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Marketing Services Agreement - U.S. HELICOPTER CORP - 4-22-2005

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Marketing Services Agreement - U.S. HELICOPTER CORP - 4-22-2005 Powered By Docstoc
					                                                 Exhibit 10.32

                                              US HELICOPTER

                       MARKETING SERVICES AGREEMENT APRIL 15 2004

John Capozzi and Donal McSullivan terms: This document supercedes all previous agreements.

1) Services: Capozzi and McSullivan will function as marketing consultants to US Helicopter (working title) and
will assist the company in building its business plan, structuring a marketing plan, researching and securing
candidates to pre-purchase inventory, selection of board members, finalizing equipment leasing arrangements,
finalizing gate arrangements at major airports, working with the TSA, FAA, NY, NJ Port Authority and others to
secure favorable terms for the company and finding financial leads and commercial partners. The company
management and the company attorney will then meet with such financial leads and act to close either equity or
debt financing for the company.

2) Equity Distribution: John Capozzi (JMC) and Donal McSullivan (McSullivan), through their marketing efforts,
will identify financing sources for company management to negotiate and close with the goal of obtaining a
commitment for up to $10 Million in equity or debt funding for US Helicopter. Should the company receive such
a commitment for all or part of the funding required to then launch the business, the following will pertain:

- Cash - A commission of 10% of the debt or equity received from JMC/McSullivan sources will be paid to
JMC/McSullivan.

- Equity - In the event US Helicopter management decides to commence commercial operations with funding of
any amount received through JMC/McSullivan sources, regardless of the structure, then JMC/McSullivan will be
granted 29% of the stock in the company in compensation for all of the services identified above. Such 29% can
be diluted on the same terms and conditions as all other equity held by other founding shareholders in the
company.

3) JMC will provide the following additional Services:

- Introductions to key individuals who can assist USH going forward

- Serve as Advisory Board Member

- Board of Directors Member (Once D&O Insurance is in place)

- Work with USH on business aspects relating to funding, pre-sell marketing and other business partnerships

As a board member, JMC will be entitled to receive 2% equity in USH. Such 2%will not be diluted during the
original funding round.

4) Commuter Flights Pre-Sell Seats - JMC/McSullivan and sources will have the responsibility to Pre-Sell seats
on USH commuter flights at the beginning and end of each business day. Activities will include research, target
audience selection, marketing/sales activities and contract signing with customers
JMC/McSullivan will receive a commission on all seats sold by JMC/McSullivan and sources (based on USH
receiving certification) as follows:

- Commission - - JMC/McSullivan will receive a commission of 10% based on net revenue for Pre-Sold
Commuter Seats, sold by JMC/McSullivan

- JMC/McSullivan shall be eligible to receive a commission on future agreements signed with these accounts for a
period of three (3) years as long as JMC/McSullivan are servicing these accounts

- Payments to JMC/McSullivan by USH will take place on usage and will to be tied to USH first year cash flow,
however JMC/McSullivan would receive at a minimum 50% of earned commission in the first year and balance
50% paid in year two.

Scheduled Service Pre-Sell Seats - JMC/McSullivan and sources will undertake a marketing effort to Pre-Sell
seats on "all" Scheduled service flights.

- JMC and McSullivan will receive a commission of 10% on Pre-Sell seats sold by JMC/McSullivan prior to
startup of schedule service.

- Payment to JMC /McSullivan will be based on net ticket price and will be tied to USH cash flow however,
JMC would receive at a minimum 75% of commission in the first year and the balance 25% in year two

5) USH will enter into a Retainer Agreement with JMC for ongoing marketing and or public relations services (to
be agreed upon) that would start immediately after full funding is completed at a rate of

                $5,000 per month

                Agreed to: April 15 2004

                /s/ John Capozzi                         /s/ Jerry Murphy
                -------------------------------          ---------------------------------
                By: John Capozzi                         By: Jerry Murphy
                President                                Chief Executive Officer/President
                JMC                                      US Helicopter

                /s/ Donal McSullivan                     /s/ Gabe Roberts
                -------------------------------          ---------------------------------
                By: Donal McSullivan                     By: Gabe Roberts or Rue Reynolds
                                              EXHIBIT 10.33

                                     TEMPORARY AGREEMENT
                                      for Commercial Operations at
                                  SIKORSKY MEMORIAL AIRPORT
                                     STRATFORD, CONNECTICUT

                                           Commercial Operator

Name of Firm (Corporation, Company, Partnership, Individual)

                                        US Helicopter Corporation


         Present Address   Pier 6, East River           City/Town           New York
                        ------------------------                 ------------------------------

         State        New York             Zip    10004
              -----------------------         -------------

         Telephone Business   (203) 915-3231            Home (203) 679-0042
                           --------------------             ------------------




The business/operation described below will be conducted on the Airport at




                             DESCRIPTION OF BUSINESS/OPERATION

Base for completing FAR Part 135 certification up to 5-15 employees



List Equipment Possibly A109E



Number and Type of Employees 5-15

Long Term Agreement Required (more than 90 days)? [ ] Yes [X] No
                                        TERMS OF AGREEMENT

Length of Agreement from Sept. 2, 2004 to Month to Month
(not to exceed 90 days)

Service Fees to be paid to City of Bridgeport/Sikorsky Memorial Airport, describe below

$550.00 per month including utilities, phone to be proved by Tenant


Commercial Operator will provide insurance coverage naming the City of Bridgeport/Sikorsky Memorial Airport
held harmless.

IN WITNESS WHEREOF, the parties hereto set their hands this

                2nd       day of       September 2004
         -----------------      ------------------------------

                                                      CITY OF BRIDGEPORT

                                                        By: /s/ John K. Ricci
                                                           ------------------------------------
                                                                 John K. Ricci
                                                                 Airport Manager
         ATTEST:

         /s/ Annette P. Macaluso
         -------------------------------
             Annette P. Macaluso

                                                        By: /s/ Gabe Roberts
                                                           ------------------------------------
                                                                 Gabe Roberts
                                                                 US Helicopter Corp.

         ATTEST:

         /s/ Terence O. Dennison
         -------------------------------
                                                Exhibit 10.34

FORM G-SPACE PERMIT-DMH 9/03

            THIS PERMIT SHALL NOT BE BINDING UPON THE PORT AUTHORITY
              UNTIL DULY EXECUTED BY AN EXECUTIVE OFFICER THEREOF
                      AND DELIVERED TO THE PERMITTEE BY AN
                AUTHORIZED REPRESENTATIVE OF THE PORT AUTHORITY

                    THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY
                                   225 Park Avenue South
                                 New York, New York 10003

                               DOWNTOWN MANHATTAN HELIPORT
                                      SPACE PERMIT

The Port Authority of New York and New Jersey (herein called "the Port Authority") hereby grants to the
Permittee hereinafter named permission to use the space described below located in the terminal building at the
Downtown Manhattan Heliport (herein called "the Heliport") situated on East River Pier No. 6 in the Borough of
Manhattan, County, City and State of New York, for the purposes hereinafter specified and in accordance with
the Terms and Conditions and all other components hereof attached hereto and the Permittee agrees to pay the
fees hereinafter specified and to perform all other obligations imposed upon it in this Permit.

1. PERMIT NO: AX-776 DATED AS OF: December 1, 2004

2. PERMITTEE: US Helicopter Corporation a corporation of the State of Delaware

3. PERMITTEE'S ADDRESS: Sikorsky Memorial Airport Main Terminal, Second Floor 1000 Great Meadow
Road Stratford, CT 06615 Attn: Gabe Roberts

4. PERMITTEE'S REPRESENTATIVE: Jerry Murphy

5. SPACE: The area on the second floor of the terminal building shown in diagonal hatching and designated
Room 216 (hereinafter called "Area A") on "Exhibit A" attached hereto and hereby made a part hereof, the
aforementioned constituting non-residential real property.

6. PURPOSES: As set forth in Special Endorsement No. I.

7. FEES: As set forth in Special Endorsement No. 5.

8. EFFECTIVE DATE: December 1, 2004, subject to the provisions of Section 1 of the Terms and Conditions
hereof.

9. EXPIRATION DATE: November 30, 2007, unless sooner revoked or terminated as provided in the Permit.

10. ENDORSEMENTS ANNEXED AT TIME OF ISSUANCE: 23.1, Specials

             THE PORT AUTHORITY OF
             NEW YORK AND NEW JERSEY                        US HELICOPTER CORPORATION
                                                            ----------------------------
                                                              Permittee

             By _________________________________           By    /s/ George J. Mehm, Jr
                                                                  ----------------------------
                                                                  GEORGE J. MEHM, JR




              (Title)_____________________________           (Title)   Senior Vice President,
                                                                       Chief Financial Officer
and Treasurer
                                          TERMS AND CONDITIONS

1. If for any reason whatsoever, whether due to occupancy or use of any portion of the Space by another party
or otherwise, the Port Authority does not make the Space available to the Permittee by the Effective Date of the
Permit, the Effective Date shall be that subsequent date on which the Port Authority makes the Space available
by giving five days' notice thereof to the Permittee and the Port Authority shall not incur any liability to the
Permittee and the Permittee shall not be entitled to any allowance or recompense on account of such delayed
availability, but if any delay in making the Space available to the Permittee shall continue for more than sixty days
beyond the Effective Date specified on the face of the Permit, the Permit shall be deemed of no further force and
effect without the need for notice by either party or the execution of any further instrument and each party shall be
deemed released from all liability to the other hereunder.

2. The Permittee understands and acknowledges that the Heliport is not and is likely not to be open for regular
flight operations on a daily, around-the-clock basis and that use of the Space shall not be available to it and it
shall not have access to the Space when the Heliport is closed thereto. Accordingly the Permittee agrees that it
may use and have access to the Space only during such times as the Heliport is open for regular flight operations
and not otherwise, the schedule for same to be established by the Port Authority from time to time in its sole
discretion. It is expected that the Heliport initially will be open for regular flight operations 7:00 a.m. to 7:00 p.m.,
Monday through Friday exclusive of holidays, the same being subject to change at any time and from time to time
within the complete discretion of the Port Authority upon at least five days' written notice to the Permittee except
where emergency conditions do not permit such notice.

3. (a) The Port Authority shall have no responsibility to secure the Space or to provide surveillance over same or
any security device or system with respect thereto. The Permittee shall assume the risk of theft, loss, damage or
destruction to any property of the Permittee and that over which it has custody or control or with respect to
which it is obligated hereunder or otherwise, and the Permittee hereby releases the Port Authority therefrom.

(b) The Permittee shall fully indemnify and hold harmless the Port Authority and its Commissioners, officers,
representatives and employees from and against all damages, demands, claims and suits, just or unjust, of third
persons (including but not limited to employees, officers and agents of the Port Authority or the Permittee) arising
out of, in connection with, or relating to the Permittee's use of the Space pursuant to the privileges granted by this
Permit, including but not limited to the use of the Heliport itself or any lands or property in proximity thereto, or in
connection with any default or action or omission by the Permittee under this Permit, or any violation of any law,
rule, statute or ordinance by the Permittee, and for all expenses incurred by it and by them in the defense,
settlement or satisfaction thereof, including without limitation thereto, claims and demands for death, for personal
injury or for property damage, direct or

Terms and Conditions

                                                            1
consequential, whether they arise from the acts or omissions of the Permittee, the Port Authority or of other third
persons, including claims and demands of the City of New York against the Port Authority pursuant to the
provisions of the Basic Lease whereby the Port Authority has agreed to indemnify the City.

(c) The Permittee shall take good care of the Space and promptly replace, repair and rebuild all or any or part of
the Heliport, or any property of the Port Authority located thereon which may be damaged or destroyed by the
Permittee's operations hereunder, or by those of its officers, employees or agents provided, however, that if the
Port Authority elects by notice to the Permittee to perform or has performed said repair, replacement or
rebuilding, the Permittee shall pay the cost thereof to the Port Authority upon demand. No such replacement,
repair or rebuilding shall be performed without the prior written consent of the Port Authority.

(d) In the event of any injury or death to any person at the Heliport or in proximity thereto when caused by the
Permittee's operations, or damage to any property at the Heliport or in proximity thereto when caused by the
Permittee's operations, the Permittee shall immediately notify the Port Authority and promptly thereafter furnish to
the Port Authority copies of all reports given to the Permittee's insurance carrier.

4. The Permittee shall promptly comply with all directions, procedures and orders given from time to time and at
any time by the Manager of Port Authority Heliports with respect to the exercise of the privileges granted
hereunder. The Port Authority may at any time and from time to time withdraw or modify any of the said
directions, procedures and orders. Without limiting the generality of the foregoing, the Permittee shall have the
right to utilize in its operations, hereunder solely those means of ingress and egress to and from the Space and
those portions of the Heliport to which it is afforded access for the conduct of its business as may be directed
from time to time by the Manager of Heliport who also shall have the right to prescribe the type of material,
carriers or handcarts which will be permitted to be used on the Heliport to the exclusion of all other types.

5. Without limiting any other provisions of this Permit and notwithstanding any use of the word "occupancy"
herein, it is specifically understood and agreed that no landlord-tenant relationship is or shall be deemed created
by this Permit, and that the Permittee shall not have or be deemed to have been given any right of occupancy (as
distinguished from use) of the Space or the Heliport.

6. The Permittee agrees that all references to the Heliport in press releases, advertisements and schedules shall
refer to the Heliport as "THE DOWNTOWN MANHATTAN HELIPORT".

7. The words "permission" and "privilege" are used interchangeably in this Permit.

8. (a) The Permittee, in its own name as insured and with the Port Authority included as an additional insured,
shall obtain, maintain in effect and pay the premiums during the effective period of the permission granted
hereunder policies of commercial general liability and automobile general liability insurance. Each of such policies
of commercial general liability insurance and automobile general liability insurance shall provide a combined single
limit of at

Terms and Conditions

                                                         2
least $2,000,000 and $2,000,000, respectively, covering property damage and bodily injury, including death, per
occurrence. The said policies of insurance shall also provide or contain a contractual liability endorsement
covering the obligations assumed by the Permittee under paragraph (b) of Section 3 hereof, none of the foregoing
to contain any care, custody or control exclusions or any exclusion for bodily injury to or sickness, disease or
death of any employee of the Permittee which would conflict with or in any way impair coverage on the
contractual liability endorsement. The automobile liability policy shall cover owned, non-owned and hired vehicles
with automatic coverage of newly-acquired vehicles.

(b) The said policies of insurance shall provide or contain an endorsement providing that the protections afforded
the Permittee thereunder with respect to any claim or action against the Permittee by a third person shall pertain
and apply with like effect with respect to any claim or action against the Permittee by the Port Authority, but such
endorsement shall not limit, vary, change, or affect the protections afforded the Port Authority thereunder as an
additional insured. In addition, the insurance required hereunder shall provide or contain an endorsement
providing that the protections afforded the Port Authority thereunder with respect to any claim or action against
the Port Authority by the Permittee shall be the same as the protections afforded the Permittee thereunder with
respect to any claim or action against the Permittee by a third person as if the Port Authority were the named
insured thereunder. Notwithstanding the minimum limits set forth herein it is specifically understood and agreed
that the Port Authority shall have the right upon notice to the Permittee given from time to time and at any time to
require the Permittee to increase any or all of the said limits and the Permittee shall promptly comply therewith
and submit a satisfactory certificate or certificates evidencing the same to the Port Authority.

(c) Certified copies of the above policies or a certificate or certificates evidencing the existence thereof or binders
shall be delivered to the Port Authority within ten (10) days after the execution of this Permit. In the event any
binder is delivered, it shall be replaced within thirty (30) days by a certified copy of the policy or certificate. Such
copies, certificate, certificates or binders shall contain a valid provision or endorsement that the policy or policies
may not be cancelled, terminated, changed or modified without giving thirty (30) days' written notice thereof to
the Port Authority. A renewal policy shall be delivered to the Port Authority at least fifteen (15) days prior to the
expiration date of each expiring policy, except for any policy expiring after the date of expiration of the effective
period of this Permit, as the same may from time to time be extended. Each certified copy of the foregoing
required policies of insurance or each certificate thereof shall contain an additional endorsement providing that the
insurance carrier shall not, without obtaining express advance permission from the General Counsel of the Port
Authority, raise any defense involving in any way the jurisdiction of the tribunal over the person of the Port
Authority, the immunity of the Port Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority, or the provisions of any statutes respecting suits against the Port Authority. If at any
time any of the policies shall be or become unsatisfactory to the Port Authority as to form or substance or if the
companies issuing such policies shall be or become unsatisfactory to the Port Authority, the Permittee shall
promptly obtain a new and satisfactory policy in replacement and submit a true and complete copy of same to the
Port Authority.

