Agreement and Plan of Merger


     

    Exhibit
      10.10

     

    


    


    


     

    


    


    AGREEMENT
      AND PLAN OF MERGER

    


    


    by
      and among

    


    River
      Hawk Aviation, Inc.,

    


    Profile
      Aviation Center, Inc.,

    


    PAC
      Acquisition Corp.,

    


    Profile
      Services, Inc., and

    


    PS
      Acquisition Corp.

    


    


    


    


    


    Dated
      as of May______, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (1)  AGREEMENT
      AND PLAN OF MERGER

     

    This
      Agreement and Plan Of Merger (the
      “Agreement”)
      dated
      as of May ___, 2007, by and among River Hawk Aviation, Inc., a corporation
      formed under the laws of the State of Nevada (“River
      Hawk”),
      Profile Aviation Center, Inc., a corporation formed under the laws of the State
      of North Carolina (“Profile
      Aviation”),
      PAC
      Acquisition Corp., a corporation newly formed under the laws of the State of
      North Carolina and a wholly owned subsidiary of River Hawk (the “PAC
      Merger Sub”),
      Profile Services, Inc., a corporation formed under the laws of the State of
      Delaware (“Profile
      Services”),
      and
      PS Acquisition Corp., a corporation newly formed under the laws of the State
      of
      Delaware and a wholly owned subsidiary of River Hawk (the “PS
      Merger Sub”).
      Profile Aviation, the PAC Merger Sub, Profile Services, the PS Merger Sub and
      River Hawk are individually referred to herein as a “Party”
and
      collectively as the “Parties.”

    


    (2)  PREAMBLE

    


    WHEREAS,
      River
      Hawk proposes to acquire Profile Aviation and Profile Services pursuant to
      a
      merger transaction whereby, pursuant to the terms and subject to the conditions
      of this Agreement, Profile Aviation and Profile Services shall become wholly
      owned subsidiaries of River Hawk through the merger of PAC Merger Sub with
      and
      into Profile Aviation and through the merger of PS Merger Sub with and into
      Profile Aviation (the “Merger”);

    


    WHEREAS,
      the
      Board of Directors of River Hawk has (i) determined that a Merger with Profile
      Aviation and Profile Services is advisable and in the best interests of River
      Hawk and of River Hawk’s stockholders and presents an opportunity to achieve
      long-term strategic and financial benefits, (ii) approved the Merger and this
      Agreement and (iii) determined to recommend that River Hawk approve the Merger
      and approve and adopt this Agreement;

    


    WHEREAS,
      the
      Board of Directors of Profile Aviation and Profile Services has (i) determined
      that a Merger with River Hawk is advisable and in the best interests of Profile
      Aviation and Profile Services and their stockholders and presents an opportunity
      to achieve long-term strategic and financial benefits, (ii) approved the Merger
      and this Agreement and (iii) determined to recommend that the stockholders
      of
      Profile Aviation and Profile Services approve the Merger and approve and adopt
      this Agreement;

     

    WHEREAS,
      in the
      Merger, one hundred percent (100%) of all issued and outstanding shares of
      common stock of Profile Aviation and Profile Services shall be purchased (the
      “Share
      Purchase”)
      in
      exchange for Four Million U.S. Dollars ($4,000,000) and one million five hundred
      thousand (1,500,000) shares of common stock of River Hawk (the “Merger
      Shares”),
      which
      Merger Shares, when issued pursuant to the Share Purchase, shall represent
      approximately ten percent (10 %) of the voting power of River Hawk after the
      Merger; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, representations and
      warranties contained herein, the Parties, intending to be legally bound, hereby
      agree as follows:

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    CERTAIN
      DEFINITIONS

    


    As
      used
      in this Agreement, the following terms shall have the meanings set forth below:
      

    


    “Applicable
      Law”
means
      any domestic or foreign law, statute, regulation, rule, policy, guideline or
      ordinance applicable to the businesses of the Parties, the Merger and/or the
      Parties. 

    


    “Knowledge”
      means,
      in the case of River Hawk, Profile Aviation and Profile Services, a particular
      fact or other matter of which its Chief Executive Officer or the Chief Financial
      Officer is actually aware or which a prudent individual serving in such capacity
      could be expected to discover or otherwise become aware of in the course of
      conducting a reasonable
      review or
      investigation of
      the
      corporation and its business and affairs. 

    


    “Lien”
means,
      with respect to any property or asset, any mortgage, lien, pledge, charge,
      security interest, claim, encumbrance, royalty interest, any other adverse
      claim
      of any kind in respect of such property or asset, or any other restrictions
      or
      limitations of any nature whatsoever.

    


    “Material
      Adverse Effect”
with
      respect to any entity or group of entities means any event, change or effect
      that has or would have a materially adverse effect on the financial condition,
      business or results of operations of such entity or group of entities, taken
      as
      a whole. 

    


    “Person”
means
      any individual, corporation, partnership, trust or unincorporated organization
      or a government or any agency or political subdivision thereof. 

    


    “Surviving
      Entity”
or
      “Surviving
      Entities”
shall
      mean Profile Aviation and Profile Services as the surviving entity or surviving
      entities in the Merger as provided in Section 1.04.

    


    “Tax”
(and,
      with correlative meaning, “Taxes”
and
      “Taxable”)
      means:


    


    (i)
      any
      income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
      tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
      withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
      tax, occupation tax, property tax, environmental or windfall profit tax, custom,
      duty or other tax, impost, levy, governmental fee or other like assessment
      or
      charge of any kind whatsoever together with any interest or any penalty,
      addition to tax or additional amount imposed with respect thereto by any
      governmental or Tax authority responsible for the imposition of any such tax
      (domestic or foreign); 

    


    (ii)
      any
      liability for the payment of any amounts of the type described in clause (i)
      above as a result of being a member of an affiliated, consolidated, combined
      or
      unitary group for any Taxable period; and 

     

    (iii)
      any
      liability for the payment of any amounts of the type described in clauses (i)
      or
      (ii) above as a result of any express or implied obligation to indemnify any
      other person. 

    


    “Tax
      Return”
means
      any return, declaration, form, claim for refund or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    ARTICLE
      I

    THE
      TRANSACTIONS

    


    SECTION
      1.01      THE
      SHARE
      PURCHASE

    


    Consideration. On
      the
      Closing Date, (as hereinafter defined), the Share Purchase shall be consummated,
      in which River Hawk shall purchase from Profile Aviation and Profile Services
      one hundred percent (100%) of all issued and outstanding shares of common stock
      of Profile Aviation and Profile Services, collectively referred to as the
“Profile
      Shares,”
and
      all
      of the assets of Profile Aviation and Profile Services, who for purposes of
      this
      Section 1.01 shall collectively be referred to as “Profile”
as
      if
      they were the same entity, and for purposes of this Section 1.01 be deemed
      to be
      the same entity, in exchange for the following consideration, according to
      the
      following terms:

    


    (a) One
      Million Five Hundred Thousand U.S. Dollars ($1,500,000) upon the Closing
      Date;

    


    (b) 
      A
      convertible promissory note for a total of Two Million Five Hundred Thousand
      U.S. Dollars ($2,500,000), a form of which is attached hereto as Exhibit
      A
      (the
“Note”).
      The
      material terms of the Note are substantially as follows:

     

              (i)
      the Note will provide an annual interest rate of eight percent
      (8%);

    


    (ii)
      the
      Note is payable in three (3) installments, the first being One Million U.S.
      Dollars ($1,000,000) payable one (1) year from the Effective Time (as
      hereinafter defined), the second being One Million U.S. Dollars ($1,000,000)
      payable two (2) years from the Effective Date, the third and final payment
      being
      Five Hundred Thousand U.S. Dollars ($500,000) payable three (3) years from
      the
      Effective Date; 

    


    (iii)
      the
      maturity date will be three (3) years from the Effective Date of this Agreement;
      and

    


    (iv)
      the
      Note shall convert, at the noteholder’s option, in whole or in part, at a
      conversion price equal to the ten (10) day trailing average of the bid and
      ask
      price as quoted on the Over the Counter Bulletin Board, or substantially similar
      quotation system or exchange, at the time of conversion. 

    


    (c) Profile
      shall receive one million five hundred thousand (1,500,000) shares of River
      Hawk
      common stock shares otherwise known herein as the Merger Shares;
      and

    


    (d) River
      Hawk shall assume the liabilities of Profile, which are estimated to equal
      approximately Eight Million U.S. Dollars ($8,000,000), which estimate is subject
      to due diligence prior to the Closing Date. 

