ex101.htm


    SUBSCRIPTION
      AGREEMENT

     

    


     

    FOR
      THE

     

    


     

    PURCHASE
      OF UNITS OF

     

    Phoenix
      International Ventures, Inc.

    


    (each
      Unit consists of two shares of common stock and one Warrant to purchase one
      share)

    


    November     ,
      2007

     


    
      
         

      

      
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    PHOENIX
      INTERNATIONAL VENTURES, INC.

    


    SUBSCRIPTION
      AGREEMENT FOR THE PURCHASE OF UNITS

    


    PHOENIX
      INTERNATIONAL VENTURES, INC., a
Nevadacorporation
      (the “Company”)
      is offering (this “Offering”)for
      sale to certain individuals (the
“Investors”)  up
      to 350,000 units (the
“Offering”).  Each Unit consists of two shares of common stock and one
      warrant to purchase common stock (the “Warrants”).  Each Warrant is
      excercisable for a period of two years at an exercise price of $1.00 per
      share.  The Units are offered at $1.40 per Unit.

     

    The
      subscription for the Units will be made in accordance with and subject to the
      terms and conditions of this Subscription Agreement.  The minimum
      investment amount that may be purchased by an Investor is $5,600 worth of Units
      (4,000 Units) (the “Minimum
      Investor Purchase”); provided
      however, the
      Company may in its sole discretion, accept an Investor subscription for an
      amount less than the Minimum Investor Purchase.

     

    The
      Shares of Common Stock and the shares underlying the Warrants (the “Warrant
      Shares”) are entitled to certain registration rights as provided herein

     

    The
      Company will offer the Units to no more than 35 investors who are not
“accredited investors” (as defined in Rule 501 of Regulation D promulgated under
      the Securities Act of 1933, as amended (the “Securities
      Act”)).

     

    Although
      the Units will be offered by the Company’s officers, directors and employees,
      who will receive no direct compensation for selling such Units, the Company
      may
      use registered broker/dealers and others (“Agents”)
      to place Units and may pay to such persons a commission of up to 10% of the
      investment.  The Offering will terminate on December 31, 2007 unless
      extended by the Company in its sole discretion to a date no later than January
      31, 2008.

     

    The
      Company and the Agents, if any, may (but are not obligated to) purchase and/or
      have their respective employees, agents, officers, directors and affiliates
      subscribe and purchase Units in the Offering.  The Company is
      currently indebted to Zahir Teja, the Company’s president, in the amount of
      $509,000.  Mr. Teja may, but is not obligated to, convert a portion of
      such indebtedness (not to exceed $150,000) on the same terms as set forth herein
      ($1.40 per Unit).  If the Company rejects a subscription, either in
      whole or in part (which decision is in their sole discretion), the rejected
      subscription funds or the rejected portion thereof will be returned promptly
      to
      such subscriber without interest accrued thereon.

     

    Questions
      regarding completion of the
      subscription documents should be directed to Niv Nissenson
      at   [775 882 9700 or 775 843 3381 or niv_nissenson@yahoo.com]

     

    


     


    
      
         

      

      
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    NASAA
      UNIFORM LEGEND

     

    IN
      MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
      OF
      THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
      INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
      SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
      AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
      DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     


    
      
         

      

      
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    Phoenix
      International Ventures,
      Inc.

    2201
      Lockhead Way

    Carson
      City, NV 89706

    


    Ladies
      and Gentlemen:

     

    1.      Subscription.  The
      undersigned (the “Subscriber”),
      intending to be legally bound, hereby irrevocably agrees to purchase such number
      of Units (the “Units”),
      of Phoenix International Ventures, Inc. (the “Company”)
      at a purchase price of $1.40 per Unit as set forth on the Signature page to
      this
      Subscription Agreement.   This subscription is
      submitted to you in
      accordance with and subject to the terms and conditions of this Subscription
      Agreement and the Company’s Confidential Private Placement Memorandum used for
      the Offering (the “Memorandum”).  The
      Company is offering up to 350,000 Units.  The Offering is being made
      pursuant to Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Securities Act”).

     

    The
      Shares and the shares of common stock underlying the Warrants (the “Warrant
      Shares”) are entitled to certain registration rights as provided herein.

     

    2.           
      Payment.  The
      Subscriber encloses herewith a check payable to, or will immediately make a
      wire
      transfer payment to, “Phoenix International Ventures, Inc.” in the full amount
      of the purchase price of the Units being subscribed for.  Together
      with the check for, or wire transfer of, the full purchase price, the Subscriber
      is delivering a completed and executed Omnibus Signature Page to this
      Subscription Agreement along with a completed and executed Accredited Investor
      Certification, annexed hereto as Annex
      A.

