LOAN AGREEMENT
                                 --------------

     THIS  LOAN  AGREEMENT (this "Agreement") is made and entered into as of the
25th  day  of  April,  2000,  by  and  between ARCH AIR MEDICAL SERVICE, INC., a
Missouri  corporation  ("Borrower"),  and FIRSTAR BANK, N.A., a national banking
association  ("Lender").

                                   WITNESSETH:
                                   ----------

     WHEREAS,  Borrower  has applied for (a) a revolving credit loan from Lender
in an aggregate principal amount of up to $1,500,000.00 and (b) a term loan from
Lender  in  the  original  principal  amount  of  $1,350,000.00;  and

     WHEREAS, Lender is willing to make said revolving credit loan and said term
loan  to  Borrower  upon,  and  subject to, the terms, provisions and conditions
hereinafter  set  forth;

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Lender hereby mutually covenant and agree as follows:

SECTION 1.  DEFINITIONS.
-----------------------

     1.01  Definitions.  In  addition  to  the  terms  defined elsewhere in this
           -----------
Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the
following  terms  shall  have  the  following  meanings  (such meanings shall be
equally  applicable  to  the singular and plural forms of the terms used, as the
context  requires):

     Account  Debtor shall mean any Person who is and/or may become obligated to
     ---------------
Borrower  under  or  on  account  of  any  of  the  Accounts.

     Accounts  shall  mean  all trade accounts receivable of Borrower which have
     --------
been  invoiced  by  Borrower.

     Acquisition  shall  mean any transaction or series of related transactions,
     -----------
consummated  on  or  after  the date of this Agreement, by which Borrower or any
Subsidiary  directly  or indirectly (a) acquires all or substantially all of the
assets  comprising  one  or  more  business  units  of any other Person, whether
through  purchase  of  assets,  merger  or  otherwise  or  (b)  acquires (in one
transaction  or  as  the most recent transaction in a series of transactions) at
least  (i)  a majority (in number of votes) of the stock and/or other securities
of  a  corporation  having  ordinary  voting power for the election of directors
(other  than  stock  and/or other securities having such power only by reason of
the happening of a contingency), (ii) a majority (by percentage of voting power)
of  the outstanding partnership interests of a partnership, (iii) a majority (by
percentage of voting power) of the outstanding membership interests of a limited
liability  company  or  (iv)  a  majority  of  the  ownership  interests  in any
organization  or  entity  other  than  a  corporation  or  partnership.

     Affiliate  shall  mean  any Person (a) which directly or indirectly through
     ---------
one or more intermediaries controls, is controlled by or is under common control
with Borrower or any Subsidiary, (b) which directly or indirectly through one or
more  intermediaries  beneficially  owns or holds or has the power to direct the
voting power of Five Percent (5%) or more of any class of capital stock or other
equity  interests of Borrower or any Subsidiary, (c) which has Five Percent (5%)
or more of any class of its capital stock or other equity interests beneficially
owned  or held, directly or indirectly, by Borrower or any Subsidiary or (d) who
is  a director, officer or employee of Borrower or any Subsidiary.  For purposes
of  this definition, "control" shall mean the power to direct the management and
policies  of  a Person, directly or indirectly, whether through the ownership of
voting  securities,  by  contract  or  otherwise.

     Assignment of Leases and Rents shall mean that certain Assignment of Leases
     ------------------------------
and  Rents dated the date hereof and executed by Borrower in favor of Lender, as
the  same  may  from  time  to  time  be amended, modified, extended, renewed or
restated.


<PAGE>
     Attorneys' Fees shall mean the reasonable value of the services (and costs,
     ---------------
charges  and  expenses  related  thereto)  of the attorneys (and all paralegals,
accountants  and  other  staff  employed  by  such attorneys) employed by Lender
(including,  without  limitation,  attorneys and paralegals who are employees of
Lender  or any affiliate of Lender) from time to time (a) in connection with the
negotiation,  preparation,  execution,  delivery,  amendment,  modification,
extension,  renewal,  administration and/or enforcement of this Agreement and/or
any  of the other Transaction Documents, (b) in connection with the preparation,
negotiation or execution of any waiver or consent with respect to this Agreement
or any of the other Transaction Documents, (c) in connection with any Default or
Event  of  Default  under  this  Agreement,  (d)  to  represent  Lender  in  any
litigation,  contest,  dispute,  suit  or  proceeding, or to commence, defend or
intervene  in  any  litigation, contest, dispute, suit or proceeding, or to file
any  petition,  complaint, answer, motion or other pleading or to take any other
action  in  or  with  respect  to  any  litigation,  contest,  dispute,  suit or
proceeding  (whether  instituted  by  Lender,  Borrower  or any other Person and
whether  in  bankruptcy  or  otherwise)  in  any way or respect relating to this
Agreement  or  any  of  the  other  Transaction  Documents,  Borrower, any other
Obligor,  any  Subsidiary,  any Collateral or any Third Party Collateral, (e) to
protect, collect, lease, sell, take possession of or liquidate any Collateral or
any  Third  Party Collateral, (f) to attempt to enforce any security interest in
or  other  Lien upon any Collateral or any Third Party Collateral or to give any
advice  with respect to such enforcement and/or (g) to enforce any of the rights
or  remedies  of  Lender to collect any of the Borrower's Obligations and/or any
Guarantee  thereof.

     Borrower's  Obligations  shall  mean  any  and  all  present  and  future
     -----------------------
indebtedness  (principal,  interest,  fees,  collection  costs and expenses, and
other  amounts),  liabilities  and  obligations  (including, without limitation,
guaranty  obligations,  letter of credit reimbursement obligations and indemnity
obligations) of Borrower to Lender evidenced by or arising under this Agreement,
the  Notes,  any  of the other Transaction Documents and/or any other agreement,
document  or  instrument  heretofore, now or hereafter executed and delivered by
Borrower  to  Lender,  in  each  case whether now existing or hereafter arising,
absolute  or  contingent,  joint and/or several, secured or unsecured, direct or
indirect,  expressed  or  implied in law, contractual or tortious, liquidated or
unliquidated, at law or in equity, or otherwise, and whether created directly or
acquired  by  Lender  by  assignment  or  otherwise,  and  any  and all costs of
collection  and/or  Attorneys'  Fees  incurred  or  to be incurred in connection
therewith.

     Borrowing  Base shall have the meaning ascribed thereto in Section 2.01(b).
     ---------------

     Borrowing  Base  Certificate  shall  have  the  meaning ascribed thereto in
     ----------------------------
Section  2.01(c).

     Borrowing  Notice  shall have the meaning ascribed thereto in Section 2.02.
     -----------------

     Business  Day shall mean any day except a Saturday, Sunday or legal holiday
     -------------
observed  by  Lender.

     Capital  Expenditure  shall  mean any expenditure which, in accordance with
     --------------------
GAAP,  is  required  to be capitalized on the balance sheet of the Person making
the  same.

     Capitalized  Lease  shall  mean  any lease of Property, whether real and/or
     ------------------
personal,  by a Person as lessee which in accordance with GAAP is required to be
capitalized  on  the  balance  sheet  of  such  Person.

     Capitalized  Lease  Obligations of any Person shall mean, as of the date of
     -------------------------------
any  determination thereof, the amount at which the aggregate rental obligations
due  and to become due under all Capitalized Leases under which such Person is a
lessee  would  be  reflected as a liability on a balance sheet of such Person in
accordance  with  GAAP.

     CERCLA  shall  mean  the Comprehensive Environmental Response, Compensation
     ------
and  Liability  Act  of  1980,  as  amended  by  the  Superfund  Amendments  and
Reauthorization  Act of 1986, 42 U.S.C.   9601 et seq., and as the same may from
                                               -- ---
time  to  time  be  further  amended.


                                      -2-
<PAGE>
     Change  of Control Event shall mean each and every issue, sale, transfer or
     ------------------------
other  disposition,  directly  or  indirectly,  of  shares  of  capital stock of
Borrower  which,  after  giving  effect  thereto,  results  in  the  Principal
Shareholder  legally or beneficially owning or controlling in the aggregate less
than  Fifty-One  Percent  (51%)  (by  number  of  votes)  of the Voting Stock of
Borrower.

     Code  shall  mean  the  Internal  Revenue Code of 1986, as amended, and any
     ----
successor  statute  of similar import, together with the regulations thereunder,
in each case as in effect from time to time.  References to sections of the Code
shall  be  construed  to  also  refer  to  any  successor  sections.

     Collateral  shall  mean  any Property or assets of Borrower which now or at
     ----------
any  time  hereafter  secure the payment or performance of any of the Borrower's
Obligations.

     Consolidated  Debt shall mean, as of the date of any determination thereof,
     ------------------
all  Debt  of  Borrower  and  its  Subsidiaries as of such date, determined on a
consolidated  basis  and  in  accordance  with  GAAP.

     Consolidated  Debt to Consolidated EBITDAR Ratio shall mean, as of the last
     ------------------------------------------------
day  of  any  fiscal  quarter  of  Borrower,  the  ratio  of  (a) the sum of (i)
Consolidated  Debt  as  of  such  day plus (ii) an amount equal to six (6) times
                                      ----
Consolidated Operating Lease Expense for the four (4) consecutive fiscal quarter
period  of  Borrower ending on such day to (b) Consolidated EBITDAR for the four
(4)  consecutive  fiscal  quarter  period  of  Borrower  ending  on  such  day.

     Consolidated  EBITDA shall mean, for the period in question, the sum of (a)
     --------------------
Consolidated  Net  Income  during such period plus (b) to the extent deducted in
                                              ----
determining  Consolidated  Net  Income,  the  sum  of  (i) Consolidated Interest
Expense  during  such  period,  plus (ii) all provisions for any Federal, state,
                                ----
local  and/or  foreign income taxes made by Borrower and its Subsidiaries during
such  period  (whether  paid  or  deferred),  plus  (iii)  all  depreciation and
                                              ----
amortization  expenses of Borrower and its Subsidiaries during such period, plus
                                                                            ----
(iv)  any  extraordinary  losses during such period plus (v) any losses from the
                                                    ----
sale  or  other  disposition  of  Property  other than in the ordinary course of
business  during  such  period minus (c) to the extent added in determining such
                               -----
Consolidated  Net  Income,  the  sum  of (i) any extraordinary gains during such
period  plus (ii) any gains from the sale or other disposition of Property other
        ----
than  in the ordinary course of business during such period, all determined on a
consolidated  basis  and  in  accordance  with  GAAP.

     Consolidated EBITDAR shall mean, for the period in question, the sum of (a)
     --------------------
Consolidated  EBITDA  during  such  period  plus  (b)  to the extent deducted in
                                            ----
determining  such  Consolidated  EBITDA,  Consolidated  Operating  Lease Expense
during  such  period,  all  determined on a consolidated basis and in accordance
with  GAAP.

     Consolidated  Fixed  Charge  Coverage  Ratio  shall mean, for the period in
     --------------------------------------------
question,  the  ratio  of  (a)  Consolidated  EBITDAR  during such period to (b)
Consolidated  Fixed Charges during such period, all determined on a consolidated
basis  and  in  accordance  with  GAAP.

     Consolidated  Fixed Charges shall mean, for the period in question, the sum
     ---------------------------
of  (a)  the  aggregate  amount of all principal payments made or required to be
made  by Borrower and its Subsidiaries on all Debt during such period (including
the principal portion of payments in respect of Capitalized Leases but excluding
principal  payments  on  the  Revolving  Credit  Loans),  plus  (b) Consolidated
                                                          ----
Interest  Expense  during  such  period,  plus  (c) Consolidated Operating Lease
                                          ----
Expense  during  such period, plus (d) all Capital Expenditures made by Borrower
                              ----
and its Subsidiaries during such period (net of any Debt incurred by Borrower or
such  Subsidiary  (other  than  Revolving  Credit Loans) to finance such Capital
Expenditure)  plus  (e)  all  provisions  for  any  Federal, state, local and/or
              ----
foreign  income  taxes  made by Borrower and its Subsidiaries during such period
(whether  paid  or  deferred),  all  determined  on  a consolidated basis and in
accordance  with  GAAP.

     Consolidated  Interest  Expense  shall  mean,  for  the period in question,
     -------------------------------
without duplication, all gross interest expense of Borrower and its Subsidiaries
(including,  without  limitation,  all  commissions,  discounts  and/or  related
amortization  and  other  fees and charges owed by Borrower and its Subsidiaries
with  respect  to letters of credit, the net costs associated with interest swap
obligations  of Borrower and its Subsidiaries, capitalized interest expense, the
interest  portion  of  Capitalized Lease Obligations and the interest portion of
any  deferred  payment  obligation)  during  such  period,  all  determined on a
consolidated  basis  and  in  accordance  with  GAAP.


                                      -3-
<PAGE>
     Consolidated  Net  Income  shall mean the after-tax net income (or loss) of
     -------------------------
Borrower  and  its  Subsidiaries  for  the  period  in question, determined on a
consolidated  basis  and  in  accordance  with  GAAP.

     Consolidated  Net  Worth  shall  mean,  as of the date of any determination
     ------------------------
thereof,  the  amount  of  the capital stock accounts (net of treasury stock, at
cost)  of  Borrower  and  its Subsidiaries as of such date plus (or minus in the
                                                           ----     -----
case  of  a  deficit)  the  surplus  and  retained  earnings of Borrower and its
Subsidiaries  as  of  such  date,  all determined on a consolidated basis and in
accordance  with  GAAP.

     Consolidated  Operating  Lease  Expense  shall  mean,  for  the  period  in
     ---------------------------------------
question,  the  aggregate amount of all Operating Lease Expenses of Borrower and
its  Subsidiaries during such period, all determined on a consolidated basis and
in  accordance  with  GAAP.

     Consolidated  Total  Liabilities  shall  mean,  as  of  the  date  of  any
     --------------------------------
determination  thereof,  all  liabilities of Borrower and its Subsidiaries as of
     -----
such  date,  determined  on  a  consolidated  basis and in accordance with GAAP.

     Default  shall  mean  any event or condition the occurrence of which would,
     -------
with  the  lapse  of  time  or  the giving of notice or both, become an Event of
Default  as  defined  in  Section  6  hereof.

     Debt of any Person shall mean, as of the date of determination thereof, the
     ----
sum  of (a) all Indebtedness of such Person for borrowed money or which has been
incurred  in  connection  with  the purchase or other acquisition of Property or
assets  (other  than  unsecured  trade accounts payable incurred in the ordinary
course  of  business)  plus (b) all Capitalized Lease Obligations of such Person
                       ----
plus  (c) all Guarantees by such Person of Debt of others plus (d) the aggregate
undrawn  face  amount  of all letters of credit issued for the account of and/or
upon the application of such Person together with all unreimbursed drawings with
respect  thereto.

     Distribution  in respect of any corporation or other entity shall mean: (a)
     ------------
dividends or other distributions on or in respect of any of the capital stock or
other  equity  interests  of  such  corporation  or  other  entity;  and (b) the
redemption, repurchase or other acquisition of any capital stock or other equity
interests  of  such  corporation  or  other entity or of any warrants, rights or
other  options  to  purchase  any  such capital stock or other equity interests.

     Eligible  Accounts  shall mean all Accounts other than:  (a) Accounts which
     ------------------
remain  unpaid  for  more than one hundred-twenty (120) days after their invoice
dates and Accounts which are not due and payable within one hundred-twenty (120)
days  after  their invoice dates; (b) Accounts owing by a single Account Debtor,
including  a  currently  scheduled  Account, if Ten Percent (10%) or more of the
balance  owing  by said Account Debtor upon said Accounts is ineligible pursuant
to  clause (a) above; (c) Accounts with respect to which the Account Debtor is a
shareholder or partner of Borrower or an Affiliate; (d) Accounts with respect to
which  payment  by  the  Account  Debtor  is  or may be conditional and Accounts
commonly  known  as  bill  and  hold  Accounts  or Accounts of a similar or like
arrangement;  (e)  Accounts  with  respect  to which the Account Debtor is not a
resident  or citizen of or otherwise located in the continental United States of
America,  unless  such  Accounts  are backed in full by an irrevocable letter of
credit  in  form  and  substance  satisfactory  to  Lender  issued by a domestic
commercial  bank  acceptable  to  Lender; (f) Accounts with respect to which the
Account  Debtor  is the United States of America, any state of the United States
or  any  other governmental body or any department, agency or instrumentality of
any  of  the  foregoing;  (g)  Accounts with respect to which Borrower is or may
become  liable to the Account Debtor for goods sold or services rendered by such
Account  Debtor to Borrower, but only to the extent of Borrower's then aggregate
liability  to  such Account Debtor (i.e. the excess of the aggregate face amount


                                      -4-
<PAGE>
of  Accounts  of such Account Debtor over the aggregate liability of Borrower to
such  Account  Debtor  shall  constitute  an  Eligible  Account unless otherwise
excepted under this definition of Eligible Accounts); (h) Accounts with  respect
to  which  the  goods giving rise thereto have not been shipped and delivered to
and  accepted  as  satisfactory by the Account Debtor thereof or with respect to
which  the  services  performed  giving rise thereto have not been completed and
accepted  as  satisfactory by the Account Debtor thereof; (i) Accounts which are
not  invoiced (and dated as of such date) and sent to the Account Debtor thereof
concurrently  with  or  not  later  than  five  (5)  days after the shipment and
delivery  to  said  Account  Debtor  of  the  goods  giving  rise thereto or the
performance  of  the  services giving rise thereto; (j) Accounts with respect to
which  possession  and/or control of the goods sold giving rise thereto is held,
maintained  or  retained  by Borrower (or by any agent or custodian of Borrower)
for  the  account  of  or  subject  to  further and/or future direction from the
Account  Debtor  thereof; (k) Accounts arising  from a consignment sale, a "sale
on approval" or a "sale or return"; (l) Accounts as to which Lender, at any time
or  times hereafter, determines, in good faith, that the prospects of payment or
performance  by  the  Account  Debtor  is  or  will  be impaired in any material
respect;  (m)  Accounts  of  an  Account  Debtor  to the extent, but only to the
extent,  that  the  same  exceed a credit limit determined by Lender in its good
faith discretion, at any time or times hereafter; (n) Accounts which are subject
to  any  dispute,  offset,  counterclaim,  discount  (except  for prompt payment
discounts  that  do  not exceed Two Percent (2%) of the invoice amount) or other
claim  or  defense on the part of the Account Debtor or to any claim on the part
of  the  Account  Debtor contesting or denying liability under such Account; (o)
Accounts with respect to which the Account Debtor is located in the State of New
Jersey, the State of Minnesota or the State of West Virginia; provided, however,
that  such  restriction  shall  not  apply  if  Borrower  (i)  has filed and has
effective  (A) in respect of Account Debtors located in the State of New Jersey,
a  Notice of Business Activities Report with the State of New Jersey Division of
Taxation for the then current year, (B) in respect of Account Debtors located in
the  State of Minnesota, a Minnesota Business Activity Report with the Minnesota
Department  of  Revenue  for  the then current year or (C) in respect of Account
Debtors located in the State of West Virginia, a West Virginia Business Activity
Report with the West Virginia Department of Tax and Revenue for the then current
year,  as  applicable,  or  (ii)  is  otherwise  exempt  from  such  reporting
requirements  under  the  laws  of such State(s); and (p) Accounts which are not
subject  to  a  first  priority  perfected security interest in favor of Lender.

     Environmental  Claim  shall mean any administrative, regulatory or judicial
     --------------------
action,  judgment,  order,  consent  decree, suit, demand, demand letter, claim,
Lien,  notice  of non-compliance or violation, investigation or other proceeding
arising  (a)  pursuant  to  any  Environmental Law or governmental or regulatory
approval  issued  under  any such Environmental Law, (b) from the presence, use,
generation,  storage,  treatment,  Release,  threatened  Release,  disposal,
remediation or other existence of any Hazardous Substance, (c) from any removal,
remedial,  corrective  or other response action pursuant to an Environmental Law
or the order of any governmental or regulatory authority or agency, (d) from any
third  party  seeking  damages,  contribution,  indemnification,  cost recovery,
compensation,  injunctive  or  other  relief  in  connection  with  a  Hazardous
Substance  or arising from alleged injury or threat of injury to health, safety,
natural  resources  or the environment or (e) from any Lien against any Property
owned,  leased  or  operated  by  Borrower  or  any  Subsidiary  in favor of any
governmental  or  regulatory  authority  or agency in connection with a Release,
threatened  Release  or  disposal  of  a  Hazardous  Substance.

