AIR METHODS CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>9
<FILENAME>doc8.txt
<TEXT>
                            SENIOR SUBORDINATED NOTE

  AIR METHODS CORPORATION, MERCY AIR SERVICE, INC., ARCH AIR MEDICAL SERVICE,
                      INC., ROCKY MOUNTAIN HOLDINGS, L.L.C.

            12.00% SENIOR SUBORDINATED TERM NOTE DUE OCTOBER 16, 2007

     No.  001                                                 October  16,  2002

     $22,262,879.00

          FOR  VALUE  RECEIVED,  the  undersigned,  AIR  METHODS  CORPORATION, a
corporation organized and existing under the laws of the State of Delaware ("AIR
METHODS"),  MERCY  AIR SERVICE, INC., a corporation organized and existing under
the laws of the State of California ("MERCY"), ARCH AIR MEDICAL SERVICE, INC., a
corporation  organized  and  existing  under  the  laws of the State of Missouri
("ARCH"),  and  ROCKY  MOUNTAIN  HOLDINGS,  L.L.C.,  a limited liability company
organized  and  existing  under  the  laws  of the State of Delaware ("RMH", and
together  with  Air  Methods,  Mercy,  Arch,  jointly  and  severally,  the
"CO-OBLIGORS")  hereby,  jointly  and  severally,  promise  to pay to PRUDENTIAL
CAPITAL  PARTNERS,  L.P.  or registered assigns, the principal sum of TWENTY TWO
MILLION  TWO  HUNDRED  SIXTY-TWO  THOUSAND  EIGHT  HUNDRED  SEVENTY-NINE DOLLARS
($22,262,879.00)  on October 16, 2007, with interest (computed on the basis of a
360-day year of twelve 30-day months) on (a) the unpaid balance of the principal
amount  at  the rate of 12.00% per annum from the date hereof, payable quarterly
on  each  January  16, April 16, July 16 and October 16, commencing with January
16,  2003, until the principal hereof shall have become due and payable, and (b)
following  the  occurrence and during the continuance of an Event of Default (as
defined  in the Agreement), payable quarterly as aforesaid (or, at the option of
the  registered holder hereof, on demand), at a rate per annum from time to time
equal  to  the  greater  of  (i)  14.00%  or (ii) 2.0% over the rate of interest
publicly announced by The Bank of New York from time to time in New York City as
its  prime  rate.

          Payments  of  principal  of,  interest  on  and  any Yield-Maintenance
Amount,  premium  or other prepayment consideration payable with respect to this
Note  are to be made at the main office of The Bank of New York in New York City
or  at  such other place as the holder hereof shall designate to Air Methods, on
behalf  of  each Co-Obligor, in writing, in lawful money of the United States of
America.

     This  Note  is one of the Notes (herein called the "NOTES") issued pursuant
to  a  Securities  Purchase Agreement, dated as of October 16, 2002 (as amended,
restated,  supplemented  or  otherwise  modified  from  time  to  time,  the
"AGREEMENT"),  between  the Co-Obligors, on the one hand, and Prudential Capital
Partners,  L.P.  and  Prudential  Capital  Partners  Management  Fund,


<PAGE>
L.P.,  on  the  other  hand,  and  is  entitled  to  the  benefits  thereof.

     This  Note  is  a  registered  Note and, as provided in the Agreement, upon
surrender  of  this  Note  for  registration  of  transfer,  duly  endorsed,  or
accompanied by a written instrument of transfer duly executed, by the registered
holder  hereof  or such holder's attorney duly authorized in writing, a new Note
for  a  like  principal amount will be issued to, and registered in the name of,
the  transferee.  Prior  to  due  presentment  for registration of transfer, the
Co-Obligors  may  treat  the person in whose name this Note is registered as the
owner  hereof  for  the purpose of receiving payment and for all other purposes,
and  the  Co-Obligors  shall  not  be  affected  by  any notice to the contrary.

     This  Note is subordinated to the Senior Debt (as defined in the Agreement)
as  and  to  the  extent  provided  in  the  Agreement.

     This  Note  is  to  be guaranteed by all future Subsidiaries of Air Methods
pursuant  to,  and  is  entitled to the benefits of, the Multiparty Guaranty (as
such  term  is  defined  in  the  Agreement).

     This  Note is subject to optional prepayment, in whole or from time to time
in  part,  on  the  terms  specified  in  the  Agreement.

     In  case  an Event of Default, as defined in the Agreement, shall occur and
be  continuing,  the  principal of this Note may be declared or otherwise become
due  and  payable  in  the manner and with the effect provided in the Agreement.

     This  Note  shall  be  construed  and  enforced in accordance with, and the
rights  of  the  parties shall be governed by, the internal laws of the State of
New York without giving effect to principles of conflicts of laws.

                    [Remainder of Page Intentionally Blank]


<PAGE>

                                           AIR  METHODS  CORPORATION

                                             By:  /s/  George Belsey
                                                --------------------------------

                                             Its:  CEO
                                                --------------------------------



                                           MERCY  AIR  SERVICE,  INC.

                                             By:  /s/  George Belsey
                                                --------------------------------

                                             Its:  CEO
                                                --------------------------------



                                           ARCH  AIR  MEDICAL  SERVICE,  INC.

                                             By:  /s/  George Belsey
                                                --------------------------------

                                             Its:  CEO
                                                --------------------------------



                                           ROCKY  MOUNTAIN  HOLDINGS,  L.L.C.

                                             By:  /s/  George Belsey
                                                --------------------------------

                                             Its:  CEO
                                                --------------------------------


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</TEXT>
</DOCUMENT>
