EXHIBIT 10.54 Dated: May 14, 2007 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. USHP-5-1
$500,000 U.S. HELICOPTER CORPORATION Secured Convertible Debenture Due: July 14, 2007 This Secured Convertible Debenture (the Debenture) is issued on May 14, 2007
(the Issuance Date) by U.S. HELICOPTER CORPORATION,a Delaware corporation (the
Obligor), to CORNELL CAPITAL PARTNERS, L.P. (the Holder), pursuant to that
certain Securities Purchase Agreement (the Securities Purchase Agreement) dated May 14, 2007. FOR VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or its successors and
assigns the principal sum of Five Hundred Thousand Dollars ($500,000) together with accrued but unpaid interest on or before
July 14, 2007 (the Maturity Date). Interest. Interest shall accrue on the outstanding principal balance hereof at an
annual rate equal to eighteen percent (18%). Interest shall be calculated on the basis of a 365-day year and the actual
number of days elapsed, to the extent permitted by applicable law. Interest hereunder shall be paid to the Holder or its
assignee on the Maturity Date in whose name this Debenture is registered on the records of the Obligor regarding registration
and transfers of Debentures (the Debenture Register) and shall be payable in Common Stock at the rate
equal to the Conversion Price in effect at the time of payment. Mandatory Prepayment. In the event the Obligor closes on any debt or equity financing
(each a Subsequent Financing) after the Issuance Date, Obligor shall remit to the Holder all of the net
proceeds from such Subsequent Financings until all amounts owed under this Debenture are paid in full.  
 Payment at Maturity. The Obligor shall pay all outstanding principal and interest on
this Debenture on the Maturity Date. With the exception of Mandatory Prepayments, or as otherwise set forth herein or in the
Securities Purchase Agreement, no payments of any amounts of outstanding principal or accrued interest shall be made by the
Obligor prior to the Maturity Date. Security Agreements. This Debenture is secured by an Amended and Restated Security
Agreement of even date herewith between the Obligor and the Holder (the Security Agreement). This Debenture is subject to the following additional provisions: Section 1. (a) General. This Debenture is exchangeable for an equal aggregate principal amount of
Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be
made for such registration of transfer or exchange. (b)
Right of Redemption. The Company at its option shall have the right to
redeem, with fifteen (15) days advance written notice (the Redemption
Notice), a portion or all of the amounts outstanding under the Debenture.
The Holder shall have the right to convert an amount equal to the amount noted
in the Redemption Notice; provided that such amount does not exceed the 4.99%
conversion limitation noted below, during the period between the Redemption
Notice and the actual redemption date. The Company shall consummate the redemption set forth in the Redemption Notice and pay the
redemption amount to the Holder within fifteen days (15) days of the date of such Redemption Notice. The redemption amount
shall be equal to one hundred twenty percent (120%) of the amount redeemed plus accrued interest. The right of redemption
described herein shall not apply to any mandatory prepayments as set forth above. If the Company fails to consummate a redemption and pay the redemption amount within the applicable
fifteen (15) day period specified above, then the Company shall pay to the Holder liquidated damages (and not a penalty) of
2% of the amount converted by the Holder. Section 2. Events of Default. (a) An Event of Default, wherever used herein, means any one of the following
events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to
any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): (i) Any default in the payment of the principal of, interest on or other charges in respect of
this Debenture, free of any claim of subordination, as and when the same shall become due and payable (whether on a
Conversion Date or the Maturity Date or by acceleration or otherwise);  
 (ii) The Obligor or any Material Subsidiary (as defined in Section 5) of the Obligor shall
commence, or there shall be commenced against the Obligor or any Material Subsidiary under any applicable bankruptcy or
insolvency laws as now or hereafter in effect or any successor thereto, or the Obligor or any Material Subsidiary commences
any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Obligor or any Material
Subsidiary or there is commenced against the Obligor or any Material Subsidiary any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of 61 days; or the Obligor or any Material Subsidiary is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Obligor
or any Material Subsidiary suffers any appointment of any custodian, private or court appointed receiver or the like for it
or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the
Obligor or any Material Subsidiary makes a general assignment for the benefit of creditors; or the Obligor or any Material
Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they
