EXHIBIT 10.53 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May
14, 2007, by and among U.S. HELICOPTER CORPORATION, a Delaware corporation (the Company), and
the Buyers listed on Schedule I attached hereto (individually, a Buyer or collectively
Buyers). WITNESSETH WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in
reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D
(Regulation D) as promulgated by the U.S. Securities and Exchange Commission (the
SEC) under the Securities Act of 1933, as amended (the Securities Act); WHEREAS, the parties desire that, upon the terms and subject to the conditions
contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase
(i) up to Five Hundred Thousand Dollars ($500,000) of secured convertible debentures in the form attached hereto as
Exhibit A (the Convertible Debentures), which shall be convertible into shares of
the Companys common stock, par value $0.001 (the Common Stock) (as converted, the
Conversion Shares), and (ii) warrants substantially in the form attached hereto as Exhibit
B (the Warrants), to acquire up to that number of additional shares of Common Stock set
forth opposite such Buyers name in column (5) of Schedule I attached hereto (as exercised, the Warrant
Shares), which shall be funded within two business day of the date hereof (the Funding
Date) for a total purchase price of up to Five Hundred Thousand Dollars ($500,000) (the Purchase
Price) in the respective amounts set forth opposite each Buyer(s) name on Schedule I (the
Subscription Amount); WHEREAS, on the date hereof, the Company and the Buyers are executing and delivering an
Amended and Restated Security Agreement (the Security Agreement) pursuant to which the Company agreed
to extend the Buyers security interest which was originally created in connection with a loan made to the Company by the
Buyers in the Pledged Property (as this term is defined in the each Security Agreement) to secure all the Companys
obligations to the Buyers, which shall include all obligations to the Buyers created in this Agreement and the
Convertible Debentures issued in connection herewith; WHEREAS, contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering Irrevocable Transfer Agent Instructions (the Irrevocable Transfer
Agent Instructions); and WHEREAS, the Convertible Debentures, the Conversion Shares, the Warrants, and the
Warrants Shares collectively are referred to herein as the Securities. NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained
in this Agreement the Company and the Buyer(s) hereby agree as follows:  
 1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES. (a) Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the
terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase and the Company agrees
to sell and issue to each Buyer, severally and not jointly, Convertible Debentures in amounts corresponding with the
Subscription Amount set forth opposite each Buyers name on Schedule I hereto and the Warrants to acquire up that
number of Warrant Shares as set forth opposite such Buyers name in column (5) on Schedule I . (b) Closing Dates. The Closing of the purchase and sale of the Convertible Debentures
and Warrants shall take place at 10:00 a.m. Eastern Standard Time within two business days of the date hereof (the
Closing Date), subject to notification of satisfaction of the conditions to the Closing set forth
herein and in Sections 6 and 7 below (or such later date as is mutually agreed to by the Company and the Buyer(s)) on or
before the Funding Date. The Closing shall occur on the Closing Date at the offices of Yorkville Advisors, LLC, 101
Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (or such other place as is mutually agreed to by the Company
and the Buyer(s)). (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this
Agreement, on the Closing Date, (i) the Buyers shall deliver to the Company such aggregate proceeds for the Convertible
Debentures and Warrants to be issued and sold to such Buyer at such Closing, minus the fees to be paid directly from the
proceeds of such Closing as set forth herein, and (ii) the Company shall deliver to each Buyer, Convertible
Debentures and Warrants which such Buyer is purchasing at such Closing in amounts indicated opposite such Buyers
name on Schedule I, duly executed on behalf of the Company. 2. BUYERS REPRESENTATIONS AND WARRANTIES. Each Buyer represents and warrants, severally and not jointly, that: (a) Investment Purpose. Each Buyer is acquiring the Securities for its own account for
investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the
representations herein, such Buyer reserves the right to dispose of the Securities at any time in accordance with or
pursuant to an effective registration statement covering such Securities or an available exemption under the Securities
Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to
distribute any of the Securities. (b) Accredited Investor Status. Each Buyer is an Accredited
Investor as that term is defined in Rule 501(a)(3) of Regulation D. (c) Reliance on Exemptions. Each Buyer understands that the Securities are being
offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyers
compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth
herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the
Securities.  
