

                        AIR METHODS CORPORATION

                      REISSUED WARRANT AGREEMENT


          THIS REISSUED WARRANT AGREEMENT is made and entered into
this 3rd day of May, 1995, by and between AIR METHODS CORPORATION (the
"Company") and AMERICAS PARTNERS ("AP") (together, the "Parties").


                               RECITALS
                               --------

          A.   The Company executed a promissory note on December 28,
1993 in favor of Swiss Bank Corporation, New York Branch (the "Bank"),
in the principal amount of $2,500,000, with interest on the
outstanding principal balance at the Eurodollar rate (as defined in
the promissory note) plus one and one-half percent per annum, such
principal and interest due and payable in full on March 28, 1994 (the
"Note").

          B.   To induce the Bank to loan to the Company the funds
represented by the Note, AP and its affiliate, Americas Tower Partners
("ATP"), executed a guaranty and security agreement as of December 28,
1993 in favor of the Bank, guaranteeing the payment of all of the
Company's obligations to the Bank under the Note (the "Guaranty").

          C.   To induce AP and ATP to execute the Guaranty, the
Company granted AP warrants to purchase 50,000 shares of common stock
of the Company, par value $.06 per share ("Common Stock"), at an
exercise price of $10.625 per share, the closing price of the Common
Stock on December 28, 1993, as quoted on the Nasdaq National Market
(the "Original Warrant").

          D.   In partial consideration of the agreement of AP on
February 18, 1994 to grant a bridge loan of up to $250,000, and
conditionally an additional $250,000, to Air Medica Movil, S.A. de
C.V., the Company's air medical transportation joint venture in Mexico
City, Mexico, the Company's Board of Directors on February 21, 1994
voted to reduce the exercise price of the original warrants from
$10.625 per share to $6.00 per share, the average of the high and low
quoted prices of the Common Stock on the Nasdaq National Market on
February 18, 1994, subject to AP's surrender and the subsequent
cancellation of the Original Warrant.

          E.   In partial consideration of the assignment by AP to the
Company of the $250,000 promissory note issued by Air Medica Movil,
S.A. de C.V. to AP in consideration of the aforesaid bridge loan, the
Company's Board of Directors, on May 3, 1995, voted to reduce the
exercise price of the original warrants from $6.00 per share to $3.00
per share, the closing 
<PAGE>
price of the Common Stock on the Nasdaq National Market on May 3,
1995.

          F.   AP is desirous of obtaining the warrants on the terms
and conditions herein contained.

          IT IS THEREFORE agreed by and between the parties, for and
in consideration of the premises and the mutual covenants herein
contained and for other good and valuable consideration, as follows:

          Section 1.  Grant of the Warrants.  The Company hereby
                      ---------------------
confirms and acknowledges that it has granted to AP, on December 28,
1993, warrants to purchase 50,000 shares of Common Stock (the
"Warrant") upon the terms and conditions herein set forth (the shares
of Common Stock issuable upon exercise of the Warrant being
hereinafter referred to as the "Warrant Shares").

          1.1  Warrant Price.  The purchase price of the shares of
               -------------
Common Stock which may be purchased pursuant to the Warrant is $3.00
per share, subject to adjustment pursuant to Section 7 hereof (the
"Warrant Price").

          1.2  Exercise Period.  The Warrant shall be exercisable in
               ---------------
full as of December 28, 1993 and shall continue to be exercisable for
five years from such date.  The Warrant shall automatically expire at
midnight Mountain Time on December 28, 1998.  If the Warrant is not
exercised prior to its expiration, it shall be deemed to have been
forfeited and of no further force or effect.

          Section 2.  Form of Warrant.
                      ---------------

          2.1  Warrant Certificate.  The text of the Warrant shall be
               -------------------
substantially as set forth in Exhibit A, attached hereto.  The Warrant
Price and the number of Warrant Shares issuable upon exercise of the
Warrant are subject to adjustment upon the occurrence of certain
events, all as hereinafter provided.  The Warrant shall be executed on
behalf of the Company by its Chairman and Chief Executive Officer, its
President, or one of its Executive Vice Presidents, under its
corporate seal reproduced thereon, attested by its Secretary or an
Assistant Secretary.

          2.2  Signatories.  Warrants bearing the manual or facsimile
               -----------
signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such
individuals or any one of them shall have ceased to hold such offices
prior to the delivery of such Warrants or did not hold such offices on
the date of this Agreement.

