RIVER HAWK AVIATION, INC.  &
AFFILIATES


(Formerly Known as Viva International Inc.)


CODE OF BUSINESS CONDUCT AND
ETHICS











This Code
of Business Conduct and Ethics helps ensure compliance with legal requirements,
Sarbanes-Oxley Act, and our standards of business conduct.




All
Company employees are expected to read and understand this Code of Business
Conduct and Ethics, uphold these standards in day-to-day activities, comply with
all applicable policies and procedures, and ensure that all businesses, (having
a relationship of any kind), agents, other employees, officers, directors, and
contractors are aware of, understand and adhere to these standards.




Because
the principles described in this Code of Business Conduct and Ethics are general
in nature, you should also review all applicable Company policies and procedures
for more specific instruction, and contact the Human Resources Department,
independent counsel, or the Legal Department if you have any
questions.




Nothing
in this Code of Business Conduct and Ethics, in any company policies and
procedures, or in other related communications (verbal or written) creates or
implies an employment contract or term of employment. We are committed to
continuously reviewing and updating our policies and procedures.




Therefore,
this Code of Business Conduct and Ethics is subject to modification. This Code
of Business Conduct and Ethics supersedes all other such codes, policies,
procedures, instructions, practices, rules or written or verbal representations
to the extent they are inconsistent.




Please
sign the acknowledgment form at the end of this Code of Business Conduct and
Ethics and return the form to HR or Legal Department indicating that you have
received, read, understand and agree to comply with the Code of Business Conduct
and Ethics. The signed acknowledgment form will be located in the appropriate
files.




Each year
as part of your relationship with River Hawk you will also be asked to sign an
acknowledgment indicating your continued understanding of and compliance with
the Code of Business Conduct and Ethics.




II. COMPLIANCE
IS EVERYONE’S BUSINESS


Ethical
business conduct is critical to our business. As an employee, your
responsibility is to respect and adhere to these practices. Many of these
practices reflect legal or regulatory requirements. Violations of these laws and
regulations can create significant liability for you, the Company, its
directors, officers, and other employees.




Part of
your job and ethical responsibility is to help enforce this Code of Business
Conduct and Ethics. You should be alert to possible violations and report
possible violations pursuant to the Legal Department. You must cooperate in any
internal or external investigations of possible violations. Reprisal, threats,
retribution or retaliation against any person who has in good faith reported a
violation or a suspected violation of law, this Code of Business Conduct or
other Company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited
pursuant to the “Whistleblowers’ Protection Act” and state laws.




Violations
of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures should be reported in accordance with the procedure and instructions
from the Legal Department.










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Violations
of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures by Company employees, contractors, and or any company and individual
with a business relationship can lead to legal and or disciplinary action up to
and including contract or employee termination.




In trying
to determine whether any given action is appropriate, use the following
test.




Imagine
that the words you are using or the action you are taking is going to be fully
disclosed in the media with all the details, including your photo. If you are
uncomfortable with the idea of this information being made public, perhaps you
should think again about your words or your course of action.




In all
cases, if you are unsure about the appropriateness of an event or action, please
seek assistance in interpreting the requirements of these practices by
contacting the Legal Department.


III. YOUR
RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS




A. General
Standards of Conduct


The
Company expects all employees, agents and contractors, companies and individuals
with a business relationship to exercise good judgment to ensure the safety and
welfare of employees, agents and contractors and to maintain a cooperative,
efficient, positive, harmonious and productive work environment and business
organization.




These
standards apply while working on our premises, at offsite locations where our
business is being conducted, at Company-sponsored business and social events, or
at any other place where you are a representative of the Company. Any party
attesting to this document who engages in misconduct or whose performance is
unsatisfactory may be subject to corrective action, up to and including employee
and or contract termination.




B. Applicable
Laws


All
Company employees, agents and contractors must comply with all applicable laws,
regulations, rules and regulatory orders. Company employees located outside the
U.S. must comply with laws, regulations, rules and regulatory orders of all
countries in which the Company operates.




Each
employee, agent, companies or individuals with business relationships, and
contractor must acquire appropriate knowledge of the requirements relating to
his or her duties sufficient to enable him or her to recognize potential dangers
and to know when to seek advice from the Legal Department on specific Company
policies and procedures. Violations of laws, regulations, rules and orders may
subject the employee, agent or contractor to individual criminal or civil
liability, as well as to discipline by the Company. Such individual violations
may also subject the Company to civil or criminal liability or the loss of
business.