 (d) Information. Each Buyer and its advisors (and his or, its counsel), if any, have
been furnished with all materials relating to the business, finances and operations of the Company and information he
deemed material to making an informed investment decision regarding his purchase of the Securities, which have been
requested by such Buyer. Each Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the
Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or
its advisors, if any, or its representatives shall modify, amend or affect such Buyers right to rely on the
Companys representations and warranties contained in Section 3 below. Each Buyer understands that its investment
in the Securities involves a high degree of risk. Each Buyer is in a position regarding the Company, which, based upon
employment, family relationship or economic bargaining power, enabled and enables such Buyer to obtain information from
the Company in order to evaluate the merits and risks of this investment. Each Buyer has sought such accounting, legal
and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Securities. (e) No Governmental Review. Each Buyer understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of
the Securities, or the fairness or suitability of the investment in the Securities, nor have such authorities passed
upon or endorsed the merits of the offering of the Securities. Each Buyer understands and acknowledges that the Company
has undertaken and will undertake no efforts to comply with any laws of any jurisdiction outside the United States
relating to the issuance and sale of its securities except as may be provided herein. (f) Transfer or Resale. Each Buyer understands that: (i) the Securities have not been
and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the
Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C)
such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters)
that such Securities can be sold, assigned or transferred pursuant to Rule 144, Rule 144(k), or Rule 144A promulgated
under the Securities Act, as amended (or a successor rule thereto) (collectively, Rule 144), in each
case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule
144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of
the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption
under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer
instructions against the shares and certificates for the Conversion Shares.  
 (g) Legends. Each Buyer agrees to the imprinting, so long as is required by this
Section 2(g), of a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Conversion Shares or Warrant Shares shall not contain any
legend (including the legend set forth above), (i) while a registration statement (including the Registration Statement)
covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion
Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale
under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to
issue a legal opinion to the Companys transfer agent promptly after the effective date (the Effective
Date) of a Registration Statement if required by the Companys transfer agent to effect the removal of
the legend hereunder. If all or any portion of the Convertible Debentures or Warrants are exercised by a Buyer that is
not an Affiliate (as defined below) of the Company (a Non-Affiliated Buyer) at a time when there is
an effective registration statement to cover the resale of the Conversion Shares or the Warrant Shares, such Conversion
Shares or Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at
such time as such legend is no longer required under this Section 2(g), it will, no later than three (3) Trading Days
following the delivery by a Non-Affiliated Buyer to the Company or the Companys transfer agent of a certificate
representing Conversion Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third
Trading Day, the Legend Removal Date), deliver or cause to be delivered to such Non-Affiliated Buyer
a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any
notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on
transfer set forth in this Section. Each Buyer acknowledges that the Companys agreement hereunder to remove all
legends from Conversion Shares or Warrant Shares is not an affirmative statement or representation that such Conversion
Shares or Warrant Shares are freely tradable. Each Buyer, severally and not jointly with the other Buyers, agrees that
the removal of the restrictive legend from certificates representing Securities as set forth in this Section 3(g) is
predicated upon the Companys reliance that the Buyer will sell any Securities pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with
the plan of distribution set forth therein.  
 (h) Authorization, Enforcement. This Agreement, and all related agreements, are within
Buyers corporate power and have been duly and validly authorized, executed and delivered on behalf of such Buyer
and are valid and binding agreements of such Buyer enforceable in accordance with their terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors rights and remedies. (i) Receipt of Documents. Each Buyer and his or its counsel has received and read in
their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein and the Transaction
Documents (as defined herein); (ii) all due diligence and other information necessary to verify the accuracy and
completeness of such representations, warranties and covenants; (iii) the Companys Form 10-KSB for the fiscal year
ended December 31, 2006; (iv) the Companys Form 8-Ks filed with the SEC on January 4, 2007, January 24, 2007,
April 4, 2007 and May 11, 2007; and (vi) answers to all questions each Buyer submitted to the Company regarding an
investment in the Company; and each Buyer has relied on the information contained therein and has not been furnished any
other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys
representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and
all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral
communication. (j) Due Formation of Corporate and Other Buyers. If the Buyer(s) is a corporation,
trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not
been organized for the specific purpose of purchasing the Securities and is not prohibited from doing so. (k) No Legal Advice From the Company. Each Buyer acknowledges, that it had the
opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal
counsel and investment and tax advisors. Each Buyer is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in the SEC Documents (as defined herein) or under the corresponding
section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and to qualify any
representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the
representations and warranties set forth below to each Buyer:  
 (a) Organization and Qualification. The Company and its subsidiaries are corporations
duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated,
and have the requisite corporate power to own their properties and to carry on their business as now being conducted.
Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not have or reasonably be expected
to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii)
a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the
Company, taken as a whole, or (iii) a material adverse effect on the Companys ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a Material
Adverse Effect) and no proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (b) Authorization, Enforcement, Compliance with Other Instruments. (i) The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement,
the Convertible Debentures, the Warrants, the Security Agreement, the Irrevocable Transfer Agent Instructions, and each
of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this
Agreement (collectively the Transaction Documents) and to issue the Securities in accordance with the
terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of
the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance
and the issuance of the Warrant Shares, have been duly authorized by the Companys Board of Directors and no
further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the
Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute
the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of
creditors rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of
no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or
perform any of the Companys other obligations under the Transaction Documents.  
 (c) Capitalization. The authorized capital stock of the Company consists of 95,000,000
shares of Common Stock and 1,500,000 shares of Preferred Stock, par value $0.001 (Preferred Stock) of
which 35,524,931 shares of Common Stock and 47,000 shares of Preferred Stock are issued and outstanding. All of the
outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in the SEC
Documents or Schedule 3(d) and immediately preceding the Closing: (i) none of the Companys capital stock is
subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the
Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any
capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or
any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements,
credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its
subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing
statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the
Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its
subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the
Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock
appreciation rights or phantom stock plans or agreements or any similar plan or agreement; and (viii) the
Company and its subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so
disclosed in the SEC Documents, other than those incurred in the ordinary course of the Companys or its
subsidiaries respective businesses and which, individually or in the aggregate, do not or would not have a
Material Adverse Effect. The Company has furnished to the Buyers or made available through the SEC Documents true,
correct and complete copies of the Companys Certificate of Incorporation, as amended and as in effect on the date
hereof (the Certificate of Incorporation), and the Companys Bylaws, as amended and as in
effect on the date hereof (the Bylaws), and the terms of all securities convertible into, or
exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect
thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is
required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other
similar agreements with respect to the Companys capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Companys stockholders.  
 (d) Issuance of Securities. The issuance of the Convertible Debentures and the
Warrants is duly authorized and free from all taxes, liens and charges with respect to the issue thereof. Upon
conversion in accordance with the terms of the Convertible Debentures or exercise in accordance with the Warrants, as
the case may be, the Conversion Shares and Warrant Shares, respectively, when issued will be validly issued, fully paid
and nonassessable, free from all taxes, liens and charges with respect to the issue thereof. The Company has reserved
from its duly authorized capital stock the appropriate number of shares of Common Stock as set forth in this
Agreement. (e) No Conflicts. The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Convertible Debentures and the Warrants, and reservation for issuance and
issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of any certificate of
incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company,
any capital stock of the Company or bylaws of the Company or (ii) conflict with, or constitute a material default (or an
event which with notice or lapse of time or both would become a material default) in any respect under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to
which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including foreign, federal and state securities laws and regulations and the rules and regulations of the National
Association of Securities Dealers Inc.s OTC Bulletin Board) applicable to the Company or by which any property or
asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect. The business of the Company is not being conducted, and shall not be conducted in violation of any
material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement
and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in
order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the
Registration Rights Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders,
filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained
or effected on or prior to the date hereof. The Company is unaware of any facts or circumstance, which might give rise
to any of the foregoing.  