     

    3.           
      Acceptance of
      Subscription.  The Subscriber understands and agrees that the
      Company, in itssole discretion, reserves the right to accept or reject this
      or
      any other subscription for the Units, in whole or in part, notwithstanding
      prior
      receipt by the Subscriber of notice of acceptance of this or any other
      subscription.  The Company will have no obligation hereunder until the
      Company executes and delivers to the Subscriber an executed copy of this
      Subscription Agreement.  If Subscriber’s subscription is rejected in
      whole or the Offering is terminated, all funds received from the Subscriber
      will
      be returned without interest, penalty, expense or deduction, and this
      Subscription Agreement will thereafter be of no further force or
      effect.  If Subscriber’s subscription is rejected in part, the funds
      for the rejected portion of such subscription will be returned without interest,
      penalty, expense or deduction, and this Subscription Agreement will continue
      in
      full force and effect to the extent such subscription was accepted.

     

    4.           
      Representations and Warranties
      of the Subscriber.  The Subscriber hereby acknowledges,
      represents, warrants, and agrees as follows:

     

    (a) None
      of
      the Units or the underlying Shares are registered under the Securities Act
      of
      1933, as amended (the “Securities
      Act”), or any state securities laws.  The Subscriber
      understands that the offering and sale of the Shares is intended to be exempt
      from registration under the Securities Act, by virtue of Section 4(2) thereof
      and the provisions of Regulation D promulgated thereunder, based, in part,
      upon
      the representations, warranties and agreements of the Subscriber contained
      in
      this Subscription Agreement;

     

    (b) The
      Subscriber and the Subscriber’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, “Advisors”),
      have received this Subscription Agreement and all other documents requested
      by
      the Subscriber or its Advisors, if any, have carefully reviewed them and
      understand the information contained therein, prior to the execution of this
      Subscription Agreement;

     

    (c) Neither
      the Securities and Exchange Commission (the “Commission”)
      nor any state securities commission has approved the Offering or any of the
      Securities, or passed upon or endorsed the merits of the Offering or confirmed
      the accuracy or determined the adequacy of the Offering.  The Offering
      has not

     


    
      
         

      

      
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    (d) been
      reviewed by any federal, state or other regulatory authority.  Any
      representation to the contrary is a criminal offense.  The Units, and
      securities comprising the Units are subject to restrictions on transferability
      and resale and may not be transferred or resold except as permitted under the
      Securities Act, and the applicable state securities laws, pursuant to
      registration or exemption therefrom.  Investors should be aware that
      they will be required to bear the financial risks of this investment for an
      indefinite period of time;

     

    (e) All
      documents, records, and books pertaining to the investment in the Units have
      been made available for inspection by the Subscriber and its Advisors, if
      any;

     

    (f) The
      Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf of
      the Company concerning the offering of the Units and the business, financial
      condition, results of operations and prospects of the Company, and all such
      questions have been answered by the Company to the full satisfaction of the
      Subscriber and its Advisors, if any;

     

    (g) In
      evaluating the suitability of an investment in the Company, the Subscriber
      has
      not relied upon any representation or other information (oral or written) other
      than as stated herein;

     

    (h) The
      Subscriber is unaware of, is in no way relying on, and did not become aware
      of
      the Offering directly and/or indirectly through or as a result of, any form
      of
      general solicitation or general advertising including, without limitation,
      any
      press release, filing by the Company with the Commission, article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television, radio or over the internet, in
      connection with the Offering and sale of the Units and is not subscribing for
      Units and did not become aware of the offering through or as a result of any
      seminar or meeting to which the Subscriber was invited by, or any solicitation
      of a subscription by, a person not previously known to the Subscriber in
      connection with investments in securities generally;

     

    (i) The
      Subscriber has taken no action which would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this
      Subscription Agreement or the transactions contemplated hereby (other than
      commissions to be paid by the Company to any agents);

     

    (j) The
      Subscriber, either alone or together with its Advisors, if any, have such
      knowledge and experience in financial, tax, and business matters, and, in
      particular, investments in securities, so as to enable them to utilize the
      information made available to them in connection with the offering of the Units
      to evaluate the merits and risks of an investment in the Units and the Company
      and to make an informed investment decision with respect thereto;

     

    (k) The
      Subscriber is not relying on the Company, any Agent or any of their respective
      employees or agents with respect to the legal, tax, economic and related
      considerations of an investment in the Units, and the Subscriber has relied
      on
      the advice of, or has consulted with, only its own Advisors;

