EXHIBIT 4.1


                             AIR METHODS CORPORATION
                     FORM OF COMMON STOCK PURCHASE AGREEMENT

     THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
                                                 ---------
into  as  of November 26, 2003, by and among Air Methods Corporation, a Delaware
corporation (the "Company"), and the parties listed on the Schedule of Investors
                  -------
separately  delivered  to  the  Investors  (the  "Schedule  of Investors") (each
                                                  ----------------------
hereinafter,  and  their  permitted  assigns,  individually  referred  to  as an
"Investor"  and  collectively  referred  to  as  the  "Investors").
       --                                              ---------

     1.   AGREEMENT  TO  PURCHASE  AND  SELL  STOCK.
          -----------------------------------------

          1.1     Authorization.  As  of  the  Closing  (as  defined  below) the
                  -------------
Company  will have authorized the issuance, pursuant to the terms and conditions
of this Agreement, of up to 1,200,000 shares of the Company's Common Stock, $.06
par  value  (the  "Common  Stock").
                   -------------

          1.2     Agreement to Purchase and Sell.  The Company agrees to sell to
                  ------------------------------
each  Investor  at  the  Closing,  and  each  Investor agrees, severally and not
jointly,  to  purchase  from the Company at the Closing, the number of shares of
Common Stock set forth beside such Investor's name on the Schedule of Investors,
at  a price of $8.00 per share, and in the aggregate amount for such Investor as
set  forth  on  the Schedule of Investors.  The shares of Common Stock purchased
and sold pursuant to this Agreement will be collectively hereinafter referred to
as  the  "Purchased  Shares."
          -----------------

     2.   CLOSING.
          -------

          2.1     The  Closing.  The  purchase  and sale of the Purchased Shares
                  ------------
will  take  place  at the offices of Davis Graham & Stubbs LLP, 1550 Seventeenth
Street,  Suite  500,  Denver,  Colorado,  80202, at 8:00 a.m., Mountain Time, on
December  1,  2003, or at such other time and place as the Company and Investors
who  have  agreed  to  purchase a majority of the Purchased Shares listed on the
Schedule  of Investors mutually agree upon (which time and place are referred to
in  this  Agreement  as  the  "Closing"),  provided  that the closing may not be
                               -------
delayed  for  more  than  five  (5)  business  days  without  the consent of all
Investors.  At  the  Closing, the Investor will purchase the number of Purchased
Shares  shown  on the Schedule of Investors against delivery to the Investor (or
its  designated  custodian)  by  the  Company of a certificate representing such
Purchased  Shares and/or a copy of the Company's irrevocable instructions to its
transfer  agent  to  prepare  and  issue such certificate, with delivery of such
certificate  to  occur  within  three  (3)  business  days thereafter.  The full
purchase  price  for  such  Purchased  Shares  shall  be paid at Closing by wire
transfer of funds to the Company.  The date of the Closing is referred to herein
as  the  Closing  Date.

     3.   REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  The  Company  hereby
          -----------------------------------------------
represents  and  warrants  to  Investor  that  the  statements  in the following
paragraphs  of  this  Section  3  are  all  true  and  correct:

          3.1     Organization,  Good  Standing  and Qualification.  Each of the
                  ------------------------------------------------
Company  and its subsidiaries is a corporation or limited liability company duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  under which it is incorporated, and has all requisite corporate or
limited  liability  company  power  and  authority  to  conduct  its business as


<PAGE>
currently  conducted  and to execute, deliver and perform all of its obligations
under  this  Agreement  and  to consummate the transactions contemplated hereby.
Each  of  the  Company  and  its  subsidiaries  is qualified to do business as a
foreign corporation in each jurisdiction where failure to be so qualified could,
individually  or  in  the  aggregate,  reasonably be expected to have a material
adverse  effect  on,  or  material  adverse  change  in  the business, assets or
liabilities, prospects, financial condition, results of operations, or assets of
the Company and its subsidiaries, taken as a whole (the "Business") (such effect
                                                         --------
referred  to  as  a "Material Adverse Effect").  For purposes of this Agreement,
                     -----------------------
"Material  Adverse  Effect" shall not include any effect attributable to changes
in  the  trading  prices  for  the Company's Common Stock or changes in economic
conditions  affecting  the  U.S.  economy  generally.

          3.2   Capitalization.  Immediately  before  the  Closing,  the
                --------------
capitalization  of  the  Company  will  consist  of  the  following:

               (a)     Preferred  Stock.  A total of 5,000,000 authorized shares
                       ----------------
of  Preferred  Stock, $1.00 par value per share (the "Preferred Stock"), none of
                                                      ---------------
which  are  issued  and  outstanding.

               (b)     Common Stock.  A total of 16,000,000 authorized shares of
                       ------------
Common  Stock, of which approximately 9,637,109 shares were issued and 9,602,248
shares  were  outstanding  as  of  September  30,  2003.

               (c)     Options,  Warrants,  Reserved  Shares.  Except  for,  at
                       -------------------------------------
November  6, 2003:  (i) 601,003 shares of Common Stock issuable upon exercise of
outstanding  options  under  the  employee and director Stock Option Plans, (ii)
options  to  purchase an additional 695,829 shares of Common Stock available for
grant  under  these  plans, (iii) 150,000 shares of Common Stock available to be
used  as  compensation  of  directors  under  the Company's Nonemployee Director
Equity  Compensation  Plan,  and (iv) 593,224 shares of Common Stock purchasable
upon  exercise  of  outstanding  warrants,  576,557  of  which  are  currently
exercisable,  there  were  not  outstanding  at such time any options, warrants,
rights  or  agreements  for  the purchase or acquisition from the Company of any
shares  of  its  capital  stock or any securities convertible into or ultimately
exchangeable  or  exercisable for any shares of the Company's capital stock.  An
additional  5,837 shares of Common Stock will become issuable upon completion of
this  transaction  pursuant  to  the  anti-dilution  provisions  of  outstanding
warrants.  All  of  such  outstanding  shares  of  capital  stock have been duly
authorized  and  validly  issued and are fully paid and nonassessable and all of
such  options,  warrants and other rights to acquire Common Stock have been duly
authorized  by the Company.  None of the outstanding shares of capital stock and
options,  warrants  and  other rights to acquire Common Stock has been issued in
violation  of  the  preemptive  rights  of  any  security holder of the Company.

          3.3     Subsidiaries.  Except  for (i) a 100% equity interest in Mercy
                  ------------
Air  Service,  Inc.,  a  California  corporation  ("Mercy"),  (ii) a 100% equity
                                                    -----
interest  in  Arch  Air  Medical  Service, Inc., a Missouri corporation ("Arch")
                                                                          ----
(iii)  a  100%  equity  interest  in Rocky Mountain Holdings, L.L.C., a Delaware
limited  liability  company  ("RMH,"  together,  Mercy,  Arch,  and  RMH  the
                               ---
"Subsidiaries"), and (iv) a 50% equity interest in Mercy Air, Tri-County, LLC, a
 ------------
California limited liability company ("MATC") the Company does not presently own
                                       ----
or  control,  directly  or  indirectly,  any  interest in any other corporation,
limited  liability  company,  partnership, trust,


                                        2
<PAGE>
joint  venture,  association,  or other entity. All of the outstanding shares of
capital  stock  of  the Subsidiaries have been validly issued and are fully paid
and  nonassessable  and  are  owned  directly  or  indirectly  by  the  Company.

          3.4     Due  Authorization; No Violation.  All corporate action on the
                  --------------------------------
part  of  the Company and its officers, directors and stockholders necessary for
the  authorization,  execution  and  delivery  of,  and  the  performance of all
obligations  of  the  Company  under,  this  Agreement  and  the  transactions
contemplated  hereby,  and the authorization, issuance, reservation for issuance
and delivery of all of the Purchased Shares being sold under this Agreement, has
been  taken  or  will  be  taken  prior  to  the  Closing, no further consent or
authorization  of  the  Company or the Board of Directors or its stockholders is
required  and  this Agreement constitutes a valid and legally binding obligation
of  the  Company,  enforceable against the Company in accordance with its terms,
except  as  enforceability  may  be  limited  by  (i)  applicable  bankruptcy,
insolvency,  reorganization  or other laws of general application relating to or
affecting  the enforcement of creditors' rights generally and (ii) the effect of
rules  of  law  governing  the  availability of equitable remedies.  Neither the
execution,  delivery  or  performance  by  the Company of this Agreement nor the
consummation  by  the  Company  of the transactions contemplated hereby will (i)
conflict  with  or  result  in  a  breach of any provision of the Certificate of
Incorporation  of  the  Company,  as  amended  to  date  (the  "Charter") or the
                                                                -------
Company's Bylaws or the comparable organizational documents of its Subsidiaries,
(ii)  conflict  with, result in a violation or breach of, or cause a default (or
give  rise to any right of termination, cancellation or acceleration), or result
in  the  creation  or  imposition  of  any  lien,  security  interest, charge or
encumbrance  upon  any  of  the  properties  or  assets  of  the  Company or its
Subsidiaries, under any of the terms, conditions or provisions of any agreement,
instrument  or  obligation  to which the Company or its Subsidiaries is a party,
which default could, individually or in the aggregate, reasonably be expected to
have  a  Material  Adverse  Effect  or  (iii)  violate any law, statute, rule or
regulation  or  judgment,  order, writ, injunction or decree of any governmental
authority, in each case under this clause (iii) applicable to the Company or its
Subsidiaries  or  any  of  their  respective  properties  or  assets  and which,
individually  or  in  the  aggregate,  could  reasonably  be  expected to have a
Material  Adverse  Effect.  The  business  and operations of the Company and its
Subsidiaries  have  been conducted in accordance with all applicable laws, rules
and  regulations  of  all  governmental  authorities, except for such violations
which  could  not,  individually  or in the aggregate, reasonably be expected to
have  a  Material  Adverse  Effect.

