EXHIBIT 10.74




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY
ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.


                           U.S. HELICOPTER CORPORATION

                                     WARRANT


         THIS CERTIFIES THAT, for value received, BARRY J. BELMONT (the
"Holder") or its registered assigns is entitled to purchase from U.S. HELICOPTER
CORPORATION (the "Company") at any time or from time to time during the period
specified in Paragraph 2 hereof 3,000,000 (THREE MILLION) fully paid and
non-assessable shares of the Company's Common Stock, $.001 par value per share
(the "Common Stock"), at an exercise price per share equal to $0.20 per share
(the "Exercise Price").

         The term "Warrant Shares," as used herein, refers to the shares of
Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price
are subject to adjustment as provided in Paragraph 4 hereof. This Warrant is
subject to the following terms, provisions, and conditions:

         1. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
Subject to the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon (i)
payment to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Exercise Price for the Warrant
Shares specified in the Exercise Agreement or (ii) delivery to the Company of a
written notice of an election to effect a "Cashless Exercise" (as defined in
Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement.
The Warrant Shares so purchased shall be deemed to be issued to the holder
hereof or such holder's designee, as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed Exercise Agreement shall have been delivered, and payment shall
have been made for such shares as set forth above. Certificates for the Warrant
Shares so purchased, representing the aggregate number of shares specified in
the Exercise Agreement, shall be delivered to the holder hereof promptly after
this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be designated
by such holder. If this Warrant shall have been exercised only in part, then,

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unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the holder a new Warrant in
substantially identical form and dated as of the date of such exercise
representing the number of shares with respect to which this Warrant shall not
then have been exercised.

         2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from
time to time on or after the date hereof and before 5:00 p.m., New York, New
York time on the fifth anniversary of such date (the "Exercise Period").

         3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

                  (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
         issuance in accordance with the terms of this Warrant, be validly
         issued and outstanding, fully paid, and nonassessable and free from all
         taxes, liens, and charges with respect to the issue thereof.

                  (b) RESERVATION OF SHARES. During the Exercise Period, the
         Company shall at all times have authorized, and reserved free of
         preemptive rights and other similar contractual rights of stockholders,
         for the purpose of issuance upon exercise of this Warrant, a sufficient
         number of shares of Common Stock to provide for the exercise of this
         Warrant.

                  (c) LISTING. The Company shall promptly secure the listing of
         the shares of Common Stock issuable upon exercise of the Warrant upon
         each national securities exchange or automated quotation system, if
         any, upon which shares of Common Stock are then listed (subject to
         official notice of issuance upon exercise of this Warrant) and shall
         maintain, so long as any other shares of Common Stock shall be so
         listed, such listing of all shares of Common Stock from time to time
         issuable upon the exercise of this Warrant.

                   (d) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon
         any entity succeeding to the Company by merger, consolidation, or
         acquisition of all or substantially all the Company's assets.

                  (e) NOTICES OF RECORD DATE, ETC. In the event of:

                           (i) any taking by the Company of a record of the
                  holders of Common Stock for the purpose of determining the
                  holders who are entitled to receive any dividend or other
                  distribution,

                           (ii) any capital reorganization of the Company, any
                  reclassification or recapitalization of the capital stock of
                  the Company, or any transfer of all or substantially all the
                  assets of the Company to, or consolidation or merger of, the
                  Company with or into any person,

                           (iii) any voluntary or involuntary dissolution,
                  liquidation or winding- up of the Company, or

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                           (iv) a sale of substantially all of the outstanding
                  capital stock of the Company or the issuance of new shares
                  representing the majority of the Company's right to vote, then
                  and in each such event the Company will mail to the Holder a
                  notice specifying the record date for voting or the date of
                  closing, as applicable, of any event (i) through (iv) above.
                  Such notice shall be delivered to the Holder at least 20 days
                  prior to the date of the relevant event.


