AMENDMENT TO
AMENDED STOCK PURCHASE AND SALE AGREEMENT
Reference is made to that certain Amended Stock Purchase and Sale
Agreement dated April 8, 1997 (the "Stock Purchase Agreement"), by and among
Proflight Medical Response, Inc., a Colorado corporation (the "Purchaser"), Air
Response South, Inc., a Florida corporation (the "Company"), and Xx. Xxxxx X.
Xxxxxx, Xx., having an address at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx
00000 (the "Shareholder").
In connection with the Purchaser's initial public offering which is
pending as of the date hereof, the parties hereby agree to amend the Stock
Purchase Agreement as follows:
Article II. Section 2.1 is hereby amended by changing the amount
of $2,000,000, representing the amount of cash payable to the
Shareholder by the Purchaser as payment for the shares of the Company,
to $800,000.
Article II, Section 2.2.1 is hereby amended to read as follows:
"The entire $800,000 shall be due and payable on the date of closing of
the IPO."
Article II, Section 2.2.2 is hereby deleted in its entirety.
Article IX, Section 9.1 is hereby amended by changing the date
of September 1, 1997 to February 16, 1998.
Exhibit 2.3 to the Stock Purchase Agreement is a Consulting and
Non Competition Agreement between the Purchaser and Xxxxx X. Xxxxxx, Xx.
(the "Consulting Agreement"). The Consulting Agreement is hereby amended
as follows:
Under Section 2, Term, delete the word "first" and replace it
with the word "second".
Under Section 4, Compensation, delete the words "Fifty Two
Thousand Dollars ($52,000)"
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and replace them with the words "One Hundred Thousand Dollars
($100,000).
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
amendment as of January 20, 1998.
AIR RESPONSE SOUTH, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
------------------------------
Xxxxx X. Xxxxxx, Xx.
President
/s/ Xxxxx X. Xxxxxx, Xx.
-----------------------------------
Xxxxx X. Xxxxxx, Xx.
PROFLIGHT MEDICAL RESPONSE, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President & CEO
