EXHIBIT 10.88

         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.

                           U.S. HELICOPTER CORPORATION

                                     WARRANT



         This Warrant is issued in connection with that certain Securities
Purchase Agreement (the "Agreement") dated as of October 15, 2007 by and between
U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company"), and
INTERNATIONAL FINANCIAL ADVISORS, K.S.C.C. Capitalized terms used herein, but
not otherwise defined, shall have the meaning given to them in the Agreement.

         THIS CERTIFIES THAT, for value received, INTERNATIONAL FINANCIAL
ADVISORS, K.S.C.C. (the "Holder") or its registered assigns is entitled to
purchase from the Company at any time or from time to time during the period
specified in Paragraph 2 hereof 14,700,000 (FOURTEEN MILLION SEVEN HUNDRED
THOUSAND) fully paid and nonassessable shares of the Company's Common Stock,
$.001 par value per share (the "Common Stock"), at an exercise price per share
equal to $0.01 per share (the "Exercise Price").

         The term "Warrant Shares," as used herein, refers to the shares of
Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price
are subject to adjustment as provided in Paragraph 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 the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender 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
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon (i)
payment to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Exercise Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares by the holder is not then registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant

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Shares specified in the Exercise Agreement. The Warrant Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee, as
the record owner of such shares, 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 for such shares as
set forth above. Certificates for the Warrant Shares so purchased, representing
the aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time after this Warrant shall
have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the holder hereof and shall be registered
in the name of such holder or such other name as shall be designated by such
holder. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised.

         2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from
time to time on or after the date hereof and before 5:00 p.m., New York, New
York time on the fifth anniversary of such date (the "Exercise Period"), which
date may not be later than October 15, 2012 (the "Warrant Expiration Date").

         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 in accordance with the terms of this Warrant, be validly
         issued, fully paid, and nonassessable and free from all taxes, liens,
         and charges with respect to the issue thereof.

                  (b) RESERVATION OF SHARES. During the Exercise Period, the
         Company shall at all times have authorized, and reserved for the
         purpose of issuance upon exercise of this Warrant, a sufficient number
         of shares of Common Stock to provide for the exercise of this Warrant.

                  (c) LISTING. The Company shall promptly secure the listing of
         the shares of Common Stock issuable upon exercise of the Warrant upon
         each national securities exchange or automated 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 shares of Common Stock from time to time
         issuable upon the exercise of this Warrant.

                  (d) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon
         any entity succeeding to the Company by merger, consolidation, or
         acquisition of all or substantially all the Company's assets.

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         4. ADJUSTMENT AND ANTIDILUTION PROVISIONS.1. On or after the date of
issuance of this Warrant, the Warrant Exercise Price and number of shares
issuable pursuant to this Warrant shall be subject to adjustment as follows:

                  (a) In case the Company shall (i) declare a dividend or make a
         distribution on its outstanding shares of Common Stock in shares of
         Common Stock, (ii) subdivide or reclassify its outstanding shares of
         Common Stock into a greater number of shares, or (iii) combine or
         reclassify its outstanding shares of Common Stock into a smaller number
         of shares, the Exercise Price in effect at the time of the record date
         for such dividend or distribution or of the effective date of such
         subdivision, combination or reclassification shall be adjusted so that
         it shall equal the price determined by multiplying the Exercise Price
         by a fraction, the denominator of which shall be the number of shares
         of Common Stock outstanding after giving effect to such action, and the
         numerator of which shall be the number of shares of Common Stock
         immediately prior to such action. 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 adjusted pursuant to Subsection (a) above, the number of
         shares purchasable upon exercise of this Warrant shall simultaneously
         be adjusted by multiplying the number of shares initially issuable upon
         exercise of this Warrant by the Exercise Price in effect on the date
         hereof and 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 the nearest one-hundredth of a share, as the case
         may be. Anything in this Section 4 to the contrary notwithstanding, the
         Company shall be entitled, but shall not be required, to make such
         changes in the Exercise Price in addition to those required by this
         Section 4, as it shall determine, in its sole discretion, to be
         advisable in order that any dividend or distribution in shares of
         Common Stock, or any subdivision, reclassification or combination of
         Common Stock, hereafter made by the Corporation shall not result in any
         Federal Income tax 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 shall promptly 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 last
         address appearing in the Company's Warrant Register. The Company may
         retain a firm of independent certified public accountants selected by
         the Board of Directors (who may be the regular accountants employed by
         the Company) to make any computation required by this Section 4, and a
         certificate signed by such firm shall be conclusive evidence of the
         correctness of such adjustment.

                  (e) In addition to the above, the Holder shall be entitled to
         the anti-dilution and corresponding adjustment provisions included in
         Section 8(a) of the Agreement.

         5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

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         6. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability 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 holder hereof are transferable, in whole or in part,
         upon surrender of this Warrant, together with a properly executed
         assignment in the form attached hereto, at the office or agency of the
         Company referred to in Paragraph 7(e) below, provided, however, that
         any transfer or assignment shall be subject to the conditions set forth
         in Paragraph 7(f) hereof. Until due presentment for registration of
         transfer on the books of the Company, the Company may treat the
         registered holder hereof as the owner and holder hereof for all
         purposes, and the Company shall not be affected by any notice to the
         contrary.

                  (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
         Warrant is exchangeable, upon the surrender hereof by the holder hereof
         at the office or agency of the Company referred to in Paragraph 7(e)
         below, for new Warrants of like tenor representing in the aggregate the
         right to purchase the number of shares of Common Stock which may be
         purchased hereunder, each of such new Warrants to represent the right
         to purchase such number of shares as shall be designated by the holder
         hereof at the time of such surrender.

