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Published on 4/4/2007 in the Prospect News PIPE Daily.

New Issue: U.S. Helicopter raises $1.1 million from convertible debentures

By Sheri Kasprzak

New York, April 4 - U.S. Helicopter Corp. sold $1.1 million in convertible debentures to Cornell Capital Partners, LP.

The 12% debentures are due June 30, 2007 and are convertible at the lesser of $1.45 and 95% of the lowest volume weighted average price of the company's stock for the 30 trading days before conversion.

Cornell also received warrants for 155,481 shares. Of the warrants, 47,827 are exercisable at $1.15 each; 40,741 are exercisable at $1.35 each; 35,484 are exercisable at $1.55 each; and 31,429 are exercisable at $1.75 each. All of the warrants expire in five years.

Proceeds will be used for working capital.

New York-based U.S. Helicopter provides helicopter shuttle service between the Downtown Manhattan Heliport and Kennedy Airport.

Issuer:U.S. Helicopter Corp.
Issue:Convertible debentures
Amount:$1.1 million
Maturity:June 30, 2007
Coupon:12%
Price:Par
Yield:12%
Conversion price:The lesser of $1.45 and 95% of the lowest VWAP for the 30 trading days before conversion
Warrants:For 155,481 shares
Warrant expiration:Five years
Warrant strike price:$1.15 for 47,827 warrants; $1.35 for 40,741 warrants; $1.55 for 35,484 warrants; $1.75 for 31,429 warrants
Investor:Cornell Capital Partners, LP
Settlement date:March 30
Stock symbol:OTCBB: USHP
Stock price:$1.03 at close March 30

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