PROFESSIONAL SERVICES AGREEMENT
                         -------------------------------

This  PROFESSIONAL SERVICES AGREEMENT (the "AGREEMENT") is made this 22nd day of
February,  2007,  by  and  among  DIGITALFX  INTERNATIONAL,  INC.,  a  Florida
corporation (the "COMPANY"), and BOLSOVER ENDEAVOURS, party unlimited ("BOLSOVER
ENDEAVOURS").

                                    RECITALS
     A.     The  Company  and Bolsover Endeavours entered into an oral agreement
for Bolsover Endeavours to provide certain services to the Company.

     B.     The  parties  desire to enter into this Agreement to memorialize the
terms  and  conditions  of  the  foregoing  oral  agreement.

     C.     The  Company  desires  to  engage Bolsover Endeavours to provide the
Company  (i) the services of Christopher Bolsover ("PROFESSIONAL"), and (ii) the
various  sales, marketing and management services set forth herein, in each case
subject  to  the  terms  and  conditions  set  forth  in  this  Agreement.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  agree  as  follows:

                                   SECTION I.
                                 EFFECTIVE DATE

     The  effective  date  of  this  Agreement  shall  be  January  1, 2007 (the
"EFFECTIVE  DATE").

                                   SECTION II.
                                     DUTIES

     2.1     Engagement.  Bolsover  Endeavours  is hereby engaged to provide the
             ----------
services  of  Professional  and  to  provide  the services set forth herein, and
Bolsover  Endeavours hereby accepts such engagement.  The primary purpose of the
engagement  hereunder  will  be  to  assist in expanding the number of affiliate
distributors  (the  "DISTRIBUTORS")  of  the  Company  and  of Helloworld.com, a
digital  media  website  operated  by  DigitalFX Networks, LLC, a Nevada limited
liability  company  and  wholly-owned  subsidiary of the Company, and to provide
such  other  activities  as  the Company shall reasonably determine from time to
time.

     2.2     Authority.  Professional  shall  have  the  authority to incur such
             ---------
costs  and  expenses  on behalf of VMdirect, L.L.C., VMDirect UK, Ltd., VMDirect
EU,  Ltd.  and  other  foreign  subsidiaries  of  the  Company  as  subsequently
established  in  accordance  with  approved  budgets.

     2.3     Executive  Appointment.  Professional  shall  be  appointed  as the
             ----------------------
President of International Development of VMdirect, L.L.C.  Notwithstanding such
appointment,  Bolsover  Endeavours shall remain an independent consultant of the
Company  providing  services  through  Professional,  an  employee  of  Bolsover
Endeavours,  in  accordance  with  the  provisions  of  Section  VII.


<PAGE>
It shall be Professional's responsibility to manage international operations for
the  Company  for  all  countries  outside  of  North  America.

     2.4     Professional's  Responsibilities.  Without  limiting any portion of
             --------------------------------
the  foregoing,  the  parties  acknowledge  and  agree  that  Professional's
responsibilities  will  also  encompass,  but  not be limited to, the following:

          (a)     Taking  such  action  as is necessary or required to establish
and  oversee  the  operation  and  growth  of  the  Company's  activities in all
countries  outside  of  North  America  (collectively the "BOLSOVER COUNTRIES"),
including  Australia,  the United Kingdom and New Zealand which are currently in
operation.

          (b)     Taking  such  action as is necessary and required to identify,
in  consultation  with  Craig  Ellins,  four (4) additional countries outside of
North  America  (the  "INITIAL  EXPANSION  COUNTRIES") other than Australia, the
United Kingdom and New Zealand, in which Professional will establish and oversee
the  operation and growth of the Company's activies within the first twelve (12)
months  of  the  Effective  Date,  and thereafter to identify other countries in
which  Professional  will  establish and oversee the operation and growth of the
Company's  activies.

          (c)     Opening  operations  in the Initial Expansion Countries during
the  first  twelve  (12)  months after the Effective Date and thereafter opening
operations  in  additional  Bolsover Countries as validated by the Company.  The
parties  to  this  Agreement  understand  that  Professional's  ability  to open
operations  in  new  countries will be dependent upon (i) the Company making the
necessary  changes to the affiliate program as required by each targeted country
and  (ii) the Company being able to deliver a working, translated version of the
website, except if India is chosen as one of the new countries in which case the
website  shall  remain  in  English.

          (d)     Responsibility  for  obtaining regulatory documents and taking
all  action  necessary  to  legally  sell the Company's products in the Bolsover
Countries  within  the  timeframes  outlined  above.