          2.3  Securities Law Legend.  The Warrants and, upon exercise
               ---------------------
of the Warrants, in part or in whole, certificates 

                                  -2-<PAGE>
representing the Warrant Shares (unless such shares have been
previously registered under the Act), shall bear a legend
substantially similar to the following:

          The securities represented by this certificate
          have not been registered under the Securities Act
          of 1933, as amended (the "Act"), and may not be
          offered or sold except (i) pursuant to an
          effective registration statement under the Act,
          (ii) to the extent applicable, pursuant to
          Rule 144 under the Act (or any similar rule under
          such Act relating to the disposition of
          securities), or (iii) upon the delivery by the
          holder to the Company of an opinion of counsel,
          reasonably satisfactory to counsel to the Company,
          stating that an exemption from registration under
          such Act is available.

          Section 3.  Exercise of the Warrant.
                      -----------------------

          3.1  Surrender and Payment.  A Warrant may be exercised upon
               ---------------------
surrender to the Company at its office in Englewood, Colorado of the
certificate or certificates evidencing the Warrants to be exercised,
together with the form of election to purchase included therein duly
filled in and signed, and upon payment to the Company of the
applicable Warrant Price (as defined in and determined in accordance
with the provisions of Sections 1.1 and 7 hereof), for the number of
Warrant Shares in respect of which such Warrants are then exercised. 
Payment of the applicable aggregate Warrant Price shall be made in
cash or by certified or cashier's check.

          3.2  Issuance of Warrant Shares.  Subject to Section 6
               --------------------------
hereof, upon surrender of Warrants and payment of the applicable
Warrant Price as aforesaid, the Company shall issue and cause to be
delivered with all reasonable dispatch to or upon the written order of
a holder of a Warrant ("Holder") in such name or names as the Holder
may designate, a certificate or certificates for the number of full
Warrant Shares so purchased upon the exercise of such Warrants.  Such
certificate or certificates shall be deemed to have been issued and
any person so designated to be named therein shall be deemed to have
become a holder of record of such Warrant Shares as of the date of the
surrender of such Warrants and payment of the applicable Warrant
Price, as aforesaid; provided, however, that if, at the date of the
                     --------  -------
surrender of such Warrants and payment of the applicable Warrant
Price, the transfer books for the Warrant Shares or other class of
stock purchasable upon the exercise of such Warrants shall be closed,
the certificates for the Warrant Shares or for the shares of such
other class of stock in respect of which such Warrants are then
exercised shall be issuable as of the date on which such books shall
next be opened (whether before or after the fifth anniversary of the
date hereof) and until such date the Company shall be 

                                  -3-<PAGE>
under no duty to deliver any certificate for such Warrant Shares or
for shares of such other class of stock; provided, further, that the
                                         --------  -------
transfer books of record, unless otherwise required by law, shall not
be closed at any one time for a period longer than 20 days.  The
rights of purchase represented by the Warrants shall be exercisable,
at the election of the Holders thereof, either in whole or from time
to time in part and, in the event that a certificate evidencing
Warrants is exercised in respect of less than all of the Warrant
Shares purchasable on such exercise at any time prior to the date of
expiration of the Warrants, a new certificate evidencing the remaining
Warrant or Warrants will be issued.

          3.3  Payment of Taxes.  The Company will pay all documentary
               ----------------
stamp taxes, if any, attributable to the initial issuance of Warrant
Shares upon the exercise of Warrants; provided, however, that the
                                      --------  -------
Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issue or delivery
of any Warrants or certificates for Warrant Shares in a name other
than that of the Holder of Warrants in respect of which such Warrant
Shares are issued, and in such case the Company shall not be required
to issue or deliver any certificate for shares of Common Stock until
the person requesting the same has paid to the Company the amount of
such tax or has established to the Company's satisfaction that such
tax has been paid.

          3.4  Fractional Interests.  The Company shall not be
               --------------------
required to issue fractional Warrant Shares on the exercise of
Warrants.  If any fraction of a Warrant Share would, except for the
provisions of this Section 3.4, be issuable on the exercise of any
Warrant (or specified portion thereof), the Company shall calculate
and pay an amount in cash equal to the then current market price per
share of Common Stock multiplied by such fraction.

