EXHIBIT 10.86

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.

                              AMENDED AND RESTATED
                           CONVERTIBLE PROMISSORY NOTE

                                                                November 7, 2008

                       SIX HUNDRED FIFTY THOUSAND DOLLARS

                                    15% NOTE

      FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation
(the "Company") hereby promises to pay to the order of PHILADELPHIA FINANCIAL,
LLC (the "Holder"), or its registered assigns, the principal sum of SIX HUNDRED
FIFTY THOUSAND DOLLARS AND 00/100 ($650,000.00), and to pay interest from the
date hereof on the outstanding principal sum at the rate of 15% per annum based
on a 365-day year, such interest to accrue from the date hereof (the "Closing
Date").

      This Note Amends and Restates that certain Convertible Promissory Note
issued by the Company to the Holder as of August 28, 2008 in the principal
amount of $400,000 (the "Original Note") and includes an additional advance in
the principal amount of $250,000 made by the Holder to the Company as of the
date hereof (the "Additional Loan Amount"). The principal amount of this Note
does not reflect interest accrued but not paid since August 28, 2008 under the
Original Note, which remains due and payable as of the date hereof.

      The Company agrees to prepay 60 days' worth of interest pursuant to the
Additional Loan Amount on the Closing Date, which shall be non-refundable in the
event of early repayment. All principal and accrued but unpaid interest under
this Note shall be paid in full on the earlier of (a) 90 days after the Closing
Date or (b) the date upon which the Company receives at least $3.0 million in
gross proceeds in a private placement of its securities (the "Maturity Date").

      This Note is issued pursuant to an Amended and Restated Note Purchase
Agreement dated as of the date hereof between the Company and the Holder (the
"Note Purchase Agreement"). The Holder of this Note is entitled to the benefits
of the Note Purchase Agreement and to enforce the agreements of the Company
contained therein. Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Note Purchase Agreement. All payments
shall be paid in lawful money of the United States of America at the principal
office of the Holder or at such other place as the Holder may designate from
time to time in writing to the Company.
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      1. CONVERSION RIGHTS. At the option of the Holder, the principal amount of
this Note, plus accrued but unpaid interest payable on this Note, shall be
convertible at any time prior to the Maturity Date, into shares of the Company's
common stock, par value $0.001 per share ("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 as set
forth below.

      2. STOCK PLEDGES.

            a. To secure the timely repayment of all sums due under this Note,
      25,000 shares of common stock of Miami International Holdings, Inc., a
      Delaware corporation ("Pledgeco"), have been pledged by certain pledgors
      (together, the "Pledgeco Pledgors") pursuant to a Pledge and Escrow
      Agreement (the "Pledge Agreement") among the Company, the Holder and the
      Pledgeco Pledgors dated as of the date hereof. (Hereinafter these shares
      shall be referred to as the "Pledged Collateral".)

            b. The Pledgeco Pledgors shall be entitled to purchase from the
      Holder, at any time, this Note by payment to the Holder of the outstanding
      principal balance, accrued but unpaid interest and any other amounts due
      under this Note and thereupon, to receive from the Holder return of the
      originally executed Note and the Pledged Collateral, together with any
      instruments of transfer provided with respect to the Pledged Collateral or
      necessary to effectuate transfer of this Note from the Holder to the
      Pledgors.

            c. In addition, to secure the timely repayment of all sums due under
      this Note, 600,000 shares of common stock of the Company have been pledged
      by certain members of the Company's management (the "Company Pledgors")
      pursuant to a Pledge and Escrow Agreement among the Company, the Holder
      and the Company Pledgors dated as of the date hereof. (Hereinafter these
      shares shall be referred to as the "Company Pledged Collateral".)

            d. The Company Pledgors shall be entitled to purchase from the
      Holder, at any time, this Note by payment to the Holder of the outstanding
      principal balance, accrued but unpaid interest and any other amounts due
      under this Note and thereupon, to receive from the Holder return of the
      originally executed Note and the Company Pledged Collateral, together with
      any instruments of transfer provided with respect to the Company Pledged
      Collateral or necessary to effectuate transfer of this Note from the
      Holder to the Company Pledgors.

      3. FULL RECOURSE. Notwithstanding anything to the contrary contained
herein or in the Pledge Agreement, the Holder shall have full recourse against
the Company for any and all obligations of the Company to the Holder created
pursuant to this Note.


