EXHIBIT 10.85

                              AMENDED AND RESTATED
                             NOTE PURCHASE AGREEMENT

      THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT ("Agreement") is made as
of this 7th day of November, 2008, between U.S. HELICOPTER CORPORATION (the
"Company"), a Delaware corporation, PHILADELPHIA FINANCIAL, LLC (the
"Purchaser"), and for purposes of Sections 2.4, 3.2, 4.3 and 5.4(c) of this
Agreement only, those officers of the Company whose names are set forth on the
signature page hereof (each, a "Company Officer" and together, the "Company
Management").

                                    RECITALS

      WHEREAS, the Purchaser previously made a bridge loan to the Company in the
principal amount of $400,000, which remains outstanding as of the date hereof
(the "Prior Bridge Loan") pursuant to the terms and conditions of that certain
Note Purchase Agreement entered into between the Purchaser and the Company as of
August 28, 2008 (the "Note Purchase Agreement");

      WHEREAS, the Purchaser has agreed to make additional advances of up to
$250,000 to the Company upon the terms and conditions set forth herein;

      WHEREAS, the Company has authorized the issuance and sale of the Company's
Amended and Restated Convertible Promissory Note (the "Note") to the Purchaser
in the aggregate principal amount of $650,000.00, having the terms set forth in
Exhibit A attached hereto and certain warrants as described herein; and

      WHEREAS, the parties desire to amend the Note Purchase Agreement and the
note issued in connection with the Prior Bridge Loan and to extend the maturity
date thereunder on the terms set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in this Agreement, the Company and the Purchaser agree as
follows:

      1. PURCHASE AND SALE OF THE NOTE.

            1.1 Subject to the terms and conditions contained in this Agreement,
      at the Closing (as hereinafter defined) the Purchaser shall advance to the
      Company the sum of $250,000.00 (Two Hundred Fifty Thousand Dollars and
      00/100) (the "Additional Loan Amount") which shall be payable via wire
      transfer to the Company's designated account (not later than the Closing
      Date (as hereinafter defined)). The parties acknowledge and agree that the
      Additional Loan Amount shall be reflected in the terms of an Amended and
      Restated Note to be issued as of the Closing Date which shall include
      amounts payable under the Prior Bridge Loan.
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            1.2 The Note shall be repaid, together with all accrued and unpaid
      interest, on the earlier of (a) 90 days after the Closing Date or (b) the
      date upon which the Company receives gross proceeds of at least $3.0
      million in a private placement of its securities (the "Maturity Date").
      Repayment of the Note shall be secured by a pledge of 25,000 shares
      ("Pledgeco Pledged Collateral") of common stock of Miami International
      Holdings, Inc., a Delaware corporation ("Pledgeco"), as well as 600,000
      shares of Company common stock held by certain members of Company
      Management as set forth herein ("Company Pledged Collateral").

            1.3 The Note, together with accrued but unpaid interest, shall be
      convertible at the option of the Purchaser, into shares of the Company's
      common stock, par value $0.001 per share (the "Common Stock"), at a price
      equal to $0.20 per share. The shares issuable upon conversion of the Note
      (the "Conversion Shares") shall be entitled to piggyback registration
      rights.

            1.4 The Note shall bear interest at the rate of 15% per annum based
      on a 365-day year, of which 60 days' worth of interest of the Additional
      Loan Amount, equal to $6,250, shall be prepaid on the Closing Date. The
      interest prepaid shall be non-refundable in the event of early repayment.

            1.5 As additional consideration, the Purchaser shall receive from
      the Company an origination fee of five percent (5%) of the Additional Loan
      Amount, equal to $12,500, which shall be payable on the Closing Date.

      2. CLOSING.

            2.1 Date of Closing. The closing of the purchase and sale of the
      Note (the "Closing") shall take place on November 7, 2008, or such other
      day as agreed to by the parties (the "Closing Date"). Time is of the
      essence such that the Closing shall take place as soon as possible.