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.02      THE
      MERGER 

    


    Upon
      the
      terms and subject to the conditions set forth in this Agreement and in
      accordance with the Nevada Revised Statutes, Delaware Code and the General
      Statutes of North Carolina, at the Effective Time, all the Profile Shares shall
      be cancelled and converted into the right to receive the Merger Shares. In
      connection therewith, the following terms shall apply:

    


    (a) Exchange
      Agent.
      Legal
      counsel for Profile Aviation and Profile Services, shall act as the exchange
      agent (the “Exchange
      Agent”)
      for
      the purpose of exchanging the Profile Shares for the Merger Shares. At or prior
      to the Closing, River Hawk shall deliver to the Exchange Agent the Merger
      Shares.

    


    (b) Conversion
      of Securities.
      

    


    (i) Conversion
      of Profile Aviation and Profile Services Securities.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      River Hawk, Profile Aviation, the PAC Merger Sub, Profile Services and the
      PS
      Merger Sub, or the holders of any of their respective securities agree to the
      following:

    


    (1) Each
      of
      the issued and outstanding shares Profile Shares, immediately prior to the
      Effective Time, shall be converted into and represent the right to receive,
      and
      shall be exchangeable for a pro rata allocation the Merger Shares.

    


    (2) All
      Profile Shares shall no longer be outstanding and shall automatically be
      canceled, retired and shall cease to exist, and each holder of a certificate
      representing any such shares shall cease to have any rights with respect
      thereto, except the right to receive the Merger Shares to be issued pursuant
      to
      this Section 1.02 upon the surrender of such certificate in accordance with
      Section 1.08, without interest. No fractional shares may be issued; but each
      fractional share that would result from the Merger will be rounded to the
      nearest number of whole shares. 

    


              
(3) The
      Merger Shares acquired in the Share Purchase shall represent, when issued,
      the
      equivalent of approximately ten percent (10%) of the common stock of River
      Hawk
      at the Effective Time. 

    


    (ii) Conversion
      of Merger Sub Stock.
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      Profile Aviation, the PAC Merger Sub, Profile Services, the PS Merger Sub and
      River Hawk, or the holders of any of their respective securities, each share
      of
      capital stock of the PAC Merger Sub and the PS Merger Sub outstanding,
      immediately prior to the Effective Time, shall be converted into one (1) share
      of the common stock of Profile Aviation and one (1) share of the common stock
      of
      Profile Services, each respectively a “Surviving
      Entity,”
      (collectively referred to as the “Surviving
      Entities”)
      and
      the shares of common stock of the Surviving Entities so issued in such
      conversion shall constitute the only outstanding shares of capital stock of
      the
      Surviving Entities and the Surviving Entities shall be wholly owned subsidiaries
      of River Hawk. 

    


    (c) Exemption
      from Registration.
      The
      Parties intend that the issuance of the Merger Shares to Profile Aviation and
      Profile Services shall be exempt from the registration requirements of the
      Securities Act pursuant to Section 4(2) of the Securities Act and the rules
      and
      regulations promulgated thereunder.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      1.03  CLOSING
      

    


    The
      closing of the Share Purchase and the Merger (the “Closing”
      otherwise known as the “Closing
      Date”)
      will
      take place at the offices of The Otto Law Group, PLLC, within one (1) business
      day following the satisfaction or waiver of the conditions precedent set forth
      in Article V or at such other date as River Hawk, Profile Aviation and Profile
      Services shall agree, but in any event no later than September 30, 2007 unless
      extended by a written agreement of the Parties. 

    


    SECTION
      1.04  MERGER;
      EFFECTIVE TIME. 

    


    (a) PAC
      Merger Sub. At
      the
      Effective Time and subject to and upon the terms and conditions of this
      Agreement, the PAC Merger Sub shall, and River Hawk shall cause the PAC Merger
      Sub, to merge with and into Profile Aviation in accordance with the provisions
      of the Nevada Revised Statutes and the General Statutes of North Carolina,
      the
      separate corporate existence of the PAC Merger Sub shall cease and Profile
      Aviation shall continue as the Surviving Entity. The Effective Time shall occur
      upon the filing with the Nevada Secretary of State and the North Carolina
      Secretary of State a Certificate of Merger, executed in accordance with the
      applicable provisions of the Nevada Revised Statutes and the General Statutes
      of
      North Carolina (the “Effective
      Time”).
      The
      date on which the Effective Time occurs is referred to as the “Effective
      Date.”
      Provided that this Agreement has not been terminated pursuant to Article VI,
      the
      Parties will cause the Certificate of Merger to be filed as soon as practicable
      after the Closing.

    


    (b) PS
      Merger Sub.  At
      the
      Effective Time and subject to and upon the terms and conditions of this
      Agreement, the PS Merger Sub shall, and River Hawk shall cause the PS Merger
      Sub, to merge with and into Profile Services in accordance with the provisions
      of the Nevada Revised Statutes and Delaware Code, the separate corporate
      existence of the PS Merger Sub shall cease and Profile Services shall continue
      as the Surviving Entity. The Effective Time shall occur upon the filing with
      the
      Nevada Secretary of State and the Delaware Secretary of State a Certificate
      of
      Merger, executed in accordance with the applicable provisions of the Nevada
      General Corporation Laws. Provided that this Agreement has not been terminated
      pursuant to Article VI, the Parties will cause the Certificate of Merger to
      be
      filed as soon as practicable after the Closing.

    


    


    SECTION
      1.05      EFFECT
      OF THE MERGER.

    


    The
      Merger shall have the effect set forth in Nevada Revised Statutes Title 7,
      Chapter 78 and Chapter 92A, Delaware Code Title 8 Chapter 1 and the General
      Statutes of North Carolina Chapter 55 Article 11. Without limiting the
      generality of the foregoing, and subject thereto, at the Effective Time, all
      the
      properties, rights, privileges, powers and franchises of Profile Aviation,
      the
      PAC Merger Sub, Profile Services and the PS Merger Sub shall vest in each
      company’s respective Surviving Entity, and all debts, liabilities and duties of
      Profile Aviation, the PAC Merger Sub, Profile Services and the PS Merger Sub
      shall become the debts, liabilities and duties of each company’s respective
      Surviving Entity.

    


    SECTION
      1.06      CERTIFICATE
      OF INCORPORATION AND BYLAWS; DIRECTORS  AND
      OFFICERS 

    


    Pursuant
      to the Merger: 

    


    (a) The
      Certificate of Incorporation and Bylaws of Profile Aviation and Profile
      Services, as in effect immediately prior to the Effective Time, shall be the
      Certificate of Incorporation and Bylaws of the Surviving Entities immediately
      following the Merger. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) The
      directors and officers of Profile Aviation and Profile Services immediately
      prior to the Merger shall be the directors and officers of the Surviving
      Entities following the Merger. 


     

    
      SECTION
        1.07      RESTRICTIONS
        ON RESALE

       

    

    (a) The
      Profile Shares issued pursuant to the Share Purchase and the Merger Shares
      will
      not be registered under the Securities Act, or the securities laws of any state,
      and cannot be transferred, hypothecated, sold or otherwise disposed of until:
      (i) a registration statement with respect to such securities is declared
      effective under the Securities Act, or (ii) River Hawk receives an opinion
      of
      counsel for the Shareholders, reasonably satisfactory to counsel for River
      Hawk,
      stating that an exemption from the registration requirements of the Securities
      Act is available. 

    


    The
      certificates representing the Merger Shares which are being issued to the
      shareholders shall contain a legend substantially as follows:

    


    “THE
      SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR RIVER HAWK SHOW, INC.
      RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
      FOR RIVER HAWK SHOW, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF SUCH ACT IS AVAILABLE.” 

    


    SECTION
      1.08      EXCHANGE
      OF CERTIFICATES.

