EXHIBIT 10.2

                    ASSET PURCHASE AGREEMENT

                            BETWEEN

                    SAMARITAN HEALTH SYSTEM

                              AND

                    AIR EVAC SERVICES, INC.

                 Dated as of December 31, 1997
                    ASSET PURCHASE AGREEMENT
                            BETWEEN
                    SAMARITAN HEALTH SYSTEM
                              AND
                    AIR EVAC SERVICES, INC.

                       TABLE OF CONTENTS


ARTICLE I  PURCHASE AND SALE OF ASSETS                         -1-
          1.1  Purchase and Sale of Assets.                    -1-
          1.2  Transfer and Conveyance                         -2-
          1.3  Assumption of Certain Obligations               -2-

ARTICLE II  PURCHASE PRICE                                     -3-
          2.1  Purchase Price                                  -3-
          2.2  Allocation of Purchase Price                    -3-

ARTICLE III SAMARITAN'S GENERAL REPRESENTATIONS AND
          WARRANTIES                                           -3-
          3.1  Due Organization and Qualification.             -3-
          3.2  Corporate Power and Authority                   -3-
          3.3  Investment Representations                      -4-
          3.4  True, Correct and Complete Information          -4-

ARTICLE  IV SAMARITAN'S REPRESENTATIONS AND WARRANTIES WITH
          RESPECT TO THE BUSINESS AND ASSETS                   -5-
          4.1  Availability of Documents                       -5-
          4.2  Title; Use of Assets                            -5-
          4.3  Inventory                                       -5-
          4.4  Physical Properties                             -5-
          4.5  Trademarks, Etc.                                -6-
          4.6  Permits                                         -6-
          4.7  Compliance with Laws                            -7-
          4.8  Material Contracts                              -7-
          4.9  Contract Defaults                               -8-
          4.10 Litigation                                      -8-
          4.11 Financial Statements and Results of Operations  -9-
          4.12 Employee Benefits                               -9-
          4.13 Employees; Employee Relations                  -10-
          4.14 Consents                                       -11-
          4.15 Insurance                                      -12-
          4.16 Taxes                                          -12-
          4.17 Business Relations                             -12-
          4.18 Environmental Laws and Regulations             -12-
          4.19 Absence of Certain Changes or Events           -13-
          4.20 Broker's and Finder's Fees                     -13-
          4.21 Restrictive Documents or Laws                  -13-
          4.22 EMTALA                                         -13-
          4.23 Medicare and Medicaid Programs; Licensure, etc -13-
          4.24 Fraud and Abuse and Stark Law                  -14-

ARTICLE V   REPRESENTATIONS AND WARRANTIES OF THE COMPANY     -14-
          5.1  Organization and Authority                     -14-
          5.2  Consents                                       -15-
          5.3  Broker's and Finder's Fees                     -15-
          5.4  Litigation                                     -15-
          5.5  Employees                                      -15-
          5.6  Preferred Stock                                -15-
          5.7  Capitalization                                 -16-

ARTICLE VI  COVENANTS OF SAMARITAN WITH RESPECT TO THE
          BUSINESS                                            -16-
          6.1  Affirmative Covenants                          -16-
          6.2  Negative Covenants                             -16-
          6.3  Access to Properties and Records               -17-
          6.4  Employees of Samaritan                         -18-
          6.5  Approvals of Third Parties                     -18-
          6.6  Notices                                        -18-
          6.7  Access to Books and Records                    -18-
          6.8  No Solicitation of Offers                      -18-
          6.9  Release of Financing Statements                -18-
          6.10 Maintenance of Existence                       -18-

ARTICLE VII COVENANTS OF THE COMPANY                          -19-
          7.1  Access to Properties and Records               -19-
          7.2  Approvals of Third Parties                     -19-
          7.3  Removal of Samaritan Name                      -19-

ARTICLE VIII CONDITIONS TO OBLIGATIONS OF THE COMPANY         -20-
          8.1  Representations and Warranties of Samaritan    -20-
          8.2  Covenants of Samaritan                         -20-
          8.3  Samaritan's Certificate                        -20-
          8.4  Noncompetition Agreements                      -20-
          8.5  Certain Payments to Employees                  -20-
          8.6  No Casualty Losses                             -21-
          8.7  Certificates of Authorities                    -21-
          8.8  Litigation                                     -21-
          8.9  Satisfactory to the Company's Counsel          -21-
          8.10 Opinion of Samaritan's Counsel                 -21-
          8.11 No Material Adverse Effect                     -21-
          8.12 Consents                                       -22-
          8.13 Financing                                      -22-
          8.14 Service Agreement                              -22-
          8.15 Further Assurances                             -22-

ARTICLE IX  CONDITIONS TO OBLIGATIONS OF SAMARITAN            -22-
          9.1  Representations and Warranties of the Company  -22-
          9.2  Covenants of the Company                       -22-
          9.3  Certificate of the Company                     -22-
          9.4  Certificates of Authorities                    -23-
          9.5  Satisfactory to Samaritan's Counsel            -23-
          9.6  Opinion of the Company's Counsel               -23-
          9.7  Option Agreement                               -23-
          9.8  Consents                                       -23-

ARTICLE X CLOSING                                             -23-
          10.1 Date and Place of Closing                      -23-
          10.2 Samaritan's Performance                        -23-
          10.3 The Company's Performance                      -24-
          10.4 Other Instruments                              -25-

ARTICLE XI INDEMNIFICATION AND POST-CLOSING MATTERS           -25-
          11.1 Indemnification by Samaritan                   -25-
          11.2 Indemnification by the Company                 -26-
          11.3 Notice of Loss                                 -26-
          11.4 Payment                                        -26-
          11.5 Right to Defend                                -27-
          11.6 Cooperation                                    -27-
          11.7 Limitation on Indemnification                  -28-
          11.8 Survival of Representations and Covenants      -28-
          11.9 Non-exclusivity of Indemnification Remedies    -28-
          11.10 Interest                                      -28-
          11.11 Right to Require Cure of Breach               -28-

ARTICLE XII TERMINATION                                       -29-
          12.1 Termination                                    -29-
          12.2 No Further Force or Effect                     -29-

ARTICLE XIII MISCELLANEOUS                                    -30-
          13.1 Expenses                                       -30-
          13.2 Entire Agreement                               -30-
          13.3 Publicity                                      -30-
          13.4 Successors and Assigns                         -30-
          13.5 Counterparts                                   -30-
          13.6 Headings                                       -30-
          13.7 Use of Certain Terms                           -30-
          13.8 Modification and Waiver                        -31-
          13.9 Notices                                        -31-
          13.10 Governing Law                                 -32-
          13.11 Reformation and Severability                  -32-
          13.12 Remedies Cumulative                           -32-

SCHEDULES:
     Schedule 1.1A  Assets and Assumed Contracts
     Schedule 1.1B  Excluded Assets
     Schedule 4.2   Good Title to Assets; Encumbrances
     Schedule 4.5   Trademarks, Etc.
     Schedule 4.6   Permits
     Schedule 4.8   Material Contracts
     Schedule 4.10  Litigation
     Schedule 4.11  Financial Statement and Results of Operations
     Schedule 4.12  Employee Benefits
     Schedule 4.13  Employees
     Schedule 4.14  Consents
     Schedule 4.17  Business Relations
     Schedule 4.18  Environmental Matters
     Schedule 4.19  Absence of Certain Changes or Events
     Schedule 4.21  Restrictive Documents or Laws
     Schedule 4.23  Medicare and Medicaid Programs
     Schedule 5.2   Buyer's Consents

EXHIBITS:
     Exhibit A      Bill of Sale and Assignment
     Exhibit B      Assumption Agreement
     Exhibit C      Articles of Incorporation of the Company
     Exhibit D      Allocation of Purchase Price
     Exhibit E      Noncompetition Agreement
     Exhibit F      Matters Covered by Opinion  of
                    Samaritan's Counsel - Lyle O. Reinsch
     Exhibit G      Service Agreement
     Exhibit H      Matters Covered by Opinion  of
                    Company's  Special Counsel  -  Locke  Purnell
                    Rain Harrell (A Professional Corporation)
     Exhibit I      Option Agreement

                    ASSET PURCHASE AGREEMENT

      THIS AGREEMENT (this "Agreement") is made and entered  into
as  of  the  31st day of December, 1997, by and between Samaritan
Health  System,  an Arizona non-profit corporation ("Samaritan"),
and  Air  Evac  Services,  Inc.,  a  Louisiana  corporation  (the
"Company").

       WHEREAS,  Samaritan  operates  an  air  medical  transport
business under the name "Samaritan AirEvac" (the "Business"); and

      WHEREAS, Samaritan desires to sell to the Company, and  the
Company  desires to buy from Samaritan, certain specified  assets
used in the Business, which are described below, on the terms and
conditions specified hereinbelow.

      NOW,  THEREFORE,  for and in consideration  of  the  mutual
representations, warranties, covenants and agreements hereinafter
set   forth  and  other  good  and  valuable  consideration,  the
sufficiency  and  receipt of which are hereby  acknowledged,  and
upon  the  terms  and subject to the conditions  hereinafter  set
forth, the parties do hereby agree as follows:

                           ARTICLE I
                  PURCHASE AND SALE OF ASSETS

      I.1   Purchase and Sale of Assets.  At the Closing (as that
term  is  defined in Section 10.1), Samaritan, will sell, convey,
transfer,  assign  and deliver to the Company,  and  the  Company
shall  purchase  and accept from Samaritan, the following  assets
and  properties, free and clear of any and all options,  pledges,
mortgages,  security interests, liens, charges,  adverse  claims,
rights,   restrictions,   burdens  and  encumbrances   whatsoever
("Encumbrances"):

            (a)   All of the personal property and other tangible
assets  and  properties  of Samaritan  used  exclusively  in  the
operation  of the Business, wherever located and whether  or  not
described  or referred to herein, including, without  limitation,
all  aircraft, equipment, tools, vehicles, inventories (including
supplies  in  store,  maintenance items and  spare  parts  (which
hereinafter shall sometimes be collectively referred  to  as  the
"Inventory")), prepaid accounts and prepaid expenses,  furniture,
fixtures,  fixed  assets, books, reports and  records  listed  on
Schedule 1.1A;

            (b)   The  third  party payor agreements,  contracts,
leases, arrangements and commitments listed on Schedule 1.1A  and
no others;

            (c)  All intangible properties and rights (other than
third party payor agreements, contracts, leases, arrangements and
commitments not listed on Schedule 1.1A and the names  "Samaritan
AirEvac"  and  "Samaritan" which shall  be  Excluded  Assets  (as
defined below)), wherever located and whether or not described or
referred  to herein, including, without limitation, all know-how,
trade   secrets,   technology,   all   trade   names,   trademark
registrations   and   applications,   common   law    trademarks,
servicemarks,   copyrights   and  copyright   registrations   and
applications, and the goodwill related to trade names, trademarks
and servicemarks;

             (d)    All   licenses,  permits,  certificates   and
authorizations relating to the Assets or Business; and

             (e)   Any  other  property  or  right,  tangible  or
intangible, of Samaritan used exclusively in the Business  (other
than   third   party   payor   agreements,   contracts,   leases,
arrangements  and commitments not listed on Schedule  1.1A)  (the
items in (a) through (e) hereof hereinafter collectively referred
to as the "Assets");

provided,  however,  that Samaritan will  not  convey,  transfer,
assign  or  deliver  to  the Company, and the  Company  will  not
acquire  from  Samaritan,  the  items  listed  on  Schedule  1.1B
(collectively, the "Excluded Assets").

      I.2   Transfer and Conveyance.  Samaritan shall execute and
deliver to the Company at or prior to the Closing a Bill of  Sale
and  Assignment  in  substantially the form  attached  hereto  as
Exhibit  A  and  all  such  other assignments,  endorsements  and
instruments  of transfer as shall be necessary or appropriate  to
carry out the intent of this Agreement and as shall be sufficient
to  vest in the Company title to all of the Assets and all right,
title and interest of Samaritan thereto.

      I.3   Assumption of Certain Obligations.  Effective at  the
Closing and subject to the terms set forth herein, at the Closing
the   Company   shall  assume  and  be  liable  for   Samaritan's
obligations to render performance arising after the Closing  Date
under,  or  otherwise accruing after the Closing Date under,  the
third party payor agreements, contracts, leases, arrangements and
commitments  listed on Schedule 1.1A (but not any obligation  for
performance  or obligation or liability of Samaritan for  default
or  nonperformance  under  said  third  party  payor  agreements,
contracts, leases, arrangements and commitments arising prior  to
the   Closing)(collectively,  the  "Assumed  Liabilities").   The
Company  will  not assume and will not be liable for  any  debts,
contracts,   leases,   liabilities,  arrangements,   commitments,
obligations, restrictions or duties of Samaritan, other  than  as
specified  in the preceding sentence.  The Company shall  execute
and  deliver to Samaritan at the Closing an Assumption  Agreement
in substantially the form attached hereto as Exhibit B.  From and
after  the Closing, Samaritan shall remain responsible  for,  and
shall  pay and discharge on a timely basis, all debts, contracts,
leases,   liabilities,  arrangements,  commitments,  obligations,
restrictions  or duties of the Business not specifically  assumed
by  the  Company  under the Assumption Agreement  (the  "Excluded
Liabilities").

