**Exhibit 10.5**     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIESACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATEDABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATEDUNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCEREASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY ACCEPTABLE TOTHE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.**U.S. HELICOPTER CORPORATION****WARRANT**     This Warrant is issued in connection with that certain Convertible Note Purchase Agreement(the “Agreement”) dated as of October 26, 2005 by and between U.S. HELICOPTER CORPORATION, aDelaware corporation (the “Company”), and PORTFOLIO LENDERS II, LLC (the “Holder”). Capitalizedterms used herein, but not otherwise defined, shall have the meaning given to them in theAgreement.     **THIS CERTIFIES THAT**, for value received, the Holder or its registered assigns is entitled topurchase from the Company at any time or from time to time during the period specified in Paragraph2 hereof 100,000 (one hundred thousand) fully paid and non-assessable shares of the Company’sCommon Stock, $.001 par value per share (the “Common Stock”), at an exercise price per share equalto $0.50 per share (the “Exercise Price”).     The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasablehereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided inParagraph 4 hereof. This Warrant is subject to the following terms, provisions, and conditions:     **1. ****Manner of Exercise; Issuance of Certificates; Payment for Shares****.**Subject to theprovisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by thesurrender of this Warrant, together with a completed exercise agreement in the form attached hereto(the “Exercise Agreement”), to the Company during normal business hours on any business day at theCompany’s principal executive offices (or such other office or agency of the Company as it maydesignate by notice to the holder hereof), and upon (i) payment to the Company in cash, bycertified or official bank check or by wire transfer for the account of the Company of the ExercisePrice for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of theWarrant Shares by the holder is not then registered pursuant to an effective registration statementunder the Securities Act of 1933, as amended (the “Securities Act”), delivery to the Company of awritten notice of an election to effect a “Cashless Exercise” (as defined in Section 11(c) below)for the Warrant Shares specified in the Exercise Agreement.
 

 
The Warrant Shares so purchased shallbe deemed to be issued to the holder hereof or such holder’s designee, as the record owner of suchshares, as of the close of business on the date on which this Warrant shall have been surrendered,the completed Exercise Agreement shall have been delivered, and payment shall have been made forsuch shares as set forth above. Certificates for the Warrant Shares so purchased, representing theaggregate number of shares specified in the Exercise Agreement, shall be delivered to the holderhereof promptly after this Warrant shall have been so exercised. The certificates sodelivered shall be in such denominations as may be requested by the holder hereof and shall beregistered in the name of such holder or such other name as shall be designated by such holder. Ifthis Warrant shall have been exercised only in part, then, unless this Warrant has expired, theCompany shall, at its expense, at the time of delivery of such certificates, deliver to the holdera new Warrant in substantially identical form and dated as of the date of such exerciserepresenting the number of shares with respect to which this Warrant shall not then have beenexercised.     **2. ****Period of Exercise**. This Warrant is exercisable at any time or from time to time on orafter the date hereof and before 5:00 p.m., New York, New York time on the fifth anniversary ofsuch date (the “Exercise Period”).     **3. ****Certain Agreements of the Company****.**The Company hereby covenants and agrees as follows:     **(a)****Shares to be Fully Paid**. All Warrant Shares will, upon issuance inaccordance with the terms of this Warrant, be validly issued and outstanding, fullypaid, and nonassessable and free from all taxes, liens, and charges with respect to theissue thereof.     **(b)****Reservation of Shares**. During the Exercise Period, the Company shall atall times have authorized, and reserved free of preemptive rights and other similarcontractual rights of stockholders, for the purpose of issuance upon exercise of thisWarrant, a sufficient number of shares of Common Stock to provide for the exercise ofthis Warrant.     **(c)****Listing**. The Company shall promptly secure the listing of the shares ofCommon Stock issuable upon exercise of the Warrant upon each national securities exchange orautomated quotation system, if any, upon which shares of Common Stock are then listed(subject to official notice of issuance upon exercise of this Warrant) and shall maintain,so long as any other shares of Common Stock shall be so listed, such listing of all sharesof Common Stock from time to time issuable upon the exercise of this Warrant.     **(d)****Successors and Assigns**. This Warrant will be binding upon any entitysucceeding to the Company by merger, consolidation, or acquisition of all or substantiallyall the Company’s assets.     **(e)****Notices Of Record Date, Etc**. In the event of:
