Exhibit 4.1
                                                                     -----------

                              ENGAGEMENT AGREEMENT

June 29, 2000


Mr. Aaron D. Todd
Chief Financial Officer
Air Methods Corporation
7301 South Peoria
Englewood, CO  80112

1.   This  letter  agreement  will confirm the understanding between Air Methods
     Corporation  and/or  its  affiliates  and  successors  (the "Company," "Air
     Methods"  or  "AIRM")  and  RCG  Capital  Markets  Group,  Inc.  and/or its
     affiliates  and  successors  ("RCG")  with respect to the matters set forth
     herein.   RCG   will   provide  consulting  and  other  services,  as  more
     particularly  described  herein  and  in  the  attachment  hereto  entitled
     Financial   Relations   Services   Attachment   (the  "Financial  Relations
     Services"),  to  the  Company  and  will  represent  the Company during the
     engagement as exclusive Financial Relations Consultants with respect to the
     Financial  Relations Services, on the terms and conditions set forth herein
     and  in  the  attachments  hereto,  all of which are incorporated herein by
     reference  and form a part hereof. The period during which RCG will perform
     the  Financial  Relations Services for the Company will commence on July 1,
     2000 (the "Commencement Date") and, unless otherwise terminated as provided
     in  this  paragraph  or  in  paragraph  nine of this letter agreement, will
     terminate   on   the   date  which  is  Twenty-four  months  following  the
     commencement  date  (the  "Termination  Date"). The period beginning on the
     Commencement  Date and ending on the Termination Date is hereafter referred
     to  as  the  "Engagement  Term".

2.   During  the  Engagement  Term, the Company agrees to furnish or cause to be
     furnished  to  RCG all information concerning the Company as RCG reasonably
     requests  and  deems  appropriate  for  purposes of providing the Financial
     Relations  Services.  The  Company  represents  that  all information, with
     respect to the Company, provided to RCG will be complete and correct in all
     material  respects  and will not contain any untrue statement of a material
     fact  or  omit  to  state  a  material  fact necessary in order to make the
     statements therein not misleading in light of the circumstances under which
     such  statements  are  made. Air Methods understands, that in rendering the
     Financial  Relations  Services  required  hereunder,  RCG will be using and
     relying  on publicly available information and the information furnished to
     RCG by Air Methods without independent verification thereof. RCG will treat
     as  confidential  any  non-public  information provided to it hereunder and
     will  not disclose the same to third parties at any time unless required by
     applicable  law.  In  the event disclosure has been or will be made by RCG,
     RCG  will  use its reasonable best efforts to cooperate as requested by the
     Company  in  minimizing  any  potential  loss or injury to the Company as a
     consequence of any such necessary disclosure. In addition, RCG will use its
     reasonable  best  efforts  to  comply with all applicable state and Federal
     securities  laws  in  the  performance  of  this  agreement.

3.   During  the  Engagement  Term,  RCG  and  its  employees,  consultants  and
     contractors  will  be  generally  available  to Air Methods Corporation, in
     connection   with  its  rendering  of  the  Financial  Relations  Services.
     Specifically,  RCG  (a)  will  outline,  develop  and implement a financial
     relations  program  to  assist  the  Company in creating and/or enhancing a
     positive and more visible public image, (b) may contact existing and future
     shareholders,   broker/dealers,   potential   investors,   registered
     representatives,  institutions,  mutual  fund  managers, investment banking
     sources,


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June 29, 2000
Page 2

     securities analysts, independent portfolio managers, and other professional
     investment community contacts including certain financial media sources for
     the  purpose  of  enhancing the Company's public image and perceived value,
     (c) will assist the Company in the creation, production and distribution of
     certain   financial   markets   and  investor/shareholder  corporate  image
     materials,  including  corporate  profiles,  due  diligence  materials  and
     investor  packages, as well as all financial press releases; (d) assist the
     Company  in  its  endeavor  to  secure  research analyst coverage through a
     targeted  securities  professionals  campaign and (e) otherwise perform the
     services  described  in  the  Financial  Relations  Services  Attachment.