     

    (l) The
      Subscriber is acquiring the Units (and the securities included therein) solely
      for such Subscriber’s own account for investment and not with a view to resale
      or distribution thereof, in whole or in part.  The Subscriber has no
      agreement or arrangement, formal or informal, with any person to sell or
      transfer all or any of the securities and the Subscriber has no plans to enter
      into any such agreement or arrangement;

     

    (m) The
      purchase of the Units represents high risk capital and the Subscriber is able
      to
      afford an investment in a speculative venture having the risks and objectives
      of
      the Company.  The Subscriber must bear the substantial economic risks
      of the investment in the Units indefinitely because none of the securities
      included in the Units may be sold, hypothecated or otherwise disposed of unless
      subsequently registered under the Securities Act and applicable state securities
      laws or an exemption from such registration is available.  Legends
      will be placed on the Securities to the effect that they have not been
      registered under the Securities Act or applicable state securities laws and
      appropriate notations thereof will be made in the Company’s stock
      books.

     


    
      
         

      

      
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    (n) The
      Company has agreed that purchasers of the Units will have, with respect to
      the
      Units the registration rights described herein.  Notwithstanding such registration
      rights, trading volume in the Common Stock is extremely limited and sporadic
      and
      as such, there is currently limited liquidity in the Common Stock and there
      can
      be no assurance when, if ever, a more liquid market for the Common Stock will
      develop; or if any registration statement covering the underlying shares will
      be
      declared effective by the SEC;

     

    (o) The
      Subscriber has adequate means of providing for such Subscriber’s current
      financial needs and foreseeable contingencies and has no need for liquidity
      of
      the investment in the Units for an indefinite period of time;

     

    (p) The
      Subscriber is aware that an investment in the Units involves a number of very
      significant risks and has carefully read and considered the matters set forth
      herein; and in the Risk Factors attached as Annex B;

     

    (q) The
      Subscriber has truthfully and accurately completed the Accredited Investor
      Certification contained herein;

     

    (r) The
      Subscriber: (i) if a natural person, represents that the Subscriber has reached
      the age of 21 and has full power and authority to execute and deliver this
      Subscription Agreement and all other related agreements or certificates and
      to
      carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
      or limited liability company or partnership, or association, joint stock
      company, trust, unincorporated organization or other entity, represents that
      such entity was not formed for the specific purpose of acquiring the Units,
      such
      entity is duly organized, validly existing and in good standing under the laws
      of the state of its organization, the consummation of the transactions
      contemplated hereby is authorized by, and will not result in a violation of
      state law or its charter or other organizational documents, such entity has
      full
      power and authority to execute and deliver this Subscription Agreement and
      all
      other related agreements or certificates and to carry out the provisions hereof
      and thereof and to purchase and hold the securities constituting the Units,
      the
      execution and delivery of this Subscription Agreement has been duly authorized
      by all necessary action, this Subscription Agreement has been duly executed
      and
      delivered on behalf of such entity and is a legal, valid and binding obligation
      of such entity; or (iii) if executing this Subscription Agreement in a
      representative or fiduciary capacity, represents that it has full power and
      authority to execute and deliver this Subscription Agreement in such capacity
      and on behalf of the subscribing individual, ward, partnership, trust, estate,
      corporation, or limited liability company or partnership, or other entity for
      whom the Subscriber is executing this Subscription Agreement, and such
      individual, partnership, ward, trust, estate, corporation, or limited liability
      company or partnership, or other entity has full right and power to perform
      pursuant to this Subscription Agreement and make an investment in the Company,
      and represents that this Subscription Agreement constitutes a legal, valid
      and
      binding obligation of such entity.  The execution and delivery of this
      Subscription Agreement will not violate or be in conflict with any order,
      judgment, injunction, agreement or controlling document to which the Subscriber
      is a party or by which it is bound;

     

    (s) The
      Subscriber represents to the Company that any information which the undersigned
      has heretofore furnished or is furnishing herewith to the Company or any Agent
      is complete and accurate and may be relied upon by the Company in determining
      the availability of an exemption from registration under Federal and state
      securities laws in connection with the Offering as described in the
      Memorandum.  The Subscriber further represents and warrants that it
      will notify and supply corrective information to the Company immediately upon
      the occurrence of any change therein occurring prior to the Company’s issuance
      of the Units;

     