            2.2 Items to be Delivered by the Purchaser to the Company. The
      following shall be delivered by the Purchaser to the Company on the
      Closing Date:

                  (a) this Agreement executed by the Purchaser;

                  (b) the Additional Loan Amount, less the prepaid interest as
            set forth in Section 1.4 hereof and the origination fee as set forth
            in Section 1.5 hereof, by check or wire transfer to the account
            designated by the Company; and

                  (c) the Pledge and Escrow Agreement (the "Pledge Agreement")
            with respect to the Pledgeco Pledged Collateral executed by the
            Purchaser and the Escrow Agent, as defined therein.

                  (d) the Pledge and Escrow Agreement II (the "Second Pledge
            Agreement") with respect to the Company Pledged Collateral executed
            by Purchaser and the Escrow Agent, as defined therein.


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            2.3 Items to be Delivered to the Purchaser by the Company. The
      following shall be delivered by the Company to the Purchaser on the
      Closing Date:

                  (a) this Agreement executed by the Company;

                  (b) the Pledge Agreement executed by the Company, the Escrow
            Agent, the Pledgors and the Key Holders (all as defined therein);

                  (c) the Second Pledge Agreement executed by the Company, the
            Escrow Agent and the Pledgors (all as defined therein);

                  (d) Consent to transactions contemplated hereby from YA Global
            Investments, L.P. ("YA Global") in form and scope reasonably
            satisfactory to YA Global, the Company and the Purchaser;

                  (e) Consent to transactions contemplated by the Pledge
            Agreement from Pledgeco and its stockholders, including Univest
            Miami Holdings Limited, in form and scope reasonably satisfactory to
            Pledgeco and its stockholders;

                  (f) the Note; and

                  (g) the Warrant (as defined below).

            2.4 Items to be Delivered to the Purchaser by Company Management.
      The following shall be delivered by Company Management to the Purchaser on
      the Closing Date:

                  (a) this Agreement executed by Company Management as to
            Sections 2.4, 3.2, 4.3 and 5.4(c) of this Agreement only;

                  (b) certificates representing the Management Shares;

                  (c) duly executed stock powers or other appropriate transfer
            documents with respect to the Management Shares executed in blank by
            Company Management; and

                  (d) the Second Pledge Agreement executed by the Company, the
            Escrow Agent and the Pledgors (all as defined therein).

      3. INDUCEMENT WARRANT AND SHARES.

            3.1 Warrant. As an inducement to purchase the Note, the Purchaser
      shall be entitled to receive warrants to purchase up to 937,500 shares of
      the Company's common stock (the "Warrant"). The Warrant shall be
      exercisable for a period of five years from the Closing Date at an
      exercise price of $0.20 per share. The shares issuable upon exercise of
      the Warrant (the "Warrant Shares") shall be entitled to piggyback
      registration rights.


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            3.2 Shares. As an inducement to purchase the Note and to extend the
      maturity date of the Prior Bridge Loan, the Purchaser shall be entitled to
      receive 325,000 shares of the Company's common stock (the "Management
      Shares") to be transferred and assigned to Purchaser by Company Management
      from their respective individual holdings (in such proportion as Company
      Management may determine in their sole discretion). The Management Shares
      shall be entitled to piggyback registration rights.

      4. REPRESENTATIONS AND WARRANTIES.

            4.1 Representations and Warranties of the Company. The Company
      represents and warrants that as of the date of this Agreement:

                  (a) Existence. The Company is a corporation duly organized and
            in good standing under the laws of the State of Delaware and is duly
            qualified to do business and is in good standing in all states where
            such qualification is necessary, except for those jurisdictions in
            which the failure to qualify would not, in the aggregate, have a
            material adverse effect on the Company's financial condition,
            results of operations or business.

                  (b) Authority. The execution and delivery by the Company of
            this Agreement and the issuance of the Note, the Conversion Shares,
            the Warrant and the Warrant Shares (together, the "Company
            Securities") (i) are within the Company's corporate powers; (ii)
            have been duly authorized by the Company's board of directors; (iii)
            are not in contravention of the terms of the Company's certificate
            of incorporation or bylaws; (iv) are not in contravention of any law
            or laws; (v) except for the filing of a Form D Notice with the
            Securities and Exchange Commission (the "SEC") and any exemption
            filing related thereto which may be required to be made pursuant to
            applicable state securities or "blue sky" laws, do not require any
            governmental consent, registration or approval; (vi) do not
            contravene any contractual or governmental restriction binding upon
            the Company; and (vii) will not result in the imposition of any
            lien, charge, security interest or encumbrance upon any property of
            the Company under any existing indenture, mortgage, deed of trust,
            loan or credit agreement or other material agreement or instrument
            to which the Company is a party or by which the Company or any of
            the Company's property may be bound or affected.