C. Conflicts
of Interest


Each of
us has a responsibility to the Company, our stockholders and each other.
Although this duty does not prevent us from engaging in personal transactions
and investments, it does demand that we avoid situations where a conflict of
interest might occur or appear to occur. The Company is subject to scrutiny from
many different individuals and organizations. We should
always strive to avoid even the appearance of impropriety.




What
constitutes conflict of interest?




A
conflict of interest exists where the interests or benefits of one person or
entity conflict with the interests or benefits of the Company.




Examples
include:










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(i) Employment/Outside
Employment. In
consideration of your employment with the Company, you are expected to devote
your full attention to the business interests of the Company. You are prohibited
from engaging in any activity that interferes with your performance or
responsibilities to the Company or is otherwise in conflict with or prejudicial
to the Company. Our policies prohibit any employee from accepting simultaneous
employment with a Company supplier, customer, developer or competitor, or from
taking part in any activity that enhances or supports a competitor’s position.
Additionally, you must disclose to the Company any interest that you have that
may conflict with the business of the Company. If you have any questions on this
requirement, you should contact your Human Resources Department.




(ii) Outside
Directorships . It is a
conflict of interest to serve as a director of any company that competes with
the Company. Although you may serve as a director of a Company supplier,
customer, developer, or other business partner, our policy requires that you
first obtain approval from the Company’s Corporate Legal Department before
accepting a directorship. Any compensation you receive should be commensurate to
your responsibilities. Such approval may be conditioned upon the completion of
specified actions.




(iii) Business
Interests . If you
are considering investing in a Company customer, supplier, developer or
competitor, you must first take great care to ensure that these investments do
not compromise your responsibilities to the Company. Many factors should be
considered in determining whether a conflict exists, including the size and
nature of the investment; your ability to influence the Company’s decisions;
your access to confidential information of the Company or of the other company;
and the nature of the relationship between the Company and the other company. This will
include and not limited to the movement, sale, transfer, authority given to sell
in the market place shares of VIVI in a manner that would devalue the company
and or shareholder value and or interest.






Related
Parties . As a
general rule, you should avoid conducting Company business with a relative or
significant other, or with a business which a relative or significant other is
associated in any significant role unless disclosed and a written
acknowledgement and approval is proffered. Relatives include:




•
              Father•
              Mother
      (including step-mother)•
              Son
      (including step-son)•
              Son’s
      wife•
              Daughter
      (including step-daughter)•
              Father’s
      father•
              Father’s
      mother•
              Mother’s
      mother•
              Mother’s
      father•
              Son’s
      son•
              Son’s
      son’s wife•
              Son’s
      daughter•
              Son’s
      daughter’s husband•
              Daughter’s
      husband•
              Daughter’s
      son•
              Daughter’s
      son’s wife•
              Daughter’s
      daughter•
              Daughter’s
      daughter’s husband•
              Brother
      (including step-brother)•
              Brother’s
      wife•
              Sister
      (including step-sister)•
              Sister’s
      husband




If such a
related party transaction is unavoidable, you must fully disclose the nature of
the related party transaction to the Company’s Chief Financial Officer. If
determined to be material to the Company








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by the
Chief Financial Officer, the Company’s Audit Committee must review and approve
in writing in advance such related party transactions. The most significant
related party transactions, particularly those involving the Company’s directors
or executive officers, must be reviewed and approved in writing in advance by
the Company’s Board of Directors. The
Company  must
report all such material related party transactions under applicable accounting
rules, Federal Acts, Federal Securities Laws, SEC Rules and Regulations, and
securities market rules. Any
dealings with a related party must be conducted in such a way that no
preferential treatment is given to this business.




The
Company discourages the employment of relatives in positions or assignments
within the same department and prohibits the employment of such individuals in
positions that have a financial dependence or influence (e.g., an auditing or
control relationship, or a Supervisor / subordinate relationship). The purpose
of this policy is to prevent the organizational impairment and conflicts that
are a likely outcome of the employment of relatives or significant others,
especially in a supervisor/subordinate relationship. If a question arises about
whether a relationship is covered by this policy, the Human Resources Department
is responsible for determining whether an applicant’s or transferee’s
acknowledged relationship is covered by this policy. The Human Resources
Department shall advise all affected applicants and transferees of this policy.
Willful withholding of information regarding a prohibited relationship/reporting
arrangement may be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two
employees, the employee in the senior position must bring this to the attention
of his/her supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by
termination, if necessary.




(iv) Other
Situations . Because
other conflicts of interest may arise, it would be impractical to attempt to
list all possible situations. If a proposed transaction or situation raises any
questions or doubts in your mind you should consult the Legal
Department.