                           ARTICLE II
                         PURCHASE PRICE

      II.1   Purchase Price.  The purchase price for  the  Assets
(the  "Purchase Price") shall be (i) $8,400,000 cash  (the  "Cash
Consideration")  and  (ii) 1,000 shares of  Series  A  Cumulative
Accruing  Pay-in-Kind  Preferred Stock,  par  value  $100.00  per
share,  of  the  Company (the "Preferred  Stock").   The  rights,
preferences  and  limitations  of  the  Preferred  Stock  are  as
described in the Articles of Incorporation of the Company, a copy
of which is attached as Exhibit C to this Agreement.

      II.2   Allocation  of Purchase Price.   Samaritan  and  the
Company  agree  to  file  all income  tax  returns  and  reports,
including  without  limitation, IRS Form  8954,  to  reflect  the
allocation  of  the  Purchase Price in a manner  consistent  with
Exhibit   D  attached  hereto  and  not  to  take  any   position
inconsistent  therewith  before any governmental  agency  charged
with  the  collection  of  taxes or in  any  judicial  proceeding
relating solely to tax reporting.

                          ARTICLE III
       SAMARITAN'S GENERAL REPRESENTATIONS AND WARRANTIES

     Samaritan represents and warrants to the Company as follows:

      III.1 Due Organization and Qualification.  Samaritan  is  a
non-profit  corporation duly organized, validly existing  and  in
good standing under the laws of the State of Arizona, and has all
requisite corporate power and authority to own, lease or  operate
its  properties and to carry on its business as it  is  presently
being  operated and in the place where such properties are owned,
leased or operated and such business is conducted.  Samaritan  is
duly  qualified and licensed as a foreign non-profit  corporation
and  in good standing in each jurisdiction in which the character
or  location of the property owned, leased or operated by  it  or
the   nature   of  the  business  conducted  by  it  makes   such
qualification necessary unless the failure to be so qualified and
licensed would not have a material adverse effect on it.

      III.2  Corporate Power and Authority.  Samaritan  has  full
power,  authority and legal right to enter into  this  Agreement,
and  all  other  agreements  by and among  the  parties,  and  to
consummate the transactions contemplated hereby and thereby.  The
execution,   delivery  and  performance  of  this  Agreement   by
Samaritan, and all other agreements by and among the parties, and
the  consummation  of  the transactions contemplated  hereby  and
thereby, have been duly authorized by all requisite action and no
further  action  or  approval  is required  in  order  to  permit
Samaritan to consummate the transactions contemplated hereby  and
thereby.  This Agreement constitutes, and all other agreements by
and  among the parties, when executed and delivered in accordance
with  the  terms  thereof, will constitute the legal,  valid  and
binding  obligations of Samaritan enforceable in accordance  with
their  terms, except that (i) such enforcement may be subject  to
bankruptcy,  insolvency, reorganization,  moratorium  or  similar
laws affecting creditors' rights generally and (ii) the remedy of
specific performance and injunctive relief are subject to certain
equitable  defenses  and to the discretion of  the  court  before
which   any   proceedings   may  be   brought   (the   "Equitable
Exceptions").  The making and performance of this Agreement,  and
all   other  agreements  by  and  among  the  parties,  and   the
consummation of the transactions contemplated hereby and  thereby
in  accordance  with the terms hereof and thereof  will  not  (a)
conflict  with  the Articles of Incorporation or  the  Bylaws  of
Samaritan,  (b)  result  in  any breach  or  termination  of,  or
constitute  a  default under, or constitute an  event  that  with
notice  or lapse of time, or both, would become a default  under,
or  result  in the creation of any Encumbrance upon  any  of  the
Assets  under, or create any rights of termination,  cancellation
or  acceleration in any person under, any Material  Contract  (as
defined below), or violate any order, writ, injunction or decree,
to  which  Samaritan is a party, by which any of  the  Assets  or
business  or operations of Samaritan may be bound or affected  or
under  which  any  of  the Assets or business  or  operations  of
Samaritan  receive benefits, (c) result in the  loss  or  adverse
modification  of any license, certificate, franchise,  permit  or
other authorization granted to or otherwise held by Samaritan and
related  to  their  business operations  or  (d)  result  in  the
violation  of any provisions of law applicable to Samaritan,  the
violation  of which could have an adverse effect upon the  Assets
or business or operations of Samaritan.

     III.3 Investment Representations.

            (a)  Samaritan is an "accredited investor" within the
meaning  of  Rule  501(a) of Regulation D promulgated  under  the
Securities Act of 1933, as amended (the "Securities Act").

             (b)   Samaritan  understands  and  agrees  that  the
issuance   of  shares  of  Preferred  Stock  to  Samaritan   upon
consummation of the transactions contemplated hereby will not  be
registered   under  the  Securities  Act  and  applicable   state
securities  laws  and  that the issuance of shares  of  Preferred
Stock is intended to be exempt from the registration requirements
of  the Securities Act and applicable state securities laws.  The
certificates  representing such shares will be imprinted  with  a
legend indicating that such shares have not been registered under
the  Securities Act or any state securities laws and may  not  be
sold  without registration as required by the Securities Act  and
applicable state securities laws or exemptions therefrom, and  in
the  case of such an exemption, requiring delivery to the Company
of  a  legal opinion of counsel that such exemption is applicable
(such opinion and such counsel to be reasonably acceptable to the
Company).

            (c)   Samaritan is acquiring the shares of  Preferred
Stock  that  it will be receiving at the Closing for  Samaritan's
own  account  and  not  with a view to  distribution  thereof  in
violation of the Securities Act.  Samaritan has been afforded the
opportunity  to  ask questions of and receive  answers  from  the
Company  concerning the terms and conditions  of  the  shares  of
Preferred Stock, the business of the Company and has had all such
questions answered to its satisfaction and has been supplied  all
additional  information deemed necessary  by  it  to  verify  the
accuracy of all information provided.

      III.4  True, Correct and Complete Information.  All written
agreements,  lists, schedules, instruments, exhibits,  documents,
certificates,  reports,  books,  records,  statements  and  other
writings  furnished  to  the  Company  pursuant  hereto   or   in
connection  with this Agreement or the transactions  contemplated
hereby  are  and  will be complete and accurate in  all  material
respects  and  have  been  maintained  in  accordance  with   all
applicable  laws and regulations.  No representation or  warranty
by  Samaritan  contained  in  this Agreement,  in  the  schedules
attached  hereto  or  in  any  certificate  furnished  or  to  be
furnished  by Samaritan to the Company in connection herewith  or
pursuant hereto contains or will contain any untrue statement  of
a  material fact or omits or will omit to state any material fact
necessary  in  order  to make any statement contained  herein  or
therein not misleading.  There is no fact known to Samaritan that
has specific application to Samaritan, the Business or the Assets
(other  than  general economic or industry conditions)  and  that
materially  adversely  affects  or,  as  far  as  Samaritan   can
reasonably  foresee, materially threatens, the assets,  business,
prospects,  financial  condition, or  results  of  operations  of
Samaritan, the Business or the Assets that has not been set forth
in this Agreement or any schedule hereto.


                           ARTICLE IV
   SAMARITAN'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
                    THE BUSINESS AND ASSETS

      Samaritan  represents  and warrants  to  the  Company  with
respect  to  the  Business and the Assets (but not  the  Excluded
Assets) as follows:

       IV.1   Availability  of  Documents.   Samaritan  has  made
available  for  inspection  by the  Company  at  the  offices  of
Samaritan  true, correct and complete copies of its  Articles  of
Incorporation  and By-Laws and all third party payor  agreements,
contracts,  books  and  records  attributable  to  each  aircraft
composing  part of the Assets, leases, arrangements,  commitments
and  documents referred to herein or in any schedule referred  to
herein, in each case together with all amendments and supplements
thereto.

      IV.2   Title;  Use  of  Assets.  Samaritan  has,  and  upon
conveyance  of  the  Assets to the Company by  Samaritan  at  the
Closing, the Company will acquire and hold, good, marketable  and
valid  title to all of the Assets, free and clear of any and  all
Encumbrances  except as set forth on Schedule  4.2.   The  Assets
constitute all of the property now used in and necessary for  the
conduct of the Business as presently conducted.

     IV.3  Inventory.  The Inventory consists of current items of
a  quality and quantity that are usable in the ordinary course of
the  Business, are suitable for the purpose or purposes for which
they  will  be  used, and are in good condition.   Inventory  not
usable  in  the  Business  has been  written  down  in  value  in
accordance  with  the normal business practice  of  Samaritan  to
estimated net realizable market values.

      IV.4  Physical Properties.  Set forth on Schedule 4.2 is  a
description of (i) all aircraft owned or leased by Samaritan  and
included  among  the  Assets  (showing  aircraft  type,  aircraft
identification  number and whether owned  or  leased),  (ii)  all
vehicles  owned  or  leased by Samaritan and included  among  the
Assets  (showing motor vehicle identification numbers and whether
owned  or leased), and (iii) all physical properties (other  than
the types of properties referred to in (i) and (ii) above), real,
personal  or mixed, owned by or leased to Samaritan and  included
among  the  Assets, having an original cost in excess  of  $5,000
(exclusive  of Inventory).  Except as set forth in Schedule  4.2,
all  real  property  and structures and all  aircraft,  vehicles,
machinery,   equipment  and  other  tangible  personal   property
included  among  the  Assets  are suitable  for  the  purpose  or
purposes  for which they are being used (including compliance  in
all  material respects with all laws and regulations relating  to
such  use)  and  are  in  good condition, normal  wear  and  tear
excepted.    Samaritan  enjoys  peaceable   possession   of   all
properties owned or leased by it.

      IV.5  Trademarks, Etc.  Schedule 4.5 lists the domestic and
foreign   trade  names,  trademarks,  service  marks,   trademark
registrations  and  applications, service mark registrations  and
applications,  patents,  patent  applications,  patent  licenses,
software  licenses and copyright registrations  and  applications
owned  by  Samaritan  or used thereby in  the  operation  of  the
Business  (collectively,  the  "Intellectual  Property"),   which
Schedule  indicates (i) the term and exclusivity  of  its  rights
with  respect to the Intellectual Property and (ii) whether  each
item  of Intellectual Property is owned or licensed by Samaritan,
and  if  licensed,  the licensor and the license  fees  therefor.
Unless  otherwise  indicated on Schedule 4.5, Samaritan  has  the
right  to  use  and  license  the Intellectual  Property  and  to
transfer  and  convey  the  Intellectual  Property.   Each   item
constituting part of the Intellectual Property has been,  to  the
extent  indicated on Schedule 4.5, registered with, filed  in  or
issued  by,  as  the  case may be, the United States  Patent  and
Trademark  Office  or such other government entity,  domestic  or
foreign, as is indicated on Schedule 4.5; all such registrations,
filings  and issuances remain in full force and effect;  and  all
fees  and other charges with respect thereto are current.  Except
as  stated  on Schedule 4.5, there are no pending proceedings  or
adverse  claims  made  or,  to the best knowledge  of  Samaritan,
threatened  against  Samaritan with respect to  the  Intellectual
Property; there has been no litigation commenced or threatened in
writing  within  the  past five (5) years  with  respect  to  the
Intellectual  Property  or the rights of Samaritan  therein;  and
Samaritan has no knowledge that (i) the Intellectual Property  or
the use thereof by Samaritan before the Closing or by the Company
after  the  Closing  conflicts or will conflict  with  any  trade
names,  trademarks,  service marks,  trademark  or  service  mark
registrations  or  applications,  patents,  patent  applications,
patent  licenses  or copyright registrations or  applications  of
others ("Third Party Intellectual Property"), or (ii) such  Third
Party  Intellectual Property or its use by others  or  any  other
conduct  of  a third party conflicts with or infringes  upon  the
Intellectual Property or its use by Samaritan before the  Closing
or the Company after the Closing.