     Environmental  Law  shall  mean any Federal, state, local, foreign or other
     ------------------
statute,  law,  rule,  regulation,  order,  consent  decree,  judgment,  permit,
license,  code,  covenant,  deed  restriction,  common  law, treaty, convention,
ordinance  or  other  requirement  relating  to  public  health,  safety  or the
environment,  including,  without  limitation,  those  relating  to  Releases,
discharges or emissions to air, water, land or groundwater, to the withdrawal or
use  of  groundwater,  to  the  use and handling of polychlorinated biphenyls or
asbestos,  to  the  disposal,  treatment,  storage or management of hazardous or
solid  waste,  Hazardous  Substances  or  crude oil, or any fraction thereof, to
exposure  to  toxic  or  hazardous  materials,  to the handling, transportation,
discharge  or  release  of  gaseous or liquid Hazardous Substances and any rule,
regulation,  order,  notice  or  demand  issued pursuant to such law, statute or
ordinance,  in  each  case  applicable  to  any of the Property owned, leased or
operated  by  Borrower  or  any  Subsidiary  or  the  operation, construction or
modification of any such Property, including, without limitation, the following:
CERCLA,  the  Solid  Waste Disposal Act, as amended by the Resource Conservation
and  Recovery  Act of 1976 and the Hazardous and Solid Waste Amendments of 1984,
the  Hazardous  Materials  Transportation  Act,  as  amended,  the Federal Water


                                      -5-
<PAGE>
Pollution  Control  Act,  as  amended  by  the Clean Water Act of 1976, the Safe
Drinking  Water  Control  Act,  the Clean Air Act of 1966, as amended, the Toxic
Substances  Control Act of 1976, the Occupational Safety and Health Act of 1970,
as  amended, the Emergency Planning and Community Right-to-Know Act of 1986, the
National Environmental Policy Act of 1975, the Oil Pollution Act of 1990 and any
similar  or  implementing state or local law, and any state or local statute and
any  further amendments to these laws providing for financial responsibility for
cleanup  or  other  actions with respect to the Release or threatened Release of
Hazardous  Substances  or  crude  oil,  or  any  fraction thereof and all rules,
regulations,  guidance  documents  and  publication  promulgated  thereunder.

     ERISA  shall  mean  the Employee Retirement Income Security Act of 1974, as
     -----
amended,  and  any  successor  statute  of  similar  import,  together  with the
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA shall be construed to also refer to any successor sections.

     ERISA  Affiliate  shall  mean  any  corporation, trade or business that is,
     ----------------
along  with  Borrower  or  any  Subsidiary,  a  member  of a controlled group of
corporations  or  a  controlled  group  of trades or businesses, as described in
Sections  414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

     Event  of  Default  shall  have  the meaning ascribed thereto in Section 6.
     ------------------

     GAAP  shall  mean, at any time, generally accepted accounting principles at
     ----
such  time  in  the  United  States.

     Guarantee  by any Person shall mean any obligation (other than endorsements
     ---------
of  negotiable  instruments  for deposit or collection in the ordinary course of
business),  contingent  or  otherwise, of such Person guaranteeing, or in effect
guaranteeing,  any  Indebtedness, liability, dividend or other obligation of any
other  Person  (the  "primary  obligor")  in  any  manner,  whether  directly or
indirectly,  including,  without limitation, all obligations incurred through an
agreement,  contingent  or  otherwise,  by  such  Person:  (a)  to purchase such
Indebtedness  or  obligation or any Property constituting security therefor, (b)
to  advance or supply funds (i) for the purchase or payment of such Indebtedness
or obligation, (ii) to maintain working capital or other balance sheet condition
or  otherwise  to advance or make available funds for the purchase or payment of
such  Indebtedness  or  obligation,  (iii)  to  lease  property  or  to purchase
securities  or  other property or services primarily for the purpose of assuring
the  owner  of  such  Indebtedness  or  obligation of the ability of the primary
obligor  to  make payment of the Indebtedness or obligation or (iv) otherwise to
assure  the  owner  of  the  Indebtedness  or  obligation of the primary obligor
against  loss  in  respect  thereof.  For  the purposes of all computations made
under  this  Agreement,  a Guarantee in respect of any Indebtedness for borrowed
money shall be deemed to be Indebtedness equal to the then outstanding principal
amount of such Indebtedness for borrowed money which has been guaranteed or such
lesser  amount  to  which  the maximum exposure of the guarantor shall have been
specifically  limited,  and  a  Guarantee  in respect of any other obligation or
liability  or  any  dividend  shall  be  deemed  to be Indebtedness equal to the
maximum  aggregate  amount  of  such  obligation,  liability or dividend or such
lesser  amount  to  which  the maximum exposure of the guarantor shall have been
specifically  limited.  Guarantee  when  used as a verb shall have a correlative
                        ---------
meaning.

     Guarantors  shall mean Air Methods Corporation and Mercy Air Services, Inc.
     ----------
and  Guarantor  shall  mean  any  one  of  the  foregoing.
     ---------

     Guaranty  shall  mean  that certain Unlimited Continuing Guaranty dated the
     --------
date  hereof  and  executed by the Guarantors in favor of Lender with respect to
the  indebtedness  of  Borrower  to Lender, as the same may from time to time be
amended,  modified,  extended  or  renewed.

     Hazardous  Substance  shall mean any hazardous or toxic material, substance
     --------------------
or  waste,  pollutant  or contaminant which is regulated under any Environmental
Law  or  any  other  statute,  law,  ordinance, rule or regulation of any local,
state,  regional,  Federal  or  international  body, instrumentality, authority,
agency or official having jurisdiction over any of the Property owned, leased or
operated  by  Borrower  or  any  Subsidiary  or  its  use,  including,  without
limitation,  any  material,  substance  or  waste  which  is:  (a)  defined as a

                                      -6-
<PAGE>
hazardous substance under Section 311 of the Federal Water Pollution Control Act
(33 U.S.C.   1317), as amended; (b) regulated as a hazardous waste under Section
1004  or Section 3001 of the Federal Solid Waste Disposal Act, as amended by the
Resource  Conservation  and Recovery Act (42 U.S.C.   6901 et seq.), as amended;
                                                           -- ---
(c)  defined  as  a  hazardous  substance under Section 101 of the Comprehensive
Environmental  Response,  Compensation  and  Liability  Act (42 U.S.C.   9601 et
seq.),  as  amended;  or  (d)  defined  or regulated as a hazardous substance or
hazardous  waste  under  any  rules  or regulations promulgated under any of the
foregoing  statutes.

     Illinois  Mortgage  shall mean that certain Leasehold Mortgage and Security
     ------------------
Agreement  dated the date hereof and executed by Borrower in favor of Lender, as
the  same  may  from  time  to  time  be amended, modified, extended, renewed or
restated.

     Indebtedness  shall  mean, with respect to any Person, without duplication,
     ------------
all indebtedness, liabilities and obligations of such Person which in accordance
with  GAAP  are required to be classified upon a balance sheet of such Person as
liabilities  of  such Person, and in any event shall include all (a) obligations
of such Person for borrowed money or which have been incurred in connection with
the purchase or other acquisition of Property or assets, (b) obligations secured
by  any  Lien  on,  or  payable  out  of the proceeds of or production from, any
Property  or assets owned by such Person, whether or not such Person has assumed
or  become  liable  for  the  payment  of  such  obligations,  (c) indebtedness,
liabilities  and  obligations  of  third  parties,  including joint ventures and
partnerships  of which such Person is a venturer or general partner, recourse to
which  may  be had against such Person, (d) obligations created or arising under
any conditional sale or other title retention agreement with respect to Property
acquired  by  such Person, notwithstanding the fact that the rights and remedies
of the seller, lender or lessor under such agreement in the event of default are
limited  to  repossession  or  sale  of  such  Property,  (e)  Capitalized Lease
Obligations  of  such  Person,  (f) indebtedness, liabilities and obligations of
such  Person  under  Guarantees and (g) the aggregate undrawn face amount of all
letters  of credit issued for the account of and/or upon the application of such
Person  together  with  all  unreimbursed  drawings  with  respect  thereto.

     Intangible  Assets  shall  mean  all  patents,  trademarks,  service marks,
     ------------------
copyrights,  trade  names,  goodwill (including any amounts, however designated,
representing  the  cost  of acquisition of business and investments in excess of
the  book  value  thereof),  unamortized  debt discount and expense, unamortized
deferred charges, deferred research and development costs, any write-up of asset
value  after  the  date  of  this  Agreement, non-competition covenants, signing
bonuses,  prepaid  expenses  and  other forms of prepaid assets, deferred taxes,
officer  or  employee  advances,  intercompany  accounts,  investments  in  and
receivables due from affiliates, deposits for insurance, utilities and the like,
and  any  other  assets  treated  as  intangible  assets  under  GAAP.

     Inventory  shall  mean  all  inventory  of  Borrower.
     ---------

     Investment  shall  mean any investment by Borrower or any Subsidiary in any
     ----------
Person, whether payment therefor is made in cash or capital stock of Borrower or
any  Subsidiary,  and  whether  such  investment  is  by acquisition of stock or
Indebtedness,  or  by  loan,  advance,  transfer of property out of the ordinary
course  of  business,  capital  contribution, equity or profit sharing interest,
extension  of  credit on terms other than those normal in the ordinary course of
business  or  otherwise.

     Lender's  Revolving  Credit  Commitment  shall  mean  the  sum  of  $
     ---------------------------------------
1,500,000.00.

     Lien  shall  mean  any interest in any Property securing an obligation owed
     ----
to,  or  a claim by, a Person other than the owner of the Property, whether such
interest  is  based  on  common  law,  statute  or  contract, including, without
limitation,  any  security  interest,  mortgage,  deed  of  trust,  pledge,
hypothecation,  judgment lien or other lien or encumbrance of any kind or nature
whatsoever,  any  conditional  sale  or trust receipt, any lease, consignment or
bailment for security purposes and any Capitalized Lease.  The term "Lien" shall
include  reservations,  exceptions,  encroachments,  easements,  rights-of-way,
covenants,  conditions,  restrictions,  leases  and  other  title exceptions and
encumbrances  affecting  Property.

     Loan  shall  mean  each  Revolving  Credit Loan and the Term Loan and Loans
     ----                                                                  -----
shall  mean  any  or  all  of  the  foregoing.


                                      -7-
<PAGE>
     Material  Adverse  Effect  shall  mean (a) a material adverse effect on the
     -------------------------
Properties,  assets,  liabilities,  business,  operations,  prospects, income or
condition  (financial  or  otherwise)  of Borrower, any other Obligor and/or any
Subsidiary,  (b) material impairment of the ability of Borrower and/or any other
Obligor to perform any of its obligations under this Agreement, the Notes or any
of  the  other  Transaction  Documents  or  (c)  material  impairment  of  the
enforceability  of  the  rights  of, or benefits available to, Lender under this
Agreement,  the  Notes  or  any  of  the  other  Transaction  Documents.

     Missouri  Deed  of Trust shall mean that certain Deed of Trust and Security
     ------------------------
Agreement  dated  the  date  hereof  and executed by Borrower for the benefit of
Lender,  as  the  same  may  from  time  to time be amended, modified, extended,
renewed  or  restated.

     Moody's  shall  mean  Moody's  Investors  Service,  Inc.
     -------

     Multi-Employer  Plan  shall  mean  a  "multi-employer  plan"  as defined in
     --------------------
Section  4001(a)(3)  of ERISA which is maintained for employees of Borrower, any
Subsidiary  or  any  ERISA Affiliate or to which Borrower, any Subsidiary or any
ERISA  Affiliate  has  contributed  in  the  past  or  currently  contributes.

     Notes  shall  mean  the  Revolving  Credit  Note  and  the  Term Loan Note.
     -----

     Obligor shall mean Borrower, each Guarantor and each other Person who is or
     -------
shall at any time hereafter become primarily or secondarily liable on any of the
Borrower's  Obligations  or who grants Lender a Lien upon any of the Property or
assets  of  such  Person  as  security  for  any  of the Borrower's Obligations.

     Occupational  Safety and Health Laws shall mean the Occupational Safety and
     ------------------------------------
Health  Act  of 1970, as amended, and any other Federal, state or local statute,
law,  ordinance, code, rule, regulation, order or decree regulating, relating to
or  imposing liability or standards of conduct concerning employee health and/or
safety,  as  now  or  at  any  time  hereafter  in  effect.

     Operating  Lease  shall  mean  any  lease  of Property, whether real and/or
     ----------------
personal,  by  a  Person  as  lessee  which  is  not  a  Capitalized  Lease.

     Operating  Lease  Expenses  shall  mean with respect to any Person, for the
     --------------------------
period  in  question, the aggregate amount of rental and other expenses incurred
by such Person in respect of Operating Leases during such period, all determined
in  accordance  with  GAAP.

     Parent  shall  mean  Air  Methods  Corporation,  a  Delaware  corporation.
     ------

     PBGC  shall  mean  the  Pension Benefit Guaranty Corporation and any entity
     ----
succeeding  to  any  or  all  of  its  functions  under  ERISA.

     Pension  Plan  shall  mean  a  "pension  plan,"  as such term is defined in
     -------------
Section  3(2)  of  ERISA,  which  is  established or maintained by Borrower, any
Subsidiary  or  any  ERISA  Affiliate,  other  than  a  Multi-Employer  Plan.

     Permitted  Liens  shall  mean  any  of  the  following:
     ----------------

          (a)     Liens  in  favor  of  Lender;

          (b)     Liens  on  Property  or  assets  of  a  Subsidiary  to  secure
obligations  of  such  Subsidiary  to  Borrower;


                                      -8-
<PAGE>
          (c)     Liens  for  property  taxes  and  assessments  or governmental
charges  or  levies  and  Liens  securing  claims  or  demands  of mechanics and
materialmen,  provided  payment  thereof  is not at the time required by Section
5.01(d)  and/or  5.01(e);

          (d)     Liens  (other  than  any Liens imposed by ERISA) incidental to
the  conduct  of  business  or  the  ownership of Properties (including Liens in
connection  with  worker's  compensation,  unemployment insurance and other like
laws,  warehousemen's  and  attorneys' liens and statutory landlords' liens) and
Liens  to  secure  the  performance  of  bids, tenders or trade contracts, or to
secure  statutory  obligations,  surety  or  appeal bonds or other Liens of like
general nature incurred in the ordinary course of business and not in connection
with  the  borrowing  of money or the purchase or other acquisition of Property;
provided  in  each case the obligation secured is not overdue or, if overdue, is
being  contested  in  good  faith  by  appropriate  actions or proceedings being
diligently  conducted  and  for  which adequate reserves in accordance with GAAP
have  been  set  aside;

          (e)     minor  survey  exceptions  or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other similar
purposes,  or  zoning  or  other  restrictions as to the use of real properties,
which  are  necessary or desirable for the conduct of the activities of Borrower
and  its  Subsidiaries  or which customarily exist on properties of corporations
engaged  in  similar  activities  and similarly situated and which do not in any
event  materially impair the use of such real properties in the operation of the
business  of  the  Borrower  and  its  Subsidiaries;

          (f)     Liens  existing as of the date of this Agreement and listed on
Schedule  4.12  attached  hereto;  and
--------------

          (g)     purchase  money  Liens granted to a Person financing a Capital
Expenditure  so  long  as  (i) the Lien granted is limited to the specific fixed
assets acquired and the proceeds thereof, (ii) the aggregate principal amount of
Debt  secured  by the Lien is not more than the acquisition cost of the specific
fixed  assets  on  which  the Lien is granted and (iii) the transaction does not
violate  any  other  provision  of  this  Agreement.

     Person  shall  mean any individual, sole proprietorship, partnership, joint
     ------
venture,  limited  liability  company,  trust,  unincorporated  organization,
association,  corporation,  institution, entity or government (whether national,
Federal,  state,  county,  city,  municipal  or  otherwise,  including,  without
limitation,  any instrumentality, division, agency, body or department thereof).

     Prime  Rate  shall  mean  the  interest rate announced from time to time by
     -----------
Lender  as  its  "prime rate" (which rate shall fluctuate as and when said prime
rate shall change).  Borrower acknowledges that such "prime rate" is a reference
rate  and  does  not  necessarily  represent  the lowest or best rate offered by
Lender  to  its  customers.

     Principal  Shareholder  shall  mean  Mercy  Air  Service,  Inc.
     ----------------------

     Property  shall mean any interest in any kind of property or asset, whether
     --------
real,  personal  or mixed, or tangible or intangible.  Properties shall mean the
                                                       ----------
plural  of  Property.  For  purposes  of  this  Agreement,  Borrower  and  each
Subsidiary shall be deemed to be the owner of any Property which it has acquired
or  holds  subject  to  a  conditional  sale agreement, financing lease or other
arrangement  pursuant  to  which  title  to the Property has been retained by or
vested  in  some  other  Person  for  security  purposes.

     Rate  of  Dilution  of  Borrower's  Accounts  shall  mean  the value of all
     ------------------
non-cash credits to Borrower's Accounts (including, without limitation, bad debt
expense)  during  the twelve (12) month period immediately preceding the date of
calculation  divided  by  Borrower's  sales  during  said  period.  The  Rate of
Dilution shall be calculated by Lender in connection with each of its collateral
examinations  of  the Borrower's Accounts (which calculation shall be conclusive
in  the absence of manifest error), and the Rate of Dilution as so calculated by
Lender  shall  be  and  remain  the  applicable  Rate of Dilution until the next
collateral  examination  is performed by Lender.  If the Rate of Dilution at the
time  of  any  calculation  thereof  has  increased  or decreased from the prior
calculation thereof, then Lender shall adjust the advance rate for Accounts used
in  the  Borrowing  Base  accordingly.


                                      -9-
<PAGE>
     RCRA  shall  mean  the Solid Waste Disposal Act, as amended by the Resource
     ----
Conservation  and  Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of  1984,  42  U.S.C.   6901  et  seq.,  and  any  future  amendments.
                              --  ---

     Release  shall  mean  any  spilling,  leaking,  pumping, pouring, emitting,
     -------
emptying,  discharging, injecting, escaping, leaching, dumping or disposing into
the environment, including, without limitation, the abandonment or discarding of
barrels,  drums,  containers,  tanks  and/or  other  receptacles  containing (or
containing  traces  of)  any  Hazardous  Substance.

     Reportable  Event  shall  have  the  meaning  given  to such term in ERISA.
     -----------------

     Restricted  Investment shall mean any Investment, or any expenditure or any
     ----------------------
incurrence  of  any  liability  to make any expenditure for an Investment, other
than:

          (a)     loans  and/or advances by any Subsidiary to Borrower which are
subordinated in writing to the payment of the Borrower's Obligations in form and
substance  satisfactory  to  Lender;

          (b)     direct  obligations  of  the  United  States of America or any
instrumentality  or  agency  thereof,  the  payment  of which is unconditionally
guaranteed  by  the  United  States  of America or any instrumentality or agency
thereof (all of which Investments must mature within twelve (12) months from the
time  of  acquisition  thereof);

          (c)     Investments  in  readily marketable commercial paper which, at
the  time  of acquisition thereof by Borrower or any Subsidiary, is rated A-1 or
better  by  S&P  and  P-1 or better by Moody's and which matures within 270 days
from  the  date  of  acquisition  thereof,  provided  that  the  issuer  of such
commercial  paper  shall,  at  the time of acquisition of such commercial paper,
have  a  senior  long-term  debt  rating  of  at  least  A  by  S&P and Moody's;

          (d)     negotiable  certificates  of  deposit  or  negotiable  bankers
acceptances  issued by Lender or any other bank or trust company organized under
the  laws  of  the  United States of America or any state thereof, which bank or
trust  company (other than Lender to which such restrictions shall not apply) is
a  member  of  both  the  Federal  Deposit Insurance Corporation and the Federal
Reserve System and has a Thomson BankWatch Global Issuer Rating of "B" or better
(all of which Investments must mature within twelve (12) months from the time of
acquisition  thereof);

          (e)     repurchase  agreements,  which  shall be collateralized for at
least  102%  of  face value, issued by Lender or any other bank or trust company
organized  under  the laws of the United States or any state thereof, which bank
or  trust company (other than Lender to which such restrictions shall not apply)
is  a  member  of both the Federal Deposit Insurance Corporation and the Federal
Reserve System and has a Thomson BankWatch Global Issuer Rating of "B" or better
(all of which Investments must mature within twelve (12) months from the time of
acquisition  thereof);

          (f)     Investments  existing  as  of  the date hereof as described in
Schedule  4.18  attached  hereto,  and  any  future retained earnings in respect
--------------
thereof;  and

          (g)     loans or advances in the usual and ordinary course of business
to  officers  and/or employees of Borrower or a Subsidiary for business expenses
in  the aggregate principal amount of up to $25,000 at any one time outstanding.


