
               CONSULTING AND NON-COMPETITION AGREEMENT


          This Consulting and Non-Competition Agreement (this
"Agreement") is entered into this 30th day of November, 1994 between
Air Methods Corporation, a Delaware corporation, with its principal
place of business at 7301 South Peoria, Englewood, Colorado 80112 (the
"Company") and Roy L. Morgan (the "Consultant").


                               RECITALS

          A.   The Consultant has been employed by the Company since
1991 as its President.  The Consultant was the founder of the
Company's predecessor, Air Methods Corporation, a Colorado
corporation, and he was employed as its President and Chief Executive
Officer from July 1, 1980 through 1991.  The Consultant also serves as
a director of the Company.

          B.   The Consultant has proposed to resign as an officer and
employee of the Company and the Board of Directors of the Company has
authorized the acceptance of such resignation.

          C.   The Company desires to continue to consult with and
receive advice from the Consultant and to have the Consultant's
agreement not to compete with the Company.  The Consultant has agreed
to provide such consulting services to the Company, subject to and
upon the terms and conditions set forth in this Agreement, and has
agreed not to compte with the Company during the term of this
Agreement.  The Company and the Consultant have also agreed that this
Agreement shall supersede and replace the Employment Agreement dated
November 12, 1991 (the "Employment Agreement") under which the
Consultant is currently employed by the Company.

          D.   The Consultant currently holds options to purchase up
to 251,666 shares of the Common Stock of the Company and, as of the
date hereof, such options are exercisable as to 163,889 of such
shares.

          It is therefore agreed as follows:

          1.   Effective Date.  The Consultant hereby resigns all
               --------------
positions which he holds as an officer and employee of the Company and
terminates his employment by the Company effective at the end of
business December 31, 1994 (the "Effective Date").  On the Effective
Date, this Agreement shall become effective and shall supersede the
Employment Agreement, which shall thereafter be deemed terminated for
all purposes.

          2.   Consultation by the Consultant.  The Consultant shall
               ------------------------------
not be obligated to provide services to the Company as an 
<PAGE>
employee after the Effective Date, except that he shall be reasonably
available during the period beginning on the Effective Date and ending
on July 1, 1999 (the "Consulting Period") for general consultation on
matters of Company business and policy.  The Consultant agrees to
provide up to 10 hours of consultation per month under this Agreement,
subject to his other commitments, including vacations and travel.  In
addition, the Consultant shall be reasonably available from time to
time during the Consulting Period to perform specific consultation
assignments.  Such specific assignments, including the scope thereof
and appropriate additional compensation therefor, shall be subject to
negotiation in each instance with the Chairman of the Board or other
appropriate officer of the Company.  Consultation services hereunder
may be provided in person or by telephone or in writing, shall be
provided by the Consultant at times and under circumstances which will
not unreasonably conflict with other activities of the Consultant, and
shall not require substantial time commitments by the Consultant in
excess of 10 hours per month except upon his agreement.

          3.   Base Consulting Fee.  The Consultant shall be paid the
               -------------------
sum of up to $342,867 (the "Base Fee") in consideration of the
services to be provided by the Consultant hereunder and the agreements
of the Consultant set forth herein not to compete with the Company, in
accordance with the following schedule of installments:

               January 1, 1995          $  7,500
               July 1, 1995               37,263
               January 1, 1996            37,263
               July 1, 1996               37,263
               January 1, 1997            37,263
               July 1, 1997               37,263
               January 1, 1998            37,263
               July 1, 1998               37,263
               January 1, 1999            37,263
               July 1, 1999               37,263
               ---------------          --------
                 TOTAL                  $342,867

The Base Fee shall be paid, irrespective of the number of hours
actually spent by the Consultant in providing services hereunder,
provided however, that the Company's obligation to pay the Base Fee
shall terminate upon the death of the Consultant or the payment of the
last installment hereunder, whichever first occurs.

