AMENDMENT TO
AMENDED AGREEMENT AND PLAN OF REORGANIZATION
Reference is made to that certain Amended Agreement and Plan of Reorganization
dated April 8, 1997 (the 'Reorganization Agreement'), by and among Proflight
Medical Response, Inc., a Colorado corporation (the 'Purchaser'), Air Response,
Inc., a New York corporation (the 'Company'), and Xx. Xxxxx X. Xxxxxx, Xx.,
having an address at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (the
'Shareholders').
In connection with the Purchaser's initial public offering, which is
pending as of the date hereof, the parties hereby agree to amend the
Reorganization Agreement as follows:
Article II, Section 2.1 is hereby amended by changing the amount of
$1,500,000, representing the dollar value of shares of common stock of the
Purchaser which the Shareholder is entitled to receive, to $2,225,000.
Article IX, Section 9.1 is hereby amended by changing the date of September
1, 1997 to February 16, 1998.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
amendment as of January 20, 1998.
AIR RESPONSE, INC.
By: XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Xx.
President
XXXXX X. XXXXXX, XX.
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Xxxxx X. Xxxxxx, Xx.
PROFLIGHT MEDICAL RESPONSE, INC.
By: XXXXX X. XXXXXXXXX
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Name: XXXXX X. XXXXXXXXX
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Title: President & CEO
