First Amendment to the Asset Purchase Agreement


    Exhibit
      10.7 

    


    


    FIRST
      AMENDMENT TO THE ASSET PURCHASE AGREEMENT

    


    THIS
      FIRST AMENDMENT to the Asset Purchase Agreement by and among River Hawk
      Aviation, Inc., a closely held Nevada corporation (“Seller” or the “Company”);
      and Calvin Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”); and
      Viva International, Inc. a Nevada corporation (“Buyer”) dated September 19, 2006
      (the “Agreement”), entered into this 10th
      of
      January 2007, amends the Agreement as follows (the “Amendment”):

     

     

    RECITALS

    


    A. Seller,
      the Shareholder and Buyer (collectively, the “Parties”) entered into an Asset
      Purchase Agreement on September 19, 2006; 

    


    B. In
      furtherance of the Agreement, the Parties wish to amend the Agreement in order
      to restate the terms of consideration; 

    


    C.
       In
      furtherance of the Agreement, the Parties wish to amend the Agreement in order
      to restate the date upon which time the Parties must satisfy the conditions
      subsequent to the Agreement;

    


    D. Unless
      otherwise defined in this Amendment, capitalized terms have the meaning as
      defined in the Agreement. 

    


    Accordingly,
      the Parties hereby agree as follows:

    


    
      	1.  	
              Section
                2.9(c) of the Agreement is hereby deleted in its entirety and substituted
                therefore as is the following: 

            


    

    


    c.     The
      day
      before March 31, 2007, Seller shall deliver to Buyer (i) a list of its Accounts
      Receivable as of that date showing the aging thereof, (ii) a statement of its
      Inventory value as of that date, and (iii) a list of the Assumed Liabilities
      as
      of that date. Buyer shall then determine the Working Capital as of the Closing
      by subtracting the Assumed Liabilities as of that date from the sum of the
      Accounts Receivable as of that date and the Inventory as of that date (the
      “Closing Working Capital”).

    


    
      	2.  	
              Section
                7.4(a) of the Agreement is hereby deleted in its entirety and substituted
                therefore as is the following: 

            


    

    


    a.
      an
      opinion of _____________, Esquire, dated March 31, 2007, in the form of Exhibit
      7.4(a);

    


    
      	3.  	
              Section
                10.4 of the Agreement is hereby deleted in its entirety and substituted
                therefore as is the following:

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.4
      REMOVING EXCLUDED ASSETS 

    


    On
      or
      before the March 31, 2007, Seller shall remove all Excluded Assets from all
      Facilities and other Real Property to be occupied by Buyer. Such removal shall
      be done in such manner as to avoid any damage to the Facilities and other
      properties to be occupied by Buyer and any disruption of the business operations
      to be conducted by Buyer after the Closing. Any damage to the Assets or to
      the
      Facilities resulting from such removal shall be paid by Seller at the Closing.
      Should Seller fail to remove the Excluded Assets as required by this Section,
      Buyer shall have the right, but not the obligation, (a) to remove the Excluded
      Assets at Seller’s sole cost and expense; (b) to store the Excluded Assets and
      to charge Seller all storage costs associated therewith; (c) to treat the
      Excluded Assets as unclaimed and to proceed to dispose of the same under the
      laws governing unclaimed property; or (d) to exercise any other right or remedy
      conferred by this Agreement or otherwise available at law or in equity. Seller
      shall promptly reimburse Buyer for all costs and expenses incurred by Buyer
      in
      connection with any Excluded Assets not removed by Seller on or before March
      31,
      2007.

    


    
      	4.  	
              Section
                10.6 of the Agreement is hereby deleted in its entirety and substituted
                therefore as is the following: 

            


    

    


    10.6
      ASSISTANCE IN PROCEEDINGS 

    


    Seller
      will cooperate with Buyer and its counsel in the contest or defense of, and
      make
      available its personnel and provide any testimony and access to its books and
      Records in connection with, any Proceeding involving or relating to (a) any
      Contemplated Transaction or (b) any action, activity, circumstance, condition,
      conduct, event, fact, failure to act, incident, occurrence, plan, practice,
      situation, status or transaction on or before March 31, 2007 involving Seller
      or
      its business or the ShareholderEquity
      Holders.
      