    


    (a) Surrender
      of Shares.
      Upon
      the Effective Time, Profile Services and Profile Aviation shall be required
      to
      surrender all the Profile Shares to the Exchange Agent, and each shall be
      entitled upon such surrender to receive, respectively, in exchange therefore
      certificates representing the pro rata number of Merger Shares, which shall
      be
      disclosed on Schedule
      1.08
      prior to
      the Closing and attached hereto, into which the Profile Shares theretofore
      represented by the stock transfer forms so surrendered shall have been exchanged
      pursuant to this Agreement. Until so surrendered, each outstanding certificate
      which, prior to the Effective Time, represented Profile Shares shall be deemed
      for all corporate purposes, subject to the further provisions of this Article
      I,
      to evidence the ownership of the number of whole Merger Shares for which such
      Profile Shares have been so exchanged. No dividend payable to holders of the
      Merger Shares of record as of any date subsequent to the Effective Time shall
      be
      paid to the owner of any certificate which, prior to the Effective Time,
      represented Profile Shares, until such certificate or certificates representing
      all the relevant Profile Shares, together with a stock transfer form, are
      surrendered as provided in this Article I or pursuant to letters of transmittal
      or other instructions with respect to lost certificates provided by the Exchange
      Agent.

    


    (b) Full
      Satisfaction of Rights.
      All
      Merger Shares for which the Profile Shares shall have been exchanged pursuant
      to
      this Article I shall be deemed to have been issued in full satisfaction of
      all
      rights pertaining to the Profile Shares.

    


    (c) Exchange
      of Certificates.
      All
      certificates representing Profile Shares converted into the right to receive
      Merger Shares pursuant to this Article I shall be furnished to River Hawk
      subsequent to delivery thereof to the Exchange Agent pursuant to this
      Agreement.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

         
      (d) Closing
      of Transfer Books.
      On the
      Effective Date, the stock transfer book of Profile Aviation and Profile Services
      shall be deemed to be closed and no transfer of Profile Shares shall thereafter
      be recorded thereon. 

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF RIVER HAWK

    


    River
      Hawk and where applicable, the PAC Merger Sub and the PS Merger Sub hereby
      jointly and severally represent and warrant to Profile Aviation and Profile
      Services, as of the date of this Agreement, as of the Closing Date and as of
      the
      Effective Time, as follows: 

    


    SECTION
      2.01      ORGANIZATION,
      STANDING AND POWER 

    


    River
      Hawk is a corporation duly incorporated, validly existing and in good standing
      under the laws of the State of Nevada, and has corporate power and authority
      to
      (i) conduct its business as presently conducted by it, (ii) to enter into and
      perform this Agreement, and (iii) to carry out the transactions contemplated
      by
      this Agreement. The PAC Merger Sub is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of North Carolina,
      and
      has corporate power and authority to enter into and perform this Agreement
      and
      to carry out the transactions contemplated by this Agreement. In addition,
      the
      PS Merger Sub is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has corporate power and
      authority to enter into and perform this Agreement and to carry out the
      transactions contemplated by this Agreement. 

    


    SECTION
      2.02  RELEVANT
      SUBSIDIARIES

    


    (a) PAC
      Merger Sub. River
      Hawk owns all of the outstanding capital stock of the PAC Merger Sub, a newly
      formed North Carolina corporation and prior to the date hereof and through
      the
      Effective Date, the PAC Merger Sub shall not conduct any operating business,
      become a party to any agreements, or incur any liabilities or obligations.
      

    


    (b) PS
      Merger Sub.  River
      Hawk owns all of the outstanding capital stock of the PS Merger Sub, a newly
      formed Delaware corporation and prior to the date hereof and through the
      Effective Date, the PS Merger Sub shall not conduct any operating business,
      become a party to any agreements, or incur any liabilities or obligations.
      

    


    SECTION
      2.03      CAPITALIZATION
      

     

    (a) There
      are
      two hundred and seventy-five million (275,000,000) shares of capital stock
      of
      River Hawk authorized, consisting of twenty-five million (25,000,000) shares
      of
      common stock, $0.001 par value per share (the “River
      Hawk Common Shares”)
      and
      two hundred and fifty million (250,000,000) shares of preferred stock, $0.001
      per share (“River
      Hawk Preferred Shares”).
      As of
      the date of this Agreement, there are one million eight hundred seventy-two
      hundred and three (1,870,203) River Hawk Common Shares issued and outstanding.
      It is acknowledged, that following the Closing Date, there will be approximately
      fifteen million (15,000,000) shares of common stock issued and outstanding.
      

    


    (b) It
      is
      acknowledged that as of the Closing Date, the individuals named in, which shall
      be disclosed on Schedule
      2.03
      and
      attached hereto prior to the Closing, collectively, will own of record and
      beneficially up to approximately thirteen million one hundred and forty-eight
      six hundred and twenty (13,148,620) of the issued and outstanding River Hawk
      Common Shares, constituting 87.6% of such shares. No River Hawk Common Shares
      or
      River Hawk Preferred Shares have been reserved for issuance to any Person,
      and
      there are no other outstanding rights, warrants, options or agreements for
      the
      purchase of River Hawk Common or Preferred Shares except as provided in this
      Agreement. 

    


    (c) All
      outstanding River Hawk Common Shares are validly issued, fully paid,
      non-assessable, not subject to pre-emptive rights and have been issued in
      compliance with all state and federal securities laws or other Applicable Law.
      The Merger Shares issuable to Profile Aviation and Profile Services pursuant
      to
      the Merger and the Share Purchase will, when issued pursuant to this Agreement,
      be duly and validly authorized and issued, fully paid and
      non-assessable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SECTION
      2.04  AUTHORITY
      FOR AGREEMENT 

    


    The
      execution, delivery, and performance of this Agreement by each of River Hawk,
      the PAC Merger Sub and the PS Merger Sub has been duly authorized by all
      necessary corporate and shareholder action, and this Agreement, upon its
      execution by the Parties, will constitute the valid and binding obligation
      of
      each of River Hawk, the PAC Merger Sub and the PS Merger Sub, enforceable
      against each of them in accordance with and subject to its terms, except as
      enforceability may be affected by bankruptcy, insolvency or other laws of
      general application affecting the enforcement of creditors' rights. The
      execution and consummation of the transactions contemplated by this Agreement
      and compliance with its provisions by River Hawk, the PAC Merger Sub and the
      PS
      Merger Sub will not violate any provision of Applicable Law and will not
      conflict with or result in any breach of any of the terms, conditions, or
      provisions of, or constitute a default under, River Hawk's Articles of
      Incorporation, the PAC Merger Sub’s Certificate of Incorporation, the PS Merger
      Sub’s Certificate of Incorporation or any of their respective Bylaws, in each
      case as amended, or, in any material respect, any indenture, lease, loan
      agreement or other agreement or instrument to which River Hawk is a party or
      by
      which it or any of its properties is bound, or any decree, judgment, order,
      statute, rule or regulation applicable to River Hawk, the PAC Merger Sub or
      the
      PS Merger Sub. 

    


    SECTION
      2.05  FINANCIAL
      CONDITION

     

    The
      Annual Report on Form 10-K filed by River Hawk for the year ended December
      31,
      2006 and the Quarterly Reports on Form 10-QSB filed by River Hawk for the period
      ended September 30, 2006, June 30, 2006 and March 31, 2006 (the “SEC
      Filings”)
      are
      true, correct and complete in all material respects, are not misleading and
      do
      not omit to state any material fact which is necessary to make the statements
      contained in such public filings not misleading in any material respect. The
      financial statements included in the SEC Filings (the “Financial
      Statements”)
      were
      prepared in accordance with generally accepted accounting principles and fairly
      reflect the financial condition of River Hawk as of the dates stated and the
      results of its operations for the periods presented.