                                      -10-
<PAGE>
     Revolving  Credit Loan and Revolving Credit Loans shall have the respective
     ----------------------     ----------------------
meanings  ascribed  thereto  in  Section  2.01(a).

     Revolving  Credit  Note  shall have the meaning ascribed thereto in Section
     -----------------------
2.02.

     Revolving  Credit  Period  shall  mean the period commencing on the date of
     -------------------------
this  Agreement  and  ending  April  25,  2001.

     S&P  shall  mean  Standard  and  Poor's  Ratings  Group.
     ---

     Security  Agreement  shall  mean  that certain Security Agreement dated the
     -------------------
date  hereof  and  executed by Borrower in favor of Lender, as the same may from
time  to  time  be  amended,  modified,  extended,  or  restated.

     Subordinated  Indebtedness  shall mean, as of the date of any determination
     --------------------------
thereof,  the  aggregate  principal  amount  of  all  Indebtedness  of  Borrower
outstanding  as  of  such  date  which is subordinated in writing (either by its
terms  or  pursuant to a subordination agreement) to the payment and priority of
all  of the Borrower's Obligations in form and substance satisfactory to Lender.

     Subsidiary  shall  mean  any corporation or other entity of which more than
     ----------
Fifty  Percent (50%) of the issued and outstanding capital stock or other equity
interests  entitled  to  vote  for  the  election  of directors or other persons
performing  similar functions (other than by reason of default in the payment of
dividends)  is  at  the  time  owned  directly  or indirectly by Borrower or any
Subsidiary.

     Term  Loan  shall  have  the  meaning  ascribed  thereto  in  Section 2.03.
     ----------

     Term  Loan  Note  shall  have the meaning ascribed thereto in Section 2.03.
     ----------------

     Third  Party  Collateral  shall  mean any Property or assets of any Obligor
     ------------------------
other  than  Borrower  which  now or at any time hereafter secure the payment or
performance  of  any  of  the  Borrower's  Obligations or any Guarantee thereof.

     Total  Revolving  Credit  Outstandings  shall  mean,  as  of  any date, the
     --------------------------------------
aggregate  principal amount of all Revolving Credit Loans outstanding as of such
date.

     Transaction  Documents  shall  mean this Agreement, the Notes, the Security
     ----------------------
Agreement,  the Guaranty, the Illinois Mortgage, the Missouri Deed of Trust, the
Assignment  of  Leases  and  Rents  and  all  other  agreements,  documents  and
instruments  heretofore, now or hereafter delivered to Lender with respect to or
in  connection  with  or pursuant to this Agreement, any Loans made hereunder or
any  of  the  other  Borrower's  Obligations,  and  executed  by or on behalf of
Borrower  and/or  any  other  Obligor,  all as the same may from time to time be
amended,  modified,  extended,  renewed  or  restated.

     Unused  Availability  shall mean, as of any date, the sum of (a) the lesser
     --------------------
of  (i)  the  amount  of Lender's Revolving Credit Commitment as of such date or
(ii)  the  Borrowing  Base  as of such date minus (b) the Total Revolving Credit
                                            -----
Outstandings  as  of  such  date.

     Voting  Stock  shall  mean,  with respect to any corporation, any shares of
     -------------
stock  of  such  corporation  whose  holders  are  entitled  under  ordinary
circumstances  to  vote  for  the  election  of  directors  of  such corporation
(irrespective  of  whether at the time stock of any other class or classes shall
have  or might have voting power by reason of the happening of any contingency).

     Welfare Plan shall mean a "welfare plan" as such term is defined in Section
     ------------
3(1) of ERISA, which is established or maintained by Borrower, any Subsidiary or
any  ERISA  Affiliate,  other  than  a  Multi-Employer  Plan.


                                      -11-
<PAGE>
     1.02  Accounting Terms and Determinations. Except as otherwise specified in
           -----------------------------------
this  Agreement,  all  accounting  terms  used  in  this  Agreement  shall  be
interpreted,  all  accounting  determinations under this Agreement shall be made
and all financial statements required to be delivered under this Agreement shall
be prepared in accordance with GAAP as in effect from time to time, applied on a
basis  consistent  (except  for  changes  approved  by  Lender and by Borrower's
independent certified public accountants) with the most recent audited financial
statements  of  Borrower  delivered  to  Lender.

SECTION2.  THE  LOANS.
---------------------

     2.01     Revolving  Credit  Loans.
              ------------------------

     (a)     Subject  to  the terms and conditions of this Agreement, during the
Revolving Credit Period of this Agreement, and so long as no Default or Event of
Default  under  this  Agreement  has  occurred  and is continuing, Lender hereby
agrees  to  make  such  loans  (individually,  a  "Revolving  Credit  Loan"  and
collectively,  the  "Revolving  Credit  Loans") to Borrower as Borrower may from
time  to  time request pursuant to Section 2.02.  The aggregate principal amount
of  Revolving  Credit  Loans  which Lender shall be required to have outstanding
under  this  Agreement  at  any  one time shall not exceed the lesser of (i) the
Lender's Revolving Credit Commitment or (ii) the Borrowing Base.  Subject to the
terms  and conditions of this Agreement, Borrower may borrow, repay and reborrow
such  sums  from  Lender,  provided,  however,  that  in  no event may the Total
Revolving  Credit  Outstandings  on  any  given day exceed the lesser of (A) the
Lender's Revolving Credit Commitment as of such day or (B) the Borrowing Base as
of  such  day.  All Revolving Credit Loans not paid prior to the last day of the
Revolving  Credit Period, together with all accrued and unpaid interest thereon,
shall  be  due  and  payable  on  the  last  day of the Revolving Credit Period.
Notwithstanding  anything  herein  to  the contrary, for a period of thirty (30)
consecutive  days during the Revolving Credit Period, Borrower agrees to pay the
principal  balance  of all outstanding Revolving Credit Loans, together with all
accrued  and  unpaid  interest  thereon,  to  $0  and  maintain  such $0 balance
throughout  such  thirty  (30)  day  period.

     (b)     For  purposes of this Agreement, the "Borrowing Base" shall mean an
amount  equal  to  Eighty  Percent (80%) of the face amount of all then existing
Eligible  Accounts  (less maximum discounts, credits and allowances which may be
taken  by  or  granted  to  Account  Debtors  in  connection  therewith  and/or
adjustments for reserves and allowances deemed appropriate by Lender in its good
faith  discretion);

     Notwithstanding  any  provision  contained  in  this Section 2.01(b) to the
contrary, Lender may at any time and from time to time, in its sole and absolute
discretion,  loan  to Borrower more than the above stated percentage of Eligible
Accounts  without  notice  to  Borrower;  provided,  however,  that  no  such
over-advance  shall  establish a custom or course of dealing or entitle Borrower
to  any  subsequent  over-advance  under  the  same  or different circumstances.

     Lender  reserves  the  right  at any time and from time to time in its good
faith  discretion  to  increase  or  decrease  the  percentage  advance rates on
Eligible  Accounts  specified in this Section 2.01(b) upon seven (7) days' prior
written  notice  to  Borrower.

     (c)     Borrower  shall deliver to Lender on the tenth (10) Business Day of
each  month hereafter (calculated as of the close of business on the last day of
the  preceding  month)  (or at such other intervals as Lender shall require from
time  to  time),  a borrowing base certificate in the form of Exhibit A attached
                                                              ---------
hereto  and  incorporated  herein  by reference (or in such other form as Lender
shall  require from time to time) (each, a "Borrowing Base Certificate") setting
forth:

          (i)  the  Borrowing  Base  and  its  components  as  of the end of the
     immediately  preceding  Business  Day;

          (ii)  the sum of the Total Revolving Credit Outstandings as of the end
     of  the  immediately  preceding  Business  Day;  and

                                      -12-
<PAGE>
          (iii)  the  difference, if any, between the Borrowing Base and the sum
     of the Total Revolving Credit Outstandings as of the end of the immediately
     preceding  Business  Day.

The  Borrowing  Base  shown  in  such  Borrowing  Base  Certificate  (subject to
adjustment for collections of Accounts received by Lender since the date of such
Borrowing  Base  Certificate)  shall  be and remain the Borrowing Base hereunder
until  the next Borrowing Base Certificate is delivered to Lender, at which time
the  Borrowing  Base shall be the amount shown in such subsequent Borrowing Base
Certificate.  Each Borrowing Base Certificate shall be certified as to truth and
accuracy  by  the president, the chief financial officer or the chief accounting
officer  of  Borrower.

     (d)     If  at any time the Total Revolving Credit Outstandings are greater
than  the Borrowing Base as shown on the most recent Borrowing Base Certificate,
Borrower  shall  be automatically required (without demand or notice of any kind
by  Lender, all of which are hereby expressly waived by Borrower) to immediately
repay the Revolving Credit Loans in an amount sufficient to reduce the amount of
the  Total  Revolving  Credit  Outstandings to the amount of the Borrowing Base.

     2.02     Procedure  for  Borrowing.  Subject to the terms and conditions of
              -------------------------
this  Agreement,  Lender  shall  cause  the Revolving Credit Loans to be made to
Borrower at any time and from time to time during the Revolving Credit Period of
this  Agreement upon timely prior oral or written notice ("Borrowing Notice") to
Lender  specifying  (a)  the desired amount of the Revolving Credit Loan and (b)
the date on which the Revolving Credit Loan proceeds are to be made available to
Borrower,  which  must be a Business Day. Each Borrowing Notice must be received
by  Lender  not  later  than  12:00 noon (St. Louis time) on the Business Day on
which  a  Revolving  Credit  Loan  is  to  be  made.  Subject  to  the terms and
conditions  of  this  Agreement, provided that Lender has received the Borrowing
Notice,  Lender  shall  (unless  Lender determines that any applicable condition
specified  in  Section 3 has not been satisfied) make such Revolving Credit Loan
to  Borrower by crediting the amount of such Revolving Credit Loan to an account
of Borrower at Lender, not later than 2:30 p.m. (St. Louis time) on the Business
Day  specified  in  said Borrowing Notice.  Borrower hereby authorizes Lender to
rely  on telephonic, telegraphic, telecopy, telex or written instructions of any
individual  identifying  himself  or herself as one of the individuals listed on
Schedule  2.02  attached  hereto  (or  any  other  individual  from time to time
--------------
authorized  to act on behalf of Borrower pursuant to a resolution adopted by the
Board  of  Directors  of Borrower and certified by the Secretary of Borrower and
delivered to Lender) with respect to any request to make a Revolving Credit Loan
or  a  repayment  hereunder,  and  on  any signature which Lender believes to be
genuine,  and  Borrower  shall  be  bound  thereby in the same manner as if such
person  were  actually authorized or such signature were genuine.  Borrower also
hereby  agrees to indemnify Lender and hold Lender harmless from and against any
and  all  claims,  demands,  damages,  liabilities,  losses,  costs and expenses
(including,  without  limitation,  reasonable  attorneys'  fees  and  expenses)
relating  to  or  arising  out  of  or  in  connection  with  the  acceptance of
instructions  for  making  Revolving  Credit Loans or repayments hereunder.  The
Revolving Credit Loans shall be evidenced by a Revolving Credit Note of Borrower
dated  the  date  hereof  and  payable  to  the  order of Lender in the original
principal  amount  of $1,500,000.00 in the form attached hereto as Exhibit B and
                                                                   ---------
incorporated  herein by reference (as the same may from time to time be amended,
modified,  extended  or  renewed,  the  "Revolving  Credit  Note").

     2.03     Term  Loan.  Lender  hereby agrees to make Borrower a term loan on
              ----------
the  date  hereof  in  the original principal amount of $1,350,000.00 (the "Term
Loan").  The  Term  Loan  shall  be  evidenced by a Term Loan Promissory Note of
Borrower  dated  the  date  hereof  and  payable  to  the order of Lender in the
original  principal  amount  of  $1,350,000.00  in  the  form attached hereto as
Exhibit  C  and  incorporated  herein by reference (as the same may from time to
----------

time be amended, modified, extended, renewed or restated, the "Term Loan Note").
The  Term  Loan  Note  shall  mature on April 25, 2007 (on which date all unpaid
principal  and  all  accrued  and unpaid interest shall become due and payable).
Principal  on  the  Term Loan Note shall be payable as provided in the Term Loan
Note.


                                      -13-
<PAGE>
Any  provision  of  this  Agreement  or  the  Term  Loan  Note  to  the contrary
notwithstanding,  the  unpaid  principal  balance  of the Term Loan plus accrued
interest  thereon  shall  be  immediately  due  and payable upon acceleration of
Borrower's  Obligations  as  provided  in  Section  6  hereof or in the event of
termination  of  this  Agreement.

     2.04     Interest  Rates.  So  long  as  no  Event  of  Default  under this
              ---------------
Agreement  has  been  declared  by  Lender and is continuing, (a) each Revolving
Credit  Loan  shall bear interest prior to maturity at a rate per annum equal to
the Prime Rate (fluctuating as and when the Prime Rate shall change) and (b) the
Term  Loan  shall  bear  interest prior to maturity at a rate per annum equal to
Eight  and  01/100  Percent (8.01%).  So long as any Event of Default under this
Agreement  has  been  declared  by  Lender and is continuing, (a) each Revolving
Credit  Loan  shall bear interest prior to maturity at a rate per annum equal to
Three  Percent  (3%)  over and above the Prime Rate (fluctuating as and when the
Prime  Rate  shall  change)  and  (b) the Term Loan shall bear interest prior to
maturity  at a rate per annum equal to Eleven and 01/100 Percent (11.01%).  From
and  after  the  maturity  of  the  Revolving  Credit Note, whether by reason of
acceleration  or  otherwise,  each  Revolving  Credit  Loan  shall bear interest
payable  on  demand  until  paid at a rate per annum equal to Three Percent (3%)
over  and  above  the  Prime  Rate (fluctuating as and when the Prime Rate shall
change).  From and after the maturity of the Term Loan Note, the Term Loan shall
bear  interest  payable on demand until paid at a rate per annum equal to Eleven
and  01/100  Percent  (11.01%).  Interest  shall be computed with respect to all
Loans  on  an  actual  day,  360-day  year  basis.

     2.05     Interest  Payments.  Borrower  shall pay Lender on the first (1st)
              ------------------
day  of each month, commencing with the first (1st) day of the first (1st) month
following  the  date each Revolving Credit Loan was made, all accrued and unpaid
interest on each Revolving Credit Loan.  Notwithstanding any provision contained
in  this  Agreement  to  the  contrary,  all  accrued and unpaid interest on the
Revolving  Credit  Loans  shall  also  be  paid at the maturity of the Revolving
Credit Note, whether by reason of acceleration or otherwise.  Borrower shall pay
Lender  interest  on  the  Term  Loan  as  provided  in  the  Term  Loan  Note.
Notwithstanding  any  provision contained in this Agreement to the contrary, all
accrued  and unpaid interest on the Term Loan shall also be paid at the maturity
of  the  Term Loan Note, whether by reason of acceleration or otherwise.  In the
event  any payment of interest shall become due on a day which is not a Business
Day,  such  interest  payment  shall  be  due and payable on the next succeeding
Business  Day.

     2.06     Prepayment.  Subject to the provisions of Section 2.10 and 2.07 of
              ----------
this  Agreement,  (a) Borrower shall have the right to prepay all at any time or
any  portion  from  time to time of the unpaid principal of any Revolving Credit
Loan  prior to maturity, without penalty or premium, and (b) Borrower shall have
the  right  to  prepay  all  at any time or any portion from time to time of the
unpaid  principal  balance of the Term Loan prior to maturity, provided that (i)
partial  prepayments  shall  be applied to installments of principal of the Term
Loan  in  the  inverse order of their stated maturities, (ii) on each prepayment
date,  Borrower shall pay to the order of Lender all accrued and unpaid interest
on  the  principal  portion  of the Term Loan being prepaid to and including the
date  of  such  prepayment,  and (iii) Borrower shall pay the Prepayment Fee and
other  amounts,  if  any,  under  Section  2.07.

     2.07     Prepayment  Fee.  Borrower  hereby  agrees  to  pay  Lender,  upon
              ---------------
prepayment  of all or part of the principal amount of the Term Loan before final
maturity,  a prepayment fee ("Prepayment Fee") in an amount equal to the product
of (A) the amount of principal of each installment so prepaid, each respectively
multiplied  by (B) the product of (1) a rate of interest equal to the difference
(not  less  than  zero) between the rate of interest then applicable to the Term
Loan  and the yield-to-maturity of U.S. Treasury securities selected by Bank, as
reported in the Wall Street Journal, Midwest Edition, or any similar publication
                -------------------
or  newspaper  selected  by  Bank,  on  the Business Day before the date of such
prepayment,  having  an  original  maturity  closest to, but not later than, the
respective  due  date  of the applicable installment of principal being prepaid,
multiplied  by  (2)  the  number  of  days  from  and including the date of such
prepayment  to  but  not  including  the  respective  due date of the applicable
installment  of  principal  being  prepaid divided by three hundred sixty (360).
All  determinations,  estimates,  assumptions, allocations and the like required
for  the  determination  of  such  Prepayment Fees shall be made by Bank in good
faith,  and  Bank's  determination  shall  be final, binding and conclusive upon
Borrower.  If  Borrower  fails to pay any Prepayment Fee when due, the amount of
such  Prepayment  Fee  shall  thereafter bear interest until paid at the default
rate  applicable  to  the Term Loan specified in this Agreement (computed on the
basis  of  a  360-day  year,  actual  days  elapsed).


                                      -14-
<PAGE>
     2.08     Method  of  Making  Interest  and  Other  Payments; Application of
              ------------------------------------------------------------------
Payments.  Lender  may,  at  its option, deem interest and other amounts payable
under  this Agreement (including any principal portion of the Term Loan which is
then due and payable but excluding the principal balance of the Revolving Credit
Loans)  to  be paid by causing a Revolving Credit Loan to be made to Borrower in
such  amount(s).  Solely  for  the  purpose  of  calculating  interest earned by
Lender, payment by or for the account of Borrower shall be applied by the Lender
on  account of the Borrower's Obligations on the second (2nd) Business Day after
a  deposit  of funds is made in the amount of that payment in Lender's operating
account  at  Lender.  Deposits received after 12:00 noon. (St. Louis time) shall
be  deemed  to  have  been  received or deposited on the following Business Day.

     2.09     Late Fees.  If Borrower fails to make any payment of any principal
              ---------
of  or  interest  on any Loan within ten (10) days after the date the same shall
become  due  and  payable,  whether  by  reason  of  maturity,  acceleration  or
otherwise,  in  addition to all of the other rights and remedies of Lender under
this Agreement and at law or in equity, Borrower shall pay Lender on demand with
respect  to  each such late payment a late fee in an amount equal to the greater
of  $100.00  or  Five  Percent  (5%)  of  the  amount of each such late payment.

     2.10     Early  Termination  and Early Termination Fee.  Borrower may elect
              ---------------------------------------------
to  terminate  this  Agreement  at any time.  Borrower hereby agrees that in the
event  that  Lender  or  Borrower elects to terminate this Agreement (including,
without  limitation,  any termination by Lender as a result of the occurrence of
an Event of Default under this Agreement), Borrower will pay to Lender the total
of  the  following:  (a)  any  amount  of  interest  accrued through the date of
termination  with respect to the outstanding Borrower's Obligations; and (b) the
outstanding  Borrower's  Obligations.