Terms and Conditions

                                                           3
9. For the purpose of this Permit, a default by the Permittee in keeping, performing or observing any promise,
term, obligation or agreement set forth herein on the part of the Permittee to be kept, performed or observed
shall be deemed to have occurred and include the following, whether or not the time has yet arrived for the
keeping, performance or observance of any such promise, obligation, term or agreement and whether or not such
promise, obligation, term or agreement is part of this Permit or any other permit, lease or other agreement to
which the Permittee is a party with respect to the Heliport (herein called "Other Agreement"): a statement by the
Permittee to any representative of the Port Authority indicating that it cannot or will not keep, perform or observe
any one or more of its promises, obligations, terms or agreements under this Permit or Other Agreement; any act
or omission of the Permittee or any other occurrence which makes it improbable at the time that it will be able to
keep, perform or observe any one or more of its promises, terms, obligations or agreements under this Permit or
Other Agreement; any suspension of or failure to proceed with any part of the operations to be conducted by the
Permittee which makes it improbable at the time that it will be able to keep, perform or observe any one or more
of its promises, obligations, terms or agreements under this Permit or Other Agreement and any default under or
breach of said Other Agreement.

10. (a) It is hereby expressly understood by the Permittee that the Port Authority does not and shall not be
deemed to have made any representations or assurances to the Permittee as to the adequacy of the Space and
facilities being made available to the Permittee. The Permittee hereby assumes all risks, exposures, delays and
inconveniences resulting from the foregoing or from any other cause or condition whatsoever.

(b) The Permittee accepts the Space in an "as is" condition and expressly and knowingly waives any and all
claims that the Space and the Heliport and each and every part thereof, are not or at the time of the
commencement of or during the period of permission hereof were not, in suitable repair or condition for use
under this Permit.

(c) The Permittee shall not at any time make any claim against the Port Authority by way of reduction, offset,
counterclaim, charge, or otherwise, for damage arising from or consequent upon any repairs that the Port
Authority or others, including the Permittee may do or cause to be done pursuant to the provisions of this Permit
or in consequence of the use of the Space by the Permittee or otherwise.

11. (a) Any property of the Permittee placed on or kept at the Space by virtue of this Permit shall be removed on
or before the expiration or earlier revocation or termination of the permission hereby granted. If the Permittee
shall have installed any fence, gate, door or other means of security on or about, or made any alterations of, the
Space without the express written consent of the Port Authority, the Port Authority reserves the right at any time
to require the Permittee immediately to remove, all or part of the same as directed by the Manager of the Heliport
and to restore the Space to its condition and appearance as of the Effective Date of the Permit. If the Permittee
shall have made any installations or alterations with the consent of the Port Authority, the Port Authority shall
nonetheless have the right to compel the Permittee to remove all or part of the same as so directed by the
Manager of the Heliport and to effect such restoration as aforesaid by the expiration or earlier termination of the
Permit if notice directing such removal/restoration is given prior thereto but, if such notice is given at or within
ninety

Terms and Conditions

                                                         4
days after such expiration or earlier termination, then to effect same promptly after the giving of same.

(b) If the Permittee shall so fail to remove such property, installation or alteration and make such restoration upon
the expiration or earlier revocation or termination hereof, the Port Authority may at its option, as agent for the
Permittee and at the risk and expense of the Permittee, remove such installation or alteration, in whole or in part,
and make such restoration, remove such property to a public warehouse or retain the same in its own possession
and in either event after the expiration of thirty days may sell the same at public auction; the proceeds of any such
sale shall be applied first to the expenses of removal, sale and storage, second to any sums owed by the
Permittee to the Port Authority; any balance remaining shall be paid to the Permittee. Any excess of the total cost
of removal, restoration, storage and sale over the proceeds of sale shall be paid by the Permittee to the Port
Authority upon demand.

12. Upon execution of this Permit by the Permittee, the Permittee shall pay to the Port Authority all unpaid fees
and other monies due and payable under the Permit as of the date of such execution.

13. The permission hereby granted shall take effect upon the Effective Date hereinbefore set forth.
Notwithstanding any other term or condition hereof, it may be revoked without cause, upon thirty days' written
notice, by the Port Authority or terminated without cause, upon thirty days' written notice by the Permittee,
provided, however, that it may be revoked on twenty-four hours' notice if the Permittee shall fail to keep,
perform and observe each and every promise, agreement, condition, term and provision contained in this Permit
or Other Agreement, including but not limited to the obligation to pay fees, rents or other charges. Unless sooner
revoked or terminated, such permission shall expire in any event upon the Expiration Date hereinbefore set forth.
Revocation or termination shall not relieve the Permittee of any liabilities or obligations hereunder which shall have
accrued on or prior to the effective date of revocation or termination.

14. Notwithstanding any other provisions of this Permit, the permission hereby granted shall in any event
terminate with the expiration or termination of the lease of The Downtown Manhattan Heliport from The City of
New York (herein sometimes called "the City") to the Port Authority under the agreement between the City and
the Port Authority made March 1, 1986, as the same from time to time may have been or may be supplemented
or amended (herein referred to as "the Basic Lease"). No greater rights or privileges are hereby granted to the
Permittee than the Port Authority has power to grant under the Basic Lease.

15. The rights granted hereby shall be exercised by the Permittee acting only through the medium of its officers
and employees, and the Permittee shall not, without the written approval of the Port Authority, exercise such
rights through the medium of any other person, corporation or legal entity. The Permittee shall not assign or
transfer this Permit or any of the rights granted hereby.

16. This Permit does not constitute the Permittee the agent or representative of the Port Authority for any
purpose whatsoever.

Terms and Conditions

                                                          5
17. The operations of the Permittee, its employees, invitees and those doing business with it shall be conducted in
an orderly and proper manner and so as not to annoy, disturb or be offensive to others at the Heliport. The Port
Authority shall have the right to object to the Permittee as to the demeanor, conduct and appearance of the
Permittee's employees, invitees and those doing business with it, whereupon the Permittee will take all steps
necessary to remove the cause of the objection.

18. In the use of the aircraft ramp areas, vehicle loading/unloading area, if and to the extent available, driveways,
corridors, hallways, stairs and other common areas and facilities of the Heliport as a means of ingress and egress
to, from and about the Space and the various parts of the Heliport and the public street or way and otherwise for
the purposes for which they were designed and also in the use of portions of the Heliport to which the general
public is admitted, the Permittee shall conform (and shall require its employees, invitees and others doing business
with it to conform) to the Rules and Regulations of the Port Authority which are now in effect or which may
hereafter be adopted for the safe and efficient operation of the Heliport.

19. The Permittee, its employees, invitees and others doing business with it shall have no right hereunder to park
vehicles at the Heliport unless specifically provided by a separate permit and then only in accordance therewith.

20. Without limiting the generality of the terms and conditions of Paragraph
(a) of Section 3 hereof, the Permittee further covenants and agrees that neither the City nor the Port Authority
shall be liable for any damage, injury, or liability that may be sustained by the Permittee or any other person
whatsoever, arising from or out of the Permittee's use of the Heliport, including but not limited to damage by the
elements, leakage, obstruction, or other defect of water pipes, gas pipes, sprinkler system, soil pipes, ramp area
fire-fighting system, electric apparatus, other leakage in or about the Heliport or the operation of such sprinkler or
fire-fighting system, or the condition of the Heliport or any part thereof; and the Permittee hereby expressly
releases and discharges the Port Authority and the City from any and all demands, claims, actions and causes of
action arising from any of the aforesaid.

21. The Permittee represents that it is the owner of or fully authorized to use or sell any and all services,
processes, machines, articles, marks, names or slogans used or sold by it in its operations under or in any wise
connected with this Permit. Without in any wise limiting its obligations under Section 3 hereof the Permittee
agrees to indemnify and hold harmless the Port Authority, its Commissioners, officers, employees, agents and
representatives of and from any loss, liability, expense, suit or claim for damage in connection with any actual or
alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition
or other similar claim arising out of the operations of the Permittee under or in any wise connected with this
Permit.

22. The Port Authority shall have the right at any time and as often as it may consider it necessary to inspect the
Space and equipment of the Permittee, any services being rendered, and any activities or operations of the
Permittee hereunder. Upon request of the Port Authority, the Permittee shall operate or demonstrate any process
or other activity being carried on by the Permittee hereunder. Upon notification by the Port Authority of any
deficiency in any

Terms and Conditions

                                                          6
equipment, the Permittee shall immediately make good the deficiency or withdraw the piece of equipment from
service, and provide a satisfactory substitute.

23. No signs, posters or similar devices shall be erected, displayed or maintained by the Permittee in view of the
general public or any permittee or occupant of other space at the Heliport without the written approval of the
Manager of the Heliport; and any not approved by him may be removed by the Port Authority at the expense of
the Permittee.

24. The Permittee's Representative, hereinbefore specified, (or such substitute as the Permittee may hereafter
designate in writing) shall have full authority to act for the Permittee in connection with this Permit and any things
done or to be done hereunder, and to execute on the Permittee's behalf any amendments or supplements to this
Permit or any extension thereof and to give and receive notices hereunder.

25. As used herein:

(a) The term "Executive Director" shall mean the person or persons from time to time designated by the Port
Authority to exercise the powers and functions vested in the Executive Director by this Permit; but until further
notice from the Port Authority to the Permittee it shall mean the Executive Director of the Port Authority for the
time being or his duly designated representative or representatives.

(b) "The Downtown Manhattan Heliport", "Heliport" or "Facility" shall mean the lands under water and the
structures and improvements thereon in the Borough of Manhattan, City, County and State of New York, which
are shown in stipple upon the Exhibit A attached to the Basic Lease.

(c) The terms "Manager of the Heliport" or "Manager of Port Authority Heliport" shall mean the person or
persons from time to time designated by the Port Authority to exercise the powers and functions vested in the
Manager by this Permit; but until further notice from the Port Authority to the Permittee it shall mean the Manager
for temporary or Acting Manager) of Port Authority Heliports for the time being, or his duly designated
representative or representatives.

26. A bill or statement may be rendered or any notice or communication which the Port Authority may desire to
give the Permittee shall be deemed sufficiently rendered or given if the same be in writing and sent by certified or
registered mail addressed to the Permittee at the address specified on the first page hereof or at the latest address
that the Permittee may substitute therefor by notice to the Port Authority, or left at such address, or delivered to
the Permittee's Representative, and the time of rendition of such bill or statement and of the giving of such notice
or communication shall be deemed to be the time when the same is mailed, left or delivered as herein provided.
Any notice from the Permittee to the Port Authority shall be validly given if sent by certified or registered mail
addressed to the Executive Director of the Port Authority at 225 Park Avenue South, New York, NY 10003 or
at such other address as the Port Authority shall hereafter designate by notice to the Permittee.

Terms and Conditions

                                                           7
27. The Permittee agrees to be bound by and comply with the provisions of all endorsements, if any, annexed to
the Permit at the time of issuance.

28. If the Permittee should fail to pay any amount required under this Permit when due to the Port Authority,
including without limitation any payment of any fixed or variable fee or any payment of utility or other charges, or
if any such amount is found to be due as the result of an audit, then, in such event, the Port Authority may impose
(by statement, bill or otherwise) a late charge with respect to each such unpaid amount or each late charge period
(hereinbelow described) during the entirety of which such amount remains unpaid, each such late charge not to
exceed an amount equal to eight-tenths of one percent of such unpaid amount for each late charge period. There
shall be twenty-four late charge periods on a calendar year basis; each late charge period shall be for a period of
at least fifteen (15) calendar days except one late charge period each calendar year may be for a period of less
than fifteen (but not less than thirteen) calendar days. Without limiting the generality of the foregoing, late charge
periods in the case of amounts found to have been owing to the Port Authority as the result of Port Authority
audit findings shall consist of each late charge period following the date the unpaid amount should have been paid
under this Permit. Each late charge shall be payable immediately upon demand made at any time therefor by the
Port Authority. No acceptance by the Port Authority of payment of any unpaid amount or of any unpaid late
charge amount shall be deemed a waiver of the right of the Port Authority to payment of any late charge or late
charges payable under the provisions of this Section with respect to such unpaid amount. Nothing in this Section
is intended to, or shall be deemed to, affect, alter, modify or diminish in any way (i) any rights of the Port
Authority under this Permit, including without limitation the Port Authority's rights set forth in Section 13 of these
Terms and Conditions or (ii) any obligations of the Permittee under this Permit. In the event that any late charge
imposed pursuant to this Section shall exceed a legal maximum applicable to such late charge, then, in such event,
each such late charge payable under this Permit shall be payable instead at such legal maximum.

29. (a) Without limiting the generality of any of the provisions of this Permit, the Permittee, for itself, its
successors in interest and assigns, as a part of the consideration hereof, does hereby agree that (1) no person on
the grounds of race, creed, color, national origin or sex shall be excluded from participation in, denied, the
benefits of, or be otherwise subject to discrimination in the use of any Space and the exercise of any privileges
under this Permit, (2) that in the construction of any improvements on, over, or under any Space under this Permit
and the furnishing of services thereon by it, no person on the grounds of race, creed, color, national origin or sex
shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, (3) that
the Permittee shall use any Space and exercise any privileges under this Permit in compliance with all other
requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, the Department of Transportation-Effectuation of Title VI of the Civil Rights
Act of 1964, and as said Regulations may be amended, and any other present or future laws, rules, regulations,
orders or directions of the United States of America with respect thereto which from time to time may be
applicable to the Permittee's operations thereat, whether by reason of agreement between the Port Authority and
the United States Government or otherwise.

Terms and Conditions

                                                          8
(b) The Permittee shall include the provisions of paragraph (a) of this
Section in every agreement or concession it may make pursuant to which any person or persons, other than the
Permittee, operates any facility at the Heliport providing services to the public and shall also include therein a
provision granting the Port Authority a right to take such action as the United States may direct to enforce such
provisions.

(c) The Permittee's noncompliance with the provisions of this Section shall constitute a material breach of this
Permit. In the event of the breach by the Permittee of any of the above non-discrimination provisions, the Port
Authority may take appropriate action to enforce compliance or by giving twenty-four (24) hours' notice, may
revoke this Permit and the permission hereunder; or may pursue such other remedies as may be provided by law;
and as to any or all of the foregoing, the Port Authority may take such action as the United States may direct.

(d) The Permittee shall indemnify and hold harmless the Port Authority from any claims and demands of third
persons including the United States of America resulting from the Permittee's noncompliance with any of the
provisions of this Section and the Permittee shall reimburse the Port Authority for any loss or expense incurred by
reason of such noncompliance.

(e) Nothing contained in this Section shall grant or shall be deemed to grant to the Permittee the right to transfer
or assign this Permit, to make any agreement or concession of the type mentioned in paragraph (b) hereof, or any
right to perform any construction on the Space under the Permit.

30. The Permittee assures that it will undertake an affirmative action program as required by 14 CFR Part 152,
Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded
from participating in any employment activities covered in 14 CFR Part 152, Subpart E. The Permittee assures
that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any
program or activity covered by this subpart. The Permittee assures that it will require that its covered
suborganizations provide assurances to the Permittee that they similarly will undertake affirmative action programs
and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to
the same effect.

31. The Permittee shall observe and obey (and compel its officers, employees, guests, invitees, and those doing
business with it, to observe and obey) the Rules and Regulations of the Port Authority now in effect, and such
further reasonable Rules and Regulations which may from time to time during the effective period of this Permit,
be promulgated by the Port Authority for reasons of safety, health, preservation of property or maintenance of a
good and orderly appearance of the Heliport. The Port Authority agrees that except in the case of an emergency
it shall give notice to the Permittee of every Rule and Regulation hereafter adopted by it at least five days before
the Permittee shall be required to comply therewith.

32. The Permittee shall provide (unless the Port Authority shall elect to do so in which case the cost thereof shall
be paid by the Permittee to the Port Authority on demand) and its employees shall conspicuously wear or carry
and produce on demand badges or other suitable

Terms and Conditions

                                                         9
means of identification. The badges or means of identification shall be as required by the Manager of the Heliport.
The Manager of the Heliport shall have the right to impose a charge of up to $50 for each replacement of a lost
or damaged badge or means of identification which sum shall be payable to the Port Authority at the time of such
replacement.

