Common use of HELICOPTER CORPORATION Clause in Contracts

HELICOPTER CORPORATION. By: /S/ XXXX X. XXXXXX ------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President 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 June 15, 2007 ONE 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 PORTFOLIO LENDERS II, LLC (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00), 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 $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 $150,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15, 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 PORTFOLIO LENDERS II, LLC By: /S/ ------------------------------------ XXXX 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 June 15February __, 2007 ONE 2008 THREE HUNDRED FIFTY THOUSAND DOLLARS 1510% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of PORTFOLIO LENDERS II, LLC XXXX XXXXXX (the "Holder"), or its his registered assigns, the principal sum of ONE THREE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00300,000.00), 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 1510% per annum based on a 360-360 day year, of which 30 120 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 securitiessecurities (other than a bridge financing), or (2) 120 days one year 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 $150,000 15300,000 10% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15February __, 2007 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 PORTFOLIO LENDERS II-------------------------------- George J. Mehm, Jr. Xxxxx Xxxxxxxxx Xxficer PHILADELPHIA FINANCIAL, LLC By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer -------------------------------- 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 June 15August 28, 2007 ONE 2008 FOUR 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 PORTFOLIO LENDERS IIPHILADELPHIA FINANCIAL, LLC (the "Holder"), or its registered assigns, the principal sum of ONE FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00400,000.00), 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 15% per annum based on a 360-day year, of which 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, or (2) 120 days from the Closing Date date hereof (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 $150,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15, 2007 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: /S/ XXXX X. XXXXXX ------------------------------------- ---------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President PORTFOLIO LENDERS IIAddress: ________________________________ ________________________ Print Name of Investor Dated: _________________, LLC 2007 By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer ----------------------------- 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 June 15August __, 2007 ONE 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 PORTFOLIO LENDERS II, LLC _____________________ (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ________________________ ($150,000.00___________), 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 $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 $150,000 __________ 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15___________, 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 John G. Murphy Chief Executive Officer Exexxxxxx Xxxxxxx and President PORTFOLIO LENDERS II, LLC By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer ------------------------------------- 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 June 15September 12, 2007 2008 ONE HUNDRED FIFTY TWENTY FIVE THOUSAND DOLLARS 15% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of PORTFOLIO LENDERS II, LLC (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED FIFTY TWENTY FIVE THOUSAND DOLLARS AND 00/100 ($150,000.00125,000.00), 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 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 30 days after 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 date hereof (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 $150,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15, 2007 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 PORTFOLIO LENDERS II, LLC By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer 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 June 15July 11, 2007 ONE 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 PORTFOLIO LENDERS II, LLC XX. XXXXXXXX XXXXXXX (the "Holder"), or its his registered assigns, the principal sum of ONE TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00250,000.00), 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 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 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, or (2) 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 $150,000 250,000 15% Note of the Company (the "Note") issued pursuant to a Convertible Note Purchase Agreement dated as of June 15July 11, 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 ------------------------------- Xxxxxx X. XXXXXX ------------------------------------- Xxxx X. Xxxxxx Xxxx, Xx. Chief Executive Financial Officer and President PORTFOLIO LENDERS II, LLC 154 WEST AVIATION ENTERPRISES INC. By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer ------------------------------- 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 June 15__________, 2007 ONE 2008 FIVE 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 PORTFOLIO LENDERS II, LLC 154 WEST AVIATION ENTERPRISES INC. (the "Holder"), or its registered assigns, the principal sum of ONE FIVE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00500,000.00), 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 15% per annum based on a 360-day year, of which 30 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 securitiesSecurities Act of 1933, or (2) 120 days from the Closing Date as amended (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 $150,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15, 2007 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: /S/ XXXX X. XXXXXX ------------------------------------- ---------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President PORTFOLIO LENDERS IIAddress: ____________________________________ Print Name of Investor ======================== Dated: _________________, LLC 2007 By: /S/ XXXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer ---------------------------- 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 June 15August __, 2007 ONE HUNDRED FIFTY _______________ THOUSAND DOLLARS 1518% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of PORTFOLIO LENDERS II, LLC _____________________ (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ________________________ ($150,000.00___________), and to pay interest from the date hereof on the outstanding principal sum at the rate of 1518% 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 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 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 date which is 60 days from after 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 $150,000 15__________ 18% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 15___________, 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 PORTFOLIO LENDERS II, LLC By: XXXXX X. XXXXXXX /S/ XXXXXX XXXXX X. XXXXXXXXX ----------------------------------- Xxxxxx X. Xxxxxxxxx Authorized Officer 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 June 1520, 2007 ONE 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 PORTFOLIO LENDERS II, LLC XXXXX X. XXXXXXX (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00100,000.00), 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 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 $30,000 25,000 per month out of gross revenues 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 $150,000 100,000 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of June 1520, 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.