

______________________________________________________________________


                       STOCK PURCHASE AGREEMENT


                              DATED AS OF

                          September ___, 1994


                                BETWEEN

                        AIR METHODS CORPORATION
                              ("SELLER")

                                  AND

                   CENTENNIAL EXPRESS AIRLINES, INC.
                             ("PURCHASER")
                              
______________________________________________________________________

<PAGE>
                           Table of Contents
                           -----------------
                                                                  Page
                                                                  ----

1.   SALE OF THE SHARES. . . . . . . . . . . . . . . . . . . . . .   1
     1.1    Sale of Shares . . . . . . . . . . . . . . . . . . . .   1
     1.2    Consideration for the Shares . . . . . . . . . . . . .   1

2.   CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     2.1    Closing Date . . . . . . . . . . . . . . . . . . . . .   1
     2.2    Seller's Deliveries at Closing . . . . . . . . . . . .   2
     2.3    Certificate of Seller and Purchaser. . . . . . . . . .   2

3.   REPRESENTATIONS AND WARRANTIES OF SELLER. . . . . . . . . . .   2
     3.1    Authority. . . . . . . . . . . . . . . . . . . . . . .   2
     3.2    Title to Shares. . . . . . . . . . . . . . . . . . . .   2
     3.3    No Brokers . . . . . . . . . . . . . . . . . . . . . .   3

4.   DISCLAIMER OF REPRESENTATIONS AND WARRANTIES ABOUT GOLDEN
     EAGLE . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     4.1    Organization, Good Standing and Qualification. . . . .   3
     4.2    Books and Records. . . . . . . . . . . . . . . . . . .   3
     4.3    Liabilities. . . . . . . . . . . . . . . . . . . . . .   3
     4.4    FAA Certificate. . . . . . . . . . . . . . . . . . . .   4

5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . . . . . .   4
     5.1    Organization, Good Standing and Corporate Authority. .   4
     5.2    No Brokers . . . . . . . . . . . . . . . . . . . . . .   4

6.   REPRESENTATIONS AND WARRANTIES - GENERAL. . . . . . . . . . .   4
     6.1    Survival of Representations and Warranties . . . . . .   4

7.   COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     7.1    Pre-Closing Covenants. . . . . . . . . . . . . . . . .   5
     7.2    Payment of Expenses. . . . . . . . . . . . . . . . . .   5

8.   CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . .   5
     8.1    Conditions Precedent to Purchaser's Obligation to
            Close. . . . . . . . . . . . . . . . . . . . . . . . .   5
     8.2    Conditions Precedent to Seller's Obligation to Close .   7

9.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .   7
     9.1    Termination of Agreement . . . . . . . . . . . . . . .   7
     9.2    Waivers. . . . . . . . . . . . . . . . . . . . . . . .   8
     9.3    Notices. . . . . . . . . . . . . . . . . . . . . . . .   9
     9.4    Entire Agreement; Modification . . . . . . . . . . . .   9
     9.5    Non-Assignability; Third Party Beneficiaries . . . . .   9
     9.6    Binding Effect . . . . . . . . . . . . . . . . . . . .   9
     9.7    Section Headings . . . . . . . . . . . . . . . . . . .   9
     9.8    Governing Law. . . . . . . . . . . . . . . . . . . . .   9
     9.9    Further Assurances . . . . . . . . . . . . . . . . . .  10
     9.10   Severability . . . . . . . . . . . . . . . . . . . . .  10
     9.11   Counterparts . . . . . . . . . . . . . . . . . . . . .  10

                                  -i-<PAGE>
                       STOCK PURCHASE AGREEMENT


          THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered
into as of the ______ day of September 1994, by and between Air
Methods Corporation, a Delaware corporation ("Seller"), and Centennial
Express Airlines, Inc. ("Purchaser").


                               RECITALS

          A.  Seller owns all the shares of issued and outstanding
common stock (the "Shares") of Golden Eagle Charters, Inc., a Colorado
corporation, doing business as Golden Eagle Aviation, Inc. ("Golden
Eagle").