33. (a) The Permittee shall procure all licenses, certificates, permits or other authorization from all governmental
authorities, if any, having jurisdiction over the Permittee's operations at the Heliport which may be necessary for
the Permittee's operations thereat.

(b) The Permittee shall pay all taxes, license, certification, permit and examination fees and excises which may be
assessed, levied, exacted or imposed on its property or operations at the Heliport or on the gross receipts or
income therefrom, and shall make all applications, reports and returns required in connection therewith.

(c) The Permittee shall promptly observe, comply with and execute the provisions of any and all present and
future governmental laws, rules, regulations, requirements, orders and directions which may pertain or apply to
the Permittee's operations at the Heliport.

(d) The Permittee's obligations to comply with governmental requirements are provided herein for the purpose of
assuring proper safeguards for the protection of persons and property at the Heliport and are not to be construed
as a submission by the Port Authority to the application to itself of such requirements or any of them.

34. (a) The Permittee shall promptly observe, comply with and execute the provisions of any and all present and
future rules and regulations, requirements, orders and directions of the National Board of Fire Underwriters and
The Fire Insurance Rating Organization of New York, and any other body organization exercising similar
functions which may pertain or apply to the Permittee's operations hereunder. If by reason of the Permittee's
failure to comply with the provisions of this Section, any fire insurance, extended coverage or rental insurance rate
on the Heliport or any part thereof or upon the contents of any building thereon shall at any time be higher than it
otherwise would be, then the Permittee shall on demand pay the Port Authority that part of all fire insurance
premiums paid or payable by the Port Authority which shall have been charged because of such violation by the
Permittee.

(b) the Permittee shall not do or permit to be done any act which

(i) will invalidate or be in conflict with any fire insurance policies covering the Heliport or any part thereof or upon
the contents of any building thereon, or

(ii) will increase the rate of any fire insurance, extended coverage or rental insurance on the Heliport or any part
thereof or upon the contents of any building thereon, or

(iii) in the opinion of the Port Authority will constitute a hazardous condition, so as to increase the risks normally
attendant upon the operations contemplated by this Permit, or

Terms and Conditions

                                                          10
(iv) may cause or produce upon the Heliport any unusual noxious or objectionable smokes, gases, vapors or
odors, or

(v) may interfere with the effectiveness or accessibility of the drainage and sewerage system, fire protection
system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed or located or to be installed or
located in or on the Heliport, or

(vi) shall constitute a nuisance in or on the Heliport or which may result in the creation, commission or
maintenance of a nuisance in or on the Heliport.

(c) For the purpose of this Section 34 "Heliport" includes all structures located thereon.

35. If any type of strike or other labor activity is directed against the Permittee at the Heliport or against any
operations pursuant to this Permit resulting in picketing or a boycott for a period of at least forty-eight (48) hours
which, in the opinion of the Port Authority, adversely affects or is likely adversely to affect the operation of the
Heliport or the operations of other permittees, lessees or licensees thereat, whether or not the same is due to the
fault of the Permittee, and whether caused by the employees of the Permittee or by others, the Port Authority
may at any time during the continuance thereof, by twenty-four (24) hours' notice, revoke this Permit effective at
the time specified in the notice. Revocation shall not relieve the Permittee of any liabilities or obligations hereunder
which shall have accrued on or prior to the effective date revocation.

36. Except as hereinafter provided in this Section 36, the Port Authority shall, without additional charge, furnish
the following to the Permittee in the Space:

(a) Heat, to an even and comfortable working temperature during the months of November to April, inclusive;
and

(b) Electricity for illumination only by which is meant the energizing of incandescent and fluorescent bulbs (to be
supplied by the Permittee) through existing wires, conduits and outlets, if any.

The Port Authority shall also, without additional charge, furnish non-exclusive toilet and washroom facilities for
the employees of the Permittee.

The Permittee shall pay the Port Authority upon demand the actual cost of extermination service, if any, provided
by the Port Authority in the Space. This paragraph does not impose an obligation on the Port Authority to furnish
such service.

The Port Authority shall be under no obligation to furnish any of the above services if and to the extent and during
any period that the furnishing of any such services or the use of any component necessary therefor shall be
prohibited or rationed by any federal, state or municipal

Terms and Conditions

                                                          11
law, rule, regulation, requirement, order or direction and if the Port Authority deems it in the public interest to
comply therewith, even though such law, rule, regulation, requirement, order or direction may not be mandatory
on the Port Authority as a public agency.

Any failure, delay or interruption, including without limitation thereto any failure, delay or interruption under the
preceding paragraph of this Section, in supplying agreed services (whether or not a separate charge is made
therefor) shall not relieve the Permittee of any obligations hereunder and (unless resulting from the willful
affirmative acts of the Port Authority and continuing for a period of five days after notice to the Port Authority)
shall not be grounds for any claim by the Permittee for damages, consequential or otherwise.

37. Neither the Commissions of the Port Authority nor any of them, nor any officer, agent or employee thereof
shall be charged personally by the Permittee with any liability, or held personally liable to it, under any term or
provision of this Permit, or because of its execution or attempted execution, or because of any breach or alleged
or attempted breach hereof or otherwise.

38. The Permittee shall not make any alterations to or of the Space, including any installation therein affixed
thereto, or use any electrical equipment or device therein, except with the prior written express consent of the
Port Authority and then subject to and in accordance with the terms and conditions imposed by any such
consent.

39. This Permit, including the attached endorsement(s), if any, constitutes the entire agreement of the Port
Authority and the Permittee on the subject matter hereof. The Permit may not be changed, modified, discharged
or extended, except by written instrument duly executed on behalf of the Port Authority and the Permittee. The
Permittee agrees that no representations or warranties shall be binding upon the Port Authority unless expressed
in writing herein.

Terms and Conditions

                                                          12
(a) Upon the execution of this Permit by the Permittee and delivery thereof to the Port Authority, the Permittee
shall deposit with the Port Authority (and shall keep deposited throughout the effective period of the permission
under this Permit) the sum of Three Thousand Three Hundred Dollars and No Cents ($3,300.00) either in cash,
or bonds of the United States of America, or of the State of New Jersey, or of the State of New York, or of the
Port Authority of New York and New Jersey, having a market value of that amount, as security for the full,
faithful and prompt performance of and compliance with, on the part of the Permittee, all of the terms, provisions,
covenants and conditions of this Permit on its part to be fulfilled, kept, performed or observed. Bonds qualifying
for deposit hereunder shall be in bearer form but if bonds of that issue were offered only in registered form, then
the Permittee may deposit such bonds or bonds in registered form, provided, however, that the Port Authority
shall be under no obligation to accept such deposit of a bond in registered form unless such bond has been re-
registered in the name of the Port Authority (the expense of such re-registration to be borne by the Permittee) in a
manner satisfactory to the Port Authority. The Permittee may request the Port Authority to accept a registered
bond in the Permittee's name and if acceptable to the Port Authority the Permittee shall deposit such bond
together with an irrevocable bond power (and such other instruments or other documents as the Port Authority
may require) in form and substance satisfactory to the Port Authority. In the event the deposit is returned to the
Permittee any expenses incurred by the Port Authority in re-registering a bond to the name of the Permittee shall
be borne by the Permittee. In addition to any and all other remedies available to it, the Port Authority shall have
the right, at its option, at any time and from time to time, with or without notice, to use the deposit or any part
thereof in whole or partial satisfaction of any of its claims or demands against the Permittee. There shall be no
obligation on the Port Authority to exercise such right and neither the existence of such right nor the holding of the
deposit itself shall cure any default or breach of this Agreement on the part of the Permittee. With respect to any
bonds deposited by the Permittee, the Port Authority shall have the right, in order to satisfy any of its claims or
demands against the Permittee, to sell the same in whole or in part, at any time, and from time to time, with or
without prior notice at public or private sale, all as determined by the Port Authority, together with the right to
purchase the same at such sale free of all claims, equities or rights of redemption of the Permittee. The Permittee
hereby waives all right to participate therein and all right to prior notice or demand of the amount or amounts of
the claims or demands of the Port Authority against the Permittee. The proceeds of every such sale shall be
applied by the Port Authority first to the costs and expenses of the sale (including but not limited to advertising or
commission expenses) and then to the amounts due the Port Authority from the Permittee. Any balance remaining
shall be retained in cash toward bringing the deposit to the sum specified above. In the event that the Port
Authority shall at any time or times so use the deposit, or any part thereof, or if bonds shall have been deposited
and the market value thereof shall have declined below the above-mentioned amount, the Permittee shall,

Standard Endorsement No. 23.1 (Page 1)
SECURITY DEPOSIT
All Facilities
6/12/87
on demand of the Port Authority and within two (2) days thereafter, deposit with the Port Authority additional
cash or bonds so as to maintain the deposit at all times to the full amount above stated, and such additional
deposits shall be subject to all the conditions of this Standard Endorsement. After the expiration or earlier
revocation or termination of the effective period of the permission under this Permit, and upon condition that the
Permittee shall then be in no wise in default under any part of this Permit, and upon written request therefor by the
Permittee, the Port Authority will return the deposit to the Permittee less the amount of any and all unpaid claims
and demands (including estimated damages) of the Port Authority by reason of any default or breach by the
Permittee of this Permit or any part thereof. The Permittee agrees that it will not assign or encumber the deposit.
The Permittee may collect or receive any interest or income earned on bonds and interest paid on cash deposited
in interest-bearing bank accounts, less any part thereof or amount which the Port Authority is or may hereafter be
entitled or authorized by law to retain or to charge in connection therewith, whether as or in lieu of an
administrative expense, or custodial charge, or otherwise; provided, however, that the Port Authority shall not be
obligated by this provision to place or to keep cash deposited hereunder in interest-bearing bank accounts.

Standard Endorsement No. 23.1 (Page 2)
SECURITY DEPOSIT
All Facilities
6/12/87
                                         SPECIAL ENDORSEMENTS

1. The Area A shall be used by the Permittee in connection with its business of conducting scheduled helicopter
service between the Heliport and John F. Kennedy International Airport, Newark Liberty International Airport
and LaGuardia Airport and for no other use or purpose whatsoever.

2. Omitted

3. It is understood that the purposes and privileges granted in Special Endorsements Nos. 1 and 2 are non-
exclusive and shall not be construed to prevent or limit the granting of similar privileges at the Heliport to another
or others, and neither the granting to others of rights and privileges granted hereunder nor the existence of
agreements by which similar rights and privileges have been previously granted to others shall constitute or be
construed to constitute a violation or breach of the permission herein granted.

4. Omitted

5. The Permittee shall pay to the Port Authority an Area A Fee in the amount of Seven Hundred Eighty-one
Dollars and Thirty-three Cents ($781.33) per month payable in advance on December 1, 2004 and on the first
day of each and every calendar month thereafter during the period of permission granted under the Permit. (g)

All payments hereunder are to be made to The Port Authority of New York and New Jersey, P. 0. Box 95000-
1517, Philadelphia, Pennsylvania 19195-1517, or via the following wire transfer instructions (for basic fees):

Bank: Commerce Bank
Bank ABA Number: 026013673

or to such other address as may hereafter be substituted therefor by the Port Authority from time to time, by
notice to the Permittee.

If the permission granted hereunder becomes effective on a date other than the first day of a calendar month or
expires or is revoked or terminated on a date other than the last day of a calendar month, the fee payable for the
part of the month during which the permission is in effect shall be computed by prorating the monthly fee on a
daily basis, using the exact number of days in the month involved.

6. The Port Authority shall have the right at any time and as often as it may consider necessary to inspect the
activities and operations of the Permittee hereunder. Upon request of the Port Authority, the Permittee shall
demonstrate any activity being carried on by the Permittee hereunder.

7. Omitted

US Helicopter Corporation - AX-776

                                                           1
                                         SPECIAL ENDORSEMENTS

8. (a) The Permittee hereby certifies that its Federal Tax Identification Number is 27-0096927 for the purposes
of Standard Endorsement No. 23.1.

(b) The Permittee acknowledges and agrees that the Port Authority reserves the right, at its sole discretion, to
adjust at any time and from time to time upon fifteen (15) days notice to the Permittee, the security deposit
amount as set forth in paragraph (a) of Standard Endorsement No. 23.1. Not later than the effective date set
forth in said notice the Permittee shall deposit with the Port Authority the new security deposit amount as set forth
in said notice which new amount shall thereafter constitute the security deposit subject to said Standard
Endorsement No. 23.1.

9. Paragraph (a) to Section 8 of the Terms and Conditions shall be deemed deleted and the following new
paragraph (a) shall be deemed substituted in lieu therof and shall read as follows:

"(a) The Permittee, in its own name as insured and with the Port Authority included as an additional insured, shall
obtain, maintain in effect and pay the premiums during the effective period of the permission granted hereunder
policies of commercial general liability insurance. Each of such policies of commercial general liability insurance
shall provide a combined single limit of at least $2,000,000, covering property damage and bodily injury,
including death, per occurrence. The said policies of insurance shall also provide or contain a contractual liability
endorsement covering the obligations assumed by the Permittee under paragraph (b) of Section 3 hereof, none of
the foregoing to contain any care, custody or control exclusions or any exclusion for bodily injury to or sickness,
disease or death of any employee of the Permittee which would conflict with or in any way impair coverage on
the contractual liability endorsement."


                                              For the Port Authority

                                                     Initialed:

                                           /s/ GJM Jr.
                                           -------------------------
                                           For the Permittee




US Helicopter Corporation - AX-776

                                                          2
[FLOOR PLAN]
                                                  Exhibit 10.35

                                     STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of July ___, 2004, by and among U.S.
Helicopter Corporation, a Delaware corporation (the "Company"), and each of the Stockholders listed on Exhibit
A attached hereto (singularly, a "Stockholder" and collectively, the "Stockholders").

                                                   RECITALS

The Stockholders and the Company desire to enter into this Agreement to restrict their transfer of shares of
Common Stock (as defined below) on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt of and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
that:

1. Definitions.

When used in this Agreement, the following terms shall have the meanings specified:

1.1 "Additional Party Signature Page" means a signature page substantially in the form attached hereto as Exhibit
B.

1.2 "Affiliate", as applied to any Person, means any other Person directly or indirectly controlling, controlled by
or under common control with that Person. The term "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession,
directly or indirectly, of power to direct the management and policies of that Person, whether through voting
power, by contract or otherwise.

1.3 "Board" means the Board of Directors of the Company.

1.4 "Certificate of Incorporation" means the Company's Certificate of Incorporation, as amended from time to
time.

1.5 "Closing Price" on any day means (i) if Common Stock is listed or admitted for trading on a national securities
exchange, the reported last sales price regular way or, if no such reported sale occurs on such day, the average
of the closing bid and asked prices on such day, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or (ii) if the Common Stock is not listed or admitted to
trading on any national securities exchange, the average of the closing bid and asked prices on such day as
reported by the Nasdaq or any comparable system.

                                                         1
1.6 "Commission" means the Securities and Exchange Commission.

1.7 "Common Stock" means the shares of common stock of the Company.

1.8 "Competitor" means a person or entity that either directly or indirectly, either as principal agent, stockholder,
employee, consultant, representative or in any other capacity, owns, manages, operates or controls, or is
connected or employed by or otherwise associated in any manner with, or engaged in or has a financial interest in
any business whose primary line of business performs or plans to perform any of the services offered or
proposed to be offered by the Company.

1.9 "Equity Securities" means (i) the Common Stock, (ii) other classes of capital stock of the Company (whether
voting or non-voting), if any, and (iii) other securities convertible or exchangeable into, or representing rights to
purchase, Common Stock or any other class of capital stock of the Company (whether voting or non-voting), if
any.

1.10 "Exempted Securities" means (i) Equity Securities to be issued pursuant to an underwritten registered public
offering to third parties, including the offering in which the Company achieves Qualified Public Company Status,
(ii) Equity Securities issued pursuant to a Stock Plan, (iii) Equity Securities issued upon the conversion of Equity
Securities issued as a dividend or distribution on Equity Securities outstanding on the date hereof, (iv) Equity
Securities issued in connection with the acquisition of another corporation by the Company through a merger,
purchase by the Company of all or substantially all of the assets of such other corporation or other reorganization
following which the Company owns not less than 51% of the voting stock of such other corporation and (v)
Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company.

