Exhibit 10.1


                          SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT dated as of September 15, 2003 (the
"AGREEMENT") is made and entered into by and among Skyride Associates, LLC, a
Delaware Limited Liability Company ("PURCHASER"), and the security and debt
holders of the Company listed on Schedule 1.1 hereto (collectively the "SELLERS"
and each individually a "SELLER").

                              W I T N E S S E T H:

         WHEREAS, the Sellers own shares of Series A convertible participating
preferred stock, par value $.001 per share (the "SERIES A PREFERRED STOCK") ,
and warrants to purchase shares of common stock, par value $.001 per share (the
"WARRANTS") of Skyline Multimedia Entertainment, Inc., a New York corporation
(the "COMPANY"), in the amounts set forth on Schedule 1.1 hereto; and

         WHEREAS, the Sellers are lenders under a Senior Credit Agreement dated
as of December 20, 1996 entered by and among the Company, certain of its
Subsidiaries (as defined below) and the Sellers (or their predecessors), as
amended (the "SENIOR CREDIT AGREEMENT") and hold senior promissory notes issued
pursuant to the Senior Credit Agreement (the rights of the Sellers with respect
to loans made under the Senior Credit Agreement (as evidenced by the Senior
Credit Agreement and senior promissory notes issued pursuant thereto) are known
as the "SENIOR PROMISSORY NOTES") and are lenders under a Senior Secured Credit
Agreement dated as of May 20, 1998 entered by and among the Company, certain of
its Subsidiaries (as defined below) and the Sellers (or their predecessors), as
amended (the "SENIOR SECURED CREDIT AGREEMENT") and hold senior secured demand
promissory notes issued pursuant to the Senior Secured Credit Agreement (the
rights of the Sellers with respect to loans made under the Senior Secured Credit
Agreement (as evidenced by the Senior Credit Agreement and senior secured demand
promissory notes issued pursuant thereto) are known as the "SENIOR SECURED
DEMAND NOTES");

         WHEREAS, the Senior Secured Demand Notes, the Series A Preferred Stock,
the Senior Promissory Notes listed on Schedule 1.1 hereto and the obligation of
the Company listed on Item 3 of Schedule 1.1(b) hereto are known as the
"SECURITIES"; and

         WHEREAS, the Sellers desire to sell to the Purchaser and the Purchaser
desires to purchase from the Sellers all of the Securities and Warrants owned
and held by the Sellers, on the terms and subject to the conditions set forth
herein;

         NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements herein contained, the parties hereto agree as follows:

1.       SALE AND PURCHASE OF SECURITIES


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         1.1 SALE AND PURCHASE. Subject to the satisfaction of the terms and
conditions herein set forth, and in reliance upon the respective representations
and warranties of the parties set forth herein or in any document delivered
pursuant hereto, each of the Sellers severally and not jointly (on behalf of
itself and its Affiliates (as defined below)) hereby sells, assigns and
transfers to the Purchaser, free and clean of any liens, claims, charges,
security interests, restrictions or encumbrances of any kind ("LIENS"), and the
Purchaser hereby purchases from such Seller, at the Closing (as hereinafter
defined), all of the Securities, which Securities are set forth opposite each
such Seller's name on Schedule 1.1 hereto as well as the other rights referred
to in Section 1.2.

         1.2 ASSIGNMENT. Each Seller hereby assigns, transfers and sets over to
the Purchaser any and all of such Seller's claims, rights, causes of action,
title, and interest in, relating to, arising from, and that may be asserted in
connection with the obligations of the Company under such Seller's Securities
(in each case as set forth on Schedule 1.1 hereto), and, in the case of the
Series A Preferred Stock does hereby irrevocable constitute and appoint
_______________, as such Seller's attorney to transfer such shares of Series A
Preferred Stock on the books of the Company with full power of substitution in
the premises.

