Exhibit 4.2


Phoenix International Ventures, Inc.





“Promissory Note Extension Agreement”





NOTE AMOUNT
_________ U.S. DollarISSUANCE DATE
_________, 2009MATURITY DATE
_________, 2010





FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN)  hereby promises to pay _______________. (the “Holder”) on July 20, 2010 (the “Maturity Date”),
or earlier, the Note Amount of __________ ($________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party”
to this Promissory Note Extension Agreement (the “Agreement”).





WHEREAS, on ____________ 2008, the Company accepted financing from the Holder, for working capital needs, in the Note Amount set forth above, which is due to mature on _________, 2009 (the “Old Note”); and





WHEREAS, the Holder and the Company desire to extend the maturity of the Old Note upon the terms and conditions set forth in this Agreement.





In consideration of the above recitals, the terms and covenants of this Agreement and other good and valuable consideration, including the payment of money from Holder to Company, the receipt of which is hereby acknowledged to be the date of issuance, and intending to be bound hereby, the Parties agree as follows:





Article 1Payment; Repayment; Interest





Section 1.1Interest





The Company shall pay interest on the Note Amount (“Note Amount Interest”) at the rate of fifteen percent (15%) per annum. Interest shall be accrued on a monthly basis. The Company shall make mandatory quarterly payments of interest (the “Note
Amount Interest Payments”), in an amount equal to the interest accrued on the balance of the Note. The Note Amount Interest Payments shall commence on the third month following the Issuance Date (as defined in the Old Note) and shall continue every three months until the Maturity Date.





Section 1.2                       Payment and repayment





Payment.




The principal Note Amount of the Old Note paid by the Holder in accordance with Section 1.2 of the Old Note remains the principal Note Amount of this Agreement.




-1-


Repayment





The Company shall pay the Holder the full Note Amount of _____________ ($_________) Dollars U.S. on ___________, 2010 (the “Maturity Date”), or earlier plus accrued and unpaid interest. There will be no penalties for early repayment.





Article 2Incentive shares





The Company shall issue to the Holder ______________ (______) shares of unregistered, restricted Common Stock (the “Incentive Shares”) as an incentive
for the Holder entering into this Agreement with the Company. The number of Incentive Shares issuable is determined by dividing (x) $___________, which is equal to five percent (5%) of the Note Amount, by (y), the market price of the Company’s Common Stock. For purposes of this Article, ”market price” shall be  determined by the most recent closing sale price of the shares of the Company’s Common Stock as of the date hereof. These Incentive Shares shall be issued and delivered
to the Holder within 21 days of the date hereof. The Holder herby acknowledges that he is aware that these shares are restricted under rule 144 and cannot be sold for a period of at least six (6) months from date of issuance.




Article 3Default and remedies




There shall be 2 kinds of defaults recognized under this Agreement:




a.In the event that the Company defaults on paying the quarterly interest payments as described in Article 1 Section 1.1, the Company will have a grace period of ten (10) days
in which to come up with the payment and suffer no penalty. If the Company fails to pay within the ten day period then it shall suffer from an automatic increase by 5% of the annual percentage rate. This increase shall also be applied retroactively to the date of the latest payment made by the Company.





b.In the event that the Company defaults on paying the whole or part of the principal on Maturity Date, the Company will have a grace period of ten (10) days in which to come
up with the payment and suffer no penalty. If the Company fails to pay within the ten day period then it shall suffer from an automatic increase of by 5% of the annual percentage rate. This increase shall also be applied retroactively to the date of the latest payment made by the Company.





Article 4                 Representations of Holder





a.           The Holder acknowledges that the Company is effecting this transaction pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) and that all securities (the Note, the shares and
the Warrants) will bear standard restrictive legends and may not be offered or resold absent an effective registration statement or pursuant to an exemption from the Act.





b.           The Holder represents that he is acquiring the securities for investment purposes with no intention to resell the securities.





c.           The Holder represents that they are an “accredited investor” as such term is defined under Regulation D of the Act and that they can afford the loss of their entire investment.




-2-





IN WITNESS WHEREOF, the Company has duly executed this Debenture as of the date first written above.


PHOENIX INTERNATIONAL VENTURES, INC.Name:Neev NissensonTitle:   Chief Financial OfficerName:
By:








-3-