ARTICLE SUBJECT PAGE ------- -------------------------- ---- 1 Statement of Purpose 2 2 Recognition and Representation 3 3 Status of Agreement 5 4 Pilot Status 7 5 Seniority 8 6 Seniority Roster 10 7 Reductions in Workforce 11 8 Job Posting and...

Exhibit (10)(16)

AGREEMENT

BETWEEN

PILOTS

REPRESENTED

OFFICE AND PROFESSIONAL
EMPLOYEES INTERNATIONAL
UNION, AFL-CIO

AND

OFFSHORE LOGISTICS, INC.

CONTENTS

ARTICLE SUBJECT PAGE
------- -------------------------- ----

1 Statement of Purpose 2
2 Recognition and Representation 3
3 Status of Agreement 5
4 Pilot Status 7
5 Seniority 8
6 Seniority Roster 10
7 Reductions in Workforce 11
8 Job Posting and Bidding 13
9 Categories of Aircraft 16
10 Schedules of Service 17
11 Leaves of Absence 18
12 Paid Days Off and Banked Days 22
13 On-the-Job Injury (OJI) Leave 00
00 Xxxxxxxxxxx Xxxxx 00
00 Jury Duty 29
16 Fees and Physical Examinations 30
17 Training 32
18 Facilities, Equipment and Uniforms 00
00 Xxxxxxxxx Xxx 00
00 Moving Expense 39
21 Base Pay 41
22 Supplemental Pay 42
23 Bonuses 43
24 Workover/Overtime 44
25 Travel Pay 47
26 Per Diem 48
27 Insurance Benefits 49
28 Retirement and 401(k) Plan 50
29 Safety/Accident Prevention 51
30 General and Miscellaneous 53
31 Union Bulletin Boards and Communications 56
32 Grievance Procedure 57
33 System Board of Adjustment 61
34 No Strike/No Lockout 00
00 Xxxxx Xxxxxxxxxxxxxx 00
00 Union Security 69
37 Savings Clause 75
38 Duration 76
APPENDIX A 77

1 Fixed Wing Pilots 84
2 Effective Date for Paid Days Off 81
3 IFR Cadre 82
4 Pilots Hired With Prior Experience 83
5 Implementation Dates 84
6 Air Logistics of Alaska, Inc. 86

AGREEMENT

This Agreement and Contract is made by and between OFFICE and PROFESSIONAL
EMPLOYEES INTERNATIONAL UNION hereinafter called the "Union" or the "OPEIU" and
OFFSHORE LOGISTICS INC., hereinafter called the "Company" or "Employer".

ARTICLE 1

STATEMENT OF PURPOSE

Section 1. The purpose of this Agreement is, in the mutual interest of the
Company and its pilots, to provide for the operation of the services
of the Company under methods which will further, to the fullest
extent possible, the safety of air transportation and the efficiency
of operation.

Section 2. No Pilot covered by this Agreement will be interfered with,
restrained, coerced or discriminated against by the Company, its
officers, or its agents because of membership in or lawful activity
on behalf of the Union.

Section 3. It is understood, whenever in this Agreement, Pilots or jobs are
referred to in the male gender, it shall be recognized as referring
to both male and female Pilots. The provisions of this Agreement
apply to all Pilots regardless of sex, color, race, creed, age,
religion, national origin, handicapped or veteran status or other
protected status in accordance with applicable national or state law.

ARTICLE 2

RECOGNITION AND REPRESENTATION

Section 1. This Agreement is made and entered into in accordance with the
provisions of Title II of the Railway Labor Act, as amended, by and
between Offshore Logistics, Inc. (the "Company") and the Office and
Professional Employees International Union (the "Union") representing
employees composed of the craft or class of Pilots as certified by
the National Mediation Board in Case Number R-6517, August 6, 1997.

a. The Company hereby recognizes the Union as the sole
collective bargaining agent and authorized
representative for those employees described in
Section 1 above, to represent them and, in their
behalf, to negotiate and conclude agreements with
the Company as to hours of work, wages, and other
conditions of employment in accordance with the
provisions of the Railway Labor Act, as amended.

Section 2. The term Pilot as used in this Agreement means Pilots (PIC) and/or
Co-Pilots (SIC) covered by this Agreement and for whom the Union is
the recognized collective bargaining representative.

Section 3. This Agreement covers all revenue and all known and
recurring miscellaneous flying performed by the Company
with Pilots on its payroll. All flying covered by this
Agreement shall be performed by Pilots whose names appear
on the Air Logistics L.L.C. and Air Logistics of Alaska,
Inc. Pilot's System Seniority List.

Section 4. Pilots covered by this Agreement shall be governed by all
reasonable Company rules, regulations and orders previously or
hereafter issued by proper authorities of the Company which are not
in conflict with the terms and conditions of this Agreement, and
which have been made available to the Pilots and union prior to
becoming effective.

Section 5. If the Union considers the rule to be unreasonable, it will have
the right to file a written grievance challenging such rule prior to
the implementation by the Company. Grievances properly filed in this
respect will be subject to the normal Grievance and System Board of
Adjustment procedures as set forth in Article 32 and Article 33 of
this Agreement.

Section 6. The Company may engage in Subcontracted Revenue Flying under the
following circumstances: Subcontracted Revenue Flying may be engaged
in for periods not to exceed one hundred and eighty (180) days per
occurrence during

the term of this Agreement when (i) such
Subcontracted Revenue Flying is necessary to accomplish the needs of
the service of the Company, (ii) the Company determines that it does
not have sufficient or appropriate aircraft, or sufficient or
appropriately trained Pilots, available to perform the Subcontracted
Revenue Flying, and (iii) the Company does not furlough any Pilot as
a direct result of such engagement in Subcontracted Revenue Flying.
It is understood and agreed that nothing in this paragraph will
prevent the Company from furloughing Pilots or severing the
employment relationship with Pilots for economic reasons independent
of or unrelated to its engagement in Subcontracted Revenue Flying.

Section 7. Notwithstanding Section 6 above, in the event the Company engages
in Subcontracted Revenue Flying solely due to circumstances over
which the Company does not have control, it may engage in the
Subcontracted Revenue Flying for a time not to exceed the duration of
the circumstance beyond the Company's control or twelve (12) months,
whichever is less. Circumstances beyond the Company's control shall
include: an act of nature; a strike affecting the Company's business;
grounding of a substantial number of the Company's aircraft by a
government agency or court; loss or destruction of the Company's
aircraft; war emergency; or owner's or manufacturer's delay in the
delivery of aircraft scheduled for delivery.

ARTICLE 3

STATUS OF AGREEMENT

Section 1. It is fully understood and agreed that this Agreement supercedes
any and all Agreements now existing or previously executed between
the Company and any other Union, or individual, affecting the class
or craft of employees covered by this Agreement.

Section 2. The Company shall give notice of the existence of this Agreement,
and its full terms, to any entity which engages in a possible
transaction.

Section 3. MERGERS

a. In the event of a complete merger between the Company and another
helicopter company (i.e., the combination of all or substantially
all the assets of the two carriers) where the surviving carrier
decides to integrate the pre-merger operations, the following
procedures will apply: (1) if the Company is the surviving carrier,
the Company will integrate the two Pilot groups in accordance with
OPEIU Merger Policy if both groups are OPEIU-represented, and in
accordance with Sections 3 and 13 of the Allegheny Mohawk LPPs if
Pilots of the Company's merger partner are not represented by
OPEIU, and (2) if the Company is not the surviving carrier, the
Company will make reasonable efforts to have the surviving carrier
integrate the two Pilot groups in the same manner as stated in (1)
of this paragraph.

x.Xx the event the Company acquires all or substantially all of the
assets or equity of another air carrier, or another air carrier
acquires all or substantially all of the assets or equity of the
Company, the Company will meet promptly with the Union to negotiate
a possible "Fence Agreement" to be in effect during the period, if
any, the two carriers are operated separately without integration
of the Pilot work force. These discussions shall not be pursuant to
Section 6 of the Railway Labor Act, and reaching an agreement with
the Union shall not be a prerequisite for closing, or any other
aspect of the transaction or operations pursuant to the
transaction.

Section 4. MANAGEMENT RIGHTS

a. The Union recognizes that the management of the business of the
Company and the direction of the working force are vested
exclusively with the employer, subject to the provisions of this
Agreement.

b. The management functions shall not be used for the purpose of
discrimination against any Pilot because of Union activity or
for the purpose of evading any of the provisions of this
Agreement.

c. Except as restricted by the express terms of this Agreement, the
Company shall retain all rights to manage and operate its
business and work force, including but not limited to the right
to sell or discontinue all or part of the business; to sell or
lease aircraft or facilities; to determine where and when to
operate scheduled or unscheduled flights; to determine its
marketing methods and strategies; and to enter into affiliation
or marketing agreements with other carriers; to invest
(including equity investments) in other business entities
including, without limitation, other helicopter carriers; and to
determine the type of aircraft it will utilize.

(1) The exercise of any right reserved herein to management in
a particular manner, or the non-exercise of such right,
shall not operate as a waiver of the Company's rights
hereunder, or preclude the Company from exercising the
right in a different manner.

d. The parties agree that any past practices established prior to
the date of this Agreement shall not create any contractual or
legal obligation to continue such practices following the
effective date of this Agreement.

ARTICLE 4

PILOT STATUS

Section 1. Each newly hired Pilot shall be on probation for a period which
normally will not exceed six (6) months of cumulative service. The
probationary period will begin on the date a Pilot enters training.
During this time, a Pilot will become acquainted with his job duties,
fellow Pilots and Company facilities while being evaluated by his
supervisor. Evaluation of probationary period job performance is
based on a number of factors including attitude, attendance,
competence, and overall work performance. A supervisor who requires
additional time to evaluate a Pilot's suitability for a position may
extend the probationary period for an additional ninety (90) days of
cumulative active service.

Section 2. A newly employed Pilot shall be entitled to all the rights and
benefits of any other Pilot under the terms of this Agreement, except
that the termination of a Pilot's employment during his probationary
period, will not be subject to the grievance procedures and System
Board of Adjustment as set forth in this Agreement. After completing
the probationary period, such Pilot shall be considered a
non-probationary Pilot.

Section 3. Once each month, the Company will provide the Union office with a
listing of Pilots who have been hired, terminated, transferred and/or
granted a military leave of absence during the prior month. This
listing will include the home address of these Pilots.

ARTICLE 5

SENIORITY

Section 1. Seniority of a Pilot shall begin on the date a Pilot enters the
Company's training program.

Section 2. There shall be two (2) types of seniority, Company seniority and
Bidding seniority.

a. Company Seniority - Company Seniority shall be
-------------------
defined as a Pilot's length of service with the
Company, regardless of location, and shall govern
pay rates, and accrual or granting of paid days off
pursuant to Article 12 of this Agreement. Company
Seniority shall be adjusted for leaves of absence
and reductions in force as provided for in Articles
7 and 11 of this Agreement.

b. Bidding Seniority - Bidding Seniority shall be
-------------------
defined as a Pilot's length of service with the
Company, adjusted for leaves of absence as provided
for in Article 5, Section 4, and Article 11 of this
Agreement. Bidding Seniority shall govern all Pilots
covered by this Agreement in bidding for job
assignments and vacancies as provided for in this
Agreement, layoffs, reemployment after layoff,
demotions due to a reduction in force, and awarding
of full week VSTO periods.

Section 3. A Pilot who is promoted to a non-flying or supervisory position
shall continue to accrue Company and bidding seniority for one (1)
year. Thereafter, such Pilot shall continue to accrue Company
Seniority and retain his Bidding Seniority. If said Pilot returns to
flying duty, it shall be in accordance with his Company and Bidding
seniority. In the event there is no vacancy, he shall be carried as
an overage until the Company adjusts its staffing levels. If a Pilot
is terminated while in a supervisory or non-flying position, such
Pilot shall have no rights under this Agreement.

Section 4. A Pilot elected or appointed to a full-time position with the
Union shall retain and accrue Company and bidding seniority in their
immediate former classification.

Section 5. A Pilot will lose his seniority rights and his name will be
removed from the seniority list under the following conditions:

a. Resignation or retirement;

b. Discharge for just cause;

c. Absent from work for forty-eight (48) consecutive hours without
proper notification to the Director of Operations or his
designee of the reason, unless the employee is physically
incapable of providing the Company with the proper notification
of his absence;

d. Failure to return to work from an authorized leave of absence in
the time provided for by the Company, giving a false reason for
obtaining a leave of absence or accepting gainful employment
while on a leave of absence, when the employment was not
specifically authorized;

e. Failure to inform the designated Company representative in
person or by certified mail of his intention to return to work
as provided for in Article 7, Section 5(a);

f. Failure to return to work on or before a date specified in the
notice of recall from the designated Company representative
after a layoff as provided for in Article 7, Section 5.b.;

g. A Pilot who is furloughed and who is not recalled to service
with the Company within three (3) years from the date of
furlough.

Section 6. Disputes arising over seniority shall be handled in accordance
with Article 32 and Article 33 of this Agreement.

ARTICLE 6

SENIORITY ROSTER

Section 1. The Company will post a seniority roster on bulletin boards at all
bases, listing the names of its Pilots, date of hire, station and
base as reflected by its records. Copies of the seniority roster will
be furnished to the Union.

Section 2. When two or more Pilots are employed on the same date, they shall
be placed on the seniority roster according to the last four digits
of each new-hire's social security number. If two individuals have
the same last four digits in their social security number, the digit
immediately preceding the last four digits will be used to determine
the lowest number. The Pilot with the lowest last four digits will be
awarded the most senior position in the class. The balance of the
class will be awarded seniority positions in order of their numbers,
with the highest social security number receiving the lowest
seniority.

Section 3. The Company agrees to update the seniority roster once each month,
beginning with the effective date of this Agreement with a copy to
the Union. A Pilot shall have a period of thirty (30) days after the
posting of the seniority roster to protest to the Company any
omission or incorrect posting affecting his seniority. Pilots on
vacation, leave of absence or furlough shall be permitted thirty (30)
days after their return to duty to make any protest concerning his
seniority. Once the thirty (30) day period has expired without a
protest, a Pilot's posting will be considered correct and shall not
be subject to further protest, unless the omission or incorrect
posting was the result of a clerical error on the part of the
Company.

ARTICLE 7

REDUCTIONS IN WORKFORCE

Section 1. When it becomes necessary to reduce the workforce, a Pilot's
seniority, pursuant to Article 5 of this Agreement, shall govern the
layoff. Pilots with the least seniority at a location shall be laid
off first. For the purposes of this Article, there shall be two
locations: the Gulf of Mexico operation or the Alaska operation. The
Company shall give at least fourteen (14) days notice of an impending
layoff at the affected location, or two (2) weeks pay in lieu
thereof. The Company shall notify the Union in advance of the
impending reductions.

a. The fourteen (14) day notice or pay in lieu thereof
may be waived by the Company if the reduction in
force is caused by circumstances beyond the control
of the Company. Examples of this would include a war
or foreign invasion, an act of God/natural disaster,
an official state of emergency, a strike affecting
the Company's business, a work stoppage, a
government grounding of aircraft, the revocation of
operating certificate(s), or an unannounced
cancellation of contract flying.

Section 2. Pilots will be recalled from furlough in seniority order, with the
most senior laid-off Pilot being recalled first. The Company will
make reasonable efforts to place the recalled Pilot in his former
position or one of equal status.

Section 3. Pilots shall continue to accrue Bidding Seniority while on
furlough. He shall not accrue Company Seniority while on a furlough
of more than thirty (30) days duration.

Section 4. Laid off Pilots are required to file their proper address and
telephone number(s) with the Director of Operations at the time of
the lay off and will notify the Company of any address changes
promptly.

Section 5. Laid off Pilots shall be notified of a recall by telephone,
certified mail, or telegram to the most recent telephone number and
address provided by the Pilot. Notification by telephone must be
accomplished by positive telephone contact with the Pilot and the
call must be followed up with official notification by certified
mail. The date of recall notification shall be the earlier of the
date on which the recall letter was mailed, or the date the telegram
was sent. Notices sent to the last address of record shall be
considered conclusive evidence of notice to the Pilot.

a. Each Pilot accepting recall shall answer his recall notice no
later than five (5) days after receipt of such notice in person
or by certified mail. Pilots are strongly encouraged to notify
the Company prior to the five (5) day period of his acceptance
of the recall.

b. A laid off Pilot will not be allowed more than fifteen (15) days
after the date of recall notification to report to duty from
layoff. Nothing shall prevent the Company from beginning recall
classes prior to the end of the fifteen (15) day period if a
sufficient number of Pilots agree to return from recall early.

c. Pilots who fail to respond to a recall notice within the time
limits set forth above, Pilots who refuse recall, or Pilots who
reject a recall notice shall forfeit all recall rights and have
his name stricken from the seniority list.

d. Seniority and recall rights shall terminate if a laid off Pilot
is not recalled within thirty-six (36) months from the
commencement of his layoff.