     2.11     General  Provisions  as  to  Payments.  Borrower  shall  make each
              -------------------------------------
payment  of  principal  of, and interest on, the Loans and of fees and all other
amounts  payable under this Agreement not later than 12:00 noon (St. Louis time)
on  the  date  when  due, in Federal or other funds immediately available in St.
Louis, Missouri, to Lender at its address referred to in Section 7.07.  Payments
received  after  12:00  noon.  (St.  Louis  time)  shall  be deemed to have been
received  on  the following Business Day.  Whenever any payment of principal of,
or  interest  on,  the  Loans  or  of  fees shall be due on a day which is not a
Business  Day,  the  date  for  payment  thereof  shall  be extended to the next
succeeding  Business  Day.  If the date for any payment of principal is extended
by operation of law or otherwise, interest thereon, at the then applicable rate,
shall  be  payable  for  such  extended  time.

SECTION3.  PRECONDITIONS  TO  LOANS.
-----------------------------------

     3.01     Initial  Loan.  Notwithstanding  any  provision  contained in this
              -------------
Agreement  to  the contrary, Lender shall have no obligation to make the initial
Loan  under  this  Agreement  unless  Lender  shall  have  first  received:

     (a)     this  Agreement  and  the Notes, each executed by a duly authorized
officer  of  Borrower;

     (b)     the  Security  Agreement  (which  must  be  in  form  and substance
satisfactory  to  Lender)  and such Uniform Commercial Code financing statements
and other documents as Lender may require in connection therewith, each executed
by  a  duly  authorized  officer  of  Borrower;

     (c)     the  Missouri  Deed  of  Trust (which must be in form and substance
satisfactory  to  Lender)  and such Uniform Commercial Code financing statements
and other documents as Lender may require in connection therewith, each executed
by  a  duly  authorized  officer  of  Borrower;

     (d)     the  Assignment  of  Leases  and  Rents  (which must be in form and
substance  satisfactory  to  Lender)  and such Uniform Commercial Code financing
statements  and  other  documents as Lender may require in connection therewith,
each  executed  by  a  duly  authorized  officer  of  Borrower;

     (e)     a title commitment for an ALTA Loan Policy (Form 1970) for the real
property  covered  by  the Missouri Deed of Trust in an amount acceptable to the
Lender,  with  all  standard  exceptions  deleted,  no  other  exceptions unless
previously  approved  by  the  Lender and with such affirmative coverages as the
Lender  shall  require,  including,  without limitation, a zoning endorsement, a
comprehensive  endorsement,  a future advance endorsement, a survey endorsement,
an  access  endorsement,  a  separate tax parcel, and a last dollar endorsement;


                                      -15-
<PAGE>
     (f)     copies  of  all  recorded  plats and title exceptions affecting the
real  property  covered  by  the  Missouri  Deed  of  Trust;

     (g)     an  appraisal  of the real property covered by the Missouri Deed of
Trust  in form and substance satisfactory to the Lender prepared by an appraiser
selected  by  the  Lender;

     (h)     such  environmental assessments of the real property covered by the
Missouri  Deed  of  Trust as shall be required by the Lender, including, without
limitation,  appropriate  environmental  inspections, tests and record searches,
and  a  report thereof by an environmental engineer or other Person satisfactory
to the Lender stating there is no evidence of hazardous or toxic materials on or
affecting  any  such real property together with a reliance letter acceptable to
the  Lender;

     (i)     the  Illinois  Mortgage  (which  must  be  in  form  and  substance
satisfactory  to  Lender)  and such Uniform Commercial Code financing statements
and other documents as Lender may require in connection therewith, each executed
by  a  duly  authorized  officer  of  Borrower;

     (j)     a title commitment for an ALTA Loan Policy (Form 1970) for the real
property covered by the Illinois Mortgage in an amount acceptable to the Lender,
with  all  standard  exceptions  deleted,  no other exceptions unless previously
approved  by  the Lender and with such affirmative coverages as the Lender shall
require,  including,  without  limitation, a zoning endorsement, a comprehensive
endorsement,  a  future  advance  endorsement,  a  survey endorsement, an access
endorsement,  a  separate  tax  parcel,  and  a  last  dollar  endorsement;

     (k)     copies  of  all  recorded  plats and title exceptions affecting the
real  property  covered  by  the  Illinois  Mortgage;

     (l)     an  appraisal of the real property covered by the Illinois Mortgage
in  form  and  substance  satisfactory  to  the  Lender prepared by an appraiser
selected  by  the  Lender;

     (m)     such  environmental assessments of the real property covered by the
Illinois  Mortgage  as  shall  be  required  by  the  Lender, including, without
limitation,  appropriate  environmental  inspections, tests and record searches,
and  a  report thereof by an environmental engineer or other Person satisfactory
to the Lender stating there is no evidence of hazardous or toxic materials on or
affecting  any  such real property together with a reliance letter acceptable to
the  Lender;

     (n)     a  landlord  estoppel  letter  (which must be in form and substance
satisfactory  to  the  Lender),  duly executed by the owner of the real property
covered  by  the  Illinois  Mortgage;

     (o)     the  Guaranty  (which must be in form and substance satisfactory to
Lender),  duly  executed  by  each  of  the  Guarantors;

     (p)     a  copy  of resolutions of the Board of Directors of Borrower, duly
adopted,  which  authorize  the  execution,  delivery  and  performance  of this
Agreement,  the  Notes and the other Transaction Documents executed by Borrower,
certified  by  the  Secretary  of  Borrower;

     (q)     a  copy of the Articles of Incorporation of Borrower, including any
amendments  thereto,  certified  by  the  Secretary  of  State  of  the State of
Missouri;

     (r)     a  copy  of  the  By-Laws  of  Borrower,  including  any amendments
thereto,  certified  by  the  Secretary  of  Borrower;


                                      -16-
<PAGE>
     (s)     an  incumbency  certificate, executed by the Secretary of Borrower,
which  shall  identify  by  name and title and bear the signatures of all of the
officers  of  Borrower  executing  any  of  the  Transaction  Documents;

     (t)     certificates  of  corporate good standing of Borrower issued by the
Secretaries  of  State  of  the  States  of  Missouri  and  Illinois;

     (u)     a  copy  of  the  Certificate  of  Incorporation  of  Air  Methods
Corporation,  including  any  amendments  thereto, certified by the Secretary of
State  of  the  State  of  Delaware;

     (v)     a  copy  of  the  By-Laws of Air Methods Corporation, including any
amendments  thereto,  certified  by  the  Secretary  of Air Methods Corporation;

     (w)     an incumbency certificate, executed by the Secretary of Air Methods
Corporation,  which  shall identify by name and title and bear the signatures of
all  of the officers of Air Methods Corporation executing any of the Transaction
Documents;

     (x)     certificates  of corporate good standing of Air Methods Corporation
issued  by  the  Secretaries  of  State  of the States of Missouri and Delaware;

     (y)     a copy of the Articles of Incorporation of Mercy Air Service, Inc.,
including  any  amendments  thereto,  certified by the Secretary of State of the
State  of  California;

     (z)     a  copy  of  the  By-Laws of Mercy Air Service, Inc., including any
amendments  thereto,  certified  by  the  Secretary  of Mercy Air Service, Inc.;

     (aa)     an  incumbency certificate, executed by the Secretary of Mercy Air
Service, Inc., which shall identify by name and title and bear the signatures of
all  of the officers of Mercy Air Service, Inc. executing any of the Transaction
Documents;

     (bb)     certificates of corporate good standing of Mercy Air Service, Inc.
issued  by  the  Secretaries  of State of the States of Missouri and California;

     (cc)     an  opinion  of  counsel  of  Davis,  Graham & Stubbs LLP, outside
counsel  to  Borrower  and the Guarantors, in form and substance satisfactory to
Lender  and  Lender's  counsel;

     (dd)     the  initial  Borrowing  Base  Certificate  required  by  Section
2.01(c);

     (ee)     the  Borrowing  Notice  required  by  Section  2.02;

     (ff)     evidence  of  the  proper  filing  of  UCC-1  Financing Statements
perfecting  first  priority  security interests in favor of Lender in all of the
Collateral  and  all  of  the  Third  Party  Collateral;

     (gg)     UCC-3  Termination  Statements  for all UCC-1 Financing Statements
filed  of record against Borrower other than UCC-1 Financing Statements relating
to  Permitted  Liens;

     (hh)     evidence  satisfactory to Lender of the insurance required by this
Agreement  and  the  other  Transaction  Documents  together  with  loss payable
endorsements  in form and substance satisfactory to Lender, duly executed by the
insurance  company;

     (ii)     copies  of  all  financial  statements  and  other  Exhibits  and
Schedules  required  by  this  Agreement  and  the  other Transaction Documents;


                                      -17-
<PAGE>
     (jj)     a  letter  of  direction  from  Borrower  with  respect  to  the
disbursement  of  the  proceeds  of  the  initial  Loans  under  this Agreement;

     (kk)     such  mortgagee,  bailee,  landlord  or  warehousemen's waivers as
Lender  may deem necessary regarding locations at which Collateral is or will be
stored  or  otherwise  located;

     (ll)     evidence  satisfactory to the Lender that Borrower has consummated
the acquisition of the assets of Area Rescue Consortium of Hospitals pursuant to
that  certain  Asset  Purchase Agreement dated March 23, 2000, by and among Area
Rescue Consortium of Hospitals, as seller, Air Methods Corporation and Mercy Air
Service,  Inc.,  as  buyers, and assigned by buyers to Borrower pursuant to that
certain  Assignment  Agreement dated April 18, 2000 by and among such seller and
buyers  (the  "ARCH Acquisition Agreement"), the terms and provisions (including
the  purchase  price)  of which ARCH Acquisition Agreement must be acceptable to
the  Lender,  which  evidence  shall  include  (i)  a certificate of all "buyer"
parties  to  the  ARCH  Acquisition Agreement that all of the conditions to such
parties'  obligations  thereunder  which  are  required to be satisfied as of or
prior  to  closing  have  been  satisfied  or  effectively  waived  and  (ii)  a
certificate  of  all "seller" parties to the ARCH Acquisition Agreement that all
of  the conditions to such parties' obligations thereunder which are required to
be  satisfied  as  of  or  prior  to  closing have been satisfied or effectively
waived;  and

     (mm)     such  other agreements, documents, instruments and certificates as
Lender  may  reasonably  request.

     Any  one  or  more  of  the  conditions set forth above which have not been
satisfied  by  Borrower  on  or prior to the date of disbursement of the initial
Loan  hereunder  shall  not be deemed permanently waived by Lender unless Lender
shall  waive  the  same  in  a writing which expressly states that the waiver is
permanent,  and  in  all cases in which the waiver is not stated to be permanent
Lender  may  at  any  time  subsequent  thereto  insist  upon  compliance  and
satisfaction  of  any  such  condition  as  a  condition  to any subsequent Loan
hereunder and failure to Borrower to comply with any such condition within three
(3)  Business  Day's  written notice from Lender to Borrower shall constitute an
Event  of  Default  under  this  Agreement.

     3.02     All  Loans.  Notwithstanding  any  provision  contained  in  this
              ----------
Agreement  to  the  contrary,  Lender  shall have no obligation to make any Loan
under  this  Agreement  unless:

     (a)     Lender  shall have received a current Borrowing Base Certificate as
required  by  Section  2.01(c);

     (b)     if such Loan is a Revolving Credit Loan, Lender shall have received
a  Borrowing  Notice for such Revolving Credit Loan as required by Section 2.02;

     (c)     both immediately before and immediately after giving effect to such
Loan,  no  Default  or Event of Default under this Agreement shall have occurred
and  be  continuing;

     (d)     no  material adverse change in the Properties, assets, liabilities,
business, operations, prospects, income or condition (financial or otherwise) of
Borrower,  any other Obligor and/or any Subsidiary shall have occurred since the
date  of  this  Agreement  and  be  continuing;  and

     (e)     all  of the representations and warranties made by Borrower in this
Agreement  and/or in any other Transaction Document shall be true and correct in
all material respects on and as of the date of such Loan as if made on and as of
the  date  of  such  Loan  (and  for  purposes  of  this  Section  3.02(e),  the
representations  and warranties made by Borrower in Section 4.04 shall be deemed
to refer to the most recent financial statements of Borrower delivered to Lender
pursuant  to  Section  5.01(a)).

     Each request for a Loan by Borrower under this Agreement shall be deemed to
be  a representation and warranty by Borrower on the date of such Loan as to the
facts  specified  in  clauses  (c),  (d)  and  (e)  of  this  Section  3.02.


                                      -18-
<PAGE>
SECTION 4.  REPRESENTATIONS  AND  WARRANTIES.
-------------------------------------------

     Borrower  hereby  represents  and  warrants  to  Lender  that:

     4.01     Corporate Existence and Power.  Borrower and each Subsidiary:  (a)
              -----------------------------
is  duly  incorporated,  validly existing and in good standing under the laws of
the  jurisdiction  of  its incorporation; (b) has all requisite corporate powers
required  to  carry  on  its  business  as  now conducted; (c) has all requisite
governmental  and  regulatory  licenses,  authorizations, consents and approvals
required  to  carry  on  its  business  as  now conducted, except such licenses,
authorizations,  consents and approvals the failure to have could not reasonably
be  expected to have a Material Adverse Effect; and (d) is qualified to transact
business as a foreign corporation in, and is in good standing under the laws of,
all  states  in  which  it  is  required  by  applicable  law  to  maintain such
qualification  and good standing except for those states in which the failure to
qualify  or  maintain  good  standing could not reasonably be expected to have a
Material  Adverse  Effect.

     4.02     Corporate  Authorization.  The execution, delivery and performance
              ------------------------
by  Borrower of this Agreement, the Notes and the other Transaction Documents to
which  Borrower  is a party are within the corporate powers of Borrower and have
been  duly  authorized  by  all  necessary  corporate  action.

     4.03     Binding  Effect.  This  Agreement,  the  Notes  and  the  other
              ---------------
Transaction  Documents  to which Borrower is a party have been duly executed and
delivered by Borrower and constitute the legal, valid and binding obligations of
Borrower  enforceable  in accordance with their respective terms, except as such
enforceability  may  be  limited by bankruptcy, insolvency or other similar laws
affecting  creditors'  rights  generally  and  by  general  principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or  at  law).

     4.04     Financial  Statements.  Borrower  has  furnished  Lender with such
              ---------------------
financial statements of Parent and Area Rescue Consortium of Hospitals as Lender
has  requested.  Borrower  represents  and  warrants  to  Lender  that  (a) such
financial  statements  with  respect  to  Parent fairly present the condition of
Parent  and  its  Subsidiaries  as  of  the dates thereof, (b) there has been no
material  adverse  change in the condition or operation, financial or otherwise,
of  Parent  or any of its Subsidiaries since the last date of any such financial
statements,  (c)  neither  Parent  nor any of its Subsidiaries had any direct or
contingent  liabilities which were not disclosed on said financial statements or
the  notes  thereto (to the extent such disclosure is required by GAAP); and (d)
Borrower  has no knowledge of any facts, circumstances or omissions that make or
may  make  the  financial  statements  furnished  with  respect  to  Area Rescue
Consortium of Hospitals untrue, incorrect or misleading in any material respect.

     4.05     Litigation.  Except as disclosed on Schedule 4.05 attached hereto,
              ----------                          -------------
there  is  no  action  or  proceeding  pending or, to the knowledge of Borrower,
threatened  against  or  affecting  Borrower or any Subsidiary before any court,
arbitrator  or  any  governmental,  regulatory  or  administrative  body,
instrumentality,  authority,  agency  or official which, if determined adversely
against  Borrower  or  any  Subsidiary,  could  reasonably be expected to have a
Material Adverse Effect.  Neither Borrower nor any Subsidiary is in default with
respect  to  any  order,  writ,  injunction,  decision  or  decree of any court,
arbitrator  or  any  governmental,  regulatory  or  administrative  body,
instrumentality,  authority,  agency  or  official,  a default under which could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.  There  are no
outstanding  judgments  against  Borrower  or  any  Subsidiary.


                                      -19-
<PAGE>
     4.06     Pension  and  Welfare  Plans.  Each  Pension Plan and Welfare Plan
              ----------------------------
complies  in  all material respects with ERISA and all other applicable statutes
and  governmental  and regulatory rules and regulations; no Reportable Event has
occurred  and  is  continuing with respect to any Pension Plan; neither Borrower
nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer
Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections
4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any
ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA;
neither  Borrower  nor  any  Subsidiary  nor any ERISA Affiliate has in the past
contributed  to  or  currently  contributes  to  a  Multi-Employer Plan; neither
Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability
with respect to a Multi-Employer Plan; no steps have been instituted by Borrower
or  any  Subsidiary  or  any  ERISA  Affiliate to terminate any Pension Plan; no
condition  exists  or  event  or transaction has occurred in connection with any
Pension  Plan,  Multi-Employer  Plan  or  Welfare Plan which could result in the
incurrence  by Borrower or any Subsidiary or any ERISA Affiliate of any material
liability,  fine  or  penalty;  and  neither Borrower nor any Subsidiary nor any
ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of
ERISA  of  a  "single-employer  plan" as defined in Section 4001(a)(15) of ERISA
which  has  two or more contributing sponsors at least two of whom are not under
common control.  Except as disclosed on the consolidated financial statements of
Borrower  and its Subsidiaries delivered by Borrower to Lender, neither Borrower
nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any
Welfare  Plan.

     4.07     Tax  Returns  and Payment.  Borrower and each Subsidiary has filed
              -------------------------
all  Federal,  state,  local  and  other  income and other tax returns which are
required  to  be  filed and has paid all taxes which have become due pursuant to
such  returns  and  all  other  taxes,  assessments, fees and other governmental
charges  upon Borrower or such Subsidiary, as the case may be, and/or upon their
respective  Properties,  assets, income and franchises which have become due and
payable by Borrower or such Subsidiary, as the case may be, except those wherein
the  amount,  applicability  or validity are being contested by Borrower or such
Subsidiary,  as  the  case  may  be, by appropriate proceedings being diligently
conducted  in good faith and in respect of which adequate reserves in accordance
with  GAAP  have  been  established.  There  is  no  asserted or assessed (or to
Borrower's  knowledge,  proposed)  tax  deficiency  against  Borrower  or  any
Subsidiary  which,  if  determined adversely against Borrower or any Subsidiary,
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     4.08     Subsidiaries.  Borrower  has  no  Subsidiaries  other  than  as
              ------------
identified  on  Schedule 4.08 attached hereto, as the same may from time to time
                -------------
be amended, modified or supplemented as provided herein.  Schedule 4.08 attached
                                                          -------------
hereto  correctly  sets forth, for each Subsidiary, the number of shares of each
class  of  common and preferred stock authorized for such Subsidiary, the number
of  outstanding  and the percentage of the outstanding shares of each such class
owned,  directly  or indirectly, by Borrower or one or more of its Subsidiaries.
All  of  the  issued  and  outstanding  capital stock of each Subsidiary is duly
authorized,  validly  issued  and  fully  paid  and  nonassessable.  Except  as
disclosed on Schedule 4.08 attached hereto, neither Borrower nor any Subsidiary,
             -------------
individually or collectively, owns or holds, directly or indirectly, any capital
stock  or  equity  security  of,  or  any equity interest in, any corporation or
business  other  than  Borrower's Subsidiaries.  Borrower may at any time amend,
modify or supplement Schedule 4.08 by notifying Lender in writing of any changes
                     -------------
thereto,  including  any  formation,  acquisition,  merger or liquidation of any
Subsidiary  or any change in the capitalization of any Subsidiary, in each case,
in  accordance with the terms of this Agreement, and thereby the representations
and  warranties  contained  in this Section 4.08 shall be amended accordingly so
long  as  such  amendment, modification or supplement is made within thirty (30)
days  after  the  occurrence of any such changes in the facts stated therein and
that  such changes reflect transactions that are permitted under this Agreement.

