S-76C+ NEW HELICOPTER SALES AGREEMENT

I.

DEFINITIONS / INFORMATION FOR THIS AGREEMENT

Offshore Logistics

Sikorsky Aircraft Corporation

S76TD02065

15 plus optional additions as described below

II.

DESCRIPTION OF SALE

1.

Sale — Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of Sikorsky Model S-76C Helicopters with Turbomeca 2S1 engines (known as the S-76C+) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the “Helicopter”). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer shall purchase the Completion Services on the Helicopter, which will then be equipped with the items of additional equipment specified in Exhibit A, Part 2 (the “Utility Helicopter”). The Helicopter shall be accepted at Sikorsky Aircraft’s designated facilities in Stratford, CT. Subsequent to the title transfer, Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at its expense, from Connecticut, to Sikorsky’s Designated Completion Center in West Chester, PA via ferry flight. Upon its arrival at the Designated Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services.

2.

Presentation of Helicopter for Acceptance — The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut on the Scheduled Presentation Date Helicopter. Upon Buyer’s request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Sikorsky’s designated facility in Connecticut during such presentation, which flight shall be approximately one (1) hour in duration. Buyer’s obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects.

3.

Acceptance and Title Transfer — After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Thereafter, Sikorsky shall transfer title to Buyer at Sikorsky’s designated facility in Connecticut. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness and a Bill of Sale.

4.

Risk of Loss — Sikorsky shall have risk of loss and damage of the Helicopter, subsequent to the transfer of title through Buyer’s acceptance of the Completion Service.

5.

Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Utility Helicopter shall be presented for acceptance of the work performed at the Sikorsky Designated Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer’s request for a demonstration flight of the Utility Helicopter, Sikorsky shall conduct a demonstration flight of the Utility Helicopter, at the Sikorsky Designated Completion Center during such presentation, which flight shall be approximately one (1) hour in duration. Buyer’s obligation to accept the Utility Helicopter is conditioned upon and subject to Buyer being satisfied that the Utility Helicopter is in airworthy condition with all flight critical systems functional and in proper working order.

6.

Acceptance of Completion Services — After presentation, Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services. Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1. below, Sikorsky shall deliver to Buyer a FAA Return to Service Certificate and the Utility Helicopter shall then be at Buyer’s risk.

7.

Liquidated Damages for Late Deliveries — *

In the event that Buyer elects to amend the configuration of the Utility Helicopter by the inclusion of items listed in Exhibit A as Additional Optional Aircraft Components, Seller reserves the right to modify the allowed time for performance of Completion Services. Such modification shall be made known to Buyer at the time of Buyer’s request to include these items and shall not exceed a maximum of 45 days.

III.

PRICE/PAYMENT SCHEDULE

1.

Payment Schedule — The Buyer shall pay to Sikorsky the Total Contract Price by wire transfer to Sikorsky’s to Account No. 57-56685 ABA No. 071-000013 SWIFT:FNBCUS44 at BANKONE N.A., 1 Bank One Plaza, Chicago,IL 60670 as follows:

a)

Advance Payment — For Firm Aircraft scheduled for delivery in 2002 or 2003, Buyer shall pay the amount listed in Table 1 for these aircraft on the date Buyer signs this Agreement. For 2004 and later aircraft, including aircraft under Option 1 or Option 2, this Advance Payment shall be due not later than September 15 of the year preceding delivery. For Option 1 Aircraft desired by Buyer for delivery in 2003, the option election and resultant Advance Payment due date is extended to December 31, 2002.

b)

Helicopter Payment — For all aircraft, a Helicopter Payment as defined in Table 1 shall become due when each Helicopter receives its Standard Airworthiness Certificate upon completion of baseline build and acceptance by Buyer.

c)

Completion Payment — For all aircraft, a Completion Payment is due on the date of Buyer’s acceptance of Completion Services on each aircraft. (If Buyer does not make itself available for presentation and acceptance of the Utility Helicopter, the Completion Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Utility Helicopter is ready for presentation and acceptance.) Such Completion Payment shall include all amounts due on each aircraft, to include the Completion Payment per Table 1 and any other adjustments made by amendment applicable to the aircraft. The Completion Payment may be in the form of a combination of cash via wire transfer, as well as title to one previously-owned Sikorsky-manufactured helicopter as provided under Section XI.

2.

Notwithstanding the payment terms in Paragraph 1 above, the price for each Helicopter shall be as defined in Table 2 below.

IV.

CONFIGURATION FINALIZATION

Each of these items shall be confirmed no later than 60 days prior to each Helicopter delivery and induction into completion services:

With regards to the first three aircraft (2002 deliveries only) these items shall be confirmed no later than one week after title transfer of the Helicopter.

V.

WARRANTIES

1.