         Each Seller also hereby assigns, transfers and sets over to the
Purchaser any other securities (including the Warrants, common stock, options,
warrants or other similar rights to acquire securities of the Company or any
Subsidiary (as such term is defined in Section 2.3 of this Agreement)), and all
debts, obligations, claims or other rights of or against the Company or any
Subsidiary, owned and held by such Seller (or its Affiliates), including all of
such Seller's respective rights, title and interest in and to all instruments,
contracts, documents and agreements of any kind related to the Securities and
the Warrants.

         1.3 PURCHASE PRICE. The aggregate purchase price ("PURCHASE PRICE") for
(i) all of the Securities to be purchased by the Purchaser from the Sellers and
(ii) all other securities to be transferred by the Sellers to the Purchaser on
the Closing Date or thereafter (as described in Section 1.2), in each case
pursuant to this Agreement, shall be $6,000,000, with the amount to be paid to
each Seller set forth next to such Seller's name on Schedule 1.1 (each such
amount being referred to as a Seller's "SELLER PURCHASE PRICE").

         1.4 CLOSING. Subject to the provisions of this Agreement, the purchase
and sale of the Securities shall take place at the closing (the "CLOSING") at
the offices of Fischbein Badillo Wagner Harding on the date of this Agreement.
The date and time of such Closing are herein referred to as the "CLOSING DATE."
At the Closing, or in the case of (a), as soon thereafter as possible, (a) each
Seller shall deliver to the Purchaser the certificates or other documentation
representing the Securities owned and held by such Seller and (b) Purchaser
shall deliver to each Seller its Seller Purchase Price by certified check or
wire transfer of immediately available funds to an account designated by the
applicable Seller.

2.       REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each of the Sellers, severally and not jointly, represents and warrants
(only with respect to itself and the Securities it owns) to the Purchaser as
follows:


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         2.1 OWNERSHIP OF SECURITIES. Schedule 1.1 sets forth all of the
Securities held of record or beneficially owned by such Seller. Each Seller has
good and valid title to the Securities set forth opposite such Seller's name on
Schedule 1.1, free and clear of any Liens. Other than with respect to those
being transferred pursuant to this Agreement, no Seller is a party to any
option, warrant, right, contract, call, put or other agreement or commitment
providing for the disposition or acquisition of any security or any other
obligation of the Company or any Subsidiary. No Seller is a party to any voting
trust, proxy or other agreement or understanding with respect to the voting of
any capital stock of the Company. Upon consummation of the sale of the
Securities set forth opposite such Seller's name on Schedule 1.1 hereto, each
Seller will transfer to the Purchaser good and valid title to all of the
Securities owned by such Seller set forth opposite such Seller's name on
Schedule 1.1, free and clear of any and all Liens. The Sellers have not received
any payments from the Company in respect of the Securities.

         2.2 AUTHORIZATION; ENFORCEABILITY. Each Seller is duly organized and
validly existing and in good standing under the laws of its State of
incorporation. Each Seller has full right, capacity, power, and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereunder including, without limitation, the sale of the Securities
to the Purchaser. All requisite action of the part of each Seller for the
authorization, execution and delivery of this Agreement and the performance of
the obligations of Seller hereunder has been taken or will be taken prior to the
Closing. This Agreement constitutes a legal, valid and binding obligation of
each Seller, enforceable against such Seller in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
reorganization or similar laws in effect which affect the enforceability of
creditors' rights generally, or equitable principles.

