AIRCRAFT LEASE AGREEMENT


                           Dated as of April 25, 2000


                                     between


                           C.I.T. LEASING CORPORATION
                                    as Lessor


                                       and


                         ARCH AIR MEDICAL SERVICE, INC.,
                                    as Lessee








                                       Air Methods 2000 Aircraft Lease Agreement


<PAGE>
                            AIRCRAFT LEASE AGREEMENT
                            ------------------------


     THIS  AIRCRAFT  LEASE  AGREEMENT dated as of April 25, 2000 (this "Lease"),
                                                                        -----
between  C.I.T.  LEASING  CORPORATION, a Delaware corporation, together with its
successors and permitted assigns ("Lessor"), and ARCH AIR MEDICAL SERVICE, INC.,
                                   ------
a  Missouri  corporation,  together  with  its  successors and permitted assigns
("Lessee"),  having its principal place of business at 7301 South Peoria Street,
  ------
Englewood,  Colorado  80112.

          WHEREAS,  Lessor  desires  to  purchase from Area Rescue Consortium of
Hospitals,  a  Missouri  corporation, five (5) helicopters described as follows:
one Messerschmitt model BK 117 B-1 aircraft bearing manufacturer's serial number
7201  and  United States Registration No. N211SL, one Messerschmitt model BK 117
B-1  aircraft  bearing  manufacturer's  serial  number  7207  and  United States
Registration  No.  N122SL,  one  Eurocopter Deutschland GMBH model MBB-BK 117-B2
aircraft  bearing  manufacturer's  serial  number  7139  and  United  States
Registration  No.  N550SL,  one  Messerschmitt model BK 117 B-1 aircraft bearing
manufacturer's serial number 7158 and United States Registration No. N440SL, and
one Messerschmitt model BK 117 B-1 aircraft bearing manufacturer's serial number
7216  and  United  States  Registration  No.  N330SL;  and

          WHEREAS, Lessor also desires to purchase from SkyLife Aviation, L.L.C.
(Area  Rescue  Consortium of Hospitals and SkyLife Aviation, L.L.C. are referred
to  herein collectively as "Seller"), two (2) aircraft described as follows: one
                            ------
Beech  model B100 aircraft bearing manufacturer's serial number BE-27 and United
States  Registration  No.  N87JE  and  one  Beech  model  B100  aircraft bearing
manufacturer's  serial  number  BE-64  and United States Registration No. N4490M
(collectively,  together with the aircraft described in the preceding paragraph,
and  as  further  defined  below,  the  "Aircraft") and simultaneously with such
                                         --------
purchase,  Lessee desires to lease from Lessor and Lessor is willing to lease to
Lessee  such  Aircraft  on  the  terms  and  conditions set forth in this Lease;

     NOW,  THEREFORE, in consideration of the mutual covenants herein contained,
Lessor  and  Lessee  hereby  agree  as  follows:

     1.     DEFINITIONS.  Unless  the  context otherwise requires, the following
            -----------
terms shall have the following meanings for all purposes of this Lease and shall
be  equally  applicable  to  both the singular and the plural forms of the terms
herein  defined:

          "Acceptance  Date"  shall mean any or all, as the context requires, of
           ----------------
the  Delivery  Date  or Delivery Dates on which all of the applicable conditions
precedent  set  forth  in  Section  21  hereof have been satisfied, or waived in
                           -----------
writing  by  Lessor.

          "Aeronautical  Bill  of  Sale"  shall  mean  the  bill of sale for the
           ----------------------------
Aircraft  on  AC  Form  8050-2 (for Aircraft registered in the United States) or
such  other  form  as  may  be acceptable to the FAA for recordation of Lessor's
ownership  interest  in  the  Aircraft executed by Lessee in favor of Lessor and
dated  the  Delivery  Date.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
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<PAGE>
          "Aeronautics  Authority"  shall  mean,  as  the  context requires, the
           ----------------------
United  States Department of Transportation, the FAA and/or the Administrator of
the  FAA,  or  any person, governmental department, bureau, commission or agency
succeeding  to  the  functions  of  any  of  the  foregoing.

          "Affiliate"  with  respect  to a specified Person shall mean any other
           ---------
Person  directly  or  indirectly controlling or controlled by or under direct or
indirect  common control with such Person.  For the purposes of this definition,
"control"  when  used  with  respect to any specified Person, means the power to
direct  the  management  and  policies  of  such Person, directly or indirectly,
whether  through  the  ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled by" have meanings correlative to the
foregoing.

          "Aircraft"  shall  mean  each  and  every  Airframe and the "Aircraft"
           --------
described in the recitals above together with (a) the Engine or Engines, whether
or  not  installed  on  such Aircraft, (b) all Parts thereof, (c) spare parts or
ancillary  equipment  or devices acquired pursuant to the Purchase Agreement and
furnished  with  the  Aircraft  under  this  Lease or otherwise not constituting
Parts,  (d)  all  Aircraft  Documents,  (e)  all substitutions, replacements and
renewals  of any and all thereof, (f) all capital improvements which may be made
to, installed on or incorporated into the Aircraft, including but not limited to
those  improvements  required  pursuant  to  any  Airworthiness  Directive.

          "Aircraft  Cost"  shall mean the aggregate cost of the Aircraft not to
           --------------
exceed  the  amount  set  forth  in the Lease Supplements executed and delivered
pursuant to this Lease and described therein as Aircraft Cost (not to exceed the
Maximum  Aircraft  Cost  Amount).

          "Aircraft  Documents"  shall  mean  the  records  and  documentation
           -------------------
pertaining  to the Aircraft in Lessee's possession on each Delivery Date and all
other  records and documentation pertaining to any Airframe, any Engines and any
Parts  delivered  with  the Aircraft or created during the Lease Term in respect
thereof,  all  of  which shall be maintained in the English language, including,
without limitation, all logs, manuals and data, and all inspection, modification
and  overhaul records, and such other items which may be acquired or prepared by
Lessee relating to its use, operation and maintenance of the Aircraft during the
term  of  this  Lease.

          "Airframe" shall mean for each Aircraft, (a) the airframe described in
           --------
Schedule  A  attached  hereto  and made a part hereof and any airframe which may
-----------
from  time  to time be substituted or be a replacement for the airframe, and (b)
any and all Parts of whatever nature (except the Engines, propellers, rotors and
rotor hubs, as applicable) attached to or installed on such airframe for so long
as  title  thereto  shall  be  vested  in  Lessor in accordance with this Lease.

          "Airworthiness  Directive"  shall  mean  any  Airworthiness  Directive
           ------------------------
issued  by  the FAA and applicable to aircraft, engines and appliances and Parts
of  the  same  type  as  the  Aircraft,  the  Engines  and  the  Parts.

          "Basic Rent" shall have the meaning given to such term in Section 5(a)
           ----------                                               ------------
hereof  and  in  the  Lease  Supplements executed and delivered pursuant to this
Lease.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 2
<PAGE>
          "Basic  Rent  Factor"  shall  be  the  percentage  (derived  from  the
           -------------------
Reference  Rate)  set  forth  in  the  Lease  Supplements executed and delivered
pursuant  to  this  Lease which, when multiplied by the Aircraft Cost, result in
the  Basic  Rent.

          "Basic  Term"  shall mean the  number  of  monthly  periods  from  and
           -----------
including  the  Delivery  Date  of  each  Aircraft  to  and  including  the  day
immediately  preceding  the tenth anniversary date of the first Delivery Date as
set  forth  in  the  first  Lease  Supplement.

          "Business  Day"  shall mean any day other than a Saturday, Sunday or a
           -------------
day on which banking institutions in New York, New York are authorized by law to
close.

          "Casualty  Loss Value" shall mean the amounts payable by Lessee in any
           --------------------
Event  of  Loss  and  as otherwise provided in this Lease, which amounts are set
forth  in  the  Lease Supplements executed and delivered pursuant to this Lease.

          "Certificate  of  Acceptance"  means  the  Certificate  of  Acceptance
           ---------------------------
substantially in the form attached hereto as Exhibit A, to be executed by Lessee
                                             ---------
for  the  purpose of acknowledging acceptance of each Aircraft (as the foregoing
may  be amended, modified or supplemented as of the date hereof and from time to
time).

          "Code"  shall  mean  the  Internal  Revenue  Code of 1986, as amended.
           ----

          "Default"  shall  mean any event or condition which, with the lapse of
           -------
time  or  the  giving  of  notice or both, would constitute an Event of Default.

          "Default  Rate"  shall  mean  interest  at the rate per annum equal to
           -------------
eighteen  percent  (18%),  subject  to  the  maximum  rate  permitted  by  Law.

          "Delivery  Date" for any Aircraft shall mean the date, which day shall
           --------------
be a Business Day, specified in the Lease Supplement applicable to such Aircraft
to  be  executed  pursuant to this Lease, on which (a) all applicable conditions
precedent  set  forth  in  Section  21  hereof  have been satisfied or waived in
                           -----------
writing  by  Lessor  for the delivery and sale of such Aircraft by the Lessee to
Lessor,  and (b) such Aircraft is actually delivered to, and accepted by, Lessee
under  this  Lease.

          "Early  Purchase Option" shall have the meaning set forth in Section 7
           ----------------------                                      ---------
hereof.

          "Early  Purchase  Option  Price"  shall  have the meaning set forth in
           ------------------------------
Section  7  hereof.
----------

          "Engine"  shall  mean  with  respect  to any Aircraft, (a) the engine,
           ------
engines  or  rotor  hub  installed  on  such  Airframe  on  the Delivery Date as
described  in  Schedule A attached hereto and made a part hereof, whether or not
               ----------
from  time  to time thereafter no longer installed on such Airframe or installed
on  any  other  airframe or any other aircraft; or (b) any other engine or Power
Components, including, without limitation, any spare engine, which may from time
to  time  be substituted or be a replacement for such engine or any Part thereof
(including  any  rotor  or  propeller)  in  accordance  with  this  Lease.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 3
<PAGE>
          "Event of Default" shall mean any of the events referred to in Section
           ----------------                                              -------
23  hereof.
--

          "Event of Loss" shall mean any of the following events with respect to
           -------------
the  Aircraft,  any  Airframe  or  any  Engine:

     (a)  loss  of  such  property  or  the  use  thereof

          (i)  due  to  theft  or disappearance of such property for a period in
excess  of  the  earlier  of

                    (A)  the  end  of  the  prevailing  Lease  Term  and

                    (B)  forty-five  (45)  days (unless such loss constitutes an
Event  of Loss under clause (b) below) or (ii) due to destruction, damage beyond
                     ----------
repair  or rendition of such property permanently unfit for normal use by Lessee
for  any  reason  whatsoever;

     (b)  any loss or loss of use or damage to such property which results in an
insurance  settlement with respect to such property on the basis of an actual or
constructive  total  loss;

     (c)  the  condemnation,  confiscation,  conversion  or  seizure  of,  or
requisition  of title to, such property, or requisition for use of such property
for  a  period  in  excess  of  the  earlier  of

          (i)  the  end  of  the  prevailing  Lease  Term,  and

          (ii)  forty-five  (45)  days (or for such shorter period ending on the
date on which an insurance settlement with respect to such property on the basis
of  an  actual  or  constructive  total  loss  shall  occur);

     (d)  as  a result of any rule, regulation, order or other action by the FAA
or other Governmental Authority having jurisdiction, the use of such property in
the  normal  course  of air transportation of Persons shall have been prohibited
for  a period of forty-five (45) days, unless Lessee, prior to the expiration of
such  period,  shall  have  undertaken  or  caused  to  be  undertaken and shall
diligently  carry  forward or cause to be so carried forward all steps which are
necessary  or  desirable  to permit the normal use of such property by Lessee or
any  permitted  assignee  or sublessee, as the case may be, or, in any event, if
such  use  shall have been prohibited for a period of the earlier of (i) the end
of  the  prevailing  Lease  Term  and  (ii)  three  consecutive  months.

          "Expiration  Date"  shall  mean the last day of the Lease Term or such
           ----------------
other  date  on which the Lease Term of this Lease may be terminated pursuant to
the  terms  hereof.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 4
<PAGE>
          "FAA"  shall  mean, as the context requires, the United States Federal
           ---
Aviation  Administration  and/or  the Administrator of the United States Federal
Aviation  Administration,  or  any  person,  governmental  department,  bureau,
commission  or  agency  succeeding  to the functions of either of the foregoing.

          "Fair  Market  Value" shall have the meaning set forth in Section 8(c)
           -------------------                                      ------------
hereof.

          "Fair  Rental  Value"  shall  have  the  meaning  set forth in Section
           -------------------                                           -------
8(c)hereof.

          "GAAP"  shall  mean  generally  accepted  accounting  principles
           ----
consistently  applied  over the affected periods as in effect from time to time.

          "Governmental  Authority"  shall mean and include (a) the FAA; (b) any
           -----------------------
national,  state,  local or foreign government, or political subdivision thereof
or  local jurisdiction therein; (c) any board, commission, department, division,
organ,  instrumentality,  court  or agency of any entity described in (b) above,
however  constituted;  and  (d) any association, organization, or institution of
which  any  entity  described  in  (b)  or  (c)  above  is  a member or to whose
jurisdiction  any  such entity is subject or in whose activities any such entity
is  a  participant  but  only (except for purposes of defining Law below) to the
extent  that  any  of  the  preceding  clauses (a), (b), (c) and (d) hereof have
jurisdiction  over  the  Aircraft  or  its  operations.

          "Guarantor(s)"  shall  mean,  collectively  or  individually,  as  the
           ------------
context  requires, each guarantor from time to time of the obligations of Lessee
under  the  Lease  Documents,  including,  without  limitation,  Air  Methods
Corporation,  a  Delaware corporation, and MASI (and their respective successors
and  assigns).

          "Guaranty"  shall  mean  the Corporate Guaranty Agreement, dated as of
           --------
the  date  hereof,  between  the Guarantors and Lessor  (as the foregoing may be
amended,  modified or supplemented as of the date hereof and from time to time).

          "Improvement"  shall  have the meaning set forth in Section 11 hereof.
           -----------                                        ----------

          "Indemnified  Party"  shall  have  the meaning set forth in Section 18
           ------------------                                         ----------
hereof.

          "Law"  shall  mean  and include (a) any statute, decree, constitution,
           ---
regulation,  order,  judgment  or other directive of any Governmental Authority;
(b)  any  treaty,  pact,  compact  or  other agreement to which any Governmental
Authority  is  a  party;  (c)  any  judicial or administrative interpretation or
application  of  any Law described in (a) or (b) above; and (d) any amendment or
revision  of  any  Law  described  in  (a),  (b)  or  (c)  above.

          "Lease  Documents"  means  this  Lease,  each  Lease  Supplement,  the
           ----------------
Replacement  Contract, the Purchase Agreement Assignments, the Guaranty, the Tax
Indemnity Agreement, any management and/or operating affecting the Aircraft, the
Purchase Documents, each and every sublease permitted by Lessor under this Lease
and all documents related to such subleases, and each other document executed by
Lessee  hereunder  or  thereunder  or  in  connection  with  the  transactions
contemplated  hereby  or thereby (as any or all of the foregoing may be amended,
modified  or  supplemented  as  of  the  date  hereof  and  from  time to time).


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 5
<PAGE>
          "Lease  Supplement"  shall  mean  each  and  every  Lease  Supplement,
           -----------------
substantially  in  the  form  of  Exhibit  B hereto, which shall be entered into
                                  ----------
between  Lessor and Lessee for the purposes of (a) leasing the Aircraft, and (b)
setting  forth  the  applicable terms of the Lease in effect with respect to the
applicable  Acceptance  Date  and  Aircraft,  pursuant to the provisions of this
Lease.  Each  Lease Supplement shall (i) be consecutively numbered to correspond
to each Acceptance Date, and (ii) incorporate by reference all of the provisions
of  this  Lease  Agreement, including, without limitation, any amendment thereto
entered  into  subsequent  to  the  applicable  Acceptance  Date.

          "Lease  Term" shall mean the Basic Term and the Renewal Term (if any).
           -----------

          "Lessee  Person"  shall  mean  Lessee  or  other  user  or  Person  in
           --------------
possession  of  any  Aircraft,  any  Airframe, or any Engine, and any Affiliate,
successor or assign of any of the foregoing (other than Lessor or any Affiliate,
successor  or  assign  of  Lessor).

          "Lessor  Lien"  means  any Lien on an Airframe, any Engine or any Part
           ------------
arising  as  a  result  of  (a) claims against or affecting Lessor or any of its
Affiliates  that  are  not related to the transactions contemplated by the Lease
Documents,  (b)  any  act or omission of Lessor or any of its Affiliates that is
not  related to the transactions contemplated by the Lease Documents or which is
in  violation  of  the  terms hereof or (c) Taxes (including claims therefor) or
other  claims  imposed  on  Lessor  or  any  of  its  Affiliates  (including the
consolidated group of taxpayers of which Lessor is part) for which Lessee is not
obligated  to  indemnify  Lessor  or  such  Affiliate  hereunder.

          "Lien"  shall  mean any lien, mortgage, encumbrance, pledge, charge or
           ----
security  interest  of  any  kind.

          "Life  Limited  Components"  shall  mean,  with respect to any Part or
           -------------------------
Engine,  any such item the maintenance of which is required under Applicable Law
or  by  the  Manufacturer  thereof or another manufacturer (if other than of any
Airframe)  in its maintenance manuals or otherwise based on the hours, cycles or
calendar  time  since  the last overhaul or inspection, as appropriate, or other
date  of  determination relating to the maintenance of the Aircraft or such Part
or  Engine  in  accordance  with  this  Lease.

          "Maintenance  Program"  shall  mean  the  applicable  Manufacturer's
           --------------------
approved  maintenance  program  (as approved by the FAA and Lessor) as in effect
from  time  to  time  for  the  Aircraft  encompassing  scheduled  maintenance,
conditioned  monitored maintenance and on-condition maintenance of any Airframe,
any  Engine  and  any Parts.  Upon request by Lessor, a copy of such Maintenance
Program  shall  be  provided  to  Lessor.

          "Manufacturer"  shall  mean,  with  respect  to  any  Aircraft,  the
           ------------
manufacturer  of  such  Aircraft,  together  with  its  successors  and assigns,
including,  Eurocopter  Deutschland  GMBH  and  Beechcraft.

          "MASI"  shall  mean Mercy Air Service, Inc., a California corporation.
           ----


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 6
<PAGE>
          "Maximum  Aircraft  Cost  Amount"  shall mean an aggregate amount that
           -------------------------------
Lessor  shall  advance  to  purchase  the  Aircraft  as  set  forth in the Lease
Supplements.

          "Notice  of  Proposed Acceptance Date" shall mean a notice from Lessee
           ------------------------------------
to  Lessor  of the date, which shall be a Business Day, on which Lessee proposes
that  Lessor  fund  a  portion  of  Aircraft  Cost  pursuant  to  this  Lease.

          "Operative Documents" shall mean the Lease Documents, the Aeronautical
           -------------------
Bills of Sale, the Warranty Bills of Sale, the Purchase Documents and such other
documents delivered in connection with this Lease and the Purchase Documents and
the transactions contemplated hereby and thereby (as any or all of the foregoing
may  be further amended, modified or supplemented as of the date hereof and from
time  to  time).

          "Parts"  means  any  and  all  Power Components, avionics, appliances,
           -----
units,  components,  parts,  devices,  instruments,  appurtenances, accessories,
furnishings, seats, and other equipment of whatever nature (other than Engine or
engine  and  landing gear and temporary replacement parts that are duly replaced
with  permanent  Parts as provided in Section 11 hereof), which may from time to
                                      ----------
time be incorporated or installed in or attached to any Airframe of any Aircraft
or  the  Engines  and  spare parts delivered pursuant to the Purchase Agreement.

          "Permitted  Lien"  means a Lien permitted by the provisions of Section
           ---------------                                               -------
14  hereof.
--

          "Person"  means  any  individual,  corporation,  partnership,  joint
           ------
venture,  association,  joint  stock  company,  trust,  trustee(s)  of  a trust,
unincorporated  organization, or government or Governmental Authority, agency or
political  subdivision  thereof.

          "Power  Components"  shall  have  the  meaning  set  forth  in Section
           -----------------                                             -------
4(c) hereof.
---

          "Prior  Lease  Documents"  shall  mean  that  certain  Aircraft  Lease
           -----------------------
Agreement,  dated  as  of  August  25,  1999,  between  Lessor  and  Air Methods
Corporation,  together with each other Lease Document as therein defined (as any
or  all  of the foregoing may be further amended, modified or supplemented as of
the  date  hereof  and  from  time  to  time).

          "Process Agent" shall have the meaning set forth in Section 29 hereof.
           -------------                                      ----------

          "Purchase  Agreement" shall mean, individually or collectively, as the
           -------------------
context  requires, (i) the Asset Purchase Agreement, dated as of March 23, 2000,
among  Seller,  MASI and Lessee relating to certain the rotary wing Aircraft and
(ii)  the  Aircraft  Purchase Agreement, dated as of April 25, 2000, between Sky
Life  relating to the fixed wing Aircraft (as the same may hereafter be amended,
modified or supplemented from time to time expressly in relation to the Aircraft
to  the  extent  permitted by the Purchase Agreement Assignment and this Lease).


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 7
<PAGE>
          "Purchase  Agreement  Assignment(s)"  shall  mean  collectively  or
           ----------------------------------
individually,  as the context requires, (i) the Purchase Agreement Assignment of
even  date  herewith,  between  the  Lessee,  as  assignor,  and  the Lessor, as
assignee,  and  consented  to  by MASI and Seller relating to the Asset Purchase
Agreement  described  therein and relating to the rotary wing Aircraft, and (ii)
the  Purchase Agreement Assignment of even date herewith, between the Lessee, as
assignor,  and the Lessor, as assignee, and consented to by Sky Life relating to
the  Aircraft  Purchase Agreement described therein and relating to the fix wing
Aircraft,  (as  either  or  both  of  the  same  may  be  amended,  modified  or
supplemented  from  time  to  time).

