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EXHIBIT 99(2)
 BRISTOW GROUP INC.
Letter to Clients
for Tender of All Outstanding
71/2% Senior Notes due 2017
in Exchange for Registered
71/2% Senior Notes due 2017
 The exchange offer will expire at 5:00 p.m., New York City time, on      ,
2007, unless sooner terminated or extended. Outstanding notes tendered in the exchange offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
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    
    
    any Exchange Notes received are being acquired in the ordinary course of
business of the person receiving such Exchange Notes;
    
    such person does not have an arrangement or understanding with any person to
participate in the distribution of the Outstanding Notes or the Exchange Notes within
the meaning of the Securities Act;
    
    such person is not an affiliate, as defined in Rule 405 under the Securities
Act, of Bristow, or if it is such an affiliate, it will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent applicable;
    
    if such person is not a broker-dealer, it is not engaged in, and does not
intend to engage in, a distribution of Exchange Notes;
    
    if such person is a broker-dealer, it will receive Exchange Notes in exchange
for Outstanding Notes that were acquired for its own account as a result of
market-making activities or other trading activities, and it will deliver a prospectus
in connection with any resale of such Exchange Notes; however, by so acknowledging and
by delivering a prospectus, it will not be deemed to admit that it is an underwriter
within the meaning of the Securities Act;
    
    if such person is a broker-dealer, it did not purchase the Outstanding Notes to
be exchanged for the Exchange Notes from Bristow; and
    
    such person is not acting on behalf of any person who could not truthfully and
completely make the foregoing representations.
 Very truly yours,




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Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf prior to the expiration date of the exchange offer.
 INSTRUCTION TO DTC PARTICIPANT
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   fill in amount
 check appropriate
box
 oTo TENDER all Outstanding Notes held by you for the account of the undersigned.oTo TENDER the following amount of Outstanding Notes held by you for the account of the undersigned:$_______.oNOT to TENDER any Outstanding Notes held by you for the account of the undersigned.
 If no box is checked, a signed and returned Instruction to DTC Participant will be deemed to
instruct you to tender all Outstanding Notes held by you for the account of the undersigned.
  
    
    any Exchange Notes received are being acquired in the ordinary course
of business of the undersigned;
    
    the undersigned does not have an arrangement or understanding with any
person to participate in the distribution of the Outstanding Notes or the
Exchange Notes within the meaning of the Securities Act;
    
    the undersigned is not an affiliate, as defined in Rule 405 under the
Securities Act, of Bristow, or if it is such an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable;
    
    if the undersigned is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of Exchange Notes;
    
    if the undersigned is a broker-dealer, it will receive Exchange Notes
in exchange for Outstanding Notes that were acquired for its own account as a
result of market-making activities or other trading activities, and it will
deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the
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undersigned will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act;
    
    if the undersigned is a broker-dealer, it did not purchase the
Outstanding Notes to be exchanged for the Exchange Notes from Bristow; and
    
    the undersigned is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
  SIGN HERE
 Name of beneficial owner(s):
 Signature(s):
 Name(s) (please print):
 Address:
 Telephone Number:
 Taxpayer Identification or Social Security Number:
 Date:
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