Common use of HELICOPTER CORPORATION Clause in Contracts

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX EXHIBIT A 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 February __, 2008 THREE HUNDRED THOUSAND DOLLARS 10% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX (the "Holder"), or his registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00), and to pay interest from the date hereof on the outstanding principal sum 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 10% per annum based on a 360 day year, of which 120 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 (other than a bridge financing), or (2) one year from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- /S/ XXXX X. XXXXXX --------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX XXXXX X. XXXXXXX /S/ XXXXX X. XXXXXXX -------------------------------------------- EXHIBIT A 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 February __June 20, 2008 THREE 2007 ONE HUNDRED THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX XXXXX X. XXXXXXX (the "Holder"), or his its registered assigns, the principal sum of THREE ONE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00100,000.00), 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 1015% per annum based on a 360 360-day year, of which 120 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 (other than a bridge financing)securities, or (2) one year 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 $300,000 10100,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __June 20, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- /s/ John G. Murphy ------------------ Name: John G. Murphy Title: Chxxx Xxxxxxxxx Officer SCHEDULE I SCHEDULE OF INVESTORS ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF INVESTORS ---------------------------- ----------------------------- ------------------------------ Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Itx: Xxxxxxx Xxxxxxx Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: /s/ Mark Anxxxx --------------- Name: Mark Angelo Its: Portfolio Managxx Xxxx X. x copy to: Troy Rillo, Esq. 101 Hudson Street - Suite 3700 Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX City, NJ 07302 Facsimile: (201) 985-8266 EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT FORM OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE NOTICE OF EFFECTIVENESS OF 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 February __, 2008 THREE HUNDRED THOUSAND DOLLARS 10% NOTE FOR VALUE RECEIVED, STATEMENT Attention: Re: U.S. HELICOPTER CORPORATIONCORPORATION Ladies and Gentlemen: We are counsel to U.S. Helicopter Corporation, a Delaware corporation (the "Company") hereby promises to pay to ), and have represented the order of XXXX XXXXXX Company in connection with that certain Securities Purchase Agreement (the "Holder"), or his registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00), and to pay interest from the date hereof on the outstanding principal sum 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 10% per annum based on a 360 day year, of which 120 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 (other than a bridge financing), or (2) one year from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10% Note of the Company (the "NoteSecurities Purchase Agreement") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 between entered into by and among the Company and the Holder investors named therein (collectively, the "Investors") pursuant to which the Company issued to the Investors shares of its Common Stock, par value $0.001 per share (the "Note Purchase AgreementCommon Stock"). The Holder of this Note is entitled Pursuant to the benefits Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investors (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange SEC (the "SEC") relating to the Registrable Securities which names each of the Note Purchase Agreement and to enforce Investors as a selling stockholder there under. In connection with the agreements foregoing, we advise you that a member of the Company contained therein. Capitalized terms used herein SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and not otherwise defined shall we have the meaning ascribed thereto in the Note Purchase Agreement. All payments shall be paid in lawful money no knowledge, after telephonic inquiry of a member of the United States of America at SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the principal office of SEC and the Holder or at such other place as Registrable Securities are available for resale under the Holder may designate from time to time in writing Securities Act pursuant to the Company.Registration Statement. Very truly yours, [LAW FIRM] By: -----------------------------------

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer The undersigned hereby agrees that for a period commencing on the date hereof and President ------------------------------------ XXXX XXXXXX EXHIBIT A 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 February expiring on the termination of the Commitment Period as defined in the Standby Equity Distribution Agreement dated April __, 2008 THREE HUNDRED THOUSAND DOLLARS 10% NOTE FOR VALUE RECEIVED, 2005 between U.S. HELICOPTER CORPORATION, a Delaware corporation Helicopter Corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX and Cornell Capital Partners, LP (the "HolderInvestor") (the "Lock-up Period"), he, she or his registered assignsit will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of except pursuant to Rule 144 of the General Rules and Regulations under the Securities Act of 1933, any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00), and to pay interest from the date hereof on the outstanding principal sum based on a 360-day year, such interest to accrue from the date hereof (the "Closing DateSecurities"). The Note shall bear interest at In order to enable the rate aforesaid covenants to be enforced, the undersigned hereby consents to the placing of 10% per annum based on a 360 day year, of which 120 days' worth shall be paid by legends and/or stop-transfer orders with 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 transfer agent of the Company's debt or equity securities (other than a bridge financing), or (2) one year from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10% Note with respect to any of the Company (Securities registered in the "Note") issued pursuant to a Note Purchase Agreement dated as name of February the undersigned or beneficially owned by the undersigned, and the undersigned hereby confirms the undersigned's investment in the Company. Dated: _______________, 2008 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 2005 Signature ____________________________________________ Address:____________________________________ City, State, Zip Code:______________________ ____________________________________________ Print Social Security Number or at such other place as the Holder may designate from time to time in writing to the Company.Taxpayer I.D. Number

