ex102.htm


    THE
      WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN
      AND
      SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
      AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED
      DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT
      UNDER
      SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS
      RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
      TO
      THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT
      AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.

    


    PHOENIX
      INTERNATIONAL VENTURES, INC.

    FORM
      OF
      COMMON STOCK PURCHASE WARRANT

    [Warrant
      No: ______]

    Original
      Issue Date:  ____________, 2007

    Void
      After:  11:59 P.M., __________, 2009

    


     

    This
      Warrant is Issued to:

     

    ______________________________________________

     

    


     

    (hereinafter
      called the “Holder,”
which term shall include
      the Holder’s legal representatives, heirs, successors
      and assigns) by Phoenix International Ventures, Inc., a Nevada corporation
      (hereinafter referred to as the “Company”).  This
      Warrant may be transferred by the Holder only in accordance with the provisions
      of Section 11.

     

    1.           
      Exercise of
      Warrant.  For value received and subject to the terms and
      conditions hereinafter set forth, the Holder is entitled, upon surrender of
      this
      Warrant at any time on or after ________, 2007 and on or prior to __________,
      2009 (the “Exercise
      Date”) (with the exercise notice form annexed hereto (the “Exercise Notice”) duly
      executed) at the office of the Company at 2201 Lockheed Way, Carson City, Nevada
      89706, or such other office in the United States of which the Company shall
      notify the Holder hereof in writing, to purchase from the Company, at the
      purchase price hereinafter specified (as adjusted from time to time, the “Exercise Price”), up to
      _____________ shares (the “Warrant Shares”) (as adjusted
      from time to time) of the Common Stock, $0.001 par value per share, of the
      Company (the “Common
      Stock”).  The initial Exercise Price shall be $1.00 per
      share.

     

    2.           
      Issuance of Stock
      Certificates.  As promptly as practicable after surrender of
      this Warrant and receipt of payment of the Exercise Price, the Company shall
      issue and deliver to the Holder a certificate or certificates for the Warrant
      Shares purchased hereunder, in certificates of such denominations and in such
      names as the Holder may specify.

     

    3.           
      Payment of Exercise
      Price.  Payment of the Exercise Price shall be made by check
      made payable to the order of the Company or wire transfer of immediately
      available funds to a bank account designated by the Company.

     


    
      
         

      

      
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    4.           
      Limitation on
      Exercise.  Notwithstanding anything to the contrary contained
      herein, the number of Warrant Shares that may be acquired by the Holder upon
      any
      exercise of this Warrant (or otherwise in respect hereof) shall be limited
      to
      the extent necessary to insure that, following such exercise (or other
      issuance), the total number of shares of Common Stock then beneficially owned
      by
      such Holder and its affiliates and any other persons whose beneficial ownership
      of Common Stock would be aggregated with the Holder’s for purposes of Section
      13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued
      and outstanding shares of Common Stock (including for such purpose the shares
      of
      Common Stock issuable upon such exercise).  For such purposes,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated thereunder.

     

    5.           
      Adjustment for
      Dividends, Distributions, Subdivisions, Combinations, Mergers, Consolidations
      or
      Sale of Assets.

     

    5.1           
      Manner of
      Adjustment.

     

    (a)           
      Stock Dividends,
      Distributions or Subdivisions.  In the event the Company shall
      issue shares of Common Stock in a stock dividend, stock distribution or
      subdivision, the Exercise Price in effect immediately before such stock
      dividend, stock distribution or subdivision shall, concurrently with the
      effectiveness of such stock dividend, stock distribution or subdivision, be
      proportionately decreased and the number of shares of Common Stock purchasable
      by exercise of this Warrant shall be proportionately increased.

     

    (b)           
      Combinations or
      Consolidations.  In the event the outstanding shares of Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      into
      a lesser number of shares of Common Stock, the Exercise Price in effect
      immediately prior to such combination or consolidation shall, concurrently
      with
      the effectiveness of such combination or consolidation, be proportionately
      increased and the number of shares of Common Stock purchasable by exercise
      of
      this Warrant shall be proportionately decreased.