     4.09     Compliance  With  Other  Instruments;  None  Burdensome.  Neither
              -------------------------------------------------------
Borrower  nor  any Subsidiary is a party to any contract or agreement or subject
to any charter or other corporate restriction which could reasonably be expected
to  have  a  Material  Adverse  Effect  and which is not disclosed on Borrower's
financial  statements  heretofore submitted to Lender; none of the execution and
delivery  by  Borrower  of  the  Transaction  Documents, the consummation of the
transactions  therein contemplated or the compliance with the provisions thereof
will  violate  any  law,  rule,  regulation,  order, writ, judgment, injunction,
decree or award binding on Borrower, or any of the provisions of the Certificate
or  Articles of Incorporation or By-Laws of Borrower or any of the provisions of
any  indenture, agreement, document, instrument or undertaking to which Borrower
is  a  party  or  subject,  or  by which Borrower or any Property of Borrower is
bound,  or  conflict  with  or  constitute a default thereunder or result in the
creation  or imposition of any Lien pursuant to the terms of any such indenture,
agreement,  document,  instrument  or undertaking (other than in favor of Lender
pursuant  to  the Transaction Documents).  No order, consent, approval, license,
authorization  or  validation  of, or filing, recording or registration with, or
exemption  by,  any  governmental,  regulatory, administrative or public body or
authority,  or  any  subdivision  thereof,  or  any  other Person is required to
authorize,  or  is  required  in  connection  with,  the  execution, delivery or
performance  of, or the legality, validity, binding effect or enforceability of,
any  of  the  Transaction  Documents.


                                      -20-
<PAGE>
     4.10     Other  Debt,  Guarantees  and  Capitalized  Leases.  Except  as
              --------------------------------------------------
disclosed  on Schedule 4.10 attached hereto, neither Borrower nor any Subsidiary
              -------------
is  a  borrower,  guarantor  or  obligor with respect to, or a lessee under, any
Debt,  Guarantees or Capitalized Leases.  Borrower may at any time amend, modify
or  supplement  Schedule  4.10  by  notifying  Lender  in writing of any changes
                --------------
thereto,  and  thereby  the  representations  and  warranties  contained in this
Section  4.10  shall  be  amended  accordingly  so  long  as  such  amendment,
modification  or supplement is made within thirty (30) days after the occurrence
of  any  such  changes in the facts stated therein and that such changes reflect
transactions  that  are  permitted  under  this  Agreement.

     4.11     Labor Matters.   Neither Borrower nor any Subsidiary is a party to
              -------------
any  labor dispute which could reasonably be expected to have a Material Adverse
Effect.  There  are  no  strikes  or  walkouts relating to any labor contract to
which  Borrower or any Subsidiary is subject.  Hours worked and payments made to
the employees of Borrower and its Subsidiaries have not been in violation of (a)
the  Fair  Labor Standards Act or (b) any other applicable law dealing with such
matters,  the violation of which could reasonably be expected to have a Material
Adverse  Effect.  All payments due from Borrower or any Subsidiary, or for which
any  claim may be made against any of them, in respect of wages, employee health
and  welfare  insurance  and/or  other  benefits  have been paid or accrued as a
liability  on  their  respective  books.

     4.12     Title  to  Property.  Borrower and each Subsidiary is the sole and
              -------------------
absolute  owner  of,  or  has the legal right to use and occupy, all Property it
claims  to  own or which is necessary for Borrower or such Subsidiary to conduct
its business, and all of such Property is free and clear of all Liens other than
Permitted  Liens.  Borrower  and each Subsidiary enjoys peaceful and undisturbed
possession in all material respects under all leases under which it is operating
as  a  lessee.

     4.13     Regulation  U.  Borrower  is not engaged principally, or as one of
              -------------
its important activities, in the business of extending credit for the purpose of
purchasing  or  carrying margin stock (within the meaning of Regulation U of The
Board of Governors of the Federal Reserve System, as amended) and no part of the
proceeds  of  any Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately (a) to purchase or carry margin stock or
to  extend  credit  to  others  for the purpose of purchasing or carrying margin
stock,  or  to refund or repay indebtedness originally incurred for such purpose
or  (b)  for  any purpose which entails a violation of, or which is inconsistent
with,  the provisions of any of the Regulations of The Board of Governors of the
Federal  Reserve System, including, without limitation, Regulations G, U, T or X
thereof, as amended.  If requested by Lender, Borrower shall furnish to Lender a
statement  in  conformity  with  the  requirements  of  Federal Reserve Form U-1
referred  to  in  Regulation  U.

     4.14     Multi-Employer  Pension Plan Amendments Act of 1980.  Borrower and
              ---------------------------------------------------
each Subsidiary is in compliance with the Multi-Employer Pension Plan Amendments
Act  of  1980,  as  amended  ("MEPPAA"),  and  has  no  liability  for  pension
contributions  pursuant  to  MEPPAA.

     4.15     Investment Company Act of 1940; Public Utility Holding Company Act
              ------------------------------------------------------------------
of  1935.  Borrower  is  not an "investment company" as that term is defined in,
--------
and  is not otherwise subject to regulation under, the Investment Company Act of
1940,  as  amended.  Borrower is not a "holding company" as that term is defined
in, and is not otherwise subject to regulation under, the Public Utility Holding
Company  Act  of  1935,  as  amended.

     4.16     Patents,  Trademarks,  Copyrights,  Licenses,  Etc.  Except  as
              --------------------------------------------------
disclosed  on Schedule 4.16 attached hereto, neither Borrower nor any Subsidiary
              -------------
has  any  patents,  patent  applications,  patent  rights, trademarks, trademark
applications,  trademark  rights,  copyrights,  licenses  or  other intellectual
property  which  are  material  to  the  business of Borrower or any Subsidiary.
Borrower  may at any time amend, modify or supplement Schedule 4.16 by notifying
                                                      -------------
Lender  in  writing  of any changes thereto, and thereby the representations and
warranties contained in the first sentence of this Section 4.16 shall be amended
accordingly so long as such amendment, modification or supplement is made within
thirty  (30)  days  after the occurrence of any such changes in the facts stated
therein and that such changes reflect transactions that are permitted under this
Agreement.  Borrower and each Subsidiary possesses all necessary patents, patent
rights,  trademarks,  trademark  rights,  trade  names,  trade  name  rights,
copyrights,  licenses  and  other  intellectual property to conduct its business
without  conflict  with  any  patent,  patent right, trademark, trademark right,
trade  name,  copyright,  license  or  other  intellectual property of any other
Person.


                                      -21-
<PAGE>
     4.17     Environmental  and Safety and Health Matters.  Except as disclosed
              --------------------------------------------
on  Schedule  4.17  attached  hereto:  (a)  the  operations of Borrower and each
    --------------
Subsidiary  comply  with  all  applicable  Environmental Laws and all applicable
Occupational  Safety  and Health Laws, the violation or noncompliance with which
could  reasonably be expected to have a Material Adverse Effect; (b) none of the
operations  of Borrower or any Subsidiary are subject to any Environmental Claim
or  any judicial, governmental, regulatory or administrative proceeding alleging
the  violation  of  any Occupational Safety and Health Law, which, if determined
adversely  against  Borrower  or any Subsidiary, could reasonably be expected to
have  a  Material  Adverse Effect; (c) none of the operations of Borrower or any
Subsidiary  is  the  subject  of  any  Federal or state investigation evaluating
whether  any  remedial  action  is needed to respond to any Release of Hazardous
Substances  or any unsafe or unhealthful condition at any premises owned, leased
or  operated  by  Borrower or such Subsidiary, which, if determined adversely to
Borrower  or  any  Subsidiary,  could  reasonably be expected to have a Material
Adverse  Effect;  (d)  neither  Borrower nor any Subsidiary has filed any notice
under  any Environmental Law or Occupational Safety and Health Law indicating or
reporting  (i)  any  past  or  present  spillage,  leakage  or  Release into the
environment of, or treatment, storage or disposal of, any Hazardous Substance or
(ii)  any  unsafe  or  unhealthful  condition  at  any premises owned, leased or
operated  by  Borrower  or  such  Subsidiary;  and  (e) neither Borrower nor any
Subsidiary  has  any  material  contingent  liability in connection with (i) any
spillage, disposal or Release into the environment of, or otherwise with respect
to,  any Hazardous Substances or (ii) any unsafe or unhealthful condition at any
premises  owned,  leased  or  operated  by  Borrower  or  such  Subsidiary.

     4.18     Investments.  Neither  Borrower  nor  any  Subsidiary  has  any
              -----------
Restricted  Investments.

     4.19     No  Default.  No  Default or Event of Default under this Agreement
              -----------
has  occurred  and  is  continuing.  There  is  no  existing default or event of
default  under  or  with respect to any indenture, contract, agreement, lease or
other  instrument to which Borrower or any Subsidiary is a party or by which any
Property  of  Borrower  or  any Subsidiary is bound or affected, a default under
which  could reasonably be expected to have a Material Adverse Effect.  Borrower
and each Subsidiary has and is in full compliance with and in good standing with
respect  to  all  governmental  and  regulatory permits, licenses, certificates,
consents  and  franchises  necessary  to  continue  to  conduct  its business as
previously conducted by it and to own or lease and operate its Properties as now
owned  or  leased  by  it, the failure to have or noncompliance with which could
reasonably  be  expected  to have a Material Adverse Effect, and, to the best of
Borrower's knowledge, none of said permits, certificates, consents or franchises
contain  any  term, provision, condition or limitation more burdensome than such
as  are  generally applicable to Persons engaged in the same or similar business
as  Borrower  or  such Subsidiary, as the case may be.  Neither Borrower nor any
Subsidiary  of  Borrower  is  in violation of any applicable statute, law, rule,
regulation  or  ordinance  of  the United States of America, of any state, city,
town,  municipality,  county  or  of  any  other  jurisdiction, or of any agency
thereof,  a  violation  of which could reasonably be expected to have a Material
Adverse  Effect.

     4.20     Government  Contracts.  Neither  Borrower  nor any Subsidiary is a
              ---------------------
party  to  or  bound  by  any  supply  or  purchase  agreements with the Federal
government  or  any  state  or  local  government  or  any  agency  thereof, the
termination  or  cancellation  of  which  could reasonably be expected to have a
Material  Adverse  Effect.

     4.21     Purchase  and  Other Commitments and Outstanding Bids. No material
              -----------------------------------------------------
purchase  or  other commitment of Borrower or any Subsidiary is in excess of the
normal,  ordinary  and  usual  requirements  of its business, or was made at any
price  in excess of the then current market price, or, to the best of Borrower's
knowledge,  contains  terms  and  conditions  more  onerous than those usual and
customary  in  the  applicable  industry.  There is no material outstanding bid,
sales  proposal,  contract or unfilled order of Borrower or any Subsidiary which
(a)  will,  or  could  if accepted, require Borrower or any Subsidiary to supply
goods  or  services  at  a  cost  to Borrower or any Subsidiary in excess of the
revenues  to  be  received  therefor or (b) quotes prices which do not include a
markup  over  reasonably estimated costs consistent with past markups on similar
business  based  on  market  conditions  current  at  that  time.


                                      -22-
<PAGE>
     4.22     Disclosure.  Neither  this  Agreement  nor  any of the Exhibits or
              ----------
Schedules  hereto  nor  any  certificate  or  other  data furnished to Lender in
writing  by  or  on  behalf of Borrower or any Subsidiary in connection with the
transactions  contemplated  by  this  Agreement contains any untrue or incorrect
statement of a material fact or omits to state a material fact necessary to make
the  statements  contained  herein  or  therein  not  misleading.  To  the  best
knowledge  of  Borrower, there is no fact peculiar to Borrower or any Subsidiary
which  presently  has  a  Material  Adverse  Effect  or in the future (so far as
Borrower  can  now  foresee)  could  reasonably  be  expected to have a Material
Adverse  Effect,  which has not heretofore been disclosed in writing by Borrower
to  Lender.

SECTION5.  COVENANTS.
--------------------

     5.01     Affirmative  Covenants of Borrower.  Borrower covenants and agrees
              ----------------------------------
that,  so  long  as  Lender  has  any  obligation  to  make  any Loan under this
Agreement,  any  Letter  of  Credit remains outstanding or any of the Borrower's
Obligations  remain  unpaid:

     (a)     Information.  Borrower  will  deliver  or  cause to be delivered to
             -----------
Lender:

          (i)  as  soon  as  available  and in any event within ninety (90) days
after  the  end  of  each  fiscal year of Parent, consolidated and consolidating
balance  sheets of Parent and its Subsidiaries as of the end of such fiscal year
and  the  related  consolidated and consolidating statements of income, retained
earnings  and  cash  flows  for such fiscal year, setting forth in each case, in
comparative  form,  the figures for the previous fiscal year, all such financial
statements  to  be  prepared  in  accordance  with GAAP consistently applied and
reported  on  by and accompanied by the unqualified opinion of KPMG LLP or other
independent  certified  public  accountants  selected  by  Parent and reasonably
acceptable  to  Lender;

          (ii)  as  soon  as  available  and in any event within forty-five (45)
days  after  the  end  of  each  fiscal  quarter  of each fiscal year of Parent,
consolidated  and consolidating balance sheets of Parent and its Subsidiaries as
of  the  end of such fiscal month and the related consolidated and consolidating
statements  of  income, retained earnings and cash flows for such fiscal quarter
and  for  the  portion  of  Parent's fiscal year ended at the end of such fiscal
quarter,  setting  forth  in  each case in comparative form, the figures for the
corresponding  fiscal quarter and the corresponding portion of Parent's previous
fiscal  year,  all  in  reasonable detail and satisfactory in form to Lender and
certified  (subject  to normal year-end adjustments and footnote disclosures) as
to  fairness of presentation, GAAP and consistency by the President or the chief
financial  officer  of  Parent;

          (iii)  as  soon  as  available and in any event within forty-five (45)
days  after  the  end  of  each  fiscal quarter of each fiscal year of Borrower,
consolidated  and  consolidating balance sheets of Borrower and its Subsidiaries
as  of  the  end  of  such  fiscal  month  and  the  related  consolidated  and
consolidating  statements  of  income, retained earnings and cash flows for such
fiscal quarter and for the portion of Borrower's fiscal year ended at the end of
such fiscal quarter, setting forth in each case in comparative form, the figures
for the corresponding fiscal quarter and the corresponding portion of Borrower's
previous  fiscal  year,  all  in  reasonable  detail and satisfactory in form to
Lender  and  certified  (subject  to  normal  year-end  adjustments and footnote
disclosures)  as  to  fairness  of  presentation,  GAAP  and  consistency by the
President  or  the  chief  financial  officer  of  Borrower;

          (iv)  simultaneously  with  the  delivery  of  each  set  of financial
statements  referred  to  in  Sections  5.01(a)(i),  (ii)  and  (iii)  above,  a
certificate of the chief financial officer of Parent and Borrower (or such other
officer  of  Parent and Borrower as shall be reasonably acceptable to Lender) in


                                      -23-
<PAGE>
the  form  attached  hereto  as  Exhibit D and incorporated herein by reference,
                                 ---------
accompanied  by  supporting  financial  work  sheets  where  appropriate,  (A)
evidencing  Parent's  and  Borrower's  compliance  with  the financial covenants
contained  in  Section  5.01(o)  of  this  Agreement and the financial covenants
contained  in the Guaranty, (B) stating whether there exists on the date of such
certificate  any  Default  or  Event  of Default and, if any Default or Event of
Default  then  exists,  setting  forth  the details thereof and the action which
Parent  or  Borrower  is taking or proposes to take with respect thereto and (C)
certifying  that  all  of  the  representations  and  warranties made by Parent,
Borrower  and/or  any  other  Obligor  in  this  Agreement  and/or  in any other
Transaction  Document are true and correct in all material respects on and as of
the  date  of  such  certificate  as  if  made  on  and  as  of the date of such
certificate;

          (v)  promptly  upon  receipt  thereof, any reports (including, without
limitation, any management letters and/or reports) submitted to Parent, Borrower
or  any Subsidiary (other than reports previously delivered pursuant to Sections
5.01(a)(i),  (ii) and (iii) above) by independent accountants in connection with
any  annual,  interim  or  special  audit  made  by them of the books of Parent,
Borrower  or  any  Subsidiary;

          (vi)  within  fifteen  (15) days after the end of each fiscal month of
Borrower,  (A)  an  Accounts Trial Balance of Borrower indicating which Accounts
are  current,  up to 30, 30 to 60, 60 to 90, 90 to 120 and 120 days or more past
the  invoice  date and including, if requested by Lender, a listing of the names
and  addresses of all applicable Account Debtors and (B) upon request of Lender,
a  summary  of  accounts  payable of Borrower showing which accounts payable are
current,  up  to  30,  30  to  60,  60  to  90  and 90 days or more past due and
including,  if  requested  by  Lender,  a  listing of the names and addresses of
applicable  creditors,  all in form and detail reasonably satisfactory to Lender
and  certified  as  being true, correct and complete in all material respects by
the  President  or  the  chief  financial  officer  of  Borrower;

          (vii)  at  such  intervals as Lender may request, such information and
reports  regarding Borrower's Inventory as Lender may from time to time request,
all  in form and detail reasonably satisfactory to Lender and certified as being
true,  correct  and  complete by the President or the chief financial officer of
Borrower;

          (viii)  as  soon as available and in any event within thirty (30) days
after  the  beginning  of  each  fiscal  year  of  Parent,  consolidated  and
consolidating  balance  sheet,  income  statement  and cash flow projections for
Parent  and its Subsidiaries for such fiscal year on a month-by-month basis, all
in  form  and  detail  reasonably  acceptable  to  Lender;  and

          (ix)  as  soon  as  available and in any event within thirty (30) days
after  the  beginning  of  each  fiscal  year  of  Borrower,  consolidated  and
consolidating  balance  sheet,  income  statement  and cash flow projections for
Borrower  and  its  Subsidiaries for such fiscal year on a month-by-month basis,
all  in  form  and  detail  reasonably  acceptable  to  Lender;  and

          (x)  with  reasonable  promptness,  such further information regarding
the  business,  affairs and financial condition of Borrower or any Subsidiary as
Lender  may  from  time  to  time  reasonably  request.

     Lender is hereby authorized to deliver a copy of any financial statement or
other  information  made  available by Parent, Borrower or any Subsidiary to any
regulatory  authority  having  jurisdiction over Lender, pursuant to any request
therefor.

     (b)     Payment  of  Indebtedness.  Borrower  will,  and it will cause each
             -------------------------
Subsidiary  to,  (i)  pay  and  discharge  any  and  all Indebtedness payable or
Guaranteed  by Borrower or such Subsidiary, as the case may be, and any interest
or  premium  thereon,  when  due  (whether  by  scheduled  maturity,  required
prepayment, acceleration, demand or otherwise) in accordance with the agreement,
document  or  instrument  relating  to  such  Indebtedness or Guarantee and (ii)
faithfully  perform,  observe  and  discharge  all  covenants,  conditions  and
obligations  which are imposed upon Borrower or such Subsidiary, as the case may
be, by any and all agreements, documents, instruments and indentures evidencing,
securing  or  otherwise  relating  to  such  Indebtedness  or  Guarantee.


                                      -24-
<PAGE>
     (c)     Maintenance  of  Books  and Records; Consultations and Inspections.
             ------------------------------------------------------------------
Borrower  will, and it will cause each Subsidiary to, maintain books and records
sufficient  to permit the preparation of financial statements in accordance with
GAAP  and  in  which  true,  correct  and  complete entries shall be made of all
dealings  and transactions in relation to its business and activities.  Borrower
will,  and  it  will  cause  each  Subsidiary  to, permit Lender (and any Person
appointed  by Lender to whom Borrower does not reasonably object) to discuss the
affairs, finances and accounts of Borrower and each Subsidiary with the officers
of Borrower and each Subsidiary and their independent public accountants, all at
such  reasonable  times  and as often as Lender may from time to time reasonably
request.  Borrower  will  also permit, and will cause each Subsidiary to permit,
inspection  of  its  Properties,  books  and records by the Lender during normal
business  hours  and  at other reasonable times.  Borrower will reimburse Lender
upon  demand  for  all  reasonable  costs  and  expenses  incurred  by Lender in
connection  with  any  such  inspection conducted by Lender while any Default or
Event  of Default under this Agreement has occurred and is continuing.  Borrower
irrevocably  authorizes  Lender  to  communicate  directly  with its independent
public  accountants  and  irrevocably authorizes and directs such accountants to
disclose  to  Lender  any  and  all information with respect to the business and
financial  condition  of Borrower and each Subsidiary as Lender may from time to
time  reasonably  request  in  writing.

