0001108017-08-000010 Sample Contracts

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
Subscription Agreement • January 3rd, 2008 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

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.

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Phoenix International Ventures, Inc. Carson City, Nevada 89706
Phoenix International Ventures, Inc. • January 3rd, 2008 • Ordnance & accessories, (no vehicles/guided missiles)

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.

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