<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                               ----------------
 
                                    FORM 8-K
 
                               ----------------
 
                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 19, 1996
 
                            OFFSHORE LOGISTICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)
 
                 0-5232                                72-0679819
        (COMMISSION FILE NUMBER)          (I.R.S. EMPLOYER IDENTIFICATION NO.)
 
224 Rue de Jean P.O. Box 5C, Lafayette,                   70505
                   LA                                  (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
                OFFICES)
 
                                 (318) 233-1221
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                                      N/A
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>
 

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
 
  On December 19, 1996, Offshore Logistics, Inc. ("OLOG") acquired 49% of the
common stock and a significant economic interest in Bristow Aviation Holdings
Limited ("Bristow"). Bristow is incorporated in England and holds all of the
outstanding shares in Bristow Helicopter Group Limited ("BHGL").
 
  Bristow was organized with three different classes of ordinary shares
(common stock) having disproportionate voting rights. Caledonia Investments
plc and its subsidiary, Caledonia Industrial & Services Limited,
(collectively, "Caledonia"), OLOG and Mr. Andreas K.L. Ugland of Oslo, Norway
(the "E.U. Investor"), a business affiliate of Bristow in a Norwegian
helicopter services company, own 49%, 49% and 2% respectively, of Bristow's
total outstanding ordinary shares, representing 37.5%, 37.5% and 25%,
respectively, of the total voting rights.
 
  OLOG, Caledonia, the EU Investor and Bristow entered into a shareholders'
agreement respecting, among other things, the composition of the board of
directors of Bristow. Under such agreement, Caledonia has the right to appoint
three directors, OLOG has the right to appoint two directors, the EU Investor
is appointed a director and the seventh director is appointed from Bristow's
management. On all matters coming before Bristow's board, Caledonia's
appointees has a total of five votes and the four other directors have one
vote each.
 
  These ownership and voting arrangements allow Bristow to satisfy The British
Civil Aviation Authority (the "CAA") requirements that qualified European
shareholders have majority ownership and control.
 
  OLOG paid (Pounds)80.2 million (approximately $132 million) in cash (funded
from existing OLOG cash balances and the proceeds of 6% Convertible
Subordinated Notes ("Notes") due 2003 and issued on December 17, 1996), $7.5
million of the Notes issued to Caledonia and 1,374,389 shares of Common Stock
issued to Caledonia and BHGL's management on December 19, 1996. In addition,
OLOG acquired (Pounds)5 million principal amount of BHGL's subordinated debt
for cash of approximately $8.9 million including accrued interest. Caledonia
received 1,300,000 shares of the Common Stock and BHGL's management received
74,389. OLOG provided Caledonia and BHGL's management with certain customary
registration rights under U.S. securities laws respecting the resale of their
shares of Common Stock (including the shares underlying the Notes issued to
Caledonia).
 
 
  In addition to its ownership of 49% of Bristow's outstanding ordinary shares
and (Pounds)5.0 million principal amount of Bristow's subordinated debt, OLOG
acquired (Pounds)91 million (approximately $150 million) principal amount of
subordinated unsecured loan stock (debt) of Bristow bearing interest at an
annual rate of 13.5% and payable semi-annually. Bristow has the right to defer
payment of interest on such debt until January 31, 2002. Any such deferred
interest would also accrue interest at an annual rate of 13.5%.
 
 
  So long as Caledonia has a significant interest in the shares of Common
Stock issued to it pursuant to the Master Agreement or maintains its voting
control of Bristow, Caledonia will have the right to nominate two persons to
the board of directors of OLOG and to replace any such directors so nominated.
Initially, Caledonia has nominated Peter N. Buckley, its Chairman, and
Jonathan H. Cartwright, Caledonia's Finance Director, to the OLOG board.
 
  Caledonia, OLOG and the EU Investor also entered into a put/call agreement
whereunder, upon giving specified prior notice, OLOG has the right to buy all
the Bristow shares held by Caledonia and the EU Investor, who, in turn, each
has the right to sell such shares to OLOG. Under current U.K. law, OLOG would
be required to find a qualified European investor to own any Bristow shares it
acquired under the put/call agreement. The agreement fixes the put/call price
of the shares at (Pounds)5.1 million (including (Pounds)4.9 million for
Caledonia's shares and (Pounds)0.2 million for the EU Investor's shares), plus
an additional amount equal to a compound annual return of 10% should either
Caledonia or the EU Investor elect to sell its shares to OLOG or 12% should
OLOG elect to buy such shares. OLOG has secured the fixed price of Caledonia's
Bristow shares with U.K. government securities and guarantee to Caledonia the
appropriate compound annual return thereon.
 
  OLOG will consolidate Bristow's results for financial reporting purposes.
The economic interests of Caledonia and the EU Investor in Bristow will be
limited, in effect, to the fixed put/call price for their respective shares
plus a compound annual return.
 
                                       1

<PAGE>
 
  Caledonia will receive management fees from Bristow for as long as Caledonia
owns its Bristow shares. Such management fees will be payable semiannually in
advance and will total (Pounds)500,000 for the first year, (Pounds)900,000 for
each of the second and third years and (Pounds)757,000 for each of the fourth
and fifth years. If OLOG exercises its right to buy Caledonia's Bristow shares
within the first five years following closing, then the full amount of the
management fees for the remainder of the five-year period will be payable to
Caledonia in a lump sum at the time of the purchase. If Caledonia exercises
its right to sell its Bristow shares to OLOG, then no management fees would be
payable after completion of the sale, unless (i) OLOG fails to purchase the
shares, (ii) Caledonia exercised its right to sell following a sale by OLOG of
its Bristow shares or (iii) OLOG is in breach of its obligations under the
shareholders' agreement. If, at the end of five years from closing, neither
the right to buy nor the right to sell has been exercised, then the management
fees payable for each of the following two years will equal (Pounds)500,000.
The EU Investor may also receive nominal management fees from Bristow as long
as he owns Bristow shares.
 
                                       2

<PAGE>
 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
 
  (a) Financial statements of business acquired
 
  The financial statements for the acquired business, Bristow Helicopter Group
Limited, for the periods required by Rule 3-05(b) of Regulation S-X are
attached hereto as Annex A.
 
  (b) Pro forma financial information
 
  The pro forma financial information required pursuant to Article 11 of
Regulation S-X is attached hereto as Annex B.
 
  (c) Exhibits
 
  2(l) Master Agreement dated December 12, 1996. The documents listed as
       "Annexures" in the Table of Contents of the Master Agreement are not
       included. The Registrant agrees to furnish supplementally a copy of
       any omitted Annexure to the Securitites and Exchange Commission upon
       request.
 
 

ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
 
  On December 19, 1996, the Registrant issued $7.5 million of the Convertible
Subordinated Notes due 2003 (the "Notes") to Caledonia in accordance with the
Bristow transaction discussed in Item 2 of this Form 8-K. The Notes are
convertible into common stock at any time on or after February 15, 1997, and
prior to the close of business on December 15, 2003, at a conversion price of
$22.86 per share, subject to adjustment in certain events. On such date, the
Registrant also issued 1,374,389 shares of Common Stock to Caledonia and BHGL's
management in the Bristow transaction. The Notes and Common Stock were issued
pursuant to Regulation S under the Securities Act of 1933. Caledonia agreed not
to make any disposition of its Notes or Common Stock in or into the United
States prior to January 29, 1997 and BHGL's management agreed not to make any
such dispositions of such Common Stock prior to January 29, 1998. Because two
representatives of Caledonia are members of the Board of Directors of the
Registrant, Caledonia may be deemed to be an "affiliate" of the Registrant.
 
                                       3

<PAGE>
 

                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
 
                                                OFFSHORE LOGISTICS, INC.
                                          _____________________________________
                                                      (Registrant)
 
 
Date  January 3, 1997                     By      /s/ George M. Small
                                          _____________________________________
                                                     George M. Small
                                                   Vice President and
                                                 Chief Financial Officer
 
                                       4

<PAGE>
 
 
 
 
                                    ANNEX A
 
                                       5

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                          INDEPENDENT AUDITORS' REPORT
 
The Stockholders'
Bristow Helicopter Group Limited
 
  We have audited the accompanying consolidated balance sheets of Bristow
Helicopter Group Limited as at 31 December 1995 and 1994, and the related
consolidated profit and loss accounts and cash flow statements for each of the
years in the three year period ended 31 December 1995. These consolidated
financial statements are the responsibility of the management of Bristow
Helicopter Group Limited. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
  We conducted our audit in accordance with generally accepted auditing
standards in the United Kingdom, which standards are substantially equivalent
to auditing standards generally accepted in the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
 
  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bristow
Helicopter Group Limited as at 31 December 1995 and 1994, and the results of
its operations and its cash flows for each of the years in the three year
period ended 31 December 1995, in conformity with generally accepted accounting
principles in the United Kingdom.
 
  Accounting principles generally accepted in the United Kingdom vary in
certain respects from accounting principles generally accepted in the United
States. Application of accounting principles generally accepted in the United
States would have affected results of operations for each of the years in the
three-year period ended 31 December 1995 and shareholders' funds as at 31
December 1995 and 1994, to the extent summarised in note 27 to the consolidated
financial statements.
 
KPMG
Gatwick, England
15 April 1996
 
                                       6

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                      CONSOLIDATED PROFIT AND LOSS ACCOUNT
              FOR THE YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
 

<TABLE>
<CAPTION>
                                 NOTE     1995          1994          1993
                                 ---- ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
<S>                              <C>  <C>           <C>           <C>
TURNOVER........................   2     144,212       143,316       174,279
                                        --------      --------      --------
  Other operating income........             115           390         1,346
  Raw materials and consumables.         (39,921)      (36,211)      (45,600)
  Staff costs...................   3     (52,123)      (55,124)      (58,670)
  Depreciation..................          (5,706)       (5,361)      (11,010)
  Other operating charges.......         (23,039)      (24,911)      (24,587)
                                        --------      --------      --------
OPERATING COSTS.................        (120,674)     (121,217)     (138,521)
                                        --------      --------      --------
OPERATING PROFIT................          23,538        22,099        35,758
  Profit on disposal of fixed
   assets.......................           5,999         1,107         1,684
                                        --------      --------      --------
PROFIT ON ORDINARY ACTIVITIES
 BEFORE INTEREST AND INVESTMENT
 RETURNS........................          29,537        23,206        37,442
  Loss from interests in
   associated undertakings......            (119)         (578)            6
  Amounts written off
   investments..................   8      (1,032)          133        (1,551)
  Profit on disposal of fixed
   asset investments............             --          1,240           --
  Other interest receivable and
   similar income...............             317           481         1,577
  Interest payable and similar
   charges......................   5     (12,646)      (12,948)      (16,294)
                                        --------      --------      --------
PROFIT ON ORDINARY ACTIVITIES
 BEFORE TAXATION................   4      16,057        11,534        21,180
  Tax on profit on ordinary
   activities...................   6      (5,300)       (2,936)       (1,567)
                                        --------      --------      --------
PROFIT ON ORDINARY ACTIVITIES
 AFTER TAXATION.................          10,757         8,598        19,613
  Minority interests............               2            20           (34)
                                        --------      --------      --------
RETAINED PROFIT FOR THE
 FINANCIAL YEAR.................  17      10,759         8,618        19,579
                                        ========      ========      ========
</TABLE>

 
  The turnover and profit were derived from continuing operations.
 
 
        The accompanying notes are an integral part of these statements.
 
                                       7

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                           CONSOLIDATED BALANCE SHEET
                          AT 31 DECEMBER 1995 AND 1994
 

<TABLE>
<CAPTION>
                                                NOTE     1995          1994
                                                ---- ------------- -------------
                                                     (Pounds)000'S (Pounds)000'S
<S>                                             <C>  <C>           <C>
FIXED ASSETS
  Tangible assets.............................    7      60,986        52,400
  Investments.................................    8       1,223           542
                                                       --------      --------
                                                         62,209        52,942
                                                       --------      --------
CURRENT ASSETS
  Stocks......................................    9       5,464         5,480
  Debtors.....................................   10      24,858        25,447
  Own shares..................................   22       1,221            88
                                                       --------      --------
                                                         31,543        31,015
CREDITORS--amounts falling due within one
 year.........................................   11     (41,253)      (52,196)
                                                       --------      --------
NET CURRENT LIABILITIES.......................           (9,710)      (21,181)
                                                       --------      --------
TOTAL ASSETS LESS CURRENT LIABILITIES.........           52,499        31,761
CREDITORS--amounts falling due after more than
 one year.....................................   11     (83,190)      (74,975)
PROVISION FOR LIABILITIES AND CHARGES.........   15     (19,513)      (16,369)
                                                       --------      --------
                                                        (50,204)      (59,583)
                                                       ========      ========
CAPITAL AND RESERVES
  Called up share capital.....................   16      10,000        10,000
  Share premium account.......................   17       3,338         3,338
  Goodwill write-off reserve..................   17    (111,845)     (110,461)
  Profit and loss account.....................   17      48,249        37,484
                                                       --------      --------
SHAREHOLDERS' FUNDS...........................          (50,258)      (59,639)
MINORITY INTEREST.............................               54            56
                                                       --------      --------
                                                        (50,204)      (59,583)
                                                       ========      ========
</TABLE>

 
 
 
 
 
 
        The accompanying notes are an integral part of these statements.
 
                                       8

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
               RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
                  YEARS ENDED 31 DECEMBER 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
                                            1995          1994          1993
                                        ------------- ------------- -------------
                                        (Pounds)000'S (Pounds)000'S (Pounds)000'S
<S>                                     <C>           <C>           <C>
Profit for the financial year.........      10,759         8,618        19,579
Goodwill written off on acquisitions
 of an associated undertaking.........      (1,384)          --            --
Goodwill written off on acquisition of
 a minority interest in a subsidiary
 undertaking..........................         --              6           --
Net acquisition expenses written off..         --            --            (18)
Exchange adjustment...................           6          (127)          (19)
                                           -------       -------       -------
Net addition to shareholders' funds...       9,381         8,497        19,542
Opening shareholders' funds...........     (59,639)      (68,136)      (87,678)
                                           -------       -------       -------
Closing shareholders' funds...........     (50,258)      (59,639)      (68,136)
                                           =======       =======       =======
 
                 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
 
<CAPTION>
                                            1995          1994          1993
                                        ------------- ------------- -------------
                                        (Pounds)000'S (Pounds)000'S (Pounds)000'S
<S>                                     <C>           <C>           <C>
Profit for the financial year.........      10,759         8,618        19,579
Exchange adjustment...................           6          (127)          (19)
                                           -------       -------       -------
                                            10,765         8,491        19,560
Prior period adjustment...............         --            --         (2,031)
                                           -------       -------       -------
  TOTAL GAINS AND LOSSES RECOGNISED
   FOR THE YEAR.......................      10,765         8,491        17,529
                                           =======       =======       =======
</TABLE>

 
 
 
        The accompanying notes are an integral part of these statements.
 
                                       9

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                        CONSOLIDATED CASH FLOW STATEMENT
                  YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
 

<TABLE>
<CAPTION>
                                 NOTES     1995          1994          1993
                                 ----- ------------- ------------- -------------
                                       (Pounds)000'S (Pounds)000'S (Pounds)000'S
<S>                              <C>   <C>           <C>           <C>
NET CASH INFLOW FROM OPERATING
 ACTIVITIES....................    18      28,828        24,223        49,877
RETURN ON INVESTMENTS AND SER-
 VICING OF FINANCE.............
Interest received..............               317           474         1,497
Interest paid..................           (10,176)      (10,438)      (14,183)
Interest element of finance
 lease rental payments.........              (184)          --            --
Dividends received from associ-
 ated undertakings.............               --            --              3
                                          -------       -------       -------
Net cash outflow from returns
 on investment and servicing of
 finance.......................           (10,043)       (9,964)      (12,683)
TAXATION
  UK corporation tax paid......            (8,105)       (4,322)       (3,904)
  Overseas tax paid............            (1,931)       (1,921)       (2,480)
                                          -------       -------       -------
TAX PAID.......................           (10,036)       (6,243)       (6,384)
Investing activities...........
  Purchase of tangible fixed
   assets......................            (8,666)      (12,846)       (2,779)
  Purchase of investment.......            (3,643)         (915)         (516)
  Aircraft disposal proceeds...             6,447         1,077         1,051
  Sale of other tangible fixed
   assets......................               156            53         4,413
  Sale of investments..........               --          1,241           --
                                          -------       -------       -------
Net cash (outflow)/inflow from
 investing activities..........            (5,706)      (11,390)        2,169
                                          -------       -------       -------
Net cash inflow/(outflow) be-
 fore financing................             3,043        (3,374)       32,979
FINANCING
  Amount repaid on borrowings..    19      (2,000)      (11,000)      (45,500)
  Repayment of capital elements
   of finance lease rentals....    19        (785)          --            --
  Expenses relating to new
   financing and acquisition of
   subsidiary undertakings.....               --            --            (18)
                                          -------       -------       -------
Net cash outflow from financ-
 ing...........................            (2,785)      (11,000)      (45,518)
                                          -------       -------       -------
Increase/(Decrease) in cash and
 cash equivalents..............    20         258       (14,374)      (12,539)
                                          =======       =======       =======
</TABLE>

 
        The accompanying notes are an integral part of these statements.
 
                                       10

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                NOTES (forming part of the financial statements)
 
1. ACCOUNTING POLICIES
 
  The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Group's financial
statements.
 
 Basis of preparation
 
  The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost accounting rules on a going
concern basis.
 
 Basis of consolidation
 
  The Group financial statements consolidate the accounts of Bristow Helicopter
Group Limited and its subsidiary undertakings (see note 25). These financial
statements are made up to 31 December 1995 and 1994. For associated
undertakings the Group includes its share of profits and losses in the
consolidated profit and loss account and its share of post acquisition
accumulated retained profits or deficits in the consolidated balance sheet.
 
  The consolidated financial statements are based on accounts of subsidiary
undertakings which are coterminous with those of the parent company and on
accounts of associated undertakings which are coterminous with or end no more
than three months before those of the parent company.
 
  Unless otherwise stated, the acquisition method of accounting has been
adopted. Under this method, the results of subsidiary and associated
undertakings acquired or disposed of in the period are included in the
consolidated profit and loss account from the date of acquisition or up to the
date of disposal. Goodwill arising on consolidation (representing the excess of
the fair value of the consideration given over the fair value of the separable
net assets acquired) is taken to a goodwill write-off reserve. Any excess of
the aggregate of the fair value of the separable net assets acquired over the
fair value of the consideration given (negative goodwill) is credited direct to
reserves.
 
  On the subsequent disposal or termination of a previously acquired business,
the profit or loss on disposal or termination is calculated after charging the
gross amount of any related goodwill previously taken to reserves.
 
  The amount of the profit for the financial year dealt with in the financial
statements of Bristow Helicopter Group Limited is disclosed in note 17 to these
accounts.
 
 Turnover
 
  Turnover represents total revenue receivable for the period exclusive of VAT
and intra-group transactions.
 
 Leased Assets
 
  Assets held under finance leases are treated as tangible fixed assets;
depreciation is provided over the estimated useful life of the assets and the
deemed capital element of future rentals is included under creditors. Deemed
interest, calculated on a reducing balance basis, is charged as interest
payable over the period of the lease.
 
  The rental costs arising from operating leases are charged against profit
before interest as they arise.
 
                                       11

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
1. ACCOUNTING POLICIES (continued)
 
 
 Depreciation of Tangible Fixed Assets
 
  Depreciation is provided at rates calculated to write off the cost of the
assets, less estimated residual value, either in the case of the Eurocopter
AS332L, the new Sikorsky S76A + and the Bell 214ST helicopters, on a flying
hour basis, or by equal instalments over their estimated useful economic life
as follows:--
 

<TABLE>
   <S>                                                         <C>
   Freehold buildings......................................... 0-40 years
   Freehold land.............................................. Not depreciated
   Long leasehold property.................................... over lease period
   Short leasehold property................................... over lease period
   Plant and equipment........................................ 3-10 years
   Vehicles................................................... 3-5 years
   Helicopters, aircraft and capital spares................... 8-15 years
</TABLE>

 
 Research and Development
 
  Research and Development expenditure is written off against profits in the
period in which it is incurred.
 
 Taxation
 
  The charge for taxation is based on the profit for the period and takes into
account taxation deferred because of timing differences between the treatment
of certain items for taxation and accounting purposes. Provision is made for
deferred tax only to the extent that it is probable that an actual liability
will crystallise.
 
 Provisions for Component Overhauls
 
  A provision for component overhauls is made on an hourly basis in respect of
the major components of all twin-engine helicopters and certain fixed wing
aircraft. Component overhauls in respect of the major components of single
engine helicopters and certain fixed wing aircraft are charged to trading
profit as costs are incurred.
 
 Foreign Currencies
 
  The trading results of overseas subsidiaries and associated companies are
translated into sterling at average exchange rates for the period.
 
  Assets and liabilities denominated in foreign currencies are translated into
sterling either at the rates ruling at the Balance Sheet date or, where there
are related forward foreign exchange contracts, at contract rates. Exchange
differences arising from the translation of the results of overseas
subsidiaries and associated companies at average rates, and the re-translation
of the opening net investments in overseas subsidiaries and associated
companies, are dealt with in Group reserves. All other exchange differences are
dealt with in the profit and loss account.
 
 Deep Discounted Loan Notes, Loan Stock and Term Loans
 
  The loans are stated in the Balance Sheet at cost plus accrued interest to
date.
 
  Interest is allocated to the Profit and Loss Account at a constant rate over
the term of the loan.
 
 Stocks
 
  Consumable spares and minor rotable stocks are stated at the lower of cost or
net realisable value.
 
                                       12

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
1. ACCOUNTING POLICIES (continued)
 
 
  Work in progress and stocks for resale are valued at the lower of cost,
inclusive of appropriate overheads, or net realisable value.
 
 Pension Costs
 
  The Group operates pension schemes providing benefits based on final
pensionable pay. The assets of the schemes are held separately from those of
the Group in an independently administered fund. Contributions to the scheme
are charged to the profit and loss account so as to spread the cost of pensions
over employees' working lives with the Group.
 
2. TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
 
  Segmental reporting as required by Statement of Standard Accounting Practice
No. 25 and analysis of turnover by geographical location and attributable
market as required by the Companies Act 1985 have not been included in these
financial statements as the Directors regard such disclosure as being seriously
prejudicial to the interests of the business.
 
3. EMPLOYEE INFORMATION
 
 Staff numbers
 
  The average number of persons employed by the Group (including directors)
during the year analysed by catagory, was as follows:
 

<TABLE>
<CAPTION>
                                                                    NUMBER
                                                                 OF EMPLOYEES
                                                               -----------------
                                                               1995  1994  1993
                                                               ----- ----- -----
   <S>                                                         <C>   <C>   <C>
   Operating staff............................................ 1,435 1,563 1,656
   Management and administration..............................   270   292   308
                                                               ----- ----- -----
                                                               1,705 1,855 1,964
                                                               ===== ===== =====
</TABLE>

 
 Staff costs
 

<TABLE>
<CAPTION>
                                          1995          1994          1993
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                <C>           <C>           <C>
   Staff costs for the above
    persons--
     Wages and salaries..............    45,145        47,870        51,546
     Social Security costs...........     3,119         3,349         3,169
     Other pension costs (see note
      24)............................     3,859         3,905         3,955
                                         ------        ------        ------
                                         52,123        55,124        58,670
                                         ======        ======        ======
</TABLE>

 
                                       13

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
3. EMPLOYEE INFORMATION (continued)
 
 
 Directors' remuneration
 

<TABLE>
<CAPTION>
                                          1995          1994          1993
                                      ------------- ------------- -------------
                                        (Pounds)      (Pounds)      (Pounds)
   <S>                                <C>           <C>           <C>
   Directors' emoluments for the
    year (including pension
    contributions)..................     536,498       382,904       714,414
   Consideration paid to third par-
    ties in respect of directors'
    services........................      48,954        48,954        48,240
                                         -------       -------       -------
                                         585,452       431,858       762,654
                                         =======       =======       =======
   Fees and other emoluments dis-
    closed above (excluding pension
    contributions) include amounts
    paid to:
     The Chairman...................      16,320        16,320        16,080
                                         =======       =======       =======
     The highest paid director......     319,936       206,433       318,567
                                         =======       =======       =======
 
  Directors' emoluments (excluding pension contributions) were within the
following ranges:
 
   (Pounds)      1 to
    (Pounds)  5,000.................           1           --            --
   (Pounds)  5,001 to
    (Pounds) 10,000.................         --              1           --
   (Pounds) 10,001 to
    (Pounds) 15,000.................           4             3             3
   (Pounds) 15,001 to
    (Pounds) 20,000.................         --              1             1
   (Pounds) 85,001 to
    (Pounds) 90,000.................         --              1           --
   (Pounds)135,001 to
    (Pounds)140,000.................           1           --            --
   (Pounds)145,001 to
    (Pounds)150,000.................         --            --              1
   (Pounds)155,001 to
    (Pounds)160,000.................         --            --              1
   (Pounds)205,001 to
    (Pounds)210,000.................         --              1           --
   (Pounds)315,001 to
    (Pounds)320,000.................           1           --              1
 
4. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
 
<CAPTION>
                                          1995          1994          1993
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                <C>           <C>           <C>
   Profit on ordinary activities be-
    fore taxation is stated after
    crediting:
     Profit on disposal of fixed as-
      set investments...............         --          1,240           --
     Rents receivable...............          68            70            70
   and after charging:
     Rentals paid under operating
      leases:
     --Aircraft hire................         659           820         1,400
     --Hire of plant and machinery..          71            59            70
     --Rentals of properties........         956           855           840
     Charitable donations...........          10             8             5
     Research and development expen-
      diture........................         --            261           332
     Remuneration of auditors:
     --Auditing the financial state-
      ments.........................         113           113           110
     --Other services...............          32            33            72
</TABLE>

 
                                       14

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
5. INTEREST PAYABLE AND SIMILAR CHARGES
 
 

<TABLE>
<CAPTION>
                                          1995          1994          1993
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                <C>           <C>           <C>
   On bank loans and overdrafts and
    other loans:
     Repayable within five years, by
      instalments....................     8,001         8,719        10,179
     Repayable wholly or partly in
      more than five years...........     4,037         4,037         6,039
                                         ------        ------        ------
                                         12,038        12,756        16,218
   Interest paid under finance
    leases...........................       272           --            --
   Other interest and similar
    charges..........................       336           192            76
                                         ------        ------        ------
                                         12,646        12,948        16,294
                                         ======        ======        ======
</TABLE>

 
6. TAXATION
 

<TABLE>
<CAPTION>
                                           1995          1994          1993
                                       ------------- ------------- -------------
                                       (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                 <C>           <C>           <C>
   United Kingdom corporation tax at
    33% on the profit for the year on
    ordinary activities
     Corporation tax--current year...      2,346           390         7,300
           --prior year..............       (204)           93          (970)
     Overseas tax--current year......      1,973         1,592         2,205
                                          ------        ------        ------
                                           4,115         2,075         8,535
   Double tax relief.................     (1,852)       (1,432)       (1,861)
   Deferred taxation--current year...      2,988         2,395        (1,761)
          --prior year...............        (79)          (75)       (3,351)
   Associated undertakings...........        128           (27)            5
                                          ------        ------        ------
                                           5,300         2,936         1,567
                                          ======        ======        ======
</TABLE>

 
  The charge for taxation on the profit on disposal of fixed assets in the year
was (Pounds)1,427,250 (years ended 31 December 1994 and 1993--(Pounds)354,746
and (Pounds)446,912 respectively).
 