      IV.6  Permits.  Samaritan holds all licenses, certificates,
franchises,   permits  and  other  governmental   authorizations,
including   permits,   titles  (including,  without   limitation,
aircraft titles and motor vehicle titles and current certificates
of  air  worthiness  and registrations), fuel permits,  licenses,
franchises,  certificates,  trademarks,  trade  names,   patents,
patent  applications and copyrights owned or held  by  Samaritan,
the  absence of any of which could reasonably be expected to have
a   material   adverse   effect  on  the  business,   operations,
properties, assets or condition (financial or otherwise), results
of  operations  or  prospects of Samaritan,  the  Assets  or  the
Business  (the "Material Permits") and, since October  31,  1997,
there  has  been no event or condition of any character  (whether
actual,   or  to  the  knowledge  of  Samaritan,  threatened   or
contemplated  that  has had or can be reasonably  anticipated  to
have  a  material  adverse  effect on  the  financial  condition,
results of operations or prospects of the Business (collectively,
a  "Material  Adverse  Effect").  An accurate  list  and  summary
description  is  set  forth on Schedule 4.6 hereto  of  all  such
Material  Permits.   Except as set forth  in  Schedule  4.6,  the
Material Permits are valid and in full force and effect  and  may
be transferred to the Company at the Closing.   Samaritan has not
received  any notice that any governmental authority  intends  to
cancel,  terminate  or  not renew any such Material  Permit,  and
there  is no existing breach of, and there is no existing grounds
for  rescission  or  withdrawal of, any of the Material  Permits.
Samaritan  has  conducted  and  is  conducting  its  business  in
compliance   with  the  requirements,  standards,  criteria   and
conditions  set  forth  in  each  of  the  Material  Permits  and
applicable  orders, approvals, variances, rules  and  regulations
and is not in violation of any of the foregoing except where such
noncompliance  or  violation would not have  a  Material  Adverse
Effect.   Except  as specifically provided on Schedule  4.6,  the
transactions contemplated by this Agreement will not result in  a
default  under  or a breach or violation of, or adversely  affect
the  rights and benefits afforded to Samaritan before the Closing
or  to  the  Company  after the Closing  by,  any  such  Material
Permits.   Each  aircraft composing part of the  Assets  is  duly
registered with the Federal Aviation Authority.

      IV.7   Compliance with Laws.  Samaritan (including, without
limitation,  its  medical director, nurses,  licensed  employees,
ambulance  crew  and others providing air ambulance  and  patient
care  services)  (i)  has  complied with all  laws,  regulations,
licensing  requirements and orders applicable to its business  or
personnel,  the  noncompliance with  which  could  reasonably  be
expected  to have a Material Adverse Effect, and (ii)  has  filed
with  the  proper authorities all statements and reports required
by  the  laws, regulations, licensing requirements and orders  to
which it or any of its employees (because of their activities  on
behalf  of  their employer) is subject, the failure of  which  to
file  could  reasonably be expected to have  a  Material  Adverse
Effect.   All  reports  and  returns  required  to  be  filed  by
Samaritan  with any governmental authority have been  filed,  and
were  accurate  and  complete when filed.  Without  limiting  the
generality  of  the foregoing:  (i) the operation of  Samaritan's
business as it is now or heretofore has been conducted does  not,
nor  does  any condition exist as to, give rise to or  constitute
the  grounds for a meritorious suit, action, claim or  demand  by
any  person or persons seeking compensation or damages or seeking
to  restrain,  enjoin or otherwise prohibit  any  aspect  of  the
conduct  of  such  business or the manner  in  which  it  is  now
conducted; and (ii) Samaritan has made all required payments with
the  appropriate governmental departments of the state, local and
federal   governments.   Samaritan  has  not  been  investigated,
charged,  fined,  sanctioned, audited by any  federal,  state  or
local  regulatory authority for alleged violations  of  laws  and
regulations.

      IV.8  Material Contracts.  Set forth on Schedule 4.8  is  a
list  of  all  contracts, agreements, arrangements or commitments
(the  following, "Material Contracts") that relate to:   (i)  the
employment  of  any person other than personnel employed  at  the
pleasure  of Samaritan in the ordinary course of its business  at
rates  of compensation and on terms consistent with good business
practice;  (ii) collective bargaining with, or any representation
of  any  employees by, any labor union or association; (iii)  the
acquisition  or  provision of services,  spare  parts,  supplies,
equipment or other personal property involving more than  $25,000
or  that is not terminable by Samaritan upon not more than thirty
(30)  days'  notice without obligation on the part of  Samaritan;
(iv) the purchase or sale of real property; (v) lease of real  or
personal  property as lessor or lessee or sublessor or sublessee;
(vi)  lending  or advancing of funds other than the extension  of
credit  to trade purchasers in the ordinary course of Samaritan's
business  consistent with past business practice; (vii) borrowing
of  funds  or  receipt of credit other than by Samaritan  in  the
ordinary   course  of  business  consistent  with  good  business
practice  and except for trade payables in amounts and  on  terms
consistent with past practice; (viii) incurring of any obligation
or  liability except for transactions engaged in by Samaritan  in
the  ordinary  course of business consistent with  good  business
practice; (xi) the sale of personal property (other than sales of
Inventory in the ordinary course of business consistent with good
business practice) or services under which payments due after the
date  of  this  Agreement exceed $25,000; and (x) any  matter  or
transaction  not  in  the  ordinary course  of  the  business  of
Samaritan or that is inconsistent with the past business practice
of Samaritan.

     IV.9  Contract Defaults.  Samaritan is not in default in any
respect  under any Material Contract, and such Material Contracts
are  legal,  valid  and  binding obligations  of  the  respective
parties thereto in accordance with their terms and, except to the
extent  reflected in Schedule 4.8, have not been amended; and  no
defenses, offsets or counterclaims thereto have been asserted  or
to  the  best knowledge of Samaritan, may be made, by  any  party
thereto  other  than  Samaritan  nor  has  Samaritan  waived  any
substantial  rights thereunder.  Except as set forth in  Schedule
4.8,  Samaritan has not received any notice from any third  party
payor  or  supplier to the effect that such third party payor  or
supplier  will  terminate its relationship with  Samaritan  as  a
result of the transactions contemplated by this Agreement.

      IV.10 Litigation.  Set forth on Schedule 4.10 is a list  of
all  actions,  suits, proceedings, investigations,  arbitrations,
audits  or grievances pending against Samaritan or, to  the  best
knowledge  of Samaritan threatened against Samaritan, Samaritan's
business  or any property or rights of Samaritan, at  law  or  in
equity or before or by any court or federal, state, municipal  or
other  governmental department, commission, board, bureau, agency
or  instrumentality, domestic or foreign ("Agencies").   None  of
the   actions,  suits,  proceedings,  arbitrations,   audits   or
investigations listed on Schedule 4.10 either (i) has  or  would,
if  adversely determined, have a Material Adverse Effect or  (ii)
affects  or would, if adversely determined, affect the  right  or
ability  of  Samaritan to carry on its business substantially  as
now  conducted.  Samaritan is not subject to any continuing court
or   Agency   order,   writ,  injunction  or  decree   applicable
specifically to the Assets, the business operations of  Samaritan
or  employees  of Samaritan, or in default with  respect  to  any
order,  writ,  injunction or decree of any court or  Agency  with
respect  to  the Assets, its business, operations  or  employees.
Neither  Samaritan  nor  its officers or  directors  or  employee
management  knows or have grounds to know of any  basis  for  any
proceedings, investigations or inquiries against Samaritan except
as disclosed on Schedule 4.10.

     IV.11 Financial Statements and Results of Operations.

           (a)  Samaritan has previously furnished to the Company
true, correct and complete copies of the audited balance sheet of
Samaritan as of December 31, 1996, and the related statements  of
income,  shareholders' equity and  cash flows for the  three  (3)
fiscal  years  then  ended, as reviewed by Ernst  &  Young,  LLP,
certified public accountants, together with Samaritan's unaudited
balance sheet, statements of income and shareholders' equity  for
the  10-month  period ended October 31, 1997  (collectively,  the
"Financial  Statements").   The  Financial  Statements  (i)   are
accurate  and  in  accordance with  the  books  and  records  and
accounting methods of Samaritan, (ii) constitute true,  full  and
complete  disclosure of  the financial position  and  results  of
operations  of  Samaritan as of the dates  and  for  the  periods
indicated  and  (iii)  except for the lack of  footnotes  in  the
financial  statements for the 10-month period ended  October  31,
1997,  have  been prepared in accordance with generally  accepted
accounting principles consistently applied throughout the periods
involved.  Except as may be set forth on the Financial Statements
or   otherwise   disclosed  herein,  there  are  no  liabilities,
contingent or otherwise, by which Samaritan or any of the  Assets
or  the  Business  may  be  bound or affected  other  than  those
incurred in the ordinary course of business consistent with  good
business  practice  none of which could have a  Material  Adverse
Effect.   Samaritan  has previously permitted  the  Company  full
access   to   papers  pertaining  to  the  Financial  Statements,
including  those work papers in the possession of or prepared  by
Ernst & Young, LLP.

            (b)   Except to the extent (and not in excess of  the
amounts) reflected in the October 31, 1997 balance sheet included
in  the  Financial Statements or as disclosed on  Schedule  4.11,
Samaritan  does  not have any liabilities or obligations  of  any
nature  related  to  the  Business,  whether  absolute,  accrued,
unmatured,  contingent or otherwise that did  not  arise  in  the
ordinary  course of business from and after October 31, 1997,  or
any unsatisfied judgments.

      IV.12  Employee  Benefits.  Samaritan maintains  a  defined
benefit  pension plan (the "Pension Plan") and a  401(k)  Savings
Plan  (the  "Savings  Plan") and certain  cafeteria,  health  and
medical, insurance and short and long term disability plans  (the
"Welfare  Benefit Plans") listed in Schedule 4.12.   The  Pension
Plan and Savings Plan are hereinafter collectively referred to as
the  "Retirement  Plans."   The Welfare  Benefit  Plans  and  the
Retirement  Plans are collectively referred to  as  the  "Plans."
The  Plans are in substantial compliance with applicable law  and
have  been  administered and operated in  all  material  respects
according  to  their terms.  The Retirement Plans  are  qualified
within the meaning of Section 401(a) of the Code, and except  for
the  Savings  Plan, have received a favorable determination  from
the  Internal Revenue Service ("IRS"), and no event has  occurred
and  no condition exists that would be expected to result in  the
revocation  of  any  such determination.  A letter  requesting  a
favorable  determination from the IRS that the  Savings  Plan  is
qualified  under Section 401(a) of the Code will be submitted  by
Samaritan  to  the  IRS  within  the  remedial  amendment  period
specified  in  Section 401(b) of the Code.  The Pension  Plan  is
frozen,  as  of  December 1, 1993, and no  further  benefits  are
accruing  under the Pension Plan, except for certain transitional
benefits  available  to  certain  long  service  employees.   The
Savings  Plan  is not subject to Title IV of ERISA,  and  neither
Samaritan nor any Group Member has made any contributions  to  or
participated in any multi-employer plans, as defined  in  Section
3(37) of ERISA.  All contributions required to be made under  the
Retirement  Plans have been made (excluding any amounts  not  yet
due)  and all amounts properly accrued to date as liabilities  of
Samaritan that have not been paid have been properly recorded  on
the  Financial  Statements.  The Savings Plan is not  subject  to
Part  3 of Subtitle B of Title 1 of ERISA.  No lien imposed under
Section 401(a)(29) or Section 412(n) of the Code, Section  302(f)
or  Section  4068  of ERISA, or arising out of any  action  filed
under  Section 4301(b) of ERISA, exists upon any of  the  Assets.
Neither  Samaritan nor, to the best knowledge of  Samaritan,  any
other  "disqualified person" or "party in interest"  (within  the
meaning  of Section 4975(e)(2) of the Code and Section  3(14)  of
ERISA,   respectively)  has  engaged  in  any   transactions   in
connection with any Plan that could be expected to result in  the
imposition  of a material penalty pursuant to Section  502(i)  of
ERISA,  damages  pursuant to Section  409  of  ERISA,  or  a  tax
pursuant  to  Section 4975(a) of the Code which  would  adversely
affect  the  Company or the Assets.  No material  claim,  action,
proceeding or litigation has been made, commenced or, to the best
knowledge  of  Samaritan, threatened with  respect  to  any  Plan
(other than for benefits payable in the ordinary course and  PBGC
insurance  premiums).   No  Plan  or  related  trust   owns   any
securities  in  violation  of  Section  407  of  ERISA.   Neither
Samaritan  nor  any Group member has incurred  any  liability  or
taken  any action, that could cause it to incur, and has received
no  notice of, any liability (i) under Section 412 of the Code or
Title  IV  of  ERISA with respect to any "single  employer  plan"
(within  the  meaning of Section 4001(a)(15) of ERISA),  (ii)  on
account  of a partial or complete withdrawal (within the  meaning
of  Section 4205 and 4203 of ERISA, respectively) with respect to
any "multi-employer plan" (within the meaning of Section 3(37) of
ERISA),  (iii)  on account of unpaid contributions  to  any  such
multi-employer plan, or (iv) to provide health benefits or  other
non-pension  benefits to retired or former employees,  except  as
specifically  required  by Section 4980B(f)  of  the  Code.   For
purposes of this Agreement, "Group Member" shall mean any  member
of  any  "affiliated service group," as defined in Section 414(m)
of   the  Code,  that  includes  Samaritan,  any  member  of  any
"controlled group of corporations" as defined in Section 1563  of
the  Code that includes Samaritan, or any member of any group  of
"trades or businesses under common control" as defined by Section
414(c) of the Code that includes Samaritan.