    (t) The
      Subscriber has significant prior investment experience, including investments
      in
      private, non-traded, non-listed and non-registered securities.  The
      Subscriber is knowledgeable about investments in small and thinly capitalized
      businesses.  The Subscriber has a sufficient net worth to sustain a
      loss of its entire investment in the Company in the event such a loss should
      occur.  The Subscriber’s overall commitment to investments which are
      not readily marketable is not excessive in view of the Subscriber’s
      net

     


    
      
         

      

      
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    (u) worth
      and
      financial circumstances and the purchase of the Securities will not cause such
      commitment to become excessive.  This investment in the Company’s
      Securities is a suitable one for the Subscriber;

     

    (v) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Subscriber or its Advisors, if any, in connection with the
      Offering which are in any way inconsistent with the information contained in
      the
      Memorandum;

     

    (w) Within
      five (5) days after receipt of a request from the Company, the Subscriber will
      provide such information and deliver such documents as may reasonably be
      necessary to comply with any and all laws and ordinances to which the Company
      is
      subject;

     

    (x) THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OR
      THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE
      ON
      EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
      LAWS.  THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
      RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
      ACT
      AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  THE
      SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE
      SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
      FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
      THE
      ACCURACY OR ADEQUACY OF THIS AGREEMENT.  ANY REPRESENTATION TO THE
      CONTRARY IS UNLAWFUL;

     

    (y) The
      Subscriber hereby represents, warrants, agrees and covenants to and with the
      Company that the Subscriber has not, directly and/or indirectly, previously
      had
      and/or maintained and/or currently has, and/or in the future will not make
      or
      maintain a “short” position in the Company’s securities and will not encourage
      and/or facilitate the same by any third party.

     

    (z) The
      Subscriber has read this Agreement in its entirety including, but not limited
      to, the Section therein entitled “Risk Factors,” and understands fully to its
      full satisfaction all information and terms included in this
      Agreement.  The subscriber also acknowledges that they have reviewed
      the Company’s 10-QSB for the quarter ended September 30, 2007 as filed with the
      SEC.

     

    5.           
      Representations and Warranties
      of the Company.  The Company hereby acknowledges, represents,
      warrants, and agrees as follows:

     

    (aa) The
      Company is an entity duly organized, validly existing and in good standing
      under
      the laws of the state of its incorporation with the requisite corporate power
      and authority to own and use its properties and assets and to carry on its
      business as currently conducted.  The Company is not in violation of
      any of the provisions of its certificate of formation, by-laws or other
      organizational or charter documents including, but not limited to, all documents
      setting forth and/or establishing the terms, rights, conditions and/or
      limitations of any of the Company’s Common Stock and (the “Internal
      Documents”).  The Company is duly qualified to conduct business
      and is in good standing as a foreign corporation in each jurisdiction in which
      the nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, would not result in a direct and/or indirect
      (i)
      material adverse effect on the legality, validity or enforceability of any
      of
      the Securities and/or this Subscription Agreement, (ii) material adverse effect
      on the results of operations, assets, business or financial condition of the
      Company, or (iii) material adverse effect on the Company’s ability to perform in
      any material respect on a timely basis its obligations under this Subscription
      Agreement.

     


    
      
         

      

      
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    (bb) The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated herein and otherwise to carry out
      its
      obligations hereunder.  The execution and delivery of this Agreement
      and the consummation by it of the transactions contemplated hereby have been
      duly authorized by all necessary action on the part of the Company and no
      further corporate action is required by the Company in connection
      therewith.  This Agreement has been (or upon delivery will have been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except as limited
      by applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws
      of general application affecting enforcement of creditors’ rights
      generally.

     

    (cc) The
      execution, delivery and performance of the condition of this Agreement by the
      Company and the consummation by the Company of the transactions contemplated
      thereby, do not and will not (i) conflict with or violate any provision of
      the
      Company’s Internal Documents, (ii) conflict with, or constitute a default (or an
      event that with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any material
      agreement, credit facility, debt or other instrument (evidencing a Company
      debt
      or otherwise), or other understanding to which the Company is a party or by
      which any property or asset of the Company is bound or affected, or (iii) result
      in a violation of any law, rule, regulation, order, judgment, injunction, decree
      or other restriction of any court or governmental authority to which the Company
      is subject (including federal and state securities laws and regulations), or
      by
      which any property or asset of the Company is bound or affected.

     

    (dd) The
      Company has an aggregate of 7,096,000 shares of common stock issued and
      outstanding as of the date hereof.

     

    (ee) The
      Company will utilize any proceeds raised in the Offering for working capital
      and
      the repayment of its currently existing indebtedness.