         2.3 SECURITIES DOCUMENTS. Exhibits A, B and C are true and complete
copies of the only documents which have been located by each Seller evidencing
the Securities. The Securities have not been amended or modified since the date
issued. To the knowledge of each Seller, the Securities set forth opposite such
Seller's name on Schedule 1.1, constitute legal, valid and binding obligations
of the Company and the Subsidiaries. To the knowledge of each Seller, the
Securities set forth opposite such Seller's name on Schedule 1.1, are, as of the
date hereof, and will be after their transfer from such Seller to the Purchaser
as contemplated in the Agreement, enforceable against the Company and the
Subsidiaries, in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which affect the enforceability of
creditors' rights generally, or equitable principles. To the knowledge of each
Seller there is, as of the date hereof, and after giving effect to the transfer
of the Securities set forth opposite each Seller's name on Schedule 1.1 will be
no right of offset, defense, claim or objection in favor of the Company or any
Subsidiary arising out of or with respect to any of the obligations of the
Company or any Subsidiary with respect to any of the Securities. As used in this
Agreement, the term "SUBSIDIARY" means any corporation or other entity in which
the Company is entitled by virtue of its ownership of securities (or equivalent
interests) to elect a majority of the directors (or persons performing
equivalent functions).

         2.4 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereunder will violate or
conflict with the organizational documents of any Seller or violate, conflict
with, or allow the termination of, constitute a default under, or cause the
acceleration or the maturity of, any debt or obligation pursuant to any
agreement or commitment to which any Seller is a party or by which it is bound,
or violate any law, judgment, decree, order, regulation or rule of any court or
governmental authority to which such Seller is subject.


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         2.5 CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES OR OTHERS. No
consent, approval or authorization of, or declaration, filing or registration
with, any person including any governmental or regulatory authority, is required
to be made or obtained by each Seller in connection with the execution, delivery
and performance of this Agreement or the consummation by such Seller of the
transactions contemplated hereunder.

3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         Purchaser represents and warrants to each of the Sellers as follows:

         3.1 ORGANIZATION. The Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of Delaware.

         3.2 AUTHORIZATION. The Purchaser has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. All
requisite action on the part of the Purchaser for the authorization, execution
and delivery of this Agreement and the performance of the obligations of the
Purchaser hereunder has been taken or will be taken prior to Closing. This
Agreement constitutes a legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which affect the enforceability of
creditors' rights generally, or equitable principles.

         3.3 INVESTMENT INTENT. Buyer is acquiring the Securities for its own
account, for investment purposes only and not with a view to, or for sale or
resale in connection with, any public distribution thereof or with any present
intention of selling, distributing or otherwise disposing of the Securities.
Purchaser understands that the Securities are "restricted securities" under the
federal securities laws inasmuch as they are being acquired from Sellers in a
transaction not involving a public offering and that under such laws and
applicable regulations such Securities may only be resold without registration
under the Securities Act of 1933, as amended, in limited circumstances. The
Purchaser is sophisticated in financial matters and transactions of the nature
contemplated by this Agreement.

4.       CONDITIONS TO PURCHASER'S OBLIGATIONS TO CLOSE

         The obligations of the Purchaser to consummate the Closing is subject
to the fulfillment (or waiver in writing by the Purchaser), on or before the
Closing Date, of each of the following conditions:

         4.1      REPRESENTATIONS AND WARRANTIES; PERFORMANCE.

         (a) (i) The representations and warranties set forth in this Agreement
made by each of the Sellers shall be true and correct as of the Closing Date as
if made on the Closing Date and (ii) each of the Sellers shall have performed
all obligations and complied with all covenants and agreements required to be
performed or to be complied with by it under this Agreement in all material
respects on or prior to the Closing Date.


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<PAGE>

         4.2 CONSENTS. All governmental consents and all consents, approvals or
authorizations which Sellers actually know are necessary to consummate the
transactions contemplated by this Agreement shall have been obtained.

         4.3 ABSENCE OF LITIGATION. On the Closing Date, no law, regulation,
judgment, injunction, order or decree shall prohibit the consummation of the
transactions contemplated hereby. Without limiting the generality of the
foregoing, the sale of the Securities shall not be required to be registered
under the Securities Act of 1933, as amended.

