -            -
Repayment of debentures                                 (2,494,000)             -                    -               -            -
                                                     ------------------------------------------------------------------------------
                                                        32,547,363           (935)          12,252,441         293,034    4,275,863
                                                     ------------------------------------------------------------------------------
Foreign exchange effect on cash                            120,337              -                    -               -            -
                                                     ------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents         6,551,668        (69,827)           3,210,280        (926,467)    (979,420)
Cash and cash equivalents -
  Beginning of period                                    3,256,021         76,817               45,741         972,208    1,951,628
                                                     ------------------------------------------------------------------------------
Cash and cash equivalents -
  End of period                                          9,807,689          6,990            3,256,021          45,741      972,208
                                                     ==============================================================================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                     F-47
<PAGE>

travelbyus.com ltd.
Consolidated Statements of Cash Flows... continued
Supplemental Disclosure of Interest and Non-Cash Investing and Financing
Activities
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                             Period from
                                                                              January 1,
                                               Six-month periods ended           1999 to
                                                             March 31,     September 30,     Years ended December 31,
                                             -------------------------     -------------     ------------------------
                                                   2000           1999              1999           1998          1997
                                                      $              $                 $              $             $
                                             (Unaudited)    (Unaudited)
<S>                                          <C>            <C>            <C>               <C>               <C>
Supplemental Information

Interest paid                                   746,875              -             2,137              -             -
Interest received                               261,235          3,227             4,402              -             -

Non-cash investing activities
Mineral property expenditures paid by
 issuing common shares                                -              -                 -        (72,500)            -
Common shares issued in connection
 with acquisition of subsidiaries           (13,930,430)             -                 -              -             -
Common shares issued in connection
 with acquisition of assets (notes 10
 and 11)                                     (6,327,934)             -                 -              -             -

Non-cash financing activities
Common shares issued for mineral
 properties                                           -              -                 -         72,500             -
Common shares issued for future
 services (note 10)                           4,735,033              -                 -              -             -
Compensation warrants issued to agents
 in connection with private placements
 (note 13(a) and (f))                           564,760              -                 -              -        61,535
Compensation warrants issued to agents
 in connection with debenture
 financing (note 12)                                  -              -           808,112              -             -
Compensation special warrants issued
 to agents in connection with private
 placements (note 13(e))                      1,613,600              -                 -              -             -
Compensation warrants issued to agents
 in connection with asset purchase
 (note 11)                                      131,450              -                 -              -             -
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                     F-48
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

1    Nature of operations

     travelbyus.com ltd. (the "company") is developing an integrated Internet
     travel organization which provides travel options via the Internet as well
     as through 1-800 call centres and traditional travel agencies, primarily to
     retail customers located in the western United States. The company also
     provides advertising services to airlines and hotels located in the United
     States, provides retail travel agencies access to certain travel suppliers
     under preferred supplier agreements, licenses television program materials
     for broadcast, and sells computer data storage equipment to Canadian
     corporate customers.

     travelbyus.com ltd. (formerly LatinGold Inc.) was incorporated in 1986
     under the Business Corporations Act (Ontario). The company was a precious
     metals exploration company until 1999 when it changed its business focus to
     the travel sector. In April 1999, the company discontinued its mining
     activities, and accordingly, its mining activities have been presented as
     discontinued operations. The company changed its name to travelbyus.com
     ltd. from LatinGold Inc. on June 11, 1999. In 1999, the company changed its
     year end to September 30.

2    Summary of significant accounting policies

     The accompanying consolidated financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States. A summary of the significant accounting policies is set out below.

     Unaudited information

     The consolidated balance sheet as at March 31, 2000 and the consolidated
     statements of operations and deficit, cash flows and changes in
     shareholders' equity for the six months ended March 31, 2000 and 1999,
     including the related notes, are unaudited. This unaudited information
     reflects all adjustments which are, in the opinion of management, necessary
     to a fair statement of the results for the interim periods presented. All
     such adjustments are of a normal recurring nature.

     Basis of consolidation

     The consolidated financial statements include the accounts of the company
     and its wholly-owned subsidiaries.

     Business combinations

     Business combinations have been accounted for under the purchase method of
     accounting and therefore include the results of operations of the acquired
     business from the date of acquisition. Assets acquired and liabilities
     assumed are recorded at their fair values at the date of their acquisition.

     Use of estimates

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and

                                      F-49
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting periods. Actual results may differ from those
     estimates.

     Cash and cash equivalents

     Cash and cash equivalents consist of balances with banks and investments in
     money market instruments with original maturities of less than 90 days.

     Inventory and barter credits

     Data storage systems are recorded at the lower of cost or estimated net
     realizable value. Cost includes direct materials, labour and an allocation
     of overhead, and is determined on a first-in, first-out basis.

     Media credits are recorded at the lower of carrying value or estimated net
     realizable value. Carrying value is determined as cost (the amount paid to
     the media company in exchange for the media credits). Where the media
     credits represent media availability which expires over time, cost is
     amortized on a straight-line basis over the time to expiry. Where the
     company incurs costs to prepare the media for use by the customer, the cost
     of these services is included in the carrying value of the media credits.

     Travel credits are recorded at the lower of cost and estimated net
     realizable value. As prescribed by EITF Abstract Issue No. 93-11, cost is
     determined as the carrying value of the media credits exchanged for travel
     credits on the basis that there is not persuasive evidence of the fair
     value of the media credits given up for the travel credits.

     Revenue recognition

     a)   Travel sales

          Travel sales consist of revenues derived from the sale of travel
          products including airline tickets, hotel and vacation property
          accommodations, car rentals, vacation packages including cruises and
          tours, and volume bonuses and overrides from suppliers of these
          products.

          Where the company sells airline tickets or provides travel bookings as
          an agent, at prices determined by the supplier, commission revenue is
          recognized at the time the ticket is issued to the customer, which
          generally corresponds to the time the payment is processed, less an
          allowance for returns and cancellations based on the company's
          historical experience.

          Where the company acquires an inventory of travel services from
          airlines, hotels, vacation properties, car rental companies and
          vacation package providers and the company determines the selling
          price of these products, revenue for these services is recognized upon
          the customer's scheduled departure date, provided that collection is
          reasonably assured. Sales are recorded at the gross amount collected
          from the customer when the company has acquired an inventory which is
          non-returnable and non-refundable. Where the inventory is returnable
          and/or refundable, sales are recorded at the amount paid by the
          customer net of the travel product costs.

                                      F-50
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

          The company also earns commissions for booking accommodations and
          vehicle rentals, and receives certain volume bonuses and overrides
          from the travel product suppliers (overrides represent commissions
          earned on the basis of volumes). Revenues related to accommodations
          and vehicle rentals are recognized on the customers' scheduled
          departure dates. Volume bonus and override commission revenues are
          recognized as specified in the contractual arrangement when the
          specified targets have been achieved.

     b)   Marketing program revenues

          The company provides retail travel agencies with access to certain
          travel product suppliers under preferred supplier agreements. Under
          these associate marketing programs, the member agencies are charged an
          annual or monthly license fee. The license fees are recognized on a
          straight-line basis over the license period, when collectibility is
          reasonably assured.

     c)   Advertising revenues

          The company earns revenue from the exchange of advertising media
          credits for travel credits, which is recognized as the media credits
          are used by the travel product supplier involved in the exchange. The
          company acquires rights to the use of certain media, including
          billboards, radio, television and newspaper advertising, in exchange
          for cash payments to media companies. These rights (media credits) are
          exchanged with travel product suppliers in return for credits that may
          be exchanged for their travel products (travel credits), which in turn
          are sold to third parties. In connection with these arrangements, the
          company may also provide services to travel product suppliers to
          assist them in placing their advertisements in the available media,
          the costs of which are added to the carrying value of the media
          credits exchanged for travel credits. The carrying value of the media
          credits is used as the basis for the measurement of the exchange
          transaction, except where the expected net realizable value of the
          travel credits at the time of the exchange is less than the carrying
          amount of the media credits, in which case the expected net realizable
          value of the travel credits is used.

          Advertising revenues are also derived from travel product suppliers'
          advertising included in printed marketing and promotional materials
          prepared by the company and delivered to travel agents and customers.
          Advertising revenues are recognized at the time the marketing and
          promotional materials are distributed to the travel agents and
          customers, when collectibility is reasonably assured. Costs of sales
          comprise the direct costs of developing and producing the marketing
          and promotional materials.

     d)   Technology sales

          Revenue from the sales of computer data storage equipment is
          recognized upon delivery of the equipment, provided collectibility is
          reasonably assured.

     e)   Television programming revenues

          Revenues from the license of television program material are
          recognized when the license period begins and all of the following
          conditions have been met: a) the license fee is known, b) the cost of
          the episodes provided under the license agreement is known or
          reasonably determinable, c) collectibility of the license fee is
          reasonably assured, d) the episodes have been accepted by the licensee
          in accordance with the license agreement and e) the episodes are
          available for the first telecast.

                                      F-51
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     Property, plant and equipment

     Property, plant and equipment are stated at cost less accumulated
     amortization. Amortization is recorded on a straight-line basis to amortize
     the cost of the capital assets over their estimated useful lives.
     Amortization rates are as follows:

        Automobiles                                                    5 years
        Office and computer equipment and furniture                5 - 7 years
        Manufacturing equipment                                        7 years
        Leasehold improvements                              over term of lease

     Goodwill

     Goodwill represents the excess of costs over amounts assigned to the net
     identifiable assets of acquired entities. The excess is amortized on a
     straight-line basis over a period ranging from five to ten years, as
     determined by the expected period of benefit from each acquisition.

     In addition to the impairment policy for long-lived assets, the company
     periodically evaluates whether changes have occurred that would require
     revision of the remaining estimated useful life of the goodwill. If such
     circumstances arise, the company would use an estimate of the undiscounted
     value of the expected future operating cash flows and residual to determine
     whether the net carrying amount of the goodwill exceeds the estimated net
     recoverable amount.

     Other intangibles

     The costs of acquiring the right to the 800-i-TRAVEL number are amortized
     on a straight-line basis over 5 years.

     Impairment of long-lived assets

     The company reviews the carrying amount of long-lived assets whenever
     events or changes in circumstances indicate that the carrying amount of an
     asset may not be recoverable. The determination of any impairment includes
     a comparison of future operating cash flows anticipated to result from the
     use of the asset to the net carrying value of the asset. In the event of a
     business combination, any goodwill arising in the transaction is included
     in the group of assets for the purpose of the recoverability tests, or is
     allocated to the individual assets being tested on a pro rata basis using
     the relative fair values of the long-lived assets acquired at the
     acquisition date. In instances where goodwill is identified with assets
     that are subject to an impairment loss, the carrying value of the goodwill
     is eliminated before making any reduction of the carrying amounts of
     impaired long-lived assets.

     Programming library

     The costs to acquire television programming are capitalized and amortized
     in the same ratio that current gross revenues bear to anticipated total
     gross revenues. Estimates of anticipated total gross revenues are reviewed
     periodically and revised when necessary to reflect more current
     information. Where the carrying value of the

                                      F-52
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     unamortized costs exceeds the estimated net realizable value, the carrying
     value is written down to the net realizable value.

     Foreign currency translation

     Foreign currency transaction gains or losses are included in net earnings
     (loss) for the period in which there is an exchange rate change. Assets and
     liabilities of operations where the functional currency is other than the
     Canadian dollar are translated at the exchange rate at the balance sheet
     date. Revenues, costs and expenses of such operations are translated at the
     average rate of exchange prevailing during the period. Translation
     adjustments are included as a component of other comprehensive income and
     charged or credited to accumulated other comprehensive income, a component
     of shareholders' equity.

     Advertising costs

     The company accounts for advertising costs in accordance with AICPA
     Statement of Position 93-7, Reporting on Advertising Costs, whereby costs
     are generally expensed as incurred except for television and radio
     advertisements, which are expensed, including related production costs, the
     first time the advertising takes place.

     Stock-based compensation

     The company accounts for stock-based employee compensation arrangements
     using the intrinsic value method prescribed in Accounting Principles Board
     ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
     related interpretations; accordingly, compensation cost of stock awards is
     measured as the excess, if any, of the quoted market price of the company's
     stock at the date of the grant over the option exercise price and is
     charged to operations over the vesting period.

     Income taxes

     The company follows the asset and liability method of accounting for income
     taxes. Under this method, deferred income tax assets and liabilities are
     recognized for the estimated tax consequences attributable to differences
     between the financial statement carrying values and their respective income
     tax basis (temporary differences). The effect on deferred income tax assets
     and liabilities of a change in tax rates is recognized in income in the
     period that includes the enactment date.

     A valuation allowance is provided for deferred income tax assets if it is
     more likely than not that the company will not realize the future benefit,
     or if the future deductibility is uncertain.

     Loss per share

     Basic loss per share is computed by dividing income available to common
     shareholders by the weighted average number of common shares outstanding
     during the period. Common shares outstanding include shares issuable for
     little or no cash consideration and for which all necessary conditions have
     been satisfied. Diluted loss per share is computed by including other
     potential common stock from exercise of stock options and warrants in the
     weighted average number of common shares outstanding for a period, if
     dilutive.

                                      F-53
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     The following table sets forth the computation of loss per share:

<TABLE>
<CAPTION>
                                                                      Period from
                                                                       January 1,
                                         Six-month periods ended          1999 to
                                                       March 31,    September 30,          Years ended December 31,
                                    ----------------------------    -------------     -----------------------------
                                            2000            1999             1999             1998             1997
                                               $               $                $                $                $
                                     (unaudited)     (unaudited)
     <S>                            <C>              <C>            <C>               <C>               <C>
     Net loss for the period         (12,649,373)       (815,671)      (1,775,300)      (1,282,999)     (10,780,020)

     Weighted average number
       of shares outstanding
          Common shares               59,792,582      20,989,178       31,781,090       19,400,822       15,588,904
          Special Warrants             2,435,068               -                -                -                -

     Basic and diluted loss per
       common share                        (0.20)          (0.04)           (0.05)           (0.07)           (0.69)
</TABLE>

     New accounting pronouncements

     On June 15, 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 133, Accounting for
     Derivative Instruments and Hedging Activities ("FAS 133"). FAS 133, as
     subsequently amended, is effective for all fiscal quarters of all fiscal
     years beginning after June 15, 2000 (October 1, 2000 for the company). FAS
     133 requires that all derivative instruments be recorded on the balance
     sheet at their fair value. Changes in the fair value of derivatives are
     recorded each period in current earnings or other comprehensive income,
     depending on whether a derivative is designated as part of a hedge
     transaction and, if it is, the type of hedge transaction. As management of
     the company does not currently use derivative instruments, the adoption of
     FAS 133 is not expected to have a significant effect on the company's
     results of operations or its financial position.

     In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101,
     Revenue Recognition in Financial Statements, and in March 2000, the SEC
     issued SAB 101A which provided certain amendments to SAB 101. The company
     believes that its current revenue recognition and reporting policies are
     consistent with the Staff views set out in those bulletins.

     In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
     Interpretation No. 44, Accounting for Certain Transactions Involving Stock
     Compensation - an interpretation of APB Opinion No. 25 ("FIN 44"), which
     clarifies the application of APB 25 for certain issues. This Interpretation
     is effective July 1, 2000, but certain conclusions in this Interpretation
     cover specific events that occur after either December 15, 1998 or January
     12, 2000. The company has not yet determined the effect, if any, this
     pronouncement will have on the reporting and measurement of stock-based
     compensation by the company.

     On May 8, 2000, the Emerging Issues Task Force ("EITF") of the Financial
     Accounting Standards Board issued EITF 00-02, Accounting for Website
     Development Costs, which covered and included guidelines to account for
     costs incurred to develop a website. The guidelines contained therein focus
     on determining the nature of website development costs and whether to
     capitalize or expense these costs accordingly. The company has expensed all
     costs incurred to date to develop its website. Transitional provisions
     contained in this EITF 00-02 require application of these guidelines for
     fiscal quarters beginning after June 30, 2000. The

                                      F-54
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     company will comply with this policy in accordance with the transitional
     provisions. The company has not yet determined the effect, if any, of this
     new pronouncement.

     On June 12, 2000, the Accounting Standards Executive Committee ("AcSEC")
     issued Statement of Position 00-2, Accounting by Producers or Distributors
     of Films ("SOP 00-2"), which provides guidance on generally accepted
     accounting principles for films. Films are defined in SOP 00-2 as feature
     films, television specials, television series, or similar products that are
     sold, licensed, or exhibited, whether produced on film, video tape, digital
     or other video recording format. Transitional provisions contained in this
     SOP 00-2 require the application of these guidelines for fiscal years
     beginning after December 15, 2000. The company will comply with this policy
     in accordance with the transitional provisions. The company has not yet
     determined the effect, if any, of this new pronouncement.

3    Bank indebtedness

     A subsidiary of the company has an operating line of credit available of
     $650,000, bearing interest at the bank's prime lending rate plus 2.5%. Bank
     indebtedness drawn against this line of credit is payable on demand and is
     secured by a general security agreement covering all of the subsidiary's
     assets other than real property and Export Development Corp. insurance
     coverage on certain accounts receivable. As at March 31, 2000, $531,000 has
     been drawn against this facility.

4    Marketable securities

     Marketable securities are considered available-for-sale and are stated at
     market value. Unrealized holding gains and losses are excluded from
     earnings and reported in a separate component of shareholders' equity. At
     March 31, 2000 (unaudited), the company held 639,912 (September 30, 1999 -
     639,912; December 31, 1998 - 639,912) common shares of Scorpion Minerals
     Inc. ("Scorpion"), a company related by virtue of a director in common. At
     March 31, 2000 (unaudited), the cost of marketable securities was $441,500
     (September 30, 1999 - $441,500; December 31, 1998 - $441,500).

5    Balance sheet components

     Accounts receivable and prepaid expenses

<TABLE>
<CAPTION>
                                                    March 31,   September 30,  December 31,
                                                         2000            1999          1998
                                                            $               $             $
                                                  (Unaudited)
     <S>                                          <C>           <C>            <C>
     Trade receivables                             2,270,838            2,756         9,535
     Less:  Allowance for doubtful accounts          (21,714)               -             -
     Other accounts receivable                       287,091           37,739             -
                                                -------------------------------------------
                                                   2,536,215           40,495         9,535
     Prepaid expenses                                 63,343           10,009             -
                                                -------------------------------------------
                                                   2,599,558           50,504         9,535
                                                ===========================================
</TABLE>

                                      F-55
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     Prepaid expenses relate primarily to rent and insurance.

     Inventory and barter credits

<TABLE>
<CAPTION>
                                   March 31,     September 30,    December 31,
                                        2000              1999            1998
                                           $                 $               $
                                 (Unaudited)
     <S>                          <C>            <C>              <C>
     Data storage systems            856,089                 -               -
     Media credits                   114,681                 -               -
     Travel credits                1,032,127                 -               -
                               -----------------------------------------------
                                   2,002,897                 -               -
                               ===============================================
</TABLE>

     Data storage systems comprise three major types of products: disk systems,
     optical mediums (CD and DVD servers), and tape back-up products. There are
     substantially no raw materials or work in process.

     Investment

     In connection with the proposed business combination with Aviation Group,
     Inc. ("Aviation Group") (note 23), the company has invested $7,277,600
     (U.S. $5,000,000) in Aviation Group through the purchase of 500 shares of
     non-voting Series B 12% cumulative preferred stock from Aviation Group at
     U.S. $10,000 per share liquidation value, the proceeds of which were used,
     in part, by Aviation Group to acquire Global Leisure Travel, Inc. These
     shares may be exchanged, conditional upon the completion of the proposed
     business combination, for Aviation Group Series C convertible preferred
     stock.

     Accounts payable and accrued liabilities

<TABLE>
<CAPTION>
                                    March 31,     September 30,   December 31,
                                         2000              1999           1998
                                            $                 $              $
                                  (Unaudited)
     <S>                          <C>             <C>             <C>
     Trade accounts payable         2,897,852           203,424         51,028
     Accrued professional fees        651,857                 -              -
     Other liabilities                488,665             7,249              -
     Accrued interest                  71,244            90,000              -
                                ----------------------------------------------
                                    4,109,618           300,673         51,028
                                ==============================================
</TABLE>

                                      F-56
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

6    Acquisitions (unaudited)

     All per share prices indicated for the various acquisitions outlined below
     reflect the market value of the shares at the date of announcement of the
     respective transactions. These values have been used to account for these
     transactions by the purchase method, with effect from the completion dates
     indicated.


     a)   Mr. Cheaps Travel Ltd. ("Mr. Cheaps Travel") and Gotham Media Group
          Ltd. ("Gotham Media Group")

          On October 4, 1999, the company acquired all of the outstanding shares
          of Mr. Cheaps Travel and Gotham Media Group (companies under common
          control and management) for $4,395,850 ($4,354,733 (U.S. $3,000,000)
          cash and costs of acquisition of $41,117) and 2,000,000 common shares
          at $0.61 per share. A finder's fee of 150,000 common shares at $0.61
          per share was paid to an officer of the company. The finder's fee has
          been accounted for as stock-based compensation and included in
          expense. The company acquired $2,270,000 of assets and assumed
          $555,000 of liabilities. Goodwill arising from this acquisition is
          being amortized over 10 years.

          Mr. Cheaps Travel is a travel agency specializing in discount and last
          minute airfares. Gotham Media Group acquires the rights to outdoor
          billboards, radio, television and print advertising which it exchanges
          with its airline and hotel clients in return for travel credits to be
          applied toward the purchase of travel products. Both of the companies
          are based near Portland, Oregon.

     b)   International Tours Inc., IT Cruise Inc. and GalaxSea Cruises and
          Tours, Inc.

          On October 13, 1999, the company acquired the travel marketing
          operations of International Tours, Inc., the cruise-only marketing
          operations of GalaxSea Cruises and Tours, Inc. and all of the shares
          of IT Cruise Inc. for a total of $2,992,568 (U.S. $2,000,000) in cash
          and 1,000,000 common shares at $0.60 per share. Assets with a fair
          value of approximately $202,603 were acquired. Goodwill arising from
          this acquisition is being amortized over 10 years. All of the
          companies are based in Dallas, Texas. International Tours, Inc.
          maintains a network of affiliated travel agencies in the United
          States, and GalaxSea Cruises and Tours, Inc. maintains a network of
          affiliated cruise-only offices.


     c)   Express Vacations, LLC ("Express Vacations")

          On November 1, 1999, the company acquired Express Vacations, a
          vacation package wholesaler in Reno, Nevada, for $1,528,619
          ($1,458,505 (U.S. $1,000,000) cash and costs of acquisition of
          $70,114) on closing, $1,458,505 (U.S. $1,000,000) in short-term
          promissory notes which were paid shortly after closing, and 3,462,000
          common shares at $0.68 per share. A finder's fee of 150,000 common
          shares at $0.68 per share was paid to a third party. The company
          acquired $2,163,000 of assets and assumed $2,010,000 of liabilities.
          Goodwill arising from this acquisition is being amortized over five
          years.

          The company plans to center its operations at Express Vacations'
          offices in Reno.

     d)   Legacy Storage Systems Corp. ("Legacy")

          On December 1, 1999, the company acquired all of the outstanding
          common shares of Legacy for consideration of 3,028,000 common shares
          at $0.56 per share and $140,000 in cash. The company

                                      F-57
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

          acquired $1,693,053 of assets and assumed $1,251,626 of liabilities.
          Goodwill arising from this acquisition is being amortized over 5
          years. Legacy is based in Markham, Ontario, designs and sells data
          storage systems, and is controlled by an officer of the company.

     e)   Cheap Seats Inc. ("Cheap Seats")

          On January 6, 2000, the company acquired all of the outstanding shares
          of Cheap Seats, a Los Angeles based airfare consolidator. The company
          acquired $497,000 of assets and $603,000 of liabilities. Goodwill
          arising from this acquisition is being amortized over 10 years. The
          terms of the agreement include payment of $7,333,050 ($7,250,000 (U.S.
          $5,000,000) cash and costs of acquisition of $83,050) in cash and
          5,000,000 common shares at $1.61 per share. At the time of closing,
          the company paid $7,333,050 (U.S. $5,000,000) in cash and the vendors
          advanced $726,750 (U.S. $500,000) to Cheap Seats pending resolution of
          certain working capital adjustments. Any adjustment arising from the
          settlement of this advance at an amount different than the advance
          will be accounted for as an adjustment to goodwill. As at March 31,
          2000 this amount has been included in amounts due to related parties.
          The purchase price may also be increased by up to $5,914,400 (U.S.
          $4,000,000) based on the increase in certain gross revenues during the
          period from October 1, 1999 to September 30, 2002, calculated in
          accordance with the terms of the agreement.

          Details of the fair value of net assets acquired and consideration
          given for the acquisitions, in aggregate, during the period since
          September 30, 1999 are as follows (allocations of purchase price to
          specifically identifiable net assets are not yet complete and
          therefore subject to adjustment in the near term):

<TABLE>
<S>                                                                                <C>
                                                                                   $
Net non-cash assets acquired - at fair market values
    Assets acquired                                                                         6,825,656
    Liabilities assumed                                                                    (5,146,376)
    Less: Cash of acquired operations                                                      (1,005,831)
                                                                                   ------------------
Net non-cash assets acquired                                                                  673,449
Excess of cost of net assets over assigned value - goodwill                                29,464,402
                                                                                   ------------------
                                                                                           30,137,851
                                                                                   ==================

Cash consideration (including costs of acquisition)                                        15,663,337
Promissory notes                                                                            1,458,505
Share capital issued                                                                       14,021,840
Less: Cash of acquired operations                                                          (1,005,831)
                                                                                   ------------------
                                                                                           30,137,851
                                                                                   ==================
</TABLE>

   All acquisitions are accounted for using the purchase method and the results
   of operations of each entity acquired are included from the date of
   acquisition.

                                      F-58
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     The unaudited pro forma consolidated revenues, loss and basic and diluted
     loss per share for the six months ended March 31, 2000 are $11,729,234,
     ($13,099,448) and ($0.21), respectively, presented as if the acquisition of
     Mr. Cheaps Travel and Gotham Media Group, International Tours Inc., IT
     Cruise Inc. and GalaxSea Cruises and Tours, Inc., Express Vacations, Legacy
     and Cheap Seats had occurred on October 1, 1999. This summarized
     information does not purport to be indicative of what would have occurred
     had the acquisitions actually been made as of such dates or of results
     which may occur in the future.

     The unaudited pro forma consolidated revenues, income and basic and diluted
     earnings per share for the six-months ended March 31, 1999 are $11,439,334,
     $127,463 and $0.01, respectively, presented as if the acquisition of Mr.
     Cheaps Travel and Gotham Media Group, International Tours, Inc., IT Cruise
     Inc. and GalaxSea Cruises and Tours, Inc., Express Vacations, Legacy and
     Cheap Seats had occurred on October 1, 1998. This summarized information
     does not purport to be indicative of what would have occurred had the
     acquisitions actually been made as of such dates or of results which may
     occur in the future.

7    Cash in trust

     As at March 31, 2000 (unaudited), $59,466 was held by the company's lawyers
     in trust in connection with payments required for acquisitions.

     As at September 30, 1999, $7,200,000 (U.S. $4,800,000) was held by the
     company's lawyers in trust for the company's acquisitions of Mr. Cheaps
     Travel, Gotham Media Group, International Tours, Inc., IT Cruise Inc. and
     GalaxSea Cruises and Tours, Inc.

8    Security deposits

     As at March 31, 2000 (unaudited), letters of credit totalling $656,255
     (U.S. $451,500) have been issued to various hotels. These letters of credit
     are required as security under certain hotel agreements. During the period
     ended March 31, 2000 (unaudited), $nil has been drawn against these letters
     of credit. As at March 31, 2000 (unaudited), $645,354 (U.S. $444,000) has
     been deposited as security for these letter of credit agreements.

     In addition, $170,702 (U.S. $117,442) represents the amount held as
     security for an irrevocable letter of credit issued to the Airline
     Reporting Corporation ("ARC") to comply with the applicable regulations for
     travel agencies in the United States.

                                      F-59
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

9    Property, plant and equipment

     Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                                                  March 31, 2000
                                                               -----------------------------------------------------------------
                                                                                                                     (Unaudited)
                                                                                           Accumulated
                                                                       Cost               amortization                       Net
                                                                        $                       $                              $
<S>                                                                     <C>               <C>                 <C>
     Automobiles                                                           60,896                 12,388                  48,508
     Office and computer equipment and furniture                        1,814,355                 88,349               1,726,006
     Manufacturing equipment                                               65,966                  4,399                  61,567
     Leasehold improvements                                               137,554                  3,959                 133,595
                                                               -----------------------------------------------------------------

                                                                        2,078,771                109,095               1,969,676
                                                               =================================================================

                                                                                                              September 30, 1999
                                                               -----------------------------------------------------------------
                                                                                           Accumulated
                                                                       Cost               amortization                       Net
                                                                        $                       $                              $
     Office and computer equipment and furniture                           82,771                  4,133                  78,638
                                                              ==================================================================

                                                                                                               December 31, 1998
                                                              ------------------------------------------------------------------
                                                                                           Accumulated
                                                                       Cost               amortization                       Net
                                                                        $                       $                              $
     Office and computer equipment and furniture                           79,890                 60,712                  19,178
                                                              ==================================================================
</TABLE>

10   Programming library

     On November 15, 1999, the company acquired 120 episodes of the television
     program "The Travel Magazine", except for certain home video rights and
     television distribution agency rights, for an aggregate consideration of
     $4,997,795 paid by the issuance of 2,855,883 common shares at $1.75 per
     share. All programming contained in this library consists of completed
     episodes.

     Pursuant to an agreement dated October 1, 1999, as amended on January 21,
     2000, the company purchased 130 new episodes of "The Travel Magazine" to be
     produced over the next 24 months. On closing, $4,735,033 has been paid
     towards these episodes by the issuance of 1,146,497 common shares at $4.13
     per share, with a further U.S. $1,800,000 (approximately Cdn $2,610,000) to
     be paid in cash upon the delivery of 40 new episodes. Upon receipt of these
     40 new episodes, the company has the right to terminate the arrangement and
     not pay U.S. $4,500,000 (approximately Cdn $6,525,000) cash in respect of
     the remaining 90 episodes.

                                      F-60
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     No revenue has been earned to March 31, 2000 from this programming library.

     As no new episodes have been received as at March 31, 2000, the amount of
     $4,735,033 has been included as a deduction from shareholders' equity. This
     amount will be reclassified as programming library based on the program
     costs per episode upon receipt of each episode.

11   Other intangibles

     On December 7, 1999, the company acquired the right to the 800-i-TRAVEL
     numbers and a system which utilizes a telephone switching technology that
     will route customers' calls to their closest member travel agency or to the
     company's call center. The vendor, a U.S. partnership which includes an
     officer of the company, was paid 350,000 common shares at $3.46 per share
     and warrants to purchase 50,000 common shares at U.S. $1.00 per share.
     Warrants are exercisable prior to December 7, 2002 (fair value of
     $131,450), provided certain performance criteria are fulfilled. Until such
     time that these performance criteria are met, no portion of the warrants
     issued may be exercised. Performance criteria are fulfilled if certain
     minimum numbers of customer calls to the two 1-800 numbers have been
     achieved prior to May 2001 or the average trading price of travelbyus.com
     ltd.'s common shares during November 2000, has been at least U.S. $4.00
     (approximately Cdn $5.80) per common share. In addition, the vendors will
     receive a royalty of U.S. $0.10 per call for a period of 48 months. In the
     event that certain performance criteria are not fulfilled, the vendors may
     exercise an automatic right to re-acquire the right to the 800-i-TRAVEL
     numbers and system and in the event travelbyus.com determines that it no
     longer seeks to utilize these numbers and system, travelbyus.com has the
     right to transfer the numbers and switching technology back to the vendors.
     In either circumstance, no past amounts paid are refundable to the company.
     As at March 31, 2000, the company was in the process of linking the
     company's network of member agents to this system.

12   Debentures and deferred financing costs

     On September 9, 1999, the company issued 12.5% senior redeemable debentures
     for gross proceeds of $11,950,000. The debentures earn interest at 12.5%
     per annum, payable semi-annually, and mature on September 9, 2001. The
     company may repay the debentures at any time. A senior fixed and floating
     charge covering all assets of the company has been granted as security.

     Attached to each $1,000 debenture were warrants to purchase 800 common
     shares at $0.68 per common share. The warrants expire at the earlier of
     September 9, 2001 and ten days following notice by the company of an
     amended expiry date. The company has the right to amend the expiry at any
     time that the daily closing price of the company's common shares has
     exceeded $1.36 for a period of ten trading days. If the company exercises
     its rights to amend the expiry date, the company must file a prospectus
     with the appropriate securities regulatory authorities to qualify the
     common shares issuable on exercise. As at March 31, 2000, the company has
     the right to amend the expiry date of the warrants.

     The proceeds received on the debentures have been allocated to the
     debentures and the warrants based on the relative fair values of the
     respective instruments. The debentures were initially recorded at
     $6,085,946 and the warrants at $5,864,054. The discount on the debenture
     resulted in an effective annual rate of approximately 40% and is being
     accreted over the term of the debenture.

                                      F-61
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     Costs related to the issuance of the debentures and warrants amounted to
     $1,865,671, which has been allocated to deferred financing costs and
     warrants in the amounts of $950,157 and $915,514, respectively, based on
     the relative fair values of the two instruments. Included in costs related
     to issuance is the amount of $808,112 related to 700,270 share purchase
     warrants issued to the agents based on an estimated fair value of $1.154
     per warrant. The warrants are to purchase 700,270 common shares at $0.68
     per share and expire on September 9, 2001.

     On March 9, 2000, the company repaid debentures with a face value of
     $2,494,000 for an aggregate consideration of $2,494,000. The settlement
     resulted in an extraordinary loss of $1,068,068 (including a proportionate
     share of deferred financing costs of $159,423).

13   Capital stock

     a)   On March 14, 1997, the company completed a private placement of
          3,100,000 units at $1.63 per unit for proceeds of $4,683,663 (net of
          costs of $369,337, excluding cost of compensation warrants). Each unit
          consisted of one common share and one half of a common share and one
          half of a common share purchase warrant to purchase 1,550,000 common
          shares at $2.05 per share until March 14, 1998. The agents to this
          placement were issued 155,000 common share purchase warrants
          exercisable at $2.05 per share until March 14, 1998. All purchase
          warrants expired unexercised on March 14, 1998.

     b)   On May 14, 1998, the company completed a private placement of
          4,000,000 common shares at $0.12 per share for proceeds of $464,634
          (net of costs of $15,366).

     c)   During the period ended September 30, 1999, the company completed a
          private placement of 20,000,000 common shares at $0.06 per share for
          gross proceeds of $1,200,000 (net proceeds $1,175,000).

     d)   The company has issued warrants to purchase a total of 10,260,270
          common shares at $0.68 per share for a period of two years in
          connection with the debenture financing (note 13). As of March 31,
          2000 (unaudited), 5,367,770 of the warrants were outstanding.

     e)   On December 21, 1999 (unaudited), the company completed a private
          placement of 8,000,000 special warrants at a price of $2.50 per
          special warrant for proceeds of $18,463,392 (net of costs of
          $1,536,608 excluding cost of compensation warrants), each special
          warrant being exchangeable, without additional consideration, into one
          common share and one half of a share purchase warrant, each whole
          warrant entitling the holder to purchase an additional common share
          for a price of $3.50 per share for a period of 15 months. The company
          has filed a preliminary prospectus to qualify the common shares and
          share purchase warrants issuable upon exercise of the special warrants
          offering. If receipts for a final prospectus qualifying the issuance
          of the common shares and share purchase warrants have not been issued
          by applicable regulatory authorities within 180 days of the closing of
          the special warrant offering, holders of the special warrants will be
          entitled to receive 1.1 common shares (in lieu of one common share)
          upon the exercise of each special warrant. The agents were paid a
          commission of 7% of the gross proceeds of the special warrant offering
          together with compensation warrants entitling the agents to purchase
          that number of common shares equal to 10% of the number of special
          warrants placed at a price of $2.50 per share for a period of 15
          months from the closing of the offering.

                                      F-62
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     f)   In addition, the company completed a private placement of 4,000,000
          units at a price of $2.50 per unit for proceeds of $9,231,696 (net of
          costs of $768,304, excluding cost of compensation warrants), each unit
          consisting of one common share and one half of a share purchase
          warrant, each whole warrant entitling the holder to purchase an
          additional common share at a price of $3.50 for a period of 15 months.
          The agent was paid a commission of 7% of gross proceeds together with
          warrants to purchase that number of common shares equal to 7% of the
          number of units placed at a price of $2.50 per share for a period of
          15 months (280,000 warrants). As of March 31, 2000 (unaudited),
          1,828,250 of the warrants at $3.50 per share and 65,000 of the
          warrants at $2.50 per share were outstanding.

     g)   During March 2000, the company received advances in the amount of
          $2,920,000 (U.S. $2,000,000) from certain investors related to
          Aviation Group Inc. and Global Leisure Travel, Inc. (note 22(a)) on
          the understanding that these advances would be applied towards a
          private placement subscription for which the terms had not been agreed
          as at March 31, 2000. Subsequent to March 31, 2000, the company agreed
          to issue 930,000 common shares at U.S. $2.15 per share (approximately
          Cdn $3.15 per share) to these investors further to the understanding
          described above.

     h)   The ending accumulated other comprehensive income balance of $244,504
          consists of an accumulated unrealized gain on marketable securities of
          $295,399, offset by an accumulated unrealized foreign exchange
          translation adjustment of $50,895.

14   Income taxes

     The company is subject to U.S. federal and state income taxes in the U.S.
     and Canadian federal and provincial taxes in Canada.

     The company has non-capital losses for Canadian income tax purposes of
     approximately $10,024,000 which are available for carryforward to reduce
     future years' taxable income. These income tax losses expire as follows:

<TABLE>
<CAPTION>
                                                                                                    $
          <S>                                                                         <C>
          Year ending September 30, 2001                                                      181,000
                                    2002                                                            -
                                    2003                                                      926,000
                                    2004                                                    1,278,000
                                    2005                                                    1,775,000
                                    2006                                                    1,168,000
          Subsequent thereto (unaudited)                                                    4,696,000
                                                                                      ---------------

                                                                                           10,024,000
                                                                                      ---------------
</TABLE>

     In addition, the company has net capital losses of approximately
     $46,700,000 (unaudited) available for application against net taxable
     capital gains of future years.

                                      F-63
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     At March 31, 2000 (unaudited), the company has non-capital losses for U.S.
     income tax purposes of approximately U.S. $2,190,000 which are available
     for carryforward to reduce future years' taxable income of the U.S.
     companies. The losses expire in 2020.

     Net deferred tax assets are as follows:


<TABLE>
<CAPTION>
                                                                            March 31,          September 30,           December 31,
                                                                                 2000                   1999                   1998
                                                                                    $                      $                      $
                                                                           (Unaudited)
          <S>                                                       <C>                        <C>                     <C>
          Deferred tax assets
          Net operating loss carryforwards                                  6,034,400              2,397,200              1,531,200
          Net capital loss carryforwards                                   21,015,000             21,015,000             21,015,000
          Share issue costs                                                   375,800                      -                122,000
                                                                   ----------------------------------------------------------------

                                                                           27,425,200             23,412,200             22,668,200
          Deferred tax asset valuation allowance                          (27,425,200)           (23,412,200)           (22,668,200)
                                                                  -----------------------------------------------------------------
          Net deferred tax assets                                                   -                      -                      -
                                                                  =================================================================
</TABLE>

     Management believes there is sufficient uncertainty regarding the
     realization of deferred tax assets such that a full valuation allowance has
     been provided.

     The income tax provision for the period ended March 31, 2000 differs from
     the amount obtained by applying the applicable statutory income tax rates
     to loss before income taxes as follows:

<TABLE>
<CAPTION>
                                                                                              Period from
                                                                           Six-month      January 1, 1999
                                                                        period ended                   to             Year ended
                                                                           March 31,        September 30,           December 31,
                                                                                2000                 1999                   1998
                                                                                   $                    $                      $
                                                                         (Unaudited)
<S>                                                                    <C>                <C>                       <C>
    Combined statutory income tax rate                                            45%                    45%                    45%
                                                                       ------------------------------------------------------------

    Income tax recovery based on combined statutory rate                   5,621,000                744,000                577,000
    Effect of combined U.S. and Canadian income tax rates for the
     period ended March 31, 2000.                                         (1,569,000)                     -                      -
    Non-deductible expenses                                                  (39,000)                     -                 (2,000)
    Non-capital losses for which no benefit has been recognized           (4,013,000)              (744,000)              (575,000)
                                                                       -----------------------------------------------------------
    Losses acquired                                                                -                      -                      -
                                                                       ===========================================================
                                                                                   -                      -                      -
                                                                       ===========================================================
</TABLE>

                                      F-64
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

15   Commitments and contingencies

     The company has operating leases for the rental of office premises and
     equipment. Payments required under these leases are as follows:


                                             March 31,     September 30,
                                                  2000              1999
                                                     $                 $
                                           (Unaudited)

          2000                                 202,926           171,449
          2001                                 444,898           124,681
          2002                                 268,994           118,909
          2003                                  79,769             9,522
          2004                                  66,363
                                           ------------------------------
                                             1,062,950           424,561
                                           ==============================

     The company in turn has expected revenues in accordance with contract terms
     on certain sub-lease agreements related to office premises as follows:


                                             March 31,     September 30,
                                                  2000              1999
                                                     $                 $
                                           (Unaudited)

          2000                                  58,569            58,569
          2001                                  77,628            77,628
          2002                                  77,628            77,628
          2003                                   6,469             6,469
                                          -------------------------------
                                               220,294           220,294
                                          ===============================

     The company paid a deposit of U.S. $10,000 in connection with a potential
     acquisition which was not completed. The vendor has taken action against
     the company in the amount of U.S. $300,000 alleging that the company was in
     breach of an agreement to acquire the assets of the vendor. The company
     intends to vigorously defend this action; however, as the proceedings are
     at a very early stage, the ultimate liability or settlement with respect to
     this action cannot be determined at this time.


16   Related party transactions

     a) During the period ended March 31, 2000 (unaudited), the company paid
        $311,191 (September 30, 1999 - $120,050) in consulting fees to companies
        controlled by officers and directors.

     b) During the period ended March 31, 2000 (unaudited), the company paid or
        accrued legal fees totalling $492,878 (September 30, 1999 - $256,166) to
        a firm in which a director is a partner.

                                     F-65
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     c) As at March 31, 2000 (unaudited), $243,520 (September 30, 1999 -
        $218,684; December 31, 1998 - $2,968) was due to a law firm in which a
        director is a partner, and $726,750 is potentially repayable to officers
        of a subsidiary company (note 6(e)).


17   Fair value of financial instruments

     The fair value of cash and cash equivalents, accounts receivable, accounts
     payable and accrued liabilities approximate their carrying value due to the
     relatively short term to maturity of these instruments. The fair value of
     the marketable securities is based on quoted market values. The fair value
     of the debentures has been recorded by discounting the face value of the
     debenture and related semi-annual interest payments using an implicit rate
     equivalent to debt instruments without representation of detachable
     warrants.


18   Concentration of credit risk

     Financial instruments which potentially subject the company to
     concentrations of credit risk consist primarily of cash and cash
     equivalents and trade accounts receivable. The company limits its exposure
     to credit loss by placing its cash and cash equivalents on deposit with
     high credit quality financial institutions. Receivables arising from sales
     to customers are generally not significant individually and are not
     collateralized; as a result, management continually monitors the financial
     condition of its customers to reduce the risk of loss.


19   Segmented information

     The company operates within three operating segments: Travel, Technology
     and Other. The Travel segment provides a broad range of travel products,
     targeted primarily at the leisure customer, including airfare, hotel rooms,
     cruise packages, and ground packages. Products and services are offered
     through the traditional travel agency base, 1-800 call centers and the
     internet. Included in the Travel segment are the operations of the
     following subsidiaries: Mr. Cheaps Travel, International Tours Inc.,
     GalaxSea Cruises and Tours, Inc., Express Vacations, and Cheap Seats.

     The Technology segment designs and manufactures electronic data storage
     systems. Included in this segment is the operations of Legacy.

     The Other segment consists of advertising and associate marketing
     operations of International Tours Inc. and GalaxSea Cruises and Tours, Inc.

     The accounting policies of the segments are the same as those described in
     the summary of significant accounting policies.

     For the period and years prior to March 31, 1999, the company has a single
     operating segment which encompassed its mining operations which were
     discontinued (note 21). As a result of the significant change in the
     direction of the company, segmented information for the quarter ended March
     31, 1999 and the years ended December 31, 1998 and 1997 would reflect only
     corporate expenses.

                                     F-66
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                        Consolidated                                Travel
                                 -----------------------------------       -----------------------------------
                                                          Continuing                               Continuing
                                                      operations for                           operations for
                                     Six-month            the period          Six-month            the period
                                        period          from January             period          from January
                                         ended            1, 1999 to              ended            1, 1999 to
                                     March 31,         September 30,          March 31,         September 30,
                                          2000                  1999               2000                  1999
                                             $                     $                  $                     $
                                   (Unaudited)                              (Unaudited)
<S>                              <C>                  <C>                  <C>                  <C>
Revenue
 from external customers             7,796,090                     -          6,324,012                     -
                                 ----------------------------------------------------------------------------

Operating loss                      (7,830,595)           (1,415,714)        (8,368,111)           (1,415,714)
Capital asset and goodwill
 amortization                        1,177,446                79,009          1,020,515                79,009
Interest expense                        23,203                     -              2,491                     -
                                                                           ----------------------------------
                                                                             (9,391,117)           (1,494,723)
                                                                           ----------------------------------

Corporate interest expense           2,659,591               287,549
Corporate interest income             (266,783)               (6,972)
                                 -----------------------------------

Extraordinary loss from
 repayment of debentures            (1,068,068)
Loss for the period                (12,492,120)           (1,775,300)
                                 -----------------------------------

Capital expenditures                   741,538                     -            741,538                     -
Additions to goodwill               29,139,402                     -         24,557,907                     -

Total assets                        63,232,595            12,682,236         61,889,358            12,682,236

<CAPTION>
                                                          Technology                                     Other
                                   ---------------------------------       -----------------------------------
                                                          Continuing                                Continuing
                                                      operations for                            operations for
                                       Six-month          the period          Six-month             the period
                                          period        from January             period           from January
                                           ended          1, 1999 to              ended             1, 1999 to
                                       March 31,       September 30,          March 31,          September 30,
                                            2000                1999               2000                   1999
                                               $                   $                  $                      $
                                      (Unaudited)                           (Unaudited)
<S>                                <C>                <C>                  <C>                  <C>
Revenue
 from external customers                 796,223                    -           675,855                     -
                                   ---------------------------------------------------------------------------

Operating loss                          (138,339)                   -           675,855                     -
Capital asset and goodwill
 amortization                             41,349                    -           115,582                     -
Interest expense                          20,712                    -                 -                     -
                                    --------------------------------------------------------------------------
                                        (200,400)                   -           560,273                     -
                                    --------------------------------------------------------------------------

Corporate interest expense
Corporate interest income

Extraordinary loss from
 repayment of debentures
Loss for the period

Capital expenditures                           -                    -                 -                     -
Additions to goodwill                  1,254,680                    -         3,326,815                     -

Total assets                           1,343,237                    -         3,326,815                     -
</TABLE>

   Revenues are attributed to countries based on location of customers.

   Revenue and goodwill are primarily derived from and capital assets are
   substantially employed in the U.S.

   For the year ended September 30, 1999, the capital assets were substantially
   employed in Canada.

                                     F-67
<PAGE>

travelbyus.com ltd.
Note to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

20   Discontinued operations

     As described in note 1, the company discontinued its mining activities and
     accordingly the results of operations from these operating activities have
     been disclosed separately from those of continuing operations for the
     periods presented. During the period ended September 30, 1999, the company
     discontinued all mining activities and abandoned its South American mineral
     property interests. No gain or loss arose on the disposal of assets related
     to these discontinued operations. The company had no revenues and no other
     income or loss from these discontinued operations other than those already
     disclosed in the consolidated statement of operations and deficit for the
     periods presented.

     The remaining assets and liabilities of discontinued operations are as
     follows:


                                  March 31,     September 30,     December 31,
                                       2000              1999             1998
                                          $                 $                $
                                 (Unaudited)

          Current assets                  -                 -          234,450
          Capital assets                  -                 -           19,178
          Current liabilities             -                 -           53,996


21   Stock options and warrants

     The company has a Stock Option Plan that provides for the granting of
     options to purchase common shares to directors, officers, employees and
     consultants of the company. The number of common shares reserved for
     issuance under the Stock Option Plan shall not exceed 6,500,000 common
     shares or a greater number as approved by the shareholders of the company.
     Terms of the options shall not be for a period less than one year or longer
     than 10 years. The option price shall be fixed by the directors of the
     company subject to price restrictions imposed by the regulators. All
     options were granted at or above market value at the date of grant.
     Accordingly, no current or deferred compensation expense has been recorded
     in the periods presented.


                                     F-68
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     Stock option transactions


                                                                     Weighted
                                                                      average
                                                                     exercise
                                                        Shares          price
                                                                            $

Balance outstanding - December 31, 1997              1,837,000           2.22
     Options granted during the year                 1,075,000           0.54
     Options expired during the year                (1,737,000)          2.21
     Options exercisable at end of year                350,000           0.64

Balance outstanding - December 31, 1998              1,175,000           0.70
     Options granted during the year                 2,725,000           0.65
     Options exercised during the year                (550,000)          0.34
     Options expired during the year                  (675,000)          1.12
     Options exercisable at end of year                350,000           0.64

Balance outstanding - September 30, 1999             2,675,000           0.61
     Options granted during the period               3,008,000           3.53
     Options exercised during the period              (323,500)          0.51
     Options expired during the period                 (87,500)          0.60
     Options exercisable at end of period            1,357,000           0.68

Balance outstanding - March 31, 2000 (unaudited)     5,272,000           2.28

                                     F-69
<PAGE>

travelbyus.com ltd.
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     The following table summarizes information about options outstanding at
     March 31, 2000 (unaudited).

                                    Number
               Range of        Outstanding       Weighted average
               exercise       at March 31,              remaining
                 prices               2000       contractual life
                      $

                   0.12  /1/       300,000              36 months
                   0.46  /1/       600,000              50 months
                   0.46  /1/       175,000               6 months
                   0.55  /2/        89,000              52 months
                   0.79  /1/       600,000              51 months
                   1.00  /1/       500,000              52 months
                   1.65  /1/       675,000              56 months
                   3.20  /3/       200,000              22 months
                   3.30  /2/       259,000              57 months
                   3.75  /2/        50,000              10 months
                   3.80  /2/        18,000              59 months
                   3.90  /1/       100,000              58 months
                   4.04  /2/         6,000              58 months
                   4.08  /2/         4,500              59 months
                   4.28  /2/     1,467,500              58 months
                   4.29  /2/        19,500              58 months
                   4.39  /2/         7,500              61 months
                   4.47  /2/        21,000              60 months
                   4.50  /2/       105,000              60 months
                   4.90  /2/        75,000              58 months

     /1/Options vest per one year period, with 1/2 vesting in six months and 1/2
     vesting in the remaining six months.

     /2/Options vest over a three-year period, with 1/3 vesting in each year.

     /3/Options vest at specific dates as follows:


          50,000 on May 8, 2000
          50,000 on August 6, 2000
          50,000 on November 5, 2000
          50,000 on February 3, 2001

                                     F-70
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
-------------------------------------------------------------------------------

(expressed in Canadian dollars)

     Warrant transactions

     The following table summarizes information about the company's warrant
     activity:


<TABLE>
<CAPTION>
                                                                                     Number of
                                                                                    underlying            Exercise
                                                                                        shares               price
                                                                                                                 $
 <S>                                                                                 <C>                  <C>
          Warrants outstanding - December 31, 1997                                   1,705,000                2.05
          Surrendered or expired                                                    (1,705,000)               2.05
                                                                                  --------------------------------

          Warrants outstanding - December 31, 1998                                           -                   -
          Issued                                                                    10,267,270                0.68
                                                                                  --------------------------------

          Warrants outstanding - September 30, 1999                                 10,267,270                0.68
          Issued                                                                     2,330,000         1.48 - 3.50
          Exercised                                                                 (5,279,250)        1.48 - 3.50
                                                                                  --------------------------------

          Warrants outstanding - March 31, 2000 (unaudited)                          7,318,020         0.68 - 3.50
                                                                                  --------------------------------
</TABLE>

     Warrants outstanding at March 31, 2000 are due to expire from March 21,
     2001 to September 9, 2001.


     Pro forma compensation costs


     Had the company determined compensation costs based on fair value at the
     date of grant for its awards under the method for determining fair value
     prescribed by Statement of Financial Accounting Standards (SFAS) No. 123,
     "Accounting for Stock-Based Compensation" the company's pro forma loss and
     loss per share would be as follows:


<TABLE>
<CAPTION>
                                                                                    Period from
                                                                                     January 1,
                                                   Six-month periods ended              1999 to
                                                                 March 31,         September 30,         Years ended December 31,
                                           --------------------------------------------------------------------------------------
                                                       2000           1999                  1999            1998             1997
                                                          $              $                     $               $                $
                                                 (Unaudited)    (Unaudited)
<S>                                             <C>               <C>                 <C>             <C>             <C>
     Net loss for the period                    (12,492,120)      (251,430)           (1,772,215)     (1,282,999)     (10,780,020)
          Additional
          compensation
          expense                                (2,259,113)             -              (125,113)       (206,450)        (263,150)
                                           --------------------------------------------------------------------------------------
     Pro forma net loss                         (14,751,233)      (251,430)           (1,897,328)     (1,489,449)     (11,043,170)
                                           --------------------------------------------------------------------------------------

     Pro forma basic and
          diluted loss per
          common share                                (0.23)         (0.01)                (0.05)          (0.08)           (0.71)
                                           --------------------------------------------------------------------------------------
</TABLE>

                                     F-71
<PAGE>

travelbyus.com ltd
Notes to Consolidated Financial Statements
Six months periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in Canadian dollars)

     The pro forma compensation expense reflected above has been estimated using
     the Black Scholes option pricing model. Assumptions used in the pricing
     model included:

     a) risk-free interest rate of between 5.40% - 5.67%;

     b) expected volatility of 90%;

     c) expected dividend yield of $nil; and

     d) an estimated average life of one to three years.


22   Subsequent events

     a) The company entered into a letter of intent on February 28, 2000 (as
        amended March 16, 2000, April 18, 2000, April 25, 2000 and May 3, 2000)
        to merge with Aviation Group Inc. ("Aviation Group"), an aviation
        services company based in Dallas, Texas. Aviation Group provides
        services and products to airline companies and other aviation firms
        primarily in the United States. The completion of the arrangement is
        subject to receipt of requisite regulatory approval, including without
        limitation the approval of an Ontario, Canada court, the Toronto Stock
        Exchange and the Canadian Venture Exchange. When the arrangement is
        completed, the company will become an indirect subsidiary of Aviation
        Group. The arrangement will result in a change in control of Aviation
        Group and former travelbyus.com ltd. shareholders will own directly or
        indirectly more than 90% of Aviation Group's outstanding common stock.
        The proposed terms of the business combination contemplate a three-stage
        structure which includes a bridge financing, a business combination of
        Aviation Group and Global Leisure Travel, Inc. ("Global Leisure") and
        finally the proposed business combination of Aviation Group and the
        company. Through Aviation Group, the company will acquire 100% of
        Seattle based Global Leisure, a provider of discount air and land
        vacation packages. U.S. $16,200,000 (approximately Cdn $23,510,400) of
        9% preferred shares and 4,250,000 warrants will be issued to Global
        Leisure debt and shareholders. This arrangement includes a termination
        clause whereby if the board of directors of either the company or
        Aviation Group decides not to complete the proposed business
        combination, then that party must pay a termination fee of U.S.
        $1,000,000 (approximately Cdn $1,451,300) to the other party. In
        connection with the business combination of Aviation Group and Global
        Leisure, a financing arrangement was completed whereby $5,000,000 was
        invested in Aviation Group by the company through the purchase of 500
        shares of Series B preferred stock from Aviation Group at $10,000 per
        share (paid during March 2000 (note 5)); $2,000,000 invested in Aviation
        Group by private investors in the purchase of 750,000 shares of Aviation
        Group common stock at $2.67 per share; and approximately $16,500,000
        invested in Aviation Group by private investors in the purchase of
        approximately 1,650 units of Aviation Group Series B preferred stock and
        Series C warrants, at a price of $10,000 per unit, each unit consisting
        of one share and 750 warrants.

     b) On April 3, 2000, the company acquired the travel operations of Bell
        Travel Systems ("BTS Travel"), for consideration of U.S. $1,900,000
        (approximately Cdn $2,761,200) in cash and 690,558 common shares at
        $3.80 per share (based on the announcement date price). BTS Travel is a
        travel agency consortium based in Scotts Valley, California.

     c) On April 4, 2000, the company acquired all of the outstanding shares of
        Cruise Shoppes America, Ltd. ("Cruise Shoppes"), a cruise and leisure
        sales organization based in New Orleans, Louisiana. The terms of the
        agreement include payment of U.S. $1,800,000 (approximately Cdn
        $2,615,600), paid in March 2000 in cash, and 2,619,000 common shares at
        $4.14 per share (based on the announcement date price), subject to
        adjustment based on the trading price of the common shares on July 5,
        2000.

     d) On May 23, 2000, the company acquired Epoch Technology, Inc. ("Epoch")
        for consideration of U.S. $2,000,000 (approximately Cdn $2,999,100) in
        cash and 3,200,000 common shares at $2.80 per share (based on the
        announcement date price). Epoch is a tour wholesale software development
        company based in Dallas, Texas. To make this purchase, the company
        borrowed U.S. $1,975,000 (approximately Cdn $2,961,600) from Aviation
        Group under a 12% note due February 28, 2001, or earlier in certain
        events, and granted a security interest in Epoch stock to Aviation Group
        to secure the note. The security interest is subordinate to the security
        interest of the holders of the company's 12.5% senior redeemable
        debentures. Aviation Group obtained the funds for this note from a U.S.
        $3,000,000 (approximately Cdn $4,498,600) investor loan that has been
        guaranteed by the company.

     e) On May 23, 2000, the company entered into a letter of intent with
        Travel24.com AG ("Travel24.com") to create a strategic partnership
        through a cross shareholding arrangement. Under this arrangement,
        Travel24.com would deliver U.S. $5,000,000 (approximately Cdn
        $7,497,600) and 1,482,594 newly issued common shares of Travel24.com to
        the company in exchange for 13,800,000 newly issued common shares of the
        company and invest US $3,000,000 (approximately Cdn $4,498,560) in a
        convertible, callable, redeemable, secured debenture due on June 16,
        2002 with interest payments payable quarterly in arrears until such time
        that the debenture is paid in full. This debenture is convertible at the
        option of the holder, at any time, for such number of common shares of
        the company that is determined by dividing the oustanding principal
        amount by US $3.00 (approximately Cdn $4.50). As a result, on a fully
        diluted basis if the arrangement were completed concurrently, the
        company would own approximately 13% of Travel24.com's common shares and
        Travel24.com would own approximately 15% of the company's common shares.


                                     F-72
<PAGE>

[LOGO OF PRICEWATERHOUSECOOPERS]

Report of PricewaterhouseCoopers LLP Independent Auditors

To the Directors of
Cruise Shoppes America, Ltd.


We have audited the balance sheets of Cruise Shoppes America, Ltd. as at June
30, 1999 and 1998 and the statements of earnings and retained earnings, changes
in shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at June 30, 1999 and 1998 and
the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
April 12, 2000
Vancouver, Canada

                                      F-73
<PAGE>

Cruise Shoppes America, Ltd.
Balance Sheets
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                            March 31,                 June 30,               June 30,
                                                                 2000                     1999                   1998
                                                                    $                        $                      $
                                                          (Unaudited)
<S>                                                       <C>                         <C>                    <C>
Assets

Current assets
Cash and cash equivalents                                      62,676                  128,833                127,082
Marketable securities                                       1,075,127                1,092,096                542,812
Accounts receivable (net of allowance of $nil)                697,826                  372,905                511,158
Income taxes receivable                                             -                   51,635                 34,591
Prepaids and other assets                                      69,547                   11,321                 12,342
                                                          -----------------------------------------------------------
Total current assets                                        1,905,176                1,656,790              1,227,985

Deposit (note 3)                                               22,727                   21,945                 20,950

Capital assets (note 5)                                        85,862                   94,480                 78,274
                                                          -----------------------------------------------------------
                                                            2,013,765                1,773,215              1,327,209
                                                          ===========================================================

Liabilities

Current liabilities
Accounts payable and accrued liabilities                       20,147                  242,306                211,161
Income taxes payable                                          214,535                        -                      -
Due to related parties (note 7)                                     -                  446,952                173,660
Notes payable (note 8)                                              -                   18,347                 21,347
Deferred income taxes (note 9)                                198,908                   50,751                116,301
                                                          -----------------------------------------------------------
Total current liabilities                                     433,590                  758,356                522,469
                                                          -----------------------------------------------------------
Shareholders' Equity

Capital stock
Authorized
    1,000 common shares without par value

Issued
    1,000 shares (1999 - 1,000; 1998 - 1,000)                 105,800                  105,800                105,800

Paid-in capital                                                81,786                        -                      -

Accumulated other comprehensive income                         69,252                   66,462                  5,276

Retained earnings                                           1,323,337                  842,597                693,664
                                                          -----------------------------------------------------------
Total shareholders' equity                                  1,580,175                1,014,859                804,740
                                                          -----------------------------------------------------------
                                                            2,013,765                1,773,215              1,327,209
                                                          ===========================================================

Commitments (note 6)

Subsequent events (note 10)

Approved by the Board of Directors
</TABLE>
 /s/ Gary Brown                            /s/ Michael J. Wild
____________________________Director       _____________________________Director

   The accompanying notes are an integral part of the financial statements.

                                      F-74
<PAGE>

Cruise Shoppes America, Ltd.
Statements of Earnings and Retained Earnings
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                    Nine-month periods ended
                                                                   March 31,                       Years ended June 30,
                                                  ---------------------------------      ----------------------------------
                                                            2000               1999               1999                1998
                                                               $                  $                  $                   $
                                                     (Unaudited)        (Unaudited)
<S>                                                <C>                  <C>               <C>                    <C>
Commissions                                           1,707,853          1,292,160           2,387,490           1,975,581

Advertising revenues                                    242,363            186,638             241,888             160,439
                                                    ----------------------------------------------------------------------
                                                      1,950,216          1,478,798           2,629,378           2,136,020
                                                    ----------------------------------------------------------------------

Expenses
Cost of services revenues                               222,974            171,707             222,537             148,555
Selling, general and administrative                     365,482            372,711             630,213             581,996
Salaries and commissions                                616,853            473,974           1,632,311           1,194,985
                                                    ----------------------------------------------------------------------

                                                      1,205,309          1,018,392           2,485,061           1,925,536
                                                    ----------------------------------------------------------------------
Earnings from operations                                744,907            460,406             144,317             210,484
                                                    ----------------------------------------------------------------------
Other income (expenses)
Interest income                                             782             16,804                 995              14,061
Dividend income                                          20,560                  -              20,158              13,235
Capital gains                                             8,433                  -              22,895               9,140
Interest expense                                         (2,358)            (7,089)             (9,305)             (2,032)
                                                    ----------------------------------------------------------------------
                                                         27,417              9,715              34,743              34,404
                                                    ----------------------------------------------------------------------

Earnings before income taxes                            772,324            470,121             179,060             244,888
                                                    ----------------------------------------------------------------------
Provision for (recovery of) income taxes
Current                                                 143,427            411,096             130,077             (18,816)
Deferred                                                148,157           (242,628)            (99,950)            112,903

                                                        291,584            168,468              30,127              94,087
                                                    ----------------------------------------------------------------------
Net earnings for the period                             480,740            301,653             148,933             150,801

Retained earnings - Beginning of period                 842,597            693,664             693,664             542,863
                                                    ----------------------------------------------------------------------
Retained earnings - End of period                     1,323,337            995,317             842,597             693,664
                                                    ======================================================================
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                      F-75
<PAGE>

Cruise Shoppes America, Ltd.
Statements of Changes in Shareholders' Equity
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                       Accumulated
                                                                                                             other
                                                             Common stock   Additional               comprehensive           Total
                                                  -----------------------
                                                  Number of                    paid-in     Retained         income   shareholders'
                                                     shares        Amount      capital     earnings         (loss)          equity
                                                                        $            $            $              $               $
<S>                                               <C>             <C>       <C>           <C>        <C>             <C>
Balance - June 30, 1997                               1,000       105,800            -      542,863            (38)        648,625
Comprehensive income
  Earnings for the year                                   -             -            -      150,801              -
Other comprehensive income
  Unrealized gain on marketable securities
     (net of tax of $3,398)                               -             -            -            -          5,314
Total comprehensive income                                                                                                 156,115
                                                  --------------------------------------------------------------------------------

Balance - June 30, 1998                               1,000       105,800            -      693,664          5,276         804,740
Comprehensive income
  Earnings for the year                                   -             -            -      148,933              -
Other comprehensive income
  Unrealized gain on marketable securities
     (net of tax of $34,400)                              -             -            -            -         61,186
Total comprehensive income                                                                                                 210,119
                                                  --------------------------------------------------------------------------------

Balance - June 30, 1999                               1,000       105,800            -      842,597         66,462       1,014,859
Forgiveness of shareholder loan payable                   -             -       81,786            -              -          81,786
Comprehensive income
  Earnings for the period                                 -             -            -      480,740              -
Other comprehensive income
  Unrealized gain on marketable securities
     (net of tax of $1,783)                               -             -            -            -          2,790
Total comprehensive income                                                                                                 483,530
                                                  --------------------------------------------------------------------------------

Balance - March 31, 2000 (Unaudited)                  1,000       105,800       81,786    1,323,337         69,252       1,580,175
                                                  ================================================================================
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                      F-76
<PAGE>

Cruise Shoppes America, Ltd.
Statements of Cash Flows
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                     Nine-month periods ended
                                                                                    March 31,              Years ended June 30,
                                                                 ----------------------------       ---------------------------

                                                                        2000             1999             1999             1998
                                                                           $                $                $                $
                                                                 (Unaudited)      (Unaudited)
<S>                                                              <C>              <C>               <C>                <C>
Cash flows from operating activities
Net earnings for the period                                          480,740          301,653          148,933          150,801
    Items not affecting cash
         Amortization                                                 18,795           17,849           25,132           21,493
         Deferred income taxes (note 9)                              148,157         (242,628)         (99,950)         112,903
         Gain on sale of marketable securities                        (8,433)               -                -                -
Accounts receivable                                                 (324,921)         434,012          138,253         (231,196)
Prepaids and other assets                                            (58,226)         (11,613)           1,021            6,511
Accounts payable and accrued liabilities                              33,760          489,674           14,101           84,563
Due to related parties (note 7)                                     (365,166)         (81,197)         273,292          364,079
                                                                 --------------------------------------------------------------

                                                                     (75,294)         907,750          500,782          509,154
                                                                 --------------------------------------------------------------
Cash flows from investing activities
Investment in marketable securities                                        -         (785,322)        (453,698)        (381,787)
Proceeds from sale of marketable securities                           20,097                -                -                -
Purchase of capital assets                                           (10,178)         (31,343)         (41,338)         (25,977)
(Increase) decrease in deposit                                          (782)             950             (995)         (20,950)
                                                                 --------------------------------------------------------------

                                                                       9,137         (815,715)        (496,031)        (428,714)
                                                                 --------------------------------------------------------------
Cash flows from financing activities
Repayment of notes payable                                                 -           (3,000)          (3,000)          (9,131)
                                                                 --------------------------------------------------------------
(Decrease) increase in cash and cash equivalents                     (66,157)          89,035            1,751           71,309

Cash and cash equivalents -
    Beginning of period                                              128,833          127,082          127,082           55,773
                                                                 --------------------------------------------------------------
Cash and cash equivalents -
    End of period                                                     62,676          216,117          128,833          127,082
                                                                 ==============================================================
Interest paid                                                         (2,357)          (7,089)           9,305            2,032
                                                                 ==============================================================
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                      F-77
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

1    Nature of operations

     Cruise Shoppes America, Ltd. ("the company") is engaged in the marketing of
     cruise packages to its network of affiliated retail travel agencies based
     throughout North America and is located in Metairie, Louisiana.

     Revenues are earned from customers located in the United States. Capital
     assets of the company are located in the United States.


2    Summary of significant accounting policies

     Basis of presentation

     The accompanying financial statements have been prepared in accordance with
     accounting principles generally accepted in the United States.

     Revenue recognition

     The company's revenue consists primarily of commissions from the sale of
     cruise ship vacation packages. The company earns commission revenue from
     the sale of these cruise packages which are recognized on the scheduled
     departure date of the cruise, provided that collection is reasonably
     assured. The company also earns revenue from volume bonuses and override
     commission which are recognized as specified in accordance with contractual
     arrangements with travel product suppliers.

     Advertising revenues are also derived from travel product suppliers'
     advertising included in printed marketing and promotional materials
     prepared by the company and delivered to travel agents and customers.
     Advertising revenues are recognized at the time the marketing and
     promotional materials are distributed to the travel agents and customers,
     and when collectibility is reasonably assured. Costs of sales comprise the
     costs of developing and producing the marketing and promotional materials.

     Marketable securities

     Marketable securities consisting of mutual fund investments are considered
     available-for-sale and are stated at market value. Unrealized holding gains
     and losses are excluded from earnings and reported in a separate component
     of shareholders' equity.

