Employment Services Agreement between River Hawk Aviation, Inc., and Robert
      Scott


    Exhibit
      10.4

    


    EMPLOYMENT
      SERVICES AGREEMENT

    


    This
      Employment Services Agreement (“Agreement”), effective May 22, 2007, is made by
      and between Robert Scott (“Executive”) and River Hawk Aviation, Inc., a Nevada
      corporation (“Company”).

    


    WHEREAS,
      Executive has extensive background in accounting and financial management of
      aviation and aviation-related concerns;

    


    WHEREAS,
      Executive has served as the Chief Financial Officer of the Company without
      compensation during FY 2006 and continues to serve as Chief Financial Officer
      without though the current date, during which Executive has continues to manages
      the finances and financial reporting of the Company and to implement financial
      strategies as well as carrying out other customary duties of a Chief Financial
      Officer (the “Services”);

    


    WHEREAS,
      Company is a publicly held corporation with its common stock shares trading
      on
      the Over the Counter Bulletin Board under the ticker symbol “RHWA,” and desires
      to further develop its aviation business; and

    


    WHEREAS,
      Company desires to continue using the Services of the Executive of the on the
      terms and subject to the conditions set forth herein;

    


    NOW,
      THEREFORE, in consideration for the Services provided to Company, the parties
      agree as follows:

    


    1.     Services
      of Executive.

    


    Executive
      shall continue to perform bona fide financial management, accounting, and
      financial reporting of the Company and to implement financial services and
      customary duties as Chief Financial Officer of the Company during for the
      duration of this Agreement. These services provided by Executive for the
      Consideration herein shall not be in connection with the offer or sale of
      securities in a capital-raising transaction, shall not be for directly or
      indirectly promoting or maintaining a market for Company’s securities. Executive
      and Company agree and acknowledge that this Agreement shall supersede and
      override all prior understandings between Executive and Company.

     

    2.     Consideration.

    


    Company
      agrees to pay Executive, as his fee and as consideration for services provided,
      200,000 shares of common stock of the Company, which shares shall be registered
      on Form S-8 with the United States Securities and Exchange Commission (the
      “SEC”) issued to Robert Scott, the natural person performing the Employment
      services for Company. All shares and certificates representing such shares
      shall
      be subject to applicable SEC, federal, state (Blue sky) and local laws and
      additional restrictions set forth herein.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.     Confidentiality.

    


    Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may not be disclosed to any other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”). Confidential Information shall not include information that the
      receiving party can demonstrate (a) is, as of the time of its disclosure, or
      thereafter becomes part of the public domain through a source other than the
      receiving party, (b) was known to the receiving party as of the time of its
      disclosure, (c) is independently developed by the receiving party, or (d) is
      subsequently learned from a third party not under a confidentiality obligation
      to the providing party.

    


    4.     Indemnification.

    


    (a)    Company.

    


    Company
      agrees, to the extent not in conflict with his current duties and positions
      with
      the Company and allowable by law, to indemnify, defend, and shall hold harmless
      Executive and/or his agents, and to defend any action brought against said
      parties with respect to any claim, demand, cause of action, debt or liability,
      including reasonable attorneys' fees to the extent that such action arises
      out
      of the negligence or willful misconduct of Company.

    


    (b)     Executive.

    


    Executive
      agrees to indemnify, defend, and shall hold harmless Company, its directors,
      employees and agents, and defend any action brought against same with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys' fees, to the extent that such an action arises out of the gross
      negligence or willful misconduct of Executive.

    


    (c)     Notice.

    


    In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party's written consent, which shall not be unreasonably
      withheld.

    


    


    
      
        
        

      

      
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    6.     Termination
      and Renewal.

    


    (a)     Term.

    


    This
      Agreement shall become effective on the date first written above and terminate
      twelve (12) months thereafter, unless terminated sooner in accordance with
      Section 6(b), below (the “Term”). This Term supersedes and overrides the period
      or term established in any prior written agreement, verbal agreement or
      understanding and shall become effective on the date appearing next to the
      signatures below and terminate one (1) year thereafter. This Agreement shall
      automatically be extended for one (1) additional year unless terminated in
      writing by the Client at least thirty (30) days prior to this Agreements
      termination. 

    


     (b)     Termination.