          3.5     Valid  Issuance  of Stock.  The Purchased Shares, when issued,
                  -------------------------
sold  and  delivered  in  accordance  with  the  terms of this Agreement for the
consideration  provided  for herein, will be duly authorized and validly issued,
fully  paid  and nonassessable and free and clear of all pledges, taxes, claims,
liens,  encumbrances and restrictions (other than those arising under federal or
state  securities  laws  as  a  result of the private placement of the Purchased
Shares  to  the  Investors)  and  are not subject to preemptive or other similar
rights  of  any  stockholder of the Company, except that in connection with this
offering,  Prudential  Capital  Partners,  L.P.  and Prudential Capital Partners
Management  Fund,  L.P. have a preemptive right to purchase 43,843 shares in the
aggregate  in  order  to  maintain  their  percentage  ownership  in the Company
represented  by  their  warrants.

          3.6     Compliance  with  Securities Laws.  Subject to the accuracy of
                  ---------------------------------
the  representations  made  by  the Investors in Section 4 hereof, the Purchased
Shares  (assuming  no


                                        3
<PAGE>
change in applicable law and no unlawful distribution of Purchased Shares by the
Investors  or  other parties) will be issued to the Investors in compliance with
applicable  exemptions  from  (1)  the  registration  and  prospectus  delivery
requirements  of  the  Securities Act and (2) the registration and qualification
requirements  of  all  applicable  securities  laws  of the states of the United
States.

          3.7     Governmental  Consents.  No  consent,  approval,  order  or
                  ----------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing with, or notice to, any federal, state or local governmental authority or
self  regulatory  agency  on  the  part  of  the  Company or its Subsidiaries is
required  in connection with the valid execution and delivery of this Agreement,
the offer, sale and issuance of the Purchased Shares, or the consummation of the
transactions  contemplated  by  this  Agreement,  except  for  qualifications or
filings  under  the  Securities  Act  of  1933,  as  amended (the "Act") and the
                                                                   ---
applicable rules and regulations (the "Rules and Regulations") of the Securities
                                       ---------------------
and  Exchange  Commission  (the  "Commission")  under  the  Act,  and  all other
                                  ----------
applicable  securities  laws  as  may  be  required  in  connection  with  the
transactions  contemplated  by  this  Agreement.  All such qualifications (other
than  those  required  in  connection with the registration of the resale of the
Purchased Shares) will be effective on the Closing, and all such filings will be
made  within  the  time  prescribed  by  law.

          3.8     Absence  of  Changes.  After  the respective dates as of which
                  --------------------
information  is given in the Company's Proxy Statement for the annual meeting of
stockholders held on June 11, 2003, the Company's Annual Report on Form 10-K for
the  year  ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, and
the  Company's  Report on Form 8-K filed on October 31, 2002, as amended by Form
8-K/A-1  filed  on December 30, 2002, and the Form 8-K furnished on November 12,
2003 and the description of the Common Stock contained in Registration Statement
on  Form  8-A  No. 1-11153, which became effective on May 20, 1992, respectively
(such  documents, referred to collectively as the "Disclosure Documents"), there
                                                   --------------------
has  not  been  (i)  any  Material  Adverse  Effect  on  the  Business, (ii) any
transaction  that  is  material  to the Company and its Subsidiaries, taken as a
whole,  (iii)  any  obligation,  direct  or  contingent, that is material to the
Company  and  its Subsidiaries, taken as a whole, incurred by the Company or its
Subsidiaries,  (iv) any change in the outstanding indebtedness of the Company or
its  Subsidiaries  that  is material, (v) any dividend declared, paid or made on
the  capital  stock  of  the  Company,  (vi)  any loss or damage (whether or not
insured)  to  the  property  of  the  Company or its Subsidiaries which has been
sustained  which could, individually or in the aggregate, reasonably be expected
to  have  a  Material  Adverse  Effect  or  (vii)  any  other  event which could
reasonably be expected to adversely affect the validity or enforceability of, or
the  authority  or  the ability of the Company to perform its obligations under,
this  Agreement.

          3.9     Litigation.  Except  as disclosed in the Disclosure Documents,
                  ----------
there  is  no  action,  suit,  proceeding,  claim,  arbitration or investigation
("Action")  pending  (or,  to  the  Company's  knowledge,  currently threatened)
  ------
against  or  otherwise  affecting  the  Company  or  its Subsidiaries , or their
respective  activities,  properties or assets, which (i) is reasonably likely to
prevent  the  consummation  of  the  transactions contemplated hereby or (ii) if
adversely  resolved  against  the  Company  or  its Subsidiaries could adversely
affect  the  validity  or  enforceability of, or the authority or ability of the
Company to perform its obligations under, this Agreement, or


                                        4
<PAGE>
could,  individually  or  in  the  aggregate,  reasonably  be expected to have a
Material  Adverse  Effect.

          3.10     NASDAQ  Listing.  The  Company's  Common  Stock is registered
                   ---------------
pursuant  to  Section  12(g)  of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act")  and is listed on the Nasdaq National Market. The Company
       -------------
will  use  its  best  efforts  to  comply  with all requirements of the National
Association  of  Securities  Dealers,  Inc.  with respect to the issuance of the
Purchased  Shares  and  the  listing  thereof  on  the  Nasdaq  National Market;
provided,  however,  that  the  Company  makes  no  representations that it will
continue  to meet all of the requirements for listing of the Common Stock on the
Nasdaq  National  Market.  The  Company  shall use its best efforts to take such
actions  as  may  be necessary, and as soon as practicable and in no event later
than  thirty (30) days after the Closing Date, to file with Nasdaq any necessary
application  or other document required by Nasdaq in order to list the Purchased
Shares  on  the  market on which they are traded and to pay any required listing
fees  within  the  required  time.

          3.11     Commission Filings.  The Company has filed in a timely manner
                   ------------------
all  reports  and  other  information  required to be filed ("Filings") with the
                                                              -------
Commission  pursuant  to  the  Exchange Act during the preceding twelve calendar
months.  On  their  respective  dates  of filing, to the Company's knowledge the
Filings  complied in all material respects with the requirements of the Exchange
Act,  and  the  published  rules  and  regulations of the Commission promulgated
thereunder.  To  the  Company's  knowledge, on their respective dates of filing,
the  Filings did not include any untrue statement of a material fact required to
be  stated  therein or necessary to make the statements therein, in light of the
circumstances  in  which  they  were  made,  not  misleading,  and all financial
statements  contained  in  the Filings fairly present, in all material respects,
the  financial  position  of the Company on the dates of such statements and the
results  of  operations  for  the  periods  covered  thereby  in accordance with
generally  accepted  accounting  principles  consistently applied throughout the
periods  involved and comparable prior periods, except as otherwise indicated in
the  notes  to  such  financial  statements,  subject  in  the case of unaudited
financial  statements,  to  normal  year-end  audit  adjustments.

          3.12     Disclosure.  To  the Company's knowledge, the representations
                   ----------
and  warranties  made  by  the  Company  in  this  Agreement  and the Disclosure
Documents  when  read together do not contain any untrue statement of a material
fact  and  do not omit to state a material fact necessary to make the statements
herein  as  a  whole  not  misleading.

          3.13     Governmental  Permits, Etc.  The Company and its Subsidiaries
                   --------------------------
possess  all  licenses,  franchises,  governmental  approvals,  permits or other
governmental  authorizations  (collectively,  "Authorizations")  relating to the
                                               --------------
operation  of the Business, except for those Authorizations the failure of which
to  possess  could not, individually or in the aggregate, reasonably be expected
to  have  a  Material  Adverse  Effect.  The Company and its Subsidiaries are in
compliance  with  the  terms  of  all  Authorizations  and all laws, ordinances,
regulations  and  decrees  which are applicable to the Business, except for such
non-compliance  which could not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.

          3.14     Insurance.  The  Company and its Subsidiaries are covered by,
                   ---------
and  will  continue  to  be  covered  by,  insurance  with companies the Company
believes  to  be  responsible  and in such amounts and covering such risks as it
believes  to  be  adequate  for the conduct of the


                                        5
<PAGE>
Business  and the value of the Company's and its Subsidiaries' properties and as
is  customary for companies engaged in similar businesses in similar industries,
all of which insurance is in full force and effect. The Company has no knowledge
that  any  such  carrier  has grounds or intends to cancel or fail to renew such
policies  on  terms  acceptable  to  the  Company.

          3.15     Intellectual  Property.  The  Company or its Subsidiaries own
                   ----------------------
or  possess  the patents, patent rights, licenses, inventions, copyrights, trade
secrets,  trademarks,  know-how  (including  trade  secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential  information,  systems  or
procedures) and other rights or interests in items of intellectual property that
are  material  to  the  Business  as  operated  by  the Company and as currently
expected  to be operated by the Company and such Subsidiaries (collectively, the
"Patent  and  Proprietary  Rights");  neither  the  Company  nor  any  of  the
 --------------------------------
Subsidiaries  have  received  notice of any asserted infringement of or material
conflict  with  the  rights  of  others  with  respect  to any of the Patent and
Proprietary  Rights.  To the Company's knowledge, neither the Company nor any of
the Subsidiaries infringes upon the proprietary rights of others in any material
respect.  To  the  Company's  knowledge,  none  of  the  patent  rights owned or
licensed  by  the  Company  is  unenforceable  or  invalid.

