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Exhibit 99.2
No. of Shares ______
FORM OF PROXY
TRAVELBYUS.COM LTD.
204-3237 KING GEORGE HIGHWAY, SOUTH SURREY, BRITISH COLUMBIA V4P IB7
SPECIAL MEETING OF SHAREHOLDERS
October __, 2000
The undersigned hereby appoints ____________________________ and
______________________________ (Alternative:____________________________), or
any of them, with full power of substitution in each, proxies (and if the
undersigned is a proxy, substitute proxies) to vote all shares of travelbyus.com
common stock of the undersigned in travelbyus.com ltd. at the Special Meeting of
Shareholders to be held _______________, Toronto, Ontario, at 11:00 a.m., local
time, on October __, 2000, and at any adjournments thereof, as specified below:
1. Proposal to approve the arrangement between travelbyus.com ltd., Aviation
Group, Inc. and a wholly owned Canadian subsidiary of Aviation Group, Inc.
pursuant to an Arrangement Agreement, as described in the accompanying
joint proxy statement/prospectus.
[_] FOR [_] AGAINST [_] ABSTAIN
2. Proposal to approve the amendment to travelbyus.com's stock option plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the proxies (and if the undersigned is a proxy, any
substitute proxies) are authorized to vote upon such other business as may
properly come before the meeting.
Please sign and date on reverse side of this proxy.
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This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR Proposals1 and 2 and at the discretion of the proxies with respect
to any matters referred to in Proposal 3. This proxy is being solicited by the
board of directors and the management of travelbyus.com ltd. A shareholder has
the right to appoint a person or company (who need not be a shareholder), other
than the persons designated as proxies herein, as proxyholder to represent the
shareholder at the special meeting by striking out the names of the persons so
designated and inserting the name of the chosen proxyholder in the blank space
provided for that purpose, or by completing and signing another proper form of
proxy.
Dated:___________________________, 2000
Please sign exactly as name appears in
left. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
________________________________________
Signature
________________________________________
Title
This proxy is solicited by the Board of Directors. If no
specification is made, this Proxy will be voted
FOR Proposals 1 and 2.