    


    Either
      party may terminate this Agreement on thirty (30) calendar days written notice,
      or if prior to such action, the other party materially breaches any of its
      representations, warranties or obligations under this Agreement. Except as
      may
      be otherwise provided in this Agreement, such breach by either party will result
      in the other party being responsible to reimburse the non-defaulting party
      for
      all costs incurred directly as a result of the breach of this Agreement, and
      shall be subject to such damages as may be allowed by law including all
      attorneys' fees and costs of enforcing this Agreement.

    


    (c)     Termination
      and Payment.

    


    Upon
      any
      termination or expiration of this Agreement, Company shall pay all unpaid and
      outstanding fees through the effective date of termination or expiration of
      this
      Agreement. And upon such termination, Executive shall provide and deliver to
      Company any and all outstanding services due through the effective date of
      this
      Agreement.

    


    7.     Miscellaneous.

    


    (a)     Rights
      Cumulative; Waivers.

    


    The
      rights of each of the parties under this Agreement are cumulative. The rights
      of
      each of the parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of
      any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or any variation of any such right.

    


     

    
      
        
        

      

      
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    (b)     Benefit;
      Successors Bound. 

    


    This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

    


    (c)     Entire
      Agreement.

    


    This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representa-tions, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in this Agreement, except as set forth in this Agreement.
      Any
      such negotiations, promises, or understandings shall not be used to interpret
      or
      constitute this Agreement.

    


    (d)    Assignment.

    


    This
      Agreement shall not be assigned or transferred by either party, either in whole
      or in part, without the written consent of the other party, and any purported
      assignment in violation hereof shall be void.

    


    (e)    Amendment.

    


    This
      Agreement may be amended only by an instrument in writing executed by all the
      parties hereto.

    


    (f)     Severability.

    


    Each
      part
      of this Agreement is intended to be severable. In the event that any provision
      of this Agreement is found by any court or other authority of competent
      jurisdiction to be illegal or unenforceable, such provision shall be severed
      or
      modified to the extent necessary to render it enforceable and as so severed
      or
      modified, this Agreement shall continue in full force and effect.

    


    (g)   
Section
      Headings.

    


    The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

    


    (h)    Construction.

    


    Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    


    
      
        
        

      

      
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    (i)    Further
      Assurances.

    


    In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

    


    (j)     Notices.

    


    Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either a. United States
      mail, postage prepaid, or b. Federal Express or similar generally recognized
      overnight carrier), addressed as follows (subject to the right to designate
      a
      different address by notice similarly given):

     

    
       

      
        
          	
                  If
                    to Company:

                	
                  River
                    Hawk Aviation, Inc.

                
	 	
                  Attn:
                    Robert J. Scott 

                
	 	
                  954
                    Business Park Drive, Suite #4

                
	 	
                  Traverse
                    City, MI 49686

                
	 	 
	
                  With
                    a copy to:

                	
                  David
                    M. Otto

                
	 	
                  The
                    Otto Law Group, PLLC

                
	 	
                  601
                    Union Street, Suite 4500

                
	 	
                  Seattle,
                    Washington 98121

                
	 	 
	
                  If
                    to Executive:

                	
                  ______________________

                
	 	
                  ______________________

                
	 	
                  ______________________

                
	 	
                  ______________________

                


        

      

       

    

    (k)    Governing
      Law.

    


    This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of Michigan without reference to its conflicts of laws rules or
      principles. Each of the parties consents to the exclusive jurisdiction of the
      federal courts of the State of Michigan in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions.

     

    (l)    Consents.

    


    The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.

     

     

    
      
        
        

      

      
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    (m)    Survival
      of Provisions.

    


    The
      provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement shall
      survive the termination of this Agreement.

    


    (n)    Execution
      in Counterparts.

    


    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      agreement.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      have
      agreed to and accepted the terms herein on the date written above.

    


     

    


    COMPANY:

    


    RIVER
      HAWK AVIATION, INC.

    


    By:     /s/
      Calvin Humphrey

    ______________________

    Name:
      Calvin Humphrey 

    Its:
      Chief Executive Officer

    


    EXECUTIVE:

    


    ROBERT
      SCOTT

    


    By:     /s/
      Robert Scott

    ______________________

    Name:
      Robert Scott

    


     

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