     Capital assets

     Capital assets are stated at cost. Amortization is recorded on a straight-
     line basis to amortize the cost of the capital assets over their estimated
     useful lives. Amortization rates are as follows:


          Furniture and fixtures                            7 years
          Computer equipment and software               3 - 5 years
          Leasehold improvements                            remaining lease term

                                     F-78
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)


     Income taxes

     The company follows the asset and liability method for accounting for
     income taxes. Under this method, deferred income tax assets and liabilities
     are recognized for the estimated tax consequences attributable to
     differences between the financial statement carrying values and their
     respective income tax basis (temporary differences). The effect on deferred
     income tax assets and liabilities of a change in tax rates is recognized in
     income in the period that includes the enactment date.

     A valuation allowance is provided for deferred income tax assets if it is
     more likely than not that the company will not realize the future benefit
     or the future deductibility is uncertain.

     Use of estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles in the United States requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and the disclosure of contingent assets and liabilities at
     the date of the financial statements and revenues and expenses for the
     period reported. Management believes its estimates to be appropriate;
     however, actual results could differ from the amounts estimated.

     Cash and cash equivalents

     Cash and cash equivalents consist of cash balances with banks and
     investments in money market instruments with original maturities of less
     than 90 days.

     Financial instruments

     The carrying values reported on the balance sheet for cash and cash
     equivalents, accounts receivable, accounts payable and accrued liabilities,
     amounts due to related parties, and notes payable approximate their fair
     values due to the short-term nature of those instruments. The carrying
     values of marketable securities approximate their fair values as they are
     stated at market value.

3    Deposit

     The company is required to maintain a certificate of deposit as security
     for a letter of credit provided to the Airline Reporting Corporation. These
     funds earn interest at 4.75% per annum.

                                     F-79
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)


4    Balance sheet components


<TABLE>
<CAPTION>
                                                                                                       June 30,
                                                                                 ------------------------------
                                                                March 31,
                                                                     2000               1999               1998
                                                                        $                  $                  $
                                                               (Unaudited)
<S>                                                            <C>               <C>                  <C>
     Accounts receivable
     Due from affiliates                                                -                  -            150,000
     Employee advances                                                250                  -                  -
     Accounts receivable - override commissions                   697,576            372,905            223,289
                                                                -----------------------------------------------
                                                                  697,826            372,905            373,289
                                                                ===============================================
     Accounts payable and accrued liabilities
     Refunds payable to agents                                     (5,088)          (127,060)           (13,593)
     Employee related liabilities                                 (15,059)          (115,246)          (197,568)
                                                                -----------------------------------------------

                                                                  (20,147)          (242,306)          (211,161)
                                                                ===============================================
</TABLE>

5    Capital assets

<TABLE>
<CAPTION>
                                                                                           March 31. 2000
                                                        -------------------------------------------------
                                                                                              (Unaudited)
                                                                            Accumulated
                                                                Cost       amortization               Net
                                                                   $                  $                 $

<S>                                                     <C>               <C>                  <C>
     Furniture and fixtures                                   121,751            61,055            60,696
     Computer equipment and software                           75,388            52,112            23,276
     Leasehold improvements                                     2,624               734             1,890
                                                        -------------------------------------------------

                                                              199,763           113,901            85,862
                                                        =================================================

                                                                                            June 30, 1999
                                                        -------------------------------------------------
                                                                            Accumulated
                                                                 Cost      amortization               Net
                                                                    $                 $                 $

     Furniture and fixtures                                   116,244            49,654            66,590
     Computer equipment and software                           70,717            44,998            25,719
     Leasehold improvements                                     2,624               453             2,171
                                                        -------------------------------------------------

                                                              189,585            95,105            94,480
                                                        =================================================
</TABLE>

                                     F-80
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                       June 30, 1998
                                                        ----------------------------------------------
                                                                             Accumulated
                                                              Cost          Amortization           Net
                                                                 $                     $             $
     <S>                                                  <C>               <C>                <C>
     Furniture and fixtures                                 84,756                35,812        48,944
     Computer equipment and software                        60,867                34,083        26,784
     Leasehold improvements                                  2,624                    78         2,546
                                                        ----------------------------------------------
                                                           148,247          69,973              78,274
                                                        ==============================================
</TABLE>


6    Commitments

     a) Operating leases

        The company leases office space and equipment under long-term
        agreements. As at June 30, 1999, lease commitments through to expiry are
        as follows:

                                         $
               2001                 48,785
               2002                 41,079
               2003                  4,735
               2004                      -


     b) Management contracts

        The company has entered into a management contract with a director for a
        one-year term. Effective November 1, 1999, the company signed a
        management contract with a senior officer for $108,000 per year for
        years 1 and 2 and $120,000 for year 3. As at June 30, 1999, these
        contracts require the company to pay the following amounts:

                                          $
               2001                 108,000
               2002                 114,000
               2003                  60,000
               2004                       -

        The contracts also require the company to pay bonuses based on specific
        criteria and assume certain monetary obligations to the senior officer
        and director in the event of termination of the contracts by the company
        without cause.

                                     F-81
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

7    Related party balances and transactions

<TABLE>
<CAPTION>
                                                                                                               June 30,
                                                                                  ---------------------------------------
                                                                    March 31,
                                                                         2000                 1999                   1998
                                                                            $                    $                      $
                                                                  (Unaudited)
<S>                                                              <C>                     <C>                    <C>
     Due (to) from
         Charles Brown (related to
             controlling shareholder)                                       -               10,000                 10,000
         Cruise Shoppes Ltd. (controlled by
             Charles Brown)                                                 -             (259,513)              (193,482)

         Gary Brown (controlling shareholder)                               -             (197,439)                 9,822
                                                               ----------------------------------------------------------
                                                                            -             (446,952)              (173,660)
                                                               ==========================================================
</TABLE>

     During the period ended March 31, 2000 (Unaudited), the controlling
     shareholder forgave $81,786 of the outstanding balance owing.

     Balances due to the company earn interest at prime rate. No interest is due
     on the amounts payable to related parties. The balances have no specific
     terms of repayment.

     The following transactions occurred with Cruise Shoppes Ltd. during the
     respective years and are included in the statement of earnings:


<TABLE>
<CAPTION>
                                                                                             June 30,
                                                     March 31,      ---------------------------------
                                                          2000              1999                 1998
                                                             $                 $                    $
                                                   (Unaudited)
<S>                                               <C>                   <C>                 <C>
     Net revenues                                            -            33,603              156,375
     General administrative expenses                         -           200,653               38,921
</TABLE>


     The transactions are not necessarily on commercial terms or at normal
     commercial rates.

8    Notes payable

     The notes payable bear no interest and are due on demand.

                                     F-82
<PAGE>

Cruise Shoppes America, Ltd.
Notes to Financial Statements
Nine-month periods ended March 31, 2000 and 1999 are unaudited
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

9    Income taxes

     The company is subject to U.S. federal and Louisiana state income taxes in
     the U.S.


     Net deferred tax liabilities are as follows:


<TABLE>
<CAPTION>
                                                                                                  June 30,
                                                                               ----------------------------
                                                            March 31,
                                                                 2000               1999              1998
                                                                    $                  $                 $
                                                          (Unaudited)
<S>                                                       <C>                  <C>                 <C>
     Deferred tax assets
          Expenditures recognized on accrual basis             89,252             86,649            91,110
                                                           -----------------------------------------------
     Deferred tax liabilities
          Revenues recognized on accrual basis                261,203            133,352           202,521
          Other                                                26,957              4,048             4,890
                                                           -----------------------------------------------

                                                              288,160            137,400           207,411
                                                           -----------------------------------------------

     Net deferred tax liability                               198,908             50,751           116,301
                                                           ===============================================
</TABLE>

   The income tax provision for the periods, differs from the amount obtained by
   applying the applicable statutory income tax rates to income before income
   taxes as follows:


<TABLE>
<CAPTION>
                                                                           March 31,                                 June 30,
                                                 ------------------------------------        --------------------------------
                                                        2000                    1999                     1999           1998
                                                           $                       $                        $              $
                                                 (Unaudited)             (Unaudited)
<S>                                              <C>                    <C>                     <C>                  <C>
     Combined statutory income tax rate                   38%                     38%                      38%            38%

     Income tax provision based on                   293,483                 178,646                   68,043         93,057
      statutory rate
     Effect of changes in graduated                    6,951                 (10,531)                  (4,011)         3,968
      income tax rates
     Deferred income tax expense (benefit)            (8,850)                    353                  (33,905)        (2,938)
                                                 ---------------------------------------------------------------------------

                                                     291,584                 168,468                   30,127         94,087
                                                 ===========================================================================
</TABLE>

     The changes in the combined statutory rate across the periods presented
     above are a function of graduated income tax rates based on level of
     taxable income. No change to enacted rates occurred during these periods.

10   Subsequent events

     Effective March 31, 2000, travelbyus.com ltd. agreed to acquire all of the
     issued and outstanding shares of the company for a cost of approximately $9
     million. This will be paid in cash and shares of travelbyus.com ltd.

     Immediately prior to the agreement noted above, Gary Brown personally
     assumed the liability for the notes payable and all liabilities for amounts
     due to related parties. These liabilities were credited to shareholders'
     equity, net of amounts due from Gary Brown.
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Epoch Technology, Inc.
Garland, Texas


We have audited  the accompanying balance sheets of Epoch Technology, Inc. as of
December 31, 1999 and 1998, and the related statements of operations, changes in
stockholders' deficiency and cash flows for the years then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Epoch Technology, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2, the Company's
limited operating history and limited financial resources raise substantial
doubt about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 2.  The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Hein + Associates LLP

Hein + Associates LLP

Dallas, Texas
April 19, 2000

                                      F-84
<PAGE>

April 19, 2000               EPOCH TECHNOLOGY, INC.


                                 BALANCE SHEETS

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>


                                                March 31,     December 31,
                                               -----------  -----------------
                                                 2000         1999     1998
                                               ----------    -------   ------
                                               (Unaudited)
CURRENT ASSETS:
<S>                                            <C>          <C>       <C>
 Cash and cash equivalents                       $ 51,965    $22,112   $    -
 Trade accounts receivable, no allowance for
    doubtful accounts                              66,912     25,747        -
 Deposits and prepaid expenses                        528          -        -
                                                 --------    -------   ------
           Total current assets                   119,405     47,859        -

PROPERTY AND EQUIPMENT, net                         2,420      2,795    2,432
                                                 --------    -------   ------

               Total assets                      $121,825    $50,654   $2,432
                                                 ========    =======   ======
</TABLE>


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

<TABLE>
<CAPTION>
CURRENT LIABILITIES:
<S>                                              <C>         <C>        <C>
 Trade accounts payable                          $     464   $    670   $       -
 Accrued expenses and other liabilities             77,979        486           -
 Due related parties                               109,745    109,745     109,745
                                                 ---------   --------   ---------
    Total current liabilities                      188,188    110,901     109,745

STOCKHOLDERS' DEFICIENCY:
  Common stock, no par value, 200,000 shares
  authorized, 75,053 shares issued and
  outstanding at March 31, 2000 and
  December 31, 1999 and 40,000 at
  December 31, 1998                                 39,053     39,053       4,000


 Accumulated deficit                              (105,416)   (99,300)   (111,313)
                                                 ---------   --------   ---------
    Total stockholders' deficiency                 (66,363)   (60,247)   (107,313)
                                                 ---------   --------   ---------
        Total liabilities and stockholders'
          deficiency                             $ 121,825   $ 50,654   $   2,432
                                                 =========   ========   =========
</TABLE>

                                      F-85
<PAGE>

                            EPOCH TECHNOLOGY, INC.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                            Three Months Ended             Years Ended
                                                 March 31,                 December 31,
                                       ---------------------------     -------------------
                                         2000              1999         1999          1998
                                       --------          ---------     --------     ------
                                              (Unaudited)
<S>                                    <C>               <C>          <C>           <C>
INSTALLATION AND SUPPORT REVENUE           $57,244         $     -       $275,992     $       -

COST OF REVENUE                             35,715               -         71,825             -
                                         ---------         -------       --------     ---------
 Gross margin                               21,529               -        204,167             -

OPERATING EXPENSES:
  Software development                           -           5,344        144,000       108,424
  General and administrative expenses       27,645               -         48,154             -
                                         ---------         -------       --------     ---------
     Total operating expenses               27,645           5,344        192,154       108,424
                                         ---------         -------       --------     ---------

NET INCOME (LOSS)                          $(6,116)        $(5,344)      $ 12,013     $(108,424)
                                         =========         =======       ========     =========
</TABLE>

                                      F-86
<PAGE>

                            EPOCH TECHNOLOGY, INC.

               STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                     AND THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
                                             Common Stock           Accumulated
                                        ----------------------
                                        Shares         Amount         Deficit            Total
                                        ------        --------      -----------        -----------

<S>                                     <C>           <C>           <C>               <C>
BALANCES, January 1, 1998               40,000         $ 4,000       $  (2,889)         $   1,111
Net loss                                     -               -        (108,424)          (108,424)
                                        ------         -------       ---------          ---------

BALANCES, December 31, 1998             40,000           4,000        (111,313)          (107,313)
Shares issued for services              35,053          35,053               -             35,053
Net income                                   -               -          12,013             12,013
                                        ------         -------       ---------          ---------

BALANCES, December 31, 1999             75,053          39,053         (99,300)           (60,247)
Net loss (unaudited)                         -               -          (6,116)            (6,116)
                                        ------         -------       ---------          ---------

BALANCES, March 31, 2000 (unaudited)    75,053         $39,053       $(105,416)         $ (66,363)
                                        ======         =======       =========          =========
</TABLE>

                                      F-87
<PAGE>

                            EPOCH TECHNOLOGY, INC.

                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    Three Months Ended              Years Ended
                                                                         March 31,                 December, 31
                                                                 ------------------------    -------------------------
                                                                    2000           1999       1999              1998
                                                                 ---------    -----------    ---------      ----------
                                                                       (Unaudited)
<S>                                                              <C>          <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                               $  (6,116)   $  (5,344)     $  12,013      $ (108,424)

 Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
      Depreciation                                                     375          375          1,504           1,684
      Compensation paid with stock                                       -            -         35,053               -
      Change in receivables                                        (41,165)           -        (25,747)              -
      Change in current liabilities                                 77,287        6,241          1,156               -

      Other                                                           (528)           -              -               -
                                                                 ---------    -----------    ---------      ----------
            Net cash provided (used) by operating activities        29,853        1,272         23,979        (106,740)

CASH FLOWS FROM INVESTING ACTIVITIES -
 Purchase of property and equipment                                      -       (1,272)        (1,867)         (2,205)

CASH FLOWS FROM FINANCING ACTIVITIES -
 Advances from stockholders                                              -            -              -         108,945
                                                                 ---------    -----------    ---------      ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                             29,853            -         22,112               -

CASH AND CASH EQUIVALENTS, beginning of year                        22,112            -              -               -
                                                                 ---------    -----------    ---------      ----------

CASH AND CASH EQUIVALENTS, end of year                            $ 51,965    $       -      $  22,112      $        -
                                                                 =========    ===========    =========      ==========
</TABLE>

                                      F-88
<PAGE>

                            EPOCH TECHNOLOGY, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (the period subsequent to December 31, 1999 is unaudited)


1.  Nature of Business
    -------------------

    Epoch Technology, Inc. ("the Company") is engaged in developing, selling,
    installing and supporting an advanced reservation system which is Internet
    accessible.

2.  Summary of Significant Accounting Policies
    -------------------------------------------

    Statement of Cash Flows
    -----------------------
    The Company considers all short-term investments with an original maturity
    of three months or less to be cash equivalents.

    Recognition of Revenue
    ----------------------
    Revenue is currently recognized in accordance with Statement of Position
    (SOP) 97-2, "Software Revenue Recognition" and SOP 98-9, "Modification of
    SOP 97-2, Software Revenue Recognition, With Respect To Certain
    Transactions". Revenue from the sale of computer hardware and software is
    generally recognized upon delivery. The Company recognizes revenue from its
    maintenance contracts over the life of the contracts. Amounts not recognized
    are classified as deferred revenue. License fee revenue is recognized when a
    non-cancelable contingency-free license agreement has been signed, the
    product has been delivered, fees from the arrangement are fixed or
    determinable, and collection is probable.

    Earnings (Loss) Per Share
    -------------------------
    Basic earnings or loss per share ("EPS") is calculated by dividing the
    income or loss available to common shareholders by the weighted average
    number of common shares outstanding for the period. Diluted EPS reflects the
    potential dilution that could occur if securities or other contracts to
    issue common stock were exercised or converted into common stock.

    Computer Software
    -----------------
    Computer software development costs and other research and development costs
    are expensed as incurred. Costs incurred to develop product masters of
    computer software, for which technological feasibility has been established,
    are capitalized. Capitalized software costs are amortized on a product-by-
    product basis each year based on the greater of: (1) the amount computed
    using the ratio of current year gross revenues to the sum of current and
    anticipated future gross revenues for that product, or (2) five year
    straight-line amortization. No software costs had been capitalized by the
    Company as of March 31, 2000 or December 31, 1999.

    Property and Equipment
    ----------------------
    The Company's property and equipment is stated at cost. Depreciation expense
    is computed on the straight-line method over the estimated useful lives of
    the assets, which is 3 years.

    Income Taxes
    ------------
    The Company accounts for income taxes under the liability method, which
    requires recognition of deferred tax assets and liabilities for the expected
    future tax consequences of events that have been included in the financial
    statements or tax returns. Under this method, deferred tax assets and
    liabilities are determined based on the difference between the financial
    statements and tax bases of assets and liabilities using enacted tax rates
    in effect for the year in which the differences are expected to reverse.

                                      F-89
<PAGE>


                            EPOCH TECHNOLOGY, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (the period subsequent to December 31, 1999 is unaudited)

     Comprehensive Income (Loss)
     ---------------------------
     Comprehensive income is defined as all changes in stockholders' equity,
     exclusive of transactions with owners, such as capital investments.
     Comprehensive income includes net income or loss, changes in certain assets
     and liabilities that are reported directly in equity such as translation
     adjustments on investments in foreign subsidiaries, and certain changes in
     minimum pension liabilities. The Company's comprehensive income (loss) was
     equal to its net income (loss) for the years ended December 31, 1999 and
     1998.

     Use of Estimates
     ----------------
     The preparation of the Company's financial statements in conformity with
     generally accepted accounting principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial statements and accompanying notes. Actual results could differ
     from those estimates.

     Unaudited Information
     ---------------------
     The consolidated balance sheet as of March 31, 2000 and the consolidated
     statements of operations for the three month periods ended March 31, 2000
     and 1999 were taken from the Company's books and records without audit.
     However, in the opinion of management, such information includes all
     adjustments (consisting only of normal recurring accruals) which are
     necessary to properly reflect the consolidated financial position of the
     Company as of March 31, 2000 and the results of operations for the three
     months ended March 31, 2000 and 1999.

     Going Concern
     -------------
     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and liquidation of
     liabilities in the normal course of business. The Company incurred an
     operating loss in 1998 and has a stockholders' deficiency at December 31,
     1999. The Company had only one customer in 1999. The continuation of the
     Company as a going concern is dependent on obtaining additional customers
     and/or financing in order to expand the level of operations. The
     stockholders funded the previous loss and intend to finance additional
     losses, should they occur.

3.   Property and Equipment
     ----------------------

     Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                              March 31,      December 31,
                                              ---------   -------------------
                                                 2000       1999      1998
                                              ---------   --------- ---------
          <S>                                 <C>         <C>       <C>
          Computer equipment                    $ 8,872     $ 8,872   $ 7,005

          Less accumulated depreciation          (6,452)     (6,077)   (4,573)
                                                -------     -------   -------
                                                $ 2,420     $ 2,795   $ 2,432
                                                =======     =======   =======
</TABLE>

   Depreciation expense was $375, $421, $1,504 and $1,684 for the three month
   periods ended March 31, 2000 and 1999 and the years ended December 31, 1999
   and 1998, respectively.



                                      F-90
<PAGE>

                            EPOCH TECHNOLOGY, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (the period subsequent to December 31, 1999 is unaudited)


4.  Fair Value of Financial Instruments and Concentrations of Credit Risk
    ---------------------------------------------------------------------

    The Company's financial instruments are cash, accounts receivable and
    payable, and accrued expenses and other liabilities. Management believes the
    fair values of these instruments approximate the carrying values, due to the
    short-term nature of the instruments.

    Financial instruments that subject the Company to credit risk are cash
    equivalents and accounts receivable. At December 31, 1999, 100% of the
    Company's accounts receivable was from one customer. The Company does not
    ordinarily require collateral from its customers, nor perform credit
    evaluations. The Company believes no allowance for doubtful accounts is
    necessary at March 31, 2000 or December 31, 1999.

5.  Major Customers
    ----------------

    The Company had sales to one customer in 1999 that amounted to 100% of total
    sales that year.  The Company had no sales in 1998.

6.  Related Party Transactions
    ---------------------------

    At March 31, 2000 and December 31, 1998 and 1999, amounts advanced by the
    stockholders that remain unpaid totaled $109,745. These advances are non
    interest bearing and contain no specific repayment terms.

7.  Income Taxes
    -------------

    The Company had no income tax expense in 1999 and 1998 due to taxable losses
    and carryforwards. Deferred income taxes reflect the net tax effects of
    temporary differences between the carrying amounts of assets and liabilities
    for financial reporting purposes and the amounts used for income tax
    purposes. The Company's deferred tax assets and liabilities as of December
    31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                                    1999       1998
                                                                  ---------  ---------
        <S>                                                       <C>        <C>
        Deferred tax assets (primarily net operating losses)      $ 25,000   $ 28,000
        Deferred tax liabilities                                         -          -
        Valuation allowance                                        (25,000)   (28,000)
                                                                  --------   --------
                  Net deferred tax balance                        $      -   $      -
                                                                  ========   ========
</TABLE>

                                  ***********

                                      F-91
<PAGE>

[LOGO OF PRICEWATERHOUSECOOPERS]

Report of PricewaterhouseCoopers LLP Independent Auditors


To the Directors of
Express Vacations, LLC
(a Nevada limited liability company)


We have audited the balance sheets of Express Vacations, LLC (a Nevada limited
liability company) as at October 31, 1999, September 30, 1999 and 1998 and the
statements of loss, members' equity and cash flows for the one-month period
ended October 31, 1999, the year ended September 30, 1999 and the period from
August 5, 1998 (date of LLC formation) to September 30, 1998. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at October 31, 1999,
September 30, 1999 and 1998 and the results of its operations and its cash flows
for the one-month period ended October 31, 1999, the year ended September 30,
1999 and the period from August 5, 1998 (date of LLC formation) to September 30,
1998 in conformity with accounting principles generally accepted in the United
States.

These financial statements are those of a limited liability company and
accordingly do not reflect any income taxes related to its members.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
November 23, 1999
Vancouver, Canada

                                      F-92
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Balance Sheets
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                               October 31,                        September 30,
                                                                               --------------------------------
                                                                      1999              1999               1998
                                                                         $                 $                  $
<S>                                                       <C>                  <C>                    <C>
Assets

Current assets
Cash and cash equivalents                                          544,313         1,055,768          1,831,748
Trade accounts receivable (net of allowance - $nil)                559,123           841,429          1,629,730
Prepaid expenses (note 3)                                          230,577           269,838                  -
                                                          -----------------------------------------------------

                                                                 1,334,013         2,167,035          3,461,478

Capital assets (note 4)                                            136,121           139,285              7,266
                                                          -----------------------------------------------------

                                                                 1,470,134         2,306,320          3,468,744
                                                          =====================================================

Liabilities and Members' Equity

Current liabilities
Trade accounts payable and accrued liabilities
 (note 3)                                                          536,860           539,414          1,019,267
Customer deposits                                                  832,560         1,443,271          2,334,295
                                                          -----------------------------------------------------

                                                                 1,369,420         1,982,685          3,353,562

Members' Equity (note 5)                                           100,714           323,635            115,182
                                                          -----------------------------------------------------

                                                                 1,470,134         2,306,320          3,468,744
                                                          =====================================================

Commitments and contingencies (note 8)

Subsequent event (note 9)
</TABLE>


Approved by the Members

/s/ Jon Snyder                                /s/ John Fenyes
_________________________ Member              _________________________ Member

  The accompanying notes are an integral part of these financial statements.

                                      F-93
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Statements of Members Equity
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                        Period from
                                                                                                      August 5, 1998
                                                                One-month                               (date of LLC
                                                             period ended            Year ended        formation) to
                                                              October 31,         September 30,        September 30,
                                                                     1999                  1999                 1998
                                                                        $                     $                    $
<S>                                                          <C>                  <C>                 <C>
Balance - Beginning of period                                     323,635               115,182                    1

Net (loss) earnings for the period                               (180,302)            2,338,453              100,181
                                                             -------------------------------------------------------
                                                                  143,333             2,453,635              100,182

Add: Members' contributions                                             -                     -               15,000
Less: Members' distributions                                       42,619             2,130,000                    -
                                                             -------------------------------------------------------

Balance - End of period                                           100,714               323,635              115,182
                                                             =======================================================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-94
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Statements of Loss
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                         Period from
                                                                                                      August 5, 1998
                                                                One-month                               (date of LLC
                                                             period ended            Year ended        formation) to
                                                              October 31,         September 30,        September 30,
                                                                     1999                  1999                 1998
                                                                        $                     $                    $
<S>                                                          <C>                  <C>                 <C>
Revenues                                                           16,856             7,234,577              772,866
                                                             -------------------------------------------------------

Expenses
Cost of services revenues                                           5,394             2,344,995              228,387
General and administrative                                        192,771             2,611,046              437,911
Amortization                                                        3,164                40,821                6,387
                                                             -------------------------------------------------------

                                                                  201,329             4,996,862              672,685
                                                             -------------------------------------------------------

(Loss) earnings from operations                                  (184,473)            2,237,715              100,181

Interest income                                                     4,171               100,738                    -
                                                             -------------------------------------------------------

Net (loss) earnings for the period                               (180,302)            2,338,453              100,181
                                                             -------------------------------------------------------
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-95
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Statements of Cash Flows
_______________________________________________________________________________

(expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                                                                                         Period from
                                                                                                      August 5, 1998
                                                                One-month                               (date of LLC
                                                             period ended           Year ended         formation) to
                                                              October 31,         September 30,         September 30,
                                                                     1999                  1999                  1998
                                                                        $                     $                     $
<S>                                                          <C>                 <C>                    <C>
Cash flows from operating activities
Net (loss) earnings for the period                               (180,302)            2,338,453               100,181
  Item not affecting cash - amortization                            3,164                40,821                 6,387
Changes in non-cash working capital
  Trade accounts receivable                                       282,306               788,301            (1,629,730)
  Prepaid expenses                                                 39,261              (269,838)                    -
  Trade accounts payable and accrued liabilities                   (2,554)             (479,853)            1,019,267
  Customer deposits                                              (610,711)             (891,024)            2,334,295
                                                                -----------------------------------------------------
                                                                 (468,836)            1,526,860             1,830,400
                                                                -----------------------------------------------------
Cash flows from investing activities
Purchase of capital assets                                              -              (172,840)              (13,653)
                                                                -----------------------------------------------------
Cash flows from financing activities
Members' contributions                                                  -                     -                15,000
Members' distributions                                            (42,619)           (2,130,000)                    -
                                                                -----------------------------------------------------
                                                                  (42,619)           (2,130,000)               15,000
                                                                -----------------------------------------------------
(Decrease) increase in cash and cash equivalents                 (511,455)             (775,980)            1,831,747

Cash and cash equivalents - Beginning of period                 1,055,768             1,831,748                     1
                                                                -----------------------------------------------------
Cash and cash equivalents - End of period                         544,313             1,055,768             1,831,748
                                                                =====================================================
Interest received                                                   4,171               100,738                     -
                                                                =====================================================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-96
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Notes to Financial Statements
_______________________________________________________________________________

(expressed in U.S. dollars)

1  Nature of operations

   Express Vacations, LLC ("Express") is a call center offering vacation
   packages to customers located primarily in the United States. Operations of
   Express are based solely from Reno, Nevada. Express was organized pursuant to
   the provisions of the Nevada Limited Liability Company Act in the State of
   Nevada, U.S.A. on August 5, 1998. Revenues are earned from customers located
   in the United States. Capital assets of the company's operations are located
   in the United States.


2  Summary of significant accounting policies

   Generally accepted accounting principles

   The accompanying financial statements have been prepared in accordance with
   accounting principles generally accepted in the United States.

   Revenue recognition

   The company's revenues consist primarily of commissions from the sale of
   travel products including airline tickets, hotel and vacation property
   accommodations, car rentals and vacation packages. The company earns
   commission revenue from the sale of these travel products which are
   recognized on the customer's scheduled departure date, less an allowance for
   returns and cancellations based on the company historical experience and
   provided that collection is reasonably assured.

   Capital assets

   Capital assets are stated at cost less accumulated amortization. Amortization
   is recorded on a straight-line basis to amortize the cost of the capital
   assets over their estimated useful lives as follows:


          Furniture and fixtures                                7 years
          Computer and office equipment                         5 years
          Leasehold improvements                     over term of lease

   Use of estimates


   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets, liabilities, and the disclosure
   of contingent assets and liabilities at the date of the financial statements
   and revenues and expenses for the period reported. Management believes its
   estimates to be appropriate; however, actual results could differ from the
   amounts estimated.

                                      F-97
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Notes to Financial Statements
_______________________________________________________________________________

(expressed in U.S. dollars)

   Cash and cash equivalents


   Cash and cash equivalents consist of cash on deposit and highly liquid short-
   term interest bearing securities with maturities at the date of purchase of
   three months or less.

   Income taxes

   Income earned by Express is allocated to its members for tax purposes;
   therefore, no provision for income taxes has been made in these financial
   statements.

3  Balance sheet components

                                   October 31,           September 30,
                                                         -------------
                                          1999          1999       1998
                                             $             $          $

Prepaid expenses
Deposits with travel suppliers         222,527       261,788          -
Other prepaids                           8,050         8,050          -
                                   ____________________________________
                                       230,577       269,838          -
                                   ====================================

                                     October 31,         September 30,
                                                         ------------
                                           1999         1999       1998
                                              $            $          $

Trade accounts payable and accrued
 liabilities
Trade accounts payable                  312,985      346,963    388,162
Accrued liabilities                     223,875      192,451    631,105
                                   ____________________________________
                                        536,860      539,414  1,019,267
                                   ====================================


4  Capital assets

                                                       October 31, 1999
                                    ____________________________________
                                           Cost   Accumulated       Net
                                                 amortization
                                              $             $         $
                                   ____________________________________
Furniture and fixtures                   47,553       23,059     24,494
Computer and office equipment           122,493       25,341     97,152
Leasehold improvements                   16,447        1,972     14,475
                                   ____________________________________
                                        186,493       50,372    136,121
                                   ====================================

                                      F-98
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Notes to Financial Statements
_______________________________________________________________________________

(expressed in U.S. dollars)
                                                    September 30, 1999
                                        _______________________________
                                                  Accumulated
                                           Cost   amortization      Net
                                              $              $        $

Furniture and fixtures                   47,553         22,685   24,868
Computer and office equipment           122,493         22,747   99,746
Leasehold improvements                   16,447          1,776   14,671
                                        _______________________________
                                        186,493         47,208  139,285
                                        ===============================


                                                     September 30, 1998
                                        _______________________________
                                                  Accumulated
                                           Cost  amortization       Net
                                              $             $         $

Computer and office equipment            13,653         6,387     7,266
                                        ===============================
5 Members' Equity

   Authorized members' equity consists of an unlimited number of units.

                                                        $
   Members' initial contribution
      30 units                                          1
                                               ===========

   Limitation of liability

   Under the terms of an Operating Agreement between the members put in place in
   August 1998, two of the three members of the company have been elected to
   manage the company ("managers"). Managers shall not be liable for the return
   of any contribution of capital of any member or for any profits thereon.
   Managers are not liable to the company or members for any act or omission in
   connection with the business or affairs of the company unless such act or
   omission constitutes gross negligence, intentional misconduct, fraud or a
   knowing violation of law.

   Members and managers of the company are not individually liable under a
   judgement, decree, order of any court or any other manner, for a debt,
   obligation, or liability of the company except as otherwise set forth in
   Nevada State Regulations.

                                      F-99
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Notes to Financial Statements
_______________________________________________________________________________

(expressed in U.S. dollars)

   Rights and restrictions of members


   Each member's units consisting of their respective interest in the capital
   and profits of the company carry the respective right to an allocative share
   of the economic benefits of the company, including net profits, net losses,
   and distributions, and the right to vote on matters as to which the Operating
   Agreement requires or permits members to vote.

   Members who are not managers are restricted from borrowing or lending money
   on behalf of the company; selling, mortgaging, leasing, disposing of or
   encumbering property of the company; selling, assigning, pledging or
   mortgaging a member's interest in the company; purchasing any real estate or
   equipment on behalf of the company; exercising or representing to any third
   party that such member has the right to exercise any of the powers of the
   managers in the Operating Agreement.


6  Cost of services revenues

   Direct costs are comprised primarily of commissions paid to booking agents
   and include fees totalling $1,564 for the one-month period ended October 31,
   1999 (year ended September 30, 1999 - $635,714; 1998 - $105,952) paid to the
   company's primary air travel service provider, applicable only to certain
   bookings made before June 1999.


7  Financial instruments

   Fair values of financial instruments

   The carrying values reported on the balance sheet for cash and cash
   equivalents, trade accounts receivable, trade accounts payable and accrued
   liabilities and customer deposits approximate their fair values due to the
   short-term nature of those instruments.


   Concentration of credit risk

   Accounts receivable include approximately $487,000 receivable from one
   airline. The balance represents receivables relating to the processing of
   credit card sales and does not represent significant credit risk to Express.

   Foreign exchange risk

   Substantially all of the company's operations are denominated in U.S.
   dollars.

                                     F-100
<PAGE>

Express Vacations, LLC
(a Nevada limited liability company)
Notes to Financial Statements
_______________________________________________________________________________

(expressed in U.S. dollars)

Commitments and contingencies

   a) Lease commitments

      The company leases a telephone system and office space under long-term
      agreements. As at October 31, 1999, lease commitments through to expiry
      are as follows:


                                                       $

          2000                                   154,246
          2001                                   146,546
          2002                                     9,666


   b) Letters of credit

      Letters of credit totalling $443,000 have been issued to various hotels by
      one of the members on behalf of Express. These letters of credit are
      required by the hotels as security for block bookings of hotel rooms.
      During the period ended October 31, 1999, no amounts have been drawn
      against these letters of credit.


   c) Commitments

      On July 7, 1999, the company entered into a two-year agreement with a
      telephone service provider requiring the company to satisfy a minimum
      annual commitment. If the company does not reach this annual commitment,
      the company would be required to pay an additional surcharge for its phone
      services.

9  Subsequent event

   On November 1, 1999, Express was acquired by travelbyus.com ltd., a Canadian
   public company listed on the Toronto, Winnipeg and Frankfurt Stock Exchanges.

                                     F-101
<PAGE>

[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]

Report of PricewaterhouseCoopers LLP Independent Auditors

To the Directors of
Cheap Seats Inc.

We have audited the balance sheets of Cheap Seats Inc. as at November 30, 1999,
June 30, 1999 and 1998 and the statements of operations and deficit and cash
flows for the period from July 1, 1999 to November 30, 1999 and the years ended
June 30, 1999 and 1998. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at November 30, 1999, June
30, 1999 and 1998 and the results of its operations and its cash flows for the
period from July 1, 1999 to November 30, 1999 and the years ended June 30, 1999
and 1998 in conformity with accounting principles generally accepted in the
United States.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
January 28, 2000
Vancouver, Canada

                                     F-102
<PAGE>

Cheap Seats Inc.
Balance Sheets
--------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                               November 30,               June 30,              June 30,
                                                                      1999                   1999                  1998
                                                                         $                      $                     $
<S>                                                            <C>                        <C>                   <C>
Assets

Current assets
Cash                                                                54,155                 40,721               161,491
Trade accounts receivable (net of allowance - $nil)
 (note 8)                                                           66,666                231,566                97,076
Income tax recoverable                                              85,577                 82,217                20,678
Payroll tax refundable                                                   -                      -                49,136
Loan to employees                                                    3,876                  3,311                     -
                                                              ---------------------------------------------------------
                                                                   210,274                357,815               328,381

Deposits (note 3)                                                   70,000                 70,000                70,000

Capital assets (note 4)                                            127,407                 85,905                91,671
                                                               ---------------------------------------------------------
                                                                   407,681                513,720               490,052
                                                               =========================================================

Liabilities

Current liabilities
Accounts payable and accrued liabilities (note 5)                  403,730                496,325               381,105
Current portion of long-term debt                                    3,951                  3,786                 3,145
                                                               ---------------------------------------------------------
                                                                   407,681                500,111               384,250

Long-term debt                                                       1,409                  3,105                 6,891
                                                               ---------------------------------------------------------
                                                                   409,090                503,216               391,141
                                                               ---------------------------------------------------------
Shareholders' Deficiency

Capital stock
Authorized
  Unlimited number of common shares without par value

Issued
   5,920 shares (June 30, 1999 - 5,920; 1998 - 5,920)                1,000                  1,000                 1,000

(Deficit) retained earnings                                         (2,409)                 9,504                97,911
                                                               ---------------------------------------------------------
                                                                    (1,409)                10,504                98,911
                                                               ---------------------------------------------------------
                                                                   407,681                513,720               490,052
                                                               =========================================================
</TABLE>

Commitments (note 7)

Approved by the Board of Directors

/s/ Robert Beaudet                           /s/ Bill Kerby
_______________________________ Director     __________________________ Director

                                     F-103
<PAGE>

Cheap Seats Inc.
Statements of Operations and Deficit
-------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                Period from
                                                                     July 1,
                                                                    1999 to                           Years ended June 30,
                                                                November 30,            -----------------------------------
                                                                       1999                    1999                   1998
                                                                          $                       $                       $
<S>                                                            <C>                        <C>                     <C>
Net revenues (note 8)                                             1,881,074               4,163,133               2,858,490
                                                          ------------------------------------------------------------------
Expenses
Selling, general and administrative expenses                      1,673,443               2,723,621               2,354,795
Officers' compensation                                              211,739               1,536,239                 426,831
Amortization                                                         10,895                  20,644                  24,759
                                                           -----------------------------------------------------------------
                                                                  1,896,077               4,280,504               2,806,385
                                                           -----------------------------------------------------------------
(Loss) earnings from operations                                     (15,003)               (117,371)                 52,105

Interest income - net                                                  (270)                  4,141                   3,193
                                                           -----------------------------------------------------------------
(Loss) earnings before income taxes                                 (15,273)               (113,230)                 55,298

Provision for (recovery of) income taxes                             (3,360)                (24,823)                 46,737
                                                           -----------------------------------------------------------------
Net (loss) earnings for the period                                  (11,913)                (88,407)                  8,561

Retained earnings - Beginning of period                               9,504                  97,911                  89,350
                                                          ------------------------------------------------------------------
(Deficit) retained earnings - End of period                          (2,409)                  9,504                  97,911
                                                          ==================================================================
</TABLE>

                                     F-104
<PAGE>

Cheap Seats Inc.
Statements of Cash Flows
------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                               Period from
                                                                   July 1,
                                                                   1999 to                            Years ended June 30,
                                                              November 30,            --------------------------------------
                                                                      1999                    1999                    1998
                                                                         $                       $                       $
<S>                                                           <C>                    <C>                     <C>
Cash flows from operating activities
Net (loss) earnings for the year                                   (11,913)                (88,407)                  8,561
     Items not affecting cash
          Amortization                                              10,895                  20,644                  24,759
          Write-off of capital assets                                    -                  23,755                       -
Net change in non-cash working capital items
     Trade accounts receivable                                     164,900                (134,490)               (185,460)
     Income tax recoverable                                         (3,360)                (61,539)                 (8,085)
     Payroll tax recoverable                                             -                  49,136                 (49,136)
     Loan to employees                                                (565)                 (3,311)                      -
     Trade accounts payable and accrued liabilities                (92,595)                115,220                 242,523
                                                           ---------------------------------------------------------------
                                                                    67,362                 (78,992)                 33,162
                                                           ---------------------------------------------------------------
Cash flows from investing activities
Purchase of capital assets                                         (52,397)                (38,633)                (58,770)
                                                           ---------------------------------------------------------------
Cash flows from financing activities
Increase in long-term debt                                               -                       -                  10,036
Repayment of long-term debt                                         (1,531)                 (3,145)                      -
                                                           ---------------------------------------------------------------
                                                                    (1,531)                 (3,145)                 10,036
                                                           ---------------------------------------------------------------
Increase (decrease) in cash                                         13,434                (120,770)                (15,572)

Cash - Beginning of period                                          40,721                 161,491                 177,063
                                                           ---------------------------------------------------------------
Cash - End of period                                                54,155                  40,721                 161,491
                                                          ================================================================

Interest paid                                                          270                     816                   1,953
                                                          ================================================================

Income taxes paid                                                        -                  36,716                  57,035
                                                          ================================================================
</TABLE>

                                     F-105
<PAGE>

Cheap Seats Inc.
Notes to Financial Statements

________________________________________________________________________________

(expressed in U.S. dollars)


1    Nature of operations

     Cheap Seats Inc. ("the company") is a net airfare consolidator, which
     markets to customers throughout the United States. The company has in place
     a wide range of net fare ticket contracts with several U.S. and
     international carriers. The company currently offers air travel products
     through their call centre based in Northridge, California and its website.
     Revenues are earned from customers located in the United States. Capital
     assets of the company's operations are located in the United States.

2    Summary of significant accounting policies

     Generally accepted accounting principles

     The accompanying financial statements have been prepared in accordance with
     accounting principles generally accepted in the United States.

     Revenue recognition

     The company's revenues include commission revenue on published airfares and
     net revenues on non-published and wholesale airfares. Commission revenue
     and net revenues on non-published and wholesale airfares are recognized at
     the time the ticket is issued to the customer, which generally corresponds
     to the time the payment is processed, less an allowance for returns and
     cancellation based on the company's historical experience. These net
     revenues are recorded as the amount paid by the customer less the amount
     payable to the airline for the discounted airfare.

     Capital assets

     Capital assets are stated at cost. Amortization is recorded on a straight-
     line basis to amortize the cost of the capital assets over their estimated
     useful lives. Amortization rates are as follows:

        Computer software                               5 years
        Furniture and fixtures                          5 years
        Computer and office equipment                   5 years
        Automobile                                      5 years

     Use of estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabilities, and
     the disclosure of contingent assets and liabilities at the date of the
     financial statements and revenues and expenses for the period reported.
     Management believes its estimates to be appropriate; however, actual
     results could differ from the amounts estimated.

                                     F-106
<PAGE>

Cheap Seats Inc.
Notes to Financial Statements

________________________________________________________________________________

(expressed in U.S. dollars)

     Income taxes

     The company follows the asset and liability method for accounting for
     income taxes. Under this method, deferred income tax assets and liabilities
     are recognized for the estimated tax consequences attributable to
     differences between the financial statement carrying values and their
     respective income tax basis (temporary differences). The effect on deferred
     income tax assets and liabilities of a change in tax rates is recognized in
     income in the period that includes the enactment date.

     A valuation allowance is provided for deferred income tax assets if it is
     more likely than not that the company will not realize the future benefit
     or the future deductibility is uncertain.

3    Deposits

     Airlines Reporting Corporation ("ARC") requires that registered agents
     maintained a bond or letter of credit, which they can access in case of
     non-payment by the agent. The entire amount relates to funds set aside
     pursuant to these requirements. Interest on these funds accrues to the
     company.

4    Capital assets

<TABLE>
<CAPTION>
                                                                     November 30, 1999
                                           --------------------------------------------
                                                              Accumulated
                                                 Cost        amortization           Net
                                                    $                   $             $
     <S>                                   <C>               <C>                <C>
     Computer software                         35,000              10,696        24,304
     Furniture and fixtures                    87,058              32,468        54,590
     Computer and office equipment             51,889              44,044         7,845
     Automobile                                50,056               9,388        40,668
                                           --------------------------------------------

                                              224,003              96,596       127,407
                                           ============================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         June 30, 1999
                                           --------------------------------------------
                                                              Accumulated
                                                 Cost        amortization           Net
                                                    $                   $             $
     <S>                                   <C>               <C>                 <C>
     Computer software                         35,000               5,835        29,165
     Furniture and fixtures                    39,393              28,939        10,454
     Computer and office equipment             47,158              42,768         4,390
     Automobile                                50,056               8,160        41,896
                                           --------------------------------------------

                                              171,607              85,702        85,905
                                           ============================================
</TABLE>

                                     F-107
<PAGE>

Cheap Seats Inc.
Notes to Financial Statements

________________________________________________________________________________

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                         June 30, 1999
                                           --------------------------------------------
                                                              Accumulated
                                                 Cost        amortization           Net
                                                    $                   $             $
     <S>                                   <C>               <C>                 <C>
     Furniture and fixtures                    35,760              24,283        11,477
     Computer and office equipment             64,431              58,238         6,193
     Automobile                               105,556              31,555        74,001
                                           --------------------------------------------

                                              205,747             114,076        91,671
                                           ============================================

</TABLE>

     Computer software is related to the company's website reservation system.
     The company capitalizes certain expenditures on software used in its
     operation in accordance with Statement of Position 98-1, "Accounting for
     the Cost of Computer Software Developed or Obtained for Internal Use".

5    Balance sheet components

<TABLE>
<CAPTION>
                                           November 30,                        June 30,
                                                          -----------------------------
                                                   1999              1999          1998
                                                      $                 $             $
     <S>                                   <C>            <C>                   <C>
     Trade accounts payable                     326,134           471,349       333,516
     Accrued wages payable                       71,956                 -        47,589
     Other accrued liabilities                    5,640            24,976             -
                                           --------------------------------------------

                                                403,730           496,325       381,105
                                           ============================================
</TABLE>

6    Financial instruments

     Fair values of financial instruments

     The carrying values reported on the balance sheet for cash, trade accounts
     receivable, income tax recoverable, payroll tax refundable, trade accounts
     payable and accrued liabilities and current portion of long-term debt
     approximate their fair values due to the short-term to maturity of these
     instruments. Deposits and non-current portion of long-term debt bear
     interest approximating current market notes.

                                     F-108
<PAGE>

Cheap Seats Inc.
Notes to Financial Statements

________________________________________________________________________________

(expressed in U.S. dollars)

7    Commitments

     The company leases an office space under long-term agreements. As at
     November 30, 1999, annual minimum lease commitments through to expiry are
     as follows:

                                                                   $

        2000                                                  47,000
        2001                                                  61,000
        2002                                                  63,000
        2003                                                  64,000

8    Related party transactions

     For the period from July 1, 1999 to November 30, 1999, the company sold
     airline tickets to a related company with a gross ticket value of $224,686.
     The trade accounts receivable balance as at November 30, 1999 includes due
     from the related company of $6,312.

     During the year ended June 30, 1999, the company sold airline tickets to a
     related company with a gross ticket value of $389,770 (1998 - $nil). The
     accounts receivable as at June 30, 1999 includes the due from the related
     company of $59,522 (1998 - $nil).

     The related party, Mr. Cheap's Travel, Ltd., is owned by the father of a
     co-owner of the company.

     Subsequent to June 30, 1999, Cheap Seats Inc. and the related company
     became controlled by travelbyus.com ltd., a Canadian public company listed
     on the Toronto, Winnipeg and Frankfurt Stock Exchanges.

9    Income taxes

     The company is subject to U.S. federal and California state income taxes.

     As at November 30, 1999, the company did not have any significant capital
     or non-capital losses available for carryforward or other temporary
     differences to reduce future years' taxable income.

                                     F-109
<PAGE>

Cheap Seats Inc.
Notes to Financial Statements

________________________________________________________________________________

(expressed in U.S. dollars)

     The income tax recoverable/provision for the periods presented, differs
     from the amount obtained by applying the applicable statutory income tax
     rates to loss/earnings before income taxes as follows:

<TABLE>
<CAPTION>
                                                    Period from
                                                        July 1,
                                                        1999 to
                                                   November 30,       Years ended June 30,
                                                                  -------------------------
                                                           1999          1999         1998
                                                              $             $            $
     <S>                                           <C>            <C>                <C>
     Statutory income tax rate                            32.81%        32.81%        32.81%

     Income tax (recovery) provision based on
         statutory rate                                  (5,011)      (37,151)       18,143
     Non-deductible expenses                              1,651        12,328        28,594
                                                   ----------------------------------------
                                                         (3,360)      (24,823)       46,737
                                                   ========================================
</TABLE>


10   Subsequent event

     Effective on December 1, 1999, all of the outstanding shares of the company
     were acquired by travelbyus.com ltd., a Canadian public company listed on
     the Toronto, Winnipeg and Frankfurt Stock Exchanges.

                                     F-110
<PAGE>

================================================================================
                                                                      APPENDIX A


                             ARRANGEMENT AGREEMENT

                                     AMONG

                             AVIATION GROUP, INC.

                          AVIATION GROUP CANADA LTD.

                                      AND

                              TRAVELBYUS.COM LTD.

                                  May 3, 2000

================================================================================
<PAGE>

                                      -2-

This Agreement (the "Agreement") is entered into as of May 3, 2000, among
Aviation Group, Inc., a Texas corporation ("Parent"), Aviation Group Canada
Ltd., an Ontario corporation and a wholly owned subsidiary of Parent ("Aviation
Subco") and travelbyus.com Ltd., an Ontario corporation (the "Company").

                                    RECITALS

WHEREAS the Boards of Directors of Parent, Aviation Subco and the Company have
deemed it advisable and in the best interests of their respective
securityholders to effect the merger of their respective businesses (the
"Arrangement") through the arrangement of Parent, Aviation Subco and the Company
pursuant to this Agreement and the Plan of Arrangement (as hereinafter defined);

WHEREAS in furtherance of the Arrangement, the respective Boards of Directors of
Parent, Aviation Subco and the Company have approved the transactions
contemplated hereby;

NOW THEREFORE in consideration of the premises and the representations,
warranties, covenants and agreements contained in this Agreement, the parties
hereto, intending to be legally bound, do hereby covenant and agree as follows:

                                    ARTICLE 1
                               CERTAIN DEFINITIONS

For purposes of this Agreement, the following terms shall have the following
meanings unless otherwise specified:

"Acquisition Proposal" shall mean any reorganization, recapitalization,
reclassification, combination, merger, consolidation, amalgamation, plan of
arrangement, take-over bid, sale of material assets (or any lease, long-term
supply agreement or other arrangement having the same economic effect as a
sale), any material sale of shares or rights or their respective interests
therein or thereto or similar transactions involving the Company or Parent, as
the case may be, or any of their respective Subsidiaries or a proposal to do so,
excluding the Arrangement, the Global Merger and the Acquisition Transactions.

"Acquisition Transactions" shall have the meaning ascribed thereto in section
3.7.1.

"Adjustment" shall have the meaning ascribed thereto in section 2.3(a).

"Affiliate" shall mean any Person which, directly or indirectly, Controls, is
Controlled by, or is under common Control with, such Person.

"AMEX" shall mean the American Stock Exchange.

"Applicable Laws" shall mean, with respect to any Person all Laws by which such
Person, any of its Subsidiaries or any of their respective securities, material
assets or properties is bound or which is applicable to it, any of its
Subsidiaries or any of their respective securities, material assets or
properties.

"Arrangement" shall have the meaning ascribed thereto in section 2.2.1.

"Articles of Arrangement" shall mean the Articles of Arrangement filed and
certified by the Director appointed under the OBCA, giving effect to the
Arrangement.

"Bankruptcy Laws" shall mean; (i) all bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and other Laws of general application
affecting the rights and remedies of creditors; and (ii) general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).

"Benefit Plans" shall mean all employee benefit plans, including, without
limitation employee benefit plans within the meaning of section 3(3) of ERISA,
and any related or separate contracts, plans, trusts, programs, policies,
arrangements, practices, customs and understandings, in each case whether formal
or informal, written or oral and
<PAGE>

                                       -3-


whether maintained by or binding upon the Company or Parent, as the case may be,
or any of their respective Subsidiaries that provide rights or benefits of
economic value to their respective current or former employees or any current or
former beneficiary, dependent or assignee of any such employees or former
employees. Without limiting the scope of Applicable Laws, where specific
references are made to ERISA, ERISA shall be deemed, for that purpose, to be an
Applicable Law.

"Business Day" shall mean any day on which commercial banks are open for
business in Toronto, Ontario and any day other than a Saturday, Sunday or a day
observed as a holiday in Toronto, Ontario.

"Closing" shall have the meaning ascribed thereto in section 2.13.

"Code" shall mean the US Internal Revenue Code of 1986, as amended.

"Commercial Software" shall mean packaged commercial software programs generally
available to the public through retail computer software dealers or available
directly from the manufacturer which have been licensed to the Company or
Parent, as the case may be, or any of their respective Subsidiaries pursuant to
End-User Licenses and which are used in the business of the Company or Parent,
as the case may be, or any of their respective Subsidiaries but are in no way a
component of or incorporated in or specifically required to develop or support
any of the products and related trademarks, technology and know-how of the
Company or Parent, as the case may be, or any of their respective Subsidiaries.

"Commissions" shall have the meaning ascribed thereto in section 2.11.4.

"Company Affiliate" shall have the meaning ascribed thereto in section 7.12.

"Company Balance Sheet" shall have the meaning ascribed thereto in section
3.7.1.

"Company Benefit Plans" shall mean all benefit plans sponsored or maintained by
the Company or any of its Subsidiaries or under which the Company or any of its
Subsidiaries is obligated.

"Company Bidder" shall have the meaning ascribed thereto in section 7.15.3.

"Company Comfort Letters shall have the meaning ascribed thereto in section
7.8.1.

"Company Common Shares" shall mean the common shares in the capital of the
Company.

"Company Disclosure Schedule" shall have the meaning ascribed thereto in Article
3.

"Company Insurance Contracts" shall have the meaning ascribed thereto in section
3.19.

"Company Plans" shall mean, collectively, all Company Benefit Plans and all
plans, programs or arrangements described in subsection 3.18.1(a).

"Company Proprietary Rights" shall have the meaning ascribed thereto in section
3.17.1.

"Company Securities" shall have the meaning ascribed thereto in subsection
2.3(g).

"Company Securities Reports" shall have the meaning ascribed thereto in section
3.6.

"Company Shareholder Meeting" shall have the meaning ascribed thereto in section
2.2.1.

"Company Superior Proposal" shall have the meaning ascribed thereto in section
7.15.2.

"Consent" shall have the meaning ascribed thereto in section 3.4
<PAGE>

                                       -4-


"Contract" shall mean any written or oral agreement, contract, instrument,
indenture, bond, debenture, note, credit agreement, mortgage, lease, permit,
concession, grant, franchise, license, guarantee or commitment to which a Person
or any of its Subsidiaries is a party or by which it, any of their respective
Subsidiaries or any of its material assets or properties is bound or which is
applicable to it, any of their respective Subsidiaries or any of their
respective material assets or properties.

"Control" (including with correlative meaning, controlled by and under common
control with) shall mean, with respect to any Person, the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

"Dollar" or "$" shall mean US dollars.

"Effective Time" shall mean the date and time upon which the Articles of
Arrangement shall be duly filed and certified by the Director under the OBCA.

"Encumbrance" shall mean any mortgage, pledge, lien, claim, charge, security
interest, lease, conditional sale or other title retention agreement, easement,
servitude, refusal, claim of infringement, condition or other restriction or
encumbrance of any kind, including any restriction on use, voting (in the case
of any security), transfer, receipt of income or exercise of any other attribute
of ownership on assets.

"End-User Licenses" shall mean End-User Licenses, under which the Company or
Parent, as the case may be, or any of their respective Subsidiaries is the
licensor and which provide for payments to the Company or Parent, as the case
may be, or any of their respective Subsidiaries of less than $250,000.

"Environmental Claim" shall mean any notice alleging potential liability
(including potential liability for investigatory costs, cleanup costs, response
or remediation costs, natural resource damages, property damages, personal
injuries, fines or penalties) arising out of, based on or resulting from; (a)
the presence or release of any Material of Environmental Concern, whether or not
the Material of Environmental Concern is present on or has been released from
property owned by that party or any of its Affiliates; or (b) circumstances
forming the basis for any violation or alleged violation of any Environmental
Law.

"Environmental Laws" shall mean any and all Laws relating to the protection of
public health, safety or the environment.

"ERISA" shall mean the US Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" shall mean the US Securities Exchange Act of 1934, as amended.

"Exchange Ratio" shall have the meaning ascribed thereto in subsection 2.3(a).

"Exchangeable Shares" shall have the meaning ascribed thereto in section 2.5.

"Final Order" shall have the meaning ascribed thereto in section 2.2.2.

"First Company Comfort Letter" shall have the meaning ascribed thereto in
section 7.8.1.

"First Parent Comfort Letter" shall have the meaning ascribed thereto in section
7.8.2.

"Global" shall mean Global Leisure Travel, Inc., a Washington corporation.

"Global Merger" shall have the meaning ascribed thereto in the preambles to this
Agreement.

"Global Merger Agreement" shall mean the Agreement and Plan of Merger dated as
of March 17, 2000 as amended among Parent, Global and US Subco.
<PAGE>

                                       -5-


"Governmental Entity" shall mean; (a) any United States, Canadian,
multinational, foreign, federal, provincial, state, regional, territorial,
municipal, local or other government, governmental or public department, central
bank, court, tribunal, arbitral body, commission, board, bureau or agency; (b)
any subdivision, agent, commission, board, authority or instrumentality of any
of the foregoing; or (c) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the foregoing. The term "Governmental Entity" shall include the SEC, the OSC,
Nasdaq, the TSE, the Winnipeg Stock Exchange, The Canadian Venture Exchange and
the Frankfurt Stock Exchange.

"HSR Act" shall mean the US Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Indebtedness" shall mean; (a) all items (except items of capital, shareholders'
equity, surplus or retained earnings and general contingency reserves) that, in
accordance with generally accepted accounting principles, would be included in
determining total liabilities of the Company or Parent, as the case may be, and
their respective Subsidiaries as of the date at which Indebtedness is to be
determined; (b) indebtedness secured by any Encumbrance to which any property or
asset owned or held by the Company or Parent, as the case may be, and their
respective Subsidiaries is subject, whether or not the indebtedness secured
thereby shall have been assumed; and (c) indebtedness of others which the
Company or Parent, as the case may be, and their respective Subsidiaries have
directly or indirectly guaranteed, endorsed (other than for collection or
deposit in the ordinary course of business), sold or discounted with recourse
(contingently or otherwise) or to purchase or repurchase or otherwise acquire or
in respect of which the Company or Parent, as the case may be, and their
respective Subsidiaries have agreed to supply or advance funds (whether by way
of loan, share purchase, capital contribution or otherwise) or otherwise become
directly or indirectly liable.

"Indemnified Directors" shall have the meaning ascribed thereto in section 7.17.

"Indemnified Party" shall have the meaning ascribed thereto in section 10.1.

"Indemnifying Party" shall have the meaning ascribed thereto in section 10.1.

"Information Circular" shall have the meaning ascribed thereto in section
2.11.1.

"Interim Order" shall have the meaning ascribed thereto in section 2.2.1.

"Laws" shall mean all laws, statutes, ordinances, regulations, rules, published
policies and guidelines of any Governmental Entity and the terms and conditions
of any Permit, judgment, order or decree of any Governmental Entity.

"Leases" shall mean each lease, sublease, license or other agreement under which
the Company or Parent, as the case may be, or any of their respective
Subsidiaries uses, occupies or has the right to occupy any real property or
interest therein that; (a) provides for future minimum payments of $10,000 or
more (ignoring any right of cancellation or termination); or (b) the
cancellation or termination of which would have a Material Adverse Effect.

"Liabilities" shall have the meaning ascribed thereto in section 3.7.2.

"Material Adverse Effect" shall mean, among other things, any event, change or
effect that is or is reasonably expected to be materially adverse to; (a) the
financial condition, business, operations, assets, properties, personnel or
results of operations of the Company or Parent, as the case may be, and their
respective Subsidiaries taken as a whole; or (b) the ability of the Company or
Parent, as the case may be, and their respective Subsidiaries to perform their
respective obligations under this Agreement, the Plan of Arrangement or to
consummate the Arrangement, or any of the other transactions contemplated
hereby. "Material Adverse Effect" shall not include any adverse effect resulting
from changes in general economic conditions or conditions generally affecting
the industry in which the Company or Parent, as the case may be, operates.
<PAGE>

                                       -6-


"Materials of Environmental Concern" shall mean petroleum and its by-products,
all hazardous substances and all substances or constituents that are regulated
by or form the basis for liability under any Environmental Laws.

"Nasdaq" shall mean The Nasdaq Stock Market, Inc.

"OBCA" shall mean the Business Corporations Act, Ontario.

"OSC" shall mean the Ontario Securities Commission.

"Parent Affiliate" shall have the meaning ascribed thereto in section 7.12.

"Parent Balance Sheet" shall have the meaning ascribed thereto in section 4.7.1.

"Parent Benefit Plans" shall mean all benefit plans sponsored or maintained by
Parent or any of its Subsidiaries or under which Parent or any of its
Subsidiaries is obligated.

"Parent Bidder" shall have the meaning ascribed thereto in section 7.13.3.

"Parent Comfort Letters" shall have the meaning ascribed thereto in section
7.8.2.

"Parent Common Stock" shall have the meaning ascribed thereto in section 4.5.1.

"Parent Disclosure Schedule" shall have the meaning ascribed thereto in Article
4.

"Parent Insurance Contracts" shall have the meaning ascribed thereto in section
4.19.

"Parent Plans" shall mean, collectively, all Parent Benefit Plans and all plans,
programs and agreements described in subsection 4.18.1(a).

"Parent Proprietary Rights" shall have the meaning ascribed thereto in section
4.17.1.

"Parent Securities" shall have the meaning ascribed thereto in subsection
2.3(g).

"Parent Securities Reports" shall have the meaning ascribed thereto in section
4.6.

"Parent Superior Proposal" shall have the meaning ascribed thereto in section
7.13.2.

"Parties" shall mean Parent, Aviation Subco and the Company.

"Permit" shall mean any permit, concession, approval, permission, authorization,
certificate or license from any Governmental Entity.

"Permitted Encumbrances" shall mean; (a) liens for current taxes and other
statutory liens and trusts not yet due and payable or that are being contested
in good faith; (b) liens that were incurred in the ordinary course of business,
such as carriers', warehousemen's, landlords' and mechanics' liens and other
similar liens arising in the ordinary course of business; (c) liens on personal
property leased under operating leases; (d) liens, pledges or deposits incurred
or made in connection with workers' compensation, unemployment insurance and
other social insurance and social security benefits or securing the performance
of bids, tenders, leases, contracts (other than for the repayment of borrowed
money), statutory obligations, progress payments, surety and appeal bonds and
other obligations of like nature, in each case incurred in the ordinary course
of business; (e) pledges of or liens on manufactured products as security for
any drafts or bills of exchange drawn in connection with the importation of such
manufactured products in the ordinary course of business; (f) liens under
Article 2 of the applicable Uniform Commercial Code in effect in any given state
in the United States
<PAGE>

                                       -7-


or under applicable Canadian provincial personal property security Laws that are
special property interests in goods identified as goods to which a contract
refers; and (g) liens under Article 9 of the applicable Uniform Commercial Code
in effect in any given state in the United States or under applicable Canadian
provincial personal property security Laws that are purchase money security
interests, none of which are material in the aggregate or individually.

"Person" shall mean any individual, corporation, association, partnership,
limited liability company, estate, trust or other entity or organization.

"Plan of Arrangement" shall have the meaning ascribed thereto in section 2.2.1.

"Registration Statement" shall have the meaning ascribed thereto in section
2.11.2.

"Representative" shall have the meaning ascribed thereto in section 7.2.

"SEC" shall mean the US Securities and Exchange Commission.

"Second Company Comfort Letter" shall have the meaning ascribed thereto in
section 7.8.1.

"Second Parent Comfort Letter" shall have the meaning ascribed thereto in
section 7.8.2.

"Securities Act" shall mean the US Securities Act of 1933, as amended.

"Special Voting Share" shall have the meaning ascribed thereto in section 2.9.

"Subsidiary" shall mean any corporation, association or other business entity a
majority of the shares or other voting interests (by number of votes to the
election of directors or persons holding positions with similar
responsibilities) of which is owned by the Company or Parent, as the case may
be, or any of their respective Subsidiaries; provided however, such term when
used with respect to Parent shall exclude Global and any corporations or other
business entities controlled by Global.

"Tax" shall mean any Canadian, United States, multinational, foreign, federal,
provincial, state, regional, territorial, municipal and local capital, capital
stock, disability, customs duties, employment, environmental (including taxes
under section 59A of the Code), estimated, excise, franchise, capital gains,
employer health, income, license, alternative or add-on minimum, occupation,
payroll, premium, profits, windfall profits, personal property, real property,
gross receipts, registration, gross revenue, sales, goods and services,
severance, social security (or similar), stamp, transfer, turnover,
unemployment, use, value added, withholding, net worth or other tax of any kind
whatsoever including employment insurance and Canada Pension Plan premiums as
well as any interest or penalty in respect thereof and any addition thereto,
whether disputed or not.

"Tax Return" shall mean any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto and any amendment thereof.

"Termination Expenses" shall have the meaning ascribed thereto in section 9.4.

"Transfer Agent" shall mean Montreal Trust Company.

"Trustee" shall mean Montreal Trust Company acting as trustee under the Voting
and Exchange Trust Agreement.

"TSE" shall mean The Toronto Stock Exchange.

"United States" means the United States of America, including any state thereof
and its territories and assigns.

"US Subco" shall have the meaning ascribed thereto in the preambles to this
Agreement.

"Violation" shall mean, with respect to any provision, with or without the
giving of notice or the lapse of time, or both; (a) any conflict with, violation
or breach of, or default under, such provision; (b) the arising of any right of
termination, amendment, cancellation or acceleration of any obligation contained
in or the loss of any material
<PAGE>

                                       -8-


benefit under, such provision; or (c) the arising of any Encumbrance upon any of
the properties or assets of the Person or any of its Subsidiaries subject to the
provision.

"Voting and Exchange Trust Agreement" shall mean the agreement to be executed by
and among Parent, the Company and the Trustee.

                                    ARTICLE 2
                                     GENERAL

2.1.    Global Merger and Bridge Financing

2.1.1   The Global Merger has been effected, or will be effected as soon as
practicable, as contemplated in the Global Merger Agreement.

2.1.2.  Global and Parent have completed, or will complete as soon as
practicable, a bridge financing as set forth in Schedule 2.1.2.

2.1.3.  As a result of the consummation of the Global Merger and bridge
financing, the share capital of Parent and Global will be as set forth in
Schedule 2.1.3.

2.2.    Court Approvals

2.2.1.  Interim Order. As promptly as practicable, the Company shall apply to
the Court pursuant to section 182(5) of the OBCA for an interim order in form
and substance reasonably satisfactory to Parent (the "Interim Order") providing
for, among other things, the calling and holding of a special meeting of the
shareholders of the Company (the "Company Shareholder Meeting") for the purpose
of considering and, if deemed advisable, approving the arrangement (the
"Arrangement") under section 185 of the OBCA and pursuant to this Agreement and
the Plan of Arrangement substantially in the form of Schedule "A" together with
such changes, modifications and additions thereto as the Parties may reasonably
agree upon (the "Plan of Arrangement"). The notice of motion for the application
for the Interim Order shall request that the Interim Order provide: (a) for the
class of Persons to whom notice shall be provided in respect of the Arrangement
and the Company Shareholder Meeting and for the manner in which such notice
shall be provided; (b) that the requisite shareholder approval for the special
resolution approving the Arrangement shall be 66-2/3% of the votes cast on such
special resolution by holders of Company Common Shares present in person or by
proxy at the Company Shareholder Meeting; (c) that, in all other respects, the
terms, restrictions and conditions of the Articles of Incorporation and By-Laws
of the Company, including quorum requirements and all other matters, shall apply
in respect of the Company Shareholder Meeting: and (d) for the grant of the
rights of dissent in respect of the Arrangement described in the Plan of
Arrangement and the OBCA.

2.2.2.  Final Order. If the shareholders of the Company shall approve the
Arrangement in accordance with the Interim Order, and subject to the
satisfaction or waiver of the other conditions set forth in Article 8, the
Company shall as promptly as practicable: (a) take all necessary steps to submit
the Arrangement to the Court and apply for and shall obtain a final order of the
Court approving the Arrangement (including without limitation, the fairness
thereof) in such fashion as the Court may direct (the "Final Order"); and (b)
upon obtaining the Final Order, send to the Director appointed under the OBCA
for endorsement and filing by such entity, the Articles of Arrangement and such
other documents as may be required in connection therewith under the OBCA to
give effect to the Arrangement.

2.3.    Exchange Ratio. (a) The "Exchange Ratio" on completion of the
consummation shall be one Exchangeable Share of the Company for each one Company
Common Share. The Exchange Ratio shall be adjusted to reflect fully the effect
of any share split, reverse split, share dividend (including any dividend or
distribution of securities convertible into Parent Common Stock or Company
Common Shares), reorganization, recapitalization or other like change with
respect to the Parent Common Stock or the Company Common Shares occurring after
the date hereof and prior to the Effective Time (the "Adjustment").
<PAGE>

                                       -9-


(b) Upon completion of the Arrangement and satisfaction of all conditions
precedent thereto including, without limitation, the filing and certification of
the Articles of Arrangement, each one Company Common Share outstanding
immediately prior to the Effective Time shall be converted into the right to
receive one Exchangeable Share of the Company, and each Company Common Share
theretofore outstanding will cease to be outstanding and will cease to exist,
and each holder of a certificate for Company Common Shares will thereafter cease
to have any rights with respect to such shares, except the right to receive,
without interest, the Exchangeable Shares as calculated pursuant to this
section, upon the surrender of such certificate for Company Common Shares.