          3.16     Financial  Statements.  The  financial  statements  of  the
                   ---------------------
Company  and  the  related  notes  thereto  included in the Disclosure Documents
present  fairly,  in  all  material  respects  and  in accordance with generally
accepted  accounting principles, the financial position of the Company as of the
dates  indicated,  and  the  results  of  its  operations and cash flows for the
periods therein specified (except that the unaudited financial statements do not
contain  all  notes required by generally accepted accounting principles and are
subject  to  normal  year-end  audit  adjustments).  Such  financial  statements
(including  the  related  notes) have been prepared in accordance with generally
accepted  accounting  principles  applied  on  a consistent basis throughout the
periods  therein  specified ("GAAP"), subject in the case of unaudited financial
                              ----
statements,  to  normal  year-end audit adjustments.  Except as set forth in the
financial  statements  included in the Disclosure Documents, neither the Company
nor any of the Subsidiaries have any material liabilities of any nature (whether
accrued,  absolute,  contingent  or  otherwise)  that are required by GAAP to be
included  in  such financial statements other than liabilities arising after the
date  of  the  most  recent  balance sheet included in such financial statements
which  were  incurred  in  the  ordinary course of business consistent with past
practice.

          3.17     Sarbanes-Oxley  Act/Internal  Controls.  The  Company  is  in
                   --------------------------------------
material  compliance with the applicable provisions of the Sarbanes-Oxley Act of
2002  and  the  rules  and  regulations promulgated in connection therewith (the
"Sarbanes-Oxley  Act")  that  are effective and has no reason to believe that it
will  not  be  in  material  compliance  with other applicable provisions of the
Sarbanes-Oxley  Act  upon the effectiveness of such provisions.  The Company has
reviewed  and  evaluated  the effectiveness of the Company's disclosure controls
and  procedures,  as  defined in Rules 240.13a-14 (c) and 15d-14 (c) promulgated
under  the  Exchange  Act.  Based on that review and evaluation, the Company has
concluded  that  the  Company's  current  disclosure controls and procedures, as
designed  and  implemented, are reasonably adequate to ensure that the Company's
Chief  Executive  Officer and Chief Financial Officer are provided with material
information  relating to the Company required to be disclosed in the reports the
Company  files  or  submits  under  the Exchange Act.  Additionally, the Company
maintains  a  system  of  internal  accounting  controls  sufficient  to provide
reasonable  assurance  that


                                        6
<PAGE>
(a)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorizations,  (b)  transactions are recorded as necessary to permit
preparation  of  financial  statements  in  conformity  with  generally accepted
accounting principles and to maintain asset accountability, (c) access to assets
is  permitted  only  in  accordance  with  management's  general  or  specific
authorization,  (d)  the recorded accountability for assets is compared with the
existing  assets  at  reasonable  intervals and appropriate action is taken with
respect  to  any differences, and (e) financial reporting and the preparation of
financial  statements  for  external  purposes in accordance with U.S. generally
accepted  accounting  principles  are  reliable.

          3.18     Title.  The  Company  and  each of the Subsidiaries have good
                   -----
and  marketable  title  in fee simple to all real property and personal property
owned  by  them  which  is  material  to  the  business  of  the Company and the
Subsidiaries,  taken  as  a  whole, in each case free and clear of all liens and
encumbrances,  except  (i)  as  disclosed  in the Disclosure Documents, (ii) for
liens  that  do  not  materially  affect  the  value of such property and do not
materially  interfere with the use made and proposed to be made of such property
by  the  Company or its Subsidiaries  or (iii) for equipment leases or operating
leases entered into in the ordinary course of the Company's or its Subsidiaries'
businesses.  Any real property and facilities held under lease by the Company or
its Subsidiaries is held by them under valid, subsisting and enforceable leases,
with  such exceptions as are not material and do not interfere with the use made
and  proposed  to  be made of such property and facilities by the Company or its
Subsidiaries.

          3.19     Form  S-3.  The Company meets the requirements for the use of
                   ---------
Form S-3 for the registration of the resale of the Purchased Shares and will use
its  best  efforts  to  maintain  S-3  status  with  the  Commission  during the
Registration  Period  (as defined in Section 7.2(a)).  The Company does not know
of  any  current  facts  or  circumstances  that  would  prohibit  or  delay the
preparation  and  filing of a registration statement on Form S-3 with respect to
the  Registrable  Securities  (as  defined  in  Section  7.1(d)).

          3.20     Tax Matters.  The Company and its Subsidiaries have filed all
                   -----------
federal,  state and local income and franchise and other tax returns required to
be  filed and have paid all taxes due, and no tax deficiency has been determined
adversely  to  the  Company  or  its  Subsidiaries which, individually or in the
aggregate,  has had (nor does the Company or its Subsidiaries have any knowledge
of  any  tax  deficiency  which,  if  determined adversely to the Company or its
Subsidiaries, could, individually or in the aggregate, reasonably be expected to
have)  a  Material  Adverse  Effect.

          3.21     Investment  Company.  The  Company  is  not  an  "investment
                   -------------------
company"  within  the  meaning  of such term under the Investment Company Act of
1940  and  the  rules  and  regulations  of  the  Commission  thereunder.

          3.22     No  General Solicitation; No Integration.  No form of general
                   ----------------------------------------
solicitation  or  general  advertising  was  used  by  the  Company  or,  to its
knowledge,  any  other person acting on behalf of the Company, in respect of the
Purchased  Shares  or  in  connection  with  the offer and sale of the Purchased
Shares.  The  Company  has not sold, offered to sell, solicited offers to buy or
otherwise  negotiated  in respect of any "security" (as defined in the Act) that
is or could be integrated with the sale of the Purchased Shares in a manner that
would  require  the  registration  of  the  Purchased  Shares  under  the  Act.


                                        7
<PAGE>
          3.23     No  Registration.  Assuming  the  accuracy  of  the
                   ----------------
representations  and  warranties  made by, and compliance with the covenants of,
the Investors in Section 4 hereof, no registration of the Purchased Shares under
the  Act  is required in connection with the sale of the Purchased Shares to the
Investors  as  contemplated  by  this  Agreement.

          3.24     Material  Contracts.  All  material  contracts of the Company
                   -------------------
and  its  Subsidiaries  that are required by applicable rules and regulations of
the  Commission  to  be  filed as exhibits to the Filings ("Material Contracts")
                                                            ------------------
have  been  so  filed  and,  except  for  the  Material Contracts that have been
terminated or are no longer in effect in accordance with their terms, are valid,
subsisting,  in  full  force  and  effect  and  binding  upon the Company or its
Subsidiaries and, to the Company's knowledge, the other parties thereto, and the
Company  or  its  Subsidiaries  have  paid  in  full  or accrued all amounts due
thereunder and have satisfied in full or provided for all of its liabilities and
obligations  thereunder  in  all material respects.  Neither the Company nor its
Subsidiaries  have  received notice of a default and is not in default under, or
with  respect  to,  any  Material Contract.  To the knowledge of the Company, no
other  party  to  any  Material  Contract is in default thereunder, nor does any
condition  exist  that  with  notice or lapse of time or both would constitute a
default  by  such  other  party  thereunder.

     4.     REPRESENTATIONS,  WARRANTIES  AND  CERTAIN  AGREEMENTS OF INVESTORS.
            -------------------------------------------------------------------
Each  Investor  hereby severally and not jointly represents and warrants to, and
agrees  with,  the  Company,  that:

          4.1     Authorization.  All  action  (corporate  or  otherwise) on the
                  -------------
part  of the Investor and its officers, directors and stockholders necessary for
the  authorization,  execution  and  delivery  of,  and  the  performance of all
obligations  of  the  Investor  under,  this Agreement has been taken or will be
taken  prior  to the Closing, and this Agreement constitutes a valid and legally
binding  obligation  of  the  Investor,  enforceable  against  the  Investor  in
accordance  with  its  terms,  except  as  enforceability  may be limited by (i)
applicable  bankruptcy,  insolvency,  reorganization  or  other  laws of general
application  relating  to  or  affecting  the  enforcement  of creditors' rights
generally  and  (ii)  the  effect  of rules of law governing the availability of
equitable  remedies.

          4.2     Purchase  for  Own  Account.  The  Purchased  Shares  to  be
                  ---------------------------
purchased  by  such  Investor hereunder will be acquired for investment for such
Investor's  own  account,  not as a nominee or agent, and not with a view to the
public  resale  or  distribution thereof within the meaning of the Act, and such
Investor  has no present intention of selling, granting any participation in, or
otherwise  distributing the same in violation of the Act.  If not an individual,
such  Investor  also  represents  that such Investor has not been formed for the
specific  purpose  of  acquiring Purchased Shares or, if formed for the specific
purpose  of acquiring Purchased Shares, that each equity holder of such Investor
is an "accredited investor" within the meaning of Regulation D promulgated under
the  Act.

          4.3     Disclosure  of  Information.  The Investor has received and/or
                  ---------------------------
had  full  access  to a copy of the Disclosure Documents and has received or has
had  full access to all the information it considers necessary or appropriate to
make  an informed investment decision with respect to the Purchased Shares to be
purchased  by  the  Investor  under this Agreement.  Investor further has had an
opportunity  to ask questions and receive answers from the Company regarding


                                        8
<PAGE>
the  terms  and conditions of the offering of the Purchased Shares and to obtain
additional  information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify any
information  furnished  to the Investor or to which the Investor had access. The
foregoing,  however, does not in any way limit or modify the representations and
warranties  made by the Company in Section 3. In connection with its decision to
purchase  the Purchased Shares, the Investor has relied solely on the Disclosure
Documents,  the  representations,  warranties  and agreements of the Company set
forth  in  this Agreement, as well as any investigation of the Company completed
by  the  Investor  or  its advisors; and the Investor has not relied on any oral
statement  made  by  the  Company.