          B.  Seller desires to sell, and Purchaser desires to
purchase, the Shares on the terms and conditions set forth herein.


                               AGREEMENT

          NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, the parties hereto,
intending legally to be bound hereby, agree as follows:

1.        SALE OF THE SHARES

          1.1  Sale of Shares.  On the terms and subject to the
               --------------
conditions set forth in this Agreement, on the Closing Date (as
defined below) Seller shall sell the Shares to Purchaser and shall
deliver to Purchaser all certificates representing the Shares endorsed
in blank or accompanied by stock powers executed in blank.

          1.2  Consideration for the Shares.  On the terms and
               ----------------------------
subject to the conditions of this Agreement, on the Closing Date
Purchaser shall pay to Seller in cash, certified check, bank check or
by wire transfer, as the aggregate consideration for the Shares,
$10,000 (the "Purchase Price") .

2.        CLOSING

          2.1  Closing Date.  Consummation of the sale and purchase
               ------------
of the Shares (the "Closing") shall take place at the offices of
Davis, Graham& Stubbs, 370 17th Street, Suite 4700, Denver, Colorado
80202, at 10:00 a.m., Mountain Time, on September ___, 1994, or on
such other date as the parties may mutually agree in writing.  The
actual date and time of the Closing is herein called the "Closing
Date."

<PAGE>
          2.2  Seller's Deliveries at Closing.  Seller shall deliver
               ------------------------------
to Purchaser at Closing, the following documents: Seller's contract
for sale; all books, records, corporate documents, trade name
certificates, check books, and accounting records; all documents
relating to Golden Eagle's Part 135 Air Carrier Certificate from the
Federal Aviation Administration ("FAA"); all applicable FAA approved
operation specifications; all applicable FAA approved operations and
training manuals; all applicable FAA approved maintenance manuals; all
reference material and library material referenced in any FAA approved
manual; all records as required by FAR Part 135.63 regarding pilot
training and experience, passenger manifests, etc.; international
airman's information manuals; all international operations
certificates and certificates of authorization; a list of all current
employees of Golden Eagle; insurance policies; stock certificates;
asset lists; accounting records; customer lists; and, all documents
relating to Golden Eagle's ownership of the airplane described in
paragraph 4.4, including but not limited to logbooks, maintenance
records, and operations manuals.

          2.3  Certificate of Seller and Purchaser.  At the closing
               -----------------------------------
Seller and Purchaser shall execute certificates in conformance with
the certificate attached hereto as Exhibit 2.3 that the
representations contained in this agreement are true.

3.        REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller hereby represents and warrants to Purchaser as
follows:

          3.1  Authority.  (i) Seller is a corporation duly
               ---------
organized, validly existing and in good standing under the laws of the
State of Delaware; (ii) Seller has full authority to execute and
deliver this Agreement and to perform its obligations hereunder; and
(iii) this Agreement constitutes a valid and binding obligation of
Seller, enforceable in accordance with its terms.

          3.2  Title to Shares.  (i) Seller is the lawful owner and
               ---------------
the holder of record of the Shares; (ii) delivery to Purchaser of
certificates representing the Shares pursuant to the provisions of
this Agreement will transfer to Purchaser valid title thereto;
(iii) the Shares to be delivered to Purchaser on the Closing Date
pursuant to the terms and conditions hereof have not been pledged as
collateral security for any obligations of Seller, and are free and
clear of all liens, restrictions, charges, encumbrances, mortgages,
security interests and claims of any kind securing obligations of
Seller; and (iv) Seller has no legal obligation, absolute or
contingent, to any other person or firm to sell the Shares, to effect
any merger, consolidation or other reorganization of Golden Eagle or
to enter into any agreement which would affect Seller's title or right
to deliver the Shares on the Closing Date.

                                  -2-<PAGE>
          3.3  No Brokers.  Seller has not entered into any
               ----------
agreement, arrangement or understanding with any person or firm which
will result in any obligation of Purchaser or Golden Eagle to pay any
finder's fee, brokerage commission or similar payment in connection
with the transactions contemplated hereby.