(c) As of the Effective Time, the Company will deposit with the Transfer Agent
for the benefit of the holders of certificates representing Company Common
Shares for exchange in accordance with this section, certificates representing
Exchangeable Shares to be issued pursuant to this Agreement. Promptly after the
Effective Time, the Company will cause the Transfer Agent to mail to each holder
of record of Company Common Shares as of the Effective Time a letter of
transmittal which will specify; (i) that delivery will be effected, and risk of
loss and title to the certificates therefor will pass, only upon delivery of
such certificates to the Transfer Agent, and will be in such form and have such
other provisions as the Company may reasonably specify; and (ii) instructions
for use in effecting the surrender of such certificates in exchange for
certificates representing Exchangeable Shares. All certificates representing
Company Common Shares so surrendered will be cancelled forthwith.

(d) From and after the Effective Time, there will be no transfers on the stock
transfer books of the Company Common Shares which were outstanding immediately
prior to the Effective Time.

(e) Any portion of the certificates representing Exchangeable Shares made
available to the Transfer Agent pursuant to the terms hereof which remain
unclaimed by the holders of Company Common Shares for 180 calendar days after
the Effective Time will be delivered to the Company and any former Company
common shareholders who have not theretofore complied with this section may look
only to the Company for delivery of certificates representing the Exchangeable
Shares.

(f) In the event any certificate representing Company Common Shares shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the Person claiming such certificate to be lost, stolen or destroyed and, if
required by the Company, the posting by such Person of a bond in such reasonable
amount as the Company may direct as indemnity against any claim that may be made
against it with respect to such certificate, the Transfer Agent or the Company
will issue in exchange for such lost, stolen or destroyed certificate the
Exchangeable Shares deliverable in respect thereof pursuant to this Agreement.

(g) Schedule 2.2.1 sets forth a list of all outstanding Company Securities
including without limitation, all options and warrants (the "Company
Securities"). As of the Effective Time, each outstanding option forming a part
of the Company Securities will be exchanged for a similar security of the Parent
issued under Parent's 1997 Share Option Plan (the "Parent Securities"), based on
the Exchange Ratio, and whether or not then exercisable or vested will continue
to have, and be subject to, the same vesting schedule and exercise price, as
adjusted for conversion from Canadian dollars to U.S. dollars. The stock option
plan of the Company will thereafter be cancelled. As of the Effective Time, in
accordance with the respective terms thereof, the warrants forming a part of the
Company Securities shall be exercisable into Exchangeable Shares based on the
Exchange Ratio.

2.4.    Dissenting Shares. Holders of Company Common Shares may exercise rights
of dissent in connection with the Arrangement pursuant to and in the manner set
forth in the Plan of Arrangement and the OBCA. The Company shall give Parent
prompt written notice of any written demands for a right of dissent and
withdrawals of such demands.

2.5.    Articles of Arrangement. Following receipt of the Final Order and the
waiver or satisfaction of the conditions set forth in Article 8, Aviation Subco
and the Company shall file Articles of Arrangement under the name of
"travelbyus.com Ltd." among other things, establishing exchangeable shares as
part of the authorized capital of the Company having those attributes set forth
on Schedule 2.5 (the "Exchangeable Shares").
<PAGE>

                                      -10-


2.6.    Other Effects of the Arrangement. From and after the Effective Time, the
individuals identified on or determined in accordance with Schedule 2.6 will
serve as directors and officers of the Company and Parent, as the case may be,
until the earlier of the resignation or removal of any such individual or until
their respective successors are duly elected and qualified, as the case may be.
Parent's Board of Directors shall take the necessary actions to effect any
change in the directors and officers of Parent represented by Schedule 2.6,
including where necessary, the resignation of existing directors and the
appointment of new directors to fill any vacancies in the Parent's Board of
Directors.

2.7.    Voting and Exchange Trust Agreement. On or before the Effective Time,
the Parties and the Trustee shall authorize, execute and deliver a voting and
exchange trust agreement (the "Voting and Exchange Trust Agreement"), on terms
and conditions satisfactory to the Parties. On or before the Effective Time,
Parent shall issue and deposit with the Trustee, for the benefit of the holders
of Exchangeable Shares and pursuant to the Voting and Exchange Trust Agreement,
the Special Voting Share.

2.8.    Support Agreement. On or before the Effective Time, the Parties shall
execute and deliver a support agreement (the "Support Agreement"), on terms and
conditions satisfactory to the Parties.

2.9.    Articles of Amendment. On or before the Effective Time, Parent shall
create the Special Voting Share having those attributes set forth on Schedule
2.9 (the "Special Voting Share"), and increase its authorized number of shares
of Parent Common Stock to 250,000,000.

2.10.   Securityholder Meeting. Following the execution and delivery hereof, as
promptly as practicable, the Company, Parent and Aviation Subco shall take all
action necessary in accordance with Applicable Laws and their respective charter
documents to call and hold joint or contemporaneous shareholders' meetings for
the purpose of voting upon the Arrangement and such other matters as shall
require approval of the shareholders of the Company or Parent, as the case may
be, in order to consummate the Arrangement and the other transactions
contemplated hereby. The Board of Directors of the Company and Parent, as the
case may be, shall give their unqualified recommendation to their respective
shareholders that they approve the Arrangement and such other matters. The
Company shall additionally take all action necessary in accordance with
Applicable Laws to procure the consent of the applicable holders of the Company
Securities.

2.11.   Information Circular and Registration Statement

2.11.1. Information Circular. As promptly as practicable, each of the Company
and Parent shall prepare a joint proxy statement with respect to the Arrangement
(the "Information Circular"), together with any other documents required by
Applicable Laws in connection with the Arrangement including without limitation,
the Interim Order, and the other transactions contemplated hereby. The Company
and Parent shall cause the Information Circular and such other required
documents to be sent to their respective shareholders entitled to vote in
accordance with Applicable Laws. The Company and Parent shall ensure that the
Information Circular provides their respective shareholders entitled to vote
with information in sufficient detail to permit them to form a reasoned judgment
concerning the matters to be placed before them and that the Information
Circular is accurate and complete in all material respects.

2.11.2. Registration Statement. As promptly as practicable, Parent shall file
with the SEC the Information Circular as and by way of a registration statement
(the "Registration Statement") to register the Parent Common Stock to be issued
from time to time after the Effective Time upon exchange of the Exchangeable
Shares and exercise of the Parent Securities in accordance with their respective
terms. Parent and the Company shall use their reasonable best efforts to cause
the Registration Statement to become effective and to maintain the effectiveness
of the Registration Statement for the period that the Exchangeable Shares and
the Parent Securities remain outstanding.

2.11.3. Approval of Canadian Authorities. Parent and the Company shall use their
reasonable best efforts to obtain all orders required from applicable Canadian
securities regulatory authorities to permit the issuance and first resale of;
(a) the Exchangeable Shares; (b) the Parent Common Stock issuable upon exchange
of the Exchangeable Shares from time to time; and (c) the Parent Common Stock
issuable from time to time upon the exercise of the Parent Securities; in each
case without qualification with or approval of or the filing of any document
(including any
<PAGE>

                                       -11-


prospectus or similar document) or the taking of any proceeding with or the
obtaining of any further order, ruling or consent from any Governmental Entity
under Applicable Laws or the fulfillment of any other legal requirement in any
such jurisdiction (other than, with respect to such first resales, any
restrictions on transfer by reason of, among other things, a holder being a
"control person" of Parent or the Company for the purposes of Canadian federal,
provincial or territorial securities Laws).

2.11.4. Provision of Information. Each Party shall promptly furnish to the other
Parties all information concerning such Party and its securityholders as may be
reasonably required in connection with any action contemplated by this
Agreement. The Information Circular, the Registration Statement and the other
documents required by Applicable Laws in connection with the Arrangement and the
other transactions contemplated hereby shall comply in all material respects
with all requirements of Applicable Laws. No information provided by Parent or
the Company for inclusion in the Information Circular, the Registration
Statement or any other documents to be filed with the SEC, the OSC or other
applicable Canadian provincial securities regulators (together with the OSC, the
"Commissions"), the TSE or to be mailed to the securityholders of the Company
and Parent in connection with the Arrangement and the other transactions
contemplated hereby shall contain any untrue statement of a material fact or
shall omit to state a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances under which they
were made not misleading. Parent and the Company shall notify the other Party
promptly of the receipt of any comments from the SEC, the Commissions or the TSE
and of any request by the SEC, the Commissions or the TSE for amendments or
supplements to the Information Circular or the Registration Statement or for
additional information. Parent and the Company shall supply the other Party with
copies of all correspondence with the SEC, the Commissions, the TSE and Nasdaq
with respect to the Information Circular and the Registration Statement.
Whenever any event shall occur that should be set forth in an amendment or
supplement to the Information Circular or the Registration Statement, Parent or
the Company, as the case may be, shall promptly inform the other Party of such
occurrence and shall cooperate in filing with the SEC, the Commissions, the TSE
and/or Nasdaq and/or mailing to securityholders of the Company and Parent
entitled to vote, such amendment or supplement.

2.11.5. Blue Sky Laws. Parent and the Company shall promptly take all action
required to be taken under any Applicable state or provincial securities Laws
(including "blue sky" Laws) in connection with the Arrangement and the issuance
of the Exchangeable Shares and the Parent Securities with respect to Canadian
provincial qualifications. Neither Parent nor the Company shall be required to
register or qualify as a foreign corporation or a reporting issuer where either
such Party is not now so registered or qualified.

2.12.   Listings. Parent shall take such action as shall be necessary to
authorize for listing on Nasdaq or AMEX the Parent Common Stock issuable upon
exchange of the Exchangeable Shares and upon exercise of the Parent Securities.
Parent and the Company shall take such action as shall be necessary to authorize
for listing on the TSE, the Exchangeable Shares as of and from the Effective
Time until December 31, 2001.

2.13.   Closing. Closing of the Arrangement and the other transactions
contemplated hereby (the "Closing") shall take place at a location to be agreed
upon by the Parties, on the Effective Date after the later of the satisfaction
or waiver of the conditions set forth in Article 8. Concurrently with Closing,
the Parties shall cause to be filed with the Director under the OBCA, Articles
of Arrangement and such other documents as may be required in connection
therewith under the OBCA to give effect to the Arrangement and the other
transactions contemplated hereby.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Aviation Subco that the
statements in this Article 3 are true and correct, except as set forth in the
disclosure schedule delivered by the Company to Parent on the date hereof (the
"Company Disclosure Schedule"). The Company Disclosure Schedule shall be
arranged in sections and paragraphs corresponding to the numbered and lettered
sections and paragraphs in this Article 3. The disclosure in any section or
paragraph of the Company Disclosure Schedule shall qualify other sections and
paragraphs in this Article 3 only to the extent that it is reasonably apparent
from a reading of such disclosure that it also qualifies or
<PAGE>

                                       -12-


applies to such other sections or paragraphs. As and when necessary, prior to
the Effective Time, as and when required by reason of completion of any of the
Acquisition Transactions, the Company Disclosure Schedules shall be amended.

3.1.    Corporate Status of the Company and its Subsidiaries. Each of the
Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the Laws of its jurisdiction of incorporation, with
the requisite corporate or organizational power and authority to carry on its
business as currently being conducted and to own, lease and operate the
properties currently owned, leased and operated by it. Each of the Company and
its Subsidiaries is duly qualified or licensed to do business and is in good
standing as an extra-provincial or foreign corporation or organization
authorized to do business in all jurisdictions in which the character of the
properties owned or held under lease by it or the nature of the business
transacted by it makes such qualification or licensing necessary, except in
jurisdictions in which the failure to be so qualified or licensed would not
result in a Material Adverse Effect. Section 3.1 of the Company Disclosure
Schedule sets forth a complete list of the Company's Subsidiaries, their
jurisdictions of incorporation and a complete list of each jurisdiction in which
each of the Company and its Subsidiaries is duly qualified and in good standing
to do business.

3.2.    Articles of Incorporation, By-Laws, Directors and Officers. The Company
has delivered to Parent true and complete copies of the Articles of
Incorporation and By-laws of the Company, including all amendments thereto, as
in effect on the date hereof. Each of the minute books of the Company and its
Subsidiaries made available to Parent and/or its agents contains accurate
records of all meetings and consents in lieu of meetings of the Board of
Directors (or similar governing body) of the Company or its Subsidiaries, as the
case may be (and any committees thereof) and of its securityholders (or other
equity holders having rights to vote or consent) since the date of incorporation
and such records accurately reflect all transactions referred to in such minutes
and consents. Section 3.2 of the Company Disclosure Schedule sets forth a list
of the directors and officers of the Company and its Subsidiaries and the
respective offices held by them.

3.3.    Authority for Agreement; Noncontravention

3.3.1.  Authority. The Company has all requisite corporate power and authority
to enter into this Agreement and the other agreements contemplated hereby to be
executed by it and subject to approval of the Company's shareholders and
securityholders as contemplated in section 3.3.1 of the Company Disclosure
Schedule and the Court as provided in this Agreement, to consummate the
Arrangement and the other transactions contemplated hereby and to execute and
deliver the other agreements contemplated hereby. The execution and delivery by
the Company of this Agreement and such other agreements and the consummation by
the Company of the Arrangement and the other transactions contemplated hereby
and thereby have been duly and validly authorized by the Board of Directors of
the Company. Except for the approval of the Company's shareholders and
securityholders as provided in this Agreement and as provided in section 3.3.1
of the Company Disclosure Schedule, no other corporate proceedings on the part
of the Company are necessary to authorize the execution and delivery by the
Company of this Agreement and such other agreements and the consummation by the
Company of the Arrangement and the other transactions contemplated hereby and
thereby. This Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to the qualifications that;
(a) enforcement of the rights and remedies created hereby are subject to
Bankruptcy Laws; and (b) the consummation of the Arrangement is subject to the
approval of the Company's shareholders and other securityholders as provided in
section 3.3.1 of the Company Disclosure Schedule and to receipt by the Company
of each of the Interim Order and the Final Order as provided in section 2.2. On
or before the Effective Time, the other agreements contemplated hereby to be
executed and delivered by the Company on or before the Effective Time will have
been executed and delivered by the Company and upon such execution and delivery
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to the
qualifications that; (a) enforcement of the rights and remedies created thereby
will be subject to Bankruptcy Laws; and (b) the consummation of the Arrangement
is subject to the approval of the Company's shareholders and securityholders as
provided in this Agreement and the Company's securityholders as provided in
section 3.3.1 of the Company Disclosure Schedule and to receipt by the Company
of each of the Interim Order and the Final Order as provided in section 2.2.
<PAGE>

                                      -13-


3.3.2.  No Conflict. None of the execution and delivery by the Company of this
Agreement, the Plan of Arrangement and the other agreements contemplated hereby,
the performance by the Company of its obligations hereunder and thereunder and
the consummation by the Company of the transactions contemplated hereby and
thereby will cause a Violation of any term, condition or provision of the
Articles of Incorporation or By-Laws of the Company or any of its Subsidiaries
or any contract, judgment, decree or order to which the Company or any of its
Subsidiaries is a party or by which it, any of its Subsidiaries or any of their
respective material assets or properties is bound or to the knowledge of the
Company, any Applicable Laws, other than such Violations which individually or
in the aggregate would not result in a Material Adverse Effect.

3.4.    Governmental Consents. No consent, approval, order or authorization of
or registration or filing with or declaration or notice to any Governmental
Entity (the "Consents"), is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution and delivery by the Company of
this Agreement or the other agreements contemplated hereby, the performance by
the Company of its obligations hereunder and thereunder and the other
transactions contemplated hereby or thereby except; (a) the filing with and
approval of the Commissions; (b) the filing with and approval of the SEC of such
registration statements, reports and information under the Securities Act and
the Exchange Act and the rules and regulations promulgated by the SEC thereunder
as may be required in connection with this Agreement and the transactions
contemplated hereby; (c) the filing of the Articles of Arrangement and documents
required by the OBCA; (d) such filings, authorizations, orders and approvals as
may be required under state or provincial "control share acquisition",
"anti-takeover" or other similar statutes and any other approvals required under
applicable federal, provincial or state securities Laws and the rules of the
Nasdaq and the TSE; (e) such filings and notices as may be necessary under the
HSR Act and the early termination or expiration of the required waiting period;
(f) such filings and notices as may be necessary under the Investment Canada Act
and under the Competition Act (Canada); (g) the receipt by the Company of the
Interim Order and the Final Order; and (h) where the failure to obtain or make
such Consents would not prevent or delay the consummation of the Arrangement or
the other transactions contemplated hereby or otherwise prevent the Company from
performing its obligations under this Agreement, the Arrangement or the other
agreements contemplated hereby and would not result in a Material Adverse
Effect.

3.5.    Capitalization

3.5.1.  Authorized Share Capital of the Company. The authorized and issued share
capital of the Company is as set forth in section 3.5.1 of the Company
Disclosure Schedule. All of the issued Company Common Shares have been duly
authorized and validly issued and are fully paid and nonassessable. None of the
issued Company Common Shares was issued in violation of the terms of any
agreement or other understanding binding upon the Company. All of the issued
Company Common Shares were issued in compliance with all applicable charter
documents of the Company and all Applicable Laws. There are and have been no
preemptive rights with respect to the issuance of the Company Common Shares.

3.5.2.  Options and Convertible Securities of the Company. Section 3.5.2 of the
Company Disclosure Schedule sets forth a complete list of; (a) each stock option
plan, stock purchase plan and each other plan, arrangement or agreement under
which the Company or any of its Subsidiaries has reserved shares or any
securities or obligations convertible into or exercisable or exchangeable for
any shares, to any employee, director, consultant, service provider or other
Person (collectively, the "Company Plans"); and (b) the number of shares,
securities or obligations reserved for issuance under such plan, arrangement or
agreement. All such plans, arrangements and agreements are in compliance with
all Applicable Laws and have been approved by the TSE. Except as set forth in
section 3.5.2 of the Company Disclosure Schedule, there are no outstanding
subscriptions, options, warrants or conversion rights or other rights,
securities, agreements, calls or commitments (contingent or otherwise) that
obligate the Company to issue, sell, deliver or otherwise dispose of shares or
any securities or obligations convertible into or exercisable or exchangeable
for any shares. None of the execution and delivery by the Company of this
Agreement and the other agreements contemplated hereby, the performance by the
Company of its obligations hereunder and thereunder and the consummation by the
Company of the other transactions contemplated hereby and thereby and any other
event that occurred on or prior to the date hereof will accelerate the vesting
under any item set forth in section 3.5.2 of the Company Disclosure Schedule.
There are no voting trusts or other agreements or understandings to which the
Company or to the knowledge of the Company, any securityholder of the Company is
a party with respect to the voting of the Company Common Shares. Except as set
forth in section 3.5.2
<PAGE>

                                       -14-


of the Company Disclosure Schedule, the Company is not a party to or bound by
any outstanding restrictions, puts, options or other obligations, agreements or
commitments to repurchase, redeem or otherwise acquire any outstanding Company
Common Shares or other equity securities of the Company.

3.5.3.  Subsidiaries. Section 3.5.3 of the Company Disclosure Schedule sets
forth the authorized and issued shares of each of the Company's Subsidiaries.
All of the issued shares of each of the Company's Subsidiaries have been duly
authorized and validly issued and are fully paid and nonassessable. None of the
issued securities of any of the Company's Subsidiaries was issued in violation
of the terms of any agreement or other understanding binding upon the issuing
Subsidiary and all of such issued securities were issued in compliance with all
applicable charter documents of the issuing Subsidiary and all Applicable Laws.
There are no outstanding subscriptions, options, warrants or conversion rights
or other rights, securities, agreements, calls or commitments (contingent or
otherwise) that obligate any of the Company's Subsidiaries to issue, sell,
deliver or otherwise dispose of shares or any securities or obligations
convertible into or exercisable or exchangeable for any shares. There are and
have been no preemptive rights with respect to the issuance of securities of any
of the Company's Subsidiaries. The Company owns beneficially and of record all
of the outstanding securities of each of its Subsidiaries, free and clear of all
Encumbrances save and except as set forth in section 3.5.3 of the Company
Disclosure Schedule. Other than the Company's Subsidiaries, the Company does not
own, directly or indirectly, any shares or other equity interest or securities
in any Person.

3.6.    Securities Reports; Financial Statements. The Company has timely filed
all forms, reports and documents (including prospectuses, offering memoranda and
TSE filing statements) with the Commissions and the TSE required to be filed by
it pursuant to Applicable Laws (collectively, the "Company Securities Reports").
As of their respective dates, the Company Securities Reports complied in all
material respects with Applicable Laws and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading. The financial
statements (including any related notes) of the Company included in the Company
Securities Reports complied in all material respects with applicable accounting
requirements and with Applicable Laws, were prepared in conformity with Canadian
generally accepted accounting principles applied on a consistent basis (except
as otherwise stated in the financial statements) and present fairly the
consolidated financial position, results of operations, shareholders' equity,
liabilities (contingent or otherwise) and cash flows, as the case may be, of the
Company and its consolidated Subsidiaries as of the dates and for the periods
indicated, subject, in the case of unaudited interim financial statements to;
(i) the absence of certain notes thereto; and (ii) normal year-end audit
adjustments. The information to be contained in the Information Circular
(including any information referred to therein or incorporated therein by
reference) relating to the Company will be accurate and complete in all material
respects as of the date thereof and will not contain a misrepresentation (as
defined in the Securities Act (Ontario)) as of such date.

3.7.    Absence of Material Adverse Changes and Undisclosed Liabilities

3.7.1.  Changes. Since the date of the most recent consolidated balance sheet
filed by the Company with the Commissions (the "Company Balance Sheet"), the
Company has not experienced a Material Adverse Effect. Without limiting the
generality of the foregoing, except as set forth in section 3.7.1 of the Company
Disclosure Schedule, since the date of the Company Balance Sheet and, save and
except for acquisitions by the Company or joint venture and/or strategic
alliance transactions (collectively, the "Acquisition Transactions") entered
into by the Company and/or its Subsidiaries in the ordinary course of business,
which transactions are or may be the subject matter of agreements, contracts
and/or letters of intent which have been provided to Parent or its legal counsel
prior to or after the date hereof, neither the Company nor any of its
Subsidiaries has:

        (a)     sold, leased, transferred or assigned any of its assets,
                tangible or intangible, other than in the ordinary course of
                business;

        (b)     accelerated, terminated, modified or canceled any contract,
                lease, sublease, license or sublicense (or series of related
                contracts, leases, subleases, licenses and sublicenses)
                involving more than $100,000;
<PAGE>

                                      -15-


        (c)     cancelled, compromised, waived or released any right or claim
                (or series of related rights and claims) either involving more
                than $100,000 or outside the ordinary course of business;

        (d)     experienced material damage, destruction or loss (whether or not
                covered by insurance) to its material property (other than
                ordinary wear and tear not caused by neglect);

        (e)     created or suffered to exist any Encumbrance (other than
                Permitted Encumbrances) upon any of the assets, tangible or
                intangible, of the Company or any Subsidiary;

        (f)     issued, sold, delivered or otherwise disposed of any shares or
                any securities or obligations convertible into or exercisable or
                exchangeable for any shares of the Company or any of its
                Subsidiaries or undergone any reorganization, recapitalization,
                reclassification, stock split or reverse stock split; provided
                always that it is understood and agreed that notwithstanding the
                foregoing, prior to the Effective Time and upon written notice
                to Parent or its counsel, the Company may grant stock options
                pursuant to the terms of its stock option plan and that the
                Company may issue Company Common Shares pursuant to Acquisition
                Transactions so long as it advises Parent or its counsel of such
                issuances;

        (g)     accelerated, amended, repriced or changed the period of
                exercisability of any outstanding security or authorized cash
                payments in exchange for any options granted under any of the
                Company Plans;

        (h)     declared, set aside or paid any dividend or distribution with
                respect to its shares (whether in cash or in kind) or directly
                or indirectly redeemed, purchased or otherwise acquired any of
                its shares;

        (i)     entered into financial arrangements for the benefit of any
                director, officer or securityholder of the Company other than in
                connection with such Person's employment by the Company in the
                ordinary course of its business and consistent with past
                practice;

        (j)     made or committed to make any capital expenditures or entered
                into any other material transaction outside the ordinary course
                of business or involving an expenditure in excess of $100,000;

        (k)     amended or modified in any respect any employment contract or
                arrangement or any profit sharing, bonus, incentive
                compensation, severance, employee benefit or multi-employer
                plans;

        (l)     entered into any employment agreement or collective bargaining
                agreement or increased the compensation of any of its employees
                other than in the ordinary course of its business and consistent
                with past practice; or

        (m)     committed (orally or in writing) to do any of the foregoing.

3.7.2.  Liabilities. Except for liabilities and obligations; (i) set forth in
the Company Securities Reports; or (ii) set forth in section 3.7.2 of the
Company Disclosure Schedule; or (iii) specifically contemplated to be incurred
in connection with this Agreement or the Global Merger; neither Company nor any
of its Subsidiaries has any Liabilities required by generally accepted
accounting principles to be set forth on a consolidated balance sheet of the
Company or in the notes thereto and which, individually or in the aggregate,
could be reasonably expected to have a Material Adverse Effect.

3.8.    Litigation and Audits. Except as set forth in section 3.8 of the Company
Disclosure Schedule, there is no investigation or inquiry by any Governmental
Entity with respect to the Company or any of its Subsidiaries pending or to the
knowledge of the Company threatened, nor has any Governmental Entity indicated
to the Company or any of its Subsidiaries an intention to conduct the same.
Except as set forth in section 3.8 of the Company Disclosure Schedule, there is
no claim, action, suit, arbitration or proceeding pending or to the knowledge of
the Company threatened against or involving the Company, any of its Subsidiaries
or any of their respective assets or properties, at law or in equity or before
any arbitrator or Governmental Entity, which if determined adversely to the
Company or
<PAGE>

                                       -16-


any Subsidiary could result in a Material Adverse Effect. There are no
judgments, decrees, injunctions, orders or rulings of any Governmental Entity or
arbitrator outstanding against the Company or any of its Subsidiaries, which if
existed, would result in a Material Adverse Effect.

3.9.    Compliance with Applicable Law, Articles of Incorporation and By-Laws.
Each of the Company and its Subsidiaries has all requisite Permits necessary to
carry on its respective business as currently being conducted and to own, lease
and operate the respective properties currently owned, leased and operated by it
in the manner currently owned, leased and operated, except where the failure to
have such Permits would not result in a Material Adverse Effect. There are no
proceedings pending or to the knowledge of the Company threatened, which might
result in the revocation, cancellation, suspension or adverse modification of
any such Permit. The business of the Company and its Subsidiaries has not been
conducted in Violation of Applicable Laws, except for Violations which
individually or in the aggregate would not result in a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries is in Violation of nor has any
event occurred that has resulted or will result in a Violation of any term,
condition or provision of the Articles of Incorporation or By-Laws of the
Company and its Subsidiaries.

3.10.   Books and Records; Accounting Matters. The books, records and accounts
of the Company and its Subsidiaries; (a) have been maintained in accordance with
good business practices; (b) are stated in reasonable detail and accurately and
fairly reflect in all material respects the transactions and dispositions of the
respective assets of the Company and its Subsidiaries; and (c) accurately and
fairly reflect in all material respects the basis for the Company Balance Sheet.
The Company has devised and maintains a system of internal accounting controls
sufficient to provide reasonable assurances that; (i) transactions are executed
in accordance with management's general or specific authorizations; and (ii)
transactions are recorded as necessary; (a) to permit preparation of accurate
financial statements in conformity with Canadian generally accepted accounting
principles or any other criteria applicable to such statements; and (b) to
maintain accountability for assets. There has been no change in the Company's
accounting policies or the methods of making accounting estimates or changes in
estimates that are material to the Company's financial statements except as
described in the notes thereto.

3.11.   Tax Matters

3.11.1. Filing of Returns. Each of the Company and its Subsidiaries has prepared
and timely filed with all appropriate Governmental Entities all Tax Returns that
it was required to file. All such Tax Returns were correct and complete in all
material respects. Neither the Company nor any of its Subsidiaries currently is
the beneficiary of any extension of time within which to file any Tax Return
other than extensions for which the Company or any of its Subsidiaries has filed
a request which request has resulted in the automatic granting of such
extension. No Governmental Entity in any jurisdiction in which any of the
Company and any of its Subsidiaries does not file Tax Returns has ever claimed
that the Company or any of its Subsidiaries is or may be subject to taxation by
that jurisdiction.

3.11.2. Payment of Taxes. All Taxes payable or owed by the Company and its
Subsidiaries (whether or not shown on any Tax Return) have been paid when due,
and all Taxes due on or before the Effective Time will be paid when due. In the
case of Taxes accruing on or before the date hereof that are not due on or
before the date hereof, the Company has made adequate provision in its books and
records and financial statements for such payment. There are no security
interests on any assets of the Company or any of its Subsidiaries that arose in
connection with any failure (or alleged failure) to pay any Tax.

3.11.3. Withholding. Each of the Company and its Subsidiaries has withheld from
every payment made to each of its current or former employees, officers,
directors, shareholders, independent contractors, creditors, non-residents and
other Persons all amounts required by Applicable Law to be withheld and, where
required, has remitted such amounts within the applicable periods to the
appropriate Governmental Entity.

3.11.4. Assessments. Neither the Company nor any of its Subsidiaries expects any
authority to assess any additional Taxes in excess of tax reserves provided for
in the Company's financial statements against the Company or any of its
Subsidiaries for any period for which Tax Returns have been filed. No Tax Return
of the Company or any of its Subsidiaries has been audited or currently is the
subject of audit. No Governmental Authority has raised any dispute or claim
concerning any Tax liability of the Company or any of its Subsidiaries. Neither
the Company nor any of its
<PAGE>

                                       -17-


Subsidiaries has waived any statute of limitations with respect to Taxes or has
agreed to any extension of time with respect to a Tax assessment or deficiency.

3.11.5. Access to Returns. The Company has provided Parent with a copy of or
access to all Canadian and other federal, provincial, state and local income and
capital Tax returns filed by the Company and its Subsidiaries after September
30, 1999. The Company has provided Parent with a copy of or access to all
assessments, extensions and waivers resulting from any examinations or audits of
the Company or any of its Subsidiaries by a Governmental Entity in respect of
Taxes and all such assessments and related penalties and interest have been paid
in full unless being contested in good faith by the Company or any of its
Subsidiaries and described in section 3.11 of the Company Disclosure Schedule.

3.12.   Employee Benefit Plans

3.12.1. List of Plans. Section 3.12 of the Company Disclosure Schedule sets
forth a complete list of all Company Benefit Plans. The Company has delivered to
Parent; (a) accurate and complete copies of all Company Benefit Plan documents
and all other material documents relating thereto, including (if applicable) all
summary plan descriptions, summary annual reports and insurance contracts; (b)
accurate and complete detailed summaries of all unwritten Company Benefit Plans;
(c) accurate and complete copies of the most recent financial statements and
actuarial reports with respect to all Company Benefit Plans for which financial
statements or actuarial reports are required or have been prepared; (d) accurate
and complete copies of all information returns and annual reports for all
Company Benefit Plans (for which information returns or annual reports are
required or have been prepared) prepared within the last three years; (e) all
material professional opinions relating to the Company Benefit Plans; and (f)
accurate and complete copies of material correspondence with all regulatory
authorities.

3.12.2. Claims. There are no pending or to the knowledge of the Company
threatened claims by or on behalf of any Company Benefit Plans or by or on
behalf of any individual participants or beneficiaries of any Company Benefit
Plans alleging any breach of fiduciary duty on the part of the Company or any of
its Subsidiaries or any of their respective officers, directors, employees or
agents under any Applicable Laws or claiming benefit payments (other than those
made in the ordinary operation of such Company Benefit Plans) nor to the
knowledge of the Company is there any basis therefor that if existed would cause
a Material Adverse Effect.

3.12.3. Contributions. The Company and each of its Subsidiaries has timely made
all required contributions under the Company Benefit Plans.

3.12.4. Company Benefit Plans. All of the Company Benefit Plans in which
employees of the Company and each of its Subsidiaries participate or are
eligible to participate are and have been established, registered, qualified,
invested and administered in all respects in accordance with all laws,
regulations, orders or other legislative, administrative or judicial
promulgations applicable to the Company Benefit Plans. With respect to Company
Benefit Plans having special Tax status, no fact or circumstance exists that
could adversely affect the intended Tax status of such Company Benefit Plan. All
obligations regarding the Company Benefit Plans have been satisfied and there
are no actions, outstanding defaults or violations by any party to any Company
Benefit Plan that could subject the Company or any of its Subsidiaries to any
material penalty or Tax and no Tax, penalty or fee is owing or eligible under or
in respect of any Company Benefit Plan. Neither the Company nor its applicable
Subsidiary, subject to the limitations or conditions set forth in other
provisions hereof, may unilaterally amend, modify, vary, revoke or terminate, in
whole or in part, any Company Benefit Plan maintained by it or may take
contribution holidays under or withdraw surplus from such Company Benefit Plans,
subject only to approvals required by Applicable Laws. Subject to Applicable
Laws and all limitations and conditions in other provisions hereof, the Company
or its applicable Subsidiaries may amend, revise or merge any Company Benefit
Plan or transfer or merge the assets or liabilities of any Company Benefit Plan
with any other arrangement, plan or fund. No Company Benefit Plan nor any
related trust or other funding medium thereunder is subject to any pending
investigation, examination or other proceeding, action or claim initiated by any
Governmental Entity or by any other party (other than routine claims for
benefits) and there exists no state of facts which after notice or lapse of time
or both could reasonably be expected to give rise to any such investigation,
examination or other proceeding, action or claim or to affect the registration
of any Company Benefit Plan required to be registered. All contributions or
premiums required to be made by the Company or any of its Subsidiaries under the
terms of a Company Benefit Plan or by Applicable Laws have been
<PAGE>

                                      -18-


made in a timely fashion in accordance with Applicable Laws and the terms of the
Company Benefit Plan, and neither the Company nor any of its Subsidiaries has
and, as of the Effective Time, will have any Liability (other than Liabilities
accruing after the Effective Time) with respect to any of the Company Benefit
Plans. Contributions or premiums will be paid by the Company and its
Subsidiaries on an accrual basis for the period up to the Effective Time even
though not otherwise required to be made until a later date. No amendments have
been made to any Company Benefit Plan and no improvements to any Company Benefit
Plan have been promised, and except as required by Applicable Laws, no
amendments or improvements to any Company Benefit Plan will be made or promised
by the Company or any of its Subsidiaries before the Effective Time. No
statement, either written or oral, has been made by or on behalf of the Company
or its Subsidiaries that was not in accordance with the terms of the Company
Benefit Plans which would have a Material Adverse Effect. There have been no
withdrawals, applications or transfers of assets from any Company Benefit Plan
or the trusts or other funding media relating thereto in violation of Applicable
Laws or the terms of the Company Benefit Plans and neither the Company nor any
of its Subsidiaries or any agent thereof has been negligent, or in breach of any
fiduciary obligation, with respect to the administration of the Company Benefit
Plans or the trusts or other funding media relating thereto or engaged in any
transaction in violation of section 406(9) or (10) of ERISA with a resulting tax
penalty or other liability which has a Material Adverse Effect. Each Company
Benefit Plan is fully funded or fully insured on both an ongoing and solvency
basis. All employee data necessary to administer each Company Benefit Plan has
been provided to Parent and is true and correct. No insurance policy or other
contract or agreement affecting the Company Benefit Plans requires or permits a
retroactive increase in premiums or payments due thereunder. The level of
insurance reserves under each insured Company Benefit Plan is reasonable and
sufficient to provide for all incurred claims. No Company Benefit Plan provides
benefits to retired employees or to the beneficiaries or dependants of retired
employees. No Company Benefit Plan is a plan or arrangement to which more than
one employer that is not the Company nor any of its Subsidiaries is required or
permitted to contribute and no Company Benefit Plan is a multi-employer plan or
other plan, subject to Title IV of ERISA.

3.13.   Employment-Related Matters. Neither the Company nor any of its
Subsidiaries is a party to any collective bargaining agreement or other contract
or agreement with any labor organization or other representative of any of the
employees of the Company or any of its Subsidiaries nor are any of such
contracts or agreements pending or contemplated. There is no labor strike,
dispute, slowdown, work stoppage or lockout that is pending or to the knowledge
of the Company, threatened against or otherwise affecting the Company or any of
its Subsidiaries and neither the Company nor any of its Subsidiaries has
experienced the same. Except as set forth in section 3.13 of the Company
Disclosure Schedule neither the Company nor any of its Subsidiaries has closed
any plant or facility, effectuated any layoffs of employees or implemented any
early retirement or separation program at any time from or after December 31,
1999 nor has the Company or any of its Subsidiaries planned or announced any
such action or program for the future with respect to which the Company or any
of its Subsidiaries may have any liability. All salaries, wages, vacation pay,
bonuses, commissions and other compensation payable by the Company or any of its
Subsidiaries to their respective employees before the date hereof have been paid
or accrued in all material respects as of the date hereof. No Person has
asserted any claim or to the knowledge of the Company, has any reasonable basis
to assert any valid claim against the Company or any of its Subsidiaries that
either the continued employment by or association with the Company or any of its
Subsidiaries of any of the current officers or employees of or consultants to
the Company or any of its Subsidiaries contravenes any agreements or Applicable
Laws relating to unfair competition, trade secrets or proprietary information.
Closing will not result in the payment, vesting or acceleration of any benefit,
payment or amount under any of the Company Benefit Plans.

3.14.   Environmental

3.14.1. Environmental Laws. The Company and its Subsidiaries are in compliance
in all material respects with all applicable Environmental Laws. Neither the
Company nor any of its Subsidiaries has received any communication that alleges
that the Company or any of its Subsidiaries was or is not in compliance in all
respects with or has any liability under any applicable Environmental Law. To
the knowledge of the Company there are no circumstances that may prevent or
interfere with compliance in the future with all applicable Environmental Laws.

3.14.2. Environmental Claims. There is no Environmental Claim pending or to the
knowledge of the Company, threatened against or involving the Company or any of
its Subsidiaries or against any Person whose liability for any
<PAGE>

                                       -19-


Environmental Claim the Company or any of its Subsidiaries has or may have
retained or assumed either contractually or by operation of law that if existed,
would cause a Material Adverse Effect.

3.15.   Assets Other Than Real Property

3.15.1. Title. The Company and its Subsidiaries have good and marketable title
to all of the tangible assets shown on the Company Balance Sheet, in each case,
free and clear of any Encumbrances except; (a) assets disposed of since the date
of the Company Balance Sheet in the ordinary course of business and in a manner
consistent with past practice and not material in amount; (b) Encumbrances
reflected in the Company Balance Sheet or otherwise in the most recent
consolidated financial statements filed by the Company with the Commissions; (c)
Permitted Encumbrances; and (d) Encumbrances set forth in section 3.15 of the
Company Disclosure Schedule. None of such Encumbrances in sections (a) through
(d) individually or in the aggregate, would result in a Material Adverse Effect.

3.15.2. Condition. Except as set forth in section 3.15.2 of the Company
Disclosure Schedule, all receivables shown on the Company Balance Sheet and all
receivables accrued by the Company and its Subsidiaries since the date of the
Company Balance Sheet have been collected or are collectible in the aggregate
amount shown. All material plant, equipment and personal property owned by the
Company and its Subsidiaries and regularly used in their respective business are
in good operating condition and repair, ordinary wear and tear excepted.

3.16.   Real Property

3.16.1. Company Real Property. Neither the Company nor its Subsidiaries own any
real property.

3.16.2. Company Leases. Section 3.16.2 of the Company Disclosure Schedule lists
all of the Leases of the Company and its Subsidiaries. The Company has delivered
to Parent complete copies of the Leases and all material amendments thereto
(which are identified in section 3.16.2 of the Company Disclosure Schedule). The
Company Leases grant to the Company or its Subsidiaries leasehold estates free
and clear of all Encumbrances except Permitted Encumbrances. The Company Leases
are in full force and effect and are binding and enforceable against each of the
parties thereto in accordance with their respective terms. Neither the Company
nor any of its Subsidiaries nor to the knowledge of the Company, any other party
to a Company Lease is in material Violation of any Company Lease nor are there
any facts or circumstances that would reasonably indicate that the Company or
any of its Subsidiaries is likely to be in material Violation of any Company
Lease. Section 3.16.2 of the Company Disclosure Schedule correctly identifies
each Company Lease that requires the consent of any Person in connection with
the transactions contemplated hereby. No material construction, alteration or
other leasehold improvement work with respect to the real property covered by
any of the Company Leases remains to be paid for or to be performed by the
Company or any of its Subsidiaries.

3.16.3. Condition. All buildings, structures and fixtures or parts thereof used
by the Company or any of its Subsidiaries in the conduct of their respective
business are in good operating condition and repair, ordinary wear and tear
excepted and are insured with all coverages that are usual and customary for
similar properties and similar businesses and that pursuant to the terms of the
Company Leases, are required to be insured by third parties.

3.17.   Intellectual Property

3.17.1. Right to Intellectual Property. Except as set forth in section 3.17.1 of
the Company Disclosure Schedule, the Company and its Subsidiaries own or have
perpetual, fully paid, worldwide rights to use all patents, industrial designs,
trademarks, trade names, service marks, copyrights and any applications
therefor, maskworks, net lists, schematics, technology, websites, domain names,
inventions, know-how, trade secrets, algorithms, computer software programs or
applications (in both source code and object code form) and tangible or
intangible proprietary information or material that are used in the business of
the Company and its Subsidiaries (the "Company Proprietary Rights"), free and
clear of any and all Encumbrances. To the knowledge of the Company, there is no
reason why the Company and its Subsidiaries will not be able to continue to own
or have perpetual, fully paid, worldwide rights to use all Company Proprietary
Rights necessary for the lawful conduct of their respective business as
currently conducted and as currently proposed to be conducted without any
infringement or conflict with the rights of others. Except as set forth in
section 3.17.1 of the Company Disclosure Schedule all of the rights of the
<PAGE>

                                       -20-


Company and its Subsidiaries in and to the Company Proprietary Rights are freely
assignable in the name of the Company or one of its Subsidiaries including the
right to create derivatives and the Company and its Subsidiaries are under no
obligation to obtain any approval or consent for use of any of the Company
Proprietary Rights.

3.17.2. List of Company Proprietary Rights. Section 3.17.2 of the Company
Disclosure Schedule sets forth a complete list of the Company Proprietary Rights
specifying, where applicable, the jurisdictions in which each of the Company
Proprietary Rights has been issued or registered or in which an application for
such issuance or registration has been filed including the respective
registration or application numbers and the names of all registered owners and
inventors, as applicable. Except as set forth in section 3.17.2 of the Company
Disclosure Schedule, none of the products of the Company and its Subsidiaries as
currently marketed or supported have been registered for patent protection or
for copyright protection in any jurisdiction nor has the Company or any of its
Subsidiaries been requested to make any such registration.

3.17.3. Royalties. Except as set forth in section 3.17.3 of the Company
Disclosure Schedule neither the Company nor any of its Subsidiaries is obligated
to pay any royalties or other compensation to any Person in respect of its
ownership, use or license of any of their respective Company Proprietary Rights.

3.17.4. Licenses. Section 3.17.4 of the Company Disclosure Schedule sets forth a
complete list of all material licenses, sublicenses and other agreements to
which the Company or any of its Subsidiaries is a party and pursuant to which
the Company or any of its Subsidiaries is authorized to use any Company
Proprietary Right (excluding End-User Licenses). The Company Proprietary Rights
include all trademarks, trade names, service marks, trade secrets, websites and
domain names and software and all patent rights and industrial design rights
that are necessary for the Company and its Subsidiaries to satisfy and perform
such licenses, sublicenses and agreements. None of the Company, any of its
Subsidiaries and the other contracting parties thereto is in violation of any
license, sublicense or agreement included in such list except for violations
that do not materially impair the rights of the Company or its Subsidiaries
under such license, sublicense or agreement, except as would not have a Material
Adverse Effect. Such licenses, sublicenses and agreements are in full force and
effect and are binding and enforceable against each of the parties thereto in
accordance with their respective terms. The execution and delivery by the
Company of this Agreement and the other agreements contemplated hereby, the
performance by the Company of its obligations hereunder and thereunder and the
consummation by the Company of the transactions contemplated hereby and thereby
will not cause the Company or any of its Subsidiaries to be in violation or in
default under any material license, sublicense or agreement nor will entitle any
other party to any such license, sublicense or agreement to terminate or modify
such license, sublicense or agreement.

3.17.5. Status of Registrations. All of the Company Proprietary Rights set forth
in section 3.17.2 of the Company Disclosure Schedule as having been issued by,
registered with or filed with any patent or trademark office have been duly so
issued, registered or filed, as the case may be and have been properly
maintained and renewed in accordance with all Applicable Laws. The Company and
each of its Subsidiaries have diligently protected their respective Company
Proprietary Rights and have diligently maintained the confidentiality of their
trade secrets, know-how and other confidential Company Proprietary Rights. To
the knowledge of the Company there have been no acts or omissions by the Company
or any of its Subsidiaries the result of which has been or would be to
compromise the rights of the Company or any of its Subsidiaries to apply for or
enforce appropriate legal protection of the Company Proprietary Rights.

3.17.6. No Conflict. Except as set forth in section 3.17.6 of the Company
Disclosure Schedule, no claims with respect to the Company Proprietary Rights
are pending, have been asserted or to the knowledge of the Company are
threatened by any Person nor to the knowledge of the Company are there any valid
grounds for any bona fide claims; (a) to the effect that the development, sale,
licensing or use of any of the products of the Company and its Subsidiaries as
now developed, sold, licensed or used or as proposed for development, sale,
licensing or use by the Company and its Subsidiaries infringes on any patent,
industrial design, trademark, trade name, service mark, copyright, trade secret,
website or domain name or other proprietary right of any Person; (b) against the
use by the Company or any of its Subsidiaries of any patents, industrial
designs, trademarks, trade names, service marks, copyrights, website or domain
name and any applications therefor, maskworks, net lists, schematics,
technology, know-how, trade secrets, algorithms, computer software programs or
applications and tangible or intangible proprietary information or material used
in the business of the Company and its Subsidiaries as currently conducted
<PAGE>

                                       -21-


or as proposed to be conducted; or (c) challenging the ownership by the Company
or any of its subsidiaries of the validity of any registration for any
application relating to or the effectiveness of any of the Company Proprietary
Rights. To the knowledge of the Company there is no unauthorized use,
infringement or misappropriation of any of the Company Proprietary Rights by any
third Person including without limitation, any current or former employee of the
Company or any of its Subsidiaries. No Company Proprietary Right or product of
the Company or any of its Subsidiaries is subject to any outstanding decree,
order, judgment or stipulation restricting in any manner the use or licensing
thereof by the Company or any of its Subsidiaries.

3.17.7. Employee Agreements. To the knowledge of the Company, no employee,
officer or consultant of the Company or any of its Subsidiaries is in violation
of any term of any employment or consulting contract, proprietary information
and inventions agreement, non-competition agreement or any other contract or
agreement relating to the relationship of any such employee, officer or
consultant with the Company or any of its Subsidiaries.

3.18.   Agreements, Contracts and Commitments

3.18.1. Company Agreements. Except as set forth in section 3.18 of the Company
Disclosure Schedule or as may be contemplated pursuant to Acquisition
Transactions, neither the Company nor any of its Subsidiaries is a party to or
has:

        (a)     any pension, profit sharing, retirement, deferred compensation,
                welfare, legal services, medical, dental or other employee
                benefit or health insurance plans, life insurance or other death
                benefit plans, disability, stock option, stock purchase, stock
                compensation, bonus, vacation pay, severance pay or other
                similar plans, programs or agreements or material personnel
                policy which is not set forth in section 3.12 of the Company
                Disclosure Schedule (other than normal policies regarding
                holidays, vacations and salary continuation during short
                absences for illnesses or other reasons);

        (b)     any employment agreement which provides for a payment which, if
                paid pro rata on a monthly basis, would exceed $5,000 per month,
                or any employment agreement which is binding on the Company for
                a period in excess of one year, with any present employee,
                officer, director or consultant (or former employees, officers,
                directors or consultants to the extent there remain at the date
                hereof obligations to be performed by the Company or any of its
                Subsidiaries);

        (c)     any agreement for personal services or employment that upon
                termination requires any payments greater than those that would
                otherwise be imposed by Applicable Law;

        (d)     any agreement of guarantee or indemnification;

        (e)     any agreement or commitment containing a covenant limiting or
                purporting to limit the freedom of the Company or any of its
                Subsidiaries; (i) to compete with any Person in any geographic
                area; (ii) to engage in any line of business; or (iii) to hire
                or solicit any individual for employment or consulting services;

        (f)     any lease, other than the Leases, under which the Company or any
                of its Subsidiaries is a lessee or lessor that involves payments
                of $100,000 or more per annum or is material to the conduct of
                the business of the Company or any of its Subsidiaries;

        (g)     any joint venture or profit-sharing agreement;

        (h)     except for trade indebtedness incurred in the ordinary course of
                business and reflected on the Company Balance Sheet, any loan or
                credit agreements providing for the extension of credit to the
                Company or any instrument evidencing or related in any way to
                indebtedness incurred in the acquisition of companies or other
                entities or indebtedness for borrowed money by way of direct
                loan, sale of debt securities, purchase money obligation,
                conditional sale, lease, guarantee or otherwise that
                individually is in the amount of $100,000 or more;
<PAGE>

                                       -22-


        (i)     any agreement or arrangement with any third Person to develop
                any intellectual property or other asset expected to be used or
                currently used or useful in the business of the Company or any
                of its Subsidiaries;

        (j)     any agreement or arrangement for the Company or any of its
                Subsidiaries to develop any intellectual property or other asset
                for any third Person;

        (k)     any agreement or arrangement providing for the payment of any
                commission based on sales other than in the ordinary course of
                business and consistent with past practice;

        (l)     any agreement for the sale or license by or to the Company or
                any of its Subsidiaries of materials, products, services or
                supplies that involves future payments to the Company or any of
                its Subsidiaries of more than $100,000;

        (m)     any agreement for the purchase by the Company or any of its
                Subsidiaries of any materials, equipment, services or supplies
                that either; (i) involves a binding commitment by the Company or
                such Subsidiary to make future payments in excess of $100,000
                and cannot be terminated by the Company or such Subsidiary
                without penalty upon less than three months' notice; or (ii) was
                not entered into in the ordinary course of business;

        (n)     any agreement or commitment for the acquisition, construction or
                sale of fixed assets owned or to be owned by the Company or any
                of its Subsidiaries that involves future payments by it of more
                than $100,000;

        (o)     any agreement or commitment to which present or former directors
                or officers (or members of their immediate families) or
                Affiliates (or directors or officers of an Affiliate) are also
                parties;

        (p)     any agreement not described above (ignoring solely for this
                purpose any dollar amount thresholds in those descriptions)
                involving the payment or receipt by the Company or any of its
                Subsidiaries of more than $100,000, other than the Leases; or

        (q)     any agreement not described above that was not made in the
                ordinary course of business and that is material to the
                financial condition, business, operations, assets, results of
                operations or prospects of the Company and its Subsidiaries
                taken as a whole.

Notwithstanding the foregoing, the Parties agree that between the date hereof
and the Effective Time, the Company and its Subsidiaries may enter into the
Acquisition Transactions in the ordinary course of business, which may be the
subject matter of agreements, contracts and letters of intent and which would
involve the execution and delivery of Company Agreements which should form a
part of the Company Disclosure Schedule. In such event, the Company shall not be
required to procure the consent of Parent prior to the execution and delivery
thereof; however, the Company shall provide prior written notice thereof to
Parent or its legal counsel and, on or before both the effectiveness of the
Registration Statement and the Effective Time, the Company shall provide to
Parent updates of section 3.18 of the Company Disclosure Schedule.

3.18.2. Validity, Violation and Consent. The contracts, including those listed
in section 3.18 of the Company Disclosure Schedule are valid and in full force
and effect. Neither the Company nor any of its Subsidiaries is in Violation of
any term, condition or provision of any Contract to which the Company or any of
its Subsidiaries is a party or by which it, any of its Subsidiaries or any of
their respective material assets or properties is bound or which is applicable
to it, any of its Subsidiaries or any of their respective material assets or
properties except for such Violations which, individually or in the aggregate,
would not result in a Material Adverse Effect. Section 3.18.2 of the Company
Disclosure Schedule identifies each Contract that requires the consent of a
third Person in connection with the transactions contemplated hereby.

3.19.   Insurance Contracts. Section 3.19 of the Company Disclosure Schedule
lists all material contracts of insurance and indemnity (other than those
identified as such in other sections of the Company Disclosure Schedule)
<PAGE>

                                       -23-


in force at the date hereof with respect to the Company and its Subsidiaries.
Such contracts of insurance and indemnity and those identified as such in other
sections of the Company Disclosure Schedule (collectively, the "Company
Insurance Contracts") insure against such risks and are in such amounts as are
reasonable and appropriate considering the Company and its Subsidiaries and
their respective property, business and operations. Except as set forth in
section 3.19 of the Company Disclosure Schedule, all of the Company Insurance
Contracts are in full force and effect with no default thereunder by the Company
or any of its Subsidiaries which could permit the insurer to deny payment of
claims thereunder. The execution and delivery by the Company of this Agreement
and the other agreements contemplated hereby, the performance by the Company of
its obligations hereunder and thereunder and the consummation by the Company of
the other transactions contemplated hereby and thereby will not cause the
Company or any of its Subsidiaries to be in Violation of any Company Insurance
Contracts nor entitle any other party thereto to terminate or modify a Company
Insurance Contract. Neither the Company nor any of its Subsidiaries has received
notice from any of their respective insurance carriers that any insurance
premiums will be materially increased in the future or that any insurance
coverage provided under the Company Insurance Contracts will not be available in
the future on substantially the same terms as now in effect. Neither the Company
nor any of its Subsidiaries has received nor has given a notice of cancellation
with respect to any of the Company Insurance Contracts.

3.20.   Banking Relationships. Section 3.20 of the Company Disclosure Schedule
sets forth the names and locations of all banks and trust companies in which the
Company or any of its Subsidiaries has accounts, lines of credit or safety
deposit boxes.

3.21.   Suppliers, Distributors and Customers. The relationships of the Company
and its Subsidiaries with their respective suppliers, distributors and customers
are satisfactory commercial working relationships. Except as set forth in
section 3.21 of the Company Disclosure Schedule since the date of the Company
Balance Sheet no material supplier, distributor or customer of the Company or
any of its Subsidiaries has cancelled or otherwise adversely modified its
relationship with the Company or any of its Subsidiaries and to the knowledge of
the Company no supplier, distributor or customer of the Company or any of its
Subsidiaries has any intention to do so and to the knowledge of the Company none
of the execution and delivery by the Company of this Agreement and the other
agreements contemplated hereby, the performance by the Company of its
obligations hereunder and thereunder and the consummation by the Company of the
Arrangement and the other transactions contemplated hereby and thereby will
materially adversely affect any such relationship.

3.22.   Products. Each product sold, leased, licensed or delivered by the
Company or any of its Subsidiaries has been in material conformity with all
applicable contractual commitments.

3.23.   Investment Canada. The Company and its Subsidiaries do not carry on the
business of the publication, distribution or sale of books, magazines or
periodicals in print or machine readable form other than as provided in section
3.23 of the Company Disclosure Schedule.

3.24.   Director Approval. The Board of Directors of the Company has; (a)
determined unanimously that the Arrangement is fair to the holders of Company
Common Shares and is in the best interests of the Company; and (b) determined to
recommend that the holders of Company Common Shares vote in favour of the
Arrangement.

3.25.   No Broker's or Finder's Fees. Except for Wellington West Capital Inc.,
none of the Company, any of its Subsidiaries and their respective directors,
officers, employees and agents has employed any broker, finder, financial
advisor or intermediary or has paid or incurred any liability for any fee or
commission to any broker, finder, financial advisor or intermediary in
connection with this Agreement, the Arrangement or any other transaction
contemplated hereby. The Company has made available to Parent a complete and
correct copy of any engagement letter or other agreement or arrangement between
Wellington West Capital Inc. on the one hand and the Company on the other hand.

3.26.   Full Disclosure. This Agreement does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements contained herein and therein not false or misleading. To the
knowledge of the Company there is no fact existing on the date hereof that the
Company has not disclosed to Parent in writing that could result in a Material
Adverse Effect.
<PAGE>

                                       -24-


                                    ARTICLE 4
           REPRESENTATIONS AND WARRANTIES OF PARENT AND AVIATION SUBCO

Parent and Aviation Subco jointly and severally represent and warrant to the
Company that the statements in this Article 4 are true and correct except as set
forth in the disclosure schedule delivered by Parent to the Company on the date
hereof (the "Parent Disclosure Schedule"). The Parent Disclosure Schedule shall
be arranged in sections and paragraphs corresponding to the numbered and
lettered sections and paragraphs in this Article 4. The disclosure in any
section or paragraph of Parent Disclosure Schedule shall qualify other sections
and paragraphs in this Article 4 only to the extent that it is reasonably
apparent from a reading of such disclosure that it also qualifies or applies to
such other sections or paragraphs.

4.1.    Corporate Status of the Company and its Subsidiaries. Each of Parent and
its Subsidiaries is a corporation duly organized, validly existing and in good
standing under the Laws of its jurisdiction of incorporation with the requisite
corporate power and authority to carry on its business as currently being
conducted and to own, lease and operate the properties currently owned, leased
and operated by it. Each of Parent and its Subsidiaries is duly qualified or
licensed to do business and is in good standing as a foreign corporation
authorized to do business in all jurisdictions in which the character of the
properties owned or held under lease by it or the nature of the business
transacted by it makes such qualification or licensing necessary, except in
jurisdictions in which the failure to be so qualified or licensed would not
result in a Material Adverse Effect. Section 4.1 of the Parent Disclosure
Schedule sets forth a complete list of Parent's Subsidiaries, their
jurisdictions of incorporation and a complete list of each jurisdiction in which
each of Parent and its Subsidiaries is duly qualified and in good standing to do
business.

4.2.    Articles of Incorporation, By-Laws, Directors and Officers. Parent has
delivered to the Company true and complete copies of the Articles of
Incorporation and By-laws of Parent, including all amendments thereto, as in
effect on the date hereof. Each of the minute books of Parent and its
Subsidiaries made available to the Company and/or its agents contains accurate
records of all meetings and consents in lieu of meetings of the Board of
Directors (or similar governing body) of Parent or its Subsidiaries, as the case
may be (and any committees thereof) and of its securityholders (or other equity
holders having rights to vote or consent) since the date of incorporation and
such records accurately reflect all transactions referred to in such minutes and
consents. Section 4.2 of the Parent Disclosure Schedule sets forth a list of the
directors and officers of Parent and its Subsidiaries and the respective offices
held by them.

4.3.    Authority for Agreement; Noncontravention

4.3.1. Authority. Parent has all requisite corporate power and authority to
enter into this Agreement and the other agreements contemplated hereby to be
executed by it and subject to approval of Parent's shareholders as provided in
this Agreement, to consummate the Arrangement and the other transactions
contemplated hereby and to execute and deliver the other agreements contemplated
hereby. The execution and delivery by Parent of this Agreement and such other
agreements and the consummation by Parent of the Arrangement and the other
transactions contemplated hereby and thereby have been duly and validly
authorized by the Board of Directors of Parent. Except for the approval of
Parent's shareholders as provided in this Agreement and as provided in section
4.3.1 of the Parent Disclosure Schedule, no other corporate proceedings on the
part of Parent are necessary to authorize the execution and delivery by Parent
of this Agreement and such other agreements and the consummation by Parent of
the Arrangement and the other transactions contemplated hereby and thereby. This
Agreement has been duly executed and delivered by Parent and constitutes a valid
and binding obligation of Parent, enforceable against Parent in accordance with
its terms, subject to the qualifications that; (a) enforcement of the rights and
remedies created hereby are subject to Bankruptcy Laws; and (b) the consummation
of the Arrangement is subject to the approval of Parent's shareholders and other
securityholders as provided in section 4.3.1 of the Parent Disclosure Schedule.
On or before the Effective Time, the other agreements contemplated hereby to be
executed and delivered by Parent on or before the Effective Time will have been
executed and delivered by Parent and, upon such execution and delivery will
constitute valid and binding obligations of Parent, enforceable against Parent
in accordance with their respective terms, subject to the qualifications that:
(a) enforcement of the rights and remedies created thereby will be subject to
<PAGE>

                                      -25-

Bankruptcy Laws; and (b) the consummation of the Arrangement is subject to the
approval of Parent's stockholders and securityholders as provided in section
4.3.1 of the Parent Disclosure Schedule.

4.3.2. No Conflict. None of the execution and delivery by Parent of this
Agreement, the Arrangement and the other agreements contemplated hereby, the
performance by Parent of its obligations hereunder and thereunder and the
consummation by Parent of the transactions contemplated hereby and thereby will
cause a Violation of any term, condition or provision of the Articles of
Incorporation or By-Laws of Parent or any of its Subsidiaries or any contract,
judgement, decree or order to which Parent or any of its Subsidiaries is a party
or by which it, any of its Subsidiaries or any of their respective material
assets or properties is bound or to the knowledge of Parent, any Applicable
Laws, other than such Violations which individually or in the aggregate would
not result in a Material Adverse Effect.

4.4. Governmental Consents. No Consent is required to be obtained by Parent or
any of its Subsidiaries in connection with the execution and delivery by Parent
of this Agreement or the other agreements contemplated hereby, the performance
by Parent of its obligations hereunder and thereunder and the other transactions
contemplated hereby or thereby except: (a) the filing with and approval of the
Commissions; (b) the filing with and approval of the SEC of such registration
statements, reports and information under the Securities Act and the Exchange
Act and the rules and regulations promulgated by the SEC thereunder as may be
required in connection with this Agreement and the transactions contemplated
hereby; (c) the filing of a Certificate of Designation creating the Special
Voting Share; (d) such filings, authorizations, orders and approvals as may be
required under state or state "control share acquisition", "anti-takeover" or
other similar statutes and any other approvals required under applicable federal
or state securities Laws and the rules of Nasdaq; (e) such filings and notices
as may be necessary under the HSR Act and the early termination or expiration of
the required waiting period; and (f) where the failure to obtain or make such
Consents would not prevent or delay the consummation of the Arrangement or the
other transactions contemplated hereby or otherwise prevent Parent from
performing its obligations under this Agreement, the Arrangement or the other
agreements contemplated hereby and would not result in a Material Adverse
Effect.

4.5.  Capitalization

4.5.1. Authorized Share Capital of Parent. The authorized and issued share
capital of Parent is as set forth in section 4.5.1 of the Parent Disclosure
Schedule. All of the issued Parent Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. None of the issued Parent
Common Stock was issued in violation of the terms of any agreement or other
understanding binding upon Parent. All of the issued Parent Common Stock were
issued in compliance with all applicable charter documents of Parent and all
Applicable Laws. There are and have been no preemptive rights with respect to
the issuance of Parent Common Shares.

4.5.2. Options and Convertible Securities of Parent. Section 4.5.2 of the Parent
Disclosure Schedule sets forth a complete list of: (a) each stock option plan,
stock purchase plan and each other plan, arrangement or agreement under which
Parent or any of its Subsidiaries has reserved shares or any securities or
obligations convertible into or exercisable or exchangeable for any shares, to
any employee, director, consultant, service provider or other Person
(collectively, the "Parent Plans"); and (b) the number of shares, securities or
obligations reserved for issuance under such plan, arrangement or agreement. All
such plans, arrangements and agreements are in compliance with all Applicable
Laws. Except as set forth in section 4.5.2 of the Parent Disclosure Schedule,
there are no outstanding subscriptions, options, warrants or conversion rights
or other rights, securities, agreements, calls or commitments (contingent or
otherwise) that obligate Parent to issue, sell, deliver or otherwise dispose of
shares or any securities or obligations convertible into or exercisable or
exchangeable for any shares. None of the execution and delivery by Parent of
this Agreement and the other agreements contemplated hereby, the performance by
Parent of its obligations hereunder and thereunder and the consummation by
Parent of the other transactions contemplated hereby and thereby and any other
event that occurred on or prior to the date hereof will accelerate the vesting
under any item set forth in section 4.5.2 of the Parent Disclosure Schedule.
There are no voting trusts or other agreements or understandings to which Parent
or to the knowledge of Parent, any securityholder of Parent is a party with
respect to the voting of the Parent Common Stock. Except as set forth in section
4.5.2 of the Parent Disclosure Schedule, Parent is not a party to or bound by
any outstanding restrictions, puts, options or other obligations, agreements or
commitments to repurchase, redeem or otherwise acquire any outstanding Parent
Common Stock or other equity securities of Parent.
<PAGE>

                                      -26-

4.5.3. Subsidiaries. Section 4.5.3 of the Parent Disclosure Schedule sets forth
the authorized and issued shares of each of Parent's Subsidiaries. All of the
issued shares of each of Parent's Subsidiaries have been duly authorized and
validly issued and are fully paid and nonassessable. None of the issued
securities of any of Parent's Subsidiaries was issued in violation of the terms
of any agreement or other understanding binding upon the issuing Subsidiary, and
all of such issued securities were issued in compliance with all applicable
charter documents of the issuing Subsidiary and all Applicable Laws. There are
no outstanding subscriptions, options, warrants or conversion rights or other
rights, securities, agreements, calls or commitments (contingent or otherwise)
that obligate any of Parent's Subsidiaries to issue, sell, deliver or otherwise
dispose of shares or any securities or obligations convertible into or
exercisable or exchangeable for any shares. There are and have been no
preemptive rights with respect to the issuance of securities of any of Parent's
Subsidiaries. Parent owns beneficially and of record all of the outstanding
securities of each of its Subsidiaries, free and clear of all Encumbrances save
and except as set forth in section 4.5.3 of the Parent Disclosure Schedule.
Other than Parent's Subsidiaries, Parent does not own, directly or indirectly,
any shares or other equity interests or securities in any Person.

4.6. Securities Reports; Financial Statements. Parent has filed all forms,
reports and documents with the SEC and Nasdaq (including prospectuses, offering
memoranda and filing statements) required to be filed by it pursuant to
Applicable Laws (collectively, the "Parent Securities Reports"). Parent has
delivered or made available to the Company true and complete copies of; (a) its
Annual Reports on Form 10-K for the fiscal years ended June 30, 1998 and 1999;
(b) all proxy statements relating to Parent's meetings of stockholders (whether
annual or special) held since June 30, 1999; (c) all other Forms 10-K and 10-Q
filed by Parent with the SEC since June 30, 1999; and (d) all amendments and
supplements to all such forms, reports and documents filed by Parent with the
SEC. As of their respective dates, the Parent Securities Reports complied in all
material respects with Applicable Laws and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading. The financial
statements (including any related notes) of Parent included in the Parent
Securities Reports complied in all material respects with applicable accounting
requirements and with Applicable Laws, were prepared in conformity with United
States generally accepted accounting principles applied on a consistent basis
(except as otherwise stated in the financial statements) and present fairly the
consolidated financial position, results of operations, shareholders' equity,
liabilities (contingent or otherwise) and cash flows, as the case may be, of
Parent and its consolidated Subsidiaries as of the dates and for the periods
indicated, subject, in the case of unaudited interim financial statements to;
(i) the absence of certain notes thereto; and (ii) normal year-end audit
adjustments. The information to be contained in the Information Circular
(including any information referred to therein or incorporated therein by
reference) relating to Parent will be accurate and complete in all material
respects as of the date thereof and will not contain a misrepresentation (as
defined in the Securities Act (Ontario)) as of such date.

4.7.  Absence of Material Adverse Changes and Undisclosed Liabilities

4.7.1. Changes. Since the date of the most recent consolidated balance sheet
filed by Parent with the SEC (the "Parent Balance Sheet"), Parent has not
experienced a Material Adverse Effect. Without limiting the generality of the
foregoing, except as set forth in section 4.7.1 of the Parent Disclosure
Schedule, since the date of the Parent Balance Sheet neither Parent nor any of
its Subsidiaries has:

      (a)   sold, leased, transferred or assigned any of its assets, tangible or
            intangible, other than in the ordinary course of business;

      (b)   accelerated, terminated, modified or canceled any contract, lease,
            sublease, license or sublicense (or series of related contracts,
            leases, subleases, licenses and sublicenses) involving more than
            $50,000;

      (c)   cancelled, compromised, waived or released any right or claim (or
            series of related rights and claims) either involving more than
            $50,000 or outside the ordinary course of business;

      (d)   experienced material damage, destruction or loss (whether or not
            covered by insurance) to its material property (other than ordinary
            wear and tear not caused by neglect);
<PAGE>

                                      -27-

      (e)   created or suffered to exist any Encumbrance (other than Permitted
            Encumbrances) upon any of the assets, tangible or intangible, of
            Parent or any Subsidiary;

      (f)   issued, sold, delivered or otherwise disposed of any shares or any
            securities or obligations convertible into or exercisable or
            exchangeable for any shares of Parent or any of its Subsidiaries or
            undergone any reorganization, recapitalization, reclassification,
            stock split or reverse stock split;

      (g)   accelerated, amended, repriced or changed the period of
            exercisability of any outstanding security or authorized cash
            payments in exchange for any options granted under any of the Parent
            Plans;

      (h)   declared, set aside or paid any dividend or distribution with
            respect to its shares (whether in cash or in kind) or directly or
            indirectly redeemed, purchased or otherwise acquired any of its
            shares;

      (i)   entered into financial arrangements for the benefit of any director,
            officer or securityholder of Parent other than in connection with
            such Person's employment by Parent in the ordinary course of its
            business and consistent with past practice;

      (j)   made or committed to make any capital expenditures or entered into
            any other material transaction outside the ordinary course of
            business or involving an expenditure in excess of $50,000;

      (k)   amended or modified in any respect any employment contract or
            arrangement or any profit sharing, bonus, incentive compensation,
            severance, employee benefit or multi-employer plans except to comply
            with Applicable Laws;

      (l)   entered into any employment agreement or collective bargaining
            agreement or increased the compensation of any of its employees
            other than in the ordinary course of its business and consistent
            with past practice; or

      (m)   committed (orally or in writing) to do any of the foregoing.