D. Corporate
Opportunities


Employees,
officers and directors may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property, information or
position unless the opportunity is disclosed fully in writing to the Company’s
Board of Directors and the Board of Directors declines to pursue such
opportunity.




E. Protecting
the Company’s Confidential Information




The
Company’s confidential information is a valuable asset. The Company’s
confidential information includes all trade related information, trade secrets,
confidential and privileged information, customer information, employee related
information, strategies, administration, research in connection with River
Hawk Aviation and or any of River Hawk Aviation’s affiliates no matter
where they may be in the world, and commercial, legal, scientific, technical
data that are either provided to or made available to the employee by the
Company to facilitate his work or that the employee is able to know or has
obtained access by virtue of his employment or position with the Company. This
information is the property of the Company and may be protected by patent,
trademark, copyright and trade secret laws. All confidential information must be
used for Company business purposes only. Every employee, agent and contractor
must safeguard it. This responsibility includes not disclosing the company
confidential information such as information regarding the company’s products or
business over the internet. You are also responsible for properly labeling such
information with the following notations:




(1) “Private,
Privileged and Confidential” on the first page of the
information.




(2) Confidentiality
notice on the first page of the information, as given
below:




“This
information is intended only for the use of the individuals to whom it is
addressed and may contain information that is privileged or confidential or
which may not be disclosed under applicable law. If you are not the intended
recipient, please notify us immediately and forward the communication to us.






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Use of
the information for any purpose, or copying or distribution, dissemination or
delivery of the information is strictly prohibited.




(3)
Super-scribe every envelope in which the Confidential Information is dispatched
with the notation “Confidential Information – Envelope to be opened by addressee
only”. This responsibility includes the safeguarding, securing and proper
disposal of confidential information in accordance with the Company’s policy on
Maintaining and Managing Records set forth in Section III.I of this Code of
Business Conduct and Ethics. This obligation extends to confidential information
of third parties, which the Company has rightfully received under Non-Disclosure
Agreements. See the Company’s policy dealing with Handling Confidential
Information of Others set forth in Section IV.D of this Code of Business Conduct
and Ethics.




(i) Proprietary
Information and Invention Agreement.




When you
join the Company as well as if stock options are granted to you from time to
time, you are or will be asked to sign an agreement to protect and hold
confidential the Company’s proprietary information. This agreement remains in
effect for as long as you work for the Company or contract with the company and
continues for a period of three (3) years from the date of the compliance with
the last responsibility of any party or employee. Under this agreement, you may
not disclose the Company’s confidential information to anyone or use it to
benefit anyone other than the Company without the prior written consent of an
authorized Company officer.




(ii) Disclosure
of Company Confidential Information.




To
further the Company’s business, from time to time our confidential information
may be disclosed to potential business partners. However, such disclosure should
never be done without carefully considering its potential benefits and risks. If
you determine in consultation with your manager and other appropriate Company
management that disclosure of confidential information is necessary, you must
then contact the Legal Department to ensure that an appropriate written
nondisclosure agreement is signed prior to the disclosure. The Company has
standard nondisclosure agreements suitable for most disclosures. You must not
sign a third party’s nondisclosure agreement or accept changes to the Company’s
standard nondisclosure agreements without review and approval by the Company’s
Legal Department. In addition, all Company materials that contain Company
confidential information, including presentations, must be reviewed and approved
by the Company’s Legal Department prior to publication or use. Furthermore, any
employee publication or publicly made statement that might be perceived or
construed as attributable to the Company, made outside the scope of his or her
employment with the Company, must be reviewed and approved in writing in advance
by the Company’s Legal Department and must include the Company’s standard
disclaimer that the publication or statement represents the views of the
specific author and not of the Company.




(iii) Requests
by Regulatory Authorities.




The
Company and its employees, agents and contractors must cooperate with
appropriate government inquiries and investigations. In this context, however,
it is important to protect the legal rights of the Company with respect to its
confidential information. All government requests for information, documents or
investigative interviews must be referred to the Company’s Legal Department. No
financial information may be disclosed without the prior approval of the
Company’s Chief Financial Officer.




(iv) Company
Spokespeople.




Specific
policies have been established regarding who may communicate information to the
press and the financial analyst community. All inquiries or calls from the press
and financial analysts should be referred to the Company’s Chief Financial
Officer or Investor Relations Department. The Company has designated its
Chairman and Managing Director, Vice Chairmen, President, Chief Financial
Officer and Investor Relations Department as official Company spokespeople for
financial matters. The Company has designated a specific company officer or
officers as the official Company spokespersons for marketing,










5











technical
and other such information. These designees are the only people who may
communicate with the press with prior approval on behalf of the
Company.