1.11 "Fair Market Value" shall mean the fair market value of the Company's Equity Securities.

1.12 "Family Member" means, with respect to any Individual Stockholder,
(i) any person related to such Stockholder by blood or marriage or (ii) any trust, partnership or entity established
for the benefit of such related person.

1.13 "Fully Diluted Basis" means on the basis of the number of shares of Common Stock that would be
outstanding if all Equity Securities then convertible or exchangeable into Common Stock were so converted or
exchanged.

1.14 "Individual Stockholder" means (i) each of the Stockholders designated as Individual Stockholders on
Exhibit A attached hereto, (ii) such other Persons who become parties hereto and are designated Individual
Stockholders on the Additional Party Signature Pages for such Persons and (iii) the permitted transferees of the
Persons described in the foregoing clauses (i) and (ii), as applicable.

                                                          2
1.15 "Institutional Stockholder" means, (i) such Persons who become a party hereto and are designated
Institutional Stockholders on the Additional Party Signature Pages for such Persons and (ii) the permitted
transferees of the Persons described in the foregoing clause (i).

1.16 "Person" means any natural person, corporation, firm, joint venture, limited liability company, partnership,
trust, unincorporated organization, government or any department or agency of government or any other legal
entity.

1.17 "Preempted Securities" means Equity Securities other than Exempted Securities.

1.18 "Pro Rata" means, for each member of a specified group of Stockholders, in the proportion that the number
of shares of Common Stock, on a Fully Diluted Basis, then owned by such Stockholder bears to the number of
shares of Common Stock, on a Fully Diluted Basis, then owned by all Stockholders of such group.

1.19 "Qualified Public Company Status" means the attainment of the following: (a) the Common Stock is
registered on one or more national securities exchanges or listed on the Nasdaq National Market and (b) either
(i) a sale of shares of Common Stock pursuant to an underwritten public offering or offerings registered under the
Securities Act has resulted in aggregate proceeds (net of underwriters' discount and the other fees and expenses
incurred by the Company in connection therewith) to the Company equal to or greater than $20,000,000 or
(ii) the product of the Closing Price and the number of shares of Common Stock held by Persons who are neither
Stockholders nor Affiliates of the Company is equal to or greater than $20,000,000.

1.20 "Securities Act" means the Securities Act of 1933, and the rules and regulations of the Commission
thereunder, all as amended.

1.21 "Stock Plan" means a compensatory benefit plan as that term is defined under Rule 701 of the Securities
Act.

1.22 "Subscription Agreement" means the agreement between the Company and each applicable Stockholder
relating to the purchase by the Stockholder of Equity Securities.

1.23 "Transfer" means, with respect to Equity Securities, any sale, assignment, pledge, hypothecation,
encumbrance, gift or other disposition or transfer of such Equity Securities in any manner whatsoever, including
without limitation by the merger, consolidation or sale of securities by the holder of such Equity Securities or an
entity which owns, directly or indirectly, a majority of the equity interest in such holder.

2. General Restriction on Transfer of Shares. Except to the extent otherwise specifically provided in this
Agreement and in accordance with the terms and provisions of this Agreement and applicable law, no
Stockholder shall Transfer any Equity Securities now owned or hereafter acquired by such Stockholder except in
accordance with Section 3, 4, 5 or

                                                          3
6 of this Agreement. Any attempted Transfer other than in accordance with applicable law and the terms and
provisions of this Agreement shall be void, and the Company shall refuse to recognize any such Transfer and shall
not reflect on its records any change in record ownership of the Equity Securities pursuant to any such attempted
Transfer.

3. Permitted Transfers by Stockholders.

3.1 Individual Stockholder Transfers. An Individual Stockholder may during the lifetime of the Individual
Stockholder Transfer Equity Securities to a Family Member, provided, that such gift is made without
consideration and solely for estate planning purposes; and further provided, that the Family Member executes
and delivers an Additional Party Signature Page to the Company prior to receiving such Equity Securities,
thereby agreeing to be bound by the terms of this Agreement.

3.2 Right of First Offer/Co-Sale Rights. At any time, and from time to time, a Stockholder shall have the right to
Transfer all or a portion of his Equity Securities to a third party provided such third party is not a Competitor of
the Company upon compliance with the following requirements:

(a) Notice of Transfer. A Stockholder who desires to Transfer all or a portion of his Equity Securities (the
"Offeror") to a third party shall, prior to making a definitive offer to any third party with respect to such proposed
transfer or prior to accepting any proposal from a third party, deliver or cause to be delivered to the Company
and to each other Stockholder a written notice of the proposed Transfer (a "Notice of Transfer") which sets forth
the following information:

(i) the name and address of the third party;

(ii) any affiliation, relationship, agreement or understanding that might make the Transfer other than an arm's-
length transaction;

(iii) the type and number of Equity Securities that the third party proposes to acquire from the Offeror and, for
each Equity Security other than Common Stock, the number of shares Common Stock, on a Fully Diluted Basis,
represented by such Equity Security;

(iv) the proposed purchase price, terms of payment and other material terms and conditions of the proposed
transfer;

(v) an estimate, in the third party's reasonable, good-faith judgment, of the fair market value of any non-cash
consideration offered by the third party, and the basis for such estimate; and

(vi) an offer by the third party to purchase, concurrently with the Transfer described in the Notice of Transfer and
for the same per share consideration, the Equity Securities that such third party is required to

                                                          4
purchase from Stockholders other than the Offeror pursuant to
Section 3.4 hereof.

3.3 Right of First Offer. Each Stockholder (other than the Offeror) and the Company (each, an "Offeree") shall
have fifteen (15) days from their receipt of the Notice of Transfer (the "First Offer Period") in which to provide
the Offeror with written notice (a "First Offer Notice") of whether or not each, individually, desires to purchase all
or a part of the Equity Securities proposed to be Transferred by the Offeror. In the event that two or more
Offerees tender a First Offer Notice during the First Offer Period, (a) the Company, if it tendered a First Offer
Notice, shall have the first priority and right to purchase the Equity Securities specified in its First Offer Notice
and
(b) the other Offerees shall have the right to acquire their Pro Rata portion of any remaining offered Equity
Securities. Each Offeree that has a right to purchase Equity Securities shall purchase the Equity Securities on the
same terms and conditions of the Notice of Transfer. The Offeror may Transfer, subject to Section 3.4, (i) any
Equity Securities described in the Notice of Transfer which are in excess of the Equity Securities for which First
Offer Notices were tendered during the First Offer Period, and (ii) any Equity Securities for which a First Offer
Notice was tendered but for which the respective Offeree failed to satisfy any condition set forth herein, in either
case provided that such Transfer must be made within one hundred thirty-five
(135) days following the expiration of the First Offer Period or the date on which an Offeree failed to satisfy a
condition, as the case may be, and further provided that such Transfer must be made on terms at least as
favorable to the Offeror as those set forth in the Notice of Transfer.

3.4 Co-Sale Rights. Any Transfer of Equity Securities by an Offeror to a third party which is permitted by
Section 3.3 shall be subject to the requirement that the third party transferee must also purchase up to an
equivalent number, in the aggregate, of like Equity Securities from Stockholders who choose to exercise their
right to participate in the transaction (a "Co-Sale Right"), on the same terms and conditions which govern the
Transfer of Equity Securities by the Offeror. Each Stockholder that chooses to exercise a Co-Sale Right must
give the Offeror written notice (a "Co-Sale Notice") of such election no later than fifteen (15) days after the
receipt of the Offeror's Notice of Transfer, provided that any Stockholder who has given a First Offer Notice
pursuant to Section 3.3 shall not be entitled to exercise Co-Sale Rights or give a Co-Sale Notice. Each Co-Sale
Notice shall set forth (a) the maximum number of Equity Securities (the "Co-Sale Bid") for which the Stockholder
is willing to exercise his Co-Sale Right (which number shall not be greater than the Stockholder's Pro Rata
portion of the Equity Securities described in the Notice of Transfer) and (b) such Stockholder's agreement to
transfer to the third party transferee the number of like Equity Securities determined in accordance with this
Section 3.4. The third party transferee shall purchase from each Stockholder that exercises a Co-Sale Right a
number of like Equity Securities that is lesser of (i) such Stockholder's Co-Sale Bid and (ii) the product of (1) the
number of Equity Securities Transferred by the Offeror and (2) a fraction, the numerator of which is such
Stockholder's Co-Sale Bid and the denominator of which the sum of the Co-Sale Bids of all the Stockholders
that exercised Co-Sale Rights.

3.5 Agreement to be Bound. No transfer of Equity Securities pursuant to this Section 3 to a Person whom is not
a party of this Agreement shall be valid unless and until

                                                          5
the third-party transferee executes and delivers an Additional Party Signature Page to the Company prior to such
Transfer, thereby agreeing to be bound by the terms of this Agreement.

3.6 Rules of Construction. For the purposes of this Section 3, the following rules of construction shall apply:

(a) for each type of Equity Security other than Common Stock, the "number" of any Equity Security shall mean
the number of shares of Common Stock into which such Equity Security is convertible;

(b) in the event that two or more types of Equity Securities are the subject of a Notice of Transfer, the provisions
of Section 3.2 shall be followed separately for each such type of Equity Securities; and

(c) a Stockholder's Pro Rata portion shall be calculated without regard to the ownership of Equity Securities of a
type that is different than the type of Equity Securities described in the Notice of Transfer to which such
calculation relates.

4. Involuntary Transfers.

4.1 Company Right of First Offer.

(a) In the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by
reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy,
execution, court order, divorce decree or other involuntary transfer, then such Stockholder shall give the
Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of
such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms
of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily
determinable, for which the Subject Securities are proposed to be transferred. After receipt by the Company of
such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed
transfer, the Company shall (x) promptly send a copy of such notice to, or otherwise notify, each Stockholder
and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price
and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by
the Company to the transferring Stockholder within ninety (90) days of the Company's receipt of notice from
such Stockholder or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer.

(b) The closing of the purchase and sale of the Subject Securities shall be held at the principal office of the
Company on a date to be established by the Company in its notice of its election to purchase the Subject
Securities, which in no event shall be less than ten (10) days nor more than thirty (30) days after the date on
which the Company sends its notice of election to purchase.

                                                         6
4.2 Stockholder's Option. If the Company does not elect to purchase all of the Subject Securities, it shall
thereupon give notice thereof to each non-transferring Stockholder, each of whom shall then have, for a period of
fifteen (15) days after the receipt of such notice, the right to purchase his Pro Rata share of the Subject Securities
not purchased by the Company, with the right of over allotment to purchase Subject Securities not purchased by
any other Stockholder (on a Pro Rata basis or such other basis as the participating Stockholders may agree
upon) by giving written notice to the Company and the proposed transferor within such 15-day period. The
purchase of Subject Securities by Stockholders shall be subject to the same procedures and terms as those
relating to the purchase by the Company.

4.3 Transfer of Shares Not Purchased by the Company or other Stockholders. In the event that the foregoing
rights are not fully exercised with respect to all of the Subject securities, the proposed involuntary transfer
referred to in
Section 4.1(a) shall be permitted to occur with respect to Subject Securities not purchased by the Company or
other Company Stockholders. Notwithstanding the forgoing sentence, any proposed Transfer of Equity Securities
pursuant to this section shall not be a valid Transfer and the Company will not recognize such Transfer unless
such transferee (a) executes and delivers an Additional Party Signature Page to the Company and (b) agrees to
be bound by and enjoy the rights, benefits and obligations of a Stockholder pursuant to this Agreement.

4.4 Consideration. If the nature of the event giving rise to such involuntary transfer is such that no readily
determinable consideration is paid for the Subject Securities, the price per share of Subject Securities to be paid
by the Company or the Stockholders, as the case may be, shall be its Fair Market Value as determined in good
faith by the Company's Board.

5. Redemption and Purchase on Death of a Stockholder.

5.1 Company Right of Redemption. Upon the death of a Stockholder (the "Deceased Stockholder"), the
Company shall have the option for a period of sixty
(60) days after the receipt of notice of the Deceased Stockholder's death to purchase any Shares owned by the
Deceased Stockholder's estate and any Shares owned by a Family Member of such Deceased Stockholder
which were transferred to such Family Member pursuant to Section 3.1 (the "Decedent Shares"). The purchase
price of the Decedent Shares shall be determined in accordance with and payable in accordance with Section
5.4. The Company shall exercise its option by giving written notice (the "Estate Notice") to the Deceased
Stockholder's personal representative or Family Member owning the Decedent Shares, as applicable (in either
case, the "Deceased Stockholder's Representative"), with copies to the other Stockholders (the "Surviving
Stockholders").

5.2 Remaining Stockholder's Option. If the Company does not exercise its option to purchase all of the Decedent
Shares under Section 5.1, or exercise its option but elects to purchase less than all of the Decedent Shares, it
shall thereupon give notice thereof to each Surviving Stockholder, each of whom shall then have, for a period of
fifteen (15) days after the receipt of such notice, the right to purchase his Pro Rata share of the Decedent Shares
not

                                                          7
purchased by the Company, with the right of over allotment to purchase the Decedent Shares not purchased by
any other Surviving Stockholders (on a Pro Rata basis or such other basis as the participating Stockholders may
agree upon) by giving written notice to the Company and the Deceased Stockholder's Representative within such
15-day period. The purchase price shall be determined and payable in accordance with Section 5.4.

5.3 Closing. If the Company or the Surviving Stockholders, or both, have given written notice, pursuant to
Section 5.1 or 5.2, of their election to purchase all the Decedent Shares, a closing to purchase all of the
Decedent Shares shall be held and the purchase price shall be paid in accordance with
Section 5.4. If the Company and the Surviving Stockholders have not elected to purchase all of the Decedent
Shares pursuant to Section 5.1 or 5.2, all of the Decedent Shares not purchased by the Company or the
Surviving Stockholders may thereafter (a) be transferred by gift, sale, pledge or otherwise by the personal
representative of the Deceased Stockholder provided such transferee (i) executes and delivers an Additional
Party Signature Page to the Company and (ii) agrees to be bound by the terms of this Agreement or (b) continue
to be held by the Family Member who acquired such Shares pursuant to Section 3.1 of this Agreement, and such
Shares shall continue to be subject to the terms of this Agreement.

5.4 Purchase Price for Decedent Shares.

(a) Determination of Purchase Price.

(i) The purchase price to be paid for any Shares purchased by any Surviving Stockholder or the Company
pursuant to the provisions of
Section 5 shall be the Share Value. The Share Value shall be the Fair Market Value of the Company's Equity
Securities determined as of the end of the calendar month immediately preceding the month in which the
Deceased Stockholder died, divided by the number of Equity Securities then outstanding.

(ii) The Fair Market Value at the end of any relevant month shall be determined by the Company's accountants in
accordance with generally accepted accounting principles consistently applied. Such determination shall be final
and binding on the parties thereto, unless the personal representative of the Deceased Stockholder shall request
that the determination be made by an independent appraiser selected jointly by the Company and the Deceased
Stockholder's personal representative, as the case may be.

(iii) In the event that the parties fail to agree on an acceptable appraiser, each of the Company and the Deceased
Stockholder's personal representative, as the case may be, shall appoint an independent appraiser and the two
appraisers shall designate a third appraiser whose appointment shall be final and binding. The determination of the
appraiser shall be final, binding and not subject to appeal (except where a party was denied a hearing or fraud,
misconduct, corruption or other irregularity caused the rendition of an unjust,

                                                        8
inequitable or unconscionable determination). The costs of the appraisal shall be borne by the Company.

(b) Payment Terms.

(i) A closing of the purchase and sale of the Decedent Shares shall be held within forty-five (45) days after the
Share Value has been determined in accordance with Section 5.4(a).