become due; or the Obligor or any Material Subsidiary shall call a meeting of its creditors with a view to arranging a
composition, adjustment or restructuring of its debts; or the Obligor or any Material Subsidiary shall by any act or failure
to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other
action is taken by the Obligor or any Material Subsidiary for the purpose of effecting any of the foregoing; (iii) The Obligor or any subsidiary of the Obligor shall default in any of its obligations under
any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other
instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money
or money due under any long term leasing or factoring arrangement of the Obligor or any subsidiary of the Obligor in an
amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall result
in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and
payable (the Accelerated Due Date) and such default is not cured within ten days of the Accelerated Due
Date; (iv) The Common Stock shall cease to be quoted for trading or listing for trading on either the
Nasdaq OTC Bulletin Board (OTC), or if then listed on Nasdaq Capital Market, New York Stock Exchange,
American Stock Exchange or the Nasdaq National Market (each, a Subsequent Market) shall cease to be quoted
for trading or listing on such Subsequent Market and shall not again be quoted or listed for trading thereon within five (5)
Trading Days of such delisting; (v) A Change of Control Transaction (as defined in Section 5) shall have occurred; (vi) RESERVED; (vii) RESERVED; (viii) The Obligor shall fail for any reason to deliver Common Stock certificates to a Holder
prior to the fifth (5th) Trading Day after a Conversion Date or the Obligor shall provide notice to the Holder,
including by way of public announcement, at any time, of its intention not to comply with requests for conversions of this
Debenture in accordance with the terms hereof;  
 (ix) The Obligor shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as
defined herein) within three (3) days after notice is claimed delivered hereunder; (x) The Obligor shall fail after ten (10) days written notice thereof by the Holder to observe or
perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of
this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(ix) hereof) or any Transaction Document (as
defined in
Section 5) which is not cured with in the time prescribed; (xi) Any event of default under any of the Other Debentures. (b) During the time that any portion of this Debenture is outstanding, if any Event of Default has
occurred, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to
the date of acceleration shall become at the Holder's election, immediately due and payable in cash, provided however,
the Holder may request (but shall have no obligation to request) payment of such amounts in Common Stock of the Obligor. In
addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any
time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price then in-effect. The Holder need not
provide and the Obligor hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to
payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right
consequent thereon. Upon an Event of Default, notwithstanding any other provision of this Debenture or any Transaction
Document, the Holder shall have no obligation to comply with or adhere to any limitations, if any, on the conversion of this
Debenture or the sale of the Underlying Shares. Section 3. Conversion. (a) Conversion at Option of Holder. (i) This Debenture shall be convertible into shares of Common Stock at the option of the Holder,
in whole or in part at any time and from time to time, after the Original Issue Date (as defined in Section 5)
(subject to the limitations on conversion set forth in Section 3(b) hereof). The number of shares of Common Stock
issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding amount of this Debenture to
be converted by (y) the Conversion Price (as defined in Section 3(c)(i)). The Obligor shall deliver Common Stock
certificates to the Holder prior to the Fifth (5th) Trading Day after a Conversion Date. (ii) Notwithstanding anything to the contrary contained herein, if on any Conversion Date: (1) the
number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or held as treasury stock,
is insufficient to pay principal and interest hereunder in shares of Common Stock; (2) the Common Stock is not listed or
quoted for trading on the OTC or on a Subsequent Market; (3) the Obligor has failed to timely satisfy its conversion; or (4)
the issuance of such shares of Common Stock would result in a violation of Section 3(b), then, at the option of the
Holder, the Obligor, in lieu of delivering shares of Common Stock pursuant to Section 3(a)(i), shall deliver, within
three (3) Trading Days of each applicable Conversion Date, an amount in cash equal to the product of the outstanding
principal amount to be converted plus any interest due therein divided by the Conversion Price, chosen by the Holder, and
multiplied by the highest closing price of the stock from date of the conversion notice till the date that such cash payment
is made.  