          4.4     Investment  Experience.  Such  Investor  understands  that the
                  ----------------------
purchase of the Purchased Shares involves substantial risk.  Such Investor:  (i)
has  experience  as  an  investor  in securities of companies in the development
stage  and  acknowledges  that  such Investor can bear the economic risk of such
Investor's  investment  in  the  Purchased  Shares  and  has  such knowledge and
experience  in  financial  or  business matters that such Investor is capable of
evaluating  the  merits and risks of this investment in the Purchased Shares and
protecting its own interests in connection with this investment, and/or (ii) has
a  preexisting personal or business relationship with the Company or one or more
of  its  officers  or  directors.

          4.5     Accredited  Investor  Status.  Such Investor is an "accredited
                  ----------------------------
investor"  within  the  meaning  of  Regulation  D  promulgated  under  the Act.

          4.6     Restricted  Securities.  Such  Investor  understands  that the
                  ----------------------
Purchased  Shares  are  characterized  as  "restricted securities" under the Act
inasmuch  as  they  are  being  acquired  from  the Company in a transaction not
involving a public offering and that under the Act and the Rules and Regulations
such securities may be resold without registration under the Act only in certain
limited  circumstances.  In  this connection, such Investor represents that such
Investor  is familiar with Rule 144 of the Commission and understands the resale
limitations  imposed  thereby  and  by  the  Act  and understands that the Shelf
Registration Statement (as defined in Section 7.2(a)) and any other registration
statement  contemplated  by  this  Agreement  to  effect the registration of the
Purchased  Shares  for  purposes of resale thereunder may never become effective
under  the  Act.

          4.7     Further  Limitations  on  Disposition.  Without  in  any  way
                  -------------------------------------
limiting  the  representations set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Purchased Shares unless and
until:

               (a)     there  is  then  in effect a registration statement under
the  Act  covering  such  proposed  disposition  and such disposition is made in
accordance  with  such registration statement and the provisions of Section 7 of
this  Agreement;  or

               (b)     (i)  such Investor shall have notified the Company of the
proposed  disposition  and  shall have furnished the Company with a statement of
the  circumstances  surrounding the proposed disposition, and (ii) such Investor
shall  have  furnished  the  Company,  at  the  expense  of such Investor or its
transferee,  with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such securities under the
Act.


                                        9
<PAGE>
Notwithstanding  the  provisions  of  paragraphs  (a)  and  (b)  above,  no such
registration  statement  or  opinion  of counsel shall be required:  (i) for any
routine  transfer  of  any  Purchased Shares in compliance with Rule 144 or Rule
144A  (except  that an opinion of counsel may be required for other than routine
Rule  144  transactions),  or  (ii)  for  any transfer of Purchased Shares by an
Investor  that  is  a  partnership,  limited  liability  company  ("LLC")  or  a
                                                                    ---
corporation  to  (A)  a  partner  of  such  partnership,  member  of such LLC or
stockholder  of  such  corporation  on  a basis proportionate to their ownership
interests in such partnership, LLC or corporation, or (B) the estate of any such
partner,  member  or  stockholder,  or  (iii)  for the transfer by gift, will or
intestate  succession by any Investor to his or her spouse or lineal descendants
or  ancestors  or  any trust for any of the foregoing; provided, that in each of
the  foregoing cases the transferee agrees in writing to be subject to the terms
of  this  Agreement  to  the  same  extent as if the transferee were an original
Investor  hereunder.

          4.8     Legends.  It  is  understood  that the certificates evidencing
                  -------
the  Purchased  Shares  will  bear  the  legends  set  forth  below:

               (a)     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN
REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
                                                                 ---
THE  SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON  TRANSFERABILITY  AND  RESALE  AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED  UNDER  THE  ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF  TIME.  THE  ISSUER  OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM  AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED  TRANSFER  OR  RESALE  IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS.

               (b)     THE  SHARES  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
THE  PROVISIONS  OF,  AND  MAY HAVE CERTAIN REGISTRATION RIGHTS PURSUANT TO, THE
PROVISIONS OF A PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, WHICH MAY
RESTRICT  THE  TRANSFER OF SUCH SHARES IN CERTAIN CIRCUMSTANCES.  A COPY OF SUCH
AGREEMENT  MAY  BE  OBTAINED, WITHOUT CHARGE, AT THE COMPANY'S PRINCIPAL OFFICE.

     The  legends  set  forth in (a) and (b) above shall, upon the request of an
Investor,  be  promptly  removed  by the Company from any certificate evidencing
Purchased  Shares  upon  delivery to the Company of an opinion of counsel to the
Investor, reasonably satisfactory to the Company, that the legended security can
be freely transferred in a public sale without a registration statement being in
effect  under  the  Act  and  in  compliance  with  exemption requirements under
applicable  state securities laws and that such transfer will not jeopardize the
exemption  or  exemptions from registration pursuant to which the Company issued
the  Purchased Shares; provided, however, that no such opinion shall be required
in  connection  with  routine  sales  of  Purchased Shares pursuant to the Shelf
Registration  Statement  (as  defined  below)  (provided that customary forms of
brokers'  and  sellers'  representation  letters are provided in


                                       10
<PAGE>
connection  with  such  sales)  or routine requests for legend removal where the
Purchased  Shares  can be sold by an Investor pursuant to the provisions of Rule
144.  In  connection  with  any  such  opinion,  the Investor shall provide such
certifications as may be reasonably be deemed necessary for the delivery of such
opinion.

          4.9     Resale  Restrictions.  The Investor will not, in a manner that
                  --------------------
violates  the  Act  or  Section  4.7,  prior  to  the effectiveness of the Shelf
Registration  Statement  (as defined below), directly or indirectly offer, sell,
contract  or  grant an option to sell, pledge, encumber, or otherwise dispose of
or  otherwise  transfer,  or  enter  into  any  swap  or  other arrangement that
transfers  to  another, in whole or in part, any of the economic consequences of
ownership  of  (whether any such transaction described above is to be settled by
delivery  of  Common  Stock  or  such other securities, in cash or otherwise) (a
"Disposition")  any  Purchased Shares, and after the effective date of the Shelf
 -----------
Registration  Statement  the Investor will not make any Disposition of Purchased
Shares  in  violation  of  the  Act.

          4.10      Except  as  disclosed  next  to its name on Schedule 4.10 to
                                                                -------------
this  Agreement, such Investor is a "citizen of the United States" as defined in
49  U.S.C.  40102(a)(15)  (2003).  "Citizen  of  the United States" means (A) an
individual  who  is  a  citizen  of the United States; (B) a partnership each of
whose  partners is an individual who is a citizen of the United States; or (C) a
corporation  or  association  organized under the laws of the United States or a
State,  the  District  of  Columbia,  or a territory or possession of the United
States, of which the president and at least two-thirds of the board of directors
and  other  managing officers are citizens of the United States, and in which at
least  75  percent of the voting interest is owned or controlled by persons that
are  citizens  of  the  United  States.

     5.   CONDITIONS  TO  INVESTORS'  OBLIGATIONS  AT  CLOSING.
          ----------------------------------------------------

          5.1     Closing.  The  obligations of each Investor under Section 2 of
                  -------
this  Agreement  to  purchase the Purchased Shares at the Closing are subject to
the  fulfillment  or  waiver, on or before the Closing, of each of the following
conditions,  and the Company shall use its best efforts to cause such conditions
to  be  satisfied  on  or  before  the  Closing:

          5.1.1     Representations  and  Warranties  True.  Each  of  the
                    --------------------------------------
representations  and  warranties of the Company contained in Section 3 qualified
as  to materiality shall be true and correct and those not so qualified shall be
true and correct in all material respects on and as of the Closing with the same
effect  as though such representations and warranties had been made on and as of
the  Closing.

          5.1.2     Performance.  The  Company shall have performed and complied
                    -----------
in  all  material  respects  with  all  agreements,  obligations  and conditions
contained  in  this Agreement that are required to be performed or complied with
by  it  on or before the Closing and shall have obtained all approvals, consents
and qualifications necessary to complete the purchase and sale described herein.

          5.1.3     Compliance Certificate.  The Company shall have delivered to
                    ----------------------
the  Investors  at  the  Closing  a  certificate  signed  on  its  behalf by its
President,  Chief  Executive


                                       11
<PAGE>
Officer,  or Chief Financial Officer certifying that the conditions specified in
Sections  5.1.1  and  5.1.2  have  been  fulfilled.

          5.1.4     Registration;  Securities Exemptions.  The offer and sale of
                    ------------------------------------
the Purchased Shares to the Investors pursuant to this Agreement shall be exempt
from the registration requirements under the Act and applicable state securities
laws,  and  the  rules  thereunder  (the  "Law").
                                           ---

          5.1.5     No  Material  Change.  There  shall  have  been  no Material
                    --------------------
Adverse  Effect  on  the  Business  from  the  date  of  this  Agreement.

          5.1.6     Opinion  of  Counsel.  The  Investors shall have received an
                    --------------------
opinion  of  counsel  to  the  Company  substantially  in  the form of Exhibit A
attached  hereto.

          5.1.7     Agreement.  The Company shall have executed and delivered to
                    ---------
the  Investors  this  Agreement.

          5.1.8     No  Suspension  of  Trading or Listing of Common Stock.  The
                    ------------------------------------------------------
Common  Stock  of the Company (i) shall be designated for quotation or listed on
the  Nasdaq  National Market and (ii) shall not have been suspended from trading
on  the  Nasdaq  National  Market.

          5.1.9     Good  Standing  Certificates.  The  Company  shall  have
                    ----------------------------
delivered  to  Investors a certificate of the Secretary of State of the State of
Delaware,  dated  as  of a date within five (5) days of the date of the Closing,
with  respect  to  the  good  standing  of  the  Company.