(ii) The purchase price for the Shares being purchased shall be paid at the closing by the Company and/or
Surviving Stockholders who have elected to purchase such Decedent Shares (the "Purchasers") against delivery
to each Purchaser of the certificates representing the Decedent Shares being purchased by the Purchaser, duly
endorsed for transfer, free and clear of all pledges, security interests and other liens, encumbrances or restrictions
(except the restrictions of this Agreement). Each Purchaser shall pay such purchase price in cash or by certified
check, except that at the option of any Purchaser up to 90% of the purchase price to be paid by such Purchaser
may be paid by the unsecured (other than the pledge from time to time of any Decedent Shares with respect to
which payment has not been made) promissory note of the Purchaser, with principal payable in equal annual
installments over a period of not more than five (5) years, payments commencing not later than the first
anniversary of the closing date with interest from the date of the note at the lowest rate of simple interest which
would result in there being no imputed interest under the Internal Revenue Code of 1986, as now or hereafter
amended, payable annually on the outstanding balance. Each promissory note shall provide that if any installment
of principal or interest is not paid when due, and if the default continues for a period of fifteen (15) days after
notice, then, at the election of the holder, the full amount of the principal and interest remaining unpaid shall
become immediately due and payable, and the maker shall pay reasonable attorneys' fees to the holder in the
event suit is commenced because of default. The maker of the note shall have the right to repay the principal and
any accrued but unpaid interest thereon without premium or penalty at any time and from time to time, but
prepayments shall be applied first to reduce accrued interest and then to reduce installments of principal in the
inverse order of maturity.

(iii) Notwithstanding the provisions of Section 5.4(b)(ii) of this Agreement, if under the applicable corporate law
or under applicable agreements (including bank financing agreements), the Company is legally or contractually
unable to pay any principal or interest due under any note on any payment date, the failure to make such payment
by the Company shall not be deemed a default under the note provided the

                                                          9
Company pays such principal and interest on or before the final maturity date of the note.

5.5 Failure to Determine Purchase Price. If the amount of the Share Value for any Decedent Shares is not
determined in accordance with Section 5.4(a), for any reason, within one hundred twenty (120) days following
receipt by the Company of the notice of the Deceased Stockholder's death, the personal representative of the
Deceased Stockholder may petition a court to determine the fair value of the Decedent Shares and the fair value
so determined shall be the Share Value of such Decedent Shares hereunder.

6. Redemption and Purchase on Termination of Employment of a Stockholder.

6.1 Remaining Stockholders Right of Redemption. Upon the termination of employment of a Stockholder as an
officer or an employee of the Company for any reason, including by the Company or the Stockholder with or
without cause, on or before the first anniversary of the date of this Agreement (the "Terminated Stockholder"),
the other Stockholders (the "Remaining Stockholders") shall have the option for a period of sixty (60) days after
such termination to purchase his Pro Rata share of any Shares owned by the Terminated Stockholder and owned
by a Family Member of such Terminated Stockholder which were transferred to such Family Member pursuant
to Section 3.1 (the "Terminated Employee Shares"), with the right of over allotment to purchase the Terminated
Employee Shares not purchased by any other Remaining Stockholders (on a Pro Rata basis or such other basis
as the participating Stockholders may agree upon). The purchase price of the Terminated Employee Shares shall
be determined in accordance with and payable in accordance with Section 6.4. The Remaining Stockholders
shall exercise their option by giving written notice (the "Terminated Employee Notice") to the Terminated
Stockholder or Family Member owning the Terminated Employee Shares, as applicable (in either case, the
"Terminated Stockholder's Representative"), with copies to the Company and the other Remaining Stockholders.

6.2 Company's Option. If the Remaining Stockholders do not exercise their option to purchase all of the
Terminated Employee Shares under Section 6.1, or exercise their option but elect to purchase less than all of the
Terminated Employee Shares, they shall thereupon give notice thereof to the Company, which shall then have, for
a period of fifteen (15) days after the receipt of such notice, the right to purchase any Terminated Employee
Shares not purchased by the Remaining Stockholders by giving written notice to Terminated Stockholder's
Representative within such 15-day period. The purchase price shall be determined and payable in accordance
with Section 6.4.

6.3 Closing. If the Company or the Remaining Stockholders, or both, have given written notice, pursuant to
Section 6.1 or 6.2, of their election to purchase all the Terminated Employee Shares, a closing to purchase all of
the Terminated Employee Shares shall be held and the purchase price shall be paid in accordance with Section
6.4. If the Company and the Remaining Stockholders have not elected to purchase all of the Terminated
Employee Shares pursuant to
Section 6.1 or 6.2, all of the Terminated Employee Shares not purchased by the Company or the Remaining
Stockholders may thereafter (a) be transferred by gift, sale,

                                                        10
pledge or otherwise by the Terminated Stockholder provided such transferee (i) executes and delivers an
Additional Party Signature Page to the Company and (ii) agrees to be bound by the terms of this Agreement or
(b) continue to be held by the Terminated Stockholder or Family Member who acquired such Shares pursuant to
Section 3.1 of this Agreement, and such Shares shall continue to be subject to the terms of this Agreement.

6.4 Purchase Price for Terminated Employee Shares.

(a) Determination of Purchase Price.

(i) The purchase price to be paid for any Shares purchased by any Remaining Stockholder or the Company
pursuant to the provisions of
Section 6 shall be the 25% Share Value. The 25% Share Value shall be 25% of the Fair Market Value of the
Company's Equity Securities determined as of the end of the calendar month immediately preceding the month in
which the Terminated Stockholder was terminated, divided by the number of Equity Securities then outstanding.

(ii) The Fair Market Value at the end of any relevant month shall be determined by an independent appraiser,
selected jointly by the Company and the Terminated Stockholder, in accordance with generally accepted
accounting principles consistently applied. Such determination shall be final and binding on the parties thereto.

(iii) In the event that the parties fail to agree on an acceptable appraiser, each of the Company and the
Terminated Stockholder shall appoint an independent appraiser and the two appraisers shall designate a third
appraiser whose appointment shall be final and binding. The determination of the appraiser shall be final, binding
and not subject to appeal (except where a party was denied a hearing or fraud, misconduct, corruption or other
irregularity caused the rendition of an unjust, inequitable or unconscionable determination). The costs of the
appraisal shall be borne by the Company.

(b) Payment Terms.

(i) A closing of the purchase and sale of the Terminated Employee Shares shall be held within forty-five (45) days
after the 25% Share Value has been determined in accordance with Section 6.4(a).

(ii) The purchase price for the Shares being purchased shall be paid at the closing by the Company and/or
Remaining Stockholders who have elected to purchase such Terminated Employee Shares (the "Section 6
Purchasers") against delivery to each Purchaser of the certificates representing the Terminated Employee Shares
being purchased by the Section 6 Purchaser, duly endorsed for transfer, free and clear of all pledges, security
interests and other liens, encumbrances or restrictions

                                                         11
(except the restrictions of this Agreement). Each Section 6 Purchaser shall pay 10% of such purchase price in
cash or by certified check, and the balance of the purchase price to be paid by such Section 6 Purchaser may be
paid by the unsecured (other than the pledge from time to time of any Terminated Employee Shares with respect
to which payment has not been made) promissory note of the Section 6 Purchaser, with principal payable in
equal annual installments over a period of not more than three (3) years, payments commencing not later than the
first anniversary of the closing date with interest from the date of the note at the lowest rate of simple interest
which would result in there being no imputed interest under the Internal Revenue Code of 1986, as now or
hereafter amended, payable annually on the outstanding balance. Each promissory note shall provide that if any
installment of principal or interest is not paid when due, and if the default continues for a period of fifteen (15)
days after notice, then, at the election of the holder, the full amount of the principal and interest remaining unpaid
shall become immediately due and payable, and the maker shall pay reasonable attorneys' fees to the holder in
the event suit is commenced because of default. The maker of the note shall have the right to repay the principal
and any accrued but unpaid interest thereon without premium or penalty at any time and from time to time, but
prepayments shall be applied first to reduce accrued interest and then to reduce installments of principal in the
inverse order of maturity.

(iii) Notwithstanding the provisions of Section 6.4(b)(ii) of this Agreement, if under the applicable corporate law
or under applicable agreements (including bank financing agreements), the Company is legally or contractually
unable to pay any principal or interest due under any note on any payment date, the failure to make such payment
by the Company shall not be deemed a default under the note provided the Company pays such principal and
interest on or before the final maturity date of the note.

6.5 Failure to Determine Purchase Price. If the amount of the 25% Share Value for any Terminated Employee
Shares is not determined in accordance with
Section 6.4(a), for any reason, within one hundred twenty (120) days following the termination of the Terminated
Stockholder, the Terminated Stockholder may petition a court to determine the fair value of the Terminated
Employee Shares and 25% of the fair value so determined shall be the 25% Share Value of such Terminated
Employee Shares hereunder.

6.6 Miscellaneous. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 6
and its subsections 6.1 through 6.5 shall apply only to (a) the Equity Securities held by those shareholders of the
Company that are officers or employees of the Company as of the date of this Agreement or who may become
an officer or employee at any time up to the First Anniversary of the Agreement and acquires Equity Securities;
and

                                                          12
(b) any Equity Securities acquired in the future by any party to this Agreement while that party is an officer or
employee of the Company.

7. Miscellaneous.

7.1 Stock Certificate Legend. A copy of this Agreement shall be filed with the Secretary of the Company and
kept with the records of the Company. Each certificate representing shares of Common Stock owned by any
Stockholder shall bear the following legends:

                                                   First Legend:

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS (A) THE SAME ARE REGISTERED AND QUALIFIED IN
ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN
THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

                                                 Second Legend:

"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
PROVISIONS OF A STOCKHOLDERS AGREEMENT (AS SUCH AGREEMENT MAY BE
SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME) A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED
TO THE STOCKHOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY. SUCH
STOCKHOLDERS AGREEMENT, PROVIDES, AMONG OTHER THINGS, FOR CERTAIN
RESTRICTIONS ON SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THAT SUCH SHARES MAY BE
SUBJECT TO PURCHASE BY THE COMPANY OR CERTAIN OF ITS STOCKHOLDERS UPON THE
OCCURRENCE OF CERTAIN EVENTS. ANY ISSUANCE, SALE, ASSIGNMENT, TRANSFER OR
OTHER DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE TO PERSONS WHO
ARE NOT A PARTY TO SUCH STOCKHOLDERS AGREEMENT SHALL BE NULL AND VOID."

Each Stockholder shall be bound by the requirements of such legends to the extent that such legends are
applicable. Upon request of a Stockholder, the Company shall remove the first Legend from the certificate or
issue to such Stockholder a replacement certificate without the First Legend if, with such request, the Company
shall have received an opinion of counsel to

                                                         13
such Stockholder reasonably acceptable to the Company to the effect that such legend is no longer necessary
under the Securities Act. Upon the Company achieving Qualified Public Company Status, all certificates
representing shares of Common Stock shall be replaced, at the expense of the Company, with certificates not
bearing the Second Legend required by this Section 7.1 and, in connection with shares to be sold pursuant to a
registered public offering, the certificates representing such shares shall be replaced, at the expense of the
Company, with certificates not bearing either of the legends required by this
Section 7.1.

7.2 No Inconsistent Agreements. Each Stockholder hereby represents that he has not entered into, and agrees
that he will not enter into, any other agreement or arrangement the performance of which would in any manner
conflict with, restrict or be inconsistent with the performance of its obligations under this Agreement.

7.3 Confidentiality. Each Stockholder hereby agrees to use the same degree of care to keep confidential any
information from time to time supplied to it by or on behalf of the Company (which the Company or the Person
acting on its behalf designates in writing, at the time of such delivery, to be treated as confidential or actually
known by the Stockholder [including any director, executive officer or controlling Person of a Stockholder that is
not a natural person] to be confidential information) as such Stockholder uses to keep confidential its own
information of a similar character; provided, however, that the foregoing provisions of this paragraph shall not
apply:

(a) to the extent a Stockholder is required to disclose the information in question pursuant to any law, statute, rule
or regulation or any order of any court or judicial process or pursuant to any direction, request or requirement
(whether or not having the force of law but, if not having the force of law, being of a type with which the
Institutional Stockholders in the relevant jurisdiction are accustomed to complying) of any self-regulating
organization or any governmental, fiscal, monetary or other authority;

(b) to the extent that a Stockholder needs to disclose the information in question for the protection or
enforcement of any of its rights or interests against the Company (provided that such Stockholder hereby agrees
that it will use reasonable efforts promptly to notify the Company of any request for information to which this
clause (b) applies) or to the extent counsel to such Stockholder reasonably believes is required by the discovery
process in connection with any litigation to which a Stockholder is a party; or

(c) to a prospective transferee in connection with any contemplated transfer of Equity Securities by such
Stockholder, provided such transferee agrees to maintain the confidentiality of such information consistent with
the provisions of this Section 7.3.

It is understood by the parties hereto that information which (i) is or becomes public through no fault of a
Stockholder, (ii) was, at the time of receipt, already in the possession of a Stockholder or (iii) was obtained by a
Stockholder from a third party legally entitled to use and disclose the same, shall not be considered confidential
information subject to the provisions of this Section 7.3.

                                                         14
7.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns, regardless of whether or not any such successors, assigns or
holders have delivered an undertaking or assumption with respect to this Agreement. In addition, whether or not
any express assignment has been made, the provisions of this Agreement that are for the benefit of or bind
holders of Equity Securities are also for the benefit of or bind any subsequent holder of Equity Securities;
provided, however, that no third-party transferee shall derive any rights under this Agreement unless and until
such third-party transferee has executed and delivered to the Company an Additional Party Signature Page. Any
party to, or Person who is subject to, this Agreement (other than the Company) that ceases to own Equity
Securities or any interest therein shall cease to be a party to, or person who is subject to, this Agreement and
thereafter shall have no rights or obligations hereunder other than those under Section 7.3 hereof. In no event
shall any Stockholder be permitted to Transfer any right or benefit hereunder separate and apart from the
Transfer to a Permitted Transferee of the Equity Securities conferring and underlying such right.

7.5 Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable
rights available to such party for any other party's failure to perform its obligations under this Agreement, the
parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations
hereunder would be inadequate and that each of them, respectively, shall be entitled to specific performance,
injunctive relief or other equitable remedies in the event of any such failure.

7.6 Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject matter hereof. This Agreement may be amended, and the
performance of any provision hereof may be waived only by the written agreement of Stockholders (or their
respective permitted successors and assigns) who own in the aggregate at least 51% of the Common Stock that
is subject to the terms of this Agreement. Notwithstanding the foregoing sentence, the Board may amend Exhibit
A without the further vote, act or consent of any other Person to reflect the issuance of additional Equity
Securities to Stockholders, as provided herein.

7.7 Term. This Agreement shall terminate on the date that the Company achieves Qualified Public Company
Status or upon the Written Consent of all of the Stockholders (such date, the "Termination Date").

7.8 Notices. Any notice provided for in this Agreement must be in writing and must be either (a) personally
delivered, (b) mailed by registered or certified first class mail, prepaid with return receipt requested, or (c) sent
by a recognized overnight courier service, to the recipient at the address below indicated or (d) by facsimile
which is confirmed in writing by sending a copy of such facsimile to the recipient thereof pursuant to clause (a) or
(c) above:

                                                         15
(i) If to the Company, addressed to:

U.S. Helicopter Corporation Downtown Manhattan Heliport Pier 6, East River New York, New York 10004
Attention: John G. Murphy Telephone: (516) 763-0257 Fax: (516) 763-0257

With copies to:

Gallagher, Briody & Butler 155 Village Boulevard, 2nd Floor Princeton, NJ 08540 Attention: Thomas P.
Gallagher, Esq.

                                               Fax: (609) 452-0090
                                            Confirmation: (609) 452-6000

(ii) if to any other Person who is the registered holder of any Equity Securities to the address of such holder as it
appears in the stock ledger of the Company or such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the sending party.

Any notice under this Agreement will be deemed to have been given (w) on the date such notice is personally
delivered, (x) four (4) days after the date of mailing if sent by certified or registered mail, (y) one (1) day after the
date such notice is delivered to the overnight courier service if sent by overnight courier or (z) with respect to
facsimiles, on the earlier of one (1) day after the date such facsimile is delivered to the overnight courier for
confirmation or confirmation by telephone to the number designated herein; provided that in each case notices
received after 4:00 p.m. (local time of the recipient) shall be deemed to have been duly given on the next business
day.

7.9 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement.

7.10 Headings. The headings and captions contained herein are for convenience only and shall not control or
affect the meaning or construction of any provision hereof.

                                                           16
7.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and which together shall constitute one and the same instrument.

7.12 Representations and Warranties. Each party to this Agreement represents and warrants to each other party
to this Agreement that (i) all action on the part of such party necessary for the authorization, execution, delivery
and performance of this Agreement has been taken and (ii) this Agreement is a legal, valid and binding obligation
of such party, enforceable against such party in accordance with its terms, except as such enforcement may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect
relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

7.13 GOVERNING LAW. ALL QUESTIONS CONCERNING THE VALIDITY, MEANING AND
EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN
THAT STATE.