     IV.13 Employees; Employee Relations.

           (a)  Schedule 4.13 sets forth (i) the name and current
annual salary (or rate of pay) and other compensation (including,
without  limitation,  normal  bonus,  profit-sharing  and   other
compensation)  now  payable by Samaritan to each  employee  whose
current  total  annual compensation or estimated compensation  is
$25,000 or more, (ii) any increase to become effective after  the
date of this Agreement in the total compensation or rate of total
compensation payable by Samaritan to each such person, (iii)  any
increase  to  become payable after the date of this Agreement  by
Samaritan  to employees other than those specified in clause  (i)
of this Section 4.13(a), (iv) all presently outstanding loans and
advances  (other  than routine travel advances to  be  repaid  or
formally  accounted for within sixty (60) days)  related  to  the
Business and made by Samaritan to, or made to Samaritan  by,  any
director, officer or employee, (v) all other transactions between
Samaritan  and  any  director, officer or employee  of  Samaritan
since  October  31, 1997, and (vi) an estimate of the  amount  of
"paid  time  off"  that each employee of Samaritan  who  will  be
employed  by the Company effective on the Closing Date  will  not
have  used as of December 31, 1997 and an estimate of the  amount
of  such  paid time off that each employee will carry forward  to
1998 (referred to herein for each such employee as "Carry Forward
Paid  Time Off".  For purposes of this Agreement, "paid time off"
shall  mean  the  benefit plans maintained by Samaritan  for  its
employees with respect to vacation and sick leave.

            (b)   Except as disclosed on Schedule 4.13, Samaritan
is  not  a  party  to, nor bound by, the terms of any  collective
bargaining  agreement,  and Samaritan  has  not  experienced  any
material  labor  difficulties during the  last  five  (5)  years.
Except as set forth on Schedule 4.13, there are no labor disputes
existing,  or  to  the  best knowledge of  Samaritan,  threatened
involving, by way of example, strikes, work stoppages, slowdowns,
picketing, or any other interference with work or production,  or
any   other  concerted  action  by  employees.   No  charges   or
proceedings before the National Labor Relations Board, or similar
agency,  exist,  or  to  the  best knowledge  of  Samaritan,  are
threatened.

            (c)   Samaritan's  relationship with  its  respective
employees  is  good.   Except  as  disclosed  on  Schedule  4.13,
Samaritan  is  not  a party to any employment contract  with  any
individual  or  employee, either express or  implied.   No  legal
proceedings, charges, complaints or similar actions  exist  under
any  federal,  state  or  local  laws  affecting  the  employment
relationship   including,  but  not  limited   to:    (i)   anti-
discrimination statutes such as Title VII of the Civil Rights Act
of  1964,  as amended (or similar state or local laws prohibiting
discrimination  because of race, sex, religion, national  origin,
age  and  the like); (ii) the Fair Labor Standards Act  or  other
federal,  state  or local laws regulating hours of  work,  wages,
overtime and other working conditions; (iii) requirements imposed
by  federal, state or local governmental contracts such as  those
imposed by Executive Order 11246; (iv) state laws with respect to
tortious   employment  conduct,  such  as  slander,   harassment,
invasion  of  privacy, negligent hiring or retention, intentional
infliction of emotional distress, assault and battery, or loss of
consortium;  or  (v) the Occupational Safety and Health  Act,  as
amended,  as well as any similar state laws, or other regulations
respecting safety in the workplace; and to the best knowledge  of
Samaritan,  no proceedings, charges, or complaints are threatened
under  any such laws or regulations and no facts or circumstances
exist  that  would  give  rise to any such proceedings,  charges,
complaints,  or  claims, whether valid or not.  Samaritan  is  in
full  compliance  with  the  provisions  of  the  Americans  with
Disabilities  Act (the "ADA").  Samaritan is not subject  to  any
settlement or consent decree with any present or former employee,
employee  representative or any government or Agency relating  to
claims of discrimination or other claims in respect to employment
practices and policies; and no government or Agency has issued  a
judgment, order, decree or finding with respect to the labor  and
employment    practices   (including   practices   relating    to
discrimination) of Samaritan.

            (d)   Samaritan  has not incurred  any  liability  or
obligation   under   the   Worker   Adjustment   and   Retraining
Notification Act or similar state laws.  Samaritan has  not  laid
off  more  than ten percent (10%) of its employees at any  single
site  of  employment  in any ninety (90) day  period  during  the
twelve (12) month period ending October 31, 1997.

      IV.14  Consents.  Except as disclosed in Schedule 4.14,  no
consent, approval, authorization or order of any court, Agency or
any  other  person or under any Material Contract is required  in
order  to  permit Samaritan to execute and deliver this Agreement
and   to   consummate  the  transactions  contemplated  by   this
Agreement.

      IV.15  Insurance.  Samaritan has been and is  insured  with
responsible  insurers  in  respect  of  its  properties   against
business  risks normally insured against by companies in  similar
lines  of  business.  Samaritan has not, during  the  past  three
fiscal years, been denied or had revoked any policy of insurance,
and  no  insurance carrier has reduced any insurance coverage  or
has  given notice or other indication of its intention to  reduce
coverage  or  revoked  any such policy, or to  increase  premiums
based  on claims history or for any reason related to Samaritan's
business.

      IV.16  Taxes.  Samaritan has duly filed all federal, state,
county,  local  and  other excise, franchise, property,  payroll,
income,  capital stock, sales and use and other tax returns  that
are required to be filed by it and such returns are true, correct
and complete in all respects.  Samaritan has paid all taxes which
have  become due or have been assessed against it or  the  Assets
and  all taxes, penalties and interest which any taxing authority
has  proposed  or asserted to be owing.  All tax  liabilities  to
which  the  properties of Samaritan may have been subjected  have
been  discharged, except for taxes assessed but not  yet  payable
but for which Samaritan shall remain responsible and shall pay on
a timely basis.  There are no tax claims presently being asserted
against  Samaritan or the Assets and Samaritan knows of no  basis
for  any such claim.  Samaritan has not granted any extension  to
any  taxing authority of the limitation period during  which  any
tax liability may be asserted thereby.

       IV.17  Business  Relations.   Schedule  4.17  contains  an
accurate list of all significant customers of the Business (i.e.,
those  customers representing 2% or more of Samaritan's  revenues
for  the  twelve (12) months ended October 31, 1997).  Except  as
set  forth  in  Schedule 4.17, Samaritan has not experienced  any
difficulties  in obtaining any inventory items,  spare  parts  or
equipment necessary to the operation of its business, and, to the
best  knowledge  of  Samaritan, no such  shortage  of  supply  of
inventory,  spare  parts  or equipment  items  is  threatened  or
pending.   Samaritan is not required to provide  any  bonding  or
other  financial security arrangements in any material amount  in
connection  with  any transactions with any of its  customers  or
suppliers.

      IV.18  Environmental Laws and Regulations.  Except  as  set
forth  in  Schedule  4.18,  Samaritan is  in  compliance  in  all
material respects with all applicable Environmental Requirements.
Samaritan has not received any notice or other communication  (in
writing  or  otherwise) that alleges that  Samaritan  is  not  in
compliance with any Environmental Requirements, and, to the  best
knowledge  of  Samaritan,  there are no  circumstances  that  may
prevent  or  interfere with Samaritan or the Company's compliance
with    any    Environmental   Requirements   in   the    future.
"Environmental  Requirements"  shall  mean  all  laws,  statutes,
rules,  regulations,  ordinances, guidance documents,  judgments,
decrees,   orders,   agreements  and   other   restrictions   and
requirements  (whether  now  or  hereafter  in  effect)  of   any
governmental  authority, including, without limitation,  federal,
state  and  local  authorities, relating  to  the  regulation  or
protection   of  human  health  and  safety,  natural  resources,
conservation,   the  environment,  or  the  storage,   treatment,
disposal,   transportation,  handling  or  other  management   of
industrial  or solid waste, hazardous waste, hazardous  or  toxic
substances or chemicals, or pollutants.

       IV.19  Absence  of  Certain  Changes  or  Events.    Since
December   31,   1996,  Samaritan  has  not  (i)   suffered   any
extraordinary  losses or waived any rights of substantial  value;
(ii)  amended its Articles of Incorporation or Bylaws; (iii) made
any  change in its mode of management or any change in its method
of  operation  or  method  of accounting;  (iv)  made  or  become
obligated  to  make  any  capital expenditures  other  than  such
expenditures or commitments exceeding $50,000 individually, which
expenditures are listed on Schedule 4.19; (v) suffered any  event
or  circumstance that could have a Material Adverse Effect;  (vi)
entered  into any transaction, except in the ordinary  course  of
its  business  consistent  with  good  business  practice;  (vii)
received  any  notice of any claim asserted  against  it  by  any
Agency  that  could  have a Material Adverse  Effect;  or  (viii)
incurred  or agreed to incur any material obligation outside  the
ordinary  course  of  business  that  has  not  heretofore   been
disclosed in writing to the Company.

      IV.20  Broker's and Finder's Fees.  Samaritan has not  made
any  agreement with any person, or taken any action  which  would
cause  any person, to become entitled to an agent's, broker's  or
finder's  fee  or commission in connection with the  transactions
contemplated by this Agreement.

      IV.21 Restrictive Documents or Laws.  With the exception of
the matters listed in Schedule 4.21, Samaritan is not a party  to
or  bound  by  any  mortgage, lien, lease,  agreement,  contract,
instrument,  law,  order,  judgment or  decree,  or  any  similar
restriction  not  of  general application which  has  a  Material
Adverse Effect, or reasonably could be expected to so affect, (a)
the continued operation or use by the Company of the Assets after
the  Closing  on substantially the same basis as the  Assets  are
currently  operated or (b) the consummation of  the  transactions
contemplated by this Agreement.

      IV.22  EMTALA.  Samaritan has complied with  all  Emergency
Medical   Treatment   and  Labor  Act  ("EMTALA")   requirements.
Samaritan  has  not  been  the subject  of  an  investigation  or
administrative   termination  proceeding  by  the   Health   Care
Financing Administration for an EMTALA violation.

      IV.23 Medicare and Medicaid Programs; Licensure, etc.  Each
of  Samaritan, and Samaritan's medical director, nurses, licensed
employees  and  other  individuals providing  air  ambulance  and
patient  care  services  on  behalf of  Samaritan  is  qualified,
credentialed  and licensed for participation in the Medicare  and
Medicaid  programs  and  as otherwise required  under  applicable
state  law,  and  each  has been required  to  be  so  qualified,
credentialed  and licensed prior to providing air  ambulance  and
patient  care  services on behalf of Samaritan.  Samaritan  is  a
party  to  supplier  agreements under the Medicare  and  Medicaid
programs  which  are in full force and effect  with  no  defaults
having  occurred  thereunder.  Samaritan  has  timely  filed  all
claims or other reports required to be filed with respect to  the
services  provided to Medicare, Medicaid and third party  payors,
and  all  such  claims or reports are complete and accurate,  and
Samaritan  has  no  liability to any payor with respect  thereto.
Except  as  set  forth  in Schedule 4.23, there  are  no  pending
appeals,  overpayment  determinations,  adjustments,  challenges,
audit  litigation  or  notices of  intent  to  open  Medicare  or
Medicaid,  or  third party claim determinations or other  reports
required to be filed by Samaritan.

       Neither  Samaritan,  nor  any  medical  director,  nurses,
licensed  employees or other individuals providing  patient  care
services  on behalf of Samaritan has been convicted of,  or  pled
guilty or nolo contendere to, patient abuse or negligence, or any
other  Medicare or Medicaid program related offense and none  has
committed any offense which may serve as the basis for suspension
or exclusion from the Medicare and Medicaid programs.