          5.1.10    Secretary's  Certificate.  The Company shall have delivered
                    ------------------------
to  the  Investors  a  certificate  of  the  Company  executed  by the Company's
Assistant Secretary attaching and certifying to the truth and correctness of (1)
the Company's Certificate of Incorporation, (2) the Company's Bylaws and (3) the
resolutions  adopted  by the Company's Board of Directors in connection with the
transactions  contemplated  by  this  Agreement.

          5.1.11    No  Statute  or  Rule Challenging Transaction.  No statute,
                    ---------------------------------------------
rule,  regulation,  executive  order,  decree,  ruling,  injunction,  action,
proceeding  or  interpretation  shall  have  been enacted, entered, promulgated,
endorsed  or  adopted  by  any  court  or  governmental  authority  of competent
jurisdiction  or  any  self-regulatory  organization  or the staff of any of the
foregoing  having authority over the matters contemplated hereby which questions
the  validity  of,  or  challenges  or prohibits the consummation of, any of the
transactions  contemplated  by  this  Agreement.

     6.   CONDITIONS  TO  THE  COMPANY'S  OBLIGATIONS  AT  CLOSING.
          --------------------------------------------------------

          6.1     Closing.  The  obligations of the Company under this Agreement
                  -------
to  sell the Purchased Shares to the Investors at the Closing are subject to the
fulfillment  or  waiver,  on or before the Closing, of the following conditions,
and  each  Investor  shall  use  its best efforts to cause such conditions to be
satisfied  on  or  before  the  Closing:


                                       12
<PAGE>
          6.1.1     Representations  and  Warranties.  The  representations  and
                    --------------------------------
warranties  of  the  Investor contained in Section 4 qualified as to materiality
shall  be  true and correct and those not so qualified shall be true and correct
in all material respects on and as of the Closing with the same effect as though
such  representations  and  warranties  had  been made on and as of the Closing.

          6.1.2     Payment  of  Purchase  Price.  The  Investor  shall  have
                    ----------------------------
delivered  to  the Company the purchase price for the Purchased Shares specified
for  such  Investor  on  the  Schedule  of  Investors,  in  accordance  with the
provisions  of  Section 2, subject to the Company's delivery of certificates for
such  shares.

          6.1.3     Agreement.  The  Investors shall have executed and delivered
                    ---------
to  the  Company  this  Agreement.

     7.     REGISTRATION  RIGHTS.
            --------------------

          7.1     Definitions.  For  purposes  of  this  Agreement:
                  -----------

               (a)     Form  S-3.  The term "Form S-3" means such form under the
                       ---------             --------
Act  as is in effect on the date hereof or any successor registration form under
the  Act  subsequently  adopted  by  the  Commission  that  permits inclusion or
incorporation  of  substantial information by reference to other documents filed
by  the  Company  with  the  Commission.

               (b)     Holder.  The  term  "Holders"  shall  mean  holders  of
                       ------               -------
Registrable Securities that have registration rights pursuant to this Agreement.

               (c)     Registration.  The  terms  "register,"  "registered," and
                       ------------                --------     ----------
"registration"  refer  to  a  registration  effected  by  preparing and filing a
 ------------
registration  statement  in  compliance  with  the  Act,  and the declaration or
ordering  of  effectiveness  of  such  registration  statement.

               (d)     Registrable  Securities.  The  term  "Registrable
                       -----------------------               -----------
Securities"  means:  (1)  all of the Purchased Shares, (2) any additional shares
issued  pursuant  to  Section  7.2(a)  and (3) any shares of Common Stock of the
Company  issued or issuable, from time to time, upon any reclassification, share
combination,  share  subdivision,  stock  split,  share  dividend,  or  similar
transaction or event, or otherwise as a distribution on, in exchange for or with
respect  to  any of the foregoing; provided, however, that the term "Registrable
Securities"  shall  exclude  in  all  events  (and  such  securities  shall  not
constitute  "Registrable  Securities")  (i)  any  Registrable Securities sold or
transferred  by  a  person  in  a  transaction  in which the registration rights
granted  under this Agreement are not assigned in accordance with the provisions
of  this  Agreement or (ii) any Registrable Securities sold in a public offering
pursuant  to a registration statement filed with the Commission or sold pursuant
to  Rule  144  promulgated  under  the  Act  ("Rule  144").
                                               ---------

               (e)     Prospectus.  The  term  "Prospectus"  shall  mean  the
                       ----------               ----------
prospectus  included  in  any  Shelf  Registration Statement (including, without
limitation,  a  prospectus  that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule  430A  promulgated  under  the  Act),  as  amended  or  supplemented by any
prospectus  supplement (including, without limitation, any prospectus supplement
with  respect  to  the  terms  of the offering of any portion of the Registrable
Securities


                                       13
<PAGE>
covered  by  such  Shelf  Registration  Statement), and all other amendments and
supplements  to  the  Prospectus,  including  post-effective amendments, and all
material  incorporated by reference or deemed to be incorporated by reference in
such  Prospectus.

               (f)     Shelf  Registration  Statement.  See  Section  7.2(a).
                       ------------------------------

          7.2   Form  S-3  Shelf  Registration.
                ------------------------------

               (a)     Registration.  The  Company  shall  prepare and file with
                       ------------
the  Commission  as soon as practicable but in any event within thirty (30) days
following  the  Closing  and use its commercially reasonable efforts (i) to have
declared  effective  as  soon as practicable thereafter (but in any event within
ninety  (90)  days after the Closing Date), a registration statement on Form S-3
(or,  if  the  Company  is  not  then  eligible  to  use  Form S-3, then another
appropriate  form)  providing  for  the  resale  by  the  Holders  of all of the
Registrable Securities (the "Shelf Registration Statement"), and (ii) to provide
                             ----------------------------
a  transfer  agent  and  registrar for all securities registered pursuant to the
Shelf  Registration  Statement.  The  Shelf  Registration  Statement may include
securities  other  than  those  held by Holders.  The Company shall use its best
efforts to keep the Shelf Registration Statement continuously effective (subject
to  Section  7.2(b)),  pursuant  to  the  Act  and  the  Rules  and  Regulations
promulgated  thereunder,  until  the  earliest  to  occur  of  (i)  the  second
anniversary of the Closing Date and (ii) as to a particular Holder, such time as
all  Registrable  Securities  held by such Holder have been sold (A) pursuant to
the  Shelf  Registration  Statement,  (B)  to  or  through a broker or dealer or
underwriter  in a public distribution or a public securities transaction, and/or
(C)  the  date  on  which such Holder can sell all of its Registrable Securities
without  registration  pursuant  to  Rule 144(k) (such period, the "Registration
                                                                    ------------
Period").  In  the event that the Shelf Registration Statement shall cease to be
------
effective during the Registration Period, the Company shall promptly prepare and
file  a new registration statement covering all Registrable Securities and shall
use  its  best efforts to have such registration statement declared effective as
soon  as  practicable.  Any  such  registration  statement shall be considered a
"Shelf  Registration  Statement"  hereunder.

               (b)     Liquidated  Damages.  In  the  event  that  the  Shelf
                       -------------------
Registration Statement is not filed within 30 days after the Closing or declared
effective  by  the date that is ninety (90) days following the Closing Date, the
Company  shall  pay  to  each  Investor  liquidated  damages  (collectively, the
"Liquidated  Damages"),  in  cash, in an amount equal to one percent (1%) of the
 -------------------
total purchase price of the Purchased Shares purchased by such Investor pursuant
to  this  Agreement  (a "Liquidated Damages Payment") for each thirty day period
                         --------------------------
(or portion thereof) thereafter, until the Shelf Registration Statement is filed
or  becomes effective, as the case may be; provided, however that in the case of
any such period of less than thirty days the Liquidated Damages Payment shall be
calculated  on  a pro rata basis based on the number of days actually elapsed in
such period.  Each Liquidated Damages Payment payable in respect of a thirty day
period  (or  portion thereof) shall be paid at the end of such thirty day period
(or  portion  thereof).

               (c)     Lapse and Suspension.   Subject to the provisions of this
                       --------------------
Section  7.2(c), should the Registration Statement's effectiveness lapse for any
reason  while  the Company has any obligation to maintain such effectiveness and
the Company does not cure such lapse within 10 business days (the "Cure Period")
                                                                   -----------
by  a  post-effective  amendment or a report filed


                                       14
<PAGE>
pursuant  to  the Exchange Act, the Company shall pay each investor damages at a
rate  of  1%  per  month,  payable  monthly,  of the purchase price paid by each
Investor,  for  the  period  of  the  lapse  beyond  such  cure period, in cash.
Notwithstanding  the  foregoing,  if  in the good faith judgment of the Board of
Directors  of the Company, following the advice of its counsel, it is determined
that: (i) it would be detrimental to the Company to effect a registration or for
sales  to  be  made  from  such  Registration  Statement, or (ii) there exists a
material  development  that  the  Company  would be obligated to disclose in the
Registration Statement, which disclosure would be premature or inadvisable, then
the  Company  will be permitted to suspend the use of the Registration Statement
for  a  period of up to 45 consecutive days in any 180-day period; provided that
such  suspension periods shall not exceed 90 days (including any Cure Period) in
the  aggregate during the Registration Period (following which 90 day period the
foregoing  1%  damages shall begin to accrue). In the event of any suspension of
the  effectiveness of the Registration Statement or similar event, the Investors
will  immediately  discontinue  disposition  of  the  securities  underlying the
Registration  Statement.  In  such  event,  the  Company  will  use commercially
reasonable  efforts  to cause the use of the Registration Statement so suspended
to  be  resumed  as  soon  as  possible.