                  (c) REPLACEMENT OF WARRANT. Upon receipt of evidence
         reasonably satisfactory to the Company of the loss, theft, destruction,
         or mutilation of this Warrant and, in the case of any such loss, theft,
         or destruction, upon delivery of an indemnity agreement reasonably
         satisfactory in form and amount to the Company, or, in the case of any
         such mutilation, 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 in connection with any transfer, exchange, or replacement
         as provided in this Paragraph 7, this Warrant shall be promptly
         canceled by the Company. The Company shall pay all taxes (other than
         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 the preparation, 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 holder hereof), a register for this
         Warrant, in which the Company shall record the name and address of the
         person in whose name this Warrant has been issued, as well as the name
         and address of each transferee and each prior owner of this Warrant.

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<PAGE>


                  (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
         of the surrender of this Warrant in connection with any exercise,
         transfer, or exchange of this Warrant, this Warrant (or, in the case of
         any exercise, the Warrant Shares issuable hereunder), 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 may require, as a condition of allowing such
         exercise, transfer, or exchange, (i) that the holder or transferee of
         this Warrant, as the case may be, furnish to the Company a written
         opinion of counsel, which opinion and counsel are acceptable to the
         Company, to the effect that such exercise, transfer, or exchange may be
         made without registration 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 in form and substance
         acceptable to the Company and (iii) that the transferee be an
         "accredited Holder" as defined in Rule 501(a) promulgated under the
         Securities Act; provided that no such opinion, letter or status as an
         "accredited Holder" shall be required in connection with a transfer
         pursuant to Rule 144 under the Securities Act. The first holder of this
         Warrant, by taking and holding the same, represents to the Company that
         such holder is acquiring this Warrant for investment and not with a
         view to the distribution thereof.

         8. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain
assignees thereof) shall have the registration rights as set forth in Section 7
of the Agreement.

         9. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 6 East River Piers, Suite
216, Downtown Manhattan Heliport, New York, New York 10004, Attention: Chief
Executive Officer, or at such other address as shall have been furnished to the
holder of this Warrant by notice from the Company. Any such notice, request, or
other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered 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 receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 9, or, if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.

         10. GOVERNING LAW. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,

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NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, 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. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

         11. MISCELLANEOUS.

                  (a) AMENDMENTS. This Warrant and any provision hereof may only
         be amended by an instrument in writing signed by the Company and the
         holder hereof.

                  (b) DESCRIPTIVE HEADINGS. The descriptive headings of the
         several paragraphs of this Warrant are inserted for purposes of
         reference only, and shall not affect the meaning or construction of any
         of the provisions hereof.

                  (c) CASHLESS EXERCISE. Notwithstanding anything to the
         contrary contained in this Warrant, if the resale of the Warrant Shares
         by the holder is not then registered pursuant to an effective
         registration statement under the Securities Act, this Warrant may be
         exercised by presentation and surrender of this Warrant to the Company
         at its principal executive offices with a written notice of the
         holder'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 the
         Exercise Price in cash, the holder shall surrender this Warrant for
         that number of shares of Common Stock determined by multiplying the
         number of Warrant Shares to which it would otherwise be entitled by a
         fraction, the numerator of which shall be the difference between the
         then current Market Price per share of the Common Stock and the
         Exercise Price, and the denominator of which shall be the then current
         Market Price per share of Common Stock. For example, if the holder is
         exercising 100,000 warrants with a per warrant exercise price of $0.75
         per share through a cashless exercise when the Common Stock's current
         Market Price per share is $2.00 per share, then upon such Cashless
         Exercise the holder will receive 62,500 shares of Common Stock.

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                  (d) REMEDIES. The Company acknowledges that a breach by it of
         its obligations hereunder will cause irreparable harm to the holder, by
         vitiating the intent and purpose of the transaction contemplated
         hereby. Accordingly, the Company acknowledges that the remedy at law
         for a breach of its obligations under this Warrant will be inadequate
         and agrees, in the 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 in
         equity, and in addition to the penalties assessable herein, to an
         injunction or injunctions restraining, preventing or curing any breach
         of this Warrant and to enforce specifically the terms and provisions
         thereof, without the necessity of showing economic loss and without any
         bond 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 authorized officer.

                                   U. S. HELICOPTER CORPORATION



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


Dated as of October 15, 2007



<PAGE>


                           FORM OF EXERCISE AGREEMENT



                                                        Dated: ________ __, 200_



To:      ______________________





The undersigned, pursuant to the provisions set forth in the within Warrant,
hereby agrees to purchase ________ shares of Common Stock covered by such
Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of $________, or, if the resale of such Common Stock by the undersigned
is not currently registered pursuant to an effective registration statement
under the Securities Act of 1933, as amended, by surrender of securities issued
by the Company (including a portion of the Warrant) having a market value (in
the case of a portion of this Warrant, determined in accordance with Section
11(c) of the Warrant) equal to $_________. Please issue a certificate or
certificates for such shares of Common Stock in the name of and pay any cash for
any fractional share to:



                                                     Name:______________________

                                                     Signature:_________________

                                                     Address: __________________



                                   Note: The above signature should correspond
                                   exactly with the name on the face of the
                                   within Warrant, if applicable.


and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.

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<PAGE>

                               FORM OF ASSIGNMENT





         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth
hereinbelow, to:


NAME OF ASSIGNEE                    ADDRESS                     NO. OF SHARES







, and hereby irrevocably constitutes and appoints
___________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within-named corporation, with full power of
substitution in the premises.



Dated:   ________ __, 200_



In the presence of:                     ______________________________

                                        Name:  ______________________________


                                        Signature: ____________________________

       Title of Signing Officer or Agent (if any): _____________________________

                                        Address: _______________________________



                                   Note: The above signature should correspond
                                   exactly with the name on the face of the
                                   within Warrant, if applicable.


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