                  (c) Binding Effect. This Agreement, the Note and the Warrant
            have been duly authorized, executed and delivered by the Company and
            constitute the valid and legally binding obligations of the Company,
            enforceable in accordance with their respective terms, subject to
            bankruptcy, insolvency, reorganization and other laws of general
            applicability relating to or affecting creditors' rights and to
            general equity principles. Upon issuance, the Conversion Shares and
            the Warrant Shares shall be duly authorized, validly issued, fully
            paid and nonassessable shares of Common Stock.

                  (d) Capitalization. The authorized capital stock of the
            Company consists of 500,000,000 shares of Common Stock, 45,712,669
            shares of which were issued and outstanding as of November 1, 2008,
            and 25,000,000 shares of authorized Preferred Stock, par value
            $0.001 per share, none of which are issued and outstanding.


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<PAGE>

                  (e) Disclosure Documents. The Company has furnished to the
            Purchaser or made available at the website of the SEC
            (http://www.sec.gov), copies of the Company's (i) Annual Report on
            Form 10-KSB for the fiscal year ended December 31, 2007 as filed
            with the SEC on April 15, 2008; (ii) Quarterly Reports on Form
            10-QSB for the fiscal quarter ended March 31, 2008 and June 30, 2008
            as filed with the SEC on May 20, 2008 and August 19, 2008,
            respectively, and (iii) Reports on Form 8-K as filed with the SEC on
            September 4, 2008 and September 18, 2008 and October 10, 2008,
            respectively (together, the "SEC Documents").

                  (f) Securities Matters. Subject to the accuracy of the
            representations of the Purchaser set forth in Section 4.2 hereof,
            the offer, sale and issuance of the Company Securities as
            contemplated by this Agreement are exempt from the registration
            requirements of the Securities Act of 1933, as amended (the
            "Securities Act"). The Company has complied and will comply with all
            applicable state securities or "blue sky" laws in connection with
            the offer, sale and issuance of the Company Securities as
            contemplated by this Agreement.

            4.2 Representations and Warranties of the Purchaser. The Purchaser
      represents and warrants that as of the date of this Agreement:

                  (a) Authorization of the Agreement. This Agreement constitutes
            a valid and legally binding obligation of the Purchaser except to
            the extent that enforceability may be limited by bankruptcy,
            insolvency or similar laws affecting creditors' rights generally or
            by general principles of equity.

                  (b) No Conflict. The execution, delivery and performance by
            the Purchaser of this Agreement and the consummation by the
            Purchaser of the transactions contemplated hereby do not and will
            not at the Closing (a) violate any provision of law, statute, rule
            or regulation, or any ruling, writ, injunction, order, judgment or
            decree of any court, administrative agency or other governmental
            body applicable to the Purchaser, or any of its properties or
            assets, or (b) conflict with or result in any breach of any of the
            terms, conditions or provisions of, or constitute (with due notice
            or lapse of time, or both) a default (or give rise to any right of
            termination, cancellation or acceleration) under, or result in the
            creation of any encumbrance upon any of the properties or assets of
            the Purchaser under any material contract to which the Purchaser is
            a party.

                  (c) Investment Representations.

                        (i) The Purchaser has, or the Purchaser's designated
                  representatives have, received and reviewed the SEC Documents,
                  concluded a satisfactory due diligence investigation of the
                  Company and had an opportunity to review the documents
                  provided by the Company and to have all questions related
                  thereto satisfactorily answered.


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<PAGE>

                        (ii) The Purchaser understands the fundamental risks of
                  the Company Securities and the Management Shares (together,
                  the "Securities"). The Purchaser has determined (a) that he
                  can reasonably benefit from the investment based upon net
                  worth, income, overall investment objectives and portfolio
                  structure, (b) that the Purchaser's overall commitment to
                  investments which are not readily marketable is not
                  disproportionate to the Purchaser's net worth, and that the
                  Securities will not cause such overall commitment to become
                  excessive, and (c) that the Purchaser is able to bear the
                  economic risk of the Securities, including the loss of the
                  entire value of the investment. Additionally, the Purchaser
                  understands that that there are restrictions on the
                  Purchaser's right to liquidate the Securities.