 Further, if the Obligor shall not have delivered any cash due in respect of conversion of this
Debenture or as payment of interest thereon by the fifth (5th) Trading Day after the Conversion Date, the Holder
may, by notice to the Obligor, require the Obligor to issue shares of Common Stock pursuant to Section 3(c), except
that for such purpose the Conversion Price applicable thereto shall be the lesser of the Conversion Price on the Conversion
Date and the Conversion Price on the date of such Holder demand. Any such shares will be subject to the provisions of this
Section. (iii) The Holder shall effect conversions by delivering to the Obligor a completed notice in the
form attached hereto as Exhibit A (a Conversion Notice). The date on which a Conversion Notice is
delivered is the Conversion Date. Unless the Holder is converting the entire principal amount outstanding
under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor in order to effect
conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus
all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Obligor shall
maintain records showing the principal amount converted and the date of such conversions. In the event of any dispute or
discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. (b) Certain Conversion and Sales Restrictions. (i) Limitation of Conversion by the Holder. A Holder may not convert this Debenture or
receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest
payment would (x) result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the then issued and
outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture
held by such Holder after application of this Section, or (y) result in a violation of the U.S. Department of Transportation
foreign ownership regulations. Since the Holder will not be obligated to report to the Obligor the number of shares of Common
Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of
shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares
which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the
principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has
delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the
Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the
Obligor shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be
converted on such Conversion Date in accordance with the periods described in Section 3(a)(i) and, at the option of
the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future
conversions or return such excess principal amount to the Holder. The provisions of Section 3(b)(i)(x) may be waived
by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other
Holders shall be unaffected by any such waiver.  
 (ii) Limitation of Sales by the Holder. The Holder agrees that for the period expiring on
May 14, 2008, it will not sell any shares of Common Stock obtained through conversion of this Debenture; provided, however,
that this limitation shall expire in the event that the Closing Bid Price of the Common Stock is greater than $1.75 for five
consecutive Trading Days. Anything to the contrary notwithstanding, the restrictions set forth in this clause (ii) shall not
apply: upon the occurrence of an Event of Default; if waived in writing by the Obligor; or to private resales by the
Holder. (c) Conversion Price and Adjustments to Conversion Price. (i) The conversion price in effect on any Conversion Date shall be equal to the lesser of (a)
$1.45 (the Fixed Conversion Price) or (b) ninety five percent (95%) of the lowest Volume Weighted
Average Price of the Common Stock during the thirty (30) trading days immediately preceding the Conversion Date or the
interest payment date, as applicable, as quoted by Bloomberg, LP (the Market Conversion Price), but in no
event less than $.001. The Fixed Conversion Price and the Market Conversion Price are collectively referred to as the
Conversion Price. The Conversion Price may be adjusted pursuant to the other terms of this Debenture. (ii) If the Obligor, at any time while this Debenture is outstanding, shall (a) pay a stock
dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger
number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Obligor,
then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the
number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.  
