in the service of


as represented by







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.


It is mutually agreed and understood by and between the parties to this Letter of Agreement that:


1.      The Company will provide financial assistance in the form of a Tuition Reimbursement Program (“Program”) to those Professional Flight Engineers (PFE) who wish to achieve the qualifications for a First Officer position.  The use of the Program is intended to offset costs associated with obtaining Multi-Engine, Commercial, and Instrument Certificates. 


2.      The total available funds per calendar year for use in the Program will not exceed $100,000. A maximum of ten (10) PFE’s can be in the Program at any one time.


3.      Each participating PFE in the program will be reimbursed a maximum of $20,000 for tuition, fees and books associated with obtaining these Certificates which must be obtained within twenty-four (24) months of commencing this training. 


4.   Acceptance in the Program does not ensure a PFE of reimbursement, which is contingent upon the availability of funds in the Program.


5.   To be eligible to commence participation in the Program, a PFE must hold a current Private Pilots License and be age fifty-five (55) or younger.  No PFE will be upgraded into an FO position after they have reached the age of fifty-eight (58).  


6.   The Chief Pilot will manage and control the Program.  The initial approval of a PFE into the Program is the responsibility of the Chief Pilot, based on the following:


*        Seniority of the PFE

*        The PFE must hold a Private Pilots License


7.   Once accepted into the Program the PFE shall submit to the Chief Pilot for pre-approval:


*        Name and credentials of flight school requested.

*        Projected cost breakdowns and estimated beginning and completion dates.


The Chief Pilot may decline to pre-approve a flight school if it does not have experienced instructors, a formal training curriculum, or is not a program which can be completed in a reasonable time period or does not have a history of students successfully completing all their requirements for their certificates.


8.   Any non-approved flight school will not qualify for this Program.


9.   Any PFE who utilizes the Program shall be required to attempt an upgrade to the First Officer position as soon as he is qualified, his seniority allows, and a bid for that position is made available.


10. Should circumstances arise that would create a hardship at that particular time, the PFE attempting an upgrade may defer one opportunity.  This will be at the sole discretion of the Chief Pilot.  Should the PFE not attempt upgrade, he shall be responsible for repayment of all funds used.  In accordance with Article 11, Training, should the PFE’s attempt to upgrade result in failure to upgrade, he shall be responsible for repayment of all funds used.


11. Upon successful completion of a certification, the Company shall reimburse the PFE for costs associated with tuition, fees and books.  Receipts and documentation of successful completion will be submitted to the Chief Pilot for approval and reimbursement processing.


12. Any portion of tuition, books and/or other instruction costs, etc., paid by governmental programs is not eligible for reimbursement under the Program.




IN WITNESS WHEREOF, the parties hereto have signed this Letter of Agreement this __________ day of ____________________, 2000.





WITNESS:                                         FOR EMERY WORLDWIDE AIRLINES, INC.



______________________________            ____________________________________



WITNESS:                                         FOR THE AIR LINE PILOTS        

                                                            ASSOCIATION, INTERNATIONAL



______________________________            ____________________________________

                                                            Captain Duane E. Woerth, President



______________________________            ____________________________________