AGREEMENT FOR THE PURCHASE OF MEMBERSHIP INTERESTS OF CLG PROPERTIES, LLC

THIS AGREEMENT FOR THE PURCHASE OF EQUTY MEMBER SHIP INTERESTS OF GLG PROPERTIES, LLC   (the “Agreement”) made this ________ day of August 2008, by and between CLG Properties, LLC, a California corporation (“CLG Properties”)(the “Sellers”), Riverhawk Investments, Inc., a Nevada corporation and wholly owned subsidiary of River Hawk Aviation, Inc. (“Riverhawk Investments”), for the purpose of setting forth the terms and conditions upon which the Sellers will sell to Riverhawk Investments seventy-five percent (75%) of CLG Properties’ issued and outstanding membership units or equivalents (hereinafter defined).

IN CONSIDERATION OF the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

1.01            Sale of Equity Units .  Subject to the terms and conditions of this Agreement, the Sellers agree to sell to Riverhawk Investments, pursuant to Section 4(2) of the Securities Act of 1933 (the “Securities Act”), seventy-five percent (75%) of the total issued and outstanding membership units of CLG Properties as of the date first written above (herein collectively referred from time to time as the “Equity Units”), and Riverhawk Investments agrees to purchase the Equity Units for a total sum equal to the actual costs required, commencing from the date of this Agreement going forward to completion, to complete the refurbishment of the interior of the GII SP aircraft held in CLG Properties, but in any event not to exceed Five hundred thousand and 00/100 US Dollars ($500,000.00) (the “Purchase Price”), and subject to the covenants stated in Section 5.01 and 5.02 of Article V and to the terms and conditions of this Agreement, generally.  The Purchase Price shall be paid o or prior to the Closing (defined below).

1.02            Escrow Agent .  The Sellers and Riverhawk Investments shall appoint, at equally shared expense, an escrow acceptable to both parties (the “Escrow Agent”), to coordinate the delivery of the Equity Units, all certificates, corporate books and records thereto (the “Original Documents”), and distribution of the funds received for the sale of the Equity Units.

1.03            Exchange .  It is agreed that the Purchase Price will be transferred to the Escrow Agent by Riverhawk Investments as payment in full balance of the Purchase Price prior to, or upon, the Closing Date (defined below), in exchange for the Equity Units purchased by way of this Agreement.  Upon the completion of the exchange, the total outstanding Equity Units including those delivered to Riverhawk Investments plus the current, outstanding Equity Units of CLG Properties, shall be held in the name(s) and denomination(s) or proportions(s) as detailed in Schedule A (which shall show 100% of the issued and outstanding Equity Units of CLG Properties), and the Original Documents (defined herein) shall be transferred to, and shall remain with the Escrow Agent until the transaction closes at which point an the Escrow Agent (i) shall forward the Equity Units and the Original Documents to Riverhawk Investments along and (ii) shall transfer the Purchase Price to CLG Properties’ designated account or (iii) such exchange shall occur directly between the parties at the direction of the Escrow Agent.

1.04            Opening of Escrow .  Upon both the signing of this Agreement and the receipt, by the Escrow Agent, of payment of the Purchase Price, the escrow shall be opened and in effect.

1.05            Date of Closing .  The Closing (hereinafter defined) will take place on or before August 30, 2008 (the “Closing Date”), under the terms described in Article IV of this Agreement.

1.07            Appointment to the Board .  Prior to the Closing Date, the Riverhawk Investments’ parent company, River Hawk Aviation, Inc., shall appoint Lenny Dykstra to its Board of Directors.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

The CLG Properties and the Sellers hereby represent and warrant to Riverhawk Investments, the following:

2.01            Organization .  CLG Properties is a limited liability company duly formed  in the State of California and has all necessary corporate powers to conduct business.  All actions taken by the incorporators, directors and/or shareholders of CLG Properties have been valid and in accordance with the laws of the State of California.