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               (i) any taking by the Company of a record of the holders of Common Stock for thepurpose of determining the holders who are entitled to receive any dividend or other distribution,               (ii) any capital reorganization of the Company, any reclassification orrecapitalization of the capital stock of the Company, or any transfer of all or substantially allthe assets of the Company to, or consolidation or merger of, the Company with or into any person,               (iii) any voluntary or involuntary dissolution, liquidation or winding- up of theCompany,               (iv) a sale of substantially all of the outstanding capital stock of the Companyor the issuance of new shares representing the majority of the Company’s right to vote, or               (v) the initial public offering of the Company’s Common Stock,then and in each such event the Company will mail to the Holder a notice specifying the recorddate for voting or the date of closing, as applicable, of any event (a) through (e) above. Suchnotice shall be delivered to the Holder at least 20 days prior to the date of the relevant event     **4. ****Adjustment and Antidilution Provisions**. On or after the date of issuance of thisWarrant, the Warrant Exercise Price and number of shares issuable pursuant to this Warrant shall besubject to adjustment as follows:     **(a)**In case the Company shall (i) declare a dividend or make a distribution on itsoutstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassifyits outstanding shares of Common Stock into a greater number of shares, or (iii) combine orreclassify its outstanding shares of Common Stock into a smaller number of shares, theExercise Price in effect at the time of the record date for such dividend or distribution orof the effective date of such subdivision, combination or reclassification shall be adjustedso that it shall equal the price determined bymultiplying the Exercise Price by a fraction, the denominator of which shall be thenumber of shares of Common Stock outstanding after giving effect to such action, and thenumerator of which shall be the number of shares of Common Stock immediately prior to suchaction. Such adjustment shall be made each time any event listed above shall occur.     **(b)**Whenever the Exercise Price payable upon exercise of each Warrant is adjustedpursuant to Subsection (a) above, the number of shares purchasable upon exercise of thisWarrant shall simultaneously be adjusted by multiplying the number of shares initiallyissuable upon exercise of this Warrant by the Exercise Price in effect on the date hereofand dividing the product so obtained by the Exercise Price, as adjusted.     **(c)**All calculations under this Section 4 shall be made to the nearest cent or to thenearest one-hundredth of a share, as the case may be. Anything in this Section 4 to thecontrary notwithstanding, the Company shall be entitled, but shall not be required, to makesuch changes in the Exercise Price in addition to those required by this Section 4, as itshall determine, in its sole discretion, to be advisable in order that any dividend or
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distribution in shares of Common Stock, or any subdivision, reclassification or combinationof Common Stock, hereafter made by the Corporation shall not result in any Federal Incometax liability to the holders of the Common Stock or securities convertible into Common Stock(including warrants).     **(d)**Whenever the Exercise Price is adjusted, as herein provided, the Corporation shallpromptly cause a notice setting forth the adjusted Exercise Price and adjusted number of shares issuable upon exercise of each Warrant to be mailed to the Holder, at its lastaddress appearing in the Company’s Warrant Register. The Company may retain a firm ofindependent certified public accountants selected by the Board of Directors (who may be theregular accountants employed by the Company) to make any computation required by thisSection 4, and a certificate signed by such firm shall be conclusive evidence of thecorrectness of such adjustment absent a showing of mathematical or other error.     **5. ****Issue Tax****.**The issuance of certificates for Warrant Shares upon the exercise of thisWarrant shall be made without charge to the holder of this Warrant or such shares for any issuancetax or other costs in respect thereof, provided that the Company shall not be required to pay anytax which may be payable in respect of any transfer involved in the issuance and delivery of anycertificate in a name other than the holder of this Warrant.     **6. ****No Rights or Liabilities as a Shareholder****.**This Warrant shall not entitle the holderhereof to any voting rights or other rights as a shareholder of the Company. No provision of thisWarrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, andno mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to anyliability of such holder for the Exercise Price or as a shareholder of the Company, whether suchliability is asserted by the Company or by creditors of the Company.     **7. ****Transfer, Exchange, and Replacement of Warrant****.**     **(a)****Restriction on Transfer****.**This Warrant and the rights granted to the holderhereof are transferable, in whole or in part, upon surrender of this Warrant, together witha properly executed assignment in the form attached hereto, at the office or agency of theCompany referred to in Paragraph 7(e) below,provided, however, that any transfer or assignment shall be subject to the conditionsset forth in Paragraph 7(f) hereof. Until due presentment for registration of transfer onthe books of the Company, the Company may treat the registered holder hereof as the ownerand holder hereof for all purposes, and the Company shall not be affected by any notice tothe contrary.     **(b)****Warrant Exchangeable for Different Denominations****.**This Warrant isexchangeable, upon the surrender hereof by the holder hereof at the office or agency of theCompany referred to in Paragraph 7(e) below, for new Warrants of like tenor representing inthe aggregate the right to purchase the number of shares of Common Stock which may bepurchased hereunder, each of such new Warrants to represent the right to purchase suchnumber of shares as shall be designated by the holder hereof at the time of such surrender.
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     **(c)****Replacement of Warrant****.**Upon receipt of evidence reasonably satisfactoryto the Company of the loss, theft, destruction, or mutilation of this Warrant and, in thecase of any such loss, theft, or destruction, upon delivery of an indemnity agreementreasonably satisfactory in form and amount to the Company, or, in the case of any suchmutilation, upon surrender and cancellation of this Warrant, the Company, at its expense,will execute and deliver, in lieu thereof, a new Warrant of like tenor.     **(d)****Cancellation; Payment of Expenses****.**Upon the surrender of this Warrant inconnection with any transfer, exchange, or replacement as provided in this Paragraph 7, thisWarrant shall be promptly canceled by the Company. The Company shall pay all taxes (otherthan securities transfer taxes) and all other expenses (other than legal expenses, if any,incurred by the holder or transferees) and charges payable in connection with thepreparation, execution, and delivery of Warrants pursuant to this Paragraph 7.     **(e)****Register****.**The Company shall maintain, at its principal executive offices(or such other office or agency of the Company as it may designate by notice to the holderhereof), a register for this Warrant, in which the Company shall record the name and addressof the person in whose name this Warrant has been issued, as well as the name and address ofeach transferee and each prior owner of this Warrant.     **(f)****Exercise or Transfer Without Registration****.**If, at the time of thesurrender of this Warrant in connection with any exercise, transfer, or exchange of thisWarrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuablehereunder), shall not be registered under the Securities Act of 1933, as amended (the“Securities Act”) and under applicable state securities or blue sky laws, the Company mayrequire, as a condition of allowing such exercise, transfer, or exchange, (i) that theholder or transferee of this Warrant, as the case may be, furnish to the Company a writtenopinion of counsel, which opinion and counsel are reasonably acceptable to theCompany, to the effect that such exercise, transfer, or exchange may be made withoutregistration under said Act and under applicable state securities or blue sky laws, (ii)that the holder or transferee execute and deliver to the Company an investment letter inform and substance reasonably acceptable to the Company and (iii) that thetransferee be an “accredited investor” as defined in Rule 501(a) of Regulation Dpromulgated under the Securities Act; provided that no such opinion, letter or status asan “accredited investor” shall be required in connection with a transfer pursuant toRule144 under the Securities Act. The first holder of this Warrant, by taking and holdingthe same, represents to the Company that such holder is acquiring this Warrant forinvestment and not with a view to the distribution thereof.     **8. ****Registration Rights****.**The holder of this Warrant shall have the same registration rightsfor the Warrant Shares as are described in the Agreement.     **9. ****Notices**. All notices, requests, and other communications required or permitted to begiven or delivered hereunder to the holder of this Warrant shall be in writing, and shall bepersonally delivered, or shall be sent by certified or registered mail or by recognized overnightmail courier, postage prepaid and addressed, to such holder at the address shown for such holder onthe books of the Company, or at such other address as shall have been furnished to the Company bynotice from such holder. All notices, requests, and other communications required