 (f) SEC Documents; Financial Statements. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934,
as amended (the Exchange Act), for the two years preceding the date hereof (or such shorter period as
the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date
hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto
and any prospectuses that are current as of the date hereof and documents incorporated by reference therein, being
hereinafter referred to as the SEC Documents) on timely basis or has received a valid extension of
such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has
delivered to the Buyers or their representatives, or made available through the SECs website at
http://www.sec.gov., true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in
all material respects the financial position of the Company as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the
SEC Documents, including, without limitation, information referred to in Section 2(i) of this Agreement, contains any
untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made and not misleading. (g) 10(b)-5. The SEC Documents do not include any untrue statements of material fact,
nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in
light of the circumstances under which they were made, not misleading. (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending
against or affecting the Company or the Common Stock, wherein an unfavorable decision, ruling or finding would have a
Material Adverse Effect. (i) Acknowledgment Regarding Buyers Purchase of the Convertible Debentures. The
Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arms length purchaser with
respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that each Buyer is
not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereby and any advice given by each Buyer or any of their respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely
incidental to such Buyers purchase of the Securities. The Company further represents to each Buyer that the
Companys decision to enter into this Agreement has been based solely on the independent evaluation by the Company
and its representatives. (j) No General Solicitation. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. (k) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would require registration of the Securities under the
Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for
purposes of the Securities Act. (l) Employee Relations. The Company is not involved in any labor dispute or, to the
knowledge of the Company, is any such dispute threatened. None of the Companys employees is a member of a union
and the Company believes that its relations with its employees are good.  
 (m) Intellectual Property Rights. The Company owns or possesses adequate rights or
licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to
conduct its business as now conducted. The Company does not have any knowledge of any infringement by the Company of
trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks,
service mark registrations, trade secret or other similar rights of others, and, to the knowledge of the Company there
is no claim, action or proceeding being made or brought against, or to the Companys knowledge, being threatened
against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company
is unaware of any facts or circumstances which might give rise to any of the foregoing. (n) Environmental Laws. The Company is (i) in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental
Laws), (ii) has received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct its business and (iii) is in material compliance with all terms and conditions of any such
permit, license or approval. (o) Title. All real property and facilities held under lease by the Company is held by
the Company under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the Company. (p) Insurance. The Company is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonably
prudent and customary in the business in which the Company is engaged. The Company has not been refused any insurance
coverage sought or applied for and the Company has no reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or
otherwise, or the earnings, business or operations of the Company, taken as a whole. (q) Regulatory Permits. The Company possesses or is in the process of applying for all
material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to
the revocation or modification of any such certificate, authorization or permit.  
 (r) Internal Accounting Controls. The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
managements general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability, and (iii) the recorded amounts for assets are compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. (s) No Material Adverse Breaches, etc. The Company is not subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the
Companys officers has or is expected in the future to have a Material Adverse Effect on the business, properties,
operations, financial condition, results of operations or prospects of the Company. The Company is not in breach of any
contract or agreement which breach, in the judgment of the Companys officers, has or is expected to have a
Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects
of the Company. (t) Tax Status. The Company has made and filed all federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to
the extent that the Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has
set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. (u) Certain Transactions. Except for arms length transactions pursuant to which
the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain
from third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee or partner. (v) Fees and Rights of First Refusal. The Company is not obligated to offer the
securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not
limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties. (w) Investment Company. The Company is not, and is not an affiliate of, and
immediately after receipt of payment for the Securities, will not be or be an affiliate of, an investment
company within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its
business in a manner so that it will not become subject to the Investment Company Act.  
 (x) Registration Rights. Other than each of the Buyers, no person has any right to
cause the Company to effect the registration under the Securities Act of any securities of the Company. There are no
outstanding registration statements not yet declared effective and there are no outstanding comment letters from the SEC
or any other regulatory agency. (y) Private Placement. Assuming the accuracy of the Buyers representations and
warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the
Securities by the Company to the Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does
not contravene the rules and regulations of the OTCBB. (z) Listing and Maintenance Requirements. The Companys Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to
terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock
under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such
registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Primary
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Primary Market. The Company is, and has no reason to believe that
it will not in the foreseeable future continue to be, in material compliance with all such listing and maintenance
requirements. (aa) Manipulation of Price.  The Company has not, and to its knowledge no one
acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of
the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Companys placement agent
in connection with the placement of the Securities. (bb) Dilutive Effect. The Company understands and acknowledges that the number of
Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise
of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue
Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible
Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this
Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such
issuance may have on the ownership interests of other stockholders of the Company.  