    


    SECTION
      2.06  ABSENCE
      OF CERTAIN CHANGES OR EVENTS 

    


    Since
      December 31, 2006, except as reported in
      River
      Hawks 10-KSB for the period ended December 31, 2007 and any subsequent Quarterly
      Reports filed by River Hawk
      with the
      Securities and Exchange Commission (“SEC”)
      on
      Form
      10-QSB for the period ending on that date, and except as contemplated by this
      Agreement:

    


    (a) there
      has
      not been any Material Adverse Change in the business, operations, properties,
      assets, or condition of River Hawk; 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) River
      Hawk has not (i) amended its Articles of Incorporation, except to change its
      name from Viva International, Inc. to River Hawk Aviation, Inc. and to reduce
      its authorized common stock from one billion (1,000,000,000) to twenty-five
      million (25,000,000) shares; (ii) declared or made, or agreed to declare or
      make, any payment of dividends or distributions of any assets of any kind
      whatsoever to stockholders or purchased or redeemed, or agreed to purchase
      or
      redeem, any outstanding capital stock; (iii) made any material change in its
      method of management, operation, or accounting; (iv) entered into any material
      transaction, not otherwise disclosed on Schedule
      2.06
      and
      attached hereto prior to the Closing; or (v) made any accrual or arrangement
      for
      payment of bonuses or special compensation of any kind or any severance or
      termination pay to any present or former officer or employee; 

    


    (c) River
      Hawk has not (i) borrowed or agreed to borrow any funds or incurred, or become
      subject to, any material obligation or liability (absolute or contingent),
      except as otherwise disclosed on Schedule
      2.06
      to be
      attached hereto prior to the Closing and except liabilities incurred in the
      ordinary course of business; (ii) paid any material obligation or liability
      (absolute or contingent) other than current liabilities reflected in or shown
      on
      the most recent River Hawk balance sheet, and current liabilities incurred
      since
      that date in the ordinary course of business; (iii) sold or transferred, or
      agreed to sell or transfer, any material assets, properties, or rights, or
      canceled, or agreed to cancel, any material debts or claims; or (iv) made or
      permitted any material amendment or termination of any contract, agreement,
      or
      license to which it is a party. 

    


    SECTION
      2.07     GOVERNMENTAL
      AND THIRD PARTY CONSENTS

    


    No
      consent, waiver, approval, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other federal, state, county, local or other foreign governmental authority,
      instrumentality, agency or commission or any third party, including a party
      to
      any agreement with River Hawk, the PAC Merger Sub or the PS Merger Sub, is
      required by or with respect to River Hawk, the Operating Subsidiaries, the
      PAC
      Merger Sub or the PS Merger Sub in connection with the execution and delivery
      of
      this Agreement or the consummation of the transactions contemplated hereby,
      except for such consents, waivers, approvals, orders, authorizations,
      registrations, declarations and filings as may be required under (i) applicable
      securities laws, or (ii) the Nevada General Corporation Laws, Delaware
      General Corporation Laws, or North Carolina Business Corporation
      Act.

     

    
      SECTION
        2.08      LITIGATION

    

    


    There
      is
      no action, suit, investigation, audit or proceeding pending against, or to
      the
      Knowledge of River Hawk, threatened against or affecting, River Hawk, the PAC
      Merger Sub or the PS Merger Sub or any of their respective assets or properties
      before any court or arbitrator or any governmental body, agency or
      official.

     

    
      SECTION
        2.09      INTERESTED
        PARTY TRANSACTIONS

       

    

    Except
      as
      otherwise disclosed on Schedule
      2.09,
      which
      shall be attached hereto prior to the Closing, River Hawk is not indebted to
      any
      officer or director of River Hawk, and no such person is indebted to River
      Hawk.

    


    SECTION
      2.10  COMPLIANCE
      WITH APPLICABLE LAWS 

    


    To
      the
      Knowledge of River Hawk, the business of each of River Hawk, the Operating
      Subsidiaries, the PAC Merger Sub and the PS Merger Sub has not been, and is
      not
      being, conducted in violation of any Applicable Law. 

     

    
      SECTION
        2.11    TAX
        RETURNS AND PAYMENT

    

     

    Except
      as
      disclosed in the Financial Statements filed by River Hawk with the SEC, there
      is
      no material claim for Taxes that is a Lien against the property of River Hawk
      other than Liens for Taxes not yet due and payable, none of which is material.
      River Hawk has not received written notification of any audit of any Tax Return
      of River Hawk being conducted or pending by a Tax authority where an adverse
      determination could have a Material Adverse Effect on River Hawk, no extension
      or waiver of the statute of limitations on the assessment of any Taxes has
      been
      granted by River Hawk which is currently in effect, and River Hawk is not a
      party to any agreement, contract or arrangement with any Tax authority or
      otherwise, which may result in the payment of any material amount in excess
      of
      the amount reflected on the above referenced River Hawk Financial
      Statements.

    (i)  

     

    (ii)  SECTION
      2.12SECURITY
      LISTING

    


    River
      Hawk is a fully compliant reporting company under the Securities Exchange Act
      of
      1934, as amended (the “Exchange
      Act”),
      and
      all River Hawk public filings required under the Exchange Act have been made.
      The common stock of River Hawk is listed for quotation on the Over The Counter
      Bulletin Board (the “OTCBB”).
      To
      the Knowledge of River Hawk, River Hawk has not been threatened or is not
      subject to removal of its common stock from the OTCBB. 

    


    (iii)  SECTION
      2.13FINDERS’
      FEES 

    


    River
      Hawk has not incurred, nor will it incur, directly or indirectly, any liability
      for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees
      or any similar charges in connection with this Agreement or any transaction
      contemplated hereby. 

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PROFILE AVIATION AND PROFILE SERVICES

    


    Profile
      Aviation and Profile Services hereby represents and warrants to River Hawk,
      the
      PAC Merger Sub, and the PS Merger Sub as of the date of this Agreement and
      as of
      the Effective Time (except as otherwise indicated), as follows: 

    


    SECTION
      3.01  ORGANIZATION,
      STANDING AND POWER 

    


    (a) Profile
      Aviation. Profile
      Aviation is a privately held corporation duly incorporated, validly existing
      and
      in good standing under the laws of the State of North Carolina and has full
      corporate power and authority to conduct its business as presently conducted
      by
      it and to enter into and perform this Agreement and to carry out the
      transactions contemplated by this Agreement. Profile Aviation is duly qualified
      to do business as a foreign corporation in each state in which the nature of
      the
      business conducted by it or the character or location of the properties and
      assets owned or leased by it make such qualification necessary. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) Profile
      Services. Profile
      Services is a privately held corporation duly incorporated, validly existing
      and
      in good standing under the laws of the State of Delaware, and has full corporate
      power and authority to conduct its business as presently conducted by it and
      to
      enter into and perform this Agreement and to carry out the transactions
      contemplated by this Agreement. Profile Services is duly qualified to do
      business as a foreign corporation in each state in which the nature of the
      business conducted by it or the character or location of the properties and
      assets owned or leased by it make such qualification necessary. 

     

    SECTION
      3.02  CAPITALIZATION
      

    


    (a) Profile
      Aviation. There
      are
      ________ shares of Profile Aviation capital stock authorized, consisting of
      _______ shares of common stock with $.____ par value (the “Profile
      Aviation Common Shares”).
      As of
      the date of this Agreement, there were ______ issued and outstanding Profile
      Aviation Common Shares. No Profile Aviation Common Shares have been reserved
      for
      issuance to any Person, and there are no outstanding rights, warrants, options
      or agreements for the purchase of Profile Aviation Common Shares. No Person
      is
      entitled to any rights with respect to the conversion, exchange or delivery
      of
      the Profile Aviation Common Shares. The Profile Aviation Common Shares have
      been
      issued in compliance with Applicable Law. 

    


    (b) Profile
      Services. There
      are
      ________ shares of Profile Services capital stock authorized, consisting of
      _______ shares of common stock with $.____ par value (the “Profile
      Services Common Shares”).
      As of
      the date of this Agreement, there were ____________ issued and outstanding
      Profile Services Common Shares. No Profile Services Common Shares have been
      reserved for issuance to any Person, and there are no outstanding rights,
      warrants, options or agreements for the purchase of Profile Services Common
      Shares. No Person is entitled to any rights with respect to the conversion,
      exchange or delivery of the Profile Services Common Shares. The Profile Services
      Common Shares have been issued in compliance with Applicable Law. 

    


    SECTION
      3.03  AUTHORITY
      FOR AGREEMENT 

    


    The
      execution, delivery and performance of this Agreement by Profile Aviation and
      Profile Services has been duly authorized by all necessary corporate action,
      and
      this Agreement constitutes the valid and binding obligation of Profile Aviation
      and Profile Services, enforceable against Profile Aviation and Profile Services,
      in accordance with its terms, except as enforceability may be affected by
      bankruptcy, insolvency or other laws of general application affecting the
      enforcement of creditors' rights. The execution and consummation of the
      transactions contemplated by this Agreement and compliance with its provisions
      by Profile Aviation and Profile Services will not violate any provision of
      Applicable Law and will not conflict with or result in any breach of any of
      the
      terms, conditions, or provisions of, or constitute a default under, Profile
      Aviation’s Certificate of Incorporation or Bylaws and Profile Services’
Certificate of Incorporation or Bylaws, in each case as amended, or, to the
      Knowledge of Profile Aviation and Profile Services, in any material respect,
      any
      indenture, lease, loan agreement or other agreement instrument to which Profile
      Aviation and Profile Services is a party or by which it or any of them or any
      of
      its or their properties are bound, or any decree, judgment, order, statute,
      rule
      or regulation applicable to Profile Aviation and Profile Services. 