     

    (c)           
      Adjustment for
      Reclassification, Exchange or Substitution.  In the event that
      the class of securities issuable upon the exercise of this Warrant shall be
      changed into the same or a different number of shares of any class or classes
      of
      stock, whether by capital reorganization, reclassification or otherwise (other
      than any event addressed by Sections 5.1(a), 5.1(b) or 5.1(d)), then and in
      each
      such event the Holder shall have the right thereafter to exercise this Warrant
      for the kind and amount of shares of stock and other securities and property
      receivable upon such reorganization, reclassification, or other change, by
      holders of the number of shares of the class of securities into which such
      Warrant might have been exercisable for immediately prior to such
      reorganization, reclassification, or change, all subject to further adjustment
      as provided herein.

     

    (d)           
      Adjustment for Merger,
      Consolidation or Sale of Assets.  In the event that the Company
      shall merge or consolidate with or into another entity or sell all or
      substantially all of its assets, this Warrant shall thereafter be exercisable
      for the kind and amount of shares of stock or other securities or property
      to
      which a holder of the number of shares of Common Stock of the Company
      deliverable upon exercise of this Warrant would have been entitled upon such
      consolidation, merger or sale; and, in such case, appropriate adjustment (as
      determined in good faith by the Company’s Board of Directors) shall be made in
      the application of the provisions set forth in this Section 5 with respect
      to the rights and interest thereafter of the Holder of this Warrant, to the
      end
      that the provisions set forth in this Section 5 shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of stock
      or other property thereafter deliverable upon the exercise of this
      Warrant.

     


    
      
         

      

      
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    5.2           
      Certificate as to
      Adjustments.  Upon the occurrence of each adjustment or
      readjustment of the Exercise Price pursuant to this Section 5, the Company
      at its expense shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and furnish to the Holder a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based.

     

    5.3           
      Closing of
      Books.  The Company shall at no time close its transfer books
      against the transfer of any shares of Common Stock issued or issuable upon
      the
      exercise of this Warrant in any manner which interferes with the timely and
      proper issuance of such shares.

     

    6.           
      Covenants of the
      Company.  During the period within which the rights represented
      by this Warrant may be exercised, the Company shall at all times have authorized
      and reserved for the purpose of issue upon exercise of the rights evidenced
      hereby, a sufficient number of shares of the class of securities issuable upon
      exercise of this Warrant to provide for the exercise of such
      rights.  All securities which may be issued upon the exercise of the
      rights represented by this Warrant shall, upon issuance, be duly authorized,
      validly issued, fully paid and non-assessable and free from all taxes, liens
      and
      charges with respect to the issue thereof.  Upon surrender for
      exercise, this Warrant shall be canceled and shall not be reissued; provided, however,
      that upon
      the partial exercise hereof a substitute Warrant of like tenor and date
      representing the rights to subscribe for and purchase any such unexercised
      portion hereof shall be issued.

     

    7.           
      No Rights as
      Shareholder Until Exercise.  This Warrant shall not entitle the
      Holder to any voting rights or any other rights as a stockholder of the Company
      but upon presentation of this Warrant with the Exercise Notice duly executed
      and
      the tender of payment of the Exercise Price at the office of the Company
      pursuant to the provisions of this Warrant, the Holder shall forthwith be deemed
      a stockholder of the Company in respect of the securities for which the Holder
      has so subscribed and paid.

     

    8.           
      No Change
      Necessary.  The form of this Warrant need not be changed
      because of any adjustment in the Exercise Price or in the number of shares
      issuable upon its exercise.  A Warrant issued after any adjustment or
      any partial exercise or upon replacement may continue to express the same
      Exercise Price and the same number of shares (appropriately reduced in the
      case
      of partial exercise) as are stated on this Warrant as initially issued, and
      that
      Exercise Price and that number of shares shall be considered to have been so
      changed as of the close of business on the date of adjustment.

     

    9.           
      Addresses for
      Notices.  All notices, requests, consents and other
      communications hereunder shall be in writing, either delivered in hand or mailed
      by registered or certified mail, return receipt requested, or sent by facsimile,
      and shall be deemed to have been duly made when delivered:

     

    If
      to the
      Holder, to the Holder’s address as shown on the books of the Company; or

     

    If
      to the
      Company, to the address set forth on the first page of this Warrant.

