8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: September 5, 2008

 (Date of earliest event reported: June 22, 2008)

PHOENIX INTERNATIONAL VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-140257	20-8018146
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

42 Carry Way, Carson City, NV	89706
(Address of principal executive offices)	(Zip Code)

(775) 882-9700

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is intended to simultaneously  satisfy the filing obligation of the registrant under any of the following  provisions:

o  Written communications pursuant to Rule 425 under the Securities Act

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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Item 2.03                      Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Between June and August 2008, Phoenix International Ventures, Inc (the “Company”) entered into promissory note arrangements with an aggregate of five Israeli investors and two Israeli corporations, pursuant to which the Company issued promissory notes for an aggregate of $237,185 in principal amount received.  The notes mature between June 21, 2009 and August 19, 2009 and bear 15% interest per annum.  Interest accrues on a monthly basis and is payable quarterly in an amount equal to the interest accrued on the balance of the Note. The interest payments commence on the third month following the issuance date for such note and shall continue every three months until the applicable maturity date.

There will be no penalties for early repayment of the notes.

In connection with the issuance of the promissory notes, the Company issued to the investors an aggregate of 13,575 shares of its common stock, as well as warrants to purchase an aggregate of 33,950 shares at prices ranging from $2.40 to $2.60 per share for a period of 2 years.

Notes for the aggregate principal amount of $155,000 were collateralized by shares of the Company’s common stock put forward by one of the Company’s shareholders.  One note in the aggregate principal amount of $70,000 was collateralized by shares put forward by the Company’s CEO, Zahir Teja.  The remaining notes were not collateralized.

The Company intends to use the proceeds for working capital.

The foregoing summary of the terms of the promissory notes, warrants and transactions  in connection therewith is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.

Item 3.02                       Unregistered Sales of Equity Securities

Between June and August 2008, the Company entered into promissory note arrangements with an aggregate of five Israeli investors and two Israeli corporations, pursuant to which the Company issued promissory notes for an aggregate of $237,185 in principal amount received, as well as an aggregate of 13,575 shares of its common stock, and warrants to purchase an aggregate of 33,950 shares at prices ranging from $2.40 to $2.60 per share for a period of 2 years.  Additional information with respect to the notes, shares and warrants is included under Item 2.03 above and is incorporated herein by reference.

The offering of the promissory notes, the shares of common stock and the warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof as a transaction by the Company not involving any public offering, the investors met the “accredited investor” criteria required by the rules and regulations promulgated under the Securities Act, there was no underwriter and no general solicitation related to the offering.

Item 9.01                        Financial Statements and Exhibits.

(d)               Exhibits

Exhibit No.	Description
4.1	Form of collateralized Promissory Note.
4.2	Form of uncollateralized Promissory Note.
4.3	Form of Warrant.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Phoenix International Ventures, Inc.
Date:  September 5, 2008	By:	/s/ Zahir Teja
		Zahir Teja
		President

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Form of collateralized Promissory Note.
4.2	Form of uncollateralized Promissory Note.
4.3	Form of Warrant.

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EX-4.1

Exhibit 4.1

Phoenix International Ventures, Inc

“Promissory Note Agreement”

NOTE AMOUNT	$
ISSUANCE DATE	__________, 2008
MATURITY DATE	__________, 2009

FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN)  hereby promises to pay______________. (the “Holder”) on  ____, 2009 (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 Agreement.

WHEREAS, the Company desires to accept finance, from the Holder, for working capital needs.

WHEREAS, the Holder desires to finance the Company 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 and shall continue every three months until the Maturity Date.

Section 1.2  Payment and repayment

Payment.

The Holder encloses herewith a check payable to, or will immediately make a wire transfer payment to, “Phoenix International Ventures, Inc.” or to its wholly owned subsidiary “Phoenix Europe Ventures, Inc” in the full amount of the Note.  The date of issuance shall be determined to be the date the funds appear in the company’s bank account.

Repayment

The Company shall pay the holder the full Note Amount of ___________ U.S. (________) on _________, 2009 (the “Maturity Date”), or earlier plus accrued and unpaid interest. There will be no penalties for early repayment.

