September 15, 1997 Mr. Kevin L. Burkhardt 20417 Sagewood Lane Parker, CO 80134 RE: EMPLOYMENT AGREEMENT, NON-COMPETITION AND CONFIDENTIALITY AGREEMENT Dear Mr. Burkhardt: Reference is made to that certain Employment Agreement, Non- Competition and...

                [Letterhead of Proflight Medical Response, Inc.]

                                                            September 15, 1997

Xx. Xxxxx X. Xxxxxxxxx
00000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000

        RE:    EMPLOYMENT AGREEMENT, NON-COMPETITION
               AND CONFIDENTIALITY AGREEMENT

Dear Xx. Xxxxxxxxx:

        Reference is made to that certain Employment Agreement, Non-Competition
and Confidentiality Agreement, dated as of March 31, 1997 (the "Employment
Agreement"), by and between Proflight Medical Response, Inc. (the "Company") and
Xx. Xxxxx Xxxxxxxxx (the "Employee"). In connection with the Company's initial
public offering, which is pending as of the date hereof, the Employee has agreed
to return to the Company, and the Company has agreed to retire 168,329 shares
(the "Shares") of the Company's Common Stock held by the Employee.

        In consideration for the Employee's agreement to return such Shares to
the Company, the Company has agreed to amend the Employment Agreement, and the
Employment Agreement is hereby amended, as follows:

        Section 4(b) is amended by adding thereto the following additional
paragraph:

                       Notwithstanding any other provision of this Agreement,
        if, at the end of either of the first two years commencing on the
        effective date of the Company's Registration Statement filed with the
        Securities and Exchange Commission in connection with the pending
        initial public offering, the Company achieves $1,000,000 in pretax
        profits, before depreciation and amortization, the Employee shall
        receive a stock bonus in the amount of __________ shares of the
        Company's Common Stock, provided, however, that the Company shall not
        issue such stock bonus to the Employee if it is determined, based upon
        the audited financial statements during the year in which it is to be
        granted, that the issuance of such a stock bonus would negatively affect
        the listing of the Company's Common Stock on the Nasdaq SmallCap Market.
        Such bonus shall be subject to vesting at a rate of 50% upon realization
        by the Company of the minimum $1,000,000 in pretax profits and 25% on
        each of the next two anniversaries thereof.











Xx. Xxxxx X. Xxxxxxxxx
September 15, 1997
Page 2

        Please acknowledge your agreement to the foregoing by signing your name
as indicated at the bottom hereof.

                                                Sincerely,
                                                PROFLIGHT MEDICAL RESPONSE, INC.

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

Xxxxxx and acknowledged:

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