     

    10.           
      Substitution.  In
      the case this Warrant shall be mutilated, lost, stolen or destroyed, the Company
      shall issue a new Warrant of like tenor and denomination and deliver the same
      (a) in exchange and substitution for and upon surrender and cancellation of
      any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen or
      destroyed, upon receipt of evidence satisfactory to the Company of the loss,
      theft, or destruction of such Warrant (including, without limitation, a
      reasonably detailed affidavit with respect to the circumstances of any loss,
      theft or destruction), and of indemnity (or, in the case of the initial Holder
      or any other institutional holder, an indemnity agreement) satisfactory to
      the
      Company.

     


    
      
         

      

      
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    11.           
      Transfer
      Restrictions.  This Warrant shall not be transferable by the
      Holder and shall be exercisable only by the Holder.  Without the prior
      written consent of the Company, the Warrant shall not be assigned, pledged
      or
      hypothecated in any way (whether by operation of law or otherwise) and shall
      not
      be subject to execution, attachment or similar process.  Any attempted
      transfer, assignment, pledge, hypothecation or other disposition of the Warrant
      or of any rights granted hereunder contrary to the provisions of this Section
      11, or the levy of any attachment or similar process upon the Warrant or such
      rights, shall be null and void.

     

    12.           
      Taxes.  The
      Company makes no representation about tax treatment to the Holder with respect
      to receipt or exercise of the Warrant or acquiring, holding or disposing of
      the
      Warrant Shares, and the Holder represents that the Holder has had the
      opportunity to discuss such treatment with the Holder’s tax advisers.

     

    13.           
      Remedies.  Each
      party stipulates that the remedies at law in the event of any default or
      threatened default by the other party in the performance or compliance with
      any
      of the terms of this Warrant are and shall not be adequate, and that such terms
      may be specifically enforced by a decree for that specific performance of any
      agreement contained herein or by an injunction against a violation of any of
      the
      terms hereof or otherwise.

     

    14.           
      Governing
      Law.  This Warrant shall be construed and enforced in
      accordance with, and governed by, the laws of the State of New York without
      regard to its principles of conflicts of laws.

     

    15.           
      Miscellaneous.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the Holder and the Company.

     

    


     

    [Remainder
      of page intentionally left blank.]

     

    


     


    
      
         

      

      
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    *
      *
      *

     

    IN
      WITNESS WHEREOF, the parties have caused this Warrant to be executed this ___
      day of _____________, 2007.

     

    
      
        	 	
                PHOENIX
                  INTERNATIONAL VENTURES, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Neev
                Nissenson	 
	 	 	Neev
                Nissenson	 
	 	 	Vice
                President	 
	 	 	 	 


      

    

     


    
      
         

      

      
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    EXERCISE
      NOTICE

    


    PHOENIX
      INTERNATIONAL VENTURES, INC.

    


    Warrant
      No. ______

    Original
      Issue Date:  ______________, 2007


    Ladies
      and Gentlemen:

    


    (1)           
      The undersigned hereby elects to exercise the above-referenced Warrant with
      respect to ____________ shares of Common Stock. Capitalized terms used herein
      and not otherwise defined herein have the respective meanings set forth in
      the
      Warrant.

      

    (2)           
      The holder shall pay the sum of $____________ to the Company in accordance
      with
      the terms of the Warrant.

    


    (4)           
      Pursuant to this Exercise Notice, the Company shall deliver to the Holder the
      number of Warrant Shares determined in accordance with the terms of the
      Warrant.


    (5)           
      By its delivery of this Exercise Notice, the undersigned represents and warrants
      to the Company that in giving effect to the exercise evidenced hereby the Holder
      will not beneficially own in excess of the number of shares of Common Stock
      (as
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 4 of this Warrant to which this notice
      relates.

    


    


    


    HOLDER:

    


    


    (Print
      name)

    


    By:         
      

    


    Title:

    



    
      
         

      

      
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