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Article 2Incentive shares and warrants

a.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 Incentive Shares shall be issued and delivered to the Holder upon Closing. The Company hereby acknowledges that the date of consideration for the Incentive Shares is ___________, 2008. 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.

b.The Company shall grant the holder a warrant to purchase _______________ (___________) shares of common stock (the “Warrants”).  Each Warrant is exercisable for a period of two years at an exercise price that shall be equal to the closing price of the Company’s stock at the end of trading of the day of issuance or closest previous day. The Holder hereby acknowledges that he is aware that once exercised these shares are restricted under rule 144 and cannot be sold for a period of six (6) months from date of issuance.

Article 3Collateral

The Company shall cause to happen that a shareholder (the “Pledge”) shall provide free trading stock in the form of a stock certificate as collateral (Stock Based Collateral Agreement Annex A). The Stock Certificate shall be entrusted to ____________. The Pledgee shall provide letters authorizing the transfer of the shares from his name to the name of the Holder. The total amount of shares to be pledged as collateral shall be__________________ shares that are worth ______________ U.S.D. at the date of issuance. Assumption of the collateral will occur in accordance with article 4 b of this agreement and Annex A. The Holder shall receive shares in total worth equal to the amount owed to him by the company so long as they do not exceed ________________ shares. Any remainder shall be kept under the name of the Pledgee who provided the collateral.   These shares shall only be released to the holder upon a default by the Company as provided below.

Article 4Default and remedies

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

a.In case, the Company defaults on paying the quarterly interest payments as described in article 1 section 1.1. In such a case, 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 5% annual percentage rate increase. This increase shall also be applied retroactively to the date of the latest payment done by the company.

b.In case, the Company defaults on paying the whole or part of the principal on Maturity Date, the Holder may direct Mr. Arad to assume the collateral and transfer the applicable amount of collateralized shares in to the holder’s name. Concurrently, the Holder shall have the right to sell those shares up to the amount of principal and accrued and unpaid interest owed on this Note any balance shall be returned to the Pledgee.

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Article 5  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.

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

PHOENIX INTERNATIONAL VENTURES, INC.

Name:Neev Nissenson

Title:Vice President

Name:

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Annex A: Stock Based Collateral Agreement

BACKGROUND

This Stock Based Collateral Agreement (this “Agreement”), dated as of ___________, 2008, among _____________. (the “Holder”), Mr. Ilan Arad ( “Mr. Arad”) and Phoenix International Ventures, Inc., a Nevada corporation (the “Company”).

The Company has entered into a Promissory Note Agreement (“Note Agreement”), dated as of ______________, 2008, pursuant to which the Noteholder is providing the Company financial accommodations in the total amount of US $_____________.

In order to induce the Holder to provide the financial accommodations described in the Note Agreement, the Company has agreed to cause to happen a security interest in the collateral described herein to the Holder on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.The Collateral. To secure the full and punctual payment and performance of the obligations under the Note Agreement, the Company hereby submits stock certificate number P-1243 of “Phoenix International Ventures, Inc” in the amount of 60,000 shares belonging to Mr. Hans Lackner  (the “Collateral”). The Company herby represents that Mr. Lackner has agreed to provide the Company with this share certificate for the use as collateral.

2.Delivery of Collateral. The certificate representing or evidencing the Collateral shall be delivered to and held on behalf of the Holder, by Mr. Arad and shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to execute a transfer of the shares from Mr. Lackner to the Holder.

3.Representations and Warranties of the Company:

(a)the execution, delivery and performance of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to any Pledgor;

(c)that Mr. Lackner has agreed to provide the Company with this share certificate for the use as collateral.

(d)all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable and are free trading;

(e)no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the holder of any rights with respect to the Collateral

(f)there are no pending or, to the best of Company’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral;

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(g)the Company has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Holder in accordance with the terms of this Agreement;

4.Event of Default. An “Event of Default” under this Agreement shall occur upon the happening of a failure of the company to pay the principal on the day of maturity in accordance with the Note Agreement.

5.Remedies. In case an Event of Default shall have occurred and is continuing beyond any applicable grace period, the Holder may, subject to a written notice to the Company and Mr. Arad:

(a)Direct Mr. Arad to assume the collateral and order the Company’s transfer agent to  replace the collateral certificate and issue a stock certificate in the Holder’s name in the amount that satisfies the debt so long as in no case shall the amount of shares transferred exceed ___________ shares.

(b)Subject to any requirement of applicable law, sell, assign and deliver the whole or, from time to time, any part of the Collateral at the time held by the Holder, at any private sale or at public auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required by applicable law and cannot be waived), for cash or credit or for other property for immediate or future delivery, and for such price or prices and on such terms as the Pledgee in its sole discretion may determine, or as may be required by applicable law.  Any proceeds realized above the amount of principal and accrued but unpaid interest shall be returned to the Company.