4.        DISCLAIMER OF REPRESENTATIONS AND WARRANTIES ABOUT GOLDEN
          EAGLE

          Seller acquired the Shares from the previous owners of the
Shares on September 10, 1993 and the Seller therefore has limited
knowledge of events occurring prior to that date and is unwilling to
represent or warrant to the Purchaser the status of Golden Eagle
except in limited respects.  The Seller disclaims any representations
or warranties about Golden Eagle except as specifically set forth in
Section 3 and in this Section 4.  Seller represents and warrants to
the Purchaser as follows:

          4.1  Organization, Good Standing and Qualification. 
               ---------------------------------------------
Golden Eagle is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado, has all
requisite power to own, lease and operate all of its properties and
assets and to carry on its business as it is now being conducted.  The
copies of the Articles of Incorporation and the Bylaws of Golden
Eagle, both as amended to date, which have been delivered to Purchaser
prior to the date hereof, are true, complete and correct.

          4.2  Books and Records.  To the knowledge of Seller,
               -----------------
except as disclosed on Schedule 4.2, all books of account, minute
books, stock certificate books, stock transfer ledgers and other
corporate records of, and records maintained pursuant to the
requirements of governmental authorities by, Golden Eagle are complete
and correctly and accurately present and reflect in all material
respects all assets of Golden Eagle, all the transactions entered into
by Golden Eagle or to which Golden Eagle is a party or any other
matter which should be set forth in such books and records.

          4.3  Liabilities.  To the knowledge of Seller, there are
               -----------
no outstanding liabilities, claims, potential claims, unliened claims,
lawsuits, settlement agreements, tax deficiencies, unpaid fees, or
other obligations of Golden Eagle ("liabilities") that have arisen
since September 10, 1993 that do not appear in the books and records
of Golden Eagle as disclosed to Purchaser.  Seller further confirms
representations and warranties made to Seller by Marlis E. Smith,
Inc., Smith Aviation, Inc., and Marlis E. Smith (the "Prior
Shareholders") in that certain Stock Purchase Agreement dated
September 10, 1993, under which Seller acquired the Shares from the
Prior Shareholders.  However, Seller shall have no liability
respecting representations concerning any events occurring prior to
September 10, 1993, including any liability arising out of a Notice of
Deficiency dated March 16, 1994 (the "Tax Notice") 

                                  -3-<PAGE>
issued by the Colorado Department of Revenue asserting certain tax
deficiencies against Golden Eagle, all arising out of events occurring
prior to September 10, 1993.  Purchaser and Seller agree that Seller
will, at Purchaser's request and legal expense, undertake any and all
actions, including but not limited to making demands for payment from
or filing suit against the Prior Shareholders to recover damages for
breaches of representations and warranties made by the Prior
Shareholders for matters arising prior to September 10, 1993. 
Purchaser shall have the right to choose legal counsel for any
collection efforts made against the Prior Shareholders pursuant to
this provision.  Seller agrees to cooperate fully with any collection
efforts made pursuant to this provision.  Seller shall have the right
to review, at its expense, any demand letters, complaints, or other
pleadings prepared on Seller's behalf pursuant to this provision.

          4.4  FAA Certificate.  As of the Closing Date Golden Eagle
               ---------------
shall have a valid Part 135 Certificate of Operation from the Federal
Aviation Administration.  As of the Closing Date Seller shall have no
knowledge of any reason why the Part 135 Certificate of Operation may
not or will not remain in full force and effect.

5.        REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser hereby represents and warrants to Seller as
follows:

          5.1  Organization, Good Standing and Corporate Authority. 
               ---------------------------------------------------
Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado.  Purchaser has
the full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; the execution,
delivery and performance of this Agreement by Purchaser and the
consummation of the transactions contemplated hereby have been duly
authorized by all requisite corporate action of Purchaser; and this
Agreement constitutes a valid and binding obligation of Purchaser,
enforceable in accordance with its terms.

          5.2  No Brokers.  Purchaser has not entered into any
               ----------
agreement, arrangement or understanding with any person or firm which
will result in any obligation of Seller to pay any finder's fee,
brokerage commission or similar payment in connection with the
transactions contemplated hereby.