4.   During the Engagement Term, the Company will afford RCG the opportunity and
     reasonable time period to review and/or comment on any disclosure, prior to
     its  release,  which  the  Company  plans  to  make  to  any of the sources
     described  in  paragraph  (3)  and which relates to the Financial Relations
     Services to be provided hereunder. In addition, RCG will be responsible for
     assisting  the  Company  in writing and/or editing, producing, coordinating
     and disseminating all financial industry press releases. RCG agrees that it
     will  not  release  or  distribute  any press release without the Company's
     prior  consent.

5.   In  consideration  of  RCG's  services hereunder, the Company agrees to pay
     RCG,  promptly  when  due,  the  Compensation as described by and in strict
     Accordance   with   the  attachment  hereto  entitled  Financial  Relations
     Compensation Attachment. Should RCG and the Company determine to extend the
     Engagement  Term  or  change  the  scope of the engagement, then a mutually
     acceptable  amendment  or  supplement  to that attachment shall be promptly
     executed  by  RCG  and  Company.  Absent  any such amendment, all terms and
     conditions  of  this  letter  agreement  shall  be  binding to the parties.

6.   RCG  shall  be  entitled  to such additional fees as may be mutually agreed
     upon  by  separate  agreement  between  the  parties hereto, for additional
     consulting  services  not anticipated in this agreement rendered during the
     engagement  term.

7.   As  more  particularly  set  forth  in the Financial Relations Compensation
     Attachment,  the  Company  agrees  to  pay  all of RCG's direct and certain
     indirect  out-of-pocket  expenses  reasonably  incurred, in connection with
     this  engagement.  As  set  forth  in  the Financial Relations Compensation
     Attachment,  an  expense  retainer  shall  be  utilized  for  this purpose.

8.   The  Company  and RCG agree to indemnify each other (the indemnifying party
     hereafter  being referred to as the "Indemnitor", and the party entitled to
     indemnification  hereafter  being  referred  to  as  the  "Indemnitee")  as
     follows:   Indemnitor   agrees  to  defend,  indemnify  and  hold  harmless
     Indemnitee,  and its officers, directors, and employees against any and all
     losses,  claims,  demands,  suits,  actions,  judgments,  awards,  damages,
     liabilities,  costs,  reasonable  attorneys' fees, and expenses incurred in
     investigating, preparing or defending any such action or claim, directly or
     indirectly  caused by, related to, or asserted by a third party, based upon
     or  arising  out  of (a) the Indemnitor's breach of or the incorrectness of
     any  of  its  representations,  warranties,  or covenants contained in this
     agreement;  and/or  (b)  any  Services  rendered  by  RCG  as defined in or
     contemplated by this agreement, as it may be amended from time to time (the
     "Agreement").  Notwithstanding  the foregoing, the Indemnitor shall have no
     obligation  to  indemnify  or  hold  the Indemnitee harmless with regard to
     Indemnitee's  gross  negligence, willful misconduct, or the material breach
     of  or  the  incorrectness  of  any representation, warranty or covenant of
     Indemnitee  contained  in  this  Agreement.

9.   Either  party  hereto  may  terminate  this  engagement  as  follows:

     Either  party  hereto  may  terminate  this  agreement at the conclusion of
     Initial Twelve months from the execution date of the agreement by providing
     the  other  party  a  30-day  notification  of  "Intent  to


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June 29, 2000
Page 3

     Terminate  Agreement".  Not  withstanding the above, the Company and/or RCG
     may  also  terminate this Agreement at any time prior to the initial twelve
     months  "without  cause",  upon  providing the other party Thirty (30) days
     written  notice.  In  the  event of either such termination by the Company,
     "without  cause",  RCG  shall  be  entitled to immediately vest, retain and
     receive  One  hundred  (100%)  percent  of  the remaining warrants or stock
     options  granted  hereunder, any unpaid cash compensation then outstanding,
     along  with reimbursement of any non paid, out-of-pocket expenses up to the
     effective  date  of  termination.  Such  payment  is due and payable on the
     effective date of termination. In the event of such termination by RCG, RCG
     shall  forfeit  the  remaining,  unvested  warrants/options.