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx /s/ Jxxx X. Xxxxxx Jxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX PORTFOLIO LENDERS II, LLC By: /s/ Txxxxx X. Xxxxxxxxx Txxxxx X. Xxxxxxxxx Authorized Officer EXHIBIT A 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 February __October 26, 2008 THREE HUNDRED THOUSAND DOLLARS 102005 Two Hundred Fifty Thousand Dollars 15% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "“Company"”) hereby promises to pay to the order of XXXX XXXXXX PORTFOLIO LENDERS II, LLC (the "“Holder"”), or his its registered assigns, the principal sum of THREE TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($300,000.00250,000.00), 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 1015% per annum based on a 360 360-day year, of which 120 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 as follows: (a) $150,000 shall be repaid by the Company within two business days after the closing date of an investment of at least $2 million in the Company by a potential investor currently in negotiations with the Company; and (b) all remaining sums due and payable shall be repaid by the Company on the earlier earliest of (1) two business days after the first closing date of a private placement second investment of at least $2 million by a second potential investor currently in negotiations with the Company's debt or equity securities (other than a bridge financing), or ; (2) one year the date which the Company draws down its first advance under an Amended & Restated Standby Equity Distribution Agreement with Cornell Capital Partners, LP; and (3) 120 days from the Closing Date (the "“Maturity Date"”). This Note is an authorized issue of a $300,000 10250,000 15% Note of the Company (the "“Note"”) issued pursuant to a Note Purchase Agreement dated as of February __October 26, 2008 2005 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.

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx ------------------------------- Xxxxxx X. Xxxxxx Xxxx, Xx. Chief Executive Financial Officer and President ------------------------------------ XXXX XXXXXX 154 WEST AVIATION ENTERPRISES INC. By: ------------------------------- Name: ______________________________ Title: ______________________________ EXHIBIT A 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 February __________, 2008 THREE FIVE HUNDRED THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX 154 WEST AVIATION ENTERPRISES INC. (the "Holder"), or his its registered assigns, the principal sum of THREE FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00500,000.00), 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 360365-day year, such interest to accrue from the date hereof (the "Closing Date"). The Note shall bear interest at the rate of 10% per annum based on a 360 day year, of which 120 60 days' worth shall be paid by the Company in advance prepaid 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 (1a) January 31, 2009 or (b) the first closing 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 Company's debt or equity securities (other than a bridge financing)Securities Act of 1933, or (2) one year from the Closing Date as amended (the "Maturity Date"). This Note is an authorized issue of a $300,000 1015% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 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.

HELICOPTER CORPORATION. Dated: _________________, 2007 By: -------------------------------------------- ---------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX Address: ________________________________ ________________________ Print Name of Investor Dated: _________________, 2007 By: ----------------------------- Loan Amount:$_________________ EXHIBIT A 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 February August __, 2008 THREE HUNDRED 2007 _______________ THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX _____________________ (the "Holder"), or his its registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ________________________ ($300,000.00___________), 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 1015% per annum based on a 360 360-day year, of which 120 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 (other than a bridge financing)securities, or (2) one year 120 days from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10__________ 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February ___________, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President /s/ John G. Murphy ------------------------------------ XXXX XXXXXX Name: John G. Murphy Title: Presidxxx & XXX SCHEDULE I SCHEDULE OF BUYERS ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF BUYER ---------------------------- --------------------------- ------------------------------ Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: Gxxxxxx Xxxxxxx Jersey City, NJ 07303 Xxxxxxile: (201) 985-8266 By: /s/ Mark A. Angexx ----------------------- Name: Mark A. Angelo Its: Portfolio Manager EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT FORM OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE NOTICE OF EFFECTIVENESS OF 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 February __, 2008 THREE HUNDRED THOUSAND DOLLARS 10% NOTE FOR VALUE RECEIVED, STATEMENT INSERT Attention: Re: U.S. HELICOPTER CORPORATIONCORPORATION Ladies and Gentlemen: We are counsel to U.S. Helicopter Corporation, a Delaware corporation (the "Company") hereby promises to pay to ), and have represented the order of XXXX XXXXXX Company in connection with that certain Securities Purchase Agreement (the "Holder"), or his registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00), and to pay interest from the date hereof on the outstanding principal sum 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 10% per annum based on a 360 day year, of which 120 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 (other than a bridge financing), or (2) one year from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10% Note of the Company (the "NoteSecurities Purchase Agreement") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 between entered into by and among the Company and the Holder investors named therein (collectively, the "Investors") pursuant to which the Company issued to the Investors shares of its Common Stock, par value $.001 per share (the "Note Purchase AgreementCommon Stock"). The Holder of this Note is entitled Pursuant to the benefits Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investors (the "Investor Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange SEC (the "SEC") relating to the Registrable Securities which names each of the Note Purchase Agreement and to enforce Investors as a selling stockholder there under. In connection with the agreements foregoing, we advise you that a member of the Company contained therein. Capitalized terms used herein SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and not otherwise defined shall we have the meaning ascribed thereto in the Note Purchase Agreement. All payments shall be paid in lawful money no knowledge, after telephonic inquiry of a member of the United States of America at SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the principal office of SEC and the Holder or at such other place as Registrable Securities are available for resale under the Holder may designate from time to time in writing 1933 Act pursuant to the Company.Registration Statement. Very truly yours, Gallagher, Briody & Butler Xx: ------------------------------------