F. Obligations
under Securities Laws to prevent “Insider” Trading




Obligations
under the Securities and Exchange Commission, (SEC), rules and regulations and
U.S. securities laws apply to everyone. In the normal course of business,
officers, directors, employees, agents, contractors, consultants and anyone
doing business with the Company may come into possession of significant,
unpublished price sensitive information. This information is the property of the
Company you have
been entrusted with it. You may
not profit
from it by buying or selling securities yourself, or passing on the information
to others to enable them to profit or for them to profit on your behalf. The
purpose of this policy is both to inform you of your legal responsibilities and
to make clear to you that the misuse of unpublished price sensitive information
is contrary to Company policy and SEC Rules and Regulations & U.S.
securities laws.




Insider
trading is a crime, penalized by fines and jail for individuals under both SEC
Rules and Regulations and U.S. laws . Insider
traders must also disclose any profits made, and are often subjected to
forfeiture of profits and an injunction against future violations, possible
incarceration. Finally, insider traders may be subjected to civil liability in
private lawsuits.




Employers
and other controlling persons (including supervisory personnel) are also at risk
under SEC/U.S. securities laws if they recklessly fail to take preventive steps
to control insider trading.




Thus, it
is important both to you and the Company that insider-trading violations do not
occur.




You
should be aware that stock market surveillance techniques are becoming
increasingly sophisticated, and the chance that SEC/U.S. federal or other
regulatory authorities will detect and prosecute even small-level trading is
significant. Insider trading rules are strictly enforced, even in instances when
the financial transactions seem small. You should contact the Corporate Legal
Department if you are unsure as to whether or not you are free to
trade.




The
Company has stipulated a Closed Trading Window during which, Key Insiders, as
defined under the said internal code, are more likely to be exposed to material
nonpublic price sensitive information about the Company, and therefore are
strictly prohibited from dealing in Company securities.




For more
details, and to determine if you are prohibited from trading during the Closed
Trading Window, you should review River Hawk Aviation’s policy for prevention of
Insider Trading. You can contact the Corporate Legal Department to obtain a
written statement. You should take a few minutes to read this statement
carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider
trading violations. Insiders of the Company who violate this Code are also
subject to disciplinary action by the Company, which may include termination of
employment or of business relationship. All questions regarding this Code should
be directed to the Company’s Compliance Officer designated under the
Code.




G. Prohibition
against “Short Selling” of Company Stock




All
corporate personnel shall not, directly or indirectly, sell any equity security,
including derivatives, of the Company if he or she (1) does not own the security
sold, or (2) if he or she owns the security, does not deliver it against such
sale. No Company director, officer or other employee, agent, contractor or any
party doing business or having a business or contractual relationship with River
Hawk may engage in short sales. A short sale, as defined in this policy, means
any transaction whereby one may benefit from a decline in the Company’s stock
price.




H. Use of
Company’s Assets




(i) General .
Protecting the Company’s assets is a key fiduciary responsibility of every
employee, agent and contractor. Care should be taken to ensure that assets are
not misappropriated,






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loaned to
others, or sold or donated, without appropriate authorization. All Company
employees, agents and contractors are responsible for the proper use of Company
assets, and must safeguard such assets against loss, damage, misuse or theft.
Employees, agents or contractors who violate any aspect of this policy or who
demonstrate poor judgment in the manner in which they use any Company asset may
be subject to disciplinary action, up to and including termination of employment
or business relationship at the Company’s sole discretion. Company equipment and
assets are to be used for Company business purposes only. Employees, agents and
contractors may not use Company assets for personal use, nor may they allow any
other person to use Company assets. Employees who have any questions regarding
this policy should bring them to the attention of the Company’s Human Resources
Department.




(ii) Physical
Access Control . The
Company has and will continue to develop procedures covering physical access
control to ensure privacy of communications, maintenance of the security of the
Company communication equipment, and safeguard Company assets from theft, misuse
and destruction. You are personally responsible for complying with the level of
access control that has been implemented in the facility where you work on a
permanent or temporary basis. You must not defeat or cause to be defeated the
purpose for which the access control was implemented.




(iii) Company
Funds . Every
Company employee is personally responsible for all Company funds over which he
or she exercises control. Company agents and contractors should not be allowed
to exercise control over Company funds. Company funds must be used only for
Company business purposes. Every Company employee, agent and contractor must
take reasonable steps to ensure that the Company receives good value for Company
funds spent, and must maintain accurate and timely records of each and every
expenditure. Expense reports must be accurate and submitted in a timely manner.
Company employees, agents and contractors must not use Company funds for any
personal purpose.