ARTICLE 8

JOB POSTING AND BIDDING

I. PERMANENT VACANCIES

Section 1. When a job or crew position vacancy occurs on a full-time basis,
or when a new job or crew position is created, the vacancy will be
posted at all locations within seven (7) days after the vacancy
occurs. The notice shall provide as much information as is available
regarding the vacant position, including the job, location and
closing date for bid application.

Section 2. Bidding procedures are as follows:

a. Pilots will be given fourteen (14) calendar days from the
initial posting to bid on any vacant position. The fourteen (14)
days shall commence with the time the notice is faxed to all
bases.

b. The Company will make the awards within five (5) calendar days
after the bidding has closed, not including Saturdays, Sundays,
and holidays.

c. The senior qualified Pilot, as defined in Section 2, Paragraph
f. of this Article that bids on the vacancy shall be awarded the
job. The Company reserves the right to remove a Pilot from an
awarded job based on a customer complaint. Written documentation
of reasons for the complaint shall be provided to the Pilot and
to the Union upon request.

d. A Pilot responding to more than one (1) vacancy shall indicate
his order of preference on the bid and shall be awarded his
first preference.

e. A Pilot on VSTO, XXXX or leave of absence for the entire period
that bids are posted shall have an additional seven (7) days to
bid on the vacancy.

f. DEFINITION OF QUALIFIED

Qualified: The term qualified as used in this Article and
Agreement means that a Pilot has been trained in an aircraft
model, or holds the necessary Pilot License and endorsements to
be trained by the Company in that aircraft model. Training shall
be provided in accordance with Article 17.

A Pilot will be considered qualified in an aircraft model
although he may not be "current" as per FAR 135.293(b), 135.299,
etc. If that Pilot is

otherwise qualified and can become current
within a reasonable amount of time, the Company will provide
training.

g. In the event no bid is received on a posted vacancy and pool
Pilot(s) exist, such vacancies will be filled by the pool Pilots
in reverse seniority order. A pool Pilot is a Pilot who has not
been awarded to a contract on a full-time basis.

Section 3. After a Pilot has been assigned to a bid job, the Company will not
allow any other Pilot to temporarily perform work on that job,
provided the bid Pilot is available for work during his normal hitch.
If an immediate operational requirement exists, an available
qualified Pilot may be removed from his job, in reverse seniority
order, to fulfill such requirement for as short a period as possible,
not to exceed three (3) days. In such cases, the Pilot being removed
from his position will be pay protected until such time as he has
returned to his original job.

Section 4. A Pilot may bid on any posted position, provided that once he has
been awarded a vacancy, the Pilot shall be ineligible to bid on
another vacancy for six (6) months from the date of transfer. Date of
transfer is defined as the first date a Pilot is available for duty
at his new job and/or base. The following exceptions apply to the six
(6) month rule:

a. A Pilot is being promoted from VFR to SIC, VFR to PIC, or SIC to
PIC.

b. Once every two (2) calendar years, a Pilot may request and shall
be granted an exemption from the six (6) month rule.

Section 5. During the time necessary to select and/or train the Pilot who is
to regularly fill a new job or crew position, the Company may fill
the vacancy on a temporary basis.

Section 6. If the Company hires a Pilot with less than fifteen hundred
(1,500) hours of total helicopter time and places him in an IFR SIC
position in order to build time, he will be paid at the VFR pay
scale. Upon reaching fifteen hundred (1,500) hours total helicopter
time, he will be removed from the IFR SIC slot and that slot will be
opened to seniority bidding.

Section 7. The Company may elect, based on operational needs, to withhold a
Pilot who has successfully bid for a vacancy from entering training
for a period not to exceed ninety (90) days unless mutually agreed
otherwise by the Company and the Pilot.

a. If a Pilot is withheld, he will be compensated at the base
salary he would have been entitled to if he had completed
training and the higher base

salary will commence when he was
originally scheduled to enter training.

II. TEMPORARY VACANCIES

Section 1. Temporary vacancies are positions created to fill needs for ninety
(90) consecutive days or less.

Section 2. Temporary vacancies shall be filled by offering the positions to
pool Pilots in seniority order. If no pool Pilot accepts the opening,
the job will be assigned to a pool Pilot in reverse seniority order.
If there are no pool Pilots, the Company shall assign a Workover. If
no Workover Pilots are available, the Company shall assign the job in
reverse seniority order.

Section 3. Pilots assigned to temporary vacancies shall be returned to their
former position, if it still exists, upon completion of the temporary
assignment.

Section 4. A Pilot assigned to a temporary vacancy with a higher salary than
his current salary will receive such pay for the duration of the
temporary assignment.

Section 5. A Pilot assigned to a temporary vacancy pursuant to Section II, 3
will be pay protected in accordance with the provisions of this
Article.

III. GENERAL

Section 1. A Pilot will not be considered qualified for an IFR PIC job unless
he has completed six (6) months as an IFR SIC with Air Logistics, is
recommended by an IFR Line Captain, and successfully completes an IFR
flight check by a Check Airman.

ARTICLE 9

CATEGORIES OF AIRCRAFT

Section 1. For the purpose of this Agreement, aircraft shall be divided into
three (3) categories as follows:

a. Single/Light Twin: Any single or multi-engine aircraft designed
to carry eight (8) passengers or less.

b. Medium Aircraft: Any aircraft designed to carry nine (9)
passengers or more; and having a maximum gross weight of less
than twelve thousand five hundred (12,500) pounds.

c. Large Aircraft: Any aircraft with a gross weight of
twelve thousand five hundred (12,500) pounds or
greater.

Section 2. For the purpose of this Agreement, "Upgrade" shall be defined as
any one or more of the following:

a. Moving into a larger category of aircraft as per Section 1.

b. Moving from a SIC seat to a PIC seat on crew-served aircraft.

c. Any aircraft or job assignment requiring a formal training
school.

d. Any change in aircraft or job assignment that involves an
increase in pay.

Section 3. When it becomes necessary to upgrade Pilots, seniority shall be
given full consideration. All upgrades will be offered on a bid basis
in accordance with Article 8 of this Agreement.

Section 4. A VFR medium twin (i.e., 212 or 412) job which is sold to the
customer as "limited by waiver to nine (9) or less passengers" and is
subject to increased passenger load at customer request will be
considered an IFR contract for purposes of the Pilot pay scale.

ARTICLE 10

SCHEDULES OF SERVICE

Section 1. Pilots will work one of the following schedules as determined by
the needs of service provided it is consistent with applicable FARs:

x.Xxxxx (7) consecutive duty days, followed by seven (7) consecutive
days of rest.

b.Five (5) consecutive duty days, followed by two (2) consecutive
days of rest.

c.Four (4) consecutive duty days, followed by three (3) consecutive
days of rest.

d.Alternate fourteen (14) scheduled duty days on, followed by
fourteen (14) consecutive days off duty can be worked provided the
Company, Pilots and customers are agreeable, and the applicable
FARs are followed.

Section 2. Any work schedules not provided for in this Article must be
discussed with the Union prior to implementing any changes.

Section 3. The schedule in Section 1(a) of this Article shall be considered
standard. Any other schedule shall be considered non-standard.
Nonstandard schedules shall be filled on a voluntary basis. The
Company reserves the right to fill the nonstandard job that is not
bid by hiring for the position. It is not the intention of the
Company to use this Article to dramatically change schedules from the
standard schedule.

Section 4. Break-days shall not be changed without five (5) calendar days
notice, unless caused by operational necessity.

Section 5. This Agreement requires that Pilots not engage in business
activities that are in competition with the Company and flying
activities that interfere with their service to the Company,
provided, however, that this provision shall not be construed to
prohibit Pilots from affiliating with the Armed Forces of the United
States.

ARTICLE 11

LEAVES OF ABSENCE

I. PERSONAL LEAVE OF ABSENCE

Section 1. A Pilot who has accrued sixty (60) days of continuous active
service with the Company shall be eligible for an unpaid personal
leave of absence.

Section 2. No Pilot may begin a personal leave of absence without written
permission from the Company. The written application submitted to the
Company must specify the reasons for such leave. Requests for
personal leave and mutually agreed upon start and end dates shall be
in writing.

Section 3. Personal leaves shall not normally exceed sixty (60) days in
duration. Such leaves may be extended for additional periods, if
approved by the Company. Once a personal leave has been awarded, it
may only be cancelled prior to the end date by mutual agreement
between the Company and the Pilot.

Section 4. A Pilot who is granted a personal leave of absence to fly in the
service of the international operation shall continue to accrue his
Company Seniority, but shall only retain his Bidding Seniority.

a.A Pilot returning from such leave will not be permitted to bump
another Pilot from his job assignment. If no job assignment exists,
he will serve as a pool Pilot until a job assignment becomes
available for which he may bid.

II. UNION LEAVE OF ABSENCE

Section 1. A Pilot who accepts a temporary position with the Union (less than
three (3) months) will be permitted to return to his original
position upon release from such temporary assignment. Time under this
paragraph will be extended if requested by the Union and agreed to by
the Company up to a maximum of six (6) months.

Section 2. When requested by the Union, a Pilot who is elected or appointed
to a full-time position with the Union shall be granted an indefinite
leave of absence. A Pilot leaving full-time service of the Union, for
any reason, must return to duty within thirty (30) days or
voluntarily forfeit all seniority rights.

Section 3. A Pilot on a Union Leave of Absence shall continue to retain and
accrue Bidding and Company Seniority for the duration of the leave.

III. FAMILY AND MEDICAL LEAVE OF ABSENCE

Section 1. Eligible Pilots shall be granted a leave specified under federal
or state law provisions of the Family and Medical Leave Act (FMLA).
All leaves granted by the Company which would qualify as FMLA will
run concurrently with the employee's FMLA entitlement.

a. Refer to the Company Administrative Procedures Manual for
specific rules and regulations with respect to the
administration of FMLA.

Section 2. Pilots on FMLA shall retain and accrue Company and Bidding
Seniority and shall receive all benefits as provided for by the FMLA
or applicable state statute.

Section 3. A Pilot on a medical leave of absence due to a serious
nonoccupational health condition of the Pilot, who does not return to
work during the twelve (12) week period provided for under the FMLA,
shall be granted an additional medical leave for the duration of the
illness or injury, not to exceed twenty-seven (27) months or the
length of his employment, whichever is less. During such leave, a
Pilot shall retain and accrue Company and Bidding Seniority and shall
be eligible for benefits pursuant to Section 5 below.

Section 4. As provided for in the FMLA, regular accrued XXXX and VSTO must be
taken during a FMLA leave of absence.

Section 5. Pilots shall retain insurance coverage, provided the premiums are
paid for at the applicable employee contribution costs for a period
not to exceed six (6) months. Once the six (6) month period has been
exhausted, the Pilot will be eligible for medical insurance under
COBRA for the applicable period of time.

Section 6. The Company will require a Pilot who requests a medical leave to
present a report to the Company from his physician that sufficiently
certifies his medical condition.

Section 7. Prior to returning to duty from medical leave, a Pilot will be
required to present a physician's statement to the Company verifying
that he is medically fit to perform all Pilot duties. In the event
there is a dispute concerning the Pilot's fitness for duty, the
procedures in Article 16 shall be utilized to resolve the dispute.

Section 8. A Pilot may choose to utilize either his disability benefits or
XXXX while on medical leave, however, he may not use both at the same
time. Once a Pilot begins to receive disability benefits or requests
and is granted an unpaid medical leave, he cannot use any additional
XXXX until he returns to active duty.

Section 9. Pilots on an approved medical leave of absence shall have the
option of applying for a temporary "light duty" position, if any are
available, provided the Pilot meets the skill level for the position
and his personal physician certifies that he is able to perform the
job. The duration of the job is at the Company's discretion and his
performance must be acceptable to the Company. Compensation for light
duty will be at the Pilot's regular base rate of pay.

IV. MILITARY LEAVE OF ABSENCE

Section 1. Military leaves of absence and reemployment rights upon return
from such leave shall be granted in accordance with applicable local,
state, or federal law.

Section 2. All orders for military duty, including National Guard and Reserve
duty, shall be provided in writing to the Director of Operations,
within four (4) calendar days of receiving the orders. If the orders
are not provided in advance of the duty, the request for Guard or
Reserve duty may be denied. Time off for optional training and/or
course work must be approved in advance by the Director of
Operations.

Section 3. A Pilot on a military leave shall retain and accrue Company and
Bidding Seniority.

V. GENERAL

Section 1. Except as provided for in this Agreement, during any nonmedical
leave of absence, a Pilot will retain and accrue Bidding Seniority,
but will accrue Company Seniority for purposes of pay, VSTO and XXXX
for up to the first thirty (30) days of such leave. Unused or banked
XXXX cannot be used for leaves, except for FMLA leave. Earned VSTO
for the year will be paid out to the Pilot at the commencement of his
leave of absence.

Section 2. In the event of a layoff, a Pilot on a leave of absence who would
otherwise be laid off will have his leave of absence cancelled. A
Pilot will be notified that his rights under the Agreement have been
changed to those of a furloughed Pilot.

Section 3. Except as otherwise provided for in this Agreement, a Pilot
returning from a leave of absence will be restored to his former
position if the position still exists or he will be placed in any
other position where his seniority permits. Being restored to his
former position means his job at the time of his leave of absence,
his seat, aircraft type and job number.

a. Any Pilot returning from a leave of absence who requires
training prior to returning to flying will be scheduled for
required training as soon as possible at the discretion of the
Company, not to exceed one (1) week. Pay shall resume when a
Pilot commences training and shall be based on the position he
is training for.

Section 4. All leaves of absences granted shall specify a date on which the
Pilot will return to duty unless mutually agreed otherwise or by
operation of law.

Section 5. All leaves of absence shall be without pay, unless otherwise
specified in the Agreement.

Section 6. Unless otherwise specified in the Agreement, insurance coverage
for a leave of absence will terminate at the end of the month in
which the leave commences. After this date, an employee may elect to
pay an amount equal to the group insurance premiums paid by the
Company.

Section 7. Failure of a Pilot to return to active status at the end of any
leave of absence shall be deemed a voluntary resignation from the
Company and his name will be removed from the seniority list.

Section 8. Any Pilot on a personal leave who enters the services of another
employer or who enters into a competing business of his own without
first obtaining written permission from the Company will voluntarily
forfeit his seniority rights with the Company.

Section 9. A Pilot who is granted a leave of absence during his probationary
period shall have his probationary period extended accordingly.

Section 10. A Pilot on a leave of absence will keep the Company informed of
his current address and telephone number.

Section 11. All requests for leaves of absences must be submitted in writing
through the Pilot's immediate supervisor for approval. Final approval
shall be obtained through the Director of Operations.

ARTICLE 12

PAID DAYS OFF AND BANKED DAYS

There will be two types of Banks: a Vacation and Scheduled Time Off
Bank (VSTO) and a Sick Time/Unscheduled Time Off (XXXX) Bank. These
two banks are used to give a Pilot more flexibility and control for
his paid time off.

Section 1: VACATION AND SCHEDULED TIME OFF

The number of VSTO days earned each year is dependent on a Pilot's
years of active service with the Company.

Completed Years of Calendar
Active Year Accrual Monthly
Service As A Pilot Accrual
---------------------- ------------ -----------
1 Year through 9 Years 14 Days 1.167 days
10 Years through 20 21 Days 1.75 days
Years
21 Years and More 28 Days 2.33 days

Pilots working a five (5) on, two (2) off schedule will have three
(3) days added to each of the above blocks. Pilots working a four (4)
on, three (3) off schedule will have one (1) day added to each block.
Monthly accruals shall be adjusted to account for the additional
days.

X.Xx order to accrue VSTO days, a Pilot must be an active employee
on the payroll for at least fifteen (15) days in a month.

1. New hire Pilots will accrue VSTOs in a month only if they are on
the payroll prior to the fifteenth (15th) of the month.

