EXHIBIT 10.1 FORM BURMAN AE AGREEMENT AMENDMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into effective as of the 1st day of March, 2007, by and between Bristow Helicopter Group Limited. (“the Company”), and Richard David Burman, an individual (“the Executive”). Company and Executive are sometimes hereinafter each referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into that certain Employment Agreement (the “Agreement”) on October 15^th 2004, setting forth the terms under which the Company would employ the Executive; and

WHEREAS, the Parties desire to amend the Agreement to eliminate the company car allowance and reimbursement of certain club dues, as provided in this Amendment.

WHEREAS, the parties also desire to amend the agreement by including a “cost of living” allowance, “moving costs” and mortgage support

NOW, THEREFORE, in consideration of the mutual promises and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree to amend the Agreement as follows:

1)	The Parties hereby amend the Agreement by increasing Monthly Base Salary as referred to in Section 4 and subsequent letters by the amount of £992 effective March 1^st 2007:

2)	The Parties hereby agree that clause 11 referring to the payment of a car allowance is now deleted and that no company car allowance shall be payable.

3)	The Parties hereby amend the Agreement by deleting the words: “The Executive will also be reimbursed, subject to the production of vouchers, subscription costs and annual fees for membership to a local club (eg golf club)” from clause 5 of the Agreement.

Notwithstanding the foregoing, for purposes of determining (a) the Annual Bonus pursuant to Section 4 of the Agreement and any amount credited by the Company into a Company deferred compensation plan, the increase in Annual Base Salary pursuant to Section 4 of the Agreement shall not be effective until April 1, 2007. For all other purposes, including, but not limited to, Section 4 of the Agreement, the increase in Annual Base Salary pursuant to Section 2 of this Amendment shall be effective on March 1, 2007.

Moving costs covering legal, removal, estate agent and relevant tax costs will be reimbursed including personal taxes on these paid 1/3^rd when incurred, 1/3^rd on the first anniversary and 1/3^rd on the second anniversary. In addition one month’s salary to cover miscellaneous relocation costs will be paid in March 2007.

8)	Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

This Amendment, which may be executed in one or more counterparts, is executed as and shall constitute an amendment to the Agreement, and shall be construed in connection with and as a part of the Agreement. Except as amended by this Amendment, all the terms and provisions of the Agreement shall remain in full force and effect.

10)

This Amendment embodies the entire agreement and understanding between the Parties related to the subject matter hereof, and supercedes and replaces any other agreement or understanding between the Parties regarding the subject matter of this Amendment, whether written or oral, prior to this Amendment. This Amendment may not be modified, amended, varied or supplemented except by an instrument in writing signed by Company and Executive.

IN WITNESS WHEREOF, each Party has executed this Amendment effective as of the date first written above.