         4.4      SUPPORTING DOCUMENTS.  On or before the Closing Date the
Purchaser shall have received copies of the following documents:

         (a) the Certificate of Incorporation of the Company certified as of a
recent date by the Secretary of State of the State of New York and the
Certificate of Incorporation or other organizational document of each Subsidiary
certified as of a recent date by the Secretary of State of the jurisdiction of
organization of each Subsidiary;

         (b) a certificate of the Secretary of State of the State of New York
dated as of a recent date as to the due incorporation and good standing of the
Company, the payment of all franchise taxes by the Company and listing all
documents of the Company on file with said Secretary of State and a good
standing certificate dated as of a recent date as to the due organization and
good standing, the payment of all franchise taxes and listing all of the
documents on file of each Subsidiary from the Secretary of State of the
jurisdiction of organization of such Subsidiary; and

         (c)      Evidence, satisfactory to the Purchaser that cash held by the
Company was $2,725,000 on May 19, 2003.

         4.5 DIRECTORS. The Purchaser shall have received written resignations
from each member of the Company's Board of Directors which were appointed by the
Sellers.


5.       COVENANTS OF THE SELLERS

         5.1 FURTHER ASSURANCES; POST CLOSING COOPERATION. At any time or from
time to time after the Closing, each Seller shall execute and deliver to the
Purchaser such documents, certificates and instruments as Purchaser may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement, including such documents, certificates and instruments to
cause the transfer of record and beneficial ownership of the Securities to the
Purchaser.

         5.2 DISTRIBUTIONS . In the event any Seller receives at any time any
property, cash, securities or other distribution from the Company on account of
or with respect to the Securities or other rights transferred to the Purchaser
under this Agreement, such Seller will promptly notify the Purchaser that it has
received such distribution and will promptly remit such distribution to the
Purchaser in the identical form in which it was received.



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6.       CONDITIONS TO SELLERS' OBLIGATIONS TO CLOSING

         The obligation of each Seller to consummate the Closing is subject to
the fulfillment (or waiver in writing by such Seller), on or before the Closing
Date of each of the following conditions:

         6.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. (a) The
representations and warranties set forth in this Agreement made by the Purchaser
shall be true and correct as of the Closing Date as if made on the Closing Date
and (b) the Purchaser shall have performed all obligations and complied with all
covenants and agreements required to be performed or to be complied with by it
under this Agreement in all material respects on or prior to the Closing Date.

         6.2 PRICE. The Purchaser shall have paid the Seller Purchaser Price to
each Seller in accordance with Section 1.3.

7.       INDEMNIFICATION.

         7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The warranties and
representations set forth in Articles 2 and 3 shall survive the execution of
this Agreement and the Closing until the date that is eighteen months after the
Closing Date except (i) as to matters with respect to which a party shall have
given written notice of any claim within such period which shall not terminate
until such claim has been finally settled, decided or adjudicated. The covenants
and agreements contained in this Agreement to be performed following the Closing
shall survive the execution and delivery of this Agreement until the period of
applicable performance.

         7.2          INDEMNIFICATION.

         (a) Subject to the following provisions of this Article 7, commencing
on the Closing Date, each Seller severally and not jointly, shall defend,
indemnify and hold harmless, the Purchaser and any of its respective officers,
directors, employees, and Affiliates, from any and all Claims, which any of them
may incur or suffer as a result of or arising out of any breach of the
representations, warranties, covenants or agreements of such Seller set forth in
Article 2 of this Agreement and for which claim has been made during the
applicable periods hereunder; PROVIDED, that in no event shall any Seller be
obligated to indemnify the Purchaser for any amounts in excess of that Seller's
Seller Purchase Price as set forth on Schedule 1.1(a), (b) or (c) hereto, as the
case may be. As used in this Agreement, the term "AFFILIATE", as used with
reference to any person means any person controlling, controlled by or under
common control with such person. Control for purposes of this definition, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership
of voting securities or by contract or otherwise.