     (b)  WITH  CAUSE:  In addition, the Company may terminate this Agreement at
          any  time  upon  written  notice  to  RCG:

          (i)  If RCG fails to cure any material breach of any provision of this
               Agreement  within  Sixty  (60)  days from written notice from the
               Company (unless such breach cannot be reasonably cured within the
               Sixty  (60)  days  and  RCG  is  actively  pursuing  to cure said
               breach).

          (ii) For  RCG's  substantial  negligence,  willful  misconduct, fraud,
               misappropriation,  embezzlement,  or  other  dishonesty;

         (iii) Upon  a  judicial  ruling  of  RCG's  failure  to have materially
               complied  with  applicable  law  or  regulation  relating  to the
               Services  it  will  perform;

          (iv) Upon  the  filing  by  or  against  RCG of a petition to have RCG
               adjudged   as  bankrupt  or  a  petition  for  reorganization  or
               arrangement  under  any law relating to bankruptcy, and where any
               such  involuntary  petition  is  not  dismissed  within  90 days.

          Upon  termination  under  subparagraph  (b)  of  this paragraph 9, the
          Company shall have no liability to RCG for Compensation accruing after
          such  termination,  and RCG shall have no further entitlement thereto.
          Upon  such  termination,  RCG  shall be entitled to receive and retain
          only  accrued  Compensation  and  vested  Options  to the date of such
          termination,  to  the  extent it is unpaid, together with expenses not
          yet  reimbursed.
                         -

     (c)  RCG  may  terminate  this agreement at any time upon written notice to
          the  Company.

          (i)  If the Company fails to cure any material breach of any provision
               of  this  Agreement with Sixty (60) days from written notice from
               the Company (unless such breach cannot be reasonably cured within
               the  Sixty (60) days and the Company is actively pursuing to cure
               said  breach);

          (ii) For  the  Company's  substantial  negligence, willful misconduct,
               fraud  or  misrepresentation;

          Such  termination  under  9(c)(i  or  ii)  shall  be  deemed  to  be a
          termination  by the Company "without cause" as provided in paragraph 9
          (a)  above.

         (iii) Upon  a judicial  ruling of Company's  failure to have materially
               complied  with  any  applicable law or regulation relating to the
               Services  being  provided;

          (iv) Upon  the  filing by or against the Company of a petition to have
               the Company adjudged as bankrupt or a petition for reorganization
               or  arrangement  under  any law relating to bankruptcy, and where
               any  such  involuntary  petition is not dismissed within 90 days.


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June 29, 2000
Page 4

     (d)  RENEWAL.  The  Company  agrees to notify RCG Thirty (30) days prior to
          the  end  of  the Twenty-four month period of its intent to not renew.
          Should  the  Company fail to notify RCG, the contract will revert to a
          month-to-month  agreement  until  specifically  renewed  in writing or
          terminated   with   the  Thirty  (30)  day  notice.  Such  renewal  or
          month-to-month  engagement  shall  be on the same terms and conditions
          contained  herein,  unless  modified  and  agreed  in  writing by both
          parties.

10.  RCG  hereby  fully  discloses that certain associates, affiliates, officers
     and  employees  of  RCG  are:

     (a)  Licensed  as  Registered  Securities Principals issued by the National
          Association  of  Securities  Dealers  ("NASD");  and/or

     (b)  Licensed  as  Registered  Representatives  issued  by  the  NASD.

     All  NASD  registrations are carried by SWS Financial Services, Inc., which
     is  a  non-RCG  affiliated  NASD-registered  broker/dealer.