          "Purchase  Documents" shall mean the Purchase Agreements, the Purchase
           -------------------
Agreement  Assignments  and  consent  related  thereto,  and each other document
executed by Seller, MASI or a Lessee Person pursuant to this Lease or such other
documents  and the transactions contemplated hereby and thereby (as the same may
be  amended,  modified  or  supplemented  from  time  to  time)  relating to the
purchase  of  the  Aircraft  .

          "Purchase  Option  Price"  shall have the meaning set forth in Section
           -----------------------                                       -------
8(b)  hereof.
---

          "Reference  Rate"  shall  mean  the relevant "Treasury Rate" as of the
           ---------------
date of determination which is the rate per annum equal to the yield for each of
the  U.S.  Treasury  Securities  that matures nearest to the thirty-sixth (36th)
monthly  anniversary  of the applicable Delivery Date determined as at the close
of  business  on  the  first  Business  Day  immediately  preceding  the date of
determination under this Lease, as reported in The Wall Street Journal under the
                                               -----------------------
heading  "Treasury Bonds, Notes & Bills" (and the subheading of "Ask Yld." under
"Govt.  Bonds  &  Notes")  or  if such report is unavailable, on page 119 ("U.S.
Treasury  and Money Markets") of the information ordinarily provided by Telerate
Systems  Incorporated.  Such rate shall be set forth in each Lease Supplement as
applicable.

          "Renewal Term" for the Aircraft shall mean twelve (12) monthly periods
           ------------
from  and  including  the expiration date of the Basic Term to and including the
day  immediately preceding the eleventh (11th) anniversary of the Delivery Date.

          "Renewal  Term Rent" shall mean the Rent determined under Section 8(b)
           ------------------                                       ------------
hereof  and  payable  during  the  Renewal  Term.

          "Rent"  shall  mean  Basic  Rent,  Renewal  Term  Rent,  if  any,  and
           ----
Supplemental  Payments.

          "Rent  Payment  Date"  shall  mean the first day in each of the Rental
           -------------------
Periods.

          "Rental  Period"  shall  mean  each of the consecutive monthly periods
           --------------
throughout  the  Lease Term as in effect under this Lease, the first such period
commencing on and including the Delivery Date and ending on the date immediately
preceding  the  first  monthly anniversary date of the Delivery Date thereafter,
and  each  of  the  remaining  monthly  periods commencing on and including each
monthly anniversary date of the Delivery Date and ending on the date immediately
preceding  the  next  succeeding  monthly anniversary date of the Delivery Date.

          "Replacement"  has  the  meaning  set  forth  in  Section  11  hereof.
           -----------                                      -----------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 8
<PAGE>
          "Replacement  Contract" shall mean that certain Assignment, Notice and
           ---------------------
Acceptance  of  Replacement  Property  Contract,  of  even  date herewith, among
Lessor,  Lessee  and  Bank One Exchange Corporation (as the same may be amended,
modified  or  supplemented  from  time  to  time).

          "Required  Alteration" has the meaning set forth in Section 11 hereof.
           --------------------                               ----------

          "Sky  Life"  shall  mean  SkyLife Aviation, L.L.C., a Missouri limited
           ---------
liability  company  and  an  affiliate  of  Seller.

          "Supplemental  Payments"  shall  mean  all  amounts,  liabilities  and
           ----------------------
obligations which Lessee assumes or agrees to pay hereunder to Lessor or others,
including,  without limitation, payments of Casualty Loss Value and indemnities,
but  excluding  Basic  Rent  or  Renewal  Term  Rent.

          "Tax"  shall  have  the  meaning  set  forth  in  Section  17  hereof.
           ---                                              -----------

          "Tax  Indemnitee"  shall  mean  and  include  Lessor and any Affiliate
           ---------------
thereof  and  any  of their respective officers, directors, successors, assigns,
agents  and  servants.

          "Tax  Indemnity  Agreement"  shall mean the Tax Indemnity Agreement of
           -------------------------
even  date  herewith,  between  Lessor  and  Lessee (as the same may be amended,
modified  or  supplemented  from  time  to  time).

          "Taxing  Authority" shall mean any federal, state or local government,
           -----------------
political  subdivision, or taxing authority in the United States of America, any
government or taxing authority of or in any country or other taxing jurisdiction
outside  the  United  States  of America, or any international taxing authority.

          "Transaction  Fee"  shall mean an amount equal to the sum set forth in
           ----------------
the first Lease Supplement which shall be paid by the Lessee to the Lessor on or
before  the  Delivery  Date.

          "Warranty  Bill  of  Sale"  shall  mean  each  Warranty  Bill of Sale,
           ------------------------
substantially  in  the  form of Exhibit C hereto relating to each Aircraft dated
                                ---------
each  Acceptance  Date  by  Seller  in  favor  of  Lessor.



     2.     AGREEMENT  FOR  PURCHASE  AND  LEASE  OF  AIRCRAFT; MAXIMUM FUNDING;
            --------------------------------------------------------------------
FUNDING  PROCEDURES.
--------------------

          (a)     Lessor  shall,  subject  to  the satisfaction or waiver of the
terms  and conditions of this Lease and the other Lease Documents, advance funds
to  Seller  on account of Lessee as provided in this Lease, to pay Aircraft Cost
up  to  the  Maximum  Aircraft  Cost Amount.  Lessor shall have no obligation to
advance  funds in respect of the Aircraft Cost under this Section 2 or otherwise
                                                          ---------
in  excess  of  the  Maximum  Aircraft  Cost  Amount.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                          Page 9
<PAGE>
          (b)     Lessor,  subject  to  satisfaction or waiver of the conditions
set  forth in Section 21 hereof, including, without limitation, the satisfaction
              ----------
of  the  conditions in the Asset Purchase Agreement referred to in clause (i) of
the definition of Purchase Agreement, and the concurrent acceptance hereunder by
Lessee of the Aircraft, hereby agrees to accept delivery on the Delivery Date of
the  Aircraft  from  the Lessee and to lease the Aircraft simultaneously back to
Lessee  hereunder; and Lessee hereby agrees, expressly for the direct benefit of
Lessor to lease on such Delivery Date from Lessor hereunder, the Aircraft, which
shall  have  been  accepted by Lessee hereunder as evidenced by the execution by
Lessor  and  Lessee  of  the  Lease  Supplement  leasing the Aircraft hereunder;
provided,  however,  that  Lessor  and  Lessee  shall have no further obligation
--------   -------
hereunder  with  respect  to  the  Aircraft  if the Delivery Date shall not have
occurred  on  or  before  the  date  hereof unless mutually agreed by Lessor and
Lessee  in  writing.

          (c)     Lessee  agrees,  on  Lessor's  request,  to  give  a Notice of
Proposed Acceptance Date (which shall be a Business Day) of each Acceptance Date
three  (3)  Business  Days  prior  to  each  proposed  Acceptance  Date.

          (d)     The  Delivery Date shall not extend beyond the date hereof and
relating  final funding under this Lease shall not extend beyond April 30, 2000,
unless  mutually  agreed  to  by  Lessor  and  Lessee  in  writing.

     3.     TERM.  The  Basic  Term  for  the  Aircraft  shall  commence  on the
            ----
Delivery  Date,  and, unless sooner terminated in accordance with the provisions
of this Lease, shall end on the last day of the Basic Term.  If Lessee elects to
renew  this  Lease  pursuant  to  Section  8(b)  hereof,  the Renewal Term shall
                                  -------------
commence  on  the  last  day  of  the  Basic Term and end on the last day of the
Renewal  Term.

     4.     RETURN  OF  AIRCRAFT.
            --------------------

          (a)     Return.  If  Lessor  shall rightfully demand possession of the
                  ------
Aircraft  pursuant  to  the  terms  of  this  Lease or Lessee shall otherwise be
obligated  hereunder  to return the Aircraft to Lessor, Lessee shall, at its own
expense,  return the Aircraft equipped with the Engine or Engines duly installed
thereon  by  delivering  the  same  to  Lessor at any airport in the continental
United  States  as  designated  by  Lessor.  At  the time of such return (i) all
Airworthiness Directives and Manufacturer's mandatory service bulletins relating
to  the  Aircraft shall have been performed, (ii) the Aircraft shall be owned by
Lessor,  free  and clear of all Liens (other than any Lessor Lien), and shall be
duly  registered  with  the  FAA, (iii) each fuel and oil tank shall contain the
same  quantity  of  fuel and oil as was contained in the fuel and oil tanks when
the Aircraft was delivered to Lessee on the Delivery Date, or in the case of any
differences  in  any such quantities, an appropriate adjustment shall be made by
payment at the then current market price of fuel or oil, as the case may be, and
(iv)  the  Aircraft  shall  be in the condition required by Section 4(c) hereof.
                                                            ------------
Until  the  Aircraft is returned to Lessor as provided in this Section 4(a), all
                                                               ------------
of  the  provisions  of  this  Lease shall continue in full force and effect and
Lessee  shall pay all the costs and expenses in connection with or incidental to
the  return of the Aircraft, including without limitation, Rent for the Aircraft
as  provided  in  Section  5  hereof.
                  ----------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 10
<PAGE>
               (b)     Manuals.  Upon  the return of the Aircraft, in accordance
                       -------
with  this  Section  4,  Lessee  shall  deliver to Lessor all Aircraft Documents
            ----------
required  to  be  maintained  with  respect  thereto  under applicable rules and
regulations of the FAA and any other Governmental Authority having jurisdiction.
In  the  event  any  Aircraft Documents are missing or incomplete for operations
during the Lease Term, Lessor shall have the right to cause such documents to be
reconstructed  at  the  expense  of  Lessee.

               (c)     Condition.  At the time of such return:  (i) the Aircraft
                       ---------
shall have had any distinctive marking of Lessee removed in a workmanlike manner
at  the  expense  of  Lessee; (ii) the Aircraft shall be fully equipped and have
installed  thereon  the  Engine  or  Engines and any and all other Parts as were
installed  or  incorporated  in or attached to the Aircraft as of the applicable
Acceptance Date (or such replacements therefor permitted by or required pursuant
to the terms hereof); (iii) the Aircraft shall be duly certified as an airworthy
aircraft  by  the  FAA  and  shall  be  returned  with  a  valid  certificate of
airworthiness  issued under 14 C.F.R. Part 91 (including  91.401 et. seq. and 14
C.F.R.  Part 135 (including  135.411 et seq.), as applicable, or its equivalent;
(iv) the Aircraft shall be in the condition and repair required to be maintained
by  Section 10 hereof, free of all corrosion and free and clear of all Liens and
    ----------
the rights of any third parties; and (v) Lessee shall return the aircraft on (A)
a  Computerized  Maintenance  Program  approved by Lessor (CMP) or (B) any other
standardized  form  of  record  keeping  in  accordance  with  accepted industry
standard  approved  by Lessor, the applicable manufacturer's guidelines, if any,
and  regulations  of applicable Governmental Authorities and of applicable Laws,
in each case fully paid up to the return date with all transfer fees, if any, to
be  paid  by  the  Lessee.

          At  the  time  of  such return, (i) Lessee shall have completed within
thirty  (30)  days prior to the return, the next required inspection, or portion
thereof not previously completed, (A) on each Airframe if such inspection is due
within  the next ninety (90) days, and if not in compliance with the recommended
maintenance  program  for  the  applicable Engine, the next anticipated periodic
inspection  on  such  Engine  and  (B) on all power transmitting components then
recommended  within  the  next ninety (90) days by the applicable manufacturers,
including,  without  limitation, on gear boxes, transmissions, propellers, drive
shafts,  rotor  shafts,  rotor  hubs  and rotor blades (collectively, the "Power
                                                                           -----
Components") and (ii) each Aircraft with all material component parts shall have
-----------
one  half  or  more  of the available operating hours and/or, as applicable, one
half  or  more  of  the stated calendar time and cycles remaining until the next
maintenance visit, overhaul or replacement (as applicable) as stated in the Code
of  Federal  Regulations  applicable  to  the  FAA,  and  Manufacturer  approved
Maintenance  Program  under  the  auspices  of  14  C.F.R.  91.409  et. seq. and
135.411  et.  seq.,  as  applicable,  or  its  equivalent.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 11
<PAGE>
          In  the  event  that any Engine, Power Components or Aircraft does not
meet  the  conditions  set  forth in the immediately preceding paragraph, Lessee
shall  pay Lessor an amount equal to the sum of (i) for such Engine, the product
of:  the  then current estimated cost of the next mid-life inspection (including
in such estimated cost, all required replacement of the Life Limited Components)
multiplied  by  a fraction the numerator of which shall be the of (A) the actual
number  of  hours of operation since the previous mid-life inspection, minus (B)
fifty  percent  (50%)  of  total  operating  hours  anticipated between mid-life
inspections,  and  the  denominator  of which shall be the total operating hours
anticipated between mid-life inspections, plus (ii) for such Engine, the product
of:  the  then  current  estimated  cost  of the next anticipated major overhaul
(including  in  such  estimated  cost,  all required replacement of Life Limited
Components  and as specified by the Manufacturer and the engine manufacturer for
such  Engine  and  Power  Components)  multiplied by a fraction the numerator of
which  shall  be  the  remainder  of (A) the actual number of hours of operation
since  the  previous  major  overhaul minus (B) fifty percent (50%) of the total
operating hours anticipated between major overhauls and the denominator of which
shall  be  the  total  operating hours anticipated between major overhauls, plus
(iii)  the  product  of:  the current estimated cost of the next scheduled major
Airframe  inspection (including in such estimated cost, all required replacement
of  Life  Limited  Components)  multiplied  by a fraction the numerator of which
shall be the remainder of (A) the actual number of respective operating hours or
months  of  operation  since  the  previous major Airframe inspection, minus (B)
fifty  percent  (50%)  of  the  respective  total  operating  hours or months of
operation  allowable  between  scheduled  major  Airframe  inspection,  and  the
denominator  of which shall be the respective total operating hours or months of
operation  allowable  between  scheduled major Airframe inspections.  All of the
foregoing  shall  be  considered  Supplemental  Payments  and  shall be due upon
presentation  to  Lessee  of  an  invoice setting forth in reasonable detail the
calculation  of such amounts due including the names of all sources used for the
required  cost  estimates.  Should  the  sum  of  amounts  calculated  under the
foregoing  clauses (i), (ii) and (iii) result in an amount equal to or less than
$0.00,  Lessee shall have no payment obligation under this Section 4(c).  Unless
                                                           ------------
both  Lessor with Lessee agree to alternative source(s), the Manufacturer of any
Engine,  as  specified  by  Lessor, shall be used as the source for all cost and
Engine  mid-life and overhaul estimates.  Prior to the return of the Aircraft to
Lessor, a ground evaluation and acceptance flight shall, if requested by Lessor,
be  conducted  by  Lessor or Lessor's designee with Lessee retaining operational
control  of  the  Aircraft  during  the  acceptance  flight,  in accordance with
procedures  of  the  Manufacturer  of  the Aircraft designed for this purpose in
order  to  determine whether or not the Aircraft is in the condition required by
this  Lease.  All  reasonable  costs  and  expenses of any ground evaluation and
acceptance  flight  shall  be  borne  solely  by  Lessee.

               (d)     Overhaul.  Immediately  prior  to  the  return  of  the
                       --------
Aircraft  at  the  expiration or termination of this Lease, Lessee, upon written
request  of  Lessor  received  at  least  thirty  (30)  days  in advance of such
expiration  or termination date, will arrange for each Airframe and Engine to be
inspected  and/or  overhauled.  Such  inspection and/or overhaul shall be of the
type  customarily  performed  by  a  corporate  operator  similar to Lessee with
similar  airframes  and  engines  and,  except  to the extent such costs are the
responsibility  of Lessee under paragraph (c)of this Section 4, Lessor shall pay
                                -------------        ---------
the  actual  costs  in  connection  with  such  inspections  and/or  overhaul.

               (e)     Condition  of  Interior  and  Airframe  Exterior.  Lessee
                       ------------------------------------------------
agrees that on the return of the Aircraft, the interior and exterior shall be in
all  respects  clean and free of all items of personal property not belonging to
Lessor  (subject  to ordinary wear, tear and use of the Aircraft).  Lessor shall
have  the  right to inspect the Aircraft upon or subsequent to the expiration of
the prevailing Lease Term, and to require that Lessee take, at Lessee's expense,
all  steps  necessary  to  comply  with  the  requirements of this Section 4(e).
                                                                   -------------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 12
<PAGE>
               (f)     Injunctive  Relief.  The provisions of this Section 4 are
                       ------------------                          ---------
of the essence of this Lease, and upon application to any court of equity having
jurisdiction  in  the  premises,  Lessor  shall  be entitled to a decree against
Lessee  requiring  specific  performance of the covenants of Lessee set forth in
this  Section  4.  For the avoidance of doubt, nothing in this Section 4(f)shall
      ----------                                               ------------
be  deemed  a  waiver  by  Lessee of its right to defend or object to any claim.

               (g)     Survival.  The  provisions  of  Section  4(a)  through
                       --------                        -------------
(f)hereof  and  all  of  the  obligations of Lessee thereunder shall survive the
expiration  or earlier termination of this Lease, the prevailing Lease Term, and
the  return  of  the  Aircraft.

          5.     RENT.
                 ----

               (a)     Rent.  (i)  Lessee  covenants and agrees to pay to Lessor
                       ----
the  Rent  as  calculated  under  this  Lease  and  as  set  forth  in the Lease
Supplements  or  other  agreement  executed and delivered pursuant to this Lease
throughout  the  Lease Term, payable in consecutive installments, in advance, on
each  Rent  Payment  Date  during  the  Lease  Term.

                    (i)     With  respect  to  the  Basic  Term,  the Basic Rent
Factor  shall be multiplied by the Aircraft Cost to determine the Basic Rent due
on the applicable Rent Payment Date, and such factor shall be adjusted upward or
downward  and  fixed on the applicable Acceptance Date as provided and evidenced
in  the  Lease  Supplements.  Such  Aircraft  Cost  shall  be  determined in the
aggregate  or  with  respect  to  each  Aircraft  in such manner as Lessor shall
determine  appropriate  in consultation with Lessee based on the actual Delivery
Dates  of  each  Aircraft.

                    (ii)     Renewal  Rent  (if  applicable)  shall  be computed
pursuant  to  Section  8(b) hereof and paid in accordance with this Lease on the
              -------------
applicable  Rent  Payment  Dates.

               (b)     Supplemental  Payments.  (a) Lessee also agrees to pay to
                       ----------------------
Lessor  or  to  whosoever  shall  be  entitled thereto all Supplemental Payments
promptly as the same shall become due and owing, and in the event of any failure
on  the  part of Lessee so to pay any such Supplemental Payment hereunder Lessor
shall  have  all  rights,  powers  and remedies provided for herein or by law or
equity or otherwise in the case of nonpayment of Rent.  Lessee also shall pay to
Lessor  or  to  whosoever  may  be  entitled thereto, on demand, as Supplemental
Payment  to the extent permitted by applicable Law, interest at the Default Rate
as  provided  in  Section  26  hereof.
                  -----------

               (c)     Method of Payment.  If the date that any payment of Basic
                       -----------------
Rent is due is not a Business Day the payment of Basic Rent otherwise payable on
such  date shall be payable on the next succeeding Business Day (unless that day
falls  in  the  next calendar month, in which case such payment shall be made on
the  first preceding Business Day).  All payments of Rent required to be made by
Lessee  to  Lessor  hereunder shall be made in same day funds in lawful money of
the  United States, and shall be paid by Lessee by 12:00 noon (New York time) to
the  account at the place of payment set forth on Schedule B attached hereto (or
                                                  ----------
such  other account at such other location as Lessor may designate in writing to
Lessee for such purpose).  Time is of the essence in connection with the payment
of  Rent


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 13
<PAGE>
          6.     NET  LEASE; LESSOR'S TITLE.  (a)  This Lease is a net lease and
                 --------------------------
Lessee  acknowledges  and agrees that Lessee's obligations hereunder, including,
without  limitation, its obligations to pay all Rent payable hereunder, shall be
absolute  and  unconditional  under  any and all circumstances and shall be paid
without  notice  or  demand  and  without  any abatement, reduction, diminution,
setoff,  withholding, defense, counterclaim or recoupment whatsoever, including,
without  limitation,  any  of  the  foregoing due or alleged to be due to, or by
reason  of,  any  past,  present  or future claims which Lessee may have against
Lessor,  the  Manufacturer or the manufacturer of any Engine or Part thereof, or
any  other  Person for any reason whatsoever; nor, except as otherwise expressly
provided  herein,  shall  this  Lease terminate, or the obligations of Lessee be
otherwise  affected,  by  reason of any defect in the Aircraft or any such Part,
the  condition,  design, operation or fitness for use thereof, any damage to, or
any loss or destruction of, the Aircraft or any Part, unit or component thereof,
any Liens or rights of others with respect to the Aircraft or any such Part, any
prohibition  or  interruption  of  or  other  restriction  against Lessee's use,
operation  or  possession  of  the  Aircraft  or  any  such Part, for any reason
whatsoever,  or  any  interference with such use, operation or possession by any
Person  or  entity,  or by reason of any failure by Lessor to perform any of its
obligations  herein  contained,  or  by  reason  of  any  other  indebtedness or
liability,  howsoever and whenever arising, of Lessor, or of Lessee to any other
Person,  or by reason of any insolvency, bankruptcy or similar proceedings by or
against  Lessor,  or Lessee, or for any other reason whatsoever, whether similar
or dissimilar to any of the foregoing, any present or future law to the contrary
notwithstanding;  it  being  the  intention  of the parties hereto that the Rent
payable  by  Lessee  hereunder shall continue to be payable in all events and in
the  manner  and  at the times herein provided, without notice or demand, unless
the  obligation  to  pay  the  same  shall be terminated pursuant to the express
provisions  of  this  Lease.  Lessee  hereby  waives, to the extent permitted by
applicable  Law,  any  and all rights which it may now have or which at any time
hereafter  may  be  conferred  upon  it,  by statute or otherwise, to terminate,
cancel, quit or surrender this Lease except in accordance with the express terms
hereof.  Without  limiting  any of Lessee's rights under the next sentence, each
payment of Rent made by Lessee to Lessor shall be final and Lessee will not seek
to  recover  any  part  of  such  payment from Lessor for any reason whatsoever,
except  for gross negligence or manifest error.  Nothing in this Section 6 shall
                                                                 ---------
be  construed  to  prevent  Lessee,  after complying with the terms hereof, from
pursuing  any claim it may have against Lessor or any other Person in such court
of  law  or  otherwise  as  Lessee  may  deem  appropriate.