6.Termination. This Stock Pledge Agreement shall terminate and be of no further force or effect upon the irrevocable repayment in full of the Obligations in the Note agreement. Without prejudice to the generality of the above, if the all of the Obligations have been satisfied, including through the conversion of the Note into common stock of the Company and/or the redemption of the Note prior to its Maturity Date (as defined therein), then Mr. Arad shall return to the Company the Stock Certificates and the blank assignment letters.

7.Miscellaneous.

(a)This Agreement constitutes the entire and final agreement among the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied except by a writing duly executed by the parties hereto.

(b)Any notice or other communication required or permitted pursuant to this Agreement shall be given in accordance with the Note Agreement.

(c)This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed an original signature hereto.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above.

PHOENIX INTERNATIONAL VENTURES INC

By:

Name: Neev Nissenson

Title: Vice President

Mr. Ilan Arad

:

Name (THE HOLDER)

:______________________

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SCHEDULE A to the Stock Based Collateral Agreement

Pledged Stock

Pledgor	Issuer	Class of Stock	Stock Certificate Number	Par Value	Number of Shares
Hans Lackner	Phoenix International Ventures Inc	Common	P1243	$0.001	60,000
	Phoenix International Ventures Inc	Common
	Phoenix International Ventures Inc	Common

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Transfer Details:

Beneficiary:

Phoenix Europe Ventures Ltd (wholly owned subsidiary of Phoenix International Ventures, Inc)

11A Yehuda Hamacabi St.

Herzliya 46762

Israel

Banks Details:

Bank Hamizrahi

Herzliya Pitucah Branch

3 Aba Eban St.

Herzliya,

Israel

Account Number: 

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EX-4.2

Exhibit 4.2

Phoenix International Ventures, Inc

“Promissory Note Agreement”

NOTE AMOUNT
ISSUANCE DATE	__________, 2008
MATURITY DATE	__________, 2009

FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN)  hereby promises to pay __________. (the “Holder”) on ____, 2009 (the “Maturity Date”), or earlier, the Note Amount of ___________ 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 Agreement.

WHEREAS, the Company desires to accept finance, from the Holder, for working capital needs.

WHEREAS, the Holder desires to finance the Company 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 and shall continue every three months until the Maturity Date.

Section 1.2 Payment and repayment

Payment.

The Holder encloses herewith a check payable to, or will immediately make a wire transfer payment to, “Phoenix International Ventures, Inc.” or to its wholly owned subsidiary “Phoenix Europe Ventures, Ltd” in the full amount of the Note.  The date of issuance shall be determined to be the date the funds appear in the company’s bank account.

Repayment

The Company shall pay the holder the full Note Amount of __________________ on _________, 2009 (the “Maturity Date”), or earlier plus accrued and unpaid interest. There will be no penalties for early repayment.

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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 Incentive Shares shall be issued and delivered to the Holder upon Closing. The Company hereby acknowledges that the date of consideration for the Incentive Shares shall be no later than ten (10) days after date of issuance. 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 case, the Company defaults on paying the quarterly interest payments as described in article 1 section 1.1. In such a case, 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 5% annual percentage rate increase. This increase shall also be applied retroactively to the date of the latest payment done by the company.

b.In case, 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 5% annual percentage rate increase. This increase shall also be applied retroactively to the date of the latest payment done 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.

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

PHOENIX INTERNATIONAL VENTURES, INC.

Name:Neev Nissenson

Title:Vice President

Name:

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EX-4.3

Exhibit 4.3

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:  ___________ 2008

Void After:  11:59 P.M., __________, 2010

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 ___________, 2008 and on or prior to ____________, 2010 (the “Exercise Date”) (with the exercise notice form annexed hereto (the “Exercise Notice”) duly executed) at the office of the Company at 42 Carry 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 $______________ 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.

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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.

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.

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* * *

IN WITNESS WHEREOF, the parties have caused this Warrant to be executed this __________ day of ____________, 2008.

PHOENIX INTERNATIONAL VENTURES, INC.

By:

Neev Nissenson, Vice President

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EXERCISE NOTICE

PHOENIX INTERNATIONAL VENTURES, INC.

Warrant No. ______

Original Issue Date:  ___________, 2008

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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