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or permitted tobe given or delivered hereunder to the Company shall be in writing, and shall be personallydelivered, or shall be sent by certified or registered mail or by recognized overnight mailcourier, postage prepaid and addressed, to the office of the Company at 6 East River Piers, Suite216, Downtown Manhattan Heliport, New York, New York 10004, Attention: Chief Executive Officer, orat such other address as shall have been furnished to the holder of this Warrant by notice from theCompany. Any such notice, request, or other communication may be sent by facsimile, but shall insuch case be subsequently confirmed by a writing personally delivered or sent by certified orregistered mail or by recognized overnight mail courier as provided above. All notices, requests,and other communications shall be deemed to have been given either at the time of the receiptthereof by the person entitled to receive such notice at the address of such person for purposes ofthis Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mailcourier two business days following deposit with the United States Post Office or suchovernight mail courier, if postage is prepaid and the mailing is properly addressed, as the casemay be.     **10. ****Governing Law****.**THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELYWITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBYSUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEWYORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO INCONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLYWAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTHPARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BEDEEMED 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 BYLAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALLBE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHERLAWFULMANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BERESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTYIN CONNECTION WITH SUCH DISPUTE.**11.****Miscellaneous****.**     **(a)****Amendments**. This Warrant and any provision hereof may only be amended byan instrument in writing signed by the Company and the holder hereof.     **(b)****Descriptive Headings****.**The descriptive headings of the several paragraphsof this Warrant are inserted for purposes of reference only, and shall not affect themeaning or construction of any of the provisions hereof.
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     **(c)****Cashless Exercise****.**Notwithstanding anything to the contrary contained inthis Warrant, if the resale of the Warrant Shares by the holder is not then registeredpursuant to an effective registration statement under the Securities Act, at the solediscretion of the Company, this Warrant may be exercised by presentation and surrender ofthis Warrant to the Company at its principal executive offices with a written notice of theholder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying theExercise Price in cash, the holder shall surrender this Warrant for that number of shares ofCommon Stock determined by multiplying the number of Warrant Shares to which it wouldotherwise be entitled by a fraction, the numerator of which shall be the difference betweenthe then current Market Price per share of the Common Stock and the Exercise Price, and thedenominator of which shall be the then current Market Price per share of Common Stock.     **(d)****Remedies*****.***The Company acknowledges that a breach by it of its obligationshereunder will cause irreparable harm to the holder, by vitiating the intent and purpose ofthe transaction contemplated hereby. Accordingly, the Company acknowledges that the remedyat law for a breach of its obligations under this Warrant will be inadequate and agrees, inthe event of a breach or threatened breach by the Company of the provisions of this Warrant,that the holder shall be entitled, in addition to all other available remedies at law or inequity, and in addition to the penalties assessable herein, to an injunction or injunctionsrestraining, preventing or curing any breach of this Warrant and to enforce specifically theterms and provisions thereof, without the necessity of showing economic loss and without anybond or other security being required.[The remainder of this page is intentionally left blank.]
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     **IN WITNESS WHEREOF,**the Company has caused this Warrant to be signed by its duly authorizedofficer.      **U. S. HELICOPTER CORPORATION**