          (e)     Professional  will have the authority to advance funds to lead
Distributors  (one per Initial Expansion Country) and pay draws up to $5,000 per
month  per  lead  Distributor  for three (3) months after the Effective Date and
prior  to that lead Distributor earning commissions in said country.  After such
three  (3)-month  period,  the  performance  of  the  lead  Distributors will be
evaluated  by  Professional  and  Craig  Ellins.

          (f)     Obtaining minimum sales of $5 million per annum, as calculated
in  January  2008 using actual sales for November and December, 2007, annualized
for the Bolsover Countries, by the end of the first twelve (12) months after the
Effective  Date.  Notwithstanding  the  foregoing,  10% of the sales required by
this  Section  2.4(f)  may  be  sales generated by Professional in North America
during  fiscal  2007.

          (g)     Obtaining  minimum  sales  of  $10  million  per  annum,  as
calculated  in  January 2009 using actual sales for November and December, 2008,
annualized  for  the  Bolsover  Countries,  by  the  end  of  the  second twelve
(12)-month  period  after  the  Effective  Date.  Notwithstanding  the


<PAGE>
foregoing,  10%  of  the  sales  required  by  this  Section 2.4(g) may be sales
generated  by  Professional  in  North  America  during  fiscal  2008.

          (h)     Obtaining  minimum  sales  of  $15  million  per  annum,  as
calculated  in January 20010 using actual sales for November and December, 2009,
annualized for the Bolsover Countries, by the end of the third twelve (12)-month
period  after  the  Effective  Date.  Notwithstanding  the foregoing, 10% of the
sales  required by this Section 2.4(h) may be sales generated by Professional in
North  America  during  fiscal  2009.

          (i)     Obtaining  the  minimum  sales  levels  set  forth in Sections
2.4(f),  (g) and (h) without incurring costs and using resources that are not in
accordance  with  the  annual  budget  for  the  Bolsover  Countries approved by
Professional and the Company.  Professional has reviewed and accepted the fiscal
2007  aggregate  sales budget developed by the Company's corporate finance staff
for the Bolsover Countries.  Professional shall revise or re-forecast the fiscal
2007  sales  budget  for  each  Bolsover  Country  as  requested by the Company.
Commencing  with  fiscal  2008,  Professional shall prepare the sales budget for
each  Bolsover Country on an annual basis or for interim periods as requested by
the  Company.

          (j)     Visiting  the  Company's  headquarters in Las Vegas, Nevada at
least  once  per  three  (3)-month  period.

          (k)     Providing  leadership  from  his  homes  in  Australia and the
United  Kingdom.

     2.5     Company's Responsibilities.  The Company (or its subsidiaries) will
             --------------------------
be  required to employ or contract with two persons in support of Professional's
activities  hereunder,  one  of  whom  will  provide  administrative  support to
Professional  from  Las  Vegas,  Nevada,  and  the  other  of  whom will provide
translation  and  communication  services  from  Australia.

                                  SECTION III.
                           USE OF AGENTS OR ASSISTANTS

     Bolsover  Endeavours  shall engage the services of any agents or assistants
which  it  may  deem  proper,  and  it may further employ, engage, or retain the
services  of  such  other persons or corporations to aid or assist in the proper
performance  of  its  duties.  The  costs  of  the  services  of  such agents or
assistants shall be chargeable to Bolsover Endeavours, and any expenses incurred
by  Bolsover  Endeavours  or  Professional in engaging such agents or assistants
shall  be  paid  by  Bolsover  Endeavours,  unless  any  such  expenditures  are
previously  approved  in  writing  by  the  Company  or  are contained within an
approved  budget.  Without  limiting  the foregoing, the parties acknowledge and
agree  that  Bolsover  Endeavours  shall  at all times use, and that the Company
specifically  requires  and  has bargained under the terms of this Agreement for
the  use  of,  Professional.