 (cc) Repayments to Certain Persons. The Company covenants and agrees that, with
respect to its obligations to each of JMC Marketing Services, LLC (JMC), John Capozzi (Capozzi)
and Donal McSullivan (McSullivan) pursuant to a certain Settlement Agreement and Release by and among the
Company and such parties: (X) no further cash payments shall be made by the Company to any of JMC, Capozzi or McSullivan
until such time as the Company receives proceeds of at least $10 million in private placement financings conducted
subsequent to the date hereof, and the Board of Directors of the Company (exclusive of Capozzi and McSullivan, to the
extent they occupy seats on the Board) reasonably believes that the Company has sufficient capital to finance operations
for the 12 month period following such financings; and (Y) any warrants issuable pursuant to such agreement shall not
contain any cashless exercise or registration rights provisions. 4. COVENANTS. (a) Best Efforts. Each party shall use its best efforts to timely satisfy each of the
conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement. (b) Form D. The Company agrees to file a Form D with respect to the Securities as
required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall,
on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the
Securities, or obtain an exemption for the Securities for sale to the Buyers at the Closing pursuant to this Agreement
under applicable securities or Blue Sky laws of the states of the United States, and shall provide evidence
of any such action so taken to the Buyers on or prior to the Closing Date. (c) Reporting Status. Until the earlier of (i) the date as of which the Buyer(s) may
sell all of the Securities without restriction pursuant to Rule 144(k) promulgated under the Securities Act (or
successor thereto), or (ii) the date on which (A) the Buyers shall have sold all the Securities and (B) none of the
Convertible Debentures or Warrants are outstanding (the Registration Period), the Company shall file
in a timely manner all reports required to be filed with the SEC pursuant to the Exchange Act and the regulations of the
SEC thereunder, and the Company shall not terminate its status as an issuer required to file reports under the Exchange
Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination. (d) Use of Proceeds. The Company will use the proceeds from the sale of the
Convertible Debentures for general corporate and working capital purposes. (e) Reservation of Shares. On the date hereof, the Company shall reserve for issuance
to the Buyers 1,500,000 shares for issuance upon conversions of the Convertible Dentures and 99,144 shares for issuance
upon exercise of the Warrants (collectively, the Share Reserve). The Company represents that it has
sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all
other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary
to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as
shall be necessary to effect the full conversion of the Convertible Debentures and the full exercise of the Warrants. If
at any time the Share Reserve is insufficient to effect the full conversion of the Convertible Debentures or the full
exercise of the Warrants, the Company shall increase the Share Reserve accordingly. If the Company does not have
sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall
call and hold a special meeting of the shareholders within thirty (30) days of such occurrence, for the sole purpose of
increasing the number of shares authorized. The Companys management shall recommend to the shareholders to vote in
favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in
favor of increasing the number of authorized shares of Common Stock.  
 (f) Listings or Quotation. The Companys Common Stock shall be listed or quoted
for trading on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d)
the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board (OTCBB) (each, a Primary
Market). The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the
Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which
the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all
Registrable Securities from time to time issuable under the terms of the Transaction Documents. (g) Fees and Expenses. (i) Each of the Company and the Buyer(s) shall pay all costs and expenses incurred by such
party in connection with the negotiation, investigation, preparation, execution and delivery of the Transaction
Documents. The Company shall pay Yorkville Advisors LLC a fee equal to six percent (6%) of the Purchase Price which
shall be paid directly from the gross proceeds of the Closing. (ii) The Company shall pay a structuring fee to Yorkville Advisors LLC of Fifteen Thousand
Dollars ($15,000), which shall be paid directly from the proceeds of the Closing. (h) Corporate Existence. So long as at least $100,000 in principal of the Convertible
Debentures remains outstanding, the Company shall not directly or indirectly consummate any merger, reorganization,
restructuring, reverse stock split consolidation, sale of all or substantially all of the Companys assets or any
similar transaction or related transactions (each such transaction, an Organizational Change) unless,
prior to the consummation an Organizational Change, the Company obtains the written consent of each Buyer not to be
unreasonably withheld. In any such case, the Company will make appropriate provision with respect to such holders
rights and interests to insure that the provisions of this Section 4(h) will thereafter be applicable to the Convertible
Debentures.  
 (i) Transactions With Affiliates. So long as at least $100,000 in principal of the
Convertible Debentures is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter
into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement,
transaction, commitment, or arrangement with any of its or any subsidiarys officers, directors, person who were
officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%)
or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or
adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or
more beneficial interest (each a Related Party), except for (a) customary employment arrangements and
benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction,
commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been
obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which
is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also
an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any
such agreement, transaction, commitment, or arrangement. Affiliate for purposes hereof means, with
respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or
more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or
entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity.
