PETROLEUM HELICOPTERS, INC.



                    $200,000,000 9 3/8% Senior Notes due 2009





                               PURCHASE AGREEMENT





                                                                  April 17, 2002

                                                              New York, New York





UBS Warburg LLC

Deutsche Bank Securities Inc.



   c/o UBS Warburg LLC

   299 Park Avenue

   New York, New York 10171





Ladies and Gentlemen:



                  Petroleum Helicopters, Inc., a Louisiana corporation (the

"COMPANY"), and each of the Guarantors (as defined herein), agree with you as

follows:



                  1. Issuance of Notes. The Company proposes to issue and sell

to UBS Warburg LLC and Deutsche Bank Securities Inc. (the "INITIAL PURCHASERS")

$200,000,000 aggregate principal amount of 9 3/8% Senior Notes due 2009 (the

"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture

(the "INDENTURE"), to be dated the Closing Date (as defined herein), by and

among the Company, the Guarantors and The Bank of New York, as trustee (the

"TRUSTEE"). The Company's obligations under the Original Notes and the Indenture

will be unconditionally guaranteed (the "GUARANTEES") on an unsecured senior

basis by the Guarantors listed on Schedule I hereto (collectively, the

"GUARANTORS" and, collectively with the Company, the "ISSUERS"). All references

herein to the Original Notes include the related Guarantees, unless the context

otherwise requires. Capitalized terms used but not otherwise defined herein

shall have the meanings given to such terms in the Indenture or the Offering

Memorandum (as defined herein).



                  The Original Notes will be offered and sold to the Initial

Purchasers pursuant to an exemption from the registration requirements under the

Securities Act of 1933, as amended (the "ACT"). The Issuers have prepared a

preliminary offering memorandum, dated April 4, 2002 (the "PRELIMINARY OFFERING

MEMORANDUM"), and a final offering memorandum dated the date hereof (the

"OFFERING MEMORANDUM") relating to the Company, the





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                                      -2-





Guarantors and the Original Notes. Any reference herein to the Preliminary

Offering Memorandum or the Offering Memorandum shall be deemed to refer to and

include the documents incorporated by reference therein (and any documents filed

after such date under the Securities Exchange Act of 1934, as amended (the

"EXCHANGE ACT"), that are deemed to be incorporated therein).



                  The Initial Purchasers have advised the Company that the

Initial Purchasers intend, as soon as they deem practicable after this Purchase

Agreement (this "AGREEMENT") has been executed and delivered, to resell (the

"EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under

this Agreement in private sales exempt from registration under the Act on the

terms set forth in the Offering Memorandum, as amended or supplemented, solely

to (i) persons whom the Initial Purchasers reasonably believe to be "qualified

institutional buyers," as defined in Rule 144A under the Act ("QIBS"), and (ii)

other eligible purchasers pursuant to offers and sales that occur outside the

United States within the meaning of Regulation S under the Act; the persons

specified in clauses (i) and (ii) are sometimes collectively referred to herein

as the "ELIGIBLE PURCHASERS."



                  Upon issuance of the Original Notes and until such time as the

same is no longer required under the applicable requirements of the Act, the

Original Notes shall bear the legend relating thereto set forth under "Notice to

Investors" in the Offering Memorandum.



                  Holders (including subsequent transferees) of the Original

Notes will have the registration rights set forth in the registration rights

agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date,

substantially in the form attached hereto as Exhibit A. Pursuant to the

Registration Rights Agreement, the Issuers will agree to, under the provisions

set forth therein, (i) file with the Securities and Exchange Commission (the

"COMMISSION") under the circumstances set forth in the Registration Rights

Agreement, (a) a registration statement under the Act (the "EXCHANGE OFFER

REGISTRATION STATEMENT") relating to a new issue of debt securities

(collectively with the Private Exchange Notes (as defined in the Registration

Rights Agreement) the "EXCHANGE NOTES" and, together with the Original Notes,

the "NOTES," which term includes the guarantees related thereto) to be offered

in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the

Indenture or an indenture substantially identical to the Indenture and/or (b)

under certain circumstances set forth in the Registration Rights Agreement, a

shelf registration statement pursuant to Rule 415 under the Act (the "SHELF

REGISTRATION STATEMENT" and, together with the Exchange Offer Registration

Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain

holders of the Original Notes, and (ii) use their reasonable best efforts to

cause such Registration Statements to be declared effective. This Agreement, the

Notes, the Guarantees, the Indenture and the Registration Rights Agreement are

hereinafter sometimes referred to collectively as the "NOTE DOCUMENTS."





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                                      -3-





                  The Company will pay off and terminate its existing bank

credit facilities and enter into a new senior revolving credit agreement (the

"NEW CREDIT AGREEMENT") with Whitney National Bank, whereby the Company will

have available a $50.0 million revolving credit facility, subject to a borrowing

base as set forth in the New Credit Agreement.



                  The Note Documents and the New Credit Agreement are

collectively referred to herein as the "TRANSACTION DOCUMENTS."



                  2. Agreements to Sell and Purchase. On the basis of the

representations, warranties and covenants of the Initial Purchasers contained in

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