     (d)     Payment of Taxes.  Borrower will, and it will cause each Subsidiary
             ----------------
to,  duly file all Federal, state and local income tax returns and all other tax
returns  and  reports  of Borrower or such Subsidiary, as the case may be, which
are  required  to  be  filed  and  duly  pay  and  discharge promptly all taxes,
assessments  and  other  governmental  charges  imposed  upon  it  or any of its
Property;  provided,  however, that neither Borrower nor any Subsidiary shall be
required  to  pay  any  such  tax,  assessment  or other governmental charge the
payment of which is being contested in good faith and by appropriate proceedings
being  diligently  conducted  and for which adequate reserves in accordance with
GAAP  have  been  provided, except that Borrower or such Subsidiary, as the case
may  be,  shall  pay  or  cause  to  be  paid  all  such  taxes, assessments and
governmental charges forthwith upon the commencement of proceedings to foreclose
any  Lien  which  is  attached  as security therefor, unless such foreclosure is
stayed  by the filing of an appropriate bond in a manner reasonably satisfactory
to  Lender.

     (e)     Payment  of  Claims.  Borrower  will,  and  it  will  cause  each
             -------------------
Subsidiary  to,  promptly  pay  and  discharge (i) all trade accounts payable in
accordance  with  its usual and customary business practices as in effect on the
date  of  this  Agreement (but in no event later than thirty (30) days after the
due  date  thereof)  and  (ii)  all claims for work, labor or materials which if
unpaid  might  become  a  Lien  upon  any  of  its Property or assets; provided,
however,  that  neither Borrower nor any Subsidiary shall be required to pay any
such  account  payable  or claim the payment of which is being contested in good
faith  and  by  appropriate proceedings being diligently conducted and for which
adequate  reserves  in  accordance  with  GAAP  have  been provided, except that
Borrower  or  such Subsidiary, as the case may be, shall pay or cause to be paid
all  such  accounts  payable  and  claims  forthwith  upon  the  commencement of
proceedings to foreclose any Lien which is attached as security therefor, unless
such  foreclosure  is  stayed  by  the filing of an appropriate bond in a manner
reasonably  satisfactory  to  Lender.

     (f)     Corporate  Existence.  Borrower  will,  and  it  will  cause  each
             --------------------
Subsidiary  to,  do  all things necessary to (i) preserve and keep in full force
and  effect  at  all  times  its  corporate existence and all permits, licenses,
franchises  and other rights material to its business and (ii) be duly qualified
to  do business and be in good standing in all jurisdictions where the nature of
its business or its ownership of Property requires such qualification except for
those jurisdictions in which the failure to qualify or be in good standing could
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     (g)     Maintenance  of  Property.  Borrower  will,  and it will cause each
             -------------------------
Subsidiary  to,  at all times, preserve and maintain all of the Property used or
useful  in  the  conduct  of  its  business in good condition, working order and
repair,  ordinary  wear  and  tear  excepted.


                                      -25-
<PAGE>
     (h)     Compliance with Laws, Regulations, Etc.  Borrower will, and it will
             ---------------------------------------
cause  each  Subsidiary  to,  comply  with  any  and  all  laws,  ordinances and
governmental  and  regulatory  rules  and  regulations to which Borrower or such
Subsidiary,  as  the case may be, is subject (including, without limitation, all
Occupational  Safety  and Health Laws and all Environmental Laws) and obtain any
and  all  licenses,  permits,  franchises  and other governmental and regulatory
authorizations necessary to the ownership of its Properties or to the conduct of
its  business, which violation or failure to obtain could reasonably be expected
to  have  a  Material  Adverse  Effect.

     (i)     Environmental  Matters.  Borrower  shall give Lender prompt written
             ----------------------
notice  of (i) any Environmental Claim or any other action or investigation with
respect  to  the  existence  or  potential existence of any Hazardous Substances
instituted  or  threatened  with respect to Borrower or any Subsidiary or any of
the  Properties  or  facilities  owned,  leased  or  operated by Borrower or any
Subsidiary  which,  if determined adversely to Borrower or any Subsidiary, could
reasonably  be expected to have a Material Adverse Effect and (ii) any condition
or  occurrence  on any of the Properties or facilities owned, leased or operated
by Borrower or any Subsidiary which constitutes a violation of any Environmental
Laws  or  which  gives  rise  to  a  reporting obligation or requires removal or
remediation  under  any  Environmental  Laws.  Within thirty (30) days after the
giving  of  any  such  notice,  Borrower shall deliver to Lender Borrower's plan
with  respect  to  removal or remediation and Borrower agrees to take all action
which  is  reasonably  necessary  in connection with such action, investigation,
condition  or  occurrence in accordance with such plan with due diligence and to
complete  such  removal or remediation as promptly as possible and in all events
within  the time required by any Environmental Laws or any other applicable law,
rule  or  regulation.  Borrower shall promptly provide Lender with copies of all
documentation  relating  thereto,  and  such  other  information with respect to
environmental  matters  as  Lender  may  request  from  time  to  time.

     (j)     ERISA  Compliance.  If  Borrower,  any  Subsidiary  or  any  ERISA
             -----------------
Affiliate  shall  have any Pension Plan, Borrower, such Subsidiary or such ERISA
Affiliate,  as  the  case  may  be,  shall comply with all requirements of ERISA
relating  to  such  Pension  Plan.  Without  limiting  the  generality  of  the
foregoing,  Borrower will not, and it will not cause or permit any Subsidiary or
any  ERISA  Affiliate  to:

          (i)  permit any Pension Plan maintained by Borrower, any Subsidiary or
any ERISA Affiliate to engage in any nonexempt "prohibited transaction," as such
term  is  defined  in  Section  4975  of  the  Code;

          (ii)     permit  any  Pension  Plan  maintained  by  Borrower,  any
Subsidiary or any ERISA Affiliate to incur any "accumulated funding deficiency",
as  such  term  is defined in Section 302 of ERISA, 29 U.S.C.   1082, whether or
not  waived;

          (iii)     terminate any Pension Plan in a manner which could result in
the  imposition  of  a  Lien  on any Property of Borrower, any Subsidiary or any
ERISA  Affiliate  pursuant  to  Section  4068  of  ERISA,  29  U.S.C.   1368; or

          (iv)  take  any  action  which  would constitute a complete or partial
withdrawal  from  a  Multi-Employer  Plan within the meaning of Sections 4203 or
4205  of  Title  IV  of  ERISA.

     Notwithstanding  any  provision  contained  in  this Section 5.01(j) to the
contrary, an act by Borrower or any Subsidiary shall not be deemed to constitute
a  violation  of this Section 5.01(j) unless the Lender determines in good faith
that  said  action, individually or cumulatively with other acts of Borrower and
its Subsidiaries, has or could reasonably be expected to have a Material Adverse
Effect.


                                      -26-
<PAGE>
     (k)     Notices.  Borrower  will  notify  Lender  in  writing of any of the
             -------
following  within  three  (3)  Business  Days  after any officer of Borrower has
actual  knowledge  thereof,  describing  the  same and, if applicable, the steps
being  taken  by  the  Person(s)  affected  with  respect  thereto:

          (i)     the  occurrence  of any Default or Event of Default under this
Agreement;

          (ii)     the  occurrence  of  any  default  or  event  of  default  by
Borrower,  any  other  Obligor or any Subsidiary under any note, indenture, loan
agreement,  mortgage,  deed of trust, security agreement, lease or other similar
agreement,  document  or  instrument to which Borrower, any other Obligor or any
Subsidiary,  as  the case may be, is a party or by which it is bound or to which
it  is  subject;

          (iii)     the institution of any litigation, arbitration proceeding or
governmental  or  regulatory proceeding affecting Borrower, any other Obligor or
any  Subsidiary,  whether or not considered to be covered by insurance, in which
the  prayer  or  claim  for  relief  seeks  recovery  of  an amount in excess of
$100,000.00  (or,  if  no  dollar amount is specified in the prayer or claim for
relief,  in  which  there is a reasonable likelihood of recovery of an amount in
excess  of  $100,000.00)  or  any  form  of  equitable  relief;

          (iv)     the  entry  of  any  judgment or decree against Borrower, any
other  Obligor  or  any  Subsidiary;

          (v)     the  occurrence  of  a  Reportable  Event  with respect to any
Pension  Plan;  the  filing of a notice of intent to terminate a Pension Plan by
Borrower,  any ERISA Affiliate or any Subsidiary; the institution of proceedings
to terminate a Pension Plan by the PBGC or any other Person; the withdrawal in a
"complete  withdrawal" or a "partial withdrawal" as defined in Sections 4203 and
4205,  respectively, of ERISA by Borrower, any ERISA Affiliate or any Subsidiary
from  any Multi-Employer Plan; or the incurrence of any material increase in the
contingent liability of Borrower or any Subsidiary with respect to any "employee
welfare  benefit  plan" as defined in Section 3(1) of ERISA which covers retired
employees  and  their  beneficiaries;

          (vi)     the  occurrence  of  any  material  adverse  change  in  the
Properties,  assets,  liabilities,  business,  operations,  prospects, income or
condition  (financial  or  otherwise)  of  Borrower,  any  other  Obligor or any
Subsidiary;

          (vii)     any change in the name of Borrower, any other Obligor or any
Subsidiary;

          (viii)     any  proposed opening, closing or other change of any place
of  business  of  Borrower,  any  other  Obligor  or  any  Subsidiary;

          (ix)     any material change in Borrower's or any Subsidiary's line(s)
of  business;

          (x)     the  occurrence  of  any  Change  of  Control  Event;  and

          (xi)     any  notices  required  to  be  provided  pursuant  to  other
provisions  of  this Agreement and notice of the occurrence of such other events
as  Lender  may  from  time  to  time  reasonably  specify.

     (l)     Insurance.  Borrower  will,  and  it will cause each Subsidiary to,
             ---------
insure  all  of  its  Property  of the character usually insured by corporations
engaged  in  the  same or similar businesses similarly situated, against loss or
damage  of  the  kind  customarily  insured against by such corporations, unless
higher  limits  or  coverage  are  reasonably required in writing by Lender, and
carry  adequate  liability  insurance  and  other  insurance of a kind and in an
amount  generally  carried  by  corporations  engaged  in  the  same  or similar
businesses  similarly  situated, unless higher limits or coverage are reasonably
required  in  writing by Lender.  All insurance required by this Section 5.01(l)
shall  be  with insurers rated A-XI or better by A.M Best Company (or accorded a
similar  rating  by  another  nationally or internationally recognized insurance
rating  agency  of  similar  standing  if  A.M.  Best Company is not then in the
business  of  rating insurers or rating foreign insurers) or such other insurers
as may from time to time be reasonably acceptable to Lender.  All such insurance
may  be  subject  to  reasonable  deductible  amounts.  UNLESS BORROWER PROVIDES
EVIDENCE  OF  THE INSURANCE COVERAGE REQUIRED UNDER THIS AGREEMENT AND THE OTHER
TRANSACTION  DOCUMENTS,  LENDER  MAY PURCHASE INSURANCE AT BORROWER'S EXPENSE TO
PROTECT  LENDER'S INTEREST IN THE COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT,
PROTECT  BORROWER'S  INTERESTS.  THE  COVERAGE THAT LENDER PURCHASES MAY NOT PAY
ANY  CLAIM  THAT BORROWER MAY MAKE OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN
CONNECTION  WITH  THE  COLLATERAL.  BORROWER  MAY  LATER  CANCEL  ANY  INSURANCE
PURCHASED  BY  LENDER,  BUT  ONLY  AFTER  PROVIDING  EVIDENCE  THAT BORROWER HAS
OBTAINED  INSURANCE  AS  REQUIRED  BY  THIS  AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.  IF  LENDER  PURCHASES INSURANCE FOR THE COLLATERAL, BORROWER WILL BE
RESPONSIBLE  FOR  THE  COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM,
INTEREST  AND  ANY  OTHER  CHARGES  LENDER  MAY  IMPOSE  IN  CONNECTION WITH THE
PLACEMENT  OF  INSURANCE,  UNTIL  THE  EFFECTIVE  DATE  OF  THE  CANCELLATION OR
EXPIRATION  OF  THE  INSURANCE.  THE  COSTS OF THE INSURANCE MAY BE ADDED TO THE
BORROWER'S OBLIGATIONS.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF
INSURANCE  BORROWER  MAY  BE  ABLE  TO  OBTAIN  ON  ITS  OWN.


                                      -27-
<PAGE>
     (m)     Further  Assurances.  Borrower  will execute and deliver to Lender,
             -------------------
at any time and from time to time, any and all further agreements, documents and
instruments,  and  take  any and all further actions which may be required under
applicable  law,  or  which  Lender may from time to time reasonably request, in
order  to  effectuate  the  transactions  contemplated by this Agreement and the
other  Transaction  Documents.

     (n)     Accountant.  Borrower  will give Lender prompt notice of any change
             ----------
of  Borrower's  independent  certified public accountants and a statement of the
reasons  for  such  change.  Borrower  shall  at  all  times utilize independent
certified  public  accountants  reasonably  acceptable  to  Lender.

     (o)     Financial  Covenants.
             --------------------

          (i)     Maximum  Consolidated  Debt  to  Consolidated  EBITDAR  Ratio.
                  -------------------------------------------------------------
Borrower  will have a Consolidated Debt to Consolidated EBITDAR Ratio of (A) not
more than 5.0 to 1.0 as of December 31, 2000 with respect to the fiscal year (or
short  period)  of  Borrower  ending December 31, 2000 and (B) not more than the
ratio  set  forth  below  as  of  the  last  day of the fiscal quarter period of
Borrower  ending  on  the  applicable  date  set  forth  below:

     Date                                          Ratio
     ----                                          -----
     March  31,  2001                           4.0  to  1.0
     June  30,  2001                            4.0  to  1.0
     September  30,  2001                       4.0  to  1.0
     December  31,  2001                        4.0  to  1.0
     March  31,  2002                           3.0  to  1.0
     June  30,  2002                            3.0  to  1.0
     September  30,  2002                       3.0  to  1.0
     December  30,  2002                        3.0  to  1.0
     Each  March  31,  June  30,
     September  30  and  December  31
     thereafter                                 2.5  to  1.0

          (ii)     Minimum  Consolidated Fixed Charges Coverage Ratio.  Borrower
                   --------------------------------------------------
will  have  a  Consolidated Fixed Charges Coverage Ratio of (A) at least 1.25 to
1.0  for  the fiscal year (or short period) of Borrower ending December 31, 2000
and (B) at least 1.25 for each period of four (4) consecutive fiscal quarters of
Borrower  commencing  with the four (4) consecutive fiscal quarter period ending
March  31,  2001.

     5.02     Negative  Covenants  of  Borrower.  Borrower  covenants and agrees
              ---------------------------------
that,  so  long  as Lender has any obligation to make any Revolving Credit under
this  Agreement,  any  Letter  of  Credit  remains  outstanding  or  any  of the
Borrower's Obligations remain unpaid, unless the prior written consent of Lender
is  obtained:


                                      -28-
<PAGE>
     (a)     Limitation  on  Indebtedness.  Borrower  will  not, and it will not
             ----------------------------
cause  or  permit  any Subsidiary to, incur or be obligated on any Indebtedness,
either  directly  or  indirectly,  by way of Guarantee, suretyship or otherwise,
other  than:

          (i)     the  Borrower's  Obligations;

          (ii)     unsecured  trade  accounts  payable and other normal accruals
incurred  in the ordinary course of business which are not more than thirty (30)
days past due (provided, however, that neither Borrower nor any Subsidiary shall
be  required  to  pay  any  such account payable or other accrual the payment of
which  is  being  contested  in  good faith and by appropriate proceedings being
diligently  conducted  and  for  which adequate reserves in accordance with GAAP
have been provided, except that Borrower or such Subsidiary, as the case may be,
shall  pay  or cause to be paid all such accounts payable and accruals forthwith
upon  the commencement of proceedings to foreclose any Lien which is attached as
security  therefor,  unless  such  foreclosure  is  stayed  by  the filing of an
appropriate  bond  in  a  manner  reasonably  satisfactory  to  Lender);

          (iii)     Indebtedness  existing  as of the date of this Agreement and
listed on Schedule 4.10 attached hereto (without giving effect to any amendments
          -------------
to  Schedule  4.10  after  the  date  of  this  Agreement);

          (iv)     Subordinated  Indebtedness;

          (v)     purchase  money  Indebtedness  incurred solely with respect to
and  in the amount of a Permitted Lien under subsection (g) of the definition of
"Permitted  Lien";  and

          (vi)     other  Indebtedness  not  otherwise permitted by this Section
5.02(a)  in  an amount not to exceed $25,000.00 in the aggregate at any one time
outstanding  for  Borrower  and  all  of  its  Subsidiaries on a combined basis.

     (b)     Limitation  on  Liens.  Borrower  will  not,  and will not cause or
             ---------------------
permit  any  Subsidiary to, create, incur or assume, or suffer to be incurred or
to  exist, any Lien on any of its or their Property or assets, whether now owned
or  hereafter  acquired,  or  upon  any  income or profits therefrom, except for
Permitted  Liens.

     (c)     Consolidation,  Merger,  Sale  of  Assets,  Etc.
             ------------------------------------------------

          (i)  Borrower will not, and it will not cause or permit any Subsidiary
to, directly or indirectly merge or consolidate with or into any other Person or
permit  any  other  Person  to  merge  into  or  with  or  consolidate  with it.

          (ii)  Borrower  will  not, and will not cause or permit any Subsidiary
to,  (A)  sell,  assign, lease, transfer, abandon or otherwise dispose of any of
its  Property  (including,  without limitation, any shares of capital stock of a
Subsidiary  owned  by  Borrower  or  another  Subsidiary)  or (B) issue, sell or
otherwise  dispose  of any shares of capital stock of any Subsidiary, except for
(1)  sales  of  Inventory  in  the  ordinary  course of business (which does not
include  a  transfer  of  Inventory  in  partial  or  total  satisfaction of any
Indebtedness),  (2)  sales  of  fixed  assets  which  are  obsolete, worn-out or
otherwise not used or useable in the ordinary course of its business, so long as
the net proceeds thereof are used solely to purchase replacement fixed assets or
assets of comparable quality or to pay or prepay (y) in the case of assets sales
by  Borrower,  Debt secured by Permitted Liens encumbering the assets being sold
or  the  Borrower's  Obligations  and  (z)  in  the  case  of  asset  sales by a
Subsidiary,  Debt  of  such Subsidiary and (3) other sales of fixed assets which
are  not  used or useable in the ordinary course of its business, so long as the
gross  sale  proceeds  from  all  such  asset  sales  by Borrower and all of its
Subsidiaries on a combined basis does not exceed $100,000.00 in the aggregate in
any  fiscal  year.


                                      -29-
<PAGE>
     (d)  Sale  and  Leaseback Transactions.  Borrower will not, and it will not
          ---------------------------------
cause  or  permit  any  Subsidiary  to,  enter into any arrangement, directly or
indirectly,  whereby  Borrower  or  such Subsidiary shall in one or more related
transactions  sell,  transfer  or  otherwise  dispose  of  any Property owned by
Borrower  or  such  Subsidiary  to any Person and then rent or lease, as lessee,
such Property or any part thereof for a period or periods which in the aggregate
would exceed twelve (12) months from the date of commencement of the lease term.

     (e)     Sale  or  Discount  of Accounts. Borrower will not, and it will not
             -------------------------------
cause  or  permit any Subsidiary to, sell or discount (other than prompt payment
discounts  granted  in  the  ordinary  course  of  business) any of its notes or
accounts  receivable  or  chattel  paper.

     (f)     Transactions  with  Affiliates.  Borrower will not, and it will not
             ------------------------------
cause  or  permit any Subsidiary to, enter into or be a party to any transaction
or  arrangement  with any Affiliate (including, without limitation, the purchase
from,  sale  to or exchange of Property with, or the rendering of any service by
or  for,  any Affiliate), except in the ordinary course of business and pursuant
to  the  reasonable requirements of Borrower's or such Subsidiary's business and
upon  fair and reasonable terms no less favorable to Borrower or such Subsidiary
than  would  be  obtained in a comparable arm's-length transaction with a Person
not  an  Affiliate.

     (g)     Changes  in Nature of Business.  Borrower will not, and it will not
             ------------------------------
cause  or  permit any Subsidiary to, engage in any business if, as a result, the
general  nature  of  the business which would then be engaged in by Borrower and
its Subsidiaries, considered as a whole, would be substantially changed from the
general nature of the business engaged in by Borrower and its Subsidiaries as of
the  date  of  this  Agreement,  which  is the business of emergency air medical
transportation  services.