6.        REPRESENTATIONS AND WARRANTIES - GENERAL

          6.1  Survival of Representations and Warranties.  All
               ------------------------------------------
statements contained in any certificate or instrument delivered by or
on behalf of any party at the Closing pursuant to this Agreement or in
connection with the transactions contemplated hereby shall be deemed
to be representations and warranties of that party hereunder.  All
representations and warranties of any 

                                  -4-<PAGE>
party contained in this Agreement (or deemed to have been made
hereunder) shall survive the Closing Date notwithstanding any
investigation at any time made by or on behalf of the other party. 
Notwithstanding the foregoing, the parties' representations and
warranties contained in this Agreement shall terminate twelve (12)
months after the Closing Date.

7.        COVENANTS

          7.1  Pre-Closing Covenants.
               ---------------------

               (a)  Access to and Information Concerning Properties
                    -----------------------------------------------
and Records, Etc.  Seller shall give Purchaser and Purchaser's
- - - -----------------
counsel, accountants, engineers and other advisors, agents,
consultants and representatives, full access, during normal business
hours throughout the period prior to the Closing Date, to all of the
properties, books, contracts, commitments, records and responsible
employees of Golden Eagle, and will promptly furnish to Purchaser
during such period all such information concerning Golden Eagle as
Purchaser reasonably may request.

               (b)  No-Shop Clause.  From the date hereof until the
                    --------------
Closing Date, Seller will not enter into or conduct negotiations with
parties other than Purchaser with respect to the sale of the Shares or
the assets of Golden Eagle, or any other form of business combination
transaction involving Golden Eagle or the Shares.

          7.2  Payment of Expenses.  Each of the parties shall pay
               -------------------
its own fees and expenses incident to the negotiation and execution of
this Agreement and the consummation of the transactions contemplated
hereby including, but not limited to, counsel and accountant's fees.

8.        CONDITIONS PRECEDENT TO CLOSING

          8.1  Conditions Precedent to Purchaser's Obligation to
               -------------------------------------------------
Close.  The obligation of Purchaser under this Agreement to proceed
- - - -----
with the Closing on the Closing Date shall at all times be subject to
the following conditions precedent, any of which may be waived by
Purchaser in writing:

               (a)  Accuracy of Representations and Warranties.  The
                    ------------------------------------------
representations and warranties of Seller contained herein shall be
true and correct in all material respects on and as of the Closing
Date with the same effect as if made on and as of such date.

               (b)  Performance of Agreements.  Seller shall have
                    -------------------------
performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed
or complied with by it at or prior to the Closing Date, 

                                  -5-<PAGE>
including the delivery of certificates evidencing the Shares, properly
endorsed with signatures guaranteed.

               (c)  Seller's Certificate.  Seller shall have
                    --------------------
furnished Purchaser with a certificate, dated the Closing Date, signed
by the chief executive officer of Seller, stating that the
representations and warranties contained in Section 3 are true and
correct on the Closing Date in all material respects as if then made,
and that Seller has fulfilled the conditions specified in
Sections 8.1(a) and (b) above.

               (d)  No Litigation.  No litigation shall have been
                    -------------
instituted before any court or governmental body, or instituted by any
governmental agency, to restrain or prevent the carrying out of the
transactions contemplated by this Agreement or which might affect
Purchaser's right to own, operate and control the assets, properties
and business of Golden Eagle on or after the Closing Date.

               (e)  Regulatory Approvals; Other Approvals and
                    -----------------------------------------
Consents.  All regulatory approvals of any governmental agency
- - - --------
required for the transactions contemplated hereby shall have been
obtained.  Golden Eagle also shall have obtained all other requisite
approvals and consents pursuant to contracts or permits relative to
the transactions contemplated by this Agreement, including, but not
limited to, obtaining all necessary approvals from the FAA and DOT.

               (f)  Payment and Satisfaction of Intercompany Debt. 
                    ---------------------------------------------
The 1977 Beechcraft King Air E90 aircraft, serial number LW235,
registration number N776DC (the "King Air"), owned by Golden Eagle,
shall have been transferred to Seller in partial satisfaction of
Golden Eagle's intercompany debt to the Seller and Seller shall have
contributed to Golden Eagle an amount equal to the intercompany debt
attributable to the King Air to discharge such debt. 