      IV.24  Fraud  and  Abuse  and Stark  Law.   Samaritan,  its
officers, directors, employees and agents have not engaged in any
activities  which  are  prohibited under  1320a-7b  or  139nn  of
Title 42 of the United States Code or the regulations promulgated
thereunder, or related state or local statutes or regulations, or
which  are prohibited by rules of professional conduct including,
but  not  limited to, the following:  (a) knowingly and willfully
making  or causing to be made a false statement or representation
of a material fact in any application for any benefit or payment,
(b)  knowingly  and willfully making or causing to  be  made  any
false  statement or representation of a material fact for use  in
determining rights to any benefit or payment, (c) any failure  by
a  claimant to disclose knowledge of the occurrence of any  event
affecting  the  initial  or continued right  to  any  benefit  or
payment  on  its  own behalf or on behalf of  another,  with  the
intent  to  fraudulently  secure such  benefit  or  payment,  and
(d)   knowingly   and  willfully  soliciting  or  receiving   any
remuneration  (including any kickback, bribe or rebate)  directly
or  indirectly,  overtly or covertly, in  cash  or  in  kind,  or
offering  to pay or receive such remuneration (i) in  return  for
referring  an  individual  to  a person  for  the  furnishing  or
arranging  for  the furnishing of any item or service  for  which
payment  may be made in whole or in part by Medicare or Medicaid,
or  (ii)  in  return  for  purchasing,  leasing  or  ordering  or
arranging  for, or recommending, purchasing, leasing or  ordering
any good, facility, service or item for which payment may be made
in  whole or in part by Medicare or Medicaid, or (e) referring  a
patient for designated health services to or providing designated
health  services  to a patient upon referral from  an  entity  or
person with which the physician or an immediate family member has
a  financial  relationship,  and  to  which  no  exception  under
 1395nn of Title 42 of the United States Code applies.

                           ARTICLE V
         REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Samaritan as follows:

     V.1   Organization and Authority.

            (a)   The  Company is a corporation  duly  organized,
validly existing and in good standing under the laws of the State
of Louisiana, and has all requisite corporate power and authority
to  own  or lease its respective properties and to carry  on  its
business as it is presently being operated and in the place where
such  properties  are  owned  or  leased  and  such  business  is
conducted.  The Company has full power, authority and legal right
to  enter  into  this Agreement and all other agreements  by  and
among the parties and to consummate the transactions contemplated
hereby  and thereby.  The execution, delivery and performance  of
this  Agreement by the Company, and all other agreements  by  and
among the parties, and the consummation by it of the transactions
contemplated  hereby  and thereby, have  been  or  will  be  duly
authorized  by  all requisite corporate action.   This  Agreement
constitutes,  and all other agreements by and among the  parties,
when executed and delivered in accordance with the terms thereof,
will  constitute the legal, valid and binding obligations of  the
Company,  enforceable in accordance with their terms, subject  to
the  Equitable  Exceptions.  The making and performance  of  this
Agreement, and all other agreements by and among the parties, and
the  consummation  of  the transactions contemplated  hereby  and
thereby in accordance with the terms hereof and thereof will  not
(i)  conflict with the Certificate of Incorporation or Bylaws  of
the  Company,  (ii)  result in any breach or termination  of,  or
constitute  a  default under, or constitute an event  which  with
notice  or lapse of time, or both, would become a default  under,
or  result in the creation of any Encumbrance upon any  asset  of
the   Company   under,  or  create  any  rights  of  termination,
cancellation  or acceleration in any person under, any  contract,
lease,  arrangement or commitment, or violate  any  order,  writ,
injunction or decree, to which the Company is a party or by which
the Company or its assets, business or operations may be bound or
affected  or  under  which the Company or its respective  assets,
business or operations receive benefits, (iii) result in the loss
or  adverse  modification  of  any material  license,  franchise,
permit or other authorization granted to or otherwise held by the
Company  that is material to the business or financial  condition
of  the Company or (iv) result in the violation of any provisions
of  law  applicable to the Company, the violation of which  could
have  a material adverse effect upon the business, operations  or
assets of the Company, taken as a whole.

      V.2    Consents.  Except as set forth on Schedule  5.2,  no
consent, approval, authorization or order of any court, Agency or
any  other  person is required in order to permit the Company  to
consummate the transactions contemplated by this Agreement.

      V.3   Broker's and Finder's Fees.  The Company has not made
any  agreement with any person, or taken any action  which  would
cause  any person, to become entitled to an agent's, broker's  or
finder's  fee  or commission in connection with the  transactions
contemplated by this Agreement.

      V.4   Litigation.  There is no pending or, to the knowledge
of  the  Company,  threatened litigation  in  any  court  or  any
proceeding  before any Agency in which it is sought to  restrain,
prohibit,  invalidate  or  obtain  damages  in  respect  of   the
consummation of the purchase and sale of the Assets or the  other
transactions contemplated hereby.

      V.5    Employees.  The Company represents that it presently
intends  to offer employment to all of the employees of Samaritan
associated with the Business; provided, however, that the Company
shall  have  no  such  obligation to  offer  such  employment  to
Samaritan's employees.

      V.6   Preferred Stock.  The shares of Preferred Stock to be
delivered   to  Samaritan  at  the  Closing  shall  when   issued
constitute valid and legally issued shares of the Company,  fully
paid  and  non-assessable,  and, except  as  set  forth  in  this
Agreement, will be owned free and clear of all Encumbrances.

      V.7   Capitalization.  The authorized capital stock of  the
Company  consists  of (i) 7,000 shares of common  stock,  no  par
value,  of  which on the date hereof 1,000 shares are issued  and
outstanding and (ii) 3,000 shares of Preferred Stock, of which no
shares  are issued and outstanding immediately prior to the  date
hereof.   All outstanding shares of capital stock of the  Company
have  been duly authorized and validly issued and are fully  paid
and non-assessable.


                           ARTICLE VI
      COVENANTS OF SAMARITAN WITH RESPECT TO THE BUSINESS

     Samaritan covenants and agrees with the Company with respect
to the Business as follows:

      VI.1   Affirmative Covenants.  Prior to the  Closing  Date,
Samaritan  will  operate the Business only in the usual,  regular
and  ordinary  course of business consistent with  good  business
practices, and will use its best efforts to:  (i) preserve intact
its business organization and the Assets; (ii) maintain its level
of  Inventory  at levels consistent with good business  practices
and  maintain  its  properties, machinery and equipment  in  good
operating  condition  and  repair; (iii)  continue  all  existing
policies of insurance (or comparable insurance) in full force and
effect  up to and including the Closing Date (and will not cancel
any  such  insurance or take (or fail to take)  any  action  that
would  enable the insurers under such policies to avoid liability
for  claims  arising out of any occurrence prior to  the  Closing
Date without the prior written consent of the Company); (iv) keep
available the services of its employees and agents; (v)  preserve
its  present relationships with suppliers, third party payors and
customers;  and (vi) maintain its books, accounts and records  in
the  usual,  regular and ordinary manner on a basis  consistently
applied.   Samaritan will notify the Company  in  writing  within
five  (5)  business  days  of learning of  any  facts,  event  or
circumstance that is reasonably likely to have a Material Adverse
Effect.

      VI.2   Negative  Covenants.  Prior  to  the  Closing  Date,
Samaritan  will  not, without the prior written  consent  of  the
Company:   (i) with regard to employees utilized in the Business,
make  any  increase  in  the compensation payable  or  to  become
payable  by it to any employee, establish any severance plan,  or
contribute  or make any commitment to or representation  that  it
will  contribute  any  amounts to any  bonus  or  other  employee
benefit  plan for employees of Samaritan, except as  required  by
law  or  by the terms of any such plan in the ordinary course  of
business  consistent with good business practices; (ii) make  any
amendment  to its Certificate of Incorporation, Bylaws  or  other
organizational documents; (iii) make any material change  in  the
character of the Business; (iv) incur any obligation or liability
(fixed  or contingent) with regard to the Business except in  the
ordinary   course  of  business  consistent  with  good  business
practices;  (v) discharge or satisfy any Encumbrance or  pay  any
obligation or liability (fixed or contingent) with regard to  the
Business other than in the ordinary course of business consistent
with good business practices; (vi) mortgage, pledge, transfer  or
otherwise  dispose of or subject to any Encumbrance  any  of  the
Assets; (vii) acquire any assets or properties with regard to the
Business,  except  in the ordinary course of business  consistent
with  good  business practices; (viii) cancel or  compromise  any
material debt or claim with regard to the Business; (ix) waive or
release any rights of material value with regard to the Business;
(x) transfer, grant or terminate contract, lease, arrangement  or
commitment  rights  under  any  concessions,  leases,   licenses,
agreements,  patents,  patent licenses,  inventions,  trademarks,
trade  names,  service marks, or copyrights or  registrations  or
licenses thereof or applications therefor or with respect to  any
know-how or other proprietary or trade rights with regard to  the
Business;  (xi)  modify  or change in  any  material  respect  or
terminate  any  third party payor agreement,  existing  contract,
lease,  arrangement  or  commitment  required  to  be  listed  on
Schedule  1.1A;  (xii) undertake any material  borrowing  of  any
nature  whatsoever with regard to the Business; (xiii)  make  any
loans  or  extensions of credit with regard to the  Business;  or
(xiv)  make  or become obligated to make any capital expenditures
or  enter  into commitments therefor with regard to the  Business
exceeding $50,000 in the aggregate.

     VI.3  Access to Properties and Records.  Samaritan will keep
the  Company advised of all material developments relevant to the
consummation  of  the transactions contemplated hereby  and  will
cooperate  fully  in  permitting  the  Company  to  make  a  full
investigation of the business, properties and financial condition
of  Samaritan  during regular business hours and upon  reasonable
notice and in bringing about the consummation of the transactions
contemplated  hereby.   Samaritan will, during  regular  business
hours  and upon reasonable notice, afford to the Company and  its
representatives  full  access  to the  offices,  buildings,  real
properties,  machinery  and equipment,  inventory  and  supplies,
spare  parts,  records,  files, books of  account,  tax  returns,
agreements and commitments, corporate record books and  personnel
of  Samaritan and will permit the Company and its representatives
to  contact and interview Samaritan's personnel, certified public
accountants,  attorneys, suppliers, third party payors,  vendors,
referral  sources  and any other persons that the  Company  shall
reasonably  determine  to be necessary for  it  to  make  a  full
investigation  of  the Business, provided that  all  confidential
information disclosed to the Company shall be maintained  by  the
Company  in accordance with the provisions of the Confidentiality
Agreement  dated November 1, 1996 between Samaritan and Petroleum
Helicopters, Inc.  Samaritan will furnish to the Company all such
further  information  concerning  the  business  and  affairs  of
Samaritan as the Company may reasonably request.  Samaritan  will
update  by amendment or supplement each of the Schedules referred
to  herein  and  any other disclosure in writing  from  Samaritan
required  by  this  Agreement  to  be  disclosed  in  writing  by
Samaritan  to  the  Company  promptly  upon  any  change  in  the
information set forth in such Schedules or other disclosures, and
Samaritan hereby represents and warrants that such Schedules  and
such written disclosures, as so amended or supplemented, shall be
true,  correct  and  complete as of the date  or  dates  thereof;
provided, however, that the inclusion of any information  in  any
such  amendment  or  supplement, not  included  in  the  original
Schedule  or  other disclosure at or prior to the  date  of  this
Agreement, shall not limit or impair any right which the  Company
might  otherwise  have  to terminate this Agreement  pursuant  to
Section  12.1(b) due to the failure to satisfy the  condition  in
Section 8.1. No investigation pursuant to this Section 6.3  shall
affect any representations or warranties or the conditions to the
obligations   of  the  Company  to  consummate  the  transactions
contemplated  hereby.  In the event of the  termination  of  this
Agreement,  the Company will deliver to Samaritan all  documents,
work   papers  and  other  material  (including  copies  thereof)
obtained  by  the Company or on its behalf from  Samaritan  as  a
result  of  this Agreement or in connection herewith, whether  so
obtained  before  or  after  the execution  hereof  and,  if  the
transactions contemplated hereby are not consummated, the Company
will  hold such information in confidence until such time as such
information is otherwise publicly available.

      VI.4   Employees  of Samaritan.  Samaritan  shall  pay  all
salaries and wages to all employees of Samaritan associated  with
the Business due on or before the Closing Date, and effective  on
the  Closing Date shall terminate all such employees.   Samaritan
shall  maintain  through the Closing Date all  currently-existing
medical, dental, 401(k), life insurance, and any other welfare or
benefit  plans  for  its  employees.  Samaritan  shall  make  all
workers' compensation payments due on or before the Closing Date.

      VI.5   Approvals of Third Parties.  As soon as  practicable
after  the  date hereof, Samaritan will use its best  efforts  to
secure all necessary consents, approvals and clearances of  third
parties  and  Agencies that shall be required  for  Samaritan  to
consummate   the  transactions  contemplated  hereby   and   will
otherwise use its best efforts to cause the consummation of  such
transactions in accordance with the terms and conditions of  this
Agreement.

      VI.6   Notices.   Samaritan will timely  give  all  notices
required  to  be given relating to the transactions  contemplated
hereby,  including without limitation, (i) notices  to  employees
and  (ii)  any notices required or requested to be given  to  all
creditors and claimants against Samaritan.

