EXHIBIT 10.90

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


                                                               Novebmer 19, 2008

                          FIVE 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 154 WEST AVIATION
ENTERPRISES INC. (the "Holder"), or its registered assigns, the principal sum of
FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($500,000.00), and to pay interest from
the date hereof on the outstanding principal sum at the rate of 15% per annum
(the "Interest Rate") based on a 365-day year, such interest to accrue from the
date hereof (the "Closing Date"), of which 60 days' worth shall be prepaid on
the Closing Date. The principal and accrued but unpaid interest shall be paid in
full on the earlier of (a) January 31, 2009 or (b) the date upon which the
Company receives at least $5.0 million in gross proceeds pursuant to a sale of
its securities in a private placement exempt from the registration requirements
of the Securities Act of 1933, as amended (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.

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                  1. MANDATORY PAYMENTS OF CUSTOMER RECEIPTS. Notwithstanding
the repayment obligations of the Company set forth above and subject to the
conditions of this Section 1, the Holder shall have the option to receive each
month, and if the Holder so elects, the Company shall be obligated to pay, all
proceeds received by the Company from its highest paying customer for such month
within five business days of the Company's receipt of such payments (each, a
"Customer Receipts Payment"). Once received by the Holder, Customer Receipts
Payments shall be first applied to accrued but unpaid interest, then to
outstanding principal under the Notes until all principal and interest under the
Notes are repaid in full. The Holder's option hereunder shall be exercisable (a)
at any time following an Event of Default, as defined in the Notes, and (b) in
the event that, in the Holder's reasonable judgment, it has reason to believe
that (i) the financial condition of the Company has experienced a material
adverse change, or is reasonably likely to experience a material adverse change
in the immediate future, or (ii) the Company has failed to make sufficient
progress towards obtaining financing from the potential investors identified by
the Company as of the date hereof. In the event that the Holder's option becomes
exercisable by reason of an Event of Default as provided in clause (a) of the
preceding sentence, the Holder may at any time thereafter provide the Company
with written notice of its election to receive Customer Receipts Payments (a
"Notice"), and the Company shall, after receiving a Notice, pay Customer
Receipts Payments to the Holder each month thereafter (beginning with the month
in which the Notice was received, if it is received no later than 5:00 p.m. on
the 20th of such month, and otherwise beginning with the next following month)
until all amounts owed under the Notes have been paid in full. In the event that
the Holder's option becomes exercisable by reason of the circumstances set forth
in clauses (b)(i) or (b)(ii) above, the Holder shall provide the Company with
Notice no later than the 20th day of any given month in order to receive a
Customer Receipts Payment of the amounts received from the Company's highest
paying customer during such month; provided, however, no Notice shall be
required of the Holder in the event it does not elect to receive a Customer
Receipts Payment of the amounts received from the Company's highest paying
customer during a given month, and in the event that the Company does not
receive a Notice by 5:00 p.m. on the 20th day of any given month, the Holder
shall be deemed to have declined to receive a Customer Receipts Payment for such
month. The Company will cause its senior management, and will use its reasonable
best efforts to cause its other representatives, agents or employees who are
involved in raising capital, to be available to the Holder to respond to
questions of the Holder regarding its investment if necessary.

         2. 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 ten 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;

                  (c) Any of the Company's lenders accelerates any of the
         Company's indebtedness to such lender in an amount not less than
         $100,000 in outstanding principal; or

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                  (d) 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.

                  (a) Upon the occurrence of an Event of Default:

                           (i) specified in clauses (c) or (d) of Section 2,
                  then the Note shall be automatically accelerated and
                  immediately due and payable without notice or demand;

                           (ii) specified in clauses (a) or (b) of Section 2,
                  then the Holder may declare the Note immediately accelerated
                  and due and payable;

                           (iii) the Interest Rate under this Note shall
                  automatically, without demand or notice, increase from 15% to
                  18%;

                           (iv) the Holder may provide a Notice to the Company
                  in accordance with Section 1 above, requiring the Company to
                  make Customer Receipts Payments of the amounts received from
                  the Company's highest paying customer each month thereafter
                  until all amounts owed under the Note have been paid in full;
                  and

                           (v) 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.

                  (b) The Company will pay on demand all reasonable costs and
         expenses, including reasonable attorneys' fees, incurred or paid by the
         Lender in enforcing or collecting any of the obligations of the Company
         hereunder. The Company agrees to immediately provide the Lender with
         written notice of any event giving rise to an Event of Default
         described in Sections 2(c) and 2(d) above.

         4. PREPAYMENT. The Company may at any time and from time to time
prepay, without premium or penalty, all or a portion of the amount due under
this Note. The amount of any such payment would be applied first to accrued and
unpaid interest and then to unpaid principal balance. Prepaid interest paid
shall be non-refundable in the event of prepayment or acceleration of the
Maturity Date.

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         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, ETC. The Company hereby waives presentment,
demand, notice, protest and all other demands, notices and defenses (including
any defense based on Holder's performance under the Note Purchase Agreement) 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 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 NOTE 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.

         10. WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS NOTE OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATIONS, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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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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