**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,






6











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,










7




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.








8









(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










10









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.








12











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






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Address






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Signature






______________________




Date






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