(iv) Computers
and Other Equipment . The
Company strives to furnish employees with the equipment necessary to efficiently
and effectively do their jobs. You must care for that equipment and to use it
responsibly only for Company business purposes. If you use Company equipment at
your home or off site, take precautions to protect it from theft or damage, just
as if it were your own. If the Company no longer employs you, you must
immediately return all Company equipment. While computers and other electronic
devices are made accessible to employees to assist them to perform their jobs
and to promote Company’s interests, all such computers and electronic devices,
whether used entirely or partially on the Company’s premises or with the aid of
the Company’s equipment or resources, must remain fully accessible to the
Company and, to the maximum extent permitted by law, will remain the sole and
exclusive property of the Company.




Employees,
agents and contractors should not maintain any expectation of privacy with
respect to information transmitted over, received by, or stored in any
electronic communications device owned, leased, or operated in whole or in part
by or on behalf of the Company. To the extent permitted by applicable law, the
Company retains the right to gain access to any information received by,
transmitted by, or stored in any such electronic communications device, by and
through its employees, agents, contractors, or representatives, at any time,
either with or without an employee’s or third party’s knowledge, consent or
approval.




(v) Software . All
software used by employees to conduct Company business must be appropriately
licensed. Never make or use illegal or unauthorized copies of any software,
whether in the office, at home, or on the road, since doing so may constitute
copyright infringement and may expose you and the Company to potential civil and
criminal liability. In addition, use of illegal or unauthorized copies of
software may subject the employee to disciplinary action, up to and including
termination. The Company’s IT Department will inspect Company computers
periodically to verify that only approved and licensed software has been
installed. Any non-licensed/supported software will be removed.




(vi) Electronic
Usage . The
purpose of this policy is to make certain that employees utilize electronic
communication devices in a legal, ethical, and appropriate manner. This policy
addresses the Company’s responsibilities and concerns regarding the fair and
proper use of all electronic communications devices within the organization,
including computers, e-mail, connections to the Internet,










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intranet
and extranet and any other public or private networks, voice mail, video
conferencing, facsimiles, and telephones. Posting or discussing information
concerning the Company’s products or business on the Internet without the prior
written consent of the Company’s CFO is prohibited. Any other form of electronic
communication used by employees currently or in the future is also intended to
be encompassed under this policy. It is not possible to identify every standard
and rule applicable to the use of electronic communications devices. Employees
are therefore encouraged to use sound judgment whenever using any feature of our
communications systems. You are expected to review, understand and follow such
policies and procedures in this regard.




H. Maintaining
and Managing Records




The
purpose of this policy is to set forth and convey the Company’s business and
legal requirements in managing records, including all recorded information
regardless of medium or characteristics. Records include paper documents, CDs,
computer hard disks, email, floppy disks, microfiche, microfilm or all other
media. The Company is required by central, local, state, federal, foreign and
other applicable laws, rules and regulations to retain certain records and to
follow specific guidelines in managing its records. Civil and criminal penalties
for failure to comply with such guidelines can be severe for employees, agents,
contractors and the Company, and failure to comply with such guidelines may
subject the employee, agent or contractor to disciplinary action, up to and
including termination of employment or business relationship at the Company’s
sole discretion.


J. Records
on Legal Hold.




A legal
hold suspends all document destruction procedures in order to preserve
appropriate records under special circumstances, such as litigation or
government investigations. The Company’s Legal Department determines and
identifies what types of Company records or documents are required to be placed
under a legal hold. Every Company employee, agent and contractor must comply
with this policy. Failure to comply with this policy may subject the employee,
agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole
discretion.




The
Company’s Legal Department will notify you if a legal hold is placed on records
for which you are responsible. You then must preserve and protect the necessary
records in accordance with instructions from the Company’s Legal Department.
Records or supporting documents that have been placed under a legal hold must
not be destroyed, altered or modified under any circumstances. A legal hold
remains effective until it is officially released in writing by the Company’s
Legal Department. If you are unsure whether a document has been placed under a
legal hold, you should preserve and protect that document while you check with
the Company’s Legal Department.




If you
have any questions about this policy you should contact the Company’s Legal
Department.


K. Payment
Practices




(i) Accounting
Practices . The
Company’s responsibilities to its stockholders and the investing public require
that all transactions be fully and accurately recorded in the Company’s books
and records in compliance with all applicable laws. False or misleading entries,
unrecorded funds or assets, or payments without appropriate supporting
documentation and approval are strictly prohibited and violate Company policy
and the law. Additionally, all documentation supporting a transaction should
fully and accurately describe the nature of the transaction and be processed in
a timely fashion.