      VI.7   Access  to Books and Records.  Samaritan  agrees  to
provide   the  Company,  its  accountants,  counsel   and   other
representatives, during normal business hours and upon reasonable
notice,  for  a period of four (4) years after the Closing  Date,
access  to the books, records, income tax returns, contracts  and
other underlying data and documentation of Samaritan relating  to
the period prior to the Closing Date and to make available to the
Company  personnel of Samaritan in the Company's  review  thereof
for  the purpose of enabling them to determine and calculate  any
tax  liabilities in connection with the Assets.  Samaritan agrees
that, for such four-year period, it will preserve and keep intact
all such books and records.

      VI.8   No Solicitation of Offers.  Samaritan covenants  and
agrees  that it will not solicit, entertain, encourage or  assist
any acquisition proposal with respect to the purchase or exchange
of  the  Assets  or any portion thereof, or with respect  to  any
proposed  merger,  consolidation, sale  of  securities  or  other
acquisition involving Samaritan, by or with any person other than
the Company until January 31, 1998.

      VI.9   Release  of Financing Statements.   Samaritan  shall
obtain  and  file  in  the appropriate jurisdictions  Termination
Statements  properly executed by any parties holding  a  security
interest  or  other Encumbrance with respect  to  the  Assets  as
identified  by lien searches conducted with respect to  Samaritan
and the Assets.

      VI.10  Maintenance of Existence.  Samaritan shall  maintain
its  existence  as  an Arizona non-profit corporation  until  its
obligations under this Agreement are satisfied.


                          ARTICLE VII
                    COVENANTS OF THE COMPANY

     The Company covenants and agrees with Samaritan as follows:

      VII.1  Access to Properties and Records.  The Company  will
keep  Samaritan advised of all material developments relevant  to
the consummation of the transactions contemplated hereby and will
cooperate   fully  in  permitting  Samaritan  to  make   a   full
investigation of the business, properties and financial condition
of  the Company during regular business hours and upon reasonable
notice and in bringing about the consummation of the transactions
contemplated  hereby.  The Company will, during regular  business
hours and upon reasonable notice, afford to Samaritan full access
to  its  offices,  buildings, records, files, books  of  account,
corporate  record  books and personnel of the Company,  and  will
permit Samaritan and its representatives to contact and interview
the  Company's  personnel, attorneys and any other  persons  that
Samaritan  shall reasonably determine to be necessary for  it  to
make  a  full  investigation of the Company,  provided  that  all
confidential   information  disclosed  to  Samaritan   shall   be
maintained by Samaritan in accordance with the provisions of  the
Confidentiality   Agreement  dated  November  1,   1996   between
Samaritan  and  Petroleum Helicopters,  Inc.   The  Company  will
update  by amendment or supplement each of the Schedules referred
to  herein  and any other disclosure in writing from the  Company
required  by  this Agreement to be disclosed in  writing  by  the
Company  to Samaritan promptly upon any change in the information
set forth in such Schedules or other disclosures, and the Company
hereby  represents  and  warrants that such  Schedules  and  such
written  disclosures,  as so amended or  supplemented,  shall  be
true,  correct  and  complete as of the date  or  dates  thereof;
provided, however, that the inclusion of any information  in  any
such  amendment  or  supplement, not  included  in  the  original
Schedule  or  other disclosure at or prior to the  date  of  this
Agreement,  shall not limit or impair any right  which  Samaritan
might  otherwise  have  to terminate this Agreement  pursuant  to
Section  12.1(c) due to the failure to satisfy the  condition  in
Section 9.1.  No investigation pursuant to this Section 7.1 shall
affect any representations or warranties or the conditions to the
obligations   of   Samaritan  to  consummate   the   transactions
contemplated  hereby.  In the event of the  termination  of  this
Agreement,  Samaritan will deliver to the Company all  documents,
work   papers  and  other  material  (including  copies  thereof)
obtained  by  Samaritan or on its behalf from the  Company  as  a
result  of  this Agreement or in connection herewith, whether  so
obtained  before  or  after  the execution  hereof  and,  if  the
transactions  contemplated hereby are not consummated,  Samaritan
will  hold such information in confidence until such time as such
information is otherwise publicly available.

      VII.2  Approvals of Third Parties.  As soon as  practicable
after  the date hereof, the Company will use its best efforts  to
secure all necessary consents, approvals and clearances of  third
parties  and Agencies that shall be required for the  Company  to
consummate   the  transactions  contemplated  hereby   and   will
otherwise use its best efforts to cause the consummation of  such
transactions in accordance with the terms and conditions of  this
Agreement.

      VII.3  Removal  of Samaritan Name.  The Company  shall  use
commercially  reasonable efforts to remove by December  31,  1998
the  Samaritan  name  and  logo on  the  aircraft  and  inventory
comprising a part of the Assets, the uniforms of the employees of
the  Company and signage associated with the Business  and  until
such process is complete shall take commercially reasonable steps
to  assure  that  the  public is not confused  or  misled  as  to
Samaritan's association with the Company.


                          ARTICLE VIII
            CONDITIONS TO OBLIGATIONS OF THE COMPANY

     The obligations of the Company to purchase the Assets and to
consummate the other transactions contemplated hereby at  Closing
shall  be subject to the satisfaction on or prior to the  Closing
Date  of  all of the following conditions, except such conditions
as the Company may waive in writing:

     VIII.1     Representations and Warranties of Samaritan.  All
of  the representations and warranties of Samaritan contained  in
this Agreement and in any Schedule or other disclosure in writing
from  Samaritan shall have been true and correct in all  material
respects when made, and shall be true and correct in all material
respects  on and as of the Closing Date with the same  force  and
effect  as  though such representations and warranties  had  been
made on and as of the Closing Date.

     VIII.2     Covenants of Samaritan.  All of the covenants and
agreements herein on the part of Samaritan to be complied with or
performed  on  or before the Closing Date shall have  been  fully
complied with and performed.

       VIII.3       Samaritan's  Certificate.   There  shall   be
delivered  to the Company a certificate dated as of  the  Closing
Date  and signed by the President of Samaritan to the effect  set
forth  in Sections 8.1 and 8.2, which certificate shall have  the
effect of a representation and warranty made by Samaritan on  and
as of the Closing Date.

      VIII.4     Noncompetition Agreements.  Samaritan shall have
executed  and delivered to the Company a Noncompetition Agreement
in  substantially  the form attached hereto  as  Exhibit  E  (the
"Noncompetition Agreement").

      VIII.5     Certain Payments to Employees.  Samaritan on the
Closing  Date will deliver to the Company an update  to  Schedule
4.13 to reflect the paid time off that each employee of Samaritan
who will be employed by the Company effective on the Closing will
not  have used as of December 31, 1997 and the Carry Forward Paid
Time  Off  for  each  such  employee as  of  December  31,  1997.
Samaritan  on  or  prior to the Closing Date  will  pay  to  each
employee  of  Samaritan  who  will be  employed  by  the  Company
effective on the Closing a cash payment in an amount equal to the
cash  value of the Carry Forward Paid Time Off of such  employee.
On  or prior to the Closing Date, Samaritan shall deliver to  the
Company  an agreement satisfactory to the Company and its counsel
(i)  with respect to certain matters covering paid time off  from
and  after the Closing and (ii) providing for the payment to  the
Company  of  $47,406.50 on the last day of each month during  the
period commencing January 1, 1998 and ending June 30, 1998  which
shall  represent  a payment by Samaritan to the Company  for  the
cash  equivalent  of  the number of days of vacation  which  each
employee  of  Samaritan  who  will be  employed  by  the  Company
effective  on the Closing Date will be entitled to in 1999  under
the  Company's then existing vacation policy.  In calculating  an
employee's seniority to determine the number of days of  vacation
to  which such employee is entitled in 1998, an employee's  years
of  service as an employee of Samaritan shall be treated as years
of service with the Company.

      VIII.6      No Casualty Losses.  The Assets shall not  have
suffered  any destruction or damage by fire, explosion, crash  or
other casualty which has materially impaired the operation of the
Assets or otherwise had a Material Adverse Effect.

      VIII.7      Certificates of Authorities.   Samaritan  shall
have  furnished to the Company (i) certificates of the  Secretary
of  State  of Arizona, dated as of a date not more than five  (5)
days  prior  to  the Closing Date, attesting to the organization,
existence  and good standing of Samaritan, (ii) a copy, certified
by  the Secretary of State of Arizona as of a date not more  than
twenty  (20)  days  prior  to the Closing  Date,  of  Samaritan's
Certificate of Incorporation and all amendments thereto, (iii)  a
copy,  certified by the Secretary of Samaritan, of the Bylaws  of
Samaritan, as amended and in effect at the Closing Date, and (iv)
a  copy,  certified  by an authorized officer  of  Samaritan,  of
resolutions  duly adopted by the Board of Directors of  Samaritan
duly authorizing the transactions contemplated in this Agreement.

     VIII.8     Litigation.  At the Closing Date, there shall not
be  pending  or  threatened any litigation in any  court  or  any
proceeding  before  any  Agency, (i) in which  it  is  sought  to
restrain,  invalidate, set aside or obtain damages in respect  of
the  consummation of the purchase and sale of the Assets  or  the
other  transactions  contemplated hereby,  (ii)  that  could,  if
adversely  determined, result in any Material Adverse Effect,  or
(iii)  as  a result of which, in the reasonable judgment  of  the
Company,  the Company would be deprived of the material  benefits
of its ownership of the Assets.

      VIII.9      Satisfactory  to the  Company's  Counsel.   All
actions, proceedings, instruments and documents required to carry
out  this  Agreement or incidental thereto and all other  related
matters  shall  have  been satisfactory  to  Locke  Purnell  Rain
Harrell  (A  Professional Corporation), New  Orleans,  Louisiana,
special counsel for the Company.

      VIII.10     Opinion  of Samaritan's Counsel.   The  Company
shall  have received the opinion of Lyle O. Reinsch, counsel  for
Samaritan,  dated  the  Closing  Date,  in  form  and   substance
satisfactory  to  the Company, with respect to  the  matters  set
forth on Exhibit F.

     VIII.11    No Material Adverse Effect.  There shall not have
occurred any Material Adverse Effect.  The Company shall  receive
a certificate from Samaritan, dated as of the Closing Date and in
form  and  substance  satisfactory to  the  Company,  as  to  the
fulfillment of the conditions set forth in this Section 8.11

      VIII.12     Consents.  Samaritan shall  have  obtained  all
necessary orders, approvals, estoppel certificates or consents of
third  parties  and Agencies, including, without limitation,  any
orders,  approvals, certificates or consents deemed necessary  by
counsel  to  the Company that shall be required for Samaritan  to
consummate   the  transactions  contemplated  hereby,  including,
without  limitation, consents to the assignment  of  the  Assumed
Liabilities listed on Schedule 1.1A.

      VIII.13     Financing.   The Company  shall  have  obtained
funds,  in  an  amount and on terms satisfactory to the  Company,
necessary to pay the Cash Consideration to Samaritan.

     VIII.14    Service Agreement.  Samaritan shall have executed
and delivered to the Company a Service Agreement in substantially
the form attached hereto as Exhibit G (the "Service Agreement").

      VIII.15     Further Assurances.  Samaritan shall  take  all
such further action as may be reasonably requested by the Company
in  order  to  effectuate the consummation  of  the  transactions
contemplated by  this Agreement.  If the Company shall reasonably
determine  that  any  further  conveyance,  assignment  or  other
document  or any further action is necessary to vest in  it  full
title  to  the  Assets,  Samaritan shall  cause  the  appropriate
officers to execute and deliver all such instruments and take all
such  action  as  the  Company  may reasonably  determine  to  be
necessary.


                           ARTICLE IX
             CONDITIONS TO OBLIGATIONS OF SAMARITAN

      The  obligations  of Samaritan to sell the  Assets  and  to
consummate the other transactions contemplated hereby at  Closing
shall  be subject to the satisfaction on or prior to the  Closing
Date  of  all of the following conditions, except such conditions
as Samaritan may waive in writing:

     IX.1  Representations and Warranties of the Company.  All of
the  representations and warranties of the Company  contained  in
this Agreement and in any Schedule or other disclosure in writing
from the Company shall have been true and correct in all material
respects when made, and shall be true and correct in all material
respects  on and as of the Closing Date with the same  force  and
effect  as  though such representations and warranties  had  been
made on and as of the Closing Date.

      IX.2   Covenants of the Company.  All of the covenants  and
agreements herein on the part of the Company to be complied  with
or  performed on or before the Closing Date shall have been fully
complied with and performed.

      IX.3  Certificate of the Company.  There shall be delivered
to  Samaritan  a  certificate dated as of the  Closing  Date  and
signed by the President of the Company to the effect set forth in
Sections 9.1 and 9.2, which certificate shall have the effect  of
a  representation and warranty made by the Company on and  as  of
the Closing Date.