     (h)     Fiscal  Year.  Borrower  will  not, and it will not cause or permit
             ------------
any  Subsidiary  to,  change  its  fiscal  year.

     (i)     Stock  Redemptions  and  Distributions.  Borrower  will not, and it
             --------------------------------------
will  not  cause  or permit any Subsidiary to, declare or incur any liability to
make any Distribution in respect of the capital stock of Borrower or the capital
stock  of such Subsidiary, as the case may be, except that (i) each wholly-owned
Subsidiary  shall  be  permitted  to  declare  and  pay  cash dividends on their
respective  capital  stock  and  (ii)  so long as no Default or Event of Default
under  this  Agreement  has occurred and is continuing or is created by or would
result  from  the  payment  of such dividends, during each fiscal year, Borrower
shall  be permitted to declare and pay cash dividends on its capital stock in an
aggregate  amount  not  to  exceed  Borrower's  after-tax  net  income  for  the
immediately  preceding  fiscal  year  of  Borrower.

     (j)     Pension  Plans.  Borrower will not, and it will not cause or permit
             --------------
any  Subsidiary  to,  (a)  permit  any condition to exist in connection with any
Pension  Plan  which  might  constitute  grounds  for  the  PBGC  to  institute
proceedings  to  have  such  Pension  Plan  terminated or a trustee appointed to
administer  such Pension Plan or (b) engage in, or permit to exist or occur, any
other  condition,  event  or  transaction with respect to any Pension Plan which
could  result  in  the  incurrence  by  Borrower,  any  Subsidiary  or any ERISA
Affiliate  of  any  material  liability,  fine  or  penalty.

     (k)     Subordinated  Indebtedness.  Borrower  will not make any payment of
             --------------------------
principal,  interest  or  other  amount  on  or  with  respect  to  any  of  its
Subordinated  Indebtedness  to  the  extent  prohibited  by  the  subordination
provisions  governing  the  same.

     (l)     Restricted  Investments;  Acquisitions.  Borrower  will not, and it
             --------------------------------------
will  not  cause  or  permit any Subsidiary to, directly or indirectly, make any
Restricted  Investments.  Borrower will not, and it will not cause or permit any
Subsidiary  to,  directly  or  indirectly,  make  any  Acquisitions.

     (m)     Subsidiaries.  Borrower  will  not, and it will not cause or permit
             ------------
any  Subsidiary  to, create, form or acquire any Subsidiary.  If Borrower or any
Subsidiary  creates,  forms  or  acquires any Subsidiary on or after the date of
this  Agreement,  Borrower  or  such  Subsidiary,  as  the  case  may  be, will,
contemporaneously  with  the  creation,  formation  or  acquisition  of  such
Subsidiary, (i) grant Lender a first priority perfected security interest in and
lien  on  all  of  the  issued  and  outstanding shares of capital stock of such
Subsidiary  and  (ii)  cause  such  Subsidiary  to  (A) guaranty the payment and
performance  of  all  of the Borrower's Obligations and (B) secure said guaranty
with  a  first  priority  perfected  security interest in and lien on all of the
accounts, inventory, documents, instruments, chattel paper, general intangibles,
goods,  machinery, equipment, investment property, other tangible and intangible
personal  property  and  books  and  records of such Subsidiary and the proceeds
thereof,  all  pursuant  to  documentation  (including,  without  limitation, an
amendment  to  this  Agreement  if  requested  by  Lender) in form and substance
reasonably  satisfactory  to  Lender.


                                      -30-
<PAGE>
     (n)     Limitations  on  Restrictive  Agreements. Borrower will not, and it
             ----------------------------------------
will  not cause or permit any Subsidiary to, enter into, or permit to exist, any
agreement  with  any Person which prohibits or limits the ability of Borrower or
such  Subsidiary,  as  the  case  may  be,  to  (i)  pay dividends or make other
distributions or prepay any Indebtedness owed to Borrower and/or any Subsidiary,
(ii)  make  loans  or advances to Borrower and/or any Subsidiary, (iii) transfer
any of its Properties to Borrower and/or any Subsidiary (other than with respect
to  Property  subject to Liens permitted by clauses (g) or (h) of the definition
of  Permitted  Liens)  or (iv) create, incur, assume or suffer to exist any Lien
upon  any  of  its Property or revenues, whether now owned or hereafter acquired
(other  than  with respect to Property subject to Liens permitted by clauses (g)
or  (h) of the definition of Permitted Liens); provided that the foregoing shall
not  apply  to restrictions in effect on the date of this Agreement contained in
agreements  governing  Debt outstanding on the date of this Agreement and listed
on  Schedule  5.02(q)  attached hereto and, if such Debt is renewed, extended or
    -----------------
refinanced,  restrictions  in  the agreements governing the renewed, extended or
refinanced  Debt  (and successive renewals, extensions and refinancings thereof)
if  such restrictions are no more restrictive in any material respect than those
contained  in  the  agreements  governing  the  Debt  being renewed, extended or
refinanced.

     5.03     Use  of  Proceeds.  Borrower  covenants  and  agrees  that (a) the
              -----------------
proceeds  of  the  Loans will be used solely for the working capital and general
corporate  purposes of Borrower, (b) no part of the proceeds of any Loan will be
used  in  violation of any applicable law, rule or regulation and (c) no part of
the  proceeds  of  any  Loan  will  be used, whether directly or indirectly, and
whether  immediately, incidentally or ultimately (i) to purchase or carry margin
stock  or  to  extend credit to others for the purpose of purchasing or carrying
margin  stock,  or  to refund or repay indebtedness originally incurred for such
purpose  or  (ii)  for  any  purpose  which  entails a violation of, or which is
inconsistent  with,  the  provisions  of  any of the Regulations of The Board of
Governors  of  the  Federal  Reserve  System,  including,  without  limitation,
Regulations  U,  T  or  X  thereof,  as  amended.

SECTION6.  EVENTS  OF  DEFAULT.
------------------------------

     If  any of the following (each of the following  herein sometimes called an
"Event  of  Default")  shall  occur  and  be  continuing:

     6.01     Borrower  shall  fail  to  pay  any  of the Borrower's Obligations
constituting  principal  as  and  when  the  same  shall become due and payable,
whether  by  reason  of  demand,  maturity,  acceleration  or  otherwise;

     6.02     Borrower  shall  fail  to  pay  any  of the Borrower's Obligations
constituting  interest, fees or other amounts (other than principal) within five
(5)  Business  Days  after the date the same shall first become due and payable,
whether  by  reason  of  demand,  maturity,  acceleration  or  otherwise;  or

     6.03     Any representation or warranty of Borrower made in this Agreement,
in  any  other  Transaction  Document  to  which  Borrower  is a party or in any
certificate,  agreement,  instrument or statement furnished or made or delivered
pursuant  hereto  or thereto or in connection herewith or therewith, shall prove
to  have been untrue or incorrect in any material respect when made or effected;

     6.04     Borrower  shall  fail  to perform or observe any term, covenant or
provision  contained  in  Section  2.01(d),  Section  5.01(c),  Section 5.01(f),
Section 5.01(k), Section 5.01(l), Section 5.01(m), Section 5.01(o), Section 5.02
or  Section  5.03;


                                      -31-
<PAGE>
     6.05     Borrower shall fail to perform or observe any other term, covenant
or provision contained in this Agreement (other than those specified in Sections
6.01,  6.02  or  6.03  above)  and  any such failure shall remain unremedied for
fifteen (15) days after the earlier of (a) written notice of default is given to
Borrower  by  Lender  or (b) any officer of Borrower obtaining knowledge of such
default;

     6.06     This  Agreement or any of the other Transaction Documents shall at
any  time  for  any reason (other than the termination of this Agreement or such
other  Transaction  Document,  as the case may be, in accordance with its terms)
cease to be in full force and effect or shall be declared to be null and void by
a  court of competent jurisdiction, or if the validity or enforceability thereof
shall  be  contested  or  denied by Borrower and/or any other Obligor, or if the
transactions  completed  hereunder  or thereunder shall be contested by Borrower
and/or any other Obligor or if Borrower and/or any other Obligor shall deny that
it  has  any  further  liability  or  obligation  hereunder  or  thereunder;

     6.07     Borrower,  any  other  Obligor  or  any  Subsidiary  shall  (a)
voluntarily  commence  any  proceeding or file any petition seeking relief under
Title  11  of  the  United  States  Code  or any other Federal, state or foreign
bankruptcy, insolvency, receivership, liquidation or similar law, (b) consent to
the  institution  of,  or fail to contravene in a timely and appropriate manner,
any such proceeding or the filing of any such petition, (c) apply for or consent
to  the  appointment  of a receiver, trustee, custodian, sequestrator or similar
official  of itself or of a substantial part of its Property or assets, (d) file
an  answer admitting the material allegations of a petition filed against itself
in  any  such  proceeding,  (e)  make  a  general  assignment for the benefit of
creditors,  (f)  become unable, admit in writing its inability or fail generally
to  pay  its  debts as they become due or (g) take any corporate or other action
for  the  purpose  of  effecting  any  of  the  foregoing;

     6.08     An  involuntary  proceeding  shall  be commenced or an involuntary
petition  shall be filed in a court of competent jurisdiction seeking (a) relief
in respect of Borrower, any other Obligor or any Subsidiary, or of a substantial
part of the Property or assets of Borrower, any other Obligor or any Subsidiary,
under  Title 11 of the United States Code or any other Federal, state or foreign
bankruptcy,  insolvency,  receivership,  liquidation  or  similar  law,  (b) the
appointment  of a receiver, trustee, custodian, sequestrator or similar official
of Borrower, any other Obligor or any Subsidiary or of a substantial part of the
Property  or  assets of Borrower, any other Obligor or any Subsidiary or (c) the
winding-up  or liquidation of Borrower, any other Obligor or any Subsidiary; and
such  proceeding  or  petition  shall  continue  undismissed  for  thirty  (30)
consecutive  days  or  an  order  or  decree  approving  or  ordering any of the
foregoing  shall  continue  unstayed  and  in effect for thirty (30) consecutive
days;

     6.09     Any  "Event  of Default" (as defined therein) shall occur under or
within  the  meaning  of  the  Security  Agreement;

     6.10     Any  "Event  of Default" (as defined therein) shall occur under or
within  the  meaning  of  the  Missouri  Deed  of  Trust;

     6.11     Any  "Event  of Default" (as defined therein) shall occur under or
within  the  meaning  of  the  Assignment  of  Leases  and  Rents;

     6.12     Any  "Event  of Default" (as defined therein) shall occur under or
within  the  meaning  of  the  Illinois  Mortgage;

     6.13     Any  default  or  event of default shall occur under or within the
meaning  of  the  Guaranty;

     6.14     The  Guaranty shall at any time for any reason cease to be in full
force  and  effect  or  shall  be  declared  to  be  null and void by a court of
competent  jurisdiction,  or  if the validity or enforceability thereof shall be
contested  or denied by any of the Guarantors, or if any of the Guarantors shall
deny that it, he or she has any further liability or obligation thereunder or if
any  of  the  Guarantors  shall fail to comply with or observe any of the terms,
provisions  or  conditions  contained  in  the  Guaranty;


                                      -32-
<PAGE>
     6.15     Borrower, any other Obligor or any Subsidiary shall be declared by
Lender  to  be in default on, or pursuant to the terms of, (a) any other present
or  future  obligation  to, or agreement with or in favor of, Lender, including,
without  limitation,  any other loan, line of credit, revolving credit, guaranty
or letter of credit reimbursement obligation, or (b) any other present or future
agreement  purporting  to convey to Lender a Lien upon any Property of Borrower,
such  other  Obligor  or  such  Subsidiary,  as  the  case  may  be;

     6.16     The  occurrence of any default or event of default under or within
the  meaning  of  any  agreement,  document  or instrument evidencing, securing,
guaranteeing  the  payment of or otherwise relating to any Debt of Borrower, any
other  Obligor  or any Subsidiary (other than the Borrower's Obligations) having
an  aggregate outstanding principal balance in excess of $25,000.00 which is not
cured  or waived in writing within any applicable cure or grace period (if any);

     6.17     Borrower,  any  other  Obligor  or  any  Subsidiary  shall  have a
judgment  entered  against it by a court having jurisdiction in the premises and
such  judgment  shall  not  be  appealed  in  good  faith (and execution of such
judgment stayed during such appeal) or satisfied by Borrower, such other Obligor
or  such Subsidiary, as the case may be, within thirty (30) days after the entry
of  such  judgment;

     6.18     The  occurrence  of a Reportable Event with respect to any Pension
Plan;  the filing of a notice of intent to terminate a Pension Plan by Borrower,
any  ERISA  Affiliate  or  any  Subsidiary;  the  institution  of proceedings to
terminate  a  Pension  Plan by the PBGC or any other Person; the withdrawal in a
"complete  withdrawal" or a "partial withdrawal" as defined in Sections 4203 and
4205,  respectively, of ERISA by Borrower, any ERISA Affiliate or any Subsidiary
from  any Multi-Employer Plan; or the incurrence of any material increase in the
contingent liability of Borrower or any Subsidiary with respect to any "employee
welfare  benefit  plan" as defined in Section 3(1) of ERISA which covers retired
employees  and  their  beneficiaries;

     6.19     The institution by Borrower, any ERISA Affiliate or any Subsidiary
of  steps  to  terminate  any  Pension  Plan  if,  in  order  to effectuate such
termination,  Borrower, such ERISA Affiliate or such Subsidiary, as the case may
be,  would  be  required  to  make a contribution to such Pension Plan, or would
incur  a  liability or obligation to such Pension Plan, in excess of $25,000.00;
or  the  institution  by  the  PBGC  of  steps to terminate any Pension Plan; or

     6.20     The  occurrence  of  any  Change  of  Control  Event;

     THEN,  and  in  each  such event (other than an event described in Sections
6.07  or  6.08), Lender may declare that its obligation to make Loans under this
Agreement  has  terminated,  whereupon  such  obligation  of  Lender  shall  be
immediately  and forthwith terminated, and Lender may further declare the entire
outstanding  principal  balance  of  and  all accrued and unpaid interest on the
Notes  and  all  of  the  other  Borrower's  Obligations to be forthwith due and
payable,  whereupon  all  of the unpaid principal balance of and all accrued and
unpaid  interest on the Notes and all of such other Borrower's Obligations shall
become  and be immediately due and payable, without presentment, demand, protest
or  further  notice  of  any  kind,  all of which are hereby expressly waived by
Borrower, and Lender may exercise any and all other rights and remedies which it
may  have  under any of the other Transaction Documents or under applicable law;
provided,  however,  that upon the occurrence of any event described in Sections
6.07  or  6.08,  Lender's  obligation  to  make Loans under this Agreement shall
automatically  terminate and the entire outstanding principal balance of and all
accrued  and  unpaid  interest  on  the  Notes  and  all of the other Borrower's
Obligations  shall  automatically  become  immediately  due and payable, without
presentment,  demand,  protest  or  further notice of any kind, all of which are
hereby  expressly  waived by Borrower, and Lender may exercise any and all other
rights  and  remedies  which  it  may  have  under  any of the other Transaction
Documents  or  under  applicable  law.  If any Default or Event of Default under
this  Agreement  has  occurred and is continuing, in addition to all of Lender's
other  rights  and  remedies  under  this  Agreement  and  the other Transaction
Documents  and at law or in equity, Lender shall have the right, in its sole and
absolute  discretion,  to (a) reduce the amount of the Lender's Revolving Credit
Commitment,  (b)  create  reserves and/or allowances against Unused Availability
and/or  Eligible  Accounts  and/or (c) reduce the advance rates against Eligible
Accounts  set  forth  in  the  definition  of  the  Borrowing  Base.


                                      -33-
<PAGE>
SECTION7.  GENERAL.
------------------

     7.01     No Waiver.  No failure or delay by Lender in exercising any right,
              ---------
remedy,  power  or privilege under this Agreement or under any other Transaction
Document  shall  operate  as  a  waiver thereof; nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of  any  other  right,  remedy,  power  or  privilege.  The  rights and remedies
provided in this Agreement and in the other Transaction Documents are cumulative
and  not exclusive of any rights or remedies provided by law.  Nothing contained
in  this  Agreement  shall in any way affect the right of Lender to exercise any
statutory  or  common  law  right  of  banker's  lien  or  set-off.

     7.02     Right  of Set-Off.  Upon the occurrence and during the continuance
              -----------------
of  any  Event of Default, Lender is hereby authorized at any time and from time
to  time,  without notice to Borrower (any such notice being expressly waived by
Borrower)  and  to the fullest extent permitted by law, to set-off and apply any
and  all  deposits (general or special, time or demand, provisional or final) at
any  time held by Lender and any and all other indebtedness at any time owing by
Lender  to  or  for the credit or account of Borrower against any and all of the
Borrower's Obligations irrespective of whether or not Lender shall have made any
demand  hereunder  or  under any of the other Transaction Documents and although
such  obligations  may  be  contingent  or unmatured.  Lender agrees to promptly
notify Borrower after any such set-off and application made by Lender, provided,
however,  that  the failure to give such notice shall not affect the validity of
such  set-off and application.  The rights of Lender under this Section 7.02 are
in  addition  to  any  other rights and remedies (including, without limitation,
other  rights  of  set-off)  which  Lender  may have.  Nothing contained in this
Agreement  or any other Transaction Document shall impair the right of Lender to
exercise  any  right of set-off or counterclaim it may have against Borrower and
to  apply  the amount subject to such exercise to the payment of indebtedness of
Borrower  unrelated  to  this  Agreement  or  the  other  Transaction Documents.

     7.03     Cost  and  Expenses.  Borrower  agrees, whether or not any Loan is
              -------------------
made  under  this Agreement, to pay Lender upon demand for (a) all out-of-pocket
costs and expenses and all Attorneys' Fees incurred by Lender in connection with
the  preparation, documentation, negotiation, execution and/or administration of
this Agreement, the Notes and/or any of the other Transaction Documents, (b) all
recording,  filing and search fees and expenses incurred by Lender in connection
with  this  Agreement and the other Transaction Documents, (c) all out-of-pocket
costs and expenses and all Attorneys' Fees incurred by Lender in connection with
the  (i)  the  preparation,  documentation,  negotiation  and  execution  of any
amendment,  modification,  extension,  renewal or restatement of this Agreement,
the Notes and/or any of the other Transaction Documents, (ii) the preparation of
any  waiver  or  consent under this Agreement and/or under any other Transaction
Document or (iii) any Default or Event of Default or alleged Default or Event of
Default  hereunder,  (d)  if an Event of Default occurs, all out-of-pocket costs
and  expenses and all Attorneys' Fees incurred by Lender in connection with such
Event  of  Default  and  collection  and other enforcement proceedings resulting
therefrom  and  (e)  all other Attorneys' Fees incurred by Lender relating to or
arising out of or in connection with this Agreement and/or any other Transaction
Document.  Borrower  further  agrees to pay or reimburse Lender for any stamp or
other  taxes  which  may  be  payable  with  respect to the execution, delivery,
recording  and/or  filing  of  this  Agreement,  the  Notes  or any of the other
Transaction  Documents.  All  of  the obligations of Borrower under this Section
7.03  shall  survive  the satisfaction and payment of the Borrower's Obligations
and  the  termination  of  this  Agreement.

     7.04     Environmental  Indemnity.  Borrower  hereby  agrees  to defend and
              ------------------------
indemnify  Lender  and hold Lender harmless from and against any and all losses,
liabilities, damages, injuries, claims, costs and expenses of any and every kind
whatsoever (including, without limitation, court costs and reasonable attorneys'
fees  and expenses) which at any time or from time to time may be paid, incurred
or  suffered by, or asserted against, Lender for, with respect to or as a direct
or  indirect  result  of  the  violation  by  Borrower  or any Subsidiary of any
Environmental Laws; or with respect to, or as a direct or indirect result of the
presence  on or under, or the Release from, properties owned, leased or operated
by  Borrower and/or any Subsidiary in the conduct of their respective businesses
into  or  upon  any  land,  the  atmosphere or any watercourse, body of water or
wetland,  of  any  Hazardous  Substances  or any other hazardous or toxic waste,
substance  or constituent or other substance (including, without limitation, any
losses,  liabilities,  damages,  injuries, costs, expenses or claims asserted or
arising  under  the  Environmental Laws); and the provisions of and undertakings
and  indemnification set out in this Section 7.04 shall survive the satisfaction
and payment of the Borrower's Obligations and the termination of this Agreement.