 (iii) If the Obligor, at any time while this Debenture is outstanding, shall issue rights, options
or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Fixed Conversion Price, then the Fixed Conversion Price shall be multiplied
by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants (plus the number of additional shares of Common Stock offered
for subscription or purchase), and of which the numerator shall be the number of shares of the Common Stock (excluding
treasury shares, if any) outstanding on the date of issuance of such rights or warrants, plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase at the Fixed Conversion Price. Such
adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record
date for the determination of stockholders entitled to receive such rights, options or warrants. However, upon the expiration
of any such right, option or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment
in the Fixed Conversion Price pursuant to this Section, if any such right, option or warrant shall expire and shall not have
been exercised, the Fixed Conversion Price shall immediately upon such expiration be recomputed and effective immediately
upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Fixed
Conversion Price made pursuant to the provisions of this Section after the issuance of such rights or warrants) had the
adjustment of the Fixed Conversion Price made upon the issuance of such rights, options or warrants been made on the basis of
offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of
such rights, options or warrants actually exercised. (iv) If the Obligor or any subsidiary thereof, as applicable, at any time while this Debenture is
outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible
into or exchangeable for shares of Common Stock (Common Stock Equivalents) entitling any Person to acquire
shares of Common Stock other than Excluded Securities, at a price per share less than the Fixed Conversion Price (if the
holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or
rights per share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at a price
per share which is less than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the
Fixed Conversion Price), then, at the sole option of the Holder, the Fixed Conversion Price shall be adjusted to mirror the
conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions
thereof) at issue. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The
Obligor shall notify the Holder in writing, no later than one (1) business day following the issuance of any Common Stock or
Common Stock Equivalent subject to this Section, indicating therein the applicable issuance price, or of applicable reset
price, exchange price, conversion price and other pricing terms. No adjustment under this Section shall be made as a result
of issuances and exercises of options to purchase shares of Common Stock issued for compensatory purposes pursuant to any of
the Obligor's stock option or stock purchase plans.  
 (v) If the Obligor, at any time while this Debenture is outstanding, shall distribute to all
holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe
for or purchase any security, then in each such case the Fixed Conversion Price at which this Debenture shall thereafter be
convertible shall be determined by multiplying the Fixed Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be
the Closing Bid Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Bid
Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors
in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of
assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date
mentioned above. (vi) In case of any reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is converted into other securities, cash or property, the Holder shall have the right thereafter
to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any
other amounts then owing hereunder in respect of this Debenture into the shares of stock and other securities, cash and
property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share
exchange, and the Holder of this Debenture shall be entitled upon such event to receive such amount of securities, cash or
property as the shares of the Common Stock of the Obligor into which the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture could have been converted
immediately prior to such reclassification or share exchange would have been entitled, or (B) require the Obligor to prepay
the outstanding principal amount of this Debenture, plus all interest and other amounts due and payable thereon. The entire
prepayment price shall be paid in cash. This provision shall similarly apply to successive reclassifications or share
exchanges. (vii) The Obligor shall at all times reserve and keep available out of its authorized Common Stock
the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture; and
within three (3) Business Days following the receipt by the Obligor of a Holder's notice that such minimum number of
Underlying Shares is not so reserved, the Obligor shall promptly reserve a sufficient number of shares of Common Stock to
comply with such requirement. (viii) All calculations under this Section 3 shall be rounded up to the nearest $0.0001 or
whole share. (ix) Whenever the Conversion Price is adjusted pursuant to Section 3 hereof, the Obligor
shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.  
 (x) If (A) the Obligor shall declare a dividend (or any other distribution) on the Common Stock;
(B) the Obligor shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Obligor
shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights; (D) the approval of any stockholders of the Obligor shall be required in
connection with any reclassification of the Common Stock, any consolidation or merger to which the Obligor is a party, any
sale or transfer of all or substantially all of the assets of the Obligor, of any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property; or (E) the Obligor shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the Obligor; then, in each case, the Obligor shall cause
to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be mailed
to the Holder at its last address as it shall appear upon the stock books of the Obligor, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided, that the failure
to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day calendar period
commencing the date of such notice to the effective date of the event triggering such notice. (xi) In case of any (1) merger or consolidation of the Obligor or any subsidiary of the Obligor
with or into another Person, or (2) sale by the Obligor or any subsidiary of the Obligor of more than one-half of the assets
of the Obligor in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under
Section 2(b), (B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger,
consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount
of securities, cash and property as the shares of Common Stock into which such aggregate principal amount of this Debenture
could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the
case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Debenture with a
principal amount equal to the aggregate principal amount of this Debenture then held by such Holder, plus all accrued and
unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms identical
(including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and
privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued.