         (b) Subject to the following provisions of this Article 7, commencing
on the Closing Date, Purchaser shall defend, indemnify and hold harmless each
Seller and any of their respective officers, directors, employees and Affiliates
from any and all Claims, which such Seller may incur or suffer as a result of or
arising out of any breach of the representations, warranties, covenants or
agreements of Purchaser set forth in this Agreement and for which claim has been
made during the applicable periods hereunder.


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         7.3      INDEMNIFICATION PROCEDURE; ARBITRATION.

         (a) In the case of any claim asserted by a third party against a party
entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"),
written notice shall be given by the Indemnified Party to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has knowledge of any claim as to which indemnity may be
sought, and the Indemnifying Party (at the expense of such Indemnifying Party)
shall have the right to assume the defense of any claim or any litigation
resulting therefrom, PROVIDED, that (a) counsel for the Indemnifying Party who
shall conduct the defense of such claim or litigation shall be reasonably
satisfactory to the Indemnified Party, and the Indemnified Party may participate
in such defense at such Indemnified Party's expense, and (b) the failure of any
Indemnified Party to give written notice as provided herein shall not relieve
the Indemnifying Party of its indemnification obligation under this Agreement
except to the extent that such Indemnifying Party is materially prejudiced as a
result of such failure to give notice. In no event will the Indemnified Party
admit any liability with respect thereto or settle, compromise, pay or discharge
the same without the prior written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld. Except with the prior written
consent of the Indemnified Party, no Indemnifying Party, in the defense of any
such claim or litigation, shall consent to entry of any judgment or enter into
any settlement that provides for injunctive or other nonmonetary relief
affecting the Indemnified Party or that does not include as an unconditional
term thereof the giving by each claimant or plaintiff to such Indemnified Party
of a release from all liability with respect to such claim or litigation. In the
event that the Indemnified Party shall have been advised by its counsel that the
Indemnified Party may have available to it one or more defenses or counterclaims
that are inconsistent with one or more of those that may be available to the
Indemnifying Party in respect of such claim or any litigation relating thereto,
the Indemnified Party shall have the right to employ counsel to represent it at
the sole cost (provided such costs are reasonable) of the Indemnifying Party,
such costs to be paid by the Indemnifying Party to the Indemnified Party during
the conduct of such defense, settlement, negotiations or litigation, PROVIDED,
that if the Indemnified Party does so employ counsel , the Indemnified Party
shall not settle such claim or litigation without the written consent of the
Indemnifying Party, such consent not to be unreasonably withheld. In the event
that the Indemnifying Party does not accept the defense of any matter as above
provided within thirty (30) business days of its receipt of written notice of
such claim by an Indemnified Party, the Indemnified Party shall have the right
to assume the defense of such claim subject to the provisions of this Article 7;
PROVIDED, for the avoidance of doubt, that the Indemnified Party shall not
settle or otherwise dispose of such claim without the prior written consent of
the Indemnifying Party, which consent shall not be unreasonably withheld. In any
event, each Seller and the Purchaser, as the case may be, shall cooperate in the
defense of any claim or litigation subject to this Article 7 and the records of
each shall be reasonably available to the other with respect to such defense.