Control or controls for purposes hereof means that a person or entity has the
power, direct or indirect, to conduct or govern the policies of another person or entity. (j) Transfer Agent. The Company covenants and agrees that, in the event that the
Companys agency relationship with the transfer agent should be terminated for any reason prior to a date which is
two (2) years after the Closing Date, the Company shall immediately appoint a new transfer agent and shall require that
the new transfer agent execute and agree to be bound by the terms of the Irrevocable Transfer Agent Instructions (as
defined herein). (k) Restriction on Issuance of the Capital Stock. So long as at least $100,000 in
principal of the Convertible Debentures is outstanding, the Company shall not, without the prior written consent of the
Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per
share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred
stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to
acquire Common Stock without consideration or for a consideration less than such Common Stocks Bid Price
determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8, except to register
securities to be issued under the Companys Stock Incentive Plan in effect. (l) Neither the Buyer(s) nor any of its affiliates have an open short position in the Common
Stock of the Company, and the Buyer(s) agrees that it shall not, and that it will cause its affiliates not to, engage in
any short sales of or hedging transactions with respect to the Common Stock as long as any Convertible Debentures shall
remain outstanding. (m) Additional Registration Statements. Until the effective date of the initial
Registration Statement, the Company will not file a registration statement under the Securities Act relating to
securities that does not include the Securities.  
 (n) Review of Public Disclosures. All SEC filings (including, without limitation, all
filings required under the Exchange Act, which include Forms 10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other
public disclosures made by the Company, including, without limitation, all press releases, investor relations materials,
and scripts of analysts meetings and calls, shall be reviewed and approved for release by the Companys attorneys
and, if containing financial information, the Companys independent certified public accountants. (o) Disclosure of Transaction. Within four business days following the date of this
Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by
the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents
(including, without limitation, this Agreement, the form of the Convertible Debenture, the form of Warrant and the form
of the Registration Rights Agreement) as exhibits to such filing. (p) Repayment of Outstanding Debentures. In the event the Company closes on any debt
or equity financing of at least $5 million (net of offering fees and commissions) after the date hereof with either The
Chart Group (the Chart Financing) or Westminster Securities Corporation (the Westminster
Financing), or any combination of the two, the Company shall remit to the buyer a total of $2.0 million out of the
proceeds received in the Chart Financing and a total of $3.0 million out of proceeds received in the Westminster
Financing, which proceeds shall first apply to any amounts outstanding under this Convertible Debenture, then to amounts
outstanding under previously issued and outstanding debentures held by the Buyer. The obligations of the Company
pursuant to this Section 4(p) shall survive the repayment of the Convertible Debenture. (q) If at any time while the Convertible Debenture or the Warrants remain outstanding there
is not an effective registration statement covering all of the shares of Common Stock underlying the Convertible
Debenture and the Warrants, and the Company shall determine to prepare and file with the SEC a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), then the Company shall
send to each Buyer a written notice of such determination and, if within fifteen (15) days after the date of such
notice, any such Buyer shall so request in writing, the Company shall include in such registration statement all or any
part of such shares of Common Stock underlying the Convertible Debenture and the Warrants such Buyer requests to be
registered; provided, however, that, the Company shall not be required to register any shares pursuant to this
Section 4(q) that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the
subject of a then effective registration statement.  
 5. TRANSFER AGENT INSTRUCTIONS. (a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
agent, and any subsequent transfer agent, irrevocably appointing David Gonzalez, Esq. as the Companys agent for
purpose instructing its transfer agent to issue certificates or credit shares to the applicable balance accounts at The
Depository Trust Company (DTC), registered in the name of each Buyer or its respective nominee(s),
for the Conversion Shares and the Warrant Shares issued upon conversion of the Convertible Debentures or exercise of the
Warrants as specified from time to time by each Buyer to the Company upon conversion of the Convertible Debentures or
exercise of the Warrants. As long as at least $100,000 in principal of the Convertible Debentures issued under this
Agreement remains outstanding, the Company shall not change its transfer agent without the express written consent of
the Buyers, not to be unreasonably withheld by the Buyers in their sole discretion. The Company warrants that no
instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer
instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares or Warrant Shares prior to
registration of such shares under the Securities Act) will be given by the Company to its transfer agent, and that the
Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the
Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more
certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as
specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the
transfer. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold,
assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent
shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend.