          (b)     Title  to the Aircraft shall at all times remain in Lessor and
at  no time during the Lease Term shall title be vested in Lessee.  Lessee shall
acquire  no  right, title or interest in or to the Aircraft, except the right to
use  the  same.

          7.     EARLY  PURCHASE  OPTIONS.
                 ------------------------

          Provided  that  this Lease has not been terminated and that no Default
or Event of Default shall have occurred and be continuing, Lessee shall have the
option  (the "Early Purchase Option") on the Rent Payment Dates set forth in the
              ---------------------
Lease  Supplements  to  purchase the Aircraft in accordance with this Section 7.
                                                                      ---------
If  Lessee  wishes to purchase all (but not less than all) of the Aircraft under
this  Section  7,  it  shall  deliver  to Lessor written notice of its intent to
      ----------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 14
<PAGE>
purchase  the  Aircraft (such purchase to be on an "as-is", "where-is" and "with
all  faults" basis, without any warranty whatsoever except with respect to title
and  freedom  from  Lessor  Liens) not less than ninety (90) nor more than three
hundred  and  sixty  (360)  days  prior to the Rent Payment Date on which Lessee
proposes  to  purchase  the  Aircraft.  The  purchase price (the "Early Purchase
                                                                  --------------
Option  Price")  for  the Aircraft shall be equal to the amount derived from the
--------------
percentages  of Aircraft Cost set forth in the Lease Supplements (which shall in
all  events  be  greater  than  10%  of  Aircraft Cost).  After delivery of such
notice,  Lessee shall on or before the proposed purchase date deliver to Lessor,
in  cash  or  other funds immediately available, the Early Purchase Option Price
plus  applicable  Taxes and other sums due under the Lease.  If Lessee purchases
the  Aircraft pursuant to the terms of this Section 7, upon receipt by Lessor of
                                            ---------
the  Early Purchase Price and all other amounts owed by Lessee hereunder, Lessor
shall  deliver  to Lessee a bill of sale transferring title to the Aircraft from
Lessor  to  Lessee  without  representation  or warranty (as contemplated above)
other  than  a  warranty  that since the Delivery Date, Lessor has not assigned,
sold  or transferred in whole or in part its title to the Aircraft and that such
title  is  free and clear of all Lessor Liens.  If Lessee fails or elects not to
deliver  its  notice  to  exercise its Early Purchase Option as required by this
Section 7(a), Lessee shall deemed to have waived such option and the Lease shall
------------
continue  in  full  force  and  effect.

8.     END  OF  LEASE  RENEWAL  ANDPURCHASE  OPTION.
       --------------------------------------------

          (a)     Purchase  Option.  Provided  that  this  Lease  has  not  been
                  ----------------
terminated  and  that  no Default or Event of Default shall have occurred and be
continuing,  on  the last day of the Basic Term, Lessee shall have the option to
purchase  all  (but  not  less than all) the Aircraft for a price (the "Purchase
                                                                        --------
Option  Price")  equal  to  the  Fair  Market  Value  as  determined  in Section
--------------                                                           -------
8(c)hereof.  If  Lessee  wishes  to purchase the Aircraft on the last day of the
----------
Basic  Term, it shall deliver to Lessor written notice of its intent to purchase
the  Aircraft  (such  purchase  to  be  on  an "as-is", "where-is" and "with all
faults"  basis, without any warranty whatsoever except with respect to title and
freedom  from  Lessor Liens) not less than ninety (90) days, nor more than three
hundred  sixty  (360)  days  prior to the last day of the Basic Term.  If Lessee
elects  to  purchase  the  Aircraft, Lessee shall deliver to Lessor the Purchase
Option  Price,  in  cash  (plus  applicable  Taxes  and other sums due under the
Lease),  on  or  before  the  last  day  of the Basic Term.  Upon receipt of the
Purchase  Option  Price,  Lessor  shall  deliver  to  Lessee  a  bill  of  sale
transferring  title to the Aircraft from Lessor to Lessee without representation
or  warranty  (as  contemplated  above)  other  than  a  warranty that since the
Acceptance  Date,  Lessor  has not assigned, sold or transfer-red in whole or in
part  its  title  to  the Aircraft, and that such title is free and clear of all
Lessor Liens.  If Lessee fails to deliver the Purchase Option Price to Lessor on
the  last day of the Basic Term, Lessee shall be deemed to have waived its right
to  exercise  this  purchase  option.

          (b)     Renewal  Option.  Provided  that  this  Lease  has  not  been
                  ---------------
terminated  and  that  no Default or Event of Default shall have occurred and be
continuing,  on  the last day of the Basic Term, Lessee shall have the option to
renew  this  Lease  with  respect to the Aircraft for the Renewal Term at a rent
equal  to the "Fair Rental Value" determined under Section 8(c)hereof which rent
                                                   ------------
shall  be  confirmed  in  writing  in a Lease Supplement or an amendment to this
Lease  executed  and delivered by Lessor and Lessee on or before the last day of
the  Basic  Term.  If  Lessee  wishes to renew this Lease on the last day of the


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 15
<PAGE>
Basic  Term,  (i) Lessee shall deliver to Lessor written notice of its intent to
renew  this  Lease not less than one hundred eighty (180) days prior to the last
day  of the Basic Term, and (ii) all terms of the Lease Documents shall continue
in  effect  without  change  except  (A)  Lessee  shall pay the Renewal Rent, in
advance, commencing on the last day of the Basic Term and throughout the Renewal
Term  and (B) the Casualty Loss Values shall be and remain equal to the Casualty
Loss  Value  in  effect  on and as of the last day of the Basic Term.  If Lessee
fails  to  comply  with  the  requirements of this Section 8(b), Lessee shall be
                                                   ------------
deemed  to  have  waived  its  right  to  exercise  this  renewal  option.

     (c)     Determination  of  Fair  Market  Value  and  Fair  Rental  Value.
             ----------------------------------------------------------------
               (i)     "Fair  Market  Value" or "Fair Rental Value", as the case
                        -------------------      -----------------
may  be, shall be determined on the basis of and shall be equal in amount to the
value  which would obtain in an arm's-length transaction between an informed and
willing  buyer-user  or  lessee-user  (other than a used aircraft dealer) and an
informed  and  willing seller or lessor under no compulsion to sell or lease, on
the  assumptions  that:  the  Aircraft  (A)  is being sold free and clear of all
Liens;  (B)  the  Aircraft  has been maintained in accordance with Section 10 of
                                                                   ----------
this Lease; and (C) the Aircraft is in the condition required upon the return of
the  Aircraft  under  Section  4 of this Lease.  In such determination, costs of
                      ----------
return  to  the location designated by Lessor shall not be a deduction from such
value(s).

               (ii)     If  the  Lessor  and  Lessee  have  not  agreed  upon  a
determination  of  the  Fair  Market  Value or Fair Rental Value of the Aircraft
within  thirty  (30)  days  after  one  of  the  parties  has  requested  such
determination,  that  determination  shall  be  made  by a certified independent
appraiser  approved  by  both  Lessor  and  Lessee,  such  approvals  not  to be
unreasonably withheld; and failing such approval in good faith within forty-five
(45) days, by Lessor alone may select such an appraiser.  The appraiser shall be
furnished  with  a  letter  of  instruction  concerning  the  preparation of the
appraisal, together with a copy of this Lease and the Supplements hereto and, to
the  extent  available  and  relevant,  related Lease Documents, purchase orders
and/or  invoices.  The  appraiser shall be instructed to make such determination
within  thirty  (30)  days following appointment.  The determination made by the
appraiser  shall  be  final  and  binding on both Lessor and Lessee.  The Lessee
shall  pay  the  fees  and  expenses  of  any  appraisal.

     9.     USE  OF  AIRCRAFT;  COMPLIANCE  WITH  LAWS.  Lessee  agrees that the
            ------------------------------------------
Aircraft  will  be  used and operated only (a) in its original configuration set
forth  in  the  Lease  Supplements  for  which  Lessee is duly authorized by the
Aeronautics  Authority,  (b) in the manner set forth in, and in accordance with,
the  terms,  conditions  and  provisions  of  the  insurance  policy or policies
providing the coverages specified in Section 16 hereof, (c) in the United States
                                     ----------
and (d) on Lessee's request, in other countries which are approved in writing by
Lessor  prior  to  entry  into  such  country.  In no event shall Lessee use and
operate  the  Aircraft,  or permit the Aircraft to be used and operated, for any
purpose for which the Aircraft is not designed or reasonably suitable, or in any
fashion  that may subject the Aircraft to any Liens, other than Permitted Liens,
or  in any area excluded from coverage by any such insurance policy or policies.
Lessee  further  agrees  that,  unless  the Lessee shall have received the prior
written  consent of the Lessor, the Aircraft will be used and operated solely in
the conduct of Lessee's and its Affiliates' business  and in compliance with all
applicable  Laws  of  any  federal,  state,  local  or  foreign  government  or


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 16
<PAGE>
Governmental  Authority  having jurisdiction with respect to the use, operation,
maintenance, condition, airworthiness and occupancy of the Aircraft, and the use
of  any  premises  or  facilities by the Aircraft, including without limitation,
those  of the Aeronautics Authority.  Lessee will not load, use, operate, hangar
or  store  the  Aircraft,  or permit the loading, using, operating, hangaring or
storing  of  the Aircraft, negligently, abusively, improperly or in violation of
this  Lease  or  so  as  to  void  any of the insurance coverages respecting the
Aircraft.  Lessee  shall  procure  and  maintain  in  effect  all  licenses,
certificates,  permits,  approvals  and  consents  required  by any Governmental
Authority  (including,  without  limitation,  the  Aeronautics  Authority)  in
connection  with  the  delivery,  use,  operation,  maintenance,  condition,
airworthiness  and  occupancy  of  the  Aircraft, and the use of any premises or
facilities  by  the  Aircraft.  Except  as  otherwise expressly permitted by the
terms  of  this  Lease,  the  Aircraft  will  at  all times be and remain in the
possession  and  control  of  Lessee.  Lessee  will keep the Aircraft adequately
protected at all times when not in use, and Lessee will not remove or permit the
Aircraft to be removed from its home airport as specified in Schedule B attached
                                                             ----------
hereto  for  periods  in  excess of thirty (30) days without first giving Lessor
written  notice  designating  the  contemplated  location  of  the  Aircraft and
obtaining  Lessor's  written  approval  thereof  (which  consent  shall  not  be
unreasonably  withheld  or  delayed)  and Lessee will not permanently remove the
Aircraft,  or  permit  the  Aircraft  to  be permanently removed, from such home
airport  without  Lessor's  prior  written  consent,  which consent shall not be
unreasonably  withheld,  conditioned or delayed.  The Aircraft shall be operated
only  by  duly  licensed pilot operators currently certificated and qualified to
operate  the  Aircraft  by  the Aeronautics Authority and by any other authority
having jurisdiction therefor, and authorized by the terms of (in accordance with
the  provisions  and requirements of) the insurance policy or policies providing
the  coverages  specified  in  Section  16  hereof.
                               -----------

     10.     MAINTENANCE  OF  AIRCRAFT.  Lessee,  at  its sole cost and expense,
             -------------------------
shall  cause  the  Aircraft  to be maintained under the Maintenance Program, and
shall  service, repair, maintain and overhaul the Aircraft so as to (a) keep the
Aircraft  in  as  good  operating  condition  as when inspected by Lessee on the
Delivery  Date, ordinary wear and tear from proper use thereof excepted, and (b)
keep  the Aircraft in such operating condition and state of maintenance as shall
be  in accordance with prevailing industry standards for an aircraft of the same
type  as  the  Aircraft  and  in  accordance  with the Aeronautics Authority and
Manufacturer  approved  maintenance  program,  but  in  no  event less than such
operating  condition and state of maintenance as may be necessary to satisfy the
safety,  maintenance and airworthiness requirements of the Aeronautics Authority
and  any  other  Governmental  Authority, state or federal, foreign or domestic,
having  jurisdiction  with  respect  thereto.  Lessee covenants that in no event
shall the Maintenance Program with respect to the Aircraft be inferior to, or of
less quality than, its maintenance program with respect to any other aircraft of
similar  type owned or leased by Lessee.  Lessee shall, at its cost and expense,
comply  with  all  applicable  service,  maintenance,  repair  and  overhaul
regulations,  Airworthiness  Directives  and  instructions  of  any  Aeronautics
Authority  and all appropriate maintenance, service, repair and overhaul manuals
and  mandatory service bulletins published by the Manufacturer of the Airframes,
Engines,  accessories,  equipment  and Parts installed on the Aircraft; provided
                                                                        --------
that  any  mandatory  service bulletins shall be performed at the next scheduled
inspection  to  be  performed  on the Aircraft (such scheduled inspection not to
exceed twelve (12) months from the previous scheduled inspection).  All service,
inspection,  overhauls,  maintenance,  directives, repairs and improvements with


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 17
<PAGE>
respect  to  or  affecting  the  Aircraft  shall  be  made and performed only by
appropriately licensed, certificated and qualified personnel, in accordance with
applicable standards of any Aeronautics Authority or any other such Governmental
Authority  having  jurisdiction  with  respect  thereto.  At  its  own  cost and
expense,  Lessee  shall  maintain  in  English  all Aircraft Documents and other
materials  required  by  any  Aeronautics Authority or by any other Governmental
Authority  to  be maintained in respect of the Aircraft.  Lessee agrees that the
Aircraft will not be maintained, used or operated in violation of any applicable
Law  of  any  government  or  Governmental  Authority  having jurisdiction or in
violation  of  any airworthiness certificate, license or regulations relating to
the  Aircraft  issued  by  any  such  authority.

     11.     REPLACEMENT  OF  PARTS;  ALTERATIONS; MODIFICATIONS; AND ADDITIONS.
             ------------------------------------------------------------------
Lessee  may,  at  its  own  cost  and  expense, remove in the ordinary course of
maintenance, service, repair, overhaul or testing, any Part or Engine, provided,
                                                                       ---------
however,  that  Lessee  will,  at its own cost and expense, replace such Part or
-------
Engine  or cause such Part or Engine to be replaced, as promptly as practicable.
Lessee  may,  if  essential  to  its operations, use or install temporary parts,
accessories,  devices  or  other equipment on or in the Aircraft consistent with
its  normal  operations  and  applicable Law, provided that such temporary items
                                              --------
shall be replaced with a Part or Engine in compliance with this Lease as soon as
possible.  Any  such  Part,  Engine, equipment or appliance shall immediately be
and  become  the  property of Lessor and part of the Aircraft and subject to the
terms of this Lease.  In case any part of the Aircraft is required to be altered
or  modified,  or  any  equipment or appliance is required to be altered, added,
replaced  or  modified on any Airframes or any Engine or in either case in order
to  comply  with the Laws or Governmental Authority having jurisdiction over the
Aircraft  (a  "Required Alteration") pursuant to Sections 9 or 10 hereof, Lessee
               -------------------               ----------------
agrees  to  make such Required Alteration at its own expense.  Any such Required
Alteration  shall  immediately  be and become the property of Lessor and part of
the  Aircraft  and  subject  to  the  terms of this Lease.  All Parts or Engines
incorporated  or  installed  in  or  attached  to  any Airframe or any Engine in
connection  with  servicing, repairing, maintaining and overhauling the Aircraft
pursuant  to  the  requirements  hereof  (a  "Replacement")  shall be considered
                                              -----------
accessions  to  such Airframe or the Engine or Enginess, as the case may be, and
shall immediately, without further act, be and become the property of Lessor and
part  of  the  Aircraft  and  subject  to the terms of this Lease.  Lessee shall
purchase any Part or Engine to be replaced, altered or modified pursuant to this
Section  11  in the name of Lessor.  Such Part or Engines shall have a value and
-----------
utility,  useful  life,  maintenance  status  (assuming  maintenance  is then in
compliance  with  this Lease) and good operating condition at least equal to the
Parts  or Engine(s) being replaced (without regard to temporary Parts or Engines
referred  to  above)  and  be  free and clear of all Liens (other than Permitted
Liens).  Lessee  shall, upon the reasonable request by Lessor, deliver to Lessor
a  legal opinion in form and substance satisfactory to Lessor stating that title
and ownership to such Required Alteration or Replacement have been duly conveyed
to  Lessor  under applicable Law and any security interest of Lessor therein has
been  perfected  under  applicable  Law.  Lessee  may, without the prior written
consent  of  Lessor,  affix or install any Part on any Airframe or any Engine or
install any Engine on such Airframe, or make any improvement or addition thereto
other  than  a  Required  Alteration or Replacement (an "Improvement"); provided
                                                         -----------    --------
that  such  Improvement  is  readily  removable  without causing material damage
(Lessee  shall  repair at its expense any damage caused by such removal) to such
Airframe  or  such  Engine  prior  to  the  return  of the Aircraft to Lessor or
impairing  the  value,  utility or condition which such Airframe or Engine would
have  had  if such Improvement had not been so affixed or installed.  Lessee may
at  any time during the  Lease Term remove such removable Improvement at its own
expense  without  causing  at  any  time  during the term material damage to any
Airframe  or  any Engine; provided that Lessee shall repair any damage caused by
                          --------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 18
<PAGE>
such  removal,  and  upon such removal title thereto shall, without further act,
vest  in  Lessee  free  and clear of all Lessor Liens.  In addition, Lessee may,
without  the prior written consent of Lessor, remove any Part that Lessee in the
proper  conduct  of its business determines to be obsolete or no longer suitable
or  appropriate  for  use  on  any Airframe or any Engine; provided that no such
                                                           --------
removal  materially  impairs  the value, utility, useful life or condition which
such  Airframe  or  Engine  would have had if such removal had not been made and
Lessee  shall  repair any damage caused by such removal. Lessee shall not modify
the  Aircraft  (including any Airframe and any Engine) without the prior written
consent  of  Lessor.

     12.     REGISTRATION;  DELIVERY;  RECORDATION;  INSIGNIA  AND  INSPECTION.
             -----------------------------------------------------------------

          (a)     Lessee  shall  cause  the  Aircraft to be registered and shall
maintain  the  registration  of  the  Aircraft  with  the  Aeronautics Authority
pursuant  to  all  applicable Laws in the United States in the name of Lessor as
owner  and  shall not register or permit the registration of the Aircraft in any
other  name  or  under  the  laws  of  any other country.  Lessee shall promptly
provide  Lessor  with  evidence  of  such  registration, filing and recordation.
Lessee  agrees promptly to furnish Lessor such information as may be required to
file  any reports required to be filed by Lessor with any Governmental Authority
as  a  result  of  Lessor's  ownership  of  the  Aircraft.

          (b)     Upon the sale of the Aircraft to Lessor by Lessee, on or prior
to  the  Delivery  Date, Lessor may accept title to the Aircraft and the Bill of
Sale  therefor  from  the Lessee.  On the Delivery Date, Lessor and Lessee shall
inspect  the  Aircraft  and  Lessee  shall execute the Certificate of Acceptance
evidencing  Lessee's  acceptance  of  the  Aircraft  and  accept delivery of the
Aircraft  at  the  location  set forth in the Lease Supplement applicable to the
Delivery  Date.  On the Delivery Date, the Aircraft shall be registered with the
FAA  in  the  name  of  Lessor,  as  owner.

          (c)     Lessee  agrees,  at  its  own  cost and expense, to place such
insignia,  plates  or other identifications on any Airframe and, if practicable,
on  any Engines indicating Lessor's title thereto and Lessor's interest therein,
as Lessor may from time to time reasonably request; and in any event Lessee will
cause  to  be affixed to and maintained on the Airframes, in a location adjacent
to and not less prominent than the airworthiness certificate for the Aircraft is
required  to  be  displayed  under  FAA regulations, and on such Engine, a plate
bearing  the  following  legend  in  English:

          "PROPERTY  OF  AND  LEASED  FROM  C.I.T.  LEASING  CORPORATION".

Except  as  above  provided,  Lessee will not allow the name of any Person to be
placed  on  any  Airframe  or  on  any  Engine  as  a  designation that might be
interpreted  as  a  claim  of ownership;  provided, however, that the Lessee may
                                          --------  -------
cause  any  Airframe to be lettered or otherwise marked in an appropriate manner
for  convenience  of  identification  of  the  interest  of  the Lessee therein.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 19
<PAGE>
          (d)     At all reasonable times upon notice, Lessor shall, at Lessor's
cost,  have  the  right  to  inspect  the Aircraft and the Aircraft Documents of
Lessee pertaining thereto where located, which shall be at the home base airport
for  the  Aircraft.  Lessor  shall  not  however  have  any  duty  to  make such
inspection  and  shall  not  incur  any liability or obligation by reason of not
making  any  such  inspection.

