LETTER OF AGREEMENT

between

EMERY WORLDWIDE AIRLINES, INC.

and

THE AIR LINE PILOTS

in the service of

EMERY WORLDWIDE AIRLINES, INC.

as represented by

THE AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL

ALPA COMMITTEE ACTIVITIES

THIS LETTER OF AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between EMERY WORLDWIDE AIRLINES, INC. (hereinafter referred to as the "Company"), and the AIR LINE PILOTS in the service of EMERY WORLDWIDE AIRLINES, INC. as represented by the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL (hereinafter referred to as the "Association").

It is mutually agreed and understood by the Company and the Association by this Letter of Agreement that, pursuant to the applicable provisions of the Collective Bargaining Agreement, the Company and the Association Committees specified below shall meet and confer on areas of mutual concern. To that end, the parties hereby agree that either party may request a meeting, and that neither party will unreasonably fail to cooperate to schedule such a meeting. The Company shall grant reasonable requests for the release of Committee members for the purpose of attending such meetings.

For purposes of this Letter, it is agreed that Association Committees designated for the above activities are:

Negotiations

Training

Hotels

Scheduling

Safety

Professional Standards

This Letter of Agreement shall be effective as of as of the date of signing and shall remain in full force and effect concurrent with the Duration of Agreement Article of the Collective Bargaining Agreement between the parties

IN WITNESS WHEREOF, the parties hereto have signed this Letter of Agreement on

This _____day of__________________, 2000.

WITNESS: FOR EMERY WORLDWIDE

AIRLINES, INC.

WITNESS: FOR THE AIR LINE PILOTS IN

THE SERVICE OF EMERY

WORLDWIDE AIRLINES, INC.