    


    SECTION
      3.04  GOVERNMENTAL
      OR THIRD PARTY CONSENT

    


    No
      consent, waiver, approval, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other federal, state, county, local or other foreign governmental authority,
      instrumentality, agency or commission or any third party, including a party
      to
      any agreement with Profile Aviation or Profile Services, is required by or
      with
      respect to Profile Aviation or Profile Services in connection with the execution
      and delivery of this Agreement or the consummation of the transactions
      contemplated hereby, except for such consents, waivers, approvals, orders,
      authorizations, registrations, declarations and filings as may be required
      under
      (i) applicable securities laws, or (ii) the Nevada General Corporation Law,
      Delaware General Corporation Law, or North Carolina Business Corporation
      Act.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SECTION
        3.05    LITIGATION


    

    There
      is
      no action, suit, investigation, audit or proceeding pending against or, to
      the
      Knowledge of Profile Aviation and Profile Services, threatened, against or
      affecting Profile Aviation or Profile Services or any of its material assets
      or
      properties before any court or arbitrator or any governmental body, agency
      or
      official.

    


    SECTION
      3.06     COMPLIANCE
      WITH
      APPLICABLE LAWS 

    


    To
      the
      Knowledge of Profile Aviation and Profile Services, the business of Profile
      Aviation and Profile Services has not been, and is not being, conducted in
      violation of any Applicable Law, except for possible violations which
      individually or in the aggregate have not had and are not reasonably likely
      to
      have a Material Adverse Effect on Profile Aviation and Profile Services.


    


    SECTION
      3.07     TAX
      RETURNS AND PAYMENT

    


    Profile
      Aviation and Profile Services has duly and timely filed all material Tax Returns
      required to be filed by them and has duly and timely paid all Taxes shown
      thereon to be due. To the Knowledge of Profile Aviation and Profile Services,
      there is no material claim for Taxes that is a Lien against the property of
      Profile Aviation and Profile Services other than Liens for Taxes not yet due
      and
      payable, none of which is material. Profile Aviation and Profile Services has
      not received written notification of any audit of any Tax Return of Profile
      Aviation or Profile Services being conducted or pending by a Tax authority
      where
      an adverse determination could have a Material Adverse Effect on Profile
      Aviation and Profile Services, no extension or waiver of the statute of
      limitations on the assessment of any Taxes has been granted by Profile Aviation
      or Profile Services which is currently in effect, and Profile Services nor
      is
      Profile Aviation a party to any agreement, contract or arrangement with any
      Tax
      authority or otherwise, which may result in the payment of any material amount
      in excess of the amount reflected on the above referenced Profile Aviation
      and
      Profile Services’ financial statements.

    


    (iv)  SECTION
      3.08FINDERS’
      FEES

     

    Profile
      Aviation and Profile Services has not incurred, nor will it incur, directly
      or
      indirectly, any liability for brokers’ or finders’ fees or agents’ commissions
      or investment bankers’ fees or any similar charges in connection with this
      Agreement or any transaction contemplated hereby. 

     

    ARTICLE
      IV

    CERTAIN
      COVENANTS AND AGREEMENTS

     

    
      SECTION
        4.01    COVENANTS
        OF PROFILE AVIATION AND PROFILE SERVICES

       

    

    Profile
      Aviation and Profile Services covenants and agrees that, during the period
      from
      the date of this Agreement until the Closing Date, Profile Aviation and Profile
      Services shall, except as otherwise disclosed in this Agreement and other than
      as contemplated by this Agreement or for the purposes of effecting the Closing
      pursuant to this Agreement, conduct its business as presently operated and
      solely in the ordinary course, and consistent with such operation, and, in
      connection therewith, without the written consent of River Hawk:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	(a)  	
              shall
                not amend their Certificate of Incorporation or
                Bylaws;

            


    

    


    
      	(b)  	
              shall
                not pay or agree to pay to any employee, officer or director compensation
                that is in excess of the current compensation level of such employee,
                officer or director other than salary increases or payments made
                in the
                ordinary course of business or as otherwise provided in any contracts
                or
                agreements with any such employees;

            


    

    


    
      	(c)  	
              shall
                not merge or consolidate with any other entity or acquire or agree
                to
                acquire any other entity; 

            


    

    


    
      	(d)  	
              shall
                not sell, transfer, or otherwise dispose of any material assets required
                for the operations of Profile Aviation or Profile Services’ business,
                except in the ordinary course of business consistent with past
                practices;

            


    

    


    
      	(e)  	
              shall
                not declare or pay any dividends on or make any distribution of any
                kind
                with respect to the Profile Shares;
                and

            


    

    


    
      	(f)  	
              shall
                use commercially reasonable efforts to comply with and not be in
                default
                or violation under any known law, regulation, decree or order applicable
                to Profile Aviation and Profile Services’ business, operations or assets
                where such violation would have a Material Adverse Effect on Profile
                Aviation or Profile Services.

            


    

    


    SECTION
      4.02  COVENANTS
      OF RIVER HAWK 

    


    River
      Hawk covenants and agrees that, during the period from the date of this
      Agreement until the Closing Date, River Hawk shall not, other than as
      contemplated by this Agreement or for the purposes of effecting the Closing
      pursuant to this Agreement, conduct its business as presently operated and
      solely in the ordinary course, and consistent with such operation, and, in
      connection therewith, without the prior written consent of Profile Aviation
      and
      Profile Services, which shall be disclosed on Schedule
      4.02
      prior to
      the Closing:

    


    
      	(a)  	
              shall
                not amend its Articles of Incorporation or
                Bylaws;

            


    

    


    
      	(b)  	
              shall
                not pay or agree to pay to any employee, officer or director compensation
                of any kind or amount; 

            


    

    


    
      	(c)  	
              shall
                not merge or consolidate with any other entity or acquire or agree
                to
                acquire any other entity; 

            


    

    


    
      	(d)  	
              shall
                not create, incur, assume, or guarantee any material indebtedness
                for
                money borrowed except in the ordinary course of business, or create
                or
                suffer to exist any mortgage, Lien or other encumbrance on any of
                its
                material assets;

            


    

    


    
      	(e)  	
              shall
                not make any material capital expenditure or series of capital
                expenditures except in the ordinary course of
                business;

            


    

    


    
      	(f)  	
              shall
                not declare or pay any dividends on or make any distribution of any
                kind
                with respect to River Hawk; 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	(g)  	
              shall
                not issue any additional shares of River Hawk capital stock or take
                any
                action affecting the capitalization of River Hawk or the River Hawk
                Common
                or Preferred Shares; and

            


    

     

    
      	(h)  	
              shall
                not grant any severance or termination pay to any director, officer
                or any
                other employees of River Hawk.

            


    

    


    SECTION
      4.03  COVENANTS
      OF THE PARTIES

    


    (a) Announcement.
      Neither
      Profile Aviation nor Profile Services, on the one hand, nor River Hawk on the
      other hand, shall issue any press release or otherwise make any public statement
      with respect to this Agreement or the transactions contemplated hereby without
      the prior consent of the other Party (which consent shall not be unreasonably
      withheld), except as may be required by applicable law or securities regulation.
      Upon execution of this Agreement, River Hawk shall issue a press release, which
      shall be approved by Profile Aviation and Profile Services, and file a Current
      Report on Form 8-K reporting the execution of this Agreement.

    


    (b) Notification
      of Certain Matters.
      Profile
      Aviation and Profile Services shall give prompt written notice to River Hawk,
      and River Hawk shall give prompt written notice to Profile Aviation and Profile
      Services, of: 

    


    (i) The
      occurrence or nonoccurrence of any event the occurrence or nonoccurrence of
      which would be reasonably likely to cause any representation or warranty
      contained in this Agreement to be untrue or inaccurate in any material respect
      at or prior to the Effective Time; and 

    


    (ii) Any
      material failure of Profile Aviation or Profile Services on the one hand, or
      River Hawk, on the other hand, to comply with or satisfy any covenant, condition
      or agreement to be complied with or satisfied by it hereunder. 