     

    (ff) Piggyback
      Registration Rights.  If, at any time during
      the
      period ending two years from the date hereof there is not an effective
      Registration Statement covering the Shares and the Warrant Shares (for purposes
      of this Section, the “Registration Securities”) and the Company shall determine
      to prepare and file with the Commission a registration statement relating to
      an
      offering for its own account or the account of others under the Securities
      Act
      of any of its equity securities, other than on Form S-4 or Form S-8 (each as
      promulgated under the Securities Act) or any post-effective amendment to
      existing registration statements or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, then the Company shall send to each Holder a
      written notice of such determination at least twenty (20) days prior to the
      filing of any such registration statement and shall include in such registration
      statement all Registrable Securities; provided, however, that (i) if, at
      any time after giving written notice of its intention to register any securities
      and prior to the effective date of the registration statement filed in
      connection with such registration, the Company determines for any reason not
      to
      proceed with such registration, the Company will be relieved of its obligation
      to register any Registrable Securities in connection with such registration,
      and
      (ii) in case of a determination by the Company to delay registration of its
      securities, the Company will be permitted to delay the registration of
      Registrable Securities for the same period as the delay in registering such
      other securities.

     

    6.           
      Indemnification.  The
      Subscriber agrees to indemnify and hold harmless the Company, any Agents and
      each of their respective officers, directors, employees, agents, attorneys,
      control persons and affiliates from and against all losses, liabilities, claims,
      damages, costs, fees and expenses whatsoever (including, but not limited to,
      any
      and all expenses incurred in investigating, preparing or defending against
      any
      litigation commenced or threatened) based upon or arising out of any actual
      or
      alleged false acknowledgment, representation or warranty, or misrepresentation
      or omission to state a material fact, orbreach by the
      Subscriber of any covenant or agreement made by the Subscriber herein or in
      any
      other document delivered by or on behalf of the Subscriber in connection with
      this Subscription Agreement.

     


    
      
         

      

      
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    7.           
      Irrevocability; Binding
      Effect.  The Subscriber hereby acknowledges and agrees that the
      subscription hereunder is irrevocable by the Subscriber, except as required
      by
      applicable law, and that this Subscription Agreement will survive the death
      or
      disability of the Subscriber and will be binding upon and inure to the benefit
      of the parties and their heirs, executors, administrators, successors, legal
      representatives, and permitted assigns.  If the Subscriber is more
      than one person, the obligations of the Subscriber hereunder will be joint
      and
      several and the agreements, representations, warranties and acknowledgments
      herein will be deemed to be made by and be binding upon each such person and
      such person’s heirs, executors, administrators, successors, legal
      representatives and permitted assigns.

     

    8.           
      Modification.  This
      Subscription Agreement will not be modified or waived except by an instrument
      in
      writing signed by the party against whom any such modification or waiver is
      sought.

     

    9.           
      Notices.  Any
      notice or other communication required or permitted to be given hereunder will
      be in writing and will be mailed by certified mail, return receipt requested,
      or
      delivered against receipt to the party to whom it is to be given (a) if to
      the
      Company, at the address set forth above or (b) if to the Subscriber, at the
      address set forth on the signature page hereof (or, in either case, to such
      other address as the party will have furnished in writing in accordance with
      the
      provisions of this Section
      9).  Any notice or other communication given by certified mail
      will be deemed given at the time of certification thereof, except for a notice
      changing a party’s address which will be deemed given at the time of receipt
      thereof.

     

    10.           
      Assignability.  This
      Subscription Agreement and the rights, interests and obligations hereunder
      are
      not transferable or assignable by the Subscriber and the transfer or assignment
      of the Units will be made only in accordance with all applicable laws and the
      applicable Offering documents.

     

    11.           
      Applicable
      Law.  This Subscription Agreement will be governed by and
      construed exclusively under the laws of the State of New York as applied to
      agreements among New York residents entered into and to be performed entirely
      within New York.  Each of the parties hereto (1) agree that any legal
      suit, action or proceeding arising out of or relating to this Subscription
      Agreement will be instituted exclusively in New York State Supreme Court, County
      of New York, or in the United States District Court for the Southern District
      of
      New York, (2) waive any objection which the Company may have now or hereafter
      to
      the venue of any such suit, action or proceeding, and (3) irrevocably consent
      to
      the jurisdiction of the New York State Supreme Court, County of New York, and
      the United States District Court for the Southern District of New York in any
      such suit, action or proceeding.  Each of the parties hereto further
      agrees to accept and acknowledge service of any and all process which may be
      served in any such suit, action or proceeding in the New York State Supreme
      Court, County of New York, or in the United States District Court for the
      Southern District of New York and agree that service of process upon it mailed
      by certified mail to its address will be deemed in every respect effective
      service of process upon it, in any such suit, action or
      proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
      TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
      THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
      HEREBY.