In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or
convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for
such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the
Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption
following such event. This provision shall similarly apply to successive such events.  
 (d) Other Provisions. (i) The Obligor covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and
payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject
to any additional requirements of the Obligor as to reservation of such shares set forth in this Debenture) be issuable
(taking into account the adjustments and restrictions of Sections 2(b) and 3(c)) upon the conversion of the
outstanding principal amount of this Debenture and payment of interest hereunder. The Obligor covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid,
nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act,
registered for public sale in accordance with such Underlying Shares Registration Statement. (ii) Upon a conversion hereunder the Obligor shall not be required to issue stock certificates
representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any
final fraction of a share based on the Closing Bid Price at such time. If the Obligor elects not, or is unable, to make such
a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common
Stock. (iii) The issuance of certificates for shares of the Common Stock on conversion of this Debenture
shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name
other than that of the Holder of such Debenture so converted and the Obligor shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Obligor the amount
of such tax or shall have established to the satisfaction of the Obligor that such tax has been paid. (iv) Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of
Default pursuant to Section 2 herein for the Obligor 's failure to deliver certificates representing shares of Common
Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief,
in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit
the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.  
 In addition to any other rights available to the Holder, if the Obligor fails to deliver to the
Holder such certificate or certificates pursuant to Section 3(a)(i)by the fifth (5th) Trading Day after
the Conversion Date, and if after such fifth (5th) Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder
anticipated receiving upon such conversion (a Buy-In), then the Obligor shall (A) pay in cash to the
Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue multiplied by
(2) the market price of the Common Stock at the time of the sale giving rise to such purchase obligation and (B) at the
option of the Holder, either reissue a Debenture in the principal amount equal to the principal amount of the attempted
conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor timely
complied with its delivery requirements under Section 3(a)(i). For example, if the Holder purchases Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with respect
to which the market price of the Underlying Shares on the date of conversion was a total of $10,000 under clause (A) of the
immediately preceding sentence, the Obligor shall be required to pay the Holder $1,000. The Holder shall provide the Obligor
written notice indicating the amounts payable to the Holder in respect of the Buy-In. (v) The Obligor shall reserve 20% of the 24.99% Foreign Ownership Pool (as herein defined) for the
Holder (the Holder Reserve) and shall not issue any shares of Common Stock to any third party that would
decrease the number of shares of voting Common Stock in the Holder Reserve. The 24.99% Foreign Ownership
Pool means the maximum number of shares of Common Stock that may be owned by persons or entities that are non-U.S.
citizens, as determined pursuant to the U.S. Department of Transportation foreign ownership regulations. (By way of
example, if the 24.99% Foreign Ownership Pool equals 24,999 shares of common stock, the Buyer Reserve shall be 4,999
shares.) Section 4. Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after deposit
with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications shall be: If to the Company, to:
U.S. Helicopter Corporation6 East River PiersDowntown Manhattan HeliportNew York, NY 10004Attention: Chief Executive OfficerTelephone: (212) 248-2002Facsimile: (212) 248-0940  
 With a copy to:
Gallagher, Briody, and ButlerPrinceton Forrestal Village155 Village BoulevardPrinceton, NJ 08540Attention: Thomas P. Gallagher, Esq.Telephone: (609) 452-6000Facsimile: (609) 452-0090If to the Holder:
Cornell Capital Partners, LP101 Hudson Street, Suite 3700Jersey City, NJ 07303Attention: Mark AngeloTelephone: (201) 985-8300With a copy to:
Troy Rillo, Esq.101 Hudson Street  Suite 3700Jersey City, NJ 07302Telephone: (201) 985-8300Facsimile: (201) 985-8266 or at such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party three (3) business days prior to the
effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or
other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. Section 5. Definitions. For the purposes hereof, the following terms shall
have the following meanings: Business Day means any day except Saturday, Sunday and any day which shall be a
federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other
government action to close. Change of Control Transaction means the occurrence of (a) an acquisition after
the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the
Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Obligor, by
contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Obligor (except that the
acquisition of voting securities by the Holder shall not constitute a Change of Control Transaction for purposes hereof), (b)
a replacement at one time or over time of more than one-half of the members of the board of directors of the Obligor which is
not approved by a majority of those individuals who are members of the board of directors on the date hereof (the
Current Directors) or by those individuals who are serving as members of the board of directors on any
date whose nomination to the board of directors was approved by a majority of the members of the board of the Current
Directors, (c) the merger or consolidation of the Obligor or any Material Subsidiary or sale of fifty percent (50%) or more
of the assets of the Obligor or any Material Subsidiary in one or a series of related transactions with or into another
entity, or (d) the execution by the Obligor of an agreement to which the Obligor is a party or by which it is bound,
providing for any of the events set forth above in (a), (b) or (c).  