         4. ADJUSTMENT AND ANTIDILUTION PROVISIONS. On or after the date of
issuance of this Warrant, the Warrant Exercise Price and number of shares
issuable pursuant to this Warrant shall be subject to adjustment as follows:

                  (a) In case the Company shall (i) declare a dividend or make a
         distribution on its outstanding shares of Common Stock in shares of
         Common Stock, (ii) subdivide or reclassify its outstanding shares of
         Common Stock into a greater number of shares, or (iii) combine or
         reclassify its outstanding shares of Common Stock into a smaller number
         of shares, the Exercise Price in effect at the time of the record date
         for such dividend or distribution or of the effective date of such
         subdivision, combination or reclassification shall be adjusted so that
         it shall equal the price determined by multiplying the Exercise Price
         by a fraction, the denominator of which shall be the number of shares
         of Common Stock outstanding after giving effect to such action, and the
         numerator of which shall be the number of shares of Common Stock
         immediately prior to such action. Such adjustment shall be made each
         time any event listed above shall occur.

                  (b) Whenever the Exercise Price payable upon exercise of each
         Warrant is adjusted pursuant to Subsection (a) above, the number of
         shares purchasable upon exercise of this Warrant shall simultaneously
         be adjusted by multiplying the number of shares initially issuable upon
         exercise of this Warrant by the Exercise Price in effect on the date
         hereof and dividing the product so obtained by the Exercise Price, as
         adjusted.

                  (c) All calculations under this Section 4 shall be made to the
         nearest cent or to the nearest one-hundredth of a share, as the case
         may be. Anything in this Section 4 to the contrary notwithstanding, the
         Company shall be entitled, but shall not be required, to make such
         changes in the Exercise Price in addition to those required by this
         Section 4, as it shall determine, in its sole discretion, to be
         advisable in order that any dividend or distribution in shares of
         Common Stock, or any subdivision, reclassification or combination of
         Common Stock, hereafter made by the Corporation shall not result in any
         Federal Income tax liability to the holders of the Common Stock or
         securities convertible into Common Stock (including warrants).

                   (d) Whenever the Exercise Price is adjusted, as herein
         provided, the Corporation shall promptly cause a notice setting forth
         the adjusted Exercise Price and adjusted number of shares issuable upon
         exercise of each Warrant to be mailed to the Holder, at its last
         address appearing in the Company's Warrant Register. The Company may
         retain a firm of independent certified public accountants selected by
         the Board of Directors (who may be the regular accountants employed by
         the Company) to make any computation required by this Section 4, and a
         certificate signed by such firm shall be conclusive evidence of the
         correctness of such adjustment absent a showing of mathematical or
         other error.

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         5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.


         6. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

         7. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                  (a) RESTRICTION ON TRANSFER. This Warrant and the rights
         granted to the holder hereof are transferable, in whole or in part,
         upon surrender of this Warrant, together with a properly executed
         assignment in the form attached hereto, at the office or agency of the
         Company referred to in Paragraph 7(e) below, provided, however, that
         any transfer or assignment shall be subject to the conditions set forth
         in Paragraph 7(f) hereof. Until due presentment for registration of
         transfer on the books of the Company, the Company may treat the
         registered holder hereof as the owner and holder hereof for all
         purposes, and the Company shall not be affected by any notice to the
         contrary.

                  (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
         Warrant is exchangeable, upon the surrender hereof by the holder hereof
         at the office or agency of the Company referred to in Paragraph 7(e)
         below, for new Warrants of like tenor representing in the aggregate the
         right to purchase the number of shares of Common Stock which may be
         purchased hereunder, each of such new Warrants to represent the right
         to purchase such number of shares as shall be designated by the holder
         hereof at the time of such surrender.

                  (c) REPLACEMENT OF WARRANT. Upon receipt of evidence
         reasonably satisfactory to the Company of the loss, theft, destruction,
         or mutilation of this Warrant and, in the case of any such loss, theft,
         or destruction, upon delivery of an indemnity agreement reasonably
         satisfactory in form and amount to the Company, or, in the case of any
         such mutilation, upon surrender and cancellation of this Warrant, the
         Company, at its expense, will execute and deliver, in lieu thereof, a
         new Warrant of like tenor.

                  (d) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
         this Warrant in connection with any transfer, exchange, or replacement
         as provided in this Paragraph 7, this Warrant shall be promptly
         canceled by the Company. The Company shall pay all taxes (other than
         securities transfer taxes) and all other expenses (other than legal
         expenses, if any, incurred by the holder or transferees) and charges
         payable in connection with the preparation, execution, and delivery of
         Warrants pursuant to this Paragraph 7.