     

    12.           
      Blue Sky
      Qualification.  The purchase of Shares under this Subscription
      Agreement is expressly conditioned upon the exemption from qualification of
      the
      offer and sale of the Units from applicable Federal and state securities
      laws.  The Company will not be required to qualify this transaction
      under the securities laws of any jurisdiction and, should qualification be
      necessary, the Company will be released from any and all obligations to maintain
      its offer, and may rescind any sale contracted, in the jurisdiction.

     


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    13.           
      Use of
      Pronouns.  All pronouns and any variations thereof used herein
      will be deemed to refer to the masculine, feminine, neuter, singular or plural
      as the identity of the person or persons referred to may require.

     

    


     

    14.           
      Miscellaneous.

     

    (aa)           
      This Subscription Agreement, constitutes the entire agreement between the
      Subscriber and the Company with respect to the subject matter hereof and
      supersede all prior oral or written agreements and understandings, if any,
      relating to the subject matter hereof. The terms and provisions of this
      Subscription Agreement may be waived, or consent for the departure therefrom
      granted, only by a written document executed by the party entitled to the
      benefits of such terms or provisions.

     

    (bb)           
      Each of the Subscriber’s representations and warranties made in this
      Subscription Agreement will survive the execution and delivery hereof and
      delivery of the Units for a period of twelve (12) months from the date of
      issuance.

     

    (cc)           
      Each of the parties hereto will pay its own fees and expenses (including the
      fees of any attorneys, accountants, appraisers or others engaged by such party)
      in connection with this Subscription Agreement and the transactions contemplated
      hereby whether or not the transactions contemplated hereby are
      consummated.

     

    (gg) This
      Subscription Agreement may be executed in one or more counterparts each of
      which
      will be deemed an original, but all of which will together constitute one and
      the same instrument.

     

    (hh) Each
      provision of this Subscription Agreement will be considered separable and,
      if
      for any reason any provision or provisions hereof are determined to be invalid
      or contrary to applicable law, such invalidity or illegality will not impair
      the
      operation of or affect the remaining portions of this Subscription
      Agreement.

     

    (ii) Paragraph
      titles are for descriptive purposes only and will not control or alter the
      meaning of this Subscription Agreement as set forth in the text.

     


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    


     

    PHOENIX
      INTERNATIONAL VENTURES, INC.

    OMNIBUS
      SIGNATURE PAGE TO

    SUBSCRIPTION
      AGREEMENT

    


    Subscriber
      hereby elects to purchase a total of ______ Units at a price of $1.40 per Unit
      (NOTE: to be completed by the Subscriber) and agrees to all of the terms and
      conditions of this Subscription Agreement referred to herein.

     

    Date
      (NOTE: To be completed by the
      Subscriber): __________________, 2007*

     

    If
      the Subscriber is an INDIVIDUAL, and
      if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY
      PROPERTY:

     

    
      	 	 	 
	
              Print
                Name(s)

              
              

            	 	
              Social
                Security Number(s)

              
              

            
	 	 	 
	
              Signature(s)
                of Subscriber(s)

              
              

            	 	
              Signature

              
              

            
	 	 	 
	
              Date

              
              

            	 	
              Date

              
              

            


    

    


    If
      the Subscriber is a PARTNERSHIP,
      CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

     

    
      	 	 	 
	
              Name
                of Partnership,

              Corporation,
                Limited

              Liability
                Company or Trust

              
              

            	 	
              Federal
                Taxpayer

              Identification
                Number

              
              

            
	
              
              

              By: 
                

            	 	 	
              By:

            	 
	
               

              Name:

              Title:

              
              

            	 	
               

              Name:
                State of Organization

              
              

            
	 	 	 
	
              Date

              
              

            	 	
              Address

              
              

            


    

    


    PHOENIX
      INTERNATIONAL VENTURES,
      INC..

     

    By:           
_________________________________

     

                  Authorized
      Officer

     


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    
      ANNEX
        A

       

    

    CONFIDENTIAL
      PROSPECTIVE
      PURCHASER QUESTIONNAIRE

     

    THIS
      QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE UNITS
      OF
      PHOENIX INTERNATIONAL VENTURES, INC.. (THE” COMPANY”).  THIS MATERIAL
      DOES NOT CONSTITUTE AN OFFER TO SELL NOR IS IT A SOLICITATION OF AN OFFER TO
      BUY
      ANY SECURITIES. THE TERMS OF THE OFFERING WILL BE MADE SOLELY PURSUANT TO THE
      TERMS AND CONDITIONS OF THE SECURITIES PURCHASE AGREEMENT PROVIDED HEREWITH
      WHICH CONTAINS MATERIAL INFORMATION TO BE REVIEWED IN CONNECTION WITH ANY
      INVESTMENT DECISION.