                                      -34-
<PAGE>
     7.05     General  Indemnity.  In  addition  to  the  payment  of  expenses
              ------------------
pursuant  to  Section  7.03, whether or not the transactions contemplated hereby
shall  be consummated, Borrower hereby agrees to defend, indemnify, pay and hold
Lender  and  any holder(s) of the Notes, and the officers, directors, employees,
agents  and  affiliates  of  Lender  and  such  holder(s)  (collectively,  the
"Indemnitees")  harmless  from  and  against  any  and  all  other  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments, suits, claims,
costs,  expenses  and disbursements of any kind or nature whatsoever (including,
without  limitation,  the  reasonable fees and disbursements of counsel for such
Indemnitees  in  connection  with  any investigative, administrative or judicial
proceeding  commenced  or  threatened,  whether or not such Indemnitees shall be
designated  a  party  thereto),  that may be imposed on, incurred by or asserted
against  the  Indemnitees,  in  any  manner  relating  to or arising out of this
Agreement,  any  of  the  other  Transaction  Documents  or any other agreement,
document  or  instrument executed and delivered by Borrower or any other Obligor
in  connection herewith or therewith, the statements contained in any commitment
letters  delivered  by  Lender,  Lender's agreement to make the Loans under this
Agreement  or  the  use  or  intended use of the proceeds of any Loan under this
Agreement  (collectively, the "indemnified liabilities"); provided that Borrower
                                                          --------
shall  have no obligation to an Indemnitee hereunder with respect to indemnified
liabilities  arising  from  the  gross  negligence or willful misconduct of that
Indemnitee  as  determined  by  a  court  of  competent  jurisdiction in a final
nonappealable  order.  To  the extent that the undertaking to indemnify, pay and
hold  harmless  set forth in the preceding sentence may be unenforceable because
it  is  violative  of  any  law  or public policy, Borrower shall contribute the
maximum  portion that it is permitted to pay and satisfy under applicable law to
the  payment  and  satisfaction  of  all indemnified liabilities incurred by the
Indemnitees  or  any  of  them.  The  provisions  of  the  undertakings  and
indemnification  set  out  in  this  Section 7.05 shall survive satisfaction and
payment  of  the  Borrower's  Obligations and the termination of this Agreement.

     7.06     Authority  to Act.  Lender shall be entitled to act on any notices
              -----------------
and  instructions  (telephonic  or  written) believed by Lender in good faith to
have  been  sent  or  delivered  by  any  person  authorized to act on behalf of
Borrower  pursuant  hereto, regardless of whether such notice or instruction was
in  fact  delivered  by  a  person  authorized to act on behalf of Borrower, and
Borrower  hereby  agrees to defend and indemnify Lender and hold Lender harmless
from  and against any and all losses and expenses, if any, ensuing from any such
action.

     7.07     Notices.  Any  notice,  request,  demand, consent, confirmation or
              -------
other  communication  under  this Agreement shall be in writing and delivered in
person  or  sent  by  telecopy  or  registered or certified mail, return receipt
requested  and  postage  prepaid,  to  the  applicable  party  at its address or
telecopy number set forth on the signature page(s) of this Agreement, or at such
other  address  or  telecopy  number  as  any  party hereto may designate as its
address  for  communications  under  this  Agreement  by  notice so given.  Such
notices  shall  be  deemed  effective  on  the day on which delivered or sent if
delivered  in  person  or  sent  by telecopy, or on the third (3rd) Business Day
after  the  day  on  which  mailed,  if  sent  by  registered or certified mail.

     7.08     Consent  to  Jurisdiction;  Waiver of Jury Trial.  BORROWER HEREBY
              ------------------------------------------------
IRREVOCABLY  (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY MISSOURI STATE
COURT  SITTING IN THE CITY OR COUNTY OF ST. LOUIS, MISSOURI OR ANY UNITED STATES
OF  AMERICA  COURT  SITTING  IN  THE EASTERN DISTRICT OF MISSOURI, AS LENDER MAY
ELECT,  IN  ANY  SUIT,  ACTION  OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT  OR  ANY  OTHER  TRANSACTION  DOCUMENT,  (B) AGREES THAT ALL CLAIMS IN
RESPECT  TO SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF
SUCH  COURTS,  (C) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH  BORROWER  MAY  NOW  OR  HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
SUIT,  ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, (D) WAIVES ANY CLAIM THAT
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT  FORUM  AND  (E)  WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH
BORROWER  MAY  NOW  OR  HEREAFTER  HAVE  BY  REASON OF ITS PRESENT OR SUBSEQUENT
DOMICILES.  BORROWER  AUTHORIZES  THE  SERVICE  OF  PROCESS  UPON  BORROWER  BY
REGISTERED  MAIL  SENT  TO  BORROWER  AT ITS ADDRESS REFERENCED IN SECTION 7.07.
BORROWER  AND  LENDER  HEREBY  IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH
RESPECT  TO  ANY  ACTION IN WHICH BORROWER AND LENDER ARE PARTIES RELATING TO OR
ARISING  OUT  OF  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY OF THE OTHER
TRANSACTION  DOCUMENTS.


                                      -35-
<PAGE>
     7.09     Governing  Law.  This Agreement shall be governed by and construed
              --------------
in  accordance  with  the  substantive  laws  of  the State of Missouri (without
reference  to  conflict  of  law  principles).

     7.10     Amendments  and  Waivers.  Any  provision of this Agreement may be
              ------------------------
amended or waived if, but only if, such amendment or waiver is in writing and is
signed  by  Borrower  and  Lender.

     7.11     References;  Headings for Convenience.  Unless otherwise specified
              -------------------------------------
herein,  all  references  herein  to Section numbers refer to Section numbers of
this Agreement, all references herein to Exhibits "A", "B", "C" and "D" refer to
                                         --------
annexed  Exhibits  "A", "B", "C" and "D" which are hereby incorporated herein by
         --------
reference  and  all references herein to Schedules 2.02, 4.05, 4.08, 4.10, 4.12,
                                         ---------
4.16,  4.17  and  4.18  refer to annexed Schedules 2.02, 4.05, 4.08, 4.10, 4.12,
                                         ---------
4.16,  4.17  and  4.18  which  are hereby incorporated herein by reference.  The
Section headings are furnished for the convenience of the parties and are not to
be  considered  in  the  construction  or  interpretation  of  this  Agreement.

     7.12     Successors and Assigns.  The provisions of this Agreement shall be
              ----------------------
binding  upon  and  inure  to  the  benefit  of  Borrower  and  Lender and their
respective  successors  and  assigns,  except  that  Borrower  may not assign or
otherwise  transfer  any  of its rights or delegate any of its obligations under
this  Agreement.

     7.13     NO  ORAL  AGREEMENTS;  ENTIRE  AGREEMENT.  ORAL  AGREEMENTS  OR
              ----------------------------------------
COMMITMENTS  TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE.
TO  PROTECT  BORROWER  AND  LENDER  FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS REACHED BY BORROWER AND LENDER COVERING SUCH MATTERS ARE CONTAINED IN
THIS  AGREEMENT  AND  THE OTHER TRANSACTION DOCUMENTS, WHICH AGREEMENT AND OTHER
TRANSACTION  DOCUMENTS  ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS
BETWEEN  BORROWER  AND  LENDER, EXCEPT AS BORROWER AND LENDER MAY LATER AGREE IN
WRITING  TO  MODIFY  THEM.  This  Agreement  embodies  the  entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings  (oral  or  written)  relating  to  the  subject  matter  hereof.

     7.14     Severability.  In  the  event  any  one  or more of the provisions
              ------------
contained  in  this Agreement should be invalid, illegal or unenforceable in any
respect,  the  validity, legality and enforceability of the remaining provisions
contained  herein  shall  not  in  any  way  be  affected  or  impaired thereby.

     7.15     Counterparts.  This  Agreement  may  be  executed in any number of
              ------------
counterparts (including telecopy counterparts), each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

     7.16     Resurrection  of  the  Borrower's Obligations.  To the extent that
              ---------------------------------------------
Lender receives any payment on account of any of the Borrower's Obligations, and
any  such  payment(s) or any part thereof are subsequently invalidated, declared
to  be fraudulent or preferential, set aside, subordinated and/or required to be
repaid  to  a  trustee,  receiver  or any other Person under any bankruptcy act,
state or Federal law, common law or equitable cause, then, to the extent of such
payment(s)  received,  the Borrower's Obligations or part thereof intended to be
satisfied  and any and all Liens upon or pertaining to any Property or assets of
Borrower  and theretofore created and/or existing in favor of Lender as security
for  the payment of such Borrower's Obligations shall be revived and continue in
full force and effect, as if such payment(s) had not been received by Lender and
applied  on  account  of  the  Borrower's  Obligations.


                                      -36-
<PAGE>
     7.17     Independence of Covenants.  All of the covenants contained in this
              -------------------------
Agreement  and the other Transaction Documents shall be given independent effect
so  that  if a particular action, event or condition is prohibited by any one of
such  covenants,  the  fact  that  it  would be permitted by an exception to, or
otherwise  be in compliance within the provisions of, another covenant shall not
avoid  the  occurrence of a Default or Event of Default if such action is taken,
such  event  occurs  or  such  condition  exists.

     7.18     Subsidiary  Reference.  Any  reference  in  this  Agreement  to  a
              ---------------------
Subsidiary  of  Borrower,  and  any  financial definition, ratio, restriction or
other  provision  of this Agreement which is stated to be applicable to Borrower
and  its  Subsidiaries  or  which  is  to  be  determined on a "consolidated" or
"consolidating"  basis,  shall  apply  only  to  the  extent  Borrower  has  any
Subsidiaries  and,  where  applicable,  to  the extent any such Subsidiaries are
consolidated  with  Borrower for financial reporting purposes in accordance with
GAAP.

     7.19     Compliance  with  Usury  Laws.  It  is  the intent of Borrower and
              -----------------------------
Lender  in  the  execution  and performance of this Agreement, the Notes and the
other  Transaction  Documents  to contract in strict compliance with any and all
applicable usury laws, including conflicts of law concepts, governing the Loans.
In furtherance thereof, Lender and Borrower stipulate and agree that none of the
terms  and provisions contained in this Agreement, the Notes or any of the other
Transaction  Documents  shall  ever be construed to create a contract to pay, as
consideration for the use, forbearance or detention of money, interest at a rate
in  excess  of the highest rate permitted by applicable law (the "Highest Lawful
Rate")  and  that  for purposes hereof "interest" shall include the aggregate of
all  charges  which constitute interest under such laws that are contracted for,
charged  or  received  under  this  Agreement,  the  Notes  or  any of the other
Transaction  Documents;  and  in  the event that, notwithstanding the foregoing,
under any circumstances the aggregate amounts taken, reserved, charged, received
or paid on the Loans include amounts which by applicable law are deemed interest
which  would exceed the Highest Lawful Rate, then such excess shall be deemed to
be  a  mistake  and Lender shall credit the same on the principal balance of the
Loans hereunder (or if all of the Borrower's Obligations shall have been paid in
full,  refund  said  excess to Borrower).  In the event of demand for payment of
the  Notes  and/or  any of the other Borrower's Obligations by Lender, or in the
event  of  any  required  or  permitted prepayment, then such consideration that
constitutes interest may never include more than the Highest Lawful Rate and any
excess  interest, if any, provided for in this Agreement, the Notes or otherwise
shall  be  canceled  automatically  as  of  the  date  of  such  acceleration or
prepayment  and,  if  theretofore  paid, shall be credited against the principal
balance  of  the Loans hereunder (or, if all of the Borrower's Obligations shall
have  been repaid in full, refunded to Borrower).  The provisions of the section
shall  control over all other provisions of this Agreement, the Notes and/or the
other  Transaction  Documents  which  may  be  in  apparent  conflict  herewith.





                         [Signatures appear on page 40]



                                      -37-
<PAGE>



                    [Signatures appear on the following page]




                                      -38-
<PAGE>
     IN  WITNESS  WHEREOF, Borrower and Lender have executed this Loan Agreement
as  of  the  date  first  set  forth  above.


                                        ARCH  AIR  MEDICAL  SERVICE,  INC.


                                        By  /s/  Aaron  D.  Todd
                                        ----------------------------------
                                        Title:  CFO
                                                --------------------------

                                        Address:

                                        2207  Scott  Avenue
                                        St.  Louis,  Missouri  63103

                                        Telecopy  number:  (303)  790-4780
                                                           ---------------


                                        FIRSTAR  BANK,  N.A.


                                        By  /s/  L.  Alec  Blanc  III
                                        -------------------------
                                        Title:  Vice  President
                                        ---------------

                                        Address:

                                        One  Firstar  Plaza
                                        St.  Louis,  Missouri  63101
                                        Attention:  Service  Industries  Group

                                        Telecopy  number:  (314)  418-8394



                                      -39-
<PAGE>
                                  SCHEDULE 2.02
                                  -------------

                             Authorized Individuals
                             ----------------------


                                  George Belsey
                                 David Dolstein
                                   Aaron Todd


                                      -40-
<PAGE>
                                  SCHEDULE 4.05
                                  -------------

                                   Litigation
                                   ----------


                                      NONE.


                                      -41-
<PAGE>
                                  SCHEDULE 4.08
                                  -------------

                                  Subsidiaries
                                  ------------


                                      NONE.


                                      -42-
<PAGE>
                                  SCHEDULE 4.10
                                  -------------

                  Other Debt, Guarantees and Capitalized Leases
                  ---------------------------------------------


                                      NONE.


                                      -43-
<PAGE>
                                  SCHEDULE 4.12
                                  -------------

                                 Existing Liens
                                 --------------

Those  certain  liens  being  granted  on or about the date of this Agreement to
C.I.T.  Leasing  Corporation  on seven aircraft being purchased by Borrower from
Area  Rescue  Consortium  of  Hospitals.


                                      -44-
<PAGE>
                                  SCHEDULE 4.16
                                  -------------

                  Patents, Trademarks, Copyrights and Licenses
                  --------------------------------------------


                                      NONE.


                                      -45-
<PAGE>
                                  SCHEDULE 4.17
                                  -------------

                   Environmental and Health and Safety Matters
                   -------------------------------------------


                                      NONE.



                                      -46-
<PAGE>
                                  SCHEDULE 4.18
                                  -------------

                              Existing Investments
                              --------------------


                                      NONE.



                                      -47-
<PAGE>
                                    EXHIBIT A
                                    ---------

                       Form of Borrowing Base Certificate
                       ----------------------------------

     This Borrowing Base Certificate is delivered pursuant to Section 2.01(c) of
that  certain Loan Agreement dated as of April 25, 2000, by and between ARCH Air
Medical  Service,  Inc.,  a  Missouri  corporation,  and  Firstar  Bank, N.A., a
national  banking  association  ("Lender"), as the same may from time to time be
amended,  modified,  extended,  renewed or restated (the "Loan Agreement").  All
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective  meanings  ascribed  to  them  in  the  Loan  Agreement.

     Borrower  hereby  represents  and warrants to the Lender that the following
information  is  true,  correct  and  complete  in all material respects as of,:

1.     Total  Accounts  of  the  Borrower                          $
                                                                  --------------
2.     Ineligible  Accounts  of  the  Borrower:

     (a)     Accounts  which  remain  unpaid  for  more  than
             120  days  after  their  original  invoice  dates  and
             Accounts  which  are  not  due  and  payable  within
             120  days  after  their  invoice  dates               $
                                                                  --------------
     (b)     10%  Cross-Aging                                      $
                                                                  --------------
     (c)     Affiliate  Accounts                                   $
                                                                  --------------
     (d)     Contra  Accounts                                      $
                                                                  --------------
     (e)     Government  Accounts                                  $
                                                                  --------------
     (f)     Other                                                 $
                                                                  --------------
     (g)     Total  Ineligible  Accounts  [Sum  of  Items  2(a),  2(b)
          2(c),  2(d),  2(e)  and  2(f)]                           $
                                                                  --------------

3.     Eligible  Accounts  of  the  Subsidiaries  of  Borrower
     [Sum  of  Item  1  minus  Item  2(g)]                         $
                                                                  --------------

4.     Borrowing  Base  [80%  of  Item  3]                         $
                                                                  --------------
5.     Revolving  Credit  Commitment  of  Lender
                                                                   $1,500,000.00
                                                                  --------------
6.     Borrower's  Maximum  Revolving  Credit  Availability
       (Lesser  of  Item  4  or  Item  5)                          $
                                                                  --------------

7.     Total  Revolving  Credit  Outstandings                      $
                                                                  --------------

8.     Unused  Revolving  Credit  Availability  [Item  6  minus  Item  7]
                                                                   $
                                                                  --------------
     [Negative  amount  requires  mandatory  repayment]            $
                                                                  --------------

     If  Item  8  above  is  negative,  this  Certificate  is accompanied by the
mandatory  repayment  required  by  Section  2.01(d)  of  the  Loan  Agreement.


                                      -48-
<PAGE>
     This Borrowing Base Certificate is dated       the day of          ,     .
                                             -------          ---------- -----

                                              ARCH  AIR  MEDICAL  SERVICE,  INC.


                                              By
                                                 -------------------------------
                                              Title:
                                                 -------------------------------


                                      -49-
<PAGE>
                                    ---------
                                    EXHIBIT B
                                    ---------

                          Form of Revolving Credit Note
                          -----------------------------


                                      -50-
<PAGE>
                                    EXHIBIT C
                                    ---------

                             Form of Term Loan Note
                             ----------------------


                                      -51-
<PAGE>
                                    EXHIBIT D
                                    ---------


                            _________________, 20___


Firstar  Bank,  N.A.
One  Firstar  Plaza
St.  Louis,  Missouri  63101
Attn.:  Service  Industries  Group


Ladies  and  Gentlemen:


     Reference  is hereby made to that certain Loan Agreement dated ___________,
2000,  by and between you and the undersigned, as the same may from time to time
amended,  modified,  extended,  renewed or restated (the "Loan Agreement").  All
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective  meanings  ascribed  to  them  in  the  Loan  Agreement.

     Parent  and Borrower hereby certifies to Lender that as of the date hereof:

     (a)     except  as  set  forth  below,  all  of  the  representations  and
warranties  made  by  Parent,  Borrower  and/or  any  other  Obligor in the Loan
Agreement  and/or  in any other Transaction Document are true and correct in all
material  respects on and as of the date hereof as if made on and as of the date
hereof:

Exceptions:  ___________________________________________________________________
________________________________________________________________________________
___________________________________________________________;

     (b)     except  as set forth below, no Default or Event of Default under or
within  the  meaning  of  the  Loan  Agreement  has  occurred and is continuing:

Exceptions:  ___________________________________________________________________
________________________________________________________________________________
___________________________________________________________;

     (c)     the  financial  statements  of  Parent,  Borrower  and  respective
Subsidiaries  delivered  to  you with this letter are true, correct and complete
and have been prepared in accordance with GAAP consistently applied (subject, in
the case of any interim financial statements, to normal year-end adjustments and
absence  of  footnote  disclosures);  and

     (d)     Schedule  1  to  this  letter  is  a  determination  of  Borrower's
compliance with the financial covenants set forth in Section 5.01(o) of the Loan
Agreement as of _________, ____, in each case calculated in accordance with the
Loan  Agreement.


                                      -52-
<PAGE>
     (e)     Schedule 2 to this letter is a determination of Parent's compliance
with  the  financial covenants set forth in the Guaranty as of ________________,
__________,  in  each  case  calculated  in  accordance  with  the  Guaranty.

                                              Very  truly  yours,

                                              ARCH  AIR  MEDICAL  SERVICE,  INC.

                                              By
                                                --------------------------------
                                              Title:
                                                --------------------------------

                                              AIR  METHODS  CORPORATION

                                              By
                                                --------------------------------
                                              Title:
                                                --------------------------------



                                      -53-
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                    Borrower
                         Financial Covenant Information
                               as of           , 2000
                           --------------------------


Financial  Covenant                  Actual                  Required
-------------------                  ------                  --------


                                      -54-
<PAGE>
                                   SCHEDULE 2
                                   ----------
                                     Parent
                         Financial Covenant Information
                               as of           , 2000
                           --------------------------


Financial  Covenant                  Actual                  Required
-------------------                  ------                  --------


                                      -55-
<PAGE>