                                       15

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
7. TANGIBLE ASSETS
 

<TABLE>
<CAPTION>
                                                            PLANT
                                                          EQUIPMENT
                                  LAND AND                   AND
                                  BUILDINGS   AIRCRAFT*   VEHICLES      TOTAL
                                 ----------- ----------- ----------- -----------
                                 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
<S>                              <C>         <C>         <C>         <C>
Cost
At 1 January 1994...............   13,163      138,629     46,211      198,003
Exchange adjustments............       19          --         (11)           8
Additions.......................      933       10,636      1,277       12,846
Disposals.......................       (2)      (2,020)    (1,057)      (3,079)
                                   ------      -------     ------      -------
At 31 December 1994.............   14,113      147,245     46,420      207,778
Exchange adjustments............      (12)         --          (7)         (19)
Additions.......................       13       13,422      1,475       14,910
Disposals.......................      (96)      (4,423)    (1,274)      (5,793)
                                   ------      -------     ------      -------
At 31 December 1995.............   14,018      156,244     46,614      216,876
                                   ======      =======     ======      =======
Depreciation
At 1 January 1994...............    7,571      105,277     40,231      153,079
Exchange adjustments............       11          --         (18)          (7)
Charge for the period...........      390        3,065      1,906        5,361
Disposals.......................       (1)      (2,020)    (1,034)      (3,055)
                                   ------      -------     ------      -------
At 31 December 1994.............    7,971      106,322     41,085      155,378
Exchange adjustments............       (6)         --           1           (5)
Charge for the period...........      377        3,713      1,616        5,706
Disposals.......................      (72)      (3,900)    (1,217)      (5,189)
                                   ------      -------     ------      -------
At 31 December 1995.............    8,270      106,135     41,485      155,890
                                   ======      =======     ======      =======
Net book value
At 31 December 1994.............    6,142       40,923      5,335       52,400
                                   ======      =======     ======      =======
At 31 December 1995.............    5,748       50,109      5,129       60,986
                                   ======      =======     ======      =======
</TABLE>

- --------
*  The Net Book Value of aircraft at 31 December 1995 includes
   (Pounds)8,929,835 in respect of aircraft acquired under finance leases
   (1994: (Pounds)3,075,656). Aircraft depreciation for the year to 31 December
   1995 includes (Pounds)390,378 relating to these aircraft (1994:
   (Pounds)152,735). Aircraft additions in the year includes payments on
   account totalling (Pounds)7,025,484.
 

<TABLE>
<CAPTION>
                                                         31 DECEMBER 31 DECEMBER
                                                            1995        1994
                                                         ----------- -----------
                                                         (Pounds)000 (Pounds)000
   <S>                                                   <C>         <C>
   The net book value of land and buildings comprises:
   Freehold............................................     3,065       3,151
   Leases with 50 years or more unexpired..............     1,063       1,076
   Leases with less than 50 years unexpired............     1,620       1,915
                                                            -----       -----
                                                            5,748       6,142
                                                            -----       -----
   Freehold land and buildings not depreciated included
    in above totals....................................     1,885       1,890
                                                            =====       =====
</TABLE>

 
                                       16

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
8. INVESTMENTS
 

<TABLE>
<CAPTION>
                                       ASSOCIATED
                                      UNDERTAKINGS          OTHER
                                 -----------------------  UNLISTED
                                   SHARES       LOANS    INVESTMENTS    TOTAL
                                 ----------- ----------- ----------- -----------
                                 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
<S>                              <C>         <C>         <C>         <C>
Cost
At 1 January 1994..............       554         --         958        1,512
Additions......................       220         665         30          915
Disposals......................       --          --          (1)          (1)
Share of current period losses.      (609)        --         --          (609)
                                   ------       -----        ---       ------
At 31 December 1994............       165         665        987        1,817
Exchange adjustments...........       (23)        --         --           (23)
Additions......................     2,584       1,059        --         3,643
Goodwill written off on acqui-
 sition........................    (1,384)        --         --        (1,384)
Transfer to associated under-
 taking........................        20         --         (20)         --
Share of current period losses.      (247)        --         --          (247)
                                   ------       -----        ---       ------
At 31 December 1995............     1,115       1,724        967        3,806
                                   ------       -----        ---       ------
Provisions
At 1 January 1994..............       516         --         407          923
Provided (released) during the
 period........................      (381)        665         68          352
                                   ------       -----        ---       ------
At 31 December 1994............       135         665        475        1,275
Provided during the period.....       182       1,059         67        1,308
                                   ------       -----        ---       ------
At 31 December 1995............       317       1,724        542        2,583
                                   ------       -----        ---       ------
Net book value
At 31 December 1994............        30         --         512          542
                                   ------       -----        ---       ------
At 31 December 1995............       798         --         425        1,223
                                   ------       -----        ---       ------
</TABLE>

 
  The net charge to the profit and loss account of (Pounds)1,032,000 (1994:
(Pounds)133,000) in respect of provisions against investments represents a
charge of (Pounds)1,308,000 (1994: (Pounds)352,000) included above and a
reduction in amounts included within creditors falling due within one year of
(Pounds)276,000 (1994: (Pounds)485,000).
 
                                       17

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
8. INVESTMENTS (continued)
 
  The principal subsidiary undertakings and associated undertakings at 31
December 1995 are shown in note 25.
 
  Bristow Helicoptors Inc. and Bristow Helicopters Australia Pty. Ltd., have
been treated as subsidiary undertakings due to the dominant influence of the
Group over their affairs. During 1995 year the Group purchased an investment in
Irish Helicopters Limited as part of a joint venture arrangement, which is
accounted for as an associate.
 
 
9. STOCKS
 

<TABLE>
<CAPTION>
                                             31 DECEMBER 1995 31 DECEMBER 1994
                                             ---------------- ----------------
                                              (Pounds)000'S    (Pounds)000'S
   <S>                                       <C>              <C>
   Consumable spares, minor rotable spares
    and fuel................................      5,045            5,182
   Work in progress and stock for resale....        419              298
                                                  -----            -----
                                                  5,464            5,480
                                                  =====            =====
</TABLE>

 
10. DEBTORS due within one year
 

<TABLE>
<CAPTION>
                                               31 DECEMBER 1995 31 DECEMBER 1994
                                               ---------------- ----------------
                                                (Pounds)000'S    (Pounds)000'S
   <S>                                         <C>              <C>
   Trade debtors..............................      20,428           21,960
   Amounts due from associated undertakings...       1,312              300
   Other debtors..............................       1,081            1,095
   Prepayments and accrued income.............       1,803            1,812
                                                    ------           ------
                                                    24,624           25,167
                                                    ------           ------
   --Amounts due after more than one year
   Prepayments and accrued income.............         234              280
                                                    ------           ------
                                                    24,858           25,447
                                                    ======           ======
</TABLE>

 
11. CREDITORS
 

<TABLE>
<CAPTION>
                                               31 DECEMBER 1995 31 DECEMBER 1994
                                               ---------------- ----------------
                                                (Pounds)000'S    (Pounds)000'S
   <S>                                         <C>              <C>
   --Amounts falling due within one year
   Bank loan and overdrafts (see note 12)....        9,566           12,843
   Obligations under finance leases (see note
    13)......................................          431              --
   Payments received on account..............          522              623
   Trade creditors...........................       17,207           16,239
   Corporation tax...........................        4,186           11,849
   Other taxes and social security...........        1,678            1,311
   Other creditors...........................        4,326            6,076
   Accruals and deferred income..............        3,337            3,255
                                                    ------           ------
                                                    41,253           52,196
                                                    ======           ======
</TABLE>

 
 
                                       18

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 

<TABLE>
<CAPTION>
                                               31 DECEMBER 1995 31 DECEMBER 1994
                                               ---------------- ----------------
                                                (Pounds)000'S    (Pounds)000'S
   <S>                                         <C>              <C>
   --Amounts falling due after more than one
    year
   Bank loans and overdrafts (see note 12)...       24,895           24,099
   Obligations under finance leases (see note
    13)......................................        5,028              --
   Series A Guaranteed Deep Discount Loan
    Note 1997 (12.89%).......................       16,556           14,667
   Series B Guaranteed Deep Discount Loan
    Note 1998 (12.36%).......................        9,738            8,667
   Unsecured subordinated loan stock (see
    note 14).................................       26,973           27,542
                                                    ------           ------
                                                    83,190           74,975
                                                    ======           ======
</TABLE>

 
12. BANK LOANS AND OVERDRAFTS
 

<TABLE>
<CAPTION>
                                               31 DECEMBER 1995 31 DECEMBER 1994
                                               ---------------- ----------------
                                                (Pounds)000'S    (Pounds)000'S
   <S>                                         <C>              <C>
   Bank overdraft.............................       1,326            1,584
   Term loan..................................      33,135           35,358
                                                    ------           ------
                                                    34,461           36,942
                                                    ======           ======
   Wholly repayable by instalments:
     Due within one year......................       9,566           12,843
     Due between one and five years...........      24,895           24,099
                                                    ------           ------
                                                    34,461           36,942
                                                    ======           ======
</TABLE>

 
  The Term Loan is repayable by instalments up to 5 years. The interest rate
attaching to the loan is linked to the London Inter-Bank Offered Rate (LIBOR)
plus a variable margin, limited to a maximum rate of 12.6% on the first
(Pounds)36m.
 
  The average rate of interest charged to the profit and loss account is
12.19%.
 
  The Term Loan is secured and details of its security are outlined in note 23.
 
13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS
 

<TABLE>
<CAPTION>
                                              31 DECEMBER 1995 31 DECEMBER 1994
                                              ---------------- ----------------
<S>                                           <C>              <C>
Obligations under finance leases fall due as
 follows:
  Within one year...........................         431             --
  Within two to five years..................       2,623             --
  Over five years...........................       2,405             --
                                                   -----             ---
                                                   5,459             --
                                                   =====             ===
</TABLE>

 
                                       19

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS (continued)
 
 
  Annual commitments under non-cancellable operating leases are as follows:
 

<TABLE>
<CAPTION>
                                LAND AND BUILDINGS                 PLANT AND MACHINERY
                         --------------------------------- ------------------------------------
                         31 DECEMBER 1995 31 DECEMBER 1994 31 DECEMBER 31 1995 31 DECEMBER 1994
                         ---------------- ---------------- ------------------- ----------------
                          (Pounds)000'S    (Pounds)000'S      (Pounds)000'S     (Pounds)000'S
                         ---------------- ---------------- ------------------- ----------------
<S>                      <C>              <C>              <C>                 <C>
Operating leases which
 expire:
  Within one year.......        17               73                573               --
  Within two to five
   years................       132              103                 20               500
  Over 5 years..........       837              811                 21                21
                               ---              ---                ---               ---
                               986              987                614               521
                               ===              ===                ===               ===
</TABLE>

 
14. LOAN STOCK

<TABLE>
<CAPTION>
                                             31 DECEMBER 1995 31 DECEMBER 1994
                                             ---------------- ----------------
                                              (Pounds)000'S    (Pounds)000'S
<S>                                          <C>              <C>
Repayable by instalments in more than five
 years:
  Unsecured subordinated loan stock.........      26,973           27,542
                                                  ======           ======
</TABLE>

 
  The unsecured subordinated loan stock is repayable in four equal annual
instalments commencing on 7 November 1998. The rates of interest range from
9.4% to 18.8%, the latter rate becoming effective in respect of a proportion of
the loan stock with effect from 1 July 1993 and to the entirety of the loan
stock with effect from 1 January 1994.
 
 The average rate of interest charged to the profit and loss account is 16.5%.
 
15. PROVISION FOR LIABILITIES AND CHARGES

<TABLE>
<CAPTION>
                                        TAXATION      COMPONENT
                                        INCLUDING     OVERHAULS
                                        DEFERRED      AND SELF
                                        TAXATION    INSURED RISKS     TOTAL
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                <C>           <C>           <C>
   At 1 January 1994.................     2,051        12,591        14,642
   Utilised during year..............       --         (5,607)       (5,607)
   Charge for the year in the profit
    and loss account.................     2,320         5,014         7,334
                                          -----        ------        ------
   At 31 December 1994...............     4,371        11,998        16,369
   Utilised during year..............       --         (3,501)       (3,501)
   Charge for the year in the profit
    and loss account.................     2,910         3,735         6,645
                                          -----        ------        ------
   At 31 December 1995...............     7,281        12,232        19,513
                                          =====        ======        ======
</TABLE>

 
  The amounts provided and not provided for deferred taxation are set out
below:
 

<TABLE>
<CAPTION>
                                  31 DECEMBER 1995            31 DECEMBER 1994
                             --------------------------- ---------------------------
                               PROVIDED     UNPROVIDED     PROVIDED     UNPROVIDED
                             ------------- ------------- ------------- -------------
                             (Pounds)000'S (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                       <C>           <C>           <C>           <C>
   Difference between accu-
    mulated depreciation
    and amortisation and
    capital allowances.....     10,002          --           8,348          --
   Corporation tax on
    chargeable gain rolled
    over...................      1,384          --           1,041          --
   Interest equalisation
    and other timing dif-
    ferences...............     (4,105)         --          (5,018)         --
                                ------         ----         ------         ----
                                 7,281          --           4,371          --
                                ======         ====         ======         ====
</TABLE>

 
 
  The amounts provided are for other short term timing differences. All
liabilities for deferred taxation have been provided for.
 
                                       20

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
16. SHARE CAPITAL
 

<TABLE>
<CAPTION>
                                                      31 DECEMBER   31 DECEMBER
                                                     ------------- -------------
                                                         1995          1994
                                                         ----          ----
                                                     (Pounds)000'S (Pounds)000'S
   <S>                                               <C>           <C>
   Authorised
     90,000,000 "A' Ordinary shares of 5p each......     4,500         4,500
     90,000,000 "B' Ordinary shares of 5p each......     4,500         4,500
     20,000,000 "C' Ordinary shares of 5p each......     1,000         1,000
                                                        ------        ------
                                                        10,000        10,000
                                                        ======        ======
   Allotted, called up and fully paid
     90,000,000 "A' Ordinary shares of 5p each......     4,500         4,500
     90,000,000 "B' Ordinary shares of 5p each......     4,500         4,500
     20,000,000 "C' Ordinary shares of 5p each......     1,000         1,000
                                                        ------        ------
                                                        10,000        10,000
                                                        ======        ======
</TABLE>

 
17. RESERVES
 

<TABLE>
<CAPTION>
                                                                     GOODWILL
                                                        PROFIT       WRITE-OFF
                                       SHARE PREMIUM   AND LOSS       RESERVE
                                       ------------- ------------- -------------
                                       (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                                 <C>           <C>           <C>
   At 1 January 1994.................     13,138        28,993       (110,467)
   Capitalization of shares for bonus
    issue............................     (9,800)          --             --
   Exchange adjustment...............        --           (127)           --
   Profit for the year...............        --          8,618            --
   Acquisition of subsidiary.........        --            --               6
                                          ------        ------       --------
   At 31 December 1994...............      3,338        37,484       (110,461)
   Exchange adjustment...............        --              6            --
   Profit for the year...............        --         10,759            --
   Acquisition of associate..........        --            --          (1,384)
                                          ------        ------       --------
   At 31 December 1995...............      3,338        48,249       (111,845)
                                          ======        ======       ========
</TABLE>

 
  The balance on the "Goodwill Write-off Reserve" represents the cumulative
goodwill written off to reserves on the acquisition of subsidiary and associate
undertakings up to 31 December 1995.
 
  The Group share of associated companies' reserves included in the above is
(Pounds)141,540.
 
                                       21

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
18. NET CASH INFLOW FROM OPERATING ACTIVITIES
 

<TABLE>
<CAPTION>
                                YEAR ENDED       YEAR ENDED       YEAR ENDED
                             31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
                             ---------------- ---------------- ----------------
                              (Pounds)000'S    (Pounds)000'S    (Pounds)000'S
   <S>                       <C>              <C>              <C>
   Operating profit.........      23,538           22,099           35,758
   Depreciation charge......       5,706            5,361           11,010
   Net (loss)/profit of
    associates and
    minorities..............        (119)            (578)               6
   Decrease/(increase) in
    stocks..................          16             (619)             778
   (Increase)/decrease in
    debtors.................        (544)           1,575            2,147
   Increase/(decrease) in
    creditors and
    provisions..............         211           (3,469)             180
   Exchange movement........          20             (146)              (2)
                                  ------           ------           ------
   Net cash inflow from
    operating activities....      28,828           24,223           49,877
                                  ======           ======           ======
</TABLE>

 
19. NET CASH FLOW FROM FINANCING

<TABLE>
<CAPTION>
                                                                    OBLIGATIONS
                                                                   UNDER LEASES
                                                                     AND HIRE
                                    SHARE CAPITAL                    PURCHASE
                                 (INCLUDING PREMIUM)     LOANS       CONTRACTS
                                 ------------------- ------------- -------------
                                    (Pounds)000'S    (Pounds)000'S (Pounds)000'S
   <S>                           <C>                 <C>           <C>
   Balance at 1 January 1993...        13,356           137,407          --
   Net cash outflow from fi-
    nancing during the year....           (18)          (45,500)         --
   Movement on interest
    accruals...................           --              3,168          --
                                       ------           -------        -----
   Balance at 31 December 1993.        13,338            95,075          --
   Net cash outflow from fi-
    nancing during the year....           --            (11,000)         --
   Movements on interest
    accruals...................           --              2,159          --
                                       ------           -------        -----
   Balance at 31 Decmeber 1994.        13,338            86,234          --
   Inception of finance lease
    contracts..................           --                --         6,244
   Net cash outflows from
    financing during the year..           --             (2,000)         --
   Capital element of finance
    lease rental payments......           --                --          (785)
   Movement on interest
    accruals...................           --              2,168          --
                                       ------           -------        -----
   Balance at 31 December 1995.        13,338            86,402        5,459
                                       ======           =======        =====
</TABLE>

 

<TABLE>
<CAPTION>
                             31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
                             ---------------- ---------------- ----------------
                              (Pounds)000'S    (Pounds)000'S    (Pounds)000'S
   <S>                       <C>              <C>              <C>
   Loans comprise:
   Bank loans and overdraft
    due within one year.....       9,566           12,843           10,930
   Less bank overdraft......      (1,326)          (1,584)             --
   Creditors due after more
    than one year...........      78,162           74,975           84,145
                                  ------           ------           ------
                                  86,402           86,234           95,075
                                  ======           ======           ======
</TABLE>

 
                                       22

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
 
20. CASH AND CASH EQUIVALENTS
 
  Analysis of changes in cash and cash equivalents during the year:
 

<TABLE>
<CAPTION>
                                      31 DECEMBER   31 DECEMBER   31 DECEMBER
                                         1995          1994          1993
                                     ------------- ------------- -------------
                                     (Pounds)000'S (Pounds)000'S (Pounds)000'S
   <S>                               <C>           <C>           <C>
   Group
   Opening Balance..................    (1,584)        12,790        25,329
   Net cash inflow/(outflow) before
    adjustments for the effect of
    foreign exchange rate changes...       258        (14,267)      (12,456)
   Effect of foreign exchange rate
    changes.........................       --            (107)          (83)
                                        ------        -------       -------
   Balance of cash at bank and in
    hand/(bank overdraft) at 31
    December........................    (1,326)        (1,584)       12,790
                                        ======        =======       =======
</TABLE>

 
21. CAPITAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                      31 DECEMBER   31 DECEMBER
                                                         1995          1994
                                                     ------------- -------------
                                                     (Pounds)000'S (Pounds)000'S
   <S>                                               <C>           <C>
   Group
   Contracted but not yet delivered.................       24          4,287
   Authorised but not contracted....................      842          1,934
                                                          ---          -----
                                                          866          6,221
                                                          ===          =====
</TABLE>

 
22. OWN SHARES
 
  The Group set up an Employee Share Scheme shortly after the management buyout
of the Group in November 1991 to enable employees to acquire shares in the
Group. The shares are held on behalf of the participating employees by Bristow
Nominees Limited, which acts at all times in accordance with the provisions of
the Trust Deed and Rules of the Employee Share Scheme.
 
  The amount shown as "Own shares" under current assets in the balance sheet at
31 December 1995 of (Pounds)1,221,000 (at 31 December 1994--(Pounds)88,000)
represents the outstanding loan to Bristow Nominees Limited used to finance the
repurchase of shares from leavers at the prevailing valuation. The total number
of "C" ordinary shares of 5p each held by Bristow Nominees Limited at 31
December 1995 was 13,190,000.
 
23. CONTINGENT LIABILITIES
 
  The Company is party to an agreement dated 7 November 1991, guaranteeing the
obligations of the Company and its subsidiary undertakings and charging its
undertakings and property as security for such guarantees or obligations which
have arisen or may arise pursuant to the bank loans and overdrafts, revolving
and guarantee facilities, provided to the Company and its subsidiary
undertakings by National Westminister Bank plc., The Governor and Company of
the Bank of Scotland and 3i Group plc. On 31 December 1995 the amount due under
the revolving and guarantee facilities was (Pounds)1.9 million (1994--
(Pounds)3.0 million).
 
24. PENSION SCHEME
 
  The Group pension schemes commenced on 31 January 1992. Prior to this date
employees were members of pension schemes operated by The Bricom Group Limited.
Independent actuaries have confirmed that the schemes were fully funded at the
date of transfer from the Bricom Group Schemes to the Bristow Group Schemes and
established the contribution rates to be adopted.
 
                                       23

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
 
  The Group pension schemes provide benefits based on final pensionable
earnings. The assets of the schemes are held in separate trustee administered
funds and contributions are invested independently of the Group's assets. The
schemes are of the defined benefit type funded by contributions partly from
employees and partly from Group companies at rates determined by independent
actuaries on the basis of triennial valuations. The last actuarial assessment
of the schemes was at 31 March 1995 which showed the market value of the
schemes assets was (Pounds)76.7m. The level of funding being the actuarial
value of assets expressed as a percentage of the benefits accrued to members,
after allowing for future salary increases, was 96.7% at 31 March 1995. On the
preliminary advice of the actuary, the Group has increased the employers
contributions by a further one percent from 1 April 1995 to commence the
elimination of this deficit.
 
  The main actuarial assumptions used to determine the level of contributions
are that the long term annual rate of return on investments would be 2.75% in
excess of annual increases in pensionable earnings and 5.5% in excess of annual
increases to pensions.
 
  The charge for providing pension benefit for the year to 31 December 1995 was
(Pounds)3,859,429 (31 December 1994--(Pounds)3,905,353).
 
                                       24

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
25. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS
 

<TABLE>
<CAPTION>
                                                 COUNTRY OF
                                                INCORPORATION SHARES HELD
   SUBSIDIARY UNDERTAKINGS                      REGISTRATION     CLASS    % HELD
   -----------------------                      ------------- ----------- ------
   <S>                                          <C>           <C>         <C>
   Bristow Aviation Ltd........................   England     Ordinary     100
   Bristow Helicopters Ltd.....................   England     Ordinary     100
                                                              5% Non-
                                                              cumulative
                                                              preference   100
   Bristow Helicopters (Eastern) Ltd...........   England     Ordinary     100
   Bristow Helicopters (International) Ltd.....   England     Ordinary     100
                                                              Preference   100
   Bristow Helicopters Australia Pty. Ltd......   Australia   Ordinary      49
   Bristow Helicopters Inc.....................   U.S.A.      Ordinary     Nil
                                                              Non-voting   100
   Bristow Helicopters Malaysia Sdn. Bhd.......   Malaysia    Ordinary     100
   British Executive Air Services Ltd..........   England     Ordinary     100
   Bitsystem Ltd...............................   England     Ordinary     100
   British Island Airways (Guernsey) Ltd.......   Guernsey    Ordinary     100
   Caledonian Helicopters Ltd..................   England     Ordinary     100
   Helicopter Rentals Ltd......................   Bermuda     Ordinary     100
   Oxford Heli-Services Ltd....................   England     Ordinary     100
   PT Bristow Masayu Helicopters...............   Indonesia   Ordinary      80
   Bristow Helicopters Singapore Pte. Ltd. ....   Singapore   Ordinary     100
   United Helicopters Ltd......................   England     Ordinary     100
   Air Service Training Ltd....................   England     Ordinary     100
   Irish Helicopters Ltd                          Ireland     Ordinary      51
<CAPTION>
   ASSOCIATED UNDERTAKINGS
   -----------------------
   <S>                                          <C>           <C>         <C>
   Bristow Helicopters (Nigeria) Ltd...........   Nigeria     Ordinary     40
   Bristow Caribbean Ltd.......................   Trinidad    Ordinary     40
   Norsk Helikopter A.S........................   Norway      Ordinary     49
   Holitalia SpA...............................   Italy       Ordinary     33
</TABLE>

 
  All the companies in the Group provide services connected with air transport.
 
 
26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
 
  The financial statements are prepared in accordance with accounting
principles generally accepted in the United Kingdom ("UK GAAP") which differ in
certain respects from those generally accepted in the United States ("US
GAAP"). The significant areas of difference affecting the financial statements
of Bristow Helicopter Group Limited are described below.
 
 (a) Goodwill
 
  Under UK GAAP Bristow sets off goodwill arising on consolidation directly
against retained earnings in the year of acquisition. Under US GAAP, goodwill
arising on consolidation is capitalised on the balance sheet and then amortized
over its useful life. Having considered all the relevant factors, Bristow have
determined the expected useful life of goodwill to be 25 years.
 
                                       25

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (continued)
 
 (b) Deferred taxation
 
  Under UK GAAP Bristow provides for deferred taxation using the liability
method on all material timing differences to the extent that it is considered
probable that the liabilities will crystallise in the foreseeable future. Under
US GAAP as set out in Statement of Financial Accounting Standards ("FAS") No
109 "Accounting for Income Taxes", deferred taxation is provided for all
temporary differences on a full liability basis.
 
 (c) Pensions
 
  Under UK GAAP Bristow accounts for pension costs in accordance with Statement
of Standard Accounting Practice (SSAP) 24 on a long-term basis, spreading the
expected pension costs over the service lives of employees, using assumptions
as advised by an independent actuary.
 
  Under US GAAP, in accordance with FAS 87, "Employers' Accounting for
Pensions" the cost of providing pensions is attributed to periods of service in
accordance with the benefit formulas underlying the pension plans. The
resultant projected benefit obligation is matched against the current value of
the underlying plan assets and any unrecognised actuarial gains and losses in
determining the pension cost or credit for the year.
 
 (d) Own share
 
  Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees
Limited used to finance the repurchase of shares from leavers as "Own shares"
under current assets.
 
  Under US GAAP such loan would be presented as a reduction of shareholders'
funds.
 
 (e) Statement of cash flows
 
  Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, investing activities
and financing activities. Under US GAAP, cash flow activities are reported as
operating activities, investing activities and financing activities. Cash flows
from taxation and returns on investments and servicing of finance would, with
the exception of dividends paid and cost of financing, be included as operating
activities. The payment of dividends and cost of financing would be included
under financing activities.
 
  Under UK GAAP, cash and cash equivalents include bank loans and overdrafts
repayable within three months from the date of the advance. Under US GAAP such
cash flow activities are included under financing activities.
 
 
                                       26

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
27. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
THE UNITED KINGDOM AND THE UNITED STATES.
 
 
  The approximate effects of the differences between UK GAAP and US GAAP on net
income and shareholders' funds are as follows:
 

<TABLE>
<CAPTION>
                                               YEAR ENDED 31 DECEMBER
                                      -----------------------------------------
                                          1995          1994          1993
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                      ------------- ------------- -------------
<S>                                   <C>           <C>           <C>
NET INCOME
  As reported in accordance with UK
   GAAP..............................    10,759         8,618        19,579
  Items increasing/(decreasing) net
   income
  Amortisation of goodwill...........    (4,539)       (4,539)       (4,539)
  Pensions...........................       653          (300)         (200)
  Deferred taxation..................      (215)           99            66
                                         ------        ------        ------
  Net income in accordance with US
   GAAP..............................     6,658         3,878        14,906
                                         ======        ======        ======
</TABLE>

 
 

<TABLE>
<CAPTION>
                                                                  AS AT 31
                                                                  DECEMBER
                                                               ----------------
                                                                1995     1994
                                                               -------  -------
<S>                                                            <C>      <C>
SHAREHOLDERS' FUNDS
  As reported in accordance with UK GAAP...................... (50,258) (59,639)
  Items increasing/(decreasing) shareholders' funds...........
  Capitalisation of goodwill..................................  95,954   99,109
  Pensions....................................................  (4,547)  (5,200)
  Deferred taxation...........................................   1,501    1,716
  Own shares..................................................  (1,221)     (88)
                                                               -------  -------
  Shareholders' funds in accordance with US GAAP..............  41,429   35,898
                                                               =======  =======
</TABLE>

 
                                       27

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                 UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
                FOR THE PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
 

<TABLE>
<CAPTION>
                                                9 MONTHS ENDED  9 MONTHS ENDED
                                                30 SEPTEMBER 96 30 SEPTEMBER 95
                                                --------------- ---------------
                                                 (Pounds)000'S   (Pounds)000'S
<S>                                             <C>             <C>
TURNOVER.......................................     119,243         106,867
                                                   --------         -------
  Other operating income.......................         102              68
  Raw materials and consumables................     (35,426)        (28,748)
  Staff costs..................................     (41,026)        (38,668)
  Depreciation.................................      (4,444)         (4,125)
  Other operating charges......................     (20,575)        (17,679)
                                                   --------         -------
OPERATING COSTS................................    (101,369)        (89,152)
                                                   --------         -------
OPERATING PROFIT...............................      17,874          17,715
  Profit on disposal of fixed assets...........       1,359           5,950
                                                   --------         -------
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST
 AND INVESTMENT RETURNS........................      19,233          23,665
  Loss from interests in associated
   undertakings................................          62            (345)
  Amounts written off investments..............        (409)           (518)
  Other interest receivable and similar income.         591             127
  Interest payable and similar charges.........      (9,441)         (9,876)
                                                   --------         -------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION..      10,036          13,053
  Tax on profit on ordinary activities.........      (3,436)         (4,307)
                                                   --------         -------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION...       6,600           8,746
  Minority interest............................          --              --
                                                   --------         -------
RETAINED PROFIT FOR THE FINANCIAL YEAR.........       6,600           8,746
                                                   ========         =======
</TABLE>

 
  The turnover and profit were derived from continuing operations.
 