               (d)     Liquidated  Damages  not  a Penalty.  The Company and the
                       -----------------------------------
Investor  agree that, in the event that under the circumstances described above,
the  Shelf  Registration  Statement is not declared effective within ninety (90)
days  of  the  Closing,  as  contemplated  in Section 7.2(b) or effectiveness is
thereafter  suspended  as  contemplated  in  Section  7.2(c),  it  would  be
impracticable  or  extremely difficult to fix or determine the Investor's actual
damages.  Therefore,  the Company and the Investor each agree that the amount of
the  Liquidated  Damages  has  been  agreed  upon  as  liquidated  damages after
negotiation  as  to  the parties' reasonable estimate of the Investor's damages.
The  Company  and  the  Investor  agree that the amount of Liquidated Damages is
reasonable  in  light  of  the  circumstances  existing at the execution of this
Agreement.  The  Company  and  the Investor each acknowledge that the payment of
such  Liquidated  Damages  is  not  intended as a forfeiture or penalty.  If the
Company  fails  to  immediately  pay  to the Investor any amounts due under this
Section  7.2,  then  in addition to any amounts paid or payable pursuant to this
Section, the Company shall also pay all reasonable costs and expenses (including
reasonable legal fees and expenses) in connection with any action, including the
filing  of  any  lawsuit  or  other  legal  action,  taken to enforce or collect
payment, together with interest on such payment at the maximum rate permitted by
applicable  law,  from  the  date  such  payment  was  required  to  be  paid.

               (e)     Expenses.  The registration fees and expenses incurred by
                       --------
the  Company  in  connection  with  the Shelf Registration Statement, including,
without  limitation,  all  registration, qualification and filing fees, printing
expenses,  escrow  fees, fees and disbursements of counsel for the Company, blue
sky  fees  and  expenses,  and  the expense of any special audits incident to or
required  by  any such registration, shall be borne by the Company.  Each Holder
shall be responsible for any fees and expenses of its counsel or other advisers.

          7.3     Obligations  of the Company.  The Company shall furnish to the
                  ---------------------------
Holder  such  number  of  copies  of  a  Prospectus,  including  a  preliminary
Prospectus,  in  conformity  with  the  requirements  of the Act, and such other
documents  (including  supplements  or  prospectus amendments) as the Holder may
reasonably  request  in order to facilitate the public sale or other disposition
of  the  Registrable  Securities  owned  by  it  that  are  included  in  such
registration.  In


                                       15
<PAGE>
addition,  whenever  required  to  effect  the  registration  of any Registrable
Securities  under  this  Agreement,  the  Company  shall,  as  expeditiously  as
reasonably  possible:

               (a)     Use  commercially  reasonable efforts to (i) register and
qualify  the  securities covered by such registration statement under such other
securities  or  Blue Sky laws of such states as shall be reasonably requested by
the  Holder,  provided  that  the  Company  shall  not be required in connection
therewith  or  as  a  condition  thereto  to qualify to do business or to file a
general  consent  to  service  of process in any such states or jurisdictions in
which  it  is not now so qualified or has not so consented and (ii) to keep such
registration  or  qualification  in effect for so long as the Shelf Registration
Statement  remains  in  effect,  except  that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in  any  jurisdiction  where  it  is  not  so qualified, or to subject itself to
taxation in any such jurisdiction, or to execute a general consent to service of
process  in effecting such registration, qualification or compliance, unless the
Company  is already subject to service in such jurisdiction and except as may be
required  by  the  Act  or  applicable  rules  or  regulations  thereunder.

               (b)     Notify the Holder promptly (and in any event by 4:00 p.m.
Mountain Time, by email, fax or other type of communication) (i) on the same day
that  the  Shelf  Registration  Statement  becomes effective (unless the Company
receives  notice  of the effectiveness of the Shelf Registration Statement after
4:00  p.m.  Mountain  Time, in which case the Company shall notify the Holder by
4:00  p.m.  on  the  next  business day), (ii) within one business day after any
request  by  the Commission or any other federal or state governmental authority
during the period of effectiveness of a registration statement for amendments or
supplements  to  such  registration  statement  or  related  prospectus  or  for
additional  information, (iii) on the same day of the issuance by the Commission
or  any  other  federal  or  state  governmental  authority of any stop order or
similar  action  suspending the effectiveness of a registration statement or the
initiation  of  any  proceedings  for  that purpose (unless the Company receives
notice  of  the  issuance  of  any  stop order or similar action after 4:00 p.m.
Mountain Time, in which case the Company shall notify the Holder by 4:00 p.m. on
the  next  business  day), and (iv) within one business day after the receipt by
the  Company  from  the  Commission  or  any other federal or state governmental
authority  of  any  notification  with  respect  to  the  suspension  of  the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities  for sale in any jurisdiction or the initiation or threatening of any
proceeding  for  such  purpose.

               (c)     Use  commercially  reasonable  efforts  to  obtain  the
withdrawal  of  any order suspending the effectiveness of the Shelf Registration
Statement  as  soon  as  practicable.

               (d)     Promptly  file  such amendments (including post-effective
amendments)  and  supplements  to  the  Shelf  Registration  Statement  and  the
Prospectus,  file  such  documents  as  may  be  required  to be incorporated by
reference  in  any  of  such  documents,  and  take  all other actions as may be
necessary  to  ensure  to  the  holders of Registrable Securities the ability to
effect  the  public  resale  of their Registrable Securities (including, without
limitation,  taking  any  actions  necessary  to  ensure  the  availability of a
Prospectus  meeting  the  requirements of Section 10(a) of the Act) continuously
throughout  the Registration Period; and provide or make available by posting on
its  website  to  each  holder of Registrable Securities copies of any documents
prepared  pursuant  to  the  foregoing  promptly  after  such  preparation.


                                       16
<PAGE>
          7.4     Furnish Information.  It shall be a condition precedent to the
                  -------------------
obligations of the Company to take any action pursuant to Section 7.2 or Section
7.3  that the Holder shall furnish to the Company such information regarding it,
the Registrable Securities held by it, and the intended method of disposition of
such  securities  (and, when necessary, furnish updated information) as shall be
required  to  timely effect (and maintain the effectiveness of) the registration
of  its  Registrable  Securities.

          7.5     Indemnification.  For  the  purposes  of this Section 7.5, the
                  ---------------
term "registration statement" shall include any preliminary or final Prospectus,
exhibit,  supplement, amendment or other document included in, filed as part of,
deemed  to  be a part of, incorporated by reference in, or otherwise relating to
the  Shelf  Registration  Statement  referred  to  in  this  Section  7.

               (a)     By  the Company.  To the fullest extent permitted by law,
                       ---------------
the  Company will defend, indemnify and hold harmless the Investor, each Holder,
the  officers  and  directors,  trustees,  advisors,  each  person,  if any, who
controls  any  Holder and any underwriter for each (as defined in the Act) (such
persons  and entities collectively referred to as "Holder Indemnified Parties"),
                                                   --------------------------
against  any  and  all  losses, claims, expenses (including, without limitation,
reasonable legal and other fees and expenses), damages or liabilities (including
in  settlement of any claim) to which they may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, or at common
law  or  otherwise  (a  "Loss"),  insofar  as such Losses (or actions in respect
                         ----
thereof)  arise  out of any claim, action or proceeding brought by a third party
arising out of or based upon any of the following (collectively, a "Violation"):
                                                                    ---------

               (i)     any  untrue  statement  or  alleged untrue statement of a
          material  fact contained in a registration statement filed pursuant to
          this  Section  7;

               (ii)     the  omission  or  alleged  omission  to  state  in  a
          registration  statement  filed  pursuant  to this Section 7 a material
          fact  required  to  be  stated  therein,  or  necessary  to  make  the
          statements  therein  not  misleading;

               (iii)     any  violation  or  alleged violation by the Company of
          the  Act, the Exchange Act, any federal or state securities law or any
          rule  or regulation promulgated under the Act, the Exchange Act or any
          federal  or  state securities law, in each case in connection with the
          offering  covered  by  such  registration  statement;  or

               (iv)     any  failure  by  the Company to fulfill any undertaking
          included  in  a  registration  statement;

and, if the Company elects not to assume the defense as permitted by Section 7.5
(c),  the  Company will reimburse each Holder Indemnified Party for any legal or
other  expenses  reasonably  incurred  by  them, as incurred, in connection with
investigating  or defending or settling, compromising or paying an award granted
in  any  proceeding  relating to any such Violation; provided, however, that the
indemnity agreement contained in this subsection shall not apply to amounts paid
in settlement of any such Loss, if such settlement is effected without the prior
written consent of the Company, nor shall the Company be liable in any such case


                                       17
<PAGE>
for  any  such  Loss  to  the  extent  that  it arises out of or is based upon a
Violation  caused  by  reliance  upon and in conformity with written information
furnished  expressly for use in connection with such registration statement by a
Holder  Indemnified  Party;  and  provided further, that the Company will not be
liable  for  the  reasonable legal fees and expenses of more than one counsel to
all  Holder  Indemnified  Parties  unless in the reasonable opinion of counsel a
conflict  exists  among  such  Holder  Indemnified  Parties.