     

    5.
      Section 2.3 of the Agreement is hereby deleted in its entirety and substituted
      therefore as is the following: 

    


    2.3
      CONSIDERATION

    a.     The
      consideration for the Assets (the “Purchase Price”) will be (a) Two Million Five
      Hundred Thousand Dollars ($2,500,000.00) plus or minus the Adjustment Amount
      and
      (b) the issuance of three million five hundred thousand (3,500,000) shares
      of
      Buyer’s common stock pursuant to Section 4(2) of the Securities Act, the
      subsequent transfer of which is restricted, in whole for a minimum of one year
      or in part for a minimum of two years, in accordance with Section 144 of the
      Securities Act and the assumption of the Assumed Liabilities. In accordance
      with
      Section 2.7(b), at the Closing, the Purchase Price, prior to adjustment on
      account of the Adjustment Amount, shall be delivered by Buyer to Seller as
      follows: 

     

    (i)     One
      Million
      Dollars ($ 1,000,000.00) by means of one Secured Subordinated Promissory Note
      bearing an interest rate of eight percent (8%) per annum and shall mature on
      March 31, 2007; and will be retired as soon as practical through the receipt
      of
      funds raised through the sale of debentures or proceeds from a Private Placement
      Memorandum. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	(ii)  	
              The
                balance as adjusted payable in the form of a second Secured Subordinated
                Promissory Note bearing an interest rate of eight percent (8%) per
                annum
                which shall
                mature no later than March 31, 2007 (Attached as Exhibit “H”) and will be
                retired as soon as practical through the receipt of funds raised
                through
                the sale of debentures or proceeds from a Private Placement Memorandum.
                The security for the Secured Subordinated Promissory Note is defined
                in
                Section 2.7(a)(i). The Adjustment Amount shall be paid in accordance
                with
                Section 2.8. 

            


    

    


    
      	(iii)  	
              Issued
                at the time of Closing, three million five hundred thousand (3,500,000)
                shares of common stock, which shall not be subject to any anti-dilution
                provisions but shall be subject to a recapitalization (the “Shares”),
                pursuant to Section 4(2) of the Securities Act of Buyer’s Preferred Stock,
                the subsequent transfer of which is restricted, in whole for a minimum
                of
                one year or in part for a minimum of two years, in accordance with
                Section
                144 of the Securities Act, commencing from the date that consideration
                is
                provided for the Shares. After the Shares have been held for a minimum
                of
                one (1) year they shall become eligible for sale at the rate of one
                percent (1%) per quarter of the Company’s total outstanding shares
                provided that the Company and the eligible sale of Shares meet the
                conditions of Section 144 of the Securities Act.
                

            


    

    


    b.   
Conditions
      Subsequent to Finality of the Transfer of the Assets.
      Until
      the Buyer tenders full payment of the Secured Subordinated Promissory Note,
      in
      the amount of $1,000,000 principal plus interest in the amount of 8% per annum,
      as detailed in section 2.3(a)(i) above (“Payment Of The First Note”), on March
      31, 2007, the Seller and Equity Holders shall have the right to obtain in
      exchange for return of the Shares, complete domain and control of the Assets.
      Upon payment of the First Note, the Assets shall be deemed to rest with the
      Buyer, subject to the remaining conditions of this Agreement.

     

    6.
      Section 2.6 of the Agreement is hereby deleted in its entirety and substituted
      therefore as is the following: 

     

    Effective
      Date;
      Closing.
      This
      Agreemente Merger
      shall
      be
      closed upon the mutual execution of this Agreement (the “EFFECTIVEClosing”).
      Additionally, following the Closing
      this
      Agreement creates conditions subsequent to this
      Agreement that
      the
      parties hereto are obligated to satisfy within
      twelve (12) monthsby
      March
      31, 2007 from
      Effective Date unless
      otherwise extended beyond twelve
      (12) monthsMarch
      31,
      2007 by mutual, written agreement of the parties
      (the
“Effective Date”).
      The
      right of either the ParentBuyer
      to
resell
      the
      Assets to Seller or the CompanySeller
      to
unwind
      the Mergerrepurchase
      the Assets
      from
      Buyer, shall
      be
      pursuant to material failure of the other party to meet the conditions of this
      Agreement, and thereby discontinue the parent-subsidiaryAsset
      Purchase Agreement relationship
      which
      shall become irrevocably waived if not exercised within the time or upon March
      31, 2007 the
      date
      which is twelve (12) months following the Effective Date (which
      date shall be referred to as the “WAIVER
      DATE”).
      Additionally,
      within seven (7) seven following the Effective Date, the parties hereto also
      agree to ,
      the
      parties hereto shall confirm
      the cause
      the
consummation
      of the Merger
      to
      be consummated by filing a Certificate of Merger on the preprinted form of
      Certificate of Merger required by the Secretary of State of the State of Nevada
      and that of Washington (the “CERTIFICATE OF MERGER”), with the Secretary of
      State of the State of Nevada and that of Washington, respectively, in accordance
      with the relevant provisions of Nevada Law and Washington Law (the time of
      such
      filing (or such later time as may be agreed in writing by the parties and
      specified in the Certificate of Merger).
      being
      the
“EFFECTIVE TIMEEFFECTIVE
      DATE”)
      as
      soon as practicable on or after the Closing Date (as defined herein). Unless
      the
      context otherwise requires, the term “AGREEMENT” as used herein refers
      collectively to this Agreement and Plan of Reorganization and the Certificate
      of
      Merger.  