    


    (c) Reasonable
      Best Efforts.
      Before
      Closing, upon the terms and subject to the conditions of this Agreement, the
      Parties agree to use their respective reasonable best efforts to take, or cause
      to be taken, all actions, and to do, or cause to be done, all things necessary,
      proper or advisable (subject to Applicable Law) to consummate and make effective
      the Merger and other transactions contemplated by this Agreement as promptly
      as
      practicable including, but not limited to: 

    


    (i) The
      preparation and filing of all forms, registrations and notices required to
      be
      filed to consummate the Share Purchase and the Merger, including without
      limitation, any approvals, consents, orders, exemptions or waivers by any third
      party or governmental entity; and

    (ii) The
      satisfaction of the Party's conditions precedent to Closing. 

    


    (d) Access
      to Information 

    


    (i) Inspection
      by Profile Aviation and Profile Services.
      River
      Hawk will make available for inspection by Profile Aviation and Profile
      Services, during normal business hours and in a manner so as not to interfere
      with normal business operations, all of River Hawk’s records (including tax
      records), books of account, premises, contracts and all other documents in
      River
      Hawk’s possession or control that are reasonably requested by Profile Aviation
      and Profile Services to inspect and examine the business and affairs of River
      Hawk. River Hawk will cause its managerial employees and regular independent
      accountants to be available upon reasonable advance notice to answer questions
      of Profile Aviation concerning the business and affairs of River Hawk. Profile
      Aviation and Profile Services will treat and hold as confidential any
      information it receives from River Hawk in the course of the reviews
      contemplated by this Section 4.03(d). No examination by Profile Aviation or
      Profile Services will, however, constitute a waiver or relinquishment by Profile
      Aviation or Profile Services of its rights to rely on River Hawk’s or the River
      Hawk Shareholders’ covenants, representations and warranties made herein or
      pursuant hereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (ii) Inspection
      by River Hawk.
      Profile
      Aviation and Profile Services will, if requested, make available for inspection
      by River Hawk, during normal business hours and in a manner so as not to
      interfere with normal business operations, all of the records of Profile
      Aviation and Profile Services (including tax records), books of account,
      premises, contracts and all other documents in their possession or control
      that
      are reasonably requested by River Hawk to inspect and examine the business
      and
      affairs of Profile Aviation and Profile Services. Profile Aviation and Profile
      Services will cause its managerial employees and regular independent accountants
      to be available upon reasonable advance notice to answer questions of River
      Hawk
      concerning the business and affairs of Profile Aviation and Profile Services.
      River Hawk will treat and hold as confidential any information it receives
      from
      Profile Aviation or Profile Services in the course of the reviews contemplated
      by this Section 4.03(e). No examination by River Hawk will, however, constitute
      a waiver or relinquishment by River Hawk of its rights to rely on Profile
      Aviation and Profile Services’ covenants, representations and warranties made
      herein or pursuant hereto.

    


     ARTICLE
      V

    CONDITIONS
      PRECEDENT

    


    SECTION
      5.01  CONDITIONS
      PRECEDENT TO THE PARTIES' OBLIGATIONS 

    


    The
      obligations of the Parties as provided herein shall be subject to each of the
      following conditions precedent, unless waived in writing by River Hawk, Profile
      Aviation and Profile Services: 

    


    (a) Consents,
      Approvals.
      The
      Parties shall have obtained all necessary consents and approvals of their
      respective boards of directors, and all consents, approvals and authorizations
      required under their respective charter documents, and all material consents,
      including any material consents and waivers by the Parties’ respective lenders
      and other third parties, if necessary, to the consummation of the transactions
      contemplated by this Agreement. 

    


    (b) Shareholder
      Approval.
      This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      the shareholders of Profile Aviation and Profile Services in accordance with
      the
      applicable provisions of the Nevada Revised Statutes, General Statutes of North
      Carolina and Delaware Code and their respective corporate bylaws.

    


    (c) Absence
      of Certain Litigation.
      No
      action or proceeding shall be threatened or pending before any governmental
      entity or authority which, in the reasonable opinion of counsel for the Parties,
      is likely to result in a restraint, prohibition or the obtaining of damages
      or
      other relief in connection with this Agreement or the consummation of the
      transactions contemplated hereby. 

    


    (d) Merger
      Subsidiary Formation.
      River
      Hawk shall have formed PAC Merger Sub and PS Merger Sub as its wholly owned
      subsidiaries prior to the Closing Date. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SECTION
        5.02    CONDITIONS
        PRECEDENT TO THE OBLIGATIONS OF  RIVER HAWK 

       

    

    The
      obligations of River Hawk on the Closing Date as provided herein shall be
      subject to the satisfaction, on or prior to the Closing Date, of the following
      conditions precedent, unless waived in writing by River Hawk: 

    


    (a) Consents
      and Approvals.
      Profile
      Aviation and Profile Services shall have obtained all material consents,
      including any material consents and waivers by Profile Aviation and Profile
      Services' lenders and other third parties, if necessary, to the consummation
      of
      the transactions contemplated by this Agreement. 

    


    (b)
       Representations
      and Warranties.
      The
      representations and warranties by Profile Aviation and Profile Services in
      Article III herein shall be true and accurate in all material respects on and
      as
      of the Closing Date with the same force and effect as though such
      representations and warranties had been made at and as of the Closing Date,
      except to the extent that any changes therein are specifically contemplated
      by
      this Agreement. 

    


    (c) Performance.
      Profile
      Aviation and Profile Services shall have performed and complied in all material
      respects with all agreements to be performed or complied with by it pursuant
      to
      this Agreement at or prior to the Closing.

    


    (d) Proceedings
      and Documents.
      All
      corporate, company and other proceedings in connection with the transactions
      contemplated by this Agreement and all documents and instruments incident to
      such transactions shall be reasonably satisfactory in substance and form to
      River Hawk and its counsel, and River Hawk and its counsel shall have received
      all such counterpart originals (or certified or other copies) of such documents
      as they may reasonably request. 

    


    (e) Certificate
      of Good Standing.
      Profile
      Aviation shall have delivered to River Hawk a certificate as to the good
      standing of Profile Aviation certified by the Secretary of State of North
      Carolina on or within fourteen (14) days prior to the Closing Date.
      Additionally, Profile Services shall have delivered to River Hawk a certificate
      as to the good standing of Profile Aviation certified by the Secretary of State
      of North Carolina on or within fourteen (14) days prior to the Closing Date.
      

    


    (f) Material
      Changes.
      Except
      as contemplated by this Agreement, since the date hereof, Profile Aviation
      and
      Profile Services shall not have suffered a Material Adverse Effect, and, without
      limiting the generality of the foregoing, there shall be no pending litigation
      to which Profile Aviation and Profile Services is a party which is reasonably
      likely to have a Material Adverse Effect on Profile Aviation or Profile
      Services.

    


    (g) Due
      Diligence.
      River
      Hawk shall have completed to its own satisfaction due diligence in relation
      to
      Profile Aviation and Profile Services, except that this shall cease to be a
      condition precedent unless on or prior to March 29, 2007 River Hawk shall have
      delivered a written notice stating that it is not satisfied with the results
      of
      its due diligence.

    


    (h) SEC
      Filing.
      No less
      than one (1) week prior to the Closing, Profile Aviation and Profile Services
      shall have delivered to River Hawk the financial statements, report of Profile
      Aviation and Profile Services’ independent registered public accountant, and
      other information required for inclusion in the Current Report that River Hawk
      will file with the SEC within four (4) business days after the
      Closing.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.03      CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF  PROFILE
      AVIATION AND PROFILE SERVICES

    


    The
      obligations of Profile Aviation and Profile Services on the Closing Date as
      provided herein shall be subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions precedent, unless waived in writing by Profile
      Aviation and Profile Services: 

    


    (a)  Consents
      And Approvals.
      River
      Hawk, the PAC Merger Sub and the PS Merger Sub shall have obtained all material
      consents, including any material consents and waivers of its respective lenders
      and other third parties, if necessary, to the consummation of the transactions
      contemplated by this Agreement. 

    


    (b)  Representations
      And Warranties.
      The
      representations and warranties by River Hawk, the PAC Merger Sub and the PS
      Merger Sub in Article II herein shall be true and accurate in all material
      respects on and as of the Closing Date with the same force and effect as though
      such representations and warranties had been made at and as of the Closing
      Date,
      except to the extent that any changes therein are specifically contemplated
      by
      this Agreement. 

