0001144204-08-017123 Sample Contracts

AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • March 25th, 2008 • DigitalFX International Inc • Services-computer integrated systems design • New York

AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of March 24, 2008, by and among DigitalFX International, Inc., a Florida corporation, with headquarters located at 3035 East Patrick Lane, Suite 9, Las Vegas, NV 89120 (the "Company"), and [Portside Growth and Opportunity Fund] [Highbridge International LLC] [Iroquois Master Fund, Ltd.] (the "Investor").

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