                                       28

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                   AT 30 SEPTEMBER 1996 AND 31 DECEMBER 1995
 

<TABLE>
<CAPTION>
                           30 SEPTEMBER 1996 31 DECEMBER 1995
                           ----------------- ----------------
                             (Pounds)000'S    (Pounds)000'S
<S>                        <C>               <C>              
FIXED ASSETS
  Tangible assets.........       58,074            60,986
  Investments.............        1,300             1,223
                               --------          --------
                                 59,374            62,209
                               --------          --------
CURRENT ASSETS
  Stocks..................        5,628             5,464
  Debtors.................       31,484            24,858
  Cash at bank and in
   hand...................        2,860               --
  Own shares..............        2,919             1,221
                               --------          --------
                                 42,891            31,543
CREDITORS: AMOUNTS DUE
 WITHIN ONE YEAR..........      (48,646)          (41,253)
                               --------          --------
NET CURRENT LIABILITIES...       (5,755)           (9,710)
                               --------          --------
TOTAL ASSETS LESS CURRENT
 LIABILITIES..............       53,619            52,499
  Creditors: Amounts due
   after one year.........      (79,480)          (83,190)
  Provision for
   liabilities and
   charges................      (17,444)          (19,513)
                               --------          --------
NET ASSETS................      (43,305)          (50,204)
                               ========          ========
CAPITAL AND RESERVES
  Called up share capital.       10,000            10,000
  Share premium account...        3,338             3,338
  Goodwill write-off re-
   serve..................     (111,492)         (111,845)
  Profit and loss account.       54,849            48,249
                               --------          --------
SHAREHOLDERS' FUNDS.......      (43,305)          (50,258)
  Minority interest.......          --                 54
                               --------          --------
                                (43,305)          (50,204)
                               ========          ========
</TABLE>

 
                                       29

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                   UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
                    PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
 

<TABLE>
<CAPTION>
                                              9 MONTHS ENDED    9 MONTHS ENDED
                                             30 SEPTEMBER 1996 30 SEPTEMBER 1995
                                             ----------------- -----------------
                                               (Pounds)000'S     (Pounds)000'S
<S>                                          <C>               <C>
NET CASHFLOW FROM OPERATING ACTIVITIES.....       17,007            21,795
                                                  ------            ------
RETURN ON INVESTMENT AND SERVICING OF FI-
 NANCE
  Interest received........................          591               127
  Interest paid............................       (7,361)           (8,494)
  Interest element of finance lease rental
   payments................................         (250)             (195)
                                                  ------            ------
NET CASH OUTFLOW FROM RETURNS ON INVESTMENT
AND SERVICING OF FINANCE...................       (7,020)           (8,562)
TAXATION...................................
  UK corporation tax paid..................         (191)           (7,922)
  Overseas taxation paid...................       (1,403)           (1,452)
                                                  ------            ------
TAX PAID...................................       (1,594)           (9,374)
INVESTING ACTIVITIES
  Purchase of tangible fixed assets........       (1,818)           (3,733)
  Purchase of investment...................          --             (2,123)
  Aircraft disposal proceeds...............        1,682             6,447
  Sale of other tangible fixed assets......          250               100
                                                  ------            ------
NET CASH INFLOW FROM INVESTING ACTIVITIES..          114               691
                                                  ------            ------
NET CASH INFLOW BEFORE FINANCING...........        8,507             4,550
FINANCING
  Amounts repaid on borrowings.............       (4,000)           (2,000)
  Repayment of capital element of finance
   lease rentals...........................         (321)             (679)
                                                  ------            ------
NET CASH OUTFLOW FROM FINANCING............       (4,321)           (2,679)
INCREASE IN CASH AND CASH EQUIVALENTS......        4,186             1,871
                                                  ======            ======
</TABLE>

 
                                       30

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                NOTES (forming part of the financial statements)
 
 
1. BASIS OF PRESENTATION
 
  The accompanying interim consolidated financial statements of Bristow
Helicopter Group Limited as at 30 September 1996 and 31 December 1995 and for
the nine months ended 30 September 1996 and 1995 are unaudited. In the opinion
of management, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the financial statements have
been included therein. The results of these interim periods are not necessarily
indicative of results for the year.
 
  For the purposes of these consolidated interim financial statements, certain
information and disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United
Kingdom have been omitted. These unaudited financial statements should be read
in conjunction with the audited financial statements and notes thereto as at
and for the year ended 31 December 1995.
 
2. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
 
  The financial statements are prepared in accordance with accounting
principles generally accepted in the United Kingdom ("UK GAAP") which differ in
certain respects from those generally accepted in the United States ("US
GAAP"). The significant differences are described below.
 
 (a) Goodwill
 
  Under UK GAAP Bristow sets off goodwill arising on consolidation directly
against retained earnings in the year of acquisition. Under US GAAP, goodwill
arising on consolidation is capitalized on the balance sheet and then amortised
over its useful life. Having considered all the relevant factors, Bristow have
determined the expected useful life of goodwill to be 25 years.
 
 (b) Deferred taxation
 
  Under UK GAAP Bristow provides for deferred taxation using the liability
method on all material timing difference to the extent that it is considered
probable that the liabilities will crystallise in the forseeable future. Under
US GAAP, as set out in Statement of Financial Accounting Standards ("FAS") No
109 "Accounting for Income Taxes", deferred taxation is provided for all
temporary differences on a full liability basis.
 
 (c) Pensions
 
  Under UK GAAP Bristow accounts for pension costs on a long-term basis,
spreading the expected pension costs over the service lives of employees, using
assumptions as advised by an independent actuary.
 
 Under US GAAP, in accordance with FAS 87, "Employers' Accounting for
Pensions," the cost of providing pensions is attributed to periods of service
in accordance with the benefit formulas underlying the pension plans. The
resultant projected benefit obligation is matched against the current value of
the underlying plan assets and any unrecognised actuarial gains and losses in
determining the pension cost or credit for the year.
 
 (d) Own share
 
  Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees
Limited used to finance the repurchase of shares from leavers as "Own shares"
under current assets.
 
  Under US GAAP such loan would be presented as a reduction of shareholders'
funds.
 
                                       31

<PAGE>
 
                        BRISTOW HELICOPTER GROUP LIMITED
 
                               NOTES (continued)
 
 
 (e) Statement of cash flows
 
  Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, investing activities
and financing activities. Under US GAAP, cash flow activities are reported as
operating activities, investing activities and financing activities. Cash flows
from taxation and returns on investments and servicing of finance would, with
the exception of dividends paid and cost of financing, be included as operating
activities. The payment of dividends and cost of financing would be included
under financing activities.
 
  Under UK GAAP, cash and cash equivalents include bank loans and overdrafts
repayable within three months from the date of the advance. Under US GAAP such
cash flow activities are included under financing activities.
 
3. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
THE UNITED KINGDOM AND THE UNITED STATES
 
  The approximate effects of the differences between UK GAAP and US GAAP on net
income and shareholders' funds is as follows:
 

<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED 30
                                                             SEPTEMBER
                                                    ---------------------------
                                                        1996          1995
                                                    ------------- -------------
                                                    (Pounds)000'S (Pounds)000'S
<S>                                                 <C>           <C>
NET INCOME
  As reported in accordance with UK GAAP...........      6,600         8,746
  Items increasing/(decreasing) net income.........
  Amortisation of goodwill.........................     (3,404)       (3,404)
  Pensions.........................................        477           490
  Deferred taxation................................       (157)         (162)
                                                       -------       -------
  Net income in accordance with US GAAP............      3,516         5,670
                                                       =======       =======
<CAPTION>
                                                               AS AT
                                                    ---------------------------
                                                    SEPTEMBER 30, DECEMBER 31,
                                                        1996          1995
                                                    ------------- -------------
<S>                                                 <C>           <C>
SHAREHOLDERS' FUNDS
  As reported in accordance with UK GAAP...........    (43,305)      (50,258)
  Items increasing/(decreasing) shareholders'
   funds...........................................
  Capitalisation of goodwill.......................     92,197        94,954
  Pensions.........................................     (4,070)       (4,547)
  Deferred taxation................................      1,344         1,501
  Own Shares.......................................     (2,919)       (1,221)
                                                       -------       -------
  Shareholders' funds in accordance with US GAAP...     43,247        41,429
                                                       =======       =======
</TABLE>

 
                                       32

<PAGE>
 
 
 
 
                                    ANNEX B
 
                                       33

<PAGE>
 
        UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
  The following unaudited pro forma condensed consolidated financial
information is derived from the historical financial statements of OLOG and
Bristow and certain assumptions deemed appropriate by the Company. The
Unaudited Pro Forma Condensed Consolidated Statements of Income for the 12
months ended June 30, 1996 and the three months ended September 30, 1996
reflects (i) the Bristow Transaction and (ii) the issuance of the Notes and
the application of the net proceeds therefrom, as if such transactions had
occurred on July 1, 1995. The Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 1996 reflects such transactions as if they
had occurred on September 30, 1996. The Unaudited Pro Forma Condensed
Consolidated Financial Statements should be read in conjunction with the notes
thereto and the historical financial statements of OLOG, including the notes
thereto, included in the Company's Form 10-K and the historical financial
statements of Bristow, including the notes thereto, included elsewhere herein.
 
  The pro forma adjustments to give effect to the various events described
above are based upon currently available information and upon certain
assumptions that management believes are reasonable. Bristow's historical
financial data included in these pro forma statements have been restated to
conform with U.S. GAAP. For a discussion of the principal differences between
U.K. and U.S. GAAP, see Notes 26 and 27 to Bristow's Consolidated Financial
Statements. The Bristow Transaction will be accounted for by the Company under
the purchase method of accounting and the assets and liabilities of Bristow
will be recorded at their estimated fair market values at the date of
acquisition. The adjustments included in the Unaudited Pro Forma Combined
Financial Statements reflect the Company's preliminary determination of these
adjustments based upon available information. There can be no assurance that
the actual adjustments will not vary significantly from the estimated
adjustments reflected in the Unaudited Pro Forma Condensed Consolidated
Financial Statements. Bristow's September 30, 1996 historical balance sheet
was translated from British Pounds Sterling to U.S. Dollars using the exchange
rate on that date of 1.5634. The income statements for the three months ended
September 30, 1996 and 12 months ended June 30, 1996 were translated using a
weighted average exchange rate of 1.5547 and 1.5475, respectively.
 
  The Unaudited Pro Forma Condensed Consolidated Financial Statements do not
purport to be indicative of the financial position or results of operations
that would actually have occurred if the transactions described had occurred
as presented in such statements or that may be obtained in the future. In
addition, future results may vary significantly from the results reflected in
such statements due to general economic conditions, oil and gas commodity
prices, the demand and prices for oil and gas related offshore transportation
services, increases in the number of helicopters available for service, the
exchange rate between U.S. Dollars and British Pounds Sterling, and several
other factors, many of which are beyond the Company's control.
 
                                      34

<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
 
            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                            AS OF SEPTEMBER 30, 1996
                            ---------------------------
                                                                         PRO
                                OLOG        BRISTOW     ADJUSTMENTS     FORMA
                            ------------  ------------- -----------    --------
<S>                         <C>           <C>           <C>            <C>
ASSETS
Current Assets:
  Cash, cash equivalents
   and investment in
   marketable securities...     $ 85,194     $   4,471   $(65,492)(a)  $ 24,173
  Restricted cash
   investment..............           --            --      7,662 (b)     7,662
  Accounts receivable......       29,662        49,222         --        78,884
  Inventories..............       26,896         8,799     31,268 (c)    66,963
  Prepaid expenses.........          932            --         --           932
                                --------     ---------   --------      --------
    Total current assets...      142,684        62,492    (26,562)      178,614
Investments in
 unconsolidated entities...        8,783         2,032         --        10,815
Property and equipment--at
 cost:
  Land and buildings.......        2,977        21,901         --        24,878
  Aircraft and equipment...      136,755       314,944    (40,152)(d)   411,547
                                --------     ---------   --------      --------
                                 139,732       336,845    (40,152)      436,425
  Less: Accumulated
   depreciation and
   amortization............      (66,334)     (246,052)   246,052 (d)   (66,334)
                                --------     ---------   --------      --------
                                  73,398        90,793    205,900       370,091
Other assets, primarily
 goodwill..................       24,089       144,141    (62,230)(e)   106,000
                                --------     ---------   --------      --------
                                $248,954     $ 299,458   $117,108      $665,520
                                ========     =========   ========      ========
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable.........     $  3,476     $  61,981   $     --      $ 65,457
  Accrued liabilities......       10,902            --         --        10,902
  Current maturities of
   long-term debt..........        4,850        14,071        767 (f)    19,688
                                --------     ---------   --------      --------
    Total current
     liabilities...........       19,228        76,052        767        96,047
                                --------     ---------   --------      --------
Long-term debt, less
 current maturities........          750       124,259     90,524 (f)   215,533
Deferred credits...........        1,865        22,378    (22,378)(g)     1,865
Deferred taxes.............       20,518         9,157     88,678 (h)   118,353
Minority interest..........        1,043            --      7,973 (i)     9,016
Stockholders' equity:
  Common stock.............          195        15,634    (15,620)          209
  Additional paid in
   capital.................       95,946           655     18,487       115,088
  Retained earnings........      109,409        51,323    (51,323)      109,409
                                --------     ---------   --------      --------
                                 205,550        67,612    (48,456)(j)   224,706
                                --------     ---------   --------      --------
    Total liabilities and
     stockholders' equity..     $248,954     $ 299,458   $117,108      $665,520
                                ========     =========   ========      ========
</TABLE>

 
  See accompanying Notes to Unaudited Pro Forma Condensed Consolidated
  Financial Statements and the historical financial statements of Bristow,
  including the notes thereto.
 
                                       35

<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
 
        UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 

<TABLE>
<CAPTION>
                                 12 MONTHS ENDED
                                  JUNE 30, 1996
                               ---------------------
                                 OLOG      BRISTOW   ADJUSTMENTS   PRO FORMA
                               ---------   -------   -----------   ---------
<S>                            <C>        <C>        <C>           <C>
Gross Revenue:
 Operating revenue...........   $156,766   $237,198    $    --     $393,964
 Gain (loss) on disposal of
  equipment..................       (537)       398         --         (139)
                                --------   --------    -------     --------
                                 156,229    237,596         --      393,825
                                --------   --------    -------     --------
Operating Expenses:
 Direct cost.................    120,594    149,109        511 (k)  270,214
 Depreciation and
  amortization...............      9,230     16,295      2,653 (l)   28,178
 General and administrative..     12,278     41,301         --       53,579
                                --------   --------    -------     --------
                                 142,102    206,705      3,164      351,971
                                --------   --------    -------     --------
Operating Income.............     14,127     30,891     (3,164)      41,854
Earnings from unconsolidated
 entities....................      4,056       (654)        --        3,402
Interest and other income
 (expense)...................      4,055        735     (3,412)(m)    1,378
Interest expense.............        779     20,102     (1,506)(n)   19,375
                                --------   --------    -------     --------
Income Before Provision for
 Income Taxes................     21,459     10,870     (5,070)      27,259
Provision for income taxes...      6,219      6,029     (3,221)(o)    9,027
(Income) Loss of minority
 interest....................         36         --       (947)(p)     (911)
                                --------   --------    -------     --------
Net Income...................   $ 15,276   $  4,841    $(2,796)    $ 17,321
                                ========   ========    =======     ========
Earnings per common share
 Primary.....................   $   0.77        .02                $   0.82
 Fully diluted...............   $   0.77        .02                $   0.82
Weighted average shares
 outstanding
 Primary.....................     19,767    200,000                  21,141 (q)
 Fully diluted...............     19,767    200,000                  21,141
<CAPTION>
                                  QUARTER ENDED
                               SEPTEMBER 30, 1996
                               ---------------------
                                 OLOG      BRISTOW   ADJUSTMENTS   PRO FORMA
                               ---------  ---------- -----------   ---------
<S>                            <C>        <C>        <C>           <C>
Gross Revenue:
 Operating revenue...........   $ 41,986   $ 62,765    $    --     $104,751
 Gain (loss) on disposal of
  equipment..................        231      1,911         --        2,142
                                --------   --------    -------     --------
                                  42,217     64,676         --      106,893
                                --------   --------    -------     --------
Operating Expenses:
 Direct cost.................     30,217     40,237        247 (k)   70,701
 Depreciation and
  amortization...............      2,435      3,975        666 (l)    7,076
 General and administrative..      3,190     10,135         --       13,325
                                --------   --------    -------     --------
                                  35,842     54,347        913       91,102
                                --------   --------    -------     --------
Operating Income ............      6,375     10,329       (913)      15,791
Earnings (losses) from
 unconsolidated entities.....      1,255       (538)        --          717
Interest and other income
 (expense)...................      1,102        375       (913)(m)      564
Interest expense.............        139      4,830       (413)(n)    4,556
                                --------   --------    -------     --------
Income Before Provision for
 Income Taxes................      8,593      5,336     (1,413)      12,516
Provision for income taxes...      2,750      2,410       (814)(o)    4,346
(Income) Loss of minority
 interest....................         12         --       (238)(p)     (226)
                                --------   --------    -------     --------
Net Income...................   $  5,855   $  2,926    $  (837)    $  7,944
                                ========   ========    =======     ========
Earnings per common share
 Primary.....................   $   0.30   $   0.01                $   0.38
 Fully diluted...............   $   0.30   $   0.01                $   0.35
Weighted average shares
 outstanding
 Primary.....................     19,765    200,000                  21,139 (q)
 Fully diluted...............     19,765    200,000                  24,967
</TABLE>

 
  See accompanying Notes to Unaudited Pro Forma Combined Consolidated
  Financial Statements and the historical financial statements of OLOG and
  Bristow, including the notes thereto.
 
                                       36

<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
 
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS
 
  The following notes set forth the assumption used in preparing the Unaudited
Pro Forma Condensed Consolidated Financial Statements. The pro forma
adjustments are based on estimates made by the Company's management using
information currently available.
 
  The adjustments to the accompanying Unaudited Pro Forma Condensed
Consolidated Balance Sheet are described below.
 
  a.  To record existing OLOG cash used to finance a portion of the Bristow
      Transaction.
 
  b.  To record the cash investment to secure the Caledonia put option.
 
  c.  To record a write-up of Bristow's inventory to fair value.
 
  d.  To record the write-off of Bristow's existing accumulated depreciation
      and to record the write-up of Bristow's fixed assets to fair value.
 
  e.  To record the write-off of Bristow's existing goodwill and to record the
      goodwill associated with the Bristow Transaction.
 
  f.  To record the issuance of $87.5 million of the Notes, the write-up of
      assumed Bristow debt with higher than market interest rates to fair value
      ($6.7 million), the obligation for Newco management fees payable to
      Caledonia ($4.9 million) and the elimination of certain Bristow
      subordinated debt acquired by OLOG.
 
  g.  To eliminate Bristow's accrued maintenance and repairs provision given
      the write-up of fixed assets to fair value and to eliminate Bristow's
      pension liability as the fair value of the plan assets approximates the
      actual liability of pension obligation.
 
  h.  To record recognition of deferred taxes for the pro forma adjustments
      except for the goodwill recorded, and to adjust Bristow's existing
      deferred tax assets.
 
  i.  To record the interest in Bristow held by Caledonia and the EU Investor
      as specified in the put/call options between OLOG, Caledonia and the EU
      Investor.
 
  j.  To record the issuance of 1,374,000 OLOG shares and to adjust and
      eliminate Bristow's stockholders' equity.
 
  The adjustments to the accompanying Unaudited Pro Forma Condensed
Consolidated Statements of Income are described below.
 
  k.  To adjust the maintenance and repairs provision and pension expense of
      Bristow.
 
  l.  To record the incremental depreciation and amortization related to the
      stepped up basis of fixed assets and goodwill. Fixed assets of Bristow
      will be depreciated over 10 to 15 years with residual values of 30% to
      50%. Goodwill and transaction costs will be amortized over 30 years.
 
  m.  To record reduced interest income as a result of the use of OLOG's
      existing cash equivalent balances to finance a portion of the Bristow
      Transaction.
 
  n.  To record interest expense adjustments related to the Notes offering at
      an assumed annual interest rate of 6%, certain subordinated debt held by
      U.K. institutional investors to be acquired by OLOG in the Bristow
      Transaction, the restatement of certain assumed debt to reflect market
      interest rates and amortization of deferred debt issuance costs related
      to the Notes over the term of the Notes (ten years).
 
  o.  To record the tax effect of the income statement adjustments (at 33% for
      applicable Bristow adjustments and 34% for applicable OLOG adjustments).
 
 
  p.  To record the minority interest accruals at 12% as specified in the call
      arrangements between OLOG, Caledonia and the EU Investor.
 
  q.  The pro forma weighted average shares outstanding includes the issuance
      of 1,374,000 of OLOG shares.
 
 
                                       37

<PAGE>
 

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER   DESCRIPTION
 -------  -----------
 <C>      <S>
     2(1) Master Agreement dated December 12, 1996
</TABLE>






<PAGE>
 
                           DATED 12TH DECEMBER 1996
           -----------------------------------------------------
                

                (1)     MORGAN GRENFELL DEVELOPMENT CAPITAL
                        NOMINEES LIMITED A/C MGCP AND OTHERS

                                     -and-

                (2)     STEPHEN WILLIAM PALFRAMAN AND OTHERS

                                     -and-

                (3)     OFFSHORE LOGISTICS, INC. AND OFFSHORE
                        LOGISTICS INTERNATIONAL, INC.

                                     -and-

                (4)     CALEDONIA INVESTMENTS PLC AND CALEDONIA
                        INDUSTRIAL & SERVICES LIMITED

                                     -and-

                (5)     MR ANDREAS K L UGLAND

                                     -and-

                (6)     BRISTOW AVIATION HOLDINGS LIMITED


                                CONFORMED COPY

                                        
           -----------------------------------------------------

                               MASTER AGREEMENT

           -----------------------------------------------------


                                                HEBERT SMITH
                                                Exchange House
                                                Primrose Street
                                                London EC2A2HS
                                                Tel: 0171 374-8000
                                                Fax: 0171 496-0043
                                                Ref: 223/432/30576235
                                                        
       

<PAGE>
 
                               TABLE OF CONTENTS

CLAUSE          HEADINGS                                                PAGE

1.              INTERPRETATION...........................................1

2.              CONDITION................................................7

3.              SALE AND PURCHASE........................................7

4.              DEFAULT UNDER CLAUSE 3...................................8

5.              WARRANTIES...............................................9

6.              LIMITATIONS ON LIABILITY UNDER THE WARRANTIES...........10

7.              ANNOUNCEMENTS...........................................11

8.              ASSIGNMENT..............................................11

9.              ENTIRE AGREEMENT........................................11

10.             FURTHER ASSURANCE.......................................11

11.             COSTS...................................................11

12.             NOTICES.................................................12

13.             COUNTERPARTS............................................13

14.             GENERAL.................................................13

15.             GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS......14

SCHEDULE 1

                PART I:  MGDC Vendors...................................15
                PART II: Management Vendors.............................17
                PART III: Loan Stock Vendor(s)..........................18

SCHEDULE 2 STAGE ONE....................................................19

SCHEDULE 3 STAGE TWO....................................................21

SCHEDULE 4 STAGE THREE..................................................24

SCHEDULE 5 STAGE FOUR...................................................25

SCHEDULE 6 STAGE FIVE...................................................28

SCHEDULE 7 STAGE SIX....................................................31

SCHEDULE 8 STAGE SEVEN..................................................33
 

<PAGE>
 
SCHEDULE 9..............................................................34

                PART I: Management Vendors Warranties...................34

                PART II: Specific Vendor Warranties.....................40
                PART III OLOG Warranties................................41

SCHEDULE 10 LIMITATIONS ON LIABILITY UNDER THE WARRANTIES...............42

SCHEDULE 11.............................................................45

                PART I: Details of the Company..........................45
                PART II: Details of the Subsidiaries....................46
                PART III: Details of the Associated Companies...........72

 

ANNEXURES

'A'  BHGL C Directors Consent
'B'  BHGL Resolution
'C'  Bristow Board Minutes
'D'  Bristow Resolution
'E'  Caledonia Registration Rights Agreement
'F'  Letter of Undertaking
'G'  Debenture
'H'  Guarantee
'I'  Loan Stock Resolution
'J'  New Articles
'K'  Parent Guarantee
'L'  Properties
'M'  Registration Rights Agreement
'N'  Stock Instrument
'O'  Subordination Agreement
'P'  Supplemental Letter Agreement

<PAGE>
 
THIS AGREEMENT is made on 12th December 1996

BETWEEN:

(1)  MORGAN GRENFELL DEVELOPMENT CAPITAL NOMINEES LIMITED A/C MGCP AND THOSE
     PERSONS whose names and addresses are set out in Part 1 of Schedule 1
     ("MGDC VENDORS" and severally an "MGDC VENDOR");

(2)  STEPHEN WILLIAM PALFRAMAN AND THOSE PERSONS whose names and addresses are
     set out in Part II of Schedule 1 (the "MANAGEMENT VENDORS" and severally a
     "MANAGEMENT VENDOR");

(3)  OFFSHORE LOGISTICS, INC. a Delaware corporation whose address is at 224 Rue
     de Jean, Post Office Box 5C, Lafayette, Louisiana 70505, USA ("OLOG") and
     OFFSHORE LOGISTICS INTERNATIONAL, INC. a Panamanian corporation whose
     address is at 224 Rue de Jean, Post Office Box 5C, Lafayette, Louisiana
     70505, USA ("OLII");

(4)  CALEDONIA INVESTMENTS PLC, a company incorporated in England and Wales with
     registered number 235481 and whose registered office is at Cayzer House, 1
     Thomas More Street, London E1 9AR ("CALEDONIA") and CALEDONIA INDUSTRIAL &
     SERVICES LIMITED a company incorporated in England and Wales with
     registered number 3143101 and whose address is at Cayzer House, 1 Thomas
     More Street, London E1 9AR ("CIS");

(5)  MR ANDREAS K L UGLAND OF PO Box 308, Storgaten 90, N-4891, Grimstad, Norway
     ("MR UGLAND"); and

(6)  BRISTOW AVIATION HOLDINGS LIMITED, a company incorporated in England and
     Wales with registered number 3234500 and whose registered office is at
     Redhill Aerodrome, Redhill, Surrey RH1 5JZ ("BRISTOW").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  In this Agreement and in the Schedules the following definitions are used:

     "A SHARES" means issued a US dollar convertible ordinary shares of
     us$0.00001 each in the capital of the Company;

     "ACCOUNTS" means the audited consolidated balance sheet of the Company and
     the Subsidiaries as at the Accounts Date and the audited consolidated
     profit and loss account of the Company and the Subsidiaries in respect of
     the accounting reference period ended on the Accounts Date;

     "ACCOUNTS DATE" means 31 December, 1995;

     "ARTICLES" means the articles of association of the Company on the date of
     this Agreement;

                                       1

<PAGE>
 
     "ASSOCIATED COMPANIES" means those companies in which the Company holds
     less than 50% but more than 20% of the rights to attend and vote at general
     meeting details of which are set out in Part III of Schedule 11;

