f8ka083007ex10_riverhawk.htm


    Exhibit
      10.13

    


    THIRD
      AMENDMENT TO THE ASSET PURCHASE AGREEMENT

    


    THIS
      THIRD AMENDMENT to the Asset Purchase Agreement by and among River Hawk
      Aviation, Inc., a closely held Delaware corporation (“Seller”) and Calvin
      Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”) on the one hand,
      and River Hawk Aviation, Inc., f/k/a Viva International, Inc., a Nevada
      corporation, on the other hand (“Buyer”) dated September 19, 2006, as amended
      first, on January 10, 2007 and second, on August 29, 2007  (the
“Agreement”), entered into this November 15, 2007, amends the Agreement as
      follows (the “3rd
      Amendment”):

     

     

    RECITALS

    


    A.   
      Seller, the Shareholder and Buyer (collectively, the “Parties”) entered into an
      Asset Purchase Agreement on September 19, 2006, as amended January 10, 2007
      and
      August 29, 2007;

    


    B.   
      In furtherance of the Buyers ability to achieve confidence in the value of
      certain assets to be transferred to the Buyers pursuant to the and therefore
      to
      restate the terms of consideration; and;

    


    C.   
      Unless otherwise defined in this 3rd Amendment,
      capitalized terms have the meaning as defined in the Agreement.

    


    Accordingly,
      the Parties hereby agree as follows:

    


    1.  Subsection
      2.1.b. of the Agreement is hereby deleted in its entirety and replaced as
      follows:

    


     
      “2.1.b.  all Inventories consisting of SAAB parts of products, set
      forth in Exhibit “A,” shall transferred at Closing; ownership the remaining
      portion of the Inventories stated on scheduled set for in Exhibit “A” shall not
      be transferred to Buyer but instead will be consigned Buyer under the following
      terms:

    


    
      	
              (i)  

            	
              Seller
                represents that not less than Two million, five hundred thousand
                dollars
                ($2,500,000) in cash value of inventory is hereby consigned to
                Buyer;

            


    

     

    


    
      	
              (ii)  

            	
              Buyer
                agrees to store the inventory, to insure its value and to protect
                the
                inventory consistent with reasonable standards and practices within
                the
                industry;

            


    

    


    
      	
              (iii)  

            	
              Buyer
                agrees to market and sell the inventory for the benefit of the both
                the
                Buyer and Seller on prices and terms acceptable to the
                Seller.  For sales of the consigned Inventories successfully
                completed for up to a total of Six hundred twenty-five thousand dollars
                ($625,000) in sales revenue, Buyer shall receive 20% of the sales
                revenue
                of such sales and Seller shall receive 80% of the sales revenue of
                such
                sales;

            


    

    


    
      	
              (iv)  

            	
              Upon
                exceed successful completion of sales of consigned inventories in
                the
                total amount of Six hundred twenty-five thousand dollars ($625,000)
                in
                sales revenue, Buyer shall, from that point forward, receive 35%
                of sales
                revenue of all subsequent sales Seller shall receive 65% of
                sales.”

            


    

     

    


    2.  Section
      2.3 of the Agreement is hereby deleted in its entirety and replaced as
      follows:

    


                     
      “2.3 CONSIDERATION

    


      Consideration. On
      the Closing Date, Buyer shall purchase from Seller the Assets of Seller in
      exchange for Seller’s issuance of five million, five hundred thousand
      (5,500,000) shares of Series A Preferred Stock (“Series A
      Preferred”) to Seller (the “Purchase Price”);

     

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

     

      Closing.  This
      Agreement shall be closed upon the mutual execution of this 3rd Amendment
      to the
      Agreement (the “Closing”).

     

    4.       Except
      as otherwise provided herein, all other terms of the Agreement, and prior
      amendments thereto, remain in full force and effect.

     

     

    
      
        
        

      

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

     

    6.      
      This Amendment may be executed by facsimile and in two (2) or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

    


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

    


    


    RIVER
      HAWK AVIATION, INC.

    a
      Nevada corporation (Buyer).

    


    /s/
      Robert Scott

    By:  Robert
      Scott

    Its:  Chief
      Financial Officer and Director

    


    


    


    RIVER
      HAWK AVIATION, INC.

    a
      Delaware corporation (Seller).

     

    /s/
      Calvin Humphrey

    By:
      Calvin Humphrey

    Its:
      President

    


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