          Section 4.  Transfer of Warrant.  Subject to the terms of
                      -------------------
Section 6 hereof, the Warrant shall be transferable upon surrender of
the Warrant certificate, with the form of assignment attached thereto
duly executed by the Holder, to the Company at its office in the State
of Colorado.  Upon such surrender, the Company shall cause a Warrant
certificate containing terms identical to those of the surrendered
Warrant certificate to be issued in the name of the transferee or
transferees.  If any Warrant certificate is assigned in respect of
less than all the shares covered thereby, the Holder shall be entitled
to receive a new Warrant Certificate covering the number of shares not
so assigned.

          Section 5.  Representations of the Company.  The Company
                      ------------------------------
represents and warrants to AP that:

          5.1  Authority.  The Company has, and at all times that this
               ---------
Agreement is in force will have, all requisite right, 

                                  -4-<PAGE>
power and authority to enter into, execute, deliver and perform this
Agreement and the Warrant, and the officers of the Company executing
and delivering this Agreement and the Warrant are duly authorized to
do so.  This Agreement and the Warrant have been duly and validly
executed, issued and delivered and constitute the legal, valid and
binding obligations of Company, enforceable against the Company in
accordance with their respective terms.

          5.2  No Violation.  The execution, delivery and performance
               ------------
by the Company of this Agreement and the Warrant do not and will not,
after the lapse of time, the giving of notice or otherwise, constitute
a violation of any applicable provision contained in the charter,
bylaws or organizational documents of the Company or contained in any
material agreement, instrument or document to which the Company is a
party or by which it is bound.

          5.3  Reservation of Shares.  The issuance and sale of the
               ---------------------
shares of Common Stock initially to be reserved for issuance on
exercise of the Warrants have been duly and validly authorized.  There
have been reserved, and the Company shall at all times keep reserved,
out of its authorized Common Stock, a number of shares of Common Stock
sufficient to provide for the exercise of the right of purchase
represented by the outstanding Warrants.  The transfer agent for the
Common Stock and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the Warrants
will be irrevocably authorized and directed at all times to reserve
such number of authorized shares as shall be requisite to provide for
the exercise of the rights of purchase represented by the outstanding
Warrants.  Such shares, when so issued upon such exercise in
accordance with the terms of the Warrant, will be validly issued,
fully paid and nonassessable.

          Section 6.  Representations of AP.  AP represents and agrees
                      ---------------------
that:

          6.1  It is acquiring the Warrants and the Warrant Shares for
its own account, for investment and not with an intent or view to or
for sale in connection with any "distribution" thereof within the
meaning of the Securities Act of 1933, as amended (the "Act"), and its
general partners have such knowledge, skill, sophistication and
experience in business and financial matters, based on actual
participation, that they are capable of evaluating the merits and
risks of an investment in the Warrants and the Warrant Shares and the
suitability thereof as an investment.

          6.2  The Warrant Shares may not be offered, sold or
otherwise transferred by AP except (a) pursuant to an effective
registration statement under the Act, (b) to the extent applicable,
pursuant to Rule 144 under the Act (or any similar rule under the Act
relating to the disposition of securities), or (c) unless in the
opinion of counsel for the Company, or in the opinion of counsel,
reasonably satisfactory to counsel to the 

                                  -5-<PAGE>
Company, the proposed offer, sale or other transfer of such Warrant
Shares would be exempt from the registration requirements of the Act,
and from the qualification requirements of any applicable state
securities law.

          6.3  Absent such registration under the Act, each
certificate issued to represent any of the Warrant Shares shall bear
the legend provided for in Section 2.3.

The Company may require, as a condition of the exercise of the
Warrant, that AP sign such further representations and agreements as
it reasonably determines to be necessary or appropriate to assure and
to evidence compliance with the requirements of the Act.

          Section 7.  Adjustment of Warrant Price and Number of
                      -----------------------------------------
Warrant Shares.  The number and kind of securities purchasable upon
- - - --------------
the exercise of the Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain events, as
hereinafter defined.