     13.     ASSIGNMENT  AND  SUBLEASING.
             ---------------------------

          (a)     By  Lessee.  Lessee  shall not assign this Lease or any rights
                  ----------
in  or  to  the  Aircraft  or sublease or otherwise relinquish possession of any
Airframe  or  any  Engine  or  install  any  Engine,  or permit any Engine to be
installed,  on  any  airframe other than such Airframe without the prior written
consent of Lessor, which consent shall not be unreasonably withheld, conditioned
or  delayed;  provided,  however,  that Lessee may, without the prior consent of
              --------   -------
Lessor  deliver  any  Airframe  or  any  Engine to the Manufacturer or any other
applicable  manufacturer thereof for testing or other similar purposes or to any
approved  maintenance provider for service, repair, maintenance or overhaul work
on  such  Airframe or Engine or for alterations or modifications in or additions
to  such  Airframe  or  Engine  to the extent required or permitted by the terms
hereof.  Any  attempted assignment or sublease not otherwise expressly permitted
hereby  shall be void and of no effect, unless Lessor first shall have consented
thereto  in  writing.  Lessor's  consent  to  an  assignment  in any one or more
instances shall not impose any obligation upon Lessor to consent to any other or
further assignments.  Lessor's consent to an assignment shall not release Lessee
from  any  obligations  with respect to this Lease unless expressly so stated in
the  written  consent.  Any  sublease or assignment permitted by Lessor shall be
evidenced  by  documentation  which  shall  be  in form and substance reasonably
satisfactory  to  Lessor.  Any administrative, credit, appraisal, legal or other
processing  costs  incurred  by  Lessor  in  connection  with  any  sublease  or
assignment  or  proposed  sublease or assignment, including, without limitation,
costs  to  determine  the  creditworthiness  and acceptability of any sublessee,
assignee  and  sublease  or  assignment, and legal fees and expenses incurred by
Lessor,  shall be for the account of Lessee and payable on demand by Lessor as a
Supplemental  Payment.  Each  such  sublease  and  assignment and all rights and
benefits  thereof, including, without limitation, any rents, casualty values and
other proceeds and products thereof, shall be fully assignable to Lessor without
consent  of  the  sublessee  or  assignee.

          (b)     By  Lessor.  All  rights  of Lessor hereunder may be assigned,
                  ----------
pledged,  mortgaged, transferred or otherwise disposed of, either in whole or in
part  (but  subject  always  to  the  rights  of Lessee under this Lease) to any
Person; provided that such assignment, pledge, mortgage, transfer or disposition
        --------
shall  in  no  way impair Lessee's rights and interests in the Aircraft and this
Lease.  Lessor shall give Lessee notice of any such assignment, and Lessee shall
acknowledge  receipt  thereof  in  writing, and Lessee shall execute and deliver
such  further  documents  and  instruments in connection with such assignment as
shall  be  reasonably  requested  by  Lessor.

     14.     LIENS.  Lessee  will  not  directly  or  indirectly  create, incur,
             -----
assume or suffer to exist any Lien on or with respect to the Aircraft, Airframe,
any Engine, or any Part thereof Lessor's title thereto, or any interest therein,
except (i) the respective rights of Lessor and Lessee as provided in this Lease,
(ii)  the  rights  of  Persons  under  agreements and arrangements to the extent
permitted by the terms of Sections 11 and 13, (iii) Lessor Liens, (iv) Liens for
                          ------------------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 20
<PAGE>
Taxes  being  contested  by  Lessee  in good faith by appropriate proceedings in
accordance  with  Section  17(e)  hereof,  and  (v)  materialmen's,  mechanics',
                  --------------
workmen's,  repairmen's,  employee's, storage or other like Liens arising in the
ordinary  course of business, for amounts the payment of which is either not yet
delinquent or being contested by Lessee in good faith by appropriate proceedings
and  where,  in  Lessor's opinion, there is no danger of the sale, forfeiture or
loss  of  the  Aircraft,  Airframe  or any Engine or any Part, unit or component
thereof.  Lessee,  at  its own expense, will promptly pay, satisfy and otherwise
take  such  actions  as may be necessary to keep the Aircraft, all Airframes and
Engines  free  and  clear  of,  and  to duly discharge or eliminate or bond in a
manner  satisfactory  to  Lessor,  any  such Lien not excepted above if the same
shall  arise  at  any  time.  Lessee will notify Lessor in writing promptly upon
becoming  aware  of  any  tax  or  other Lien that shall attach to the Aircraft,
Airframe  or  any  Engine,  and  of  the  full  particulars  thereof.

     15.     LOSS,  DAMAGE  OR  DESTRUCTION.
             ------------------------------

          (a)     Risk  of  Loss,  Damage or Destruction.  Lessee hereby assumes
                  --------------------------------------
all  risk of loss, damage, theft, taking, destruction, confiscation, requisition
or  commandeering, partial or complete, of or to the Aircraft, however caused or
occasioned,  such  risk  to be borne by Lessee with respect to the Aircraft from
and  including  the  Delivery  Date,  and continuing until the Aircraft has been
returned  to  Lessor  in  accordance  with  the  provisions of Section 4 hereof.
                                                               ---------
Lessee  agrees  that  no  occurrence  specified  in the preceding sentence shall
impair,  in  whole  or  in  part,  any  obligation  of  Lessee under this Lease,
including,  without  limitation,  the  obligation  to  pay  Rent.

          (b)     Payment  of  Casualty Loss Value Upon an Event of Loss.  If an
                  ------------------------------------------------------
Event  of  Loss  occurs with respect to the Aircraft or any Airframe at any time
after  the  date  hereof  and until the Aircraft shall have been returned to the
Lessor  in  accordance  with Section 4 hereof, Lessee shall promptly give Lessor
                             ---------
written  notice  thereof  and  shall, not later than the earlier of the date (a)
three  (3)  days  following  the  date  of receipt of proceeds of insurance with
respect  to  such  Event  of  Loss  and  (b)  on  such date designated by Lessee
occurring on or before the date ninety (90) days after the date of such Event of
Loss, either (x) substitute an airframe for such Airframe in accordance with the
provisions  of  the  succeeding paragraph of this Section 15(b)and substitute an
                                                  -------------
engine for the Engine, if any, with respect to which such Event of Loss occurred
on  the  date  of  substitution  of  said airframe pursuant to the terms of this
Lease,  provided,  that, notwithstanding anything herein to the contrary, Lessee
        --------   ----
must  either  (A)  substitute an airframe in accordance with this Section 15 for
                                                                  ----------
such  Airframe  on  or  prior to the last day of the calendar year on which such
Event  of Loss occurs or (B) agree to indemnify Lessor for all costs, losses and
expenses  (including  but  not limited to the loss of any tax benefits) incurred
directly  or  indirectly  by  Lessor in connection with the substitution of such
Airframe  after  the  last  day of the calendar year on which such Event of Loss
occurs, or (y) pay to Lessor on the Rent Payment Date next following the date of
such  Event  of  Loss (i) all past-due Rent, and (ii) the Casualty Loss Value of
the  Aircraft.  Upon payment in full of the amount specified in Section 15(b)(y)
                                                                ----------------
above,  plus all Supplemental Payments then due and payable by Lessee hereunder,
(1)  the  obligation  of Lessee to pay Basic Rent hereunder shall terminate, (2)
the  prevailing  Lease  Term  shall end, and (3) Lessor will transfer to Lessee,
without  recourse, representation or warranty (except as set forth in Section 19
                                                                      ----------
hereof with respect to title and Lessor Liens), all of Lessor's right, title and
interest  in  and  such  Airframe and Engine (if any) with respect to which such
Event of Loss occurred, as well as all Lessor's right, title and interest in and
to  any  Engine constituting part of the Aircraft but not installed thereon when
such  Event  of  Loss  occurred.


                                       Air Methods 2000 Aircraft Lease Agreement
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<PAGE>
     In  the  event  of  a substitution of an airframe pursuant to the preceding
paragraph,  Lessee  shall purchase in the name of Lessor or cause to be conveyed
to  Lessor,  as  replacement  for  such  Airframe, title to an identical type of
airframe,  free and clear of all Liens other than any Permitted Liens and having
a  value,  utility  and remaining useful life at least equal to, and being in as
good  operating  condition as, such Airframe, assuming that such Airframe was of
the  value,  utility and remaining useful life and in the condition and state of
repair  required by the terms hereof immediately prior to the occurrence of such
Event  of  Loss,  and  if  such  Event of Loss also occurred with respect to any
Engine,  Lessee  shall  duly  convey  or  cause  to  be  conveyed  to Lessor, in
replacement  for  such Engine with respect to which such Event of Loss occurred,
title to one engine with respect to which such Event of Loss has occurred of the
same  or  an improved make, model and manufacturer suitable for installation and
use on the Airframe, free and clear of all Liens other than any Permitted Liens,
having  a  value  and  utility at least equal to, and being in as good operating
condition  as,  the  Engine  with  respect to which such Event of Loss occurred,
assuming  that  the  Engine was in the condition and state of repair required by
the  terms hereof immediately prior to the occurrence of such Event of Loss.  In
either  case,  as  applicable,  prior  to or at the time of any such conveyance,
Lessee, at its own expense, will promptly (i) furnish Lessor with a bill of sale
in  form  and substance satisfactory to Lessor, with respect to such replacement
airframe  or  engine,  as  the case may be, (ii) cause supplements or amendments
hereto,  in  form  and  substance  satisfactory  to  Lessor,  subjecting  such
replacement  airframe  or  engine, as the case may be, to this Lease, to be duly
executed  by Lessee, (iii) furnish Lessor with such evidence of the condition of
such  replacement airframe or engine, as the case may be, and of compliance with
the  insurance  provisions  of Section 16 hereof with respect to the replacement
                               ----------
airframe  or  engine  as Lessor may reasonably request, (iv) deliver to Lessor a
legal  opinion  in  form  and  substance satisfactory to Lessor stating that the
title and ownership to such replacement airframe or engine have been conveyed to
Lessor  under  applicable  Law  and  any  security  interest  is protected under
applicable  Law, and (v) take such other action as Lessor may reasonably request
in  order  that such replacement airframe or engine, as the case may be, be duly
and  properly  titled  in  Lessor and leased hereunder to the same extent as the
Airframe or the Engine replaced hereby.  Upon full compliance by Lessee with the
terms  of  this  paragraph,  Lessor  will  transfer  to Lessee without recourse,
representation or warranty, express or implied, of any nature whatsoever (except
as  set  forth in Section 19 hereof with respect to the title and Lessor Liens),
                  ----------
and  on an "as-is, where-is" basis, all of Lessor's right, title and interest in
and  to  the Airframe, Engine with respect to which such Event of Loss occurred,
and  such  Airframe  or Engine shall thereafter no longer be an "Airframe" or an
"Engine"  (as the case may be) as defined herein.  Thenceforth, for all purposes
hereof, such replacement airframe or such replacement engine shall be deemed the
"Airframe" or an "Engine" (as the case may be) as defined herein and part of the
same  Aircraft  as  was  the  Airframe  or  the  Engine.

          (c)     Event  of  Loss  with  Respect  to  any  Engine.  Upon  each
                  -----------------------------------------------
occurrence  of  an  Event of Loss with respect to any Engine only and not to any
Airframe,  Lessee  shall give Lessor prompt written notice thereof and shall, as
promptly  as  possible  and  in  any  event  within  thirty  (30) days after the
occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor,
as  replacement  for  such  Engine,  title  to  another engine of the same or an
improved  make,  model  and manufacture as the Engine with respect to which such


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 22
<PAGE>
Event  of  Loss  occurred,  free and clear of all Liens other than any Permitted
Liens,  and  having  a value and utility at least equal to, and being in as good
operating  condition  as  the  Engine  with  respect to which such Event of Loss
occurred,  assuming that such Engine was in the condition and repair required by
the terms hereof immediately prior to the occurrence of such Event of Loss; and,
upon  such  conveyance,  Lessee,  at  its own expense, will promptly (i) furnish
Lessor  with  a bill of sale, in form and substance satisfactory to Lessor, with
respect  to such replacement engine, (ii) cause a supplement hereto, in form and
substance  satisfactory  to  Lessor,  subjecting such replacement engine to this
Lease, to be duly executed by Lessee, (iii) furnish Lessor with such evidence of
the  condition  of such replacement engine, and of compliance with the insurance
provisions  of  Section  16  hereof  with  respect to such replacement engine as
                -----------
Lessor  may reasonably request and, (iv) furnish Lessor with a legal opinion, in
form and substance satisfactory to Lessor, stating that title and ownership have
been  duly  conveyed to Lessor under applicable Law and as to such other matters
of  applicable  Law  as  Lessor  may reasonably request, and (v) take such other
action  as Lessor may reasonably request in order that title to such replacement
engine  is  duly  conveyed  to  Lessor and that such replacement engine has been
validly  subjected  to  this  Lease  to  the  same extent as the Engine replaced
thereby.  Upon  full  compliance by Lessee with the terms of this paragraph (c),
Lessor  will  transfer  to  Lessee without recourse, representation or warranty,
express  or  implied,  of  any nature whatsoever (except as to title and freedom
from  Lessor  Liens)  and  on  an "as-is, where-is" basis, Lessor's title to the
Engine  with respect to which such Event of Loss occurred, and such Engine shall
thereafter  no  longer  be  an "Engine" as defined herein.  Thenceforth, for all
purposes  hereof, such replacement engine shall be deemed an "Engine" as defined
herein  and  part  of  the  Aircraft.

          (d)     Application of Other Payments Upon Event of Loss. Any payments
                  ------------------------------------------------
(including,  without  limitation,  insurance  proceeds)  received at any time by
Lessor  or  by Lessee from any insurer, Governmental Authority or other party or
insurer  (except  Lessee) as a result of the occurrence of an Event of Loss will
be  applied  as follows:  (i) (except as provided in Section 16 hereof) any such
                                                     ----------
payments  received  at  any  time by Lessee shall be promptly paid to Lessor for
application  pursuant to the following provisions of this Section 15(d); (ii) if
                                                          -------------
any such payments are received with respect to any Airframe (or the Airframe and
any  Engine  then installed thereon) that has been or is being replaced pursuant
to  Section  15(b), so much of such payments as shall not exceed the cost of any
    --------------
replacement  Airframe,  Engine  to  be purchased pursuant to Section 15(b)hereof
                                                             -------------
shall be applied for payment of (or to reimburse Lessee for its payment of) such
replacement  Airframe,  Engine;  (iii)  if  any  such payments are received with
respect  to any Airframe (or the Airframe and any Engine then installed thereon)
that have not or are not being replaced pursuant to Section 15(b)so much of such
                                                    -------------
payments  as  shall not exceed the amount of the Casualty Loss Value required to
be  paid by Lessee pursuant to Section 15(b)hereof shall be applied in reduction
                               -------------
of  Lessee's  obligation to pay such amounts, if not already paid by Lessee, or,
if  already paid by Lessee, shall be applied to reimburse Lessee for its payment
of  such  amounts  unless  an  Event  of  Default  shall  have  occurred  and be
continuing;  (iv)  if  any such payments are received with respect to any Engine
that  has  been  or is being replaced pursuant to Section 15(c), so much of such
payments as shall not exceed the cost of any replacement Engine or Engines to be
purchased pursuant to Section 15(c)hereof shall be applied for payment of (or to
                      -------------


                                                                         Page 23
<PAGE>
reimburse  Lessee for its payment of) such replacement Engine or Engines, unless
an  Event of Default shall have occurred and be continuing; and (v) the balance,
if any, of such payments remaining thereafter shall be paid to Lessee, unless an
Event  of  Default  shall  have  occurred  and  be  continuing.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 24
<PAGE>
     16.     INSURANCE.
             ---------

          (a)     Public  Liability  and  Property  Damage  Liability Insurance.
                  -------------------------------------------------------------
Lessee,  at  its own expense, shall maintain in effect comprehensive third party
aircraft  liability  insurance  against bodily injury and property damage losses
arising  from  ground,  flight and taxiing exposures, including, but not limited
to,  passenger  legal  liability, cargo liability (with a sublimit of $300,000),
contractual liability and products liability insurance, during the Lease Term in
an amount not less than $30,000,000 for any one accident, or series of accidents
arising  out  of  any  one occurrence, with respect to the Aircraft and Items of
Equipment.  Such  policy  shall  include war and allied risks in accordance with
standard market practice.  Any such liability insurance policy may be subject to
a  deductible  in an amount not to exceed the greater of $50,000 or five percent
(5%)  of the insured hull value per occurrence or such lesser amount as shall be
equivalent  to  the  industry standard for aircraft of the same type operated by
businesses  similarly situated to Lessee.  All such policies shall be maintained
in  effect  with  insurers  and/or  reinsurers  of  recognized  reputation  and
responsibility,  reasonably  satisfactory  to  Lessor  but  in no event having a
rating  in  Best's  Insurance Guide and Key Ratings of less than "A, VIII".  Any
policies  of  insurance  carried  in  accordance  with  this  Section 16 and any
                                                              ----------
policies  taken  out  in  substitution  or  replacement for any of such policies
shall:  (i) name Lessor (including its successors, assigns, officers, directors,
agents  and employees for purposes of this Section 16) and any other Indemnified
                                           ----------
Party  (each  sometimes  called  an  "additional  insured"  in this Section 16),
                                      -------------------           ----------
together  with  any  of  their  respective successors and assigns, as additional
insureds;  (ii)  provide  that  in  respect  of  the interests of Lessor and any
Indemnified  Party  such  policies  of  insurance  shall  insure Lessor and such
Indemnified  Party  regardless  of  any  breach  or  violation  of any warranty,
declarations  or  conditions contained in such policies by Lessee; (iii) provide
that  if the insurers cancel such insurance for any reason whatever, or the same
is  allowed  to  lapse  for  nonpayment  of premium, or if there is any material
change  in policy terms and conditions, such cancellation, lapse or change shall
not  be  effective  until  thirty  (30)  days  after  receipt  by Lessor and any
Indemnified  Parties  of written notice from such insurers of such cancellation,
lapse  or  change (ten (10) days for non-payment of premiums and with respect to
war  risk  insurance,  such  shorter  period  of  seven  (7) days or as shall be
customary  on  the  London market for such insurance in such area of the world);
(iv)  provide  that any additional insured, including Lessor nor any Indemnified
Party,  shall  have any responsibility for any premiums, commissions or calls in
connection  with  such  insurance;  (v)  waive  any  right of the insurer to any
setoff,  counterclaim or other deduction, whether by attachment or otherwise, in
respect  of any liability of Lessor or any additional insured; (vi) provide that
the  issuer  shall  waive  any rights of subrogation against Lessor or any other
additional  insured  to  the  extent  that  Lessee has waived its rights in this
Agreement;  (vii)  include  at  a  minimum the geographic limits, if any, of all
territories  over  which  the Aircraft will be operated; (viii) provide that any
reinsurance  policy  required  under  this  Agreement  shall,  to  the  extent
applicable,  contain  a  standard "cut through clause" for the benefit of Lessor
and  the  other additional insureds; and (ix) provide that all payments shall be
made  in  United  States  Dollars.  Each  liability  policy shall (A) be primary
without  right  of  contribution  from  any  other insurance which is carried by
Lessor  and (B) expressly provide that all of the provisions thereof, except the
limits  of  liability,  shall  operate  in  the  same  manner as if there were a
separate  policy  covering  each  insured.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 25
<PAGE>
          (b)     Insurance  Against Loss or Damage to the Aircraft.  Lessee, at
                  -------------------------------------------------
its  own  expense,  shall  maintain in effect with insurers and/or reinsurers of
recognized  reputation  and responsibility reasonably satisfactory to Lessor but
in  no  event  having a rating in Best's Insurance Guide and Key Ratings of less
than "A, VIII":  (i) all-risk ground and flight aircraft hull insurance covering
the  Aircraft (including taxiing exposures); (ii) all-risk coverage with respect
to  Engines  (including  any  spare engine), Parts or Landing Gear while removed
from  the  Aircraft;  and  (iii)  war  risk  and  hijacking  (including
political/non-political  hijacking  and acts of terrorism) coverages, including,
but  not  limited  to, coverage against government confiscation, expropriations,
nationalization  or seizure, including the government of registry (if other than
the  United  States).  All  such  insurance  shall  be  in full force and effect
throughout  any  geographical  areas at any time over which the Aircraft will be
operated,  shall  be payable in Dollars in the United States and shall be in the
amount  of  the  applicable  Casualty Loss Value (based on the Aircraft Cost for
each  set  forth  in  the applicable Schedule to this Lease) which is the agreed
value  between Lessor and Lessee.  Any hull insurance carried in accordance with
this  Section  16  shall not contain any provision for self-insured amounts or a
      -----------
deductible,  provided  that  such insurance may be subject to a deductible which
does  not  exceed  $50,000  per occurrence. Each Engine, after removal, shall be
insured  for  not  less  than of the greater of (C) the applicable Casualty Loss
Value  which  is  the  agreed value between Lessor and Lessee and (D) the amount
necessary  to  obtain  a  replacement  Engine meeting the requirement of Section
                                                                         -------
15(c)  hereof  under a ground risks policy reasonably acceptable to Lessor.  Any
----
policies  carried  in  accordance  with  this  Section 16:  (1) shall be primary
                                               ----------
without  right of contribution from any other insurance which is carried by each
additional  insured,  including Lessor or any Indemnified Party, with respect to
the Aircraft; (2) shall provide that if such insurance is canceled or materially
changed  for  any  reason  whatsoever,  or  the  same  is  allowed  to lapse for
non-payment  of  premium,  such  cancellation,  change  or  lapse  shall  not be
effective  as  to  each  additional insured, including Lessor or any Indemnified
Party, for thirty (30) days (ten (10) days for non-payment of premiums and, with
respect to war risk insurance, seven (7) days or such shorter period as shall be
customary  on  the  London  market for such insurance in such area of the world)
after  receipt  by  Lessor and any Indemnified Party of written notice from such
insurers  of  such  cancellation or lapse or material change in policy terms and
conditions;  (3) shall provide that partial losses of less than $50,000 shall be
adjusted by and payable to Lessee (so long as no Default or Event of Default has
occurred  and  is continuing hereunder), but that in the event of a greater loss
than  $50,000  the  entire  insurance shall be adjusted by Lessee and Lessor and
payable  as provided below; (4) shall provide that in respect of the interest of
each  additional  insured,  including  Lessor  or any Indemnified Party, in such
policies  the insurance shall insure Lessor or such Indemnified Party regardless
of  any  breach  or  violation  of  any  warranties,  declarations or conditions
contained  in  such  policies by Lessee or any other Person; (5) shall waive any
rights  of  set  off,  counterclaim  or  deduction,  whether  by  attachment  or
otherwise,  and  all  rights  of subrogation against Lessor, and any Indemnified
Party,  together  with their respective successors, assignors, agents, officers,
employees and servants; (6) shall provide that neither Lessor nor any additional
insured  or  other  Indemnified Party shall have any liability for any premiums,
commission  or  calls  in  connection  with such insurance; (7) to the extent of
reinsurance,  if  applicable,  includes  a  cut-through  provision  permitting
additional insured including Lessor and any Indemnified Party to file claims and
to  obtain  payment directly from the reinsurers under the reinsurance policies;
and  (8)  subject  to clause (3) above, shall name Lessor as sole loss payee for
                      ----------
the  account  of  all interests with respect to all insurance proceeds up to the
amount  of  the  Casualty  Loss  Value.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 26
<PAGE>
          Lessor  is not under any duty or obligation to verify the existence or
adequacy  of  any  insurance.