4.7.2. Liabilities. Except for liabilities and obligations set forth in; (i) the
Parent Securities Reports; or (ii) section 4.7.2 of the Parent Disclosure
Schedule; or for liabilities and obligations specifically contemplated to be
incurred in connection with this Agreement or the Global Merger, neither Parent
nor any of its Subsidiaries has any Liabilities required by United States
generally accepted accounting principles to be set forth on a consolidated
balance sheet of Parent or in the notes thereto and which, individually or in
the aggregate, could be reasonably expected to have a Material Adverse Effect.

4.8. Litigation and Audits. Except as set forth in section 4.8 of the Parent
Disclosure Schedule, there is no investigation or inquiry by any Governmental
Entity with respect to Parent or any of its Subsidiaries pending or to the
knowledge of Parent threatened, nor has any Governmental Entity indicated to
Parent or any of its Subsidiaries an intention to conduct the same. Except as
set forth in section 4.8 of the Parent Disclosure Schedule, there is no claim,
action, suit, arbitration or proceeding pending or to the knowledge of Parent,
threatened against or involving Parent, any of its Subsidiaries or any of their
respective assets or properties, at law or in equity or before any arbitrator or
Governmental Entity, which if determined adversely to Parent or any Subsidiary
could result in a Material Adverse Effect. There are no judgments, decrees,
injunctions, orders or rulings of any Governmental Entity or arbitrator
outstanding against Parent or any of its Subsidiaries, which if existed, would
result in a Material Adverse Effect.

4.9. Compliance with Applicable Law, Articles of Incorporation and By-Laws. Each
of Parent and its Subsidiaries has all requisite Permits necessary to carry on
its respective business as currently being conducted and to own, lease and
operate the respective properties currently owned, leased and operated by it in
the manner currently owned, leased and operated, except where the failure to
have such Permits would not result in a Material Adverse Effect. There are no
proceedings pending or to the knowledge of Parent threatened, which might result
in
<PAGE>

                                      -28-

the revocation, cancellation, suspension or adverse modification of any such
Permit. The business of Parent and its Subsidiaries has not been conducted in
Violation of Applicable Laws, except for Violations which individually or in the
aggregate would not result in a Material Adverse Effect. Neither Parent nor any
of its Subsidiaries is in Violation of nor has any event occurred that has
resulted or will result in any Violation of any term, condition or provision of
the Articles of Incorporation or By-Laws of Parent and its Subsidiaries.

4.10. Books and Records; Accounting Matters. The books, records and accounts of
Parent and its Subsidiaries: (a) have been maintained in accordance with good
business practices; (b) are stated in reasonable detail and accurately and
fairly reflect in all material respects the transactions and dispositions of the
respective assets of Parent and its Subsidiaries; and (c) accurately and fairly
reflect in all material respects the basis for the Parent Balance Sheet. Parent
has devised and maintains a system of internal accounting controls sufficient to
provide reasonable assurances that: (i) transactions are executed in accordance
with management's general or specific authorizations; (ii) transactions are
recorded as necessary: (a) to permit preparation of accurate financial
statements in conformity with United States generally accepted accounting
principles or any other criteria applicable to such statements; and (b) to
maintain accountability for assets. There has been no change in Parent's
accounting policies or the methods of making accounting estimates or changes in
estimates that are material to Parent's financial statements except as described
in the notes thereto.

4.11.  Tax Matters

4.11.1. Filing of Returns. Each of Parent and its Subsidiaries has prepared and
timely filed with all appropriate Governmental Entities all Tax Returns that it
was required to file. All such Tax Returns were correct and complete in all
material respects. Neither Parent nor any of its Subsidiaries currently is the
beneficiary of any extension of time within which to file any Tax Return other
than extensions for which Parent or any of its Subsidiaries has filed a request
which request has resulted in the automatic granting of such extension. No
Governmental Entity in any jurisdiction in which Parent and any of its
Subsidiaries does not file Tax Returns has ever claimed that Parent or any of
its Subsidiaries is or may be subject to taxation by that jurisdiction.

4.11.2. Payment of Taxes. All Taxes payable or owed by Parent and its
Subsidiaries (whether or not shown on any Tax Return) have been paid when due,
and all Taxes due on or before the Effective Time will be paid when due. In the
case of Taxes accruing on or before the date hereof that are not due on or
before the date hereof, Parent has made adequate provision in its books and
records and financial statements for such payment. There are no security
interests on any assets of Parent or any of its Subsidiaries that arose in
connection with any failure (or alleged failure) to pay any Tax.

4.11.3. Withholding. Each of Parent and its Subsidiaries has withheld from
payments made to each of its current or former employees, officers, directors,
shareholders, independent contractors, creditors, non-residents and other
Persons all amounts required by Applicable Laws to be withheld and, where
required, has remitted such amounts within the applicable periods to the
appropriate Governmental Entity.

4.11.4. Assessments. Neither Parent nor any of its Subsidiaries expects any
authority to assess any additional Taxes in excess of tax reserves provided for
in Parent's financial statements against Parent or any of its Subsidiaries for
any period for which Tax Returns have been filed. No Tax Return of Parent or any
of its Subsidiaries has been audited or currently is the subject of audit. No
Governmental Authority has raised any dispute or claim concerning any Tax
liability of Parent or any of its Subsidiaries. Neither Parent nor any of its
Subsidiaries has waived any statute of limitations with respect to Taxes or has
agreed to any extension of time with respect to a Tax assessment or deficiency.

4.11.5. Access to Returns. Parent has provided the Company with a copy of or
access to all United States and other state and local income and capital Tax
returns filed by Parent and its Subsidiaries after June 30, 1999. Parent has
provided the Company with a copy of or access to all assessments, extensions and
waivers resulting from any examinations or audits of Parent or any of its
Subsidiaries by a Governmental Entity in respect of Taxes, and all such
assessments and related penalties and interest have been paid in full unless
being contested in good faith by Parent or any of its Subsidiaries and described
in section 4.11 of the Parent Disclosure Schedule.
<PAGE>

                                      -29-

4.12.  Employee Benefit Plans

4.12.1. List of Plans. Section 4.12 of the Parent Disclosure Schedule sets forth
a complete list of all Parent Benefit Plans. Parent has delivered to the
Company: (a) accurate and complete copies of all Parent Benefit Plan documents
and all other material documents relating thereto, including (if applicable) all
summary plan descriptions, summary annual reports and insurance contracts; (b)
accurate and complete detailed summaries of all unwritten Parent Benefit Plans;
(c) accurate and complete copies of the most recent financial statements and
actuarial reports with respect to all Parent Benefit Plans for which financial
statements or actuarial reports are required or have been prepared; (d) accurate
and complete copies of all information returns and annual reports for all Parent
Benefit Plans (for which information returns or annual reports are required or
have been prepared) prepared within the last three years; (e) all material
professional opinions relating to Parent Benefit Plans; and (f) accurate and
complete copies of material correspondence with all regulatory authorities.

4.12.2. Claims. There are no pending or to the knowledge of Parent threatened
claims by or on behalf of any Parent Benefit Plans or by or on behalf of any
individual participants or beneficiaries of any Parent Benefit Plans alleging
any breach of fiduciary duty on the part of Parent or any of its Subsidiaries or
any of their respective officers, directors, employees or agents under any
Applicable Laws or claiming benefit payments (other than those made in the
ordinary operation of such Parent Benefit Plans) nor is there to the knowledge
of Parent any basis therefor, that if existed, would cause a Material Adverse
Effect.

4.12.3. Contributions. The Parent and each of its Subsidiaries has in a timely
manner made all required contributions under the Parent Benefit Plans.

4.12.4. Parent Benefit Plans. All of the Parent Benefit Plans in which employees
of Parent and each of its Subsidiaries participate or are eligible to
participate are and have been established, registered, qualified, invested and
administered in all respects in accordance with all laws, regulations, orders or
other legislative, administrative or judicial promulgations applicable to the
Parent Benefit Plans. With respect to Parent Benefit Plans having special tax
status, no fact or circumstance exists that could adversely affect the intended
Tax status of such Parent Benefit Plan. All obligations regarding the Parent
Benefit Plans have been satisfied and there are no actions, outstanding defaults
or violations by any party to any Parent Benefit Plan that could subject Parent
or any of its Subsidiaries to any material penalty or Tax and no Tax, penalty or
fee is owing or eligible under or in respect of any Parent Benefit Plan. Neither
Parent nor its applicable Subsidiary, subject to the limitations or conditions
set forth in the other provisions hereof, may unilaterally amend, modify, vary,
revoke or terminate, in whole or in part, any Parent Benefit Plan maintained by
it or may take contribution holidays under or withdraw surplus from such Parent
Benefit Plans, subject only to approvals required by Applicable Laws. Subject to
Applicable Laws and all limitations and conditions in other provisions hereof,
Parent or its applicable Subsidiaries may amend, revise or merge any Parent
Benefit Plan or transfer or merge the assets or liabilities of any Parent
Benefit Plan with any other arrangement, plan or fund. No Parent Benefit Plan
nor any related trust or other funding medium thereunder is subject to any
pending investigation, examination or other proceeding, action or claim
initiated by any Governmental Entity or by any other party (other than routine
claims for benefits) and there exists no state of facts which after notice or
lapse of time or both could reasonably be expected to give rise to any such
investigation, examination or other proceeding, action or claim or to affect the
registration of any Parent Benefit Plan required to be registered. All
contributions or premiums required to be made by Parent or any of its
Subsidiaries under the terms of a Parent Benefit Plan or by Applicable Laws have
been made in a timely fashion in accordance with Applicable Law and the terms of
the Parent Benefit Plan and neither Parent nor any of its Subsidiaries has and
as of the Effective Time will not have any Liability (other than Liabilities
accruing after the Effective Time) with respect to any of the Parent Benefit
Plans. Contributions or premiums will be paid by Parent and its Subsidiaries on
an accrual basis for the period up to the Effective Time even though not
otherwise required to be made until a later date. No amendments have been made
to any Parent Benefit Plan and no improvements to any Parent Benefit Plan have
been promised and except as required by Applicable Laws, no amendments or
improvements to any Parent Benefit Plan will be made or promised by Parent or
any of its Subsidiaries before the Effective Time. No statement, either written
or oral, has been made by or on behalf of Parent or its Subsidiaries that was
not in accordance with the terms of the Parent Benefit Plan which would have a
Material Adverse Effect. There have been no withdrawals, applications or
transfers of assets from any Parent Benefit Plan or the trusts or other funding
media relating thereto in violation of Applicable Laws or the terms of the
Parent Benefit Plans which would have a Material Adverse Effect and neither
Parent nor any of its
<PAGE>

                                      -30-

Subsidiaries or any agent thereof has been negligent or in breach of any
fiduciary obligation with respect to the administration of the Parent Benefit
Plans or the trusts or other funding media relating thereto or engaged in any
transaction in violation of section 406(9) or (10) of ERISA with a resulting tax
penalty or other liability which has a Material Adverse Effect. Each Parent
Benefit Plan is fully funded or fully insured on both an ongoing and solvency
basis. No Parent Benefit Plan enjoys any special tax status under Applicable
Laws nor have any advance tax rulings or interpretations been sought or received
in respect of the Parent Benefit Plans. All employee data necessary to
administer each Parent Benefit Plan has been provided to the Company and is true
and correct. No insurance policy or other contract or agreement affecting the
Parent Benefit Plans requires or permits a retroactive increase in premiums or
payments due thereunder. The level of insurance reserves under each insured
Parent Benefit Plan is reasonable and sufficient to provide for all incurred
claims. No Parent Benefit Plan provides benefits to retired employees or to the
beneficiaries or dependants of retired employees. No Parent Benefit Plan is a
plan or arrangement to which more than one employer that is not Parent nor any
of its Subsidiaries is required or permitted to contribute and no Parent Benefit
Plan is a multi-employer plan or other plan, subject to Title IV of ERISA.

4.13. Employment-Related Matters. Neither Parent nor any of its Subsidiaries is
a party to any collective bargaining agreement or other contract or agreement
with any labor organization or other representative of any of the employees of
Parent or any of its Subsidiaries nor are any of such contracts or agreements
pending or contemplated. There is no labor strike, dispute, slowdown, work
stoppage or lockout that is pending or to the knowledge of Parent, threatened
against or otherwise affecting Parent and neither Parent nor any of its
Subsidiaries has ever experienced same. Except as set forth in section 4.13 of
the Parent Disclosure Schedule neither Parent nor any of its Subsidiaries has
closed any plant or facility, effectuated any layoffs of employees or
implemented any early retirement or separation program at any time from or after
February 11, 2000 nor has Parent or any of its Subsidiaries planned or announced
any such action or program for the future with respect to which Parent or any of
its Subsidiaries may have any liability. All salaries, wages, vacation pay,
bonuses, commissions and other compensation payable by Parent or any of its
Subsidiaries to their respective employees before the date hereof have been paid
or accrued in all material respects as of the date hereof. No Person has
asserted any claim or to the knowledge of Parent has any reasonable basis to
assert any valid claim against Parent or any of its Subsidiaries that either the
continued employment by or association with Parent or any of its Subsidiaries of
any of the current officers or employees of or consultants to Parent or any of
its Subsidiaries contravenes any agreements or Applicable Laws relating to
unfair competition, trade secrets or proprietary information. Closing will not
result in the payment, vesting, or acceleration of any benefit, payment or
amount under any of the Parent Benefit Plans.

4.14.  Environmental

4.14.1. Environmental Laws. Parent and its Subsidiaries are in compliance in all
material respects with all applicable Environmental Laws. Neither Parent nor any
of its Subsidiaries has received any communication that alleges that Parent or
any of its Subsidiaries was or is not in compliance in all respects with or has
any liability under any applicable Environmental Law. To the knowledge of
Parent, there are no circumstances that may prevent or interfere with compliance
in the future with all applicable Environmental Laws.

4.14.2. Environmental Claims. There is no Environmental Claim pending or to the
knowledge of Parent threatened against or involving Parent or any of its
Subsidiaries or against any Person whose liability for any Environmental Claim
Parent or any of its Subsidiaries has or may have retained or assumed either
contractually or by operation of law that, if existed, would cause a Material
Adverse Effect.

4.15.  Assets Other Than Real Property

4.15.1. Title. Parent and its Subsidiaries have good and defensible title to all
of the tangible assets shown on the Parent Balance Sheet, in each case, free and
clear of any Encumbrances except; (a) assets disposed of since the date of the
Parent Balance Sheet in the ordinary course of business and in a manner
consistent with past practice and not material in amount; (b) Encumbrances
reflected in the Parent Balance Sheet or otherwise in the most recent
consolidated financial statements filed by Parent with the SEC; (c) Permitted
Encumbrances; and (d) Encumbrances set forth in section 4.15 of the Parent
Disclosure Schedule.
<PAGE>

                                      -31-

4.15.2. Condition. Except as set forth in section 4.15.2 of the Parent
Disclosure Schedule, all receivables shown on the Parent Balance Sheet and all
receivables accrued by Parent and its Subsidiaries since the date of the Parent
Balance Sheet have been collected or are collectible in the aggregate amount
shown. All material plant, equipment and personal property owned by Parent and
its Subsidiaries and regularly used in their respective business are in good
operating condition and repair, ordinary wear and tear excepted.

4.16.  Real Property

4.16.1.  Company Real Property.  Except as set forth on section 4.16.1 of the
Parent Disclosure Schedule, neither Parent nor its Subsidiaries own any real
property.

4.16.2. Company Leases. Section 4.16.2 of the Parent Disclosure Schedule lists
all of the Leases of Parent and its Subsidiaries. Parent has delivered or made
available to the Company complete copies of the Leases and all material
amendments thereto (which are identified in section 4.16.2 of the Parent
Disclosure Schedule). The Parent Leases grant to Parent or its Subsidiaries
leasehold estates free and clear of all Encumbrances except Permitted
Encumbrances. The Parent Leases are in full force and effect and are binding and
enforceable against each of the parties thereto in accordance with their
respective terms. Neither Parent nor any of its Subsidiaries nor to the
knowledge of Parent, any other party to a Parent Lease is in material Violation
of any Parent Lease nor are there any facts or circumstances that would
reasonably indicate that Parent or any of its Subsidiaries is likely to be in
material Violation of any Parent Lease. Section 4.16.2 of the Parent Disclosure
Schedule correctly identifies each Parent Lease that requires the consent of any
Person in connection with the transactions contemplated hereby. No material
construction, alteration or other leasehold improvement work with respect to the
real property covered by any of the Parent Leases remains to be paid for or to
be performed by Parent or any of its Subsidiaries.

4.16.3. Condition. All buildings, structures and fixtures or parts thereof used
by Parent or any of its Subsidiaries in the conduct of their respective business
are in good operating condition and repair, ordinary wear and tear excepted, and
are insured with all coverages that are usual and customary for similar
properties and similar businesses and that, pursuant to the terms of the Parent
Leases, are required to be insured by third parties.

4.17.  Intellectual Property

4.17.1. Right to Intellectual Property. Except as set forth in section 4.17.1 of
the Parent Disclosure Schedule, Parent and its Subsidiaries own or have
perpetual, fully paid, worldwide rights to use all patents, industrial designs,
trademarks, trade names, service marks, copyrights and any applications
therefor, maskworks, net lists, schematics, technology, websites, domain names,
inventions, know-how, trade secrets, algorithms, computer software programs or
applications (in both source code and object code form) and tangible or
intangible proprietary information or material that are used in the business of
Parent and its Subsidiaries (the "Parent Proprietary Rights"), free and clear of
any and all Encumbrances. To the knowledge of Parent, there is no reason why
Parent and its Subsidiaries will not be able to continue to own or have
perpetual, fully paid, worldwide rights to use all Parent Proprietary Rights
necessary for the lawful conduct of their respective business as currently
conducted and as currently proposed to be conducted without any infringement or
conflict with the rights of others. Except as set forth in section 4.17.1 of the
Parent Disclosure Schedule, all of the rights of Parent and its Subsidiaries in
and to the Parent Proprietary Rights are freely assignable in the name of Parent
or one of its Subsidiaries including the right to create derivatives and Parent
and its Subsidiaries are under no obligation to obtain any approval or consent
for use of any of the Parent Proprietary Rights.

4.17.2. List of Company Proprietary Rights. Section 4.17.2 of the Parent
Disclosure Schedule sets forth a complete list of the Parent Proprietary Rights
specifying, where applicable, the jurisdictions in which each of the Parent
Proprietary Rights has been issued or registered or in which an application for
such issuance or registration has been filed including the respective
registration or application numbers and the names of all registered owners and
inventors, as applicable. None of the products of Parent and its Subsidiaries as
currently marketed or supported have been registered for patent protection or
for copyright protection in any jurisdiction nor has Parent or any of its
Subsidiaries been requested to make any such registration.
<PAGE>

                                      -32-

4.17.3. Royalties.  Except as set forth in section 4.17.3 of the Parent
Disclosure Schedule, neither Parent nor any of its Subsidiaries is obligated to
pay any royalties or other compensation to any Person in respect of its
ownership, use or license of any of their respective Parent Proprietary Rights.

4.17.4. Licenses. Section 4.17.4 of the Parent Disclosure Schedule sets forth a
complete list of all material licenses, sublicenses and other agreements to
which Parent or any of its Subsidiaries is a party and pursuant to which Parent
or any of its Subsidiaries is authorized to use any Parent Proprietary Right
(excluding End-User Licenses). The Parent Proprietary Rights include all
trademarks, trade names, service marks, trade secrets, websites and domain names
and software and all patent rights and industrial design rights that are
necessary for Parent and its Subsidiaries to satisfy and perform such licenses,
sublicenses and agreements. None of Parent, any of its Subsidiaries and the
other contracting parties thereto is in violation of any license, sublicense or
agreement included in such list except for violations that do not materially
impair the rights of Parent or its Subsidiaries under such license, sublicense
or agreement, except as would not have a Material Adverse Effect. Such licenses,
sublicenses and agreements are in full force and effect and are binding and
enforceable against each of the parties thereto in accordance with their
respective terms. The execution and delivery by Parent of this Agreement and the
other agreements contemplated hereby, the performance by Parent of its
obligations hereunder and thereunder and the consummation by Parent of the
transactions contemplated hereby and thereby will not cause Parent or any of its
Subsidiaries to be in violation or in default under any such license, sublicense
or agreement nor will entitle any other party to any material license,
sublicense or agreement to terminate or modify such license, sublicense or
agreement.

4.17.5. Status of Registrations. All of the Parent Proprietary Rights set forth
in section 4.17.2 of the Parent Disclosure Schedule as having been issued by,
registered with or filed with any patent or trademark office have been duly so
issued, registered or filed, as the case may be and have been properly
maintained and renewed in accordance with all Applicable Laws. Parent and each
of its Subsidiaries have diligently protected their respective Parent
Proprietary Rights and have diligently maintained the confidentiality of their
trade secrets, know-how and other confidential Parent Proprietary Rights. To the
knowledge of Parent there have been no acts or omissions by Parent or any of its
Subsidiaries the result of which has been or would be to compromise the rights
of Parent or any of its Subsidiaries to apply for or enforce appropriate legal
protection of the Parent Proprietary Rights.

4.17.6. No Conflict. Except as set forth in section 4.17.6 of the Parent
Disclosure Schedule, no claims with respect to the Parent Proprietary Rights are
pending, have been asserted or to the knowledge of Parent are threatened by any
Person nor to the knowledge of Parent are there any valid grounds for any bona
fide claims; (a) to the effect that the development, sale, licensing or use of
any of the products of Parent and its Subsidiaries as now developed, sold,
licensed or used or as proposed for development, sale, licensing or use by
Parent and its Subsidiaries infringes on any patent, industrial design,
trademark, trade name, service mark, copyright, trade secret, website or domain
name or other proprietary right of any Person; (b) against the use by Parent or
any of its Subsidiaries of any patents, industrial designs, trademarks, trade
names, service marks, copyrights, website or domain name and any applications
therefor, maskworks, net lists, schematics, technology, know-how, trade secrets,
algorithms, computer software programs or applications and tangible or
intangible proprietary information or material used in the business of Parent
and its Subsidiaries as currently conducted or as proposed to be conducted; or
(c) challenging the ownership by Parent or any of its Subsidiaries of the
validity of any registration for any application relating to or the
effectiveness of any of the Parent Proprietary Rights. To the knowledge of
Parent there is no unauthorized use, infringement or misappropriation of any of
the Parent Proprietary Rights by any third Person, including without limitation,
any current or former employee of Parent or any of its Subsidiaries. No Parent
Proprietary Right or product of Parent or any of its Subsidiaries is subject to
any outstanding decree, order, judgment or stipulation restricting in any manner
the use or licensing thereof by Parent or any of its Subsidiaries.

4.17.7. Employee Agreements. To the knowledge of Parent, no employee, officer or
consultant of Parent or any of its Subsidiaries is in violation of any term of
any employment or consulting contract, proprietary information and inventions
agreement, non-competition agreement or any other contract or agreement relating
to the relationship of any such employee, officer or consultant with Parent or
any of its Subsidiaries.
<PAGE>

                                      -33-

4.18. Agreements, Contracts and Commmitments

4.18.1. Company Agreemments.  Except as set forth in section 4.18 of the Parent
Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or
has:

      (a)   any pension, profit sharing, retirement, deferred compensation,
            welfare, legal services, medical, dental or other employee benefit
            or health insurance plans, life insurance or other death benefit
            plans, disability, stock option, stock purchase, stock compensation,
            bonus, vacation pay, severance pay or other similar plans, programs
            or agreements or material personnel policy which is not already set
            forth in section 3.12 of the Parent Disclosure Schedule (other than
            normal policies regarding holidays, vacations and salary
            continuation during short absences for illnesses or other reasons);

      (b)   any employment agreement which provides for a payment which, if paid
            pro rata on a monthly basis, would exceed $5,000 per month, or any
            employment agreement which is binding on Parent for a period in
            excess of one year, with any present employee, officer, director or
            consultant (or former employees, officers, directors or consultants
            to the extent there remain at the date hereof obligations to be
            performed by Parent or any of its Subsidiaries);

      (c)   any agreement for personal services or employment that upon
            termination requires any payments greater than those that would
            otherwise be imposed by Applicable Law;

      (d)   any agreement of guarantee or indemnification;

      (e)   any agreement or commitment containing a covenant limiting or
            purporting to limit the freedom of Parent or any of its
            Subsidiaries; (i) to compete with any Person in any geographic area;
            (ii) to engage in any line of business; or (iii) to hire or solicit
            any individual for employment or consulting services;

      (f)   any lease, other than the Leases, under which Parent or any of its
            Subsidiaries is a lessee or lessor that involves payments of $50,000
            or more per annum or is material to the conduct of the business of
            Parent or any of its Subsidiaries;

      (g)   any joint venture or profit-sharing agreement;

      (h)   except for trade indebtedness incurred in the ordinary course of
            business and reflected on the Parent Balance Sheet, any loan or
            credit agreements providing for the extension of credit to Parent or
            any instrument evidencing or related in any way to indebtedness
            incurred in the acquisition of companies or other entities or
            indebtedness for borrowed money by way of direct loan, sale of debt
            securities, purchase money obligation, conditional sale, lease,
            guarantee or otherwise that individually is in the amount of $50,000
            or more;

      (i)   any agreement or arrangement with any third Person to develop any
            intellectual property or other asset expected to be used or
            currently used or useful in the business of Parent or any of its
            Subsidiaries;

      (j)   any agreement or arrangement for Parent or any of its Subsidiaries
            to develop any intellectual property or other asset for any third
            Person;

      (k)   any agreement or arrangement providing for the payment of any
            commission based on sales other than in the ordinary course of
            business and consistent with past practice;

      (l)   any agreement for the sale or license by or to Parent or any of its
            Subsidiaries of materials, products, services or supplies that
            involves future payments to Parent or any of its Subsidiaries of
            more than $50,000;
<PAGE>

                                      -34-

      (m)   any agreement for the purchase by Parent or any of its Subsidiaries
            of any materials, equipment, services or supplies that either: (i)
            involves a binding commitment by Parent or such Subsidiary to make
            future payments in excess of $50,000 and cannot be terminated by
            Parent or such Subsidiary without penalty upon less than three
            months' notice; or (ii) was not entered into in the ordinary course
            of business;

      (n)   any agreement or commitment for the acquisition, construction or
            sale of fixed assets owned or to be owned by Parent or any of its
            Subsidiaries that involves future payments by it of more than
            $50,000;

      (o)   any agreement or commitment to which present or former directors or
            officers (or members of their immediate families) or Affiliates (or
            directors or officers of an Affiliate) are also parties;

      (p)   any agreement not described above (ignoring solely for this purpose
            any dollar amount thresholds in those descriptions) involving the
            payment or receipt by Parent or any of its Subsidiaries of more than
            $100,000, other than the Leases; or

      (q)   any agreement not described above that was not made in the ordinary
            course of business and that is material to the financial condition,
            business, operations, assets, results of operations or prospects of
            Parent and its Subsidiaries taken as a whole.

4.18.2. Validity, Violation and Consent. The Contracts listed in section 4.18 of
the Parent Disclosure Schedule are valid and in full force and effect. Neither
Parent nor any of its Subsidiaries is in Violation of any term, condition or
provision of any material contract to which Parent or any of its Subsidiaries is
a party or by which it, any of its Subsidiaries or any of their respective
material assets or properties is bound or which is applicable to it, any of its
Subsidiaries or any of their respective material assets or properties, except
for such Violations which, individually or in the aggregate, would not result in
a Material Adverse Effect. Section 4.18.2 of the Parent Disclosure Schedule
identifies each Contract that requires the consent of a third Person in
connection with the transactions contemplated hereby.

4.19. Insurance Contracts. Section 4.19 of the Parent Disclosure Schedule lists
all material contracts of insurance and indemnity (other than those identified
as such in other sections of the Parent Disclosure Schedule) in force at the
date hereof with respect to Parent and its Subsidiaries. Such contracts of
insurance and indemnity and those identified as such in other sections of the
Parent Disclosure Schedule (collectively, the "Parent Insurance Contracts")
insure against such risks and are in such amounts as are reasonable and
appropriate considering Parent and its Subsidiaries and their respective
property, business and operations. Except as set forth in section 4.19 of the
Parent Disclosure Schedule, all of the Parent Insurance Contracts are in full
force and effect with no default thereunder by Parent or any of its Subsidiaries
which could permit the insurer to deny payment of claims thereunder. The
execution and delivery by Parent of this Agreement and the other agreements
contemplated hereby, the performance by Parent of its obligations hereunder and
thereunder and the consummation by Parent of the other transactions contemplated
hereby and thereby will not cause Parent or any of its Subsidiaries to be in
Violation of any Parent Insurance Contracts nor entitle any other party thereto
to terminate or modify a Parent Insurance Contract. Neither Parent nor any of
its Subsidiaries has received notice from any of their respective insurance
carriers that any insurance premiums will be materially increased in the future
or that any insurance coverage provided under the Parent Insurance Contracts
will not be available in the future on substantially the same terms as now in
effect. Neither Parent nor any of its Subsidiaries has received or has given a
notice of cancellation with respect to any of the Parent Insurance Contracts.

4.20. Banking Relationships.  Section 4.20 of the Parent Disclosure Schedule
sets forth the names and locations of all banks and trust companies in which
Parent or any of its Subsidiaries has accounts, lines of credit or safety
deposit boxes.

4.21. Suppliers, Distributors and Customers. The relationships of Parent and its
Subsidiaries with their respective suppliers, distributors and customers are
satisfactory commercial working relationships. Except as set forth in
<PAGE>

                                      -35-

section 4.21 of the Parent Disclosure Schedule, since the date of the Parent
Balance Sheet, no material supplier, distributor or customer of Parent or any of
its Subsidiaries has cancelled or otherwise adversely modified its relationship
with Parent or any of its Subsidiaries, and to the knowledge of Parent, no
supplier, distributor or customer of Parent or any of its Subsidiaries has any
intention to do so. To the knowledge of Parent, none of the execution and
delivery by Parent of this Agreement and the other agreements contemplated
hereby, the performance by Parent of its obligations hereunder and thereunder
and the consummation by Parent of the Arrangement and the other transactions
contemplated hereby and thereby will materially adversely affect any such
relationship.

4.22. Products.  Each product sold, leased, licensed or delivered by Parent or
any of its Subsidiaries has been in material conformity with all applicable
contractual commitments.

4.23. Director Approval. The Board of Directors of Parent has; (a) determined
unanimously that the Arrangement is fair to the holders of the Parent Common
Stock and is in the best interests of Parent; and (b) determined to recommend
that the holders of the Parent Common Stock vote in favour of the Arrangement.

4.24. No Broker's or Finder's Fees. Except for Doerge Capital Management and
CIBC World Markets Corp., none of Parent, any of its Subsidiaries and their
respective directors, officers, employees and agents has employed any broker,
finder, financial advisor or intermediary or has paid or incurred any liability
for any fee or commission to any broker, finder, financial advisor or
intermediary in connection with this Agreement, the Arrangement or any other
transaction contemplated hereby. Parent has made available to the Company a
complete and correct copy of any engagement letter or other agreement or
arrangement between Doerge Capital Management or CIBC World Markets Corp. on the
one hand and Parent on the other hand.

4.25. Full Disclosure. This Agreement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained herein not false or misleading. To the knowledge of Parent there is no
fact existing on the date hereof that Parent has not disclosed to the Company in
writing that could result in a Material Adverse Effect.

4.26. Aviation Subco.  Aviation Subco has been formed solely for purposes of the
Arrangement. Aviation Subco will not have any Liabilities nor will Aviation
Subco agree before the Effective Time to assume any Liabilities.


                                    ARTICLE 5
              COVENANTS OF THE COMPANY AS TO CONDUCT OF BUSINESS

During the period from the date hereof and until Closing except as expressly
contemplated hereby or as consented to by Parent in writing or as set forth
herein or in Article 5 of the Company Disclosure Schedule, the Company agrees
that:

5.1. Ordinary Course. The Company and its Subsidiaries shall carry on their
respective business in the ordinary course consistent with prior practice,
including the payment of all debts and taxes owed by them, in substantially the
same manner as heretofore and shall use all reasonable efforts to preserve
intact their present business organization and keep available the services of
their respective directors, officers, employees, consultants and others having
business dealings with them to the end that their goodwill and business shall be
maintained. For greater certainty and without limitation, the Parties agree that
between the date hereof and the Effective Time, the Company and its Subsidiaries
may enter into the Acquisition Transactions in the ordinary course of business
and the Company shall not be required to procure the consent of Parent prior to
the consummation thereof, but shall provide prior written notice to Parent and
its legal counsel.

5.2. Corporate Organization. The Company shall not cause, permit or propose any
amendment to its Articles of Incorporation or By-Laws or merge, consolidate,
amalgamate or otherwise combine with any Person.

5.3. Capital Structure. The Company shall not; (a) declare or pay any dividend
or other distribution (whether in cash, shares or property or any combination
thereof) in respect of its capital; (b) save and except in connection with the
Acquisition Transactions, issue, deliver or sell or authorize the issuance,
delivery or sale of any shares of any
<PAGE>

                                      -36-

class (except upon the exercise of Company Securities) or save and except with
respect to the grant of options in the ordinary course pursuant to the Company's
stock option plan, options, warrants, calls, rights or agreements that obligate
Company to issue, deliver or sell any shares of any class or to grant, extend or
enter into any such option, warrant, call, right or agreement; (c) split,
combine or reclassify any shares; or (d) purchase, redeem or otherwise acquire,
directly or indirectly, any shares.

5.4. Options and Warrants. Neither the Company nor any of its Subsidiaries shall
accelerate, amend, reprice or change the period of exercisability of any
outstanding Company Securities or authorize cash payments in exchange for any
options granted under any of the Company Plans.

5.5. Compliance with Applicable Laws. The Company and its Subsidiaries  shall
duly comply in all material respects with all Applicable Laws.

5.6. Investments and Acquisitions. In connection with the Acquisition
Transactions neither the Company nor any of its Subsidiaries shall acquire or
license any assets, that are material, individually or in the aggregate to the
Company and its Subsidiaries except in the ordinary course of business
consistent with prior practice.

5.7. Capital Expenditures. Other than in connection with the Acquisition
Transactions and transactions in the ordinary course of business, including the
acquisition of computer hardware and software, neither the Company nor any of
its Subsidiaries shall make or enter into any commitments or agreements with
respect to capital expenditures in excess of $250,000 (in the aggregate).

5.8. Indebtedness. Other than in connection with the Acquisition Transactions,
neither the Company nor any of its Subsidiaries shall or shall propose to incur
any Indebtedness for borrowed money, incur any other Indebtedness except in the
ordinary course of business or guarantee any Indebtedness of others. Neither the
Company nor any of its Subsidiaries shall pay, discharge or satisfy, in an
amount in excess of $250,000 (in the aggregate), any claims, liabilities or
obligations reflected or reserved against in the Company Balance Sheet except in
the ordinary course of business consistent with past practice or except with the
prior written approval of Parent, which approval shall not be unreasonably
withheld or delayed.

5.9. Litigation. Neither the Company nor any of its Subsidiaries shall commence
any litigation other than for the routine collection of bills. The Company and
its Subsidiaries shall cooperate and consult with Parent with respect to all
matters regarding any proceeding set forth in the Company Disclosure Schedule
including any settlement proposed by any Person and neither the Company nor any
of its Subsidiaries shall take any significant actions with respect to such
proceedings (including the entering into of any such settlement) without the
prior written approval of Parent, which approval shall not be unreasonably
withheld or delayed.

5.10. Properties. The Company and its Subsidiaries shall maintain their
respective properties and assets in customary repair, order and condition,
reasonable wear and tear excepted. Neither the Company nor any of its
Subsidiaries shall sell, lease, license, encumber or otherwise dispose of any of
their respective property or assets, except in the ordinary course of business
consistent with prior practice.

5.11. Contracts. Neither the Company nor any of its Subsidiaries shall; (a) save
and except with respect to the Acquisition Transactions enter into any Contract
or engage in any transaction not in the ordinary course of business consistent
with past practice; (b) amend or otherwise modify any Contract pursuant to which
any other party is granted marketing, distribution or similar rights of any type
or scope with respect to any products of the Company or any of its Subsidiaries;
(c) amend or otherwise modify any Contract except in the ordinary course of
business consistent with past practice; or (d) do or omit to do any act or
permit any act or omission to act, which act or omission shall result in a
Violation of any provision of any material Contract. For greater certainty and
without limitation, the Company shall comply with its obligations under that
certain preferred stock purchase agreement between the Company and Parent dated
as of March 1, 2000, as amended.

5.12. Books and Records. The Company and its Subsidiaries shall maintain their
respective books and records in the usual course of business consistent with
past practice. The Company shall prepare its financial statements in accordance
with Canadian generally accepted accounting principles applied on a consistent
basis. The Company
<PAGE>

                                      -37-

and its Subsidiaries shall not revalue any of their assets including writing
down the value of inventory or writing off notes or accounts receivable, except
in the ordinary course of business, consistent with past practice.

5.13. Taxes. Neither the Company nor any of its Subsidiaries shall make or
change any material election in respect of Taxes, file any material Tax Return
or any amendment to a material Tax Return, adopt or change any accounting method
in respect of Taxes, enter into any closing agreement, settle any claim or
assessment in respect of Taxes or consent to any extension or waiver of the
limitation period applicable to any claim or assessment in respect of Taxes,
except with the prior written approval of Parent, which approval shall not be
unreasonably withheld or delayed.

5.14. Company Benefit Plans. Other than in connection with the Acquisition
Transactions, neither the Company nor any of its Subsidiaries shall adopt, or
enter into any agreement, which if adopted or entered into would be a Company
Plan.

5.15. Insurance. The Company and its Subsidiaries shall maintain insurance of
the types, in the amounts and with deductibles and exclusions consistent with
past practice.

5.16. Employee Matters. Neither the Company nor any of its Subsidiaries shall;
(a) adopt any collective bargaining agreement; (b) grant any severance or
termination pay to any director, officer or other employee of the Company or any
of its Subsidiaries; (c) pay, or agree to pay, any general or uniform increase
in the rates of pay of employees of the Company or any of its Subsidiaries or,
without limitation, in the benefits under any bonus plan or other compensation
arrangements; (d) increase the compensation payable or to become payable to any
officer or salaried employee earning in excess of $120,000 per year; or (e)
enter into or amend any employment agreement save and except in connection with
the Acquisition Transactions.

5.17. General. Neither the Company nor any of its Subsidiaries shall take,
propose to take or agree in writing or otherwise to take any of the actions that
it or they agreed in this Article not to take nor shall the Company or any of
its Subsidiaries fail to take, propose not to take or agree in writing or
otherwise not to take any of the actions it or they agreed in this Article to
take, nor shall the Company or any of its Subsidiaries take or fail to take any
other action that would prevent the Company or any of its Subsidiaries from
performing or cause the Company or any of its Subsidiaries not to perform their
covenants and other obligations in this Agreement, the Arrangement or any other
agreement contemplated hereby.

                                    ARTICLE 6
                COVENANTS OF PARENT AS TO CONDUCT OF BUSINESS

During the period from the date hereof and until the Closing except as expressly
contemplated hereby or as consented to by the Company in writing, or as set
forth herein or in Article 6 of the Parent Disclosure Schedule, Parent agrees
that:

6.1. Ordinary Course. Parent and its Subsidiaries shall carry on their
respective business in the ordinary course consistent with prior practice,
including the payment of all debts and taxes owed by them, in substantially the
same manner as heretofore and shall use all reasonable efforts to preserve
intact their present business organization and keep available the services of
their directors, officers, employees, consultants and others having business
dealings with them to the end that their goodwill and business shall be
maintained.

6.2. Corporate Organization. Parent shall not cause, permit or propose any
amendment to its Articles of Incorporation or By-Laws or merge, consolidate,
amalgamate or otherwise combine with any other Person, save and except for the
filing of Articles of Amendment to create the Special Voting Share and to amend
its name to "travelbyus.com, Inc." following the Closing.

6.3. Capital Structure. Parent shall not; (a) declare or pay any dividend or
other distribution (whether in cash, stock or property or any combination
thereof); (b) issue, deliver or sell or authorize the issuance, delivery or sale
of any shares of any class (except upon the exercise of outstanding securities)
or any options, warrants, calls, rights or
<PAGE>

                                      -38-

agreements that obligate Parent to issue, deliver or sell additional shares or
to grant, extend or enter into any such option, warrant, call, right or
agreement; (c) split, combine or reclassify any of its capital stock; or (d)
purchase, redeem or otherwise acquire, directly or indirectly, any of its
capital stock.

6.4. Options and Warrants. Neither Parent nor any of its Subsidiaries shall
accelerate, amend, reprice or change the period of exercisability of any
outstanding Parent Securities or authorize cash payments in exchange for any
options granted under any Parent Plans.

6.5. Compliance with Applicable Laws. Parent and its Subsidiaries shall duly
comply in all material respects with all Applicable Laws.

6.6. Investments and Acquisitions. Neither Parent nor any of its Subsidiaries
shall; (a) acquire any equity interest in or make any investment in the equity
capital of any Person; (b) acquire by merging or consolidating with or by
purchase, a substantial portion of the assets of any other Person or by any
other manner; (c) otherwise acquire or license any assets that are material,
individually or in the aggregate to Parent except in the ordinary course of
business consistent with prior practice; or (d) enter into any partnership,
joint venture, joint development, strategic alliance, voluntary association,
cooperative or business trust agreement or arrangement.

6.7. Capital Expenditures. Neither Parent nor any of its Subsidiaries shall make
or enter any commitments or agreements with respect to capital expenditures in
excess of $50,000 (in the aggregate).

6.8. Indebtedness. Neither Parent nor any of its Subsidiaries shall or shall
propose to incur any Indebtedness for borrowed money, incur any other
Indebtedness except in the ordinary course of business or guarantee any
Indebtedness of others. Neither Parent nor any of its Subsidiaries shall pay,
discharge or satisfy, in an amount in excess of $50,000 (in the aggregate), any
claims, liabilities or obligations reflected or reserved against in the Parent
Balance Sheet except in the ordinary course of business consistent with past
practice or except with the prior written approval of the Company, which
approval shall not be unreasonably withheld or delayed.

6.9. Litigation. Neither Parent nor any of its Subsidiaries shall commence any
litigation other than for the routine collection of bills. Parent and its
Subsidiaries shall cooperate and consult with the Company with respect to all
matters regarding any proceeding set forth in the Parent Disclosure Schedule
including any settlement proposed by any Person and neither Parent nor any of
its Subsidiaries shall take any significant actions with respect to such
proceedings (including the entering into of any such settlement) without the
prior written approval of the Company, which approval shall not be unreasonably
withheld or delayed.

6.10. Properties. Parent and its Subsidiaries shall maintain their respective
properties and assets in customary repair, order and condition, reasonable wear
and tear excepted. Neither Parent nor any of its Subsidiaries shall sell, lease,
license, encumber or otherwise dispose of any of their respective property or
assets, except in the ordinary course of business consistent with prior
practice.

6.11. Contracts. Neither Parent nor any of its Subsidiaries shall; (a) enter
into any Contract or engage in any transaction not in the ordinary course of
business consistent with past practice; (b) amend or otherwise modify any
Contract pursuant to which any other party is granted marketing, distribution or
similar rights of any type or scope with respect to any products of Parent or
any of its Subsidiaries; (c) amend or otherwise modify any Contract except in
the ordinary course of business consistent with past practice; or (d) do or omit
to do any act or permit any act or omission to act, which act or omission shall
result in a Violation of any provision of any material Contract.

6.12. Books and Records. Parent and its Subsidiaries shall maintain their books
and records in the usual course of business consistent with past practice and
shall prepare their financial statements in accordance with generally accepted
accounting principles applied on a consistent basis. Parent and its Subsidiaries
shall not revalue any of their assets including writing down the value of
inventory or writing off notes or accounts receivable, except in the ordinary
course of business consistent with past practice.

6.13. Taxes. Neither Parent nor any of its Subsidiaries shall make or change any
material election in respect of Taxes, file any material Tax Return or any
amendment to a material Tax Return, adopt or change any accounting
<PAGE>

                                      -39-

method in respect of Taxes, enter into any closing agreement, settle any claim
or assessment in respect of Taxes or consent to any extension or waiver of the
limitation period applicable to any claim or assessment in respect of Taxes,
except with the prior written approval of the Company, which approval shall not
be unreasonably withheld or delayed.

6.14. Parent Benefit Plans. Other than with respect to the Parent Securities or
Acquisition Transactions, neither Parent nor any of its Subsidiaries shall adopt
any Parent Benefit Plan or amend any Parent Benefit Plan.

6.15. Insurance. Parent and its Subsidiaries shall maintain insurance of the
types, in the amounts and with deductibles and exclusions consistent with past
practice.

6.16. Employee Matters. Neither Parent nor any of its Subsidiaries shall; (a)
adopt any collective bargaining agreement; (b) grant any severance or
termination pay to any director, officer or other employee of Parent or any of
its Subsidiaries; (c) pay, or agree to pay, any general or uniform increase in
the rates of pay of employees of Parent or any of its Subsidiaries or in the
benefits under any bonus plan or other compensation arrangements; (d) increase
the compensation payable or to become payable to any officer or salaried
employee earning in excess of $120,000 per year; or (e) enter into or amend any
employment agreement.

6.17. General. Neither Parent nor Aviation Subco nor any of the Subsidiaries of
Parent shall take, propose to take or agree in writing or otherwise to take any
of the actions that they agreed in this Article not to take nor shall Parent,
its Subsidiaries or Aviation Subco fail to take, propose not to take or agree in
writing or otherwise not to take any of the actions they agreed in this Article
to take nor shall Parent, its Subsidiaries or Aviation Subco take or fail to
take any other action that would prevent Parent or Aviation Subco from
performing or cause Parent, its Subsidiaries or Aviation Subco not to perform
their covenants and other obligations in this Agreement, the Arrangement or any
other agreement contemplated hereby.

                                    ARTICLE 7
                              ADDITIONAL COVENANTS

7.1. Further Assurances; Consents. During the term hereof, each of the Parties
shall use their reasonable best efforts to satisfy or cause to be satisfied all
the conditions precedent that are set forth herein. Each of the Parties shall
use their reasonable best efforts to cause the Arrangement and the other
transactions contemplated hereby to be consummated. The Parties shall cooperate
with each other to provide such information, to execute and deliver such other
documents, instruments of transfer or assignment, files, books and records and
to do all such further acts and things as may be reasonably required to carry
out the transactions contemplated hereby. The Parties shall use all reasonable
efforts to comply promptly with all legal requirements that may be imposed upon
them with respect to the consummation of the Arrangement and the other
transactions contemplated hereby and to obtain any Consent or any exemption by
and to make any registration, declaration or filing with any Governmental Entity
or other third Person required to be obtained or made by such Person in
connection with the taking of any action contemplated hereby. Without limiting
the generality of the foregoing, as promptly as practicable after the execution
of this Agreement, each Party shall make all required filings and provide such
other information as may be required, under the HSR Act, the Investment Canada
Act and the Competition Act (Canada). No Party shall take or shall fail to take
any action that would or would be reasonably likely to result in any of its
representations and warranties set forth in this Agreement being untrue. The
Parties covenant and agree to proceed diligently and in a coordinated fashion to
apply for and obtain all necessary approvals.

7.2. Access to Information. The Company shall afford to Parent and Parent and
Aviation Subco shall afford to the Company and each shall cause its independent
accountants to afford to the other Party and the officers, directors, employees,
financial advisors, counsel, accountants, agents and other representatives of
such Party and such Party's Subsidiaries (each, a "Representative"), reasonable
access during normal business hours during the period prior to Closing to all of
such Party's and its Subsidiaries' properties, books, contracts, commitments and
records. During such period, each Party shall use reasonable efforts to furnish
promptly to the other Party all other information concerning the business,
properties and personnel of such Party and its Subsidiaries as the other Party
may reasonably request, including such information as may be necessary to verify
the representations and warranties of
<PAGE>

                                      -40-

the other Party. For greater certainty, Parent shall make available to Company
any and all information and due diligence material received by Parent or its
Representatives with respect to Global and its Subsidiaries.

7.3. Transfer and Other Taxes. Each of the Parties shall cooperate in the
preparation, execution and filing of all returns, questionnaires, applications
or other documents regarding any real property transfer or gains, sales, use,
transfer, value added, stock transfer and stamp Taxes, any transfer, recording,
registration and other fees and any similar Taxes which become payable in
connection with the transactions contemplated by this Agreement.

7.4 Frustration of Closing Conditions. No Party may rely on the failure of any
condition set forth in Article 8 to be satisfied if such failure was caused by
such Party's failure to use reasonable efforts to consummate the Arrangement and
the other transactions contemplated by this Agreement.

7.5. Confidentiality. For purposes of this section 7.5, a "Party" shall refer
to, as the case may be: (i) collectively, the Company and its Subsidiaries; or
(ii) collectively, Parent and its Subsidiaries. Each Party shall treat as
confidential and shall cause its Representatives to treat as confidential all
documents and information concerning the other Party furnished by the other
Party or its Representatives to such Party or its Representatives (including
documents and information furnished prior to the date hereof) in connection with
the transactions contemplated hereby, except to the extent that such document or
information: (a) at the time of its disclosure to the receiving Party or its
Representatives by the disclosing Party or its Representatives is already known
or available to the receiving Party or its Representatives (but this Agreement
shall not relieve the receiving Party from any obligations of confidentiality
owed to third Persons with respect to such information); (b) is or becomes known
or available to the public other than as a result of an unauthorized disclosure
by the receiving Party or its Representatives; (c) is or becomes known or
available to the receiving Party or its Representatives without restrictions of
confidentiality similar to those set forth herein from a source other than the
disclosing Party or its Representatives provided that the receiving Party does
not know, after reasonable inquiry, that such source is bound by a
confidentiality agreement with or other obligation of secrecy to, the disclosing
Party or its Representatives that would prohibit such disclosures to the
receiving Party or its Representatives by such source; (d) is independently
generated by the receiving Party or its Representatives and is not derived from
confidential information; or (e) is required to be disclosed by the receiving
Party or its Representatives by Applicable Law or other legal process. Subject
to the foregoing, each Party and its Representatives shall not release or
disclose such documents or information to any Person other than those
Representatives of such Party that need to review such documents or to know such
information in order to perform their respective duties in connection with this
Agreement and shall not use such documents or information for purposes other
than as contemplated hereby. In the event of termination of this Agreement each
Party shall and shall cause its Representatives to deliver to the other Party
the originals of all documents obtained by such Party or its Representatives
from the other Party or its Representatives in connection with this Agreement,
whether so obtained before or after the execution hereof and each Party shall
and shall cause its Representatives to destroy all copies thereof. Within 30
days of such termination, such Party shall certify to the other Party in writing
that such Party and its Representatives shall have complied with their
obligations contained in this section 7.5. The agreements contained in this
section 7.5 shall survive any termination of this Agreement and shall remain in
effect for a period of one year from the date hereof.

7.6. Public Disclosure. Any press release or other public disclosure of
information regarding the transactions contemplated hereby (including the
existence and terms of this Agreement) shall be developed jointly by Parent and
the Company. If Applicable Law or any stock exchange shall require either Party
to disclose publicly any such information such Party may disclose publicly such
information after reasonable consultation with the other Party.

7.7. Takeover and Other Laws. If any takeover Law or other Law shall become
applicable to the transactions contemplated hereby, the Company and its Board of
Directors or Parent and its Board of Directors, as the case may be, shall use
their reasonable best efforts to obtain such approvals and to take such actions
as are necessary so that the transactions contemplated hereby may be consummated
as promptly as practicable on the terms contemplated hereby and otherwise to
minimize the effects of such takeover Law or other Law on the transactions
contemplated hereby.
<PAGE>

                                      -41-

7.8.  Comfort Letters

7.8.1. Company. The Company shall use its reasonable best efforts to cause
PricewaterhouseCoopers LLP to deliver to Parent a letter addressed to Parent
with respect to the financial information of the Company contained in the
Information Circular (the "First Company Comfort Letter") and a second letter
addressed to Parent with respect to the financial information of the Company
contained in the Registration Statement (the "Second Company Comfort Letter").
The First Company Comfort and the Second Company Comfort Letter are collectively
referred to as the "Company Comfort Letters". The First Company Comfort Letter
shall be dated as of a date within five days before the date the Information
Circular is first mailed to the Company's securityholders. The Second Company
Comfort Letter shall be dated as of a date within five days before the date on
which the Registration Statement shall become effective. The Company Comfort
Letters shall be in form and substance reasonably satisfactory to Parent and
customary in scope and substance for "COMFORT" letters delivered by independent
public accountants in connection with proxy statements and registration
statements similar to the Information Circular and the Registration Statement.

7.8.2. Parent. Parent shall use its reasonable best efforts to cause Hein &
Associates and BDO Seidman, to deliver to the Company a letter addressed to the
Company with respect to the financial information of Parent and Global,
respectively, contained in the Information Circular (the "First Parent Comfort
Letter") and a second letter addressed to the Company with respect to the
financial information of Parent and Global, respectively, contained in the
Registration Statement (the "Second Parent Comfort Letter"). The First Parent
Comfort Letter and the Second Parent Comfort Letter are collectively referred to
as the "Parent Comfort Letters". The First Parent Comfort Letter shall be dated
as of a date within five days before the date the Information Circular is first
mailed to Parent's securityholders. The Second Parent Comfort Letter shall be
dated as of a date within five days before the date on which the Registration
Statement shall become effective. The Parent Comfort Letters shall be in form
and substance reasonably satisfactory to the Company and customary in scope and
substance for "comfort" letters delivered by independent public accountants in
connection with proxy statements and registration statements similar to the
Information Circular and the Registration Statement.

7.9. Notice of Certain Matters. Parent and the Company shall promptly notify the
other Party in writing; (i) if such Party shall become aware that any of its
representations and warranties in this Agreement is untrue or inaccurate in any
material respect; (ii) if there shall have been or is reasonably expected to be,
a Material Adverse Effect on such Party; and (iii) if there shall have been, or
is reasonably expected to be any material breach of any covenant or agreement of
such Party contained in this Agreement.

7.10. Reservation and Registration of Parent Common Stock. Parent shall take all
corporate action necessary to reserve for issuance a sufficient number of Parent
Common Stock for delivery upon exchange of the Exchangeable Shares and upon
exercise of the Parent Securities. As soon as practicable after the Effective
Time, Parent shall file a registration statement on Form S-8 or S-3 (or any
successor or other appropriate forms), a post-effective amendment to the Form
S-4 registration statement for the Arrangement or another appropriate form to
register the offer and sale of the Parent Common Stock underlying the Parent
Securities and shall maintain in the same manner as Parent's registration
statements for its stock option plans the effectiveness of such registration
statement or registration statements (and shall maintain the current status of
the prospectus or prospectuses contained therein) for as long as the Parent
Securities shall remain outstanding.

7.11.  Obligations of Aviation Subco.  Parent shall take all action necessary to
cause Aviation Subco to perform its obligations under this Agreement and to
consummate the Arrangement on the terms and conditions set forth in this
Agreement.

7.12. Affiliate Agreements. Simultaneously with the execution of this Agreement,
the Company shall provide Parent with a list of each Person who is or who may be
deemed to be an Affiliate of the Company (a "Company Affiliate") and shall cause
each Company Affiliate to deliver simultaneously with the execution of this
Agreement to Parent an executed affiliate agreement on satisfactory terms and
conditions. The Company shall notify Parent if any Person not on the list
provided to Parent pursuant to this section 7.12 shall become or shall be deemed
to be a Company Affiliate, and shall cause each such Person to deliver to Parent
an executed agreement.
<PAGE>

                                      -42-

7.13.   Covenants of Parent Regarding Non-Solicitation

7.13.1. Non-Solicitation. Until the Effective Time neither Parent nor any of its
Subsidiaries shall, directly or indirectly, through any Representative or
otherwise; (a) solicit, initiate, encourage or take any other action to
facilitate (including by way of disclosing information, affording access to the
properties, books or records of Parent or any of its Subsidiaries or entering
into any agreement, arrangement or understanding) the making of any inquiry,
proposal or offer that constitutes or could be expected to lead to an
Acquisition Proposal; (b) participate in any discussions or negotiations
regarding any Acquisition Proposal; (c) withdraw or modify in a manner adverse
to the Company, the approval of Parent's Board of Directors of the transactions
contemplated hereby or make or authorize any statement, recommendation or
solicitation in support of any Acquisition Proposal; (d) approve or accept any
Acquisition Proposal; or (e) cause Parent to enter into any agreement related to
any Acquisition Proposal. Parent and its Subsidiaries shall immediately cease
any and all existing solicitations, initiations, encouragements, activities,
discussions or negotiations with any Person (other than the Company) with
respect to the foregoing. Notwithstanding the foregoing, in response to an
unsolicited tender or exchange offer, Parent may comply with its obligations
under applicable securities laws relating to the provision of directors'
circulars and disclosures to Parent's securityholders.

7.13.2. Compliance with Fiduciary Obligations. Subject to compliance with the
terms of sections 7.13.3, 7.13.4 and 7.14 and notwithstanding any other
provision of this Agreement, Parent, its Subsidiaries and their Representatives
at any time prior to the approval of the Arrangement by Parent's securityholders
may take any action with respect to an Acquisition Proposal received by Parent
that would otherwise be prohibited by section 7.13 if and only to the extent
that; (a) the Acquisition Proposal shall be an unsolicited bona fide written
Acquisition Proposal; (b) after receiving the written advice of Parent's
financial advisors and after receiving a written opinion of outside counsel to
the effect that the fiduciary duties of Parent's Board of Directors require such
Board to take such action in order to discharge properly its fiduciary duties,
Parent's Board of Directors shall have reasonably determined in good faith that
such Acquisition Proposal; (i) would result in a transaction that; (A) is more
favorable from a financial point of view to Parent's securityholders than the
transactions contemplated hereby; and (B) has a value per Parent Common Stock
greater than the value per Company Common Share of the transactions contemplated
hereby; (ii) is a transaction for which financing, to the extent required, is
then committed or which, in the good faith reasonable judgment of Parent's Board
of Directors (based upon the good faith written advice of Parent's financial
advisors) is capable of being financed by the Person or Persons making the
Acquisition Proposal; and (iii) if accepted by Parent, would be more likely than
not to be consummated (any such Acquisition Proposal being referred to herein as
a "Parent Superior Proposal").

7.13.3. Notice of Company of Acquisition Proposals. Parent shall immediately
notify the Company, at first orally and then in writing of; (a) all Acquisition
Proposals of which any Representative of Parent and its Subsidiaries shall
become aware; (b) any amendments to any Acquisition Proposal; or (c) any request
for information relating to Parent or any of its Subsidiaries or for access to
the properties, books or records of Parent or any of its Subsidiaries by any
Person that any Representative of Parent and its Subsidiaries knows, believes or
suspects is considering making or has made, an Acquisition Proposal (each, a
"PARENT BIDDER"). Such notice shall include a description of all of the terms
and conditions of any proposal and shall provide such details of the proposal,
request, inquiry or contact as the Company may request, including the identity
of the Parent Bidder. Parent shall keep the Company informed on a current basis
of the status of any terms, discussions and negotiations in respect of each
Acquisition Proposal.

7.13.4. Procedures. Parent shall not take any action prohibited by section
7.13.1 unless at the time of the taking of such action Parent shall have; (a)
complied with section 7.13.3; (b) obtained from the Parent Bidder a
confidentiality agreement containing provisions substantially similar to those
set forth in section 7.3;(c) delivered via facsimile a copy of such
confidentiality agreement to the Company immediately upon its execution; and (d)
provided the Company with the same information and documents provided to the
Parent Bidder at the same time and in the same manner so provided (unless such
information or documents shall have been previously provided to the Company, in
which case Parent shall have provided the Company with a list of the information
and documents provided to the Parent Bidder).
<PAGE>

                                      -43-

7.14.  Procedures Following Parent Superior Proposal Determination

7.14.1. Notice of Parent Superior Proposal Determination. None of Parent, its
Subsidiaries and their Representatives shall accept, approve, recommend or enter
into any agreement in respect of any Acquisition Proposal (other than the
confidentiality agreement contemplated by section 7.13.3) on the basis that it
would constitute a Superior Proposal unless; (a) Parent shall have provided the
Company with a copy of the Acquisition Proposal document that Parent's Board of
Directors shall have determined would be a Parent Superior Proposal; and (b)
five Business Days shall have elapsed from the later of; (i) the date Parent
shall have received notice of Parent's proposed determination to accept,
approve, recommend or enter into an agreement in respect of such Acquisition
Proposal; and (ii) the date the Company shall have received a copy of the
Acquisition Proposal document.

7.14.2. Opportunity to Bid. During such five Business Day period, Parent shall
afford the Company the opportunity, in the Company's discretion, to offer to
amend the terms of this Agreement and the Arrangement. Parent's Board of
Directors shall convene a meeting to review in good faith any offer made by the
Company to amend the terms of this Agreement and the Arrangement in order to
determine, in its discretion in the exercise of its fiduciary duties, whether
the Company's offer upon acceptance by Parent would result in the Acquisition
Proposal not being a Parent Superior Proposal. If Parent's Board of Directors
shall so determine, Parent shall enter into an amended agreement with the
Company reflecting the Company's offer. Each successive material amendment to
any Acquisition Proposal shall constitute a new Acquisition Proposal for
purposes of this section 7.14 and shall thereby initiate an additional five
Business Day period under this section 7.14.

7.15. Covenants of the Company Regarding Non-Solicitation

7.15.1. Non-Solicitation. Until the Effective Time, neither the Company nor any
of its Subsidiaries shall, directly or indirectly, through any Representative or
otherwise; (a) solicit, initiate, encourage or take any other action to
facilitate (including by way of disclosing information, affording access to the
properties, books or records of the Company or any of its Subsidiaries or
entering into any agreement, arrangement or understanding) the making of any
inquiry, proposal or offer that constitutes or could be expected to lead to an
Acquisition Proposal; (b) participate in any discussions or negotiations
regarding any Acquisition Proposal; (c) withdraw or modify in a manner adverse
to Parent, the approval of the Company's Board of Directors of the transactions
contemplated hereby or make or authorize any statement, recommendation or
solicitation in support of any Acquisition Proposal; (d) approve or accept any
Acquisition Proposal; or (e) cause the Company to enter into any agreement
related to any Acquisition Proposal. The Company and its Subsidiaries shall
immediately cease any and all existing solicitations, initiations,
encouragements, activities, discussions or negotiations with any Person (other
than Parent and Aviation Subco) with respect to the foregoing. Notwithstanding
the foregoing, in response to an unsolicited tender or exchange offer, the
Company may comply with its obligations under applicable securities Laws
relating to the provision of directors' circulars and disclosures to the
Company's shareholders.

7.15.2. Compliance with Fiduciary Obligations. Subject to compliance with the
terms of sections 7.15.3, 7.15.4 and 7.16 and notwithstanding any other
provision of this Agreement, the Company, its Subsidiaries and their
Representatives at any time prior to the approval of the Arrangement by the
Company's shareholders may take any action with respect to an Acquisition
Proposal received by the Company that would otherwise be prohibited by section
7.15 if and only to the extent that; (a) the Acquisition Proposal shall be an
unsolicited bona fide written Acquisition Proposal; (b) after receiving the
written advice of the Company's financial advisors and after receiving a written
opinion of outside counsel to the effect that the fiduciary duties of the
Company's Board of Directors require such Board to take such action in order to
discharge properly its fiduciary duties, the Company's Board of Directors shall
have reasonably determined in good faith that such Acquisition Proposal; (i)
would result in a transaction that; (A) is more favorable from a financial point
of view to the Company's shareholders than the transactions contemplated hereby;
and (B) has a value per Company Common Stock greater than the value per Parent
Common Stock of the transactions contemplated hereby; (ii) is a transaction for
which financing, to the extent required, is then committed or which, in the good
faith reasonable judgment of the Company's Board of Directors (based upon the
good faith written advice of the Company's financial advisors) is capable of
being financed by the Person or Persons making the Acquisition Proposal; and
(iii) if accepted by the Company, would be more likely than not to be
consummated (any such Acquisition Proposal being referred to herein as a
"Company Superior Proposal").
<PAGE>

                                      -44-

7.15.3. Notice to Parent of Acquisition Proposals. The Company shall immediately
notify Parent, at first orally and then in writing of; (a) all Acquisition
Proposals of which any Representative of the Company and its Subsidiaries shall
become aware; (b) any amendments to any Acquisition Proposal; or (c) any request
for information relating to the Company or any of its Subsidiaries or for access
to the properties, books or records of the Company or any of its Subsidiaries by
any Person that any Representative of the Company and its Subsidiaries knows,
believes or suspects is considering making or has made, an Acquisition Proposal
(each, a "Company Bidder"). Such notice shall include a description of all of
the terms and conditions of any proposal and shall provide such details of the
proposal, request, inquiry or contact as Parent may request, including the
identity of the Company Bidder. The Company shall keep Parent informed on a
current basis of the status of any terms, discussions and negotiations in
respect of each Acquisition Proposal.

7.15.4. Procedures. The Company shall not take any action prohibited by section
7.15.1 unless at the time of the taking of such action the Company shall have;
(a) complied with section 7.15.3; (b) obtained from the Company Bidder a
confidentiality agreement containing provisions substantially similar to those
set forth in section 7.3; (c) delivered via facsimile a copy of such
confidentiality agreement to Parent immediately upon its execution; and (d)
provided Parent with the same information and documents provided to the Company
Bidder at the same time and in the same manner so provided (unless such
information or documents shall have been previously provided to Parent, in which
case the Company shall have provided Parent with a list of the information and
documents provided to the Company Bidder).

7.16.  Procedures following Company Superior Proposal Determination

7.16.1. Notice of Company Superior Proposal Determination. None of the Company,
its Subsidiaries and their Representatives shall accept, approve, recommend or
enter into any agreement in respect of any Acquisition Proposal (other than the
confidentiality agreement contemplated by section 7.15.3) on the basis that it
would constitute a Company Superior Proposal unless: (a) the Company shall have
provided Parent with a copy of the Acquisition Proposal document that the
Company's Board of Directors shall have determined would be a Company Superior
Proposal; and (b) five Business Days shall have elapsed from the later of: (i)
the date Parent shall have received notice of the Company's proposed
determination to accept, approve, recommend or enter into an agreement in
respect of such Acquisition Proposal; and (ii) the date Parent shall have
received a copy of the Acquisition Proposal document.

7.16.2. Opportunity to Bid. During such five Business Day period, the Company
shall afford Parent the opportunity, in Parent's discretion, to offer to amend
the terms of this Agreement and the Arrangement. The Company's Board of
Directors shall convene a meeting to review in good faith any offer made by
Parent to amend the terms of this Agreement and the Arrangement in order to
determine, in its discretion in the exercise of its fiduciary duties, whether
Parent's offer upon acceptance by the Company would result in the Acquisition
Proposal not being a Company Superior Proposal. If the Company's Board of
Directors shall so determine, the Company shall enter into an amended agreement
with Parent reflecting Parent's offer. Each successive material amendment to any
Acquisition Proposal shall constitute a new Acquisition Proposal for the
purposes of this section 7.16 and shall thereby initiate an additional five
Business Day period under this section 7.16.

7.17. Indemnification. (a) From and after the Effective Time, Parent will
provide exculpation and indemnification for each individual who is now or has
been at any time prior to the date hereof or who becomes prior to the Effective
Time, an officer or director of Parent or any Subsidiary of Parent (the
"Indemnified Directors") which is the same as the exculpation and
indemnification provided to the Indemnified Parties by Parent and its
Subsidiaries immediately prior to the Effective Time in the Parent's Articles of
Incorporation and Bylaws or the applicable charter or other organizational
document of such Parent Subsidiary, as in effect on the date hereof; provided,
that such exculpation and indemnification covers actions on or prior to the
Effective Time, including without limitation all transactions contemplated by
this Agreement and the documents and agreements contemplated by this Agreement.

(b) Parent will continue in force and effect after the Effective Time any
indemnification agreements between Parent or any Parent Subsidiary, on the one
hand, and any individual, on the other hand, which was in force and effect
immediately prior to the Effective Time.
<PAGE>

                                      -45-

(c) The provisions of this section 7.17 are intended to be for the benefit of,
and will be enforceable by, each Indemnified Director or other individual
referred to in this section 7.17, his or her heirs or personal representatives
and will be binding on all successors and assigns of Parent and the Company.

(d) In the event that Parent or any of its respective successors or assigns (i)
consolidates with or merges into any other Person and will not be the continuing
or surviving corporation or entity of such consolidation or merger, or (ii)
transfers all or substantially all of its properties and assets to any Person,
then, in each such case the successors and assigns of such entity will assume
the obligations set forth in this section 7.17, which obligations are expressly
intended to be for the irrevocable benefit of, and will be enforceable by, each
Indemnified Director or other individual.

7.18 Tax Opinion. The Company will provide Parent an opinion from Shearman &
Sterling relating to certain U.S. tax matters in form and substance satisfactory
to its counsel.

