EXHIBIT 10.87

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, PHILADELPHIA FINANCIAL, LLC (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 937,500 (NINE HUNDRED THIRTY SEVEN THOUSAND FIVE
HUNDRED) 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"). This Warrant is being issued
pursuant to the terms and conditions of that certain Amended and Restated Note
Purchase Agreement dated as of the date hereof between the Holder and the
Company (the "Note Purchase Agreement"). Any capitalized terms not otherwise
defined herein shall have the definitions set forth in the Note Purchase
Agreement.

      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,
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.
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      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,


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                  (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

                  (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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<PAGE>

      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.


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<PAGE>

            (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.

            (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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<PAGE>

            (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;


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<PAGE>

                  (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

                  (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


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<PAGE>

            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 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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<PAGE>

            (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. 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. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK 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. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.


                                       10
<PAGE>

      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.

            (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.


                                       11
<PAGE>

            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:
                                                       -------------------------
                                                       George J. Mehm, Jr.
                                                       Chief Financial Officer

Dated: _________, 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.
<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.