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                  (e) REGISTER. The Company shall maintain, at its principal
         executive offices (or such other office or agency of the Company as it
         may designate by notice to the holder hereof), a register for this
         Warrant, in which the Company shall record the name and address of the
         person in whose name this Warrant has been issued, as well as the name
         and address of each transferee and each prior owner of this Warrant.

                  (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
         of the surrender of this Warrant in connection with any exercise,
         transfer, or exchange of this Warrant, this Warrant (or, in the case of
         any exercise, the Warrant Shares issuable hereunder), shall not be
         registered under the Securities Act of 1933, as amended (the
         "Securities Act") and under applicable state securities or blue sky
         laws, the Company may require, as a condition of allowing such
         exercise, transfer, or exchange, (i) that the holder or transferee of
         this Warrant, as the case may be, furnish to the Company a written
         opinion of counsel, which opinion and counsel are reasonably acceptable
         to the Company, to the effect that such exercise, transfer, or exchange
         may be made without registration under said Act and under applicable
         state securities or blue sky laws, (ii) that the holder or transferee
         execute and deliver to the Company an investment letter in form and
         substance reasonably acceptable to the Company and (iii) that the
         transferee be an "accredited investor" as defined in Rule 501(a) of
         Regulation D promulgated under the Securities Act; provided that no
         such opinion, letter or status as an "accredited investor" shall be
         required in connection with a transfer pursuant to Rule 144 under the
         Securities Act. The first holder of this Warrant, by taking and holding
         the same, represents to the Company that such holder is acquiring this
         Warrant for investment and not with a view to the distribution thereof.

         8. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain
assignees thereof) shall have registration rights as follows:

                  (a) PARTICIPATION IN REGISTERED OFFERINGS. If the Company
         proposes or is required to register any of its shares or other equity
         securities for public sale for cash under the Securities Act (other
         than on Forms S-4 or S-8 or similar registration forms), it will at
         each such time or times give written notice to the Holder of its
         intention to do so. Upon the written request of the Holder given within
         twenty (20) days after receipt of any such notice, the Company shall
         use its best efforts to cause to be included in such registration any
         Warrant Shares held by the Holder requested to be registered; provided,
         that if the managing underwriter advises that less than all of the
         shares requested to be registered should be offered for sale so as not
         materially and adversely to affect the price or salability of such
         offering being registered by the Company, the Holder (but not the
         Company to the extent it desires to include shares for its own account)
         shall reduce the number of its Warrant Shares to be included in the
         registration statement as required by the underwriter to the extent
         requisite of all prospective sellers of the securities proposed to be
         registered (other than the Company) on a pro rata basis according to
         the amounts of securities proposed to be registered by all prospective
         sellers to permit the sale or other disposition (in accordance with the
         intended method of disposition thereof as aforesaid) by the prospective
         seller or sellers of the securities so registered. The registration
         requested pursuant to this Section 8(a) is referred to herein as the
         "Piggyback Registration".

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                  (b) OBLIGATIONS OF HOLDER. It shall be a condition precedent
         to the obligation of the Company to register any Warrant Shares
         pursuant to this Section 8 that the Holder shall furnish to the Company
         such information regarding the Warrant Shares held and the intended
         method of disposition thereof and other information concerning the
         Holder as the Company shall reasonably request and as shall be required
         in connection with the registration statement to be filed by the
         Company. If after a registration statement becomes effective the
         Company advises the Holder that the Company considers it appropriate to
         amend or supplement the applicable registration statement, the Holder
         shall suspend further sales of the Warrant Shares until the Company
         advises the Holder that such registration statement has been amended or
         supplemented.

                  (c) REGISTRATION PROCEEDINGS. Whenever the Company is required
         by the provisions of this Section 8 to effect the registration of the
         Warrant Shares under the Securities Act, the Company shall:

                           (i) Prepare and promptly file with the SEC a
                           registration statement with respect to such
                           securities and use its best efforts to cause such
                           registration statement to become effective within 90
                           days of filing and remain effective;

                           (ii) Prepare and file with the SEC such amendments to
                           such registration statement and supplements to the
                           prospectus contained therein as may be necessary to
                           keep such registration statement effective;

                           (iii) Furnish to the Holder and to the underwriters
                           of the securities being registered such reasonable
                           number of copies of the registration statement,
                           preliminary prospectus, final prospectus and such
                           other documents as such underwriters may reasonably
                           request in order to facilitate the public offering of
                           such securities;

