CONVERTIBLE NOTE PURCHASE AGREEMENT

11

EXHIBIT 10.66

CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS AGREEMENT ("Agreement") is made as of this 11th day of July, 2007,

between U.S. HELICOPTER CORPORATION (the "Company"), a Delaware corporation, and

DR. LAWRENCE MARABLE (the "Purchaser").

RECITALS

WHEREAS, the Company has authorized the issuance and sale of the

Company's Promissory Note to Purchaser in the aggregate principal amount of

$250,000.00, having the terms set forth in Exhibit A attached hereto (the

"Note"); and

WHEREAS, the Purchaser desires to purchase, and the Company desires to

issue, the Note on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the terms and

conditions contained in this Agreement, the Company and the Purchaser agree as

follows:

1. PURCHASE AND SALE OF THE NOTE.

1.1 Subject to the terms and conditions contained in this

Agreement, at the Closing (as hereinafter defined) the Purchaser shall purchase

from the Company and the Company shall sell to the Purchaser the Note for

$250,000.00 (TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100) (the "Loan Amount")

which shall be payable via wire transfer to the Company's designated account

(not later than the Closing Date).

1.2 All principal, interest and all other sums due and payable

pursuant to the Note shall be repaid by the Company 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").

1.3 The Note shall bear interest at the rate of 15% per annum

based on a 360-day year.

1.4 As additional consideration, the Purchaser shall receive

the sum of $12,500 from the Company, which shall be payable on the Closing Date

in shares of common stock of the Company, par value $0.001 per share ("Common

Stock"), at a rate of $0.50 per share, representing five (5) points of the

principal amount of the Note.

1.5 The Purchaser shall have the right to convert the Loan

Amount plus any accrued but unpaid interest in whole or in part into shares of

Common Stock at a conversion rate of $0.50 per share (such shares, the

"Conversion Shares").

<PAGE>

1.6 The Note shall be secured by a security interest in all

of the assets of the Company. The security interest will be subordinate to all

prior security interests. The Purchaser agrees that such security interest will

be subordinated upon the request of the Company to any institutional lender to

the Company.

2. INDUCEMENT WARRANT. As an inducement to purchase the Note, the

Purchaser shall be entitled to receive a warrant to purchase up to 312,500

shares of Common Stock (the "Warrant"). The Warrant shall contain an exercise

price of $0.50 per share and be exercisable for a period of five years from the

Closing Date. The shares issuable upon exercise of the Warrant (the "Warrant

Shares") shall contain registration rights identical to those of the Conversion

Shares as described below.

3. CLOSING. The closing of the purchase and sale of the Note (the

"Closing") shall take place on July 11, 2007, or such other day as agreed to by

the parties (the "Closing Date").

4. REPRESENTATIONS AND WARRANTIES.

4.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

represents and warrants that as of the date of this Agreement:

(a) EXISTENCE. The Company is a corporation duly organized and

in good standing under the laws of the State of Delaware and is duly

qualified to do business and is in good standing in all states where

such qualification is necessary, except for those jurisdictions in

which the failure to qualify would not, in the aggregate, have a

material adverse effect on the Company's financial condition, results

of operations or business.

(b) AUTHORITY. The execution and delivery by the Company of

this Agreement and the Note (i) are within the Company's corporate

powers; (ii) are duly authorized by the Company's board of directors;

(iii) are not in contravention of the terms of the Company's

certificate of incorporation or bylaws; (iv) are not in contravention

of any law or laws; (v) except for the filing of a Form D Notice with

the Securities and Exchange Commission and any exemption filing related

thereto which may be required pursuant to applicable state securities

or "blue sky" laws, do not require any governmental consent,

registration or approval; (vi) do not contravene any contractual or

governmental restriction binding upon the Company; and (vii) will not

result in the imposition of any lien, charge, security interest or

encumbrance upon any property of the Company under any existing

indenture, mortgage, deed of trust, loan or credit agreement or other

material agreement or instrument to which the Company is a party or by

which the Company or any of the Company's property may be bound or

affected.