7.14 CONSENT TO JURISDICTION AND VENUE. THE PARTIES HERETO EACH HEREBY
CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE STATE OF NEW JERSEY AND IRREVOCABLY AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED
IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY
ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.

7.15 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY RIGHTS THAT IT MAY
HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION
WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

                                    [SIGNATURE PAGES TO FOLLOW]

                                                         17
IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the day and
year first above written.

        The Company:                         U.S. HELICOPTER CORPORATION

                                             By: /s/ John G. Murphy
                                                 -----------------------------------------
                                                  Name: John G. Murphy
                                                  Title: President and Chief Executive
                                                  Officer

        Stockholders:

                                              /s/ John G. Murphy
                                             ---------------------------------------------
                                             John G. Murphy, as an individual

                                              /s/ Gabriel S. Roberts
                                             ---------------------------------------------
                                             Gabriel S. Roberts, as an individual

                                              /s/ Rue Reynolds
                                             ---------------------------------------------
                                             Rue Reynolds, as an individual

                                              /s/ George Mehm
                                             ---------------------------------------------
                                             George Mehm, as an individual

                                              /s/ Thomas P. Gallagher
                                             ---------------------------------------------
                                             Gallagher, Briody & Butler
                                             By: Thomas P. Gallagher, Esq.

                                              /s/ Col. Clinton Pagano
                                             ---------------------------------------------
                                             Col. Clinton Pagano

                                              /s/ Donal McSullivan
                                             ---------------------------------------------
                                             Donal McSullivan

                                              /s/ John Capozzi
                                             ---------------------------------------------
                                             John Capozzi

                                                 18
                                                              July ___, 2004




                                   EXHIBIT A

                             LIST OF STOCKHOLDERS

NAME                                    STATUS            NUMBER OF SHARES HELD
----                                    ------            ---------------------
John G. Murphy                   Individual Stockholder         7,029,000
Gabriel S. Roberts               Individual Stockholder         4,899,000
Rue Reynolds                     Individual Stockholder           639,000
John Capozzi                     Individual Stockholder         3,897,900
Donal McSullivan                 Individual Stockholder         3,450,600
George Mehm                      Individual Stockholder           639,000
Gallagher, Briody & Butler       Individual Stockholder           532,500
Col. Clinton Pagano              Individual Stockholder           213,000
TOTAL SHARES                                                   21,300,000




                                       19
                                               EXHIBIT B

                              ADDITIONAL PARTY SIGNATURE PAGE

The undersigned hereby executes the Stockholders Agreement, dated as of July ___, 2004 (the "Agreement"),
by and among U.S. Helicopter Corporation, a Delaware corporation, and each of the Stockholders listed on
Exhibit A thereto, authorizes this Additional Party Signature Page to be attached to a counterpart of such
agreement, and agrees to be bound by such agreement as if the undersigned had executed such agreement on the
date of its original execution.

INITIALS: STATUS:

         ______      Institutional Stockholder      __________________________________________
                                                    NAME (Type or Print)

         ______      Individual Employee
                     Stockholder

         ______      Individual Non-Employee
                     Stockholder
                                                    __________________________________________
                                                    Address
                                                    __________________________________________
                                                    Signature

                                                    U.S.HELICOPTER CORPORATION
                                                    (on behalf of itself and the Stockholders)

                                                    By:_______________________________________
                                                       Name:
                                                       Title:




                                                     20
                                                   Exhibit 10.36

                                    U.S. HELICOPTER CORPORATION
                                      2004 STOCK INCENTIVE PLAN

1. Objectives. The U.S. Helicopter Corporation 2004 Stock Incentive Plan (the "Plan") is designed to attract,
motivate and retain selected employees, non-employee directors and other individuals providing services to the
Company. These objectives are accomplished by making long-term incentive and other awards under the Plan,
thereby providing Participants with a proprietary interest in the growth and performance of the Company.

2. Definitions.

(a) Award. The grant of any form of stock option, stock appreciation right or restricted stock award, whether
granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions, performance
requirements, and limitations and restrictions as the Committee may establish in order to fulfill the objectives of
the Plan.

(b) Award Agreement. An agreement between the Company and a Participant setting forth the terms, conditions,
performance requirements, limitations and restrictions applicable to an Award.

(c) Board. The Board of Directors of U.S. Helicopter Corporation.

(d) Cause. Cause shall mean the definition of cause set forth in any written employment agreement between the
Company and the Participant and in the event there is no such agreement Cause shall mean: (i) the Participant
acting fraudulently in his or her relations with the Company; (ii) the Participant misappropriating or doing material,
intentional damage to the property of the Company; (iii) the substantial breach or continuous neglect by the
Participant of his or her employment obligations, or willful misconduct by the Participant in the performance of
such obligations which occurs or persists after notice and an opportunity to cure; (iv) the Participant being
convicted of a felony; or (v) the Participant's failure to act in the best interest of the Company or breach of his or
her fiduciary duties to the Company.

(e) Change in Control. The occurrence of any of the following events:

(i) The members of the Board at the beginning of any consecutive twenty-four calendar month period (the
"Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the
members of the Board, provided that any director whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who
were members of the Board at the beginning of such twenty-
four calendar month period other than as a result of a proxy contest, or any agreement arising out of an actual or
threatened proxy contest, shall be treated as an incumbent director; or

(ii) Any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange
Act), but excluding the Company, any affiliate, or any employee benefit plan of the Company, or any affiliate is or
becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the Company's then
outstanding securities; or

(iii) The approval by the stockholders of the Company of (A) a merger or other business combination or any
other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by
persons who were not stockholders of the Company immediately prior to such merger, consolidation or other
reorganization, or (B) the sale or other disposition of all or substantially all of the assets of the Company to any
other entity; or

(iv) The purchase of Stock pursuant to any tender or exchange offer made by any "person", including a
"group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company,
or any affiliate, or an employee benefit plan of the Company or any of its affiliates, for 30% or more of the Stock
of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to occur in the event the Company
files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.

(e) Change in Control Price. The higher of (i) the highest price per share of Stock offered in conjunction with any
transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the
offered price is payable other than in cash) or,
(ii) the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on
which a Change in Control occurs.

(f) Code. The Internal Revenue Code of 1986, as amended from time to time.

(g) Committee. The committee of the Board as may be designated from time to time by the Board to administer
the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan
shall be exercised by the Board.

                                                          2
(h) Company. U.S. Helicopter Corporation and its direct and indirect subsidiaries.

(i) Disabled or Disability. Permanent and total disability as determined under the Company's long-term disability
program or, if no such program has been adopted, the continuous absence of an employee for 187 consecutive
days or more due to physical or mental illness or incapacity.

(j) Exchange Act. Securities Exchange Act of 1934, as amended, together with the rules and regulations
thereunder.

(k) Fair Market Value. The value of a share of Stock on a particular date, determined as follows: (i) if the Stock
is not listed on such date on any national securities exchange but is traded in the over-the-counter market, the
mean between the highest "bid" and lowest "offered" quotations of a share of Stock on such date (or if none, on
the most recent date on which there were bid and offered quotations of a share of Stock), as reported on the
National Association of Securities Dealers, Inc. Automated Quotation System, or, if not so reported, as reported
by the National Quotation Bureau, Incorporated, or any other similar service selected by the Board; or (ii) if the
Stock is listed on such date on one or more national securities exchanges, the last reported sale price of a share
of Stock on such date as recorded on the composite tape system, or, if such system does not cover the Stock,
the last reported sale price of a share of Stock on such date on the principal national securities exchange on
which the Stock is listed, or if no sale of Stock took place on such date, the last reported sale price of a share of
Stock on the most recent day on which a sale of a share of Stock took place as recorded by such system or on
such exchange, as the case may be; or (iii) if the Stock is neither listed on such date on a national securities
exchange nor traded in the over-the-counter market, as determined by the Committee.

(l) Participant. An individual to whom an Award has been made under the Plan. Awards may be made to any
employee, non-employee director or any other individual providing services to the Company. However, incentive
stock options may be granted only to individuals who are employed by the Company or by a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company, including a subsidiary that
becomes such after the adoption of the Plan.

(m) Public Company Status. When the sale of securities pursuant to a registration statement filed by the Company
under the Securities Act in connection with the firm commitment underwritten offering of its securities to the
general public is consummated or when the Company first becomes subject to the periodic reporting
requirements of Sections 12(g) or 15(d) of the Exchange Act, whichever event shall first occur.

                                                          3
(n) Securities Act. Securities Act of 1933, as amended, together with the rules and regulations thereunder.

(o) Stock. Authorized and issued or unissued shares of common stock of the Company or any security issued in
exchange or substitution therefor.

3. Stock Available for Awards. Subject to Section 11 hereof, a total of Three Million Seven Hundred Thousand
(3,700,000) shares of Stock shall be available for issuance pursuant to Awards granted under the Plan. Shares of
Stock may be made available from the authorized but unissued shares of the Company or from shares held in the
Company's treasury and not reserved for some other purpose. For purposes of determining the number of shares
of Stock issued under the Plan, no shares shall be deemed issued until they are actually delivered to a Participant,
or such other person in accordance with Section 7 hereof. Shares of Stock related to Awards, or portions of
Awards, that are forfeited, cancelled or terminated, expire unexercised, are surrendered in exchange for other
Awards, or are settled in such manner that all or some of the shares of Stock covered by an Award are not and
will not be issued to a Participant, shall be restored to the total number of shares of Stock available for issuance
pursuant to Awards. Further, shares tendered to or withheld by the Company in connection with the exercise of
stock options, or the payment of tax withholding on any Award, shall also be available for future issuance under
Awards.

4. Administration. The Plan shall be administered by the Committee, which shall have full power to select
Participants, to interpret the Plan, to grant waivers of Award restrictions, to continue, accelerate or suspend
exercisability, vesting or payment of an Award and to adopt such rules, regulations and guidelines for carrying out
the Plan as it may deem necessary or proper. These powers include, but are not limited to, the adoption of
modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the
laws and regulations of the countries in which the Company operates in order to assure the viability of Awards
granted under the Plan and to enable Participants regardless of where employed to receive advantages and
benefits under the Plan and such laws and regulations.

5. Awards. The Committee shall determine the types and timing of Awards to be made to each Participant and
shall set forth in the related Award Agreement the terms, conditions, performance requirements, and limitations
applicable to each Award. Awards may include those listed below in this Section 5. Awards may be granted
singly, in combination or in tandem, or in substitution for, or as alternatives to, grants or rights under any other
benefit plan of the Company, including any plan of any entity acquired by, or merged with or into, the Company.
Awards shall be effected through Award Agreements executed by the Company in such forms as are approved
by the Committee from time to time.

The Committee may determine to make any or all of the following Awards:

(a) Stock Options. A grant of right to purchase a specified number of shares of Stock at a specified exercise
price. A stock option may be in the form of (i) an incentive stock option ("ISO") which, in addition to being
subject to such terms, conditions and limitations as are established by the Committee, complies with

                                                          4
Section 422 of the Code or (ii) a non-qualified stock option subject to such terms, conditions and limitations as
are established by the Committee. The aggregate Fair Market Value (as determined as of the time of grant) of the
Stock with respect to which ISOs are exercisable for the first time by an employee in any calendar year under the
Plan (and/or any other incentive stock option plans of the Company) shall not exceed $100,000. To the extent
that any Stock Option is not designated as an ISO or even if so designated does not qualify as an ISO, it shall
constitute a Nonqualified Stock Option.

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions as the Committee shall deem desirable and set forth in the Award
Agreement:

(i) Exercise Price. The exercise price per share of Common Stock shall not be less than the Fair Market Value of
the Common Stock subject to the Stock Option on the date of grant; provided, however, that for any
Nonqualified Stock Option, the exercise price per share of Common Stock may, alternatively, be fixed at any
price deemed to be fair and reasonable, as of the date of grant, by the Committee but shall not be less than 85%
of the Fair Market Value of the Stock subject to the Stock Option on the date of grant.

(ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but no ISO shall be
exercisable more than 10 years after the date the Stock Option is granted.

(iii) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Committee at the rate of at least 20% per
year over five years from the date of grant. If the Committee provides that any Stock Option is exercisable only
in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part,
based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate
the exercisability of any Stock Option.

(iv) Payment of Exercise Price. The price at which shares of Stock may be purchased under a Stock Option shall
be paid in full in cash at the time of the exercise or, if permitted by the Committee, by means of tendering Stock
or surrendering another Award or any combination thereof. The Committee shall determine acceptable methods
of tendering Stock or other Awards and may impose such conditions on the use of Stock or other Awards to
exercise a Stock Option as it deems appropriate.

(v) Ten Percent Stockholders. An individual who owns more than 10% of the total combined voting power of all
classes of outstanding stock

                                                         5
of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the
exercise price is at least 110% of the Fair Market Value of the Stock on the date of grant and (ii) such ISO by its
terms is not exercisable after the expiration of five years from the date of grant. For purposes of this Subsection
(v), in determining stock ownership, the attribution rules of Section
424 (d) of the Code shall be applied.

(b) Stock Appreciation Rights. A right to receive a payment, in cash or Stock, equal in value to the excess of the
Fair Market Value of a specified number of shares of Stock on the date the stock appreciation right ("SAR") is
exercised over the grant price of the SAR, which shall not be less than 100% of the Fair Market Value on the
date of grant of such SAR, as determined by the Committee, provided that if an SAR is granted in tandem with
or in substitution for another award granted under any plan of the Company, the grant price may be the same as
the exercise or designated price of such other award.

(c) Stock Awards. An Award may be made in restricted Stock or denominated in units of Stock. All or part of
any stock award may be subject to conditions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with the Company, achievement of
specific business objectives, increases in specified indices, attaining growth rates, and other comparable
measurements of the Company performance.

Each restricted Stock Award Agreement shall be subject to the following terms and conditions and such
additional terms and conditions as the Committee shall deem desirable and set forth the Award Agreement that
are not inconsistent with the Plan:

(i) Restricted Stock may be sold or awarded under the Plan for such consideration as the Committee may
determine but shall not be less than 85% of the Fair Market Value of such Stock.

(ii) Each Award of restricted Stock may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the restricted Stock Award Agreement and shall vest
at the rate of at least 20% per year over five years from the date of grant.

(iii) A restricted Stock Award Agreement may provide for accelerated vesting in the event of the Participant's
death, disability or retirement or other events.

                                                        6
(iv) The holders of restricted Stock awarded under the Plan shall have the same voting, dividend and other rights
as the Company's other stockholders.

(v) The provisions of the various restricted Stock Award Agreements entered into under the Plan need not be
identical.

6. Tax Withholding. Prior to the payment or settlement of any Award, the Participant must pay, or make
arrangements acceptable to the Company for the payment of, any and all federal, state and local tax withholding
that in the opinion of the Company is required by law. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of shares under the Plan, an
appropriate number of shares for payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes.

7. Transferability.

(a) No Award shall be transferable or assignable, or payable to or exercisable by, anyone other than the
Participant to whom it was granted, except, (i) by law, will or the laws of descent and distribution, (ii) as a result
of the Disability of a Participant or
(iii) that the Committee (in the form of an Award Agreement or otherwise) may permit transfers of Awards by gift
or otherwise to a member of a Participant's immediate family and/or trusts whose beneficiaries are members of
the Participant's immediate family, or to such other persons or entities as may be approved by the Committee.
Notwithstanding the foregoing, in no event shall ISOs be transferable or assignable other than by will or by the
laws of descent and distribution.

(b) All shares of Stock acquired by a Participant pursuant to the Plan or upon the exercise of a Stock Option
shall be subject, prior to the time the Company acquires Public Company Status, to special forfeiture conditions,
rights of repurchase, rights of refusal and other transfer restrictions as set forth in the Award Agreement and a
"lock-up" agreement of the Participant that, if requested by the Company and an underwriter of Common Stock
of the Company, the Participant will agree not to sell or otherwise transfer or dispose of any shares of Common
Stock of the Company held by the Participant for a specified period of time (not to exceed 18 months) following
a public offering of securities of the Company.

Such restrictions shall be set forth in the applicable stock Award Agreement and shall apply in addition to any
restrictions that may apply to holders of Stock generally.