      IX.4  Certificates of Authorities.  The Company shall  have
furnished to Samaritan (i) certificates of the Secretary of State
of  Louisiana,  dated as of a date not more than  five  (5)  days
prior  to  the  Closing  Date,  attesting  to  the  organization,
existence  and  good  standing  of  the  Company,  (ii)   copies,
certified  by the Secretary of State of Louisiana, as of  a  date
not  more  than twenty (20) days prior the Closing Date,  of  the
Company's   Certificate  of  Incorporation  and  all   amendments
thereto, (iii) a copy, certified by the Secretary of the Company,
of  the  Bylaws of the Company, as amended and in effect  at  the
Closing  Date, and (iv) copies, certified by authorized  officers
of  the  Company,  of resolutions duly adopted by  the  Board  of
Directors  of  the  Company  duly  authorizing  the  transactions
contemplated in this Agreement.

      IX.5   Satisfactory to Samaritan's Counsel.   All  actions,
proceedings, instruments and documents required to carry out this
Agreement  or  incidental  thereto and all  other  related  legal
matters  shall have been satisfactory to Lyle O. Reinsch, counsel
for Samaritan.

      IX.6   Opinion  of the Company's Counsel.  Samaritan  shall
have  received  an  opinion  of Locke  Purnell  Rain  Harrell  (A
Professional Corporation), special counsel for the Company, dated
the   Closing  Date,  in  form  and  substance  satisfactory   to
Samaritan, with respect to the matters set forth on Exhibit H.

     IX.7  Option Agreement.  The Company shall have executed and
delivered  to Samaritan an Option Agreement in substantially  the
form attached hereto as Exhibit I (the "Option Agreement").

      IX.8   Consents.   The  Company  shall  have  obtained  all
necessary orders, approvals, estoppel certificates or consents of
third  parties  and Agencies, including, without limitation,  any
orders,  approvals, certificates or consents deemed necessary  by
counsel  to  Samaritan that shall be required for the Company  to
consummate the transactions contemplated hereby.


                           ARTICLE X
                            CLOSING

     X.1   Date and Place of Closing.  Subject to satisfaction or
waiver  of the conditions to the obligations of the parties,  the
purchase and sale of the Assets pursuant to this Agreement  shall
be  consummated at a closing (the "Closing") to be  held  in  the
offices   of   Locke   Purnell  Rain  Harrell   (A   Professional
Corporation), in New Orleans, Louisiana, or such other  place  as
mutually  agreed to by the parties, at 10:00 a.m.,  New  Orleans,
Louisiana  time,  but shall be effective as of  11:59  P.M.,  New
Orleans, Louisiana time, on December 31, 1997, or such other date
as agreed to by the Company and Samaritan (the "Closing Date").

     X.2   Samaritan's Performance.  At the Closing, concurrently
with  performance  by  the  Company  of  its  obligations  to  be
performed at the Closing:

           (a)  Conveyances.  Samaritan shall execute and deliver
to  the Company, in form and substance acceptable to the Company,
(i)  a  Bill  of  Sale and Assignment in substantially  the  form
attached  hereto as Exhibit A conveying to the Company all  items
of personalty included among the Assets, (ii) assignments of each
of   the   third  party  payor  agreements,  contracts,   leases,
arrangements  and commitments listed on Schedule 1.1A  and  (iii)
all  other assignments, endorsements and instruments of  transfer
as  shall be necessary or appropriate to carry out the intent  of
this  Agreement and as shall be sufficient to vest in the Company
title  to all of the Assets and all right, title and interest  of
Samaritan  thereto.  If requested by the Company, such  documents
shall be in a form suitable for recording.

            (b)  Records.  Samaritan shall deliver to the Company
all  documents, agreements, reports, books, records and  accounts
pertaining specifically to the Assets and the Business  that  are
in Samaritan's possession.

             (c)   Certificates.   Samaritan  shall  execute  and
deliver   to  the  Company  the  certificates  referred   to   in
Sections 8.3 and 8.11.

             (d)    Noncompetition  Agreement.   Samaritan  shall
execute and deliver to the Company the Noncompetition Agreement.

           (e)  Certain Payments and Agreements.  Samaritan shall
have  made the payments and delivered the agreement specified  in
Section 8.5 above.

            (f)   Certificates of Authorities.   Samaritan  shall
deliver  to the Company the certificates of authorities  referred
to in Section 8.7.

            (g)  Opinion of Samaritan's Counsel.  Samaritan shall
deliver  to  the Company the opinions of its counsel,  dated  the
Closing Date, as specified in Section 8.10.

           (h)  Consents.  Samaritan shall deliver to the Company
the consents and approvals required by Section 8.12.

            (i)   Service Agreement.  Samaritan shall deliver  to
the Company the Service Agreement.

            (j)   Allocation of Purchase Price.  Samaritan  shall
deliver  to the Company the Allocation of Purchase Price  in  the
form of Exhibit D annexed hereto.

            (k)   Other Actions.  Samaritan shall take  all  such
other steps as may be necessary or appropriate to put the Company
in actual and complete ownership and possession of the Assets.

       X.3     The   Company's  Performance.   At  the   Closing,
concurrently with the performance by Samaritan of its obligations
to be performed at the Closing:

            (a)   Purchase Price.  The Company shall  deliver  to
Samaritan  the Cash Consideration and a certificate  representing
1,000 shares of Preferred Stock.

            (b)  Assumption Agreement.  The Company shall execute
and   deliver   to   Samaritan  the   Assumption   Agreement   in
substantially the form attached hereto as Exhibit B.

            (c)   Certificate.   The Company  shall  execute  and
deliver the certificate referred to in Section 9.3.

            (d)   Certificates of Authorities.  The Company shall
deliver to Samaritan the certificates of authorities referred  to
in Section 9.4.

            (e)   Opinion of the Company's Counsel.  The  Company
shall  deliver  to Samaritan the opinion of its special  counsel,
dated the Closing Date, as specified in Section 9.6.

            (f)  Option Agreement.  The Company shall deliver  to
Samaritan the Option Agreement.

             (g)   Covenants.   The  Company  shall  deliver   to
Samaritan the consents and approvals required by Section 9.8.

      X.4   Other Instruments.  In addition to the foregoing, the
Company and Samaritan agree as follows:

            (a)   Further Action by Samaritan.  At any  time  and
from  time to time, at or after the Closing, upon request of  the
Company, Samaritan shall do, execute, acknowledge and deliver  or
shall cause to be done, executed, acknowledged and delivered  all
such  further  acts, deeds, assignments, transfers,  conveyances,
powers  of attorney and assurances as may reasonably be  required
in order to evidence, vest in and confirm to the Company full and
complete title to, possession of, and the right to use and enjoy,
the Assets.

            (b)  Further Action by the Company.  At any time  and
from  time  to  time, at or after the Closing,  upon  request  of
Samaritan, the Company shall do, execute, acknowledge and deliver
all  such  further  acts  and assurances  as  may  reasonably  be
required  in order to better assure and confirm to Samaritan  the
assumption   by  the  Company  of  the  obligations   to   render
performance  that  are to be assumed by the Company  pursuant  to
this Agreement.


                           ARTICLE XI
            INDEMNIFICATION AND POST-CLOSING MATTERS

      XI.1   Indemnification by Samaritan.  Samaritan  agrees  to
indemnify and hold harmless the Company, the Company's affiliates
and    the    shareholders,   directors,   officers,   employees,
representatives,  agents and attorneys of  the  Company  and  its
affiliates  from,  against, for and in respect  of  any  and  all
damages   (including,  without  limitation,   amounts   paid   in
settlement   with   Samaritan's  consent,  which   may   not   be
unreasonably  withheld), penalties, fines, interest and  monetary
sanctions,  losses,  obligations,  debts,  liabilities,   claims,
deficiencies, costs and expenses, including, without  limitation,
reasonable attorneys' fees and other costs and expenses  incident
to any suit, action, investigation, claim or proceeding suffered,
sustained,  incurred  or  required to be  paid  by  any  of  them
(hereinafter  referred to collectively as  "Company  Losses")  by
reason of (i) any representation or warranty made by Samaritan in
or  pursuant  to  this  Agreement  (as  amended  or  supplemented
pursuant  to  Section  6.3)  being untrue  or  incorrect  in  any
respect; (ii) any liability arising from or with respect  to  the
Assets or the employees of Samaritan employed in connection  with
the  Business  as  of  or prior to the Closing  Date;  (iii)  any
failure  by  Samaritan to observe or perform  its  covenants  and
agreements  set  forth in this Agreement;  (iv)  any  failure  by
Samaritan  to satisfy and discharge the Excluded Liabilities;  or
(v) the items described in Schedule 4.10.

     XI.2  Indemnification by the Company.  The Company agrees to
indemnify  and hold harmless Samaritan, its directors,  officers,
employees,  representatives, agents and attorneys from,  against,
for  and  in  respect of any and all damages (including,  without
limitation,  amounts  paid  in  settlement  with  the   Company's
consent,  which  may  not be unreasonably  withheld),  penalties,
fines,  interest  and  monetary sanctions,  losses,  obligations,
debts,  liabilities,  claims, deficiencies, costs  and  expenses,
including,  without  limitation, reasonable attorneys'  fees  and
other   costs   and  expenses  incident  to  any  suit,   action,
investigation,  claim  or  proceeding  (hereinafter  referred  to
collectively   as  "Samaritan's  Losses")  suffered,   sustained,
incurred or required to be paid by Samaritan by reason of (i) any
representation or warranty made by the Company in or pursuant  to
this  Agreement (as amended or supplemented pursuant  to  Section
6.1) being untrue or incorrect in any respect, (ii) any liability
arising from or with respect to the Assets after the Closing Date
or  (iii) any failure by the Company to satisfy and discharge any
liability or obligation expressly assumed by the Company pursuant
to this Agreement.

     XI.3  Notice of Loss.  Except to the extent set forth in the
next  sentence,  a  party to this Agreement shall  not  have  any
liability  under the indemnity provisions of this Agreement  with
respect  to a particular matter unless a notice setting forth  in
reasonable detail the breach which is asserted has been given  to
the  Indemnifying Party (as hereafter defined) and, in  addition,
if  such  matter  arises out of a suit, action, investigation  or
proceeding,  such  notice is given promptly,  but  in  any  event
within thirty (30) days after the Indemnified Party (as hereafter
defined) is given notice of the commencement of the suit, action,
investigation  or  proceeding.   Notwithstanding  the   preceding
sentence,  failure  of  the  Indemnified  Party  to  give  notice
hereunder  shall  not  release the Indemnifying  Party  from  its
obligations  under  this Article XI, except  to  the  extent  the
Indemnifying Party is actually prejudiced by such failure to give
notice.   For  purposes of this Agreement, the party required  to
indemnify  another party pursuant to this Article XI is  referred
to  herein as the "Indemnifying Party", and the party entitled to
indemnification pursuant to this Article XI is referred to herein
as the "Indemnified Party."

      XI.4   Payment.  Claims for indemnification  involving  the
payment of money by an Indemnifying Party to an Indemnified Party
shall  be  paid  by  the Indemnifying Party  within  10  days  of
notification   thereof;  claims  for  indemnification   involving
amounts  due  to  third  parties shall be promptly  paid  by  the
Indemnifying Party, subject to the Indemnifying Party's right  to
defend such third party claim as provided in Section 11.5 below.

      XI.5  Right to Defend.  Upon receipt of notice of any suit,
action,   investigation,   claim   or   proceeding   for    which
indemnification  might  be claimed by an Indemnified  Party,  the
Indemnifying  Party  shall  be entitled  to  defend,  contest  or
otherwise protect against such suit, action, investigation, claim
or  proceeding  at its own cost and expense, and the  Indemnified
Party  must  cooperate in any such defense or other action.   The
Indemnified  Party shall have the right, but not the  obligation,
to participate at its own expense in a defense thereof by counsel
of its own choosing, but the Indemnifying Party shall be entitled
to  control the defense unless the Indemnified Party has relieved
the  Indemnifying  Party  from  liability  with  respect  to  the
particular  matter  or  the Indemnifying Party  fails  to  assume
defense  of  the matter or the Indemnifying Party has  undertaken
such defense but thereafter fails to continue to do so diligently
and  in  good  faith.  In the event the Indemnifying Party  shall
fail  to defend, contest or otherwise protect in a timely  manner
against any such suit, action, investigation, claim or proceeding
or  the  Indemnifying  Party  has  undertaken  such  defense  but
thereafter  fails  to continue to do so diligently  and  in  good
faith,  the Indemnified Party shall have the right, but  not  the
obligation,  to defend, contest or otherwise protect against  the
same  and  make any compromise or settlement thereof and  recover
the  entire  cost  thereof from the Indemnifying Party  including
reasonable attorneys' fees, disbursements and all amounts paid as
a result of such suit, action, investigation, claim or proceeding
or  the compromise or settlement thereof; provided, however, that
the   Indemnified  Party  must  send  a  written  notice  to  the
Indemnifying Party of any such proposed settlement or compromise,
which settlement or compromise the Indemnifying Party may reject,
in its reasonable judgment, within thirty (30) days of receipt of
such  notice.  Failure to reject such notice within  such  thirty
(30)  day period shall be deemed an acceptance of such settlement
or  compromise.  The Indemnified Party shall have  the  right  to
effect  a  settlement  or compromise over the  objection  of  the
Indemnifying Party; provided, that if (i) the Indemnifying  Party
is  contesting such claim in good faith or (ii) the  Indemnifying
Party  has  assumed the defense from the Indemnified  Party,  the
Indemnified Party waives any right to indemnity therefor.  If the
Indemnifying  Party undertakes the defense of such  matters,  the
Indemnified  Party  shall not, so long as the Indemnifying  Party
does not abandon the defense thereof, be entitled to recover from
the  Indemnifying Party any legal or other expenses  subsequently
incurred by the Indemnified Party in connection with the  defense
thereof   other   than  the  reasonable  costs  of  investigation
undertaken  by  the  Indemnified Party  with  the  prior  written
consent of the Indemnifying Party.

