ABVIVA, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION

ABVIVA, INC.

SUBSCRIPTION AGREEMENT

SUBSCRIPTION # ______________

The undersigned (“ Subscriber ”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription (the “ Subscription ”) to Abviva, Inc., a Nevada corporation (the “ Company ”), in connection with a private placement by the Company of a Convertible Promissory Notes with a face value of $300,000 (the “ Note ”) and shares of the Company’s common stock (the “ Common Stock ”) at two and one-half shares for each dollar loaned (together with the Note, the “ Securities ”).

1.1           Securities Being Offered for Sale . The Company is offering the Securities, on a private placement basis, on the terms and conditions described in this Subscription Agreement. The offer of the Notes will remain open until the close of business on May 14, 2008.  All proceeds received from subscriber for the Notes offered hereby will be deposited directly with the Company for operational purposes.

The private placement is being made only to persons who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”).

1.2           Offer to Purchase . Subscriber hereby irre vocably offers to purchase the Note and tenders, to the order of Abviva, Inc., by wire transfer pursuant to the wire instructions set forth as Exhibit A hereto, U.S. dollars equaling the face value of the Note (the “ Purchase Price ”). Subscriber recognizes and agrees that (i) this subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept or to reject this Subscription in its entirety and shall have no liability for any rejection of this Subscription. This Subscription shall be deemed to be accepted by the Company only when the Company executes the Subscription Agreement.

1.3           Effect of Acceptance . Subscriber hereby acknowledges and agrees that on the Company’s acceptance of this Subscription, this Agreement shall become a binding and fully enforceable agreement between the Company and the Subscriber. As a result, on acceptance by the Company of this Subscription, Subscriber will become the record and beneficial holder of the Securities, and the Company will be entitled to the Purchase Price.

2.1           Accredited Investor. In order for the Company to issue the Securities in compliance with state and federal securities laws, the following information must be obtained regarding Subscriber’s investor status. Please initial each item applicable to you as an investor in the Company.  Subscriber is:

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(a)        A natural person whose net worth, either individually or jointly with such person’s spouse, at the time of Subscriber’s purchase, exceeds $1,000,000;

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(b)        A natural person who had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000, in each of the two most recent years and reasonably expects to reach the same income level in the current year;

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(c)        A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

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(d)        A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”);

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(e)        An insurance company as defined in section 2(13) of the Exchange Act;

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(f)        An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

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(g)        A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

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(h)        A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

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(i)        An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

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(j)        A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

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(k)        An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or a corporation, business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;

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(l)        A director or executive officer of the Company;

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(m)        A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;

         X    

(n)        An entity in which all of the equity owners qualify under any of the above subparagraphs.

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(o)         Subscriber does not qualify under any of the investor categories set forth in (a) through (n) above.

2.2           Net Worth. The term “net worth” means the excess of total assets over total liabilities. In calculating net worth, Subscriber may include the estimated fair market value of his or her principal residence as an asset.

2.3           Income . In determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

(a)          If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed:                    May 4, 2006                     .

(b)          If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (i) was not organized or reorganized for the specific purpose of acquiring the Securities and (ii) has made investments prior to the date hereof, and each beneficial owner thereof h