Any right of the Company to repurchase the Participant's Stock upon the termination of the Participant's services
shall be at Fair Market Value. Any such repurchase right may be exercised for cash or for cancellation of
indebtedness

                                                          7
incurred in purchasing the Stock for a period of 90 days after (i) the death, Disability or termination of
Participant's employment and
(ii) the date of exercise of any Option that is exercised after the death, Disability or termination of Participant's
employment during the applicable exercise period set forth in Section 8 of this Plan.

8. Termination of Employment; Death or Disability.

(a) Termination of Employment.

(i) Resignation or Termination Without Cause. If Participant's employment by the Company terminates for any
reason other than by reason of death or Disability or for Cause, all vested and currently exercisable installments
of any Option shall remain exercisable for a period of thirty (30) days from the date of termination and, to the
extent not exercised, shall terminate and all other non-vested installments of the Option shall immediately and
automatically terminate.

(ii) Termination for Cause. If Participant's employment by the Company terminates by virtue of a termination for
Cause, the Option, whether vested or not, shall terminate on the date participant's employment terminates.

(b) Disability of Participant. If Participant is unable to continue his or her employment by the Company as a result
of Disability of the Participant, Participant may, but only within six (6) months from the date of Disability, exercise
such portion of the Option which has vested as of the date of such Disability, and such portion of the Option
which has not vested shall terminate. If Participant does not exercise such portion of the Option which has vested
and which Participant was entitled to exercise within the time specified herein, the Option shall terminate.

(c) Death of Participant. In the event of the death of Participant during the term of the Option and while an
employee of the Company, the Option may be exercised, at any time within six (6) months following the date of
Participant's death, by the Participant's estate or by a person who acquired the right to exercise the Option by
bequest or inheritance but only to the extent that the Option has vested at the date of death. If Participant's estate
or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise such
portion of Participant's Option which has vested and which the Participant was entitled to exercise in the time
specified herein, the Option shall terminate.

9. Change in Control.

(a) Subject to the provisions of Section 9(b) below, in the event of a Change in Control, at the discretion of the
Committee, (i) each Stock Option shall either be cancelled in exchange for a payment in cash of an amount equal
to the excess, if any, of the Change in Control Price over the exercise price for such Stock

                                                           8
Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Stock Option and
(ii) all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or
payable, as the case may be.

(b) Notwithstanding Section 9(a), no cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Award or any class of Awards if the Committee reasonably determines
in good faith prior to the occurrence of a Change in Control that such Award or Awards shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an
"Alternative Award"), by a Participant's employer (or the parent or an Affiliate of such employer) immediately
following the Change in Control, provided that any such Alternative Award must:

(i) provide such Participant (or each Participant in a class of Participant) with rights and entitlements substantially
equivalent to or be better than the rights, terms and conditions applicable under such Award, including, but not
limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of
payment; and

(ii) have substantially equivalent economic value to such Award (determined at the time of the Change in
Control).

10. Amendment, Modification, Suspension or Termination of the Plan. The Board may amend, modify, suspend
or terminate the Plan, (a) for the purpose of meeting or addressing any changes in any applicable tax, securities or
other laws, rules or regulations or (b) for any other purpose permitted by law.

11. Adjustments. In the event of any change in the outstanding Stock of the Company by reason of a stock split,
stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee
may adjust proportionally (a) the number of shares of Stock (i) available for issuance under the Plan, and (ii)
covered by outstanding Awards denominated in stock or units of Stock; (b) the exercise and grant prices related
to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such
Awards. In the event of any other change affecting the Stock or any distribution to holders of Stock, such
adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected
Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be
made to give proper effect to such event.

12. Securities Laws.

(a) Stock shall not be issued pursuant to the Plan unless the issuance and delivery of such stock complies with (or
is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as

                                                           9
amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the
regulations of any stock exchange or other securities market on which the Company's securities may then be
traded.

(b) The Company each year shall furnish to each Participant holding an Option and each stockholder who has
received Stock under the Plan the Company's balance sheet and income statement, unless such Participant or
stockholder is a key employee whose duties with the Company assure such person access to equivalent
information. Such balance sheet and income statement need not be audited.

13. Miscellaneous.

(a) Any notice to the Company required by any of the provisions of the Plan shall be addressed to the
Committee, c/o the Secretary of the Company, and shall become effective when it is received.

(b) The Plan shall be unfunded and the Company shall not be required to establish any special account or fund or
to otherwise segregate or encumber assets to ensure payment of any Award.

(c) Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation
arrangements or plans, subject to shareholder approval if such approval is required, and such arrangements or
plans may be either generally applicable or applicable only in specific cases.

(d) No Participant shall have any claim or right to be granted an Award under the Plan and nothing contained in
the Plan shall be deemed or be construed to give any Participant the right to be retained in the employ of the
Company or to interfere with the right of the Company to discharge any Participant at any time without regard to
the effect such discharge may have upon the Participant under the Plan. Except to the extent otherwise provided
in any plan or in an Award Agreement, no Award under the Plan shall be deemed compensation for purposes of
computing benefits or contributions under any other plan of the Company.

(e) The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to
the substantive law of another jurisdiction.

(f) The Committee shall have full power and authority to interpret the Plan and to make any determinations
thereunder and the Committee's determinations shall be binding and conclusive. Determinations made by the
Committee under the Plan need not be uniform and may be made selectively among individuals, whether or not
such individuals are similarly situated.

                                                          10
(g) If any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or
would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the
Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

(h) This Plan shall terminate on January 1, 2014 and no Award shall be granted after that date.

                                                         11
                                                   Exhibit 10.37

                             NORTH COAST SECURITIES CORPORATION
                                     9995 Gate Parkway North
                                            Suite 300
                                      Jacksonville, FL 32246

                                               September 22, 2004

U.S. Helicopter Corporation
Downtown Manhattan Heliport
Pier 6 East River
New York, NY 10006

Attn: John G. Murphy
President and CEO

Dear Mr. Murphy:

We are pleased to confirm our mutual understanding regarding the retention of North Coast Securities
Corporation ("Agent") by U.S. Helicopter Corporation (the "Company"), subject to the terms and conditions of
this agreement (the "Agreement").

1. Agent will act as the Company's Agent in connection with the private placement of up to $1,500,000 of Equity
Units (referred to as the "Units"), each Unit consisting of five shares of Series A Preferred Stock and two
warrants, each warrant to purchase one share of common stock. The Units will be issued only to accredited
investors (as defined in Rule 501 under the Securities Act of 1933, as amended), on terms mutually agreeable
between the parties hereto, certain of which terms are set forth on Exhibit A, annexed hereto and incorporated
herein by reference (such private placement referred to as the "Offering"). The Offering will be made on a best
efforts basis subject to the terms and conditions set forth herein. Agent will act as the non-exclusive Agent for the
Offering and sale of the Units constituting the Offering.

2. Agent will provide the Company with the following services in connection with the Offering:

A. Assisting the Company in preparation of documents in connection with the Offering, and acting as the Agent in
connection with such Offering;

B. Coordinating the marketing effort for the sale of the Units;

C. Assisting the Company in negotiating transaction terms with potential investors in the Units; and
U.S. Helicopter Corporation
September 22, 2004

                                                     Page 2

D. Providing such other advice, assistance or services as may be reasonably requested by the Company in
connection with the Offering and as mutually agreed upon by Agent and the Company.

3. Agent's compensation for acting as Agent for the Company in connection with the Offering pursuant to this
Agreement will be as follows:

A. A fee equal to 12% of the gross proceeds raised in the Offering by Agent (the "Offering Amount"), payable on
the Offering Amount subscribed for and accepted at each Closing of the Offering.

B. At each Closing of the Offering, the Company shall pay to Agent, a non-accountable expense allowance in the
amount equal to 3% of the Offering Amount subscribed for and accepted at that Closing.

C. Agent will receive as a Due Diligence and Pre-Marketing Fee, a payment from the Company of $25,000
upon execution of this Agreement, to cover the costs and expenses of Agent's due diligence investigation and
pre-marketing activities on behalf of the Company. One-half of the Pre-Marketing fee will not be earned and
payable until and unless $750,000 has been raised by Agent in the Offering.

D. Agent will receive warrants to purchase that number of shares of common stock of the Company as equals
10% of the Preferred Stock issued to investors in the Offering (including such number of shares of common stock
issuable upon exercise of warrants) with an exercise price equal to the lower of $0.75 per share or 110% of the
price of the closing bid price of the Company's common stock on December 31, 2004, with respect to which
such warrants are issued, a term of five years and all other terms substantially the same as those of the warrants
to be issued to investors in the Offering.

E. Agent and the Company will enter into a separate Financial Consulting and Advisory Agreement at the Closing
of the Offering, with compensation of Warrants to purchase 250,000 shares of Common Stock of the Company
with an exercise price equal to the lower of $0.75 or 110% of the closing bid price of the Company's Common
Stock on December 31, 2004, a term of five years and all other terms substantially the same as those of the
Warrants to be issued to investors in the Offering.

F. Agent shall not be entitled to compensation as described in paragraphs A through E above as a result of
proceeds received by the Company from subscribers in the Offering who were introduced to the Company from
persons other than Agent.
U.S. Helicopter Corporation
September 22, 2004

                                                      Page 3

4. The Company will pay all expenses incurred by or on behalf of the Company in connection with the
preparation and printing of the Units, blue sky filings and fees, legal expenses of the Agent up to a maximum of
$15,000 and all other documents and instruments required in connection with the Offering.

5. In connection with Agent's activities on the Company's behalf, the Company will cooperate with Agent and will
furnish Agent with all information and data concerning the Company which Agent reasonably believes appropriate
to the performance of services contemplated by this Agreement (all such information so furnished being the
"Information") and will provide Agent with reasonable access to the Company's officers, directors, employees,
independent accountants and legal counsel. The Company recognizes and confirms that Agent (i) will use and rely
primarily on the Information and on information available from generally recognized public sources in performing
the services contemplated by the Agreement, without having independently verified same, (ii) does not assume
responsibility for the accuracy or completeness of the Information and such other information and (iii) will not
make an independent appraisal of any of the Company's assets. The Information to be furnished by the
Company, when delivered, will be, to the best of the Company's knowledge, true and correct in all material
respects and will not contain any material misstatements of fact or omit to state any material fact necessary to
make the statements contained therein not misleading. The Company will promptly notify Agent if it learns of any
material inaccuracy or misstatement in, or material omission from any Information thereto delivered to Agent.
Agent agrees to keep the Information confidential and only to release the Information with the consent of the
Company (except for such Information as set forth in the Offering Memorandum). At the Closing, the Company
shall deliver to Agent an officer certificate and opinion of counsel reasonably acceptable to the Company and
Agent. If the transaction contemplated by this Agreement is not completed for whatever reason, Agent will return
the Information (without keeping any copies thereof) forthwith on demand by the Company. Agent on its part
represents, warrants, and agrees that it has complied, and at all times while it is performing services under this
Agreement it will comply, with all laws, rules, and regulations applicable to it in connection with the services it
performs under this Agreement, such compliance to include maintaining all licenses in all applicable jurisdictions it
and its agents are required to maintain for purposes of its activities under this Agreement.

6. The Company agrees that Agent has the right to place "tombstone" or other advertisements describing its
services to the Company under this Agreement in financial and other newspapers and journals, provided the
Company consents to the same, and which consent shall not be unreasonably withheld, and provided further that
any such advertisement complies with applicable law.
U.S. Helicopter Corporation
September 22, 2004

                                                       Page 4

7. The Company agrees to indemnify Agent in accordance with the indemnification provisions (the
"Indemnification Provisions") attached to this Agreement, as Exhibit B, and which Indemnification Provisions are
incorporated herein and made a part hereof and which shall survive the termination or expiration of this
Agreement.

8. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to agreements made and to be fully performed
therein (excluding the conflicts of laws rules).

9. The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to
the indemnified parties hereunder and their respective successors and assigns and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective
successors and assigns.

10. Each of the Company and Agent (and, to the extent permitted by law, on behalf of their respective equity
holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury
in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions
contemplated hereby. Each of the Company and Agent hereby certify that no representative or agent of the other
party has represented expressly or otherwise that such party would not seek to enforce the provisions of this
waiver. Further each of the Company and Agent acknowledges that each party has been induced to enter this
Agreement by, inter alia, the provisions of this Section.

11. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any
term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be
unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be
replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of
such invalid or unenforceable term or provision.

12. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any
and all prior agreements, arrangements and understanding relating to the matters provided for herein. No
alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set
forth in writing signed by a duly authorized representative of each party.

13. The Company has all requisite corporate power and authority to enter into this Agreement and the
transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary
corporate action on the part of the Company and has been duly executed and delivered by the Company and
constitutes a legal, valid and binding agreement of
U.S. Helicopter Corporation
September 22, 2004

                                                       Page 5

the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws).

14. Agent has all requisite corporate power and authority to enter into this Agreement, once executed by Agent's
Officers. This Agreement has been duly and validly authorized by all necessary corporate action on the part of
Agent and has been duly executed and delivered by Agent and constitutes a legal, valid and binding agreement of
Agent, enforceable in accordance with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws).

15. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or
entity not a party hereto, except those entitled thereto by virtue of the Indemnification Provisions hereof. The
Company acknowledges and agrees that with respect to the services to be rendered by Agent, Agent is not and
shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or
creditors of the Company or any other person by virtue of this Agreement and the retention of Agent hereunder,
all of which are hereby expressly waived. The Company also agrees that Agent shall not have any liability
(including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements resulting from any negligent act or omission of Agent, whether direct
or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity
holders and creditors of the Company) claiming through the Company for or in connection with the engagement
of Agent, this Agreement and the transactions contemplated hereby, except for liabilities which arise as a result of
the gross negligence or willful misconduct of Agent. The Company acknowledges that Agent was induced to
enter into this Agreement by, inter alia, the provisions of this Section.

16. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the
parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such
counterparts taken together shall constitute one and the same Agreement.
U.S. Helicopter Corporation
September 22, 2004

                                                     Page 6

If the foregoing correctly sets forth our agreement, we would appreciate your signing the enclosed copy of this
letter in the space provided and returning it to us.

Very truly yours,

                            NORTH COAST SECURITIES CORPORATION

                                     By: /s/ Frank Pasterczyk
                                         ------------------------------
                                     Name: Frank Pasterczyk
                                     Title: President and CEO




Confirmed and agreed to
this _____ day of September, 2004

U.S. HELICOPTER CORPORATION

                                     By: /s/ John G. Murphy
                                         -----------------------------
                                          John G. Murphy
                                          President and CEO
                                EXHIBIT A

              SUMMARY OF CERTAIN TERMS OF OFFERING

Offering              Sale of up to $1,500,000 of Equity Units to raise money
                      principally for working capital purposes, capital
                      expenditures and retirement of debt. No minimum dollar
                      amount of Equity Units must be subscribed for in order
                      to close. Expenses of the offering, sales commissions
                      and additional fees and costs of the Placement Agent
                      will be deducted from the proceeds of the offering.

Equity Unit           Five shares of Series A Preferred Stock and two
                      Warrants, each to purchase one share of Common Stock,
                      for an initial purchase price of $5.00 per Unit, subject
                      to adjustment as follows. The Common Stock issuable upon
                      conversion of the preferred stock and warrants shall be
                      subject to demand and piggyback registration rights as
                      described below.

Warrants              Each warrant included in a Unit will contain exercise
                      prices equal to 125% and 150% respectively, of the
                      conversion price of the Series A Preferred Stock.
                      Warrants shall be exercisable upon conversion of the
                      Preferred Stock and terms shall include a five year term
                      from date of issuance, demand and piggyback registration
                      rights as described below and standard anti-dilution
                      protection.

Registration Rights   The Company shall undertake to file with the SEC a
                      registration statement on Form SB-2 or S-3 covering the
                      Common Stock underlying the preferred stock and Warrants
                      by February 1, 2004. The Company shall use its best
                      efforts to have the registration statement declared
                      effective within 60 days of filing.

Indemnification of    The Company will indemnify the Placement Agent for any
Placement Agent       and all claims by other brokers, dealers, placement
                      agents, investment advisors or the like.

Qualified Investors   Accredited investors only.

Confidentiality       The Company will not disclose, and will not include in
                      any public announcement, the name of the investors in
                      this offering, unless expressly agreed to by the
                      investor or unless such disclosure is required by law or
                      applicable regulation, and then only to the extent of
                      such requirement.