2. New hire Pilots are not eligible to take scheduled or
unscheduled days during their probationary period. The Company
shall place three (3) days into a Pilot's Sick Time/Unscheduled
Time Off Bank upon the successful completion of his probationary
period. At the end of his first year of employment, an
additional four (4) days shall be placed in his bank.

B.VSTO is to be used for scheduled time off. A Pilot may request up
to seven (7) day-at-a-time (DAT) VSTOs per year. Approval of the
seven (7) days is based on operational needs. The request must be
submitted to the Base Manager prior to the end of a hitch for use
in the next hitch. DAT will be granted on a first-come, first-serve
basis.

C.A Pilot may use his current year's allotment of VSTO days in
advance of time earned, but if a Pilot leaves the Company or is
terminated before it is earned, any such time will be deducted from
his final paycheck. VSTO days from the next year's VSTO allotment
may not be advanced to a Pilot for use in the current year.

D.A Pilot may bid all or part of his VSTO accrual as full weeks of
vacation. Full week VSTO days are awarded based on Bidding
Seniority. The number of Pilots permitted time off at any one time
may be limited due to operational needs.

1. Full week requests must be made at least sixty (60) days in
advance. Approvals will be given to Pilots no less than thirty
(30) days prior to the start of the vacation period.

2. A Pilot has the option of being paid for up to one-third of his
unused VSTO days at the end of each year. These unused days will
be paid out at eighty (80) percent of a Pilot's applicable daily
rate. All remaining unused days may be placed in the XXXX bank.
The election must be made in writing to the Company no later
than the last business day in the first quarter in the year of
accrual.

3. In the event a Pilot voluntarily leaves the Company, he will be
paid for his accrued VSTO days provided he has given the Company
two weeks notice of his departure.

4. Upon normal retirement from the Company (defined as reaching age
62) or when declared medically retired by the Company, a Pilot
will be paid his accrued vacation and fifty (50) percent of his
XXXX bank.

x.Xx the event VSTO days are canceled due to operational
necessity, the Company shall notify the affected Pilot.
Cancellations shall first be offered to volunteers in
seniority order. If an insufficient number of Pilots
voluntarily accept cancellation, remaining cancellations shall
be involuntarily cancelled and assigned in inverse seniority
order. If a vacation is involuntarily cancelled by the
Company, the Pilot shall be paid one hundred and fifty (150)
percent of his base pay.

b.When a full week's VSTO is canceled, the Pilot and the
Company shall attempt to find a mutually agreeable substitute
block during the current year. In the event a mutual agreement
is not reached, the Pilot may elect to receive compensation in
lieu of vacation. A Pilot who has been offered and has
accepted a vacation cancellation shall receive his regular
compensation. A Pilot whose vacation has been

involuntarily cancelled shall receive the one hundred and
fifty (150) percent compensation referred to in Section
1(D.4.a.) of this Article.

x.Xx the event the Company cancels a Pilot's full week VSTO for
operational needs, all non-refundable vacation deposits which
the Pilot, with the assistance of the Company, is unable to
recover shall be reimbursed to the Pilot. In order to receive
reimbursement, the Pilot shall provide the Company with proof
of the deposit.

Section 2: SICK TIME/UNSCHEDULED TIME OFF (XXXX)

A.Sick Time/Unscheduled Time Off (XXXX) Days are to be used for
unscheduled absences including personal illness and injury off the
job.

B.Pilots must have at least seven (7) days in the XXXX bank at the
beginning of each calendar year prior to bidding VSTO for that
calendar year. Pilots who have less than seven (7) days in the XXXX
bank are required to set aside the appropriate number of VSTOs to
satisfy the XXXX bank minimum.

Section 3: GENERAL

A.All VSTO and XXXX days are paid at a Pilot's applicable daily
rate, except as provided for elsewhere in this Article.

B. Unscheduled absences are taken in the following order:

1. A maximum of seven (7) days can be taken as unscheduled time off
in a calendar year from the XXXX Bank.

2. Unscheduled absences due to personal illness or injury off the
job will also be taken from the XXXX Bank.

3. Once the XXXX Bank is exhausted a Pilot may use his remaining
unused VSTO days.

4. Unbid accrued VSTO days must be used for any additional
unscheduled absences.

5. A Pilot may not take an unpaid day off unless all valid accrued
VSTOs and SUTOs days have been exhausted.

C.Use of VSTO and XXXX on an FML shall be required pursuant to
Article 11, III, Section 4 of the Agreement. Use of VSTO days for
other leaves of absence will be pursuant to Article 11, V, Section
1 of the Agreement.

D.Pilots and the Union share in the responsibility for preventing
unnecessary absences and shall assist the Company in its efforts to
minimize any abuse of excessive absenteeism.

1. A Pilot who cannot perform his duties due to a non occupational
injury or illness shall immediately report such absence and the
reason for it to his immediate supervisor. A Pilot shall
personally contact his supervisor on a daily basis during his
scheduled work hitch unless physically unable to do so and shall
advise the supervisor of his expected date of return and a
telephone number where he can be reached during his absence.

2. Upon reasonable suspicion of misuse of such leave, the Company
reserves the right to require a physician's certificate or an
examination by a Company-designated physician. To the extent any
Company-requested examination is not covered by insurance, it
shall be paid for by the Company provided the Pilot submits
receipts for reimbursement in a timely manner.

ARTICLE 13

ON-THE-JOB INJURY (OJI) LEAVE

Section 1. Pilots are eligible for worker's compensation benefits with
respect to injuries or illnesses arising out of and in the course of
employment with the Company.

Section 2. VSTO and XXXX days will not be charged to a Pilot who is injured
on the job.

Section 3. A Pilot must report the occurrence of an OJI to his supervisor
immediately.

Section 4. A Pilot injured on the job will receive his worker's compensation
benefit in accordance with applicable state law. During the statutory
waiting period, an injured Pilot will receive his base pay.

Section 5. All insurance benefits shall continue to be available to a Pilot
on the same basis as an active employee for a maximum of twelve (12)
months, provided the Pilot continues to pay his portion of the
insurance premium. Once the twelve (12) month period has been
exhausted, the Pilot shall be eligible for medical insurance under
COBRA for the applicable period of time.

Section 6. The Company may require an injured Pilot to submit to a physical
examination in accordance with the provisions of Article 16.

Section 7. Prior to returning to duty from an OJI Leave, a Pilot shall be
required to present a physician's statement to the Company verifying
that he is medically fit to perform all Pilot duties. In the event
there is a dispute concerning the Pilot's fitness for duty, the
procedures of Article 16 shall be utilized to resolve the dispute.
Upon return from an OJI Leave, a Pilot shall be returned to his
former position if the position still exists, or to any other
position where his seniority permits.

Section 8. When a Pilot covered by this Agreement suffers a job-related
injury, the Company shall inform the Pilot of his rights under the
applicable state's Worker's Compensation statute and the
Longshoreman's Act, if applicable.

Section 9. During an OJI Leave, the Company may offer, and a Pilot may accept
light duty, provided it is consistent with his medical restrictions.
During a light duty assignment, the Pilot shall be compensated at his
applicable base pay.

Section 10. Worker's Compensation benefits made by the Company shall be
reduced (as allowed by applicable Worker's Compensation statutes) to
the extent the Pilot receives income from other sources. These shall
include, but not be limited to,

such other outside income as social
security benefits and/or outside employment.

Section 11. If a Pilot sustains an on-the-job-injury while at work away from
his base station, the Company shall provide transportation to return
the Pilot to his base station. If a Pilot sustains an
on-the-job-injury requiring medical attention, the Company shall
provide the Pilot transportation to the extent necessary to obtain
medical attention.

ARTICLE 14

BEREAVEMENT LEAVE

Section 1. The Company shall grant a bereavement leave commensurate with each
individual for the death of a member of the Pilot's immediate family.
Pilots on bereavement leave shall be paid for each duty day missed,
up to a maximum of seven (7) days. Pilots may use accrued VSTO and/or
XXXX days to be paid beyond the seven (7) paid duty days. Pilots
shall inform the Company which bank(s) they intend to utilize in
order to be paid beyond the seven (7) paid duty days.

Section 2. For the purposes of this Article, a Pilot's immediate family shall
include his mother, father or legal guardians, spouse, children,
brother, sister, grandparents, mother-in-law and father-in-law.

Section 3. The Gulf Coast Manager, at his sole discretion, may extend the
duration of a bereavement leave or grant bereavement leave for
persons other than the Pilot's immediate family.

Section 4. Funeral leave is not compensable when the Pilot is on days off,
leave of absence, VSTO/XXXX, layoff, or suspension.

Section 5. The Company will accept any method of reasonable proof of death
and funeral. This will include a newspaper clipping, copy of death
certificate, etc.

ARTICLE 15

JURY DUTY

Section 1. When a Pilot is called for Jury Duty, he is required to present
proof in the form of a court summons or subpoena for jury duty to his
supervisor as soon as possible.

Section 2. A Pilot serving on Jury Duty shall receive his regular pay. The
day or days for which a Pilot will receive pay for Jury Duty must
fall within the Pilot's regularly assigned workweek (the day or days
the Pilot normally works). Paid Jury Duty will be limited to a
maximum of five (5) duty days in a twelve (12) month period. Any
monies received by a Pilot from the court for Jury Duty shall be
signed over to the Company.

Section 3. Jury pay is not applicable when a Pilot is on suspension, leave of
absence, VSTO/XXXX, layoff or day(s) off.

Section 4. In the event a Pilot is released from Jury Duty on a duty day, he
shall be required to return to his base provided the court is located
within reasonable proximity to the base and he has at least six (6)
hours remaining in his duty day.

ARTICLE 16

FEES AND PHYSICAL EXAMINATIONS

Section 1. Should the Company require any Pilot to be bonded in the
performance of his duties, the premium involved shall be paid by the
Company.

Section 2. In the event identification badges or cards are required, the
Company shall provide identification badges or cards at no cost to
the Pilot. In the event the I.D. badge or card is lost or misplaced
by the Pilot, he shall be charged for the total cost of a replacement
badge or card and shall be required to secure such badge or card on
one of his days off.

Section 3. Pilots shall maintain a rotorcraft Helicopter Commercial License
(RCHCL) with an Instrument Rating at his expense.

Section 4.
x.Xx shall be the responsibility of each Pilot to pay for and arrange
his regular medical examinations by a qualified aeromedical
examiner of the Pilot's choice, as required by the Federal Aviation
Regulations. Examinations will be scheduled while the Pilot is
off-duty.

b.Any additional physical exams and/or tests required by the Company
or a customer beyond those required as provided for in Section 5(a)
of this Article shall be paid for by the Company.

Section 5.

a. When the Company believes that there are grounds to question a
Pilot's physical or mental condition to remain on flight status,
the Company may require that such Pilot be examined by a medical
examiner designated by the Company.

b. Any medical examination or tests required by the Company
pursuant to Section 5(a) of this Article shall be paid for by
the Company. Payment shall be made by the Company directly to
the medical examiner and/or test facility conducting such
examination or tests.

c. A Pilot will be provided a copy of the Company physician's
report. This report will state specifically if the Pilot is able
to perform his duties.

d. A Pilot who fails to pass a Company physical examination may
have a review of the case. Such review will proceed in the
following manner:

1.Within fifteen (15) calendar days of the date the Pilot is
presented the report of the Company physician, the Pilot may
employ a qualified medical examiner of his own choosing and at
his own expense for the purpose of conducting a physical
examination for the same medical purpose as the examination
made by the Company's medical examiner.

2.A copy of the findings of the qualified medical examiner
chosen by the Pilot shall be submitted to the Company within
seven (7) business days of receipt by the Pilot, and will
state if he is able to perform Pilots' duties. In the event
that such findings verify the findings of the medical examiner
employed by the Company, no further medical review of the case
shall be afforded.

0.Xx the event that the findings of the medical examiner chosen
by the Pilot disagree with the findings of the medical
examiner employed by the Company, the Company will, at the
written request of the Pilot, ask the two (2) medical
examiners to agree upon and appoint a third qualified and
impartial medical examiner who is a specialist in the area of
the Pilot's alleged disability, for the purpose of making a
further medical examination of the Pilot. In the event the
Pilot fails to submit a written request, within fifteen (15)
calendar days after the findings, the results of the original
Company examination shall govern.

4.The decision of the impartial physician, who has been agreed
upon by the Company physician and the Pilot's physician, shall
be final and binding on all parties.

5.The expense of employing the impartial medical examiner shall
be borne equally by the Company and the Pilot. Copies of the
medical examiner's report shall be furnished to the Company
and to the Pilot.

e. When a Pilot is removed from flight status by the
Company as a result of failure to pass the Company's
physical examination, and appeals such action under
the provisions of this Section, he shall, if
subsequently found by the impartial examiner to have
been fit to perform the work at the time of removal,
be reimbursed at his regular rate of pay and medical
expenses.

ARTICLE 17

TRAINING

I. RECURRENT TRAINING

Section 1. The Company will attempt to schedule recurrent training on days
off to minimize disruption to the operation. The Company will make
reasonable efforts to schedule training immediately before or
immediately after a Pilot's hitch. If recurrent training cannot be
scheduled immediately before or after his hitch, the Company shall
provide the Pilot with housing and per diem during the day(s) off
between his training and his hitch. Pay for recurrent training will
be in accordance with Article 21 of this Agreement.

Section 2. In the event a Pilot is unable to attend training on the day(s)
assigned, he will notify the Manager of Gulf Coast Operations as far
in advance as possible. The Manager will work with the Pilot to
arrange for alternative training dates. However, if there are no
mutually agreeable dates available, the Pilot will remain obligated
to conduct the training on the original dates assigned by the
Company.

Section 3. Each month, the Company will publish a list of recurrent training.
At the beginning of each year, the Company will also publish a list
of scheduled recurrent training classes for the year along with a
list of Pilots assigned to such training. It will be the
responsibility of the Pilot to know the dates for his scheduled
recurrent training class and whether a Pilot's recurrent training has
been rescheduled due to a change in assignments.

II. UPGRADE TRAINING

Section 1. The Company will attempt to schedule upgrade training on days off
to minimize disruption to the operation. The Company will make
reasonable efforts to schedule training immediately before or
immediately after a Pilot's hitch. If upgrade training cannot be
scheduled immediately before or after his hitch, the Company shall
provide the Pilot with housing and per diem during the day(s) off
between his training and his hitch. Pay while in upgrade will be in
accordance with Article 21 of this Agreement. A Pilot's base salary
will not increase until he has successfully completed all training
and reports for duty for the first scheduled revenue flight in the
upgraded aircraft.

III. SPECIAL TRAINING AND NEW HIRE TRAINING

Section 1. The Company will attempt to assign any nonrecurrent special
training on a Pilot's day off to minimize disruption to the
operation. The Company will make reasonable efforts to schedule
training immediately before or immediately after a Pilot's hitch. If
special training cannot be scheduled immediately before or after his
hitch, the Company shall provide the Pilot with housing and per diem
during the day(s) off between his training and his hitch. (This
preceding sentence is not applicable for new hire training.) Pay for
special assignment training will be in accordance with Article 21 of
this Agreement.

Section 2. Training pay of new hire Pilots will be determined by the Company
and may be modified from time-to-time based on market conditions. In
no event shall Pay for new hire Pilots exceed the base salary for
Pilots in their first year of service. First year pay commences after
a Pilot has successfully completed all new hire training.

IV. TRAINING FAILURES

Section 1. It is recognized that not all Pilots reach the required level of
proficiency in the same amount of time. Therefore, when it becomes
apparent to the Company that a Pilot will require time in excess of
that usually required to reach proficiency, the Company Training
Department will, in consultation with the Pilot, determine the cause
of his inability to reach the required proficiency level and
establish a plan for correcting the problem. In the event a Pilot
fails to demonstrate the required degree of proficiency after
completion of the individual training plan, he will be handled in
accordance with the provisions outlined below.

a. Recurrent Training

1. A Pilot who fails any portion of recurrent training (written
exam, oral exam, flight check) will be removed from line duty
without pay for up to seven (7) days, commencing with the first
day of his next scheduled hitch, or until he has commenced
retraining and has been successfully retested by the Company.

2. A Pilot who fails his oral exam or flight check may request a
change in instructor or additional training prior to his retest.

