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

PROFESSIONAL STANDARDS

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”).

PURPOSE

The Company and the Association agree that it is in their mutual interest to promote the highest standards of professionalism among the Pilots of Emery Worldwide Airlines, Inc. To that end, the Company and the Association agree that the Association's Professional Standards Committee will assist in resolving disputes arising out of conflicts between Pilots which affect their professional interaction, and in seeking to remedy the conduct of Pilots that reflects unfavorably upon the Company and the profession. The Company and the Association recognize that Flight Operations Management's authority and responsibilities shall not in any way be altered by the terms of this Agreement.

The Company and the Association strongly support efforts to prevent and eliminate harassment, discrimination and other conduct contrary to law, Company policy and the Association's standards of professional conduct. In this regard, Pilots are encouraged to promptly report any such suspected violations in the manner provided by Company policy. The use of assistance provided by the Professional Standards Committee is entirely voluntary. It is not intended by the parties to serve as a substitute for, or to discourage use of, Company procedures for the reporting of violations.

PROCEDURE

When a professional standards problem is reported to the Company it may, at its sole discretion, refer such dispute to the Professional Standards Committee. Whenever the Company elects to refer a dispute to the Professional Standards Committee, the Committee shall have a period of thirty (30) days, or such other period as may be agreed by the Company and the Committee, during which to attempt to resolve the problem. During this period, the Company will not take any action unless further information becomes known which would alter the facts as understood by the Company at the time it made its referral.

At or before the end of the thirty (30) day (or other) period, the Professional Standards Committee shall informally confer with appropriate Company management and shall either inform the Company that the problem has been resolved or that the MEC Professional Standards Committee is unable to be of any further assistance. In the event the Professional Standards Committee reports that the problem has been resolved, the Company may, in its discretion, confirm with the participants in the dispute that they are satisfied with the resolution achieved by the Committee.

If the Committee reports or the Company determines that successful resolution of a problem has not been attained within the thirty (30) day (or other) period, the Company may take whatever action it deems appropriate and necessary to resolve the problem. In cases where the Company would elect to commence or continue disciplinary proceedings, the delay caused by the thirty (30) day (or other) period will not be raised by the Association as a defense, nor will the Company assert any failure of the Professional Standards Committee to arrive at a successful resolution as supporting its position.

The parties hereto acknowledge that the proceedings of the Professional Standards Committee must be and remain completely confidential.

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.