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         (b) If the Indemnified Party believes that a matter has occurred that
entitles it to indemnification under Article 7 (other than matters covered by
Section 7.3(a) above), the Indemnified Party shall give prompt written notice to
the Indemnifying Party describing such matter in reasonable detail, including
the nature and basis of the claim and reasonably sufficient, detailed
information of damages as then known ("INDEMNIFICATION CLAIM"). The Indemnified
Party shall be entitled to supplement its Indemnification Claim from time to
time thereafter by further written notices as they are established. The
Indemnifying Party shall send a written response to such Indemnification Claim
within thirty (30) business days after receipt of the Indemnification Claim
stating its acceptance or objection to the Indemnification Claim, and explaining
its position with respect thereto in reasonable detail. If such Indemnifying
Party does not respond within such thirty (30) business day period, it will be
deemed to have accepted the Indemnified Party's Indemnification Claim as
specified in the notice given by the Indemnified Party. If the Indemnifying
Party gives a timely objection notice, then the parties will use commercially
reasonable efforts to attempt to resolve the dispute. Upon the expiration of an
additional twenty (20) business day period from the date of the objection notice
or such longer period as to which the Indemnified and Indemnifying Parties may
agree, any such dispute shall be submitted to arbitration in New York County to
a member of the American Arbitration Association mutually appointed by the
Indemnified and Indemnifying Parties (or, in the event the Indemnified and
Indemnifying Parties cannot agree on a single such member, to a panel of three
members selected in accordance with the rules of such Association), who shall
promptly arbitrate such dispute in accordance with the rules of such Association
and report to the parties upon such disputed items, and such report shall be
final, binding and conclusive on the parties. Judgment upon the award by the
arbitrator(s) may be entered in any court having jurisdiction. All reasonable
fees and expenses of the arbitrators and costs of arbitration shall be paid as
determined by the arbitrators and to the extent not so determined, each party
shall pay its own expenses.

8.       CONFIDENTIAL INFORMATION

         In the event the transactions contemplated by this Agreement are not
consummated, each party hereto will hold all non-public confidential information
which it obtained from the other parties hereto in the course of negotiating
this Agreement, which it did not previously know or which was not previously in
the public domain, confidential; no party will directly or indirectly use such
information until the same shall become in the public domain (other than by
disclosure by a party hereto receiving such information for use pursuant
hereto), and each party will return to the applicable party all documents,
objects and records obtained from such other party pursuant hereto or derived
therefrom which are not in the public domain.

9.       MISCELLANEOUS.

         9.1 EXPENSES. Except as provided for herein, each of the parties hereto
shall bear all expenses incurred by it in connection with this Agreement and in
consummation of the transactions contemplated hereby and in preparation
therefor.

         9.2 NOTICES. All notices, demands, waivers, requests and other
communications required or permitted to be given under the provisions of this
Agreement shall be in writing and shall be deemed duly given three days after
mailing if mailed by registered mail, postage prepaid, return receipt requested,
or the day following mailing if by Federal Express or similar overnight delivery
service, or, when delivered if delivered personally, at the following addresses
pending the designation of another address by written notice in accordance with
the provisions hereof, or, in the case of notice by telecopier, upon receipt
thereof as confirmed by telephone:


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If to Purchaser:

Skyride Associates, LLC
241 Fifth Avenue, Suite 302
New York, New York 10016
Attention:  Walter Threadgill

With a copy to:

Joseph L. Cannella, Esq.
Fischbein Badillo Wagner Harding
909 Third Avenue
New York, New York 11501


If to the Sellers:

To them at the addresses set forth on Schedule I hereto, with copies of such
notices to be provided as set forth on Schedule I hereto.


         9.3 ENTIRE AGREEMENT. This Agreement and the Disclosure Schedules
contain all the terms agreed upon between the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings with
respect to the subject matter hereof, whether oral or written. This Agreement
may not be changed or modified, except by agreement in writing, signed by all of
the parties hereto.

         9.4 HEADINGS. The headings of the Sections of this Agreement are for
convenience of reference only and shall not be deemed to explain, limit or
amplify the provisions hereof.

         9.5 ASSIGNMENT; SUCCESSORS IN INTEREST. None of the Sellers, the
Company or Purchaser may transfer or assign its rights, duties or obligations
hereunder or any part hereof to any other person or entity without the prior
written consent of the other parties hereto, which consent shall not be
unreasonably withhed; provided that the Purchaser may assign all or any portion
of its rights and obligations under this Agreement to a direct or indirect
wholly owned subsidiary provided that the Purchaser shall continue to remain
obligated hereunder. Except as otherwise specifically provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, personal representatives,
successors and assigns. The obligations of the Sellers under this Agreement are
several, not joint without preference or distinction between them.


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         9.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
be deemed but one and the same instrument.