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX -------------------------------- George J. Mehm, Jr. Xxxxx Xxxxxxxxx Xxficer PHILADELPHIA FINANCIAL, LLC By: -------------------------------- Name: Title: EXHIBIT A 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 February __August 28, 2008 THREE FOUR HUNDRED THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX PHILADELPHIA FINANCIAL, LLC (the "Holder"), or his its registered assigns, the principal sum of THREE FOUR HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00400,000.00), and to pay interest from the date hereof on the outstanding principal sum at the rate of 15% per annum based on a 360365-day year, such interest to accrue from the date hereof (the "Closing Date"). The Note shall bear interest at the rate of 10% per annum based on a 360 day year, of which 120 Company agrees to prepay 30 days' worth shall be paid by the Company in advance of interest on the Closing Date. The interest paid , which shall be non-refundable in the event of early repayment. The principal and accrued but unpaid interest shall be paid in full on 30 days after the earlier of (1) the first closing of a private placement of the Company's debt or equity securities (other than a bridge financing), or (2) one year from the Closing Date date hereof (the "Maturity Date"). This Note is an authorized issue of a $300,000 1015% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- /S/ XXXX X. XXXXXX ------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX PORTFOLIO LENDERS II, LLC By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer EXHIBIT A 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 February __June 15, 2008 THREE 2007 ONE HUNDRED FIFTY THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX PORTFOLIO LENDERS II, LLC (the "Holder"), or his its registered assigns, the principal sum of THREE ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($300,000.00150,000.00), 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 1015% per annum based on a 360 360-day year, of which 120 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 (other than a bridge financing)securities, or (2) one year 120 days from the Closing Date (the "Maturity Date"). Notwithstanding the foregoing, the Company agrees to remit to the Purchaser $30,000 per month out of gross revenues to be received by the Company until the Note, plus any accrued but unpaid interest, is repaid in full. This Note is an authorized issue of a $300,000 10150,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __June 15, 2008 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.

HELICOPTER CORPORATION. Dated: _________________, 2007 By: -------------------------------------------- ---------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX Address: ____________________________________ Print Name of Investor ======================== Dated: _________________, 2007 By: ---------------------------- Loan Amount: $_________________ EXHIBIT A 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 February August __, 2008 THREE HUNDRED 2007 _______________ THOUSAND DOLLARS 1018% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX _____________________ (the "Holder"), or his its registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ________________________ ($300,000.00___________), and to pay interest from the date hereof on the outstanding principal sum at the rate of 18% per annum based on a 360365-day year, such interest to accrue from the date hereof (the "Closing Date"). The Note shall bear interest at the rate of 10% per annum based on a 360 day year, of which 120 days' worth shall be paid by the Company in advance on the Closing Date. The interest 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 (other than a bridge financing), or (2) one year from date which is 60 days after the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10__________ 18% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February ___________, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- /S/ XXXX X. XXXXXX ------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX /S/ XX. XXXXXXXX XXXXXXX ------------------------------------- XX. XXXXXXXX XXXXXXX EXHIBIT A 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 February __July 11, 2008 THREE 2007 TWO HUNDRED FIFTY THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX XX. XXXXXXXX XXXXXXX (the "Holder"), or his registered assigns, the principal sum of THREE TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($300,000.00250,000.00), 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 1015% per annum based on a 360 360-day year, of which 120 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 All 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 (other than a bridge financing)securities, or (2) one year 120 days from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10250,000 15% Note of the Company (the "Note") issued pursuant to a Convertible Note Purchase Agreement dated as of February __July 11, 2008 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.

HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx ------------------------------------- John G. Murphy Chief Executive Officer Exexxxxxx Xxxxxxx and President ------------------------------------ XXXX XXXXXX PORTFOLIO LENDERS II, LLC By: ------------------------------------- Thomas P. Gallagher Authxxxxxx Xxxxxxx EXHIBIT A 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 February __September 12, 2008 THREE ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS 1015% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX PORTFOLIO LENDERS II, LLC (the "Holder"), or his its registered assigns, the principal sum of THREE ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100 ($300,000.00125,000.00), and to pay interest from the date hereof on the outstanding principal sum at the rate of 15% per annum based on a 360365-day year, such interest to accrue from the date hereof (the "Closing Date"). The Note shall bear interest at the rate of 10% per annum based on a 360 day year, of which 120 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 30 days after the earlier of (1) the first closing of a private placement of the Company's debt or equity securities (other than a bridge financing), or (2) one year from the Closing Date date hereof (the "Maturity Date"). This Note is an authorized issue of a $300,000 1015% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 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.