(ii) Political
Contributions . The
Company reserves the right to communicate its position on important issues to
elected representatives and other government officials. It is the Company’s
policy to comply fully with all central, local, state, federal, foreign and
other applicable laws, rules and regulations regarding political contributions.
The Company’s funds or assets must not
be used for, or be contributed to, political campaigns or political practices
under any circumstances without the prior written approval of the Board of
Directors.








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(iii) Prohibition
of Inducements . Under
no circumstances may employees, agents or contractors offer to pay, make
payment, promise to pay, or issue authorization to pay any money, gift, or
anything of value to customers, vendors, consultants, etc. that is perceived as
intended, directly or indirectly, to improperly influence any business decision,
any act or failure to act, any commitment of fraud, or opportunity for the
commission of any fraud. Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy. Questions
regarding whether a particular payment or gift violates this policy should be
directed to Human Resources or the Legal Department.


L. Prevention
of Corruption - the Foreign Corrupt Practices Act.




The
Company requires full compliance with the Foreign Corruption Practices Act, 15
U.S.C.78dd-3(e)(2) or any other Statute or Regulation in any country of the
world which has the objective of preventing corruption of any nature whatsoever
by all of its employees, agents and contractors.




The
employees, agents, contractors, dealers and distributors shall not either
directly or indirectly make or attempt to make any payment, offer for payment,
or offer or promise to make any payment or take or attempt to take or agree to
take in currency, property or anything else of value including any commission,
payments, share in profits or commission, loans, services to any Government
official, third person, customer or potential customer or previous customer,
firm, entity, individual, organization of company in seeking or for making a
favor in the course of conduct of business of River Hawk Aviation, Inc. either
in violation of the Foreign Corrupt Prevention Actor and or any Statute or
Regulation in any country of the world in which has the objective of preventing
corruption of any nature whatsoever.




No
contract or agreement may be made with any business in which a government
official or employee holds a significant interest, without the prior approval of
the Board of Directors.


M. Export
Controls




A number
of countries maintain controls on the destinations to which products or software
may be exported. Some of the strictest export controls are maintained by the
United States against countries that the U.S. government considers unfriendly or
as supporting international terrorism. The U.S. regulations are complex and
apply both to exports from the United States and to exports of products from
other countries, when those products contain U.S.-origin components or
technology. Software created in the United States is subject to these
regulations even if duplicated and packaged abroad. In some circumstances, an
oral presentation containing technical data made to foreign nationals in the
United States may constitute a controlled export. The Legal Department can
provide you with guidance on which countries are prohibited destinations for
Company products or whether a proposed technical presentation to foreign
nationals may require a U.S. Government license.


IV. RESPONSIBILITIES
TO OUR CUSTOMERS AND OUR SUPPLIERS




A. Customer
Relationships




If your
job puts you in contact with any Company customers or potential customers, it is
critical for you to remember that you represent the Company to the people with
whom you are dealing. Act in a manner that creates value for our customers and
helps to build a relationship based upon trust. The Company and its employees
have provided products and services for many years and have built up significant
goodwill over that time. This goodwill is one of our most important assets, and
the Company employees, agents and contractors must act to preserve and enhance
our reputation.




B. Payments
or Gifts from Others




Under no
circumstances may employees, agents or contractors accept any offer, payment,
promise to pay, or authorization to pay any money, gift, or anything of value
from customers, vendors, consultants, etc. that is perceived as intended,
directly or indirectly, to influence any business decision, any act or failure
to act, any commitment of fraud, or opportunity for the commission of any fraud.








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Inexpensive
gifts, infrequent business meals, celebratory events and entertainment, provided
that they are not excessive or create an appearance of impropriety, do not
violate this policy. Questions regarding whether a particular payment or gift
violates this policy are to be directed to Human Resources or the Legal
Department.




Gifts
given by the Company to suppliers or customers or received from suppliers or
customers should always be appropriate to the circumstances and should never be
of a kind that could create an appearance of impropriety. The nature and cost
must always be accurately recorded in the Company’s books and
records.


C. Publications
of Others




The
Company subscribes to many publications that help employees do their jobs
better. These include newsletters, reference works, online reference services,
magazines, books, and other digital and printed works. Copyright law generally
protects these works, and their unauthorized copying and distribution constitute
copyright infringement. You must first obtain the consent of the publisher of a
publication before copying publications or significant parts of them. When in
doubt about whether you may copy a publication, consult the Legal
Department.