                                    ARTICLE 8
                       CONDITIONS PRECEDENT TO OBLIGATIONS

8.1. Conditions Precedent to Obligations of Parent. The obligations of Parent to
consummate and to effect the Arrangement and the other transactions contemplated
hereby shall be subject to the satisfaction or waiver on or before the Effective
Time of each of the following conditions all of which may only be waived in
writing by Parent:

8.1.1. Representations and Warranties. The representations and warranties of the
Company in this Agreement shall be true and correct on the date hereof and shall
also be true and correct on and as of the Effective Time with the same force and
effect as if made on and as of the Effective Time except; (a) for changes
specifically contemplated hereby; (b) for representations and warranties that
address matters only as of a particular date (which representations and
warranties shall remain true and correct as of such date); and (c) where the
failure or failures of such representations and warranties to be so true and
correct (without regard to materiality qualifiers contained therein),
individually and in the aggregate, shall not have resulted in a Material Adverse
Effect.

8.1.2. Securityholder Approval. The Arrangement and such other matters as shall
require approval of the securityholders of Parent and the Company in order to
consummate the Arrangement and the other transactions contemplated hereby shall
have been approved and adopted by the securityholders of Parent and the Company
as contemplated by this Agreement.

8.1.3. No Legal Action. There shall not be in effect nor shall there be pending
or threatened any action or proceeding by or before any Governmental Entity that
in the good faith judgment of the Board of Directors of Parent shall have a
reasonable probability of resulting in any temporary restraining order,
preliminary injunction permanent injunction or other order or decree nor shall
there have been any Law enacted, promulgated, issued or deemed applicable to the
Arrangement or any of the other transactions contemplated hereby by any
Governmental Entity or any other action taken by any Governmental Entity that
would prevent or make illegal the consummation of the Arrangement or any of the
other transactions contemplated hereby.

8.1.4. Expiration of Waiting Periods and Related Matters. All waiting periods
required by the HSR Act shall have expired with respect to the transactions
contemplated hereby or early termination with respect thereto shall have been
obtained. The Company shall have filed all notices and information (if any)
required under Part IX of the Competition Act (Canada) and the applicable
waiting periods and any extensions thereof shall have expired or the Company
shall have received an Advance Ruling Certificate pursuant to section 102 of the
Competition Act (Canada) setting out that the Director under such Act is
satisfied that he would not have sufficient grounds on which to apply for an
order in respect of the Arrangement. The Arrangement shall have received the
allowance or approval or deemed allowance or approval by the responsible
Minister under the Investment Canada Act in respect of the Arrangement to the
extent such allowance or approval is required, on terms and conditions
satisfactory to Parent and the Company.
<PAGE>

                                     -46-

8.1.5. Securities Matters. All necessary orders shall have been obtained from
the Commissions and other relevant United States and Canadian securities
regulatory authorities (including the TSE and Nasdaq) in connection with the
Arrangement and the other transactions contemplated hereby including without
limitation, the Interim Order and the Final Order. The Registration Statement
shall have been declared effective under the Securities Act on or before the
Effective Time and the Registration Statement shall not at its effective date or
on the Effective Time be the subject of any stop order or proceedings seeking a
stop order. On the Effective Time the Information Circular shall not be subject
to any similar proceedings commenced or threatened by the Commissions or the
SEC.

8.1.6. Listings. The Parent Common Stock to be issued from time to time after
the Effective Time upon exchange of the Exchangeable Shares and upon exercise of
the Parent Securities shall have been approved for listing on AMEX or Nasdaq's
Small Cap Market or National Market, subject only to notice of issuance.

8.1.7. Voting and Exchange Trust Agreement. All other parties shall have
executed and delivered the Voting and Exchange Trust Agreement.

8.1.8. Support Agreement. All other parties shall have executed and delivered
the Support Agreement.

8.1.9. Global Merger. The Global Merger and related bridge financing shall have
been completed as contemplated.

8.1.10. Covenants and Agreements. The Company shall have performed and complied
in all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by the Company on or before the
Effective Time.

8.1.11. No Material Adverse Change. Since the date of this Agreement, the
Company and its Subsidiaries shall not have experienced a Material Adverse
Effect.

8.1.12. Certificate. Parent shall have received from the Company a certificate
dated the Effective Time in form and substance reasonably satisfactory to Parent
certifying as to the representations and warranties of the Company being true
and complete, unamended and that all covenants and agreements to be fulfilled by
the Company have been so fulfilled.

8.1.13. Opinion of the Company's Canadian Counsel. Parent shall have received an
opinion from Cassels Brock & Blackwell LLP with respect to the Company (but not,
for greater certainty and without limitation, as to tax matters) in form and
substance satisfactory to its counsel.

8.1.14. Fairness Opinion. Parent shall have received a fairness opinion of CIBC
World Markets Corp. with respect to the Exchange Ratio, on terms and conditions
acceptable to Parent.

8.1.15. Comfort Letter. Parent shall have received the First Company Comfort
Letter and the Second Company Comfort Letter.

8.1.16. Certificates and Resolutions. Parent shall have received such other
certificates, resolutions and other documents of the Company as may be
reasonably required in connection with the consummation of the transactions
contemplated hereby, including without limitation, the Articles of Arrangement.

8.1.17. Consents of Third Parties. The Company and its Subsidiaries shall have
received and delivered to Parent all written consents, assignments, waivers,
authorizations or other certificates necessary to provide for the continuation
in full force and effect of all its and their material contracts and leases and
for the Company and its Subsidiaries to consummate the transactions contemplated
hereby (including those set forth in section 3.18.2 of the Company Disclosure
Schedule), except where, in the opinion of Parent, the failure to receive such
consents, assignments, waivers, authorizations or other certificates would not
have a Material Adverse Effect.

8.2. Conditions Precedent to Obligations of the Company. The obligations of the
Company to consummate and to effect the Arrangement and the other transactions
contemplated hereby shall be subject to the satisfaction or
<PAGE>

                                     -47-

waiver on or before the Effective Time of each of the following conditions, any
of which may only be waived in writing by the Company:

8.2.1. Representations and Warranties. The representations and warranties of
Parent and Aviation Subco in this Agreement shall be true and correct on the
date hereof and shall also be true and correct on and as of the Effective Time
with the same force and effect as if made on and as of the Effective Time
except; (a) for changes specifically contemplated hereby; (b) for
representations and warranties that address matters only as of a particular date
(which representations and warranties shall remain true and correct as of such
date); and (c) where the failure or failures of such representations and
warranties to be so true and correct (without regard to materiality qualifiers
contained therein), individually and in the aggregate, shall not have resulted
in a Material Adverse Effect.

8.2.2. Securityholder Approval. The Arrangement and such other matters as shall
require approval of the securityholders of Parent and the Company in order to
consummate the Arrangement and the other transactions contemplated hereby shall
have been approved and adopted by the securityholders of Parent and the Company
as contemplated by this Agreement.

8.2.3. No Legal Action. There shall not be in effect nor shall there be pending
or threatened any action or proceeding by or before any Governmental Entity that
in the good faith judgment of the Board of Directors of the Company shall have a
reasonable probability of resulting in any temporary restraining order,
preliminary injunction permanent injunction or other order or decree nor shall
there have been any Law enacted, promulgated, issued or deemed applicable to the
Arrangement or any of the other transactions contemplated hereby by any
Governmental Entity or any other action taken by any Governmental Entity that
would prevent or make illegal the consummation of the Arrangement or any of the
other transactions contemplated hereby.

8.2.4. Expiration of Waiting Periods and Related Matters. All waiting periods
required by the HSR Act shall have expired with respect to the transactions
contemplated hereby or early termination with respect thereto shall have been
obtained. The Company shall have filed all notices and information (if any)
required under Part IX of the Competition Act (Canada) and the applicable
waiting periods and any extensions thereof shall have expired or the Company
shall have received an Advance Ruling Certificate pursuant to section 102 of the
Competition Act (Canada) setting out that the Director under such Act is
satisfied that he would not have sufficient grounds on which to apply for an
order in respect of the Arrangement. The Arrangement shall have received the
allowance or approval or deemed allowance or approval by the responsible
Minister under the Investment Canada Act in respect of the Arrangement to the
extent such allowance or approval is required, on terms and conditions
satisfactory to Parent and the Company.

8.2.5. Securities Matters. All necessary orders shall have been obtained from
the Commissions and other relevant United States and Canadian securities
regulatory authorities (including the TSE and Nasdaq) in connection with the
Arrangement and the other transactions contemplated hereby including, without
limitation, the Interim Order and the Final Order. The Registration Statement
shall have been declared effective under the Securities Act on or before the
Effective Date and the Registration Statement shall not at its effective date or
on the Closing Date be the subject of any stop order or proceedings seeking a
stop order. On the Closing Date the Information Circular shall not be subject to
any similar proceedings commenced or threatened by the Commissions or the SEC.

8.2.6. Listings. The Parent Common Stock to be issued from time to time after
the Effective Time upon exchange of the Exchangeable Shares and upon exercise of
the Parent Securities shall have been approved for listing on AMEX or Nasdaq's
Small Cap Market or National Market, subject only to notice of issuance and the
Exchangeable Shares shall have been approved for listing on the TSE.

8.2.7. Voting and Exchange Trust Agreement. All other parties shall have
executed and delivered the Voting and Exchange Trust Agreement.

8.2.8. Support Agreement. All other parties shall have executed and delivered
the Support Agreement.

8.2.9. Global Merger. The Global Merger and related bridge financing shall have
been completed.
<PAGE>

                                     -48-

8.2.10. Covenants and Agreements. Parent and Aviation Subco shall have performed
and complied in all material respects with all covenants and agreements required
by this Agreement to be performed or complied with by Parent and Aviation Subco
on or before the Effective Time.

8.2.11. No Matreial Adverse Change.  Since the date of this Agreement, Parent
and its Subsidiaries shall not have experienced a Material Adverse Effect.

8.2.12. Certificate. The Company shall have received from Parent a certificate
dated the Effective Time in form and substance reasonably satisfactory to the
Company certifying as to the representations and warranties of Parent and
Aviation Subco being true and complete, unamended and that all covenants and
agreements to be fulfilled by Parent and Aviation Subco have been so fulfilled.

8.2.13. Opinion of Parent Counsel. The Company shall have received an opinion
from Jenkens & Gilchrist, a Professional Corporation, with respect to Parent in
form and substance satisfactory to its counsel.

8.2.14. Fairness Opinion. The Company shall have received a fairness opinion of
Wellington West Capital Inc. with respect to the Exchange Ratio, on terms and
conditions acceptable to the Company.

8.2.15. Comfort Letter. The Company shall have received the First Parent Comfort
Letter and the Second Parent Comfort Letter.

8.2.16. Certificates and Resolutions. The Company shall have received such other
certificates, resolutions and other documents of Parent and Aviation Subco as
may be reasonably required in connection with the consummation of the
transactions contemplated hereby, including without limitation, the Certificate
of Designation creating the Special Voting Share.

8.2.17. Dissent Rights. On or prior to the Effective Time, the Company shall not
have received notice from the holders of more than five percent of the issued
and outstanding Company Common Shares of their intention to exercise their
rights of dissent with respect to the Arrangement.

8.2.18. Consents of Third Parties. Parent and its Subsidiaries shall have
received and delivered to the Company all written consents, assignments,
waivers, authorizations or other certificates necessary to provide for the
continuation in full force and effect of all its and their material contracts
and leases and for Parent and its Subsidiaries to consummate the transactions
contemplated hereby (including those set forth in section 4.18.2 of the Parent
Disclosure Schedule), except where, in the opinion of the Company, the failure
to receive such consents, assignments, waivers, authorizations or other
certificates would not have a Material Adverse Effect.

                                    ARTICLE 9

                                   TERMINATION

9.1. Termination. This Agreement may be terminated at any time on or before the
Effective Time, whether before or after approval of the transactions
contemplated hereby by the securityholders entitled to vote of the Company or of
Parent, as follows:

9.1.1. By mutual written agreement of Parent and the Company;

9.1.2. By Parent, if there shall have been a material breach of any
representation, warranty, covenant or agreement set forth in this Agreement on
the part of the Company or if any representation or warranty of the Company
shall have become untrue in any material respect and the Company shall have
failed to cure such breach within 10 Business Days after written notice thereof
to the Company.

9.1.3. By the Company, if there shall have been a material breach of any
representation, warranty, covenant or agreement set forth in this Agreement on
the part of Parent or Aviation Subco or if any representation or warranty of
Parent or Aviation Subco shall have become untrue in any material respect and
Parent shall have failed to cure such breach within 10 Business Days after
written notice thereof to Parent.
<PAGE>

                                     -49-

9.1.4. By either Party if the Arrangement and the other transactions
contemplated hereby shall not have been consummated on or before 5:00 p.m.,
Toronto time on September 30, 2000. If the Arrangement and the other
transactions contemplated hereby shall not have been consummated solely due to
the waiting period (or any extension thereof) under the HSR Act, the Investment
Canada Act or the Competition Act (Canada), then such date shall be extended to
December 31, 2000. The right to terminate this Agreement under this section
9.1.4 shall not be available to any Party whose failure to fulfil any material
obligation under this Agreement shall have been the cause of or shall have
resulted in the failure of the Effective Time to occur on or before such date.

9.1.5. By either Party if the shareholders of the Company or the securityholders
of the Company as contemplated by section 2.10 or the shareholders of Parent
shall not approve the Arrangement and all such other matters as shall require
approval of their respective securityholders in order to consummate the
Arrangement and the other transactions contemplated hereby.

9.1.6. By either Party if; (a) a final, non-appealable order shall have been
entered in any action or proceeding before any Governmental Entity that shall
prevent or make illegal the consummation of the Arrangement or any of the other
transactions contemplated hereby; (b) there shall be any final action taken or
any Law enacted, promulgated, issued or deemed applicable to the Arrangement or
any of the other transactions contemplated hereby by any Governmental Entity
that would prevent or make consummation of the Arrangement or any of such other
transactions illegal; or (c) the Interim Order or the Final Order shall not be
received by the Company as contemplated herein.

9.1.7. By the Company, prior to the approval of the transactions contemplated
hereby by the shareholders entitled to vote of the Company, if, after the
Company's Board of Directors shall have determined that an Acquisition Proposal
is a Company Superior Proposal; (a) the Company shall have complied with
sections 7.15 and 7.16; (b) the Company's Board of Directors shall thereafter
conclude in good faith that the Acquisition Proposal is a Company Superior
Proposal; and (c) the Company shall have paid to Parent the Termination Fee
required by section 9.4.1.

9.1.8. By Parent, prior to the approval of the transactions contemplated hereby
by the securityholders entitled to vote of Parent, if, after Parent's Board of
Directors shall have determined that an Acquisition Proposal is a Parent
Superior Proposal: (a) Parent shall have complied with sections 7.13 and 7.14;
(b) Parent's Board of Directors shall thereafter conclude in good faith that the
Acquisition Proposal is a Parent Superior Proposal; and (c) Parent shall have
paid to the Company the Termination Fee required by section 9.4.2.

9.2. Notice of Termination. Any termination of this Agreement pursuant to
section 9.1, other than pursuant to section 9.1.1 shall be effected by the
delivery of written notice of termination by the terminating Party to the other
Party, which notice shall state the grounds for termination and the subsection
of section 9.1 pursuant to which such terminating Party shall be terminating
this Agreement.

9.3. Effect of Termination. If either Parent or the Company shall terminate this
Agreement pursuant to section 9.1 and the terminating Party shall have provided
the notice required under section 9.2, this Agreement shall forthwith become
null and void and have no effect save and except for Articles 1, 9 and 10 and
sections 7.4, 7.5 and 7.6 and there shall be no liability or obligation under
this Agreement on the part of Parent, Aviation Subco or the Company or their
respective Representatives, save and except that: (a) the provisions of section
7.5, this Article 9 and Article 10 (and any defined terms used therein) shall
survive any such termination; and (b) no Party shall be released or relieved
from any liability to the extent that such termination shall result from the
breach by such Party of any of its representations, warranties, covenants or
agreements in this Agreement.
<PAGE>

                                     -50-

9.4. Termination Fee or Expenses

9.4.1. If this Agreement shall be terminated pursuant to section 9.1.2 or 9.1.7
(unless such action is a direct result of and in direct response to a material
breach by Parent of any representation, warranty, covenant or agreement set
forth in this Agreement or the occurrence of a Parent Material Adverse Effect),
the Company shall pay to Parent a cash termination fee of $1,000,000 (the
"TERMINATION FEE") at the time of such termination. Neither Party may enter into
any agreement providing for an Acquisition Proposal unless, prior thereto, this
Agreement is terminated in accordance with its terms and the required
Termination Fee is paid or otherwise provided for.

9.4.2. If this Agreement shall be terminated pursuant to section 9.1.3 or 9.1.8
(unless such action is a direct result of and in direct response to a material
breach by the Company of any representation, warranty, covenant or agreement set
forth in this Agreement or the occurrence of a Company Material Adverse Effect),
then Parent shall pay to the Company the Termination Fee at the time of such
termination.

9.4.3. Any Termination Fee payable pursuant to this section 9.4 shall be paid
not later than two Business Days after the delivery of written notice of
termination pursuant to section 9.2. Payment shall be made by wire transfer of
immediately available funds to an account designated by the payee.

9.4.4. If this Agreement shall be terminated pursuant to section 9.1.5 by either
Party because the shareholders of the other Party shall have failed to approve
the Arrangement and such other matters as shall require approval in order to
consummate the Arrangement and the other transactions contemplated hereby, then
the other Party shall pay such terminating Party an amount equal to such Party's
out-of-pocket costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby (the "Termination Expenses").

9.4.5. Parent and the Company agree that it may be difficult and impractical to
measure in money the damages that will accrue upon the termination of this
Agreement pursuant to any provision of section 9.1 that shall require the
payment of a Termination Fee or the Termination Expenses pursuant to this
section 9.4. Accordingly, Parent and the Company agree that payment of any
Termination Fee or Termination Expenses payable pursuant to this section 9.4
(together with any other amounts payable pursuant to this section 9.4) shall:
(a) constitute liquidated damages and not a penalty; (b) be the sole and
exclusive remedy of the payee of the Termination Fee or Termination Expenses for
the breach of any representation, warranty, covenant or agreement in this
Agreement by the payor; and (c) constitute an irrevocable waiver and release by
the payee of any other remedy against the payor for the breach of any
representation, warranty, covenant or agreement in this Agreement by the payor.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1. Survival of Representations and Warranties. The representations and
warranties of Parent, Aviation Subco and the Company in this Agreement shall
terminate as of the Effective Time.

10.2. Amendments and Supplements. This Agreement may be amended by the Parties
in writing by action of their respective Boards at any time before or after any
applicable securityholder approvals are obtained and prior to the filing of the
Articles of Arrangement; provided, however, that, after such applicable
securityholder approvals are obtained, no such amendment, modification or
supplement will be made which by Law requires the further approval of
stockholders without obtaining such further approval.

10.3. Waiver. The terms and conditions of this Agreement may be waived only by a
written instrument signed by the Party waiving compliance. The failure of any
Party hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision nor in any way
to affect the validity of this Agreement or any part hereof or the right of such
Party thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be construed to be a
waiver of any other or subsequent breach or non-compliance.
<PAGE>

                                     -51-

10.4. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein.

10.5. Notice. All notices and other communications hereunder shall be in writing
and shall be deemed given to a Party if sent by facsimile transmission with
confirmation of transmission, sent via a reputable overnight delivery service
with confirmation of receipt requested, to the Party at the following address
and facsimile number (or at such other address or facsimile number for the Party
as the Party shall specify by like notice) and shall be deemed given on the date
of confirmation of receipt or transmission:

       To Parent or Aviation Subco:

             Aviation Group, Inc.
             700 North Pearl Street
             Suite 2170
             Dallas, Texas 75201
             Attention:  Lee B. Sanders
             Facsimile number: (214) 922-9242

       With copies to:

             Jenkens & Gilchrist, PC
             1445 Ross Avenue
             Suite 3200
             Dallas, Texas 75202-2799
             Attention:  Daryl B. Robertson, Esq
             Facsimile number: (214) 855-4300

       To the Company:

             travelbyus.com Ltd.
             204-3237 King George Highway
             White Rock, British Columbia  V4P 1B7
             Attention:  Bill Kerby
             Facsimile number:  (604) 541-2450

       With a copy to:

             Cassels Brock & Blackwell LLP
             Scotia Plaza, Suite 2100
             40 King Street West
             Toronto, Ontario M5H 3C2
             CANADA
             Attention: John H. Craig
             Facsimile number: (416) 360-8877

      and
<PAGE>

                                     -52-

             Shearman & Sterling
             Commerce Court West
             199 Bay Street, Suite 4405
             P.O. Box 247
             Toronto, Ontario M5L 1E8
             CANADA
             Attention: Bruce Czachor
             Facsimile number: (416) 360-2958

10.6. Entire Agreement. This Agreement, the Company Disclosure Schedule, the
Parent Disclosure Schedule and the other documents, instruments and agreements
among the Parties and referred to herein constitute the entire agreement among
the Parties with respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral, among the Parties
with respect to the subject matter hereof. Each Party acknowledges that in
entering into this Agreement and completing the transactions contemplated hereby
such Party is not relying on any representation, warranty, covenant or agreement
not expressly stated in this Agreement or in the schedules, documents and
instruments and other agreements among the Parties and referred to herein.

10.7. Binding Effect; Assignability. This Agreement shall be binding upon and
shall enure to the benefit of the Parties and their respective successors and
permitted assigns. This Agreement is not intended to confer upon any Person
other than the Parties (and such Parties' respective successors and permitted
assigns) any rights or remedies hereunder. Neither this Agreement nor any of the
rights and obligations of the Parties hereunder shall be assigned or delegated,
whether by operation of law or otherwise without the written consent of all
Parties.

10.8. Interpretation. The headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of any provision of this
Agreement. The word "include" and its derivatives when used in this Agreement
shall be deemed to be followed by the words "without limitation." The Parties
agree that they have been represented by counsel during the negotiation and
execution of this Agreement and therefore waive the application of any Law,
holding or rule of construction providing that ambiguities in an agreement or
other document shall be construed against the party that drafted such agreement
or document.

10.9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, each of which shall remain in full force and effect.

10.10. Counterparts. This Agreement may be executed in one or more counterparts
by original or telefacsimile signature, all of which together shall constitute
one and the same agreement and shall become effective when one or more
counterparts shall have been signed by each Party and delivered to the other
Parties, it being understood that all Parties need not sign the same
counterpart.

IN WITNESS WHEREOF the Parties have caused this Arrangement Agreement to be
executed as an agreement under seal as of the date first above written.

                                          AVIATION GROUP, INC.

                                          Per: /s/ RICHARD L. MORGAN
                                              ----------------------------------


                                          AVIATION GROUP CANADA LTD.

                                          Per: /s/ RICHARD L. MORGAN
                                              ----------------------------------
<PAGE>

                                     -53-

                                          TRAVELBYUS.COM LTD.

                                          Per: /s/ BILL R. KERBY
                                              ----------------------------------
<PAGE>

                                                                      APPENDIX B

                               PLAN OF ARRANGEMENT
<PAGE>

                              PLAN OF ARRANGEMENT
                               UNDER SECTION 182
                   OF THE BUSINESS CORPORATIONS ACT, ONTARIO
                  INVOLVING AND AFFECTING TRAVELBYUS.COM LTD.
                     AND THE HOLDERS OF ITS COMMON SHARES
                             OPTIONS AND WARRANTS

                                   ARTICLE 1
                                INTERPRETATION

Section 1.1   DEFINITIONS. In this Plan of Arrangement unless there is something
in the subject matter or context inconsistent therewith, the following terms
shall have the respective meanings set out below and grammatical variations of
such terms shall have corresponding meanings:

"ARRANGEMENT" means the arrangement under section 182 of the OBCA on the terms
and subject to the conditions set out in this Plan of Arrangement, subject to
any amendments thereto made; (i) pursuant to the Arrangement Agreement; (ii) in
accordance with section 6.1 hereof; or (iii) at the direction of the Court in
the Final Order.

"ARRANGEMENT AGREEMENT" means the agreement by and among Parent, Aviation Subco
and the Company, dated as of May 3, 2000, as amended and restated from time to
time, providing for, among other things, this Plan of Arrangement and the
Arrangement.

"ARRANGEMENT RESOLUTION" means the special resolution passed by the holders of
the Company Common Shares at the Meeting.

"AUTOMATIC REDEMPTION DATE" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"AVIATION SUBCO" means Aviation Group Canada Ltd.

"BUSINESS DAY" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"COMPANY" means travelbyus.com ltd.

"COMPANY COMMON SHARES" means common shares in the capital of the Company.

"COMPANY SECURITIES" means those securities listed in Exhibit "B" attached
hereto.

"COURT" means the Ontario Court of Justice (General Division).

"DEPOSITARY" means Montreal Trust Company at its principal transfer office in
Toronto, Ontario.

"DIRECTOR" means the Director appointed under the OBCA.

"DISSENT PROCEDURES" has the meaning set out in section 3.1.

"EFFECTIVE TIME" means 12:01 a.m. (Toronto time) on the date and time upon which
the Articles of Arrangement shall be duly certified and filed with the Director
under the OBCA.

"EXCHANGE PUT RIGHT" has the meaning ascribed thereto in section 5.3.

"EXCHANGE RATIO" means the ratio of exchange of Exchangeable Shares for Company
Common Shares, as determined under the Arrangement Agreement, being one
Exchangeable Share for each one Company Common Share, subject to adjustment as
provided in the Arrangement Agreement.
<PAGE>

                                       3

"EXCHANGEABLE SHARE CONSIDERATION" has the meaning ascribed thereto in the
Exchangeable Share Provisions.

"EXCHANGEABLE SHARE PRICE" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"EXCHANGEABLE SHARE PROVISIONS" means the rights, privileges, restrictions and
conditions attaching to the Exchangeable Shares, which are set forth in Exhibit
"A" attached hereto.

"EXCHANGEABLE SHARES" means the Exchangeable Shares in the capital of the
Company provided for in this Plan of Arrangement.

"FINAL ORDER" means the final order of the Court approving the Arrangement.

"LIQUIDATION CALL PURCHASE PRICE" has the meaning ascribed thereto in section
5.1.

"LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in section 5.1.

"LIQUIDATION DATE" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"MEETING" means the special meeting of the shareholders of the Company to be
held to consider this Plan of Arrangement.

"OBCA" means the Business Corporations Act, Ontario.

"OPTIONS" means all options to purchase Company Common Shares outstanding as at
the Effective Time.

"OPTIONHOLDERS" means holders of Options.

"PARENT" means Aviation Group, Inc.

"PARENT COMMON STOCK" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"REDEMPTION CALL PURCHASE PRICE" has the meaning ascribed thereto in section
5.2.

"REDEMPTION CALL RIGHT" has the meaning ascribed thereto in section 5.2.

"SUBSIDIARY" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"TRANSFER AGENT" means the duly appointed transfer agent for the time being of
the Exchangeable Shares and if there is more than one such transfer agent then
the principal Canadian agent.

"VOTING AND EXCHANGE TRUST AGREEMENT" means the agreement among Parent, Aviation
Subco, the Company and the Trustee named therein to be dated as of the Effective
Time and provided for in the Arrangement Agreement, as amended from time to
time.

"WARRANTS" means the warrants to purchase Company Common Shares forming part of
the Company Securities.

"WARRANTHOLDERS" means holders of Warrants.
<PAGE>

                                       4

Section 1.2   SECTIONS, HEADINGS AND APPENDIXES. The division of this Plan of
Arrangement into sections and the insertion of headings are for reference
purposes only and shall not affect the interpretation of this Plan of
Arrangement. Unless otherwise indicated, any reference in this Plan of
Arrangement to a section or a Schedule refers to the specified section of or
Schedules to this Plan of Arrangement. The Schedules are incorporated herein and
are part hereof.

Section 1.3   NUMBER, GENDER AND PERSONS. In this Plan of Arrangement, unless
the context otherwise requires, words importing the singular number include the
plural and vice versa, words importing any gender include all genders and words
importing persons include individuals, bodies corporate, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind.

Section 1.4   DATE FOR ANY ACTION. In the event that any date on or by which any
action is required or permitted to be taken hereunder is not a Business Day,
such action shall be required or permitted to be taken on or by the next
succeeding day which is a Business Day.

Section 1.5   CURRENCY. Unless otherwise expressly stated herein, all references
to currency and payments in cash or money in this Plan of Arrangement are to
United States dollars.

Section 1.6   STATUTORY REFERENCES. Any reference in this Plan of Arrangement to
a statute includes such statute as amended, consolidated or re-enacted from time
to time, all regulations made thereunder, all amendments to such regulations
from time to time, and any statute or regulation which supersedes such statute
or regulations.

                                    ARTICLE 2
                                   ARRANGEMENT

Section 2.1   ARRANGEMENT. At the Effective Time, the following reorganization
of capital and other transactions shall occur and shall be deemed to occur in
the following order without any further act or formality and shall become
effective at, and be binding at and after, the Effective Time on: (i) Parent and
Aviation Subco; (ii) the Company; (iii) all holders of Company Common Shares;
(iv) all holders of Exchangeable Shares; and (v) all holders of Company
Securities:

      (a)     The Articles of Incorporation of the Company shall be amended to
              create and authorize an unlimited number of Exchangeable Shares
              and one Class X Preferred Share.

      (b)     The Company shall issue to Aviation Subco one Class X Preferred
              Share in consideration for the payment by Aviation Subco to the
              Company of an amount equal to the fair market value, as determined
              by the board of directors of the Company, of one Company Common
              Share. No certificate shall be issued in respect of the Class X
              Preferred Share.

      (c)     Each Company Common Share (other than Company Common Shares held
              by holders who have exercised their rights of dissent in
              accordance with section 3.1 hereof and who are ultimately entitled
              to be paid the fair value for such shares and other than Company
              Common Shares held by Parent, Aviation Subco or any Subsidiary
              thereof) will be exchanged at the Exchange Ratio for a number of
              Exchangeable Shares, and each such holder thereof will receive a
              whole number of Exchangeable Shares resulting therefrom.

      (d)     Upon the exchange referred to in subsection (c) above, each such
              holder of a Company Common Share shall cease to be such a holder,
              shall have his name removed from the register of holders of
              Company Common Shares and shall become a holder of the number of
              fully paid Exchangeable Shares to which he is entitled as a result
              of the exchange referred to in subsection (c) and such holder's
              name shall be added to the register of holders of Exchangeable
              Shares accordingly.

      (e)     The aggregate stated capital of the Exchangeable Shares shall be
              equal to the aggregate stated capital immediately prior to the
              Effective Time of the Company Common Shares which are exchanged
              pursuant to such subsection 2.1(c) above, thereby excluding the
              stated capital attributable to the fractional shares for which
              payment is made as contemplated in subsection (c) above.
<PAGE>

                                       5

      (f)     The Articles of Incorporation of the Company shall be amended to
              reduce the number of authorized Company Common Shares to one and
              the rights, privileges, restrictions and conditions attaching to
              the Company Common Share shall be changed and restated as set
              forth in Exhibit "A".

      (g)     The one outstanding Class X Preferred Share will be exchanged for
              one fully-paid and non-assessable Company Common Share and the
              holder thereof shall cease to be a holder of the Class X Preferred
              Share, shall have its name removed from the register of holders of
              the Class X Preferred Share and shall become a holder of the
              Company Common Share to which it is entitled as a result of the
              exchange referred to in this subsection (g) and such holder's name
              shall be added to the register as holder of the Company Common
              Share accordingly.

      (h)     The stated capital of the one Company Common Share shall be equal
              to the stated capital of the one Class X Preferred Share
              immediately prior to the exchange contemplated in subsection (g).

      (i)     The Articles of Incorporation of the Company shall be amended to
              delete the Class X Preferred Share and the authorized but unissued
              Class of Preferred Shares in the capital of the Company from the
              authorized share capital so that, after giving effect to the
              foregoing provisions of this section 2.1, the authorized capital
              of the Company shall consist of an unlimited number of
              Exchangeable Shares having the rights, privileges, restrictions
              and conditions set forth in Exhibit "A" attached hereto and one
              Common Share having the rights, privileges, restrictions and
              conditions set forth in Exhibit "A" attached hereto.

      (j)     Each of the then outstanding Options, with the consent of each
              Optionholder, shall be converted into an option issued under
              Parent's 1997 Stock Option Plan to purchase the number of shares
              of Parent Common Stock equal to the number determined by
              multiplying the number of Company Common Shares subject to such
              Option at the Effective Time by the Exchange Ratio, at an exercise
              price per share of Parent Common Stock equal to the exercise price
              per share of such Option immediately prior to the Effective Time
              divided by the Exchange Ratio and converted from Canadian dollars
              to U.S. dollars at the noon spot exchange rate announced by the
              Bank of Canada on the third Business Day immediately preceding the
              Effective Time. If the foregoing calculation results in an
              exchanged Option being exercisable for a fraction of a share of
              Parent Common Stock, then the number of shares of Parent Common
              Stock subject to such Option shall be rounded down to the nearest
              whole number of shares and the exercise price per whole share of
              Parent Common Stock will be as determined above. The Options as so
              converted shall be further modified as necessary to effect such
              conversion. The term, exercisability and vesting schedule of the
              Options will otherwise be unchanged by the provisions of this
              subsection (j) and shall operate in accordance with their terms.
              The Options will be subject to the terms and conditions of
              Parent's 1997 Stock Option Plan. The obligations of the Company
              under the Options as so converted shall be assumed by Parent.

      (k)     Each of the then outstanding Warrants will be deemed to be
              exercisable for Exchangeable Shares without any further action on
              the part of any Warrantholder.

                                    ARTICLE 3
                                RIGHTS OF DISSENT

Section 3.1   RIGHTS OF DISSENT. Holders of Company Common Shares may exercise
rights of dissent with respect to such shares pursuant to and in the manner set
forth in section 185 of the OBCA and this section 3.1 (the "DISSENT PROCEDURES")
in connection with the Arrangement, provided that, notwithstanding section 185
of the OBCA, the written objection to the Arrangement Resolution referred to in
section 185 of the OBCA must be received by the Company not later than 5:00 p.m.
(Toronto time) on the Business Day preceding the Meeting. Holders of Company
Common Shares who duly exercise such rights of dissent and who:

      (a)     are ultimately entitled to be paid fair value for their Company
              Common Shares shall be deemed to have transferred such Company
              Common Shares to the Company for cancellation at the Effective
              Time; or
<PAGE>

                                       6

      (b)     are ultimately not entitled, for any reason, to be paid the fair
              value for their Company Common Shares shall be deemed to have
              participated in the Arrangement on the same basis as any non
              dissenting holder of Company Common Shares;

but in no case shall the Company or any other person be required to recognize
such holders as holders of Company Common Shares on and after the Effective Time
and the names of such persons shall be deleted from the registers of holders of
Company Common Shares as at the Effective Time.

                                    ARTICLE 4
                       CERTIFICATES AND FRACTIONAL SHARES

Section 4.1   ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or
promptly after the Effective Time, the Company shall deposit with the
Depositary, for the benefit of the holders of Company Common Shares exchanged
pursuant to subsection 2.1(c), certificates representing the Exchangeable Shares
issued pursuant to subsection 2.1(c) upon the exchange. Upon surrender to the
Depositary of a certificate which immediately prior to the Effective Time
represented outstanding Company Common Shares together with such other documents
and instruments as would have been required to effect the transfer of the shares
formerly represented by such certificate under the OBCA and the by-laws of the
Company and such additional documents and instruments as the Depositary may
reasonably require, the holder of such surrendered certificate shall be entitled
to receive in exchange therefor, and the Depositary shall deliver to such
holder, a certificate representing that number (rounded down to the nearest
whole number) of Exchangeable Shares which such holder has the right to receive
(together with any dividends or distributions with respect thereto pursuant to
section 4.2) and the certificate so surrendered shall forthwith be cancelled. In
the event of a transfer of ownership of Company Common Shares which is not
registered in the transfer records of the Company, a certificate representing
the proper number of Exchangeable Shares may be issued to a transferee if the
certificate representing such Company Common Shares is presented to the
Depositary, accompanied by all documents required to evidence and effect such
transfer. Until surrendered as contemplated by this section 4.1, each
certificate which immediately prior to the Effective Time represented
outstanding Company Common Shares, shall be deemed at any time after the
Effective Time, but subject to section 4.5, to represent only the right to
receive upon such surrender; (a) the certificate representing Exchangeable
Shares as contemplated by this section 4.1; and (b) any dividends or
distributions with a record date after the Effective Time theretofor paid or
payable with respect to Exchangeable Shares as contemplated by section 4.2.

Section 4.2   DISTRIBUTIONS WITH RESPECT TO UNSURRENDERED CERTIFICATES. No
dividends or other distributions declared or made after the Effective Time with
respect to Exchangeable Shares with a record date after the Effective Time shall
be paid to the holder of any formerly outstanding Company Common Shares which
were exchanged pursuant to section 2.1, unless and until the certificate
representing such shares shall be surrendered in accordance with section 4.1.
Subject to applicable law and to section 4.5, at the time of such surrender of
any such certificate, there shall be paid to the holder of the Exchangeable
Shares resulting from exchange, in all cases without interest, the amount of
dividends or other distributions with a record date after the Effective Time
theretofor paid with respect to such Exchangeable Shares, the amount of
dividends or other distributions with a record date after the Effective Time but
prior to surrender.

Section 4.3   NO FRACTIONAL SHARES. No certificates or scripts representing
fractional Exchangeable Shares, if applicable, shall be issued upon the
surrender for exchange of certificates pursuant to section 4.1 and such
fractional interests shall not entitle the owner thereof to vote or to possess
or exercise any rights as a security holder of the Company. If applicable, all
fractions shall be rounded down to the next lowest number.

Section 4.4   LOST CERTIFICATES. If any certificate which immediately prior to
the Effective Time represented outstanding Company Common Shares which were
exchanged pursuant to section 2.1 has been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming such certificate to
be lost, stolen or destroyed, the Depositary will issue in exchange for such
lost, stolen or destroyed certificate, certificates representing Exchangeable
Shares (and any dividends or distributions with respect thereto) deliverable in
respect thereof as determined in accordance with section 2.1. When authorizing
such payment in exchange for any lost, stolen or destroyed certificate, the
person to whom certificates representing Exchangeable Shares are to be issued
shall, as a condition precedent to the issuance thereof, give a bond
satisfactory to the Company, Parent, Aviation Subco and the Transfer Agent, as
the case may be, in such sum as the Company may direct, or otherwise indemnify
the Company, Parent, Aviation Subco and the
<PAGE>

                                       7

Transfer Agent in a manner satisfactory to the Company, Parent, Aviation Subco
and the Transfer Agent against any claim that may be made against the Company,
Parent, Aviation Subco or the Transfer Agent with respect to the certificate
alleged to have been lost, stolen or destroyed.

Section 4.5   EXTINGUISHMENT OF RIGHTS. Any certificate which immediately prior
to the Effective Time represented outstanding Company Common Shares which was
exchanged pursuant to section 2.1 and has not been deposited, with all other
instruments required by section 4.1, on or prior to January 1, 2003 shall cease
to represent a claim or interest of any kind or nature as a shareholder of the
Company. On such date, the Exchangeable Shares to which the former registered
holder of the certificate referred to in the preceding sentence was ultimately
entitled shall be deemed to have been surrendered to the Company, together with
all entitlements to dividends, distributions and interest thereon held for such
former registered holder, for no consideration and shall thereupon be cancelled
and the name of the former registered holder shall be removed from the register
of holders of such shares.

Section 4.6   WITHHOLDING RIGHTS. The Company, Parent, Aviation Subco and the
Depositary shall be entitled to deduct and withhold from any dividend or
consideration otherwise payable to any holder of Company Common Shares or
Exchangeable Shares such amounts as the Company, Parent, Aviation Subco or the
Depositary is required or permitted to deduct and withhold with respect to such
payment under the Income Tax Act (Canada), the United States Internal Revenue
Code of 1986 or any provision of provincial, state, local or foreign tax law, in
each case, as amended. To the extent that amounts are so withheld, such withheld
amounts shall be treated for all purposes hereof as having been paid to the
holder of the shares in respect of which such deduction and withholding was
made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amount so required or
permitted to be deducted or withheld from any payment to a holder exceeds the
cash portion of the consideration otherwise payable to the holder, the Company,
Parent, Aviation Subco and the Depositary are hereby authorized to sell or
otherwise dispose of such portion of the consideration as is necessary to
provide sufficient funds to the Company, Parent, Aviation Subco or the
Depositary, as the case may be, to enable it to comply with such deduction or
withholding requirement and the Company, Parent, Aviation Subco or the
Depositary shall notify the holder thereof and remit any unapplied balance of
the net proceeds of such sale.

                                   ARTICLE 5
                 CERTAIN RIGHTS AND OBLIGATIONS OF PARENT AND
                 AVIATION SUBCO TO ACQUIRE EXCHANGEABLE SHARES

Section 5.1   PARENT AND AVIATION SUBCO LIQUIDATION CALL RIGHT.

      (a)     Parent and Aviation Subco (as they shall determine) shall have the
              overriding right (the "LIQUIDATION CALL RIGHT"), in the event of
              and notwithstanding the proposed liquidation, dissolution or
              winding-up of the Company as referred to in Article 5 of the
              Exchangeable Share Provisions, to purchase from all but not less
              than all of the holders (other than Parent, Aviation Subco and any
              Subsidiary thereof) of Exchangeable Shares on the Liquidation Date
              all but not less than all of the Exchangeable Shares held by such
              holders on payment by Parent or Aviation Subco, as the case may
              be, to each holder of Exchangeable Shares, the Exchangeable Share
              Price applicable on the last Business Day prior to the Liquidation
              Date (the "LIQUIDATION CALL PURCHASE PRICE"). In the event of the
              exercise of the Liquidation Call Right by Parent or Aviation
              Subco, each holder shall be obligated to sell all of the
              Exchangeable Shares held by the holder to Parent or Aviation
              Subco, as the case may be, on the Liquidation Date on payment by
              Parent or Aviation Subco to the holder of the Liquidation Call
              Purchase Price for each such share.

      (b)     To exercise the Liquidation Call Right, Parent or Aviation Subco
              must notify the Transfer Agent in writing, as agent for the
              holders of Exchangeable Shares, and the Company of its intention
              to exercise such right at least 20 days before the Liquidation
              Date in the case of a voluntary liquidation, dissolution or
              winding-up of the Company and at least five Business Days before
              the Liquidation Date in the case of an involuntary liquidation,
              dissolution or winding-up of the Company. Parent or Aviation
              Subco, as the case may be, shall also notify the Transfer Agent
              accordingly if they do not intend to exercise the Liquidation Call
              Right. The Transfer Agent shall notify the holders of Exchangeable
              Shares as to whether or not Parent or Aviation Subco have
              exercised the Liquidation
<PAGE>

                                       8

              Call Right forthwith after the expiry of the date by which the
              same may be exercised by Parent or Aviation Subco. If neither
              Parent nor Aviation Subco exercise the Liquidation Call Right, on
              the Liquidation Date the Company will purchase and the holders
              will sell all of the Exchangeable Shares then outstanding for a
              price per share equal to the Liquidation Call Purchase Price.

      (c)     For the purposes of completing the purchase of the Exchangeable
              Shares pursuant to the Liquidation Call Right, Parent or Aviation
              Subco, as the case may be, shall deposit with the Transfer Agent,
              on or before the Liquidation Date, the Exchangeable Share
              Consideration representing the total Liquidation Call Purchase
              Price. Provided that such Exchangeable Share Consideration has
              been so deposited with the Transfer Agent, on and after the
              Liquidation Date the right of each holder of Exchangeable Shares
              will be limited to receiving such holder's proportionate part of
              the total Liquidation Call Purchase Price payable by Parent or
              Aviation Subco, as the case may be, without interest upon
              presentation and surrender by the holder of certificates
              representing the Exchangeable Shares held by such holder and the
              holder shall on and after the Liquidation Date be considered and
              deemed for all purposes to be the holder of the Parent Common
              Stock delivered to it. Upon surrender to the Transfer Agent of a
              certificate or certificates representing Exchangeable Shares,
              together with such other documents and instruments as may be
              required to effect a transfer of Exchangeable Shares under the
              OBCA and the by-laws of the Company and such additional documents
              and instruments as the Transfer Agent may reasonably require, the
              holder of such surrendered certificate or certificates shall be
              entitled to receive in exchange therefor and the Transfer Agent on
              behalf of Parent or Aviation Subco, as the case may be, shall
              deliver to such holder the Exchangeable Share Consideration to
              which the holder is entitled. If neither Parent nor Aviation Subco
              exercises the Liquidation Call Right in the manner described
              above, on the Liquidation Date the holders of the Exchangeable
              Shares will be entitled to receive in exchange therefor the
              liquidation price otherwise payable by the Company in connection
              with the liquidation, dissolution or winding-up of the Company
              pursuant to Article 5 of the Exchangeable Share Provisions.
              Notwithstanding the foregoing, until such Exchangeable Share
              Consideration is delivered to the holder, the holder shall be
              deemed to remain a holder of Exchangeable Shares for purposes of
              all voting rights with respect thereto under the Voting and
              Exchange Trust Agreement.

Section 5.2   PARENT AND AVIATION SUBCO REDEMPTION CALL RIGHT.

(a)   Parent and Aviation Subco (as they shall determine) shall have the
      overriding right (the "REDEMPTION CALL RIGHT"), notwithstanding the
      proposed redemption of the Exchangeable Shares by the Company pursuant to
      Article 7 of the Exchangeable Share Provisions, to purchase from all but
      not less than all of the holders (other than Parent, Aviation Subco or any
      Subsidiary thereof) of Exchangeable Shares on the Automatic Redemption
      Date all but not less than all of the Exchangeable Shares held by each
      such holder on payment by Parent or Aviation Subco, as the case may be, to
      the holder of Exchangeable Shares the Exchangeable Share Price applicable
      on the last Business Day prior to the Automatic Redemption Date (the
      "REDEMPTION CALL PURCHASE PRICE"). In the event of the exercise of the
      Redemption Call Right by Parent or Aviation Subco, each holder shall be
      obligated to sell all the Exchangeable Shares held by the holder to Parent
      or Aviation Subco, as the case may be, on the Automatic Redemption Date on
      payment by Parent or Aviation Subco to the holder of the Redemption Call
      Purchase Price for each such share.

(b)   To exercise the Redemption Call Right, Parent or Aviation Subco must
      notify the Transfer Agent in writing, as agent for the holders of
      Exchangeable Shares, and the Company of its intention to exercise such
      right not later than the date by which the Company is required to give
      notice of the Automatic Redemption Date. If Parent or Aviation Subco
      exercise the Redemption Call Right, on the Automatic Redemption Date it
      will purchase and the holders will sell all of the Exchangeable Shares
      then outstanding for a price per share equal to the Redemption Call
      Purchase Price.

(c)   For the purposes of completing the purchase of the Exchangeable Shares
      pursuant to the Redemption Call Right, Parent or Aviation Subco, as the
      case may be, shall deposit with the Transfer Agent, on or before the
      Automatic Redemption Date, the Exchangeable Share Consideration
      representing the total Redemption Call Purchase Price. Provided that such
      Exchangeable Share Consideration has been so deposited with the Transfer
<PAGE>

                                       9

      Agent, on and after the Automatic Redemption Date the rights of each
      holder of Exchangeable Shares will be limited to receiving such holder's
      proportionate part of the total Redemption Call Purchase Price payable by
      Parent or Aviation Subco, as the case may be, upon presentation and
      surrender by the holder of certificates representing the Exchangeable
      Shares held by such holder and the holder shall on and after the Automatic
      Redemption Date be considered and deemed for all purposes to be the holder
      of the Parent Common Stock delivered to such holder. Upon surrender to the
      Transfer Agent of a certificate or certificates representing Exchangeable
      Shares, together with such other documents and instruments as may be
      required to effect a transfer of Exchangeable Shares under the OBCA and
      the by-laws of the Company and such additional documents and instruments
      as the Transfer Agent may reasonably require, the holder of such
      surrendered certificate or certificates shall be entitled to receive in
      exchange therefor, and the Transfer Agent on behalf of Parent or Aviation
      Subco, as the case may be, shall deliver to such holder, the Exchangeable
      Share Consideration to which the holder is entitled. If neither Parent nor
      Aviation Subco exercises the Redemption Call Right in the manner described
      above, on the Automatic Redemption Date the holders of the Exchangeable
      Shares will be entitled to receive in exchange therefor the redemption
      price otherwise payable by the Company in connection with the redemption
      of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share
      Provisions. Notwithstanding the foregoing, until such Exchangeable Share
      Consideration is delivered to the holder, the holder shall be deemed to
      still be a holder of Exchangeable Shares for purposes of all voting rights
      with respect thereto under the Voting and Exchange Trust Agreement.

Section 5.3   EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions
contained in the Exchangeable Share Provisions and the Voting and Exchange Trust
Agreement:

      (a)     a holder of Exchangeable Shares shall have the right (the
              "EXCHANGE PUT RIGHT") at any time to require Parent or Aviation
              Subco (as they shall determine) to purchase all or any part of the
              Exchangeable Shares of the holder; and

      (b)     upon the exercise by the holder of the Exchange Put Right, the
              holder shall be required to sell to Parent or Aviation Subco, as
              the case may be, and Parent or Aviation Subco, as the case may be,
              shall be required to purchase from the holder, no later than the
              time or times prescribed therefor herein or in the Exchangeable
              Share Provisions or the Voting and Exchange Trust Agreement, that
              number of Exchangeable Shares in respect of which the Exchange Put
              Right is exercised, in consideration of the payment by Parent or
              Aviation Subco, as the case may be, of the Exchangeable Share
              Price applicable thereto and delivery by or on behalf of Parent or
              Aviation Subco, as the case may be, of the Exchangeable Share
              Consideration representing the total applicable Exchangeable Share
              Price.

                                    ARTICLE 6
                                    AMENDMENT

Section 6.1   PLAN OF ARRANGEMENT AMENDMENT. The Company reserves the right to
amend, modify and/or supplement this Plan of Arrangement at any time and from
time to time provided that any such amendment, modification or supplement must
be contained in a written document that is: (a) agreed to by Parent and Aviation
Subco; (b) filed with the Court and, if made following the Meeting, approved by
the Court; and (c) communicated to holders of Company Common Shares in the
manner required by the Court (if so required). Any amendment, modification or
supplement to this Plan of Arrangement may be proposed by the Company at any
time prior to or at the Meeting (provided that Parent and Aviation Subco shall
have consented thereto) with or without any other prior notice or communication,
and if so proposed and accepted by the persons voting at the Meeting (other than
as may be required under the Court's interim order), shall become part of this
Plan of Arrangement for all purposes. Any amendment, modification or supplement
to this Plan of Arrangement which is approved by the Court following the Meeting
shall be effective only: (a) if it is consented to by the Company; (b) if it is
consented to by Parent and Aviation Subco; and (c) if required by the Court or
applicable law, it is consented to by the holders of the Company Common Shares
or the Exchangeable Shares as the case may be.
<PAGE>

                                  Exhibit "A"

                                       10

         SHARE PROVISIONS FOR TRAVELBYUS.COM LTD. (THE "CORPORATION")

                                    ARTICLE 1
                                 INTERPRETATION

For the purposes of these rights, privileges, restrictions and conditions, the
following defined terms shall have the respective meanings set forth below:

1.1 "ACT" means the Business Corporations Act (Ontario), as amended,
consolidated or reenacted from time to time.

"AGGREGATE EQUIVALENT VOTE AMOUNT" means with respect to any matter, proposition
or question on which holders of Aviation Common Stock are entitled to vote,
consent or otherwise act, the product of; (i) the number of Exchangeable Shares
then issued and outstanding and held by holders other than Aviation, Aviation
Subco and their respective Subsidiaries; multiplied by (ii) the number of votes
to which a holder of one share of Aviation Common Stock is entitled with respect
to such matter, proposition or question.

"AUTOMATIC REDEMPTION DATE" means the date for the automatic redemption by the
Corporation of Exchangeable Shares pursuant to Article 7, which date shall be
the first to occur of; (a) January 1, 2003; (b) the date selected by the Board
of Directors at a time when less than 15% of the Exchangeable Shares issuable on
the Effective Date (other than Exchangeable Shares held by Aviation, Aviation
Subco and their respective Subsidiaries and as such number of shares may be
adjusted as deemed appropriate by the Board of Directors to give effect to any
subdivision or consolidation of or stock dividend on the Exchangeable Shares,
any issuance or distribution of rights to acquire Exchangeable Shares or
securities exchangeable for or convertible into or carrying rights to acquire
Exchangeable Shares, any issue or distribution of other securities or rights or
evidences of indebtedness or assets or any other capital reorganization or other
transaction involving or affecting the Exchangeable Shares) are outstanding; (c)
the Business Day prior to the record date for any meeting or vote of the
shareholders of the Corporation to consider any matter on which the holders of
Exchangeable Shares would not be entitled to vote as shareholders of the
Corporation, but excluding any meeting or vote as described in clause (d) below
or; (d) the Business Day following the day on which the holders of Exchangeable
Shares fail to take the necessary action at a meeting or other vote of holders
of Exchangeable Shares, if and to the extent such action is required to approve
or disapprove as applicable, any change to or in the rights of the holders of
Exchangeable Shares if the approval or disapproval as applicable of such change
would be required to maintain the economic and legal equivalence of the
Exchangeable Shares and the Aviation Common Stock; or (e) an Aviation Control
Transaction or a TBU Control Transaction occurs in which case provided the Board
of Directors determines, in good faith and in its sole discretion, that it is
not reasonably practicable in the circumstances of such Aviation Control
Transaction or TBU Control Transaction to substantially replicate the terms and
conditions of the Exchangeable Shares in connection with such Aviation Control
Transaction or TBU Control Transaction and that the redemption of all but not
less than all of the outstanding Exchangeable Shares is necessary to enable the
completion of such Aviation Control Transaction or TBU Control Transaction in
accordance with its terms, the Board of Directors may accelerate such redemption
date to such date prior to January 1, 2003 as they may determine upon such
number of days' prior written notice to the registered holders of the
Exchangeable Shares as the Board of Directors may determine to be reasonably
practicable in such circumstances.

"AVIATION" means Aviation Group, Inc., a corporation incorporated under the laws
of the State of Texas and includes any successor corporation.

"AVIATION CALL NOTICE" has the meaning ascribed thereto in section 6.3.

"AVIATION COMMON STOCK" means the shares of common stock of Aviation with a par
value of US$0.01 per share, having one vote per share and any other securities
resulting from the application of section 2.7 of the Support Agreement.

"AVIATION CONTROL TRANSACTION" means any sale of a majority of the outstanding
voting shares of Aviation or any merger, amalgamation or tender offer or any
proposal to do so.

"AVIATION DIVIDEND DECLARATION DATE" means the date on which the board of
directors of Aviation declares any dividend on the Aviation Common Stock.

"AVIATION SPECIAL SHARE" means the one share of Special Voting Stock of Aviation
with a par value of US$0.01 and having voting rights at meetings of holders of
Aviation Common Stock equal to the Aggregate Equivalent Vote Amount.

"AVIATION SUBCO" means Aviation Group Canada Ltd., a corporation  incorporated
under  the  laws  of the  Province  of  Ontario  and  includes  any  successor
corporation.
<PAGE>

                                       11

"BOARD OF DIRECTORS" means the Board of Directors of the Corporation and any
committee thereof acting within its authority.

"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day when banks
are not open for business in one or more of Toronto, Ontario and Dallas, Texas.

"CANADIAN DOLLAR EQUIVALENT" means in respect of an amount expressed in a
foreign currency (the "FOREIGN CURRENCY AMOUNT") at any date the product
obtained by multiplying: (i) the Foreign Currency Amount; by (ii) the noon spot
exchange rate on such date for such foreign currency expressed in Canadian
dollars as reported by the Bank of Canada or in the event such spot exchange
rate is not available, such spot exchange rate on such date for such foreign
currency expressed in Canadian dollars as may be deemed by the Board of
Directors to be appropriate for such purpose.

"CLASS X PREFERRED SHARE" means the Class X Preferred Share of the Corporation
having the rights, privileges, restrictions and conditions set forth herein.

"COMMON SHARES" means the common shares in the capital of the Corporation.

"CORPORATION" means travelbyus.com ltd., a corporation incorporated under the
laws of the Province of Ontario and includes any successor corporation.

"CURRENT MARKET PRICE" in respect of a share of Aviation Common Stock means on
any date, the average of the closing prices of Aviation Common Stock during the
period of 20 consecutive trading days ending not more than five trading days
before such date on Nasdaq or if Aviation Common Stock is not then traded on
Nasdaq, on such other principal U.S. stock exchange or automated quotation
system on which the Aviation Common Stock is listed or quoted, as the case may
be, as may be selected by the Board of Directors for such purpose. If in the
opinion of the Board of Directors the public distribution or trading activity of
the Aviation Common Stock during such period does not create a market which
reflects the fair market value of Aviation Common Stock then the Current Market
Price per share of Aviation Common Stock shall be determined by the Board of
Directors based upon the advice of such qualified independent financial advisors
as the Board of Directors may deem to be appropriate. Any such selection,
opinion or determination by the Board of Directors shall be conclusive and
binding.

"EXCHANGE PUT DATE" has the meaning ascribed thereto in section 8.2.

"EXCHANGE PUT RIGHT" has the meaning ascribed thereto in subsection 8.1(a).

"EXCHANGEABLE SHARE CONSIDERATION" means for any acquisition of or redemption of
or distribution of assets of the Corporation in respect of or purchase pursuant
to the Exchange Put Right of Exchangeable Shares pursuant to these share
provisions, the Support Agreement or the Voting and Exchange Trust Agreement:

(a) certificates representing the aggregate number of shares of Aviation Common
Stock deliverable in connection with such action;

(b) a cheque or cheques payable at par at any branch of the bankers of the payor
in the amount of all declared and unpaid and undeclared but payable cash
dividends deliverable in connection with such action; and

(c) such stock or property constituting any declared and unpaid non-cash
dividends deliverable in connection with such action;

provided that: (i) the part of the consideration which is the Current Market
Price of a share of Aviation Common Stock shall be fully paid and satisfied by
the delivery of one share of Aviation Common Stock; (ii) the part of the
consideration which represents non-cash dividends remaining unpaid shall be
fully paid and satisfied by delivery of such non-cash items; (iii) any such
stock shall be duly issued as fully paid and non-assessable and any such
property shall be delivered free and clear of any lien, claim, encumbrance,
security interest or adverse claim or interest; and (iv) such consideration
shall be paid less any tax required to be deducted or withheld therefrom and
without interest.

"EXCHANGEABLE SHARE PRICE" means for each Exchangeable Share, an amount equal to
the aggregate of:

(a) the Current Market Price of a share of Aviation Common Stock; plus

(b) an additional amount equal to the full amount of all cash dividends declared
and unpaid and undeclared but payable cash dividends deliverable in connection
with such action on such Exchangeable Share; plus

(c) an additional amount equal to all dividends declared on a share of Aviation
Common Stock which have not been declared on such Exchangeable Share in
accordance herewith; plus

(d) an additional amount representing non-cash dividends declared and unpaid on
such Exchangeable Share.

"EXCHANGEABLE SHARES" means the Exchangeable Shares of the Corporation having
the rights, privileges, restrictions and conditions set forth herein.

"LIQUIDATION AMOUNT" has the meaning ascribed thereto in section 5.1.

"LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in section 5.4.

"LIQUIDATION DATE" has the meaning ascribed thereto in section 5.1.

"LIQUIDATION EVENT" has the meaning ascribed thereto in section 5.1.
<PAGE>

                                       12

"NASDAQ" shall mean The Nasdaq Stock Market, Inc.'s National Market or SmallCap
Market.

"PURCHASE PRICE" has the meaning ascribed thereto in section 6.3.

"REDEMPTION CALL PURCHASE PRICE" has the meaning ascribed thereto in section
7.3.

"REDEMPTION CALL RIGHT" has the meaning ascribed thereto in section 7.3.

"REDEMPTION PRICE" has the meaning ascribed thereto in section 7.1.

"RETRACTED SHARES" has the meaning ascribed thereto in subsection 6.1(i).

"RETRACTION CALL RIGHT" has the meaning ascribed thereto in subsection 6.1(iii).

"RETRACTION DATE" has the meaning ascribed thereto in subsection 6.1(ii).

"RETRACTION PRICE" has the meaning ascribed in section 6.1.

"RETRACTION REQUEST" has the meaning provided in section 6.1.

"SUBSIDIARY" in relation to any person means any body corporate, partnership,
joint venture, association or other entity of which more than 50% of the total
voting power of shares or units of ownership or beneficial interest entitled to
vote in the election of directors (or members of a comparable governing body) is
owned or controlled, directly or indirectly, by such person.

"SUPPORT AGREEMENT" means the Support Agreement among Aviation, Aviation Subco
and the Corporation made as of ________, 2000.

"TBU CONTROL TRANSACTION" means any sale of a majority of the outstanding voting
shares of the Corporation by Aviation or any affiliate of Aviation to an arm's
length third party, any merger, amalgamation or tender offer or any proposal to
do so.

"TRANSFER AGENT" means the duly appointed transfer agent for the time being of
the Exchangeable Shares and if there is more than one such agent then the
principal Canadian agent.

"TRUSTEE" means the Trustee appointed under the Voting and Exchange Trust
Agreement and any successor trustee.

"VOTING AND EXCHANGE TRUST AGREEMENT" means the Voting and Exchange Trust
Agreement among Aviation, Aviation Subco, the Corporation and the Trustee made
as of __________________, 2000.

                                    ARTICLE 2
                         RANKING OF EXCHANGEABLE SHARES

2.1 The Exchangeable Shares shall be entitled to a preference over the Common
Shares and any other shares ranking junior to the Exchangeable Shares with
respect to the payment of dividends and the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation whether
voluntary or involuntary or any other distribution of the assets of the
Corporation among its shareholders for the purpose of winding-up its affairs.

                                   ARTICLE 3
                                   DIVIDENDS

3.1 Subject to applicable law, on each Aviation Dividend Declaration Date a
holder of an Exchangeable Share shall be entitled to receive and the Board of
Directors shall declare a dividend on each Exchangeable Share; (a) in the case
of a cash dividend declared on the Aviation Common Stock, in an amount in cash
for each Exchangeable Share in U.S. dollars or the Canadian Dollar Equivalent
thereof on the Aviation Dividend Declaration Date, in each case, corresponding
to the cash dividend declared on each share of Aviation Common Stock; or (b) in
the case of a stock dividend declared on the Aviation Common Stock to be paid in
Aviation Common Stock, in such number of Exchangeable Shares for each
Exchangeable Share as is equal to the number of shares of Aviation Common Stock
to be paid on each share of Aviation Common Stock; or (c) in the case of a
dividend declared on the Aviation Common Stock in property other than cash or
Aviation Common Stock in such type and amount of property for each Exchangeable
Share as is the same as the type and amount of property declared as a dividend
on each share of Aviation Common Stock. Such dividends shall be paid out of
money, assets or property of the Corporation properly applicable to the payment
of dividends or out of authorized but unissued shares of the Corporation.

3.2 Cheques of the Corporation payable at par at any branch of the bankers of
the Corporation shall be issued in respect of any cash dividends contemplated by
subsection 3.1(a) and the sending of such a cheque to each holder of an
Exchangeable Share (less any tax required to be deducted and withheld from such
dividends paid or credited by the Corporation) shall satisfy the cash dividends
represented thereby unless the cheque is not paid on presentation. Certificates
registered in the name of the registered holder of Exchangeable Shares shall be
issued or transferred in respect of any stock dividends contemplated by
subsection 3.1(b) and the sending of such a certificate to each holder of an
Exchangeable Share shall satisfy the stock dividend represented thereby. Such
other type and amount of property in respect of any dividends contemplated by
subsection 3.1(c) hereof shall be issued, distributed or transferred by the
Corporation in such manner as it shall determine and the issuance, distribution
or transfer thereof by the Corporation to each holder of an Exchangeable Share
shall satisfy the dividend represented thereby. In all cases any such dividends
shall be subject to any reduction or adjustment for tax required to be deducted
and withheld
<PAGE>

                                       13

from such dividends paid or credited by the Corporation. No holder of an
Exchangeable Share shall be entitled to recover by action or other legal process
against the Corporation any dividend which is represented by a cheque that has
not been duly presented to the Corporation's bankers for payment or which
otherwise remains unclaimed for a period of six years from the date on which
such dividend was payable.

3.3 The record date for the determination of the holders of Exchangeable Shares
entitled to receive payment of and the payment date for any dividend declared on
the Exchangeable Shares under section 3.1 shall be the same dates as the record
date and payment date, respectively, for the corresponding dividend declared on
the Aviation Common Stock.

3.4 If on any payment date for any dividends declared on the Exchangeable Shares
under section 3.1 the dividends are not paid in full on all of the Exchangeable
Shares then outstanding any such dividends which remain unpaid shall be paid on
a subsequent date or dates determined by the Board of Directors on which the
Corporation shall have sufficient moneys, assets or property properly applicable
to the payment of such dividends.

3.5 Except as provided in this Article 3 the holders of Exchangeable Shares
shall not be entitled to receive dividends in respect thereof.

                                    ARTICLE 4
                              CERTAIN RESTRICTIONS

4.1 So long as any of the Exchangeable Shares are outstanding, the Corporation
shall not do any of the following without the approval of the holders of the
Exchangeable Shares given as specified in Article 10:

(a) pay any dividends on the Common Shares or any other shares ranking junior to
the Exchangeable Shares (other than stock dividends payable in any such other
shares ranking junior to the Exchangeable Shares);

(b) redeem or purchase or make any capital distribution in respect of Common
Shares or any other shares ranking junior to the Exchangeable Shares with
respect to the payment of dividends or on any liquidation distribution;

(c) redeem or purchase any other shares of the Corporation ranking equally with
the Exchangeable Shares with respect to the payment of dividends or on any
liquidation distribution.

The restrictions in subsections (a), (b) and (c) above shall not apply if all
dividends on the outstanding Exchangeable Shares corresponding to dividends
declared on the Aviation Common Stock shall have been declared on the
Exchangeable Shares and paid in full.

                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION

5.1 In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs (a "LIQUIDATION EVENT") a
holder of Exchangeable Shares shall be entitled, subject to applicable law, to
receive from the assets of the Corporation in respect of each Exchangeable Share
held by such holder on the effective date of such liquidation, dissolution or
winding-up (the "LIQUIDATION DATE"), before any distribution of any part of the
assets of the Corporation to the holders of Common Shares or any other shares
ranking junior to the Exchangeable Shares, an amount equal to the Exchangeable
Share Price applicable on the last Business Day prior to the Liquidation Date
(the "LIQUIDATION AMOUNT"). The Corporation shall be entitled to liquidate some
of the Aviation Common Stock which would otherwise be deliverable to the
particular holder of Exchangeable Shares in order to fund any statutory
withholding tax obligation.

5.2 On or promptly after the Liquidation Date and subject to the exercise by
Aviation or Aviation Subco of the Liquidation Call Right, the Corporation shall
cause to be delivered to the holders of Exchangeable Shares the Liquidation
Amount for each such Exchangeable Share upon presentation and surrender of the
certificates representing such Exchangeable Shares together with such other
documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Act and the by-laws of the Corporation and such
additional documents and instruments as the Transfer Agent may reasonably
require, at the registered office of the Corporation or at any office of the
Transfer Agent as may be specified by the Corporation by notice to the holders
of the Exchangeable Shares. Payment of the total Liquidation Amount for such
Exchangeable Shares shall be made by delivery to each holder at the address of
the holder recorded in the securities register of the Corporation for the
Exchangeable Shares or by holding for pick up by the holder at the registered
office of the Corporation or at any office of the Transfer Agent as may be
specified by the Corporation by notice to the holders of Exchangeable Shares, on
behalf of the Corporation of the Exchangeable Share Consideration representing
the total Liquidation Amount. On and after the Liquidation Date the holders of
the Exchangeable Shares shall cease to be holders of such Exchangeable Shares
and shall not be entitled to exercise any of the rights of holders in respect
thereof, other than the right to receive their proportionate part of the total
Liquidation Amount, unless payment of the total Liquidation
<PAGE>

                                       14

Amount for such Exchangeable Shares shall not be made upon presentation and
surrender of share certificates in accordance with the foregoing provisions, in
which case the rights of the holders shall remain unaffected until the total
Liquidation Amount has been paid in the manner hereinbefore provided. The
Corporation shall have the right at any time on or after the Liquidation Date to
deposit or to cause to be deposited the Exchangeable Share Consideration in
respect of the Exchangeable Shares represented by certificates that have not at
the Liquidation Date been surrendered by the holders thereof in a custodial
account or for safe keeping, in the case of non-cash items, with any chartered
bank or trust company in Canada whereupon the Corporation's obligations with
respect to the Liquidation Amount shall be deemed to have been fully satisfied.
Upon such deposit being made the rights of the holders of Exchangeable Shares
after such deposit shall be limited to receiving their proportionate part of the
total Liquidation Amount for such Exchangeable Shares so deposited against
presentation and surrender of the said certificates held by them, respectively,
in accordance with the foregoing provisions. Upon payment or deposit of the
Exchangeable Share Consideration and surrender of certificates representing the
Exchangeable Shares, the holders of the Exchangeable Shares shall thereafter be
considered and deemed for all purposes to be the holders of the Aviation Common
Stock delivered to them. Notwithstanding the foregoing until such payment or
deposit of such Exchangeable Share Consideration the holder shall be deemed to
be a holder of Exchangeable Shares for purposes of all voting rights with
respect thereto under the Voting and Exchange Trust Agreement.

5.3 After the Corporation has satisfied its obligations to pay the holders of
the Exchangeable Shares the Liquidation Amount per Exchangeable Share such
holders shall not be entitled to share in any further distribution of the assets
of the Corporation.