          7.1  Mechanical Adjustments.  The Warrant Price and the
               ----------------------
number and kind of securities purchasable upon the exercise of the
Warrant shall be subject to adjustment from time to time as follows:

               a.   Dividends, Subdivision and Combination.  In case
                    --------------------------------------
the Company shall (i) declare a dividend or make a distribution on its
outstanding shares of Common Stock in shares of Common Stock,
(ii) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares,
the Warrant Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so
that the Holder of each Warrant exercised after such date shall be
entitled to receive the aggregate number and kind of Warrant Shares
which, if the Warrants had been exercised by such Holder immediately
prior to such date, he would have owned upon such exercise and been
entitled to receive upon such dividend, subdivision, combination or
reclassification.

               b.   Reclassification, Consolidation, Merger, etc.  In
                    ---------------------------------------------
case of any reclassification or change of the outstanding shares of
Common Stock (other than a change in par value to no par value, or
from no par value to par value, or as a result of a subdivision or
combination), or in the case of any consolidation of the Company with,
or merger of the Company into, another corporation (other than a
consolidation or merger in which the Company is the surviving
corporation and which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a
result of a subdivision or combination of such shares or a change in
par 

                                  -6-<PAGE>
value, as aforesaid), or in the case of a sale or conveyance to
another corporation of the property of the Company as an entirety, the
Holder of each Warrant shall thereafter have the right to purchase (at
a price equal to the product of (x) the number of shares of Common
Stock issuable upon exercise of his Warrants and (y) the Warrant Price
in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance)
the kind and number of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance which, if the Warrants had been exercised
by such Holder immediately prior to the record date for such event,
such Holder would have owned upon such exercise and been entitled to
receive in such reclassification, change, consolidation, merger, sale
or conveyance.

               c.   Subscription rights for Shares of Common Stock or
                    -------------------------------------------------
Other Securities.  In the case the Company or an affiliate of the
- - - ----------------
Company shall at any time after the date hereof and prior to the
exercise of the Warrant, issue any rights to subscribe for shares of
Common Stock or any other securities of the Company or of such
affiliate to all the shareholders of the Company, the Holders of the
unexercised Warrants shall be entitled, upon the exercise of such
Warrants, in addition to the shares of Common Stock or other
securities receivable upon the exercise of the Warrants, to receive
such rights, at the time such rights are distributed to the other
shareholders of the Company, and to exercise such rights prior to the
same expiration date applicable to the other shareholders of the
Company.

               d.   Anything in this Section 7 to the contrary
notwithstanding, the Company shall not be required, except as
hereinafter provided, to make any adjustment of the Warrant Price in
any case in which the amount by which such Warrant Price would be
reduced in accordance with the foregoing provisions would be less than
$0.10, but in such case any adjustment that would otherwise be
required then to be made will be carried forward and made at the time
and together with the next subsequent adjustment which, together with
any and all such adjustments so carried forward, shall amount to not
less than $0.10. In the event of any subdivision or combination of
shares of Common Stock said amount (as theretofore decreased or
increased) shall be proportionately decreased or increased.

          7.2  Related Adjustment Matters.
               --------------------------

               a.   Upon each adjustment of the Warrant Price pursuant
to Section 7.1a hereof, the number of applicable Warrant Shares
thereafter purchasable upon the exercise of each Warrant shall be
determined by multiplying such Warrant Price in effect immediately
prior to such adjustment by the number of such Warrant Shares
purchasable immediately prior to such adjustment upon exercise of each
Warrant and dividing the product so obtained by such Warrant Price in
effect after such adjustment.


                                  -7-<PAGE>
               b.   Irrespective of any adjustments of the Warrant
Price or the number or kind of securities issuable upon exercise of
Warrants, Warrant certificates theretofore or thereafter issued may
continue to express the same Warrant Price and number of Warrant
Shares as are stated in similar Warrants previously issued.

               c.   The Company may retain the independent public
accounting firm regularly retained by the Company, or another firm of
independent public accountants selected by the Company's Board of
Directors, to make any computation required under this Section 7.

               d.   Whenever there is an adjustment in the Warrant
Price or in the number or kind of securities issuable upon exercise of
each Warrant, or both, as provided in this Section 7, the Company
shall promptly cause a certificate (the "Certificate") signed by the
Chairman and Chief Executive Officer, the President, or an Executive
Vice President of the Company and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company,
stating that the Warrant Price and the number of Warrant Shares
issuable upon exercise of each Warrant have been adjusted, setting
forth the appropriate adjusted Warrant Price and the adjusted number
of Warrant Shares issuable upon exercise of each Warrant, and showing
in reasonable detail the computation and the facts upon which such
adjustments are based to be sent to each registered Holder of
Warrants.

          If the foregoing adjustments shall result in a fractional
share, the fraction shall be disregarded, and the Company shall have
no obligation to make any cash or other payment with respect to such a
fractional share.