               (b)     By  the  Holder.  To the fullest extent permitted by law,
                       ---------------
each Holder (severally and not jointly with any other Holder) will indemnify and
hold  harmless the Company, each of its directors, each of its officers who have
signed  the  Shelf Registration Statement, and each person, if any, who controls
the  Company  within  the  meaning  of  the  Act  (such  persons  and  entities
collectively  referred  to as "Company Indemnified Parties") against any and all
                               ---------------------------
Losses  to  which  such Company Indemnified Parties may become subject under the
Act,  the Exchange Act or other federal or state law, insofar as such Losses (or
actions  in  respect  thereto)  arise out of or are based upon any Violation, in
each  case  to the extent (and only to the extent) that such Violation is caused
by  reliance  upon  and  in conformity with written information furnished to the
Company  by  the Holder expressly for the registration statement; and the Holder
will  reimburse  any legal or other expenses reasonably incurred by such Company
Indemnified  Parties  in  connection  with  investigating  or defending any such
Violation;  provided,  however,  that  the indemnity agreement contained in this
subsection  shall  not  apply  to amounts paid in settlement of any such Loss if
such  settlement  is  effected  without the prior written consent of the Holder;
provided  further,  that the Holder shall not be liable for the reasonable legal
fees  and  expenses of more than one counsel to the Company Indemnified Parties;
and  provided  further, that no Holder shall be required to pay amounts pursuant
to  this  subsection (b) in excess of the net amount of proceeds received by the
Holder  from  the sale of the Registrable Securities, less the total amount paid
by  the  Holder  for  such  Registrable  Securities.

               (c)     Notice.  Promptly  after  receipt by an indemnified party
                       ------
under  this  Section  of notice of the commencement of any action (including any
governmental  action),  such  indemnified  party  will,  if  a  claim  for
indemnification  in respect thereof is to be made against any indemnifying party
under  this  Section,  deliver to the indemnifying party a written notice of the
commencement  of  such an action and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying  party  similarly  noticed, to assume the defense
thereof  with  counsel  selected  by  the  indemnifying  party  and  reasonably
acceptable  to  a  majority  in  interest  of the indemnified parties; provided,
however,  that  an  indemnified  party  shall  have  the right to retain its own
counsel,  with  the  reasonable fees and expenses to be paid by the indemnifying
party,  if  the indemnified party shall have reasonably concluded that there may
be  a  conflict  between  the  positions  of  the  indemnifying  party  and  the
indemnified party in conducting the defense of any such action or that there may
be  legal  defenses  available  to  it  or  other  indemnified  parties that are
different  from  or  additional  to  those  available to the indemnifying party.

               (d)     Defect  Eliminated  in  Final  Prospectus.  The foregoing
                       -----------------------------------------
indemnity  agreements of the Company and the Holder are subject to the condition
that,  insofar  as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended Prospectus on file with the Commission
at  the  time the registration statement in question becomes effective or in the
amended  Prospectus  filed  with  the  Commission pursuant to


                                       18
<PAGE>
Rule  424(b)  of  the  Commission  (the  "Final  Prospectus"),  such  indemnity
                                          -----------------
agreements  shall  not inure to the benefit of any person if a copy of the Final
Prospectus was furnished in a timely manner to the indemnified party and was not
furnished  to  the  person  asserting the loss, liability, claim or damage at or
prior  to  the  time  such  action  is  required  by  the  Act.

               (e)     Contribution.  If  the  indemnification  provided  for in
                       ------------
this  Section  7.5  is  unavailable  to  or  insufficient  to  hold  harmless an
indemnified  party under subsection (a) or (b) above with respect of any losses,
claims,  damages,  liabilities or expenses (or actions or proceedings in respect
thereof)  referred  to therein, then each indemnifying party shall contribute to
the  amount  paid  or  payable by such indemnified party as a result of any such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
in  such  proportion  as  is  appropriate  to  reflect the relative fault of the
Company  on  the  one  hand  and  the Holder on the other in connection with the
statements  or omissions or inaccuracies in the representations or warranties of
this  Agreement  or  other  matters  which  resulted in any such losses, claims,
damages, liabilities or expenses (or actions in respect thereof), as well as any
other relevant equitable considerations.  The relative fault shall be determined
by reference to, among other things, in the case of an untrue statement, whether
the  untrue  statement relates to information supplied by the Company on the one
hand  or  a  Holder  on  the  other and the parties' relative intent, knowledge,
access  to  information  and  opportunity  to  correct  or  prevent  such untrue
statement.  The  Company  and  the Investors agree that it would not be just and
equitable if contribution pursuant to this subsection (e) were determined by pro
rata  allocation  (even  if  all  Holders  were  treated  as one entity for such
purpose)  or  by any other method of allocation which does not take into account
the  equitable  considerations  referred  to  above in this subsection (e).  The
amount  paid  or  payable  by  an  indemnified  party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in  this  subsection  (e) shall be deemed to include any legal or other expenses
reasonably  incurred  by such indemnified party in connection with investigating
or  defending  any such action or claim.  Notwithstanding the provisions of this
subsection  (e),  no Holder shall be required to contribute any amount in excess
of  the  net  amount  of proceeds (i.e., proceeds net of underwriting discounts,
fees  and  commissions  payable  by such Holder) received by the Holder from the
sale  of the Registrable Securities less the total amount paid by the Holder for
such  Registrable  Securities.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  The  Holders'  obligations  to  contribute  pursuant to this
Section  7.5(e)  are  several  and  not  joint.

               (f)     Survival.  The  obligations of the Company and the Holder
                       --------
under  this  Section shall survive the completion of any offering of Registrable
Securities  in  a  registration  statement,  and  otherwise.

          7.6     Rule  144  Reporting.  With  a  view  to  making available the
                  --------------------
benefits  of  certain  rules and regulations of the Commission, which may at any
time  permit  the  sale  of  the  Registrable  Securities  to the public without
registration,  the  Company  agrees  to:

               (a)     Make  and  keep  adequate,  current  public  information
available,  as those terms are understood and defined in Rule 144 under the Act,
at  all  times;


                                       19
<PAGE>
               (b)     File  with  the Commission in a timely manner all reports
and  other  documents  required  of  the  Company  under  the  Exchange Act; and

               (c)     So long as the Holder owns any Registrable Securities, to
furnish  to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144, a copy of
the  most  recent  annual  or  quarterly  report  of the Company, and such other
reports  and  documents  of  the Company as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing a Holder to
sell  any  such  securities  without  registration.

          7.7     Termination  of Company's Obligations.  The Company shall have
                  -------------------------------------
no  obligation  to  register,  or  maintain,  a registration statement governing
Registrable  Securities and the restrictive legend described in Section 4.8 will
be  removed  from  any certificate representing the Purchased Shares, (i) if all
Registrable  Securities  have been registered and sold pursuant to registrations
effected  pursuant  to  this  Agreement  or  to or through a broker or dealer or
underwriter  in  a public distribution or public securities transaction, or (ii)
with respect to any particular Holder at such time as all Registrable Securities
held  by  such  Holder may be sold pursuant to Rule 144(k), as it may be amended
from  time  to  time,  including  but not limited to amendments that reduce that
period  of  time that securities must be held before such securities may be sold
pursuant  to  such  rule,  as determined by counsel to the Company pursuant to a
written  opinion  to  that  effect  that is acceptable to the Company's transfer
agent  and  the  affected  Holders.

     8.     ASSIGNMENT.  Notwithstanding  anything  herein  to the contrary, the
            ----------
registration  rights of the Holder under Section 7 hereof shall be automatically
assigned  by  such  Investor  to  any  transferee  of all or any portion of such
Investor's  Registrable  Securities  who  is  a Permitted Transferee (as defined
below);  provided,  however,  that  (a)  no  party  may  be  assigned any of the
foregoing  rights  until  the  Company  is given written notice by the assigning
party  at  the  time  of  such  assignment  stating  the name and address of the
assignee and identifying the securities of the Company as to which the rights in
question  are  being  assigned;  (b)  that  any such assignee shall receive such
assigned  rights  subject to all the terms and conditions of this Agreement; and
(c)  no  such  assignment  or  assignments shall increase the obligations of the
Company  hereunder.  For  purposes  of  this Agreement, a "Permitted Transferee"
                                                           --------------------
shall  mean  any  person who (x) is (i) an "accredited investor" as that term is
defined  in  Rule  501(a)  of Regulation D under the Act; (ii) a partner of such
Holder,  an  affiliate  of  such  Holder  or  a  partner  of an affiliate or any
corporation,  partnership,  limited  liability company or other entity or person
controlling,  controlled by, or under common control with, such Holder; or (iii)
any  other direct transferee from such Holder of at least 25% of the Registrable
Securities  held  by  such  Holder  and  (y)  is a transferee of the Registrable
Securities  as  permitted  under  the  securities  laws  of  the  United States.

     9.     MISCELLANEOUS.
            -------------

          9.1     Survival  of  Warranties.  The representations, warranties and
                  ------------------------
covenants of the Company and the Investors contained in or made pursuant to this
Agreement  shall  survive  the  execution and delivery of this Agreement and the
Closing  and  shall  in  no  way be affected by


                                       20
<PAGE>
any  investigation  of  the  subject  matter thereof made by or on behalf of the
Investors,  their  counsel  or  the  Company,  as  the  case  may  be.

          9.2     Successors  and  Assigns.  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.

          9.3     Governing  Law;  Venue;  Waiver  Of Jury Trail.  ALL QUESTIONS
                  -----------------------------------------------
CONCERNING  THE  CONSTRUCTION,  VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS  OF  THE  STATE  OF  NEW YORK. THE COMPANY AND INVESTORS HEREBY IRREVOCABLY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING
IN  THE  CITY  OF  NEW  YORK,  BOROUGH  OF MANHATTAN FOR THE ADJUDICATION OF ANY
DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH
OR  WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH
RESPECT  TO  THE  ENFORCEMENT  OF  ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY
IRREVOCABLY  WAIVE,  AND  AGREE  NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING
BROUGHT  BY  THE  COMPANY  OR  ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT  TO  THE  JURISDICTION  OF  ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR
PROCEEDING  IS  IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE
OF  PROCESS  AND  CONSENTS  TO  PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING  BY  MAILING  A  COPY  THEREOF  VIA  REGISTERED  OR CERTIFIED MAIL OR
OVERNIGHT  DELIVERY  (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE  GOOD  AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING
CONTAINED  HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN  ANY  MANNER  PERMITTED  BY  LAW.  THE COMPANY AND INVESTORS HEREBY WAIVE ALL
RIGHTS  TO  A  TRIAL  BY  JURY.

