ASSIGNMENT

THIS ASSIGNMENT is made on 12 December 2002

BETWEEN:

(1)      CALEDONIA INDUSTRIAL AND SERVICES LIMITED whose registered office is at
         Cayzer House, 30 Buckingham Gate, London, SW1E 6NN (the Assignor); and

(2)      CALEDONIA INVESTMENTS PLC whose registered office is at Cayzer House,
         30 Buckingham Gate, London, SW1E 6NN (the Assignee).

WHEREAS:

(A)      On 12 December 1996 the Assignor and Offshore Logistics Inc. (Offshore
         Logistics) (among others) entered into a master agreement (the Master
         Agreement).

(B)      On 19 December 1995 the Assignor and Offshore Logistics Inc entered
         into a supplemental agreement to the Master Agreement (the Contract).

(C)      Pursuant to an agreement dated 4 December 2002 between Assignor and
         Assignee (the Sale and Purchase Agreement), the Assignor sold its
         entire holding of Securities (as such term is defined in the Sale and
         Purchase Agreement) to the Assignee.

(D)      This Assignment is entered into pursuant to the Sale and Purchase
         Agreement.

IT IS AGREED:

1.       The Assignor hereby assigns and transfers to the Assignee the benefit
of all the Assignor's right, title, benefit and interest to, in and under the
Contract TO HOLD the same unto the Assignee absolutely, free and clear of all
mortgages, charges, pledges, liens, trusts, claims and other interests.

2.       The Assignor shall promptly give Offshore Logistics written notice of
this Assignment in the form set out in Schedule 1.

3.       The Assignor agrees to perform (or procure the performance of) all
further acts and things, and execute and deliver (or procure the execution and
delivery of) all such further documents as may be required by law or as may be
necessary or reasonably desirable to implement and/or give effect to this
Assignment, and as the Assignee may, from time to time, reasonably request for
the purpose of implementing this Assignment.

4.       This Assignment may be executed in any number of counterparts and by
the parties to it on separate counterparts, each of which is an original but all
of which together constitute one and the same instrument.



5.       A person who is not a party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Act of 1999 to enforce any of its terms.

6.       This Assignment and the relationship between the parties shall be
governed by, and interpreted in accordance with, English law.



IN WITNESS WHEREOF this Assignment has been executed on the date written above.