                        (iii) The Purchaser has reviewed the Risk Factors
                  included in the SEC Documents, and understands the Risk
                  Factors describing that the Company (a) has substantial
                  liabilities, (b) may not be able to obtain sufficient funds to
                  grow its business and any subsequent financings may be on
                  terms adverse to the Securities, and (c) is currently not
                  profitable.

                        (iv) The Purchaser has (a) previously invested in
                  unregistered securities and (b) sufficient financial and
                  investing expertise to evaluate and understand the risks of
                  the Securities.

                        (v) The Purchaser has received from the Company, and is
                  relying on, no representations or projections (except as set
                  forth in this Agreement or the SEC Documents) with respect to
                  the Company's business and prospects.

                        (vi) The Purchaser is an "accredited investor" within
                  the meaning of Regulation D under the Securities Act.

                        (vii) The Purchaser is acquiring the Securities for
                  investment purposes only without intent to distribute the
                  same, and acknowledges that the Securities have not been
                  registered under the Securities Act and applicable state
                  securities laws, and accordingly, constitute "restricted
                  securities" for purposes of the Securities Act and such state
                  securities laws.

                        (viii) The Purchaser understands that he will not be
                  able to transfer the Securities except upon compliance with
                  the registration requirements of the Securities Act and
                  applicable state securities laws or exemptions therefrom.

                        (ix) The Purchaser understands that the certificates
                  and/or instruments evidencing the Securities will contain a
                  legend to the foregoing effect.

            4.3 Representations and Warranties of Company Management. Each
      Company Officer represents and warrants that as of the date of this
      Agreement:


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                  (a) The Management Shares being assigned by such Company
            Officer under this Agreement, and the shares of common stock
            representing the Company Pledged Collateral are not subject to any
            lien, claim, encumbrance or restriction of any nature.

                  (b) Each Company Officer has all requisite power and authority
            to execute, deliver and perform the sections of this Agreement to
            which he is party, and to consummate the transactions contemplated
            thereby. This Agreement has been duly executed and delivered by each
            Company Officer as to the sections to which he is party. This
            Agreement constitutes the legal, valid and binding obligation of
            each Company Officer as to the sections to which he is party,
            enforceable against such Company Officer in accordance with its
            terms, subject as to enforcement of remedies to applicable
            bankruptcy, insolvency, reorganization or similar laws affecting
            generally the enforcement of creditors' rights and the relief of
            debtors.

      5. MISCELLANEOUS.

            5.1 Confidentiality.

                  (a) The Purchaser agrees to keep confidential any and all
            non-public information delivered or made available to the Purchaser
            by the Company except for disclosures, as necessary, made by the
            Purchaser to the Purchaser's officers, directors, employees, agents,
            counsel and accountants each of whom shall be notified by the
            Purchaser of this confidentiality covenant and for whom the
            Purchaser shall be liable in the event of any breach of this
            covenant by any such individual or individuals; provided, however,
            that nothing herein shall prevent the Purchaser from disclosing such
            information (a) upon the order of any court or administrative
            agency, (b) upon the request or demand of any regulatory agency or
            authority having jurisdiction over the Purchaser, (c) which has been
            publicly disclosed other than as a result of a breach of this
            Section 5.1(a) or (d) to any of its members provided that any such
            members agree in writing (with a copy provided to the Company) to be
            bound by confidentiality provisions in form and substance
            substantially as those contained herein. In the event of a mandatory
            disclosure described in clause (a) or (b) of the preceding sentence,
            the Purchaser shall promptly notify the Company in writing of any
            applicable order, request or demand for such information, cooperate
            with the Company if and to the extent that the Company elects to
            seek a protective order or other relief from such order, request, or
            demand, and disclose only the minimal amount of information
            ultimately required to be disclosed. The Purchaser shall not use for
            his/her/its own benefit, nor permit any other person to use for such
            person's benefit, any of the Company's non-public information
            including, without limitation, in connection with the purchase
            and/or sale of the Company's securities.