         9.7 GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with and governed in all respects by the laws of the State of New
York applicable to contracts made and to be performed therein. Any dispute
arising hereunder shall be adjudicated exclusively in the Federal and State
Courts of the State of New York located in the County of New York, as to which
courts the parties waive any claim of inconvenient forum. Each of the parties
hereby waives, to the extent permitted by applicable law, trial by jury in any
litigation in any court with respect to, in connection with, or arising out of
this Agreement, or the validity, protection, interpretation, collection or
enforcement thereof.

         9.8 BROKERAGE. None of the Company, the Sellers or the Purchaser is a
party to any agreement with any finder, broker or other person, or in any way
obligated to any finder, broker or other person for any commission, fees or
expenses in connection with the origin, negotiation, execution or performance of
this Agreement, and each shall indemnify the others and hold them harmless
against and in respect of any claim for brokerage, finders fees, or other fees
or commissions relative to this Agreement.

         9.9 CONSTRUCTION. This Agreement is to be deemed to have been prepared
jointly by the parties hereto after arms-length negotiations, and any
uncertainty or ambiguity existing herein shall not be interpreted against any
party, but according to the application of the rules of interpretation of
contracts.

         9.10 NO THIRD PARTY BENEFICIARIES WITH THE EXCEPTION OF THE PARTIES TO
THIS AGREEMENT, THERE EXISTS NO RIGHT OF ANY PERSON TO CLAIM A BENEFICIAL
INTEREST IN THIS AGREEMENT OR ANY RIGHTS OCCURRING BY VIRTUE OF THIS AGREEMENT.



         9.11 NO OTHER REPRESENTATIONS OR WARRANTIES. Except as specifically and
expressly set forth in Article 2, (A) THE SELLERS MAKE NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE SECURITIES,
THE COMPANY OR THE SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (B) THE
SELLERS MAKE NO, AND HEREBY DISCLAIM ANY, REPRESENTATION OR WARRANTY REGARDING
THE COMPANY AND THE SUBSIDIARIES AND (C) THE SECURITIES BEING TRANSFERRED TO
PURCHASER ARE CONVEYED ON AS "AS IS, WHERE IS" BASIS AS OF THE CLOSING, AND
PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. PURCHASER HAS NOT SOUGHT
OR RELIED UPON ANY REPRESENTATION, WARRANTIES OR STATEMENTS OF ANY KIND MADE BY
OR ON BEHALF OF THE SELLERS OR ANY DOCUMENT PROVIDED BY THE SELLERS EXCEPT AS
EXPRESSLY CONTAINED IN THIS AGREEMENT.

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<PAGE>

         9.12 SEVERABILITY. If any provision of this Agreement shall be declared
by any court of competent jurisdiction to be illegal, void of unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in
full force and effect.





             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.




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<PAGE>





         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed in its name and on its behalf, all as of the day and year first
above written.


                               PURCHASER:

                               SKYRIDE ASSOCIATES, LLC



                               By: /S/
                                   ------------------------------------
                                   Name:  Walter Threadgill
                                   Title:  Manager


                               SELLERS:


                               US SMALL  BUSINESS  ADMINISTRATION,  AS
                               RECEIVER  FOR PROSPECT STREET NYC
                               DISCOVERY FUND, L.P.



                               By: /S/
                                   --------------------------------------------
                                   Name:  Gail G. Green
                                   Title: Chief, Account Resolution Branch, SBA



                               THE  BANK  OF  NEW  YORK  AS   TRUSTEE   FOR
                               THE   EMPLOYEES' RETIREMENT PLAN OF
                               KEYSPAN CORPORATION



                               By: /S/
                                   --------------------------------------------
                                   Name:  Michael T. Shayne
                                   Title:  Vice President



                                       12
<PAGE>



                               THE BANK OF NEW YORK AS TRUSTEE FOR
                               THE KEYSPAN CORPORATION NON-
                               BARGAINING HEALTH VEBA



                               By: /S/
                                  -------------------------------------------
                               Name:  Michael T. Shayne
                               Title:  Vice President


                               PROSPECT STREET NYC CO-INVESTMENT FUND, L.P.