     "B SHARES" means issued B US dollar convertible ordinary shares of
     US$0.00001 each in the capital of the Company;

     "BHGL LOAN STOCK" means (pounds)5,016,317 in principal amount of
     subordinated unsecured loan stock of the Company constituted by the BHGL
     Loan Stock Instrument;

     "BHGL C DIRECTORS CONSENT" means the written consent of the C directors of
     the Company pursuant to the Articles in the agreed form annexed hereto
     marked "A";

     "BHGL LOAN STOCK INSTRUMENT" means the instrument constituting the BHGL
     Loan Stock dated 7th November 1991;

     "BHGL RESOLUTION" means the written resolution in the agreed form annexed
     hereto marked "B" of the shareholders of the Company to:

     (1) waive any pre-emption rights under the Articles;

     (2) disapply any requirement to make a general offer; and

     (3) approve certain amendments to the Schedule thereto in connection with
         the operation of the Ratchet thereunder;

     "BRISTOW'S ACCOUNT" means the account of Bristow with HSBC Investment Bank
     plc, 10 Queen Street Place, London EC4R 1BL account no: 38337289 (FAO
     Bristow Aviation Holdings Limited) and Sort Code 40-52-39;

     "BRISTOW BOARD MINUTES" means the minutes of the board meeting of Bristow
     to be held at stage three in the agreed form annexed hereto marked "C";

     "BRISTOW RESOLUTION" means the resolution in the agreed form annexed hereto
     marked "D" of the shareholders of Bristow to, inter alia;

     (1)  increase the authorised share capital of Bristow to (Pounds)10,000,000
          ordinary shares of (Pounds)1 each;

     (2)  redesignate the authorised share capital of Bristow as 4,900,000 New A
          Shares, 4,900,000 New B Shares and 200,000 New C Shares; and

     (3)  conditionally upon Completion, adopt the New Articles as the new
          articles of association of Bristow;

     "BUSINESS DAY" means a day (not being a Saturday) on which banks are open
     for general banking business in the City of London;

     "C SHARES" means issued C US dollar convertible ordinary shares of
     US$0.00001 each in the capital of the Company;

                                       2

<PAGE>
 
     "CALEDONIA GROUP" means Caledonia and any holding company, subsidiary or
     subsidiary undertaking of Caledonia and any subsidiary or subsidiary
     undertaking of such holding company (but excluding for the avoidance of
     doubt any member of the group) and the expression "THAT SHAREHOLDER'S
     GROUP" has a corresponding meaning;

     "CALEDONIA'S ACCOUNT" means the account of Caledonia with HSBC Investment
     Bank plc, 10 Queen Street Place, London EC4R 1BL, Account No: 38337289 (FAO
     Caledonia Industrial & Services Limited) and Sort Code: 40-52-39;

     "CALEDONIA REGISTRATION RIGHTS AGREEMENT" means the registration rights
     agreement between CIS (1) and OLOG (2) in the agreed form annexed hereto
     marked 'E';

     "COMPANIES ACT" means the Companies Act 1985;

     "COMPANY" means Bristow Helicopter Group Limited a company registered in
     England and Wales with registered number 2641653 further particulars of
     which are set out in Part 1 of Schedule 11;

     "COMPLETION" means completion of Stage Seven;

     "COMPLETION DATE" means the date on which Completion occurs;

     "CONDITION" means the condition set out in Clause 2;

     "DEBENTURE" means the debenture between Bristow (1) and National
     Westminster Bank plc as security trustee (2) in the agreed form annexed
     hereto marked 'G';

     "DEFERRED SHARES" means issued Deferred Shares of 5p each in the capital of
     the Company;

     "DICKSON MINTO" means Dickson Minto of Royal London House 22/25 Finsbury
     Square, London EC2A 1DS;

     "DICKSON MINTO'S ACCOUNT" means the account of Dickson Minto with HSBC
     Investment Bank plc, 10 Queen Street Place, London EC4R 1BL Account No:
     38337289 (FAO Dickson Minto W.S.: BHGL Vendors) and Sort Code 40-52-39;

     "DOLLAR DEFERRED SHARES" means the US dollar deferred shares of US$0.00001
     each in the capital of the Company in issue following the operation of the
     Ratchet;

     "ENCUMBRANCES" means any option, charge, lien, equity, rights of pre-
     emption or any other third party rights or encumbrances;

     "ENVIRONMENT" means the natural and man-made environment and all or any of
     the following media namely air water and land including air within
     buildings and air within other natural or man-made structures above or
     below ground;

     "ENVIRONMENTAL LAW" means all laws regulations directives statutes
     subordinate legislation common law and other national and local laws all
     judgments orders instructions or awards of any court or competent authority
     and all codes of practice and guidance notes which relate to the
     Environment or human health or the health of 

                                       3

<PAGE>
 
     animals or plants including the Environmental Protection Act 1990 the
     Environment Act 1995 the Planning (Hazardous Substances) Act 1990 the Water
     Resources Act 1991 the Water Industry Act 1991 the control of Pollution Act
     1974 the Clean Air Acts the Control of Industrial Major Accident Hazards
     Regulations 1984 and the Control of Substances Hazardous to Health
     Regulations 1988;

     "FIRST DISCLOSURE LETTER" means the letter from Dickson Minto to Herbert
     Smith containing disclosures against the Warranties set out in Part 1 of
     Schedule 9 delivered immediately prior to the coming into effect of this
     Agreement and which expression includes the annexures thereto;

     "FRESHFIELDS" means Freshfields of Whitefriars, 65 Fleet Street, London
     EC4Y 1HS;

     "GROUP" means the Company, the Subsidiaries and the Associated Companies;

     "GUARANTEE" means the deed of guarantee between Bristow (1) and National
     Westminster Bank plc as security trustee (2) in the agreed form annexed
     hereto marked "H";

     "HERBERT SMITH" means Herbert Smith of Exchange House, Primrose Street,
     London EC2A 2HS;

     "INDIVIDUAL MANAGERS" means the Management Vendors other than Bristow
     Nominees Limited;

     "LOAN STOCK RESOLUTION" means the written resolution in the agreed form
     annexed hereto marked "I" to amend the terms of the BHGL Loan Stock
     Instrument;

     "LOAN STOCK VENDORS" means the holders of the BHGL Loan Stock whose names
     are set out in Part III of Schedule 1;

     "MANAGEMENT ACCOUNTS" means the consolidated monthly management accounts of
     the Company and the Subsidiaries for the period from the Accounts Date to
     the Management Accounts Date;

     "MANAGEMENT ACCOUNTS DATE" means 30th September 1996;

     "NASDAQ" means National Association of Securities Dealers Automated
     Quotation System;

     "NEW ARTICLES" means the new articles of association of Bristow in the
     agreed form annexed hereto marked "J";

     "NEW A SHARES" means the 4,900,000 A ordinary shares of (Pounds)1 each in
     the capital oF Bristow;

     "NEW B SHARES" means the 4,900,000 B ordinary shares of (Pounds)1 each in
     the capital of Bristow;

     "NEW C SHARES" means the 200,000 C ordinary shares of (Pounds)1 each in the
     capital of Bristow;

                                       4

<PAGE>
 
     "OLOG'S ACCOUNT" means the account of OLOG with HSBC Investment Bank plc,
     10 Queen Street Place, London EC4R 1BL Account No: 38337289 (FAO Offshore
     Logistics, Inc., and Sort Code: 40-52-39;

     "OLOG COMMON STOCK" means shares of common stock of $1 par value in the
     capital of OLOG;

     "OLOG GROUP" means OLOG and any holding company, subsidiary or subsidiary
     undertaking of OLOG and any subsidiary or subsidiary undertaking of such
     holding company and the expression "THAT SHAREHOLDER'S GROUP" shall have a
     corresponding meaning;

     "OLOG LOAN STOCK" means $98,000,000 convertible subordinated notes due 2003
     of OLOG constituted by an indenture to be entered into between OLOG and
     Fleet National Bank (as trustee) prior to Completion;

     "PARENT GUARANTEE" means a guarantee between Bristow (1), Caledonia and CIS
     (2) and OLOG and OLII (3), in the agreed form annexed hereto marked "K";

     "PROPERTIES" means the English leasehold properties of the Group listed in
     Annexure "L";

     "RATCHET" means the conversion of certain A Shares and B Shares into New
     Deferred Shares pursuant to the Schedule to the Articles as amended by the
     passing of the BHGL Resolution;

     "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement
     between OLOG (1), Jefferies & Company Inc. (2), Simmons & Company
     International (3) and Johnson Rice & Company L.L.C. (4) in the agreed form
     annexed hereto marked "M";

     "SECOND DISCLOSURE LETTER" means the letter from Dickson Minto to Herbert
     Smith containing disclosures against the Warranties set out in Part 1 of
     Schedule 9 delivered immediately prior to Completion and which expression
     includes the annexures thereto;

     "SHARES" means the A shares, the B shares and the C shares;

     "SHAREHOLDERS AGREEMENT" means the shareholders agreement of even date
     between OLOG and OLII (1), Caledonia and CIS (2), Mr. Ugland (3), Bristow
     (4) and the Company (5);

     "STAGE ONE" has the meaning set out in Clause 3.1;

     "STAGE TWO" has the meaning set out in Clause 3.2;

     "STAGE THREE" has the meaning set out in Clause 3.3;

     "STAGE FOUR" has the meaning set out in Clause 3.4;

     "STAGE FIVE" has the meaning set out in Clause 3.5;

     "STAGE SIX" has the meaning set out in Clause 3.6;

     "STAGE SEVEN" has the meaning set out in Clause 3.7;

                                       5

<PAGE>
 
     "STOCK" MEANS (Pounds)91,000,000 in principal amount of 13.5 per cent
     subordinated unsecured loan stock of Bristow constituted by the Stock
     Instrument;

     "STOCK INSTRUMENT" means the instrument constituting the Stock in the
     agreed form annexed hereto marked "N";

     "SUBORDINATION AGREEMENT" means the subordination agreement between Bristow
     (1), OLOG and OLII (2), Caledonia and CIS (3) and National Westminster Bank
     plc as security trustee (4), in the agreed form annexed hereto marked "O";

     "SUBSIDIARIES" means those subsidiaries and subsidiary undertakings of the
     Company, details of which are set out in Part II of Schedule 11;

     "SUPPLEMENTAL LETTER AGREEMENT" means the supplemental letter agreement
     between OLOG (1) and Caledonia (2), in the agreed form annexed hereto
     marked "P";

     "TAXATION" OR "TAX" means all forms of tax, duty, rates, levy or other
     imposition whenever and by whatever authority imposed and whether in the
     United Kingdom or elsewhere;

     "TAXES ACT" means the Income and Corporation Taxes act 1988;

     "TAX WARRANTY" means that warranty set out in paragraph 1.2.3 of Schedule
     9;

     "TCGA" means the Taxation of Chargeable Gains Act 1992;

     "VENDORS" means the MDGC Vendors, the Management Vendors, the Loan Stock
     Vendors and CIS;

     "UNDERWRITING AGREEMENT" means the US purchase agreement between OLOG,
     Jefferies & Company, Inc., Simmons & Company International and Johnson Rice
     & Company L.L.C to be entered into on the date of this Agreement; and

     "WARRANTIES" means those Warranties set out in Schedule 9.

1.2  In this Agreement, words and expressions defined in the Companies Act shall
     bear the same meaning as in that Act.

1.3  In this Agreement, save where the context otherwise requires:

     1.3.1  a reference to a statute or statutory provision shall include a
            reference:

            (A)  to that statute or statutory provision as from time to time
                 consolidated, modified, re-enacted or replaced by any statute
                 or statutory provision;

            (B)  to any repealed statute or statutory provision which it re-
                 enacts (with or without modification); and

            (C)  to any subordinate legislation made under the relevant statute;

     1.3.2  words in the singular shall include the plural, and vice versa;

     1.3.3  the masculine gender shall include the feminine and neutral and vice
            versa;

                                       6

<PAGE>
 
     1.3.4  a reference to a person shall include a reference to a firm, a body
            corporate, an unincorporated association or to a person's executors
            or administrators;

     1.3.5  a reference to a Clause, Schedule or Annexure shall be a reference
            to a clause of, schedule to or annexure to this Agreement;

     1.3.6  references to any English legal term for any action, remedy, method
            or judicial proceeding, legal document, legal status, court,
            official or any legal concept or thing shall in respect of any
            jurisdiction other than England be deemed to include what most
            nearly approximates in that jurisdiction to the English legal term;

     1.3.7  a person shall be deemed to be connected with another if that person
            is connected with another within the meaning of section 839 of the
            Taxes Act;

     1.3.8  references to writing shall include any modes of reproducing words
            in a legible and non-transitory form;

     1.3.9  a reference to a balance sheet or profit and loss account shall
            include a reference to any note forming part of it;

     1.3.10 references to documents "in the agreed form" shall be to documents
            agreed between the parties, annexed to this Agreement and initialled
            for identification by Freshfields, Herbert Smith and Dickson Minto;

     1.3.11 the headings in this Agreement are for convenience only and shall
            not affect the interpretation of any provision of this Agreement;
            and

     1.3.12 references to this Agreement include this Agreement as amended or
            supplemented in accordance with its terms.

2.   CONDITION

     The parties proceeding to Stage One is conditional on the Underwriting
     Agreement having become unconditional and OLOG having received the net
     proceeds from the sale of OLOG Loan Stock pursuant thereto.

3.   SALE AND PURCHASE

3.1  On the second business day following the satisfaction of the Condition,
     Caledonia, CIS, OLOG, OLII, the MGDC Vendors, the Loan Stock Vendors and
     the Management Vendors shall proceed to stage one as set out in Schedule 2
     ("STAGE ONE") .

3.2  Upon and subject to completion of Stage One, CIS, OLOG and the Individual
     Managers shall proceed to stage two as set out in Schedule 3 ("STAGE TWO").

3.3  Upon and subject to completion of Stage Two, OLOG and Bristow shall proceed
     to stage three as set out in Schedule 4 ("STAGE THREE").

3.4  Upon and subject to completion of Stage Three, OLOG, the MGDC Vendors, the
     Management Vendors and Bristow, shall proceed to stage four as set out in
     Schedule 5 ("STAGE FOUR").

                                       7

<PAGE>
 
3.5  Upon and subject to completion of Stage Four, OLOG, OLII, Mr. Ugland, the
     Management Vendors, the MGDC Vendors and the Loan Stock Vendors shall
     proceed to Stage Five as set out in Schedule 6 (STAGE FIVE").

3.6  Upon and subject to completion of Stage Five, CIS, OLOG, and Bristow shall
     proceed to Stage Six as set out in Schedule 7 ("STAGE SIX").

3.7  Upon and subject to completion of Stage Six, Caledonia, CIS, OLOG, OLII,
     Mr. Ugland, the MGDC Vendors, the Management Vendors and Bristow shall
     proceed to Stage Seven as set out in Schedule 8 ("STAGE SEVEN").

3.8  For the purposes of the transaction contemplated by this Agreement only,
     Caledonia, CIS, the MGDC Vendors and the Management Vendors hereby waive
     any restrictions on transfer which may exist in relation to the Shares or
     the Deferred Shares under the Articles or otherwise and in particular, but
     without limitation, waive all rights of pre-emption over any of the Shares
     or the Deferred Shares conferred upon them by the Articles or otherwise.

3.9  The Loan Stock Vendors and CIS hereby waive any restrictions on transfer
     which may exist in relation to the BHGL Loan Stock under the BHGL Loan
     Stock Instrument or otherwise and in particular, but without limitation,
     waive all rights of pre-emption over any of the BHGL Loan Stock conferred
     upon them by the BHGL Loan Stock Instrument or otherwise.

3.10 Caledonia, CIS, OLOG and OLII agree that where any action is required of
     Bristow under this Agreement they shall use all reasonable endeavours to
     procure that such action is carried out by Bristow as contemplated by this
     Agreement.

3.11 Caledonia agrees that it shall procure the due and punctual performance by
     CIS of its obligations under this Agreement and OLOG agrees that it shall
     procure the due and punctual performance by OLII of its obligations under
     this Agreement.

3.12 Each of the Individual Managers to whom OLOG Common Stock will be issued at
     Completion agrees that he will not sell, transfer or otherwise dispose of,
     mortgage, charge or encumber the whole or any part of such OLOG Common
     Stock or grant to any third party any rights therein without the prior
     written consent of OLOG (such consent not to be unreasonably withheld)
     until the expiry of one year after the Completion Date save that he may
     sell or transfer such OLOG Common Stock to his spouse, brother or sister,
     child or children ("FAMILY MEMBER") but only on terms that such family
     member agrees to be bound by the provisions of this Clause 3.12 on the
     same basis as such individual manager and that such family member will if
     required by OLOG enter into a deed of adherence with this Clause 3.12 in a
     form satisfactory to OLOG and OLOG shall be entitled to include an
     endorsement to this effect on any certificate of such OLOG Common Stock
     issued to any Individual Manager at Completion.

4.   DEFAULT UNDER CLAUSE 3

4.1  Completion of this Agreement shall not take place unless and until
     completion of each of Stage One to Stage Seven has occurred within 20 days
     of the date of this Agreement.

                                       8

<PAGE>
 
4.2  If Completion of any of Stage One to Stage Seven does not take place on the
     date and time set out in this Agreement, the parties may:

     4.2.1  defer Completion thereof to a date no later than 20 days after the
            date of this Agreement (in which case this Clause shall apply to
            Completion as so deferred); or

     4.2.2  rescind this Agreement without liability to any party in which case
            and from that date the provisions of this Agreement (other than
            Clause 7 (Announcements) and Clause 11 (Costs)) shall have no effect
            and no party shall have any liability under them (but without
            prejudice to the rights of any of the parties in respect of any
            antecedent breach).

5.   WARRANTIES

5.1  Each of the Individual Managers separately represents and warrants to OLOG
     and OLII that, so far as he is actually aware, after having made reasonable
     enquiries of Anthony Jones and Philip Hunt and KPMG, the Warranties set out
     in Part I of Schedule 9 are true and accurate in all material respects on
     the date of this Agreement.

5.2  For the purposes of this Agreement an Individual Manager shall not be
     deemed to be actually aware of any matter, fact or circumstance which would
     be a breach of the Warranties set out in Part 1 of Schedule 9 unless he was
     actually aware of the matter, fact or circumstance at the date of this
     Agreement and in addition in the case of the Warranties set out in
     paragraphs 1.1.2, 1.2.3, 4.1.1, 4.1.3, 4.1.5, 4.2, 6.1, 6.4, 7.3 (insofar
     as it relates to employees of the Company and British Island Airways
     (Guernsey) Limited) and 9.1.6 that he was aware (or ought reasonably to
     have been aware) at the date of this Agreement that such matter, fact or
     circumstance would be a breach of the Warranties contained in paragraphs
     1.1.2, 1.2.3, 4.1.1, 4.1.3, 4.1.5, 4.2, 6.1, 6.4, 7.3 (subject as
     aforesaid) and 9.1.6 unless disclosed.

5.3  Each of the Vendors severally represents and warrants to OLOG and OLII that
     the Warranties set out in Part II of Schedule 9 are true and accurate in
     all material respects on the date of this Agreement.

5.4  OLOG warrants and represents to CIS, the MGDC Vendors and the Management
     Vendors that the Warranties set out in Part III of Schedule 9 in so far as
     they apply to CIS, the MGDC Vendors and the Management Vendors respectively
     are true and accurate in all material respects on the date of this
     Agreement.

5.5  The Vendors shall not (in the event of any claim being made against any of
     them in connection with the sale of the Shares or the BHGL Loan Stock
     pursuant to this Agreement) make any claim against the Group or against any
     director or employee of the Group on whom any of the Vendors may have
     relied before agreeing to any term of this Agreement or authorising any
     statement in the First Disclosure Letter or the Second Disclosure Letter.

5.6  Each of the Warranties shall be construed as a separate warranty.

5.7  The Warranties shall be deemed to be repeated at Completion and any express
     or implied reference therein to the date of this Agreement shall be
     replaced by a reference to the Completion Date.

                                       9

<PAGE>
 
5.8  Save as provided in Clause 6.7, the rights and remedies of the parties in
     respect of a breach of any of the Warranties shall not be affected by
     Completion, by the giving of any time or other indulgence by any party to
     any person, by any party rescinding or not rescinding this Agreement, or by
     any other cause whatsoever except a specific waiver or release by any party
     in writing; and any such waiver or release shall not prejudice or affect
     any remaining rights or remedies of any party.

6.   LIMITATIONS ON LIABILITY UNDER THE WARRANTIES

6.1  This Clause 6 and Schedule 10 shall have effect to limit the liability of
     each of the Vendors in respect of this Agreement.

6.2  No limitations or qualifications on the liability of any Vendor or OLOG in
     respect of a breach of Warranty or any other provision of this Agreement
     shall apply in the case of fraud or wilful misrepresentation.

6.3  Save in respect of any breach of Warranty giving rise to a right of
     rescission pursuant to Clause 6.7, OLOG and OLII shall not be entitled to
     claim that any fact or circumstance constitutes a breach of any of the
     Warranties set out in Part I or Part II of Schedule 9 if any member of the
     OLOG Group or any of its directors or employees, is actually aware of such
     fact or circumstance at the date of this Agreement or if such fact or
     circumstance has been disclosed in this Agreement, in the First Disclosure
     Letter, the Second Disclosure Letter or any other letter, document or
     communication set out in the First Disclosure Letter or the Second
     Disclosure Letter.

6.4  None of the Warranties shall be deemed to constitute directly or indirectly
     a Warranty in respect of the future financial or trading position,
     performance or prospects of the Group or any member thereof and OLOG and
     OLII acknowledge and agree that save as aforesaid none of the Vendors makes
     any warranty as to such matters.

6.5  Each of OLOG and OLII confirms that it has not relied on any warranty,
     representation or undertaking of any of the Vendors or any other person
     save for any warranty, representation or undertaking expressly set out in
     this Agreement and that save as expressly provided for in this Agreement
     all representations, warranties and undertakings whether express or
     implied, statutory or otherwise are expressly excluded.

6.6  Any payment made by any of the Vendors pursuant to the terms of this
     Agreement shall be treated by the parties as a reduction pro tanto of the
     purchase price payable by him/it for the Shares.

6.7  The sole remedy of OLOG and OLII in respect of any claim for breach of
     Warranty under Part 1 or Part II of Schedule 9 shall be in damages. OLOG
     and OLII shall have no right to rescind or terminate this Agreement for
     breach of Warranty unless at any time after the date of this Agreement and
     prior to Completion there occurs any act or event constituting a material
     breach of Warranty at the date of this Agreement or which would constitute
     a material breach of Warranty if such Warranty were repeated on any day
     from the date of this Agreement to and including the Completion Date. In
     such case OLOG or OLII shall be entitled by notice in writing on the other
     parties to this Agreement not to proceed to Completion in which event this
     Agreement shall be of no effect and no party shall have any further
     liability to the other. Completion of the 

                                       10

<PAGE>
 
     transaction contemplated by this Agreement in circumstances where OLOG or
     OLII are actually aware that a right to rescind has arisen shall constitute
     a waiver by OLOG and OLII of its rights in respect of the relevant breach.
     For the purposes of this Clause 6.7 an act or event shall constitute a
     "material breach" of warranty if it is both a breach of warranty and an act
     or event which is material and adverse to the assets and liabilities,
     financial position, profits and losses, or prospects of the Group taken as
     a whole.

7.   ANNOUNCEMENTS

     Save where an announcement is required by law or the rules of London Stock
     Exchange Limited, NASDAQ or any other exchange upon which the securities of
     Caledonia or OLOG are traded or dealt, none of the parties shall make, or
     procure or permit the making of, any announcement whether before or after
     Completion with respect to this Agreement or any ancillary matter without
     the prior consent of OLOG, Caledonia and Morgan Grenfell Development
     Capital Nominees Limited.

8.   ASSIGNMENT

     Any party may assign its rights under this Agreement after Completion and
     this Agreement shall be binding on and enure for the benefit of the
     parties' successors, assigns and personal representatives.

9.   ENTIRE AGREEMENT

     This Agreement, together with the First Disclosure Letter, the Second
     Disclosure Letter and the documents in the agreed form, represents the
     entire understanding, and constitutes the whole agreement, in relation to
     its subject matter and supersedes any previous agreement between the
     parties with respect thereto and without prejudice to the generality of the
     foregoing in the absence of fraud or wilful misrepresentation, excludes any
     warranty, condition or other undertaking implied at law or by custom.

10.  FURTHER ASSURANCE

10.1 So far as it remains to be performed this Agreement shall continue in full
     force and effect notwithstanding Completion.

10.2 Each of the parties shall after Completion execute all such deeds and
     documents and do all such things as any other party may reasonably require
     for perfecting the transactions intended to be effected under or pursuant
     to this Agreement.

11.  COSTS

     The parties other than Caledonia, CIS, the MGDC Vendors and the Management
     Vendors shall pay their own costs in connection with the preparation and
     negotiation of this Agreement and any matter contemplated by it.  Bristow
     shall procure that the costs of Caledonia, CIS, the MGDC Vendors and the
     Management Vendors in connection with the preparation and negotiation of
     this Agreement and any matter contemplated by it are paid by the Company.

                                       11

<PAGE>
 
12.  NOTICES

12.1 A notice, approval, consent or other communication in connection with this
     Agreement:

     12.1.1  must be in writing; and

     12.1.2  must be left at the address of the addressee, or sent by prepaid
             ordinary post (airmail if posted to or from a place outside the
             United Kingdom) to the address of the addressee or sent by
             facsimile to the facsimile number of the addressee which is
             specified in this Clause or if the addressee notifies another
             address or facsimile number in England and Wales then to that
             address or facsimile number.

             The address and facsimile number (where appropriate) of each party
             is:

             MGDC VENDORS
             The address and facsimile number set out under the name of each of
             the MGDC Vendors in Part 1 of Schedule 1.

             MANAGEMENT VENDORS
             The address set out under the name of each Management Vendor in
             Part II of Schedule 1.

             THE LOAN STOCK VENDORS
             The address set out under the name of each Loan Stock Vendor in 
             Part III of Schedule 1.

             OLOG AND OLII
             Address: - 224 Rue de Jean, Post Office Box 5C, Lafayette, 
                        Louisiana 70505, USA

             Facsimile: 001 318 235 6678

             For the attention of: Dru Milke Esq.
      
             CALEDONIA AND CIS
             Address: - Cayzer House, 1 Thomas More Street, London E1 9AR

             Facsimile: 011 44 171 488 0896

             For the attention of: Jonathan Cartwright

             MR. UGLAND
             Address:   PO Box 308, Storgaten 90, N-4891, Grimstad, Norway

             Facsimile: 00 47 37 04 0986

                                       12

<PAGE>
 
             BRISTOW
             Address:   Redhill Aerodrome, Redhill, Surrey RH1 5JZ

             Facsimile: 011 44 1737 822387
 
             For the attention of: The Company Secretary

12.2   A notice, approval, consent or other communication shall take effect from
       the time it is received (or, if earlier, the time it is deemed to be
       received in accordance with Clause 12.3) unless a later time is
       specified in it.

12.3   A letter or facsimile is deemed to be received:

       12.3.1  in the case of a posted letter, unless actually received earlier,
               on the third (seventh, if posted to or from a place outside the
               United Kingdom) day after posting; and

       12.3.2  in the case of facsimile, on production of a transmission report
               from the machine from which the facsimile was sent which
               indicates that the facsimile was sent in its entirety to the
               facsimile number of the recipient.

12.4   A notice given or document supplied to Morgan Grenfell Development
       Capital Nominees Limited shall be deemed to have been given or supplied
       to all of the MGDC Vendors except where the notice or document relates to
       a claim for breach of Warranty against any MGDC Vendor in which case it
       shall be given to that MGDC Vendor individually.

12.5   A notice given or document supplied to Dickson Minto shall be deemed to
       have been given or supplied to all of the Management Vendors except where
       the notice or document relates to a claim for breach of Warranty against
       any Management Vendor in which case it shall be given to that Management
       Vendor individually.

12.6   A notice given or document supplied to NatWest Ventures Limited shall be
       deemed to have been given or supplied to all of the Loan Stock Vendors
       except where the notice or document relates to a claim for breach of
       Warranty against any Loan Stock Vendor in which case it shall be given to
       that Loan Stock Vendor individually.