          9.4     Counterparts.  This  Agreement  may be executed in two or more
                  ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

          9.5     Headings.  The  headings  and  captions used in this Agreement
                  --------
are  used  for  convenience  only  and are not to be considered in construing or
interpreting  this  Agreement.  All  references  in  this Agreement to sections,
paragraphs,  exhibits,  and schedules shall, unless otherwise provided, refer to
sections  and  paragraphs hereof and exhibits and schedules attached hereto, all
of  which  exhibits  and  schedules  are  incorporated herein by this reference.

          9.6     Notices.  Unless  otherwise  provided,  any notice required or
                  -------
permitted  under  this  Agreement  shall be given in writing and shall be deemed
effectively  given  upon  personal  delivery  to  the  party  to be notified, by
telecopier  or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified in the
case of the Company, at 7301 South Peoria, Englewood, Colorado 80112,


                                       21
<PAGE>
Attention:  Aaron D. Todd, with a copy to Lester R. Woodward, Esq., Davis Graham
&  Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202, or in
the  case  of  Investor, at the record address for such Investor as reflected on
the signature pages to this Agreement, or at such other address as any party may
designate  by  giving  ten  (10) days advance written notice to the other party.
Notices  shall  be  deemed  delivered upon delivery if personally delivered, one
business  day  after  transmission  with  confirmation  of  receipt  if  sent by
telecopier,  or  three  (3)  days  after  deposit  in  the  mails  if  mailed.

          9.7     No  Finder's  Fees.  Each  party represents that it neither is
                  ------------------
nor  will  be  obligated  for  any  finder's  or  broker's  fee or commission in
connection  with this transaction; each Investor agrees to indemnify and to hold
harmless  the  Company  from any liability for any commission or compensation in
the  nature of a finder's or broker's fee (and any asserted liability) for which
such Investor or any of its officers, partners, employees, or representatives is
responsible;  and  the  Company  agrees  to  indemnify and to hold harmless each
Investor  from any liability for any commission or compensation in the nature of
a finder's or broker's fee (and any asserted liability) for which the Company or
any  of  its  officers,  employees  or  representatives  is  responsible.

          9.8     Costs,  Expenses.  Each  Party's  costs in connection with the
                  ----------------
preparation,  execution,  delivery  and performance of this Agreement (including
without  limitation  legal fees) shall be borne by that party; provided, however
that  the  Company  shall  reimburse  the  Investors  in the aggregate for up to
$10,000  for  the  fees  and  expenses  of  counsel  to  the  Investors.

          9.9     Amendments  and  Waivers.  Any  term  of this Agreement may be
                  ------------------------
amended  and  the observance of any term of this Agreement may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only  with  the  written  consent  of the Company and Investors
holding  a  majority  of  the  Purchased  Shares  purchased hereunder; provided,
however,  that no amendment or waiver of the Company's obligations under Section
7 of this Agreement that materially and adversely affects the rights of a holder
of  Purchased  Shares  shall  be binding upon that holder unless that holder has
consented  in  writing  to such amendment or waiver.  Subject to the limitations
set  forth  in  the  preceding  sentence,  any  amendment  or waiver effected in
accordance  with this Section shall be binding upon each holder of any Purchased
Shares  at  the  time outstanding (even if such Investor or other holder did not
vote  with  respect to, or voted against, such amendment or waiver), each future
holder  of  such  securities,  and  the  Company.  Subject to the foregoing, the
Investors acknowledge that by virtue of this provision, holders of a majority of
the  Purchased  Shares  may bind other holders to amendment or waivers that such
other  holders  may  have  voted  to  oppose.

          9.10     Severability.  If  one  or  more provisions of this Agreement
                   ------------
are  held  to  be  invalid,  illegal or unenforceable under applicable law, such
provision(s)  shall  be  excluded  from  this  Agreement  and the balance of the
Agreement  shall  be  interpreted  as  if such provision(s) were so excluded and
shall  be  enforceable  in  accordance  with  its  terms.

          9.11     Entire Agreement.  This Agreement, together with any exhibits
                   ----------------
and  schedules hereto, constitutes the entire agreement and understanding of the
parties  with  respect  to  the subject matter hereof and supersedes any and all
prior  negotiations,  correspondence,


                                       22
<PAGE>
agreements,  understandings,  duties  or  obligations  between  the parties with
respect  to  the  subject  matter  hereof.

          9.12     Further  Assurances.  From  and  after  the  date  of  this
                   -------------------
Agreement,  upon  the request of an Investor or the Company, the Company and the
Investors  shall  execute  and  deliver  such  instruments,  documents  or other
writings  as  may  be reasonably necessary or desirable to confirm and carry out
and  to  effectuate  fully  the  intent  and  purposes  of  this  Agreement.

          9.13     Termination.
                   -----------

               (a)     By  the  Investors.  Any  Investor  may  terminate  this
                       ------------------
Agreement,  with  respect  to  the  obligations  between itself and the Company,
immediately  if,  at  any time prior to the Closing, (i) the Company shall cease
conducting  business  in the normal course; become insolvent or become unable to
meet  its  obligations  as  they  become  due; make a general assignment for the
benefit  of creditors; petition, apply for, suffer or permit with or without its
consent  the  appointment  of  a  custodian,  receiver, trustee in bankruptcy or
similar officer for all or any substantial part of its business or assets; avail
itself  or become subject to any proceeding under the Federal Bankruptcy Code or
any  similar  state,  federal  or  foreign  statute  relating  to  bankruptcy,
insolvency,  reorganization,  receivership,  arrangement,  adjustment  of debts,
dissolutions or liquidation or (ii) the Company shall have breached or failed to
perform  any  of  its  representations,  warranties, covenants or agreements set
forth  in this Agreement, which breach or failure to perform (A) would give rise
to  the  failure  of a condition set forth in Section 5.1.1 or Section 5.1.2 and
(B)  is incapable of being cured or has not been cured by the Company within ten
(10) calendar days following receipt of written notice of such breach or failure
to  perform  from  an  Investor.

               (b)     By  the  Company  or  the  Investors.  The Company or any
                       ------------------------------------
Investor,  on  its  own  behalf,  may terminate this Agreement at any time after
December  5,  2003  if  the Closing has not occurred prior to such date, or such
later date as the Company and Investors having a right to purchase a majority of
the  Purchased  Shares  shall  have  agreed  to  extend  the  offering.

               (c)     By the Company.  The Company may terminate this Agreement
                       --------------
with  respect  to  an Investor if such Investor shall have breached or failed to
perform  any  of  its  representations,  warranties, covenants or agreements set
forth  in this Agreement, which breach or failure to perform (i) would give rise
to  the  failure of a condition set forth in Section 6.1.1 and (ii) is incapable
of  being  cured or has not been cured by such Investor within ten (10) calendar
days  following  receipt  of written notice of such breach or failure to perform
from  the  Company.

          9.14     8-K  Filing.  On  or before the second business day following
                   -----------
the  Closing  Date, the Company shall file a Current Report on Form 8-K with the
SEC  describing the terms of the transactions contemplated by this Agreement and
attaching  this Agreement and the press release referred to below as exhibits to
such filing (the "8-K Filing" including all attachments).  Until the time of the
                  ----------
8-K  Filing,  each  Investor  will  treat  this  offering  and this Agreement as
confidential  and  none  of its provisions or terms shall be disclosed to anyone
who is not an officer or director of an Investor's organization or an Investor's
professional  advisor.


                                       23
<PAGE>
          9.15     Public  Announcements.  The  parties  agree  that the initial
                   ---------------------
press release to be issued with respect to the transactions contemplated by this
Agreement  shall  be  in  the  form  heretofore  agreed  to by the parties.  The
Investors and the Company shall consult with each other before issuing, and give
each  other  the  opportunity  to  review and comment upon, any subsequent press
release  primarily  relating to the transactions contemplated by this Agreement,
and shall not issue any such press release prior to such consultation, except as
may  be  required by applicable law, court process or by obligations pursuant to
any  listing  agreement  with  any  national  securities  exchange  or  national
securities  quotation  system.

          9.16     Heartland  Value  Fund.  The  Company  understands  and
                   ----------------------
acknowledges  that  Heartland Group, Inc. is entering into this Agreement solely
on  behalf  of the Heartland Value Fund and that any claims that the Company may
have  against  Heartland  Group,  Inc.  under  this  Agreement  or  otherwise in
connection  with the transactions contemplated hereby shall only be made against
the  assets  of  the  Heartland  Value  Fund.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       24
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Common Stock
Purchase  Agreement  as  of  the  date  first  above  written.

THE COMPANY:                              INVESTOR:
-----------                               --------

Air Methods Corporation,                  ______________________________________
 a Delaware corporation                   Name of Investor



By:    _______________________________    By:    _______________________________


Title: _______________________________    Title: _______________________________

                                          Investment Amount: $__________________

                                          Number of Purchased Shares: __________

                                          Address for Notice:




                           [COUNTERPART SIGNATURE PAGE
                        COMMON STOCK PURCHASE AGREEMENT]


                                       25
<PAGE>
                                  SCHEDULE 4.10
                                  -------------

                                Foreign Ownership





                                       26
<PAGE>
                                    EXHIBIT A
                                    ---------

                               Opinion of Counsel





                                       27
<PAGE>