D.  Handling
the Confidential Information of Others




The
Company has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their
products or business plans to induce the Company to enter into a business
relationship. At other times, we may request that a third party provide
confidential information to permit the Company to evaluate a potential business
relationship with that party. Whatever the situation, we must take special care
to handle the confidential information of others responsibly. We handle such
confidential information in accordance with our agreements with such third
parties. See also the Company’s policy on Maintaining and Managing Records in
Section III.I of this Code of Business Conduct and Ethics.




(i) Appropriate
Nondisclosure Agreements .
Confidential information may take many forms. An oral presentation about a
company’s product development plans may contain protected trade secrets. A
customer list or employee list may be a protected trade secret. A demo of an
alpha version of a company’s new software may contain information protected by
trade secret and copyright laws.




You
should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be
confidential, unless an appropriate nondisclosure agreement has been signed with
the party offering the information. The legal department can provide
nondisclosure agreements to fit any particular situation, and will coordinate
appropriate execution of such agreements on behalf of the company. Even after a
nondisclosure agreement is in place, you should accept only the information
necessary to accomplish the purpose of receiving it, such as a decision on
whether to proceed to negotiate a deal. If more detailed or extensive
confidential information is offered and it is not necessary, for your immediate
purposes, it should be refused.




(ii) Need-to-Know . Once a
third party’s confidential information has been disclosed to the Company, we
have an obligation to abide by the terms of the relevant nondisclosure agreement
and limit its use to the specific purpose for which it was disclosed and to
disseminate it only to other Company employees with a need to know the
information. Every employee, agent and contractor involved in a potential
business relationship with a third party must understand and strictly observe
the restrictions on the use and handling of confidential information. When in
doubt, consult the Legal Department.




(iii) Notes and
Reports . When
reviewing the confidential information of a third party under a nondisclosure
agreement, it is natural to take notes or prepare reports summarizing the
results of the review and, based partly on those notes or reports, to draw
conclusions about the suitability of a business relationship. Notes or reports,
however, can include confidential information disclosed by the other party and
so should be retained only long enough to complete the evaluation of the
potential business relationship. Subsequently, they should be either destroyed
or turned over to the Legal










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Department
for safekeeping or destruction. They should be treated just as any other
disclosure of confidential information is treated: marked as confidential and
distributed only to those the Company employees with a need to
know.




(iv) Competitive
Information . You
should never attempt to obtain a competitor’s confidential information by
improper means, and you should especially never contact a competitor regarding
their confidential information. While the Company may, and does, employ former
employees of competitors, we recognize and respect the obligations of those
employees not to use or disclose the confidential information of their former
employers.




E . Selecting
Suppliers




The
Company’s suppliers make significant contributions to our success. To create an
environment where our suppliers have an incentive to work with the Company, they
must be confident that they will be treated lawfully and in an ethical manner.
The Company’s policy is to purchase supplies based on need, quality, service,
price and terms and conditions. The Company’s policy is to select significant
suppliers or enter into significant supplier agreements though a competitive bid
process where possible. Under no circumstances should any Company employee,
agent or contractor attempt to coerce suppliers in any way. The confidential
information of a supplier is entitled to the same protection as that of any
other third party and must not be received before an appropriate nondisclosure
agreement has been signed.




F.  Government
Relations






It is the
Company’s policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public officials,
and to adhere to high ethical, moral and legal standards of business conduct.
This policy includes strict compliance with all central, local, state, federal,
foreign and other applicable laws, rules and regulations. If you have any
questions concerning government relations you should contact the Company’s Legal
Department.




G . Lobbying




Employees,
agents or contractors whose work requires lobbying communication with any member
or employee of a legislative body or with any government official or employee in
the formulation of legislation must have prior written approval of such activity
from the Company’s Chief Finance Officer. Activity covered by this policy
includes meetings with legislators or members of their staffs or with senior
executive branch officials. Preparation, research, and other background
activities that are done in support of lobbying communication are also covered
by this policy even if the communication ultimately is not made.




H.  Government
Contracts




It is the
Company’s policy to comply fully with all applicable laws and regulations that
apply to government contracting. It is also necessary to strictly adhere to all
terms and conditions of any contract with central, local, state, federal,
foreign or other applicable governments. The Company’s Legal Department must
review and approve all contracts with any government entity.




I.  Free and Fair
Competition




Most
countries have well-developed bodies of law designed to encourage and protect
free and fair competition. The Company is committed to obeying both the letter
and spirit of these laws. The consequences of not doing so can be severe for all
of us.