                           (iv) Use its best efforts to register or qualify the
                           securities covered by such registration statement
                           under such state securities or Blue Sky Laws of such
                           jurisdictions as the Holder may reasonably request
                           within twenty (20) days following the original filing
                           of such registration statement, except that the
                           Company shall not for any purpose be required to
                           execute a general consent to service of process or to
                           qualify to do business as a foreign corporation in
                           any jurisdiction wherein it is not so qualified;

                           (v) Notify the Holder, promptly after it shall
                           receive notice thereof, of the time when such
                           registration statement has become effective or a
                           supplement to any prospectus forming a part of such
                           registration statement has been filed;

                           (vi) Notify the Holder promptly of any request by the
                           SEC for the amending or supplementing of such
                           registration statement or prospectus or for
                           additional information; and

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                           (vii) Prepare and promptly file with the SEC and
                           promptly notify the Holder of the filing of such
                           amendment or supplement to such registration
                           statement or prospectus as may be necessary to
                           correct any statements or omissions if, at the time
                           when a prospectus relating to such securities is
                           required to be delivered under the Securities Act,
                           any event shall have occurred as the result of which
                           any such prospectus or any other prospectus as then
                           in effect would include an untrue statement of a
                           material fact or omit to state any material fact
                           necessary to make the statements therein, in light of
                           the circumstances in which they were made, not
                           misleading. Notwithstanding any provision herein to
                           the contrary, the Company shall not be required to
                           amend, supplement, or update a prospectus contained
                           in any registration statement if to do so would
                           result in an unduly burdensome expense to the
                           Company.

                  (d) EXPENSES. With respect to the inclusion of the Warrant
         Shares in a registration statement pursuant to this Section 8, all
         registration expenses, fees, costs and expenses of and incidental to
         such registration, shall be borne by the Company; provided, however,
         that Holder shall bear its own professional fees and pro rata share of
         the underwriting discounts and commissions. The fees, costs and
         expenses of registration to be borne by the Company shall include,
         without limitation, all registration, filing, and printing expenses,
         fees and disbursements of counsel and accountants for the Company, fees
         and disbursements of counsel for the underwriter or underwriters of
         such securities (if the Company and/or selling security holders are
         required to bear such fees and disbursements), and all legal fees and
         disbursements and other expenses of complying with state securities or
         Blue Sky laws of any jurisdiction in which the securities to be offered
         are to be registered or qualified.

                  (e) INDEMNIFICATION OF THE HOLDER. Subject to the conditions
         set forth below, in connection with any registration of the Warrant
         Shares pursuant to this Section 8, the Company agrees to indemnify and
         hold harmless the Holder, any underwriter for the offering and each of
         their officers and directors and agents and each other person, if any,
         who controls Holder or their underwriter (each, an "Holder Indemnified
         Party"), within the meaning of Section 15 of the Securities Act, as
         follows:

                           (i) Against any and all loss, claim, damage and
                  expense whatsoever arising out of or based upon (including,
                  but not limited to, any and all expense whatsoever reasonably
                  incurred in investigating, preparing or defending any
                  litigation, commenced or threatened, or any claim whatsoever
                  based upon) any untrue or alleged untrue statement of a
                  material fact contained in any preliminary prospectus (if used
                  prior to the effective date of the registration statement),
                  the registration statement or the prospectus (as from time to
                  time amended and supplemented), or in any application or other
                  document executed by the Company or based upon written
                  information furnished by the Company filed in any jurisdiction
                  in order to qualify the Company's securities under the
                  securities laws thereof, or the omission or alleged omission
                  therefrom of a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  any other violation of applicable federal or state statutory
                  or regulatory requirements or limitations relating to action

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                  or inaction by the Company in the course of preparing, filing,
                  or implementing such registered offering; provided, however,
                  that the indemnity agreement contained in this section shall
                  not apply to any loss, claim, damage, liability or action
                  arising out of or based upon any untrue or alleged untrue
                  statement or omission made in reliance upon and in conformity
                  with any information furnished in writing to the Company by or
                  on behalf of the Holder expressly for use in connection
                  therewith or arising out of any action or inaction of the
                  Holder;