5.4 In the event of a Liquidation Event, Aviation and Aviation Subco (as they
shall determine) shall have the overriding right to purchase from all but not
less than all of the holders (other than Aviation, Aviation Subco and any
Subsidiary thereof) of Exchangeable Shares on the Liquidation Date all but not
less than all of the Exchangeable Shares held by such holders (the "LIQUIDATION
CALL RIGHT") on payment by Aviation or Aviation Subco, as the case may be, to
each holder of Exchangeable Shares, the Liquidation Amount. In the event of the
exercise of the Liquidation Call Right by Aviation or Aviation Subco, as the
case may be, each holder shall be obligated to sell all the Exchangeable Shares
held by the holder to Aviation or Aviation Subco, as the case may be, on the
Liquidation Date on payment by Aviation or Aviation Subco, as the case may be,
to the holder of the Liquidation Amount for each such share.

5.5 To exercise the Liquidation Call Right, Aviation or Aviation Subco, as the
case may be, must notify the Corporation and the Transfer Agent in writing of
their intention to exercise such right at least 55 days before the Liquidation
Date in the case of a Liquidation Event or in the case of an involuntary
liquidation, dissolution or winding-up of the Corporation. Aviation shall also
notify the Transfer Agent accordingly if they do not intend to exercise the
Liquidation Call Right. The Transfer Agent will notify the holders of
Exchangeable Shares as to whether or not Aviation or Aviation Subco, as the case
may be, has exercised the Liquidation Call Right forthwith after the expiry of
the date by which the same may be exercised by Aviation or Aviation Subco, as
the case may be. If Aviation or Aviation Subco, as the case may be, exercises
the Liquidation Call Right on the Liquidation Date, Aviation or Aviation Subco,
as the case may be, will purchase and the holders will sell all of the
Exchangeable Shares then outstanding for a price per share equal to the
Liquidation Amount.

5.6 For the purposes of completing the purchase of the Exchangeable Shares
pursuant to the Liquidation Call Right, Aviation or Aviation Subco, as the case
may be, shall deposit with the Transfer Agent, on or before the Liquidation
Date, the Exchangeable Share Consideration representing the Liquidation Amount.
If such Exchangeable Share Consideration has been so deposited with the Transfer
Agent, on and after the Liquidation Date the right of each holder of
Exchangeable Shares will be limited to receiving such holder's proportionate
part of the total Liquidation Amount payable by Aviation or Aviation Subco, as
the case may be, without interest upon presentation and surrender by the holder
of certificates representing the Exchangeable Shares held by such holder and the
holder shall on and after the Liquidation Date, provided such holder has
surrendered his certificates representing the Exchangeable Shares held by him,
be considered and deemed for all purposes to be the holder of the Aviation
Common Stock delivered to it. Upon surrender to the Transfer Agent of a
certificate or certificates representing Exchangeable Shares together with such
other documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Act and the by-laws of the Corporation and such
additional documents and instruments as the Transfer Agent may reasonably
require, the holder of such surrendered certificate or certificates shall be
entitled to receive in exchange therefor and the Transfer Agent on behalf of
Aviation or Aviation Subco, as the case may be, shall deliver to such holder the
Exchangeable Share Consideration to which the holder is entitled. If neither
Aviation nor Aviation Subco exercises the Liquidation Call Right in the manner
described above on the Liquidation Date the holders of the Exchangeable Shares
will be entitled to receive in exchange therefor the
<PAGE>

                                       15

Liquidation Amount otherwise payable by the Corporation in connection with the
Liquidation Event. Notwithstanding the foregoing, until such Exchangeable Share
Consideration is delivered to the holder, the holder shall be deemed to be a
holder of Exchangeable Shares for purposes of all voting rights with respect
thereto under the Voting and Exchange Trust Agreement.

                                    ARTICLE 6
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1 Subject to the exercise by Aviation or Aviation Subco, as the case may be,
of the Retraction Call Right and otherwise upon compliance with the provisions
of this Article 6, a holder of Exchangeable Shares shall be entitled at any time
to require the Corporation to redeem any or all of the Exchangeable Shares
registered in the name of such holder for an amount equal to the Exchangeable
Share Price applicable on the last Business Day prior to the Retraction Date
(the "RETRACTION PRICE"). The Corporation shall be entitled to liquidate some of
the Aviation Common Stock that would otherwise be deliverable to the holder of
Exchangeable Shares in order to fund any statutory withholding tax obligation.
To effect such redemption, the holder shall present and surrender at the
registered office of the Corporation or at any office of the Transfer Agent as
may be specified by the Corporation in Schedule "A" or by notice to the holders
of Exchangeable Shares the certificate or certificates representing the
Exchangeable Shares which the holder desires to have the Corporation redeem
together with such other documents and instruments as may be required to effect
a transfer of Exchangeable Shares under the Act and the by-laws of the
Corporation and such additional documents and instruments as the Transfer Agent
may reasonably require and together with a duly executed statement (the
"RETRACTION REQUEST") in the form of Schedule "A" or in such other form as may
be acceptable to the Corporation:

    (i)     specifying that the holder desires to have all or any number
    specified therein of the Exchangeable Shares represented by such certificate
    or certificates (the "RETRACTED SHARES") redeemed by the Corporation;

    (ii)    stating the Business Day on which the holder desires to have the
    Corporation redeem the Retracted Shares (the "RETRACTION DATE") provided
    that the Retraction Date shall be not less than five Business Days nor more
    than 10 Business Days after the date on which the Retraction Request is
    received by the Corporation and further provided that in the event that no
    such Business Day is specified by the holder in the Retraction Request the
    Retraction Date shall be deemed to be the tenth Business Day after the date
    on which the Retraction Request is received by the Corporation; and

    (iii)   acknowledging the overriding right (the "RETRACTION CALL RIGHT") of
    Aviation and Aviation Subco (as they shall determine) to purchase all but
    not less than all of the Retracted Shares directly from the holder and that
    the Retraction Request shall be deemed to be a revocable offer by the holder
    to sell the Retracted Shares in accordance with the Retraction Call Right on
    the terms and conditions set out in section 6.3.

6.2 Subject to the exercise by Aviation or Aviation Subco, as the case may be,
of the Retraction Call Right, upon receipt by the Corporation or the Transfer
Agent in the manner specified in section 6.1 of a certificate or certificates
representing the number of Exchangeable Shares which the holder desires to have
the Corporation redeem together with a Retraction Request, and provided that the
Retraction Request is not revoked by the holder in the manner specified in
section 6.7, the Corporation shall redeem the Retracted Shares effective at the
close of business on the Retraction Date and shall cause to be delivered to such
holder the total Retraction Price with respect to such shares in accordance with
section 6.4. If only a part of the Exchangeable Shares represented by any
certificate are redeemed or purchased by Aviation or Aviation Subco, as the case
may be, pursuant to the Retraction Call Right a new certificate for the balance
of such Exchangeable Shares shall be issued to the holder at the expense of the
Corporation.

6.3 Upon receipt by the Corporation of a Retraction Request, the Corporation
shall immediately notify Aviation and Aviation Subco thereof. In order to
exercise the Retraction Call Right, Aviation or Aviation Subco, as the case may
be, must notify the Corporation in writing of its determination to do so (the
"AVIATION CALL NOTICE") within two Business Days of such notification. If
neither Aviation nor Aviation Subco notifies the Corporation within two Business
Days, the Corporation will notify the holder as soon as possible thereafter that
Aviation or Aviation Subco, as the case may be, will not exercise the Retraction
Call Right. If Aviation or Aviation Subco, as the case may be, delivers the
Aviation Call Notice within such two Business Days, and provided that the
Retraction Request is not revoked by the holder in the manner specified in
section 6.7, the Retraction Request shall thereupon be considered only to be an
offer by the holder to sell the Retracted Shares to Aviation or Aviation Subco,
as the case may be, in accordance with the Retraction Call Right. In such event
the Corporation shall not redeem the Retracted Shares and Aviation or Aviation
Subco, as the case may be, shall purchase from such holder and such holder shall
sell to Aviation or Aviation Subco, as the case may be, on the Retraction Date
the Retracted Shares for a purchase price
<PAGE>

                                       16

(the "PURCHASE PRICE") per share equal to the Retraction Price per share. For
the purposes of completing a purchase pursuant to the Retraction Call Right,
Aviation or Aviation Subco, as the case may be, shall deposit with the Transfer
Agent, on or before the Retraction Date, the Exchangeable Share Consideration
representing the total Purchase Price. If such Exchangeable Share Consideration
has been so deposited with the Transfer Agent the closing of the purchase and
sale of the Retracted Shares pursuant to the Retraction Call Right shall be
deemed to have occurred as at the close of business on the Retraction Date and
for greater certainty no redemption by the Corporation of such Retracted Shares
shall take place on the Retraction Date. In the event that neither Aviation nor
Aviation Subco delivers an Aviation Call Notice within two Business Days or
otherwise complies with these Exchangeable Share provisions in respect thereto
and provided that the Retraction Request is not revoked by the holder in the
manner specified in section 6.7, the Corporation shall redeem the Retracted
Shares on the Retraction Date and in the manner otherwise contemplated in this
Article 6.

6.4 The Corporation or Aviation or Aviation Subco, as the case may be, shall
deliver or cause the Transfer Agent to deliver to the relevant holder, at the
address of the holder recorded in the securities register of the Corporation for
the Exchangeable Shares or at the address specified in the holder's Retraction
Request or by holding for pick up by the holder at the registered office of the
Corporation or at any office of the Transfer Agent as may be specified by the
Corporation by notice to the holders of Exchangeable Shares, the Exchangeable
Share Consideration representing the total Retraction Price or the total
Purchase Price, as the case may be, and delivery of such Exchangeable Share
Consideration to the Transfer Agent shall be deemed to be payment of and shall
satisfy and discharge all liability for the total Retraction Price or the total
Purchase Price, as the case may be, except as to any cheque included therein
which is not paid on due presentation.

6.5 On and after the close of business on the Retraction Date, the holder of the
Retracted Shares shall not be entitled to exercise any of the rights of a holder
in respect thereof other than the right to receive his proportionate part of the
total Retraction Price or the total Purchase Price, as the case may be, unless
upon presentation and surrender of certificates in accordance with the foregoing
provisions, payment of the total Retraction Price or the total Purchase Price,
as the case may be, shall not be made, in which case the rights of such holder
shall remain unaffected until the Exchangeable Share Consideration representing
the total Retraction Price or the total Purchase Price, as the case may be, has
been paid in the manner hereinbefore provided. On and after the close of
business on the Retraction Date, provided that presentation and surrender of
certificates and payment of the Exchangeable Share Consideration representing
the total Retraction Price or the total Purchase Price, as the case may be, has
been made in accordance with the foregoing provisions, the holder of the
Retracted Shares so redeemed by the Corporation or purchased by Aviation or
Aviation Subco, as the case may be, shall thereafter be considered and deemed
for all purposes to be a holder of the Aviation Common Stock delivered to it.
Notwithstanding the foregoing until payment of such Exchangeable Share
Consideration to the holder, the holder shall be deemed to be a holder of
Exchangeable Shares for purposes of all voting rights with respect thereto under
the Voting and Exchange Trust Agreement.

6.6 Notwithstanding any other provision of this Article 6, the Corporation shall
not be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to liquidity or solvency requirements or other provisions of
applicable law. If the Corporation believes that on any Retraction Date it would
not be permitted by any of such provisions to redeem the Retracted Shares
tendered for redemption on such date and provided that neither Aviation nor
Aviation Subco shall have exercised the Retraction Call Right with respect to
the Retracted Shares, the Corporation shall only be obligated to redeem
Retracted Shares specified by a holder in a Retraction Request to the extent of
the maximum number that may be so redeemed (rounded down to a whole number of
shares) as would not be contrary to such provisions and shall notify the holder
at least two Business Days prior to the Retraction Date as to the number of
Retracted Shares which will not be redeemed by the Corporation. In any case in
which the redemption by the Corporation of Retracted Shares would be contrary to
liquidity or solvency requirements or other provisions of applicable law, the
Corporation shall redeem Retracted Shares in accordance with section 6.2 on a
pro rata basis and shall issue to each holder of Retracted Shares a new
certificate, at the expense of the Corporation representing the Retracted Shares
not redeemed by the Corporation pursuant to section 6.2. If the Retraction
Request is not revoked by the holder in the manner specified in section 6.7, the
holder of any such Retracted Shares not redeemed by the Corporation pursuant to
section 6.2 as a result of liquidity or solvency requirements or applicable law
shall be deemed, by giving the Retraction Request to require Aviation or
Aviation Subco, as the case may be, to purchase such Retracted Shares from such
holder on the Retraction Date or as soon as practicable thereafter on payment by
Aviation or Aviation Subco, as the case may be, to such holder of the Purchase
Price for each such Retracted Share all as more specifically provided in the
Voting and Exchange Trust Agreement and Aviation or Aviation Subco, as the case
may be, shall make such purchase.
<PAGE>

                                       17

6.7 By notice in writing given by the holder to the Corporation before the close
of business on the Business Day immediately preceding the Retraction Date, a
holder of Retracted Shares may withdraw its Retraction Request whereupon such
Retraction Request shall be null and void and for greater certainty and without
limitation, the revocable offer constituted by the Retraction Request to sell
the Retracted Shares to Aviation or Aviation Subco, as the case may be, shall be
deemed to have been revoked.

                                    ARTICLE 7
              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1 Subject to applicable law and if neither Aviation nor Aviation Subco
exercise the Redemption Call Right, on the Automatic Redemption Date the
Corporation shall redeem all of the then outstanding Exchangeable Shares for an
amount equal to the Exchangeable Share Price applicable on the last Business Day
prior to the Automatic Redemption Date (the "REDEMPTION PRICE"). The Corporation
shall be entitled to liquidate some of the Aviation Common Stock which would
otherwise be deliverable to the holder of Exchangeable Shares in order to fund
any statutory withholding tax obligation.

7.2 In any case of a redemption of Exchangeable Shares under this Article 7, the
Corporation or the Transfer Agent on behalf of the Corporation, at least 45 days
before an Automatic Redemption Date or before a possible Automatic Redemption
Date which may result from a failure of the holders of Exchangeable Shares to
take necessary action as described in clause (d) of the definition of Automatic
Redemption Date, shall send or cause to be sent to each holder of Exchangeable
Shares a notice in writing of the redemption or possible redemption by the
Corporation or the purchase by Aviation or Aviation Subco, as the case may be,
under the Redemption Call Right, as the case may be, of the Exchangeable Shares
held by such holder. Such notice shall set out the formula for determining the
Redemption Price or the Redemption Call Purchase Price, as the case may be, the
Automatic Redemption Date and, if applicable, particulars of the Redemption Call
Right. In the case of any notice given in connection with a possible Automatic
Redemption Date, such notice will be given contingently and will be withdrawn if
the contingency does not occur.

7.3 Aviation and Aviation Subco (as they shall determine) shall have the
overriding right (the "REDEMPTION CALL RIGHT"), notwithstanding the proposed
redemption of the Exchangeable Shares by the Corporation pursuant to section
7.1, to purchase from all but not less than all of the holders (other than
Aviation, Aviation Subco or any Subsidiary thereof) of Exchangeable Shares on
the Automatic Redemption Date all but not less than all of the Exchangeable
Shares held by each such holder on payment by Aviation or Aviation Subco, as the
case may be, to the holder of Exchangeable Shares, the Exchangeable Share Price
applicable on the last Business Day prior to the Automatic Redemption Date (the
"REDEMPTION CALL PURCHASE PRICE"). In the event of the exercise of the
Redemption Call Right by Aviation or Aviation Subco, as the case may be, each
holder shall be obligated to sell all the Exchangeable Shares held by the holder
to Aviation or Aviation Subco, as the case may be, on the Automatic Redemption
Date on payment by Aviation or Aviation Subco, as the case may be, to the holder
of Exchangeable Shares, the Redemption Call Purchase Price for each such share.
To exercise the Redemption Call Right, Aviation or Aviation Subco, as the case
may be, must notify the Corporation and the Transfer Agent in writing of their
intention to exercise such right not later than the date by which the
Corporation is required to give notice of the Automatic Redemption Date. On the
Automatic Redemption Date, if either Aviation or Aviation Subco, as the case may
be, exercises the Redemption Call Right, Aviation or Aviation Subco, as the case
may be, will purchase and the holders will sell all of the Exchangeable Shares
then outstanding for a price per share equal to the Redemption Call Purchase
Price.

7.4 For the purposes of completing the purchase of the Exchangeable Shares
pursuant to the Redemption Call Right, Aviation or Aviation Subco, as the case
may be, shall deposit with the Transfer Agent, on or before the Automatic
Redemption Date, the Exchangeable Share Consideration representing the total
Redemption Call Purchase Price. If such Exchangeable Share Consideration has
been so deposited with the Transfer Agent, on and after the Automatic Redemption
Date the rights of each holder of Exchangeable Shares will be limited to
receiving such holder's proportionate part of the total Redemption Call Purchase
Price payable by Aviation or Aviation Subco, as the case may be, upon
presentation and surrender by the holder of certificates representing the
Exchangeable Shares held by such holder and the holder shall on and after the
Automatic Redemption Date be considered and deemed for all purposes to be the
holder of the Aviation Common Stock delivered to such holder. Upon surrender to
the Transfer Agent of a certificate or certificates representing Exchangeable
Shares, together with such other documents and instruments as may be required to
effect a transfer of Exchangeable Shares under the Act and the by-laws of the
Corporation and such additional documents and instruments as the Transfer Agent
may reasonably require, the holder of such surrendered certificate or
certificates shall be entitled to receive in exchange therefor and the Transfer
Agent on behalf of Aviation or Aviation Subco, as the case may be, shall deliver
to such holder, the
<PAGE>

                                       18

Exchangeable Share Consideration to which the holder is entitled. If neither
Aviation nor Aviation Subco exercises the Redemption Call Right in the manner
described above, on the Automatic Redemption Date the holders of the
Exchangeable Shares will be entitled to receive in exchange therefor the
Redemption Price otherwise payable by the Corporation. Notwithstanding the
foregoing, until such Exchangeable Share Consideration is delivered to the
holder, the holder shall be deemed to be a holder of Exchangeable Shares for
purposes of all voting rights with respect thereto under the Voting and Exchange
Trust Agreement.

7.5 On or after the Automatic Redemption Date and subject to the exercise by
Aviation or Aviation Subco, as the case may be, of the Redemption Call Right,
the Corporation shall cause to be delivered to the holders of the Exchangeable
Shares to be redeemed the Redemption Price for each such Exchangeable Share upon
presentation and surrender at the registered office of the Corporation or at any
office of the Transfer Agent as may be specified by the Corporation in such
notice of the certificates representing such Exchangeable Shares, together with
such other documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Act and the by-laws of the Corporation and such
additional documents and instruments as the Transfer Agent may reasonably
require. Payment of the total Redemption Price for such Exchangeable Shares
shall be made by delivery to each holder, at the address of the holder recorded
in the securities register or at any office of the Transfer Agent as may be
specified by the Corporation in such notice, on behalf of the Corporation of the
Exchangeable Share Consideration representing the total Redemption Price. On and
after the Automatic Redemption Date the holders of the Exchangeable Shares
called for redemption shall cease to be holders of such Exchangeable Shares and
shall not be entitled to exercise any of the rights of holders in respect
thereof other than the right to receive their proportionate part of the total
Redemption Price, unless payment of the total Redemption Price for such
Exchangeable Shares shall not be made upon presentation and surrender of
certificates in accordance with the foregoing provisions in which case the
rights of the holders shall remain unaffected until the total Redemption Price
has been paid in the manner hereinbefore provided. The Corporation shall have
the right at any time after the sending of notice of its intention to redeem the
Exchangeable Shares as aforesaid to deposit or cause to be deposited the
Exchangeable Share Consideration with respect to the Exchangeable Shares so
called for redemption or of such of the said Exchangeable Shares represented by
certificates that have not at the date of such deposit been surrendered by the
holders thereof in connection with such redemption in a custodial account or for
safe keeping in the case of non-cash items with any chartered bank or trust
company in Canada named in such notice whereupon the obligations of the
Corporation with respect thereto shall be deemed to have been satisfied in full.
Upon the later of such deposit being made and the Automatic Redemption Date, the
Exchangeable Shares in respect whereof such deposit shall have been made shall
be redeemed and the rights of the holders thereof after such deposit or
Automatic Redemption Date, as the case may be, shall be limited to receiving
their proportionate part of the total Redemption Price for such Exchangeable
Shares so deposited against presentation and surrender of the said certificates
held by them, respectively in accordance with the foregoing provisions. Upon
such payment or deposit of such Exchangeable Share Consideration and surrender
by the holder of certificates representing his Exchangeable Shares, the holders
of the Exchangeable Shares shall thereafter be considered and deemed for all
purposes to be holders of the Aviation Common Stock delivered to them.
Notwithstanding the foregoing until such payment or deposit of such Exchangeable
Share Consideration is made the holder shall be deemed to still be a holder of
Exchangeable Shares for purposes of all voting rights with respect thereto under
the Voting and Exchange Trust Agreement.

                                    ARTICLE 8
                               EXCHANGE PUT RIGHT

8.1 Upon and subject to the terms and conditions contained in the Voting and
Exchange Trust Agreement:

(a) a holder of Exchangeable Shares shall have the right (the "EXCHANGE PUT
RIGHT") at any time to require Aviation or Aviation Subco (as they shall
determine) to purchase all or any part of the Exchangeable Shares of the holder;
and

(b) upon the exercise by the holder of the Exchange Put Right, the holder shall
be required to sell to Aviation or Aviation Subco and Aviation or Aviation
Subco, as the case may be, shall be required to purchase from the holder that
number of Exchangeable Shares in respect of which the Exchange Put Right is
exercised in consideration of the payment by Aviation or Aviation Subco, as the
case may be, of the Exchangeable Share Price applicable thereto (which shall be
the Exchangeable Share Price applicable on the last Business Day prior to
receipt of notice required under section 8.2) and delivery by or on behalf of
Aviation or Aviation Subco, as the case may be, of the Exchangeable Share
Consideration representing the total applicable Exchangeable Share Price.

8.2 The Exchange Put Right provided in section 8.1 above and in Article 5 of the
Voting and Exchange Trust Agreement may be exercised at any time by notice in
writing given by the holder to and received by the Trustee (the
<PAGE>

                                       19

date of such receipt, the "EXCHANGE PUT DATE") accompanied by presentation and
surrender of the certificates representing such Exchangeable Shares, together
with such documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Act and the by-laws of the Corporation and such
additional documents and instruments as the Trustee may reasonably require at
the principal transfer office in Toronto, Ontario of the Trustee or at such
other office or offices of the Trustee or of other persons designated by the
Trustee for that purpose as may from time to time be maintained by the Trustee
for that purpose. Such notice may be: (i) in the form of the panel as set out on
Schedule "B", if any, on the certificates representing Exchangeable Shares; (ii)
in the form of the notice and election contained in any letter of transmittal
distributed or made available by the Corporation for that purpose; or (iii) in
other form satisfactory to the Trustee (or such other persons aforesaid). Such
notice shall also stipulate the number of Exchangeable Shares in respect of
which the right is exercised (which may not exceed the number of shares
represented by certificates surrendered to the Trustee), shall be irrevocable
unless the exchange is not completed in accordance herewith and with the Voting
and Exchange Trust Agreement and shall constitute the holder's authorization to
the Trustee (and such other persons aforesaid) to effect the exchange on behalf
of the holder.

8.3 The completion of the sale and purchase referred to in section 8.1 shall be
required to occur and Aviation or Aviation Subco, as the case may be, shall be
required to take all actions on its part necessary to permit it to occur not
later than the close of business on the third Business Day following the
Exchange Put Date.

8.4 The surrender by the holder of Exchangeable Shares under section 8.2 shall
constitute the representation, warranty and covenant of the holder that the
Exchangeable Shares so purchased are sold free and clear of any lien,
encumbrance, security interest or adverse claim or interest.

8.5 If a part only of the Exchangeable Shares represented by any certificate are
to be sold and purchased pursuant to the exercise of the Exchange Put Right, a
new certificate for the balance of such Exchangeable Shares shall be issued to
the holder at the expense of the Corporation.

8.6 Upon receipt by the Trustee of the notice, certificates and other documents
or instruments required by section 8.2, the Trustee shall deliver or cause to be
delivered, on behalf of Aviation or Aviation Subco, as the case may be, and
subject to receipt by the Trustee from Aviation or Aviation Subco, as the case
may be, of the applicable Exchangeable Share Consideration, to the relevant
holder at the address of the holder specified in the notice or by holding for
pick-up by the holder at the registered office of the Corporation or at any
office of the Trustee (or other persons aforesaid) maintained for that purpose,
the Exchangeable Share Consideration representing the total applicable
Exchangeable Share Price within the time stipulated in section 8.3. Delivery by
Aviation or Aviation, as the case may be, to the Trustee of such Exchangeable
Share Consideration shall be deemed to be payment of and shall satisfy and
discharge all liability for the total applicable Exchangeable Share Price except
as to any cheque included therein which is not paid on due presentation.

8.7 On and after the close of business on the Exchange Put Date, the holder of
the Exchangeable Shares in respect of which the Exchange Put Right is exercised
shall not be entitled to exercise any of the rights of a holder in respect
thereof other than the right to receive the total applicable Exchangeable Share
Price unless upon presentation and surrender of certificates in accordance with
the foregoing provisions payment of the Exchangeable Share Consideration shall
not be made in which case the rights of such holder shall remain unaffected
until such payment has been made. On and after the close of business on the
Exchange Put Date, provided that presentation and surrender of certificate and
payment of the Exchangeable Share Consideration has been made in accordance with
the foregoing provisions, the holder of the Exchangeable Shares so purchased by
Aviation or Aviation Subco, as the case may be, shall thereafter be considered
and deemed for all purposes to be a holder of the Aviation Common Stock
delivered to it. Notwithstanding the foregoing, until payment of the
Exchangeable Share Consideration to the holder, the holder shall be deemed to
still be a holder of Exchangeable Shares for purposes of all voting rights with
respect thereto under the Voting and Exchange Trust Agreement.

                                    ARTICLE 9
                                  VOTING RIGHTS

9.1 Except as required by applicable law and the provisions hereof, the holders
of the Exchangeable Shares shall not be entitled as such to receive notice of or
to attend any meeting of the shareholders of the Corporation or to vote at any
such meeting.

                                   ARTICLE 10
                             AMENDMENT AND APPROVAL
<PAGE>

                                       20

10.1  The rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares may be added to, changed or removed but except as
hereinafter provided only with the approval of the holders of the Exchangeable
Shares given as hereinafter specified.

10.2  Any approval given by the holders of the Exchangeable Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the approval or consent of the
holders of the Exchangeable Shares shall be deemed to have been sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum requirement that such approval be evidenced by resolution passed by not
less than 50% (or such higher percentage as may be required by law) of the votes
cast on such resolution by persons represented in person or by proxy at a
meeting of holders of Exchangeable Shares duly called and held at which the
holders of at least 50% of the outstanding Exchangeable Shares at that time are
present or represented by proxy (excluding Exchangeable Shares beneficially
owned by Aviation or its Subsidiaries). If at any such meeting the holders of at
least 50% of the outstanding Exchangeable Shares at that time are not present or
represented by proxy within one-half hour after the time appointed for such
meeting then the meeting shall be adjourned to such date not less than 10 days
thereafter and to such time and place as may be designated by the Chairman of
such meeting. At such adjourned meeting the holders of Exchangeable Shares
present or represented by proxy thereat may transact the business for which the
meeting was originally called and a resolution passed thereat by the affirmative
vote of not less than 50% (or such higher percentage as may be required by law)
of the votes cast on such resolution by persons represented in person or by
proxy at such meeting shall constitute the approval or consent of the holders of
the Exchangeable Shares. For the purposes of this section, any spoiled votes,
illegible votes, defective votes and abstinences shall be deemed to be votes not
cast.

                                   ARTICLE 11
          RECIPROCAL CHANGES, ETC. IN RESPECT OF AVIATION COMMON STOCK

11.1  (a)    Each holder of an Exchangeable Share acknowledges that the Support
Agreement provides, in part, that Aviation will not:

      (i)    issue or distribute Aviation Common Stock (or securities
             exchangeable for or convertible into or carrying rights to acquire
             shares of Aviation Common Stock) to the holders of all or
             substantially all of the then outstanding Aviation Common Stock by
             way of stock dividend or other distribution; or

      (ii)   issue or distribute rights, options or warrants to the holders of
             all or substantially all of the then outstanding Aviation Common
             Stock entitling them to subscribe for or to purchase shares of
             Aviation Common Stock (or securities exchangeable for or
             convertible into or carrying rights to acquire shares of Aviation
             Common Stock); or

      (iii)  issue or distribute to the holders of all or substantially all of
             the then outstanding shares of Aviation Common Stock; (A) shares or
             securities of Aviation of any class other than Aviation Common
             Stock (other than shares convertible into or exchangeable for or
             carrying rights to acquire Aviation Common Stock); (B) rights,
             options or warrants other than those referred to in subsection
             11.1(a)(ii) above; (C) evidences of indebtedness of Aviation; or
             (D) assets of Aviation;

unless one or each of the Corporation, Aviation and Aviation Subco is permitted
under applicable law to issue and distribute the economic equivalent on a per
share basis of such rights, options, warrants, securities, shares, evidences of
indebtedness or assets and the items referred to in clauses (i), (ii) and (iii)
above, as applicable, are issued or distributed simultaneously to holders of
Exchangeable Shares.

(b)   Each holder of an Exchangeable Share acknowledges that the Support
Agreement further provides, in part, that Aviation will not:

      (i)    subdivide, redivide or change the then outstanding shares of
             Aviation Common Stock into a greater number of shares of Aviation
             Common Stock; or

      (ii)   reduce, combine or consolidate or change the then outstanding
             shares of Aviation Common Stock into a lesser number of shares of
             Aviation Common Stock; or

      (iii)  reclassify or otherwise change the shares of Aviation Common Stock
             or effect an amalgamation, merger, reorganization or other
             transaction involving or affecting the shares of Aviation Common
             Stock;

unless the Corporation is permitted under applicable law to simultaneously make
the same or an economically equivalent change to or in the rights of the holders
of the Exchangeable Shares and the same or an economically equivalent change is
simultaneously made to or in the rights of the holders of the Exchangeable
Shares.

The Support Agreement further provides in part that with the exception of
certain ministerial amendments the aforesaid provisions of the Support Agreement
shall not be changed without the approval of Aviation, Aviation Subco, the
Corporation and the holders of the Exchangeable Shares given in accordance with
Article 10.
<PAGE>

                                       21

                                   ARTICLE 12
               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

12.1 The Corporation shall take all such actions and do all such things as shall
be necessary or advisable to perform and comply with and to ensure performance
and compliance by Aviation and Aviation Subco with all provisions of the Support
Agreement, the Voting and Exchange Trust Agreement and Aviation's Articles of
Incorporation, as amended, applicable to the Corporation, Aviation and Aviation
Subco, respectively, in accordance with the terms thereof including without
limitation taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Corporation all rights and benefits in favour of the Corporation
under or pursuant thereto.

12.2 The Corporation shall not propose, agree to or otherwise give effect to any
amendment to or waiver or forgiveness of its rights or obligations under the
Support Agreement, the Voting and Exchange Trust Agreement or Aviation's
Articles of Incorporation, as amended, without the approval of the holders of
the Exchangeable Shares given in accordance with Article 10 other than such
amendments, waivers and/or forgiveness as may be necessary or advisable for the
purpose of:

(a) adding to the covenants of the other party or parties to such agreement for
the protection of the Corporation or the holders of Exchangeable Shares;

(b) making such provisions or modifications not inconsistent with such agreement
or certificate as may be necessary or desirable with respect to matters or
questions arising thereunder which, in the opinion of the Board of Directors, it
may be expedient to make provided that the Board of Directors shall be of the
opinion, after consultation with counsel, that such provisions and modifications
will not be prejudicial to the interests of the holders of the Exchangeable
Shares; or

(c) making such changes in or corrections to such agreement or certificate
which, on the advice of counsel to the Corporation, are required for the purpose
of curing or correcting any ambiguity or defect or inconsistent provision or
clerical omission or mistake or manifest error contained therein provided that
the Board of Directors shall be of the opinion, after consultation with counsel,
that such changes or corrections shall not be prejudicial to the interests of
the holders of the Exchangeable Shares.

                                   ARTICLE 13
                                     LEGEND

13.1 The certificate evidencing the Exchangeable Shares shall contain or have
affixed thereto a legend in form and on terms approved by the Board of Directors
with respect to the Support Agreement and the Voting and Exchange Trust
Agreement (including the provisions with respect to the voting rights and
exchange provisions thereunder).

                                   ARTICLE 14
                                  MISCELLANEOUS

14.1 Any notice, request or other communication to be given to the Corporation
by a holder of Exchangeable Shares shall be in writing and shall be valid and
effective if given by mail (postage prepaid) or by telecopy or by delivery to
the registered office of the Corporation and addressed to the attention of the
Chief Executive Officer of the Corporation. Any such notice, request or other
communication, if given by mail, telecopy or delivery, shall be deemed to have
been given and received upon actual receipt thereof by the Corporation.

14.2 Any presentation and surrender by a holder of Exchangeable Shares to the
Corporation or the Transfer Agent of certificates representing Exchangeable
Shares in connection with a Liquidation Event or the retraction, redemption or
exchange of Exchangeable Shares shall be made by registered mail (postage
prepaid) or by delivery to the registered office of the Corporation or to such
office of the Transfer Agent as may be specified by the Corporation, in each
case addressed to the attention of the Chief Executive Officer of the
Corporation. Any such presentation and surrender of certificates shall only be
deemed to have been made and to be effective upon actual receipt thereof by the
Corporation or the Transfer Agent, as the case may be, and the method of any
such presentation and surrender of certificates shall be at the sole risk of the
holder.

14.3 Any notice, request or other communication to be given to a holder of
Exchangeable Shares by or on behalf of the Corporation shall be in writing and
shall be valid and effective if given by mail (postage prepaid) or by delivery
to the address of the holder recorded in the securities register of the
Corporation or in the event of the address of any such holder not being so
recorded then at the last known address of such holder. Any such notice, request
or other communication, if given by mail, shall be deemed to have been given and
received on the fifth Business Day following the date of mailing and, if given
by delivery, shall be deemed to have been given and received on the date of
delivery. Accidental failure or omission to give any notice, request or other
communication
<PAGE>

                                       22

to one or more holders of Exchangeable Shares shall not invalidate or otherwise
alter or affect any action or proceeding to be or intended to be taken by the
Corporation.

14.4 For greater certainty, the Corporation shall not be required for any
purpose under these share provisions to recognize or take account of persons who
are not so recorded in such securities register.

14.5 All Exchangeable Shares acquired by the Corporation upon the redemption,
retraction, exchange or purchase shall be cancelled.
<PAGE>

                                       23

                    PROVISIONS ATTACHING TO THE COMMON SHARE

The common shares ("COMMON SHARES") in the capital of the Corporation shall have
attached thereto the following rights, privileges, restrictions and conditions:

DIVIDENDS

Subject to the prior rights of the Exchangeable Shares and any other shares
ranking prior to the Common Shares, the holders of the Common Shares shall be
entitled to receive such dividends as may be declared by the Board of Directors
out of property of the Corporation legally available therefor.

LIQUIDATION

Subject to the prior rights of the Exchangeable Shares and any other shares
ranking prior to the Common Shares, the holders of the Common Shares shall, upon
any liquidation, dissolution or winding-up of the Corporation, whether voluntary
or involuntary, or other distribution of the assets of the Corporation for the
purpose of winding-up its affairs, be entitled to receive the remaining property
and assets of the Corporation.

VOTING

The holders of the Common Shares shall be entitled to receive notice of and to
attend all meetings of shareholders (other than separate meetings of other
classes or series of shares) and the Common Shares shall be entitled to one
vote.

RESTRICTIONS

So long as any of the Exchangeable Shares of the Corporation are outstanding the
Corporation shall not at any time without, but may at any time with, the
approval of the Board of Directors and of the holders of the Common Shares issue
any further Exchangeable Shares of the Corporation except as specifically
required in accordance with the rights, privileges, restrictions and conditions
attaching to the Exchangeable Shares.

               PROVISIONS ATTACHING TO THE CLASS X PREFERRED SHARE

The Class X Preferred Share in the capital of the Corporation shall have
attached thereto the following rights, privileges, restrictions and conditions:

DIVIDENDS

Subject to the prior rights of the holders of any shares ranking senior to the
Class X Preferred Share with respect to priority in the payment of dividends,
the holder of the Class X Preferred Share shall be entitled to receive dividends
and the Corporation shall pay dividends thereon, as and when declared by the
board of directors of the Corporation as cumulative dividends in the amount of
$1.00 per share per annum payable annually on December 31 in each year in
arrears. Such dividends shall accrue from the date of issue to and including the
date to which the computation of dividends is to be made. A cheque for the
amount of the dividend less any required deduction shall be mailed by first
class mail to the address of the registered holder thereof. Notwithstanding the
foregoing, no dividend shall be payable if the Class X Preferred Share is
cancelled on the same day it is issued.

DISSOLUTION

In the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary or any other distribution of assets of the
Corporation among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of the holders of any shares ranking senior to the
Class X Preferred Share with respect to priority in the distribution of assets
upon liquidation, dissolution or winding-up, the holder of the Class X Preferred
Share shall be entitled to receive an amount equal to the stated capital in
respect of the Class X Preferred Share and dividends remaining unpaid, including
all cumulative dividends, whether or not declared. After payment to the holder
of the Class X Preferred Share of such amounts, such holder shall not be
entitled to share in any further distribution of the assets of the Corporation.

VOTING RIGHTS

Except where specifically provided by the Act, the holder of the Class X
Preferred Share shall not be entitled to receive notice of or to attend meetings
of the shareholders of the Corporation and shall not be entitled to vote at any
meeting of
<PAGE>

                                       24

shareholders of the Corporation.
<PAGE>

--------------------------------------------------------------------------------
                                  SCHEDULE "*"

                              STOCK TRANSFER POWER

   Please insert social insurance number or tax payer identification number of

                                            ------------------------------------

                                            ------------------------------------
                                                transferee, if applicable



For value received, the undersigned hereby sells, assigns and transfers unto




           (Please print or typewrite name and address of transferee)

                                         shares represented by this certificate,



and does hereby irrevocably constitute and appoint                    attorney

to transfer the said shares on the register of the within named Corporation with
full power of substitution in the premises.



        (Date)              (Signature of Shareholder) (Guarantee of Signature)

--------------------------------------------------------------------------------
<PAGE>

                                       2

                                  SCHEDULE "A"

                              NOTICE OF RETRACTION

To:      travelbyus.com ltd. (the "CORPORATION"), Aviation Group, Inc.
         ("AVIATION") and Aviation Group Canada Ltd. ("AVIATION SUBCO")
         c/o Montreal Trust Company of Canada (the "TRANSFER AGENT")



Pursuant to Article 6 of the Share Provisions of the Corporation the undersigned
hereby notifies the Corporation that, subject to the Retraction Call Right
referred to below, the undersigned desires to have the Corporation redeem on the
Retraction Date in accordance with Article 6 of the Share Provisions:

[ ]      all shares represented by this certificate; or

[ ]                               shares only.



The undersigned hereby notifies the Corporation that the Retraction Date shall
be:

NOTE: The Retraction Date must be a Business Day and must not be less than five
Business Days nor more than 10 Business Days after the date upon which this
notice and the accompanying shares are received by the Corporation. In the event
that no such business day is correctly specified above the Retraction Date shall
be deemed to be the tenth Business Day after the date on which this notice is
received by the Corporation.

The undersigned acknowledges the Retraction Call Right of Aviation and Aviation
Subco (as they shall determine) to purchase all but not less than all of the
Retracted Shares from the undersigned and that this notice shall be deemed to be
a revocable offer by the undersigned to sell the Retracted Shares to Aviation or
Aviation Subco, as the case may be, in accordance with the Retraction Call Right
on the Retraction Date for a price per share equal to the Retraction Price and
on the other terms and conditions set out in section 6.3 of the Share Provisions
of the Corporation. If Aviation and Aviation Subco determine not to exercise the
Retraction Call Right, the Corporation will notify the undersigned of such fact
as soon as possible. This notice of retraction and offer to sell the Retracted
Shares to Aviation or Aviation Subco, as the case may be, may be revoked and
withdrawn by the undersigned by notice in writing given to the Corporation at
any time before the close of business on the Business Day immediately preceding
the Retraction Date.

The undersigned acknowledges that if, as a result of liquidity or solvency
requirements or other provisions of applicable law, the Corporation is unable to
redeem all Retracted Shares, an Insolvency Event (as defined in the Voting and
Exchange Trust Agreement) shall be deemed to have occurred and the undersigned
shall be deemed to have exercised the Exchange Right (as defined in the Voting
and Exchange Trust Agreement) so as to require Aviation or Aviation Subco, as
the case may be, to purchase the unredeemed Retracted Shares.

The undersigned hereby represents and warrants to the Corporation, Aviation and
Aviation Subco that the undersigned:

[ ]      is       (select one)

[ ]      is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). THE
UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF A REPRESENTATION THAT THE
UNDERSIGNED IS NOT A NON-RESIDENT OF CANADA, ANY APPLICABLE WITHHOLDING ON
ACCOUNT OF CANADIAN TAX WILL BE MADE FROM THE AMOUNTS PAYABLE HEREUNDER TO THE
UNDERSIGNED.

The undersigned hereby represents and warrants to the Corporation, Aviation and
Aviation Subco that the undersigned has full power and authority to give this
notice and that the acquirer will acquire good title to the shares represented
by this certificate to be acquired, free and clear of all liens, claims,
encumbrances, security interests and adverse claims and interests.

         (Date)        (Signature of Shareholder)       (Guarantee of Signature)

[ ]      Please check box if the securities and any cheque(s) or other non-cash
      assets resulting from the retraction or purchase of the Retracted Shares
      are to be held for pick-up by the shareholder at the principal transfer
      office of the Transfer Agent in Toronto, Ontario, failing which the
      securities and any cheque(s) or other non-cash assets will be mailed to
      the last address of the shareholder as it appears on the register.

NOTE: This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may require, must
be deposited with the Transfer Agent at its principal transfer office in
Toronto, Ontario. The securities and any cheque(s) or other non-cash assets
resulting from the retraction or purchase of the Retracted Shares will be issued
and registered in and made payable to, or transferred into respectively the name
of
<PAGE>

                                       3

the shareholder as it appears on the register of the Corporation and the
securities, cheque(s) or other non-cash assets resulting from such retraction or
purchase will be delivered to such shareholder as indicated above, unless the
form appearing immediately below is duly completed and all exigible transfer
taxes are paid.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>
Name of Person in Whose Name Securities or Cheque(s) or Other Non-Cash    Date
Assets Are to Be Registered, Issued or Delivered (please print)

--------------------------------------------------------------------------------------------------------
Street Address or P.O. Box                                                Signature of Shareholder

--------------------------------------------------------------------------------------------------------
City - Province                                                           Signature Guaranteed By

--------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: If the notice of retraction is for less than all of the shares represented
by this certificate, a certificate representing the remaining shares will be
issued and registered in the name of the shareholder as it appears on the
register of the Corporation, unless the Share Transfer Power hereon is duly
completed in respect of such shares.

U.S. Residents/Citizens must provide their Taxpayer Identification Number here:
<PAGE>

                                       4

                                  SCHEDULE "B*"
           NOTICE OF EXERCISE OF EXCHANGE RIGHT UPON INSOLVENCY EVENT

To:      travelbyus.com ltd. (the "CORPORATION"), Aviation Group, Inc.
         ("AVIATION"), Aviation Group Canada Ltd. ("AVIATION SUBCO") and

         Montreal Trust Company of Canada (the "TRUSTEE")

In accordance with, and subject to, the Voting and Exchange Trust Agreement, the
undersigned hereby instructs the Trustee to exercise the Exchange Right (as
defined in the Voting and Exchange Trust Agreement) upon the occurrence and
during continuance of an Insolvency Event (as defined in the Voting and Exchange
Trust Agreement) so as to require Aviation or Aviation Subco (as they shall
determine) to purchase from the undersigned:

[ ]      all shares represented by this certificate; or

[ ]                                          shares only.

The undersigned hereby represents and warrants to the Corporation, Aviation and
Aviation Subco and that the undersigned:

[ ]      is       (select one)

[ ]      is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). THE
UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF A REPRESENTATION THAT THE
UNDERSIGNED IS NOT A NON-RESIDENT OF CANADA, ANY APPLICABLE WITHHOLDING ON
ACCOUNT OF CANADIAN TAX WILL BE MADE FROM THE AMOUNTS PAYABLE HEREUNDER TO THE
UNDERSIGNED.

The undersigned hereby represents and warrants to the Corporation, Aviation and
Aviation Subco, as the case may be, that the undersigned has full power and
authority to give this notice and that Aviation or Aviation Subco, as the case
may be, will acquire good title to the shares represented by this certificate to
be acquired, free and clear of all liens, claims, encumbrances, security
interests and adverse claims and interests.

         (Date)         (Signature of Shareholder)      (Guarantee of Signature)

[ ]      Please check box if the securities and any cheque(s) or other non-cash
      assets resulting from the exercise of the Exchange Right are to be held
      for pick-up by the shareholder at the principal transfer office of
      Montreal Trust Company of Canada in Toronto, Ontario failing which the
      securities and any cheque(s) or other non-cash assets will be mailed to
      the last address of the shareholder as it appears on the register.

NOTE: This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may require, must
be deposited with the Transfer Agent at its principal transfer office in
Toronto, Ontario. The securities and any cheque(s) or other non-cash assets
resulting from the exercise of the Exchange Right will be issued and registered
in and made payable to or transferred into respectively the name of the
shareholder as it appears on the register of the Corporation and the securities
and cheque(s) or other non-cash assets resulting from such exchange will be
delivered to such shareholder as indicated above unless the form appearing
immediately below is duly completed and all exigible transfer taxes are paid.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>
Name of Person in Whose Name Securities or Cheque(s) or Other Non-Cash      Date
Assets Are to Be Registered, Issued or Delivered (please print)

-----------------------------------------------------------------------------------------------------------
Street Address or P.O. Box                                                  Signature of Shareholder

-----------------------------------------------------------------------------------------------------------
City - Province                                                             Signature Guaranteed By

-----------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: If the election to exchange is for less than all of the shares represented
by this certificate, a certificate representing the remaining shares will be
issued and registered in the name of the shareholder as it appears on the
register of the Corporation, unless the Stock Transfer Power hereon is duly
completed in respect of such shares.

U.S. Residents/Citizens must provide their Taxpayer Identification Number here:
<PAGE>

NOTICE: THE SIGNATURE TO THE STOCK TRANSFER POWER, NOTICE OF RETRACTION OR
NOTICE OF EXERCISE OF EXCHANGE RIGHT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, TRUST
COMPANY, MEMBER OF A RECOGNIZED STOCK EXCHANGE IN CANADA OR A MEMBER OF THE
SECURITIES TRANSFER ASSOCIATION MEDALLION (STAMP) PROGRAM.
<PAGE>

                                  Exhibit "B"

                          LIST OF COMPANY SECURITIES


<PAGE>

                                                                      APPENDIX D

                   FORM OF VOTING AND EXCHANGE TRUST AGREEMENT

THIS VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of _________, by and
among Aviation Group, Inc. a corporation incorporated under laws of the State of
Texas ("PARENT"), Aviation Group Canada Ltd., a corporation incorporated under
the laws of the Province of Ontario ("AVIATION SUBCO"), travelbyus.com Ltd. a
corporation incorporated under the laws of the Province of Ontario (the
"COMPANY"), and Montreal Trust Company of Canada, a trust company incorporated
under the laws of Canada (the "TRUSTEE").

WHEREAS pursuant to an Arrangement Agreement dated May 3, 2000 (the "ARRANGEMENT
AGREEMENT") by and among the Company, Parent and Aviation Subco (collectively,
the "TRANSACTION PARTIES"), the Transaction Parties agreed that at or prior to
the Effective Time (as defined in the Arrangement Agreement), the Transaction
Parties and the Trustee would execute and deliver a Voting and Exchange Trust
Agreement on terms and conditions satisfactory to the parties thereto;

WHEREAS all capitalized terms when not otherwise defined in this Agreement shall
have the respective meanings ascribed thereto in the Arrangement Agreement;

WHEREAS pursuant to the arrangement effected by the Articles of Arrangement
dated ___________ (the "ARTICLES OF ARRANGEMENT") filed pursuant to the Business
Corporations Act (Ontario), each issued and outstanding common share (a "COMMON
SHARE") of the Company (other than those Common Shares held by dissenters who
have exercised their dissent rights and who are ultimately entitled to be paid
the fair value for such Common Shares and other than those Common Shares held by
Parent, Aviation Subco or any of their respective Subsidiaries) was exchanged
for one Exchangeable Share of the Company. (individually an "EXCHANGEABLE SHARE"
and collectively, the "EXCHANGEABLE SHARES");

WHEREAS the Articles of Arrangement set forth the rights, privileges,
restrictions and conditions attaching to the Exchangeable Shares (collectively,
the "EXCHANGEABLE SHARE PROVISIONS");

WHEREAS Parent is to provide voting rights to each holder from time to time of
Exchangeable Shares, such voting rights per Exchangeable Share to be equivalent
to the voting rights per Parent Common Stock;

WHEREAS Parent is to grant to and in favor of the holders from time to time of
Exchangeable Shares certain rights to require Parent to purchase all or any part
of the Exchangeable Shares held by the holders;

WHEREAS the parties desire to make appropriate provision and to establish a
procedure (i) whereby voting rights in Parent shall be exercisable from time to
time by holders of Exchangeable Shares by and through the Trustee which will
hold legal title to one share of Special Voting Stock of Parent, par value
US$0.01 (the "SPECIAL VOTING STOCK") to which voting rights attach for the
benefit of such holders; and (ii) whereby the rights to require Parent to
purchase Exchangeable Shares from the holders thereof shall be exercisable by
such holders from time to time by and through the Trustee, which will hold legal
title to such rights for the benefit of such holders; and

WHEREAS these  recitals and all  statements of fact in this Agreement are made
by the Transaction Parties and not by the Trustee;

NOW THEREFORE in consideration of the respective covenants and agreements
provided in this Agreement and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto do
hereby covenant and agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
<PAGE>

                                       2


1.1     DEFINITIONS. In this Agreement the following terms shall have the
following meanings:

"AGGREGATE EQUIVALENT VOTE AMOUNT" means with respect to any matter, proposition
or question on which holders of Parent Common Stock are entitled to vote,
consent or otherwise act, the product of; (a) the number of Exchangeable Shares
then issued and outstanding and held by Holders (as hereinafter defined);
multiplied by (b) the number of votes to which a holder of one share of Parent
Common Stock is entitled with respect to such matter, proposition or question.

"APPLICABLE LAWS" has the meaning ascribed thereto in section 5.11.

"ARRANGEMENT" has the meaning ascribed thereto in the preambles to this
Agreement.

"ARRANGEMENT AGREEMENT has the meaning ascribed thereto in the preambles to this
Agreement.

"ARTICLES OF ARRANGEMENT" has the meaning ascribed thereto in the preambles to
this Agreement.

"AUTOMATIC EXCHANGE RIGHTS" means the obligation of Parent or Aviation Subco (as
they shall determine) to effect the automatic exchange of Parent Common Stock
for Exchangeable Shares pursuant to section 5.13.

"BOARD OF DIRECTORS" means the board of directors of the Company.

"BUSINESS DAY" has the meaning ascribed thereto in the Arrangement Agreement.

"COMMON SHARES" has the meaning ascribed thereto in the preambles to this
Agreement.

"EQUIVALENT VOTE AMOUNT" means with respect any matter, proposition or question
on which holders of Parent Common Stock are entitled to vote, consent or
otherwise act, the number of votes to which a holder of one share of Parent
Common Stock is entitled with respect to such matter, proposition or question.

"EXCHANGE PUT RIGHT" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"EXCHANGE RIGHT" has the meaning ascribed thereto in section 5.1.

"EXCHANGEABLE SHARE CONSIDERATION" has the meaning ascribed thereto in the
Exchangeable Share Provisions.

"EXCHANGEABLE SHARE PRICE" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"EXCHANGEABLE SHARE PROVISIONS" has the meaning ascribed thereto in the
preambles to this Agreement.

"EXCHANGEABLE SHARES" has the meaning ascribed thereto in the preambles to this
Agreement.

"HOLDER VOTES" has the meaning ascribed thereto in section 4.3.

"HOLDERS" means the registered holders from time to time of Exchangeable Shares,
other than Parent and its Subsidiaries.

"INSOLVENCY EVENT" means the institution by the Company of any proceeding to be
adjudicated a bankrupt or insolvent or to be dissolved or wound-up or the
consent of the Company to the institution of bankruptcy, insolvency, dissolution
or winding-up proceedings or the filing of a petition, answer or consent seeking
dissolution or winding-up under any bankruptcy, insolvency or analogous laws
including without limitation, the Companies Creditors' Arrangement Act (Canada)
and the Bankruptcy and Insolvency Act (Canada) and the failure by the Company to
contest in good faith any such proceedings commenced in respect of the Company
within 30 days of becoming aware thereof or the consent by the Company to the
filing of any such petition or to the appointment of a receiver or the making by
the Company of a general assignment for the benefit of creditors or the
admission in writing by the Company of its inability to pay its debts
<PAGE>

                                       3

generally as they become due or the Company not being permitted, pursuant to
liquidity or solvency requirements of Applicable Laws, to redeem any Retracted
Shares pursuant to section 6.6 of the Exchangeable Share Provisions.

"LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"LIQUIDATION EVENT" has the meaning ascribed thereto in subsection 5.13(b).

"LIQUIDATION EVENT EFFECTIVE TIME" has the meaning ascribed thereto in
subsection 5.13(c).

"LIST" has the meaning ascribed thereto in section 4.7.

"OBCA" means the Business Corporations Act (Ontario).

"OFFICER'S CERTIFICATE" means with respect to Parent, Aviation Subco or the
Company, as the case may be, a certificate signed by the President, Chairman or
any Vice-President of Parent, Aviation Subco or the Company, as the case may be.

"PARENT COMMON STOCK" means a share of common stock of Parent, par value
US$0.01.

"PARENT CONSENT" has the meaning ascribed thereto in section 4.3.

"PARENT MEETING" has the meaning ascribed thereto in section 4.3.

"PARENT SUCCESSOR" has the meaning ascribed thereto in subsection 11.1(a).

"PERSON" includes an individual, body corporate, partnership, company,
unincorporated syndicate or organization, trust, trustee, executor,
administrator and other legal representative.

"REDEMPTION CALL RIGHT" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"RETRACTED SHARES" has the meaning ascribed thereto in section 5.8.

"RETRACTION CALL RIGHT" has the meaning ascribed thereto in the Exchangeable
Share Provisions.

"SPECIAL VOTING STOCK" has the meaning ascribed thereto in the preambles to this
Agreement.

"SUBSIDIARY" has the meaning ascribed thereto in the Exchangeable Share
Provisions.

"SUPPORT AGREEMENT" means that certain support agreement made as of even date
hereof among the Transaction Parties.

"TRUST" means the trust created by this Agreement.

"TRUST ESTATE" means the Special Voting Stock, any other securities, the
Exchange Put Right, the Exchange Right, the Automatic Exchange Rights and any
money or other property which may be held by the Trustee from time to time
pursuant to this Agreement.

"VOTING RIGHTS" means the voting rights attached to the Special Voting Stock.

1.2     INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this
Agreement into Articles, sections and paragraphs and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. Unless otherwise indicated, all references to
an "ARTICLE" or "SECTION" followed by a number and/or a letter refer to the
specified Article or section of this Agreement. The terms "THIS AGREEMENT",
"HEREOF",
<PAGE>

                                       4

"HEREIN" and "HEREUNDER" and similar expressions refer to this Agreement and not
to any particular Article, section or other portion hereof and include any
agreement or instrument supplementary or ancillary hereto.

1.3     NUMBER, GENDER, ETC. In this Agreement, words importing the singular
number only shall include the plural and vice versa. Words importing the use of
any gender shall include all genders.

1.4     DATE FOR ANY ACTION. If any date on which any action is required to be
taken under this Agreement is not a Business Day such action shall be required
to be taken on the next succeeding Business Day.

                                    ARTICLE 2
                              PURPOSE OF AGREEMENT

2.1     ESTABLISHMENT OF TRUST. The purpose of this Agreement is to
create the Trust for the benefit of the Holders as herein provided. The Trustee
will hold the Special Voting Stock to enable the Trustee to exercise the Voting
Rights. The Trustee will hold the Exchange Put Right, the Exchange Right and the
Automatic Exchange Rights in order to enable the Trustee to exercise such
rights.

                                    ARTICLE 3
                              SPECIAL VOTING STOCK

3.1     ISSUANCE AND OWNERSHIP OF THE SPECIAL VOTING STOCK. Parent hereby issues
to and deposits with the Trustee the Special Voting Stock to be hereafter held
of record by the Trustee as trustee for and on behalf of and for the use and
benefit of the Holders and in accordance with the provisions of this Agreement.
Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf
of the Holders of good and valuable consideration (and the adequacy thereof) for
the issuance of the Special Voting Stock by Parent to the Trustee. During the
term of the Trust and subject to the terms and conditions of this Agreement the
Trustee shall possess and be vested with full legal ownership of the Special
Voting Stock and shall be entitled to exercise all of the rights and powers of
an owner with respect to the Special Voting Stock, provided that:

        (a)     the Trustee shall hold the Special Voting Stock and the legal
                title thereto as trustee solely for the use and benefit of the
                Holders in accordance with the provisions of this Agreement; and

        (b)     except as specifically authorized by this Agreement, the Trustee
                shall have no power or authority to sell, transfer, vote or
                otherwise deal with the Special Voting Stock and the Special
                Voting Stock shall not be used or disposed of by the Trustee for
                any purpose other than the purposes for which the Trust is
                created pursuant to this Agreement.

3.2     LEGENDED SHARE CERTIFICATES. The Company will cause each certificate
representing Exchangeable Shares to bear an appropriate legend notifying the
Holders of their right to instruct the Trustee as to exercise of the Voting
Rights with respect to the Exchangeable Shares held by the Holders.

3.3     SAFE KEEPING OF CERTIFICATE. The certificate representing the Special
Voting Stock shall at all times be held in safe keeping by the Trustee.


                                    ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

4.1     VOTING RIGHTS. As the holder of record of the Special Voting Stock, the
Trustee shall be entitled to all of the Voting Rights including the right to
consent to or to vote in person or by proxy the Special Voting Stock on any
matter, question or proposition whatsoever that may properly come before the
stockholders of Parent at a Parent Meeting or in
<PAGE>

                                       5

connection with a Parent Consent. The Voting Rights shall be and shall remain
vested in and exercised by the Trustee. Subject to section 7.15:

        (a)     the Trustee shall exercise the Voting Rights only on the basis
                of instructions received pursuant to this Article 4 from Holders
                entitled to instruct the Trustee as to the voting thereof at the
                time at which a Parent Consent is sought or a Parent Meeting is
                held; and

        (b)     to the extent that no instructions are received from a Holder
                with respect to the Voting Rights to which such Holder is
                entitled the Trustee shall not exercise or permit the exercise
                of such Holder's Voting Rights.

The Trustee acknowledges that the holder of the Special Voting Stock and the
holders of Parent Common Stock shall vote or consent as a single class in
respect of each matter, question or proposition to be voted on at a Parent
Meeting or being consented to in connection with a Parent Consent, it being
further acknowledged that in certain circumstances the holder of the Special
Voting Stock shall additionally have a further vote as a separate class or
series in respect of any particular matter, question or proposition.

4.2     CLASS MEETINGS OF SPECIAL VOTING STOCK. Provided that the holder of the
Special Voting Stock is also entitled to vote with the holders of Parent Common
Stock as a single class in accordance with the terms of the Special Voting
Stock, with respect to any vote proposed for consideration by the holder of the
Special Voting Stock voting separately as a series or class, either at a Parent
Meeting (as defined below) or by Parent Consent (as defined below), other than a
vote which, if passed, would affect the Voting Rights of each Holder, the
President of Parent shall instruct the Trustee as to the manner in which the
votes attached to the Special Voting Stock shall be cast in such class or series
vote. When the holder of the Special Voting Stock is not entitled to vote with
the holders of Parent Common Stock as a single class in accordance with the
terms of the Special Voting Stock, the Holders may instruct the Trustee as to
the exercise of the votes attached to the Special Voting Stock in such class or
series vote.

4.3     NUMBER OF VOTES. With respect to all meetings of stockholders of Parent
at which holders of Parent Common Stock are entitled to vote (a "PARENT
MEETING") and with respect to all written consents sought by Parent from its
stockholders including the holders of Parent Common Stock (a "PARENT CONSENT"),
each Holder shall be entitled to instruct the Trustee to cast and exercise, in
the manner instructed, a number of votes (the "HOLDER VOTES") equal to the
Equivalent Vote Amount for each Exchangeable Share owned of record by such
Holder on the record date established by Parent or by applicable law for such
Parent Meeting or Parent Consent, as the case may be, in respect of each matter,
question or proposition to be voted on at such Parent Meeting or to be consented
to in connection with such Parent Consent.

4.4     MAILINGS TO SHAREHOLDERS. With respect to each Parent Meeting and Parent
Consent, the Trustee will mail or cause to be mailed (or will otherwise
communicate in the same manner as Parent utilizes in communications to holders
of Parent Common Stock) to each of the Holders named in the List on the same day
as the initial mailing or notice or other communication with respect thereto is
commenced or given by Parent to its stockholders:

        (a)     a copy of such notice together with any related materials to be
                provided to stockholders of Parent;

        (b)     a statement that such Holder is entitled to instruct the Trustee
                as to the exercise of the Holder Votes with respect to such
                Parent Meeting or Parent Consent, as the case may be, or
                pursuant to section 4.8, to attend such Parent Meeting and to
                exercise personally the Holder Votes thereat;

        (c)     a statement as to the manner in which such instructions may be
                given to the Trustee including an express indication that
                instructions may be given to the Trustee to give:

                (i)     a proxy to such Holder or his designee to exercise
                        personally the Holder Votes; or
<PAGE>

                                       6

                (ii)    a proxy to a designated agent or other representative of
                        the management of Parent to exercise such Holder Votes;

        (d)     a statement that if no such instructions are received from the
                Holder, the Holder Votes to which such Holder is entitled will
                not be exercised;

        (e)     a form of direction whereby the Holder may so direct and
                instruct the Trustee as contemplated herein; and

        (f)     a statement as to the time and date by which such instructions
                must be received by the Trustee in order to be binding upon it,
                which in the case of a Parent Meeting shall not be earlier than
                the close of business on the second Business Day prior to such
                meeting and the method for revoking or amending such
                instructions.

The materials referred to above are to be provided by Parent to the Trustee but
shall be subject to review and comment by the Trustee. For the purpose of
determining Holder Votes to which a Holder is entitled in respect of any such
Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of
record by the Holder shall be determined at the close of business on the record
date established by Parent or by applicable law for the purposes of determining
stockholders entitled to vote at such Parent Meeting or to give written consent
in connection with such Parent Consent. Parent will notify the Trustee of any
decision of the board of directors of Parent with respect to the calling of any
such Parent Meeting or the seeking of any such Parent Consent. Parent shall
provide all necessary information and materials to the Trustee in each case
promptly and in any event in sufficient time to enable the Trustee to perform
its obligations contemplated in this section 4.4.

4.5     COPIES OF STOCKHOLDER INFORMATION. Parent will deliver to the Trustee
copies of all proxy materials (including notices of Parent Meetings but
excluding proxies to vote Parent Common Stock) information statements, reports
(including without limitation. all interim and annual financial statements) and
other written communications that are to be distributed from time to time to
holders of Parent Common Stock in sufficient quantities and in sufficient time
so as to enable the Trustee to send those materials to each Holder at the same
time as such materials are first sent to holders of Parent Common Stock. The
Trustee will mail or otherwise send to each Holder, at the expense of Parent,
copies of all such materials (and all materials specifically directed to the
Holders or to the Trustee for the benefit of the Holders by Parent) received by
the Trustee from Parent at the same time as such materials are first sent to
holders of Parent Common Stock. The Trustee will also make available for
inspection by any Holder at the Trustee's principal trust office in the City of
Toronto all proxy materials, information statements, reports and other written
communications that are:

        (a)     received by the Trustee as the registered holder of the Special
                Voting Stock and made available by Parent generally to holders
                of Parent Common Stock; or

        (b)     specifically directed to the Holders or to the Trustee for the
                benefit of the Holders by Parent.

4.6     OTHER MATERIALS. As soon as reasonably practicable after receipt by
Parent or any stockholder of Parent (if such receipt is known by Parent) of any
material sent or given generally to the holders of Parent Common Stock by or on
behalf of a third Person, including without limitation dissident proxy and
information circulars and related information and material and tender and
exchange offer circulars and related information and material, Parent shall use
its reasonable efforts to obtain and deliver to the Trustee copies thereof in
sufficient quantities so as to enable the Trustee to forward such material
unless the same has been provided directly to Holders by such third Person to
each Holder as soon as possible thereafter. As soon as practicable after receipt
thereof the Trustee will mail or otherwise send to each Holder, at the expense
of Parent, copies of all such materials received by the Trustee from Parent. The
Trustee will also make copies of all such materials available for inspection by
any Holder at the Trustee's principal trust office in the City of Toronto.
<PAGE>

                                       7

4.7     LIST OF PERSONS ENTITLED TO VOTE. The Company shall; (a) prior to each
annual and special Parent Meeting or the seeking of any Parent Consent; and (b)
forthwith upon each request made at any time by the Trustee in writing; prepare
or cause to be prepared a list (a "LIST") of the names and addresses of the
Holders arranged in alphabetical order and showing the number of Exchangeable
Shares held of record by each such Holder, in each case at the close of business
on the date specified by the Trustee in such request or in the case of a List
prepared in connection with a Parent Meeting or a Parent Consent, at the close
of business on the record date established by Parent or pursuant to applicable
law for determining the holders of Parent Common Stock entitled to receive
notice of and/or to vote at such Parent Meeting or to give consent in connection
with such Parent Consent. Each such List shall be delivered to the Trustee
promptly after receipt by the Company of such request or the record date for
such meeting or seeking of consent, as the case may be and in any event within
sufficient time as to enable the Trustee to perform its obligations under this
Agreement. Parent shall give the Company written notice (with a copy to the
Trustee) of the calling of any Parent Meeting or the seeking of any Parent
Consent, together with the record dates therefor, sufficiently prior to the date
of the calling of such meeting or seeking of such consent so as to enable the
Company to perform its obligations under this section 4.7.

4.8     ENTITLEMENT TO DIRECT VOTES. Any Holder named in a List prepared in
connection with any Parent Meeting or any Parent Consent will be entitled; (a)
to instruct the Trustee in the manner described in section 4.3 with respect to
the exercise of the Holder Votes to which such Holder is entitled; or (b) to
attend such meeting and personally to exercise thereat (or to exercise with
respect to any written consent), as the proxy of the Trustee, the Holder Votes
to which such Holder is entitled.

4.9     VOTING BY TRUSTEES AND ATTENDANCE OF TRUSTEE REPRESENTATIVE AT MEETING.

        (a)     In connection with each Parent Meeting and Parent Consent, the
                Trustee shall exercise, either in person or by proxy, in
                accordance with the instructions received from a Holder pursuant
                to section 4.3, the Holder Votes as to which such Holder is
                entitled to direct the vote (or any lesser number thereof as may
                be set forth in the instructions). Such written instructions
                must be received by the Trustee from the Holder prior to the
                time and date fixed by the Trustee for receipt of such
                instructions in the notice given by the Trustee to the Holder
                pursuant to section 4.4.

        (b)     The Trustee shall cause a representative who is empowered by the
                Trustee to sign and deliver, on behalf of the Trustee, proxies
                for Voting Rights to attend each Parent Meeting. Upon submission
                by a Holder (or its designee) of identification satisfactory to
                the Trustee's representative and at the Holder's request such
                representative shall sign and deliver to such Holder (or its
                designee) a proxy to exercise personally the Holder Votes as to
                which such Holder is otherwise entitled hereunder to direct the
                vote, if such Holder either:

                (i)     has not previously given the Trustee instructions
                        pursuant to section 4.3 in respect of such meeting; or

                (ii)    submits to the Trustee's representative written
                        revocation of any such previous instructions.

At such meeting the Holder exercising Holder Votes shall have the same rights as
the Trustee to speak at the meeting in respect of any matter, question or
proposition to vote by way of ballot at the meeting in respect of any matter,
question or proposition and to vote at such meeting by way of a show of hands in
respect of any matter, question or proposition.

4.10    DISTRIBUTION OF WRITTEN MATERIALS. Any written materials to be
distributed by the Trustee to the Holders pursuant to this Agreement shall be
sent by mail (or otherwise communicated in the same manner as Parent utilizes in
communications to holders of Parent Common Stock) to each Holder at its address
as shown on the books of the Company. The Company shall provide or cause to be
provided to the Trustee for this purpose on a timely basis and without charge or
other expense:

        (a)     a current List; and
<PAGE>

                                       8

        (b)     at the request of the Trustee, mailing labels to enable the
                Trustee to carry out its duties hereunder.