3. If the Pilot fails the retest, his status with the Company will be
reviewed.

b. Upgrade/Transition Training

1. A Pilot who fails any portion of his upgrade/transition training
after a retest (written, oral or flight check) will have the
training discontinued. The Pilot will be returned to his
previously flown aircraft if the aircraft is still being flown
by the Company, or any other available aircraft for which he is
qualified.

2. A Pilot who fails his oral exam or flight check may request a
change in instructor or additional training prior to his retest.

3. A Pilot who fails upgrade/transition training will
not be permitted to upgrade in that aircraft for a
period of six (6) months following his training
failure. A Pilot who fails upgrade/transition
training a second time will not be permitted to
upgrade for a period of twelve (12) months following
his training failure. It is understood and agreed
that the Company has the right to conduct a line
check following any training failure.

c. Flight Check/ Progress Ride

1. When a Pilot fails a flight check given as a result of an
aircraft incident or an observed departure from normal flight
procedures, his status with the Company will be reviewed.

2. If an oral exam is necessary and the Pilot fails a retest, his
status with the Company will also be reviewed.

d. Initial Training (New Hire)

1. A Pilot who fails any portion of his new hire training will be
subject to termination by the Company.

ARTICLE 18

FACILITIES, EQUIPMENT AND UNIFORMS

Section 1. The Company shall provide Pilots with clean and comfortable rooms
near its operating bases. For the purpose of this Agreement, clean
and comfortable rooms may be either apartment units, motels or mobile
homes. These rooms will be provided under the following
circumstances:

a. When a Pilot engages in a Workover at an unassigned
base;

b. When a Pilot does not work within reasonable proximity of his
home regardless of whether he is on regular hitch or Workover;
or

c. When travel back to his home would prevent a Pilot from
receiving minimum rest in accordance with FARs.

All new mobile homes purchased by the Company will be limited to a
maximum of five (5) bedrooms. Existing mobile homes that have six (6)
bedrooms may continue to be used. However, if any Pilot in a six (6)
bedroom mobile home objects to such sleeping accommodations, the
Company will place one (1) of those Pilots into a nearby apartment
unit, motel, or another mobile home when available. No Pilot will be
asked to share his sleeping room with another. Normal furnishings
will be provided, include air-conditioning, furniture, television,
stove and/or microwave oven, and cooking and eating utensils. If not
provided in the mobile homes, washers and dryers shall be provided
near the operating bases.

Section 2. Company-provided accommodations will be cleaned at Company expense
at least once a week. It will be the responsibility of each Pilot
housed in Company-provided accommodations to treat all furnishings
and appliances with care.

Section 3. When Company-provided rooms are filled to capacity, or otherwise
not available, the Company shall provide individual motel
accommodations, when available, including transportation to and from
such facility for non-domiciled Pilots.

Section 4. The Union shall appoint a Crew Accommodations Committee to work
jointly with the Company to periodically review Company-provided
accommodations for comfort and cleanliness. In addition, the
Committee shall make recommendations to the Company for ways to
improve crew accommodations.

Section 5. The Company shall furnish its Pilots with all necessary equipment
to perform their duties. This equipment shall not include headsets or
computers, but shall include Switlik vest style PFDs. The Company
will meet with the Union to determine an appropriate timetable for
replacement of existing PFDs with the Switlik PFDs.

Section 6. Pilots are responsible for all equipment assigned to them, and if
they lose equipment, or damage equipment through negligence, the
Pilot will be required to reimburse the Company for the cost of the
replacement. Company-provided equipment that becomes inoperative as a
result of normal wear and tear shall be repaired or replaced by the
Company.

Section 7. Pilots will be issued a set of seven (7) uniforms and a jacket
upon hire. Should a Pilot uniform show exceptional wear and tear
during a one (1) year period, the Pilot should consult with his
supervisor for replacement items. Upon request and subject to
approval by the Company, Pilots shall be entitled to four (4)
replacement items per year.

Section 8. The Company will pay to each Pilot each year, beginning thirty
(30) days after the date of signing this Agreement, an equipment
allowance of two hundred dollars ($200.00).

Section 9. The Company shall have the right to determine reasonable grooming
standards for Pilots. Such standards will be published and
distributed to all Pilots.

ARTICLE 19

SEVERANCE PAY

Section 1. A Pilot who is laid off shall receive severance pay based on the
total amount of Company Seniority under this Agreement unless one or
more of the following conditions exist:

a. He exercises his seniority in order to remain in the employ of
the company.

b. He accepts any other employment with the Company or refuses to
accept a job or assignment within his category as "Pilot" in the
Company.

c. The layoff is caused by circumstances beyond the
control of the Company. Examples of this would
include a war or foreign invasion, an act of
God/natural disaster, an official state of
emergency, a strike affecting the Company's
business, a work stoppage, a government grounding of
aircraft, or the revocation of operating
certificate(s).

d. He is dismissed for just cause, resigns or retires.

Section 2. The amount of severance pay due to a Pilot under this Article
shall be based on the Pilot's Company Seniority with the Company and
shall be computed on the basis of the Pilot's regular base pay at the
time of layoff as follows:

Completed Years of Service Severance Allowance
------------------------------- -------------------
1 year but less than 4 years 2 weeks
4 years but less than 8 years 4 weeks
8 years but less than 12 years 6 weeks
12 years but less than 16 years 8 weeks
16 years or more 10 weeks

Section 3. Severance pay shall be paid on the dates of his regular pay
periods. At Pilot option, he may elect to receive his severance pay
in a lump sum.

Section 4. Severance pay shall continue until all severance pay has been
paid. However, if a Pilot is recalled, severance pay shall stop on
the effective date of recall.

Section 5. The Company may offer voluntary leaves of absence to offset
scheduled furloughs.

Section 6. The Company may offer voluntary furloughs to Pilots flying a
specific aircraft and/or seat to offset scheduled involuntary
furloughs. Volunteers shall be entitled to all of the provisions of
this Article, except that severance pay will be calculated based on
the position of the most junior Pilot scheduled for involuntary
furlough. Return to active status shall occur only as a result of the
normal recall process.

Section 7. Medical, dental and life insurance for laid off Pilots and their
eligible dependents will continue on the same basis as active Pilots
until all severance pay has been paid.

ARTICLE 20

MOVING EXPENSE

Section 1. The Company shall provide a paid move to a Pilot who is required
to move by the Company as a result of the opening of a new base(s)
that is not part of the Gulf Coast operations, provided that the
Pilot moves within fifty (50) miles of his new base. In addition, a
move will only be paid if it results in the Company not having to
provide the Pilot with Company-provided accommodations at his new
base.

Section 2. In order to receive a Company-paid move, Pilots must complete such
move within twelve (12) months from the date of notice and shall be
entitled to the following reimbursement upon presentation of
reasonable documentation.

a. Actual moving expense for normal household effects including
normal packing charges up to a maximum of twelve thousand
(12,000) pounds. Not included in the move are the transportation
of pets/animals, boats, automobiles, motorcycles, heavy shop or
hobby equipment.

Section 3. Pilots shall be allowed the following enroute expenses when
properly substantiated by receipts during the period of enroute
travel:

a. For Pilot only - $30.00/day

b. For Pilot and Spouse - $60.00/day

c. For each dependent child - $15.00/day

The period of enroute travel shall continue after arrival until the
day the household effects arrive or until the end of the fifth day,
whichever comes first.

Section 4. For the purpose of determining necessary travel time, the Company
will allow one (1) travel day for each five hundred (500) miles or
fraction thereof, to a maximum of three (3) travel days when driving
a vehicle. The Pilot is expected to move during his days off and be
prepared to work on his regular hitch. Travel time will be determined
by the most direct AAA mileage between the two (2) cities.

Section 5. In addition to moving expenses, one (1) vehicle per family may be
driven to the new location and the Pilot will be reimbursed at the
rate established by the IRS. It is agreed by the parties that as of
the date of signing of this Agreement, the

mileage rate will be thirty-one (31) cents per mile by the most
direct AAA highway mileage. No expenses will be paid for a second
vehicle.

Section 6. To be eligible to obtain reimbursement from the Company, a Pilot
must meet the requirements of Section 1 of this Article and have:

a. completed his probationary period,

b. provided the Company with at least thirty (30) days advance
notice of the move,

c. not have had another Company-paid move in the preceding
twenty-four (24) months, and

d. use a Company contracted mover, if required to do so by the
Company.

Section 7. Pilots who voluntarily leave the Company within twenty-four (24)
months of a paid move will be required to reimburse the Company for
all moving expenses provided under this Article.

Section 8. Pilots eligible for reimbursement of moving expenses electing to
move themselves shall be reimbursed for actual moving expenses such
as truck rental, gas, oil, drop-off, and other Company-approved
expenses. Pilots must notify the Company in advance of a move,
receive prior Company approval, and follow the specified procedures
per Company policy in order to be reimbursed.

a. The actual expenses reimbursed cannot exceed the total estimated
cost of a Company-coordinated move.

b. If the actual move by the employee is less than the lowest
estimate for a Company-coordinated move, one half of the
difference will be paid to the employee. Total reimbursement
shall not exceed the reimbursement for which the employee is
eligible pursuant to Sections 2, 3 & 5 of this Article.

ARTICLE 21

BASE PAY

Section 1. A Pilot on the seniority roster shall be paid the following salary
in accordance with his Company seniority as a Pilot with the Company.
Rates are shown in Appendix "A."

Section 2. A Pilot in recurrent, upgrade, or special training shall be paid
seventy (70) percent of his applicable base pay for all days spent in
training.

ARTICLE 22

SUPPLEMENTAL PAY

Section 1. CHECK AIRMAN. In addition to their base pay, Company-designated
Check Airmen shall receive an override of five hundred dollars
($500.00) per month. The monthly override shall be prorated if the
Check Airman serves in that capacity for a portion of the month.

Section 2. FIELD CHECK AIRMAN. In addition to their base pay,
Company-designated Field Check Airmen shall receive an override of
two hundred dollars ($200.00) per month. The monthly override shall
be prorated if the Field Check Airmen serves in that capacity for a
portion of the month.

Section 3. PILOT MECHANIC. In addition to their base pay, Company-designated
Pilot/Mechanics shall receive an override of five hundred dollars
($500.00) per month. The monthly override shall be paid only when the
Pilot is called upon to perform such work and shall be prorated based
on the number of days actually working in that function.

Section 4. LEAD PILOT. In addition to their base pay, Company-designated Lead
Pilots shall receive an override of three hundred dollars ($300) per
month. The monthly override shall be prorated if the Lead Pilot
serves in that capacity for a portion of the month.

Section 5. WORKOVERS. A Workover shall be paid at one and one-half
(1.5) times a Pilot's applicable daily rate. The daily
rate is equal to one-fifteenth (1/15) of the monthly base
salary.

Section 6. All supplemental pay for Workovers and temporary assignments shall
be paid at the rate of one-fifteenth (1/15) of the monthly supplement
for each day of applicable work performed.

ARTICLE 23

BONUSES

Section 1. OFFSHORE BONUS. In addition to his base salary, a Pilot required
by the Company or customer to remain at an offshore location
overnight shall receive thirty dollars ($30) per night.

Section 2. SLING BONUS. In addition to base salary and when sling rates are
charged to customers, a Pilot required by the Company to conduct
external load operations in revenue service shall receive thirty-five
($35) per flight hour or fraction thereof.

Section 3. NIGHT FLIGHT BONUS. In addition to base pay and when night rates
are charged to customers, a Pilot required by the Company to fly in
revenue service during the hours of official sunset to official
sunrise as reported by the United States Naval Observatory shall
receive thirty-five ($35) per flight hour or fraction thereof.

Section 4. SAFETY AND SERVICE INCENTIVE PLAN (SSIP)

A. The SSIP will remain in effect for the duration of this
Agreement, provided that the program is offered to all other
eligible employees of the Company.

B. A Pilot shall be eligible for the SSIP once he has completed a
full quarter of active service with the Company. Active Service
means a Pilot on the payroll.

Section 5. SIGNING BONUS. Each Pilot on the active payroll as of the
effective date of this Agreement shall receive six hundred dollars
($600) for each completed year of service with the Company. Such
payment shall be made to an eligible Pilot within thirty (30) days
from the date of ratification.

ARTICLE 24

WORKOVER/OVERTIME

Section 1:WORKOVER PAY

a.A Workover is defined as being scheduled for and reporting to
work on a regularly scheduled day off.

b.A Workover shall be paid at one and one-half (1.5) times the
daily rate. The daily rate is equal to one-fifteenth (1/15) of
the monthly base salary for the actual aircraft flown or for
what a Pilot was scheduled to fly on the Workover, whichever
is greater as provided for in Article 21 of this Agreement.

1. The Workover rate shall apply regardless of job assignment,
aircraft flown or hours on duty.

Section 2:WORKOVER PROCEDURES AND ASSIGNMENTS

x.Xx is understood that Workovers are a viable and popular
means for providing additional income and, as such, should be
assigned in a fair and equitable manner.

b.A Pilot who desires a Workover assignment will submit a
Written Workover Form, which will be provided by the Company,
to the ARA scheduling department. The request will include:

1. A Pilot's name and contact number;

2. The date(s) a Pilot is available to Workover on his off
hitch;

3. The aircraft a Pilot is able to fly;

4. The bases at which a Pilot is willing to Workover; and

5. Whether the Pilot can be contacted to perform emergency
Workovers.

c.A Pilot is responsible for ensuring that the information on
file in the scheduling department is accurate and that the
dates requested for the Workover are correct.

d.The Company will maintain a Workover list that will be redone
each Friday. Therefore, Pilots must request Workovers and
confirm the information on the list no later than the end of
each work hitch. A Pilot who agrees to a Workover shall be
considered on hitch for the dates agreed to by the Company and
Pilot.

e.The Company shall maintain two (2) Workover lists.

1. The Emergency list will contain the names of those Pilots
who are able to report to work on two (2) hours notice.

2. The Normal Roster will be divided into two (2) groups:
those Pilots who want to perform Workovers at any base; and
those Pilots who want to perform Workovers only at a
specified base.

f.Normal Workovers will be offered in the following
order:

1. To Pilots with "off days" between training and their hitch;

2. To Pilots who fly the job on the opposite hitch;

3. To any qualified Pilot, in seniority order, regardless
of the base;

4. To supervisors.

g.Emergency Workovers will only be offered to Pilots who meet
the criteria identified in Section 2, Paragraph (e.1) of this
Article.

h. Pilots will be passed over for Workovers when:

1. A Pilot is not qualified;

2. A specific customer requests that a certain Pilot not fly
his job;

3. There is a conflict with a Pilot's regular job
(i.e., FAR limitations);

4. The dates of a Pilot's availability conflict with the
length of a job (i.e., 1-day job vs.
XXX);

5. A pilot does not answer a phone call from the Company. A
daily phone record shall be maintained to verify that a
call to the Pilot has been made.

6. A Pilot is unable to give the scheduling department a
definitive answer at the time of the call.

i.A Pilot will be allowed to use a beeper as his contact number
only for Normal Workovers. A Pilot contacted on his beeper
will have fifteen (15) minutes to respond to his page or he
will be passed over for a Workover assignment. It will be the
Pilot's responsibility to make certain that his beeper is in
working order.

j.Any Pilot who refuses two (2) Workover offers will be placed
at the bottom of the list for the remainder of the hitch.

k.When the procedures of Section 2, Paragraph f of this Article
have been exhausted, the Company may remove a Pilot from his
job at his base, in reverse seniority order, to fulfill such
requests for as short a period as possible, not to exceed
three (3) days. This is in accordance with the procedures of
Article 8, I, Section 3.

l.When assigning Workovers, base supervisors will make every
reasonable effort to follow the guidelines set forth in this
Article. Further, they will insure, to the best of their
ability, that Workovers are distributed equally to all whose
names appear on Workover rosters at their respective bases.

m.Supervisors shall not be used on revenue flights which could
be flown by Pilots on Workover status, or in any manner so as
to avoid hiring a Workover Pilot, except in the following
circumstances:

1. Medical emergencies;

2. When every reasonable effort has been made to secure a
Workover Pilot in accordance with the provisions of this
Article and such efforts were unproductive.

Section 3:COMPENSATORY TIME

a. Compensatory Time means a Pilot requests a day off from a
regularly scheduled workday in lieu of Workover pay. Such
time shall be compensated as his regular base pay.

b. The request for compensatory time must be agreed to by the
Company and the day off shall be granted by mutual
agreement. In the event mutual agreement cannot be reached,
the Pilot shall receive the applicable Workover pay.