                           (ii) Subject to the proviso contained in Subsection
                  (i) above, against any and all loss, liability, claim, damage
                  and expense whatsoever to the extent of the aggregate amount
                  paid in settlement of any litigation, commenced or threatened,
                  or of any claim whatsoever based upon any untrue statement or
                  omission (including, but not limited to, any and all expense
                  whatsoever reasonably incurred in investigating, preparing or
                  defending against any such litigation or claim) if such
                  settlement is effected with the written consent of the
                  Company; and

                           (iii) In no case shall the Company be liable under
                  this indemnity agreement with respect to any claim made
                  against any Holder Indemnified Party unless the Company shall
                  be notified, by letter or by facsimile confirmed by letter, of
                  any action commenced against such Holder Indemnified Party,
                  promptly after such person shall have been served with the
                  summons or other legal process giving information as to the
                  nature and basis of the claim. The failure to so notify the
                  Company, if prejudicial in any material respect to the
                  Company's ability to defend such claim, shall relieve the
                  Company from its liability to the indemnified person under
                  this Section 8(e), but only to the extent that the Company was
                  prejudiced. The failure to so notify the Company shall not
                  relieve the Company from any liability which it may have
                  otherwise than on account of this indemnity agreement. The
                  Company shall be entitled to participate at its own expense in
                  the defense of any suit brought to enforce any such claim, but
                  if the Company elects to assume the defense, such defense
                  shall be conducted by counsel chosen by it, provided such
                  counsel is reasonably satisfactory to the Holder Indemnified
                  Party in any suit so brought. In the event the Company elects
                  to assume the defense of any such suit and retain such
                  counsel, the Holder Indemnified Party in the suit shall, after
                  the date they are notified of such election, bear the fees and
                  expenses of any counsel thereafter retained by them, as well
                  as any other expenses thereafter incurred by them in
                  connection with the defense thereof; provided, however, that
                  if the Holder Indemnified Party reasonably believes that there
                  may be available to it any defense or counterclaim different
                  than those available to the Company or that representation of
                  the Holder Indemnified Party by counsel for the Company
                  presents a conflict of interest for such counsel, then the
                  Holder Indemnified Party shall be entitled to defend such suit
                  with counsel of its own choosing and the Company shall bear
                  the fees, expenses and other costs of such separate counsel.

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                  (f) INDEMNIFICATION OF THE COMPANY. The Holder agrees to
         indemnify and hold harmless the Company, each underwriter for the
         offering, and each of their officers and directors and agents and each
         other person, if any, who controls the Company and the underwriter
         within the meaning of Section 15 of the Securities Act and any other
         stockholder selling securities against any and all such losses,
         liabilities, claims, damages and expenses as are indemnified against by
         the Company under Section 8(f) (i), (ii) and (iii) above; provided,
         however, that such indemnification by Holder hereunder shall be limited
         to any losses, liabilities, claims, damages, or expenses to the extent
         caused by any untrue statement of a material fact or omission of a
         material fact (required to be stated therein or necessary to make
         statements therein not misleading), if any made (or in settlement of
         any litigation effected with the written consent of such Holders,
         alleged to have been made) in any preliminary prospectus, the
         registration statement or prospectus or any amendment or supplement
         thereof or in any application or other document in reliance upon, and
         in conformity with, written information furnished in respect of such
         Holder by or on behalf of such Holder expressly for use in any
         preliminary prospectus, the registration statement or prospectus or any
         amendment or supplement thereof or in any such application or other
         document or arising out of any action or inaction of such Holder in
         implementing such registered offering. In case any action shall be
         brought against the Company, or any other person so indemnified, in
         respect of which indemnity may be sought against any Holder, such
         Holder shall have the rights and duties given to the Company, and each
         other person so indemnified shall have the rights and duties given to
         Holder, by the provisions of Section 8(f). The person indemnified
         agrees to notify the Holder promptly after the assertion of any claim
         against the person indemnified in connection with the sale of
         securities.