4.11    TERMINATION OF VOTING RIGHTS. Except as otherwise provided herein or in
the Exchangeable Share Provisions, the rights of a Holder with respect to the
Holder Votes exercisable in respect of the Exchangeable Shares held by such
Holder, including the right to instruct the Trustee as to the voting of or to
vote personally such Holder Votes, shall be deemed to be surrendered by the
Holder to Parent and such Holder Votes and the Voting Rights represented thereby
shall cease immediately upon the delivery by such Holder to the Trustee of the
certificates representing such Exchangeable Shares in connection with the
exercise by the Holder of the Exchange Put Right or the Exchange Right or the
occurrence of the Automatic Exchange Right as specified in Article 5 (unless in
any case neither Parent nor Aviation Subco shall have delivered the Exchangeable
Share Consideration deliverable in exchange therefor to the Trustee for delivery
to the Holders) or upon the redemption of Exchangeable Shares pursuant to the
Exchangeable Share Provisions or upon the effective date of the liquidation,
dissolution or winding-up of the Company or any other distribution of the assets
of the Company among its shareholders for the purpose of winding up its affairs
pursuant to the Exchangeable Share Provisions or upon the purchase of
Exchangeable Shares from the holder thereof by Parent or Aviation Subco, as the
case may be, pursuant to the exercise by Parent or Aviation Subco, as the case
may be, of the Retraction Call Right, the Redemption Call Right or the
Liquidation Call Right.

                                    ARTICLE 5
                      EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

5.1     GRANT AND OWNERSHIP OF THE EXCHANGE RIGHT. The Company hereby grants to
the Trustee as trustee for and on behalf of and for the use and benefit of the
Holders; (a) the Exchange Put Right; and (b) the right (the "EXCHANGE RIGHT")
upon the occurrence and during the continuance of an Insolvency Event, to
require Parent or Aviation Subco (as they shall determine) to purchase from each
Holder all or any part of the Exchangeable Shares held by the Holders, all in
accordance with the provisions of this Agreement and the Exchangeable Share
Provisions. Parent and Aviation Subco hereby acknowledge receipt from the
Trustee as trustee for and on behalf of the Holders of good and valuable
consideration (and the adequacy thereof) for the grant of the Exchange Put Right
and the Exchange Right by Parent and Aviation Subco to the Trustee. During the
term of the Trust and subject to the terms and conditions of this Agreement, the
Trustee shall possess and be vested with full legal ownership of the Exchange
Put Right and the Exchange Right and shall be entitled to exercise all of the
rights and powers of an owner with respect to the Exchange Put Right and the
Exchange Right, provided that:

        (a)     the Trustee shall hold the Exchange Put Right and the Exchange
                Right and the legal title thereto as trustee solely for the use
                and benefit of the Holders in accordance with the provisions of
                this Agreement; and

        (b)     except as specifically authorized by this Agreement, the Trustee
                shall have no power or authority to exercise or otherwise deal
                in or with the Exchange Put Right or the Exchange Right and the
                Trustee shall not exercise any such rights for any purpose other
                than the purposes for which this Trust is created pursuant to
                this Agreement.

5.2     GRANT AND OWNERSHIP OF THE AUTOMATIC EXCHANGE RIGHTS. Parent and
Aviation Subco hereby grant to the Trustee for and on behalf of and for the use
and benefit of the Holders, the Automatic Exchange Rights in accordance with the
provisions of this Agreement. Parent and Aviation Subco hereby acknowledge
receipt from the Trustee for and on behalf of the Holders of good and valuable
consideration (and the adequacy thereof) for the grant of the Automatic Exchange
Rights by Parent and Aviation Subco to the Trustee. During the term of the Trust
and subject to the terms and conditions of this Agreement, the Trustee shall
possess and be vested with full legal ownership of the Automatic Exchange Rights
and shall be entitled to exercise all of the rights and powers of an owner with
respect to the Automatic Exchange Rights, provided that:
<PAGE>

                                       9

        (a)     the Trustee shall hold the Automatic Exchange Rights and the
                legal title thereto as trustee solely for the use and benefit of
                the Holders in accordance with the provisions of this Agreement;
                and

        (b)     except as specifically authorized by this Agreement, the Trustee
                shall have no power or authority to exercise or otherwise deal
                in or with the Automatic Exchange Rights and the Trustee shall
                not exercise such rights for any purpose other than the purposes
                for which this Trust is created pursuant to this Agreement.

5.3     LEGENDED SHARE CERTIFICATES. The Company will cause each
certificate representing Exchangeable Shares to bear an appropriate legend
notifying the Holders of:

        (a)     their right to instruct the Trustee with respect to the exercise
                of the Exchange Put Right and the Exchange Right in respect of
                the Exchangeable Shares held by a Holder; and

        (b)     the Automatic Exchange Rights.

5.4     GENERAL EXERCISE OF EXCHANGE PUT RIGHT AND EXCHANGE RIGHT. The Exchange
Put Right and the Exchange Right shall be and remain vested in and exercised by
the Trustee. Subject to section 7.15, the Trustee shall exercise the Exchange
Put Right and the Exchange Right only on the basis of instructions received
pursuant to this Article 5 from Holders entitled to instruct the Trustee as to
the exercise thereof. To the extent that no instructions are received from a
Holder with respect to the Exchange Put Right and the Exchange Right, the
Trustee shall not exercise or permit the exercise of the Exchange Put Right and
the Exchange Right.

5.5     PURCHASE PRICE. The purchase price payable by Parent or Aviation Subco,
as the case may be, for each Exchangeable Share to be purchased by Parent or
Aviation Subco, as the case may be; (a) under the Exchange Put Right shall be
the amount determined under the Exchangeable Share Provisions; and (b) under the
Exchange Right shall be an amount equal to the Exchangeable Share Price on the
last Business Day prior to the day of closing of the purchase and sale of such
Exchangeable Share under the Exchange Right. In connection with each exercise of
the Exchange Right, Parent or Aviation Subco, as the case may be, will provide
to the Trustee an Officer's Certificate setting forth the calculation of the
applicable Exchangeable Share Price for each Exchangeable Share. The applicable
Exchangeable Share Price for each such Exchangeable Share so purchased may be
satisfied only by the Parent or Aviation Subco, as the case may be, issuing and
delivering or causing to be delivered to the Trustee, on behalf of the relevant
Holder, the applicable Exchangeable Share Consideration representing the total
applicable Exchangeable Share Price (less any amounts withheld pursuant to
section 5.14).

5.6     EXERCISE INSTRUCTIONS. Subject to the terms and conditions set forth
herein, upon the occurrence and during the continuance of an Insolvency Event,
the Holder shall be entitled to instruct the Trustee to exercise the Exchange
Right with respect to all or any part of the Exchangeable Shares registered in
the name of such Holder on the books of the Company. To cause the exercise of
the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in
person or by certified or registered mail, at its principal trust office in
Toronto, Ontario or at such other places in Canada as the Trustee may from time
to time designate by written notice to the Holders, the certificates
representing the Exchangeable Shares which such Holder desires Parent or
Aviation Subco, as the case may be, to purchase, duly endorsed in blank and
accompanied by such other documents and instruments as may be required to effect
a transfer of Exchangeable Shares under the OBCA and the by-laws of the Company
and such additional documents and instruments as the Trustee may reasonably
require, together with:

        (a)     a duly completed form of notice of exercise of the Exchange
                Right, contained on the reverse of or attached to the
                Exchangeable Share certificates, stating:

                (i)     that the Holder thereby instructs the Trustee to
                        exercise the Exchange Right so as to require Parent or
                        Aviation Subco, as the case may be, to purchase from the
                        Holder the number of Exchangeable Shares specified
                        therein,
<PAGE>

                                       10

                (ii)    that such Holder has good title to and owns all such
                        Exchangeable Shares to be acquired by Parent or Aviation
                        Subco, as the case may be, free and clear of all liens,
                        claims, encumbrances, security interests and adverse
                        claims or interests,

                (iii)   the names in which the certificates representing Parent
                        Common Stock issuable in connection with the exercise of
                        the Exchange Right are to be issued, and

                (iv)    the names and addresses of the persons to whom the
                        Exchangeable Share Consideration should be delivered;
                        and

        (b)     payment (or evidence satisfactory to the Trustee and the Company
                of payment) of the taxes (if any) payable as contemplated by
                section 5.9.

If only a part of the Exchangeable Shares represented by any certificate or
certificates delivered to the Trustee are to be purchased by Parent or Aviation
Subco, as the case may be, under the Exchange Right a new certificate for the
balance of such Exchangeable Shares shall be issued to the Holder at the expense
of the Company.

5.7     DELIVERY OF EXCHANGEABLE SHARE CONSIDERATION; EFFECT OF
EXERCISE. Promptly after receipt of the certificates duly endorsed for transfer
to Parent or Aviation Subco, as the case may be, representing the Exchangeable
Shares which the Holder desires Parent or Aviation Subco, as the case may be, to
purchase under the Exchange Put Right or the Exchange Right, together with such
documents and instruments of transfer and a duly completed form of notice of
exercise of the Exchange Put Right or the Exchange Right (and payment of taxes,
if any, payable as contemplated by section 5.9), the Trustee shall notify the
Company of its receipt of the same, which notice to the Company shall constitute
exercise of the Exchange Put Right or the Exchange Right by the Trustee on
behalf of the Holder of such Exchangeable Shares and Parent shall immediately
thereafter deliver or cause to be delivered to the Trustee, for delivery to the
Holder of such Exchangeable Shares (or to such other persons, if any, properly
designated by such Holder), the Exchangeable Share Consideration deliverable in
connection with the exercise of the Exchange Put Right or the Exchange Right
(less any amounts withheld pursuant to section 5.14) provided that no such
delivery shall be made unless and until the Holder requesting the same shall
have paid (or shall have provided evidence satisfactory to the Trustee and the
Company of the payment of) the taxes (if any) payable as contemplated by section
5.9. Immediately upon the giving of notice by the Trustee to the Company of the
exercise of the Exchange Put Right or the Exchange Right, as provided in this
section 5.7; (a) the closing of the transaction of purchase and sale
contemplated by the Exchange Put Right or the Exchange Right shall be deemed to
have occurred; (b) Parent or Aviation Subco, as the case may be, shall be
required to take all action necessary to permit it to occur including delivery
to the Trustee of the relevant Exchangeable Share Consideration no later than
the close of business on the fifth Business Day following the receipt by the
Trustee of notice, certificates and other documents as aforesaid; and (c) the
Holder of such Exchangeable Shares; (i) shall be deemed to have transferred to
Parent all of its right, title and interest in and to the Exchangeable Shares
and the related interest in the Trust Estate; (ii) shall cease to be a holder of
such Exchangeable Shares; and (iii) shall not be entitled to exercise any of the
rights of a holder in respect thereof other than the right to receive its
proportionate part of the total purchase price therefor unless such Exchangeable
Share Consideration is not delivered by Parent or Aviation Subco, as the case
may be, to the Trustee by the date specified above in which case the rights of
the Holder shall remain unaffected until such Exchangeable Share Consideration
is delivered by Parent or Aviation Subco, as the case may be, and any cheque
included therein is paid. Concurrently with such Holder ceasing to be a holder
of Exchangeable Shares, the Holder shall be considered and deemed for all
purposes to be the holder of Parent Common Stock delivered to it pursuant to the
Exchange Put Right or the Exchange Right. Notwithstanding the foregoing, until
the Exchangeable Share Consideration is delivered to the Holder, the Holder
shall be deemed to still be a holder of the sold Exchangeable Shares for
purposes of voting rights with respect thereto under this Agreement.

5.8     EXERCISE OF EXCHANGE RIGHT SUBSEQUENT TO RETRACTION. In the event that a
Holder has exercised its rights under the Exchangeable Share Provisions to
require the Company to redeem any or all of the Exchangeable Shares held by it
(the "RETRACTED SHARES") and is notified by the Company pursuant to the
Exchangeable Share Provisions that the
<PAGE>

                                       11

Company will not be permitted as a result of liquidity or solvency requirements
of applicable law to redeem all such Retracted Shares, subject to receipt by the
Trustee of written notice to that effect from the Company and provided that
Parent or Aviation Subco, as the case may be, shall not have exercised the
Retraction Call Right with respect to the Retracted Shares and that the Holder
has not revoked the retraction request delivered by the Holder to the Company
pursuant to the Exchangeable Share Provisions, the retraction request will
constitute and will be deemed to constitute notice from the Holder to the
Trustee instructing the Trustee to exercise the Exchange Right with respect to
those Retracted Shares which the Company is unable to redeem. In any such event
the Company shall immediately notify the Trustee of such prohibition against the
Company's redeeming all of the Retracted Shares and shall immediately forward or
cause to be forwarded to the Trustee all relevant materials delivered by the
Holder to the Company or to the transfer agent of the Exchangeable Shares
(including without limitation a copy of the retraction request delivered
pursuant to the Exchangeable Share Provisions) in connection with such proposed
redemption of the Retracted Shares and the Trustee will thereupon exercise the
Exchange Right with respect to the Retracted Shares which the Company is not
permitted to redeem and will require Parent or Aviation Subco, as the case may
be, to purchase such shares in accordance with the provisions of this Article 5.

5.9     STAMP OR OTHER TRANSFER TAXES. Upon any sale of Exchangeable Shares to
Parent or Aviation Subco, as the case may be, pursuant to the Exchange Put Right
or the Exchange Right or any sale of Exchangeable Shares to Parent or Aviation
Subco, as the case may be, pursuant to the Automatic Exchange Rights, the share
certificate or certificates representing Parent Common Stock to be delivered in
connection with the payment of the total purchase price therefor shall be issued
in the name of the Holder of the Exchangeable Shares so sold or in such names as
such Holder may otherwise direct in writing without charge to the holder of the
Exchangeable Shares so sold provided that such Holder:

        (a)     shall pay (and none of Parent, Aviation Subco, the Company or
                the Trustee shall be required to pay) any documentary, stamp,
                transfer or other taxes that may be payable in respect of any
                transfer involved in the issuance or delivery of such shares to
                a person other than such Holder; or

        (b)     shall have established to the satisfaction of the Trustee or
                Parent or Aviation Subco, as the case may be (in the case of the
                sale of Exchangeable Shares to Parent or Aviation Subco, as the
                case may be, pursuant to the Automatic Exchange Rights) and the
                Company that such taxes, if any, have been paid.

5.10    NOTICE OF INSOLVENCY EVENT. As soon as practicable following the
occurrence of an Insolvency Event or any event which with the giving of notice
or the passage of time or both would be an Insolvency Event, the Company shall
give written notice thereof to the Trustee. As soon as practicable after
receiving notice from the Company of the occurrence of an Insolvency Event the
Trustee will mail to each Holder, at the expense of the Parent, a notice of such
Insolvency Event in the form provided by Parent or Aviation Subco, as the case
may be, which notice shall contain a brief statement of the right of the Holders
with respect to the Exchange Right.

5.11    QUALIFICATION OF PARENT COMMON STOCK. Parent covenants that if any
Parent Common Stock is to be issued and delivered pursuant to the Exchange Put
Right, the Exchange Right or the Automatic Exchange Rights require registration
or qualification with or approval of or the filing of any document including any
prospectus or similar document, the taking of any proceeding with or the
obtaining of any order, ruling or consent from any governmental or regulatory
authority under any Canadian or United States federal, provincial or state law
or regulation or pursuant to the rules and regulations of any regulatory
authority or the fulfillment of any other legal requirement (collectively the
"APPLICABLE LAWS") before such shares may be issued by Parent and delivered by
Parent or Aviation Subco, as the case may be, to the initial holder thereof or
in order that such shares may be freely traded thereafter (other than
contractual restrictions and any restrictions on transfer by reason of a holder
being a "CONTROL PERSON" of Parent for purposes of Canadian federal or
provincial securities law or an "AFFILIATE" of Parent or the Company for
purposes of United States federal or state securities law), Parent will in good
faith expeditiously take all such actions and do all such things as are
necessary to cause such Parent Common Stock to be and remain duly registered,
qualified or approved. Parent represents and warrants that it has in good faith
taken all actions and has done all things as are necessary under Applicable Laws
as they exist on the date hereof to cause the shares of Parent Common Stock to
be issued and delivered pursuant to the Exchange Put Right, the Exchange Right
and the Automatic Exchange Rights and to be freely tradeable thereafter (other
than
<PAGE>

                                       12

contractual restrictions and restrictions on transfer by reason of a holder
being a "CONTROL PERSON" of Parent for the purposes of Canadian federal and
provincial securities law or an "AFFILIATE" of Parent or the Company for the
purposes of United States federal or state securities law). Parent will in good
faith expeditiously take all such actions and do all such things as are
necessary to cause all Parent Common Stock to be delivered pursuant to the
Exchange Put Right, the Exchange Right or the Automatic Exchange Rights to be
listed, quoted or posted for trading on all stock exchanges and quotation
systems on which such shares are listed, quoted or posted for trading at such
time.

5.12    PARENT COMMON STOCK. Parent hereby represents, warrants and covenants
that the Parent Common Stock issuable and deliverable as described herein will
be duly authorized and validly issued as fully paid and non-assessable.

5.13    AUTOMATIC EXCHANGE ON LIQUIDATION OF PARENT.

        (a)     Parent will give the Trustee written notice of each of the
                following events at the time set forth below:

                (i)     in the event of any determination by the board of
                        directors of Parent to institute voluntary liquidation,
                        dissolution or winding-up proceedings with respect to
                        Parent or to effect any other distribution of assets of
                        Parent among its stockholders for the purpose of winding
                        up its affairs, at least 60 days prior to the proposed
                        effective date of such liquidation, dissolution,
                        winding-up or other distribution; and

                (ii)    as soon as practicable following the earlier of: (A)
                        receipt by Parent of notice of; or (B) Parent otherwise
                        becoming aware of any threatened claim, suit, petition
                        or other proceedings with respect to the involuntary
                        liquidation, dissolution or winding-up of Parent or to
                        effect any other distribution of assets of Parent among
                        its stockholders for the purpose of winding up its
                        affairs, in each case where Parent has failed to contest
                        in good faith any such proceeding commenced in respect
                        of Parent within 30 days of becoming aware thereof.

        (b)     Immediately following receipt by the Trustee from Parent of
                notice of any event (a "LIQUIDATION EVENT") contemplated by
                section 5.13(a)(i) or (ii), the Trustee will give notice thereof
                to the Holders. Such notice shall include a brief description of
                the automatic exchange of Exchangeable Shares for Parent Common
                Stock provided for in section 5.13(c).

        (c)     To enable the Holders to participate on a pro rata basis with
                the holders of Parent Common Stock in the distribution of assets
                of Parent in connection with a Liquidation Event, immediately
                prior to the effective time (the "LIQUIDATION EVENT EFFECTIVE
                TIME") of a Liquidation Event, all of the then outstanding
                Exchangeable Shares shall be automatically exchanged for Parent
                Common Stock. To effect such automatic exchange, Parent shall be
                deemed to have purchased each Exchangeable Share outstanding
                immediately prior to the Liquidation Event Effective Time and
                held by Holders and each Holder shall be deemed to have sold the
                Exchangeable Shares held by it at such time, for a purchase
                price per share equal to the Exchangeable Share Price applicable
                at such time. In connection with such automatic exchange, Parent
                will provide to the Trustee an Officer's Certificate setting
                forth the calculation of the purchase price for each
                Exchangeable Share.

        (d)     The closing of the transaction of purchase and sale contemplated
                by section 5.13(c) shall be deemed to have occurred immediately
                prior to the Liquidation Event Effective Time and each Holder of
                Exchangeable Shares shall be deemed to have transferred to
                Parent all of the Holder's right, title and interest in and to
                such Exchangeable Shares and the related interest in the Trust
                Estate and shall cease to be a holder of such Exchangeable
                Shares and Parent shall deliver to the Holder the Exchangeable
                Share Consideration deliverable upon the automatic exchange of
                Exchangeable Shares (less any amounts withheld pursuant to
                section 5.14). Concurrently with such Holder ceasing to be a
                holder of Exchangeable Shares, the Holder shall be considered
                and deemed for all purposes to be the holder of Parent Common
                Stock delivered to it pursuant to the automatic exchange of
                Exchangeable Shares for
<PAGE>

                                       13

                Parent Common Stock and the certificates held by the Holder
                previously representing the Exchangeable Shares exchanged by the
                Holder with Parent pursuant to such automatic exchange shall
                thereafter be deemed to represent Parent Common Stock delivered
                to the Holder pursuant to such automatic exchange.

        (e)     Upon the request of a Holder and the surrender by the Holder of
                Exchangeable Share certificates deemed to represent Parent
                Common Stock, duly endorsed in blank and accompanied by such
                instruments of transfer as Parent may reasonably require, Parent
                shall deliver or cause to be delivered to the Holder
                certificates representing the shares of Parent Common Stock of
                which the Holder is the holder. Notwithstanding the foregoing,
                until each Holder is actually entered on the register of holders
                of Parent Common Stock, such Holder shall be deemed to still be
                a holder of the transferred Exchangeable Shares for purposes of
                all voting rights with respect thereto under this Agreement.

5.14    WITHHOLDING RIGHTS. Parent, Aviation Subco, the Company and the Trustee
shall be entitled to deduct and withhold from any consideration otherwise
payable under this Agreement to any holder of Exchangeable Shares or shares of
Parent Common Stock such amounts as Parent, Aviation Subco, the Company or the
Trustee is required or permitted to deduct and withhold with respect to such
payment under the Income Tax Act (Canada), the United States Internal Revenue
Code of 1986 or any provision of provincial, state, local or foreign tax law, in
each case as amended or succeeded. To the extent that amounts are so withheld,
such withheld amounts shall be treated for all purposes as having been paid to
the holder of the shares in respect of which such deduction and withholding was
made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amount so required or
permitted to be deducted or withheld from any payment to a holder exceeds the
cash portion of the consideration otherwise payable to the holder, Parent,
Aviation Subco and the Trustee are hereby authorized to sell or otherwise
dispose of such portion of the consideration as is necessary to provide
sufficient funds to Parent, Aviation Subco or the Trustee, as the case may be,
to enable it to comply with such deduction or withholding requirement and
Parent, Aviation Subco or the Trustee shall notify the holder thereof and shall
remit to such holder any unapplied balance of the net proceeds of such sale.

                                    ARTICLE 6
                RESTRICTIONS ON ISSUANCE OF SPECIAL VOTING STOCK

During the term of this Agreement, without the consent of the Holders at the
relevant time of the Exchangeable Shares given in accordance with the
Exchangeable Share Provisions, Parent will not issue any Parent Special Voting
Stock in addition to the Special Voting Stock.

                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

7.1     POWERS AND DUTIES OF THE TRUSTEE. The rights, powers and authorities of
the Trustee under this Agreement, in its capacity as trustee of the Trust, shall
include:

        (a)     receipt and deposit of the Special Voting Stock from Parent as
                trustee for and on behalf of the Holders in accordance with the
                provisions of this Agreement;

        (b)     granting proxies and distributing materials to Holders as
                provided in this Agreement;

        (c)     voting the Holder Votes in accordance with the provisions of
                this Agreement;

        (d)     receiving the Exchange Put Right and the Exchange Right from
                Parent and Aviation Subco and receiving the Automatic Exchange
                Rights from Parent and Aviation Subco as trustee for and on
                behalf of the Holders in accordance with the provisions of this
                Agreement;
<PAGE>

                                       14

        (e)     exercising the Exchange Put Right and the Exchange Right and
                enforcing the benefit of the Automatic Exchange Rights, in each
                case in accordance with the provisions of this Agreement and in
                connection therewith receiving from Holders, Exchangeable Shares
                and other requisite documents and distributing to such Holders
                Parent Common Stock and cheques, if any, to which such Holders
                are entitled upon the exercise of the Exchange Put Right and the
                Exchange Right or pursuant to the Automatic Exchange Rights, as
                the case may be;

        (f)     holding title to the Trust Estate;

        (g)     investing any moneys forming, from time to time, a part of the
                Trust Estate as provided in this Agreement;

        (h)     taking action at the direction of a Holder or Holders to enforce
                the obligations of Parent, Aviation Subco and the Company under
                this Agreement; and

        (i)     taking such other actions and doing such other things as are
                specifically provided in this Agreement.

In the exercise of such rights, powers and authorities the Trustee shall have
and is granted such incidental and additional rights, powers and authority not
in conflict with any of the provisions of this Agreement as the Trustee, acting
in good faith and in the reasonable exercise of its discretion, may deem
necessary, appropriate or desirable to effect the purpose of the Trust. Any
exercise of such discretionary rights, powers and authorities by the Trustee
shall be final, conclusive and binding upon all persons. The Trustee in
exercising its rights, powers, duties and authorities hereunder shall act
honestly and in good faith with a view to the best interests of the Holders and
shall exercise the care, diligence and skill that a reasonably prudent trustee
would exercise in comparable circumstances.

7.2     NO CONFLICT OF INTEREST. The Trustee represents to the Company, Parent
and Aviation Subco that at the date of execution and delivery of this Agreement
there exists no material conflict of interest in the role of the Trustee as a
fiduciary hereunder and the role of the Trustee in any other capacity. Within 60
days after the Trustee becomes aware that such a material conflict of interest
exists the Trustee shall either eliminate such material conflict of interest or
resign in the manner and with the effect specified in Article 10 hereof. If
notwithstanding the foregoing provisions of this section 7.2 the Trustee has
such a material conflict of interest, the validity and enforceability of this
Agreement shall not be affected in any manner whatsoever by reason only of the
existence of such material conflict of interest. If the Trustee contravenes the
foregoing provisions of this section 7.2, any interested party may apply to the
Ontario Court of Justice (General Division) for an order that the Trustee be
replaced as trustee hereunder.

7.3     DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC. The Company, Parent and
Aviation Subco irrevocably authorize the Trustee, from time to time, to:

        (a)     consult, communicate and otherwise deal with the respective
                registrars and transfer agents and with any such subsequent
                registrar or transfer agent, of the Exchangeable Shares and
                Parent Common Stock; and

        (b)     requisition, from time to time: (i) from any such registrar or
                transfer agent any information readily available from the
                records maintained by it which the Trustee may reasonably
                require for the discharge of its duties and responsibilities
                under this Agreement; and (ii) from the transfer agent of Parent
                Common Stock and any subsequent transfer agent of such shares to
                complete the exercise from time to time of the Exchange Put
                Right, the Exchange Right and the Automatic Exchange Rights in
                the manner specified in Article 5 hereof, the share certificates
                issuable upon such exercise.

The Company, Parent and Aviation Subco irrevocably authorize their respective
registrars and transfer agents to comply with all such requests. Parent and
Aviation Subco covenant that they will supply their transfer agent with duly
executed
<PAGE>

                                       15

share certificates for the purpose of completing the exercise from time to time
of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights
in each case pursuant to Article 5 hereof.

7.4     BOOKS AND RECORDS. The Trustee shall keep available for inspection by
Parent, Aviation Subco and the Company, at the Trustee's principal trust office
in Toronto, Ontario, correct and complete books and records of account relating
to the Trustee's actions under this Agreement, including without limitation, all
information relating to mailings and instructions to and from Holders and all
transactions pursuant to the Voting Rights, the Exchange Put Right, the Exchange
Right and the Automatic Exchange Rights for the term of this Agreement. On or
before December 15, 2000 and on or before December 15 in every year thereafter
so long as the Special Voting Stock is on deposit with the Trustee, the Trustee
shall transmit to Parent, Aviation Subco and the Company a brief report, dated
as of the preceding with respect to:

        (a)     property and funds comprising the Trust Estate as of that date;

        (b)     the number of exercises of the Exchange Put Right and the
                Exchange Right, if any and the aggregate number of Exchangeable
                Shares received by the Trustee on behalf of Holders in
                consideration of the issue and delivery by Parent or Aviation
                Subco, as the case may be, of Parent Common Stock in connection
                with the Exchange Put Right and the Exchange Right, during the
                calendar year ended on such date; and

        (c)     all other actions taken by the Trustee in the performance of its
                duties under this Agreement which it had not previously
                reported.

7.5     INCOME TAX RETURNS AND REPORTS. To the extent necessary the Trustee
shall prepare and file on behalf of the Trust appropriate United States and
Canadian income tax returns and any other returns or reports as may be required
by applicable law or pursuant to the rules and regulations of any securities
exchange or other trading system through which the Exchangeable Shares are
traded.

7.6     INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE. The Trustee shall
exercise any or all of the rights, duties, powers or authorities vested in it by
this Agreement at the request, order or direction of any Holder upon such Holder
furnishing to the Trustee reasonable funding, security and indemnity against the
costs, expenses and liabilities which may be incurred by the Trustee therein or
thereby. No Holder shall be obligated to furnish to the Trustee any such
funding, security or indemnity in connection with the exercise by the Trustee of
any of its rights, duties, powers and authorities with respect to the Special
Voting Stock pursuant to Article 4, subject to section 7.15 and with respect to
the Exchange Put Right and the Exchange Right pursuant to Article 5, subject to
section 7.15 and with respect to the Automatic Exchange Rights pursuant to
Article 5. None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the exercise of any of its rights, powers, duties or authorities unless
funded, given funds, security and indemnified as aforesaid.

7.7     ACTIONS BY HOLDERS. No Holder shall have the right to institute any
action, suit or proceeding or to exercise any other remedy authorized by this
Agreement for the purpose of enforcing any of its rights or for the execution of
any trust or power hereunder unless the Holder has requested the Trustee to take
or institute such action, suit or proceeding and has furnished the Trustee with
the funding, security and indemnity referred to in section 7.6 and the Trustee
shall have failed to act within a reasonable time thereafter. In such case, but
not otherwise, the Holder shall be entitled to take proceedings in any court of
competent jurisdiction such as the Trustee might have taken, it being understood
and intended that no one or more Holders shall have any right in any manner
whatsoever to affect, disturb or prejudice the rights hereby created by any such
action or to enforce any right hereunder or under the Voting Rights, the
Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, except
subject to the conditions and in the manner herein provided and that all powers
and trusts hereunder shall be exercised and all proceedings at law shall be
instituted, had and maintained by the Trustee, except only as herein provided
and in any event for the equal benefit of all Holders.
<PAGE>

                                       16

7.8     RELIANCE UPON DECLARATIONS. The Trustee shall not be considered to be in
contravention of any of its rights, powers, duties and authorities hereunder if,
when required, the Trustee acts and relies in good faith upon lists, mailing
labels, notices, statutory declarations, certificates, opinions, reports or
other papers or documents furnished pursuant to the provisions hereof or
required by the Trustee to be furnished to it in the exercise of its rights,
powers, duties and authorities hereunder and such lists, mailing labels,
notices, statutory declarations, certificates, opinions, reports or other papers
or documents comply with the provisions of section 7.9, if applicable and with
any other applicable provisions of this Agreement.

7.9     EVIDENCE AND AUTHORITY TO TRUSTEE. The Company, Parent and Aviation
Subco shall furnish to the Trustee evidence of compliance with the conditions
provided for in this Agreement relating to any action or step required or
permitted to be taken by either of them or the Trustee under this Agreement or
as a result of any obligation imposed under this Agreement, including without
limitation in respect of the Voting Rights or the Exchange Put Right, the
Exchange Right or the Automatic Exchange Rights and the taking of any other
action to be taken by the Trustee at the request of or on the application of the
Company, Parent or Aviation Subco forthwith if and when:

        (a)     such evidence is required by any other section of this Agreement
                to be furnished to the Trustee in accordance with the terms of
                this section 7.9; or

        (b)     in the exercise of its rights, powers, duties and authorities
                under this Agreement, the Trustee gives the Company, Parent or
                Aviation Subco written notice requiring it to furnish such
                evidence in relation to any particular action or obligation
                specified in such notice.

Such evidence shall consist of an Officer's Certificate of the Company, Parent
or Aviation Subco or a statutory declaration or a certificate made by Persons
entitled to sign an Officer's Certificate stating that any such condition has
been complied with in accordance with the terms of this Agreement. Whenever such
evidence relates to a matter other than the Voting Rights or the Exchange Put
Right, the Exchange Right or the Automatic Exchange Rights and except as
otherwise specifically provided herein such evidence may consist of a report or
opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or
other expert or any other person whose qualifications give authority to a
statement made by such Person provided that if such report or opinion is
furnished by a director, officer or employee of the Company, Parent or Aviation
Subco, it shall be in the form of an Officer's Certificate or a statutory
declaration. Each statutory declaration, Officer's Certificate, opinion or
report furnished to the Trustee as evidence of compliance with a condition
provided for in this Agreement shall include a statement by the Person giving
the evidence:

        (a)     declaring that such Person has read and understands the
                provisions of this Agreement relating to the condition in
                question;

        (b)     describing the nature and scope of the examination or
                investigation upon which such Person based the statutory
                declaration, Officer's Certificate, opinion or report; and

        (c)     declaring that such Person has made such examination or
                investigation as such Person believes is necessary to enable
                such. Person to make the statements or give the opinions
                contained or expressed therein.

7.10    EXPERTS, ADVISERS AND AGENTS. The Trustee may: (a) in relation to these
presents act and rely on the opinion or advice of or information obtained from
or prepared by any solicitor, auditor, accountant, appraiser, valuer, engineer
or other expert, whether retained by the Trustee, the Company, Parent or
Aviation Subco or otherwise and may employ such assistants as may be necessary
to the proper determination and discharge of its powers and duties and
determination of its rights hereunder and may pay proper and reasonable
compensation for all such legal and other advice or assistance as aforesaid; and
(b) employ such agents and other assistants as it may reasonably require for the
proper determination and discharge of its powers and duties hereunder and may
pay reasonable remuneration for all services performed for it (and shall be
entitled to receive reasonable remuneration for all services performed by it) in
the discharge of the trusts
<PAGE>

                                       17

hereof and compensation for all disbursements, costs and expenses made or
incurred by it in the determination and discharge of its duties hereunder and in
the management of the Trust.

7.11    INVESTMENT OF MONEYS HELD BY TRUSTEE. Unless otherwise provided in this
Agreement, any moneys held by or on behalf of the Trustee which under the terms
of this Agreement may or ought to be invested or which may be on deposit with
the Trustee or which may be in the hands of the Trustee, may be invested and
reinvested in the name or under the control of the Trustee in securities in
which under the laws of the Province of Ontario, trustees are authorized to
invest trust moneys provided such securities are stated to mature within two
years after their purchase by the Trustee and the Trustee shall so invest such
moneys on the written direction of the Company. Pending the investment of any
moneys as hereinbefore provided such moneys may be deposited in the name of the
Trustee in any chartered bank in Canada or with the consent of the Company in
the deposit department of the Trustee or any other loan or trust company
authorized to accept deposits under the laws of Canada or any province thereof
at the rate of interest then current on similar deposits.

7.12    TRUSTEE NOT REQUIRED TO GIVE SECURITY. The Trustee shall not be required
to give any bond or security in respect of the execution of the trusts, rights,
duties, powers and authorities of this Agreement or otherwise in respect of the
premises.

7.13    TRUSTEE NOT BOUND TO ACT ON REQUEST. Except as otherwise specifically
provided in this Agreement, the Trustee shall not be bound to act in accordance
with any direction or request of the Company, Parent or Aviation Subco or of the
directors thereof until a duly authenticated copy of the instrument or
resolution containing such direction or request shall have been delivered to the
Trustee and the Trustee shall be empowered to act and rely upon any such copy
purporting to be authenticated and believed by the Trustee to be genuine.

7.14    AUTHORITY TO CARRY ON BUSINESS. The Trustee represents to the Company,
Parent and Aviation Subco that at the date of execution and delivery by it of
this Agreement, it is authorized to carry on the business of a trust company in
each of the Provinces of Canada but if, notwithstanding the provisions of this
section 7.14, the Trustee ceases to be so authorized to carry on business, the
validity and enforceability of this Agreement and the Voting Rights, the
Exchange Put Right, the Exchange Right and the Automatic Exchange Rights shall
not be affected in any manner whatsoever by reason only of such event. Within 60
days after ceasing to be authorized to carry on the business of a trust company
in any Province of Canada, the Trustee shall become so authorized or shall
resign in the manner specified in Article 10.

7.15    CONFLICTING CLAIMS. If conflicting claims or demands are made or
asserted with respect to any interest of any Holder in any Exchangeable Shares,
including any disagreement between the heirs, representatives, successors or
assigns succeeding to all or any part of the interest of any Holder in any
Exchangeable Shares resulting in conflicting claims or demands being made in
connection with such interest the Trustee shall be entitled, at its sole
discretion, to refuse to recognize or to comply with any such claim or demand.
In so refusing, the Trustee may elect not to exercise any Voting Rights,
Exchange Put Right, Exchange Right or Automatic Exchange Rights subject to such
conflicting claims or demands and in so doing the Trustee shall not be or become
liable to any person on account of such election or its failure or refusal to
comply with any such conflicting claims or demands. The Trustee shall be
entitled to continue to refrain from acting and to refuse to act until:

        (a)     the rights of all adverse claimants with respect to the Voting
                Rights, Exchange Put Right, Exchange Right or Automatic Exchange
                Rights subject to such conflicting claims or demands have been
                adjudicated by a final judgment of a court of competent
                jurisdiction; or

        (b)     all differences with respect to the Voting Rights, Exchange Put
                Right, Exchange Right or Automatic Exchange Rights subject to
                such conflicting claims or demands have been conclusively
                settled by a valid written agreement binding on all such adverse
                claimants and the Trustee shall have been furnished with an
                executed copy of such agreement.
<PAGE>

                                       18

If the Trustee elects to recognize any claim or comply with any demand made by
any such adverse claimant, it may in its discretion require such claimant to
furnish such surety bond or other security satisfactory to the Trustee as it
shall deem appropriate fully to indemnify it as between all conflicting claims
or demands.

7.16    ACCEPTANCE OF TRUST. The Trustee hereby accepts the Trust created by and
provided for in this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and to hold all rights, privileges and benefits
conferred hereby and by law in trust for the various persons who shall from time
to time be Holders, subject to all the terms and conditions herein set forth.

                                    ARTICLE 8
                                  COMPENSATION

8.1     COMPENSATION. Parent, Aviation Subco and the Company jointly and
severally agree to pay to the Trustee reasonable compensation for all the
services rendered by the Trustee under this Agreement and will reimburse the
Trustee for all reasonable expenses (including taxes other than taxes based on
the net income of the Trustee) and disbursements, including the cost and expense
of any suit or litigation of any character and any proceedings before any
governmental agency, reasonably incurred by the Trustee in connection with its
rights and duties under this Agreement provided that Parent, Aviation Subco and
the Company shall have no obligation to reimburse the Trustee for any expenses
or disbursements paid, incurred or suffered by the Trustee in any suit or
litigation in which the Trustee is determined to have acted fraudulently or in
bad faith or with negligence, recklessness or willful misconduct.

                                    ARTICLE 9
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1     INDEMNIFICATION OF THE TRUSTEE. Parent, Aviation Subco and the Company
jointly and severally agree to indemnify and hold harmless the Trustee and each
of its directors, officers and agents appointed and acting in accordance with
this Agreement (collectively, the "INDEMNIFIED PARTIES") against all claims,
losses, damages, costs, penalties, fines and reasonable expenses (including
reasonable expenses of the Trustee's legal counsel) which, without fraud,
negligence, recklessness, willful misconduct or bad faith on the part of such
Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by
reason of or as a result of the Trustee's acceptance or administration of the
Trust, its compliance with its duties set forth in this Agreement or any written
or oral instructions delivered to the Trustee by Parent, Aviation Subco or the
Company pursuant hereto. In no case shall Parent, Aviation Subco or the Company
be liable under this indemnity for any claim against any of the Indemnified
Parties until Parent, Aviation Subco and the Company shall be notified by the
Trustee of the written assertion of a claim or of any action commenced against
the Indemnified Parties, after any of the Indemnified Parties shall have
received any such written assertion of a claim or shall have been served with a
summons or other first legal process giving information as to the nature and
basis of the claim. Subject to (ii) below, Parent, Aviation Subco and the
Company shall be entitled to participate at their own expense in the defense and
if Parent, Aviation Subco or the Company so elect at any time after receipt of
such notice, any of them may assume the defense of any suit brought to enforce
any such claim. The Trustee shall have the right to employ separate counsel in
any such suit and participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of the Trustee unless: (i) the
employment of such counsel has been authorized by Parent, Aviation Subco or the
Company; or (ii) the named parties to any such suit include both the Trustee and
Parent, Aviation Subco or the Company and the Trustee shall have been advised by
counsel acceptable to Parent, Aviation Subco or the Company that there may be
one or more legal defenses available to the Trustee that are different from or
in addition to those available to Parent, Aviation Subco or the Company and that
in the judgment of such counsel, would present a conflict of interest were a
joint representation to be undertaken (in which case Parent, Aviation Subco and
the Company shall not have the right to assume the defense of such suit on
behalf of the Trustee but shall be liable to pay the reasonable fees and
expenses of counsel for the Trustee). This indemnity shall survive the removal
of the Trustee.

9.2     LIMITATION OF LIABILITY. The Trustee shall not be held liable for any
loss which may occur by reason of depreciation of the value of any part of the
Trust Estate or any loss incurred on any investment of funds pursuant to this
Agreement
<PAGE>

                                       19

except to the extent that such loss is attributable to the fraud,
negligence, recklessness, willful misconduct or bad faith on the part of the
Trustee.

                                   ARTICLE 10
                                CHANGE OF TRUSTEE

10.1    RESIGNATION. The Trustee or any trustee hereafter appointed may at any
time resign by giving written notice of such resignation to Parent, Aviation
Subco and the Company specifying the date on which it desires to resign,
provided such notice shall never be given less than 60 days before such desired
resignation date unless Parent, Aviation Subco and the Company otherwise agree
and provided further that such resignation shall not take effect until the date
of the appointment of a successor trustee and the acceptance of such appointment
by the successor trustee. Upon receiving such notice of resignation, Parent,
Aviation Subco and the Company shall promptly appoint a successor trustee by
written instrument in duplicate, one copy of which shall be delivered to the
resigning trustee and one copy to the successor trustee. Failing acceptance by a
successor trustee, a successor trustee may be appointed by an order of the
Ontario Court of Justice (General Division) upon application of one or more of
the parties hereto.

10.2    REMOVAL. The Trustee or any trustee hereafter appointed may be removed
with or without cause at any time on not less than 30 days' prior notice by
written instrument executed by Parent, Aviation Subco and the Company in
duplicate one copy of which shall be delivered to the trustee so removed and one
copy to the successor trustee, provided that in connection with such removal
provision is made for a replacement trustee similar to that contemplated in
section 10.1.

10.3    SUCCESSOR TRUSTEE. Any successor trustee appointed as provided under
this Agreement shall execute, acknowledge and deliver to Parent, Aviation Subco
and the Company and to its predecessor trustee an instrument accepting such
appointment. Thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement with like effect as if
originally named as trustee in this Agreement. However on the written request of
Parent, Aviation Subco and the Company or of the successor trustee, the trustee
ceasing to act, shall upon payment of any amounts then due it pursuant to the
provisions of this Agreement, shall execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act. Upon the request of any such successor trustee, Parent,
Aviation Subco, the Company and such predecessor trustee shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.

10.4    NOTICE OF SUCCESSOR TRUSTEE. Upon acceptance of appointment by a
successor trustee as provided herein, Parent, Aviation Subco and the Company
shall cause to be mailed notice of the succession of such trustee hereunder to
each Holder specified on the List. If Parent, Aviation Subco or the Company
shall fail to cause such notice to be mailed within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of Parent, Aviation Subco and the Company.

                                   ARTICLE 11
                                PARENT SUCCESSORS

11.1    CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC. Parent shall not
enter into any transaction (whether by way of reconstruction, reorganization,
consolidation, merger, transfer, sale, lease or otherwise) whereby all or
substantially all of its undertaking, property and assets would become the
property of any other Person or in the case of a merger of the continuing
corporation resulting therefrom but the Parent may do so if:

        (a)     such other Person or continuing corporation (the "PARENT
                Successor") by operation of law becomes bound by the terms and
                provisions of this Agreement or if not so bound, prior to or
                contemporaneously with the consummation of such transaction
                executes an Agreement supplemental hereto and such other
                instruments (if any) as are satisfactory to the Trustee, acting
                reasonably and in the opinion of legal
<PAGE>

                                       20

                counsel to the Trustee are necessary or advisable to evidence
                the assumption by the Parent Successor of liability for all
                moneys payable and property deliverable hereunder, the covenant
                of such Parent Successor to pay and deliver or cause to be
                delivered the same and its agreement to observe and perform all
                the covenants and obligations of Parent under this Agreement;
                and

        (b)     to the satisfaction of the Trustee and in the opinion of legal
                counsel to the Trustee such transaction shall be upon such terms
                which substantially preserve and do not impair in any material
                respect any of the rights, duties, powers and authorities of the
                Trustee or of the Holders hereunder.

11.2    VESTING OF POWERS IN PARENT SUCCESSOR. Whenever the conditions of
section 11.1 have been duly observed and performed, if required by section 11.1,
the Parent Successor, the Company and the Trustee shall execute and deliver the
supplemental agreement provided for in Article 12, and thereupon the Parent
Successor shall possess and from time to time may exercise each and every right
and power of Parent under this Agreement in the name of Parent or otherwise and
any act or proceeding by any provision of this Agreement required to be done or
performed by the board of directors of Parent or any officers of Parent may be
done and performed with like force and effect by the directors or officers of
such Parent Successor.

11.3    WHOLLY-OWNED SUBSIDIARIES. Nothing herein shall be construed as
preventing the amalgamation or merger of any wholly-owned subsidiary of Parent
with or into Parent or the winding-up, liquidation or dissolution of any
wholly-owned subsidiary of Parent provided that all of the assets of such
subsidiary are transferred to Parent or another wholly-owned subsidiary of
Parent and any such transactions are expressly permitted by this Article 11.

                                   ARTICLE 12
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

12.1    AMENDMENTS, MODIFICATIONS, ETC. Subject to section 12.4, this Agreement
may not be amended, modified or waived except by an agreement in writing
executed by the Company, Parent and Aviation Subco and the Trustee and approved
by the Holders in accordance with the Exchangeable Share Provisions. No
amendment to or modification or waiver of any of the provisions of this
Agreement otherwise permitted hereunder shall be effective unless made in
writing and signed by all of the parties hereto.

12.2    MINISTERIAL AMENDMENTS. Notwithstanding the provisions of section 12.1,
the parties to this Agreement may in writing, at any time and from time to time,
without the approval of the Holders, amend or modify this Agreement for the
purposes of:

        (a)     adding to the covenants of any or all of the parties hereto for
                the protection of the Holders hereunder;

        (b)     making such amendments or modifications not inconsistent with
                this Agreement as may be necessary or desirable with respect to
                matters or questions which, in the opinion of the board of
                directors of each of Parent, Aviation Subco and the Company and
                in the opinion of the Trustee and its counsel, having in mind
                the best interests of the Holders as a whole, it may be
                expedient to make, provided that such boards of directors and
                the Trustee and its counsel shall be of the opinion that such
                amendments and modifications will not be prejudicial to the
                interests of the Holders as a whole; or

        (c)     making such changes or corrections which, on the advice of
                counsel to the Company, Parent, Aviation Subco and the Trustee,
                are required for the purpose of curing or correcting any
                ambiguity or defect or inconsistent provision or clerical
                omission or mistake or manifest error. The Trustee and its
                counsel and the board of directors of each of the Company,
                Parent and Aviation Subco must be of the opinion that such
                changes or corrections will not be prejudicial to the interests
                of the Holders as a whole.

12.3    MEETING TO CONSIDER AMENDMENTS. At the request of Parent, Aviation Subco
or the Company, the Trustee shall call a meeting or meetings of the Holders for
the purpose of considering any proposed amendment or modification
<PAGE>

                                       21

requiring approval pursuant hereto. Any such meeting or meetings shall be called
and held in accordance with the by-laws of the Company, the Exchangeable Share
Provisions and all applicable laws.

12.4    CHANGES IN CAPITAL OF PARENT AND THE COMPANY. At all times after the
occurrence of an event pursuant to section 2.7 or section 2.8 of the Support
Agreement, as a result of which either Parent Common Stock or the Exchangeable
Shares or both are in any way changed, this Agreement shall forthwith be amended
and modified as necessary in order that it shall apply with full force and
effect, mutatis mutandis, to all new securities into which Parent Common Stock
or the Exchangeable Shares or both are so changed and the parties hereto shall
execute and deliver a supplemental agreement giving effect to and evidencing
such necessary amendments and modifications.

12.5    EXECUTION OF SUPPLEMENTAL AGREEMENTS. From time to time the Company
(when authorized by a resolution of its Board of Directors), Parent or Aviation
Subco (when authorized by a vote of their respective board of directors) and the
Trustee may, subject to the provisions of these presents and they shall, when so
directed by these presents, execute and deliver by their proper officers,
agreements or other instruments supplemental hereto, which thereafter shall form
part hereof, for any one or more of the following purposes:

        (a)     evidencing the succession of any Parent Successors to Parent and
                the covenants of and obligations assumed by each such Parent
                Successor in accordance with the provisions of Article 11 and
                the successor of any successor trustee in accordance with the
                provisions of Article 10;

        (b)     making any additions to, deletions from or alterations of the
                provisions of this Agreement or the Voting Rights, the Exchange
                Put Right, the Exchange Right or the Automatic Exchange Rights
                which in the opinion of the Trustee and its counsel, will not be
                prejudicial to the interests of the Holders as a whole or are in
                the opinion of counsel to the Trustee necessary or advisable in
                order to incorporate, reflect or comply with any legislation the
                provisions of which apply to Parent, Aviation Subco, the
                Company, the Trustee or this Agreement; and

        (c)     for any other purposes not inconsistent with the provisions of
                this Agreement including without limitation to make or evidence
                any amendment or modification to this Agreement as contemplated
                hereby provided that in the opinion of the Trustee and its
                counsel the rights of the Trustee and the Holders as a whole
                will not be prejudiced thereby.

                                   ARTICLE 13
                                   TERMINATION

13.1    TERM. The Trust created by this Agreement shall continue until the
earliest to occur of the following events:

        (a)     no outstanding Exchangeable Shares are held by a Holder; and

        (b)     the Company, Parent and Aviation Subco elect in writing to
                terminate the Trust and such termination is approved by the
                Holders in accordance with the Exchangeable Share Provisions.

13.2    SURVIVAL OF AGREEMENT. This Agreement shall survive any termination of
the Trust and shall continue until there are no Exchangeable Shares outstanding
held by a Holder provided that the provisions of Articles 8 and 9 shall survive
any such termination of this Agreement.

                                   ARTICLE 14
                                     GENERAL

14.1    SEVERABILITY. If any provision of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remainder of this Agreement shall not in any way be affected or impaired thereby
and the Agreement shall be carried out as nearly as possible in accordance with
its original terms and conditions.
<PAGE>

                                       22

14.2    ENUREMENT. This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and their respective successors and permitted
assigns and to the benefit of the Holders.

14.3    NOTICES TO PARTIES. All notices and other communications between the
parties hereunder shall be in writing and shall be deemed to have been given if
delivered personally or by confirmed telecopy to the parties at the following
addresses (or at such other address for such party as shall be specified in like
notice):

To Parent or Aviation Subco:

             Aviation Group, Inc.
             700 North Pearl Street
             Suite 2170
             Dallas, Texas  75201

             Attention:       Lee B. Sanders
             Facsimile Number:  (214) 922-9242

With copies to:

             Jenkens & Gilchrist, P.C.
             1445 Ross Avenue
             Suite 3200
             Dallas, Texas  75202-2799

             Attention:       Daryl B. Robertson, Esq.
             Facsimile Number:  (214) 855-4300


To the Company:

             travelbyus.com Ltd.
             204 - 3237 King George Highway
             South Surrey, British Columbia
             V4P 1B7

             Attention:       Bill Kerby
             Facsimile Number:  (604) 541-2450
<PAGE>

                                       23

With a copy to:

Cassels Brock & Blackwell LLP
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario M5H 3C2
CANADA

Attention: John H. Craig
Facsimile number: (416) 360-8877

And to:

Shearman & Sterling
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario
M5L 1E8
CANADA

Attention:  Bruce Czachor

Facsimile number:  (416) 360-2958

To the Trustee:

-------------
Attention:
          ------------------
Facsimile number:
                 ---------------

Any notice or other communication given personally shall be deemed to have been
given and received upon delivery thereof and if given by telecopy shall be
deemed to have been given and received on the date of receipt thereof unless
such day is not a Business Day in which case it shall be deemed to have been
given and received upon the immediately following Business Day.

14.4    NOTICE TO HOLDERS. Any and all notices to be given and any documents to
be sent to any Holders may be given or sent to the address of such Holder shown
on the register of Holders of Exchangeable Shares in any manner permitted by the
Exchangeable Share Provisions and shall be deemed to be received if given or
sent in such manner at the time specified in such Exchangeable Share Provisions,
the provisions of which Exchangeable Share Provisions shall apply mutatis
mutandis to notices or documents as aforesaid sent to such Holders.

14.5    COUNTERPARTS. This Agreement may be executed in counterpart by original
or telefacsimile signature, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument.

14.6    JURISDICTION. This Agreement shall be construed and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein and shall in all respects be treated as an Ontario
contract.

14.7    ATTORNMENT. Parent agrees that any action or proceeding arising out of
or relating to this Agreement may be instituted in the courts of the Province of
Ontario, waives any objection which it may have now or hereafter to the venue of
any such action or proceeding, irrevocably submits to the jurisdiction of such
courts in any such action or proceeding, agrees to be bound by any judgment of
such courts and agrees not to seek and hereby waives, any review of the merits
of any such judgment by the courts of any other jurisdiction and hereby appoints
the Company at its registered office in the Province of Ontario as attorney for
service of process.
<PAGE>

                                       24

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date and year first above written.

                                          AVIATION GROUP, INC.

                                          PER:
                                              ----------------------------------


                                          AVIATION GROUP CANADA LTD.


                                          PER:
                                              ----------------------------------
                                          TRAVELBYUS.COM LTD.

                                          PER:
                                              ----------------------------------


                                          MONTREAL TRUST COMPANY OF
                                          CANADA

                                          PER:
                                              ----------------------------------
                                          PER:
                                              ----------------------------------
<PAGE>

                                                                      APPENDIX E

                            FORM OF SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT is entered into as of ______, by and among Aviation
Group, Inc., a corporation incorporated under laws of the State of Texas
("PARENT"), Aviation Group Canada Ltd., a corporation incorporated under the
laws of the Province of Ontario ("AVIATION SUBCO"), and travelbyus.com Ltd., a
corporation incorporated under the laws of the Province of Ontario (the
"COMPANY").

WHEREAS pursuant to an Arrangement Agreement dated May 3, 2000 (the "ARRANGEMENT
AGREEMENT"), by and among the Company, Parent and Aviation Subco, the parties
agreed that on the Effective Date (as defined in the Arrangement Agreement),
Parent, Aviation Subco and Company would execute and deliver a Support Agreement
on terms and conditions satisfactory to the parties thereto;

WHEREAS pursuant to an arrangement (the "ARRANGEMENT") effected by the Articles
of Arrangement dated ______ (the "ARTICLES OF ARRANGEMENT") filed pursuant to
the Business Corporations Act (Ontario) (the "OBCA"), each issued and
outstanding common share (a "COMMON SHARE") of the Company (other than those
Common Shares held by dissenters who have exercised their dissent rights and who
are ultimately entitled to be paid the fair value for such Common Shares and
other than those Common Shares held by Parent, Aviation, Subco or their
respective Subsidiaries), was exchanged for one Exchangeable Share of the
Company (individually an "EXCHANGEABLE SHARE" and collectively, the
"EXCHANGEABLE SHARES");

WHEREAS the Articles of Arrangement set forth the rights, privileges,
restrictions and conditions attaching to the Exchangeable Shares;

WHEREAS all capitalized terms when not otherwise defined herein shall have the
respective meanings ascribed thereto in the share provisions, as amended, of the
Company contained in the Articles of Arrangement (collectively, the "SHARE
PROVISIONS");

WHEREAS the parties hereto desire to make appropriate provision and to establish
a procedure whereby Parent will take certain actions and make certain payments
and deliveries necessary to ensure that the Company will be able to make certain
payments and to deliver or cause to be delivered common stock of Parent, par
value US$0.01 per share (the "PARENT COMMON STOCK") in satisfaction of the
obligations of the Company under the Share Provisions with respect to the
payment and satisfaction of dividends, Liquidation Amounts, Retraction Prices
and Redemption Prices, all in accordance with the Share Provisions;

NOW THEREFORE in consideration of the respective covenants and agreements
provided in this Agreement and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
hereby covenant and agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1     INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this
Agreement into Articles, sections and paragraphs and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. Unless otherwise indicated, all references to
an "ARTICLE" or "SECTION" followed by a number and/or a letter refer to the
specified Article or section of this Agreement. The terms "THIS AGREEMENT",
"HEREOF", "HEREIN" and "HEREUNDER" and similar expressions refer to this
Agreement and not to any particular Article, section or other portion hereof and
include any agreement or instrument supplementary or ancillary hereto.

1.2     NUMBER, GENDER, ETC. In this Agreement words importing the singular
number only shall include the plural and vice versa. Words importing the use of
any gender shall include all genders.
<PAGE>

                                      -2-


1.3     DATE FOR ANY ACTION. If any date on which any action is required to be
taken under this Agreement is not a Business Day, such action shall be required
to be taken on the next succeeding Business Day.

                                   ARTICLE II
                                    COVENANTS

2.1     COVENANTS OF PARENT REGARDING EXCHANGEABLE SHARES. So long as any
Exchangeable Shares are outstanding:

(a)     Parent will not declare or pay any dividend on the Parent Common Stock
unless: (i) the Company will have sufficient assets, funds and other property
available to enable the due declaration and the due and punctual payment in
accordance with applicable law of an equivalent dividend per share on the
Exchangeable Shares; and (ii) subsection 2.1(b) shall be complied with in
connection with such dividend;

(b)     Parent will cause the Company to declare simultaneously with the
declaration of any dividend on the Parent Common Stock an equivalent dividend
per share on the Exchangeable Shares and when such dividend is paid on the
Parent Common Stock will cause the Company to pay simultaneously therewith such
equivalent dividend on the Exchangeable Shares, in each case in accordance with
the Share Provisions;

(c)     Parent will advise the Company sufficiently in advance of the
declaration by Parent of any dividend on the Parent Common Stock and shall take
all such other actions as are necessary in cooperation with the Company to
ensure that the respective declaration date, record date and payment date for a
dividend on the Exchangeable Shares shall be the same as the record date,
declaration date and payment date for the corresponding dividend on the Parent
Common Stock and that such dividend on the Exchangeable Shares will correspond
with any requirement of the principal quotation system or stock exchange on
which the Exchangeable Shares are listed, as applicable;

(d)     Parent will ensure that the record date for any dividend declared on the
Parent Common Stock is not less than ten Business Days after the declaration
date for such dividend;

(e)     Parent will take all such actions and do all such things as are
reasonably necessary or desirable to enable and permit the Company, in
accordance with applicable law, to pay and otherwise perform its obligations
with respect to the satisfaction of the Liquidation Amount, the Retraction Price
or the Redemption Price in respect of each issued and outstanding Exchangeable
Share upon the liquidation, dissolution or winding-up of the Company, the
delivery of a Retraction Request by a holder of Exchangeable Shares or a
redemption of Exchangeable Shares by the Company, as the case may be, including
without limitation, all such actions and all such things as are reasonably
necessary or desirable to enable and permit the Company to cause to be delivered
the Parent Common Stock to the holders of Exchangeable Shares in accordance with
the Share Provisions; and

(f)     Parent will take all such actions and do all such things as are
reasonably necessary or desirable in accordance with applicable law to perform
its obligations or Aviation Subco's obligations, as the case may be, arising
upon; (i) the exercise by Parent or Aviation Subco, as the case may be, of the
Liquidation Call Right, the Retraction Call Right or the Redemption Call Right;
or (ii) the exercise by a holder of Exchangeable Shares of the Exchange Put
Right or the Exchange Right; or (iii) the automatic exchange of a holder's
Exchangeable Shares in accordance with the rights set forth in section 5.13 of
the Voting and Exchange Trust Agreement (the "AUTOMATIC EXCHANGE RIGHTS")
including without limitation, all such actions and all such things as are
reasonably necessary or desirable to cause the Parent Common Stock to be
delivered to the holders of Exchangeable Shares in accordance with the Share
Provisions and the Voting and Exchange Trust Agreement.

2.2     SEGREGATION OF FUNDS. Parent will cause the Company to deposit a
sufficient amount of funds in a separate account and segregate a sufficient
amount of such assets and other property as is necessary to enable the Company
to pay or otherwise satisfy the applicable dividends, Liquidation Amount,
Retraction Price or Redemption Price, in each case for the benefit of holders
from time to time of the Exchangeable Shares. The Company will use such funds,
assets and other property so segregated exclusively for the payment of dividends
and the payment or other
<PAGE>

                                      -3-


satisfaction of the Liquidation Amount, the Retraction Price or the Redemption
Price, as applicable, net of any corresponding withholding tax obligations and
for the remittance of such withholding tax obligations.

2.3     RESERVATION OF SHARES OF PARENT COMMON STOCK. Parent hereby represents,
warrants and covenants that Parent has irrevocably reserved for issuance and
Parent will at all times keep available, free from preemptive and other rights,
out of its authorized and unissued capital stock, such number of shares of
Parent Common Stock or other shares or securities into which Parent Common Stock
may be reclassified or changed as contemplated by section 2.7 hereof: (i) as is
equal to the sum of: (1) the number of Exchangeable Shares issued and
outstanding from time to time; and (2) the number of Exchangeable Shares
issuable upon the exercise of all rights to acquire Exchangeable Shares
outstanding from time to time; and (ii) as are now and may hereafter be required
to enable and permit Parent and Aviation Subco to meet their respective
obligations hereunder, under the Voting and Exchange Trust Agreement and under
any other security or commitment pursuant to which Parent and/or Aviation Subco
may now or hereafter be required to issue Parent Common Stock and to enable and
permit the Company to meet its obligations or exercise its rights hereunder and
under the Share Provisions.

2.4     NOTIFICATION OF CERTAIN EVENTS. In order to assist Parent and Aviation
Subco to comply with their respective obligations hereunder and under the Voting
and Exchange Trust Agreement the Company will give or cause the Transfer Agent
to give Parent and Aviation Subco notice of each of the following events at the
times set forth below:

(a)     immediately in the event of any determination by the Board of Directors
of the Company to take any action which would require a vote of the holders of
Exchangeable Shares for approval;

(b)     immediately upon the earlier of: (i) receipt by the Company of notice
of, and (ii) the Company otherwise becoming aware of, any threatened or
instituted claim, suit, petition or other proceeding with respect to the
involuntary liquidation, dissolution or winding-up of the Company or to effect
any other distribution of the assets of the Company among its shareholders for
the purpose of winding-up its affairs;

(c)     immediately upon receipt by the Company of a Retraction Request;

(d)     if reasonably practicable, at least 130 days prior to any Automatic
Redemption Date determined by the Board of Directors of the Company in
accordance with the definition of Automatic Redemption Date in the Share
Provisions unless the Automatic Redemption Date is January 1, 2003;

(e)     as soon as practicable upon the issuance by the Company of any
Exchangeable Shares or rights to acquire Exchangeable Shares.

2.5     DELIVERY OF SHARES OF PARENT COMMON STOCK. Upon notice from the Company
of any event which requires the Company to cause to be delivered Parent Common
Stock to any holder of Exchangeable Shares, Parent shall forthwith issue and
deliver or cause to be delivered to the Company or Aviation Subco, as the case
may be, the requisite Parent Common Stock to be received by and issued to the
order of the former holder of the surrendered Exchangeable Shares as the Company
or Aviation Subco, as the case may be, shall direct. All such Parent Common
Stock shall be duly issued as fully paid and non-assessable. In consideration of
the issuance and delivery of each such share of Parent Common Stock, to the
extent possible, the Company shall issue to Parent, Aviation Subco or as Parent
or Aviation Subco shall direct, shares or other securities having equivalent
value.

2.6     QUALIFICATION OF SHARES OF PARENT COMMON STOCK. If any Parent Common
Stock or other shares or securities into which the Parent Common Stock may be
reclassified or changed as contemplated by section 2.7 to be issued and
delivered hereunder require registration or qualification with or approval of or
the filing of any document including any prospectus or similar document, the
taking of any proceeding with or the obtaining of any order, ruling or consent
from any governmental or regulatory authority under any Canadian or United
States federal, provincial or state law or regulation or pursuant to the rules
and regulations of any regulatory authority or the fulfillment of any other
legal requirement (collectively, the "APPLICABLE LAWS") before such shares (or
such other shares or securities) may be issued by Parent and delivered by Parent
or Aviation Subco, as the case may be, at the direction of the Company, if
applicable, to the holder of surrendered Exchangeable Shares or in order that
such
<PAGE>

                                      -4-


shares or such other shares or securities may be freely traded thereafter other
than contractual restrictions or any restrictions on transfer by reason of a
holder being a "CONTROL PERSON" of Parent for purposes of Canadian federal or
provincial securities law or an "AFFILIATE" of Parent or the Company for
purposes of United States federal or state securities law, Parent will in good
faith expeditiously take all such actions and do all such things as are
necessary to cause such Parent Common Stock or such other shares or securities
to be and remain duly registered, qualified or approved. Parent will in good
faith take all actions and do all things as are reasonably necessary or
desirable under Applicable Laws as they exist on the date hereof to cause the
Parent Common Stock and such other shares or securities to be issued and
delivered hereunder to be freely tradeable thereafter other than contractual
restrictions or any restrictions on transfer by reason of a holder being a
"CONTROL PERSON" of Parent for the purposes of Canadian federal and provincial
securities law or an "AFFILIATE" of Parent or the Company for purposes of United
States federal or state securities law. Parent will in good faith expeditiously
take all such actions and do all such things as are reasonably necessary to
cause all Parent Common Stock or such other shares or securities to be delivered
hereunder to be listed, quoted or posted for trading on all stock exchanges and
quotation systems on which outstanding Parent Common Stock or such other shares
or securities are listed, quoted or posted for trading at such time.

2.7     ECONOMIC EQUIVALENCE.

(a)     Without the prior approval of the Company or the holders of the
Exchangeable Shares given in accordance with the Share Provisions, Parent will
not:

        (i)     issue or distribute Parent Common Stock or securities
                exchangeable for or convertible into or carrying rights to
                acquire Parent Common Stock to the holders of all or
                substantially all of the then outstanding Parent Common Stock by
                way of stock dividend or other distribution; or

        (ii)    issue or distribute rights, options or warrants to the holders
                of all or substantially all of the then outstanding Parent
                Common Stock entitling them to subscribe for or to purchase
                Parent Common Stock or securities exchangeable for or
                convertible into or carrying rights to acquire Parent Common
                Stock; or

        (iii)   issue or distribute to the holders of all or substantially all
                of the then outstanding Parent Common Stock; (1) shares or
                securities of Parent of any class other than Parent Common Stock
                or other than shares convertible into or exchangeable for or
                carrying rights to acquire Parent Common Stock; (2) rights,
                options or warrants other than those referred to in subsection
                2.7(a)(ii) above; (3) evidences of indebtedness of Parent; or
                (4) assets of Parent;

unless one or both of the Company, Parent and/or Aviation Subco is permitted
under applicable law to issue and distribute the economic equivalent on a per
share basis of such rights, options, warrants, securities, shares, evidences of
indebtedness or assets to holders of the Exchangeable Shares and the economic
equivalent on a per share basis of the items referred to in subsections
2.7(a)(i), (ii) and (iii) above, as applicable, is simultaneously issued or
distributed to holders of the Exchangeable Shares.

(b)     Without the prior approval of the Company and the prior approval of the
holders of the Exchangeable Shares given in accordance with Article 10 of the
Share Provisions, Parent will not:

        (i)     subdivide, redivide or change the then outstanding shares of
                Parent Common Stock into a greater number of shares of Parent
                Common Stock; or

        (ii)    reduce, combine or consolidate or change the then outstanding
                shares of Parent Common Stock into a lesser number of shares of
                Parent Common Stock; or

        (iii)   reclassify or otherwise change the Parent Common Stock or effect
                an amalgamation, merger, reorganization or other transaction
                affecting the Parent Common Stock;
<PAGE>

                                      -5-


unless the Company is permitted under applicable law to make the same or an
economically equivalent change to or in the rights of holders of the
Exchangeable Shares and the same or an economically equivalent change is
simultaneously made to or in the rights of the holders of the Exchangeable
Shares.

(c)     Parent will ensure that the record date for any event referred to in
subsection 2.7 (a) or (b) above, or if no record date is applicable for such
event, the effective date for any such event, is not less than 10 Business Days
after the date on which such event is declared or announced by Parent (with
simultaneous notice thereof to be given by Parent to the Company).

(d)     To the extent required upon due notice from Parent, the Company will use
its best efforts to take or cause to be taken such steps as may be necessary for
the purposes of ensuring that appropriate dividends are paid or other
distributions are made by the Company or subdivisions, redivisions or changes
are made to the Exchangeable Shares in order to implement the required economic
equivalence with respect to the Parent Common Stock and Exchangeable Shares as
provided for in this section 2.7.

