REVOLVING CREDIT NOTE

$1,500,000.00                                              St.  Louis,  Missouri
                                                                April  25,  2000

     FOR  VALUE  RECEIVED,  on  the last day of the Revolving Credit Period, the
undersigned,  ARCH  AIR  MEDICAL  SERVICE,  INC.,  a  Missouri  corporation
("Borrower"),  hereby  promises  to  pay  to  the order of FIRSTAR BANK, N.A., a
national  banking  association ("Lender"), the principal sum of One Million Five
Hundred  Thousand  Dollars  ($1,500,000.00),  or  such  lesser  sum  as may then
constitute  the  aggregate unpaid principal amount of all Revolving Credit Loans
made  by  Lender  to  Borrower pursuant to the Loan Agreement referred to below.
The  aggregate  principal amount of Revolving Credit Loans which Lender shall be
committed  to  have outstanding under this Note at any one time shall not exceed
One  Million  Five Hundred Thousand Dollars ($1,500,000.00), which amount may be
borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms
and  conditions  of  this  Note  and  of  the  Loan Agreement referred to below.

     Borrower  further  promises  to  pay to the order of Lender interest on the
unpaid  principal balance from time to time outstanding under this Note prior to
maturity  as  follows:  (a)  so long as no Event of Default has been declared by
Lender  and  is  continuing,  at a rate per annum equal to the Prime Rate, which
rate  of  interest  shall fluctuate as and when said Prime Rate shall change and
(b)  from and after the declaration of an Event of Default by Lender and so long
as such Event of Default has not been waived in writing by Lender, at a rate per
annum  equal to Three Percent (3%) over and above the Prime Rate, fluctuating as
aforesaid.  Said  interest  shall  be  payable monthly on the first (1st) day of
each  month commencing May 1, 2000, and at the maturity of this Note, whether by
reason  of acceleration or otherwise.  From and after the maturity of this Note,
whether  by  reason  of  acceleration or otherwise, interest shall accrue and be
payable  on demand on the entire outstanding principal balance of this Note at a
rate  per  annum  equal  to  Three  Percent  (3%) over and above the Prime Rate,
fluctuating as aforesaid.  All payments received by Lender under this Note shall
be  allocated  among  the principal, interest, collection costs and expenses and
other  amounts  due  under  this  Note  in such order and manner as Lender shall
elect.  The  amount of interest accruing under this Note shall be computed on an
actual  day,  360-day  year  basis.

     All  payments  of  principal  and interest under this Note shall be made in
lawful  currency  of the United States in Federal or other immediately available
funds at the office of Lender situated at One Firstar Plaza, St. Louis, Missouri
63101,  or  at such other place as the holder of this Note may from time to time
designate  in  writing.

     Lender  shall record the date and amount of each Revolving Credit Loan made
by  it  to Borrower and the date and amount of each payment of principal made by
Borrower  with  respect thereto, and may, if Lender so elects in connection with
any  transfer  or  enforcement  of this Note, endorse on the schedules forming a
part  of  this  Note appropriate notations to evidence the foregoing information
with  respect  to  each  such  Revolving Credit Loan then outstanding; provided,
however,  that  the  obligation  of Borrower to repay each Revolving Credit Loan
made  to Borrower hereunder shall be absolute and unconditional, notwithstanding
any failure of Lender to make any such recordation or endorsement or any mistake
by  Lender  in  connection  with any such recordation or endorsement.  Lender is
hereby  irrevocably authorized by Borrower to so endorse this Note and to attach
to  and make a part of this Note a continuation of any such schedule as and when
required.  The  books  and records of Lender (including, without limitation, the
schedules attached to this Note) showing the account between Lender and Borrower
shall be admissible in evidence in any action or proceeding and shall constitute
prima  facie  proof  of  the  items therein set forth in the absence of manifest
error.

     Subject  to  the  terms  of  the Loan Agreement referred to below, Borrower
shall  have the right to prepay all at any time or any portion from time to time
of  the  unpaid  principal  of  this  Note prior to maturity, without penalty or
premium.

     This  Note  is  the  Revolving Credit Note referred to in that certain Loan
Agreement  dated the date hereof by and between Borrower and Lender (as the same
may  from  time  to  time  be  amended, modified, extended or renewed, the "Loan
Agreement").  The  Loan  Agreement,  among other things, contains provisions for
acceleration  of the maturity of this Note upon the occurrence of certain stated
events  and  also  for  prepayments on account of the principal of this Note and
interest  on  this  Note  prior  to the maturity of this Note upon the terms and
conditions  specified  therein.  All  capitalized  terms  used and not otherwise
defined  in this Note shall have the respective meanings ascribed to them in the
Loan  Agreement.


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     This  Note  is  secured  by,  among  other  things,  that  certain Security
Agreement  dated the date hereof and executed by Borrower in favor of Lender (as
the  same  may  from  time  to  time  be amended, modified, extended, renewed or
restated,  the  "Security  Agreement"),  that certain Deed of Trust and Security
Agreement  dated  the  date  hereof  and executed by Borrower for the benefit of
Lender  (as  the  same  may  from  time  to time be amended, modified, extended,
renewed  or restated, the "Missouri Deed of Trust "), that certain Assignment of
Leases  and Rents dated the date hereof and executed by Borrower for the benefit
of  Lender  (as  the  same may from time to time be amended, modified, extended,
renewed  or  restated,  the  "Assignment  of Leases and Rents") and that certain
Mortgage  and  Security Agreement dated the date hereof and executed by Borrower
in  favor  of  Lender  (as  the same may from time to time be amended, modified,
extended,  renewed  or  restated,  the  "Illinois  Mortgage"), to which Security
Agreement,  Missouri  Deed of Trust, Assignment of Leases and Rents and Illinois
Mortgage  reference  is  hereby  made  for  a  description of the security and a
statement  of  the  terms  and  conditions  upon  which  this  Note  is secured.

     If  Borrower shall fail to make any payment of any principal of or interest
on  this Note as and when the same shall become due and payable, or if any Event
of  Default  shall occur under or within the meaning of the Loan Agreement, then
Lender's  obligation  to  make additional Revolving Credit Loans under this Note
may  be  terminated  in  the  manner and with the effect as provided in the Loan
Agreement  and  the  entire  outstanding  principal balance of this Note and all
accrued  and  unpaid  interest thereon may be declared to be immediately due and
payable  in  the  manner  and with the effect as provided in the Loan Agreement.

     In  the event that any payment of any principal of or interest on this Note
is  not paid when due, whether by reason of maturity, acceleration or otherwise,
and  this Note is placed in the hands of an attorney or attorneys for collection
or  for  foreclosure  of  the Security Agreement, the Missouri Deed of Trust the
Assignment  of Leases and Rents and/or the Illinois Mortgage, or if this Note is
placed  in the hands of an attorney or attorneys for representation of Lender in
connection  with  bankruptcy or insolvency proceedings relating hereto, Borrower
promises  to  pay  to  the  order  of  Lender,  in addition to all other amounts
otherwise due hereon, the costs and expenses of such collection, foreclosure and
representation,  including,  without  limitation, reasonable attorneys' fees and
expenses  (whether  or  not  litigation shall be commenced in aid thereof).  All
parties  hereto  severally  waive  presentment  for payment, demand for payment,
protest,  notice  of  protest  and  notice  of  dishonor.

     This  Note  shall  be  governed  by  and  construed  in accordance with the
substantive  laws of the State of Missouri (without reference to conflict of law
principles).


                                              ARCH  AIR  MEDICAL  SERVICE,  INC.



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


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