Governing Law         New York law, New York courts.
and Jurisdiction




                                    A-1
                                                   EXHIBIT B

                                    INDEMNIFICATION PROVISIONS

Capitalized terms used herein that are not defined in these indemnification provisions ("Indemnification
Provisions") have the meaning set forth in the engagement letter agreement dated September 22, 2004, between
North Coast Securities Corporation ("Agent") and U.S. Helicopter Corporation (the "Company"), as such a
agreement may be amended from time to time (the "Agreement").

The Company agrees to indemnify and hold harmless Agent, to the fullest extent permitted by law, from and
against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses
and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and
all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when
incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not
in connection with litigation in which Agent is a party), directly or indirectly, caused by, relating to, based upon,
arising out of or in connection with (a) Agent's acting for the Company, including, without limitation, any act or
omission by Agent in connection with its acceptance of or the performance or nonperformance of its obligations
under the Agreement, (b) any untrue statement or alleged untrue statement of a material fact contained in, or
omissions or alleged omissions from any information furnished to Agent by the Company or (c) any Offering;
provided, however, such indemnity agreement shall not apply to any portion of any such loss, claim, damage,
obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and
directly from the gross negligence or willful misconduct of Agent.

These Indemnification Provisions shall be in addition to any liability which the Company may otherwise have to
Agent or the persons indemnified below in this sentence and shall extend to the following: Agent, its affiliated
entities, directors, officers, employees, legal counsel, agents and controlling persons (within the meaning of the
federal securities laws). All references to Agent in these Indemnification Provisions shall be understood to include
any and all of the foregoing.

If any action, suit, proceeding or investigation is commenced, as to which Agent proposes to demand
indemnification, it shall notify the Company with reasonable promptness; provided, however, that the Company
shall be relieved from its obligations hereunder to the extent a failure by Agent to notify the Company with
reasonable promptness results in a significant increase in the Company's obligations hereunder. Agent shall have
the right to retain counsel of its own choice to represent it, which counsel shall be reasonably acceptable to the
Company, and the Company shall pay the fees, expenses and disbursements of such counsel; and such counsel
shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel
designated by the Company. The Company shall be liable for any settlement of any claim against Agent made
with the Company's written consent, which consent

                                                        B-1
shall not be unreasonably withheld. The Company shall not, without the prior written consent of Agent, settle or
compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such
settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to Agent
of an unconditional and irrevocable release from all liability in respect of such claim.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these
Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) that such indemnification may not be enforced in such case, even though the express
provisions hereof provide for indemnification in such case, then the Company, on the one hand, and Agent, on the
other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements to which the indemnified persons may be subject in accordance with the
relative benefits received by the Company, on the one hand, and Agent, on the other hand, and also the relative
fault of the Company, on the one hand, and Agent, on the other hand, in connection with the statement, acts or
omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses or disbursements and the relevant equitable considerations shall also be considered. No person
found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also
found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, Agent shall not be obligated to
contribute any amount hereunder that exceeds the amount of fees previously received by Agent pursuant to the
Agreement.

Neither termination nor completion of the engagement of Agent referred to above shall affect these
Indemnification Provisions which shall then remain operative and in full force and effect.

                                                       B-2
                                       EXHIBIT 10.38

                                      US HELICOPTER

JOHN W. GALLIGAN:

- EMPLOYMENT TERMS - DATED March 11, 2005:

- EFFECTIVE March 11, 2005 (START DATE - PART TIME)

- EFFECTIVE May 1, 2005 (START DATE - FULL TIME)

- POSITION

- DIRECTOR OF MAINTENANCE

- LOCATION

- SIKORSKY MEMORIAL AIRPORT, STRATFORD, CT or at some other yet to be determined facility in
the New York (TRI-STATE) area.

- REPORTS TO

- SENIOR VICE PRESIDENT/CHIEF OPERATING OFFICER

- RESPONSIBILITIES

- AIRCRAFT MAINTENANCE DEPARTMENT

- MAINTENANCE PLANNING

- MAINTENANCE PERSONNEL

- AIRCRAFT AIRWORTHIENESS
                                          JOHN W. GALLIGAN
                                         EMPLOYMENT TERMS
                                            MARCH 11, 2005
                                             PAGE TWO

- SALARY

- Part Time March/April 2005, Salary Rate of $31.25 Her Hour

- Full Time May 1, 2005 Pre Start-up Period (Estimated May/June)

- Base Salary $65,000

- Effective with Start-up Base Salary will be $75,000

- Effective Six (6) Months After Start-Up Base Salary will be $78,000
(Based on Performance)

- Effective Twelve (12) Months After Start-Up Base Salary will be $82,500 (based on Performance)

- Variance Between May 01, 2005 Pre Start-up period and Effective Start-up, Salary Difference Between
$65,000 and $75,000 will be Deferred

- STOCK PLAN

- 100,000 SHARES VESTED OVER ONE (1) YEAR

- STOCK OPTIONS (AT PRE-ESTABLISHED VALUATION RATE) 70,000 SHARES IN
ACCORDANCE WITH COMPANY'S STOCK OPTION PLAN

- BENEFITS

- John Galligan Elects Not to Participate in USH Medical Plan
(Only)

- John Galligan Will participate in Other Benefits Offered This Position as Established/Finalized by The Company

AGREED TO:

            /s/ Terence O. Dennison                                        /s/ John W. Galligan
          -------------------------                                     --------------------------
          TERENCE O. DENNISON                                           JOHN W. GALLIGAN
          Senior Vice President/
          Chief Operating Officer
                                                 EXHIBIT 10.39

              FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT

THIS FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT is made as of the 31st
day of December, 2004 by and between North Coast Securities Corporation, a California corporation (the
"Agent"), and U.S. Helicopter Corporation, a Delaware corporation (the "Company").

                                                   RECITALS:

WHEREAS, the Company wishes to engage the Agent to render financial Advisory and investment banking
services to the Company and the Agent wishes to render such services, all as provided below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement,
and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties
agree as follows:

                                                    ARTICLE 1

                FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES

1.1 FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES

(a) For the 12 month period following the date of this Agreement, the Agent shall provide the Company with such
regular and customary financial advice as is reasonably requested by the Company, provided that the Agent shall
not be required to undertake duties not reasonably within the scope of the financial advisory or investment
banking services contemplated by this Agreement. It is understood and acknowledged by the Parties that the
value of the Agent's advice is not readily quantifiable, and that the Agent shall be obligated to render advice upon
the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so
doing. The Agent's duties may include, but will not necessarily be limited to, providing recommendations
concerning the following financial and related matters:

1. Disseminating information about the Company to the investment community at large;

2. Rendering advice and assistance in connection with the preparation of reports or other communications to
shareholders or creditors;

3. Assisting in the Company's financial public relations;

                                                            1
4. Arranging, on behalf of the Company, at appropriate times, meetings with securities analysts or other
representatives of major regional and national investment banking firms;

5. Rendering advice with regard to internal operations, including:

i. the formation of corporate goals and their implementation;

ii. the Company's corporate structure and its divisions or subsidiaries;

iii. corporate organization and personnel; and

iv. securing, when and if necessary and possible, additional financing through banks and/or insurance companies;
and

6. Rendering advice with regard to any of the following corporate finance matters:

i. changes in the capitalization of the Company;

ii. changes in the Company's financial structure;

iii. redistribution of shareholdings of the Company's stock;

iv. offerings of securities in public transactions;

v. sales of securities in private transactions;

vi. alternative uses of corporate assets;

vii. structure and use of debt; and

viii. sales of stock by insiders pursuant to Rule 144 or otherwise.

(b) In addition to the foregoing, the Agent agrees to furnish advice to the Company as reasonably requested by
the Company in connection with (i) the acquisition and/or merger of or with other companies, divestiture of assets
or any other similar transaction, or the sale of the Company itself (or any significant percentage of the Company
or its assets, subsidiaries or affiliates thereof), and (ii) bank financings or any other financing from financial
institutions or venture capitalists (including but not limited to lines of credit, performance bonds, letters of credit,
loans or other financings).

(c) The Agent shall render such other financial advisory and investment and/or investment banking services as
may from time to time be agreed upon by the Agent and the Company.

1.2 INFORMATION

                                                           2
In connection with Agent's activities on the Company's behalf, the Company will cooperate with Agent and will
furnish Agent with all information and data concerning the Company which Agent reasonably believes appropriate
to the performance of services contemplated by this Agreement (all such information so furnished being the
"Information") and will provide Agent with reasonable access to the Company's officers, directors, employees,
independent accountants and legal counsel. The Company recognizes and confirms that Agent (i) will use and rely
primarily on the Information and on information available from generally recognized public sources in performing
the services contemplated by the Agreement, without having independently verified same, (ii) does not assume
responsibility for the accuracy or completeness of the Information and such other information and (iii) will not
make an independent appraisal of any of the Company's assets. The Information to be furnished by the
Company, when delivered, will be, to the best of the Company's knowledge, true and correct in all material
respects and will not contain any material misstatements of fact or omit to state any material fact necessary to
make the statements contained therein not misleading. The Company will promptly notify Agent if it learns of any
material inaccuracy or misstatement in, or material omission from any information thereto delivered to Agent.
Agent agrees to keep the Information confidential and only to release the Information with the consent of the
Company. Upon termination of this Agreement for whatever reason, Agent will return the Information (without
keeping any copies thereof) forthwith on demand by the Company. Agent on its part represents, warrants, and
agrees that it has and at all times while it is performing services under this Agreement it will comply with all laws,
rules, and regulations applicable to it in connection with the services it performs under this Agreement.

1.3 COMPENSATION

In consideration for the services to be rendered by the Agent to the Company pursuant to this Agreement, the
Company shall compensate the Agent by payment of a warrant to purchase 250,000 shares of the Company's
common stock, par value $0.001 per share, with an exercise price equal to $0.75 per share, a term of five years
and all other terms substantially the same as those of the Warrants to be issued to investors in the private
placement conducted by the Company in November to December, 2004.

                                                   ARTICLE 2

                                                    GENERAL

2.1 INDEMNIFICATION

The Company agrees to indemnify and hold harmless Agent, to the fullest extent permitted by law, from and
against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses
and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and
all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise, including, without limitation, the costs, expenses and disbursements, as and when
incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not
in connection with

                                                          3
litigation in which Agent is a party)), directly or indirectly, caused by, relating to, based upon, arising out of or in
connection with Agent's acting for the Company, including, without limitation, any act or omission by Agent in
connection with its acceptance of or the performance or nonperformance of its obligations under the Agreement,
or otherwise arising from this Agreement; provided, however, that such indemnity agreement shall not apply to
any portion of any such loss, claim, damage, liability, obligation, penalty, judgment, award, cost, expense or
disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) to have resulted primarily from the negligence, gross negligence or willful misconduct of Agent, in
which case Agent shall indemnify the Company to the same extent as set forth herein with respect to the
Company's indemnification obligations to Agent.

These Indemnification provisions shall be in addition to any liability which a party may otherwise have to the other
party or the persons indemnified below in this sentence and shall extend to the following: the parties and their
respective affiliated entities, directors, officers, employees, legal counsel, agents and controlling persons (within
the meaning of the federal securities law). All references to a party in these Indemnification provisions shall be
understood to include any and all of the foregoing.

If any action, suit, proceeding or investigation is commenced, as to which a party proposes to demand
indemnification, it shall notify the other party with reasonable promptness; provided, however, that the
indemnifying party shall be relieved from its obligations hereunder to the extent a failure by the indemnified party
to notify the indemnifying party with reasonable promptness results in a significant increase in the indemnifying
party's obligations hereunder. The indemnified party shall have the right to retain counsel of its own choice to
represent it, which counsel shall be reasonably acceptable to the indemnifying party, and the indemnifying party
shall pay the reasonable fees, expenses and disbursements of such counsel; and such counsel shall, to the extent
consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated
by the indemnifying party. The indemnifying party shall be liable for any settlement of any claim against the
indemnified party made with the indemnifying party's written consent, which consent shall not be unreasonably
withheld. The indemnifying party shall not, without prior written consent of the indemnified party, settle or
compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such
settlement, compromise or consent includes, as a condition or term thereof, the giving by the claimant to the
indemnified party of an unconditional and irrevocable release from all liability in respect of such claim.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these
Indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) that such indemnification may not be enforced in such case, even though the express
provisions hereof provide for indemnification in such case, then the Company, on the one had, and Agent, on the
other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, award, liabilities,
costs, expenses and disbursements to which the indemnified persons may be subject in accordance with the
relative benefits received by the Company, on the one hand, and Agent, on the other hand, in connection with the
statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses or disbursements and the relevant equitable considerations shall also be
considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any
person who is not also found liable for such fraudulent misrepresentation. Notwithstanding

                                                           4
the foregoing, Agent shall not be obligated to contribute any amount hereunder that exceeds the amount of fees
previously received by Agent pursuant to the Agreement nor shall the Company be obligated to contribute any
amount hereunder that exceeds the amount of the net proceeds received by Company from transactions
consummated with the advise or other services of the Agent as contemplated by this Agreement.

Neither termination nor completion of the engagement of Agent referred to the above shall affect these
Indemnification provisions which shall continue to remain operative and in full force and effect.

2.2 INTERPRETATION AND ENFORCEMENT

(a) The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to
the indemnified parties hereunder and their respective successors and assigns and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective
successors and assigns.

(b) Each of the Company and Agent (and, to the extent permitted by law, on behalf of their respective equity
holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury
in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions
contemplated hereby. Each of the Company and Agent hereby certify that no representative or agent of the other
party has represented expressly or otherwise that such party would not seek to enforce the provisions of this
waiver. Further each of the Company and Agent acknowledges that each party has been induced to enter this
Agreement by, inter alia, the provisions of this Section.

(c) If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any
term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be
unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be
replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of
such invalid or unenforceable term or provision.

(d) This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any
and all prior agreements, arrangements and understanding relating to the matters provided for herein. No
alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set
forth in writing signed by a duly authorized representative of each party.

(e) This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or
entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The
Company acknowledges and agrees that with respect to the services to be rendered by Agent, Agent is not and
shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or
creditors of the Company or any other person by virtue of this Agreement and the retention of Agent hereunder,
all of which are hereby expressly waived. The Company also agrees that Agent shall not have any liability
(including without limitation, liability for losses, claims, damages, obligations,

                                                          5
penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any negligent act or
omission of Agent, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person
(including, without limitation, equity holders and creditors of the Company)
claiming through the Company for or in connection with the engagement of Agent, this Agreement and the
transactions contemplated hereby, except for liabilities which arise as a result of the negligence, gross negligence
or willful misconduct of Agent. The Company acknowledges that Agent was induced to enter into this Agreement
by, inter alia, the provisions of this Section.

2.3 REPRESENTATIONS

(a) The Company has all requisite corporate power and authority to enter into this Agreement and the
transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary
corporate action on the part of the Company and has been duly executed and delivered by the Company and
constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms (except
as enforceability may be limited by applicable bankruptcy, insolvency or similar laws).

(b) Agent has all requisite corporate power and authority to enter into this Agreement, once executed by Agent's
officers. This Agreement has been duly and validly authorized by all necessary corporate action on the part of
Agent and has been duly executed and delivered by Agent and constitutes a legal, valid and binding agreement of
Agent, enforceable in accordance with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws).

2.4 APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of California applicable to agreements made and to be fully performed therein
(excluding such state's conflicts of laws rules).

2.5 COUNTERPARTS

This Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to
be an original. All executed counterparts taken together shall constitute one Agreement.

***

                                                         6
IN WITNESS OF their agreement, the Parties have duly executed this Agreement as of the date first written
above.

                           NORTH COAST SECURITIES CORPORATION

                           By: /s/ Frank Pasterczyk
                               ------------------------------
                               Name: Frank Pasterczyk
                               Title: President and Chief Executive Officer




                                  U.S. HELICOPTER CORPORATION

                               By: /s/ John G. Murphy
                                   ------------------------------
                                   John G. Murphy
                                   President and Chief Executive Officer




                                                      7
                                               Exhibit 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this registration statement on Form SB-2 of our report dated February 24,
2005, except for Note 9 as to which the date is April 8, 2005, relating to the financial statements of U.S.
Helicopter Corporation as of December 31, 2004 and 2003 and for the period from inception (March 4, 2003)
through December 31, 2004 and 2003, and the reference to our firm as experts in the registration statement.

                                                            /s/ MOORE STEPHENS, P.C.
                                                            Certified Public Accountants.

               New York, New York
               April 22, 2005