               (g)  Agreement to Convey Hangar.  Golden Eagle and
                    --------------------------
Seller shall have executed an agreement (the "Agreement to Convey"),
substantially in the form of Exhibit __ hereto, pursuant to which
Golden Eagle shall convey to Seller the hangar at Centennial Airport
that is owned by Golden Eagle (the "Hangar"), and Purchaser, as the
owner of Golden Eagle from and after the date hereof agrees to cause
Golden Eagle to take such further actions and execute and deliver such
other documents as may be necessary to effectuate the transactions
contemplated in the Agreement to Convey.  The conveyance of the Hangar
to Seller is in partial satisfaction of Golden Eagle's intercompany
debt to the Seller and Seller shall have contributed to Golden Eagle
an amount equal to the intercompany debt attributable to the Hangar to
discharge such debt.  Seller shall make a capital contribution to
Golden Eagle equal to the amount of intercompany debt, if any,
remaining after the transfer of the King Air and the Hangar to Seller. 
Seller shall indemnify and hold harmless Purchaser and 

                                  -6-<PAGE>
Golden Eagle from any costs or expenses, including taxes, incurred by
Purchaser or Golden Eagle as a result of the conveyance of the Hangar
to Seller.

               (h)  Agreement for Purchase of Aircraft.  Purchaser
                    ----------------------------------
and Seller shall have entered into an Agreement, substantially in the
form of Exhibit __ hereto providing for the sale by Seller to
Purchaser of the Beechcraft King Air E90 aircraft, serial number
LW235, registration number N776DC, and Purchaser shall have paid to
Seller the deposit provided for in said Agreement.

          8.2  Conditions Precedent to Seller's Obligation to Close.
               ----------------------------------------------------
The obligation of Seller under this Agreement to proceed with the
Closing on the Closing Date shall at all times be subject to the
following conditions precedent, any of which may be waived by Seller
in writing:

               (a)  Accuracy of Representations and Warranties.  The
                    ------------------------------------------
representations and warranties of Purchaser contained herein shall be
true and correct in all material respects on and as of the Closing
Date with the same effect as if made on and as of such date.

               (b)  Performance of Agreements.  Purchaser shall have
                    -------------------------
performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed
or complied with by it at or prior to the Closing Date.

               (c)  Purchaser's Certificate.  Purchaser shall have
                    -----------------------
furnished Seller with a certificate, dated the Closing Date, stating
that the representations and warranties contained in Section 5 are
true and correct on the Closing Date in all material respects as if
then made, and that Purchaser has fulfilled the conditions specified
in Sections 8.2(a) and (b) above.

               (d)  Agreement for Sale of Aircraft.  Purchaser and
                    ------------------------------
Seller shall have entered into an Agreement, substantially in the form
of Exhibit __ hereto providing for the sale by Seller to Purchaser of
the Beechcraft King Air E90 aircraft, serial number LW235,
registration number N776DC, and Purchaser shall have paid to Seller
the deposit provided for in said Agreement.


9.        MISCELLANEOUS

          9.1  Termination of Agreement.  This Agreement may be
               ------------------------
terminated at any time on or prior to the Closing Date:

               (a)  by mutual written consent of Purchaser and Seller;



                                  -7-<PAGE>
               (b)  by Purchaser, if there has been a material breach
by Seller of any of its representations, warranties or covenants set
forth herein, or a failure of any condition to which the obligations
of Purchaser are subject;

               (c)  by Seller, if there has been a material breach by
Purchaser of any of its representations, warranties or covenants set
forth herein, or a failure of any condition to which the obligations
of Seller are subject; or

               (d)  at midnight on September 15, 1994 if the Closing
shall not have occurred on or before that date, unless the parties
otherwise agree.

               (e)  Upon notice by Purchaser to Seller that any one or
more of the representations of Seller in Section 4 are not true or
that any of the various inspections by Purchaser as allowed by this
agreement have revealed a condition which is unsatisfactory to
Purchaser.  However, Seller shall have 7 days to cure the subject of
the notice to the satisfaction of Purchaser.  Should the 7 day cure
period terminate at a date beyond the Closing Date or the contract
termination date of September 15, 1994, the Closing Date and/or
contract termination date shall be extended to and including the 7th
day of the cure period, or the first business day after the cure
period if the end of the cure period falls on a weekend or holiday.

