Phoenix International Ventures, Inc. Carson City, Nevada 89706
0000
Xxxxxxxx Xxx
Xxxxxx
Xxxx, Xxxxxx 00000
(775)
882-9700
December
___, 2007
Xx.
Xxxxx
Xxxx, President
0000
Xxxxxxxx Xxx
Xxxxxx
Xxxx, Xxxxxx 00000
Dear
Xx.
Xxxx:
Reference
is made to that certain
Subscription Agreement (“Subscription Agreement”) for the purchase of units of
Phoenix International Ventures, Inc. (the “Company”), each comprised of two
shares of common stock and a warrant to purchase an additional share of common
stock of the Company (the “Units”). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Subscription
Agreement.
Please
confirm your acknowledgement of and agreement with the terms provided below
by
signing where indicated and delivering it, by fax, email or hand delivery,
to
the attention of the undersigned:
1. You
have
entered into a Subscription Agreement on December __, 2007 for the purchase
of
100,000 Units of the Company, at a price of $1.40 per Unit, for an aggregate
subscription amount of $140,000 (the “Subscription Amount”);
2. The
Company is currently indebted to you in the amount of $509,000;
3. By
entering into the Subscription Agreement for the purchase of 100,000 Units,
your
intention is for, and you hereby agree to, the conversion of $140,000 of such
indebtedness into equity in the Company in the form of Units, on the same terms
as all other investors executing Subscription Agreements, thereby reducing
the
total amount of the Company’s indebtedness to you to $369,000; and
4. Each
of
the acknowledgements, representations, warranties and agreements set forth
in
Section 4 of the Subscription Agreement are true and correct as of the date
hereof, and are hereby acknowledged, represented, warranted and agreed to as
if
restated herein.
| Very truly yours, | |||
| PHOENIX INTERNATIONAL VENTURES, INC. | |||
|
By:
|
/s/ Xxxx Xxxxxxxxx | ||
| Xxxx Xxxxxxxxx | |||
| Vice President | |||
| Agreed to and accepted as of the above date | |||
| /s/ Xxxxx Xxxx | |||
| Xxxxx Xxxx | |||
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