                  (g) CONTRIBUTION. If the indemnification provided for in
         Sections 8(e) and 8(f) above are unavailable or insufficient to hold
         harmless an indemnified party in respect of any losses, claims, damages
         or liabilities (or actions in respect thereof) referred to therein,
         then each indemnifying party shall contribute to the amount paid or
         payable by such indemnified party as a result of such losses, claims,
         damages or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect the relative fault of the
         indemnified party, on one hand, and such indemnifying party, on the
         other hand, in connection with the statements or omissions which
         resulted in such losses, claims, damages, or liabilities (or actions in
         respect thereof). The relative fault shall be determined by reference
         to, among other things, whether the untrue or alleged untrue statement
         of a material fact or the omission or alleged omission to state a
         material fact relates to information supplied by the indemnified party,
         on one hand, or such indemnifying party, on the other hand, and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. No person
         who has committed fraudulent misrepresentation (within the meaning of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation. The amount
         paid or payable by an indemnified party as a result of the losses,
         claims, damages or liabilities (or actions in respect thereof) referred
         to above in this Section shall be deemed to include any legal or other
         expenses reasonably incurred by such indemnified party in connection
         with investigating or defending any such action or claim.

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                  (h) ASSIGNMENT OF REGISTRATION RIGHTS. The right to have the
         Company register Warrant Shares pursuant to this Warrant shall be
         automatically assignable to any transferee of all or any portion of the
         Warrant Shares if: (a) the Holder agrees in writing with the transferee
         or assignee to assign such rights, and a copy of such agreement is
         furnished to the Company within a reasonable time after such
         assignment, (b) the Company is, within a reasonable time after such
         transfer or assignment, furnished with written notice of (i) the name
         and address of such transferee or assignee, and (ii) the securities
         with respect to which such registration rights are being transferred or
         assigned, (c) following such transfer or assignment, the further
         disposition of such securities by the transferee or assignee is
         restricted under the 1933 Act and applicable state securities laws and,
         (d) at or before the time the Company receives the written notice
         contemplated by clause (b) of this sentence, the transferee or assignee
         agrees in writing with the Company to be bound by all of the provisions
         contained herein (the foregoing a "Permitted Transferee").

         9. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 6 East River Piers, Suite
216, Downtown Manhattan Heliport, New York, New York 10004, Attention: Chief
Executive Officer, or at such other address as shall have been furnished to the
holder of this Warrant by notice from the Company. Any such notice, request, or
other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered mail or by recognized overnight mail courier as provided above. All
notices, requests, and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 9, or, if
mailed by registered or certified mail or with a recognized overnight mail
courier two business days following deposit with the United States Post Office
or such overnight mail courier, if postage is prepaid and the mailing is
properly addressed, as the case may be.

         10. LAW, JURISDICTION AND ENFORCEMENT.

                  (a) GOVERNING LAW. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY
         AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
         APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
         STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

                                      -10-
<PAGE>


                  (b) JURISDICITON. THE PARTIES HERETO HEREBY SUBMIT TO THE
         EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN
         PENNSYLVANIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,
         THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
         CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
         DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
         PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
         PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT
         EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
         PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE
         PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A
         FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
         CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH
         JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

                  (c) JURY TRIAL. THE COMPANY AND THE PURCHASER HEREBY
         KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT WHICH IT MAY
         HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
         BASED HEREON, OR ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE
         DEALINGS BETWEEN THE COMPANY AND THE PURCHASER, THIS AGREEMENT OR ANY
         DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,
         COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
         ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER OR NOT EXISTING OR
         HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

                  (d) ENFORCEMENT COSTS. If any legal action or other proceeding
         is brought for the enforcement of this Agreement, or because of an
         alleged dispute, breach, default or misrepresentation in connection
         with any provisions of this Agreement, the successful or prevailing
         party or parties shall be entitled to recover reasonable attorneys'
         fees, court costs and expenses even if not taxable as court costs
         (including, without limitation, all such fees, costs and expenses
         incident to appeals), incurred in that action or proceeding, in
         addition to any other relief to which such party or parties may be
         entitles.

         11.      MISCELLANEOUS.

                  (a) AMENDMENTS. This Warrant and any provision hereof may only
         be amended by an instrument in writing signed by the Company and the
         holder hereof.

                  (b) DESCRIPTIVE HEADINGS. The descriptive headings of the
         several paragraphs of this Warrant are inserted for purposes of
         reference only, and shall not affect the meaning or construction of any
         of the provisions hereof.

                                      -11-
<PAGE>


                  (c) CASHLESS EXERCISE. In lieu of a monetary payment of the
         aggregate Exercise Price, the Holder may elect to receive, without the
         payment of any additional consideration, shares equal to the value of
         this Warrant or portion thereof by the surrender of such Warrant to the
         Company with the "cashless exercise" election marked in the form of
         Subscription Notice. Thereupon, the Company shall issue to the Holder,
         such number of fully paid and non-assessable shares as is computed
         using the following formula:

                                      X  =   Y(A-B)
                                                A

where             X=       the number of Shares to be issued to the Holder
                           pursuant to this Section 11(c) upon such cashless
                           exercise election.