 Closing Bid Price means the closing bid price of Common Stock as quoted on the
Principal Market (as reported by Bloomberg Financial Markets through its Volume at Price function). Commission means the Securities and Exchange Commission. Common Stock means the common stock, par value $.001, of the Obligor and stock
of any other class into which such shares may hereafter be changed or reclassified. Conversion Date shall mean the date upon which the Holder gives the Obligor
notice of their intention to effectuate a conversion of this Debenture into shares of the Companys Common Stock as
outlined herein. Exchange Act means the Securities Exchange Act of 1934, as amended. Excluded Securities means (a) shares of Common Stock issued in connection with
any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the
Companys securities may be issued to any employee, officer or director for services provided to the Company, (b)
provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid
Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the
following: (i) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the
primary purpose of which is not to raise equity capital), or (ii) any issuance by the Company of securities as consideration
for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or
entity, (c) those options and warrants of the Company issued prior to, and outstanding on, the Issuance Date of this
Debenture, (d) the shares of Common Stock issuable on exercise of such options and warrants, provided such options and
warrants are not amended after the Issuance Date of this Debenture, and (e) the shares of Common Stock issuable upon
exercise of the Warrants issued pursuant to the Securities Purchase Agreement or this Debenture. Material Subsidiary shall mean with respect to the Obligor, a subsidiary of the
Obligor the business, operations, affairs, assets, liabilities, financial condition or properties of which are material to
the business, operations, affairs, assets, liabilities, financial condition, or properties of the Obligor and its
subsidiaries taken as a whole. Original Issue Date shall mean the date of the first issuance of this Debenture
regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such
Debenture. Other Debentures shall mean the secured convertible debentures issued to the Holder
pursuant to the securities purchase agreements between the Obligor and the Holder dated August 4, 2004, August 23, 2005,
March 31, 2006, November 10, 2006 and March 30, 2007, respectively.  
 Person means a corporation, an association, a partnership, organization, a
business, an individual, a government or political subdivision thereof or a governmental agency. Principal Market means the New York Stock Exchange, the American Stock Exchange,
the Nasdaq National Market, the Nasdaq SmallCap Market, whichever is at the time the principal trading exchange or market for
such security, or the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg or,
if no bid or sale information is reported for such security by Bloomberg, then the average of the bid prices of each of the
market makers for such security as reported in the pink sheets by the National Quotation Bureau, Inc. Securities Act means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. Trading Day means a day on which the shares of Common Stock are quoted on the
OTC or quoted or traded on such Subsequent Market on which the shares of Common Stock are then quoted or listed; provided,
that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day. Transaction Documents means the Securities Purchase Agreement or any other
agreement delivered in connection with the Securities Purchase Agreement, including, without limitation, the Security
Agreement, the Irrevocable Transfer Agent Instructions, and the Registration Rights Agreement. Underlying Shares means the shares of Common Stock issuable upon conversion of
this Debenture or as payment of interest in accordance with the terms hereof. Underlying Shares Registration Statement means a registration statement meeting
the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying
Shares and naming the Holder as a selling stockholder thereunder. Section 6. Except as expressly provided herein, no provision of this Debenture shall
alter or impair the obligations of the Obligor, which are absolute and unconditional, to pay the principal of, interest and
other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This
Debenture is a direct obligation of the Obligor. This Debenture ranks pari passu with all other Debentures now or hereafter
issued under the terms set forth herein. As long as this Debenture is outstanding, the Obligor shall not and shall cause
their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other
charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or
otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent
permitted or required under the Transaction Documents; or (iii) enter into any agreement with respect to any of the
foregoing. Section 7. This Debenture shall not entitle the Holder to any of the rights of a
stockholder of the Obligor, including without limitation, the right to vote, to receive dividends and other distributions, or
to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Obligor, unless and to the
extent converted into shares of Common Stock in accordance with the terms hereof.  