ARTICLE 25

TRAVEL PAY

Section 1. Mileage pay shall be paid at the applicable rate established by
the Internal Revenue Service under the following circumstances:

a. When required to relocate to another base or location other than
the Pilot's assigned base via personal vehicle. Mileage will be
calculated from the point of the Pilot's assigned base to the
location directed by the Company.

b. When mileage is in excess of thirty (30) miles for use of a
personal vehicle. When computing mileage, figures must reflect
mileage from ARA to Workover base or mileage from the Pilot's
home to Workover base, whichever is the lesser distance or if
applicable, mileage from assigned base to the Workover base.

Section 2. Mileage will not be paid in cases of Workover at the assigned
bases when such Workover immediately proceeds or follows a normal
work schedule.

Section 3. a. Additional Crew Member Agreement (ACM). As the
flight deck crewmembers covered under this
agreement reside in various locations, and are
subject to frequent changes of job assignment with
little or no notice, the Company shall make
reasonable efforts to enter into ACM Agreements
with other carriers in the Air Transportation
Industry to provide for transportation related to
commuting to and from their residence to job
assignments.

b. If requested by a Pilot, the Company shall provide a Photo
Identification Card that provides sufficient information about
each Pilot and the Company. The Photo ID System shall be
available within ninety (90) days from the effective date of
this Agreement.

ARTICLE 26

PER DIEM

Section 1. A Pilot shall receive per diem under the following circumstances.

a. PILOT ON REGULAR WORK SCHEDULE - When required to relocate via
vehicle or aircraft after arriving at their assigned base, a
meal allowance is paid. This excludes an offshore location where
a Pilot receives an offshore bonus.

b. PILOTS ASSIGNED OFFSHORE - Pilots assigned to offshore contracts
who are required to XXX onshore during a hitch may be eligible
for reimbursement of meals.

c. PILOT WORKING OVER - When a Pilot is on a
Workover, a meal allowance is paid

Section 2. Per Diem shall be paid at the rate of $5.00 per meal, to a maximum
of $15.00 per day.

ARTICLE 27

INSURANCE BENEFITS

Section 1. The Company shall amend the following employee benefit plans as
follows:

Group Term Life/AD&D Insurance: 2 x salary to $125,000.
The Company will provide group term life/AD&D benefits on
a non-contributory basis.

Disability Insurance:

Short Term Disability: Current Company policy.

Long Term Disability: 50% of covered monthly
compensation to a maximum monthly benefit of $5,000.

The Company will work with it's insurance carriers to consider
offering buy-up options for employees.

Medical Insurance:

$250 deductible plan: Current Company policy.
Contributions will remain in effect from 8/01/99 to
12/31/00. Future adjustment to contributions will be made
on the same basis as other Company employees.

$750 deductible plan: Benefit amended to provide an
individual out-of-pocket maximum of $2,000 (including
deductible) and a family out-of-pocket maximum of $4,000
(including deductibles). Note: Plan provisions prohibit
some benefits from being reimbursed a 100%.

Contributions for the $750 deductible plan are amended as follows:

Employee only coverage: $10.00 per month.
Additional for dependent coverage: $75.00 per month.
The amended contributions will remain in effect from
8/01/99 to 12/31/00. Future adjustments to contributions
will be made on the same basis as other Company
employees.

Dental Insurance: Current Company policy.

ARTICLE 28

RETIREMENT AND 401(K) PLAN

Section 1. The Company shall match a participating Pilot's 401(k) salary
deferral contribution dollar for dollar to a maximum of the first
three (3) percent of gross earnings, exclusive of bonuses.

Section 2. The Company shall also contribute three (3) percent of gross
earnings, exclusive of bonuses for each Pilot who is on the payroll
as of December 31 of each year. Contributions shall be made on an
annual basis. No contribution shall be required to be made by any
Pilot in order to be eligible for the three (3) percent Company
contribution.

ARTICLE 29

SAFETY / ACCIDENT PREVENTION

Section 1. The Company shall continue to maintain safe and healthful working
conditions for its Pilots and agrees to further that important goal
by establishing a joint Company/Union Safety Committee and creating
an Accident Prevention
Policy.

Section 2. In that the Company is engaged in a vital service to our
Customers, the Company and Union have a particular obligation to
carry out this service courteously, efficiently and with due regard
for the safety of our passengers and ourselves. The Company and the
Union recognize their duty and responsibility to assist in the
maintenance of the Accident Prevention Policy. The Policy shall
consist of the following guidelines:

a. Safety is a primary concern of every operational undertaking.

b. The Company and the Union recognize that safe working
conditions, proper and adequate training, equipment and
protective devices are important elements in the workplace
setting. Required equipment shall be provided by the Company.

c. The Company will train Pilots in any new aircraft, its
components, or on any new procedures which they may be required
to utilize.

d. All Pilots must follow accident prevention measures.

e. Both the Company and the Pilots must follow all applicable
Federal Aviation Regulations.

Section 3. The Company agrees to meet and confer on a periodic basis with a
Safety Committee to receive and discuss recommendations from the
Committee. The Committee shall consist of no more than two (2)
Company representatives and two (2) Pilots appointed by the Union.
The role of the Safety Committee shall be to receive and review
complaints regarding unsafe working conditions or noncompliance with
safety rules and may make recommendations concerning such complaints.
Union members shall function in an advisory capacity.

a. The Company shall designate a management representative to be
responsible for receiving safety complaints.

b. The Company and the Union shall cooperate in seeking feasible
solutions to help reduce accident frequency and severity rates.

c. The Company and the Union shall encourage Pilots to engage in
safe work practices and to communicate safety issues to the
designated management representative identified in Section 3(a).

Section 4. The Safety Committee will meet whenever it deems necessary, but
not less than once during every calendar quarter, or not less than
once every three (3) months.

a. Any member of the Safety Committee who attends a committee
meeting on his normal scheduled work day shall not suffer any
loss in pay.

b. All members of the Safety Committee shall receive travel pay and
per diem in accordance with the rates established in Articles 25
and 26.

Section 5. It shall be the purpose of this Committee to work closely with the
Company through the Director of Safety to insure that all possible
measures are taken to prevent accidents, promote a safe working
environment, and insure that the provisions of this Article are
enforced.

ARTICLE 30

GENERAL AND MISCELLANEOUS

Section 1. Any deviation from this Agreement shall be made by mutual consent
between the Company and the OPEIU. Such mutual agreement must be in
writing and signed by both parties thereto.

Section 2. Any Pilot leaving the service of the Company shall, upon request
to the Human Resources Department, be provided with a letter setting
forth the Company's record of his job classification, stating his
length of service and rate of pay at the time he left the Company.

Section 3. There shall be no loss of pay when a line Pilot is displaced by a
supervisor on a revenue flight.

Section 4. All orders or notices to a Pilot covered by this Agreement
involving a transfer, promotion, demotion, layoff, or leave of
absence shall be given in writing to such Pilot with a copy to the
Union within five (5) business days.

Section 5. The pay period is currently every fourteen (14) days (bi-weekly).
If the Company wishes to change the pay period timing, it shall meet
and discuss the change with the Union prior to implementation. The
Company shall continue to offer, on a voluntary basis to its Pilots,
Electronic Funds Transfer (EFT) to the Pilot's bank of choice.

Section 6. Where there is a shortage equal to twenty-five (25) dollars or
more in the pay of a Pilot, the Pilot will be reimbursed for such
shortage as soon as possible but no later than five (5) working days
for the payroll department. If a Pilot is overpaid, he will have the
option to:

a. have a new corrected check issued on the same work
day;

b. reimburse the Company the total amount; or

c. reimburse the Company through payroll deductions spread equally
over four (4) pay periods.

Section 7. The parties agree that the intention of this Agreement is not to
inadvertently reduce a benefit or working condition heretofore
enjoyed by the Pilots.

Section 8. The Company shall pay for the costs of printing and distributing a
copy of this Agreement to each Pilot as well as an adequate number of
additional copies needed by each side.

Section 9. If the Company decides to place into service aircraft other than
those already included in this contract, it shall notify the Union as
soon as possible. Conferences shall be initiated by either the
Company or Union upon written notice to the other party for the
purpose of establishing rates of pay, rules and working conditions
applicable to the new equipment.

a. The parties shall meet at a mutually agreed upon time, but no
later than sixty (60) calendar days before the aircraft is to be
placed into service.

b. In the event the parties fail to reach an agreement
prior to placing the new equipment into service, the
Company may place such new equipment into service.
Pilot operating that new equipment shall be
compensated at the contractual rate of pay
appropriate to his seat and pay year. Nothing
herein shall deny the Company the right to place new
equipment into service.

c. The provisions of Section 9 are not intended to hinder the
acquisition or use of new equipment.

Section 10. Pilots shall not engage in any flying or other business
activities which interfere or are in conflict with their service to
the Company, provided, however, that this provision shall not be
construed to prohibit Pilots from affiliating with Armed Forces of
the United States.

Section 11. PERSONNEL FILE

Upon request, a Pilot's personnel file shall be open for his
inspection during normal office hours in the presence of a Company
representative. Nothing of a derogatory nature will be placed in a
Pilot's file unless a copy is sent to the Pilot. Upon receipt of such
report, the Pilot shall have the option of responding by returning
his explanation or comments to be included with the report in his
file or by challenging the truth or accuracy of the report. If the
Company determines the challenge to be justified, the report will be
removed from the Pilot's file and destroyed. If the Company
determines otherwise, it shall notify the Pilot who may then avail
himself of the provisions of Article 32 to appeal this decision.

a. Customer complaints or correspondence of a derogatory nature
shall not serve as the basis for any employment action,
including discipline after twelve (12) months from the date of
issuance unless within the twelve

(12) month period there has been a recurrence of the same or
similar nature.

b. Disciplinary records involving safety matters shall
not serve as the basis for any employment action,
including discipline after five (5) years from the
date of issuance unless within the five (5) year
period there has been a recurrence of the same or
similar nature. In addition, the Company shall not
be required to remove copies of public records or
documents which are required to be retained in
accordance with applicable law or governmental
regulations.

ARTICLE 31

UNION BULLETIN BOARDS & COMMUNICATIONS

Section 1. The Company shall permit the Union to display an unlocked bulletin
board at each base location. The Union shall purchase the bulletin
boards and shall be responsible for its installation. The bulletin
board shall be a maximum of four (4) feet by five (5) feet. The
bulletin boards shall only be placed in areas that have been agreed
to by the Company in advance.

Section 2. The bulletin board used by the Union and Pilots covered by this
Agreement shall be for posting notices of Union social and
recreational affairs, meetings and elections.

Section 3. General distributions, posted notices and official business will
bear the seal or signature of an officer of the Union or a Pilot
representative and will not contain anything defamatory, derogative,
inflammatory, negative or of a personal nature attacking the Company
or its representatives.

Section 4. The Company may refuse to permit any posting that would violate
any of the provisions of this Agreement. Any notices posted that are
not in accordance with this Article shall be removed by the Union or
by the Company upon notice to the Union.

ARTICLE 32

GRIEVANCE PROCEDURE

Section 1. INTRODUCTION

The procedures described in this Article shall be the mandatory and
exclusive mechanism for the resolution of all grievances concerning
an action of the company affecting a Pilot or group of Pilots,
including, without limitation, any and all grievances arising from
discipline, discharge, or the interpretation or application of the
express terms of this Agreement.

Section 2. DISCIPLINE AND DISCHARGE

a. Based on the severity of the infraction, a Pilot may be subject
to disciplinary action, up to and including discharge, for any
violation(s) or infraction(s) of Company regulations, policies
or violation of provisions contained in this Agreement.
Disciplinary action will be in accordance with the following
procedures:

1. The Company may suspend the Pilot with pay prior
to notifying the Pilot of the charge;

2.The Company will provide the affected Pilot, with a copy to
the Union, of the notice of the charge(s); and

3.Within seven (7) working days, the Company will inform the
Pilot in writing, with a copy to the Union, of its decision
regarding the charge and any discipline imposed.

b. A Pilot may be immediately removed from payroll and may be
suspended without pay if he is disciplined or discharged for
violation of the FAA drug/alcohol policy, acts of violence or
sabotage or threatening same, theft, or use of a weapon on
Company premises.

c. In the event the Pilot feels he had been unjustly
disciplined or discharged, the Pilot or the Union
may appeal in writing the Company's decision to the
Director of Operations within seven (7) calendar
days of the Company's decision. The appeal must set
forth a concise statement of the facts giving rise
to the appeal, and state the remedy or relief
requested.

d. The Director of Operations or his designee may
elect to investigate the matter, and shall issue a
decision in writing to the Pilot, with a copy to the
Union, regarding disposition of the appeal within
seven (7) calendar days of when the appeal was
filed. In the event the decision on the appeal is
not satisfactory to the Pilot, he or the Union may
appeal to the System Board of Adjustment in
accordance with Article 33 of this Article.

Section 3. GRIEVANCE PROCEDURE

a. Disputes arising under this Agreement or between the parties
with respect to the interpretation or application of the
Agreement, excluding discipline or discharge matters subject to
Section 2 of this Article, shall be processed in the following
manner:

1.Pilot(s) shall first attempt to resolve any dispute
informally through consultation with his immediate supervisor
within seven (7) calendar days of the date on which the
affected Pilot, or any Pilot among a group of affected Pilots
know or reasonably should have known of the facts on which the
grievance is based. The supervisor shall render a decision
within seven (7) calendar days from the date of consultation.

2. If the dispute is not resolved to the satisfaction of the
Pilot(s) within this time period, the aggrieved party or the
Union shall reduce the grievance to writing on a standard form
provided by the Union, signed by an authorized representative
of the Union, and present it to the Gulf Coast Manager of the
Company. At a minimum the written grievance shall contain the
following information:

a. A reference to the provisions of the Agreement
alleged to have been breached;

b. A statement of the facts involved; and

c. The specific remedy requested by the affected Pilot(s).

3. The written grievance must be submitted to the Gulf Coast
Manager within ten (10) calendar days of the date on which
the grievance was denied or deemed to have been denied by
the
supervisor.

4. The Gulf Coast Manager shall render a decision on the
grievance in writing within ten (10) calendar days of the
date on which the

grievance was filed. In the event the
Gulf Coast Manager's decision is unacceptable to the Union,
it may appeal the decision in writing to the Director of
Operations, with a copy to the Director of Human Resources,
within seven (7) calendar days of receipt of the decision.
The appeal must include a statement of the reason(s) why
the Union believes that the decision by the Gulf Coast
Manager was erroneous.

5. The Director of Operations shall render a decision on the
appeal in writing within fourteen (14) calendar days of the
date on which the grievance was appealed. In the event the
Director of Operations' decision is unacceptable to the
Union, it may appeal to the System Board of Adjustment in
accordance with Article 33 of this Agreement.

Section 4. The Company has the right to file a grievance over any dispute
arising under this Agreement. Company grievances shall be handled in
accordance with Section 3 of this Article, except that such
grievances shall be presented to the President of the Local 107, who
shall issue a written decision within fourteen (14) calendar days of
the date the grievance was filed. If the decision of the President of
the Local 107 is not satisfactory, the Company may appeal to the
System Board of Adjustment in accordance with Article 33 of this
Agreement.

Section 5. TIME LIMITS

a. The failure of a Company representative to issue a
decision or hold a hearing within the deadlines
prescribed by this Article shall be deemed a denial
of the grievance or appeal, and such grievance or
appeal shall be deemed to have been immediately and
automatically appealed to the next step unless the
Union indicates that it wishes to withdraw such
appeal.

b. The failure of the Pilot(s) or the Union to comply with any of
the time limits set forth in this Section shall be deemed an
immediate, automatic, and final withdrawal of the grievance or
appeal unless an extension of time has been requested within the
prescribed time limits set forth in this Article.