      XI.6   Cooperation.  Each of the parties to this  Agreement
and  each  of  their  affiliates, successors  and  assigns  shall
cooperate  with  each other in the defense of any  suit,  action,
investigation, proceeding or claim by a third party  and,  during
normal  business hours, shall afford each other access  to  their
books  and  records and employees relating to such suit,  action,
investigation, proceeding or claim and shall furnish  each  other
all  such further information that they have the right and  power
to  furnish  as may reasonably be necessary to defend such  suit,
action, investigation, proceeding or claim.

      XI.7   Limitation on Indemnification.  Subject to the  last
sentence  of this Section 11.7, the liability of Samaritan  under
this Agreement shall be limited such that Samaritan shall have no
liability or obligation to the Company under Section 11.1  unless
and  until  the  amount of the Company's Losses incurred  by  the
Company  in  the  aggregate exceed the sum of  $50,000  and  then
Samaritan  shall be responsible for the entirety of the Company's
Losses  (and  not  merely  the portion of  the  Company's  Losses
exceeding  $50,000).   The liability of the  Company  under  this
Agreement  shall be limited such that the Company shall  have  no
liability  or obligation to Samaritan under Section  11.2  unless
and  until the amount of Samaritan's Losses incurred by Samaritan
in  the  aggregate exceed the sum of $50,000 and then the Company
shall be responsible for the entirety of Samaritan's Losses  (and
not  merely the portion of Samaritan's Losses exceeding $50,000).
The  limitation on the indemnification obligations set  forth  in
this  Section 11.7 shall not apply to any inaccuracy in or breach
of the Specified Representations or any covenant or obligation to
be performed after the Closing.

      XI.8   Survival  of  Representations  and  Covenants.   The
representations,  warranties, covenants and obligations  of  each
party  shall survive the Closing to the extent provided  in  this
Section  11.8.  The Specified Representations (as defined  below)
and  any  covenants  or  obligations to be  performed  after  the
Closing  shall  survive  and continue  indefinitely.   All  other
representations  and  warranties  (as  well  as   covenants   and
obligations  to be performed prior to the Closing  Date)  of  the
parties  shall terminate on the later to occur of (i) the  fourth
anniversary of the date of the Closing or (ii) the expiration  of
the applicable statute of limitation period or periods applicable
to the warranties, representations, covenants or agreements.  For
purposes  of  this  Agreement, "Specified Representations"  shall
mean  the  representations and warranties set forth  in  Sections
3.2, 4.2, 4.7, 4.10 and 4.18.

      XI.9   Non-exclusivity  of Indemnification  Remedies.   The
indemnification  remedies  and other remedies  provided  in  this
Article XI shall not be deemed to be exclusive.  Accordingly, the
exercise by any person or entity of any of its rights under  this
Article XI shall not be deemed to be an election of remedies  and
shall not be deemed to prejudice, or to constitute or operate  as
a waiver of, any other right or remedy that such person or entity
may  be entitled to exercise (whether under this Agreement, under
any  other  agreement, under any statute,  rule  or  other  legal
requirement, at common law, in equity or otherwise).

     XI.10 Interest.  Any party that is required to indemnify any
other  party  pursuant to this Article XI  with  respect  to  any
matter set forth in Article XI shall also be required to pay such
other  person  or entity interest on the amount of the  indemnity
award  at  a floating rate equal to the rate of interest publicly
announced by Hibernia National Bank, New Orleans, Louisiana, from
time-to-time as its prime base or reference rate plus 3%,  except
to  the  extent interest may have been included in the amount  of
the indemnity awarded.

     XI.11 Right to Require Cure of Breach.  Without limiting the
generality of anything contained in Section 11.1, if there is any
inaccuracy  in,  breach  of  or  failure  to  comply   with   any
representation,   warranty,  covenant  or   agreement   made   by
Samaritan, then Samaritan shall be obligated, in addition to  its
other  obligations  under this Article XI,  to  take  such  other
actions as the Company in good faith may request for purposes  of
causing such inaccuracy, breach or failure to be corrected, cured
and eliminated.


                          ARTICLE XII
                          TERMINATION

      XII.1  Termination.  This Agreement may be  terminated  and
abandoned at any time on or prior to the Closing Date:

            (a)   By  the  consent in writing of the Company  and
Samaritan;

           (b)  By the Company, if any of the material conditions
to the obligations of the Company contained herein shall not have
been  satisfied or, if unsatisfied, waived by the Company  as  of
the Closing Date;

            (c)   By Samaritan, if any of the material conditions
to  the obligations of Samaritan contained herein shall not  have
been satisfied or, if unsatisfied, waived by Samaritan as of  the
Closing Date;

           (d)  By the Company or Samaritan, if the Closing shall
not have occurred by January 31, 1998;

            (e)   By a party hereto, in the event of a breach  by
the other party (a) of any covenant or agreement contained herein
if  such breach results in a material increase in the cost of the
non-breaching party's performance of this Agreement or (b) of any
representation or warranty herein if the facts constituting  such
breach  reflect  a material and adverse change in  the  financial
condition, results of operations, business, or prospects taken as
a  whole, of the breaching party, which in either case cannot  be
or  is  not cured within sixty (60) days after written notice  of
such breach is given to the party committing such breach;

            (f)   By  the  Company, upon the  occurrence  of  any
Material Adverse Effect;

           (g)  By the Company, within thirty (30) days after the
date  hereof,  if  its due diligence review of  the  Business  or
Assets  results and/or discloses material liabilities,  obstacles
to   the   Company's  continuation  of  the  Business  or   other
circumstances  that  are  disclosed  in  this  Agreement  or  the
Schedules  hereto  and that, in the good faith  judgment  of  the
Company,  materially alter the economic basis for, or feasibility
of, the transactions contemplated by this Agreement.

      XII.2  No  Further  Force  or  Effect.   In  the  event  of
termination  and  abandonment of this Agreement pursuant  to  the
provisions of Section 12.1, this Agreement shall be of no further
force  or  effect, except for Sections 6.3, 7.1 and  13.1,  which
shall not be affected by termination of this Agreement.


                          ARTICLE XIII
                         MISCELLANEOUS

      XIII.1      Expenses.   Each party hereto  shall  bear  all
expenses incurred by it in connection with this Agreement and the
transactions   contemplated   hereby,   including    the    fees,
disbursements and expenses of its legal counsel and auditors.

      XIII.2     Entire Agreement.  This Agreement (including the
exhibits  and schedules hereto) constitutes the entire  agreement
and  supersedes  all  prior agreements and  understandings,  both
written and oral, between the parties hereto with respect to  the
subject  matter hereof, and no party shall be liable or bound  to
the  other in any manner by any representations or warranties not
set forth herein.

      XIII.3      Publicity.   No party hereto  shall  issue  any
press  release  or  make  any public statement,  in  either  case
relating  to  or  in  connection with  or  arising  out  of  this
Agreement or the matters contained herein, without obtaining  the
prior written approval of the other parties hereto to the content
and manner of presentation and publication thereof, which consent
shall not be unreasonably withheld or delayed; provided, however,
that  the  parties shall be entitled, following reasonable  prior
written  notice to the other party, to issue such press  releases
and  make  such public statements as are, in the opinion  of  its
legal counsel, required by applicable law.

      XIII.4     Successors and Assigns.  This Agreement and  the
rights  of  the parties hereunder may not be assigned  by  either
party hereto without the prior written consent of the other party
hereto,  which  shall be given or withheld in such  party's  sole
discretion, and the terms and conditions of this Agreement  shall
inure  to  the  benefit  of and be binding  upon  the  respective
successors  and assigns of the parties hereto.  Nothing  in  this
Agreement,  express or implied, is intended to  confer  upon  any
party, other than the parties and their respective affiliates and
the  successors  and assigns of the parties and their  respective
affiliates,  any  rights,  remedies, obligations  or  liabilities
under or by reason of such agreements.

      XIII.5     Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be
deemed  to  be an original and all of which shall constitute  the
same instrument.

      XIII.6      Headings.   The headings of  the  sections  and
subsections  of  this Agreement are inserted for  convenience  of
reference only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

     XIII.7     Use of Certain Terms.  As used in this Agreement,
the  words "herein," "hereof" and "hereunder" and other words  of
similar import refer to this Agreement as a whole and not to  any
particular paragraph, subparagraph or other subdivision.

      XIII.8      Modification and Waiver.  Any of the  terms  or
conditions of this Agreement may be waived in writing at any time
by  the party which is entitled to the benefits thereof, and this
Agreement  may  be  modified or amended by a  written  instrument
executed  by the parties hereto.  No supplement, modification  or
amendment  of this Agreement shall be binding unless executed  in
writing  by all of the parties hereto.  No waiver of any  of  the
provisions  of this Agreement shall be deemed or shall constitute
a  waiver  of any other provision hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.

      XIII.9      Notices.  All notices of communication required
or  permitted hereunder shall be in writing and may be  given  by
(a)  depositing the same in United States mail, addressed to  the
party to be notified, postage prepaid and registered or certified
with  return receipt requested, (b) delivering the same in person
to an officer or agent of such party, or (c) telecopying the same
with electronic confirmation of receipt.

           (i)  If to Samaritan:   George A. Zara
                                   Senior Vice President, System Services
                                   Samaritan Health Systems
                                   1441 North 12th Street
                                   Third Floor
                                   Phoenix, Arizona  85006
                                   Telecopy No.: (602) 495-4559

                with copies to:    Lyle O. Reinsch, Esq.
                                   Samaritan Health System
                                   1441 North 12th Street
                                   Third Floor
                                   Phoenix, Arizona  85006
                                   Telecopy No.:(602) 495-4571

           (ii) If to the Company: Air Evac Services, Inc.
                                   Suite 400
                                   2121 Airline Highway
                                   Metairie, Louisiana  70004-0578
                                   Attention:  Carroll W. Suggs
                                   Telecopy No.: (504) 828-8333

                with copies to:    John H. Untereker
                                   Petroleum Helicopters, Inc.
                                   113 Borman Drive
                                   Lafayette, Louisiana  70509
                                   Telecopy No.:  (318) 235-1357


                with copies to:    Anthony J. Correro, III, Esq.
                                   Correro, Fishman, Haygood, Phelps,
                                   Weiss, Walmsley & Casteix, L.P.
                                   47th Floor
                                   201 St. Charles Avenue
                                   New Orleans, Louisiana  70170
                                   Telecopy No.:  (504) 586-5250

or  at  such  other address or counsel as any party hereto  shall
specify pursuant to this Section 12.9 from time to time.

     XIII.10    Governing Law.  This agreement shall be construed
in  accordance  with the laws of the State of Louisiana  (without
giving effect to its choice of laws provisions).

      XIII.11     Reformation  and  Severability.   In  case  any
provision  of  this  Agreement  shall  be  invalid,  illegal   or
unenforceable, it shall, to the extent possible, be  modified  in
such  manner as to be valid, legal and enforceable but so  as  to
most  nearly  retain  the  intent of the  parties,  and  if  such
modification  is  not possible, such provision shall  be  severed
from  this  Agreement, and in either case the validity,  legality
and  enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby.

       XIII.12     Remedies  Cumulative.   No  right,  remedy  or
election  given  by any term of this Agreement  shall  be  deemed
exclusive  but  each shall be cumulative with all  other  rights,
remedies and elections available at law or in equity.

      IN  WITNESS WHEREOF, each of the parties hereto has  caused
this  Agreement to be signed in counterparts all as of  the  date
first above written.

                              SAMARITAN HEALTH SYSTEM


                              By:
                              Printed Name:
                              Title:


                              AIR EVAC SERVICES, INC.


                              By:
                                   Carroll W. Suggs
                                   Chairman of the Board and President