    


    (c)  Performance.
      River
      Hawk, the PAC Merger Sub and the PS Merger Sub shall have performed and complied
      in all material respects with all agreements to be performed or complied with
      by
      it pursuant to this Agreement prior to or at the Closing. 

    


    (d)  Proceedings
      And Documents.
      All
      corporate, company and other proceedings in connection with the transactions
      contemplated by this Agreement and all documents and instruments incident to
      such transactions shall be reasonably satisfactory in substance and form to
      Profile Aviation and Profile Services and its counsel, and Profile Aviation
      and
      Profile Services and its counsel shall have received all such counterpart
      originals (or certified or other copies) of such documents as they may
      reasonably request. 

    


    (e)  Certificates
      of Good Standing.
      River
      Hawk shall have delivered to Profile Aviation and Profile Services a certificate
      as to its good standing in the State of Nevada, and the PAC Merger Sub and
      the
      PS Merger Sub shall have delivered to Profile Aviation and Profile Services
      a
      certificate as to their good standing in their respective states of
      incorporation, in each case certified by the Secretary of State not more than
      fourteen (14) business days prior to the Closing Date. 

    


    (f)  Material
      Changes.
      Except
      as contemplated by this Agreement, since the date hereof, neither River Hawk,
      the PAC Merger Sub nor the PS Merger Sub shall have suffered a Material Adverse
      Effect and, without limiting the generality of the foregoing, there shall be
      no
      pending litigation to which River Hawk, PAC Merger Sub or the PS Merger Sub
      is a
      party which is reasonably likely to have a Material Adverse Effect on the
      Parties.

    


    (g)  Due
      Diligence.Profile
      Aviation and Profile Services shall have completed to its own satisfaction
      due
      diligence in relation to River Hawk, except that this shall cease to be a
      condition precedent unless on or prior to September 15, 2007 Profile Aviation
      and Profile Services shall have delivered a written notice stating that it
      is
      not satisfied with the results of its due diligence;

    


    (h)  Status
      of River Hawk.
      As at
      the Effective Time of the Merger, River Hawk (i) shall be a fully compliant
      reporting public company under the Exchange Act, and shall be current in all
      of
      its reports required to be filed under the Exchange Act and, (ii) shall not
      have
      been threatened or subject to delisting from the OTCBB. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (i)  River
      Hawk Principal Shareholders’ Holdings.
      On the
      date of Closing, the individuals listed, which shall be disclosed on
Schedule
      2.03
      prior to
      the Closing, shall own up to approximately 87.6% of River Hawk Common
      Shares.

    


    (j)  River
      Hawk Board of Directors.
      At the
      Effective Time of the Merger the officers and members of the board of directors
      of River Hawk shall consist of the persons designated, which shall be disclosed
      on Schedule
      5.03
      prior to
      the Closing. 

    


    (k)  Employment
      Agreement.
      River
      Hawk shall enter into a three (3) year employment agreement with Caroll G.
      Smith
      (the “Employment
      Agreement”),
      the
      terms of which will be determined prior to the Closing Date and attached hereto
      in the form of the Employment Agreement in Schedule
      5.02.

    


    (l) Information
      Statement.
      No less
      than ten (10) days prior to the Closing, to the extent required under the
      Securities Act of 1933 or the Exchange Act of 1934, River Hawk shall have filed
      with the SEC and mailed to its shareholders of record an information statement
      containing the information required by SEC Rule 14f-1, which shall be provided
      by Profile Aviation and Profile Services.

    


    ARTICLE
      VI

    TERMINATION

    


    SECTION
      6.01  TERMINATION
      

     

    This
      Agreement may be terminated and the Merger may be abandoned at any time prior
      to
      the Effective Time by: 

    


    (a) The
      mutual written consent of the Boards of Directors of River Hawk, Profile
      Aviation and Profile Services; 

    


    (b) Either
      River Hawk, on the one hand, or Profile Aviation and Profile Services, on the
      other hand, if any governmental entity or court of competent jurisdiction shall
      have issued an order, decree or ruling or taken any other action (which order,
      decree, ruling or other action the Parties shall use their commercially
      reasonable best efforts to lift), which restrains, enjoins or otherwise
      prohibits the Share Purchase or the Merger or the issuance of the Merger Shares
      as contemplated herein and such order, decree, ruling or other action shall
      have
      become final and non-appealable; 

     

    (c) River
      Hawk, if Profile Aviation and Profile Services shall have breached in any
      material respect any of its or his representations, warranties, covenants or
      other agreements contained in this Agreement, and the breach cannot be or has
      not been cured within thirty (30) calendar days after the giving of written
      notice by River Hawk to Profile Aviation and Profile Services, or by River
      Hawk,
      if it is not satisfied with the results of its due diligence investigation
      and
      it so notifies Profile Aviation and Profile Services on or before September
      15,
      2007; 

    


    (d) Profile
      Aviation and Profile Services, if River Hawk shall have breached in any material
      respect any of its representations, warranties, covenants or other agreements
      contained in this Agreement, and the breach cannot be or has not been cured
      within thirty (30) calendar days after the giving of written notice by Profile
      Aviation and Profile Services to River Hawk, or by Profile Aviation and Profile
      Services if it is not satisfied with the results of its due diligence
      investigation and it so notifies River Hawk on or before September 15, 2007;
      or


    


    (e) Without
      any action on the part of the Parties if required by Applicable Law or if the
      Closing shall not be consummated by September 30, 2007, unless extended by
      written agreement of River Hawk and Profile Aviation and Profile Services.
      

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.02  EFFECT
      OF TERMINATION 

    


    If
      this
      Agreement is terminated as provided in Section 6.01, written notice of such
      termination shall be given by the terminating Party to the other Party
      specifying the provision of this Agreement pursuant to which such termination
      is
      made, this Agreement shall become null and void and there shall be no liability
      on the part of River Hawk, Profile Aviation or Profile Services, provided,
      however, that (a) the provisions of Article VII hereof shall survive the
      termination of this Agreement, (b) nothing in this Agreement shall relieve
      any
      Party from any liability or obligation with respect to any willful breach of
      this Agreement and (c) termination shall not affect accrued rights or
      liabilities of any party at the time of such termination. 

    


    


    ARTICLE
      VII

    CONFIDENTIALITY

    


    SECTION
      7.01  CONFIDENTIALITY

    


    River
      Hawk, on the one hand, and Profile Aviation and Profile Services, on the other
      hand, will keep confidential all information and documents obtained from the
      other, including but not limited to any information or documents provided
      pursuant to Section 4.03(e) hereof (except for any information disclosed to
      the
      public pursuant to a press release authorized by the Parties); and in the event
      the Closing does not occur or this Agreement is terminated for any reason,
      will
      promptly return such documents and all copies of such documents and all notes
      and other evidence thereof, including material stored on a computer, and will
      not use such information for its own advantage, except to the extent that (i)
      the information must be disclosed by law, (ii) the information becomes publicly
      available by reason other than disclosure by the Party subject to the
      confidentiality obligation, (iii) the information is independently developed
      without use of or reference to the other Party’s confidential information, (iv)
      the information is obtained from another source not obligated to keep such
      information confidential, or (v) the information is already publicly known
      or
      known to the receiving Party when disclosed as demonstrated by written
      documentation in the possession of such Party at such time. 

