EXHIBIT 10.76

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.

                                 PROMISSORY NOTE

                                                                 August 28, 2008

                          FOUR HUNDRED 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 FOUR HUNDRED
THOUSAND DOLLARS AND 00/100 ($400,000.00), 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").
The Company agrees to prepay 30 days' worth of interest on the Closing Date,
which shall be non-refundable in the event of early repayment. The principal and
accrued but unpaid interest shall be paid in full 30 days after the date hereof
(the "Maturity Date").

      This Note is an authorized issue of a 15% Note of the Company (the "Note")
issued pursuant to a 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.

      1. CONVERSION RIGHTS. The principal and any and all interest payable on
this Note shall be convertible, at the option of either the Holder, at any time
into shares of Company Common Stock at $0.20 per share.

      2. DEFAULT. The Company shall be in default under this Note upon the
occurrence of any of the following events ("Event of Default"):
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            (a) Failure to make any principal or interest payment required under
      this Note within three 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 by 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 sixty (60)
      days.

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

            (a) specified in clause (c) of Section 2, 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 2, 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.

      4. REGISTRATION RIGHTS. The Holder of this Note shall have the
registration rights pertaining to the shares issuable upon conversion of this
Note as described in the Note Purchase Agreement.

      5. 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.

      6. 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.

      7. 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
Company results in the Company's having paid any interest in excess of that


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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 on 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.

      8. 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.

      9. GOVERNING LAW. 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.

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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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