13.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of which
     when executed and delivered shall be an original, but all the counterparts
     together shall constitute one and the same instrument.

14.  GENERAL

14.1 No variation of this Agreement shall be valid unless it is in writing and
     signed by or on behalf of OLOG, Caledonia, Mr. Ugland, the Management
     Vendors and the MGDC Vendors.

14.2 The failure to exercise or delay in exercising a right or remedy under this
     Agreement shall not constitute a waiver of the right or remedy or a waiver
     of any other rights or remedies and no single or partial exercise of any
     right or remedy under this Agreement 

                                       13

<PAGE>
 
     shall prevent any further exercise of the right or remedy or the exercise
     of any other right or remedy.

14.3 To the extent that any provision of this Agreement, or of any other
     arrangement of which it forms part, is a restriction or information
     provision for the purposes of the Restrictive Trade Practices Act 1976
     ("RTPA") by virtue of which this Agreement or any such arrangement is
     registrable under the RTPA, no such restriction or provision shall take
     effect until the day after particulars of this Agreement or, as the case
     may be, that arrangement, have been furnished to the Director General of
     Fair Trading in accordance with the RTPA.

15.  GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

15.1 This Agreement shall be governed by, and construed in accordance with,
     English law.

15.2 Each party irrevocably agrees that the Courts of England shall have
     exclusive jurisdiction in relation to any claim, dispute or difference
     concerning this Agreement and any matter arising therefrom.

15.3 Each party irrevocably waives any right that it may have to object to an
     action being brought in those Courts, to claim that the action has been
     brought in an inconvenient forum, or to claim that those Courts do not have
     jurisdiction.

15.4 Each of the parties agrees that without preventing any other mode of
     service, any document in an action (including, but not limited to, any writ
     of summons or other originating process or any third or other party notice)
     may be served on any party by being delivered to or left for that party at
     its address for service of notices under Clause 12.

IN WITNESS of which the parties have executed this Agreement on the date first
mentioned above.

                                       14

<PAGE>
 
                                   SCHEDULE 1

                                    PART I

                                 MGDC VENDORS


<TABLE>
<CAPTION>

                                                                    NUMBER                    NO OF DOLLAR  NO OF                  
                            NUMBER OF A    NUMBER      NUMBER OF    OF DOLLAR    NO OF        DEFERRED      DEFERRED     STOCK     
                            SHARES BEFORE  OF A        DEFERRED     DEFERRED     A SHARES     SHARES        SHARES       TO BE     
MGDC VENDORS NAMES          OPERATION OF   SHARES TO   SHARES       SHARES       TO BE SOLD   TO BE SOLD    TO BE SOLD   ALLOTTED  
AND ADDRESSES               THE RATCHET    BE SOLD     TO BE SOLD   TO BE SOLD   AT STAGE 4   AT STAGE 4    AT STAGE 4   FOR (6)   
<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        
(1)                              (2)          (3)          (4)          (5)          (6)          (7)          (8)          (9)
Morgan Grenfell              40,298,510   32,835,823   40,298,510    7,462,687   32,835,823    7,462,687   40,298,510   18,694,130 
 Development Capital                                                                                                               
 Nominees Limited, A/C                                                                                                             
 MGCP, 23 Great Winchester                                                                                                         
 Street, London                                                                                                                    

Morgan Nominees (Guernsey)    3,022,500    2,462,778    3,022,500      559,722    2,462,778      559,722    3,022,500    1,402,310 
 Limited, Morgan Grenfell                                                                                                          
 House, Lefevre Street,                                                                                                            
 St. Peter Port, Guernsey,                                                                                                         
 Channel Islands                                                                                                                   

Morgan Grenfell               5,373,130    4,378,106    5,373,130      995,024    4,378,106      995,024    5,373,130    2,492,490 
 Development Capital                                                                                                               
 Nominees Limited, A/C                                                                                                             
 MGDC, 23 Great Winchester                                                                                                         
 Street, London                                                                                                                    

Coal Pension Venture          7,327,170    5,970,287    7,327,170    1,356,883    5,970,287    1,356,883    7,327,170    3,398,850 
 Nominees Limited, Pinners                                                                                                         
 Hall, 105-108 Old Broad                                                                                                           
 Street, London EC2M 1EH                                                                                                           

CINVen Investors Nominees        60,870       49,598       60,870       11,272       49,598       11,272       60,870       28,210 
 Limited, Pinners Hall,                                                                                                            
 105-108 Old Broad Street,                                                                                                         
 London EC2M 1EH                                                                                                                   

Railway Pension Venture       3,694,020    3,009,942    3,694,020      684,078    3,009,942      684,078    3,694,020    1,713,530 
 Capital Limited, 55 Old                                                                                                           
 Broad Street, London EC2M                                                                                                         
 1RX                                                                                                                               

Barclays Venture Nominees     3,694,020    3,009,942    3,694,020      684,078    3,009,942      684,078    3,694,020    1,713,530 
 Limited, 54 Lombard                                                                                                               
 Street, London EC3P 3AH                                                                                                           

Nippon Enterprise             1,343,280    1,094,524    1,343,280      248,756    1,094,524      248,756    1,343,280      623,350 
 Development Corp, JBP                                                                                                             
 OVAL3F, 52-2, 5 Chome                                                                                                             
 Jingumae Shibuya-Ku,                                                                                                              
 Tokyo 150, Japan                                                                                                                  

Berrylands Nominees Limited   3,612,770    2,943,739    3,612,770      669,031    2,943,739      669,031    3,612,770    1,676,220 
107 Cheapside, London EC2V                                                                                                         
 6DV                                                                                                                               

Commercial Union Life         1,007,460      820,893    1,007,460      186,567      820,893      186,567    1,007,460      467,740 
 Assurance Co. Ltd., St.                                                                                                           
 Helens, 1 Undershaft,                                                                                                             
 London EC3P 3DQ                                                                                                                   

Commercial Union Nominees     1,007,460      820,893    1,007,460      186,567      820,893      186,567    1,007,460      467,740 
 Limited, St. Helens, 1                                                                                                            
 Undershaft, London                                                                                                            
 EC3P 3DQ               
</TABLE>
 



<TABLE> 
<CAPTION> 

                                                                                               CASH           CASH       
                                                        NEW B                     NEW B        CONSIDE-       CONSIDE-             
                              NEW B         STOCK TO    SHARES       STOCK        SHARES TO    RATION         RATION               
                              SHARES TO     BE SOLD TO  TO BE SOLD   TO BE        BE SOLD      FOR (10)       FOR (12)             
MGDC VENDORS NAMES            BE ALLOTTED   OLII AT     TO OLII      SOLD TO OLOG TO OLOG AT   AND (11)       AND (13)             
AND ADDRESSES                 FOR (6)       STAGE 5     AT STAGE 5   AT STAGE 5   STAGE 5      IN (POUNDS)    IN (POUNDS)          
<S>                            <C>         <C>          <C>         <C>          <C>          <C>          <C>
     (1)                         (10)         (11)        (12)         (13)      (14)            (15)         (16)
Morgan Grenfell                1,006,607   11,896,430     640,577    6,797,700   366,030       12,537,314    7,164,180
 Development Capital         
 Nominees Limited, A/C       
 MGCP, 23 Great Winchester   
 Street, London              

Morgan Nominees (Guernsey)        75,509      892,710      48,069      509,600    27,440          940,333      537,333
 Limited, Morgan Grenfell    
 House, Lefevre Street,      
 St. Peter Port, Guernsey,   
 Channel Islands             

Morgan Grenfell                  134,211    1,586,130      85,407      906,360    48,804        1,671,640      955,223
 Development Capital         
 Nominees Limited, A/C       
 MGDC, 23 Great Winchester   
 Street, London              

Coal Pension Venture             183,015    2,163,070     116,473    1,235,780    66,542        2,279,564    1,302,608
 Nominees Limited, Pinners   
 Hall, 105-108 Old Broad     
 Street, London EC2M 1EH     

CINVen Investors Nominees          1,519       18,200         980       10,010       539           18,937       10,821
 Limited, Pinners Hall,      
 105-108 Old Broad Street,   
 London EC2M 1EH             

Railway Pension Venture           92,267    1,090,180      58,702      623,350    33,565        1,149,251      656,715
 Capital Limited, 55 Old     
 Broad Street, London EC2M   
 1RX                         

Barclays Venture Nominees         92,267    1,090,180      58,702      623,350    33,565        1,149,251      656,715
 Limited, 54 Lombard         
 Street, London EC3P 3AH     

Nippon Enterprise                 33,565      396,760      21,364      226,590    12,201          417,909      238,805
 Development Corp, JBP       
 OVAL3F, 52-2, 5 Chome       
 Jingumae Shibuya-Ku,        
 Tokyo 150, Japan            

Berrylands Nominees Limited       90,258    1,066,520      57,428      609,700    32,830        1,123,973      642,270
107 Cheapside, London EC2V   
 6DV                         

Commercial Union Life             25,186      297,570      16,023      170,170     9,163          313,432      179,104
 Assurance Co. Ltd., St.     
 Helens, 1 Undershaft,       
 London EC3P 3DQ             

Commercial Union Nominees         25,186      297,570      16,023      170,170     9,163          313,432      179,104
 Limited, St. Helens, 1      
 Undershaft, London EC3P     
 3DQ                         

</TABLE>
 

                                       15

<PAGE>
 

<TABLE>
<CAPTION>
                                                                    NUMBER                    NO OF DOLLAR  NO OF                  
                            NUMBER OF A    NUMBER      NUMBER OF    OF DOLLAR    NO OF        DEFERRED      DEFERRED     STOCK     
                            SHARES BEFORE  OF A        DEFERRED     DEFERRED     A SHARES     SHARES        SHARES       TO BE     
MGDC VENDORS NAMES          OPERATION OF   SHARES TO   SHARES       SHARES       TO BE SOLD   TO BE SOLD    TO BE SOLD   ALLOTTED  
AND ADDRESSES               THE RATCHET    BE SOLD     TO BE SOLD   TO BE SOLD   AT STAGE 4   AT STAGE 4    AT STAGE 4   FOR (6)   
<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        
        (1)                      (2)          (3)          (4)          (5)          (6)          (7)          (8)          (9)

Aberdeen City Council           671,640      547,262      671,640      124,378      547,262      124,378      671,640      311,220 
 Superannuation Fund,                                                                                                              
 Woodhill House, Westburn                                                                                                          
 Road, Aberdeen, AB9 2LU                                                                                                           

County NatWest Ventures       7,388,040    6,019,884    7,388,040    1,368,156    6,019,884    1,368,156    7,388,040    3,427,060 
 Investments Limited, 135                                                                                                          
 Bishopsgate, London EC2M                                                                                                          
 3UR                                                                                                                               

Lloyds Bank Nominees          2,014,920    1,641,787    2,014,920      373,133    1,641,787      373,133    2,014,920      934,570 
 Limited, A.C HUGEF, 48                                                                                                            
 Chiswell Street, London                                                                                                           
 EC1V 4XX                                                                                                                          

English and Scottish          5,373,120    4,378,098    5,373,120      995,022    4,378,098      995,022    5,373,120    2,492,490 
 Investors plc, Gartmore                                                                                                           
 House, 16-18 Monument                                                                                                             
 Street, London EC3R 8AJ                                                                                                           

The Gartmore 1990 Fund,       1,007,460      820,893    1,007,460      186,567      820,893      186,567    1,007,460      467,740 
 Gartmore House, 16-18                                                                                                             
 Monument Street, London                                                                                                           

Gartmore Enterprise Trust     1,679,100    1,368,156    1,679,100      310,944    1,368,156      310,944    1,679,100      778,960 
 plc Charles Oakley House,                                                                                                         
 125 West Regent Street,                                                                                                           
 Glasgow                                                                                                                           

NC Lombard Street Nominees    1,343,280    1,094,524    1,343,280      248,756    1,094,524      248,756    1,343,280      623,350 
 Limited, x30 account, PO                                                                                                          
 Box 348, 42 Islington                                                                                                             
 High Street, London N1 8XI                                                                                                        

Grant Charles Haggith, 22a       12,500       10,185       12,500        2,315       10,185        2,315       12,500        5,460 
 Abbots Road, Abbots                                                                                                               
 Langley, Herts, WD5 OAZ                                                                                                           

Nandraney Devi Haggith,          12,500       10,185       12,500        2,315       10,185        2,315       12,500        5,460 
 22a Abbots Road, Abbots                                                                                                           
 Langley, Herts, WD5 OAZ                                                                                                           

Thomas Henry Postlewaite,         7,500        6,111        7,500        1,389        6,111        1,389        7,500        3,640 
 Vinnicks Cottage, Pill                                                                                                            
 Hill, Highclere, Newbury,                                                                                                         
 Berkshire RG15 9SA                                                                                                                

Noreen Josephine                  7,500        6,111        7,500        1,389        6,111        1,389        7,500        3,640 
 Postlewaite, Vinnicks                                                                                                             
 Cottage, Pill Hill,                                                                                                               
 Highclere, Newbury,                                                                                                               
 Berkshire RG15 9SA                                                                                                                

David Charles Bays 15            20,630       16,810       20,630        3,820       16,810        3,820       20,630       10,010 
 Woodhall Avenue, Pinner,                                                                                                          
 Middlesex HA5 3DY                                                                                                                 

Patricia May Bays, 15            20,620       16,802       20,620        3,818       16,802        3,818       20,620       10,010 
 Woodhall Avenue, Pinner,                                                                                                          
 Middlesex HA5 3DY                                                                                                                 
- ----------------------------------------------------------------------------------------------------------------------------------- 

TOTALS                       90,000,000   73,333,333   90,000,000   16,666,667   73,333,333   16,666,667   90,000,000   41,751,710 
- ----------------------------------------------------------------------------------------------------------------------------------- 

</TABLE>




<TABLE> 
<CAPTION> 
                                                                                               CASH           CASH       
                                                        NEW B                     NEW B        CONSIDE-       CONSIDE-             
                              NEW B         STOCK TO    SHARES       STOCK        SHARES TO    RATION         RATION               
                              SHARES TO     BE SOLD TO  TO BE SOLD   TO BE        BE SOLD      FOR (10)       FOR (12)             
MGDC VENDORS NAMES            BE ALLOTTED   OLII AT     TO OLII      SOLD TO OLOG TO OLOG AT   AND (11)       AND (13)             
AND ADDRESSES                 FOR (6)       STAGE 5     AT STAGE 5   AT STAGE 5   STAGE 5      IN (POUNDS)    IN (POUNDS)
<S>                            <C>         <C>          <C>         <C>          <C>          <C>          <C>
         (1)                       (10)         (11)        (12)         (13)      (14)            (15)         (16)
Aberdeen City Council             16,758      198,380      10,682      112,840     6,076         208,955      119,403
 Superannuation Fund,        
 Woodhill House, Westburn    
 Road, Aberdeen, AB9 2LU     

County NatWest Ventures          184,534    2,181,270     117,453    1,245,790    67,081       2,298,501    1,313,429
 Investments Limited, 135    
 Bishopsgate, London EC2M    
 3UR                         

Lloyds Bank Nominees              50,323      595,140      32,046      339,430    18,277         626,864      358,208
 Limited, A.C HUGEF, 48      
 Chiswell Street, London     
 EC1V 4XX                    

English and Scottish             134,211    1,586,130      85,407      906,360    48,804       1,671,637      955,221
 Investors plc, Gartmore     
 House, 16-18 Monument       
 Street, London EC3R 8AJ     

The Gartmore 1990 Fund,           25,186      297,570      16,023      170,170     9,163         313,432      179,104
 Gartmore House, 16-18       
 Monument Street, London     

Gartmore Enterprise Trust         41,944      495,950      26,705      283,010    15,239         522,387      298,507
 plc Charles Oakley House,   
 125 West Regent Street,     
 Glasgow                     

NC Lombard Street Nominees        33,565      396,760      21,364      226,590    12,201         417,909      238,805
 Limited, x30 account, PO    
 Box 348, 42 Islington       
 High Street, London N1 8XI  

Grant Charles Haggith, 22a           294        3,640         196        1,820        98           3,889        2,222
 Abbots Road, Abbots         
 Langley, Herts, WD5 OAZ     

Nandraney Devi Haggith,              294        3,640         196        1,820        98           3,889        2,222
 22a Abbots Road, Abbots     
 Langley, Herts, WD5 OAZ     

Thomas Henry Postlewaite,            196        2,730         147          910        49           2,333        1,333
 Vinnicks Cottage, Pill      
 Hill, Highclere, Newbury,   
 Berkshire RG15 9SA          

Noreen Josephine                     196        2,730         147          910        49           2,333        1,333
 Postlewaite, Vinnicks       
 Cottage, Pill Hill,         
 Highclere, Newbury,         
 Berkshire RG15 9SA          

David Charles Bays 15                539        6,370         343        3,640       196           6,418        3,668
 Woodhall Avenue, Pinner,    
 Middlesex HA5 3DY           

Patricia May Bays, 15                539        6,370         343        3,640       196           6,415        3,666
 Woodhall Avenue, Pinner,    
 Middlesex HA5 3DY           
- ----------------------------------------------------------------------------------------------------------------------
TOTALS                         2,248,169   26,572,000   1,430,800   15,179,710   817,369      28,000,000   16,000,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       16

<PAGE>
 
                                    PART II

                              MANAGEMENT VENDORS

<TABLE>
<CAPTION>
 
                                                                                 OLOG                                         
                                                                     NO OF      COMMON                    NO OF                    
                              TOTAL NO     NUMBER OF    NO OF C     DEFERRED   STOCK TO     NO OF C      DEFERRED      STOCK
                                OF C       DEFERRED    SHARES TO   SHARES TO      BE       SHARES TO      SHARES       TO BE 
MANAGEMENT VENDORS NAMES &    SHARES TO    SHARES TO    BE SOLD     BE SOLD    ALLOTTED   BE SOLD AT    TO BE SOLD    ALLOTTED
 ADDRESSES                     BE SOLD      BE SOLD    AT STAGE 2  AT STAGE 2   FOR (4)     STAGE 4     AT STAGE 4    FOR (7)
<S>                          <C>          <C>          <C>         <C>         <C>        <C>          <C>           <C>        
          (1)                     (2)          (3)         (4)         (5)        (6)          (7)          (8)          (9)  
Stephen William Palframan,      900,000      900,000     225,000     225,000     14,066      675,000      675,000      409,500
 Saillards, Underhill                                                                                                         
 Lane, Ditchling, Hassocks                                                                                                    
 BN6 8NA                                                                                                                      
Ian Blair McIntosh, 140         560,000      560,000     140,000     140,000      8,752      420,000      420,000      254,800
 Harestone Hill, Caterham,                                                                                                    
 Surrey                                                                                                                       
Bristow Nominees Limited,    15,240,000   15,240,000           0           0          0   15,240,000   15,240,000    9,245,600
 Redhill Aerodrome,                                                                                                           
 Redhill, Surrey RH1 5JZ                                                                                                      
Christopher William             600,000      600,000     150,000     150,000      9,377      450,000      450,000      273,000
 Russell Fry, 6 Raglan                                                                                                        
 Close, Reigate, Surrey                                                                                                       
Keith H. R. Gaston-Parry,       500,000      500,000     125,000     125,000      7,814      375,000      375,000      227,500
 The Rod House, Horsham,                                                                                                      
 Surrey                                                                                                                       
Michael John Norris,            500,000      500,000     125,000     125,000      7,814      375,000      375,000      227,500
 Fairford Lodge, 14                                                                                                           
 Brightlands Road, Reigate                                                                                                    
Michael Wyatt Bill, 6 Wray      500,000      500,000     125,000     125,000      7,814      375,000      375,000      227,500
 Lane, Reigate, Surrey                                                                                                        
Dennis Russell, Luckwood,       200,000      200,000      50,000      50,000      3,125      150,000      150,000       91,000
 17 Woodside Road, Beare                                                                                                      
 Green, Dorking                                                                                                               
Allan Cyril Brown, 5            200,000      200,000      50,000      50,000      3,125      150,000      150,000       91,000
 Wolstonbury Close,                                                                                                           
 Hurstpiepoint                                                                                                                
Ian P. Scott, 81 Hawes          250,000      250,000      62,500      62,500      3,907      187,500      187,500      113,750
 Lane, West Wickham, Kent                                                                                                     
Saifudeen Edu, 11               500,000      500,000     125,000     125,000      7,814      375,000      375,000      227,500
 Bourdillon Road, Ikoyi,                                                                                                      
 Lagos, Nigeria                                                                                                               
Michael Oni, Ebani House,        50,000       50,000      12,500      12,500        781       37,500       37,500       22,750
 62 Marina, Lagos, Nigeria                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------ 
TOTALS:                      20,000,000   20,000,000   1,190,000   1,190,000     74,389   18,810,000   18,810,000   11,411,400
- ------------------------------------------------------------------------------------------------------------------------------ 
</TABLE>
    


<TABLE> 
<CAPTION>
                                                                             CASH
                                       CASH                                CONSIDE-
                             NEW B    CONSIDE-                  NEW B       RATION
                             SHARES    RATION       STOCK       SHARES       FOR
                              TO BE     FOR       TO BE SOLD  TO BE SOLD   (12) AND
MANAGEMENT VENDORS NAMES &   ALLOTTED  (7) IN      TO OLOG     TO OLOG     (13) IN
 ADDRESSES                   FOR (7)  (POUNDS)    AT STAGE 5  AT STAGE 5   (POUNDS)
<S>                          <C>       <C>       <C>          <C>         <C>
          (1)                 (10)      (11)         (12)      (13)         (14)
Stephen William Palframan,    22,050     7,177      409,500    22,050      431,575
 Saillards, Underhill        
 Lane, Ditchling, Hassocks   
 BN6 8NA                     
Ian Blair McIntosh, 140       13,720     4,466      254,800    13,720      268,538
 Harestone Hill, Caterham,   
 Surrey                      
Bristow Nominees Limited,    497,840   162,041    9,245,600   497,840    9,743,959
 Redhill Aerodrome,          
 Redhill, Surrey RH1 5JZ     
Christopher William           14,700     4,785      273,000    14,700      287,720
 Russell Fry, 6 Raglan       
 Close, Reigate, Surrey      
Keith H. R. Gaston-Parry,     12,250     3,987      227,500    12,250      239,769
 The Rod House, Horsham,     
 Surrey                      
Michael John Norris,          12,250     3,987      227,500    12,250      239,769
 Fairford Lodge, 14          
 Brightlands Road, Reigate   
Michael Wyatt Bill, 6 Wray    12,250     3,987      227,500    12,250      239,769
 Lane, Reigate, Surrey       
Dennis Russell, Luckwood,      4,900     1,595       91,000     4,900       95,914
 17 Woodside Road, Beare     
 Green, Dorking              
Allan Cyril Brown, 5           4,900     1,595       91,000     4,900       95,914
 Wolstonbury Close,          
 Hurstpiepoint               
Ian P. Scott, 81 Hawes         6,125     1,994      113,750     6,125      119,884
 Lane, West Wickham, Kent    
Saifudeen Edu, 11             12,250     3,987      227,500    12,250      239,769
 Bourdillon Road, Ikoyi,     
 Lagos, Nigeria              
Michael Oni, Ebani House,      1,225       399       22,750     1,225       23,981
 62 Marina, Lagos, Nigeria   
- ----------------------------------------------------------------------------------
TOTALS:                      614,460   200,000   11,411,400   614,460   12,026,558
- ----------------------------------------------------------------------------------
</TABLE>


                                       17

<PAGE>
 
                                   PART III

                             LOAN STOCK VENDOR(S)

                                                 PRINCIPAL AMOUNT  
        LOAN STOCK VENDORS                     OF LOAN STOCK TO BE
        NAME AND ADDRESSES                  SOLD AT STAGE 5 IN (POUND)
               (1)                                     (2)


Nippon Enterprise Development Corp, JBP              290,802
 Oval 3f, 52-2, 5-Chome, Jingumae,
 Shibuya-Ku, Tokyo 150, Japan

Commercial Union Life Assurance Co.                  218,101
 Ltd, St. Helen's, 1 Undershaft, London
 EC3P 3DQ

Commercial Union Nominees Limited A/C                218,101
 PF, St. Helens, 1 Undershaft, London
 EC3P 3DQ

Aberdeen City Council Superannuation                 145,401
 Fund, Woodhill House, Westburn Road,
 Aberdeen, AB9 2LU

County NatWest Ventures Investments                1,599,408
 Limited, 135 Bishopsgate, London EC2M
 3UR

English & Scottish Investors PLC,                  1,163,206
 Gartmore House, 16-18 Monument Street,
 London EC3R 8AJ

NC Lombard Street Nominees Limited X 30              290,802
 Account,  Regent's House, PO Box 348,
 42 Islington High Street, London N1 8XI

Morgan Nominees (Guernsey) Limited,                  654,294
 Morgan Grenfell House, Lefevre Street,
 St. Peter Port, Guernsey, Channel
 Islands

Lloyds Bank Nominees Limited, 48                     436,202
 Chiswell Street, London EC1V 4XX
- --------------------------------------------------------------------------------
TOTALS:                                            5,016,317
- --------------------------------------------------------------------------------

                                       18

<PAGE>
 
                                  SCHEDULE 2

                                   STAGE ONE
1.1  At Stage One:

     1.1.1  CIS, the MGDC Vendors and the Management Vendors shall procure that
            the C directors of the Company give their consent in the form of the
            BHGL C Directors Consent as well as the passing of the BHGL
            Resolution by all relevant persons;

     1.1.2  CIS, the MGDC Vendors and the Management Vendors shall procure the
            holding of a board meeting of the Company at which the board of
            directors of the Company shall approve the conversion pro rata of
            18.518 per cent. of the A Shares and 18.518 per cent. B Shares into
            Dollar Deferred Shares pursuant to the Ratchet.

     1.1.3  the Loan Stock Vendors and CIS shall procure the passing of the Loan
            Stock Resolution by all relevant persons;

     1.1.4  Caledonia shall deliver or cause to be delivered a copy of the
            minutes of a duly held meeting of the board of directors of
            Caledonia or a duly appointed and convened committee of the board of
            directors of Caledonia evidencing the authority of the persons
            executing this Agreement on behalf of Caledonia and approving the
            transfers contemplated by it or other appropriate evidence of due
            authorisation;

     1.1.5  OLOG shall deliver or cause to be delivered a copy of the minutes of
            a duly held meeting of the board of directors of OLOG evidencing the
            authority of the persons executing this Agreement on behalf of OLOG
            and approving the transfers contemplated by it or other appropriate
            evidence of due authorisation;

     1.1.6  CIS shall deliver or cause to be delivered a copy of the minutes of
            a duly held meeting of the board of directors of CIS evidencing the
            authority of the persons executing this Agreement on behalf of CIS
            and approving the transfers contemplated by it or other appropriate
            evidence of due authorisation;

     1.1.7  OLII shall deliver or cause to be delivered a copy of the minutes of
            a duly held meeting of the board of directors of OLII evidencing the
            authority of the persons executing this Agreement on behalf of OLII
            and approving the transfers contemplated by it or other appropriate
            evidence of due authorisation;

     1.1.8  each of the MGDC Vendors shall deliver or cause to be delivered
            evidence of the authority of the persons executing this Agreement on
            behalf of such MGDC Vendor and approving the transfers contemplated
            by it;

     1.1.9  each of the Loan Stock Vendors shall deliver or cause to be
            delivered a copy of the minutes of a duly held meeting of the board
            of directors of such Loan Stock Vendor evidencing the authority of
            the persons executing this Agreement on behalf of such Loan Stock
            Vendor and approving the transfers contemplated by it or other
            appropriate evidence of due authorisation;

                                       19

<PAGE>
 
    1.1.10  Bristow Nominees Limited shall deliver or cause to be delivered a
            copy of the minutes of a duly held meeting of the board of directors
            of Bristow Nominees Limited evidencing the authority of the persons
            executing the Agreement on behalf of Bristow Nominees Limited and
            approving the transfers contemplated by it or other appropriate
            evidence of due authorisation.