     RCG FURTHER DISCLOSES AND THE COMPANY SPECIFICALLY ACKNOWLEDGES THAT RCG IS
     NOT  A  BROKER/DEALER  REGISTERED  WITH  THE  NASD  OR ANY OTHER REGULATORY
     AGENCY.  FURTHERMORE,  IN  THE  PERFORMANCE OF SERVICES UNDER THE TERMS AND
     CONDITIONS  OF  THIS AGREEMENT, SUCH SERVICES SHALL NOT BE CONSIDERED TO BE
     ACTING  IN  ANY BROKER/DEALER OR UNDERWRITING CAPACITY AND THEREFORE RCG IS
     NOT  RECEIVING  ANY  COMPENSATION  FROM  THE  COMPANY  AS  SUCH.

11   The  Company  understands  and  acknowledges  that  RCG  provides other and
     similar  consulting  services  to  companies,  which may or may not conduct
     business  and  activities  similar  to  those  of  the  Company. RCG is not
     required  to  devote  its full time and attention to the performance of its
     duties  detailed in this agreement, and may devote only so much of its time
     and  attention  as  it  deems  reasonable  or  necessary.

12.  As the services are being provided by an Arizona domiciled corporation, the
     validity  and  interpretation of this letter agreement shall be governed by
     the  laws  of  the State of Arizona applicable to agreements made and to be
     fully  performed  therein.

13.  In  the  event of any controversy or dispute arising out of, or relating to
     this  Agreement  or  breach  thereof,  RCG  and  AIRM  agree to settle such
     controversy by arbitration pursuant to Arizona Revised Statutes, 12-1501 et
                                                                              --
     seq.  and  in  accordance  with  the  rules,  of  the  American Arbitration
     ----
     Association  governing commercial transactions then existing, to the extent
     that such Rules are not inconsistent with said Statutes and this Agreement.
     Judgment  upon  the  award rendered under arbitration may be entered in any
     court  having  jurisdiction. The cost of the arbitration procedure shall be
     borne  by  the losing party, or, if the decision is not clearly in favor of
     one  party  or  the  other,  the  costs shall be borne as determined by the
     arbitrator.  The  parties  agree  that  the  arbitration procedure provided
     herein shall be the sole and exclusive remedy to resolve any controversy or
     dispute  arising  hereunder, and that the proper venue for such arbitration
     proceeding  shall  be  Maricopa  County,  Arizona.

14.  For  the  convenience  of  the  parties, any number of counterparts of this
     letter  agreement  may  be  executed  by  the  parties  hereto.  Each  such
     counterpart  shall  be  deemed  to  be an original instrument, but all such
     counterparts  taken  together  shall  constitute  one  and  the same letter
     agreement.

15.  Miscellaneous:


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June 29, 2000
Page 5

     (a)  Modification:  This  Agreement  sets forth the entire understanding of
          -------------
          the  parties with respect to the subject matter hereof. This Agreement
          may  be  amended  only  in  writing  signed  by  both  parties.

     (b)  Notices: Any notices hereunder shall be sent to the Company and RCG at
          --------
          their  respective  addresses  set  forth. Any notice shall be given by
          registered  or certified mail, postage prepaid, and shall be deemed to
          have  been  given when received by the non-sending party. Either party
          may  designate  any  other  address to which notice shall be given, by
          giving  written  notice  to the other of such change in address in the
          manner  herein  provided.

     (c)  Waiver:  Any  waiver  by  either party of a breach of any provision of
          -------
          this  Agreement shall not operate as or be construed to be a waiver of
          any  other  breach  of  that  provision  or of any breach of any other
          provision  of  this  Agreement.  The failure of a party to insist upon
          strict  adherence  to  any  term  of  this  Agreement  on  one or more
          occasions will not be considered a waiver or deprive that party of the
          right  thereafter  to  insist upon adherence to that term of any other
          term  of  this  Agreement.