    


    ARTICLE
      VIII

    INDEMNIFICATION

    


    SECTION
      8.01  INDEMNIFICATION
      BY RIVER HAWK 

     

    River
      Hawk shall indemnify, defend and hold harmless each of Profile Aviation and
      Profile Services, any subsidiary or affiliate thereof and each person who is
      now, or has been at any time prior to the date hereof or who becomes prior
      to
      the Closing, a shareholder, officer, director or partner of Profile Aviation
      and
      Profile Services, any subsidiary or affiliate thereof or an employee of Profile
      Aviation and Profile Services, any subsidiary or affiliate thereof and their
      respective heirs, legal representatives, successors and assigns (the
“Profile
      Aviation and Profile Services Indemnified Parties”)
      against all losses, claims, damages, costs, expenses (including reasonable
      attorneys’ fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual third party claim,
      action, suit, proceeding or investigation based in whole or in part on or
      arising in whole or in part out of (i) any material breach of this Agreement
      by
      River Hawk or any subsidiary or affiliate thereof, including but not limited
      to
      failure of any representation or warranty to be true and correct at or before
      the Closing, or (ii) any willful or grossly negligent act, omission or conduct
      of any officer, director or agent of River Hawk or any subsidiary or affiliate
      thereof prior to the Closing, whether asserted or claimed prior to, at or after,
      the Closing. Any Profile Aviation and Profile Services Indemnified Party wishing
      to claim indemnification under this Section 8.01, upon learning of any such
      claim, action, suit, proceeding or investigation, shall notify River Hawk in
      writing, but the failure to so notify shall not relieve River Hawk from any
      liability that it may have under this Section 8.01, except to the extent that
      such failure would materially prejudice River Hawk.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SECTION
      8.02  INDEMNIFICATION
      BY PROFILE AVIATION AND PROFILE SERVICES

    


    Profile
      Aviation and Profile Services shall indemnify, defend and hold harmless each
      of
      River Hawk, any subsidiary or affiliate thereof and each person who is now,
      or
      has been at any time prior to the date hereof or who becomes prior to the
      Closing, a shareholder, officer, director or partner of River Hawk, any
      subsidiary or affiliate thereof or an employee of River Hawk, any subsidiary
      or
      affiliate thereof and their respective heirs, legal representatives, successors
      and assigns (the “River
      Hawk Indemnified Party”
      collectively, the “River
      Hawk Indemnified Parties”)
      against all losses, claims, damages, costs, expenses (including reasonable
      attorneys’ fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual third party claim,
      action, suit, proceeding or investigation based in whole or in part on or
      arising in whole or in part out of (i) any material breach of this Agreement
      by
      Profile Aviation and Profile Services, or any subsidiary or affiliate thereof,
      including but not limited to failure of any representation or warranty to be
      true and correct at or before the Closing, or (ii) any willful or negligent
      act,
      omission or conduct of any officer, director or agent of Profile Aviation and
      Profile Services or any subsidiary or affiliate thereof prior to the Closing,
      whether asserted or claimed prior to, at or after, the Closing. Any River Hawk
      Indemnified Party wishing to claim indemnification under this Section 8.02,
      upon
      learning of any such claim, action, suit, proceeding or investigation, shall
      notify Profile Aviation and Profile Services in writing, but the failure to
      so
      notify shall not relieve Profile Aviation and Profile Services from any
      liability that it may have under this Section 8.02, except to the extent that
      such failure would materially prejudice Profile Aviation or Profile
      Services.

    


    SECTION
      8.03  INDEMNIFICATION
      OF EXCHANGE AGENT

    


    The
      Parties (for the purposes of this Section 8.03, the “Indemnitors”)
      agree
      to indemnify the Exchange Agent and his employees and agents (collectively,
      the
“Indemnitees”)
      against, and hold them harmless of and from, any and all loss, liability, cost,
      damage and expense, including without limitation, reasonable counsel fees,
      which
      the Indemnitees, or any of them, may suffer or incur by reason of any action,
      claim or proceeding brought against the Indemnitees, or any one of them, arising
      out of or relating in any way to the Exchange Agent’s service in such capacity,
      unless such action, claim or proceeding is the result of the willful misconduct
      or gross negligence of any of the Indemnitees.

    


    ARTICLE
      IX

    MISCELLANEOUS

    


    SECTION
      9.01  EXPENSES
      

    


    Except
      as
      contemplated by this Agreement, all costs and expenses incurred in connection
      with this Agreement and the consummation of the transactions contemplated by
      this Agreement shall be paid by the Party incurring such expenses. 

    


    SECTION
      9.02  GOVERNING
      LAW 

    


    Except
      to
      the extent that the law of the State of Delaware or that of North Carolina
      is
      mandatorily applicable to the Merger, this Agreement shall be governed by the
      laws of the State of Nevada, without giving effect to the principles of
      conflicts of laws thereof, as applied to agreements entered into and to be
      performed in such state. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.03  NOTICES
      

    


    All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed to have been duly given or made as follows: 

    


    (a) If
      sent
      by reputable overnight air courier (such as Federal Express), two (2) business
      days after being sent; 

    


    (b) If
      sent
      by facsimile transmission, with a copy mailed on the same day in the manner
      provided in clause (a) above, when transmitted and receipt is confirmed by
      the
      fax machine; or

    
       

           
(c)If
        otherwise actually personally delivered, when delivered.


    

         

    All
      notices and other communications under this Agreement shall be sent or delivered
      as follows: 

    


    If
      to
      Profile Aviation and Profile Services, to: 

    


    Caroll
      G.
      Smith

    Profile
      Aviation Center, Inc.

    3103
      9th
      Ave.
      Drive

    Hickory,
      NC 28601

    


    with
      a
      copy to (which shall not constitute notice):

     

    ____________________________

    ____________________________

    ____________________________

    ____________________________

    


    If
      to
      River Hawk and/or the Shareholders, to: 

     

    Calvin
      Humphrey

    River
      Hawk Aviation, Inc.

    955
      E.
      Commerce Drive, Suite #3

    Traverse
      City, MI 49686

     

    with
      a
      copy to (which shall not constitute notice):

    


    David
      M.
      Otto

    The
      Otto
      Law Group, PLLC

    601
      Union
      St., Suite 4500

    Seattle,
      WA 98101

            Telephone:
      206-262-9545 Ext. 215

    Facsimile:
      206-262-9513

    


    Each
      Party may change its address by written notice in accordance with this Section.
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SECTION
      9.04  
      ENTIRE AGREEMENT 

    


    This
      Agreement (including the documents and instruments referred to in this
      Agreement) contains the entire understanding of the Parties with respect to
      the
      subject matter contained in this Agreement, and supersedes and cancels all
      prior
      agreements, negotiations, correspondence, undertakings and communications of
      the
      Parties, oral or written, respecting such subject matter. 

    


    SECTION
      9.05  ASSIGNMENT
      

    


    Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned by any of the Parties (whether by operation of
      law
      or otherwise) without the prior written consent of the other Parties;
provided
      that in
      no event may the right to indemnification provided by Article VIII hereto be
      assigned by any of the Parties, with or without consent, except by operation
      of
      law. Subject to the immediately foregoing sentence of this Section 9.05, this
      Agreement will be binding upon, inure to the benefit of and be enforceable
      by,
      the Parties and their respective successors, assigns, heirs and
      representatives.

    


    SECTION
      9.06  COUNTERPARTS
      

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which shall be considered one and the same
      agreement. 

    


    SECTION
      9.07  NO
      THIRD PARTY BENEFICIARIES 

    


    Except
      as
      expressly provided by this Agreement, nothing herein is intended to confer
      upon
      any person or entity not a Party to this Agreement any rights or remedies under
      or by reason of this Agreement. 

    


    SECTION
      9.08  RULES
      OF CONSTRUCTION 

    


    The
      Parties agree that they have been represented by counsel during the negotiation
      and execution of this Agreement and, therefore, waive the application of any
      law, regulation, holding or rule of construction providing that ambiguities
      in
      an agreement or other document will be construed against the party drafting
      such
      agreement or document.

    


    


    [Signature
      Page to Follow]

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


    IN
      WITNESS WHEREOF,
      the
      Parties have duly executed this Agreement as of the date first above written.
      

    


    


    


    RIVER
      HAWK AVIATION, INC.

    


    By:
      /s/     

    
      	
              Name:
                

            	
              Calvin
                Humphrey

            


    

    
      	
              Title:
                

            	
              Chief
                Executive Officer

            


    

    


    PAC
      ACQUISITION CORP.

    


    By:
      /s/     

    
      	
              Name:
                

            	
              Calvin
                Humphrey

            


    

    
      	
              Title:
                

            	
              Chief
                Executive Officer

            


    

    


    PS
      ACQUISITION CORP.

    


    By:
      /s/     

    
      	
              Name:
                

            	
              Calvin
                Humphrey

            


    

    
      	
              Title:
                

            	
              Chief
                Executive Officer

            


    

    


    


    PROFILE
      AVIATION CENTER, INC.

    


     

    By:
      /s/     

    
      	
              Name:
                

            	
              Caroll
                G. Smith

            


    

    
      	
              Title:
                

            	
              President

            


    

    


    PROFILE
      AVIATION SERVICES, INC.

    


     

    By:
      /s/     

    
      	
              Name:
                

            	
              Caroll
                G. Smith

            


    

    
      	
              Title:
                

            	
              President