          Lessee  may  obtain  or  maintain  additional  hull  insurance  on the
Aircraft,  over  and  above  the Casualty Loss Value hereunder, provided that it
does  not adversely affect the coverage required to be maintained hereunder; and
Lessee  shall  be  the  sole  loss  payee  with  respect  to  such  insurance.

          (c)     Application  of Proceeds in an Event of Loss of Aircraft.  All
                  --------------------------------------------------------
insurance  payments received from policies maintained by Lessee as the result of
the  occurrence  of  an  Event  of  Loss  shall  be applied as follows:  If such
payments  are  received  with  respect to any Airframe and the Engines installed
thereon,  Lessor  and  Lessee  shall proceed diligently and cooperate fully with
each  other  in  the  recovery  of  any and all proceeds of insurance applicable
thereto,  and such insurance proceeds shall be paid to Lessor in an amount equal
to  the  Casualty  Loss  Value.

          (d)     Application  of  Proceeds  in the Absence of an Event of Loss.
                  -------------------------------------------------------------
As  between  Lessor  and Lessee, insurance payments with respect to any property
damage  to  the  Aircraft  or any Part thereof not constituting an Event of Loss
with  respect  thereto  will  be  applied  in payment repairs or for replacement
property  in  accordance  with  the  terms  of Sections 10 and 11 hereof, if not
                                               ------------------
already  paid by Lessee (or to reimburse Lessee for such repairs or replacements
already  paid  by  Lessee), and any balance remaining after compliance with such
Sections  with  respect  to  such  loss  shall be paid to Lessee or as otherwise
directed by Lessee.  Any amount which is payable to Lessee under this Section 16
                                                                      ----------
shall not be paid to Lessee if at the time of such payment a Default or an Event
of Default shall have occurred and be continuing, but shall be held by Lessor as
security for the obligations of Lessee under this Lease and such amount shall be
paid  to  Lessee  at such time as there no longer exists any Default or Event of
Default.

          (e)     Reports,  Etc.  Lessee's  insurance  underwriters  shall  be
                  --------------
required  to  advise Lessor in writing promptly of any default in the payment of
any  premium  and of any other act or omission on the part of Lessee which might
invalidate  or  render  unenforceable, in whole or in part, any insurance on the
Aircraft.  Not  less  than two (2) Business Days prior to the Delivery Date, and
thereafter on or prior to each renewal or replacement by Lessee of the insurance
required hereby, Lessee will furnish to Lessor one or more original certificates
each executed and delivered by an insurance underwriters appointed by Lessee and
approved by Lessor (which approval shall not be unreasonably withheld) and other
proper  evidence of endorsement of Lessor  on the insurance policies required to
be maintained under this Section 16, which together shall describe in reasonable
                         ----------
detail  insurance  carried  on the Aircraft and shall certify that the insurance
then  maintained  on the Aircraft complies with the terms of this Lease.  Lessee
will  cause  each such approved insurance underwriters to agree to advise Lessor
in  writing  at  least thirty (30) days (seven (7) days or such lesser period as
may  from  time  to  time  be  applicable in the case of any war risk and allied
perils  coverage)  prior  to the non-renewal, termination or cancellation by the
underwriters  for  any reason (including, without limitation, failure to pay the
premium  therefor)  of  any  such insurance or as soon as possible in respect of
"non-renewal"  or  automatic  termination  for war risk.  Not less than five (5)
Business  Days  before  the  expiration  or  termination  date  of any insurance
required  hereunder,  Lessee  will  provide  Lessor  with  telexed or telecopied
confirmation  from  Lessee's  insurance  brokers  certifying  that  renewal
certificates  of  insurance  evidencing  the  renewal  or  replacement  of  such
insurance  pursuant  to  the provisions of this Section 16 will be issued on the
                                                ----------
termination  date  of the prior certificate of insurance coverage.  Within seven
(7) days after such renewal, Lessee will furnish to Lessor a certificate of such
insurance  coverage  from  such  insurance  broker.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 27
<PAGE>
          (f)     Lessor's  Additional  Insurance.  Lessor, at its option and at
                  -------------------------------
its  sole  expense, may obtain insurance with respect to the Aircraft; provided,
                                                                       --------
that  no  such  insurance  shall  have  the  effect  of  suspending,  impairing,
defeating,  invalidating  or rendering unenforceable or reducing, in whole or in
part, the coverage of or the proceeds payable under any insurance required to be
provided  and  maintained  by  Lessee pursuant to this Section 16.  Lessee shall
                                                       ----------
have  no  right  to any proceeds of any insurance policies maintained by Lessor.

          (g)     Lessee's  Additional  Insurance.  Lessee, at its option and at
                  -------------------------------
its  sole expense, may obtain additional insurance with respect to the Aircraft;
provided, that no such insurance shall have the effect of suspending, impairing,
--------
defeating,  invalidating  or rendering unenforceable or reducing, in whole or in
part, the coverage of or the proceeds payable under any insurance required to be
provided and maintained pursuant to this Section 16.  Lessor shall have no right
                                         ----------
to  any  proceeds  of  any  insurance  policies  maintained  by Lessee except as
provided  in  the  Lease  Documents.

     17.     GENERAL  TAX  INDEMNIFICATION.
             -----------------------------

          (a)     Lessee  agrees  that all payments by Lessee in connection with
the transactions contemplated by this Lease shall be free of all withholdings of
any  nature  whatsoever  (including,  without  limitation,  withholding  taxes,
monetary  transfer  fees,  or  similar  taxes and charges), and in the event any
withholding is required, Lessee shall pay the same together with such additional
amount  as  is  required  so  that  each  such  payment  shall  be,  under  any
circumstances  and  in  any  event,  in  the  amount as set forth or referred to
herein.  Lessee  shall  pay,  and  shall  hold each Tax Indemnitee harmless from
liability  for,  any and all sales, use, business, gross or net income, personal
property,  license,  documentation, transfer, fuel, leasing, occupational, value
added,  excess  profits,  excise,  gross  or  net  receipts,  franchise,  stamp,
environmental  and  other  taxes,  levies, imposts, withholdings, charges, fees,
assessments  or  duties  of  any  nature,  together  with  any penalties, fines,
additions  to  tax  or  interest  thereon imposed by any Federal, state or local
government  or  taxing authority in the United States, or by any foreign country
or  any  taxing authority or subdivision thereof ("Taxes"), upon or with respect
                                                   -----
to,  based  upon  or  measured  by  the Aircraft or any Part thereof or interest
therein,  or  the  manufacture,  purchase,  financing,  refinancing,  ownership,
delivery,  leasing,  subleasing,  registration,  possession,  use,  location,
operation  (including,  without  limitation,  landing  and  take-off),  return,
replacement,  storage,  transfer  of  title,  acceptance  or  other  disposition
thereof,  or  the  rentals,  receipts  or earnings arising therefrom (including,
without limitation, the Rent) or otherwise with respect to or in connection with
the  transactions  contemplated  by this Lease or the other Operative Documents,
and  any  out-of-pocket  costs and expenses attributable to any of the foregoing
incurred  by  any  Tax Indemnitee; provided, however, that Lessee shall have not
                                   --------  -------
such  obligation with respect to (i) Taxes (other than sales, use, rental, value
added  and similar taxes) imposed by the Federal government of the United States
upon  or  with  respect  to,  based on or measured by, the net income of any Tax
Indemnitee;  (ii)  Taxes which are net income, capital, net worth, franchise, or


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 28
<PAGE>
similar conduct of business taxes which are imposed on any Tax Indemnitee by any
state  or  local taxing authority in the United States; (iii) Taxes imposed as a
result of a voluntary transfer or other disposition by Lessor of the Aircraft or
any  Part thereof or interest therein, unless such transfer or other disposition
occurs  by  reason  of  exercise  of  Lessor's  remedies  under this Lease after
occurrence  of  a Default or an Event of Default; (iv) Taxes imposed as a direct
and  primary  result  of  any  Tax  Indemnitee's  gross  negligence  or  willful
misconduct;  and  (v)  Taxes imposed as a result of Lessor's failure to file any
Tax  report or return in a timely or proper manner (provided Lessee has complied
with  Section  17(b)hereof).
      --------------

          (b)     Reports.  In  case  of  any  report  or return to be made with
                  -------
respect to any obligation of Lessee under this Section 17 or arising out of this
                                               ----------
Section  17, Lessee will either (i) make such report or return in such manner as
-----------
will  show  the  ownership  in  Lessor  of the Aircraft, and send a copy of such
report  or  return  to  the  relevant  Tax  Indemnitee  or  (ii) notify such Tax
Indemnitee  of such requirement and make such report or return in such manner as
shall  be  satisfactory  to  such Tax Indemnitee.  Lessee shall, at its expense,
duly  file  all  required  reports  and  returns  respecting  all  Taxes paid or
indemnified  against  by Lessee pursuant to Section 17(a)to the extent Lessee is
                                            -------------
permitted  to do so; provided, however, that if the same must be filed by an Tax
                     --------  -------
Indemnitee,  Lessee  will  advise such Tax Indemnitee of the necessity of filing
the  same  and,  in  sufficient  time  before the same are due, furnish such Tax
Indemnitee  with a completed copy thereof and funds in the amount required to be
submitted, together with any additional information and records relating thereto
as  such  Tax  Indemnitee  may  reasonably  request.  Lessee shall hold such Tax
Indemnitee  harmless  from  and  against  any  liabilities, obligations, losses,
damages,  penalties,  claims,  actions,  suits  and  costs  arising  out  of any
insufficiency or inaccuracy in any information in such report or return filed or
supplied  by  Lessee.  Lessee  shall  make available to such Tax Indemnitee such
other  information  and  records  as  are  maintained  by  Lessee  regarding the
location,  operation  or  use of the Aircraft.  If any Tax Indemnitee reasonably
requests  additional  information  relating to any Part or the operation, use or
location thereof, Lessee shall make available such other information and records
as  it  maintains  in  the  course  of  its  business.

          (c)     After-Tax  Nature of Indemnity.  (i)  Lessee agrees that, with
                  ------------------------------
respect  to  any  indemnity  payment  under  this  Lease,  including,  without
limitation,  this  Section  18,  such indemnity payment shall include any amount
                   -----------
necessary  to  hold  each Tax Indemnitee harmless on an after-tax basis from all
Taxes  required to be paid by such Tax Indemnitee with respect to such indemnity
payment  under  the  laws  of  any  Federal, state or local government or taxing
authority  in  the  United  States, or under the laws of any taxing authority or
subdivision  of  a  foreign  country.

               (ii)     For purposes of this Section 17(c), calculations made on
                                             -------------
an after-tax basis shall be made assuming the maximum statutory rates applicable
to  the  recipient  for  the relevant year, after taking into account deductions
attributable  to  the imposition of other taxes (such as state and local taxes),
which  would similarly be calculated on the basis of the maximum statutory rates
for  which  such  deduction  was  available  for  the  applicable  year.

          (d)     Payment of Taxes and Indemnities.  Lessee shall, to the extent
                  --------------------------------
permissible,  pay all Taxes directly and shall reimburse each Tax Indemnitee for
all Taxes paid or payable by such Tax Indemnitee within ten (10) days of receipt
of  written  notice that reimbursement for such amount is due.  Lessee shall pay
all  indemnities and other amounts due hereunder within five (5) days of receipt
of  written  notice  that  reimbursement  for  such  amount  is  due.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 29
<PAGE>
          (e)     Contest.  If  a  written  claim  is  made  against  any  Tax
                  -------
Indemnitee  for  any  Taxes  for  which  Lessee  is  responsible  under  Section
                                                                         -------
17(a)hereof,  such Tax Indemnitee shall promptly notify Lessee;  provided, that,
----                                                             --------
the  failure  to  provide  such  notice  shall  not  affect Lessee's obligations
hereunder  to such Tax Indemnitee unless such failure shall preclude the contest
of  such  claim.  If  reasonably  requested  by Lessee in writing within 30 days
after  such  notification,  and  upon determination that the amount of the claim
exceeds $25,000 and that the action to be taken will not, in the sole opinion of
Lessor,  result  in  any  material danger of sale, forfeiture or loss of, or the
creation of any Lien on the Aircraft or any interest therein (or in the event of
such  material  danger  of sale, forfeiture, loss or lien, Lessee shall have not
obtained  a  bond  satisfactory to Lessor in Lessor's sole discretion), such Tax
Indemnitee  shall  upon receipt of an indemnity reasonably satisfactory to it at
the sole expense of Lessee (including, without limitation, all reasonable costs,
expenses,  losses,  legal and accountant's fees and disbursements, penalties and
interest)  in  good  faith contest the validity, applicability or amount of such
Taxes by in such Tax Indemnitee's sole discretion (i) resisting payment thereof;
(ii)  not  paying  the  same  except  under protest, if protest is necessary and
proper;  and  (iii)  if  payment  is  made, using reasonable efforts to obtain a
refund  thereof in appropriate administrative or judicial proceedings; provided,
                                                                       --------
however,  that  such  Tax Indemnitee shall not be required to take any action to
-------
contest  a  claim  unless  (x)  Lessee  provides  an  opinion  of tax counsel of
nationally recognized standing selected by Lessee and reasonably satisfactory to
such  Tax  Indemnitee,  to the effect that there is a reasonable basis under the
standard  set forth in ABA Formal Opinion 85-352 or any successor thereto in law
and  fact  for  contesting  such  proposed  adjustment  (which  opinion shall be
obtained  at  Lessee's sole cost and expense), (y) in the event that the subject
matter  of the contest is of a continuing nature and has previously been decided
adversely pursuant to the contest provisions of this Section 17(e)by the highest
                                                     -------------
court  to  which  an  appeal  was  taken,  there  has  been  a change in the law
(including,  without  limitation,  amendments  to  statutes  or  regulations,
administrative  rulings and court decisions) after such claim shall have been so
previously  decided  and  such  Tax Indemnitee shall have received an opinion of
independent  tax counsel selected by such Tax Indemnitee, which opinion shall be
obtained  at  Lessee's  sole  expense,  to  the effect that, as a result of such
change  it  is  (at  least)  as  likely  as not that the position which such Tax
Indemnitee or Lessee, as the case may be, will assert in any contest of such Tax
would  prevail,  and  (z) prior to the commencement of any contest, Lessee shall
have delivered to such Tax Indemnitee a written acknowledgment of its obligation
to  fully  indemnify  Lessor  to  the extent the contest is not successful.  Any
contest required pursuant to the preceding sentence shall, at the option of such
Tax  Indemnitee,  be  conducted  by such Tax Indemnitee or Lessee in the name of
Lessee  or  such  Tax Indemnitee.  If any contest involves payment of the Tax in
question,  Lessee  shall  either  make  such payment directly to the appropriate
authority  or  advance  to  such  Tax  Indemnitee  sufficient  funds  (on  an
interest-free  basis)  to  make  such  payment.

          If  a Tax Indemnitee shall obtain an actual refund or credit of all or
any  part  of  any Taxes paid by Lessee, such Tax Indemnitee shall pay to Lessee
the  amount  of  such  refund  or  credit  (taking  into account any tax savings
resulting  therefrom), net of expenses not already paid or reimbursed by Lessee,
and  any  interest  fairly  attributable thereto plus an amount equal to the Tax
savings  realized  by  such  Tax Indemnitee as a result of any payment to Lessee
pursuant  to  this  paragraph;  provided, however, that such amount shall not be
                                --------  -------


                                       Air Methods 2000 Aircraft Lease Agreement
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payable  before Lessee makes all payments and indemnities to such Tax Indemnitee
then due hereunder; and, provided further, however, that the aggregate amount of
                         -------- -------  -------
all  payments  with respect to any Taxes made by such Tax Indemnitee pursuant to
this  sentence  shall  not  exceed  the aggregate amount of all payments made by
Lessee  to  such Tax Indemnitee pursuant to this Section 17 with respect to such
                                                 ----------
Taxes.

          Notwithstanding  anything  to the contrary herein, (x) if a Default or
Event  of  Default  shall  have  occurred and be continuing, Lessee shall not be
entitled,  and  no Tax Indemnitee shall be obligated, to commence or to continue
any  contest hereunder and (y) in no event shall a Tax Indemnitee be required to
appeal  an  adverse  judicial  decision  to  the  United  States  Supreme Court.

          Lessee  shall  not  be  deemed  to  be  in  default  under  any of the
indemnification  provisions  of  this  Section  17  while it or a Tax Indemnitee
                                       -----------
diligently  prosecutes  such  contest  pursuant  to  this  Section  17(e).
                                                           --------------

          Nothing  contained  in  this  Section  17(e)shall  require  any  Tax
                                        --------------
Indemnitee  to  contest  or  permit  Lessee  to  contest  a claim which it would
otherwise  be  required  to  contest  pursuant to this Section 17(e) if such Tax
Indemnitee  shall  waive payment by Lessee of any amount that might otherwise be
payable  by  Lessee  under  Section  17(a)by way of indemnity in respect of such
                            --------------
claim.

          (f)     Affiliated Group.  The terms "Lessor" and "Tax Indemnitee" for
                  ----------------
purposes  of  this Section 17 shall include the affiliated group of corporations
                   ----------
and  each  member  thereof  (within  the meaning of Section 1504 of the Code) of
which Lessor or a Tax Indemnitee is or shall become a member if such group shall
file  a  consolidated  United  States  Federal  income  tax  return.

          (g)     Survival.  The provisions of this Section 17 shall survive the
                  --------                          ----------
expiration  or  termination  of  this  Lease.

     18.     GENERAL INDEMNITIES.  (a)  Lessee hereby assumes liability for, and
             -------------------
does  hereby  agree,  whether or not any of the transactions contemplated hereby
are  consummated, to indemnify, protect, save, defend, and hold harmless each of
Lessor  and  its  respective  officers,  directors,  stockholders,  successors,
assigns,  agents and servants (but excluding the Manufacturer), (each such party
being herein, for purposes of this Section 18, called an "Indemnified Party") on
                                                          -----------------
an  after-tax basis from and against any and all obligations, fees, liabilities,
losses,  damages,  penalties,  claims, demands, actions, suits, judgments, costs
and  expenses,  including  legal  expenses,  of every kind and nature whatsoever
("Loss")  imposed on, incurred by, or asserted against any Indemnified Party, in
------
any  way  relating  to  or  arising  out  of  (a) the manufacture, construction,
ordering,  purchase,  acceptance  or rejection, ownership, titling or retitling,
registration  or re-registration, delivery, leasing, releasing, possession, use,
operation,  maintenance,  storage, removal, return, sale or other disposition of
the  Aircraft, or any portion thereof (including without limitation any Airframe
and  any  Engine)  and,  including, without limitation, any of such as may arise
from  (i)  loss or damage to any property or death or injury to any person, (ii)
patent  or latent defects in the Aircraft (whether or not discoverable by Lessee
or  any  Indemnified Party), (iii) any claims based on strict liability in tort,
and (iv) any claims based on patent, trademark or copyright infringement, or (b)
this  Lease,  the  Operative  Documents  or any failure on the part of Lessee to
perform  or  comply  with  any of the terms of this Lease or the other Operative
Documents  to  which  it  is  a  party.


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<PAGE>
          (b)     Notwithstanding  the preceding paragraph (a), Lessee shall not
be obligated to make any payment by way of indemnity to any Indemnified Party in
respect  of  (i) any Loss of such Indemnified Party which results from or arises
out  of  the  gross  negligence or willful misconduct of such Indemnified Party,
(ii)  any Loss arising out of and relating to the period after the return of the
Aircraft in accordance with the terms of this Lease, (iii) any Loss which arises
from  the  creation or existence of Lessor Liens, (iv) any Loss which relates to
any  sale,  pledge, mortgage, assignment, transfer or other disposition (whether
voluntary  or  involuntary)  by  such  Indemnified Party of any interest of such
Indemnified  Party  in  the Aircraft, any Airframe, any Engine or any Part other
than  a  transfer  or  disposition  in connection with an Event of Default under
Section  23  hereof, the exercise of remedies pursuant to Section 24 hereof or a
-----------                                               ----------
transfer  or disposition pursuant to Section 8 hereof effected solely by Lessor,
                                     ---------
(v)  any  Tax  (it being understood that Section 17 hereof and the Tax Indemnity
Agreement  provide  for  Lessee's liability with respect to Taxes), and (vi) any
Loss which constitutes expenses that such Indemnified Party shall have expressly
agreed  in  this Lease or any agreement relating hereto or thereto by which such
Indemnified  Party  is  expressly  bound to bear without right of reimbursement.