                                       20

<PAGE>
 
                                  SCHEDULE 3

                                   STAGE TWO

1.   STAGE TWO

1.1  At Stage Two:-

     1.1.1  CIS as the beneficial owner shall sell with full title guarantee,
            free from Encumbrances and together with all rights (present and
            future) attaching thereto, and OLOG shall purchase, 41,056,696 B
            Shares, 50,387,764 Deferred Shares and 9,331,068 Dollar Deferred
            Shares;

     1.1.2  CIS as the beneficial owner shall sell with full title guarantee,
            free from Encumbrances and together with all rights (present and
            future) attaching thereto, and OLOG shall purchase 24,109,971 B
            Shares, 29,589,510 Deferred Shares and 5,479,539 Dollar Deferred
            Shares; and

     1.1.3  Each of the Individual Managers as the beneficial owner shall sell
            with full title guarantee, free from Encumbrances and together with
            all rights (present and future) attaching thereto, and OLOG shall
            purchase, those C Shares set opposite that Individual Manager's name
            in column (4) of Part II of Schedule 1 and those Deferred Shares set
            opposite that Individual Manager's name in column (5) of Part II of
            Schedule 1.

2.   CONSIDERATION

2.1  The consideration for the sale of the 41,056,696 B Shares pursuant to
     paragraph 1.1.1 shall be the payment to CIS of (Pounds)24,547,786 in cash.

2.2  The consideration for the sale of the 50,387,764 Deferred Shares and
     the 9,331,068 Dollar Deferred Shares pursuant to paragraph 1.1.1 shall be
     the payment to CIS of (Pounds)0.02.

2.3  The consideration for the sale of the 24,109,971 B Shares pursuant to
     paragraph 1.1.2 shall subject as provided in paragraph 2.9 be the allotment
     to CIS of 1,300,000 shares of OLOG Common Stock and $7.5 million in
     principal amount of OLOG Loan Stock.

2.4  The consideration for the sale of the 29,589,510 Deferred Shares and the
     5,479,539 Dollar Deferred Shares pursuant to paragraph 1.1.2 shall be the
     payment to CIS of (Pounds)0.02.

2.5  The consideration for the sale of the 1,190,000 C Shares pursuant to
     paragraph 1.1.3 shall be the issue to the Individual Managers of a total of
     74,389 shares of OLOG Common Stock. Fractions of OLOG Common Stock will not
     be issued as part of the consideration hereunder.

2.6  The consideration for the sale of the 1,190,000 Deferred Shares pursuant to
     paragraph 1.1.3 shall be the payment to each Individual Manager of
     (Pounds)0.01. 

2.7  The consideration referred to in paragraphs 2.1-2.6 shall be saisfied at
     completion of Stage Two in accordance with the provisions of paragraph 3 of
     this Schedule.

                                       21

<PAGE>
 
2.8  The OLOG Common Stock to be allotted to CIS pursuant to paragraph 2.3 and
     to the Individual Managers pursuant to paragraph 2.5 shall be issued fully
     paid and shall rank pari passu with existing OLOG Common Stock in issue on
     the Completion Date.

2.9  In the event that the average of the aggregate closing bid prices quoted
     for one share of OLOG Common Stock on NASDAQ at the close of business on
     the 20 business days immediately preceding the Completion Date falls below
     US$12.50 there shall be allotted to Caledonia pursuant to Clause 2.3
     US$16.25 million of OLOG Common Stock valued with reference to such average
     price.

3.   COMPLETION OF STAGE TWO

3.1  Completion of Stage Two shall take place at the offices of Herbert Smith
     immediately following the completion of Stage One.

3.2  At completion of Stage Two:

     3.2.1  CIS shall deliver or cause to be delivered to OLOG share warrants in
            respect of 65,166,667 B Shares and 14,810,607 Dollar Deferred
            Shares, a duly executed transfer in favour of OLOG in respect of
            79,977,274 Deferred Shares and the relative share certificate for
            the Deferred Shares and CIS shall execute a certificate confirming
            the date of issue of the OLOG Loan Stock;

     3.2.2  each Individual Manager shall deliver or cause to be delivered to
            OLOG share warrants or a duly executed transfer in favour of OLOG in
            respect of those C Shares set opposite its name in column (4) of
            Part II of Schedule 1, a duly executed transfer in favour of OLOG in
            respect of these Deferred Shares set opposite its name in column (5)
            of Part II of Schedule 1 and the relative share certificates for the
            Deferred Shares and registered C Shares;

     3.2.3  OLOG shall:
            
            (A)  pay to Caledonia's Account by telegraphic transfer the sum of
                 (Pounds)24,547,786;

            (B)  issue to CIS 1,300,000 shares of OLOG Common Stock or, where
                 paragraph 2.9 applies, US$16.25 million of OLOG Common Stock;

            (C)  issue to CIS $7.5 million in principal amount of OLOG Loan
                 Stock;

            (D)  issue to the Individual Managers 74,389 shares of OLOG Common
                 Stock apportioned between the Individual Managers as set out in
                 column (6) of Part II of Schedule 1;

            (E)  enter the name of CIS in the register of members of OLOG as the
                 holder of the OLOG Common Stock issued to CIS pursuant to this
                 Schedule and issue CIS with a certificate in respect of such
                 OLOG Common Stock;

            (F)  enter the name of CIS in the register of loan stock holders of
                 OLOG as the holder of the OLOG Loan Stock issued to CIS
                 pursuant to this Schedule and issue CIS with a certificate in
                 respect of such OLOG

                                       22

<PAGE>
 
                 Loan Stock and execute a certificate confirming the date of
                 issue of the OLOG Loan Stock;

            (G)  enter the names of each Individual Manager in the register of
                 members of OLOG as the holder of the OLOG Common Stock issued
                 to that Individual Manager pursuant to this Schedule and issue
                 such Individual Manager with a certificate in respect of such
                 OLOG Common Stock;

            (H)  pay to CIS (Pounds)0.04 in satisfaction of the consideration
                 payable to CIS for the Deferred Shares and the Dollar Deferred
                 Shares pursuant to this Schedule 3; and

            (I)  pay to the Individual Managers (Pounds)0.01 each in
                 satisfaction for the consideration payable to the Individual
                 Managers for the Deferred Shares pursuant to this Schedule 3.

                                       23

<PAGE>
 
                                  SCHEDULE 4

                                  STAGE THREE

1.   AT STAGE THREE:-

1.1  OLOG shall:-

     1.1.1  procure that a board meeting of Bristow is held to deal with the
            matters set out in the Bristow Board Minutes;

     1.1.2  procure the passing of the Bristow Resolution by the requisite
            majority at a duly convened meeting of the shareholders of Bristow;
            and

     1.1.3  procure that two directors of Bristow shall execute the Stock
            Instrument pursuant to the authority referred to in paragraph
            1.1.1;

1.2  OLOG shall:-

     1.2.1  subscribe for 199,998 New C Shares in consideration for the transfer
            to Bristow by OLOG of 200,000 C Shares including payment for its
            subscriber shares in Bristow (which shall have been redesignated as
            New C Shares pursuant to the passing of the Bristow Resolution);

     1.2.2  transfer to Bristow 200,000 Deferred Shares;

     1.2.3  deliver to Bristow share warrants in respect of 200,000 C Shares
            together with a duly executed transfer in favour of Bristow of
            200,000 Deferred Shares together with the relative share certificate
            therefor;

     1.2.4  irrevocably undertake (subject to the fulfilment by Bristow of its
            obligations in paragraph 1.3 below) to sell the 200,000 New C Shares
            to Mr. Ugland for the consideration and otherwise on the terms set
            out in Schedule 6; and

1.3  Bristow shall:-

     1.3.1  issue and allot to OLOG 199,998 New C Shares and credit as fully
            paid the remaining two New C Shares;

     1.3.2  enter the name of OLOG in the register of members of the Company as
            the holder of such New C Shares and issue a share certificate to
            OLOG in respect of such New C Shares; and

     1.3.3  pay (Pounds)0.01 to OLOG in consideration for the transfer of
            200,000 Deferred Shares.

2.   The New C Shares to be allotted to OLOG pursuant to paragraph 1.3 shall be 
     issued fully paid.

                                       24

<PAGE>
 
                                  SCHEDULE 5

                                  STAGE FOUR
1.   STAGE FOUR

1.1  At Stage Four:

     1.1.1  each of the MGDC Vendors shall sell or procure to be sold with full
            title guarantee, free from Encumbrances and together with all rights
            (present and future) attaching thereto, and Bristow shall purchase,
            those A Shares set opposite that MGDC Vendor's name in column (6) of
            Part I of Schedule 1 together with those Deferred Shares set
            opposite that MGDC Vendor's name in column (8) of Part 1 of Schedule
            1 and those Dollar Deferred Shares set opposite that MGDC Vendor's
            name in column (7) of Part 1 of Schedule 1;

     1.1.2  Bristow shall allot (Pounds)189,280 in principal amount of Stock and
            10,192 New B Shares to OLOG; and

     1.1.3  each of the Management Vendors as beneficial owner shall sell or
            procure to be sold with full title guarantee, free from Encumbrances
            and together with all rights (present and future) attaching thereto
            and Bristow shall purchase, those C Shares set opposite that
            Management Vendor's name in column (7) of Part II of Schedule 1
            together with those Deferred Shares set opposite that Management
            Vendor's name in column (8) of Part II of Schedule 1.

2.   CONSIDERATION

2.1  The consideration for the sale of the A Shares pursuant to paragraph 1.1.1
     shall be the allotment to the MGDC Vendors of (Pounds)41,751,710 in
     principal amount of Stock and 2,248,169 New B Shares.

2.2  The consideration for the sale of the Deferred Shares and the Dollar
     Deferred Shares pursuant to paragraph 1.1.1 shall be the payment to each of
     the MGDC Vendors of (Pounds)0.02.

2.3  The consideration for the allotment of the Stock and the New B Shares to
     OLOG pursuant to paragraph 1.1.2 shall be the payment by OLOG to Bristow of
     (Pounds)200,000 in cash.

2.4  The consideration for the sale of the C Shares pursuant to paragraph 1.1.3
     shall be the allotment to the Management Vendors of (Pounds)11,411,400 in
     principal amount of Stock and 614,460 New B Shares and the payment to the
     Management Vendors of (Pounds)200,000 in cash.

2.5  The consideration for the sale of the Deferred Shares pursuant to paragraph
     1.1.3 shall be the payment to each of the Management Vendors of
     (Pounds)0.01.

2.6  The consideration referred to in paragraphs 2.1-2.5 shall be satisfied at
     completion of Stage Four in accordance with the provisions of paragraph 3
     of this Schedule.

2.7  The Stock and the New B Shares to be allotted to the MGDC Vendors and the
     Management Vendors pursuant to this paragraph 2 shall be issued fully paid.

                                       25

<PAGE>
 
3.   COMPLETION OF STAGE FOUR

3.1  Completion of Stage Four shall take place at the offices of Herbert Smith
     immediately following the completion of Stage Three.

3.2  At completion of Stage Four:

     3.2.1  each MGDC Vendor shall deliver or cause to be delivered to Bristow
            share warrants or a duly executed transfer in favour of Bristow in
            respect of those A Shares set opposite its name in column (6) of
            Part II of Schedule 1, a duly executed transfer in favour of Bristow
            in respect of those Deferred Shares set opposite its name in column
            (8) of Part 1 of Schedule 1, share warrants in respect of those
            Dollar Deferred Shares set opposite its name in column (7) of Part I
            of Schedule 1 and the relative share certificate for the Deferred
            Shares and the registered A Shares;

     3.2.2  OLOG shall pay to Bristow's Account by telegraphic transfer the sum
            of (Pounds)200,000;

     3.2.3  each Management Vendor shall deliver or cause to be delivered to
            Bristow, share warrants or a duly executed transfer in favour of
            Bristow in respect of those C Shares set opposite its name in column
            (7) of Part II of Schedule 1, a duly executed transfer in favour of
            Bristow in respect of those Deferred Shares set opposite its name in
            column (8) of Part II of Schedule 1 and the relative share
            certificate for the Deferred Shares and the registered C Shares;

     3.2.4  Bristow shall:
          
            (A)  issue and allot to the MGDC Vendors (Pounds)41,751,710 in
                 principal amount of Stock apportioned between the MGDC Vendors
                 as set out in Column (9) of Part I of Schedule 1 and 2,248,169
                 New B Shares apportioned between the MGDC Vendors as set out in
                 Column (10) of Part 1 of Schedule 1;

            (B)  issue and allot to OLOG (Pounds)189,280 in principal amount of
                 Stock and 10,192 New B Shares;

            (C)  issue and allot to the Management Vendors (Pounds)11,411,400 in
                 principal amount of Stock to be apportioned between the
                 Management Vendors as set out in Column (9) of Part II of
                 Schedule 1 and 614,460 New B Shares to be apportioned between
                 the Management Vendors as set out in column (10) of Part II of
                 Schedule 1;

            (D)  pay to Dickson Minto's account by telegraphic transfer the sum
                 of (Pounds)200,000 apportioned between the Management Vendors
                 as set out in column (11) of Part II of Schedule 1;

            (E)  enter the name of each MGDC Vendor in the register of loan
                 stock holders of Bristow as the holder of the Stock set
                 opposite its name in Column (9) of Part 1 of Schedule 1 and
                 issue a certificate to such MGDC Vendor in respect of such
                 Stock;

                                       26

<PAGE>
 
            (F)  enter the name of each MGDC Vendor in the register of
                 shareholders of Bristow as the holder of the New B Shares set
                 opposite its name in Column (10) of Part 1 of Schedule 1 and
                 issue a share certificate to such MGDC Vendor in respect of
                 such Shares;

            (G)  enter the name of OLOG in the register of loan stock holders of
                 Bristow as the holder of (Pounds)189,280 in principal amount of
                 Stock and issue a certificate to OLOG in respect of such Stock;

            (H)  enter the name of OLOG in the register of shareholders of
                 Bristow as the holder of 10,192 New B Shares and issue a share
                 certificate to OLOG in respect of such Shares;

            (I)  enter the name of each Management Vendor in the register of
                 loan stock holders of Bristow as the holder of the Stock set
                 opposite its name in column (9) of Part II of Schedule II and
                 issue a certificate to such Management Vendor in respect of
                 such Stock;

            (J)  enter the name of each Management Vendor in the register of
                 shareholders of Bristow as the holder of the New B Shares set
                 opposite its name in Column (10) of Part II of Schedule I and
                 issue a share certificate to such Management Vendor in respect
                 of such Shares; and

            (K)  pay to each of the MGDC Vendors (Pounds)0.02 in satisfaction of
                 the consideration payable for the Deferred Shares and the New
                 Deferred Shares pursuant to this Schedule 5; and

            (L)  pay to each of the Management Vendors (Pounds)0.01 in
                 satisfaction of the consideration payable for the Deferred
                 Shares pursuant to this Schedule 5.

                                       27

<PAGE>
 
                                  SCHEDULE 6

                                  STAGE FIVE

1.   STAGE FIVE

1.1  At Stage Five:

     1.1.1  OLOG as the beneficial owner shall sell with full title guarantee,
            free from Encumbrances and together with all rights (present and
            future) attaching thereto, and Mr. Ugland shall purchase, 200,000
            New C Shares;

     1.1.2  each of the MGDC Vendors as beneficial owner shall sell with full
            title guarantee, free from Encumbrances and together with all rights
            (present and future) attaching thereto, and OLII shall purchase,
            that Stock set opposite that MGDC Vendor's name in column (11) of
            Part I of Schedule 1 and those New B Shares set opposite that MGDC
            Vendor's name in column (12) of Part 1 of Schedule 1;

     1.1.3  each of the MGDC Vendors as beneficial owner shall sell with full
            title guarantee, free from Encumbrances and together with all rights
            (present and future) attaching thereto, and OLOG shall purchase that
            Stock set opposite that MGDC Vendor's name in column (13) of Part 1
            of Schedule 1 and those New B Shares set opposite that MGDC Vendor's
            name in column (14) of Part 1 of Schedule 1;

     1.1.4  each of the Management Vendors as beneficial owner shall sell with
            full title guarantee, free from Encumbrances and together with all
            rights (present and future) attaching thereto, and OLOG shall
            purchase, that Stock set opposite that Management Vendor's name in
            column (12) of Part II of Schedule 1 and those New B Shares set
            opposite that Management Vendors name in column (13) of Part II of
            Schedule 1; and

     1.1.5  each of the Loan Stock Vendors as beneficial owner shall sell with
            full title guarantee, free from Encumbrances and together with all
            rights (present and future and including payment of any dividend due
            but unpaid thereon) attaching thereto and OLOG shall purchase the
            principal amount of BHGL Loan Stock set opposite that Loan Stock
            Vendor's name in column (2) of Part III of Schedule 1 and shall pay
            any interest accrued due thereon to such Loan Stock Vendor.

2.   CONSIDERATION

2.1  The consideration for the sale of the 200,000 New C Shares pursuant to
     paragraph 1.1.1 shall be the payment by Mr. Ugland to OLOG of
     (Pounds)200,000 in cash.

2.2  The consideration for the sale of the Stock and New B Shares pursuant to
     paragraph 1.1.2 shall be the payment by OLII to the MGDC Vendors of
     (Pounds)28,000,000 in cash.

2.3  The consideration for the sale of the Stock and New B Shares pursuant to
     paragraph 1.1.3 shall be the payment by OLOG to the MGDC Vendors of
     (Pounds)16,000,000 in cash.

                                       28

<PAGE>
 
2.4  The consideration for the sale of the Stock and New B Shares pursuant to
     paragraph 1.1.4 shall be the payment by OLOG to the Management Vendors of
     (Pounds)12,026,558 in cash.

2.5  The consideration for the sale of the BHGL Loan Stock pursuant to paragraph
     1.1.5 shall be the payment by OLOG to the Loan Stock Vendors of 
     (Pounds)5,016,317 in cash plus (Pounds)443,190.24 of interest accrued due
     thereon.

2.6  The consideration referred to in paragraphs 2.1-2.5 above shall be paid at
     completion of Stage Five in accordance with the provisions of paragraph 3
     of this Schedule.

3.   COMPLETION OF STAGE FIVE

3.1  Completion of Stage Five shall take place at the offices of Herbert Smith
     immediately following the completion of Stage Four.

3.2  At completion of Stage Five:

     3.2.1  OLOG shall deliver or cause to be delivered to Mr. Ugland a duly
            executed transfer in respect of 200,000 New C Shares in favour of
            Mr. Ugland together with the relative share certificate therefor;

    3.2.2  each of the MGDC Vendors shall deliver or cause to be delivered to
           OLII duly executed transfers in favour of OLII or such person as OLII
           may nominate in respect of that Stock set opposite its name in column
           (11) of Part I of Schedule 1 and those New B Shares set opposite its
           name in column (12) of Part 1 of Schedule 1 together with the
           relative certificates therefor;

    3.2.3  each of the MGDC Vendors shall deliver or cause to be delivered to
           OLOG duly executed transfers in favour of OLOG or such person as OLOG
           may nominate in respect of that Stock set opposite its name in column
           (13) of Part 1 of Schedule 1 and those New B Shares set opposite its
           name in column (14) of Part 1 of Schedule 1 together with the
           relative certificates therefor;

    3.2.4  each of the Management Vendors shall deliver or cause to be delivered
           to OLOG a duly executed transfer in favour of OLOG or such person as
           OLOG may nominate in respect of that Stock set opposite its name in
           column (12) of Part II of Schedule 1 and those New B Shares set
           opposite its name in column (13) of Part II of Schedule 1 together
           with the relative certificates therefor;

    3.2.5  each of the Loan Stock Vendors shall deliver or cause to be delivered
           to OLOG a duly executed transfer in favour of OLOG or such persons as
           OLOG may nominate in respect of that BHGL Loan Stock set opposite its
           name in column (2) of Part III of Schedule 1 together with the
           relative certificate therefor;

    3.2.6  Mr. Ugland shall pay to OLOG's Account by telegraphic transfer the
           sum of (Pounds)200,000;

    3.2.7  OLII shall pay to Dickson Minto's Account on behalf of the MGDC
           Vendors by telegraphic transfer the sum of (Pounds)28,000,000 to be
           apportioned between the MGDC Vendors as set out in column (15) of
           Part 1 of Schedule 1; and

                                       29

<PAGE>
 
    3.2.8  OLOG shall pay to Dickson Minto's Account:
 
           (A)  on behalf of the MGDC Vendors by telegraphic transfer the sum of
                (Pounds)16,000,000 to be apportioned between the MGDC Vendors as
                set out in column (16) of Part I of Schedule 1;

           (B)  on behalf of the Management Vendors by telegraphic transfer the
                sum of (Pounds)12,026,558 to be apportioned between the
                Management Vendors as set out in Column (14) of Part II of
                Schedule 1; and

           (C)  on behalf of the Loan Stock Vendors by telegraphic transfer the
                sum of (Pounds)5,016,317 plus (Pounds)443,190.24 of accrued
                interest to be apportioned between the Loan Stock Vendors pro
                rata to their holdings of Loan Stock as set out in column (2) of
                Part III of Schedule 1.

    3.2.9  Bristow shall:

           (A)  enter the name of OLII in the register of Bristow Stock holders
                as the holder of 26,572,000 in principal amount of Stock and
                issue to OLII a Stock certificate therefor; and

           (B)  enter the name of OLOG in the register of Bristow Stock holders
                as the holder of 26,591,110 in principal amount of Stock and
                issue to OLOG a Stock certificate therefor.

3.3  The receipt of Dickson Minto for the consideration monies referred to in
     paragraphs 3.2.7 and 3.2.8 above shall be a sufficient discharge to OLOG
     and OLII who shall not be concerned to see that any moneys are in fact
     applied in paying the Management Vendors, the MGDC Vendors, the Loan Stock
     Vendors or any of them in accordance with their respective entitlements.

4.   POST COMPLETION OF STAGE FIVE

4.1  As soon as practicable after completion of Stage Five, Bristow shall:

     4.1.1  subject to the transfer thereof being duly stamped, enter the name
            of Mr Ugland in the register of members of Bristow as the holder of
            200,000 New C Shares and issue to Mr Ugland a share certificate
            therefor;

     4.1.2  subject to the transfer thereof being duly stamped, enter the name
            of OLII in the register of members of Bristow as the holder of
            1,430,800 New B Shares and issue to OLII a share certificate
            therefor;

     4.1.3  subject to the transfer thereof being duly stamped, enter the name
            of OLOG in the register of members of Bristow as the holder of
            1,431,829 New B Shares and issue to OLOG a share certificate
            therefor;

     4.1.4  subject to the transfer thereof being duly stamped if required, to
            procure the entry of OLOG in the register of BHGL Loan Stock holders
            as the holder of the BHGL Loan Stock and procure the issue to OLOG
            of a BHGL Loan Stock certificate therefor.

                                       30

<PAGE>
 
                                  SCHEDULE 7

                                   STAGE SIX

1.   STAGE SIX

1.1  At Stage Six:

     1.1.1  CIS as the beneficial owner shall sell with full title guarantee,
            free from Encumbrances and together with all rights (present and
            future) attaching thereto, and Bristow shall purchase 8,166,666 B
            Shares, 10,022,726 Deferred Shares and 1,856,060 Dollar Deferred
            Shares; and

     1.1.2  OLOG as the beneficial owner shall sell with full title guarantee,
            free from Encumbrances and together with all rights (present and
            future) attaching thereto, and Bristow shall purchase 65,166,667 B
            Shares, 990,000 C Shares, 80,967,274 Deferred Shares and 14,810,607
            Dollar Deferred Shares.

2.   CONSIDERATION

2.1  The consideration for the sale of 8,166,666 B Shares pursuant to paragraph
     1.1.1 shall be the allotment to CIS of 4,900,000 New A Shares.

2.2  The consideration for the sale of the 10,022,726 Deferred Shares and the
     1,856,060 Dollar Deferred Shares pursuant to paragraph 1.1.1 shall be the
     payment to CIS of (Pounds)0.02.

2.3  The consideration for the sale of the 65,166,667 B Shares and the 990,000 C
     Shares pursuant to paragraph 1.1.2 shall be the allotment to OLOG of:-

     2.3.1  2,027,179 New B Shares; and

     2.3.2  (Pounds)37,647,610 in principal amount of Stock.

2.4  The consideration for the sale of the 80,967,274 Deferred Shares and the
     14,810,607 Dollar Deferred Shares pursuant to paragraph 1.1.2 shall be the
     payment to OLOG of (Pounds)0.02.

2.5  The consideration referred to in paragraphs 2.1-2.4 shall be satisfied at
     Completion in accordance with the provisions of paragraph 3 of this
     Schedule.

2.6  The New A Shares to be allotted to CIS pursuant to paragraph 2.1, the New B
     Shares to be allotted to OLOG pursuant to paragraph 2.3.1 and the Stock to
     be allotted to OLOG pursuant to paragraph 2.3.2 shall be issued fully paid.

3.   COMPLETION OF STAGE SIX

3.1  Completion of Stage Six shall take place at the offices of Herbert Smith
     immediately following the Completion of Stage Five.

3.2  At completion of Stage Six:

     3.2.1  CIS shall deliver or cause to be delivered to Bristow, share
            warrants in respect of 8,166,666 B Shares and 1,856,060 Dollar
            Deferred Shares, a duly executed

                                       31

<PAGE>
 
            transfer in favour of Bristow in respect of 10,022,726 Deferred
            Shares and the relative share certificate for the Deferred Shares;

     3.2.2  OLOG shall deliver or cause to be delivered to Bristow, share
            warrants in respect of 65,166,667 B Shares and 14,810,607 Dollar
            Deferred Shares, share warrants or duly executed transfers in favour
            of Bristow in respect of 990,000 C Shares, a duly executed transfer
            in favour of Bristow in respect of 80,967,274 Deferred Shares and
            the relative share certificates for the Deferred Shares and the
            registered C Shares;

     3.2.3  Bristow shall:-

            (A)  issue and allot to CIS 4,900,000 New A Shares;

            (B)  issue and allot to OLOG 2,027,179 New B Shares;

            (C)  issue and allot to OLOG (Pounds)37,647,610 in principal amount
                 of Stock;

            (D)  enter the name of CIS in the register of Members of Bristow as
                 the holder of 4,900,000 New A Shares and issue a share
                 certificate to CIS in respect of such Shares;

            (E)  enter the name of OLOG in the register of Members of Bristow as
                 the holder of 2,027,179 New B Shares and issue a share
                 certificate to OLOG in respect of such Shares;

            (F)  enter the name of OLOG in the register of Stock holders of
                 Bristow as the holder of (Pounds)37,647,610 in principal amount
                 of Stock and issue a certificate to OLOG in respect of such
                 Stock; and

            (G)  pay to CIS and OLOG (Pounds)0.02 each in satisfaction of the
                 consideration payable for the Deferred Shares and the New
                 Deferred Shares pursuant to this Schedule 6.

                                       32

<PAGE>
 
                                  SCHEDULE 8

                                  STAGE SEVEN

1.1  Stage Seven shall take place at the offices of Herbert Smith immediately
     following the completion of Stage Six.

1.2  At Stage Seven:

     1.2.1   there shall be delivered to Bristow by or on behalf of CIS, the
             MGDC Vendors and the Management Vendors the certificate of
             incorporation, common seals, all statutory and minute books
             (written up to date) and share certificates books of the Company;

     1.2.2   there shall be delivered to Herbert Smith by Dickson Minto, the
             Second Disclosure Letter;

     1.2.3   OLOG shall deliver to Caledonia the Letter of Undertaking in the
             agreed form annexed hereto marked 'F';

     1.2.4   Bristow shall enter into the Debenture with the other parties
             thereto;

     1.2.5   Bristow shall enter into the Guarantee with the other parties
             thereto;

     1.2.6   Bristow, Caledonia, CIS, OLOG and OLII shall enter into the Parent
             Guarantee;

     1.2.7   OLOG and CIS shall enter into the Caledonia Registration Rights
             Agreement;

     1.2.8   OLOG shall enter into the Registration Rights Agreement with the
             other parties thereto;

     1.2.9   Bristow, OLOG, OLII, Caledonia and CIS shall enter into the
             Subordination Agreement with National Westminster Bank Plc;

     1.2.10  OLOG and Caledonia shall enter into the Supplemental Letter
             Agreement;

     1.2.11  CIS, the MGDC Vendors and the Management Vendors shall procure that
             a board meeting of the Company is held at which:-

             (A)  if requested by Caledonia and/or OLOG, Caledonia and/or OLOG
                  shall each be entitled to appoint one director to the Company
                  with effect from close of business on the Completion Date; and
 
             (B)  the Company shall declare a dividend in favour of Bristow of
                  (Pounds)199,452 (net of ACT) (being an amount equal to the
                  first instalment of the Management Fee payable to CIS under
                  the Shareholders Agreement) and shall instruct the Company
                  Secretary to pay such dividend to Bristow's Account on the
                  same day; and

     1.2.12  Bristow shall pay a dividend of (Pounds)199,452 (net of ACT) to
             Caledonia's Account in satisfaction of the first instalment of the
             Management Fee payable to CIS under the Shareholders Agreement.