Nothing in this Section 5 shall affect in any way the Buyers obligations and agreement to comply with all
applicable securities laws upon resale of Conversion Shares. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under
this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing
economic loss and without any bond or other security being required. 6. CONDITIONS TO THE COMPANYS OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the
Buyer(s) at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Companys sole benefit and may be waived by the Company at
any time in its sole discretion: (a) Each Buyer shall have executed the Transaction Documents and delivered them to the
Company.  
 (b) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible
Debentures and Warrants in the respective amounts as set forth next to each Buyer as set forth on Schedule I attached
hereto, minus any fees to be paid directly from the proceeds the Closing as set forth herein, by wire transfer of
immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Date. 7. CONDITIONS TO THE BUYERS OBLIGATION TO PURCHASE. (a) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the
Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions: (i) The Company shall have executed the Transaction Documents and delivered the same to the
Buyers. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market,
trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon
the conversion of the Convertible Debentures shall be approved for listing or trading on the Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all
material respects (except to the extent that any of such representations and warranties is already qualified as to
materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Company at or prior to the Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible
Debentures and Warrants in the respective amounts set forth opposite each Buyers name on Schedule I attached
hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a
form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good
standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office)
from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to
perfect the Buyers interest in the Pledged Property as detailed in the Security Agreement dated the date hereof
and provided proof of such filing to the Buyer(s). (viii) The Company shall have created the Share Reserve.  
 (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the
Buyer, shall have been delivered to and acknowledged in writing by the Companys transfer agent. 8. INDEMNIFICATION. (a) In consideration of the Buyers execution and delivery of this Agreement and
acquiring the Convertible Debentures and the Conversion Shares hereunder, and in addition to all of the Companys
other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Buyer(s) and
each other holder of the Convertible Debentures and the Conversion Shares, and all of their officers, directors,
employees and agents (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the Buyer Indemnitees) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys fees and disbursements (the
Indemnified Liabilities), incurred by the Buyer Indemnitees or any of them as a result of, or arising
out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this
Agreement, the Convertible Debentures or the other Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company
contained in this Agreement, or the other Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Buyer Indemnitee
and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the parties hereto, any transaction financed or to
be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Convertible Debentures
or the status of the Buyer or holder of the Convertible Debentures or the Conversion Shares, as a Buyer of Convertible
Debentures in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any
reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law. This indemnification shall not apply to any Indemnified
Liabilities arising out of the willful or reckless actions or inactions of any Buyer Indemnitee. (b) In consideration of the Companys execution and delivery of this Agreement, and in
addition to all of the Buyers other obligations under this Agreement, the Buyer shall defend, protect, indemnify
and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) (collectively, the Company
Indemnitees) from and against any and all Indemnified Liabilities incurred by the Indemnitees or any of them
as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty
made by the Buyer(s) in this Agreement, the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby executed by the Buyer, (b) any breach of any covenant, agreement or obligation of the
Buyer(s) contained in this Agreement, the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby executed by the Buyer, or (c) any cause of action, suit or claim brought or made against
such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement, the Transaction Documents or any other
instrument, document or agreement executed pursuant hereto by any of the parties hereto. To the extent that the
foregoing undertaking by each Buyer may be unenforceable for any reason, each Buyer shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law. This
indemnification shall not apply to any Indemnified Liabilities arising out of the willful or reckless actions or
inactions of any Company Indemnitee.  