     

    ACCREDITED
      INVESTOR STATUS

     

    Please
      check whether one or more of the following definitions of "Accredited Investor,"
      if any, applies to you.  If none of the following applies to you,
      please leave a blank.  Please sign in the indicated space below and
      indicate the amount of your investment and put you initials after the
      amount.

     

    
      	
                       (a)

            	
              A
                Bank as defined in Section 3(a)(2) of the Securities Act of 1933,
                as
                amended (the "1933 Act"), or any savings and loan association or
                other
                institution as defined in Section 3(a)(5)(A) of the 1933 Act whether
                acting in its individual or fiduciary capacity; any broker or dealer
                registered pursuant to Section 15 of the Securities Exchange Act
                of 1934,
                as amended (the "Exchange Act"); an insurance company as defined
                in
                Section 2(13) of the 1933 Act; an investment company registered under
                the
                Investment Company Act of 1940 or a business development company
                as
                defined in Section 2(a)(48) of that act; a Small Business Investment
                Company licensed by the U.S. Small Business Administration under
                Section
                301(c) or (d) of the Small Business Investment Act of 1958; any plan
                established and maintained by a state, or its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions
                for
                the benefit of its employees, if such plan has total assets in excess
                of
                $5,000,000; any employee benefit plan within the meaning of the Employee
                Retirement Income Security Act of 1974, if the investment decision
                is made
                by a plan fiduciary, as defined in Section 3(21) of such act, which
                is
                either a bank, savings and loan association, insurance company, or
                registered investment advisor, or if the employee benefit plan has
                total
                assets in excess of $5,000,000 or, if a self-directed plan, with
                investment decisions made solely by persons that are Accredited Investors.
                

            


    

     

    
      	
                       (b)

            	
              A
                Private Business Development Company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of 1940.


            


    

     

    
      	
                     
                (c)

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code
                or corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the securities offered,
                with total assets in excess of $5,000,000.


            


    

     

    
      	
                     
                (d)

            	
              A
                natural person whose individual net worth, or joint net worth with
                that
                person's spouse, at the time of purchase exceeds $1,000,000.
                

            


    

     

    
      	
                     
                (e)

            	
              A
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent years or joint income with that person's spouse
                in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same income level in the current year.
                

            


    

     

    
      	
                     
                (f)

            	
              Any
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the common stock, whose purchase is
                directed
                by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
                D. 

            


    

     

    
      	
                     
                (g)

            	
              Any
                entity in which all of the equity owners are Accredited Investors.
                

            


    

     

    ________________                     $_______________________                       _______

    Investor’s
      Signature                          Amount
      of
      Investment                             Initials

    


    _____________________________

    (Please
      insert name in which Securities will be

    Held;
      if
      held by a corporation, please sign below)

    


    Corporate
      Purchaser

    


    By:
      _____________________

             Name/Title


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    ANNEX
      B

     

    RISK
      FACTORS

    


    An
      investment in our securities involves
      a high degree of risk. You should carefully consider the risks described below
      and the other information in the Company’s Registration Statement on Form SB-2
      declared effective by the SEC on August 30, 2007, as well as the Company’s
      quarterly report on Form 10QSB for the quarter ended September 30, 2007, both
      of
      which are available on the SEC’s website at http:pp www.sec.gov. before
      investing in our common stock. If any such risks occur, our business, operating
      results and financial condition could be seriously harmed. The trading price
      of
      our common stock could decline due to any of these risks, and you may lose
      part
      or all of your investment.

    


    Risks
      Related To Our Business

    


    The
      Company has a
      limited operating history.

    


    The
      Company is recently organized and
      the Company's principal operating subsidiary, founded in April, 2003, has only
      a
      limited operating history upon which an evaluation of the Company and its
      prospects can be based. The Company's prospects for financial success must
      be
      considered in light of the risks, expenses and difficulties frequently
      encountered by companies in highly competitive and evolving markets, such as
      the
      defense-aerospace industry market.

    


    


    We
      may fail to
      continue as a going concern, in which event you may lose your entire investment
      in our shares. 