Section 6. GENERAL

a. Unless expressly provided otherwise, all
notification(s) or appeals required by this Article
shall be in writing, and accomplished by either hand
delivery verified by an initialed copy or by delivery
system prepaid with return receipt requested. A
notification or appeal required by this Article

shall only be valid if it is sent to the last known address of
the party to whom the notice is directed.

b. Compliance with all time limits specified in this Article shall
be determined by the date of mailing, as established by postmark
or by date of hand delivery, as established by the initialed
copy.

c. A group grievance may be filed by the Union. Any
such grievance shall contain sufficient information
to permit the Company to identify the individual
Pilots covered by the group grievance. No remedy
awarded in a group grievance shall provide monetary
compensation for periods prior to thirty (30)
calendar days from the date on which the formal,
written grievance was filed or the date the alleged
violation, whichever is less.

d. Time limits specified in this Agreement may be waived by mutual
written consent of the parties.

e. The parties will notify one another of the persons designated to
file and answer grievances.

f. All grievances resolved at any step of the Grievance Procedure
prior to the System Board of Adjustment shall be on a
non-precedential basis unless mutually agreed otherwise.

g. If a grievant is exonerated, his personnel file shall be cleared
of all reference to the incident. Records may be kept in a
separate file but may not be used in future disciplinary actions.
A grievant who is cleared of all charges shall be made whole as
pertains to wages, seniority, longevity and benefits.

h. A Pilot shall have the right of Union representation at all
meetings with the Company. A Pilot shall be advised in advance of
the nature of the subject of any hearing or conference.

ARTICLE 33

SYSTEM BOARD OF ADJUSTMENT

Section 1. In compliance with Section 204, Title II, of the Railway Labor
Act, as amended, there is hereby established a System Board of
Adjustment, which shall be known as the "AIR LOGISTICS PILOTS' SYSTEM
BOARD OF ADJUSTMENT" (hereinafter referred to as the Board).

Section 2. The Board shall have jurisdiction over disputes between any Pilot
and the Company with respect to discipline or discharge, and over
grievances or disputes growing out of the interpretation or
application of this Agreement. The Company and the Union intend that
procedures set forth in this Article shall be the exclusive and
mandatory forum of all such disputes.

Section 3. The Board shall not have jurisdiction over any disputes unless all
of the procedures required in Article 32 have been completely
exhausted with respect to the dispute, and the dispute has been
properly submitted to the Board pursuant to the provisions of this
Article.

Section 4. The Board shall have no jurisdiction to modify, add to, or
otherwise change the terms of this Agreement, or to establish or
change the rates of pay, rules, and working conditions covered by
this Agreement.

Section 5. The Board shall consist of four (4) members, two (2) of whom shall
be selected and appointed by the Company and two (2) of whom shall be
selected and appointed by the President of Local 107. Board members
shall have a vote in connection with all actions taken by the Board.

a. In the event the four (4)-member Board is not able to reach a
decision with respect to a particular dispute, the Board will be
reconstituted as a five (5)-member Board with the addition of a
neutral member as described in this Article.

Section 6. Except as otherwise provided herein, the Board shall meet
quarterly in the city where the general offices of the Company are
maintained (unless a different place of meeting is agreed upon by the
parties to the dispute), provided that at such time there are cases
filed with the Board for its consideration.

Section 7 Members of the Board who are employees of the Company shall suffer
no loss of pay while attending Board meetings.

Section 8. The Board shall consider any dispute properly submitted to it by
the President of the Local 107 or a duly designated officer, or the
Company, when the dispute has not been previously settled in
accordance with Article 32, as applicable. Decisions of the Board
shall be final and binding upon the Company, the Union, and the
affected Pilot(s).

Section 9. The office of chairman shall be filled alternately by the parties.
A Union representative shall serve as Chairman and a Company
representative shall serve as Vice Chairman in even years, the vice
versa, in odd years. The Vice Chairman shall act as Chairman in his
absence.

Section 10. The party appealing a final decision under Article 32 shall
submit the dispute for consideration by the Board, including all
papers and exhibits, within fourteen (14) calendar days of that
decision. If the appeal is not made within the fourteen (14) day
period, the System Board of Adjustment does not have jurisdiction
over the dispute.

Section 11. All disputes referable to the Board shall be sent to the Director
of Human Resources, and that office shall assign a docket number
according to the order in which the dispute is received.

Section 12. The appealing party will ensure that a copy of the petition is
served on the Members of the Board.

Section 13. Each case submitted shall be addressed to the Members of the
Board, and shall state:

a. The question or questions at issue; b. A statement of the facts
with supporting documents; c. A reference to the applicable
provision(s), if any,
of the Agreement alleged to have been breached;
d. The position of the Pilot or Pilots.
e. The remedy requested; and
f. The position of the Company.

Section 14. The Company and Union shall, in good faith, attempt to make a
joint submission of their dispute to the Board. If the parties are
unable to agree on a joint submission, the appealing party shall file
a submission with the Board containing all of the information
described in Section 13 above, and the responding party may do the
same. Any party filing a submission with the Board pursuant to this
Article shall serve a copy of its submission with the other party.

Section 15. Pilots covered by this Agreement may be represented at Board
hearings by a person or persons the Union may designate, with the
approval of the Union, and

the Company may be represented by a person
or persons it may designate. Evidence presented at Board hearings may
include sworn depositions, oral testimony, and written evidence.
Witnesses who testify at Board hearings may be required to do so
under oath if requested by either party.

Section 16. A majority vote of the Members of the Board (either four-member
or five-member board) is required to make a finding or a decision
with respect to any dispute properly before it, and such finding or
decision shall be final and binding upon the parties to such dispute.

Section 17. Decisions of the Board shall be rendered no later than thirty
(30) calendar days after the close of the hearing.

Section 18. The Board shall keep complete and accurate records of all papers
submitted to it and of all findings and decisions made. A
stenographic record of all Board hearings will be taken if mutually
requested by the parties and the cost will be equally shared. If only
one (1) party requests that a stenographic record be taken, the cost
shall be borne by the requesting party. If the other party
subsequently requests to be furnished a copy of the record, it will
be provided a copy at the same cost as if the parties had equally
shared the cost. Otherwise, the stenographic record shall be the
exclusive property of the party requesting such record.

Section 19. The Board may summon any witnesses employed by the Company who
are necessary for a proper resolution of the dispute. The number of
witnesses summoned at any one time shall not be greater than the
number that can be spared from the operation without interference to
the services of the Company. Witnesses who are employees of the
Company, whether summoned by the Company, the Union or the Board,
shall suffer no loss of pay.

Section 20. Within ten (10) calendar days after the four (4) Member Board
reaches a deadlock, either the Union or the Company may, by written
notice to the other, state its desire that the dispute be heard by a
five (5) Member Board. When it is necessary that a Neutral Member sit
with the Board, he shall be selected from the panel of neutrals set
forth herein.

Section 21. The Neutral Member shall not have authority to hear any case
except when sitting with the Company and Union Members, constituting
the five (5) Member Board.

Section 22. The Company and the Union shall by mutual agreement name seven
(7) neutrals as a panel of potential arbitrators.

Section 23. The selected neutral panel members shall serve until removed by
either or both of the parties. Both parties may remove a neutral at
any time by mutual

agreement. Either party may remove a neutral
provided that the neutral shall have served at least one (1) year as
a member of the panel and shall have heard and decided at least one
(1) case. Once a neutral has been selected to hear a case, a single
party may not remove such neutral until such case has been heard and
decided. In the event a party determines to remove a neutral, that
party shall provide the other with thirty (30) calendar days notice
of same. In such event the parties shall immediately confer and by
mutual agreement name a replacement. If the parties are unable to
agree before the expiration of the thirty (30) calendar day period,
either party may request that the National Mediation Board provide a
panel of five (5) potential members, all of whom shall be members of
the National Academy of Arbitrators, and the replacement shall be
selected by the parties alternately striking names until only one (1)
remains.

Section 24. The neutral member shall be selected from the panel of seven (7)
arbitrators. The neutral shall be chosen by agreement of the Company
and Union or, if they do not agree, by alternatively striking names
from the panel until one remains. A coin toss shall determine who
strikes first from the panel of seven (7) arbitrators.

Section 25. As soon as possible after the selection of the Neutral Member,
the five (5) Member Board shall meet, hear and decide the case or
cases submitted to it. The date, time, and place for such hearing
shall be set by mutual agreement of the parties. Should the parties
be unable to agree upon a date, time or place, the Neutral shall set
the same.

Section 26. The Chairman and Vice Chairman, acting jointly, shall have the
authority to incur reasonable expenses as in their judgment may be
deemed necessary for the proper conduct of the business of the Board.
These expenses shall be borne one-half (1/2) by each of the parties.

Section 27. The Company and the Union will assume the travel expense and
other related expenses of the Board Members selected by them, and of
the witnesses called by them. Expenses for witnesses called by the
Board shall be borne one-half (1/2) by each of the parties.

Section 28. The expenses and reasonable compensation of the Neutral selected
as provided herein shall be borne equally by the Company and the
Union.

Section 29. GENERAL

a. The time limits set forth in Articles 32 and 33 may be extended
in writing by mutual agreement of the Company and the Union.

b. The Union and the Company may, by mutual agreement in writing,
elect to bypass any or all of the steps in this Section and
proceed directly to the five (5) Member Board.

c. Probationary Pilots shall be subject to discharge at any time
without cause.

d. Compliance with all time limits under this Article shall be
determined by the date of mailing, as established by postmark or
by date of hand delivery, as established by the initialed copy.

e. The parties understand and agree that each and every Board member
shall be free to discharge his duty in an independent manner,
without fear that his individual relations with the Company,
Union or other Pilots may be affected in any manner by any action
taken by him in good faith in his capacity as a Board member.

f. Except as expressly provided otherwise, this Article shall not be
construed to limit, restrict or abridge the rights or privileges
accorded to the Company, the Pilots, or its and their duly
accredited representatives under the provisions of the Railway
Labor Act, as amended.

ARTICLE 34

NO STRIKE/NO LOCKOUT

Section 1. During the term of this Agreement, it is understood and agreed
that the Company will not lock out any employee covered hereby, and
the Union will not authorize or take part in any strike or picketing
of the Company premises. Any Pilot engaging in such activity may be
subject to discipline up to and including discharge.

Section 2. It shall not be a violation of this Agreement for a Pilot to
refuse to cross a customer's picket line, provided that in cases
where a customer's place of business is being picketed and separate
gates are being provided for ingress and egress for persons not
involved with the primary labor disputes, Pilots will be required to
perform their normal duties at the customer's place of business.

Section 3. In situations where one of the Company's customers is being
picketed, and if the Company knows about the picket in advance, the
Company will notify the Pilot about the picket line before
dispatching a Pilot to that customer. Pilots who refuse to take an
assignment to cross a picket line because of safety concerns will not
be penalized. When no one is willing to cross a picket line, the
Company will be permitted to service its customers the best way
possible.

Section 4. The Company will not require Pilots to transport replacement
workers involved in any labor dispute.

ARTICLE 35

UNION REPRESENTATION

Section 1. Upon reasonable advance notification to appropriate management
personnel, the Company agrees to admit to its stations and bases
officially designated representatives of the Union to transact
business as is necessary for the administration of the Agreement.
Such business shall be transacted in as short a time as possible and
shall not interfere with the operations of the Company. The Union
representative may be escorted by a management representative while
on Company property; in the alternative, the Company may make a
private meeting space available to the Union representative for any
Union visit.

Section 2. The Union may select elected or appointed representatives and
shall notify the Company designee, from time to time of their
appointment or removal. The Company designee shall notify the Union
of the appropriate Company representative hereunder.

Section 3. The Union shall elect or appoint Pilots to be primary job
xxxxxxx(s) and alternate(s) to conduct Union business and shall
notify the Company in writing of their election, appointment or
removal.

Section 4. a. A primary or alternate xxxxxxx shall be permitted
reasonable time to investigate, present and process grievances
within the scope of said xxxxxxx'x station or base on the
Company property without loss of pay during his/her regular
working hours.

b. A primary or alternate xxxxxxx shall be permitted to present
grievances to management and attempt to resolve any alleged
grievance.

c. A primary or alternate xxxxxxx shall be granted the right to
consult with Pilots under their jurisdiction for the purpose of
enforcing the provisions of this Agreement.

d. Time spent in handling grievances during the xxxxxxx'x regular
working hours shall be considered hours worked for all purposes.

e. The provisions of Section 4 above shall not result
in any Workovers nor cause any adverse impact on the
Company's operation. In addition, a Pilot, while
serving as a primary or alternate xxxxxxx shall
remain available to assist the Base Manager with
Pilot-related tasks, if requested. This paragraph
shall not be used to keep a xxxxxxx from performing
his union work when he otherwise would not be needed
by the Company.

Section 5. Upon forty-eight (48) hours notification by the Union President,
the Company will grant a Pilot(s) unpaid time off to perform Union
business off the Company premises. In the event the Union business
shall require an absence from work in excess of one (1) week, a Union
leave of absence will be granted in accordance with Article 11. The
Union will cooperate with the Company to minimize any negative impact
on operations as a result of this Section (i.e., scheduling
meetings/union-sponsored training on Pilot's days off, limiting the
number of Pilots who can have union time off).

Section 6. The Company will notify the Union in writing of the names and hire
dates of all newly hired Pilots and transfers. Such notification will
be transmitted during the Pilot's first week on the payroll. Upon
notification from the Union, the appropriate Company manager will
allow a Union representative who is an employee of the Company access
to new hire Pilots to provide Union orientation for thirty (30)
minutes before or after the Company's new hire orientation.

Section 7. Stewards who serve their fellow Pilots at any Company station or
base shall be considered Union Representatives.

ARTICLE 36

UNION SECURITY

Section 1. Each Pilot covered by this agreement shall become a member of the
Union within sixty (60) days after the effective date of this
Agreement, and shall be required as a condition of continued
employment by the Company to maintain his/her membership in the Union
so long as this Agreement remains in effect, to the extent of paying
an initiation (or re-initiation) fee, monthly membership dues and
assessments, which are uniformly required of Pilots covered by this
Agreement. Such Pilot shall have his/her monthly membership dues
deducted from his/her earnings by payroll deduction.

Section 2. Any Pilot hired into a classification covered by this Agreement on
or after the effective date of this Agreement shall become a member
of the Union within sixty (60) days after employment and shall be
required as a condition of continued employment by the Company to
maintain his membership in the Union so long as this Agreement
remains in effect, to the extent of paying the uniformly required
initiation (or re-initiation) fee, monthly membership dues and
assessments.

Section 3. Any Pilot maintaining or accruing seniority in a classification
covered by this Agreement (except as provided in Section 6) but not
employed in such classification, or any other classification covered
by this Agreement, shall not be required to maintain Union membership
during such employment but may do so at his/her option.

Should a Pilot return to a classification covered by this Agreement,
s/he shall be required to become a member of the Union within fifteen
(15) days after the date s/he returns to such classifications, and
shall, as a condition of employment in classification covered by this
Agreement, become a member of the Union and maintain membership in
the Union so long as this Agreement remains in effect to the extent
of paying an initiation (or re-initiation) fee, monthly membership
dues and assessments.

Section 4. The provisions of this Agreement shall not apply to any Pilot
covered by this Agreement to whom membership in this Union is not
available by payment of initiation (or re-initiation) fees, if
applicable, monthly dues and assessments under the same terms and
conditions as uniformly applicable to any other Pilot, or to any
other Pilot to whom membership in the Union is denied or terminated
for any reason other than the failure of the employee to pay
uniformly levied initiation (or re-initiation) fees, if applicable,
monthly dues and assessments. Nothing in this Agreement shall require
the payment of any initiation (or re-

initiation) fee, by a Pilot if an authorized or permissible transfer
according to the Bylaws and Constitution is involved.

Section 5. If a Pilot covered by this Agreement has resigned from the Company
and is re-employed, s/he shall be governed by Section 2 of this
Article.

a. If a Pilot is laid off and is recalled from layoff s/he shall be
governed by Section 3 of this Article.

b. The seniority status and rights of Pilots granted leaves of
absence to serve in the armed forces shall not be terminated by
reason of any of the provisions of this Article but such Pilot
shall, upon resumption of employment in classification covered
by this Agreement be governed by the provisions of Section 3,
Paragraph 2 of this Article.

Section 6. The payment of dues by a member shall not be required as a
condition of employment during leave of absence without pay or during
periods of transfer or promotions to a classification not covered by
this Agreement.

Section 7. When a Pilot does not become a member of the Union by payment of
initiation (or re-initiation) fee as provided in this Article, or is
a member of the Union and becomes delinquent in the payment of
monthly dues or assessments, as provided in this paragraph, the
following procedure shall apply:

a. If a new hire Pilot has not become a member of the
Union within sixty (60) days after employment with
the Company, the Union shall notify such Pilot in
writing, certified mail, return receipt requested,
copy to the Company designee, that such Pilot must
become a member of the Union within the time limits
specified in Section 2 of this Article or be subject
to discharge as Pilot of the Company. If, upon
expiration of the period of time specified in
Section 2 of this Article, such new Pilot has not
become a member of the Union, the Union shall
certify in writing to the Company designee, copy to
the Pilot, that the Pilot has failed to become a
member of the Union as provided in this Article, and
is, therefore, to be discharged. The Company shall
then promptly notify the Pilot involved that s/he is
to be discharged from the services of the Company
and shall promptly take proper steps to so discharge
the Pilot.