                                       33

<PAGE>
 
                                  SCHEDULE 9

                                    PART I 

                      MANAGEMENT VENDORS WARRANTIES     

1.   ACCOUNTS

1.1  GENERAL

     The Accounts:

     1.1.1  have been prepared in accordance with all applicable Statements of
            Standard Accounting Practice, Financial Reporting Standards and
            Abstracts of the Urgent Issues Task Force and in all material
            respects in accordance with generally accepted accounting practice
            commonly adopted by companies carrying on businesses similar to
            those carried on by the Company and the Subsidiaries;

     1.1.2  show a true and fair view of the state of affairs of the Company and
            the Subsidiaries as at the Accounts Date and of its profits or
            losses for the financial year ended on that date;

     1.1.3  comply with the requirements of the Companies Act; and

     1.1.4  are prepared on consistent bases and policies of accounting which,
            since the Accounts Date, have continued to be adopted by the Company
            and the Subsidiaries without alteration.

1.2  POSITION SINCE ACCOUNTS DATE

     Since the Accounts Date:

     1.2.1  apart from the dividends provided for in the Accounts, no dividend
            or other distribution (as defined for the purposes of section 209 or
            210 of the Taxes Act) has been declared, paid or made by the
            Company;

     1.2.2  the business of the Company and the Subsidiaries has been carried on
            in the ordinary course and so as to maintain it as a going concern;

     1.2.3  the Company and the Subsidiaries has not entered into any
            transaction which has given rise or shall give rise to a liability
            to taxation on the Company and the Subsidiaries (or would have done
            so or would or would be reasonably likely to do so but for the
            availability of any relief, allowance, deduction or credit) other
            than corporation tax on income of the Group arising from
            transactions entered into in the ordinary course of business.

1.3  MANAGEMENT ACCOUNTS

     1.3.1  The Management Accounts have been prepared on bases and using
             policies of accounting consistent with those used by the Company
             and the Subsidiaries in the preparation of the Accounts and have
             otherwise generally been prepared in all material respects in
             accordance with generally accepted accounting policies 

                                       34

<PAGE>
 
             and practices commonly adopted by companies carrying on businesses
             similar to those carried on by the Company and the Subsidiaries.

      1.3.2  Since the Management Accounts Date there has been no material
             adverse change in the financial or trading position of the Group .

2.   ASSETS

2.1  TITLE TO ASSETS

     The assets included in the Accounts or acquired by the Company and the
     Subsidiaries since the Accounts Date (other than assets disposed of since
     that date in the ordinary course of business and other than any asset with
     a cost price of less than (Pounds)250,000) are the absolute property of the
     Company and the Subsidiaries free from any mortgage, charge, lien, bill of
     sale or other encumbrance and are not the subject of any leasing, hiring or
     hire-purchase agreement or agreement for payment on deferred terms or
     assignment or factoring or other similar agreement and all such assets are
     in the possession or under the control of the Company and the Subsidiaries.

2.2  CONDITION OF AIRCRAFT

     A Schedule indicating which of those helicopters and fixed wing aircraft
     owned or used by the Group are operational, in storage or  under
     maintenance is annexed to the Disclosure Letter, and such Schedule is true
     and accurate in all material respects.

2.3  CONTROL OF RECORDS AND INFORMATION

     All records and information belonging to the Company and the Subsidiaries
     (whether or not held in written form) which are required by the Company and
     the Subsidiaries for the conduct of its business in the ordinary course are
     in its exclusive possession, under its direct control and subject to
     unrestricted access by it.

2.4  ACQUISITION AT ARM'S LENGTH

     The Group has not within the period of twenty-four months ending on the
     date hereof, acquired any asset with a cost price of (Pounds)250,000 or
     more on terms which were not by way of bargain at arm's-length.

3.   PROPERTIES

     The Group has not at any time had vested in it (whether as an original
     tenant or undertenant or as an assignee, transferee or otherwise) any
     leasehold property in England (other than the Properties) which represents
     or is likely to represent a liability to the Group (whether in the form of
     rent, service charge, maintenance, obligations under covenants or
     otherwise) of (Pounds)250,000 or more.

                                       35

<PAGE>
 
4.   COMMERCIAL ARRANGEMENTS AND CONDUCT

4.1  MATERIAL CONTRACTS

     There is not outstanding:

     4.1.1  any contract of guarantee, indemnity or suretyship or any contract
            to secure any obligation of any person under which the Group has a
            contingent liability exceeding (Pounds)1,000,000;

     4.1.2  any agreement or arrangement between the Group and a major
            distributor or supplier of the Group outside the ordinary course of
            business of the Group; 4.1.3 any joint venture, shareholders
            consortium or partnership agreement or similar arrangement to which
            the Group is a party;

     4.1.4  any sale or purchase option or similar agreement or arrangement
            affecting any assets owned or to be owned by the Group with a cost
            price of more than (Pounds)250,000;

     4.1.5  any liability, obligation or commitment of any kind (other than
            those listed in 4.1.1 to 4.1.4 above) on the part of the Group
            (including a capital commitment) which has not been incurred in the
            ordinary course of business of the Group.

     For the purposes of this Warranty 4.1 the ordinary course of business of
     the Group comprises the following activities:-

     (A)  the provision of helicopter transportation services to the oil and gas
          industry;
     
     (B)  helicopter operating, technical and maintenance services;

     (C)  helicopter search and rescue services;

     (D)  fixed wing aircraft operating services; and

     (E)  helicopter or fixed wing aircraft training services.

4.2  EFFECT OF AGREEMENT ON OTHER AGREEMENTS

     There is no material agreement or arrangement between the Group and any
     other person which shall or is likely to be terminated as a result of this
     Agreement (or Completion) or which shall be affected materially by it.

4.3  COMMERCIAL POSITION

     There is no substantial customer or supplier of the Group who has notified
     the Group that it has ceased or intends to cease purchasing from or
     supplying to it.

5.   LITIGATION, DEFAULTS AND INSURANCE

5.1  LEGAL PROCEEDINGS

     Apart from normal debt collection, the Group is not engaged or proposing to
     engage in any litigation, arbitration, prosecution or other legal
     proceedings, and there are no

                                       36

<PAGE>
 
     claims or actions (whether criminal or civil) in progress, outstanding,
     pending or threatened against the Group, any of its assets or any of its
     directors or in respect of which the Group is liable to indemnify any party
     concerned in each case where its potential liability exceeds
     (Pounds)250,000.

5.2  OFFICIAL INVESTIGATIONS

     The Group has not been notified of any governmental or official
     investigation or inquiry concerning the Group which is in progress or
     threatened.

5.3  CLAIMS

     No claim exceeding (Pounds)250,000 under any policy of insurance taken out
     in connection with the business or assets of the Group is outstanding and
     no such claim is pending.

6.   CORPORATE ORGANISATION AND BUSINESS

6.1  MEMORANDUM AND ARTICLES

     The Company has at all times complied with all the provisions of its
     memorandum and articles of association and, in particular, has not entered
     into any ultra vires transaction.

6.2  LICENCES PERMISSIONS OR CONSENTS

     All licences, permissions and consents the absence of which would have a
     material adverse effect on the business of the Group have been obtained by
     it and are in full force and effect and there are no circumstances
     indicating that any of those licences, permissions or consents is likely to
     be revoked or not renewed in the ordinary course.

6.3  OTHER ASPECTS OF CARRYING ON BUSINESS

     The Group has complied in all material respects with all those legal
     requirements applicable to its business where failure to so comply would
     have a material adverse effect on the business of the Group, whether in the
     United Kingdom or in any other country.

6.4  ENVIRONMENT

     The Group has not since 31st December 1994 received any notice or
     intimation alleging any breach of Environmental Law with a potential
     liability to the Group of more than (Pounds)300,000.

6.5  EXISTENCE OF SUBSIDIARIES

     The Company does not have any subsidiary other than the Subsidiaries.

6.6  PARTICULARS OF SUBSIDIARIES

     The particulars of the Subsidiaries and the Associated Companies set out in
     Part II and Part III of Schedule 9 are correct and the share capital of
     each of the Subsidiaries and the Associated Companies is beneficially owned
     as shown there, free from all charges, liens, encumbrances and claims.

                                       37

<PAGE>
 
6.7  INTERESTS IN SHARES

     Other than the shareholdings of the Company in the Subsidiaries and the
     Associated Companies, the Company has no interest in the share capital or
     other securities of any other body corporate.

7.   EMPLOYEES

7.1  The names, addresses, age and date of commencement of employment of those
     persons employed by the Company and the Subsidiaries in the United Kingdom
     and Guernsey are set out in the Disclosure Letter and such information is
     true and accurate in all material respects.

7.2  True and accurate details of the respective salaries, ages, length of
     service, notice periods, terms and conditions of employment, share
     incentive schemes, share option schemes, profit-share or bonus schemes and
     entitlements under these schemes relating to persons employed by the
     Company and the Subsidiaries with an annual salary (including bonuses) of
     (Pounds)50,000 or more (or the foreign currency equivalent) have been
     disclosed to OLOG in the Disclosure Letter.

7.3  The Company and each of the Subsidiaries has in relation to each of its
     employees and to each of its former employees discharged in all material
     respects its obligations to pay all salaries, wages, commissions, bonuses,
     overtime pay, holiday pay, sick pay, accrued entitlement under incentive
     schemes, PAYE and national insurance contributions and other benefits of or
     connected with employment up to the date of this Agreement.

8.   PENSIONS

8.1  No agreement or arrangement (other than those pension schemes disclosed in
     the First Disclosure Letter ("DISCLOSED SCHEMES")) exists for the provision
     by the Company and the Subsidiaries of any relevant benefits (as defined in
     section 612 (1) of the Taxes Act with the omission of the exception in that
     definition) for any person employed or formerly employed by the Company and
     the Subsidiaries or for any dependant of any such person.

8.2  The Company and each of the Subsidiaries has no obligation (whether actual
     or contingent present or future) to contribute to any personal pension
     scheme (as defined in section 630 of the Taxes Act) in respect of any
     person employed or formerly employed by the Company and the Subsidiaries.

8.3  The Company and each of the Subsidiaries which has or has had employees
     participating in the Disclosed Schemes or any of them has duly complied in
     all material respects with its obligations under the Disclosed Schemes and
     all amounts due to be paid to the Disclosed Schemes from the Company and
     such Subsidiaries and their employees have been paid.

8.4  Since the date of the most recent actuarial valuation or funding review of
     the Disclosed Schemes (true and accurate details of which are set out in
     the Disclosure Letter), contributions made to the Disclosed Schemes have
     been at a rate or rates not lower than that or those recommended in the
     actuarial valuation or funding review (as appropriate).

                                       38

<PAGE>
 
9.   MISCELLANEOUS

9.1  INSOLVENCY

     9.1.1  No order has been made and no resolution has been passed for the
            winding up of, or a provisional liquidator to be appointed in
            respect of, the Company and no petition has been presented and no
            meeting has been convened for the purpose of winding up the Company;

     9.1.2  no administration order has been made and no petition for such an
            order has been presented in respect of the Company;

     9.1.3  no receiver (which expression shall include an administrative
            receiver) has been appointed in respect of the Company;

     9.1.4  the Company is not insolvent or unable to pay its debts within the
            meaning of section 123 of the Insolvency Act 1986 and the Company
            has not stopped paying its debts as they fall due;

     9.1.5  no voluntary arrangement has been proposed under section 1 of the
            Insolvency Act 1986 in respect of the Company;

     9.1.6  no unsatisfied judgment for an amount in excess of (Pounds)10,000 is
            outstanding against the Company; and

     9.1.7  no event analogous to any of the foregoing has occurred in relation
            to any other member of the Group in any jurisdiction.

                                       39

<PAGE>
 
                                    PART II

                          SPECIFIC VENDOR WARRANTIES

Each of the Vendors represents and warrants to OLOG and OLII in respect of 
itself only, as follows:-

1.   OWNERSHIP OF THE SHARES

     It is or will at Completion be the legal and beneficial owner of, or
     otherwise has full power and authority to transfer, legal and beneficial
     title to those Shares, Deferred Shares and Loan Stock set opposite its name
     in Schedule 1 free from Encumbrances.

2.   CAPACITY

2.1  It has the requisite power and authority to enter into and perform this
     Agreement and this Agreement constitutes and any document to be delivered
     by it at Completion will constitute valid and binding obligations on it in
     accordance with its terms.

2.2  It has not received notice from the Company of any exercise or claim or
     purporting to exercise or claim any lien over its shares and no call on its
     Shares, Deferred Shares or Loan Stock (as appropriate) is outstanding but
     all are fully paid up.

2.3  There will at Completion be no agreements or arrangements to which it is a
     party under which any member of the Group will have any continuing
     obligations or liabilities other than under any agreement or arrangement
     referred to in this Agreement or in the case of the Management Vendors
     under any service agreement or arrangement between such Management Vendor
     and any member of the Group.

                                       40

<PAGE>
 
                                   PART III

                                OLOG WARRANTIES

1.   OLOG REPRESENTS AND WARRANTS TO THE INDIVIDUAL MANAGERS THAT:

1.1  The Rights Agreement dated as of 29th February 1996 (the "Rights
     Agreement") between OLOG and Chemical Mellon Shareholder Services L.L.C.
     has been duly authorized, executed and delivered by OLOG; the Rights (as
     defined in the Rights Agreement) to be issued upon issuance of the OLOG
     Common Stock to be issued under this Agreement have been duly authorized
     and the Series A Junior Participating Preferred Stock to be issued upon
     exercise of the Rights has been duly authorized. Upon issuance of the OLOG
     Common Stock hereunder (including one Right for each Share of OLOG Common
     Stock), the Individual Managers will have all rights and powers and be
     subject to all other terms and conditions as are available and applicable
     to a Rights holder under the Rights Agreement and no further action on the
     part of OLOG is required to effect the foregoing.

1.2  All corporate action required to be taken for the authorization, issuance
     and sale of the OLOG Common Stock (including one Right for each share of
     OLOG Common Stock) pursuant to this Agreement has been validly and
     sufficiently taken. The shares of OLOG Common Stock and the Rights
     appertaining thereto have been duly authorized for issuance and sale to the
     Individual Managers pursuant to this Agreement and, when issued and
     delivered by OLOG herein pursuant to this Agreement against payment of the
     consideration set forth herein, such OLOG Common Stock and Rights will be
     validly issued and fully paid and nonassessable; and no holder thereof will
     be subject to personal liability solely by reason of being such a holder.

2.   OLOG represents and warrants to CIS, the MGDC Vendors and the Management
     Vendors that it has the requisite power and authority to enter into and
     perform this Agreement and this Agreement constitutes and any document so
     delivered by it at Completion will constitute valid and binding obligations
     on it in accordance with its terms.

                                       41

<PAGE>
 
                                  SCHEDULE 10

                 LIMITATIONS ON LIABILITY UNDER THE WARRANTIES

1.   The Individual Managers shall have no liability in respect of a claim under
     Part I of Schedule 9 unless the amount that could in the absence of 
     paragraphs 2, 3 and 4 hereof otherwise be recoverable from the Individual 
     Managers in respect of that claim exceeds (Pounds)50,000.

2.   The Individual Managers shall not have any liability in respect of a claim 
     under Part I of Schedule 9 unless and until the amount that could in the
     absence of paragraphs 3 and 4 hereof otherwise be recoverable from the
     Individual Managers in respect of that claim, when aggregated with any
     other amount or amounts recoverable in respect of other claims under Part I
     of Schedule 9 (excluding any amounts in respect of a claim for which the
     Individual Managers have no liability because of paragraph 1), exceeds
     (Pounds)1,500,000 and in the event that the aggregated amounts exceed
     (Pounds)1,500,000 the Individual Mangers shall (subject to paragraphs 1, 3 
     and 4) be liable for the full amount of all claims under Part I of
     Schedule 9.

3.   The liability of each of the Individual Managers in respect of any claim
     under Part 1 of Schedule 9 shall not exceed that proportion of such claim 
     which the C Shares set opposite his name in Column (2) of Part II of
     Schedule 1 bears to the total Shares in issue immediately before Stage One.

4.   The total liability of each of the Individual Managers in respect of all  
     Claims is limited to 50 per cent of the amount of the Consideration 
     received by him hereunder.

5.   The total liability of each of the Vendors other than the Individual
     Managers in respect of all claims is limited to the amount of the
     Consideration received by it hereunder.

6.   No Individual Manager shall have any liability in respect of a claim under
     Part I of Schedule 9 (other than under the Tax Warranty) unless OLOG or
     OLII has given that Individual Manager written notice of the claim (stating
     in reasonable detail the nature of the claim and, if practicable, the
     amount claimed) on or before 30th April 1998.

7.   No Individual Manager shall have any liability in respect of a claim under
     the Tax Warranty unless OLOG or OLII has given that Individual Manager
     written notice of the claim (stating in reasonable detail the nature of the
     claim and, if practicable, the amount claimed) on or before 30th April 
     2003.

8.   No Vendor shall have any liability in respect of a claim under Part II of
     Schedule 9 unless OLOG or OLII has given that Vendor written notice of the
     claim (stating in reasonable detail the nature of the claim and if
     practicable the amount claimed) on or before 30th April 2008.

9.   OLOG shall not have any liability in respect of a claim under Part III of
     Schedule 9 unless CIS, the MGDC or the Management Vendors has given OLOG
     written notice of the claim (stating in reasonable detail the nature of the
     claim and if practicable the amount claimed) on or before 30th April 2008.

10.  A claim notified in accordance with paragraphs 6 and/or 7 and not
     satisfied, settled or withdrawn is unenforceable against any Individual
     Manager on the expiry of the period

                                       42

<PAGE>
 
     of six months starting on the day of notification of the claim, unless
     proceedings in respect of the claim have been issued and served on that
     Individual Manager.

11.  No Individual Manager shall have any liability in respect of a claim under
     Part I of Schedule 9 to the extent that the matter giving rise to the
     claim would not have arisen but for:

11.1 An event after the Completion Date caused by a member of the OLOG Group or
     a director, employee, agent or adviser of the OLOG group;

11.2 the passing of or a change in, after the date of this Agreement, a law,
     rule, regulation, interpretation of the law or administrative practice of
     a government, governmental department, agency or regulatory body, a change
     in any area of accounting principle or practice generally accepted in any
     jurisdiction or an increase in the tax rates or an imposition of tax, in
     each case not actually or prospectively in force at the date of this
     Agreement;

11.3 a change in accounting policy or practice of any member of the Group after
     the Completion Date;

11.4 to the extent that the matter giving rise to the claim arises wholly or
     partially from an event after the date of this Agreement but before
     Completion at the request or direction of a member of the OLOG Group or an
     authorised director, employee, agent or adviser of the OLOG Group;

11.5 to the extent that the matter giving rise to the claim was specifically
     taken into account in computing the amount of an allowance, provision or
     reserve in the Accounts or was specifically referred to in the Accounts or
     in the directors report attached to the Accounts;

11.6 to the extent that the matter giving rise to the claim is a tax liability
     of any Company or Subsidiary arising because the assets of any Company or
     Subsidiary are more than, or its liabilities are less than, were stated in
     the Accounts;

11.7 to the extent that the matter giving rise to the claim is a tax liability
     against which a relief arising on or before Completion and not shown as an
     asset in the Accounts is utilised; and

11.8 to the extent that any Company or Subsidiary obtains the benefit of a
     relief (other than a deferred relief) in an accounting period ending after
     the Accounts Date for an expenditure, reserve or provision which was
     specifically taken into account in the Accounts so as to reduce the net
     assets of a Company or Subsidiary but was not, in preparing the Accounts,
     treated as non-deductible or non-allowable for tax purposes so as to
     increase the provision for tax in the Accounts.

12.  OLOG and OLII are not entitled to recover more than once in respect of any
     one matter giving rise to a claim.

13.  If any member of the Group is entitled to recover from another person a sum
     which relates to a matter which has given, or might give, rise to a claim
     and any Individual Manager has first agreed (to OLOG and OLII's reasonable
     satisfaction) to indemnify Bristow against all costs which Bristow or any
     other member of the Group may incur

                                       43

<PAGE>
 
     in connection with the taking of the following action, then, at that
     Individual Manager's request, Bristow shall, and shall ensure that the
     Group will, take any action reasonably requested by that Individual Manager
     to enforce recovery against the other person and where prior to such
     recovery the Individual Managers (or some thereof) have made payment to
     OLOG and OLII in settlement of the claim under the Warranties, OLOG and
     OLII shall account to each Individual Manager for the lesser of:

13.1 the appropriate share of the sum recovered (including any interest paid by
     the other person), net of any reasonable costs incurred in making recovery
     (save where such costs have been met by any Individual Manager) having
     regard to paragraph 3 above; and

13.2 the amount paid by the Individual Manager in respect of such claim.

14.  Nothing in this Schedule 10 restricts or limits any general obligation at
     law of OLOG and OLII to mitigate any loss or damage which it may incur in
     consequence of a matter giving rise to a claim.

15.  IF at any time after the date of this Agreement any of the Individual
     Managers wishes to insure against his liabilities in respect of claims,
     OLOG and OLII shall provide such information as it is able and which a
     prospective insurer may reasonably require for the purposes of effecting
     the insurance.

16.  OLOG and OLII shall, and shall ensure that each member of the Group will
     preserve all documents, records, correspondence, accounts and other
     information whatsoever relevant to a matter which may give rise to a claim
     under the Warranties until the expiry of three years from the date of this
     Agreement.

17.  In assessing any damages or other amounts recoverable for a claim there
     shall be taken into account any corresponding savings by, or net benefit
     to, the OLOG Group in connection with the facts or circumstances giving
     rise to such claim.

                                       44

<PAGE>
 
                                  SCHEDULE 11

                                    PART I

                            DETAILS OF THE COMPANY

Date of Incorporation:     29.8.91

Registered Number:         02641653
Registered Office:         Redhill Aerodrome
                           Redhill
                           Surrey RH1 5JZ

Authorised share capital:  (Pounds)10,000,000 and US$2,000 divided into 
                           200,000,000 Deferred Shares, 90,000,000 A Shares,
                           90,000,000 B Shares and 20,000,000 C Shares.

Issued share capital:      (Pounds)10,000,000 and US$2,000

Directors:                 Peter Neville Buckley
                           Jonathan Harry Cartwright
                           Stephen William Palframan

Secretary:                 Ian Blair McIntosh

Auditors:                  KPMG

Bankers:                   National Westminster Bank plc

Outstanding Charges:

1.   Debenture dated 7.11.91 with National Westminster Bank comprising fixed and
     floating charges over the undertaking and all property and assets present
     and future.

2.   Shares charge dated 7.11.91 securing all monies due or to become due from
     the company to the chargee under the Credit Agreement, Caledonia Counter-
     Indemnity interest-rate protection letter, security document and Group
     Guarantee.

3.   Amendment and Restatement Agreement dated 30.6.95 charging all shares and
     other securities issued by National Westminster Bank in order to secure
     actual and/or contingent obligations and liabilities under Group Guarantee,
     Credit Agreement, Working Capital Facility Letter and Security Documents to
     which Chargor is a party.

                                       45

<PAGE>
 
                                    PART II

                          DETAILS OF THE SUBSIDIARIES

Name:                          BRISTOW NOMINEES LIMITED

Date of Incorporation:         29.8.91

Registered Number:             02641652

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      (pounds)100 divided into 100 Ordinary Shares

Issued share capaital:         100 Ordinary Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Limited (100)

Directors:                     Peter Neville Buckley
                               Stephen William Palframan
                               Ian Blair McIntosh

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Associations
Available Yes/No:              Yes

Outstanding Charges:           None

                                       46

<PAGE>
 
Name:                          BRISTOW STAFF PENSION SCHEME TRUSTEES LIMITED

Date of Incorporation:         20.12.91

Registered Number:             02663634

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      2 Ordinary Shares of (pounds)1 each

Issued share capital:          2 Ordinary Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Limited (2)

Directors:                     Michael Wyatt Bill
                               Ian Blair McIntosh
                               Peter Neville Buckley

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association 
Available:                     YES

Outstanding Charges:           None

                                       47

<PAGE>
 
Name:                          BRISTOW CALEDONIAN HELICOPTERS LIMITED

Date of Incorporation:         5.3.92

Registered Number:             SC136989

Country of Incorporation:      Scotland

Registered Office:             Aberdeen Airport
                               Dyce
                               Aberdeen AB2 0ES

Authorised share capital:      100 Ordinary Shares of (pounds)1 each

Issued share capital:          100 Ordinary Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Limited (100)

Directors:                     Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
                               Anthony Jones

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           None

                                       48

<PAGE>
 
Name:                          UNITED HELICOPTERS LIMITED

Date of Incorporation:         22.7.55

Registered Number:             00552382

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      150 000 Ordinary Shares of (pounds)1 each

Issued share capital:          150 000 Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Ltd. (150,000)

Directors:                     Christopher William Russell Fry
                               Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Assoication
Available:                     YES

Outstanding Charges:           (1) 7.11.91  Debenture
                               (2) 30.6.95  Amendment and Restatement Agreement

                                       49

<PAGE>
 
Name:                          BRITISH ISLAND AIRWAYS (GUERNSEY) LIMITED

Date of Incorporation:         27.5.82

Registered Number:             10852

Country of Incorporation:      Guernsey

Registered Office:             First Floor, National Westminster House,  
                               Le Truchot, 
                               St. Peter Port, Guernsey

Authorised share capital:      100 Ordinary Shares of (pounds)1 each

Issued share captial:          7 Ordinary Shares of (pounds)1 each

Registered shareholders:       Abacus Trustees (Guernsey) Limited (3)
                               Abacus Trustees (Jersey) Limited (1)
                               Abacus (Guernsey) Limited (1)
                               Abacus Secretaries (Guernsey) Limited (1)
                               Abacus Secretaries (Jersey) Limited (1)

Directors:                     David Richard Johnson
                               Julian Vaughan
 
Outstanding Charges:           None

                                       50

<PAGE>
 
Name:                          PERTH AIRPORT LIMITED

Date of Incorporation:         29.10.38

Registered Number:             00345684

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      17,500 Ordinary shares (pounds)1 each
                               100 Preference Shares of (pounds)1 each

Issued share capital:          17,500 Ordinary Shares of (pounds)1 each
                               100 Preference Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Limited (17,500 Ordinary
                               Shares; 100 Preference Shares)

Directors:                     Michael Wyatt Bill
                               Michael John Norris
                               Stephen William Palframan
                               Dennis Russell
                               Richard Langton
                               Ian Blair McIntosh

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.
                               The Royal Bank of Scotland plc.