    


    Our
      audited financial statements have
      been prepared on the assumption that we will continue as a going concern. Our
      independent registered public accountants have indicated that in their
      respective reports relative to PAI's and Phoenix International Ventures, Inc.'s
      (“PIV”) financial statements as of December 31, 2006 that (a) as discussed in
      Note 1 to its financial statements, PIV has a loss from operations, has no
      working capital and has no revenue generating activities and (b) as discussed
      in
      Note 2 to its financial statements, PAI has working capital and stockholder
      deficits. These factors raise substantial doubt about the Company's ability
      to
      continue as a going concern. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.

    


    If
      we fail to continue in business, you
      will lose your investment in the shares you acquire in this offering.

    


    The
      Company may be
      unable to manage its growth or implement its business strategy.

    


    Although
      the Company has experienced
      significant growth in a relatively short period of time, it cannot assure you
      that the growth the Company has experienced will continue, nor can the Company
      assure you that it will be able to expand its facilities, its client base and
      markets or implement the other features of the Company's business strategy
      at
      the rate or to the extent presently planned. The Company's rapid growth to
      date
      has placed, and in the future will continue to place, a significant strain
      on
      its administrative, operational and financial resources.

     

    Our
      ability to generate revenue is
      dependent upon our success in obtaining awards for a very narrow category of
      contracts.

     

    Our
      ability to generate all of our
      revenues is dependent upon our success in obtaining awards for a very narrow
      category of aerospace and defense contracts. If we are not successful in
      receiving contracts from the U.S.government
      and/or U.S.defense
      industry contractors for any
      reason, including our failure to meet eligibility requirements, competition,
      our
      failure to perform under prior contracts, and/or changes in government and/or
      defense industry contracting policies, we would not generate sufficient revenue
      to continue in business.


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    The
      Offering price of the Units has been determined by our management.

     

    The
      Offering price of the Units was determined by our management and does not
      necessarily accurately reflect actual value of us and/or our assets, the Common
      Stock, our book value after the Offering, the market price of the Common Stock
      after the Offering or the price that may be realized upon disposition of the
      Common Stock.

     

    In
      the event that the Company fails to timely file any periodic report filings
      with
      the SEC, the Common Stock may be de-listed from the Over-The-Counter Bulletin
      Board.

     

    Pursuant
      to the Over-The-Counter Bulletin Board (“OTCBB”) rules relating to the timely
      filing of periodic reports with the SEC, any OTCBB issuer which fails to file
      a
      periodic report (Form-QSBs or 10-KSBs) by the due date of such report
      (notwithstanding any extension granted to the issuer by the filing of a Form
      12b-25), three (3) times during any twenty-four (24) month period is
      automatically de-listed from the OTC-BB.  In the event an issuer is
      de-listed, such issuer would not be eligible to be re-listed on the OTCBB for
      a
      period of one-year, during which time any subsequent late filing would reset
      the
      one year period of de-listing.  If the Company is late in its filings
      three times in any twenty-four (24) month period and is de-listed from the
      OTCBB, the Units may become worthless and investors may lose their entire
      investment.

     

    The
      Common Stock may be subject to penny stock rules, which could affect
      trading.

     

    Broker-dealer
      practices in connection with transactions in “penny stocks” are regulated by
      certain rules adopted by the SEC.  Penny stock generally are equity
      securities with a price of less than $5.00, subject to
      exceptions.  The rules require that a broker-dealer, prior to a
      transaction in a penny stock not otherwise exempt from the rules, deliver a
      standardized risk disclosure document that provides information about penny
      stocks and the risks in the penny stock market.  The broker-dealer
      also must provide the customer with current bid and offer quotations for the
      penny stock, the compensation of the broker-dealer and its salesperson in
      connection with the transaction and monthly account statements showing the
      market value of each penny stock held in the customer’ account.  In
      addition, the rules generally require that prior to a transaction in a penny
      stock, the broker-dealer must make a special written determination that the
      penny stock is a suitable investment for the purchaser and receive the
      purchaser’s written agreement to the transaction.  These disclosure
      requirements may have the effect of reducing the liquidity of penny
      stocks.  If the Company’s securities become subject to the penny stock
      rules, investors in the Offering may find it more difficult to sell their
      Units.


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    


     

    


     

    BANK
      TRANSFER DETAILS:

     

    Beneficiary:


    Phoenix
      International Ventures

    42
      Carry
      Way

    Unit
      1

    Mound
      House , NV 89706


    Banks
      Details:


    Bank
      of
      America

    600
      E.
      William St.

    Carson
      City, NV 89701

    USA


    Account
      Number:  005012641151

    ABA: 
      026009593

    SWIFT: 
      BOFAUS3N

     

      
        
           

        

        
          -15-