(c) BINDING EFFECT. This Agreement, the Note and the Warrant

have been duly authorized, executed and delivered by the Company and

constitute the valid and legally binding obligation of the Company,

enforceable in accordance with their respective terms, subject to

bankruptcy, insolvency, reorganization and other laws of general

applicability relating to or affecting creditors' rights and to general

equity principles.

-2-

<PAGE>

(d) CAPITALIZATION. The authorized capital stock of the

Company consists of 95,000,000 shares of Common Stock, par value $0.001

per share, 35,641,882 shares of which were issued and outstanding as of

July 2, 2007, and 5,000,000 shares of authorized Preferred Stock, par

value $0.001 per share, of which none are issued and outstanding as of

July 2, 2007. The shares of Common Stock issuable pursuant to this

Agreement and the Warrant (together, the "Shares") have been duly and

validly authorized and reserved for issuance and, when issued and

delivered in accordance with the terms of this Agreement and the

Warrant, will be duly and validly issued, fully paid and

non-assessable.

(e) DISCLOSURE DOCUMENTS. The Company has furnished the

Purchaser or made available at the website of the Securities and

Exchange Commission (the "SEC") (HTTP://WWW.SEC.GOV) a copy of the

Company's Quarterly Report on Form 10-QSB/A for the period ended March

31, 2007 as filed with the SEC on June 1, 2007, the Company's Annual

Report on Form 10-KSB for the period ended December 31, 2006 as filed

with the SEC on April 17, 2007, and the Reports on Form 8-K dated May

11, 2007, May 16, 2007 and June 21, 2007 (together, the "SEC

Documents").

(f) SECURITIES MATTERS. Subject to the accuracy of the

representations of the Purchaser set forth in Section 4.2 hereof, the

offer, sale and issuance of the Note and the Shares as contemplated by

this Agreement are exempt from the registration requirements of the

Securities Act of 1933 as amended (the "Securities Act"). The Company

has complied and will comply with all applicable state "blue sky" or

securities laws in connection with the offer, sale and issuance of the

Note and the Shares as contemplated by this Agreement.

4.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser

represents and warrants that as of the date of the execution of this Agreement:

(a) AUTHORIZATION. This Agreement constitutes a valid and

legally binding obligation of the Purchaser.

(b) INVESTMENT REPRESENTATIONS. (i) The Purchaser has received

and reviewed the SEC Documents and the Purchaser or the Purchaser's

designated representatives have concluded a satisfactory due diligence

investigation of the Company and have had an opportunity to review the

documents provided by the Company and to have all of their questions

related thereto satisfactorily answered.

(ii) The Purchaser understands the fundamental risks

of the Note and the Shares; has determined that he/she/it can

reasonably benefit from the investment based upon net worth,

income, overall investment objectives and portfolio structure;

that the Purchaser's overall commitment to investments which

are not readily marketable is not disproportionate to the

Purchaser's net worth, and that the Note and the Shares will

not cause such overall commitment to become excessive; and,

that the Purchaser is able to bear the economic risk of the

Note and the Shares, including the loss of the entire value of

its investment. Additionally, the Purchaser understands that

that there are restrictions on the Purchaser's right to

liquidate the Note and the Shares.

-3-

<PAGE>

(iii) The Purchaser has reviewed the Risk Factors

sections included in the SEC Documents, and understands the

Risk Factors describing the fact that the Company (a) has

substantial liabilities, (b) may not be able to obtain

sufficient funds to grow its business and the subsequent

financing may be on terms adverse to the Note and the Shares

and (c) is currently not profitable.

(iv) The Purchaser (or its members and/or officers)

has previously invested in unregistered securities and has

sufficient financial and investing expertise to evaluate and

understand the risks of the Note and the Shares.

(v) The Purchaser has received from the Company, and

is relying on, no representations or projections (except as

set forth in this Agreement or the SEC Documents) with respect

to the Company's business and prospects.

(vi) The Purchaser is an "accredited investor" within

the meaning of Regulation D under the Securities Act.

(vii) The Purchaser is acquiring the Note and the

Shares for investment purposes only without intent to

distribute the same, and acknowledges that the Note and the

Shares have not been registered under the Securities Act and

applicable state securities laws, and accordingly, constitute

"restricted securities" for purposes of the Securities Act and

such state securities laws until such time as a registration

statement covering the Shares is declared effective by the SEC

and the states in which the registration statement is filed.