                  Y=       the number of shares covered by this Warrant in
                           respect of which the cashless exercise election is
                           made.

                  A=       the Fair Market Value (as defined in Article V
                           hereof) of one Share, as at the time the cashless
                           exercise election is made.

                  B=       the Exercise Price in effect under this Warrant at
                           the time the cashless exercise election is made.

                  For purposes of this section, "Fair Market Value" means the
         value of a share of Common Stock on a particular date, determined as
         follows: (i) if the Common Stock is not listed on such date on any
         national securities exchange but is traded in the over-the-counter
         market, the closing "bid" quotations of a share of Common Stock on such
         date (or if none, on the most recent date on which there were bid
         quotations of a share of Common 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 Common Stock is listed on such date on one or more national
         securities exchanges, the last reported sale price of a share of Common
         Stock on such date as recorded on the composite tape system, or, if
         such system does not cover the Common Stock, the last reported sale
         price of a share of Common Stock on such date on the principal national
         securities exchange on which the Common Stock is listed, or if no sale
         of Common Stock took place on such date, the last reported sale price
         of a share of Common Stock on the most recent day on which a sale of a
         share of Common Stock took place as recorded by such system or on such
         exchange, as the case may be; or (iii) if the Common Stock is neither
         listed on such date on a national securities exchange nor traded in the
         over-the-counter market, as determined by the Company.


                   (d) REMEDIES. The Company acknowledges that a breach by it of
         its obligations hereunder will cause irreparable harm to the holder, by
         vitiating the intent and purpose of the transaction contemplated
         hereby. Accordingly, the Company acknowledges that the remedy at law
         for a breach of its obligations under this Warrant will be inadequate
         and agrees, in the event of a breach or threatened breach by the
         Company of the provisions of this Warrant, that the holder shall be
         entitled, in addition to all other available remedies at law or in
         equity, and in addition to the penalties assessable herein, to an
         injunction or injunctions restraining, preventing or curing any breach
         of this Warrant and to enforce specifically the terms and provisions
         thereof, without the necessity of showing economic loss and without any
         bond or other security being required.

            [The remainder of this page is intentionally left blank.]


                                      -12-
<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                             U. S. HELICOPTER CORPORATION



                                             By:  /S/ JOHN G. MURPHY
                                                --------------------------------
                                                John G. Murphy
                                                Chief Executive Officer and
                                                President


Dated:  July 3, 2008



                                      -13-
<PAGE>


                           FORM OF EXERCISE AGREEMENT



                                                        Dated: ________ __, 200_



To:      ______________________





The undersigned, pursuant to the provisions set forth in the within Warrant,
hereby agrees to purchase ________ shares of Common Stock covered by such
Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check or by
wire transfer for the account of the Company to [INSERT THE COMPANY'S WIRE
TRANSFER DETAILS] in the amount of $________, or, if the resale of such Common
Stock by the undersigned is not currently registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended, by
surrender of securities issued by the Company (including a portion of the
Warrant) having a market value (in the case of a portion of this Warrant,
determined in accordance with Section 11(c) of the Warrant) equal to $_________.
Please issue a certificate or certificates for such shares of Common Stock in
the name of and pay any cash for any fractional share to:



                                       Name:       _____________________________


                                       Signature:  _____________________________

                                       Address:
                                                   -----------------------------


                                   Note: The above signature should correspond
                                   exactly with the name on the face of the
                                   within Warrant, if applicable.


and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.



                                      -14-
<PAGE>


                               FORM OF ASSIGNMENT





         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth herein
below, to:


NAME OF ASSIGNEE                    ADDRESS                   NO. OF SHARES







, and hereby irrevocably constitutes and appoints
___________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within-named corporation, with full power of
substitution in the premises.



Dated:   ________ __, 200_



In the presence of:                 Name:       _____________________________


                                    Signature:  _____________________________
Title of Signing Officer or Agent (if any):

                                    Address:
                                                -----------------------------

                                   Note: The above signature should correspond
                                   exactly with the name on the face of the
                                   within Warrant, if applicable.


                                      -15-