          (c)     Lessee  shall give each Indemnified Party prompt notice of any
occurrence,  event  or  condition  known to Lessee as a consequence of which any
Indemnified  Party  may  be entitled to indemnification hereunder.  Lessee shall
forthwith  upon  demand of any such Indemnified Party reimburse such Indemnified
Party  for amounts expended by it in connection with any of the foregoing or pay
such amounts directly.  If any Indemnified Party shall obtain a repayment of any
indemnified  amount paid by Lessee, such Indemnified Party shall promptly pay to
Lessee  the  amount  of  such repayment together with the amount of any interest
received  by  such  Indemnified  Party  on  account  of  such  repayment.

          (d)     Subject to the provisions of Section 18(c)hereof, Lessee shall
                                               -------------
pay  directly  to  each  Indemnified Party all amounts due under this Section 18
                                                                      ----------
within  five  (5)  days  of  the  receipt  of written notice by Lessee from such
Indemnified  Party  that  such  payment  is  due.

          (e)     On  the  Expiration  Date,  Lessee  shall  be subrogated to an
Indemnified  Party's  rights  in  any  matter  with  respect to which Lessee has
actually  reimbursed  such  Indemnified  Party for amounts expended by it or has
actually  paid  such  amounts directly pursuant to this Section 18.  In case any
                                                        ----------
action,  suit  or  proceeding  is  brought  against  any  Indemnified  Party  in
connection  with any claim indemnified against hereunder, such Indemnified Party
will,  promptly after receipt of notice of the commencement of such action, suit
or proceeding, notify Lessee thereof, enclosing a copy of all papers served upon
such  Indemnified  Party.  Lessee may, and upon such Indemnified Party's request
will, at Lessee's expense, resist and defend such action, suit or proceeding, or
cause  the  same  to  be  resisted or defended by counsel selected by Lessee and
reasonably  satisfactory  to  such  Indemnified  Party  and  in the event of any
failure  by Lessee to do so, Lessee shall pay all costs and expenses (including,
without  limitation,  reasonable  attorney's fees and expenses) incurred by such
Indemnified  Party  in  connection with such action, suit or proceeding.  Lessor
agrees  that  no  claim which is indemnifiable hereunder shall be compromised or
settled  without the prior written consent of Lessee, which consent shall not be
unreasonably  withheld.


                                       Air Methods 2000 Aircraft Lease Agreement
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<PAGE>
          (f)     Lessee  agrees  that, with respect to any payment or indemnity
hereunder,  such payment or indemnity shall include any amount necessary to hold
the Indemnitee harmless on an after-tax basis from all Taxes required to be paid
by  such  Indemnified  Party with respect to such payment or indemnity under the
laws of any Federal, state or local government or Taxing Authority in the United
States, or under the laws of any Taxing Authority or governmental subdivision of
a  foreign country.  For purposes of this Section 18(f), calculations made on an
                                          -------------
after-tax basis shall be made assuming the maximum statutory rates applicable to
the  recipient  for  the  relevant  year,  after  taking into account deductions
attributable  to  the imposition of other taxes (such as state and local taxes),
which  would similarly be calculated on the basis of the maximum statutory rates
for  which  such  deduction  was  available  for  the  applicable  year.

          (g)     The indemnities contained in this Section 18 shall continue in
                                                    ----------
full  force  and  effect  notwithstanding the expiration or other termination of
this  Lease,  and are expressly made for the benefit of and shall be enforceable
by  each  Indemnified  Party.

     19.     NO  WARRANTIES.  LESSOR NOT BEING THE MANUFACTURER OR VENDOR OF THE
             --------------
AIRCRAFT,  ANY  AIRFRAME  OR  ANY ENGINE OR ANY PART, MAKES NO REPRESENTATION OR
WARRANTY,  EITHER  EXPRESS  OR  IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE AIRCRAFT, ANY AIRFRAME OR ANY
ENGINE,  ITS  MERCHANTABILITY,  DURABILITY,  SUITABILITY  OR ITS FITNESS FOR ANY
PARTICULAR  PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT,
AIRFRAME  OR  ANY ENGINE, OR THE CONFORMITY OF THE AIRCRAFT, ANY AIRFRAME OR ANY
ENGINE  TO  THE  PROVISIONS  AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING
THERETO,  AND LESSOR HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (WHICH
DISCLAIMER  LESSEE HEREBY ACKNOWLEDGES).  WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING,  LESSOR  SHALL  NOT  BE LIABLE OR RESPONSIBLE FOR ANY DEFECTS, EITHER
PATENT  OR  LATENT (WHETHER OR NOT DISCOVERABLE BY LESSEE), IN THE AIRCRAFT, ANY
AIRFRAME  OR  ANY  ENGINE,  OR  FOR  ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR
PROPERTY  RESULTING  THEREFROM,  OR  FOR  LESSEE'S  LOSS OF USE OF THE AIRCRAFT,
AIRFRAME  OR  ANY  ENGINE OR FOR ANY INTERRUPTION IN LESSEE'S BUSINESS CAUSED BY
LESSEE'S  INABILITY  TO  USE THE AIRCRAFT, AIRFRAME OR ANY ENGINE FOR ANY REASON
WHATSOEVER.  NOTWITHSTANDING  THE  FOREGOING,  Lessor  represents,  warrants and
covenants  to  Lessee that (i) it has full power and authority to enter into and
perform  this  Lease  and the other Lease Documents to which it is a party, (ii)
the  execution,  delivery  and  performance  of  this  Lease and the other Lease
Documents  to  which  it  is  a party have been duly authorized by all necessary
action  on  the  part  of  Lessor,  do  not  require any stockholder approval or
approval  or  consent of any trustee or holders of any debt or other obligations
of  Lessor,  and  do  not  contravene  any  provision  of  any  applicable  Law,
governmental  rule,  regulation  or  order,  the  by-laws  or  other constituent
documents  of  Lessor  or  any  indenture,  mortgage, contract or other material


                                       Air Methods 2000 Aircraft Lease Agreement
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<PAGE>
agreement  or instrument to which Lessor is a party or by which it or any of its
assets  may  be  bound  or  affected, (iii) this Lease constitutes the valid and
legally  binding  obligation  of Lessor enforceable against Lessor in accordance
with  its  terms,  except  as  such  enforceability may be limited by applicable
bankruptcy,  insolvency  or  other  similar  laws  affecting  creditors'  rights
generally and general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity), (iv) on the Delivery Date it
will have such good and marketable title to the Aircraft as it receives from the
Manufacturer  free  and  clear  of  all  Lessor  Liens and (v) so long as Lessee
performs  each  and  every  covenant  to be performed by it hereunder, Lessor or
anyone  claiming  by  or  through Lessor shall not interfere with Lessee's quiet
enjoyment  and  use  of  the  Aircraft.  So long and only so long as no Event of
Default  shall  have occurred and be continuing, and so long and only so long as
the  Aircraft  shall  be  subject  to this Lease and Lessee shall be entitled to
possession  of the Aircraft hereunder, (i) Lessor authorizes Lessee, at Lessee's
expense,  to  assert for Lessor's account, all rights and powers of Lessor under
any  manufacturer's, vendor's or dealer's warranty with respect to the Aircraft,
any  Airframe,  any Engine, and any part thereof, and (ii) Lessor hereby, to the
extent  permitted  by  any  such  manufacturer's, vendor's or dealer's warranty,
assigns  such warranty to Lessee, and Lessee may in its own name seek to enforce
the  same  against  any  manufacturer, vendor or dealer; provided, however, that
                                                         --------  -------
Lessee  shall indemnify, protect, save, defend and hold harmless Lessor from and
against  any  and  all  claims,  and  all  costs,  expenses, damages, losses and
liabilities  incurred or suffered by Lessor in connection therewith, as a result
of, or incident to, any action by Lessee pursuant to the foregoing authorization
or  assignment.

     20.     FINANCIAL  INFORMATION;  NOTICE
             -----------------------  ------

          (a)  From  the  date  of  execution of this Lease and during the Lease
Term,  Lessee  agrees  to  furnish  to  Lessor  such  information  as Lessor may
reasonably request at any time concerning the Lessee and its affairs, including,
without  limitation,  (i)  all  reports  and  filings made with any Governmental
Authority pursuant to the Securities Act of 1933, as amended, and the Securities
and Exchange Act of 1934, as amended, (ii) within ninety (90) days after the end
of  each  fiscal  quarter,  all  consolidated  quarterly  unaudited  financial
statements  of  Lessee  and  its  subsidiaries  (including  balance  sheets  and
statements  of  cash  flows)  prepared  by  Lessee  in  accordance with GAAP and
certified by Lessee's chief financial officer as fairly presenting the financial
condition of Lessee and its subsidiaries as of the end of such quarterly period,
and  (iii)  all  audited  consolidated  financial  statements  of  Air  Methods
Corporation  ("Air  Methods"),  the  ultimate parent of Lessee as at such end of
               ------------
each  fiscal  year  certified  by Air Methods' independent public accountants of
recognized  standing  (all  of the foregoing to be in form, substance and scope,
and  with  satisfactory  unqualified  opinions  of  Air Methods' accountants, as
Lessor  may  reasonably  require).

          (b) Lessee shall promptly, and in any event within ten (10) days, give
Lessor  notice  of any Default or Event of Default and actions Lessee intends to
take  in  relation  thereto.

     21.     CONDITIONS  PRECEDENT.  The  obligation  of Lessor to purchase from
             ---------------------
Lessee  and  lease the Aircraft to Lessee is subject to the following conditions
precedent having been complied with to the satisfaction of, or waived in writing
by,  Lessor  on  or  before  the  applicable  Acceptance  Date  (each  document,
instrument,  certificate, opinion or other paper referred to below to be in form
and  substance  reasonably  satisfactory  to  Lessor):


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<PAGE>
          (a)     The  following  documents set forth in this Section 21(a)shall
                                                              -------------
(x) have been duly authorized, executed and delivered by the respective party or
parties  thereto  on  the  Delivery  Date;  (y)  an executed copy of each of the
following  documents  shall  have been delivered to Lessor on the Delivery Date;
and  (z)  be  in  full  force  and  effect  on  all  Acceptance  Dates:

               (i) a  certified  copy  of the  Purchase  Agreement  and  related
documents;

               (ii) this Lease;

               (iii)of the  Assignment of Purchase  Agreement  together with the
related consent executed by the Seller and MASI;

               (iv) a legal  opinion  of  each of (A)  special  FAA  counsel  to
Lessor, and (B) counsel to Lessee;

               (v) a Lease Supplement  appropriately completed (and Lessor shall
possess the "original" thereof);

               (vi) the Tax Indemnity Agreement;

               (vii)  Aeronautical Bills of Sale executed by the Lessee in favor
of Lessor with respect to each Aircraft;

               (viii) FAA form Applications for Registration  executed by Lessor
with respect to each Aircraft;

               (ix) the Warranty Bill of Sale executed by the Seller;

               (x) the  Certificate of Acceptance  and all acceptance  documents
relating to each Aircraft to be executed and  delivered in  connection  with the
Purchase Agreement;

               (xi) UCC-1  Financing  Statements  executed by Lessee in favor of
the Lessor and filed in the appropriate  jurisdictions with appropriate agencies
in the State of  Delaware,  the State of Missouri,  the State of  Illinois,  the
State of Colorado and other states reasonably requested by Lessor;

               (xii)  to  the  extent  requested  by  Lessor,  evidence  of  the
acceptance by CT Corporation, New York, New York, of its appointment as agent to
receive service of process in New York on behalf of Lessee;

               (xiii)  such   agreements   regarding  the  payment  of  proceeds
constituting the Aircraft Cost as Lessor may request;


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<PAGE>
               (xiv) an amendment  to the Prior Lease  Documents  providing  for
cross defaults to the Lease Documents (as defined herein) and certain  technical
corrections in form and substance satisfactory to Lessor and Lessee; and

               (xv) such other documentation as Lessor may reasonably require.

          (b) Lessor shall have received the following:

               (i)  on  the  Delivery  Date,  evidence  satisfactory  to  Lessor
confirming that this Lease has been duly filed with the FAA;

               (ii) on each Acceptance Date, copies of all necessary consents or
approvals  from  any  Governmental  Authority  or such  other  Person  as to the
transactions contemplated by this Lease;

               (iii) on each Acceptance Date,  evidence that Lessee has obtained
such licenses,  operator's certificates or other documents from each appropriate
Governmental  Authority  as  may be  required  to  operate  the  Aircraft  under
applicable Law, including,  without limitation,  approval by the FAA of Lessee's
Maintenance Program for the Aircraft;

               (iv)  on  the   Delivery   Date,   a  copy  of  the  Articles  of
Incorporation of Lessee,  Seller and MASI and a copy of resolutions of the Board
of Directors of Lessee, Seller and MASI duly authorizing the execution, delivery
and performance by Lessee,  Seller and MASI of each of the Lease  Documents,  to
which it or they may be a party, and each other document required to be executed
and  delivered by Lessee,  in  accordance  with any  provisions  under the Lease
Documents;

               (v) on the first  Delivery  Date, a certificate  signed by a duly
authorized  officer of Lessee  certifying that (i) the copies of the Articles of
Incorporation  of Lessee,  and (ii) the resolutions of the Board of Directors of
Lessee,  are true and correct as of the such date, and such certificate shall be
in form and substance acceptable to Lessor, executed by Lessee;

               (vi) on each  Acceptance  Date,  a  certificate  signed by a duly
authorized officer of Lessee, dated such Acceptance Date, to the effect that (i)
the  representations and warranties of Lessee contained in Section 22 hereof are
                                                           ----------
true and  correct on and as of such date as though  made on and as of such date,
and all  authorizations  and  approvals of, giving of notice to, and filings and
recordings  with, all  Governmental  Authorities  and  authorities  which may be
conditions  to the  validity  or  enforceability  of  this  Lease,  or  Lessee's
performance  of the  terms  thereof  have been  duly  accomplished;  and (ii) no
Default or Event of Default has occurred and is  continuing or would result from
the lease of the Aircraft hereunder;


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<PAGE>
               (vii) on the first Delivery Date and each other  Acceptance  Date
as Lessor may request, a current certificate of existence of Lessee;

               (viii) On each Acceptance Date, a Lease Supplement  applicable to
such date (and Lessor shall possess the "original" thereof);

               (ix) on each  Acceptance  Date,  (A) the Basic Rent payable under
this Lease shall have been paid when due on the applicable Rent Payment Date and
(B) all transaction costs due and owing pursuant to Section 34 hereof shall have
                                                    ----------
been paid in full; and

               (x) on the first Delivery Date,  the  Transaction  Fee (which fee
has been paid);

               (xi) on each  Acceptance  Date,  a Notice of Proposed  Acceptance
Date appropriately completed;

               (xii) on each Acceptance,  such other documents and evidence with
respect to Lessee as Lessor or its counsel may request in order to establish the
consummation of the  transactions  contemplated by this Lease, the taking of all
corporate proceedings in connection therewith and compliance with the conditions
herein or therein set forth;

          (c) On  each  Acceptance  Date,  the  following  statements  shall  be
correct,  and Lessor shall have received evidence reasonable  satisfactory to it
to the effect that:

               (i)  Lessor  has good and legal  title to the  Aircraft  free and
clear of all Liens other than Permitted Liens;

               (ii) the  Aircraft  has been duly  certified  by the  Aeronautics
Authority as to type and airworthiness;

               (iii) the Aircraft has been duly  registered  with the FAA in the
name of Lessor as owner;

               (iv) the  representations  and  warranties  of  Lessee  contained
herein shall be true and correct on and as of the Acceptance Date as though made
on and as of the Acceptance Date;

               (v) all authorizations and approvals of, giving of notice to, and
filings and recordings with, all regulatory  bodies and authorities which may be
conditions  to  the  validity  or  enforceability  of  this  Lease  or  Lessee's
performance of the terms hereof have been duly accomplished;


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<PAGE>
               (vi)  no  event  shall  have  occurred  and be  continuing  which
constitutes a Default or an Event of Default under this Lease;

               (vii) there shall not have occurred,  on or after the date hereof
and on or prior to the  Acceptance  Date,  any  amendment or proposed  amendment
having  an  effective  date  or  proposed  effective  date  on or  prior  to any
Acceptance  Date to any Law  which  would  cause  Lessor  to have tax  liability
greater than assumed in any tax or other indemnity  agreement between Lessor and
Lessee set forth in this Lease or otherwise;

               (viii)  there has not occurred in Lessor's  reasonable  judgment,
any material  adverse  change in the business,  assets,  property,  prospects or
condition (financial or otherwise) of Lessee since the date of this Lease;

               (ix) the  Aircraft  shall have both (x) a distress  value on such
Acceptance  Date, and (y) an anticipated  residual value on the Expiration  Date
satisfactory to Lessor in its sole discretion.

     (d)     On  the  Delivery  Date,  Lessor  shall have received the following
items  in  a  in  form  and  substance  reasonable  satisfactory  to  it:

               (i) An appraisal  and other  evidence of the fair market value or
the distress value with respect to the Aircraft, satisfactory to Lessor;

               (ii) (A) A duly executed independent insurance and/or reinsurance
broker's report,  together with (B) certificates of insurance and/or reinsurance
from such broker and (C) loss payable endorsements, each satisfactory to Lessor,
as to the due  compliance  with the  terms of  Section  16  hereof  relating  to
                                               -----------
liability,  hull all-risk and hull war  insurance with respect to the Aircraft.

               (iii) All  approvals and consents of any trustee or holder of any
indebtedness  or obligation of Lessee which are required in connection  with any
of the transactions contemplated by the Operative Documents shall have been duly
obtained  and  evidence  thereof  shall  have  been  delivered  to  Lessor;  all
appropriate  action,  if any, required to have been taken in connection with any
of the transactions  contemplated by the Operative  Documents by the Aeronautics
Authority and each other Governmental  Authority having  jurisdiction shall have
been taken, and Lessee shall have furnished to Lessor copies of all governmental
approvals  required for the execution,  delivery and  performance of this Lease,
any other  Operative  Documents to which Lessee is a party and the  transactions
contemplated hereby and thereby;

               (iv)  Confirmation  that no change shall have occurred  after the
date of this Lease in applicable Law and no change in  circumstances  shall have
occurred and no fact or condition shall exist which,  in the reasonable  opinion
of Lessor,  would make it illegal under  applicable  Law for Lessor to lease the
Aircraft to Lessee; and


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<PAGE>
               (v) All  closing  conditions,  if any,  set  forth  in the  other
Operative Documents shall have been satisfied.

          (e)     On  each  Acceptance  Date, Lessor shall have received a fully
executed  Warranty  Bill of Sale from Lessee, reasonably satisfactory to Lessor.

     22.     LESSEE'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  Lessee
             ------------------------------------------------------
covenants,  agrees,  represents,  warrants  and  covenants  to Lessor as of each
Acceptance  Date  and Rent Payment (except representations relating solely to an
earlier  date)  that:

          (a)     Lessee  is  a corporation duly organized, validly existing and
in  good  standing  under  the Laws of the State of Missouri, and is registered,
licensed  or  otherwise  certificated  or  duly  authorized  by  all appropriate
authorities  of  the  United  States to engage in air transportation and is duly
qualified  or  otherwise authorized to do business in all jurisdictions in which
it intends to operate the Aircraft, except for jurisdictions where failure to so
qualify  or  obtain  authorization  would  not  in the aggregate have a material
adverse effect on the business of Lessee and would not involve any danger of the
sale,  forfeiture  or  loss  of the Aircraft or impairment of the value thereof.
Lessee  also  represents, warrants and covenants that as of the Delivery Date it
operates,  and  it  will  throughout  the  Lease  Term  continue to operate, the
Aircraft  in  accordance  with  the  rules  and  regulations  of  the  FAA.

          (b)     Lessee  has full power and authority to enter into and perform
this  Lease  and the other Lease Documents to which it is a party, including the
documents  executed  or to be executed by Lessee in connection with the Purchase
Documents  and  the  execution,  delivery  and  performance  of  this Lease, the
Purchase  Documents  and the other Lease Documents (i) have been duly authorized
by  all  necessary  action  on  the  part  of  Lessee,  (ii)  do not require any
stockholder  approval  or  approval  or consent of any trustee or holders of any
debt  or  other obligations of Lessee except such as have been duly obtained and
(iii)  do  not  contravene  any  provision  of  any  Law,  the  by-laws or other
constituent  documents  of  Lessee or any indenture, mortgage, contract or other
material  agreement  or  instrument to which Lessee is a party or by which it or
any  of  its  assets  may  be  bound  or  affected.

          (c)     Neither the making nor performance by Lessee of this Lease and
each other Lease Document, including the documents executed or to be executed by
Lessee  in connection with the Purchase Documents nor the consummation of any of
the  transactions by Lessee contemplated hereby or thereby, requires the consent
or  approval  of,  the  giving  of  notice  to,  the  registration or filing for
recordation  with,  or  the  taking  of  any  other  action  in  respect of, any
Governmental  Authority.