(viii) The Purchaser acknowledges that it will not be

able to transfer the Note and the Shares except upon

compliance with the registration requirements of the

Securities Act and applicable state securities laws or

exemptions therefrom.

(ix) The certificates and/or instruments evidencing

the Note and the Shares will contain a legend to the foregoing

effect until such time as a registration statement covering

the Shares is declared effective by the SEC.

5. REGISTRATION RIGHTS.

5.1 PARTICIPATION IN REGISTERED OFFERINGS. If the Company proposes or

is required to register any of its shares or other equity securities for public

sale for cash under the Securities Act of 1933, as amended (the "Act") (other

than on Forms S-4 or S-8 or similar registration forms), it will at each such

time or times give written notice to the Purchaser of its intention to do so.

Upon the written request of the Purchaser given within twenty (20) days after

receipt of any such notice, the Company shall use its best efforts to cause to

be included in such registration any Shares held by the Purchaser requested to

be registered; provided, that if the managing underwriter advises that less than

all of the shares requested to be registered should be offered for sale so as

-4-

<PAGE>

not materially and adversely to affect the price or salability of such offering

being registered by the Company, the Purchaser (but not the Company to the

extent it desires to include shares for its own account) shall reduce the number

of its Shares to be included in the registration statement as required by the

underwriter to the extent requisite of all prospective sellers of the securities

proposed to be registered (other than the Company) on a pro rata basis according

to the amounts of securities proposed to be registered by all prospective

sellers to permit the sale or other disposition (in accordance with the intended

method of disposition thereof as aforesaid) by the prospective seller or sellers

of the securities so registered. The registration requested pursuant to this

Section 5.1 is referred to herein as the "Piggyback Registration".

5.2 OBLIGATIONS OF PURCHASER. It shall be a condition precedent to the

obligation of the Company to register any Shares pursuant to this Section 5 that

the Purchaser shall furnish to the Company such information regarding the Shares

held and the intended method of disposition thereof and other information

concerning the Purchaser as the Company shall reasonably request and as shall be

required in connection with the registration statement to be filed by the

Company. If after a registration statement becomes effective the Company advises

the Purchaser that the Company considers it appropriate to amend or supplement

the applicable registration statement, the Purchaser shall suspend further sales

of the Shares until the Company advises the Purchaser that such registration

statement has been amended or supplemented.

5.3 If and whenever the Company is required by the provisions of this

Section 5 to effect the registration of the Shares under the Securities Act, the

Company will:

Furnish to the Purchaser such reasonable number of

copies of the registration statement, preliminary prospectus, final prospectus

and such other documents as the Purchaser may reasonably request in order to

facilitate the sale of such shares;

Notify the Purchaser, promptly after it shall receive

notice thereof, of the time when such registration statement has become

effective or a supplement to any prospectus forming a part of such registration

statement has been filed;

Notify the Purchaser promptly of any request by the

Commission for the amending or supplementing of such registration statement or

prospectus or for additional information;

Prepare and promptly file with the Commission and

promptly notify the Purchaser of the filing of such amendment or supplement to

such registration statement or prospectus as may be necessary to correct any

statements or omissions if, at the time when a prospectus relating to such

securities is required to be delivered under the Securities Act, any event shall

have occurred as the result of which any such prospectus or any other prospectus

as then in effect would include an untrue statement of a material fact or omit

to state any material fact necessary to make the statements therein, in the

light of the circumstances in which they were made, not misleading; and

-5-

<PAGE>

Advise the Purchaser, promptly after it shall receive

notice or obtain knowledge thereof, of the issuance of any stop order by the

Commission suspending the effectiveness of such registration statement or the

initiation or threatening of any proceeding for that purpose and promptly use

its best efforts to prevent the issuance of any stop order or to obtain its

withdrawal if such stop order should be issued.

5.4 With respect to a registration required pursuant to this

Section 5, all fees, costs and expenses of and incidental to such registration,

shall be borne by the Company, including all registration, filing, printing

expenses, fees and disbursements of counsel and accountants for the Company, and

all legal fees and disbursements and other expenses of complying with state

securities or blue sky laws of any jurisdictions in which the S