In the event of the termination of this Agreement pursuant to
Section 9.1(a), this Agreement shall terminate without any liability
or further obligation of either party to the other.  Any termination
pursuant to Section 9.1(b), (c) or (d) shall not relieve either party
of any liability for any misrepresentation or breach of a
representation, warranty or covenant.  In the event of the termination
of this Agreement, all documents, records, notebooks and similar
repositories of records containing information relating to any trade
secrets or confidential information of any party which are then in the
possession or control of another party, whether prepared by such other
party or by others, shall be returned to the party which owns such
trade secrets or confidential information, and no such information or
trade secrets shall be used, disseminated or disclosed by such other
party for any purpose whatsoever.

          9.2  Waivers.  Any party may by written notice to the
               -------
other (a) extend the time for the performance of any of the
obligations or other actions of the other; (b) waive any inaccuracies
in the representations and warranties of the other contained in this
Agreement or in any document delivered pursuant to this Agreement; (c)
waive compliance with any of the covenants of the other contained in
this Agreement; or (d) waive performance of any of the obligations of
the other.  No action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action
of 

                                  -8-<PAGE>
compliance with any representations, warranties, covenants or
agreements contained herein.  The waiver by any party hereto of the
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.

          9.3  Notices.  Any notice, request or other communication
               -------
required or allowed under this Agreement shall be in writing and shall
be deemed given (a) upon personal delivery, (b) on report of
successful transmission by facsimile machine, (c) on the first
business day after delivery to a courier service which guarantees next
business-day delivery, under circumstances in which such guaranty is
applicable, or (d) on the earlier of delivery or three business days
after mailing by United States certified mail, postage and fees
prepaid, to the appropriate party at the address set forth below or to
such other address as the party so notifies the other in writing.

               (a)  If to Seller:  7301 South Peoria, Englewood,
Colorado 80112, Attn:  George Belsey (Phone:  303-790-0587, Fax: 
303-790-4780); with a copy to Lester R. Woodward, Esq., Davis,
Graham & Stubbs, 370 Seventeenth Street, Suite 4700, Denver, Colorado
80202 (Phone:  303-892-7392, Fax: 303-892-7400).

               (b)  If to Purchaser:  Centennial Express Airlines,
Inc., ____________________________________; with a copy to Mark A.
Pottinger, Esq., Bench, Pottinger & Van Nest, 1433 Seventeenth Street,
Suite 7, Denver, Colorado 80202 (Phone: 303-293-8507, Fax: 303-293-
8244)

          9.4  Entire Agreement; Modification.  This Agreement
               ------------------------------
constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof.  No
modification of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

          9.5  Non-Assignability; Third Party Beneficiaries.  This
               --------------------------------------------
Agreement shall be assignable by any party hereto only with the prior
written consent of the other party.  This Agreement shall not benefit
or create any right or cause of action in or on behalf of any person
other than the parties.

          9.6  Binding Effect.  This Agreement shall inure to the
               --------------
benefit of and be binding upon the parties hereto and their respective
successors, heirs, legal representatives and permitted assigns.

          9.7  Section Headings.  The Section headings contained in
               ----------------
this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

          9.8  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
               -------------
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE 

                                  -9-<PAGE>
STATE OF COLORADO WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAWS THAT WOULD OTHERWISE PROVIDE FOR THE APPLICATION OF THE
SUBSTANTIVE LAWS OF ANOTHER JURISDICTION.

          9.9  Further Assurances.  Both before and after the
               ------------------
Closing, the parties agree to cooperate with each other in
effectuating this Agreement and to execute and deliver such further
documents or instruments and take such further actions as shall
reasonably be requested in connection therewith.

          9.10 Severability.  If any provision in this Agreement
               ------------
shall for any reason be determined to be invalid or unenforceable, the
remaining provisions of this Agreement shall nevertheless continue to
be valid and enforceable as though the invalid or unenforceable
provision had not been a part hereof.

          9.11 Counterparts.  This Agreement may be executed in any
               ------------
number of counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the
same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

                              PURCHASER:

                              CENTENNIAL EXPRESS AIRLINES, INC.



                              By:
                                 -------------------------------------
                              Name and Title:



                              SELLER:

                              AIR METHODS CORPORATION



                              By:
                                 -------------------------------------
                                 George Belsey, Chairman of the
                                 the Board and Chief Executive
                                 Officer

                                 -10-