Articles of Association:       YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 30/6/95 - Amendment and Restatement Agreement

                                       51

<PAGE>
 
Name:                          BRISTOW AVIATION LIMITED

Date of Incorporation:         21.11.67

Registered Number:             00923298

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      18,720,000 Ordinary Shares of 10p each
                               100 Preference Shares of (pounds)1 each

Issued share capital:          18,720,000 Ordinary Shares of 10p each
                               100 Preference Shares of (pounds)1 each

Registered shareholders:       Bristow Helicopter Group Limited
                               (18,720,000 Ordinary Shares 100 
                               Preference Shares)

Directros:                     Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
 
Secretary:                     Ian Blair McIntosh
 
Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 30/6/95 - Amendment and Restatement Agreement

                                       52

<PAGE>
 
Name:                          CALEDONIAN HELICOPTERS LIMITED

Date of Incorporation:         21.7.70

Registered Number:             00985151

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      6,000,000 Ordinary Shares of (pounds)1 each
                               
Issued share capital:          6,000,000 Ordinary Shares of (pounds)1 each

Registered shareholders:       United Helicopters Limited (6,000,000)

Directors:                     Christopher William Russell Fry
                               Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
                               Anthony Jones

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Articles of Association
Available:                     YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 8/11/91 - Legal Charge
                               (3) 30/6/95 - Amendment and Restatement Agreement

                                       53

<PAGE>
 
Name:                          BRISTOW HELICOPTERS (INTERNATIONAL) LIMITED

Date of Incorporation:         12.5.58

Registered Number:             00604403

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Surrey RH1 5JZ

Authorised share capital:      250 Ordinary Shares at (pounds)1 each at 
                               (pounds)1 each
                               750 Preference Shares at (pounds)1 each

Issued share capital:          250 Ordinary Shares at (pounds)1 each
                               750 Preference Shares at (pounds)1 each

Registered shareholders:       United Helicopters Limited (250 Ordinary Shares
                                                          750 Preference Shares)

Directors:                     Christopher William Russell Fry
                               Keith Gaston-Parry
                               Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 30/6/95 - Amendment and Restatement Agreement

                                       54

<PAGE>
 
Name:                          BRITISH EXECUTIVE AIR SERVICES LIMITED
         
Date of Incorporation:         19.5.54

Registered Number:             00805738

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      1,500,000 Ordinary Shares of (pounds)1 each
              
Issued share capital:          945,000 Ordinary Shares (pounds)1 each

Registered shareholders:       Bristow Helicopters Limited (945,000)

Directors:                     Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
                               Edward Tait
                               Anthony Jones

Secretary:                     Ian Blair McIntosh
 
Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 7/11/91 - Deed of Helicopter Mortgage
                               (3) 11/11/91 - Confirmatory Charge
                               (4) 30/6/95 - Amendment & Restatement Agreement

                                       55

<PAGE>
 
Name:                          OXFORD HELI SERVICES LIMITED

Date of Incorporation:         16.11.64

Registered Number:             00827367

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Surrey RH1 5JZ

Authorised share capital:      100 (pounds)1 Ordinary Shares
                               1900 (pounds)1 4.38% Cumulative Participating
                               Preference Shares

Issued share capital:          500 Shares of (pounds)1 (100 (pounds)1 Ordinary
                               Shares; 400 4.38% Cumulative Participating 
                               Preference Shares)
 
Registered shareholders:       British Executive Air Services Limited (100 
                               Ordinary and 400 4.38% Cumulative Preference 
                               Shares)

Directors:                     Christopher William Russell Fry
                               Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
                               Dennis Russell

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           (1) 7/11/91 Debenture
                               (2) 30/6/95 Amendment & Restatement Agreement

                                       56

<PAGE>
 
Name:                          HELI-UNION B.E.A.S. LIMITED

Date of Incorporation:         4.3.68

Registered Number:             00928170

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill
                               Surrey RH1 5JZ

Authorised share capital:      1,100 Ordinary Shares of (pounds)1 each divided
                               into 1000 'A' Ordinary Shares of (pounds)1 each
                               and 100 'B' Ordinary Shares of (pounds)1 each

Issued share capital:          1,100 Ordinary Shares divided into:  1000 'A'
                               Ordinary Shares and 100 'B' Ordinary Shares

Registered shareholders:       British Executive Air Services Limited (1000 'A'
                               Ordinary Shares; 100 'B' Ordinary Shares)

Directors:                     Ian Blair McIntosh
                               Christopher William Russell Fry
                               Stephen William Palframan

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association:       YES

Outstanding Charges:           None

                                       57

<PAGE>
 
Name:                          BRISTOW HELICOPTERS SINGAPORE PTE LIMITED

Registered No:                 1375/1971

Incorporation Details:         Incorporated in Singapore on 16th December 1971

Registered Office:             50 Raffles Place, 18 Floor Shell Tower, 
                               Singapore 0104

Share Capital:                 Authorised: 100,000 divided into 5,000 shares 
                               of S$20 each

                               Issued: 100 shares divided into 5 shares of S$20

Registered Shareholders:       United Helicopters Ltd 5 shares of S$20

Directors:                     Christopher William Russell Fry
                               K. Shanmugam
                               Stephen William Palframan

Secretary:                     Mr Khoo Kah Ho

Holding Company:               United Helicopters Limited

Subsidiaries:                  None

Charges:                       None

                                       58

<PAGE>
 
Name:                          WEST AUSTRALIAN HELICOPTERS PTY LIMITED

Registered No:                 781/67

Incorporation Details:         Incorporated in Australia on 9th November 1967

Registered Office:             2nd Floor Reserve Bank Building, 45 St Georges
                               Terrace, Perth, Australia

Share Capital:                 Authorised: 100,000 divided into 100 Ordinary
                               Shares of $1 each, and 99,900 redeemable 
                               Preference Shares of $1 each

                               Issued: $100,000 divided into:

                               100 Ordinary Shares of $1 and
                               99,900 Redeemable Preference Shares of $1

Registered Shareholders:       Ordinary Shares:

                               Cranley Management Pty Limited         51
                               United Helicopters Limited             49

                               Redeemable Preference Shares:
                               Cranley Management Pty Limited     50,949
                               United Helicopters Limited         48,951

Directors:                     Stephen William Palframan
                               Anthony Kay
                               Christopher William Russell Fry

Secretary:                     Anthony Kay

Holding Company:               Cranley Management Pty Limited

Note:  Changed its name from ATA Helicopters Pty Limited to West Australian 
Helicopters Pty Limited on 1st April 1968

Trading Status:                Dormant
 
Charges:                       None

                                       59

<PAGE>
 
Name:                          BITSYSTEM LIMITED

Date of Incorporation:         6.12.88

Registered Number:             02325297

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Redhill 
                               Surrey RH1 5JZ

Authorised share capital:      10 Ordinary Shares at (pounds)1 each

Issued share capital:          10 Ordinary Shares at (pounds)1 each

Registered shareholders:       Bristow Helicopters Limited (10)

Directors:                     Stephen William Palframan
                               Ian Blair McIntosh

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           None

                                       60

<PAGE>
 
Name:                          BRISTOW HELICOPTERS (EASTERN) LIMITED

Date of Incorporation:         6.6.53

Registered Number:             00520374

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Surrey RH1 5JZ

Authorised share capital:      2000 Ordinary Shares of (pounds)1 

Issued share capital:          1000 Ordinary Shares of (pounds)1

Registered shareholders:       Bristow Helicopters Limited (1,000)

Directors:                     Michael Wyatt Bill
                               Allan Cyril Brown
                               Ian Blair McIntosh
                               Stephen William Palframan
                               Dennis Russell

Secretary:                     Ian Blair McIntosh

Auditors:                      KPMG

Bankers:                       National Westminster Bank plc.

Articles of Association:       YES

Outstanding Charges:           (1) 7/11/91 - Debenture
                               (2) 30/6/95 - Amendment & Restatement Agreement

                                       61

<PAGE>
 
Name:                          HELICOPTER RENTALS LIMITED

Date of Incorporation:         17.6.59

Registered Number:             FC 15036

Country of Incorporation:      Bermuda

Registered Office:             Clarendon House
                               Church Street
                               Hamilton, HM11 Bermuda

Authorised share capital:      BD$12,000 divided into 5,000 ordinary shares of
                               BD$2.40 each

Issued share capital:          BD$12,000 divided into 5,000 ordinary shares of
                               BD$2.40 each

Registered shareholders:       Bristow Helicopters Limited          4993
                               Charles T.M. Collis                     1
                               Christopher William Russell Fry         1
                               Stephen William Palframan               1
                               R.S.L. Pearman                          1
                               Dennis Russell                          1
                               Nicholas D. Trollope                    1
                               Michael John Norris                     1

Directors:                     Stephen William Palframan
                               Christopher William Russell Fry
                               Michael John Norris
                               Dennis Russell
                               Charles T.M. Collis
                               Nicholas D. Trollope
                               R.S.L. Pearman

Secretary:                     Ian Blair McIntosh
 
Articles of Association/Constitutional Documents Available: YES

Charges:                       None

                                       62

<PAGE>
 
Name:                          BRISTOW HELIKOPTERS B.V.

Date of Incorporation:         Incorporated in Amsterdam on 2nd July 1993

Registered Number:             262.40.7149
                               1p*03*3.26

Registered Office:             Appeldijk 17,4161 BH, Heukelum, The Netherlands

Authorised share capital:      NLG200,000 divided into 200,000 shares of NLG 1
                               each

Issued share capital:          NLG 40,000

Registered shareholders:       Bristow Helicopters Limited

Directors:                     Stephen William Palframan
                               Ian Blair McIntosh

Secretary:                     Ian Blair McIntosh

Holding Company:               Bristow Helicopters Limited

Charges:                       None

                                       63

<PAGE>
 
Name:                          IRISH HELICOPTERS LIMITED

Registered No:                 27315

Incorporation Details:         Incorporated in Ireland on 8th October 1968

Registered Office:             West Point Hangar, Dublin Airport, Ireland

Share Capital:                 Authorised - 250,000 (pounds)1 Shares
                               Issued     - 250,000 (pounds)1 Shares

Registered Shareholders:       Bristow Helicopters Limited - 127,500 Shares-51%
                               Petroleum Helicopter Inc. - 122,500 Shares - 49%

Directors:                     Carroll W Suggs
                               John H Untereker
                               Philip Noel Hunt
                               Stephen William Palframan

Secretary:                     Gary Jermyn

Auditors:                      KPMG Stokes Kennedy Crowley

Charges:                       None

                                       64

<PAGE>
 
Name:                          BRISTOW HELICOPTERS INC.

Registered No:                 318605

Incorporation Details:         Incorporated in United States on 26th May 1978

Registered Office:             Reid and Riege PC, One State Street, 
                               Hartford, Conn.  06103-3285

                               Never did business in Texas
                               Never paid Texas Franchise tax

Share Capital:                 Authorised and Issued:
 
                               1,250 Preferred non-voting shares of par 
                               value $10 each
                               97,000 non-preferred voting shares of par
                               value $10 each

Registered Shareholders:       Preferred non-voting shares of par value $10 each

                               C Bond          Holding     250
                               J Clavell       Holding     250
                               W Miller        Holding     250
                               K Osborne       Holding     250
                               S Percy         Holding     250
                                                           ---
                                                         1,250

                               Shareholders of non-preferred voting shares 
                               par value $10

                               Helicopter Rentals
                               Limited:        Holding  97,500

Director:                      K J Osborne

Secretary:                     N S Hewitt

Holding Company:               Helicopter Rentals Limited
                               Acquired 03.04.82
                               Holding 100%

Charges:                       None

                                       65

<PAGE>
 
Name:                          HELICOPTER RENTALS INC

Registered No.                 2259257

Incorporation Details:         Incorporated in United States on 7th January 1977
 
Registered Office:             Reid and Reige PC, One State Street,
                               Hartford, Conn.  06103-3285

                               Tel:  203-278-1150
                               Fax:  203-240-1002

Share Capital:                 Authorised:  $5000 divided with 500 shares of 
                                            $10 each

                               Issued:      $1,000 divided with 100 shares of
                                            $10 each

Registered Shareholders:       Helicopter Rentals Limited - Holding 100%

Director:                      K J Osborne

Secretary:                     H S Hewitt

Charges:                       None

                                       66

<PAGE>
 
Name:                          BRISTOW HELICOPTERS LIMITED

Date of Incorporation:         24.6.55

Registered Number:             00551102

Country of Incorporation:      England and Wales

Registered Office:             Redhill Aerodrome
                               Surrey RH1 5JZ

Authorised share capital:      10,000 Shares divided into: 8,000 Ordinary 
                               (pounds)1 Shares;
                               2,000 3.5% Non-Cumulative Preference Shares

Issued share capital:          10,000 Shares divided into:
                                8,000 Ordinary (pounds)1 Shares
                                2,000 3.5% Non-Cumulative Preference Shares;

Registered shareholders:       United Helicopters Limited (8,000 Ordinary 
                               Shares; 2,000 3.5% Non-Cumulative 
                               Preference Shares)

Directors:                     Christopher William Russell Fry
                               Keith Gaston-Parry
                               Ian Blair McIntosh
                               Michael John Norris
                               Stephen William Palframan
                               Dennis Russell
                               Ian Scott
                               Edward Tait
                               Anthony Jones

Secretary:                     KPMG

Auditors:                      National Westminster Bank plc.

Articles of Association
Available:                     YES

Outstanding Charges:           7/11/91 - Deed of Mortgage - partially released
                               7/11/91 - Australian Shares Charge
                               7/11/91 - Debenture - partially satisfied
                               21/2/92 - Deed of Supplemental Mortgage
                               18/6/92 - Deed of Charge
                                1/7/92 - Deed of Supplemental Mortgage
                               30/6/95 - Amendment & Restatement Agreement

                                       67

<PAGE>
 
Name:                          BRISTOW HELICOPTER MALAYSIA SDN BERHAD

Registered No:                 351/70

Incorporation Details:         Incorporated in Malaysia on 12th June 1970

Registered Office:             Office C, Sam Mansion, Jalan Tuba, 
                               50460 Kuala Lumpur, Malaysia
                             
                               Tel: 03 2327925
                               Fax: 03 2387807

Share Capital:                 Authorised: 2,000,000 divided into 2,000,000 
                                           Ordinary Shares of M$1 each.
              
                               Issued:     100,000 divided into 100,000 
                                           Ordinary Shares of M$1.


Registered Shareholders:       United Helicopters Limited       100,000

Directors:                     Mrs P Bowie (Pearl Schubert)
                               Christopher William Russell Fry
                               Tunku Tan Sri Mohamed
                               Stephen William Palframan
                               Tunku Shahabuddin

Secretary:                     Chan Yoke Ying

Charges:                       None

                                       68

<PAGE>
 
Name:                          CRANLEY MANAGEMENT PTY LIMITED

Registered No:                 009 317 962

Incorporation Details:         Incorporated in Australia on 10th June 1988

Registered Office:             c/o Kay Goldstein
                               10th Floor,
                               19 Pier Street
                               Cnr. Hay and Pier Streets
                               Perth
                               WA 6000
                               
                               Tel: 09 221 3662
                               Fax: 09 221 3698

Share Capital:                 Authorised: 100,000 shares of AS$1 each
                               
                               Issued:     2 shares of AS$1 each

Registered Shareholders:       1 share     Tony Kay
                               1 share     Goodman Investments Pty Limited (The
                                           trustee of The Goodman Investment 
                                           Trust)

Directors:                     Anthony Kay                       Appointed  
                                                                 20.06.88
                               Christopher William Russell Fry   Appointed 
                                                                 25.11.96
Secretary:                     Anthony Kay                       Appointed 
                                                                 11.02.96
 
Holding Company:               Bristow Helicopters Limited (via Declarations
                               of Trust from Anthony Kay and Goodman 
                               Investments pty

Subsidiaries:                  Bristow Helicopters Australia Pty Limited
                               West Australian Helicopters Pty Limited

Charges:                       None

                                       69

<PAGE>
 
Name:                          BRISTOW HELICOPTERS AUSTRALIA PTY LIMITED

Registered No:                 000 5 65 579

Date of incorporation:         15th February 1967

Place of incorporation:        Sydney

Registered Office:             c/o KPMG, Level 30, Central Park, 
                               152/158 St George's Terrace, 
                               Perth, Western Australia, 6000

Principal Place of Business:   CAA Building, 130 Fauntleroy Avenue, 
                               Redcliffe, WA 6104

Share Capital                  Authorised: A$200,000 divided into 200,000 
                               ordinary shares of A$1 each

                               Issued: 50,000 shares fully paid of A$1

Registered Shareholders:       Cranley Management Pty Limited 25,500 
                               Ordinary $1 fully paid shares

                               United Helicopters Limited 24,500 Ordinary 
                               $1 fully paid shares

Directors:                     Stephen William Palframan (Appointed 01.05.1996)
                               Tim Collins (Appointed 21.07.1994)
                               A. Kay (Appointed 21.07.1994)

Secretary:                     Tim Collins (Appointed 21.07.94)
                               A Kay (Appointed 26.02.91)

Holding Company:               Cranley Management Pty Limited

Subsidiaries:                  None

Auditors:                      KPMG

                               Attention: Alison Mary Kitchen 30th Floor, 
                               Central Park, 152, St. George's Terrace, WA 6000

Outstanding Charges:           None

                                       70

<PAGE>
 
Name:                          TECHNOLOGIE AERONAUTICHE SERVIZI SUPPORTO

Registered No:

Date of incorporation:         13th May 1996

Registered Office:             Via Maso Finiguerra 7,
                               50123 Florence
                               Italy

Share Capital:                 Authorised and issued - 2,000 shares of 10,000 
                               lire each = 20 million

Registered Shareholders:       Stephen William Palframan      1,160 shares = 58%
                               
                               (For Bristow Helicopters Limited)

                               Gian Franco Blower             500 shares = 25%

                               Helitalia SpA                  140 shares =  7%

                               Gian Carlo Vercellis            50 shares =2 1/2%

                               Emilio Dalmasso                 50 shares =2 1/2%
                  
                               Catherine Hiebel                50 shares =2 1/2%

                               Riccardo Bacich                 50 shares =2 1/2%
                                                               ---------  -----
                                                            2,000           100%

Directors:                     Provisional          -  G F Blower

                                                    -  G Vercellis
                                                
                                                    -  R Bacich

Secretary:                     Provisional          -  Emilio Dalmasso

Auditors:                      None required

Outstanding Charges:           None

                                       71

<PAGE>
 
                                   PART III

                      DETAILS OF THE ASSOCIATED COMPANIES


Name:                          HELITALIA SPA (ITALY) (33%)

Registered Number:             04605430489 (Chamber of Commerce No. 464 531)

Country of Incorporation:      Italy

Registered Office:             Helitalia SpA
                               Via Maso Finiguerra 7
                               50123 Firenze, Italy

Authorised share capital:      L1,000,000,000 (100,000 shares of L10,000 each)

Issued share capital:          100,000 shares of L10,000 each

Registered shareholders:       Giovanni Francesco Blower (L670,000,000)
                               Bristow Helicopters Limited (L330,000,000)

Directors:                     Giovanni Francesco Blower
                               Giancarlo Vercellis
                               Bryan Collins
                               Stephen William Palframan
                               Maurizio Lenzi
                               Riccardo Bacich

Outstanding Charges:           None

                                       72

<PAGE>
 
Name:                          NORSK HELICOPTER AS (NORWAY) (49%)

Date of Incorporation:         

Registered Number:             967827363

Country of Incorporation:      Norway

Registered Office:             United Helicopters AS
                               Vingveien 3
                               4050 Sola
                               Norway

Authorised share capital:      NOK 25,000 (divided who 25,000 shares of NOK
                               1 each)

Issued share capital:          NOK 25,000

Registered shareholders:       Bristow Helicopters Limited (NOK 12,000)
                               Andreas Ugland and Sons AS (NOK 12,500)
                               Andreas K.L. Ugland (NOK 500)

Directors:                     Arve Andersson (Chairman)
                               Knut Axel Ugland (Board Representative)
                               Stephen William Palframan (Board Representative)
                               Philip N. Hunt (Board Representative)

Outstanding Charges:           None

                                       73

<PAGE>
 
Name:                          BRISTOW HELICOPTERS (NIGERIA) LIMITED

Registered Number:             6702

Incorporation Details:         Incorporated in Nigeria on 17th December 1969

Registered Office:             Ebani House, 62 Marina, PO Box 2442, 
                               Marina, Lagos
                               Telephone:  234 1 661462  Fax:  234 1 662709

Share Capital:                 Authorised: 500,000 divided into 250,000 
                               Ordinary Shares of Nira 2

                               Issued: 440,000 divided into 220,000
                               Ordinary Shares of Nira 2

Registered Shareholders:       Ordinary Shares of Nira 2:

                               Bristow Helicopters Limited           87,999
                               Stephen William Palframan                  1
                               A Edu                                 19,800
                               M A Oni                               19,800
                               A O Solaru and M A Oni and A Edu
                               as Trustees                            4,400
                               A O Solaru                            88,000

Directors:                     A Edu (Appointed 30.11.76)
                               M A Oni (Appointed 26.04.71)
                               A O Solaru (Appointed 19.11.73)
                               Stephen William Palframan
                               L Layton (alternate to Stephen William Palframan)

Secretary:                     Cosec Services Limited

Holding Company:               Bristow Helicopters Limited

Subsidiaries:                  None

Charges:                       None

                                       74

<PAGE>
 
Name:                          BRISTOW CARIBBEAN LIMITED

Registered No:                 155

Incorporation Details:         Incorporated in Trinidad on 14th June 1974

Registered Office:             c/o Pannell Kerr Forster, 53-55 Abercromby Street
                               Port of Spain, Trinidad

                               Telephone: 809 623 1241    Fax: 809 623 1231

Capital:                       Authorised: $50,000 divided into 50,000 shares
                                           of $1 each

                               Issued:     40,000 shares of (pounds)1 each

Registered Shareholders:       Geo F Huggins and Co Limited         24,000

                               United Helicopters Limited           16,000

Directors:                     Gabriel John Faria - Appointed 1st September 1993
                               Stephen William Palframan
                               Christopher William Russell Fry
                               HDE Boyt

Secretary:                     D J Hardy

Holding Company:               United Helicopters Limited

Subsidiaries:                  None

Charge:                        None

                                       75

<PAGE>
 
Name:                          VISCOM (ABERDEEN) LIMITED

Date of Incorporation:         4th March 1992

Registered Office:             Schoolhill,
                               Aberdeen,
                               Scotland, AB10 1FR

Share Capital:                 Authorised: 10,000 ordinary shares of (pounds)1
                                           each

                               Issued: 1,000 ordinary shares of (pounds)1 each

Registered Shareholders:       All shareholders hold 250 shares

                               The Robert Gordon University
                               Bristow Helicopters Limited
                               Bond Holicopters Limited
                               Brintel Helicopters Limited

Directors:                     J.D.I. Bell
                               D.C. Caldwell
                               A.E. Jones
                               P. Conway

Company Secretary:             D.C. Caldwell

Auditors:                      Coopers & Lybrand
                               Chartered Accountants
                               32 Albyn Place
                               Aberdeen AB1 1YL

Bankers:

Outstanding Charges:           None

                                       76

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of MORGAN          )
GRENFELL DEVELOPMENT                 )      (duly authorised attorney)
CAPITAL NOMINEES LIMITED             )
A/C MGCP IN THE PRESENCE OF:         )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of MORGAN          )
NOMINEES (GUERNSEY)                  )      (duly authorised attorney)
LIMITED IN THE PRESENCE OF:          )

Rebecca Ferguson
Herbert Smith

 
 
SIGNED BY NORMAN MURRAY              )
for and on behalf of MORGAN          )      /s/ NORMAN MURRAY
GRENFELL DEVELOPMENT                 )
CAPITAL NOMINEES LIMITED             )      (duly authorised attorney)
A/C MGDC IN THE PRESENCE OF:         )
 
Rebecca Ferguson
Herbert Smith
 
 
 
SIGNED BY NORMAN MURRAY              )
for and on behalf of COAL PENSION    )      /s/ NORMAN MURRAY
VENTURE NOMINEES LIMITED             )
in the presence of:                  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith

                                       77

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of CINVEN INVESTORS)
NOMINEES LIMITED IN THE PRESENCE OF: )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of RAILWAY PENSION )
VENTURE CAPITAL LIMITED              )      (duly authorised attorney)
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of BARCLAYS        )
VENTURE NOMINEES LIMITED             )      (duly authorised attorney)
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of NIPPON          )
ENTERPRISE CORP IN THE PRESENCE OF:  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of BERRYLANDS      )
NOMINEES LIMITED IN THE PRESENCE OF: )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith

                                       78

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of COMMERCIAL      )
UNION LIFE ASSURANCE CO.             )      (duly authorised attorney)
LIMITED IN THE PRESENCE OF:          )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of COMMERCIAL      )
UNION NOMINEES LIMITED IN THE        )      (duly authorised attorney)
presence of:                         )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of ABERDEEN CITY   )
COUNCIL SUPERANNUATION               )      (duly authorised attorney)
FUND IN THE PRESENCE OF:             )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of COUNTY NATWEST  )
VENTURES INVESTMENTS PLC             )      (duly authorised attorney)
in the presence of:                  )

Rebecca Ferguson
Herbert Smith

                                       79

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of LLOYDS BANK     )
LIMITED, A/C HUGEF IN THE PRESENCE   )      (duly authorised attorney)
of:                                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of ENGLISH AND     )
SCOTTISH INVESTORS PLC               )      (duly authorised attorney)
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of THE GARTMORE    )
1990 FUND IN THE PRESENCE OF:        )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of GARTMORE        )
ENTERPRISE TRUST PLC IN THE PRESENCE )      (duly authorised attorney)
of:                                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of NC LOMBARD      )
STREET NOMINEES LIMITED,             )      (duly authorised attorney)
X30 ACCOUNT IN THE PRESENCE OF:      )

Rebecca Ferguson
Herbert Smith

                                       80

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of GRANT CHARLES   )
HAGGITH IN THE PRESENCE OF:          )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of NANDRANEY DEVI  )
HAGGITH IN THE PRESENCE OF:          )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of THOMAS HENRY    )
POSTLEWAITE IN THE PRESENCE OF:      )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of NOREEN          )
JOSEPHINE POSTLEWAITE                )      (duly authorised attorney)
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of DAVID CHARLES   )
BAYS IN THE PRESENCE OF:             )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith

                                       81

<PAGE>
 
SIGNED BY NORMAN MURRAY              )      /s/ NORMAN MURRAY
for and on behalf of PATRICIA MAY    )
BAYS IN THE PRESENCE OF:             )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY                            )      /s/ STEPHEN WILLIAM PALFRAMAN
STEPHEN WILLIAM PALFRAMAN            )
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY IAN BLAIR MCINTOSH         )      /s/ IAN BLAIR MCINTOSH
in the presence of:                  )

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of BRISTOW         )
NOMINEES LIMITED IN THE PRESENCE OF: )

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of CHRISTOPHER     )
WILLIAN RUSSELL FRY IN THE           )      (duly authorised attorney)
presence of:                         )

Rebecca Ferguson
Herbert Smith

                                       82

<PAGE>
 
SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of KEITH H.R.      )
GASTON-PARRY IN THE PRESENCE OF:     )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of MICHAEL JOHN    )
NORRIS  IN THE PRESENCE OF:          )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY  S W PALFRAMAN             )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of MICHAEL WYATT   )
BILL IN THE PRESENCE OF:             )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of DENNIS RUSSEL   )
in the presence of:                  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of ALLAN CYRIL     )
BROWN IN THE PRESENCE OF:            )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith

                                       83

<PAGE>
 
SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of IAN P. SCOTT    )
in the presence of:                  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of SAIFUDEEN EDU   )
in the presence of:                  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY S W PALFRAMAN              )      /s/ STEPHEN WILLIAM PALFRAMAN
for and on behalf of MICHAEL ONI     )
in the presence of:                  )      (duly authorised attorney)

Rebecca Ferguson
Herbert Smith



SIGNED BY DRURY A MILKE              )      /s/ DRURY A MILKE
for and on behalf of OFFSHORE        )
LOGISTICS, INC. IN THE PRESENCE OF:  )

Rebecca Ferguson
Herbert Smith



SIGNED BY DRURY A MILKE              )      /s/ DRURY A MILKE
for and on behalf of OFFSHORE        )
LOGISTICS INTERNATIONAL, INC.        )
in the presence of:                  )

Rebecca Ferguson
Herbert Smith

                                       84

<PAGE>
 
SIGNED BY P N BUCKLEY                )      /s/ P N BUCKLEY
for and on behalf of CALEDONIA       )
INVESTMENTS PLC IN THE PRESENCE OF:  )

Michelle Thomas
Freshfields
65 Fleet Street
London



SIGNED BY P N BUCKLEY                )      /s/ P N BUCKLEY
for and on behalf of CALEDONIA       )
INDUSTRIAL & SERVICES LIMITED        )
in the presence of:                  )

Michelle Thomas
Freshfields
65 Fleet Street
London



SIGNED BY P N JONES                  )      /s/ ANDREAS K L UGLAND
for and on behalf of ANDREAS K.L.    )
UGLAND IN THE PRESENCE OF:           )      (BY HIS ATTORNEY P N JONES)

Rebecca Ferguson
Herbert Smith



SIGNED BY DRURY A MILKE              )      /s/ DRURY A MILKE
for and on behalf of BRISTOW         )
AVIATION HOLDINGS LIMITED IN THE     )
presence of:                         )

Rebecca Ferguson
Herbert Smith

                                       85