 Section 8. If this Debenture is mutilated, lost, stolen or destroyed, the Obligor
shall execute and deliver, in exchange and substitution for and upon cancellation of the mutilated Debenture, or in lieu of
or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Debenture,
and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Obligor. Section 9. No indebtedness of the Obligor is senior to this Debenture in right of
payment, whether with respect to interest, damages or upon liquidation or dissolution or otherwise other than debentures
issued by the Obligor to the Holder prior to the date hereof. Except as permitted under the Security Agreement, without the
Holders consent, the Obligor will not and will not permit any of their subsidiaries to, directly or indirectly, enter
into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior in any
respect to the obligations of the Obligor under this Debenture. Section 10. This Debenture shall be governed by and construed in accordance with the
laws of the State of New Jersey, without giving effect to conflicts of laws thereof. Each of the parties consents to the
jurisdiction of the Superior Courts of the State of New Jersey sitting in Hudson County, New Jersey and the
U.S. District Court for the District of New Jersey sitting in Newark, New Jersey in connection with any dispute arising
under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based
on forum non conveniens to the bringing of any such proceeding in such jurisdictions. Section 11. If the Obligor fails to strictly comply with the terms of this Debenture,
then the Obligor shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation,
attorneys fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without
limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal
advice as to the Holders rights, remedies and obligations, (ii) collecting any sums which become due to the Holder,
(iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection,
preservation or enforcement of any rights or remedies of the Holder. Section 12. Any waiver by the Holder of a breach of any provision of this Debenture
shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other
provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one
or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Debenture. Any waiver must be in writing.  
 Section 13. If any provision of this Debenture is invalid, illegal or unenforceable,
the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other
amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Obligor covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Obligor
from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the
Obligor (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to
the Holder, but will suffer and permit the execution of every such as though no such law has been enacted. Section 14. Whenever any payment or other obligation hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day. Section 15. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ACCEPTANCE OF THIS
AGREEMENT. [The remainder of this page is intentionally left blank.]  
 IN WITNESS WHEREOF, the Obligor has caused this Secured Convertible Debenture to be duly
executed by a duly authorized officer as of the date set forth above. U.S. HELICOPTER CORPORATIONBy: /s/ George J. Mehm, Jr.Name: George J. Mehm, Jr.Title: Chief
Financial Officer, Sr. Vice President and Treasurer  
 EXHIBIT A NOTICE OF CONVERSION (To be executed by the Holder in order to convert the Debenture) TO: The undersigned hereby irrevocably elects to convert $_______________________ of the principal
amount of the above Debenture into Shares of Common Stock of U.S. Helicopter Corporation, according to the conditions stated
therein, as of the Conversion Date written below. Conversion Date:Applicable Conversion Price:Signature:Name:Address:Amount to be converted:
     $Amount of Debenture unconverted:
     $Conversion Price per share:
     $Number of shares of Common Stock to be issued:Please issue the shares of Common Stock in the following name and to the following address:Issue to:Authorized Signature:Name:Title:Phone Number:Broker DTC Participant Code:Account Number: