0001144204-08-071094 Sample Contracts

AGREEMENT
Securities Purchase Agreement • December 24th, 2008 • DigitalFX International Inc • Services-computer integrated systems design • New York

This Agreement (this “Agreement”) is made as of the 22nd day of December, 2008 by and between DIGITALFX INTERNATIONAL, Inc., a Florida corporation (the “Corporation”) and Mr. RICHARD KALL of 9000 Players Club Drive, Las Vegas, Nevada 89134 (“Kall”).

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DIGITALFX INTERNATIONAL, INC. SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series a 12% Cumulative Convertible Preferred Stock Purchase Agreement • December 24th, 2008 • DigitalFX International Inc • Services-computer integrated systems design • Nevada

THIS SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of December 22, 2008 (the “Effective Date”), by and among DigitalFX International, Inc., a Florida corporation, (the “Company”), and Richard Kall (the “Investor”).

AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • December 24th, 2008 • DigitalFX International Inc • Services-computer integrated systems design • New York

AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of December 22, 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 _______________________________________ (the “Investor”).

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