 9. GOVERNING LAW: MISCELLANEOUS. (a) Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further agree
that any action between them shall be heard in Hudson County, New Jersey, and expressly consent to the jurisdiction and
venue of the Superior Court of New Jersey, sitting in Hudson County and the United States District Court for the
District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action asserted pursuant to this
Paragraph. (b) Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party. In the event any signature page is delivered by
facsimile transmission, the party using such means of delivery shall cause four (4) additional original executed
signature pages to be physically delivered to the other party within five (5) days of the execution and delivery
hereof. (c) Headings. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement. (d) Severability. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in
any other jurisdiction. (e) Entire Agreement, Amendments. This Agreement supersedes all other prior oral or
written agreements between the Buyer(s), the Company, their affiliates and persons acting on their behalf with respect
to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set
forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in
writing signed by the party to be charged with enforcement. (f) Notices. Any notices,
consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation
of receipt, when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, return receipt
requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be:  
 If to the Company, to:
     U.S. Helicopter Corporation6 East River PiersDowntown Manhattan HeliportNew York, NY 10004Attention: Chief Executive OfficerTelephone: (212) 248-2002Facsimile: (212) 248-0940With a copy to:
     Gallagher, Briody, and ButlerPrinceton Forrestal Village155 Village BoulevardPrinceton, NJ 08540Attention: Thomas P. Gallagher, Esq.Telephone: (609) 452-6000Facsimile: (609) 452-0090
 If to the Buyer(s), to its address and facsimile number on Schedule I, with copies to the
Buyers counsel as set forth on Schedule I. Each party shall provide five (5) days prior written notice to
the other party of any change in address or facsimile number. (g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns. Neither the Company nor any Buyer shall assign this
Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto. (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person. (i) Survival. Unless this Agreement is terminated under Section 9(l), the
representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the agreements and
covenants set forth in Sections 4, 5 and 9, and the indemnification provisions set forth in Section 8, shall survive the
Closing for a period of two (2) years following the date on which the Convertible Debentures are converted in full. The
Buyer(s) shall be responsible only for its own representations, warranties, agreements and covenants hereunder. (j) Publicity. The Company and the Buyer(s) shall have the right to approve, before
issuance any press release or any other public statement with respect to the transactions contemplated hereby made by
any party; provided, however, that the Company shall be entitled, without the prior approval of the Buyer(s), to issue
any press release or other public disclosure with respect to such transactions required under applicable securities or
other laws or regulations (the Company shall use its best efforts to consult the Buyer(s) in connection with any such
press release or other public disclosure prior to its release and Buyer(s) shall be provided with a copy thereof upon
release thereof).  
 (k) Further Assurances. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated hereby. (l) Termination. In the event that the First Closing shall not have occurred with
respect to the Buyers on or before five (5) business days from the date hereof due to the Companys or the
Buyers failure to satisfy the conditions set forth in Sections 6 and 7 above (and the non-breaching partys
failure to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this
Agreement with respect to such breaching party at the close of business on such date without liability of any party to
any other party; provided, however, that if this Agreement is terminated by the Company pursuant to this Section 9(l),
the Company shall remain obligated to reimburse the Buyer(s) for the fees and expenses of Yorkville Advisors LLC
described in Section 4(g) above. (m) Brokerage. The Company represents that no broker, agent, finder or other party,
including officers, directors, employees, or affiliates of the Company (collectively, Broker) has
been retained by it in connection with the transactions contemplated hereby and that no fee or commission (in any form,
whether cash, notes, stock, warrants, or convertible securities) has been agreed by the Company, or will be paid by the
Company to any Broker for or on account of the transactions contemplated hereby. (n) No Strict Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be
applied against any party. [REMAINDER PAGE INTENTIONALLY LEFT BLANK]  
 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY:U.S. HELICOPTER CORPORATIONBy: /s/ George J. Mehm, Jr.Name: George J. Mehm, Jr.Title: Chief Financial Officer, Sr. Vice President and TreasurerBUYERS:CORNELL CAPITAL PARTNERS, L.P.By: Yorkville Advisors, LLCIts: Investment ManagerBy: /s/ Gerald EickeName: Gerald EickeIts: Managing Partner
  
 SCHEDULE I SCHEDULE OF BUYERS (1)
     (2)
     (3)
     (4)
     (5)
     (6)
     (7)
     (8)Buyer
     Subscription Amount
     Number ofWarrant Shares
     
     
     Legal RepresentativesAddress and FacsimileNumberFirst Closing
     
     
     First ClosingCornell Capital Partners, L.P.101 Hudson Street, Suite 3700Jersey City, NJ 07303Attention: Mark AngeloTelephone: (201) 985-8300Facsimile: (201) 985-8266Residence: Cayman Islands
     $500,000
     
     
     31,250 Shares @ $1.0026,042 Shares @ $1.2022,321 Shares @ $1.4019,531 Shares @ $1.60
     
     
     Troy Rillo, Esq.101 Hudson Street, Suite 3700Jersey City, New Jersey 07302 Telephone: (201) 985-8300Facsimile: (201) 985-8266