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<PAGE>

      4. DEFAULT. The Company shall be in default under this Note upon the
occurrence of any of the following events ("Event of Default"):

            a. Failure to make any principal or interest payment required under
      this Note within three (3) days of the date such payment is due;

            b. Any material default, breach or misrepresentation under the terms
      and provisions of the Note Purchase Agreement that is not cured after 30
      days written notice by Holder to the Company; or

            c. An assignment for the benefit of creditors or the filing of a
      petition under bankruptcy, insolvency or debtor's relief law, or for any
      readjustment of indebtedness, composition or extension by the Company or
      commenced against the Company which is not discharged within 60 days.

      5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of
Default:

            a. specified in clause (c) of Section 4, then the Note shall be
      automatically accelerated and immediately due and payable at the option of
      Holder, without notice or demand;

            b. specified in clauses (a) or (b) of Section 4, then the Holder may
      declare the Note immediately accelerated due and payable; and

            c. the Holder shall have all of the rights and remedies, at law and
      in equity, by statute or otherwise, and no remedy herein conferred upon
      the Holder is intended to be exclusive of any other remedy and each remedy
      shall be cumulative and shall be in addition to every other remedy given
      hereunder or now or hereafter existing at law, in, equity, by statute or
      otherwise.

      6. REGISTRATION RIGHTS. The initial holder of this Note (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 Conversion 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


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<PAGE>

      (but not the Company to the extent it desires to include shares for its
      own account) shall reduce the number of its Conversion 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 6(a) is referred to herein as the
      "Piggyback Registration".

            b. Obligations of Holder. It shall be a condition precedent to the
      obligation of the Company to register any Conversion Shares pursuant to
      this Section 6 that the Holder shall furnish to the Company such
      information regarding the Conversion 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 Conversion 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 6 to effect the registration of the Conversion
      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;


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<PAGE>

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

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

                  (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 Conversion Shares
      in a registration statement pursuant to this Section 6, 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 Conversion Shares
      pursuant to this Section 6, 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:


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<PAGE>

                  (i) Against any and all loss, claim, damage and expense
            whatsoever arising out of or based upon (including, but not limited
            to, any and all expense whatsoever reasonably incurred in
            investigating, preparing or defending any litigation, commenced or
            threatened, or any claim whatsoever based upon) any untrue or
            alleged untrue statement of a material fact contained in any
            preliminary prospectus (if used prior to the effective date of the
            registration statement), the registration statement or the
            prospectus (as from time to time amended and supplemented), or in
            any application or other document executed by the Company or based
            upon written information furnished by the Company filed in any
            jurisdiction in order to qualify the Company's securities under the
            securities laws thereof, or the omission or alleged omission
            therefrom of a material fact required to be stated therein or
            necessary to make the statements therein not misleading, or any
            other violation of applicable federal or state statutory or
            regulatory requirements or limitations relating to action 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 6(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


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<PAGE>

            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.

            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 6(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 6(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
      6(e) and 6(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


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<PAGE>

      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.

            h. Assignment of Registration Rights. The right to have the Company
      register Conversion Shares pursuant to this Warrant shall be automatically
      assignable to any transferee of all or any portion of the Conversion
      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").

      7. CHANGES; PARTIES. This Note can only be changed by an agreement in
writing signed by the Company and the Holder. This Note shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors and assigns.

      8. WAIVER OF PRESENTMENT. The Company hereby waives presentment, demand,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note.

      9. MAXIMUM RATE OF INTEREST. It is expressly stipulated and agreed to be
the intent of the Company and Holder 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 Holder 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 this Note or the indebtedness hereunder or if any prepayment by the


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Company results in the Company's having paid any interest in excess of that
permitted by law, then it is the Company's and Holder's express intent that all
excess cash amounts theretofore collected by Holder be credited against the
principal balance of this Note (or if this Note has been or would thereby be
paid in full, refunded to the Company), and the provisions of this Note
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 this
Note does not include the right to accelerate any interest which has not
otherwise accrued on the date of such acceleration, and Holder does not intend
to collect any unearned interest in the event of acceleration.

      10. NO IMPLIED WAIVER. No failure or delay on the part of Holder in
exercising any right, power or privilege under this Note and no course of
dealing between the Company and Holder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise of any right, power or privilege Holder
would otherwise have. No notice to, or demand on, the Company in any case shall
entitle the Company to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of Holder to any other or
further action in any circumstances without notice or demand.

      11. 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 NOTE, 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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      12. 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.

      13. 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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      IN WITNESS WHEREOF, the Company has executed this Note as of the day and
year set forth above.

                                                     U.S. HELICOPTER CORPORATION

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


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