OUTLINE OF MEMBERSHIP TERMS


Alliance Aviation Group (“AAG”) has been established to assist small and
medium sized airlines and aircraft operators with the sourcing and purchasing
of consumables and rotables.

AAG acts as a purchasing facilitator for our members and we work to provide the
following benefits to our members:

 Preferred pricing
 Centralized purchasing
 Stable supply of consumables and rotables
 Asset management

We achieve our pricing objectives by pooling the purchasing power of small and
medium operators and by being able to guarantee increased purchase commitments
to the vendors by our members.  AAG does not place orders on behalf of behalf
of members, rather the members retain full control of the ordering process by
dealing directly with the vendors under the AAG umbrella.  AAG’s ability to
manage member assets is derived from years of experience in the aviationworking
with operators and support organizations in Europe, S.E. Asia and North america



Quote Dec 29 , 2006

 "HSI, working in conjunction with the Alliance Aviation Group Inc, is pleased
to offer S.-61 operators a valuable opportunity to purchase S61. parts at a
substantial discount. We are delighted to work with Alliance Aviation Group Inc
on their exciting new S-61 provisioning program. The program is simple,
transparent, and designed to leverage the collective purchasing power of the
S-61 operator community....."

We look forward to working with Alliance Aviation Group in this endeavor and the
receipt of your qualifying order no later than January 31, 2007.
Should you have any questions or concerns with regard to this program or if
operators would like independent confirmation of our cooperation, please feel
free to contact myself or Sam Mehta."

Sincerely yours.
HELICOPTER SUPPORT INC.
John Chimini
Executive Vice President
Helicopter Support Inc.





Fred Wells
Alliance Aviation Group
PH  001 604 946 6637
FAX 001 604 946 6647
Mobile 001 604 761 5059