                               By: /S/
                                  -------------------------------------------
                               Name:  John Barry
                               Title:






                                       13

<PAGE>



         Schedule 1.1(a) to Securities Purchase Agreement dated September 15,
         2003 (Prospect Street NYC Discovery Fund, L.P.)


"Seller Purchase Price": $1,551,600

"Securities"

1. Senior Promissory Note No. 1 dated December 20, 1996 in the principal amount
of $1,500,000.00.

2. Senior Secured Demand Note No. 2 dated May 20, 1998 in the principal amount
of $435,000.

3. Certificate representing 1,090,909 shares of Series A Convertible
Participating Preferred Stock, $.001 par value.

(This Schedule of "Securities" does not include any class of Common Stock or
warrants to purchase any class of Common Stock).

The Seller only possesses a copy of the document evidencing the Security listed
in Item 1 above and possesses originals of the documents evidencing the
Securities listed in Items 2 and 3 above.

Notices:

Gail Green, Esquire
Chief, Account Resolutions Branch
Office of Liquidation
U.S. Small Business Administration
409 Third Street, S.W.
Washington, D.C. 20416


                                       14
<PAGE>



         Schedule 1.1(b) to Securities Purchase Agreement dated September 15,
         2003 (Prospect Street NYC Co-Investment Fund, L.P.)


"Seller Purchase Price": $1,072,200

"Securities"


1. Senior Promissory Note No. 5 dated March 14, 1997 in the principal amount of
$450,000.

2. Senior Secured Demand Note No. PSNYC-1 dated April 1, 2000 in the principal
amount of $500,000 (issued pursuant to the Senior Secured Credit Agreement dated
as of May 20, 1998).

3. Additional loan in the principal amount of $500,000.

(This Schedule of "Securities" does not include any class of Common Stock or
warrants to purchase any class of Common Stock).

The Seller possesses (i) a copy of the document evidencing the Security listed
in Item 1 above, (ii) an original version of the document evidencing the
Security listed in Item 2 above and (iii) no documentation whatsoever evidencing
the Security listed in Item 3 above.

Notices:

John Barry
Prospect Street NYC Co-Investment Fund, L.P
10 East 40th Street
                                                  New York, N.Y. 10016


<PAGE>



         Schedule 1.1(c) to Securities Purchase Agreement dated September 15,
         2003 (Employees' Retirement Plan of Keyspan Corporation and Keyspan
         Corporation Non-Bargaining Health VEBA)


"Seller Purchase Price": $3,376,200

"Securities"

1. Senior Promissory Note No. 2 dated December 26, 1996 in the principal amount
of $1,000,000.

2. Senior Promissory Note No. 3 dated December 31, 1996 in the principal amount
of $500,000.

3. Senior Promissory Note No. 4 dated February 18, 1997 in the principal amount
of $500,000.

4. Senior Promissory Note No. 6 dated March 21, 1997 in the principal amount of
$500,000.

5. Senior Secured Demand Note No. 1 dated May 20, 1998 in the principal amount
of $500,000.

6. Senior Secured Demand Note in the principal amount of $1,350,000.

The Seller only possesses (i) copies of documents evidencing the Securities
listed in Item 1, Item 2 and Item 3; (ii) unsigned copies of documents filed by
the Company with the SEC evidencing the Securities listed in Item 4 and Item 5;
and (iii) a copy of the first amendment to the Senior Secured Credit Agreement,
as amended on May 29, 1998 (the "First Amendment"), which copy is unsigned by
the Borrowers (as defined in the Senior Secured Credit Agreement) evidencing the
Security listed in Item 6.

(This Schedule of "Securities" does not include any class of Common Stock or
warrants to purchase any class of Common Stock).




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