These
laws often regulate the Company’s relationships with its distributors,
resellers, dealers, and customers. Competition laws generally address the
following areas: pricing practices (including price discrimination),
discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive










11









dealerships
or distributorships, product bundling, restrictions on carrying competing
products, termination, and many other practices.




Competition
laws also govern, usually quite strictly, relationships between the Company and
its competitors. As a general rule, contacts with competitors should be limited
and should always avoid subjects such as prices or other terms and conditions of
sale, customers, and suppliers. Employees, agents or contractors of the Company
may not knowingly make false or misleading statements regarding its competitors
or the products of its competitors, customers or suppliers. Participating with
competitors in a trade association or in a standards creation body is acceptable
when the association has been properly established, has a legitimate purpose,
and has limited its activities to that purpose.




No
employee, agent or contractor shall at any time or under any circumstances enter
into an agreement or understanding, written or oral, express or implied, with
any competitor concerning prices, discounts, other terms or conditions of sale,
profits or profit margins, costs, allocation of product or geographic markets,
allocation of customers, limitations on production, boycotts of customers or
suppliers, or bids or the intent to bid or even discuss or exchange information
on these subjects. In some cases, legitimate joint ventures with competitors may
permit exceptions to these rules as may bona fide purchases from or sales to
competitors on non-competitive products, but the Company’s Legal Department must
review all such proposed ventures in advance. These prohibitions are absolute
and strict observance is required. Collusion among competitors is illegal, and
the consequences of a violation are severe.




Although
the spirit of these laws, known as “antitrust,” “competition,” or “consumer
protection” or unfair competition laws, is straightforward, their application to
particular situations can be quite complex. To ensure that the Company complies
fully with these laws, each of us should have a basic knowledge of them and
should involve our Legal Department early on when questionable situations
arise.




J.  Industrial
Espionage




It is the
Company’s policy to lawfully compete in the marketplace. This commitment to
fairness includes respecting the rights of our competitors and abiding by all
applicable laws in the course of competing. The purpose of this policy is to
maintain the Company’s reputation as a lawful competitor and to help ensure the
integrity of the competitive marketplace. The Company expects its competitors to
respect our rights to compete lawfully in the marketplace, and we must respect
their rights equally. Company employees, agents and contractors may not steal or
unlawfully use the information, material, products, intellectual property, or
proprietary or confidential information of anyone including suppliers,
customers, business partners or competitors.




V. WAIVERS




Any
waiver of any provision of this Code of Business Conduct and Ethics for a member
of the Company’s Board of Directors or an executive officer must be approved in
writing by the Company’s Board of Directors and promptly disclosed and filed
with the SEC. Any waiver of any provision of this Code of Business Conduct and
Ethics with respect any other employee, agent or contractor must be approved in
writing by the Company’s General Counsel after a review and approval by the
Board of Directors.




VI. DISCIPLINARY
ACTIONS




The
matters covered in this Code of Business Conduct and Ethics are of the utmost
importance to the Company, its stockholders and its business partners, and are
essential to the Company’s ability to conduct its business in accordance with
its stated values. We expect all of our employees, agents, contractors and
consultants to adhere to these rules in carrying out their duties for the
Company.




In this
connection, kindly ensure to read carefully the Company’s memos, Handbook, and
other policies and codes issued from time to time.








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The
Company will take appropriate civil and or criminal action against any employee,
agent, contractor, consultant and or any party having a contractual or business
relationship with River Hawk whose actions are found to violate these policies
or any other policies of the Company.




Disciplinary
actions may include immediate termination of employment or business relationship
at the Company’s sole discretion. Where the Company has suffered a loss, it may
pursue its remedies against the individuals or entities responsible. Where laws
have been violated, the Company will cooperate fully with the appropriate
authorities.




VII. ACKNOWLEDGMENT
OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS




I have
received and read River Hawk Aviation, Inc. & Affiliates Code of Business
Conduct and Ethics. I understand the standards and policies contained in the
Company Code of Business Conduct and Ethics and understand that there may be
additional policies or laws specific to my relationship with the company. I
acknowledge that I have been advised to consult with and have been given the
opportunity to obtain independent counsel opinion. I agree to comply with the
Company Code of Business Conduct and Ethics and stand responsible for my
actions.




If I have
questions concerning the meaning or application of the Company Code of Business
Conduct and Ethics, any Company policies or the legal and regulatory
requirements applicable to my relationship with the company, I know I can
consult my immediate supervisor, the Human Resources Department or the Legal
Department, knowing that my questions or reports to these sources will be
maintained in confidence.






____________________________________






Name






____________________________________






Address






____________________________________






Signature






______________________




Date






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