                  (b) The Company shall in no event disclose non-public
            information to the Purchaser, advisors to or representatives of the
            Purchaser unless prior to disclosure of such information, the
            Company marks such information as "Non-Public Information -
            Confidential" and provides the Purchaser, such advisors and
            representatives with the opportunity to accept or refuse to accept
            such non-public information for review. The Company may, as a
            condition to disclosing any non-public information hereunder,
            require the Purchaser's advisors and representatives to enter into a
            confidentiality agreement in form reasonably satisfactory to the
            Company and the Purchaser.


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<PAGE>

                  (c) Nothing herein shall require the Company to disclose
            non-public information to the Purchaser or its advisors or
            representatives, and the Company represents that it does not
            disseminate non-public information to any Purchasers who purchase
            stock in the Company in a public offering, to money managers or to
            securities analysts.

            5.2 Legends. To the extent applicable, each note, certificate or
      other document evidencing the Securities to be purchased and sold pursuant
      to this Agreement shall be endorsed with the legends set forth below, and
      the Purchaser on behalf of itself and each holder of the Securities
      covenants that, except to the extent such restrictions are waived by the
      Company, it shall not transfer the Securities without complying with the
      restrictions on transfer described in the legends endorsed on such
      Securities:

                  (a) The following legend under the Securities Act:

                  "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."

                  (b) If required by the authorities of any state in connection
            with the issuance or sale of the Securities, the legend required by
            such state authority.

                  (c) The legend set forth above shall be removed from the
            Securities and the Company shall within two (2) business days issue
            a certificate without such legend to the holder of the Securities
            upon which it is stamped, unless otherwise required by state
            securities laws, in connection with a sale transaction, (i) provided
            the Securities are registered under the Securities Act or (ii) after
            such holder provides the Company with an opinion of counsel, which
            opinion shall be in form, substance and scope customary for opinions
            of counsel in comparable transactions, to the effect that a public
            sale, assignment or transfer of the Securities may be made without
            registration under the Securities Act. The legend set forth above
            shall be removed from the Securities and the Company shall issue
            replacement Securities without such legend to the holder of the
            Securities immediately upon the registration of the Securities under
            the Securities Act.


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<PAGE>

            5.3 Use of Proceeds. The Company shall use the proceeds of the
      Additional Loan Amount for working capital, the costs of the transactions
      contemplated hereby as set forth herein (including the related fees and
      expenses) and a portion of the Company's outstanding professional fees.

            5.4 Fees and Expenses.

                  (a) The Company shall pay (i) a placement fee to certain third
            parties in an amount equal to 8% of the total Additional Loan
            Amount, or $20,000, and (ii) a fee to the pledgors of the Pledgeco
            Pledged Collateral (the "Pledgors") in an amount equal to $25,000.
            The Company agrees that such fees may be deducted from the gross
            Additional Loan Amount at Closing.

                  (b) Each of the Company and the Purchaser shall be responsible
            for all of its fees and expenses in connection with this
            transaction.

                  (c) Company Management shall transfer and assign an aggregate
            of 325,000 shares of Common Stock from their respective holdings to
            the Lender (in such proportion as Company Management may determine
            in their sole discretion).

            5.5 Assignability; Successors. The provisions of this Agreement
      shall inure to the benefit of and be binding upon the permitted successors
      and assigns of the parties hereto.

            5.6 Survival. All agreements, covenants, representations and
      warranties made by the Company or by the Purchaser herein shall survive
      the execution and delivery of this Agreement.

            5.7 Governing Law and Jurisdiction.

                  (a) THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO THE LAWS OF
            THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES
            THEREOF RELATING TO CONFLICTS OF LAWS.

                  (b) THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE
            JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK
            WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, 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.


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            5.8 Counterparts: Headings. This Agreement may be executed in
      several counterparts, each of which shall be deemed an original, but such
      counterparts shall together constitute but one and the same agreement. The
      descriptive headings in this Agreement are inserted for convenience of
      reference only and shall not affect the construction of this Agreement.

            5.9 Legal Representation.

                  (a) The Purchaser represents and warrants that he has
            carefully read this Agreement and knows the contents hereof, that he
            has signed this Agreement freely and voluntarily and that he has
            obtained independent counsel in reviewing this document. The
            Purchaser further acknowledges that the law firm of Gallagher,
            Briody & Butler has memorialized the within Agreement and has
            provided legal advice solely to the Company with respect to this
            Agreement.