          4.   Stock Options.  The Consultant shall be granted an
               -------------
 option to purchase Two Hundred Thousand (200,000) shares of the
Common Stock of the Company at the closing price on the Nasdaq
National Market on December 30, 1994.  The terms of the option will be
set forth in an option agreement in the form attached hereto as
Exhibit A.  Concurrently with such option grant, the Consultant shall
- - - ---------
surrender all outstanding options to purchase shares of the Company's
Common Stock granted to him prior to the 

                                  -2-<PAGE>
date hereof, whether granted under the Company's Employee Stock Option
Plan, or outside of said Plan, and whether such options are presently
exercisable or not.  The Consultant shall surrender to the Company all
agreements evidencing such options, and the parties hereby agree that
all such options shall be null and void after December 31, 1994.

          5.   Health Benefits.  The Consultant may, at his election,
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continue to be covered by the group health insurance provided for
Company employees (the "Group Plan"), at the Consultant's expense, so
long as such coverage is permitted under the Company's health
insurance policies, including any coverage to which he is entitled
under federal or state law following termination of his employment. 
The time period that the Consultant continues to participate in the
Group Plan after the Effective Date will be applied against the
Consultant's eligibility period for continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985.

          6.   Covenant Not to Compete.  In further consideration of
               -----------------------
the payment by the Company provided for herein, the Consultant shall
not, anywhere in the world, engage in any activity directly related to
the air medical services business during the Consulting Period.

          7.   Trade Secrets and Confidential Information.  During the
               ------------------------------------------
Consulting Period, the Consultant shall not, directly or indirectly,
use, disseminate, or disclose for any purpose other than at the
specific written request of the Company, any of the Company's
confidential information or trade secrets, unless such disclosure is
compelled in a judicial proceeding.  All documents, records,
notebooks, and similar repositories of records containing information
relating to any trade secret or confidential information now in the
Consultant's possession or control, whether prepared by him or by
others, shall be left with the Company or returned to the Company upon
its request.

          8.   Injunctive Relief.  Consultant agrees that any
               -----------------
violation by him of the agreements contained in Sections 6 and 7 are
likely to cause irreparable damage to the Company, and therefore
agrees that if there is a breach or threatened breach by Consultant of
the provisions of said sections, the Company shall be entitled to an
injunction restraining Consultant from such breach.  Nothing herein
shall be construed as prohibiting the Company from pursuing any other
remedies for such breach or threatened breach.

          9.   General Release.  Except as otherwise expressly stated
               ---------------
in this Agreement, including this Section 9, the parties, for
themselves and their heirs, successors, subrogees, executors, agents,
officers, employees, directors, administrators and assigns, do hereby
voluntarily and knowingly release and discharge each other, and their
respective heirs, successors, subrogees, assigns, agents, employees,
stockholders, officers, 

                                  -3-<PAGE>
and directors from any and all claims, liabilities, demands, rights,
damages, costs, attorneys' fees (including, without limitation, any
claim of entitlement for attorneys' fees under any contract, statute
or rule of law allowing the prevailing party or plaintiff to recover
attorneys' fees), expenses, and controversies of every kind and
description, without limitation, which either party has or may have
under the common law and/or any federal, state or local laws,
regulations or requirements, by reason of or arising out of
Consultant's employment by the Company and all other matters which now
or in the future could be raised between them.  It is understood and
agreed by the parties that these releases apply to claims of every
nature and kind, known or unknown, suspected or unsuspected.  The
parties acknowledge that they may discover facts different from or in
addition to those which they now know to be or believe to be true with
respect to the Agreement and the facts which underlie it, and agree
that this Agreement and the Releases contained in it shall be and
remain effective in all respects, notwithstanding such different or
additional facts or their discovery.  This general release includes,
by way of example and not limitation, all claims under the Civil
Rights Act of 1964 as amended, The Employee Retirement Income Security
Act of 1974 as amended, the Age Discrimination in Employment Act as
amended, The Older Workers' Benefit Protection Act as amended, The
Americans with Disabilities Act as amended, and all other state and
federal statutes and regulations.

          10.  Officer Indemnification.  The Company agrees that the
               -----------------------
Consultant shall continue to be entitled to indemnification by the
Company against liabilities arising out of claims based upon action
taken or omitted by the Consultant in his capacity as an officer of
the Company or while serving as such or by reason of the fact that he
was an officer of the Company, to the full extent permitted under
Section 145 of the Delaware General Corporation Law or under the
Certificate of Incorporation or Bylaws of the Company, or resolutions
adopted by its Board of Directors.

          11.  Representations of the Consultant.  The Consultant
               ---------------------------------
represents and warrants as follows:

               (a)  He has read this Agreement and agrees to the
conditions and obligations set forth in it and has been advised by the
Company to consult with legal counsel regarding this Agreement;

               (b)  He has voluntarily executed this Agreement after
having had full opportunity to consult with counsel and without being
pressured or influenced by any statement or representation of any
person acting on behalf of the Company, including the attorneys,
officers, directors and employees of the Company;

                                  -4-<PAGE>
               (c)  He has had at least twenty-one days to consider
all the material terms of this Agreement, including the mutual
releases.

               (d)  He has been informed and understands that (1) to
the extent that this Agreement waives or releases any claim he might
have under the Age Discrimination in Employment Act, 29 U.S.C.
Section 621 et seq., he may rescind his waiver and release within
            -- ----
seven calendar days of the execution of this Agreement and (2) any
such rescission must be in writing, and delivered to the Company or,
if sent by mail, post marked within the seventh (7) day period sent by
certified mail, return receipt request and addressed as follows:

               Chairman of the Board
               Air Methods Corporation
               7301 South Peoria
               Englewood, Colorado  80112

               (e)  He has full and complete legal capacity to enter
into this Agreement.

               (f)  He is not aware of any legal proceedings currently
pending or threatened in writing (except for writings known to
directors of the Company) against the Company arising from matters
herein released.

          12.  Irrevocability and Amendment.  The obligations of the
               ----------------------------
Company and the Consultant hereunder are irrevocable.  This Agreement
may be amended or terminated only pursuant to a written agreement
executed by both the Consultant and the Company.

          13.  Successors and Assigns.  This Agreement and all rights
               ----------------------
and obligations of the parties hereunder, and the releases contained
herein, shall bind and inure to the benefit of the heirs, agents,
employees, stockholders, partners, officers, directors, parents,
subsidiaries, subrogees, affiliates, representatives, successors
(including, in the case of the Company, any successor to the business
of the Company, whether by merger, consolidation, acquisition of
assets or any other transaction) and assigns of the Parties.

          14.  Nonassignability.  This Agreement and the rights,
               ----------------
interest and obligations thereunder may not be assigned or delegated
by the Parties.

          15.  Entire Agreement.  This Agreement is the entire
               ----------------
agreement between the Parties and no representations, warranties or
other statements or promises have been made by either party to the
other in connection with this Agreement.

          16.  Severability.  If any provision of this Agreement is
               ------------
held to be illegal, invalid or unenforceable, such

                                  -5-<PAGE>
provision(s) shall be fully severable.  In lieu thereof, there shall
be added a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible, and be legal, valid and
enforceable.

          17.  Applicable Law.  This Agreement shall be interpreted
               --------------
and construed in accordance with the laws of the state of Colorado.

          18.  Enforcement Expenses.  In any action for breach or
               --------------------
enforcement of the terms of this Agreement, the prevailing party shall
be entitled to all costs of enforcement including, without limitation,
his/its attorneys' fees and costs.

          IN WITNESS WHEREOF, the Consultant and the Company have
caused this Consulting and Non-Competition Agreement to be executed
and delivered this 30th day of November, 1994.


                              __________________________________
                              Roy L. Morgan


                              AIR METHODS CORPORATION


                              By:_______________________________
                                 Chairman of the Board


                                  -6-