     (d)  Relationship  of  the  Parties: Nothing in this Agreement shall create
          -------------------------------
          any  partnership or joint venture between the parties hereto, it being
          understood and agreed that the parties are independent contractors and
          neither  has  the  authority  to  bind  the  other  in  any  way.

     (e)  Entire agreement: This Agreement contains the entire agreement between
          -----------------
          the  parties and may not be altered or modified, except in writing and
          signed  by the party to be charged thereby, and supersedes any and all
          previous  agreements  between  the  parties.

If  the  foregoing  correctly sets forth our agreement, please sign the enclosed
copy  of  the  letter  in  the space provided and return it to us, whereupon all
parties will be bound to the terms of this engagement.

Confirmed and agreed to on June 30, 2000


RCG CAPITAL MARKETS GROUP, INC.                AIR METHODS CORPORATION

By:  /s/  A. Max Ramras                        By:  /s/  George W. Belsey

Title:  President and CEO                      Title:  Chairman and CEO



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Page 6


                               FINANCIAL RELATIONS
                               SERVICES ATTACHMENT


     As  of  July 1, 2000 and by the of execution of this agreement, RCG Capital
Markets  Group,  Inc.  and/or affiliates, (collectively "RCG") will serve as the
exclusive  Financial  Relations  Counsel  for Air Methods Corporation ("AIRM" or
"Company").  Consistent  with  the  Air  Methods  Financial  Relations  Campaign
Overview,  RCG  anticipates  the  following  services  will  be attempted and/or
implemented  within  the  scope  of  this  engagement:

  -  Outline, define, establish and implement a well-coordinated "Financial
     Relations" campaign.

  -  Create, produce, enhance existing and distribute high-quality, due
     diligence and marketing materials, which specifically include, but are not
     limited to a "Corporate Profile" document and the Company's "Investor
     Package".

  -  Specifically develop, proactively execute and maintain a targeted
     securities professionals telecommunications and information campaign
     specifically directed toward retail brokers, institutional investors,
     third-party portfolio managers and small/mid-cap mutual funds, buy and sell
     side analysts and the financial media as circumstances dictate, including,
     but not limited to, preparation, clearing with the Company and
     dissemination of quarterly press releases and other news releases deemed
     appropriate by the Company. RCG will allocate and utilize its proprietary
     securities industry, small/mid cap company oriented, databases and fax-line
     communications programs. (This will include responding to all incoming
     investment community inquiries and fulfillment of information and data
     requests.)

  -  RCG will use its best efforts to secure investment recommendations and
     on-going corporate research coverage from national or regional investment
     banking or research firms and/or an endorsement by an investment newsletter
     publication.

  -  When appropriate, plan, arrange and coordinate specific follow-on road-show
     presentations to strategically targeted primary metropolitan financial
     markets.

  -  RCG will be responsible for the origination and release of financial
     industry data and financial media information on behalf of Air Methods. RCG
     will also be responsible for editing (or writing) all press releases and
     coordinating information disseminated to all media sources relating to the
     securities industry and capital markets.

  -  RCG will organize, monitor and follow-up all conference calls between the
     Company and RCG's targeted segment of the investment community, in
     conjunction with material press releases, through a teleconferencing
     service. (RCG will be responsible for faxing and/or emailing the
     invitations and will follow up with calls to the recipients in an effort to
     expand the conference call participation.)

  -  Plan, arrange and coordinate periodic registered representative,
     institutional and/or other securities professionals meetings, luncheons,
     dinners or special gatherings.

  -  Implement periodic direct mailings which may include the most recent
     statistical information reports, and any appropriate articles or press
     releases that have been released during the last reported quarter.


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June 29, 2000
Page 7

  -  Update all due diligence and marketing materials. RCG anticipates updating
     Company information on a regular basis as required when there are material
     changes or events that should be disseminated to the investment community.

