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

SAFETY COMMITTEE

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:

The Association and the Company will make every effort to cooperate in the area of safety activities. The Association will maintain an Air Safety Committee, to

include Pilots who have been trained in the investigation of aircraft accidents and incidents. The Committee and appropriate Company management personnel will meet from time to time to exchange information and confer on matters of mutual interest concerning flight safety. The Committee and appropriate management will seek to agree on standard procedures for coordinating their activities in the event of aircraft accidents and other air safety activities.

The Company will give every consideration to requests for release from flight duty for essential Committee activities as provided in the Parties' Letter of Agreement on Committee Activities.

This Letter of Agreement shall become effective upon date of signature and shall remain in effect concurrently with the Collective Bargaining Agreement.

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.