Helicopter Airframe — Sikorsky warrants to Buyer that the Helicopter airframe sold hereunder will be free from defects in material and manufacture at the time of title transfer under normal use and service, provided that Sikorsky’s liability and Buyer’s remedy under this warranty are limited to the repair or replacement, at Sikorsky’s election, of Helicopter parts which are shown to Sikorsky’s reasonable satisfaction to have been thus defective and returned to Sikorsky within 1,500 operational hours after the first use or operation of the Helicopter upon which such Helicopter part(s) was originally installed, but in no event later than two (2) years after the date of acceptance of the Utility Helicopter by Buyer. A written notice of a warranty claim must be given promptly by Buyer to Sikorsky and, in no event later than sixty (60) days after Buyer’s discovery of a defect within the warranty period. Transportation charges for the return of such defective Helicopter parts to Sikorsky and their reshipment to Buyer and the risk of loss thereof will be borne by Sikorsky if returned in accordance with written shipping instructions from Sikorsky. Replacement (newly manufactured or repaired) Helicopter parts are warranted for the remainder of the applicable two (2) years or 1,500 hours original warranty period.

1.

Inasmuch as avionics and navigation equipment are usually warranted separately by their respective manufacturers, Sikorsky does not make any warranty whatsoever with respect to avionics and navigation equipment. However, if any such manufacturer does not have local facilities or representation for the processing of warranty claims, any warranty claim in connection with such equipment may be made directly to Sikorsky who, as a matter of accommodation, will process the claim on behalf of the Buyer to the appropriate manufacturer.

2.

Engines — Notwithstanding, the warranty in Paragraph 1 above, and in lieu of such warranty, the engine manufacturer’s warranty (a copy of which has been furnished to Buyer and which is incorporated herein by reference), is the warranty applicable to turbine engines installed in the Helicopter(s) and turbine engine parts sold hereunder.

3.

Title — Sikorsky warrants to Buyer that it will convey good title to the Helicopter(s) and Helicopter parts sold hereunder. Sikorsky’s liability and Buyer’s remedy under this warranty are limited to the removal of any title defect or at the election of Sikorsky to the replacement of the Helicopter or Helicopter parts thereof which are defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph 4 below.

4.

Patent Infringement — Sikorsky shall conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Buyer or any subsequent purchaser or user of the Helicopter(s) delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice of such claim, suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Buyer and defendant for such defense; (B) said Helicopter(s) is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the Helicopter(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or action is brought against Buyer or one expressly indemnified by Buyer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim, suit, or action or shall pay all damages excluding consequential damages and costs awarded by the court therein, and, if the use or resale of such Helicopter(s) is finally enjoined, Sikorsky shall, at Sikorsky’s option: (i) procure for defendant the right to use or resell the Helicopter(s), (ii) replace them with equivalent noninfringing Helicopter(s), (iii) modify them so they become noninfringing but equivalent, or (iv) remove them and refund the purchase price (less a reasonable allowance for use, damage, and obsolescence).

If a claim, suit, or action is based on a design or specification furnished by Buyer, or on the performance of a process not recommended in writing by Sikorsky, or on the use or sale of the Helicopter(s) or Helicopter parts delivered hereunder in combination with other Helicopter parts not delivered to Buyer by Sikorsky, Buyer shall indemnify and save Sikorsky harmless therefrom.

5.

Exclusive Warranties and Remedies — THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SIKORSKY’S OR ANY OF ITS AFFILIATE’S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR SUCH AFFILIATES.

VI.

STANDARD TERMS AND CONDITIONS

1.

Excusable Delays — Buyer acknowledges that the goods called for hereunder are to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather, or any other cause beyond the reasonable control of Sikorsky. To the extent that such causes actually retard deliveries on the part of Sikorsky, the time for Sikorsky’s performance shall be extended for as many days beyond the delivery date as are required to obtain removal of such causes. This provision shall not, however, relieve Sikorsky from using reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed.

2.

Inability Or Refusal To Pay — If Buyer is unable or refuses to make payment to Sikorsky in accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate this Agreement by giving to Buyer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and

Buyer shall reimburse Sikorsky for its termination costs and expenses and a reasonable allowance for profit. All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition, Sikorsky shall have the right to reduce and set-off against any amounts payable by Sikorsky to Buyer or against Buyer’s property in Sikorsky’s possession any indebtedness or other claim which Sikorsky may have against Buyer. The excess, if any, of such sums over the total termination amount shall be returned to the Buyer by Sikorsky.

3.

Taxes — In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes (including any sales and use tax, but not including Sikorsky’s income taxes), which may be imposed by any taxing authority arising from the sale, delivery or use of the Helicopter. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own behalf or that of the Buyer, Buyer shall pay all such taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. Buyer’s obligations under this Paragraph 3 shall survive delivery hereunder.

4.

Limitation Of Liability — With respect to any Helicopter, part or service purchased under this Agreement and alleged to be the direct or indirect cause of any loss or damage to the Buyer, the sum equal to the invoiced price of such Helicopter, part or service shall be the ceiling limit on Sikorsky’s or any of its affiliate’s liability whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof, or (ii) the design, manufacture, delivery, sale, repair, replacement, or any use of such Helicopter, or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages.

5.

Assignment/Construction/Merger — This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, but it may not be voluntarily assigned, wholly or in part, by either party hereto without the prior written consent of the other party. This Agreement shall be interprete