(e)     The Board of Directors of the Company shall determine, in good faith and
in its sole discretion, economic equivalence for the purposes of any event
referred to in section 2.7(a) or (b) above. Each such determination shall be
conclusive and binding on Parent. In making each such determination, the
following factors, without excluding other factors determined by the Board of
Directors of the Company to be relevant, shall be considered by the Board of
Directors of the Company:

        (i)     in the case of any stock dividend or other distribution payable
                in Parent Common Stock, the number of such shares issued in
                proportion to the number of shares of Parent Common Stock
                previously outstanding;

        (ii)    in the case of the issuance or distribution of any rights,
                options or warrants to subscribe for or purchase Parent Common
                Stock or securities exchangeable for or convertible into or
                carrying rights to acquire Parent Common Stock, the relationship
                between the exercise price of each such right, option or warrant
                and the current market value as determined by the Board of
                Directors of the Company in the manner contemplated below of
                Parent Common Stock;

        (iii)   in the case of the issuance or distribution of any other form of
                property including without limitation any shares or securities
                of Parent of any class other than Parent Common Stock, any
                rights, options or warrants other than those referred to in
                subsection 2.7 (e)(ii) above, any evidences of indebtedness of
                Parent or any assets of Parent, the relationship between the
                fair market value as determined by the Board of Directors of the
                Company in the manner contemplated below of such property to be
                issued or distributed with respect to each outstanding share of
                Parent Common Stock and the current market value of shares of
                Parent Common Stock as determined by the Board of Directors of
                the Company in the manner contemplated below;

        (iv)    in the case of any subdivision, redivision or change of the then
                outstanding Parent Common Stock into a greater number of shares
                of Parent Common Stock or the reduction, combination,
                consolidation or change of the then outstanding shares of Parent
                Common Stock into a lesser number of Parent Common Stock or any
                amalgamation, merger, reorganization or other transaction
                affecting Parent Common Stock, the effect thereof upon the then
                outstanding Parent Common Stock; and

        (v)     in all such cases, the general tax consequences of the relevant
                event to holders of Exchangeable Shares to the extent that such
                consequences may differ from the tax consequences to holders of
                Parent Common Stock as a result of differences between tax laws
                of Canada and the United States (except for any differing
                consequences arising as a result of differing marginal taxation
                rates and without regard to the individual circumstances of
                holders of Exchangeable Shares).

For purposes of the foregoing determinations, the current market value of any
security listed and traded or quoted on a securities exchange shall be the
weighted average of the daily trading prices of such security during a period of
not
<PAGE>

                                      -6-


less than 20 consecutive trading days ending not more than three trading days
before the date of determination on the principal securities exchange on which
such securities are listed and traded or quoted. If in the opinion of the Board
of Directors of the Company the public distribution or trading activity of such
securities during such period does not create a market which reflects the fair
market value of such securities, then the current market value thereof shall be
determined by the Board of Directors of the Company, in good faith and in its
sole discretion. Any such determination by the Board of Directors of the Company
shall be conclusive and binding on Parent.

2.8     TENDER OFFERS, ETC. If a tender offer, share exchange offer, issuer bid,
take-over bid or similar transaction with respect to Parent Common Stock (an
"OFFER") is proposed by Parent or is proposed to Parent or its shareholders and
is recommended by the Board of Directors of Parent or is otherwise effected or
to be effected with the consent or approval of the Board of Directors of Parent
and the Exchangeable Shares are not redeemed by the Company or purchased by
Parent or Aviation Subco, as the case may be, pursuant to the Redemption Call
Right, Parent will use its reasonable efforts expeditiously and in good faith to
take all such actions and to do all such things as are necessary or desirable to
enable holders of Exchangeable Shares to participate in such Offer to the same
extent and on an equivalent basis as the holders of Parent Common Stock, without
discrimination. Without limiting the generality of the foregoing, Parent will
use its reasonable efforts expeditiously and in good faith to ensure that
holders of Exchangeable Shares may participate in all such Offers without being
required to retract Exchangeable Shares as against the Company (or, if so
required, to ensure that any such retraction shall be effective only upon and
shall be conditional upon, the closing of the Offer and only to the extent
necessary to tender or deposit to the Offer). Nothing herein shall affect or
limit the rights of the Company to redeem or Parent or Aviation Subco, as the
case may be, to purchase, pursuant to the Redemption Call Right, Exchangeable
Shares, as applicable, in the event of an Offer or an Automatic Redemption Date.

2.9     OWNERSHIP OF OUTSTANDING SHARES OF THE COMPANY. Without the prior
approval of the Company and the prior approval of the holders of the
Exchangeable Shares given in accordance with the Share Provisions, Parent
covenants and agrees in favor of the Company that as long as any outstanding
Exchangeable Shares are owned by any person or entity other than Parent or any
of its Subsidiaries, Parent will be and remain the direct or indirect beneficial
owner of all issued and outstanding voting shares in the capital of the Company.
Notwithstanding the foregoing, nothing contained herein shall affect or limit
the rights of the Company to redeem or Parent or Aviation Subco to purchase,
pursuant to the Redemption Call Right, Exchangeable Shares, as applicable, in
the event of an Automatic Redemption Date.

2.10    PARENT, AVIATION SUBCO AND SUBSIDIARIES NOT TO VOTE EXCHANGEABLE Shares.
Parent covenants and agrees that Parent will appoint and cause to be appointed
proxyholders with respect to all Exchangeable Shares held by Parent, Aviation
Subco and their respective Subsidiaries for the sole purpose of attending each
meeting of holders of Exchangeable Shares in order to be counted as part of the
quorum for each such meeting. Parent further covenants and agrees that it will
not and will cause its Subsidiaries including without limitation, Aviation
Subco, not to exercise any voting rights which may be exercisable by holders of
Exchangeable Shares from time to time pursuant to the Share Provisions or
pursuant to the provisions of the OBCA (or any successor or other corporate
statute by which the Company may in the future be governed) with respect to any
Exchangeable Shares held by it or by its Subsidiaries in respect of any matter
considered at any meeting of holders of Exchangeable Shares.

2.11    STOCK EXCHANGE LISTING. Parent covenants that as long as any
outstanding Exchangeable Shares are owned by any person or entity other than
Parent or any of its Subsidiaries, Parent will use its reasonable efforts to
maintain a listing for such Exchangeable Shares on the TSE until December 31,
2001.

                                   ARTICLE III
                                PARENT SUCCESSORS

3.1     CERTAIN REQUIREMENTS IN RESPECT OF ARRANGEMENT, ETC. Parent shall not
enter into any transaction whether by way of reorganization, consolidation,
merger, transfer, sale, lease or otherwise whereby all or substantially all of
its undertaking, property and assets would become the undertaking, property and
assets of any other Person or, in the case of a merger, of the continuing
corporation resulting therefrom provided that Parent may do so if:
<PAGE>

                                      -7-


(a)     such other Person or continuing corporation (the "PARENT SUCCESSOR") by
operation of law becomes automatically bound by the terms and provisions of this
Agreement or, if not so bound, executes prior to or contemporaneously with the
consummation of such transaction, an agreement supplemental hereto and such
other instruments (if any) as are reasonably necessary or advisable to evidence
the assumption by the Parent Successor of liability for all moneys payable and
property deliverable hereunder and the covenant of such Parent Successor to pay
and deliver or cause to be delivered the same and its agreement to observe and
perform all the covenants and obligations of Parent under this Agreement; and

(b)     such transaction shall be upon such terms as substantially preserve and
do not impair in any material respect any of the rights, duties, powers and
authorities of the other parties hereunder.

3.2     VESTING OF POWERS IN PARENT SUCCESSOR. Whenever the conditions of
section 3.1 hereof, have been duly observed and performed if required by section
3.1 hereof, the Parties shall execute and deliver the supplemental agreement
hereto and thereupon the Parent Successor shall possess and from time to time
may exercise each and every right and power of Parent under this Agreement in
the name of Parent or otherwise and any act or proceeding by any provision of
this Agreement required to be done or performed by the board of directors of
Parent or any officers of Parent may be done and performed with like force and
effect by the directors or officers of such Parent Successor.

3.3     WHOLLY-OWNED SUBSIDIARIES. Nothing herein shall be construed as
preventing the amalgamation or merger of any wholly-owned subsidiary of Parent
with or into Parent or the winding-up, liquidation or dissolution of any
wholly-owned subsidiary of Parent provided that all of the assets of such
subsidiary are transferred to Parent or another wholly-owned subsidiary of
Parent and any such transactions are expressly permitted by this Article 3.

                                   ARTICLE IV
                                     GENERAL

4.1     TERM. This Agreement shall come into force and be effective as of the
date hereof and shall terminate and be of no further force and effect at such
time as no Exchangeable Shares or securities or rights convertible into or
exchangeable for or carrying rights to acquire Exchangeable Shares are held by
any party other than Parent, Aviation Subco and any of their respective
Subsidiaries.

4.2     CHANGES IN CAPITAL OF PARENT AND THE COMPANY. Notwithstanding the
provisions of section 4.4 at all times after the occurrence of any event
effected pursuant to section 2.7 or 2.8 as a result of which either Parent
Common Stock or the Exchangeable Shares or both are in any way changed, this
Agreement shall forthwith be amended and modified as necessary in order that it
shall apply with full force and effect, mutatis mutandis, to all new securities
into which Parent Common Stock or the Exchangeable Shares or both are so changed
and the parties hereto shall execute and deliver an agreement in writing giving
effect to and evidencing such necessary amendments and modifications.

4.3     SEVERABILITY. If any provision of this Agreement is held to be invalid,
illegal or unenforceable the validity, legality or enforceability of the
remainder of this Agreement shall not in any way be affected or impaired thereby
and this Agreement shall be carried out as nearly as possible in accordance with
its original terms and conditions.

4.4     AMENDMENTS, MODIFICATIONS, ETC. This Agreement may not be amended,
modified or waived except by an agreement in writing executed by the Company,
Parent and Aviation Subco and approved by the holders of the Exchangeable Shares
in accordance with the Share Provisions.

4.5     MINISTERIAL AMENDMENTS. Notwithstanding the provisions of section 4.4,
the parties to this Agreement may in writing at any time and from time to time
without the approval of the holders of the Exchangeable Shares, amend or modify
this Agreement for the purposes of:
<PAGE>

                                      -8-


(a)     adding to the covenants of any or all parties provided that the Board of
Directors of each of Parent, Aviation Subco and the Company shall be of the good
faith opinion that such additions will not be prejudicial to the rights or
interests of the holders of the Exchangeable Shares;

(b)     making such amendments or modifications not inconsistent with this
Agreement as may be necessary or desirable with respect to matters or questions
which, in the opinion of each of the Board of Directors of Parent, Aviation
Subco and the Company it may be expedient to make provided that each such Board
of Directors shall be of the opinion that such amendments or modifications will
not be prejudicial to the interests of the holders of the Exchangeable Shares;
or

(c)     making such changes or corrections which, on the advice of counsel to
Parent, Aviation Subco and the Company, are required for the purpose of curing
or correcting any ambiguity or defect or inconsistent provision or clerical
omission or mistake or manifest error provided that the Boards of Directors of
Parent, Aviation Subco and the Company shall be of the good faith opinion that
such changes or corrections will not be prejudicial to the interests of the
holders of the Exchangeable Shares.

4.6     MEETING TO CONSIDER AMENDMENTS. At the request of Parent the Company
shall call a meeting or meetings of the holders of the Exchangeable Shares for
the purpose of considering any proposed amendment or modification requiring
approval of such shareholders pursuant to section 4.4. Any such meeting or
meetings shall be called and held in accordance with the by-laws of the Company,
the Share Provisions and all applicable laws.

4.7     AMENDMENTS ONLY IN WRITING. No amendment to or modification or waiver of
any of the provisions of this Agreement otherwise permitted hereunder shall be
effective unless made in writing and signed by the parties hereto.

4.8     ENUREMENT. This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and the holders from time to time of the
Exchangeable Shares and each of their respective heirs, administrators, legal
representatives, successors and permitted assigns.

4.9     NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed given to a party if delivered by hand, sent by
facsimile transmission with confirmation of transmission, sent via a reputable
overnight delivery service with confirmation of receipt requested to the party
at the following address and facsimile number (or at such other address or
facsimile number for the party as the party shall specify by like notice) and
shall be deemed given on the date on which delivered by hand or otherwise on the
date of confirmation of receipt or transmission:
<PAGE>

                                      -9-


       To Parent or Aviation Subco:

             Aviation Group, Inc.
             700 North Pearl Street
             Suite 2170
             Dallas, Texas  75201

             Attention:       Lee B. Sanders
             Facsimile Number:  (214) 922-9242

       With copies to:

             Jenkens & Gilchrist, P.C.
             1445 Ross Avenue
             Suite 3200
             Dallas, Texas  75202-2799

             Attention:       Daryl B. Robertson, Esq.
             Facsimile Number:  (214) 855-4300

       To the Company:

             travelbyus.com Ltd.
             204 - 3237 King George Highway
             South Surrey, British Columbia
             V4P 1B7

             Attention:       Bill Kerby
             Facsimile Number:  (604) 541-2450

       With a copy to:

             Cassels Brock & Blackwell LLP
             Scotia Plaza, Suite 2100
             40 King Street West
             Toronto, Ontario M5H 3C2
             CANADA

             Attention:       John H. Craig
             Facsimile number:(416) 360-8877

       And with a copy to:

             Shearman & Sterling
             Commerce Court West
             199 Bay Street, Suite 4405
             Toronto, Ontario
             M5L 1E8
             CANADA

             Attention:       Bruce Czachor
             Facsimile number:(416) 360-2958
<PAGE>

                                      -10-


4.10    COUNTERPARTS. This Agreement may be executed in counterparts by original
or telefacsimile signature, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.

4.11    JURISDICTION. This Agreement shall be construed and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein and shall in all respects be treated as an Ontario
contract.

4.12    ATTORNMENT. Parent agrees that any action or proceeding arising out of
or relating to this Agreement may be instituted in the courts of the Province of
Ontario, waives any objection which it may have now or hereafter to the venue of
any such action or proceeding, irrevocably submits to the jurisdiction of such
courts in any such action or proceeding, agrees to be bound by any judgment of
such courts and not to seek and hereby waives any review of the merits of any
such judgment by the courts of any other jurisdiction and hereby appoints the
Company at its registered office in the Province of Ontario as attorney for
service of process.
<PAGE>

                                      -11-

IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of
the date and year first above written.

                                          AVIATION GROUP, INC.


                                      Per:
                                          --------------------------------------



                                          AVIATION GROUP CANADA LTD.


                                      Per:
                                          --------------------------------------



                                          TRAVELBYUS. COM LTD.


                                      Per:
                                          --------------------------------------
<PAGE>

                                                                      Appendix F


               SPECIAL RESOLUTION FOR TRAVELBYUS.COM SHAREHOLDERS


BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.   the arrangement (the "Arrangement") among travelbyus.com Ltd., Aviation
     Group, Inc. and Aviation Group Canada Ltd. pursuant to Section 182 of the
     Business Corporations Act (Ontario) as set out in the Plan of Arrangement
     and the Arrangement Agreement dated May 3, 2000 (the "Arrangement
     Agreement"), which are attached as Appendices B and A, respectively, to the
     Joint Proxy Statement/Prospectus dated June _____, 2000, be and is hereby
     approved and authorized;

2.   the Arrangement Agreement among travelbyus.com Ltd., Aviation Group, Inc.
     and Aviation Group Canada Ltd. is hereby confirmed, ratified, approved and
     adopted;

3.   the Board of Directors of travelbyus.com Ltd. be and is hereby authorized,
     in its sole discretion, to determine when to proceed with the
     implementation of the Arrangement and to determine the effective date
     thereof;

4.   notwithstanding that this special resolution has been duly passed by the
     shareholders of travelbyus.com Ltd. and that the Arrangement has been
     approved by the Ontario Superior Court of Justice, the Board of Directors
     of travelbyus.com Ltd. is hereby authorized, at its discretion, to revoke
     this special resolution, to terminate the Arrangement Agreement, in
     accordance with the terms thereof, at any time prior to the final order of
     the Ontario Superior Court of Justice approving the Arrangement, and to
     determine not to proceed with the Arrangement, without further approval of
     shareholders of travelbyus.com Ltd.; and

5.   any one director or officer of travelbyus.com Ltd. is hereby authorized and
     directed, acting for, in the name of and on behalf of travelbyus.com Ltd.,
     to execute or to cause to be executed, under the corporate seal of
     travelbyus.com Ltd. or otherwise, and to deliver or to  cause to be
     delivered, all such other documents and instruments, and to do or cause to
     be done all such other acts and things, as in the opinion of such director
     or officer of travelbyus.com Ltd. that may be necessary or desirable to
     carry out the intent of the foregoing special resolutions, such necessity
     to be conclusively evidenced by the execution and delivery of any such
     documents or instruments or the taking of any such actions.
<PAGE>

               [LETTERHEAD OF WELLINGTON WEST CORPORATE FINANCE]


                                                                     Appendix G


May 11, 2000

Board of Directors
travelbyus.com.com Ltd.
204- 3237 King George Highway
South Surrey, British Columbia
VP4 1B7

Gentlemen:
   RE:  Fairness Opinion - Exchange Ratio - Aviation Group, Inc.  Transaction
   --------------------------------------------------------------------------

You have requested that we provide a written opinion (the "Fairness Opinion") to
the Board of Directors as to the fairness to the shareholders of
travelbyus.com Ltd. ("travelbyus.com") from a financial point of view of the
Exchange Ratio as contemplated in the Arrangement Agreement dated May 3, 2000
(the "Arrangement Agreement") by and among Aviation Group, Inc. ("AGI"),
Aviation Group Canada Ltd. ("AGC") and travelbyus.com. Wellington West Capital
Inc. ("WWC") was first contacted and was engaged as of April 11, 2000 to provide
the Fairness Opinion. WWC is receiving an advisory fee from travelbyus.com for
preparing the Fairness Opinion. The fee is not contingent on any conclusions
reached by WWC or on the success of the transactions contemplated by the
Arrangement Agreement.

WWC is a full service investment dealer based in Winnipeg, Manitoba that is
actively engaged in corporate finance initiatives involving public and private
company debt and/or equity financing, merger and acquisition analysis and other
financial advisory assignments including business valuation and fairness
opinions. Responsibility for the engagement was undertaken by Kevin M. Hooke,
Director and Vice President, Corporate Finance. Mr. Hooke has practiced in this
area since 1993 and has conducted valuations in many industries.

WWC was engaged previously by travelbyus.com as an agent on a debenture offering
that was completed in September 1999 and as agent on a Special Warrant offering
completed in December 1999. WWC is not an insider, associate or affiliate of
travelbyus.com and there is no understanding, commitment or agreement between
WWC and travelbyus.com with respect to future dealings, although WWC may perform
financial advisory services for travelbyus.com in the future. In the ordinary
course of its business, WWC, its officers, employees and or its clients may
trade securities of AGI and travelbyus.com and accordingly, may at any time hold
a long or short position in such securities.

This Fairness Opinion has been prepared for the exclusive use the Board of
Directors of travelbyus.com. This Fairness opinion was rendered solely with
respect to the fairness from a financial point of view of the Exchange Ratio to
the holders of travelbyus.com common shares. This Fairness Opinion does not
constitute an opinion with respect to the fairness of the arrangement as a whole
or any other aspect of the transaction contemplated by the Arrangement Agreement
(including, without limiting the generality of the foregoing, the fairness of
any potential tax consequences to shareholders of travelbyus.com), other than
the Exchange Ratio. It is not to be used, circulated, quoted or otherwise
referred to without our prior written permission in each specific circumstance.
The analysis contained herein must be considered as a whole. Selecting portions
of our analysis and of the factors considered could create a misleading view of
the processes underlying the Fairness Opinion. In our analysis,
<PAGE>

                                       2

WWC has made numerous assumptions with respect to industry performance, general
business and economic conditions and other matters, many of which are beyond the
control of any party involved in the Arrangement Agreement. In rendering our
Fairness Opinion we relied upon and assumed, without independent verification or
investigation, the accuracy and completeness of all of the financial and other
information provided to us by AGI and travelbyus.com and their respective
employees, representatives and affiliates. With respect to forecasts of future
financial condition and operating results of AGI provided to us, we assumed at
the direction of AGI's management, without independent verification or
investigation, that such forecasts were reasonably prepared on a basis
reflecting the best available information, estimates and judgment of AGI's
management. With respect to forecasts of future financial condition and
operating results of travelbyus.com provided to us, we assumed at the direction
of travelbyus.com's management, without independent verification or
investigation, that such forecasts were reasonably prepared on a basis
reflecting the best available information, estimates and judgment of
travelbyus.com's management. We have neither made nor obtained any independent
evaluations or appraisals of the assets or the liabilities of AGI or
travelbyus.com or their affiliated entities. We are not expressing any opinion
as to the underlying valuation, future performance or long term viability of
travelbyus.com or the combined operation following the transactions contemplated
by the Arrangement Agreement or the price at which AGI Common Stock or the
Exchangeable Shares will trade subsequent to the transactions contemplated by
the Arrangement Agreement. Our opinion is necessarily based on the information
available to us and general economic, financial and stock market conditions and
circumstances as they exist, and can be evaluated by us on the date thereof. It
should be understood that, although subsequent developments may affect this
opinion, we do not have any obligation to update, revise or reaffirm this
opinion.

We understand, based on representations of the management of AGI and
travelbyus.com, as applicable, and documentation provided to date (without any
verification), and are assuming that:

 . The Arrangement Agreement is predicated on the basis of travelbyus.com
  shareholders receiving Exchangeable Shares (as defined in the Arrangement
  Agreement) at an Exchange Ratio (as defined in the Arrangement Agreement) of
  one Exchangeable Share for each one Company Common Share (as defined in the
  Arrangement Agreement).

 . Each Exchangeable Share will be exchangeable, immediately or at any later
  time, at the holder's option for one share of Parent Common Stock (as defined
  in the Arrangement Agreement). On or before January 1, 2003 all outstanding
  Exchangeable Shares will be automatically exchanged.

 . The acquisition of Global Leisure Travel Inc. by AGI as contemplated in the
  Arrangement Agreement is based on the following consideration: (i.) issuance
  of AGI Convertible Preferred Shares convertible prior to February 28, 2001, at
  US$3.00 per share; (ii.) the issuance of warrants to purchase 750,000 common
  shares of AGI at US$3.50 per share; and (iii.) warrants to purchase 3,500,000
  common shares of AGI at US$2.50 per share.

 . On completion of the transaction contemplated by the Arrangement Agreement,
  travelbyus.com shareholders would hold approximately 94.9% of the outstanding
  AGI shares.

 . The Arrangement Agreement is structured to provide, among other things that:
  (i.) travelbyus.com shareholders receive a tax-free exchange of their existing
  common shares into Exchangeable Shares and (ii.) the Exchangeable Shares be
  listed on the Toronto Stock Exchange.


In arriving at our opinion, we have examined and relied without further
verification upon the following:

1.  the Arrangement Agreement dated May 3, 2000.

2.  audited financial statements for AGI for the fiscal years ending June 30,
    1997, 1998 and 1999 and the unaudited statements of AGI for the six months
    ending December 31, 1999, together with financial projections prepared by
    the management of AGI.
<PAGE>

                                       3

3.  audited financial statements for travelbyus.com for the fiscal years ending
    December 31, 1998 and September 30, 1999 and the unaudited statements of
    travelbyus.com for the three months ending December 31, 1999 together with
    financial projections prepared by the management of travelbyus.com.

4.  offering presentation materials prepared by the management of travelbyus.com
    respecting the September, 1999 travelbyus.com debenture offering and
    December, 1999 travelbyus.com Special Warrant offering, together with
    discussions with management respecting the key assumptions entailed in the
    forecasted performance.

5.  due diligence and closing documentation relating to travelbyus.com
    acquisitions made to date.

6.  historical trading prices and trading volumes for AGI and travelbyus.com.

7.  industry data and information; current and historical trading prices and
    volumes for publicly traded shares of comparable companies; comparable
    company offering documents, financial statements and investment company
    research reports; publicly available commentary and information of a general
    nature relating to the aviation and travel and leisure industries; and
    information pertaining to general economic conditions.

8.  such other public and confidential information, discussions, investigations
    and analyses as we considered necessary to properly render the opinion
    below.

In assessing the fairness of the consideration to be received by the
shareholders of travelbyus.com as contemplated by the Arrangement Agreement, and
in particular as to whether the Exchange Ratio is fair, from a financial point
of view, to the holders of travelbyus.com common shares, we have:

1.  assessed the Exchange Ratio relative to valuations of AGI and travelbyus.com
    applying both discounted cash flow analysis and comparable companies
    analysis.

2.  assessed the Exchange Ratio in light of valuations reflected in recent
    financing agreements.

3.  assessed the Exchange Ratio in light of the current share trading prices of
    AGI and travelbyus.com and the trading prices of AGI and travelbyus.com
    prior to the public announcement of the transaction contemplated by the
    Arrangement Agreement.

4.  reviewed with the management of travelbyus.com the Arrangement Agreement and
    the transaction contemplated therein and the likelihood of a party, other
    than AGI, concluding an arrangement on terms more favorable than those of
    the Arrangement Agreement.

5.  considered any other factors or analyses, which we judged, based on our
    experience in rendering such opinions, to be relevant.

Conclusion

Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Exchange Ratio provided for in the Arrangement Agreement is fair to
the shareholders of travelbyus.com from a financial point of view. Wellington
West Capital Inc. consents to the inclusion of this opinion in its entirety and
any reference to this opinion, subject to the approval by Wellington West
Capital Inc. of references to it or this opinion therein, in any prospectus,
proxy statement or solicitation/recommendation statement, as the case may be,
filed by Aviation or travelbyus.com in connection with the transaction
contemplated by the Arrangement Agreement.
<PAGE>

                                       4

Yours truly,

WELLINGTON WEST CAPITAL INC.


/s/ Kevin M. Hooke
Kevin M. Hooke,
Director & Vice-President, Corporate Finance
<PAGE>

                                                                      APPENDIX H

                                                May 3, 2000

CONFIDENTIAL

Board of Directors
Aviation Group, Inc.
700 North Pearl Street, Suite 2170
Dallas, Texas  75201

Gentlemen:

You have asked CIBC World Markets Corp. ("CIBC World Markets") to render a
written opinion (the "Fairness Opinion") to the Board of Directors as to the
fairness to the stockholders of Aviation Group, Inc. ("Aviation"), from a
financial point of view, of the consideration to be received by the stockholders
of travelbyus.com ltd. ("Travelbyus") in connection with the business
combination of Travelbyus with Aviation (the "Business Combination"), as
provided in the Arrangement Agreement (the "Arrangement Agreement") by and among
Aviation, Aviation Group Canada Ltd. (a wholly-owned subsidiary of Aviation),
and Travelbyus. The consideration to be received by the stockholders of
Travelbyus in the Business Combination consists of shares of a new class of
capital stock of Travelbyus called "Exchangeable Shares," at an exchange ratio
of one Exchangeable Share for each share of Travelbyus Common Stock. Each
Exchangeable Share will have rights that will make it equivalent in substance to
one share of Aviation Common Stock, will be redeemable at the option of the
holder in exchange for one share of Aviation Common Stock and will be
automatically redeemed no later than January 1, 2003 in exchange for one share
of Aviation Common Stock.

In arriving at our Fairness Opinion, we:

(a)     reviewed the draft of the Arrangement Agreement dated May 1, 2000 that
        was distributed on May 2, 2000;

(b)     reviewed the audited financial statements of Aviation for the fiscal
        years ended June 30, 1997, 1998 and 1999, and the unaudited financial
        statements of Aviation for the six months ended December 31, 1999;

(c)     reviewed the audited financial statements of Travelbyus for the fiscal
        years ended December 31, 1998 and September 30, 1999 and the unaudited
        financial statements of Travelbyus for the three months ended December
        31, 1999;

(d)     reviewed financial projections for Aviation, prepared and supplied by
        Aviation's management;

(e)     reviewed financial projections for Travelbyus, prepared and supplied by
        Travelbyus' management;

(f)     reviewed the historical market prices and trading volume for Aviation
        Common Stock;
<PAGE>

Board of Directors
Aviation Group, Inc.
May 3, 2000
Page 2


(g)     reviewed the historical market prices and trading volume for Travelbyus
        Common Stock;

(h)     held discussions with senior management of Aviation and Travelbyus with
        respect to the business and prospects for future growth of Aviation and
        Travelbyus;

(i)     reviewed and analyzed certain publicly available financial data for
        certain companies we deemed comparable to Aviation;

(j)     reviewed and analyzed certain publicly available financial data for
        certain companies we deemed comparable to Travelbyus;

(k)     performed discounted cash flow analyses of Aviation using certain
        assumptions of future performance provided to us by the management of
        Aviation;

(l)     performed discounted cash flow analyses of Travelbyus using certain
        assumptions of future performance provided to us by the management of
        Travelbyus;

(m)     reviewed and analyzed certain publicly available financial information
        for transactions that we deemed comparable to the Business Combination;

(n)     reviewed public information concerning Aviation and Travelbyus; and

(o)     performed such other analyses and reviewed such other information as we
        deemed appropriate.

In rendering our Fairness Opinion we relied upon and assumed, without
independent verification or investigation, the accuracy and completeness of all
of the financial and other information provided to us by Aviation and Travelbyus
and their respective employees, representatives and affiliates. With respect to
forecasts of future financial condition and operating results of Aviation
provided to us, we assumed at the direction of Aviation's management, without
independent verification or investigation, that such forecasts were reasonably
prepared on bases reflecting the best available information, estimates and
judgment of Aviation's management. With respect to forecasts of future financial
condition and operating results of Travelbyus provided to us, we assumed at the
direction of Travelbyus' management, without independent verification or
investigation, that such forecasts were reasonably prepared on bases reflecting
the best available information, estimates and judgment of Travelbyus'
management. We have neither made nor obtained any independent evaluations or
appraisals of the assets or the liabilities of Aviation or Travelbyus or their
affiliated entities. We are not expressing any opinion as to the underlying
valuation, future performance or long term viability of Aviation or the combined
operations following the Business Combination, or the price at which Aviation
Common Stock will trade subsequent to the Business Combination. We have assumed
that the Business Combination will be completed in accordance with the terms of
the Arrangement Agreement. Our opinion is necessarily based on the information
available to us and general economic, financial and stock market conditions and
circumstances as they exist and can be evaluated by us on the date hereof. It
should be understood that, although subsequent developments may affect this
opinion, we do not have any obligation to update, revise or reaffirm the
opinion.

As part of our investment banking business, we are regularly engaged in
valuations of businesses and securities in connection with acquisitions and
mergers, underwritings, secondary distributions of securities, private
placements and valuations for other purposes.

                                       2
<PAGE>

Board of Directors
Aviation Group, Inc.
May 3, 2000
Page 3


We have acted as financial advisor to the Board of Directors of Aviation in
rendering this opinion and will receive a fee for our services. CIBC World
Markets may in the future provide investment banking or other financial advisory
services to Aviation or Travelbyus.

In the ordinary course of its business, CIBC World Markets and its affiliates
may also actively trade securities of Aviation and Travelbyus for their own
account and for the accounts of customers and, accordingly, may at any time hold
a long or short position in such securities.

Based upon and subject to the foregoing, and such other factors as we deem
relevant, it is our opinion that, as of the date hereof, the consideration to be
received by the stockholders of Travelbyus pursuant to the Arrangement Agreement
is fair to the stockholders of Aviation from a financial point of view. This
Fairness Opinion is for the exclusive use of the Board of Directors of Aviation.
Neither this Fairness Opinion nor the services provided by CIBC World Markets in
connection herewith may be publicly disclosed or referred to in any manner by
Aviation without the prior written approval by CIBC World Markets. CIBC World
Markets consents to the inclusion of this opinion in its entirety and any
reference to this opinion, subject to the approval by CIBC World Markets of
references to it or this opinion therein, in any prospectus, proxy statement or
solicitation/recommendation statement, as the case may be, filed by Aviation or
Travelbyus in connection with the Business Combination.

                                                Very Truly Yours,


                                                /s/ CIBC World Markets Corp.
                                                ----------------------------

                                                CIBC World Markets Corp.

                                       3
<PAGE>

                                                                      Appendix I



                      BUSINESS CORPORATIONS ACT (ONTARIO)



185.  (1)  Rights of dissenting shareholders.  Subject to subsection (3) and to
sections 186 and 248, if a corporation resolves to,

     (a)  amend its articles under section 168 to add, remove or change
          restrictions on the issue, transfer or ownership of shares of a class
          or series of the shares of the corporation;

     (b)  amend its articles under section 168 to add, remove or change any
          restriction upon the business or businesses that the corporation may
          carry on or upon the powers that the corporation may exercise;

     (c)  amalgamate with another corporation under sections 175 and 176;

     (d)  be continued under the laws of another jurisdiction under section 181;
          or

     (e)  sell, lease or exchange all or substantially all its property under
          subsection 184(3);

a holder of shares of any class or series entitled to vote on the resolution may
          dissent.

     (2) Idem.  If a corporation resolves to amend its articles in a manner
referred to in subsection 170(1), a holder of shares of any class or series
entitled to vote on the amendment under section 168 or 170 may dissent, except
in respect of an amendment referred to in,

     (a)  clause 170(1)(a), (b) or (e) where the articles provide that the
          holders of shares of such class or series are not entitled to dissent;
          or

     (b)  subsection 170(5) or (6).

     (3)  Exception.  A shareholder of a corporation incorporated before the
29th day of July, 1983 is not entitled to dissent under this section in respect
of an amendment of the articles of the corporation to the extent that the
amendment,

     (a)  amends the express terms of any provision of the articles of the
          corporation to conform to the terms of the provision as deemed to be
          amended by section 277; or

     (b)  deletes from the articles of the corporation all of the objects of the
          corporation set out in its articles, provided that the deletion is
          made by the 29th day of July, 1986.

     (4)  Shareholders right to be paid fair value.  In addition any other right
the shareholder may have, but subject to subsection (30), a shareholder who
complies with this section is entitled, when the action approved by the
resolution from which the shareholder dissents becomes effective, to be paid by
the corporation the fair value of the shares held by the shareholder in respect
of which the shareholder dissents, determined as of the close of business on the
day before the resolution was adopted.

     (5)  No partial dissent. A dissenting shareholder may only claim under this
section with respect to all the shares of a class held by the dissenting
shareholder on behalf of any one beneficial owner and registered in the name of
the dissenting shareholder.
<PAGE>

                                      -2-




     (6)   Objection. A dissenting shareholder shall send to the corporation, at
or before any meeting of sh areholders at which a resolution referred to in
subsection (1) or (2) is to be voted on, a written objection to the resolution,
unless the corporation did not give notice to the shareholder of the purpose of
the meeting or of the shareholder's right to dissent.

     (7)   Idem.  The execution or exercise of a proxy does not constitute a
written objection for purposes of subsection (6).

     (8)   Notice of adoption of resolution.  The corporation shall, within ten
days after the shareholders adopt the resolution, send to each shareholder who
has filed the objection referred to in subsection (6) notice that the resolution
has been adopted, but such notice is not required to be sent to any shareholder
who voted for the resolution or who has withdrawn the objection.

     (9)   Idem.  A notice sent under subsection (8) shall set out the rights of
the dissenting shareholder and the procedures to be followed to exercise those
rights.

     (10)  Demand for payment of fair value.  A dissenting shareholder entitled
to receive notice under subsection (8) shall, within twenty days after receiving
such notice, or, if the shareholder does not receive such notice, within twenty
days after learning that the resolution has been adopted, send to the
corporation a written notice containing,

     (a)   the shareholder's name and address;

     (b)   the number and class of shares in respect of which the shareholder
dissents; and

     (c)   a demand for payment of the fair value of such shares.

     (11)  Certificates to be sent in.  Not later than the thirtieth day after
the sending of a notice under subsection (10), a dissenting shareholder shall
send the certificates representing the shares in respect of which the
shareholder dissents to the corporation or its transfer agent.

     (12)  Idem.  A dissenting shareholder who fails to comply with subsections
(6), (10) and (11 ) has no right to make a claim under this section.

     (13)  Endorsement on certificate.  A corporation or its transfer agent
shall endorse on any share certificate received under subsection (11 ) a notice
that the holder is a dissenting shareholder under this section and shall return
forthwith the share certificates to the dissenting shareholder.

     (14)  Rights of dissenting shareholder.  On sending a notice under
subsection (10), a dissenting shareholder ceases to have any rights as a
shareholder other than the right to be paid the fair value of the shares as
determined under this section except where,

     (a)   the dissenting shareholder withdraws notice before the corporation
           makes an offer under subsection (15);

     (b)   the corporation fails to make an offer in accordance with subsection
           (15) and the dissenting shareholder withdraws notice; or

     (c)   the directors revoke a resolution to amend the articles under
           subsection 168(3), terminate an amalgamation agreement under
           subsection 176(5) or an application for continuance under subsection
           181(5), or abandon a sale, lease or exchange under subsection 184(8),

in which case the dissenting shareholder's rights are reinstated as of the date
the dissenting shareholder sent the notice referred to in subsection (10), and
the dissenting shareholder is entitled, upon presentation and surrender to the
corporation or its transfer agent of any certificate representing the shares
that has been endorsed in accordance
<PAGE>

                                      -3-

with subsection (13), to be issued a new certificate representing the same
number of shares as the certificate so presented, without payment of any fee.

     (15)  Offer to pay.  A corporation shall, not later than seven days after
the later of the day on which the action approved by the resolution is effective
or the day the corporation received the notice referred to in subsection (10),
send to each dissenting shareholder who has sent such notice,

     (a)   a written offer to pay for the dissenting shareholder's shares in an
           amount considered by the directors of the corporation to be the fair
           value thereof, accompanied by a statement showing how the fair value
           was determined; or

     (b)   if subsection (30) applies, a notification that it is unable lawfully
           to pay dissenting shareholders for their shares.

     (16)  Idem.  Every offer made under subsection (15) for shares of the same
class or series shall be on the same terms.

     (17)  Idem.  Subject to subsection (30), a corporation shall pay for the
shares of a dissenting shareholder within ten days after an offer made under
subsection (15) has been accepted, but any such offer lapses if the corporation
does not receive an acceptance thereof within thirty days after the offer has
been made.

     (18)  Application to court to fix fair value.  Where a corporation fails to
make an offer under subsection (15) or if a dissenting shareholder fails to
accept an offer, the corporation may, within fifty days after the action
approved by the resolution is effective or within such further period as the
court may allow, apply to the court to fix a fair value for the shares of any
dissenting shareholder.

     (19)  Idem.  If a corporation fails to apply to the court under subsection
(18), a dissenting shareholder may apply to the court for the same purpose
within a further period of twenty days or within such further period as the
court may allow.

     (20)  Idem.  A dissenting shareholder is not required to give security for
costs in an application made under subsection (18) or (19).

     (21)  Costs.  If a corporation fails to comply with subsection (15), then
the costs of a shareholder application under subsection (19) are to be borne by
the corporation unless the court otherwise orders.

     (22)  Notice to Shareholders.  Before making application to the court under
subsection (18) or not later than seven days after receiving notice of an
application to the court under subsection (19), as the case may be, a
corporation shall give notice to each dissenting shareholder who, at the date
upon which the notice is given,

     (a)   has sent to the corporation the notice referred to in subsection
           (10); and

     (b)   has not accepted an offer made by the corporation under subsection
           (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting
shareholder's right to appear and be heard in person or by counsel, and a
similar notice shall be given to each dissenting shareholder who, after the date
of such first mentioned notice and before termination of the proceedings
commenced by the application, satisfies the conditions set out in clauses (a)
and (b) within three days after the dissenting shareholder satisfies such
conditions.

     (23)  Parties joined.  All dissenting shareholders who satisfy the
conditions set out in clauses (22)(a) and (b) shall be deemed to be joined as
parties to an application under subsection (18) or (19) on the later of the date
upon which the application is brought and the date upon which they satisfy the
conditions, and shall be bound by the decision rendered by the court in the
proceedings commenced by the application.
<PAGE>

                                      -4-

     (24)  Idem.  Upon an application to the court under subsection (18) or
(19), the court may determine whether any other person is a dissenting
shareholder who should be joined as a party, and the court shall fix a fair
value for the shares of all dissenting shareholders.

     (25)  Appraisers.  The court may in its discretion appoint one or more
appraisers to assist the court to fix a fair value for the shares of the
dissenting shareholders.

     (26)  Final Order.  The final order of the court in the proceedings
commenced by an application under subsection (18) or (19) shall be rendered
against the corporation and in favour of each dissenting shareholder who,
whether before or after the date of the order, complies with the conditions set
out in clauses (22) (a) and (b).

     (27)  Interest.  The court may in its discretion allow a reasonable rate of
interest on the amount payable to each dissenting shareholder from the date the
action approved by the resolution is effective until the date of payment.

     (28)  Where corporation unable to pay.  Where subsection (30) applies, the
corporation shall, within ten days after the pronouncement of an order under
subsection (26), notify each dissenting shareholder that it is unable lawfully
to pay dissenting shareholders for their shares.

     (29)  Idem.  Where subsection (30) applies, a dissenting shareholder, by
written notice sent to the corporation within thirty days after receiving a
notice under subsection (28), may,

     (a)   withdraw a notice of dissent, in which case the corporation is deemed
           to consent to the withdrawal and the shareholder's full rights are
           reinstated; or

     (b)   retain a status as a claimant against the corporation, to be paid as
           soon as the corporation is lawfully able to do so or, in a
           liquidation, to be ranked subordinate to the rights of creditors of
           the corporation but in priority to its shareholders.

     (30)  Idem.  A corporation shall not make a payment to a dissenting
shareholder under this section if there are reasonable grounds for believing
that,

     (a)   the corporation is or, after the payment, would be unable to pay its
           liabilities as they become due; or

     (b)   the realizable value of the corporation's assets would thereby be
           less than the aggregate of its liabilities.

     (31)  Court order.  Upon application by a corporation that proposes to take
any of the actions referred to in subsection (1) or (2), the court may, if
satisfied that the proposed action is not in all the circumstances one that
should give rise to the rights arising under subsection (4), by order declare
that those rights will not arise upon the taking of the proposed action, and the
order may be subject to compliance upon such terms and conditions as the court
thinks fit and, if the corporation is an offering corporation, notice of any
such application and a copy of any order made by the court upon such application
shall be served upon the Commission.

     (32)  Commission may appear.  The Commission may appoint counsel to assist
the court upon the hearing of an application under subsection (31 ) if the
corporation is an offering corporation.
<PAGE>

PROSPECTUS SUPPLEMENT
(To Joint Proxy Statement/Prospectus dated ____________, 2000)

                  SUBJECT TO COMPLETION, DATED JUNE 28, 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING ANY OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                              AVIATION GROUP, INC.

     Offer to Exchange 2,153 Shares of Series C Convertible Preferred Stock
                  for 2,153 Shares of Series B Preferred Stock

                  The Exchange Offer Will Expire at 5:00 p.m.,
           Dallas, Texas Time, on ____________, 2000, Unless Extended

                          Terms of the Exchange Offer

     We, Aviation Group, Inc., are offering to the holders of outstanding shares
of our Series B preferred stock to exchange shares of our Series C convertible
preferred stock for their shares.  The exchange ratio is one share of Series C
convertible preferred for each share of Series B preferred stock.  Both series
of preferred stock have similar liquidation values.  Tenders of outstanding
shares of Series C convertible preferred stock may be withdrawn at any time
prior to the expiration of the exchange offer.

     At the same time as this offer, we have mailed to our common shareholders
the accompanying joint proxy statement/prospectus to obtain their approval to an
arrangement under Ontario, Canada law between our Canadian subsidiary and
travelbyus.com ltd. and to the issuance of the Series C convertible preferred
stock.  The closing of our exchange offer to you is conditioned on the
completion of the arrangement and the approval of the issuance of the Series C
convertible preferred stock.

     There is currently no established trading market for the Series B or Series
C preferred stock.  We do not expect that a trading market for the preferred
stock will develop following the completion of the exchange offer.  Our common
stock is traded on the Nasdaq SmallCap Market and the Boston Stock Exchange
under the symbol "AVGP".  On May 31, 2000, the closing price of our common
stock, as reported on the Nasdaq SmallCap Market, was $2.50 per share.

               Terms of the Series C Convertible Preferred Stock
              Offered in Exchange for the Series B Preferred Stock

Dividends:  9% cumulative annual dividends, payable monthly in arrears in cash,
if and when declared by our board of directors.

Liquidation Preference:  $10,000 per share.

Voting Rights:  The shares of Series C convertible preferred stock will vote
together, as a single class, with shares of our common stock on an as-converted
basis, after the earlier of September 30, 2000 or the completion of our
arrangement with travelbyus.com.

Redemption at our Option:  Prior to October 1, 2000, we may redeem shares of the
Series C convertible preferred stock at any time at a redemption price equal to
the liquidation preference.

                                      S-1
<PAGE>

Conversion Right:  The Series C convertible preferred stock is convertible by
you into our common stock at the applicable conversion ratio at any time after
the earlier of October 31, 2000 or our notice of redemption.

Conversion Price:  The greater of $6 per share, subject to adjustment, or the
mean of the closing bid prices for our common stock for the 21 trading days
prior to conversion.  If the minimum conversion price of $6 applies, this
equates to an initial conversion ratio of 1,666 2/3 shares of our common stock
for each share of Series C convertible preferred stock.

Conversion at our Option:  At any time after February 28, 2001, we may convert
shares of Series C convertible preferred stock into our common stock at the
conversion price.

                                ________________


THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.  SEE "SUPPLEMENTAL RISK FACTORS"
ON PAGE S-3 OF THIS SUPPLEMENT AND "RISK FACTORS" BEGINNING ON PAGE 19 OF THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                ________________

           The date of this prospectus supplement is ________, 2000.

                                      S-2
<PAGE>

                                 EXCHANGE OFFER

     We are offering to issue new shares of our Series C convertible preferred
stock in exchange for outstanding shares of our Series  B preferred stock.  The
exchange ratio is one share of Series C convertible preferred for each share of
Series B preferred stock.  The series of preferred stock have similar
liquidation values.

     This exchange offer is being made in connection with the solicitation of
our common shareholders for approval of a proposed arrangement under Ontario,
Canada law between our Canadian subsidiary and travelbyus.com ltd.  The details
of the proposed arrangement are described in the accompanying joint proxy
statement/prospectus which we have mailed to our common shareholders.  In
addition, our common shareholders are being solicited to approve the issuance of
the Series C convertible preferred stock.  This exchange offer is required by
the terms of our agreement with travelbyus.com entered into on March 1, 2000.

     The exchange offer is not conditioned upon any minimum number of shares
being tendered for exchange. The only conditions to the exchange offer are the
declaration of the effectiveness of the registration statement of which this
prospectus supplement constitutes a part, the completion of the arrangement.,
and the approval by our shareholders of the issuance of the Series C convertible
preferred stock.

     Cumulative dividends on each share of Series C convertible preferred stock
will accrue from the date immediately following the last date on which dividends
were paid on the share of Series B preferred stock exchanged for Series C
convertible preferred share.  If no dividends have been paid on the Series B
preferred stock, cumulative dividends will accrue from the date the share of the
Series B preferred stock was originally issued

     The exchange offer will expire at 5:00 p.m., Dallas, Texas time, on
____________, 2000, unless we, in our sole discretion, choose to extend the
expiration date. Tenders of outstanding shares of Series C convertible preferred
stock may be withdrawn at any time prior to the expiration of the exchange
offer.  In order to withdraw your tender, you must provide us with a written
notice of withdrawal at the address indicated on the letter of transmittal,
specifying your name and the number of shares being withdrawn, including the
certificate number of the certificate representing the Series B preferred stock
being withdrawn.  The notice of withdrawal must be signed by the same person and
in the same manner as the person who tendered the shares.

     Enclosed with this prospectus supplement is a form of letter of transmittal
to tender your shares for exchange. Please complete and sign the letter of
transmittal and return it, together with the certificate for your shares of
Series B preferred stock, to us at the address indicated on the letter of
transmittal.  If and when the exchange offer is closed, we will promptly forward
to you a certificate representing the shares of Series C convertible preferred
stock to which you are entitled under this exchange offer.  If any of the
conditions to the exchange offer are not satisfied and not waived by us, we will
return to you any shares of the Series B preferred stock that you tendered
pursuant to this exchange offer.

     We will pay all expenses incident to the exchange offer.  We have not
retained an exchange agent in connection with the exchange offer as we will act
as our own exchange agent.  If you have any questions or desire further
information with respect to the exchange offer, please contact Richard Morgan at
(214) 922-8100, ext. 1102, or by facsimile at (214) 922-9242.

     References in this prospectus supplement to "we" or "our" are to Aviation
Group, Inc.

                           SUPPLEMENTAL RISK FACTORS

     In addition to the risk factors beginning on page 19 of the accompanying
joint proxy statement/prospectus, you should consider the following risk factors
in evaluating whether to accept this exchange offer.  These factors should be
considered in conjunction with the other information included elsewhere in this
prospectus supplement and in the joint proxy statement/prospectus.

                                      S-3
<PAGE>

The Series C convertible preferred stock may be converted into common stock by
Aviation Group at any time after February 28, 2001.

     Aviation Group may elect to exercise its right to cause the conversion of
the Series C convertible preferred stock into common stock at any time after
February 28, 2001.  If this occurs, holders of the Series C convertible
preferred stock will lose their rights as preferred shareholders, including for
instance any preference on liquidation and any cumulative dividends.  In
addition, the investment of the holders will be diluted if the trading price of
the common stock is less than $6.00 per share, which is the minimum conversion
price.

There is no established market for our preferred stock.

     Although the Series C convertible preferred stock may be resold or
otherwise transferred by holders who are not affiliates of our company without
compliance with the registration requirements under the Securities Act, they
will be new securities for which there is currently no established trading
market.  Similarly, there is no established trading market for our Series B
preferred stock.  We do not intend to apply for listing of either series of our
preferred stock on a national securities exchange or for quotation on an
automated dealer quotation system.  The liquidity of any market for our
preferred stock will depend upon the number of holders of the series of stock,
the interest of securities dealers in making a market in such stock and other
factors.  Accordingly, there can be no assurance as to the development or
liquidity of any market for either series of our preferred stock.  If an active
trading market for the our preferred stock does not develop, the market price
and liquidity of the stock may be adversely affected.  If shares of our
preferred stock are traded, they may trade at a discount from their current
value, depending upon the market for similar securities, our performance and
other factors. Although our common stock is presently listed on the Nasdaq
SmallCap Market and the Boston Stock Exchange and we intend to apply for listing
of our common stock on the Nasdaq National Market and the Frankfurt Stock
Exchange, there can be no assurance that these listings will be maintained or
approved. There are also substantial risks relating to the market for and
liquidity of the common stock, as described in the accompanying joint proxy
statement/prospectus.

We do not plan to pay dividends on our common stock.

     Unlike the Series C convertible preferred stock, the common stock into
which the Series C convertible preferred stock is convertible does not give the
holder a right to receive dividends.  We have paid no dividends on our common
stock.  We cannot assure you that we will achieve sufficient earnings to pay
cash dividends on our common stock in the near future.  Further, we intend to
retain earnings to fund our operations.  Therefore, we do not anticipate paying
any cash dividends on our common stock for the foreseeable future.

Our ability to pay the liquidation preference and dividends on our preferred
stock depends on our financial condition at that time.

     Our obligations to the holders of our debt and other creditors take
priority over our obligations to the holders of the Series C convertible
preferred stock or Series B preferred stock.  Additionally, under Texas law, we
may not redeem our preferred stock for its stated liquidation preference if at
that time our remaining assets are not sufficient to pay our outstanding
obligations or if that redemption would impair our capital.

The payment of dividends on our preferred stock is subject to the discretion of
our board of directors.

     The holders of the Series C convertible preferred stock and Series B
preferred stock are entitled to receive dividends on their shares only when and
if declared by our board of directors.  There is no obligation to pay a dividend
until our board of directors declares the dividend.  If we do not declare and
pay dividends on the preferred stock, the dividends will accumulate, but the
holders will have no other rights or remedies and will be required to wait until
we declare a dividend on the preferred stock.

                                      S-4
<PAGE>

      COMPARISON OF SERIES B PREFERRED STOCK AND SERIES C PREFERRED STOCK

     Descriptions of the terms of both the Series B preferred stock and the
Series C convertible preferred stock are set forth in the accompanying joint
proxy statement/prospectus under "Description of Aviation Group Capital Stock."
The following is a brief description of some of the material differences in the
rights, preferences and limitations between the Series B preferred stock and the
Series C convertible preferred stock.

Dividends

     The annual dividend rate on the Series B preferred stock is 12% as compared
to 9% for the Series C convertible preferred stock. Dividends are payable
quarterly in arrears on the Series B preferred stock, compared to monthly in
arrears on the Series C convertible preferred stock, in each case only if and
when declared by our board of directors.

Liquidation Preference

     The liquidation value of the Series B preferred stock and Series C
convertible preferred stock are identical and of equal rank.

Voting Rights

     The holders of the Series B preferred stock are not entitled to vote on any
matters except as required by the Texas Business Corporation Act or if the
rights of the holders of the Series B preferred stock are adversely affected.
The holders of the Series C convertible preferred stock have the same rights
and, in addition, after the earlier of September 30, 2000 or the completion of
the arrangement., will have the right to vote as a shareholder of Aviation Group
on any matters for which holders of common stock have the right to vote, voting
together with the holders of common stock as a single class.

Conversion

     The Series B preferred stock is not convertible into common stock at any
time.  Holders of the Series C convertible preferred stock have the right to
convert their stock at any time after October 31, 2000 or earlier if we elect to
exercise our mandatory redemption right.  In addition, we have the right to
require conversion of the Series C convertible preferred stock into shares of
common stock at any time after February 28, 2001.  The conversion price is the
greater of $6 per share of common stock, subject to adjustment, or the
arithmetic mean of the closing bid price of the common stock for the 21 trading
days preceding the date of conversion.  This amount is divided into the
liquidation preference to determine the number of shares into which each share
is convertible.

Redemption

     We have the right to redeem all or part of the Series B preferred stock and
Series C convertible preferred stock at the liquidation preference calculated
through the date of redemption.  We may not exercise this right until after
February 28, 2001 for the Series B preferred stock and may only exercise this
right before September 30, 2000 for the Series C convertible preferred stock.
We are required to redeem the Series B preferred stock to the extent of any cash
proceeds from the sale of any of our assets other than in the ordinary course of
business or the sale of public debt or equity securities after completion of the
arrangement.

Resales of Shares of Preferred Stock

     The shares of Series B preferred stock were issued in a transaction that
was exempt from the registration requirements of the Securities Act of 1933 and
are, therefore, "restricted securities" which may not be resold except pursuant
to an effective registration statement or an applicable exemption from such
registration requirements. The Series C convertible preferred stock has been
registered under the Securities Act and, therefore, will not bear any legends
restricting transfer.   These shares generally may be offered for resale, resold
and otherwise transferred by a holder (other than any affiliate within the
meaning of Rule 405 under the Securities Act) without registration and
compliance with the prospectus delivery provisions of the Securities Act.  Any
shares of Series B preferred stock that are not tendered will,

                                      S-5
<PAGE>

following the expiration of the exchange offer, continue to be outstanding and
will continue to be subject to the existing restrictions upon their transfer.

                                 LEGAL MATTERS

     The validity of the shares of Series C convertible preferred stock offered
to you has been passed upon by Jenkens & Gilchrist, a Professional Corporation.

                                      S-6
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  Indemnification of Directors and Officers

     The Articles of Incorporation of the Registrant, generally, limit the
liability of the Registrant's directors and officers to the Registrant and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the State of Texas.  The Articles of Incorporation also provide
generally, for the indemnification of directors and officers, among others,
against judgments, settlements, penalties, fines, and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities except in
connection with a proceeding by or in the rights of the Registrant in which the
director was adjudged liable to Aviation Group, Inc. or in connection with any
other proceeding, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.  The Registrant has been advised that, in the opinion of the
SEC, any indemnification for liabilities arising under the Securities Act of
1933 is against public policy as expressed in the Securities Act, and is,
therefore, unenforceable.

     The Registrant may purchase director and officer liability insurance for
the purpose of providing a source of funds to pay any indemnification described
above.

ITEM 21.  Exhibits and Financial Statement Schedules

     (a)  Exhibits

Exhibit
Number     Description of Exhibit
-------    ----------------------
   2.1     Arrangement Agreement dated May 3, 2000 between travelbyus.com ltd.,
           Aviation Group Canada Ltd. and Aviation Group, Inc. (included as
           Appendix A to the joint proxy statement/prospectus)

  *2.2     Interim Order issued by the Ontario Superior Court (included as
           Appendix C to the joint proxy statement/prospectus)

   2.3     Plan of Arrangement, including Share Provisions for travelbyus.com
           ltd. (included as Appendix B to the joint proxy
           statement/prospectus)

   3.1     Articles of Incorporation of Aviation Group, Inc. filed with the
           Texas Secretary of State, as amended

   3.2     Amended and Restated Bylaws of Aviation Group, Inc., as amended

   4.1     Articles of Incorporation of Aviation Group, Inc., including
           Certificates of Designation for Series A convertible preferred
           stock, Series B preferred stock and Series C convertible
           preferred stock (filed as Exhibit 3.1)

   4.2     Form of Certificate representing common stock (a)

   4.3     Form of Warrant Agreement dated August 13, 1997 between Aviation
           Group, Inc., Continental Stock Transfer & Trust Co., Inc., and Duke
           & Co., Inc. (a)

   4.4     Form of Warrant Certificate (attached as Exhibit A to Form of
           Warrant Agreement filed as Exhibit 4.3) (a)

   4.5     Resignation of Warrant Agent dated November 30, 1998 between
           Aviation Group, Inc. and Continental Stock Transfer & Trust Company,
           and Appointment of Warrant Agent and Assumption of Warrant Agreement
           dated November 18, 1998 between Aviation Group, Inc. and Securities
           Transfer Corporation

                                      II-1
<PAGE>

   4.6     Form of Underwriter's Warrant Agreement dated August 13, 1997 by and
           between Aviation Group, Inc. and Duke & Co., Inc. (a)

  *5.1     Opinion of Jenkens & Gilchrist, a Professional Corporation as to
           legality

  *5.2     Opinion of Cassels Brock & Blackwell LLP as to legality

  *8.1     Opinion of Cassels Brock & Blackwell LLP as to tax matters

  *8.2     Opinion of Shearman & Sterling as to tax matters

  10.1     Aviation Group, Inc. 1997 Stock Option Plan (a)

  10.2     First Amendment to 1997 Stock Option Plan

  10.3     First Amended and Restated Employment Agreement between Aviation
           Group, Inc. and Lee Sanders (a)

  10.4     Employment Agreement dated March 1, 1996, by and between Aviation
           Group, Inc. and Paul Lubomirski (a)

  10.5     Form of Warrant Agreement for warrants granted as of April 28, 1998,
           and table listing directors or executive officers who received
           warrants and related information (d)

  10.6     Lease and Operating Agreement between Aviation Exteriors Louisiana,
           Inc. and Iberia Parish Airport Authority, dated December 28, 1994,
           relating to Hangar No. 88-C (a)

  10.7     Warrant Agreement dated as of October 20, 1998 between Paul Taboada
           and Aviation Group, Inc. (e)

  10.8     Warrant Agreement dated as of July 31, 1999 between Aviation Group,
           Inc. and the Louisiana Economic Development Corporation (e)

  10.9     Lease and Operating Agreement between Iberia Parish Airport Authority
           and Aviation Exteriors Louisiana, Inc., dated July 23, 1991, relating
           to Hangar No. 88, as amended by that certain Agreement dated December
           10, 1992 (a)

  10.10    Loan and Security Agreement dated August 21, 1998 between the CIT
           Group/Credit Finance, Inc. and Tri-Star Airline Services, Inc.,
           Aviation Exteriors Louisiana, Inc., Casper Air Service, Aero Design,
           Inc., and Aviation Exteriors Aviation Portland, Inc. (d)

  10.11    Guaranty dated August 21, 1998 from Aviation Group, Inc. in favor of
           The CIT Group/Credit Finance, Inc. (d)

  10.12    Warrant Agreement dated April 30, 2000 between Aviation Group, Inc.
           and Securities Transfer Corporation, as Warrant Agent, governing
           Series B warrants

  10.13    Warrant Agreement dated April 30, 2000 between Aviation Group, Inc.
           and Securities Transfer Corporation, as Warrant Agent, governing
           Series C warrants

  10.14    Warrant dated May 11, 2000 issued by Aviation Group, Inc. in favor of
           Genesis Diversified Investments, Inc.

  10.15    Warrant Agreement dated as of June 11, 1999 between Aviation Group,
           Inc. and John H. Chidlow (e)

  10.16    Warrant Agreement dated as of June 11, 1999 between Jerry R. Webb
           and Aviation Group, Inc. (e)

                                      II-2
<PAGE>

  10.17    Warrant Agreement dated as of October 20, 1998 between RAS Securities
           Corp. and Aviation Group, Inc. (e)

  10.18    Form of 10% Convertible Note maturing March 1, 2001 (a)

  10.19    Form of Pledge Agreement from Aviation Group, Inc. in favor of
           holders of 10% Convertible Notes (a)

  10.20    Warrant Agreement dated as of August 31, 1999 between Aviation
           Group, Inc. and Hank Clements (e)

  10.21    Employment Agreement between Aviation Group, Inc. and John Arcari (a)

  10.22    First Amendment to Consulting Agreement between Aviation Group, Inc.
           and Charles Weed (a)

  10.23    Warrant Agreement dated as of August 31, 1999 between Aviation
           Group, Inc. and Robert Schneider (e)

  10.24    747 Hangar Lease Agreement between Iberia Parish Government, Iberia
           Parish Airport Authority and Aviation Exteriors Louisiana, Inc.,
           dated June 23, 1999 (e)

  10.25    Agreement between United Parcel Service Co. and Aviation Exteriors
           Louisiana, Inc. (f/k/a Pride Aviation, Inc.) dated January 1, 1999
           (e)

  10.26    First Amendment to Employment Agreement between Aviation Group, Inc.
           and Paul Lubomirski dated August 18, 1997 (a)

  10.27    First Amendment to First Amended and Restated Employment Agreement
           between Aviation Group, Inc. and Lee Sanders dated August 18, 1997
           (a)

  10.28    Second Amendment to First Amended and Restated Employment Agreement
           between Aviation Group, Inc. and Lee Sanders dated August 28, 1998
           (d)

  10.29    First Amendment to Stock Purchase Agreement among Aviation Group,
           Aero Design, Inc., Battery Shop, LLC, Carolyn Lynn and Grady Lynn
           dated as of April 30, 1999 (e)

  10.30    Aircraft Paint Services Agreement dated April 24, 1998 between
           Federal Express Corporation and Aviation Exteriors Aviation, Inc. (b)

  10.31    Stock Purchase Agreement dated as of August 28, 1998 among Aviation
           Group, General Electrodynamics Corporation, Omega Management
           Corporation and Thomas J. Smith (c)

  10.32    Forms of Amendments to Nonqualified Warrant Agreements and Qualified
           Stock Option Agreements to amend exercise prices, together with a
           listing of the options and warrants that were amended and the new
           exercise prices per share (e)

  10.33    Amendment and Second Amendment to June 30, 1996 Warrant Agreement
           between Aviation Group, Inc. and Richard L. Morgan (e)

  10.34    Preferred Stock Purchase Agreement dated March 1, 2000 among Global
           Leisure Travel, Inc., Aviation Group, Inc. and the shareholders of
           Global Leisure Travel, Inc., as amended (g)

  10.35    Asset Purchase Agreement dated as of February 8, 2000 between Casper
           Air Service and Casper Jet Center Fueling, L.L.C. (f)

  10.36    Asset Purchase Agreement dated as of December 15, 1999 between Tri-
           Star Acquisition Corp. d/b/a Servisair, Inc. and Tri-Star
           Airline Services, Inc., joined for limited purposes by Aviation
           Group, Inc. and Servisair USA, Inc. (f)

                                      II-3
<PAGE>

  10.37    Warrant dated May 11, 2000 issued by Aviation Group, Inc. in favor
           of Global Leisure, Inc.

  10.38    Preferred Stock Purchase Agreement dated March 1, 2000 between
           Aviation Group, Inc. and travelbyus.com ltd., as amended (g)

  10.39    Agreement and Plan of Merger dated March 17, 2000 among Aviation
           Group, Inc., Global Leisure Travel, Inc., the shareholders of Global
           Leisure Travel, Inc. and certain debtholders of Global Leisure
           Travel, Inc., as amended (g)

  10.40    Purchase Agreement dated May 4, 2000 among Aviation Group, Inc.,
           travelbyus.com ltd. and SW Pelham Fund, L.P.

  10.41    Promissory Note dated May 9, 2000 in the principal amount of
           $3,000,000 made by Aviation Group, Inc. payable to SW Pelham Fund,
           L.P.

  10.42    Warrant Agreement dated May 9, 2000 between Aviation Group, Inc. and
           SW Pelham Fund, L.P.

  10.43    Form of two Warrant Agreements dated February 23, 2000 between
           Aviation Group, Inc. and Richard Morgan or Lee Sanders, each for the
           purchase of 250,000 shares of common stock (g)

  10.44    Form of three Warrant Agreements dated February 23, 2000 between
           Aviation Group, Inc. and Hank Clements, Charles E. Weed or Gordon
           Whitener, each for the purchase of 50,000 shares of common stock (g)

  10.45    Promissory Note dated May 25, 2000 in the principal amount of
           $1,975,000 made by travelbyus.com ltd. payable to the order of
           Aviation Group, Inc.

  10.46    Pledge Agreement dated May 25, 2000 from travelbyus.com ltd. in favor
           of Aviation Group, Inc.

  10.47    Third Amendment to First Amended and Restated Employment Agreement
           dated effective February 23, 2000 between Aviation Group, Inc. and
           Lee Sanders

 *11.1     Computation of Net Loss per Common Share

  21.1     List of Subsidiaries of Aviation Group, Inc.

 *23.1     Consent of Jenkens & Gilchrist, a Professional Corporation
           (included in Exhibit 5.1)

 *23.2     Consent of Cassels Brock & Blackwell LLP  (included in Exhibit 5.2)

 *23.3     Consent of Shearman & Sterling (included in Exhibit 8.2)

  23.4     Consents of PricewaterhouseCoopers LLP

  23.5     Consent of Hein + Associates LLP

  23.6     Consent of BDO Seidman LLP

  23.7     Consent of CIBC World Markets Corp. (included in their opinion, in
           Appendix H to the joint proxy statement/prospectus)

  23.8     Consent of Wellington West Capital Inc. (included in their opinion in
           Appendix G in the joint proxy statement/prospectus)

  23.9     Consent of Ernst & Young LLP

                                      II-4
<PAGE>

  24.1     Power of Attorney (included on signature page)

  99.1     Form of Proxy Card for Aviation Group, Inc.

  99.2     Form of Proxy Card for travelbyus.com ltd.

  99.3     Consent of Michael A. Farrugia

  99.4     Consent of John H. Craig

  99.5     Consent of Alan Thompson

  99.6     Form of Voting and Exchange Trust Agreement among Aviation Group,
           Inc., Aviation Group Canada Ltd., travelbyus.com ltd. and Montreal
           Trust Company of Canada (included as Appendix D to the joint proxy
           statement/prospectus)

  99.7     Form of Support Agreement among Aviation Group, Inc., Aviation Group
           Canada Ltd. and travelbyus.com ltd. (included as Appendix E to the
           joint proxy statement/prospectus)
---------------------------------
*    To be filed by amendment.
(a)  Incorporated herein by reference to the Form SB-2 Registration Statement of
     Aviation Group, Inc. (File No. 333-22727).
(b)  Incorporated herein by reference to the Form 10-QSB Quarterly Report for
     the quarter ended March 31, 1998.
(c)  Incorporated by reference to the Form 8-K Current Report dated August 28,
     1998.
(d)  Incorporated by reference to the Form 10-KSB Annual Report for the year
     ended June 30, 1998.
(e)  Incorporated by reference to the Form 10-KSB Annual Report for the year
     ended June 30, 1999.
(f)  Incorporated by reference to the Form 10-QSB Quarterly Report for the
     quarter ended December 31, 1999.
(g)  Incorporated by reference to the Form 10-QSB Quarterly Report for the
     quarter ended March 31, 2000.


     (b)  Financial Statement Schedules.  None

     (c)  Report, Opinion or Appraisal.  The fairness opinions of Wellington
West Capital Inc. and CIBC World Markets Corp. are included in the joint proxy
statement/prospectus as Appendices G and H.

ITEM 22.  Undertakings

     Aviation Group, Inc. hereby undertakes as follows: that prior to any public
reoffering of the securities registered in this registration statement through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

     Aviation Group, Inc. undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered in that
statement, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering of those securities.

                                      II-5
<PAGE>

     Aviation Group, Inc. hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) to include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii)  to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered in that statement, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering of those securities.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     If any indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of Aviation Group,
Inc. pursuant to the foregoing provisions, or otherwise, Aviation Group, Inc.
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Aviation Group, Inc. of expenses incurred
or paid by a director, officer or controlling person of Aviation Group, Inc. in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Aviation Group, Inc. will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

     Aviation Group, Inc. hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

     Aviation Group, Inc. hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.

                                      II-6
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
June 21, 2000.

                                    AVIATION GROUP, INC.


                                    By:  /s/  William Kerby
                                       ---------------------------------------
                                         William Kerby
                                         President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, Lee B. Sanders and
Richard L. Morgan, or any of them, with full power to act alone, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the SEC, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons on behalf of Aviation
Group, Inc. and in the capacities and on the dates indicated.

       Signature                      Title                        Date
       ---------                      -----                        ----

/s/  William Kerby         President, Chief Executive Officer   June 21, 2000
-------------------------  and Director
William Kerby

/s/  Lee Sanders           Chairman of the Board and Director   June 21, 2000
-------------------------
Lee Sanders

/s/  Richard L. Morgan     Director, Executive Vice President,  June 21, 2000
-------------------------  Chief Financial Officer and Chief
Richard L. Morgan          Accounting Officer

/s/  Charles Weed          Director                             June 21, 2000
-------------------------
Charles Weed

/s/  Gordon Whitener       Director                             June 21, 2000
-------------------------
Gordon Whitener

/s/  Hank Clements         Director                             June 21, 2000
-------------------------
Hank Clements

/s/ John Fenyes            Director                             June 21, 2000
-------------------------
John Fenyes

                                      II-7