2.02            Capital .  The authorized Equity Units of CLG Properties currently consists of ____ Equity Units.  At the Closing, seventy five percent (75%) of the all of the outstanding Equity Units shall be either issued or transferred to Riverhawk Investments.  Additionally, upon Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating CLG Properties to issue or to transfer from treasury any Equity Units, to any party.  Furthermore, the Sellers represent that they have title to, or the authority to direct, all outstanding shares of Equity Units as fully paid and non-assessable and in accordance with the State of California corporate law and the applicable securities laws of the United States.

For the purposes of this Agreement, an “ Equity Unit ” means the basic economic ownership interest in the CLG Properties, which entitles the holder to the rights and privileges of full membership of the CLG Properties, including a share of the net profits, net losses, and other tax items of the CLG Properties, as well as distributions of the CLG Properties’ assets as provided in this Agreement and the laws of the state of California.

2.03            Financial Statements .  Documents provided to Riverhawk Investments will include the last compilation of balance sheets and the related statements of income and retained earnings as reviewed  by CLG Properties’ certified public accountant, or the last completed balance sheets and the related statements of income and retained earnings prepared by management, as reviewed by CLG Properties’  certified public accountant  for the period then ended.  The financial statements have been prepared in accordance with generally accepted accounting principles consistently followed by CLG Properties throughout the course of its business, and fairly present the financial position of CLG Properties as of the date of the balance sheet included in the financial statements, and the results of its operations for the periods indicated.  CLG Properties’ corporate representative will provide full disclosure of all corporate and financial transactions of CLG Properties since the date of their last prepared by management financial statements.

2.04            Absence of Changes .  CLG Properties warrants and represents that there have been no changes in the financial condition or operations of CLG Properties since the date of the latest financial statements disclosed in accordance with Section 2.03, except for changes in the ordinary course of business, which changes have not, in the aggregate, been materially adverse.  A list referred to as “Schedule B” which references the expected existing and ongoing liabilities at the time of Closing will be provided prior to Closing.  Schedule B will be signed as accepted by Riverhawk Investments prior to Closing.  Any changes to the financial condition, or absence thereof, will be evidenced by a set of Final Financial Statements, to be submitted to Riverhawk Investments at the Closing.   The Final Financial Statements shall accurately depict the financial condition of CLG Properties on that date, and; subsequent thereto, CLG Properties shall not purchase, nor enter into any contracts to purchase, any assets, nor dispose, assign, transfer, or encumber any assets shown on the Final Financial Statements without the written consent of Riverhawk Investments .

2.05            Liabilities .  CLG Properties, at the signing of this Agreement, does not and will not, as of Closing, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected in the corporate records of CLG Properties submitted to Riverhawk Investments and/or included in Schedule B.  CLG Properties is not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving CLG Properties.  There is no other dispute of any kind between CLG Properties and any third party, and no such dispute will exist at the Closing.  At the Closing, all liabilities of CLG Properties will be assumed by Riverhawk Investments as referenced in 2.04.

2.06            Tax Returns .  Within the times and in the manner prescribed by law, CLG Properties will file all federal, state, and local tax returns required by law.  CLG Properties has paid, or will pay by the Closing, all taxes, assessments, and penalties due and payable through the date of Closing.  CLG Properties represents that no federal income tax returns of CLG Properties have been audited by the Internal Revenue Service.  There are no present disputes as to taxes of any nature payable by CLG Properties as of the Closing, there shall be no taxes of any kind due or owing except the following:  federal excise taxes and segment fees taxes which come due after August 30,   2008; employee payroll taxes, if any, which will be due August 30, 2008; a list referred to as “Schedule C” which references the federal excise taxes, segment fees taxes and employee payroll taxes payable by Riverhawk Investments upon closing will be provided prior to Closing.  Schedule C will be signed as accepted by Riverhawk Investments prior to Closing.

2.07            Ability to Carry Out Obligations .  The Sellers have the right, power, and authority to enter into, and perform their obligations under this Agreement.  T