1. If a Pilot, other than a new hire Pilot, who is required to become
a member of the Union as provided in this Article does not become a
member of the Union within the time limits specified in this Article
for Pilots covered by this Agreement, the Union shall notify the
Company designee with a copy to the Pilot, that the Pilot has failed
to become a member of the Union as required by this Article and is,
therefore, to be discharged. The Company shall then

promptly notify the Pilot involved that s/he is to be discharged from
the service of the Company and shall promptly take proper steps to
discharge said Pilot.

b. If a Pilot covered by this Agreement becomes
delinquent by more than two (2) calendar months in
the payment of monthly dues including assessments,
the Union shall notify the Pilot, in writing,
certified mail, return receipt requested, copy to
the Company designee that said Pilot is delinquent
in the payment of monthly membership dues as
specified herein and, accordingly, will be subject
to discharge as a Pilot of the Company. Such letter
shall also notify the Pilot that s/he must remit
the required payment to the Secretary-Treasurer of
his/her Local Union by the twenty-second (22) day
of he month in which notice from the Union was
received or be subject to discharge. If such Pilot
still remains delinquent in the payment of dues on
the twenty-second (22 nd) day of the month in which
his/her notice from the Union was received, the
Union shall notify in writing the Company designee,
with a copy to the Pilot, that the Pilot has failed
to remit payment of the dues within the grace
period allowed herein and is, therefore, to be
discharged. The Company shall then promptly notify
the Pilot involved that s/he is to be discharged
from the service of the Company, and shall promptly
take the proper steps to so discharge the Pilot.

c. A Pilot discharged by the Company under the provisions of this
paragraph shall be deemed to have been discharged for cause.

Section 8. Any discharge under the terms of this Article shall be based
solely upon failure of the Pilot to pay or tender initiation (or
re-initiation) fee, membership dues and assessments upon the same
terms and conditions as are generally applicable to any other member
of the Union, within the time limits specified herein, and not
because of denial or termination of membership in the Union for any
other reason.

Section 9. A grievance by a Pilot who is to be discharged as a result of an
interpretation or application of the provisions of this Article shall
be subject to the following procedures:

a. A Pilot who believes the provisions of this Article
pertaining to him/her have not been properly
interpreted or applied, and who desires a review
must submit his/her request for review in writing
within five (5) business days from the date of
his/her notification by the Company as provided in
Section 7, subsection (a) 1 and 2 of this Article.
The request will be submitted to the Company
designee, with a copy to the Union. The Union may be
present at the review of the grievance to represent
the Union's interest in the case. The Company
designee will review the

grievance and render a decision in writing with
a copy to the Union no later than ten (10)
business days following the receipt of the grievance.

b. If the decision is not satisfactory to the Union,
then it may appeal the decision through the
grievance procedure. If the decision is not
satisfactory to the Pilot, then he/she may appeal
the decision within ten (10) days from the date of
receipt directly to a neutral referee who must be
agreed upon by the Pilot and the Union within (10)
days thereafter.

c. In the event the parties fail to agree upon a neutral referee
within the specified period, either the Pilot or the union may
request the National Mediation Board to name such neutral
referee.

d.The decision of the neutral referee shall be binding on all parties
to the dispute. The fees and charges of such neutral shall be borne
equally by the Pilot and the union.

e.During the period a grievance is being handled under the provisions
of this section and until after the decision by the Company
designee or after final decision by the neutral referee, the Pilot
shall not be discharged from the Company because of noncompliance
with the terms and provisions of this Article.

Section 10. No Pilot(s) covered by this Agreement or Pilot whose employment
is terminated pursuant to the provisions of this Article or the Union
shall have any claim for loss of time, wages or any other damages
against the Company because of agreeing to this Article or because of
any alleged violation, misapplications, compliance or noncompliance
with any provision of this Article. The Union agrees to hold the
Company harmless and to indemnify the Company against any suits,
claims, liabilities, and reasonable and customary attorneys' fees
which arise out of or by reason of any action taken by the Company
pursuant to a written demand by an authorized union representative
under the terms of this Article.

Section 11. During the life of this Agreement, the Company agrees that upon
receipt of a properly executed Authorization of Payroll Deduction,
voluntarily executed by a Pilot, it will make a single monthly
deduction from the Pilot's earnings, after other deductions
authorized by the Pilot or required by law have been made, to cover
his/her current standard monthly Union dues, assessments and/or
initiation fees uniformly levied in accordance with the Constitution
and Bylaws of the Union, as set forth in the Railway Labor Act, as
amended.
.
Section 12. The Company will deduct said Pilot's dues in the month in which
the Pilot is recalled from furlough or returns from a leave of
absence. In the event the Pilot

is recalled from furlough or returns
from a leave of absence after the dues have been deducted for a
month, the Company will make a double deduction in the following
month. The Company will pay over to the designated official of the
Union the wages withheld for such initiation fees and dues. The
amount withheld shall be reported and paid to the Union within ten
(10) business days from when deductions were made.

Section 13. Any authorizations from payroll deductions under this Article
shall be effective one (1) week following its receipt by the Company
Payroll Department and shall apply to the next paycheck from which
dues deduction is made.

Section 14. The Company remittance to the Union will be accompanied by lists
of names and Pilot numbers of the Pilots for whom the deductions have
been made in that particular period and the individual amounts
deducted.

Section 15. Collection of dues not deducted because of insufficient current
earnings, dues missed because of clerical error, or inadvertent error
in the accounting procedure, dues missed due to delay in receipt of
the Authorization for Payroll Deductions shall be the responsibility
of the Union and shall not be the subject of payroll deductions from
subsequent pay checks, and the Company shall not be responsible in
any way for such missed collections. It shall be the Union's
responsibility to verify apparent errors with the individual Union
member or Pilot prior to contacting the Company Human Resources
Department. The total or balance of unpaid dues, assessments and/or
initiation fees due and owing the Union at the time a Pilot
terminates his/her employment shall be deducted from the final
paycheck in accordance with applicable law.

Section 16. In the event the amount of the standard dues or fees uniformly
levied are changed, it shall be the sole responsibility of the Union
to notify the Company and to make any necessary adjustments as to the
amounts to be deducted from the Pilot's earnings. So far as the
Company is concerned, any such changes shall be made in accordance
with the time limits set forth in Section 13 of this Article.

Section 17. An Authorization for Payroll Deduction under this Article, once
voluntarily executed and delivered to the Payroll Department of the
Company, shall be irrevocable during the effectiveness of the
Agreement, or as long as the Union is the certified representative of
Pilots covered by this Agreement, or for a period of one (1) year,
whichever is the lesser, and shall renew itself for successive yearly
or applicable periods thereafter unless the Pilot serves written
notice by registered mail on the Payroll Department of the Company
and the Union to revoke such Authorization for Payroll Deduction
during the ten (10) days preceding any periodic renewal date. Subject
to Section 15 above, an Authorization for Payroll Deduction shall
automatically be revoked if:

a. The Pilot transfers to a position with the Company not covered by
this Agreement.

b. The Pilot's services with the Company are terminated;

c. The Pilot is furloughed; or

d. The Pilot is on an authorized leave of absence.

Section 18. The Authorization for Payroll Deduction to be voluntarily executed
shall be signed by the Pilot. It shall stipulate the following language:

"I, (name of Pilot) do hereby authorize and direct my Employer, (circle
one) Air Logistics L.L.C. Air Logistics of Alaska, to deduct from my wages
for remittance to the authorized official or affiliate of the Office and
Professional Employees International Union, Local 107, periodic dues,
initiation fees, and/or assessments uniformly required as a condition of
acquiring or maintaining membership in accordance with the provisions of
the Union Shop Agreement between my Employer and the Union. I further
authorize and direct my Employer to deduct from my wages for remittance, as
set forth above, the total or balance of unpaid dues, assessments and/or
initiation fees due and owing the Union at the time my employment with the
above named Employer ends."

"This authorization shall not include fines and penalties. I agree that
this authorization shall be irrevocable for one (1) year from the date
hereof or until termination of the Union Shop Agreement between my Employer
and the Union, whichever occurs first. If the Union Shop Agreement is
terminated, this authorization may be revoked effective as of any
anniversary date of the signing hereof, by written notice given by me to my
Employer and the Union by registered mail, during the ten (10) days
preceding any such anniversary. All amounts to be deducted from my wages
will commence with the first regular dues deduction paycheck following
receipt by my Employer of this notice."

ARTICLE 37

SAVINGS CLAUSE

Section 1. Should any part of this Agreement be rendered or declared invalid
by reason of any existing or subsequently enacted legislation, act of
government agency, or by any decree of a court of competent
jurisdiction, such invalidation of such part or portion of this
Agreement shall not invalidate the remaining portions hereof, and
they shall remain in full force and effect.

Section 2. In the event that any provisions of this Agreement are in conflict
with or are rendered inoperative or unlawful by virtue of any duly
enacted law or regulation or any governmental agency or commission
having jurisdiction over the Company, the Union and Company will meet
and attempt to negotiate changes necessary, pertaining only to those
provisions so affected or directly related thereto.

ARTICLE 38

DURATION

The Agreement shall become effective on May 18, 1999 and shall remain in full
force and effective through May 18, 2003 and shall renew itself without change
each succeeding May 18th thereafter unless written notice of intended change is
served in accordance with Section 6, Title I of the Railway Labor Act, as
amended, by either party hereto at least sixty (60) days prior to May 18, 2003,
or any May 18th thereafter.

In witness whereof, the parties hereto have signed this Agreement on this ____
day of ____________, ______.

FOR OFFICE AND PROFESSIONAL FOR OFFSHORE LOGISTICS, INC.:
EMPLOYEES INTERNATIONAL
UNION, AFL-CIO:

/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Small
------------------------------------ ------------------------------------
Xxxxxxx Xxxxxxx, President, OPEIU Xxxxxx X. Small, President

NEGOTIATING COMMITTEE: WITNESSES:

/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxx
------------------------------------ ------------------------------------
Xxxxx X. Xxxxxx Xxx Xxxxx
President, OPEIU/Local 107 Chief Financial Officer

/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx
------------------------------------ ------------------------------------
Xxxx Xxxxxxxx Xxxxx Xxxxxxx
Secretary-Treasurer, OPEIU/Local 107 Vice President - Aviation Services

/s/ Xxxxxx XxXxxxx /s/ Xxxxxxx Xxxx
------------------------------------ ------------------------------------
Xxxxxx XxXxxxx, Trustee, Local 107 Xxxxxxx Xxxx
Director - Human Resources

/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
------------------------------------ ------------------------------------
Xxx Xxxxxx Xxxxx Xxxxxxx
Director - Operations

/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Xxxx Xxxxxx Xxxxxxx X. Xxxxxx
Director of Finance & Administration

APPENDIX "A"

AIR LOGISTICS, L.L.C. - PILOT PAY SCALES

VFR - Single and Small
Twin
---------------------------

Years of May 18, September 18, December 18, December 18, June 18,
Service 1999 * 2000 * 2001 * 2002 * 2003 *
---------- -------- ------------- ------------ ------------ ---------

0- 1 $ 34,200 $ 35,226 $ 36,283 $ 37,371 $ 38,119
1- 2 34,200 35,226 36,283 37,371 38,119
2- 3 34,200 35,226 36,283 37,371 38,119
3- 4 34,200 35,226 36,283 37,371 38,119
4- 5 36,730 37,832 38,967 40,136 40,939
5- 6 39,622 40,811 42,035 43,296 44,162
6- 7 41,962 43,221 44,517 45,853 46,770
7- 8 43,747 47,804 48,760 45,059 46,411
8- 9 45,384 46,746 48,148 49,592 50,584
9-10 45,384 46,746 48,148 49,592 50,584
10-11 45,500 46,865 48,271 49,719 50,713
11-12 45,500 46,865 48,271 49,719 50,713
12-13 45,500 46,865 48,271 49,719 50,713
13-14 45,500 46,865 48,271 49,719 50,713
14-15 45,500 46,865 48,271 49,719 50,713
15-16 45,500 46,865 48,271 49,719 50,713
16-17 46,500 47,895 49,332 50,812 51,828
17-18 46,500 47,895 49,332 50,812 51,828
18-19 46,500 47,895 49,332 50,812 51,828
19-20 46,500 47,895 49,332 50,812 51,828
20-21 46,500 47,895 49,332 50,812 51,828
21-22 46,500 47,895 49,332 50,812 51,828
22-23 46,500 47,895 49,332 50,812 51,828
23-24 46,500 47,895 49,332 50,812 51,828
24-25 46,500 47,895 49,332 50,812 51,828
25-26 46,500 47,895 49,332 50,812 51,828
26-27 46,500 47,895 49,332 50,812 51,828
27-28 46,500 47,895 49,332 50,812 51,828
28-29 46,500 47,895 49,332 50,812 51,828
29-30 46,500 47,895 49,332 50,812 51,828
30+ 46,500 47,895 49,332 50,812 51,828

Pilots on 4&3 and 5&2 (non-standard) schedules shall be paid the above base
salary plus the following percentages of base pay: 4&3: 25.00%; 5&2: 45.00%.

* Increases will become effective on the first pay period following these dates.

IFR-SIC
-----------

Years of May 18, September 18, December 18, December 18, June 18,
Service 1999 * 2000 * 2001 * 2002 * 2003 *
----------- -------- ------------- ------------ ------------ ---------

0- 1 $ 35,986 $ 37,066 $ 38,178 $ 39,323 $ 40,109
1- 2 35,986 37,066 38,178 39,323 40,109
2- 3 35,986 37,066 38,178 39,323 40,109
3- 4 35,986 37,066 38,178 39,323 40,109
4- 5 38,730 39,892 41,089 42,321 43,168
5- 6 41,415 42,657 43,937 45,255 46,160
6- 7 42,408 43,680 44,991 46,340 47,267
7- 8 44,268 48,373 49,340 45,596 46,964
8- 9 46,054 47,436 48,859 50,324 51,331
9-10 47,170 48,585 50,043 51,544 52,575
10-11 48,286 49,735 51,227 52,763 53,819
11-12 49,402 50,884 52,411 53,983 55,063
12-13 49,402 50,884 52,411 53,983 55,063
13-14 49,402 50,884 52,411 53,983 55,063
14-15 49,402 50,884 52,411 53,983 55,063
15-16 50,500 52,015 53,575 55,183 56,286
16-17 51,000 52,530 54,106 55,729 56,844
17-18 51,000 52,530 54,106 55,729 56,844
18-19 51,000 52,530 54,106 55,729 56,844
19-20 51,000 52,530 54,106 55,729 56,844
20-21 51,000 52,530 54,106 55,729 56,844
21-22 51,000 52,530 54,106 55,729 56,844
22-23 51,000 52,530 54,106 55,729 56,844
23-24 51,000 52,530 54,106 55,729 56,844
24-25 51,000 52,530 54,106 55,729 56,844
25-26 51,000 52,530 54,106 55,729 56,844
26-27 51,000 52,530 54,106 55,729 56,844
27-28 51,000 52,530 54,106 55,729 56,844
28-29 51,000 52,530 54,106 55,729 56,844
29-30 51,000 52,530 54,106 55,729 56,844
30+ 51,000 52,530 54,106 55,729 56,844

Pilots on 4&3 and 5&2 (non-standard) schedules shall be paid the above base
salary plus the following percentages of base pay: 4&3: 25.00%; 5&2: 45.00%.

* Increases will become effective on the first pay period following these dates.