          (d)     Each  of  this  Lease,  each Purchase Documents and each other
Lease  Document, including the documents executed or to be executed by Lessee in
connection  with  the  leasing of the Aircraft constitutes or, when so executed,
will  constitute  the valid and legally binding obligation of Lessee enforceable
against  Lessee  in  accordance  with  the  terms  thereof,  except  as  such
enforceability  may  be  limited  by  applicable bankruptcy, insolvency or other
similar  laws  affecting  creditors'  rights generally and general principles of
equity  (regardless  of  whether enforceability is considered in a proceeding at
law  or  in  equity).


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
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<PAGE>
          (e)     There are no suits or proceedings pending or, to the knowledge
of Lessee, threatened in any court or before any regulatory commission, board or
other  administrative  or  governmental agency against or affecting Lessee which
relate  to  the  transactions  contemplated  hereby  and  which,  if  adversely
determined,  would have a material adverse effect on (i) the financial condition
or  business  of  Lessee,  (ii)  its  obligations under this Lease, or (iii) its
obligations under any of the Operative Documents.  Neither Lessee nor any of its
Affiliates  is in material default with respect to any order of any Governmental
Authority.

          (f)     In  reliance  upon  the  opinion  of  McAfee  & Taft delivered
pursuant  to Section 21 hereof (such reliance limited solely to matters relating
             ----------
to  filings  and  recordings  with  the  Aeronautics  Authority), except for the
registration  of  the Aircraft and the filing of this Lease with the FAA and the
filing  of  Uniform  Commercial Code financing statements in Delaware, Illinois,
Missouri  and  Colorado,  no  further filing or recording of any document and no
other  action  is  necessary  or  advisable,  whether  in  the  United States or
elsewhere, in order to establish and perfect under United States Federal and New
York State Law, Lessor's title to and interest in the Aircraft as against Lessee
and  any  third  parties claiming against or through Lessee, including trustees,
custodians  and other representatives or similar officials, under any bankruptcy
or  liquidation  law  or  regulations,  or  otherwise.

          (g)     The Aircraft (i) is not principally for use in any nation with
which  under United States Law, regulation or stated policy Lessee is prohibited
from  doing  business,  (ii)  is  not to be used principally in any nation which
engages  in  armed  conflict, declared or otherwise, and (iii) is not currently,
and will not be in the future, used in violation of the organizational documents
of  Lessee.

          (h)     The  obligations  of  Lessee  to  pay Rent hereunder will be a
direct and unconditional general obligation of Lessee, and will rank in right of
payment  at  least  pari  passu  with  all  unsecured and unsubordinated debt of
                    ----  -----
Lessee,  whether  now  or  hereafter  outstanding,  subject  to  any bankruptcy,
insolvency,  reorganization  or  similar  law.

          (i)     On the Delivery Date, Lessee has, and on each other Acceptance
Date,  Lessee  will  have,  no  material  liabilities,  contingent or otherwise,
including liabilities for taxes or any unusual forward or long-term commitments,
other  than payments due to Lessor under this Lease, and there are no unrealized
or  anticipated  losses  from  any  unfavorable  commitments of Lessee which may
materially  and  adversely  affect  the  financial  condition  of  Lessee.

          (j)     There  is  no  fact  peculiar  to  Lessee which Lessee has not
disclosed to Lessor in writing which materially and adversely affects or, so far
as  Lessee  can  reasonably  foresee,  would materially and adversely affect the
Aircraft or the property, business, prospects, corporate structure, ownership of
Lessee,  profits or condition (financial or otherwise) of Lessee or would impair
the  ability of Lessee to perform its obligations under this Lease and the other
Operative  Documents.


                                       Air Methods 2000 Aircraft Lease Agreement
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<PAGE>
          (l)     The  Aircraft  will on the Delivery Date and thereafter during
the  Lease  Term  be  covered  by  the  insurance required by Section 16 hereof.
                                                              ----------

          (m)     No  Default  or Event of Default under this Lease has occurred
and is continuing or will occur immediately after giving effect to the execution
and  delivery  of this Lease on the Delivery Date or any other Lease Document or
Purchase  Document  on any Acceptance Date.  Lessee is not on the Delivery Date,
and  will  not  on  any  other  Acceptance Date be, in violation in any material
respect of any term of its organizational documents, or other material agreement
or  instrument to which it is a party or by which it is bound.  Lessee is on the
Delivery Date, and will be on each other Acceptance Date, in compliance with all
Laws  to  which  it  is  subject,  the failure to comply with which would have a
material  and  adverse  effect  on  its  operations  or  condition, financial or
otherwise,  or  would  impair  the  ability of Lessee to perform its obligations
under this Lease or any other Operative Document to which Lessee is a party, and
has obtained all applicable licenses, permits, franchises and other governmental
authorizations  material  to  the  conduct  of  its  business.

          (n)     On  all  Acceptance Dates, (i) withholding of any Tax will not
be  required  upon any payments by Lessee to Lessor hereunder, and (ii) there is
no  Tax  imposed  by virtue of the execution or delivery of any of the Operative
Documents.  On  all  Acceptance  Dates,  Lessor will not be obligated to collect
sales  tax  on  any  payments  made  by  Lessee  to  Lessor  hereunder.

          (o)     Lessee's  chief  executive  office  (as defined in the Uniform
Commercial Code as in effect in the applicable jurisdiction) and principal place
of  business,  and  the  place where its records concerning the Aircraft and its
interest  therein  and  all documents relating thereto are kept is correctly set
forth  in  Schedule  B  hereto.
           -----------

          (p)     All  tax  returns  required  to  be  filed  by  Lessee  in any
jurisdiction  have  in fact been filed, and Lessee has paid or caused to be paid
all  taxes,  assessments,  fees and other governmental charges which have become
due  pursuant  to such returns or pursuant to any assessment received by it, and
Lessee  does  not  have  any  knowledge  of any actual or proposed deficiency or
additional  assessment  in  conjunction therewith which either in any case or in
the  aggregate  would be materially adverse to Lessee; and the charges, accruals
and  reserves  on  the  books  of  Lessee in respect of federal, state, local or
foreign taxes for all such years, and for the current fiscal year, make adequate
provision  for  all  unpaid  tax  liabilities  for  such  periods.

          (q)     Lessee  has  not, directly or indirectly, used the services of
any  broker,  agent  or finder in regard to any of the transactions contemplated
hereby;  and  no  broker's  or  finder's  fees  or  commissions or management or
advisory  fees  are,  will  or  may become payable arising out of any actions or
omissions  to  act  on  Lessee's  part  in  connection  with  the  transactions
contemplated  by this Lease or any other Operative Document to which Lessee is a
party.

          (r)     The  Maintenance Program maintained by Lessee for the Aircraft
and  the  Engines  shall  remain  in full force and effect and complies with and
shall,  at  all  times  during  the  Lease  Term,  continue  to  comply with all
applicable  Aeronautics  Authority  requirements  applicable  to  the  Aircraft.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
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<PAGE>
          (s)     Lessee  is  not  in  default  in the performance of any of its
obligations  (i)  for  the  payment  of  indebtedness  for  borrowed  money in a
principal  amount in excess of One Hundred Thousand Dollars ($100,000) or of any
interest  or  premium  thereon  or  (ii) for the payment of rent under any lease
agreement  for  the  lease of real, personal or mixed property where the monthly
rental  exceeds  Ten  Thousand  Dollars ($10,000) or where the aggregate rentals
over  the  term  thereof exceed One Hundred Thousand Dollars ($100,000) or (iii)
for  any secured debt in excess of Two Hundred Fifty Thousand Dollars ($250,000)
in  the  aggregate.

          (t)     No indemnity claim affecting to the Aircraft or basis therefor
exists  under  the  Purchase  Agreement  and  each  representation  and warranty
thereunder is, to Lessee's knowledge, true and correct in all material respects.


     23.    EVENTS OF DEFAULT.  Any of the following events shall  constitute an
            -----------------
Event of Default (whether any such event shall be voluntary or  involuntary,  or
come about or be effected by operation of Law or pursuant  to or  in  compliance
with  any  judgment,  decree  or  order  of any Governmental Authority):

          (a)     Failure  of Lessee to pay within ten (10) days of the due date
therefor, any sum, including installments of Rent, owed by Lessee at any time to
Lessor  under  this  Lease;  Lessor  shall use reasonable efforts to give Lessee
written  notice  of  any  payments which may become past due; provided that, the
                                                              -------- ----
failure by Lessor to provide such notice to Lessee shall in no event be deemed a
waiver  by  Lessor  of  any  of  its  rights  hereunder;  or

          (b)     Lessee  shall  fail to observe or perform any of the covenants
or  agreements  of  Lessee  set forth in Sections 12 or 13(a)hereof or under the
                                         --------------------
Purchase Agreement, and such failure shall continue unremedied for ten (10) days
after  the  occurrence  thereof;  or

          (c)     Lessee  shall  fail  to  procure  and  maintain  any insurance
required by Section 16 hereof or shall operate the Aircraft outside the scope of
            ----------
the  insurance  coverage  maintained  with  respect  to  the  Aircraft;  or

          (d)     Lessee  or  either  Guarantor shall fail to perform or observe
any  other  covenant,  condition, or agreement to be performed or observed by it
under  this  Lease,  the  Lease  Documents  or  in  any agreement or certificate
furnished  to  Lessor or an other assignee or lender in connection herewith, and
such failure shall continue unremedied for thirty (30) days after written notice
by  Lessor  to  Lessee,  specifying  such  failure  and demanding the same to be
remedied;  or

          (e)     Lessee  or either Guarantor shall become insolvent or bankrupt
or  make  a  general  assignment  for the benefit of creditors or consent to the
appointment  of  a  trustee  or  receiver;  or  a trustee or a receiver shall be
appointed  for  Lessee  or  for  a  substantial part of its property without its
consent  and  shall  not  be  dismissed  for a period of sixty (60) days; or any
petition  for  the  relief,  reorganization  or  arrangement of Lessee or either
Guarantor or any other petition in bankruptcy or for the liquidation, insolvency
or  dissolution  of  Lessee  shall  be  filed by or against Lessee and, if filed


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 42
<PAGE>
against  Lessee,  shall  be  consented  to or be pending and not dismissed for a
period  of  sixty  (60)  days;  or  an  order for relief under any bankruptcy or
insolvency  law  shall  be  entered  by  any  court or Governmental Authority of
competent  jurisdiction  with respect to Lessee or either Guarantor, as the case
may  be; or any execution or writ or process shall be issued under any action or
proceeding  against  Lessee whereby the Aircraft, any Airframe or any Engine may
be  taken  or  restrained;  or

          (f)     Lessee's or either Guarantor's legal existence shall cease; or
Lessee  shall, without Lessor's prior written consent, sell, transfer or dispose
of,  or  pledge or otherwise encumber, all or substantially all of its assets or
property,  or  Lessee  or  either  Guarantor shall consolidate or merge with any
other  entity,  provided,  however,  that  an  Event  of  Default shall not have
                --------   -------
occurred if (i) Lessee is the surviving corporation of any such consolidation or
merger  or  (ii)  the  parties  to any such merger or consolidation include only
Lessee  and  its  Affiliate(s);  or

          (g)     any  representation, warranty, statement or certification made
by  Lessee or either Guarantor under any Purchase Document, Lease Document or in
the Certificate of Acceptance to which such Person is a party or in any document
or certificate furnished to Lessor, or any other assignee in connection herewith
or  pursuant  hereto,  shall  prove  to  be untrue or incorrect when made in any
material  respect,  or  shall  be  breached  in  any  material  respect;  or

          (h)     the  Lease  or  the  Guaranty  shall  cease  to be a valid and
effective  agreement  enforceable  in  accordance with its terms, except as such
enforceability  may  be  limited  by applicable bankruptcy, insolvency, or other
similar  laws  affecting  creditors'  rights generally and general principles of
equity  (regardless  of  whether enforceability is considered in a proceeding at
law  or  in  equity);  or

          (i)     (i)  any  material  default  or  Event  of  Default shall have
occurred under any Prior Lease Document; or (ii) any default or event of default
shall  occur  pursuant  to the terms of any lease or other financing arrangement
between (A) Lessor, any direct or indirect subsidiary of Lessor or any Affiliate
of  Lessor  and  (B)  Lessee  or any direct or indirect subsidiary of Lessee; or

          (j)     Lessee  shall  be  in  default  or  breach  of  any obligation
described  in  Section  22(s) above and such default shall continue for ten (10)
               --------------
days  after  the  occurrence  of  such  default  or  breach;  or

          (k)     there  shall  be  a  Material  Adverse Change in the business,
assets  or  prospects  of  Lessee  or either Guarantor or any direct or indirect
Subsidiary of Lessee or either Guarantor after the date hereof.  For purposes of
this  section,  "Material  Adverse  Change"  means,  in  the  sole  and absolute
discretion  of  Lessor,  which  discretion  shall  be  exercised in a reasonable
manner,  a  material  adverse change in (i) the business, operations, prospects,
properties,  assets  or condition (financial or otherwise) of Lessee taken on an
individual  basis  or  taken as a whole (together with its Subsidiaries) or (ii)
the  ability  of  any  Lessee  Person to perform its obligations under any Lease
Document  to  which it is a party or of Lessor to enforce any obligation arising
pursuant  to  the  Lease  Documents.


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<PAGE>
     24.     REMEDIES UPON DEFAULT.  Upon the occurrence of any Event of Default
             ---------------------
and  at  any time thereafter so long as the same shall be continuing, Lessor may
exercise  one  or more of the following remedies with respect to the Aircraft or
any  part thereof (including, without limitation, any Airframe or any Engine) as
Lessor  in  its  sole  discretion  shall  elect:

          (a)     Lessor,  at  its  option,  may  cause Lessee, upon the written
demand  of  Lessor and at Lessee's expense, to return promptly, and Lessee shall
return  promptly,  the  Aircraft to Lessor or at its direction in the manner and
condition  required  by, and otherwise in accordance with all the provisions of,
Section  4  hereof,  as  if  such Aircraft were being returned at the end of the
---------
Lease Term or, if Lessee does not so deliver such Aircraft, Lessor may terminate
this  Lease,  without  prejudice  to  any  other  remedies  of Lessor hereunder.
Whether  or not this Lease has been so terminated, Lessor at its option shall to
the  fullest extent permitted by applicable Law, (i) have the right to enter the
premises  of  Lessee  or  any  other  party  to take immediate possession of the
Aircraft  or  any part thereof and remove all or any part of the Aircraft or any
part  thereof  by  summary  proceedings  or  otherwise,  (ii)  not be liable, in
conversion or otherwise, for the taking of any personal property of Lessee which
is  in  or  attached  to the Aircraft, any Airframe, any Engine or Part which is
repossessed;  provided, however, that Lessor shall return to Lessee all personal
              --------  -------
property  of  Lessee  or  its  passengers  which was on the Aircraft at the time
Lessor  re-takes possession of the Aircraft; (iii) not be liable or responsible,
in  any manner, for any inadvertent damage injury to any of Lessee's property in
repossessing  and holding the Aircraft, any Airframe, any Engine or Part, except
for  that  caused  by or in connection with Lessor's gross negligence or willful
acts; (iv) have the right to maintain possession of and dispose of the Aircraft,
any  Airframe,  any  Engine  or  Part  on  any premises owned by Lessee or under
Lessee's  control;  (v)  have the right to obtain a key to any premises at which
the  Aircraft, any Airframe, any Engine or Part may be located from the landlord
or owner thereof; or (vi) cause Lessee, at Lessee's expense, to store, maintain,
surrender  and deliver possession of the Aircraft in the same manner as provided
in  Section  4  hereof, all without liability to Lessee for or by reason of such
    ----------
entry or taking of possession, whether for the restoration of damage to property
caused  by such taking or otherwise except damages caused by gross negligence or
willful  misconduct  of  the  Lessor  or  its  agents;

          (b)     Lessor  may sell the Aircraft or any Part thereof at public or
private  sale,  as Lessor may determine, free and clear of any rights of Lessee,
in  which  event Lessee's obligation to pay Basic Rent hereunder with respect to
the Aircraft for all Rental Periods commencing after the date of such sale shall
terminate and in the event that the net sales proceeds is less than the Casualty
Loss  Value as of the next preceding Rent Payment Date and any Basic Rent due as
of  the  date  of  such  sale,  Lessee  shall  pay  Lessor  the  difference;

          (c)     Lessor  may hold, keep idle or lease to others the Aircraft or
any Part thereof, as Lessor in its sole discretion may determine, free and clear
of any rights of Lessee in which event Lessee's obligation to pay Basic Rent for
any  Rental  Periods  commencing  after  Lessee  shall  have  been  deprived  of
possession  pursuant to this Section 24 shall be reduced by the net proceeds, if
                             ----------
any,  received  by  Lessor  from leasing the Aircraft or any Part thereof to any
Person  other  than  Lessee  for the same Rental Periods or any portion thereof;


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
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<PAGE>
          (d)     If reasonably required by Lessor, Lessee, at its sole expense,
shall assemble and make the Aircraft, any Airframe, any Engine or Part available
at  a  place  designated  by Lessor in accordance with Section 4 hereof.  Lessee
                                                       ---------
hereby  agrees  that, in the event of the return to or repossession by Lessor of
the  Aircraft,  any  Airframe,  any  Engine  or Part, any rights in any warranty
(express  or  implied) heretofore assigned to Lessee or otherwise held by Lessee
shall  without  further  act,  notice  or  writing  be assigned or reassigned to
Lessor,  if  assignable.  Lessee  shall  be  liable to Lessor for all reasonable
expenses,  disbursements,  costs and fees incurred in (i) repossessing, storing,
preserving,  shipping, maintaining, repairing and refurbishing the Aircraft, any
Airframe,  any  Engine or Part to the condition required by Section 4 hereof and
                                                            ---------
(ii) preparing the Aircraft, any Airframe, any Engine or Part for sale or lease,
advertising  the sale or lease of the Aircraft, any Airframe, any Engine or Part
and selling or releasing the Aircraft, any Airframe, any Engine or Part.  Lessor
is  hereby  authorized  and  instructed,  at  its  option,  to  make  reasonable
expenditures  which  Lessor  considers  advisable  to  repair  and  restore  the
Aircraft,  any Airframe, any Engine or Part to the condition required by Section
                                                                         -------
4  hereof,  all  at  Lessee's  sole  expense;

          (e)     Lessee  shall  be  liable, except as otherwise provided above,
for  any  and all unpaid Rent and Casualty Loss Value hereunder before or during
the  exercise of any of the foregoing remedies and for all legal and arbitration
fees  (including reasonable attorneys' fees incurred in any and all judicial and
other  governmental  proceedings or arbitration proceedings, including appellate
proceedings,  whether  such  proceedings  arise  before  or after entry of final
judgment  or arbitration award) and other reasonable costs and expenses incurred
by Lessor by reason of the occurrence of any Event of Default or the exercise of
Lessor's  remedies  with  respect  thereto,  including  all reasonable costs and
expenses  incurred  in  connection with the return of the Aircraft in accordance
with  Section  4  hereof or in placing the Aircraft in the condition required by
      ----------
said  Section.  At  any  sale  pursuant to this Section 24, Lessee or any of its
                                                ----------
Affiliates may bid for and purchase the Aircraft.  Except as otherwise expressly
provided  above,  no  remedy  referred  to  in this Section 24 is intended to be
exclusive,  but  each  shall  be cumulative (except that nothing hereunder shall
entitle  Lessor  to  duplicative  remedies)  and in addition to any other remedy
referred  to above or otherwise available to Lessor at law or in equity; and the
exercise  or beginning of exercise by Lessor of any one or more of such remedies
shall  not  constitute  the  exclusive  election  of such remedies and shall not
preclude  the  simultaneous  or  later  exercise by Lessor of any or all of such
other  remedies.  No express or implied waiver by Lessor of any Event of Default
shall in any way be, or be construed to be, a waiver of any future or subsequent
Event  of  Default.

          (f)     Lessor  may  exercise  any  other right or remedy which may be
available  to  it  under  any  Operative  Document or under the New York Uniform
Commercial  Code or other applicable Law, or proceed by appropriate court action
to  enforce  the  terms  hereof  to  recover  damages  for  the  breach  hereof.

     25.     LESSOR'S  RIGHT TO PERFORM FOR LESSEE.  If Lessee at any time shall
             -------------------------------------
fail  to  pay to any Person any sum which Lessee is required to pay hereunder or
shall  fail to do or perform any other thing Lessee is required to do or perform
hereunder,  Lessor  at  its option may pay such sum or do or perform such thing,
and  Lessee  shall reimburse Lessor on demand for the amount of such payment and
for  the  cost  and  expense  which  may  be incurred by Lessor for such acts or
performance,  together  with interest from the date of demand until paid accrued
at  the  Default  Rate.


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<PAGE>
     26.     LATE  CHARGES.  If any installment of Rent or other sum owing under
             -------------
this  Lease  shall not be paid within ten (10) days of the date when due, Lessee
shall  pay Lessor interest on such amount at the Default Rate.  Such late charge
is  in  addition  to  and  not  in  lieu of other rights and remedies of Lessor.

     27.     FURTHER  ASSURANCES.  Lessee  will  promptly  and  duly execute and
             -------------------
deliver  to  Lessor  such  other  documents  and  assurances, including, without
limitation,  such  amendments  to  this  Lease  as may be reasonably required by
Lessor,  and  Uniform  Commercial  Code  financing  statements  and continuation
statements,  and  will  take such further action as Lessor may from time to time
reasonably  request  in  order  to  carry  out  more  effectively the intent and
purposes  of  this  Lease  and  to establish and protect the rights and remedies
created  or  intended  to  be  created  in  favor  of  Lessor.

