TERM LOAN PROMISSORY NOTE

$1,350,000.00                                              St.  Louis,  Missouri
                                                                April  25,  2000

     FOR  VALUE  RECEIVED,  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  Three  Hundred  Fifty Thousand Dollars ($1,350,000.00) bearing
interest  from the date hereof to maturity on the principal balance from time to
time  outstanding  hereon  at  the  rate of Eight and 01/100 Percent (8.01%) per
annum,  both  principal  and  interest being due and payable in Eighty-Four (84)
consecutive  monthly  installments  as  follows:  Eighty-Three  (83)  equal
consecutive  monthly  installments  of  principal  and interest in the amount of
Twenty-One  Thousand,  Forty-Eight and 12/100 Dollars ($21,048.12) each, due and
payable  on  the first (1st) day of each month commencing June 1, 2000, with the
Eighty-Fourth (84th) and final installment in the amount of the then outstanding
principal  balance of this Note, plus all accrued and unpaid interest hereon due
and  payable  on  April 25, 2007.  From and after the declaration of an Event of
Default  (as  defined  in the Loan Agreement referred to below) by Lender and so
long as such Event of Default has not been waived in writing by Lender, interest
shall accrue and be payable monthly on the outstanding principal balance of this
Note  at a rate per annum equal to Eleven and 01/100 Percent (11.01%).  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 Eleven and 01/100
Percent  (11.01%).  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.

     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, provided that: (i)
partial  prepayments  shall  be  applied  to  the payment of the installments of
principal  of this Note in the inverse order of their stated maturities; (ii) on
each  prepayment date, Borrower shall pay to the order of Lender all accrued and
unpaid  interest  on  the  principal  portion  of this Note being prepaid to and
including  the  date  of  such  prepayment  and  (iii)  on each prepayment date,
Borrower  shall  pay  Lender  the  Prepayment  Fee  under  the  Loan  Agreement.

     This  Note is the Term Loan 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, renewed or restated, 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.

     Notwithstanding  any  provision  contained in the Loan Agreement or in this
Note  to  the  contrary,  the  entire outstanding principal balance of this Note
together  with  all accrued and unpaid interest thereon shall be immediately due
and  payable  in  the event that the Loan Agreement is terminated by Borrower or
Lender  or  otherwise  ceases  to  be  in  full force and effect for any reason.

     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 or interest due
under  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  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 or interest due under 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,  notice  of  dishonor,  protest  and  notice  of  protest.

     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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