  -  Implement an AIRM Internet Site on RCG's Internet Home Page, RCG Online.
     RCG Online will also create an Internet link to the Company's home page.
     The purpose of these inclusions will be to provide the investment community
     24-hour access site to obtain up-to-date information about the Company.
     There will be an additional cost of $350 per month for this service

RCG intends to perform the services and accomplish the specified goals within
the scope of this engagement. However, due to the nature and type of services
being performed, RCG cannot guarantee, nor can it be assumed that certain
specific results will be realized with reference to increased market valuation
of AIRM securities.



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June 29, 2000
Page 8


                               FINANCIAL RELATIONS
                             COMPENSATION ATTACHMENT

In consideration of the Financial Relations Services to be rendered pursuant
hereto Air Methods Corporation agrees to promptly pay RCG the following
compensation (the "Compensation"):

(a)  Cash Compensation. During the term of this Agreement, the Company shall pay
     ------------------
     RCG a monthly fee of $5,500 payable monthly in advance of services rendered
     and beginning upon the commencement date of this Agreement (the "Retainer
     Fees").

(b)  Expense reimbursement. In addition, RCG requires to be reimbursed on a
     ----------------------
     direct cost basis, for other miscellaneous expenses. AIRM will remit $5,000
     to RCG, which RCG will utilize as an escrow deposit for the express purpose
     of indemnifying RCG in the event of late payment of monthly expenses by the
     Company. RCG will provide the Company with a detailed breakdown of all
     reimbursable expenses incurred in the previous month by the twentieth
     (20th) day of the following month of service. AIRM agrees to reimburse RCG
     within 15 days of receipt of detailed invoice each month. If AIRM is
     delinquent in timely reimbursement of expenses as defined above, RCG will
     have the right to withdraw from the escrow account the applicable dollar
     amount to fully reimburse RCG. If reimbursement is not received by RCG by
     the 25th day after the date of the invoice, AIRM, will then remit to RCG an
     amount equal to the expenses in question plus a penalty of 15% for
     delinquency. RCG will then replenish the escrow account for the amount
     withdrawn to cover the delinquency. RCG can at its discretion discontinue
     all representation activities on behalf of Company if RCG deems AIRM to be
     routinely delinquent in the timely payment of expenses and/or the monthly
     fees as stated above.

     RCG will obtain prior approval from the Company for all specific expense
     items and any single miscellaneous expense item in excess of $750. RCG
     acknowledges and understands that the Company will have specific amounts
     budgeted for these expenditures and will use it's best efforts to ensure
     those budget amounts are not exceeded.


(c)  Equity Compensation. RCG requests a non-forfeitable, non-cancelable
     --------------------
     warrant/option (the "Warrants/Options") to acquire 25,000 shares of Air
     Methods common stock of which 33.33% will vest immediately, 33.33% will
     vest at the one year anniversary of the commencement date and the remaining
     33.33% will vest at the two year anniversary of the commencement date. The
     Options issued will possess a Five-year expiration term and will provide
     RCG the right, until July 1, 2005 to purchase common shares of the Company
     at the closing stock price of as June 30, 2000. The Company agrees to issue
     an options/warrants document which conforms to and delineates the terms and
     conditions contained herein, within sixty (60) days of this Agreement's
     execution date.

The  shares underlying the non-forfeitable, non-cancelable warrant/option issued
will  be  eligible for registration by demand registration rights via a form S-3
registration  statement  or  by  non-proratable  piggy-back  registration rights
should  the Company file an applicable registration. RCG agrees to pay 50% up to
$5,000  in direct costs associated with S-3 registration. Such payment by RCG is
due  upon  the  effective date of the registration statement.  In the event that
RCG  provides  a  written  request  to exercise any portion or all of its option
position  the  Company hereby agrees to immediately effectuate such exercise and
to  file  such  registration  statement  within  30  days  of  the  request.

In  the  event that AIRM is merged into or a controlling interest is acquired by
any  entity,  or  there  is  a  material  change in AIRM management, RCG will be
immediately  vested  in  all  remaining  options, including those, which to that
point  have  not  yet  been  vested.


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