4


                                                                   EXHIBIT 10.64

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


                                                                   June 20, 2007

                          ONE 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 DAVID J. LENIHAN (the
"Holder"), or its registered assigns, the principal sum of ONE HUNDRED THOUSAND
DOLLARS AND 00/100 ($100,000.00), and to pay interest from the date hereof on
the outstanding principal sum at the rate of 15% per annum based on a 360-day
year, such interest to accrue from the date hereof (the "Closing Date"). The
Note shall bear interest at the rate of 15% per annum based on a 360-day year,
of which 30 days' worth shall be paid by the Company in advance on the Closing
Date. The interest paid shall be non-refundable in the event of early repayment.
The principal and accrued but unpaid interest shall be paid in full on the
earlier of (1) the first closing of a private placement of the Company's debt or
equity securities, or (2) 120 days from the Closing Date (the "Maturity Date").
Notwithstanding the foregoing, the Company agrees to remit to the Purchaser
$25,000 per month out of proceeds to be received by the Company pursuant to an
agreement between Delta Airlines and the Company until the Note, plus any
accrued but unpaid interest, is repaid in full.

         This Note is an authorized issue of a $100,000 15% Note of the Company
(the "Note") issued pursuant to a Note Purchase Agreement dated as of June 20,
2007 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.


<PAGE>


         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 $0.50 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"):

                  (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.

                                      -2-
<PAGE>


         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 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.

                                      -3-
<PAGE>


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

                                   U.S. HELICOPTER CORPORATION



                                   By:  /S/ JOHN G. MURPHY
                                        ---------------------------------------
                                        John G. Murphy
                                        Chief Executive Officer and President



                                      -4-