          Section 8.  Registration of the Warrant Shares.
                      ----------------------------------

          8.1  S-3 Registration.  The Company has registered the
               ----------------
shares issuable upon exercise of this Warrant with the Securities and
Exchange Commission (the "Commission") by their inclusion in a
Registration Statement on Form S-3 (the "S-3"), to permit AP's public
resale of any shares obtained upon exercise of the Warrant.  The
Company shall use its best efforts to maintain the effectiveness of
the S-3, and to register or qualify the Warrant Shares under such
state securities laws as AP may reasonably request and maintain such
registrations or qualifications, until all of the Warrants have been
exercised or until they expire pursuant to Section 1.2 hereof and to
list the Warrant Shares on any securities exchange on which the Common
Stock is then listed.

          8.2  Removal of Legends.  The legend relating to the
               ------------------
Securities Act and state securities laws endorsed on the certificates
evidencing the Warrants and Warrant Shares pursuant to Section 2.3
hereof shall be removed, and the Company shall issue a certificate or
instrument without such legend to the 

                                  -8-<PAGE>
Holder of such security, if such security is registered under the Act
and qualified under applicable state securities laws or if such Holder
provides the Company with an opinion of counsel for such Holder (which
opinion shall be reasonably satisfactory to counsel to the Company) to
the effect that a public sale, transfer or assignment of such security
may be made without registration under the Act and under applicable
state securities laws.

          Section 9.  No Stockholder Rights.  Subject to the
                      ---------------------
provisions of Section 3.2 hereof, AP shall have no rights as a
stockholder with respect to the shares of Common Stock which may be
purchased pursuant to the Warrant until such shares are deemed to have
been issued to AP under Section 3.2.

          Section 10.  Applicable Law.  THIS AGREEMENT IS ENTERED INTO
                       --------------
AND SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE.

          Section 11.  Notices.  Any notice to be given to the Company
                       -------
under the terms of this Agreement shall be addressed to the Company in
care of its Secretary at its office in Englewood, Colorado and any
notice to be given to Holder shall be sent to the address given
beneath Holder's signature hereto, or at such other address as either
party may hereafter designate, in writing, to the other.  Any such
notice shall have been deemed duly given when properly deposited in
the United States mail.

          Section 12.  Entire Agreement.  This Agreement constitutes
                       ----------------
the entire agreement between the Parties regarding the Warrant and
supersedes all prior agreements and understandings, oral and written,
relating thereto.  No modification of this Agreement shall be valid
unless made in writing and signed by the party against which
enforcement of the modification is sought.

          Section 13.  Successors; Merger of the Company.  This
                       ---------------------------------
Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns.  The
Company will not merge or consolidate with or into any other
corporation unless the corporation resulting from such merger or
consolidation (if not the Company) shall expressly assume, by
supplemental agreement reasonably satisfactory in form and substance
to and delivered to the Holders, the due and punctual performance and
observance of each and every covenant and condition of this Agreement
to be performed and observed by the Company.

          Section 14.  Survival.  All representations, warranties and
                       --------
covenants made by the Parties shall survive the execution and delivery
of this Agreement.



                                  -9-<PAGE>
          Section 15.  Captions.  The captions of the Sections and
                       --------
subsections of this Agreement have been inserted for convenience of
reference only and shall have no substantive effect.

          Section 16.  Fees.  Except as otherwise provided in this
                       ----
Agreement, any and all fees, costs and expenses, of whatever kind and
nature, including attorney's fees and expenses, incurred by the
Holders in connection with the defense or prosecution of any actions
or proceedings arising out of or in connection with this Agreement
shall be borne and paid by the Company.

          Section 17.  Cancellation.  AP acknowledges and agrees
                       ------------
that the Original Warrant has been cancelled and that the rights of AP
hereunder are granted in substitution and replacement of all rights of
AP under the Original Warrant.

          Section 18.  Counterparts.  This Agreement may be executed
                       ------------
in any number of counterparts, which shall collectively constitute one
agreement.

         IN WITNESS WHEREOF, the parties have hereunto affixed their
signatures in acknowledgment and acceptance of the above terms and
conditions on May 3, 1995.

                              AIR METHODS CORPORATION


                              By:
                                 ------------------------------------
                                 George W. Belsey, Chairman and Chief
                                 Executive Officer


                              AMERICAS PARTNERS



                              By:
                                 -------------------------------------
                                 Joseph E. Bernstein
                                 General Partner
                                 520 Madison Avenue
                                 New York, New York   10022


                                 -10-