     28.     NOTICES.  All  notices provided for or required under the terms and
             -------
provisions hereof shall be in writing, and any such notice shall be deemed given
when  personally  delivered  or  if  deposited  in the United States mails, with
proper  postage  prepaid,  for  first  class  registered  mail,  return  receipt
requested,  when received or when sent by telecopy with electronic confirmation,
addressed  if to Lessor or Lessee, at their respective addresses as set forth on
Schedule B hereof or at such other address as either of them shall, from time to
----------
time,  designate  in  writing  to  the  other.

     29.     GOVERNING LAW AND CONSENT TO JURISDICTION.  THIS LEASE SHALL IN ALL
             -----------------------------------------
RESPECT  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF  NEW  YORK,  UNITED STATES OF AMERICA, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY  AND  PERFORMANCE,  WITHOUT  GIVING  EFFECT  TO  THE  CONFLICT  OF LAWS
PROVISIONS THEREOF.  Lessee hereby irrevocably consents that any legal action or
proceeding  against  it  or  any of its assets with respect to this Lease may be
brought  in  any jurisdiction where Lessee or any of its assets may be found, or
in  any court of the State of New York or any Federal court of the United States
of  America located in New York, New York, United States of America, or both, as
Lessor  may  elect,  and  by execution and delivery of this Lease, Lessee hereby
irrevocably submits to and accepts with regard to any such action or proceeding,
for  itself  and  in  respect  of its assets, generally and unconditionally, the
jurisdiction  of  the  aforesaid courts.  Lessee hereby designates, appoints and
empowers  CT  Corporation  System  at its principal office at 1633 Broadway, New
York,  New  York  10019,  as  its authorized agent for service of process in the
State  of  New York in any suit or proceeding with respect to this Lease and the
other  Operative  Documents  to  which  Lessee  is  a  party  (such  agent being
hereinafter  called  the "Process Agent"); provided however, that if the Process
                          -------------    -------- -------
Agent  shall  at  any time cease to be the Process Agent, Lessee shall forthwith
designate  a  successor  Process  Agent  and  shall  give prompt. notice of such
designation to Lessor.  A copy of any such process served on such agent shall be
promptly  forwarded  by  air courier by the person commencing such proceeding to
Lessee  at its address set forth in Schedule B hereof, but the failure of Lessee
                                    ----------
to  receive  such copies shall not affect in any way the service of such process
as aforesaid.  Lessee further irrevocably consents to the service of process out
of  any  of  the  aforementioned  courts in any such action or proceeding by the
mailing  of  copies thereof by registered or certified first class mail, postage
prepaid,  to  Lessee  at  its  address  set  forth  in  Schedule  B hereof.  The
                                                        -----------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 46
<PAGE>
foregoing, however, shall not limit the rights of Lessor to serve process in any
other  manner  permitted by Law or to bring any legal action or proceeding or to
obtain  execution  of  judgment in any jurisdiction.  Lessee further agrees that
final  judgment  against  Lessee  in any action or proceeding in connection with
this  Lease  shall  be  conclusive and may be enforced in any other jurisdiction
within  or  outside  the  United  States  of  America by suit on the judgment, a
certified  or exemplified copy of which shall be conclusive evidence of the fact
and  the  amount of Lessee's indebtedness.  Lessee hereby irrevocably waives, to
the  fullest  extent  permitted  by  Law,  any objection which Lessee may now or
hereafter  have to the laying of venue of any suit, action or proceeding arising
out  of  or  relating to this Lease brought in the State of New York, and hereby
further  irrevocably  waives  any claim that any such suit, action or proceeding
brought  in  the  State  of  New York has been brought in an inconvenient forum.

     30.     MISCELLANEOUS.  Any  provision of this Lease which is prohibited or
             -------------
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to  the  extent  of such prohibition or unenforceability without invalidating or
diminishing  Lessor's rights under the remaining provisions hereof, and any such
prohibition  or  unenforceability  in  any  jurisdiction shall not invalidate or
render  unenforceable  such  provision in any other jurisdiction.  To the extent
permitted  by  applicable  Law,  Lessee hereby waives any provision of law which
renders  any provision of this Lease prohibited or unenforceable in any respect.
No  term  or provision of this Lease may be amended, altered, waived, discharged
or  terminated  orally,  but  only  by an instrument in writing signed by a duly
authorized  officer or the party against which the enforcement of the amendment,
alteration,  waiver,  discharge  or  termination is sought.  A waiver on any one
occasion  shall  not  be construed as a waiver on a future occasion.  All of the
covenants,  conditions  and obligations contained in this Lease shall be binding
upon  and shall inure to the benefit of the respective successors and assigns of
Lessor  and  (subject  to the restrictions of Section 13(a)hereof) Lessee.  This
                                              -------------
Lease,  each  Lease  Supplement, the Certificate of Acceptance, and each related
instrument,  document,  agreement  and  certificate  collectively constitute the
entire  agreement  of  Lessor  and  Lessee  with  respect to the acquisition and
leasing  of  the  Aircraft,  and  cancel and supersede any and all prior oral or
written  understandings with respect thereto.  This Lease may be executed in any
number of counterparts, each of which shall be an original, with the same effect
as  if  the signatures thereto were upon the same instrument.  To the extent, if
any,  that this Lease or any Lease Supplement constitutes chattel paper (as such
term  is  defined  in the Uniform Commercial Code as in effect in any applicable
jurisdiction)  no security interest in this Lease or any Lease Supplement may be
created  through  the  transfer  of possession of any counterpart other than the
counterpart  which  has  been  marked  "Original"  on the face or signature page
                                        --------
thereof.

     31.     EFFECT  OF  THIS  LEASE.  This  Lease  shall  become  binding  and
             -----------------------
effective  when  it  shall  have  been  executed  by  each of Lessor and Lessee.

     32.     SURVIVAL.  The  representations,  warranties, covenants, agreements
             --------
and  indemnities  of  Lessee  set  forth in this Lease, and Lessee's obligations
hereunder,  shall  survive  the expiration or other termination of this Lease to
the  extent  required  for  full  performance  and  satisfaction  thereof.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 47
<PAGE>
     33.     BROKERS.  Each  party  agrees  to  indemnify  and  hold  the  other
             -------
harmless from and against any and all claims, suits, damages, costs and expenses
(including,  but  not  limited  to  reasonable  attorney's fees) asserted by any
agent,  broker  or  other  third party for any commission or compensation of any
nature  whatsoever  based upon the lease of the Aircraft, if such claim, damage,
cost  or  expense arises out of any action or alleged action by the indemnifying
party, its employees or agents.  It is understood and agreed between the parties
that  this  Lease  has  been  concluded  by  direct  negotiation  without  any
intermediaries or agents.  Lessee hereby represents and warrants that he has not
been  paid,  agreed  to  pay  or caused to be paid directly or indirectly in any
form,  any  commission,  percentage,  contingent fee, brokerage or other similar
payments  of any kind, in connection with the establishment or operation of this
Lease, to any employee of Lessor or to any person or entity in the United States
or  elsewhere.

     34.     TRANSACTION  COSTS.  (a)  Whether  or  not  the  transactions
             ------------------
contemplated  hereby  are  consummated,  Lessee shall pay all costs and expenses
incurred  in  connection  with  the  preparation, execution and delivery of this
Lease  and  any  other  documents  delivered  in  connection  herewith after the
Delivery  Date,  including without limitation, the reasonable fees, expenses and
disbursements  of  counsel,  except as otherwise expressly set forth herein.  In
addition, Lessee shall be solely responsible for all costs, including reasonable
attorneys' fees and expenses, incurred in registering an executed counterpart of
this  Lease  and other documents and instruments which are required by Lessor to
be  filed  with  the  FAA.

          (b)     Without  limiting  the provisions of Section 17 and 18 hereof,
                                                       -----------------
Lessee  shall  pay  for all sales tax imposed upon or arising out of the sale or
delivery  of  the  Aircraft  under  the Purchase Agreement, regardless of who is
responsible  therefor  at law; provided, however, Lessor will cooperate with any
                               --------  -------
requests  made  by Lessee that are not adverse to Lessor's interests to minimize
such  sales  tax.

          (c)     Each  of Lessor and Lessee hereby agrees to pay the reasonable
costs  and  expenses of the other party incurred in connection with the entering
into  or  giving or withholding of any future waiver, supplement or amendment or
other  action  with  respect  to  the  Lease  or any other document delivered in
connection  herewith  that  it  may  request,  except in the case of an Event of
Default  in  which  case  all  of  such costs shall be at the expense of Lessee.

     35.     INTENT.
             ------

          (a)     Lessor and Lessee intend that for United States Federal income
tax  purposes  (i)  this  Lease  shall  constitute  a true lease and not a loan,
conditional  sale  agreement  or  financing agreement; and, (ii) Lessor shall be
considered the owner and Lessee shall be considered the lessee for all purposes.
Neither  Lessor  nor  Lessee  shall file any tax return, report or form with any
taxing  authority  that is inconsistent with the foregoing intent unless clearly
required  to  do  so  under  Law.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 48
<PAGE>
          (b)     The  parties  agree  that  this  Lease is a "Finance Lease" as
defined  in Uniform Commercial Code Article 2A -- Leases ("Article 2A").  Lessee
acknowledges:  (a)  that the Seller is the "Supplier" (as defined in Article 2A)
and  the  Lessee  has selected the Aircraft and the Seller, as Supplier, without
any  assistance  from  or  consultation  with  Lessor;  (b) that Lessee has been
informed  in  writing  in  this Lease, before signing this Lease, that Lessee is
entitled under Article 2A to the promises and warranties, including those of any
third  party,  provided to Lessor by the Lessee in connection with or as part of
the  contract by which Lessor acquired the Aircraft.  To the extent permitted by
applicable  Law,  Lessee hereby waives any and all rights and remedies conferred
upon  a  lessee  under  Article  2A and any rights now or hereafter conferred by
statute  or  otherwise  which  may  limit  or  modify  any of Lessor's rights or
remedies  under  Section  24  of this Lease; provided, however, that such waiver
                 -----------                 --------  -------
shall not preclude Lessee from asserting any claim of Lessee against Lessor in a
separate  cause  of  action;  and  provided  further, that such waiver shall not
                                   --------  -------
affect  Lessor's  obligations of good faith, diligence, reasonableness and care.

     (c)     If,  notwithstanding  the express intent of the parties, a court of
competent  jurisdiction  determines that this Agreement is not a true lease, but
rather one intended as security, then solely in that event and for the expressly
limited purposes thereof, Lessee shall be deemed to have hereby granted Lessor a
first  priority, perfected security interest in this Lease, the Aircraft and all
accessions  thereto,  substitutions  and replacements therefor, and all products
and  proceeds  (including  insurance  proceeds)  thereof;  to  secure the prompt
payment  and  performance as and when due of all obligations and indebtedness of
Lessee  (or  any  Affiliate  of  Lessee)  to  Lessor,  now existing or hereafter
created.  For  the  purposes of this paragraph, this Lease or a photocopy hereof
may  be  filed  as  a  financing  statement  under  the Uniform Commercial Code.

     36.     TIME  IS  OF THE ESSENCE.  Time and strict and punctual performance
             ------------------------
are  of  the  essence  with  respect  to  each  provision  of  this  Lease.

     37.     DISCLAIMER  OF  CONSEQUENTIAL DAMAGES.  LESSEE AGREES THAT IT SHALL
             -------------------------------------
NOT  BE  ENTITLED  TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT
MAY  OTHERWISE  HAVE TO RECOVER, CONSEQUENTIAL DAMAGES AS A RESULT OF ANY BREACH
OR  ALLEGED  BREACH  BY  LESSOR  OF  ANY  OF  THE AGREEMENTS, REPRESENTATIONS OR
WARRANTIES  OF  LESSOR  CONTAINED  IN  THIS  LEASE.

     38.     WAIVER OF JURY TRIAL.  THE LESSEE AND THE LESSOR HEREBY WAIVE TRIAL
             --------------------
BY  JURY  IN  ANY  JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING,
DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT, CONTRACT OR
OTHERWISE)  IN  ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE
OR  THE  RELATIONSHIP  ESTABLISHED  HEREUNDER.

     39.     TRUTH-IN-LEASING  CLAUSE.  (a)  LESSEE  HAS REVIEWED THE AIRCRAFT'S
             ------------------------
MAINTENANCE  AND OPERATING LOGS SINCE ITS DATE OF MANUFACTURE AND HAS FOUND THAT
THE  AIRCRAFT)  HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 (AND PART 135 OF
THE  FEDERAL  AVIATION  REGULATIONS  SINCE  INCEPTION  OF  OPERATIONS.  LESSEE
CERTIFIES  THAT  THE AIRCRAFT PRESENTLY COMPLIES WITH THE APPLICABLE MAINTENANCE
AND  INSPECTION  REQUIREMENTS  OF PART 91 (AND PART 135) OF THE FEDERAL AVIATION
REGULATIONS.


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 49
<PAGE>
          (b)     LESSEE  CERTIFIES  THAT LESSEE, AND NOT LESSOR, IS RESPONSIBLE
FOR  OPERATIONAL  CONTROL  OF THE AIRCRAFT UNDER THIS AGREEMENT DURING THE LEASE
TERM.  LESSEE  FURTHER  CERTIFIES THAT LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR
COMPLIANCE  WITH  APPLICABLE  FEDERAL  AVIATION  REGULATIONS.

          (c)     LESSEE  CERTIFIES  THAT  THE  AIRCRAFT  WILL BE MAINTAINED AND
INSPECTED  UNDER  PART 91 (AND PART 135) OF THE FEDERAL AVIATION REGULATIONS FOR
OPERATIONS  TO  BE  CONDUCTED  UNDER  THIS  LEASE.  LESSEE  UNDERSTANDS  THAT AN
EXPLANATION  OF  FACTORS  BEARING  ON  OPERATIONAL CONTROL AND PERTINENT FEDERAL
AVIATION  REGULATIONS  CAN  BE  OBTAINED  FROM  THE NEAREST FAA FLIGHT STANDARDS
DISTRICT  OFFICE,  GENERAL  AVIATION  DISTRICT  OFFICE,  OR AIR CARRIER DISTRICT
OFFICE.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
                                                                         Page 50
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Aircraft Lease
Agreement to be duly executed by their duly authorized representatives as of the
date  first  written  above.

                                             LESSOR:

                                             C.I.T.  LEASING  CORPORATION


                                             By:  /s/  Mark  Saylor
                                                 ---------------------------
                                             Name:  Mark  Saylor
                                             Title:  Vice  President



                                             LESSEE:

                                             ARCH AIR MEDICAL SERVICE, INC.


                                             By:  /s/  Aaron  D.  Todd
                                                 ----------------------------
                                             Name:  Aaron  D.  Todd
                                             Title:  Chief  Financial  Officer


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
<PAGE>
                                   SCHEDULE A
                                       TO
                            AIRCRAFT LEASE AGREEMENT

                             DESCRIPTION OF AIRCRAFT




SEE  ATTACHED  ANNEXES  I-1 THROUGH I-7 CORRESPONDING TO THE AIRCRAFT SUBJECT TO
               ------------------------
THE  LEASE


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.3
<PAGE>
                                   SCHEDULE B
                                       TO
                            AIRCRAFT LEASE AGREEMENT

                        ADDRESSES AND PAYMENT INFORMATION



Location  of  Payment  of  Rent:
-------------------------------

                            Bank  of  America
                            Remittance  Banking
                            CIT  Equipment  Finance

                            1000  West  Temple  Street
                            Los  Angeles,  California  90012
                            ABA  Number:  121000358
                            Account  Number:  1233-5-18855
                            For  Credit  to:  C.I.T.  Leasing  Corporation
                            or  at such other place as Lessor shall designate to
                            Lessee in writing


Home  of  Aircraft:
------------------

<TABLE>
<CAPTION>
AIRCRAFT TYPE  SERIAL NO.  AIRCRAFT DELIVERY LOCATION BY AIRCRAFT
-------------  ----------  --------------------------------------------------------
<C>            <C>         <S>
1. BK 117 B-1        7139  Joplin Medflight; St John's Hospital; 2727 McClellan
                           Blvd.; Joplin, MO (non-airport location)
-------------  ----------  --------------------------------------------------------
2. BK 117 B-1        7158  ARCH Air Medical Services; 18500 Edison Ave;
                           Chesterfield, MO-Spirit of St. Louis Airport
-------------  ----------  --------------------------------------------------------
3. BK 117 B-1        7201  ARCH Air Medical Services; 10125 Airport Rd.; Sparta
                           Airport; Sparta IL-Sparta Municipal Airport (non-airport
                           location)
-------------  ----------  --------------------------------------------------------
4. BK 117 B-1        7207  ARCH Air Medical Services; 2207 Scott Ave; St Louis,
                           MO (non-airport location)
-------------  ----------  --------------------------------------------------------
5. BK 117 B-1        7216  ARCH Air Medical Services; 2207 Scott Ave; St Louis,
                           MO (non-airport location)
-------------  ----------  --------------------------------------------------------
6. B-100               64  ARCH Air Medical Services; 18500 Edison Ave;
                           Chesterfield, MO-Spirit of St. Louis Airport
-------------  ----------  --------------------------------------------------------
7. B-100               27  ARCH Air Medical Services; 18500 Edison Ave;
                           Chesterfield, MO-Spirit of St. Louis Airport
-------------  ----------  --------------------------------------------------------
</TABLE>


Continue  next  page--


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
<PAGE>
Notice  Address  of  Lessor:
---------------------------

                                         The  C.I.T.  Leasing  Corporation
                                         1540  Fountainhead  Parkway
                                         Tempe,  Arizona  85282

                                         Attention:  Vice  President,  Credit
                                         ---------
                                         Telecopier:  (480)858-1496

                                         with  a  copy  to:

                                         The CIT Group/Equipment Financing, Inc.
                                         650  CIT  Drive
                                         Livingston,  New  Jersey  07039
                                         Attention:  Chief  Credit  Officer
                                         ---------
                                         Telecopier:   (201)740-5005

Address  of  Lessee:
-------------------

                                         ARCH  Air  Medical  Service,  Inc.
                                         7301  South  Peoria  Street
                                         Englewood,  Colorado  80112
                                         Attention:  Chief  Financial  Officer
                                         ---------
                                         Telecopier:  790-4780


Address  of  Agent  for  Service  of
------------------------------------
Process  for  Lessee  in  New  York:
-----------------------------------

                                         CT  CORPORATION
                                         1633  Broadway
                                         New  York,  New  York  10019
                                         Attention:  Timothy  Carlson


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.3
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.     DEFINITIONS                                                             1
       -----------
2.     AGREEMENT  FOR  PURCHASE  AND LEASE OF AIRCRAFT; MAXIMUM FUNDING;
       -----------------------------------------------------------------
FUNDING PROCEDURES                                                             9
------------------
3.     TERM                                                                   10
       ----
4.     RETURN  OF  AIRCRAFT                                                   10
       --------------------
5.     RENT                                                                   13
       ----
6.     NET  LEASE;  LESSOR'S  TITLE                                           14
       ----------------------------
7.     EARLY  BUYOUT  OPTIONS                                                 14
       ----------------------
8.     END  OF  LEASE  RENEWAL  ANDPURCHASE  OPTION                           15
       --------------------------------------------
9.     USE  OF  AIRCRAFT;  COMPLIANCE  WITH  LAWS                             16
       ------------------------------------------
10.     MAINTENANCE  OF  AIRCRAFT                                             17
        -------------------------
11.     REPLACEMENT  OF PARTS; ALTERATIONS; MODIFICATIONS; AND ADDITIONS      18
        ----------------------------------------------------------------
12.     REGISTRATION;  DELIVERY;  RECORDATION;  INSIGNIA  AND INSPECTION      19
        ----------------------------------------------------------------
13.     ASSIGNMENT  AND  SUBLEASING                                           20
        ---------------------------
14.     LIENS                                                                 21
        -----
15.     LOSS,  DAMAGE  OR  DESTRUCTION                                        21
        ------------------------------
16.     INSURANCE                                                             24
        ---------
17.     GENERAL  TAX  INDEMNIFICATION                                         27
        -----------------------------
18.     GENERAL  INDEMNITIES                                                  30
        --------------------
19.     NO  WARRANTIES                                                        32
        --------------
20.     FINANCIAL  INFORMATION                                                33
        ----------------------
21.     CONDITIONS  PRECEDENT                                                 34
        ---------------------
22.     LESSEE'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS                38
        ------------------------------------------------------
23.     EVENTS  OF  DEFAULT                                                   41
        -------------------
24.     REMEDIES  UPON  DEFAULT                                               43
        -----------------------
25.     LESSOR'S  RIGHT  TO  PERFORM  FOR  LESSEE                             45
        -----------------------------------------
26.     LATE  CHARGES                                                         45
        -------------
27.     FURTHER  ASSURANCES                                                   45
        -------------------
28.     NOTICES                                                               45
        -------
29.     GOVERNING  LAW  AND  CONSENT  TO  JURISDICT                           45
        -------------------------------------------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
<PAGE>
30.     MISCELLANEOUS                                                         46
        -------------
31.     EFFECT  OF  THIS  LEASE                                               47
        -----------------------
32.     SURVIVAL                                                              47
        --------
33.     BROKERS                                                               47
        -------
34.     TRANSACTION  COSTS                                                    47
        ------------------
35.     INTENT                                                                48
        ------
36.     TIME  IS  OF  THE  ESSENCE                                            48
        --------------------------
37.     DISCLAIMER  OF  CONSEQUENTIAL  DAMAGES                                48
        --------------------------------------
38.     WAIVER  OF  JURY  TRIAL                                               49
        -----------------------
39.     TRUTH-IN-LEASING  CLAUSE                                              49
        ------------------------


                                       Air Methods 2000 Aircraft Lease Agreement
                                                              10679.108.107383.5
<PAGE>