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    In
      such a
      situation, the Closing will occur as soon as practicable, subject to Article
      9.

     

    7.
      Section 2.7 of the Agreement is hereby deleted in its entirety and substituted
      therefore as is the following: 

     

    2.7
      CLOSING OBLIGATIONS 

    


    
      	a.  	
              Buyer
                shall deliver to Seller and Shareholderthe
                Shareholder,
                as the case may be, documentation necessary for the Seller to pay
                all
                sales taxes necessary for the transfer, filing or recording thereof:
                

            


    

    


    
      	(i)  	
              a
                Promissory Note executed by Buyer and payable to Seller in the principal
                amount of One Million Dollars ($1,000,000.00) in the form of Exhibit
“G”
                (the “Secured Subordinated Promissory Note”). The Secured Subordinated
                Promissory Note shall be secured with a subordinated lien on the
                Assets,
                which subordinated lien will be evidenced by the Security Agreement.
                The
                Seller will agree to execute a commercially reasonable subordination
                agreement proffered by lenders to Buyer either contemporaneous with
                or
                subsequent to the Closing, and will execute whatever documents may
                be
                reasonably necessary to make Seller’s security interest in the Assets
                subordinate to Buyer’s lenders; 

            


    

    


    
      	(ii)  	
              the
                Security Agreement (Exhibit 2.7(a)(ii)) and Financing Statement necessary
                to perfect Seller’s security interest in the Assets;
                and

            


    

    


    
      	(iii)  	
              an
                agreement evidencing an assignment of all of the Assets that are
                intangible personal property in the form of Exhibit 2.7(a)(iii),
                which
                assignment shall also contain Buyer’s undertaking and assumption of the
                Assumed Liabilities (the “Assignment and Assumption Agreement”) executed
                by Seller.

            


    

    


    
      	b.  	
              In
                addition to delivery of the consideration as described in Section
                2.3, the
                following documents are to be delivered on March 31, 2007:
                

            


    

    


    
      	(i)  	
              a
                bill of sale for all of the Assets that are Tangible Personal Property
                in
                the form of Exhibit 2.7(b)(i) (the “Bill of Sale”) executed by Seller;
                

            


    

    


    
      	(ii)  	
              assignments
                of all Intellectual Property Assets and separate assignments of all
                registered Marks, Patents and Copyrights in the form of Exhibit 2.7(b)(ii)
                executed by Seller; and

            


    

    


    
      	(iii)  	
              an
                opinion of counsel for the Seller and the Shareholders in form and
                substance satisfactory to buyer and its legal counsel (Exhibit
                2.7(b)(iii)). 

            


    

    


    8.
      Except
      as otherwise provided herein, all other terms of the Agreement remain in full
      force and effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.
      This
      Amendment sets forth the entire understanding and agreement of the parties,
      and
      supersedes any and all prior contemporaneous oral or written agreements or
      understandings between the parties as to the subject matter of this Amendment.
      This Amendment shall be governed by the laws of the State of Michigan.


     

    10.
      This
      Amendment may be executed by facsimile and in one (1) or more counterparts,
      each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    


    


    


    


    [Signature
      Page to Follow]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
      as
      of the date listed above.

    


    


    RIVER
      HAWK AVIATION, INC. 

    


    


    


    /s/
      Calvin Humphrey

    By:
      Calvin Humphrey 

    Its:
      President

    


    


    


    VIVA
      INTERNATIONAL, INC. 

    


    


    


    /s/
      Robert Scott 

    By:
      Robert Scott

    Its:
      Chief Financial Officer and Director