                  (b) The Purchaser was provided the opportunity to retain
            individual counsel, and has retained individual counsel to review
            this Agreement on Purchaser's behalf.

            5.10 Entire Agreement, Amendments. This Agreement and the Exhibits
      hereto contain the entire understanding of the parties with respect to the
      subject matter hereof, and supersede all other representations and
      understandings, oral or written, with respect to the subject matter
      hereof. No amendment, modification, alteration, or waiver of the terms of
      this Agreement or consent required under the terms of this Agreement shall
      be effective unless made in a writing, which makes specific reference to
      this Agreement and which has been signed by the Company and the Purchaser.
      Any such amendment, modification, alteration, waiver or consent shall be
      effective only in the specific instance and for the specific purpose for
      which given.

            5.11 Notices. All communications or notices required or permitted by
      this Agreement shall be in writing and shall be delivered personally, by
      certified or registered mail with postage prepaid, or by facsimile and
      addressed as follows, unless and until either of such parties notifies the
      other in accordance with this Section of a change of address.
      Communications or notices shall be deemed to have been given or made when
      delivered in hand, deposited in the mail, or sent by facsimile with
      confirmation (if sent by facsimile on a non-business day, receipt be
      deemed to have occurred on the next succeeding business day).

            IF TO THE COMPANY:      U.S. Helicopter Corporation
                                    6 East River Piers, Suite 216
                                    Downtown Manhattan Heliport
                                    New York, New York 10004
                                    Attn.: John G. Murphy, CEO and President
                                    Telephone: 212-248-2002
                                    Fax: 212-248-0940


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<PAGE>

            WITH A COPY TO:         Gallagher, Briody & Butler
                                    155 Village Boulevard
                                    2nd Floor
                                    Princeton, New Jersey 08540
                                    Attn: Thomas P. Gallagher, Esq.
                                    Telephone: 609-452-6000
                                    Fax: 609-452-0090

            IF TO THE PURCHASER:    Philadelphia Financial, LLC
                                    ___________________________
                                    ___________________________
                                    Telephone:  _______________
                                    Fax: ______________________

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

            5.13 Maximum Interest. It is expressly stipulated and agreed to be
      the intent of the Company and the Purchaser at all times to comply with
      the applicable law governing the maximum rate of interest payable on or in
      connection with all indebtedness and transactions hereunder (or applicable
      United States federal law to the extent that it permits Purchaser to
      contract for, charge, take, reserve or receive a greater amount of
      interest). If the applicable law is ever judicially interpreted so as to
      render usurious any amount of money or other consideration called for
      hereunder, or contracted for, charged, taken, reserved or received with
      respect to any loan or advance hereunder, or if acceleration of the
      maturity of the Note results in the Company's having paid any interest in
      excess of that permitted by law, then it is the Company's and the
      Purchaser's express intent that all excess cash amounts theretofore
      collected by Purchaser be credited on the principal balance of the Note
      (or if the Note has been or would thereby be paid in full, refunded to the
      Company), and the provisions of this Agreement immediately be deemed
      reformed and the amounts thereafter collectible hereunder reduced, without
      the necessity of the execution of any new document, so as to comply with
      the applicable law, but so as to permit the recovery of the fullest amount
      otherwise called for hereunder. The right to accelerate maturity of the
      Note does not include the right to accelerate any interest which has not
      otherwise accrued on the date of such acceleration, and the Purchaser does
      not intend to collect any unearned interest in the event of acceleration.

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


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<PAGE>

            5.15 JURY TRIAL. THE COMPANY AND THE PURCHASER HEREBY KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT WHICH IT MAY HAVE TO A TRIAL
      BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR
      ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN
      THE COMPANY AND THE PURCHASER, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN
      CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR
      THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
      WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

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<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as of the day and year first above written.

                                                     U.S. HELICOPTER CORPORATION

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



                                                     PURCHASER


                                                     ---------------------------

      IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement with respect to Sections 2.4, 3.2, 4.3 and 5.4(c) hereof only as of
the day and year first above written.


                                                     By:
                                                        ------------------------
                                                     Name:
                                                     Title:


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