IFR-PIC
-----------

Years of May 18, September 18, December 18, December 18, June 18,
Service 1999 * 2000 * 2001 * 2002 * 2003 *
----------- -------- ------------- ------------ ------------ ---------

0- 1 $ 41,738 $ 42,990 $ 44,280 $ 45,608 $ 46,520
1- 2 41,738 42,990 44,280 45,608 46,520
2- 3 41,738 42,990 44,280 45,608 46,520
3- 4 41,738 42,990 44,280 45,608 46,520
4- 5 42,408 43,680 44,991 46,340 47,267
5- 6 44,194 45,520 46,885 48,292 49,258
6- 7 45,086 46,439 47,832 49,267 50,252
7- 8 46,426 47,819 49,253 50,731 51,746
8- 9 48,732 50,194 51,700 53,251 54,316
9-10 49,848 51,343 52,884 54,470 55,560
10-11 50,964 52,493 54,068 55,690 56,804
11-12 52,824 54,409 56,041 57,722 58,877
12-13 54,312 55,941 57,620 59,348 60,535
13-14 56,544 58,240 59,988 61,787 63,023
14-15 58,032 59,773 61,566 63,413 64,681
15-16 59,148 60,922 62,750 64,633 65,925
16-17 59,500 61,285 63,124 65,017 66,318
17-18 59,500 61,285 63,124 65,017 66,318
18-19 59,500 61,285 63,124 65,017 66,318
19-20 59,500 61,285 63,124 65,017 66,318
20-21 59,500 61,285 63,124 65,017 66,318
21-22 60,264 62,072 63,934 65,852 67,169
22-23 60,264 62,072 63,934 65,852 67,169
23-24 60,264 62,072 63,934 65,852 67,169
24-25 60,264 62,072 63,934 65,852 67,169
25-26 60,264 62,072 63,934 65,852 67,169
26-27 60,500 62,315 64,184 66,110 67,432
27-28 60,500 62,315 64,184 66,110 67,432
28-29 60,500 62,315 64,184 66,110 67,432
29-30 60,500 62,315 64,184 66,110 67,432
30+ 60,500 62,315 64,184 66,110 67,432

Pilots on 4&3 and 5&2 (non-standard) schedules shall be paid the above base
salary plus the following percentages of base pay: 4&3: 25.00%; 5&2: 45.00%.

* Increases will become effective on the first pay period following these dates.

Letter of Understanding #1 Re: Fixed Wing Pilots

Mr. Xxx Xxxxxx
President, Local 107
000 Xxx Xx.
Xxxxxxxxx, XX 00000

Dear Xxx:

This letter will confirm our understanding that the Pilot(s) employed by
Offshore Logistics, Inc. operating fixed wing aircraft under FAR Part 91 will
not be covered by the collective bargaining agreement between Offshore
Logistics, Inc. and OPEIU.

If such Pilot(s) performs work operating helicopters in the service of
Offshore Logistics, Inc. under FAR Part 135, he will be subject to the terms and
conditions of the contract.

Please sign in the space provided below acknowledging your understanding
of this letter.

Sincerely,

/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
Vice-President-Aviation Services

/s/ Xxxxx X. Xxxxxx
--------------------------------
Mr. Xxxxx Xxxxxx
President, Local 107
Office and Professional Employee
International Union, AFL-CIO

Letter of Understanding #2 Re: Effective Date for Paid Days Off

Mr. Xxx Xxxxxx
President, Local 107
000 Xxx Xx.
Xxxxxxxxx, XX 00000

Dear Xxx:

This will confirm our understanding that the provisions of Article 12,
Paid Days Off will become effective on January 1, 2000.

The Company's current policies related to sick leave, holiday and vacation
accruals will remain in place through December 31, 1999, and unused sick leave
and vacation accruals as of December 31, 1999 shall be placed in the Sick and
Unscheduled Time Off (XXXX) Bank as of January 1, 2000.

Please sign below if you concur with this understanding.

Sincerely,

/s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
Vice President - Aviation Services

/s/ Xxxxx X. Xxxxxx
------------------------------
Mr. Xxxxx Xxxxxx
President, Local 107
Office and Professional Employee
International Union, AFL-CIO

Letter of Understanding #3 Re: IFR Cadre

Mr. Xxx Xxxxxx
President, Local 107
000 Xxx Xx.
Xxxxxxxxx, XX 00000

Dear Xxx:

The parties agree to meet within thirty (30) days after the date of
signing of the Agreement to discuss the possibility of developing an IFR Cadre.

An IFR Cadre would insure that the most senior, qualified Pilots retain
IFR slots, would promote professionalism and maintain skill levels and regency
of experience, and would insure that the Company would be able to maintain a
core group of IFR PICs and SICs.

Please sign below if you concur with this understanding.

Sincerely,

/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
Vice President-Aviation Services

/s/ Xxxxx X. Xxxxx
---------------------------------
Mr. Xxxxx Xxxxxx
President, Local 107
Office and Professional Employee
International Union, AFL-CIO

Letter of Understanding #4 Re: Pilots Hired With Prior Experience

Mr. Xxx Xxxxxx
President, Local 107
000 Xxx Xx.
Xxxxxxxxx, XX 00000

Dear Xxx:

The parties agree that a Pilot who has been hired at a step on the pay
scale based on his experience shall be frozen at his pay rate until his
longevity with the Company exceeds his step on the pay scale. For example, a
Pilot hired at the fifth (5th) year rate will remain frozen at the fifth year
rate until he begins his sixth (6th) year of longevity with the Company.

Please sign below if you concur with this understanding.

Sincerely,

/s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Xxxxxxx
Vice-President-Aviation Services

/s/ Xxxxx X. Xxxxxx
---------------------------
Mr. Xxxxx Xxxxxx
President, Local 107
Office and Professional Employee
International Union, AFL-CIO

Letter of Understanding #5: Implementation Schedule

Mr. Xxx Xxxxxx
President, Local 107
000 Xxx Xx.
Xxxxxxxxx, XX 00000

Dear Xxx:

The following contract items will be implemented along the following
guidelines:

1. Article 8 - Job Posting and Bidding.
The new bidding and posting system as described in Article 8 will be
implemented within ninety (90) days from the date of ratification.

2. Article 18 - Facilities, Equipment and Uniforms Based on commitments made
by the vendor, new Switlik vest PFDs are expected to arrive within eight
(8) weeks from the ratification date. Should there be a delay beyond that
date due to circumstances beyond the control of the company (i.e., vendor
problems with manufacturing and/or shipping), we will inform you as soon
as the Company is aware of any delay.

3. Article 21 - Base Pay
New pay rates will be implemented on the first pay period following
ratification. That date is May 24.

4. Article 24 - Workover
The new workover system described in Article 24 will be implemented within
ninety (90) days from the date of ratification.

5. Article 27 - Insurance
In order to get open enrollment accomplished properly, the implementation
date for the insurance article will be August 1, 1999.

Sincerely,

/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
Vice-President-Aviation Services

/s/ Xxxxx X. Xxxxxx
-----------------------------
Mr. Xxxxx Xxxxxx
President, Local 107
Office and Professional Employee
International Union, AFL-CIO

LETTER OF AGREEMENT #6

Between

OFFSHORE LOGISTICS, INC.

And

OFFICE AND PROFESSIONAL EMPLOYEES
INTERNATIONAL UNION, AFL-CIO

In the service of

AIR LOGISTICS OF ALASKA, INC.

As represented by

---------------------------------------------------------------------
LOCAL 107/OPEIU

This Letter of Agreement is made and entered into in accordance with the
provisions of the Railway Labor Act, as amended, by and between Offshore
Logistics, Inc. (hereinafter referred to as the "Company"), and the Office and
Professional Employees International Union, AFL-CIO, in the service of Air
Logistics of Alaska, Inc., as represented by Local 107, OPEIU (hereinafter
referred to as the "Union").

CONTRACT TERMS APPLICABLE TO PILOTS OF AIR LOGISTICS OF ALASKA, INC.

It is agreed and understood by the Union that the Air Logistics of Alaska, Inc.
operation is unique and different from the Air Logistics L.L.C. Gulf of Mexico
operation, and that terms and conditions of employment negotiated by OPEIU on
behalf of Pilots operating in the Gulf of Mexico do not have the same
applicability to the Alaskan operation. Therefore, the parties mutually agree
and understand that the following provisions of the contract between the Company
and the Union will be amended as follows:

ARTICLE 1 - STATEMENT OF PURPOSE:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 2 - RECOGNITION AND REPRESENTATION:
Sections 1, 2, 5, 6 and 7 are applicable to both Gulf Coast and
Alaskan operations.

Section 3 will be amended to read as follows:

This Agreement covers all revenue and all known and recurring miscellaneous
flying performed by the Company with Pilots on its payroll. All flying covered
by this Agreement shall be performed by Pilots whose names appear on the Air
Logistics, L.L.C. and Air Logistics

of Alaska, Inc. Pilot's Seniority List,
except when Air Logistics of Alaska, Inc. Management and Seasonal Pilots are
needed to perform flying services as a result of operational and/or economic
requirements of the Company.

Section 4 will be amended to read as follows:

Pilots covered by this Agreement shall be governed by all reasonable Company
rules, regulations and orders previously or hereafter issued by proper
authorities of the Company. Terms and conditions of Air Logistics of Alaska,
Inc. employment may differ from those found in the basic contract between the
Company and the Union as a result of the operational needs of Air Logistics of
Alaska, Inc.

ARTICLE 3 - STATUS OF AGREEMENT:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 4 - PILOT STATUS:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 5 - SENIORITY:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 6 - SENIORITY ROSTER:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies. A copy of the Air
Logistics of Alaska, Inc. seniority roster will be provided to the
Union on a quarterly basis.

ARTICLE 7 - REDUCTIONS IN FORCE:
Applicable only to Gulf Coast operation. Based on the unique nature of the
Alaskan operation, Air Logistics of Alaska, Inc. will continue with existing
policies.

ARTICLE 8 - JOB POSTING AND BIDDING:
This Article will be amended for the Alaska operation as follows:

I. PERMANENT VACANCIES

Section 1. Pilots working in the Alaska operation shall not be displaced by
either active or furloughed Pilots working in the Gulf of Mexico
operation. Pilots working in the Gulf of Mexico operation will not be
displaced by either active or furloughed Pilots working in the
Alaskan operation.

Section 2. When a job or crew position becomes available on a full-time
basis, or when a new job or crew position is created that differs
from those positions described in the Temporary/Seasonal Vacancies
Section of this Article, the vacancy will be posted for review by
Pilots working in Alaska and the Gulf of Mexico. Priority

for filling of all vacancies in the Alaskan operation will be given
to Pilots employed by Air Logistics of Alaska, Inc. If the position
remains unfilled, the Company may fill the position from outside the
Company. Postings will include job qualifications and prerequisites
for the position.

a. Positions will be posted for seven (7) days in Alaska and the
Gulf of Mexico.

b. The Company will make the awards within five (5) calendar days
after the bidding has closed, not including Saturdays, Sundays,
and holidays.

c. The senior qualified Pilot within Alaska shall be awarded the
job. If no Alaskan Pilots is awarded the position, then the
senior qualified Pilot in the Gulf of Mexico will be awarded the
job. For the purpose of this Article, a qualified Pilot will be
determined by Air Logistics of Alaska, Inc. and customer
requirements.

d. A pilot responding to more than one (1) vacancy shall indicate
his order of preference on the bid and shall be awarded his
first preference, assuming he is qualified for the position.

e. In the event no bid is received from a qualified Pilot and pool
Pilot(s) exist, such vacancies will be filled by the pool Pilots
in reverse seniority order.

Section 3. The same rules outlined above related to permanent vacancies in
Alaska will also apply to permanent vacancies in the Gulf of Mexico
operations.

II. TEMPORARY OR SEASONAL VACANCIES

Section 1. Temporary vacancies are positions created to fill operational
needs for ninety (90) consecutive days or less. Seasonal vacancies
are positions created to fill the operational needs of summer flying.

Section 2. Pilots flying in the Gulf operation are eligible to work in
temporary or seasonal positions subject to the following provisions:

a. All current Air Logistics of Alaska, Inc. Pilots who work only
on temporary or seasonal jobs as of the date of signing of this
Agreement will be "grandfathered" for the purpose of filling
these summer or temporary jobs.

b. Once a grandfathered Pilot declines a temporary or seasonal job,
the position will be offered to a Gulf Coast Pilot subject to
the following conditions:

1. The successful completion of a flight check with
and an evaluation by the Chief Pilot of the
Alaskan operation;

2.The Pilot must meet all the qualification requirements set
forth by Air Logistics of Alaska, Inc. and the customer.

3.The Pilot is responsible for his own travel to and from
Alaska. There will be no travel or mileage pay provided to the
Pilot for travel. In the event a Gulf of Mexico Pilot is
involuntarily assigned to Alaska, the Company shall pay for
his travel expenses to Alaska.

4.The Pilot will be paid in accordance with the Alaska pay
scale and will be subject to all terms and conditions of
employment of Air Logistics of Alaska, Inc.

Section 3. The same rules outlined above related to temporary or seasonal
vacancies in Alaska will also apply to temporary or seasonal
vacancies in the Gulf of Mexico operations.

ARTICLE 9 - CATEGORIES OF AIRCRAFT:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 10 - SCHEDULES OF SERVICE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 11 - LEAVE OF ABSENCE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies, with the exception of
the Union Leave of Absence section of this Article.

ARTICLE 12 - PAID DAYS OFF AND BANKED DAYS:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 13 - ON-THE-JOB INJURY LEAVE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 14 - BEREAVEMENT LEAVE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 15 - JURY DUTY:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 16 - FEES AND PHYSICAL EXAMINATIONS:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 17 - TRAINING:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 18 - FACILITIES, EQUIPMENT AND UNIFORMS:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 19 - SEVERANCE PAY:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 20 - MOVING EXPENSE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 21 - BASE PAY:
Base pay for Pilots in the Alaskan operation will be as follows:
Co-Pilot: $2,160 per month
Captain: $2,790 - $3,370 per month
Alyeska: $2,000 - $3,520 per month

Future salary ranges will be reviewed by management for possible adjustments
around the same time as scheduled increases for Air Logistics, L.L.C. Pilots
(see Appendix "A" for specific dates). Modifications to the ranges will be based
on market conditions and other related factors. In the event Pilots in the
service of Air Logistics of Alaska, Inc. would prefer to receive preset
increases in the future pay ranges rather than leaving future adjustments to the
discretion of the Company, the Company agrees to meet and discuss these
increases with representatives of the union. These negotiations will not be
pursuant to Section 6 of the Railway Labor Act and will in no way cause the
reopening of any other provision of this Agreement.

ARTICLE 22 - SUPPLEMENTAL PAY:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 23 - BONUSES:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 24 - WORKOVER/OVERTIME:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 25 - TRAVEL PAY:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 26 - PER DIEM:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 27 - INSURANCE:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 28 - RETIREMENT AND 401(K) PLAN:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 29 - SAFETY/ACCIDENT PREVENTION:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 30 - GENERAL AND MISCELLANEOUS:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

ARTICLE 31 - UNION BULLETIN BOARDS AND COMMUNICATIONS:
Applicable to Gulf Coast and Alaskan operations.

ARTICLE 32 - GRIEVANCE PROCEDURE:
Applicable to both Gulf Coast and Alaskan operations. However, all references to
"Gulf Coast Manager" shall be changed to "Chief Pilot," and all references to
"Director of Operations" shall be changed to "General Manager."

ARTICLE 33 - SYSTEM BOARD OF ADJUSTMENT:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 34 - NO STRIKE/NO LOCKOUT:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 35 - UNION REPRESENTATION:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 36 - UNION SECURITY:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 37 - SAVINGS CLAUSE:
Applicable to both Gulf Coast and Alaskan operations.

ARTICLE 38 - DURATION:
Applicable to both Gulf Coast and Alaskan operations.

Letter of Understanding Re: Fixed Wing Aircraft: Applicable to both
Gulf Coast and Alaska operations.

Letter of Understanding Re: Effective Date of Paid Days Off:
Applicable only to Gulf Coast operation. Air Logistics of Alaska,
Inc. will continue with existing policies.

Letter of Understanding Re: IFR Cadre: Applicable only to Gulf
Coast operation. Air Logistics of Alaska, Inc. will continue with
existing policies.

In witness whereof, the parties hereto have signed this Agreement on this 18th
day of May, 1999.

FOR OFFICE AND PROFESSIONAL FOR OFFSHORE LOGISTICS, INC.:
EMPLOYEES INTERNATIONAL
UNION, AFL-CIO:

/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Small
------------------------------------ -------------------------------
Xxxxxxx Xxxxxxx, President, OPEIU Xxxxxx X. Small, President

FOR OPEIU, LOCAL 107: WITNESSES:

/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxx
------------------------------------ -------------------------------
Xxxxx X. Xxxxxx Xxx Xxxxx
President, OPEIU/Local 107 Chief Financial Officer

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