                                   SECTION IV.
                                 CONSULTING FEE

     4.1     Professional  Fee.  Bolsover  Endeavours  shall  be  granted  an
             -----------------
"affiliate  spot  or level" under which new sales to and by affiliates generated
thereunder  will  be  used for commission calculation purposes.  This affiliated
level  shall  not  be  announced  to  the  network  and  shall  be  held  in


<PAGE>
strictest  confidence.  The  Company  shall  not  pay  Professional  or Bolsover
Endeavours  commissions  in  connection  with  the  granted affiliate level.  In
consideration  for  the  services  provided  hereunder, Bolsover Endeavours will
receive,  on  a  monthly  basis,  an  amount  (the  "PROFESSIONAL FEE") equal to
$20,833.33  (USD).  The  Professional  Fee shall be paid within twenty (20) days
after  each month end.  If the commissions that would have been paid to Bolsover
Endeavours  for  the entire twelve (12)-month period under the granted affiliate
level  are  greater  than  the  Professional  Fees  during the prior twelve (12)
months,  then Bolsover Endeavours shall receive the additional compensation as a
bonus within sixty (60) days after the twelve (12)-month period has ended.  Such
bonus  shall  be  the  difference  in the amount due and owing under the granted
affiliate  level  and  the  Professional  Fee paid over the corresponding twelve
(12)-month  period.  Notwithstanding the foregoing, if commissions accrued under
the  granted  affiliate  level  exceed  the  Professional  Fee  for  three  (3)
consecutive  months,  then  Bolsover  Endeavours  shall  be  paid the difference
between  the Professional Fee and the amount accrued under the granted affiliate
level in accordance with normal and customary payments to affiliates in place at
that  time,  and  such  amounts  shall  be  excluded  from  the bonus payable to
Professional  hereunder.

     4.2     Reimbursable  Expenses.  In  addition to the foregoing, the Company
             ----------------------
shall  pay  for  business class airfare (for any flight over four (4) hours) and
reasonable hotel accommodations. Professional shall be issued a corporate credit
card  that will only be used to charge business expenses related to expenditures
made  on  behalf  of  the  Company.  The  credit  card  statement  and  required
documented  receipts  will be submitted to the Company and all approved expenses
shall  be  paid within ten (10) business days after the Company has received and
approved  the  claimed  expenditures  of  Professional on behalf of the Company.
Professional  agrees  to  provide  the  Company  with  copies and access to such
receipts  (including  copies),  ledgers,  and other records as may be reasonably
appropriate  for  the Company or its accountants to verify the amount and nature
of  any  such  expenses.

     4.3     Stock  Issuance.  Professional  shall  receive,  within  ten  (10)
             ---------------
business  days  of  the Effective Date, 10,000 shares of the common stock of the
Company  (the  "SHARES").  The  Shares  shall  be  restricted  shares within the
meaning  contemplated  under  the  Securities Act of 1933, as amended (the "1933
ACT").

     4.4     Affiliate  Level.  In  the  event  that  Professional  continues to
             ----------------
provide  services  to  the  Company  pursuant to this Agreement and the combined
annual sales in United States dollars for the Bolsover Countries equal or exceed
$15  million,  the  affiliate  level granted to Bolsover Endeavours shall become
permanent  and  shall not be affected by the termination of this Agreement.  For
the  avoidance  of doubt, upon any termination hereof, Professional shall not be
entitled  to any compensation, payment or other remuneration except as expressly
set  forth  in  Section  VI.

                                   SECTION V.
                            INVESTOR REPRESENTATIONS

     5.1     Accredited  Investor.  Professional  is  an  "accredited  investor"
             --------------------
within  the  meaning of Rule 501 of Regulation D promulgated under the 1933 Act.

     5.2     Investment  Intent.  Professional  is  acquiring the Shares for its
             ------------------
own  account,  not as nominee or agent, and not with a view to, or for resale in
connection  with,  any distribution thereof in


<PAGE>
any transaction which would be in violation of the securities laws of the United
States  or  any state thereof. By executing this Agreement, Professional further
represents  that Professional does not presently have any contract, undertaking,
agreement  or  arrangement  with  any  person  to  sell,  transfer  or  grant
participations to such person or to any third person, with respect to any of the
Shares.

     5.3     Restricted  Status.  Professional  understands that the Shares have
             ------------------
not  been  registered  under  the  1933  Act  by  reason of a specific exemption
therefrom, and that Professional must, therefore, bear the economic risk of such
investment  indefinitely, unless the Shares are registered under the 1933 Act or
unless  an  exemption  from  registration  is  available.  Professional  further
understands  that  the Shares are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired in a transaction
not  involving  a  public  offering  and  that  under  such  laws and applicable
regulations  restricted  securities may be resold without registration under the
1933  Act  only  in  certain limited circumstances, and it represents that it is
familiar  with  Rule  144  and  Rule  144A  promulgated  under  the 1933 Act, as
presently  in effect, and understands the resale limitations imposed thereby and
by  the  1933  Act.

     5.4     Sophistication.  Professional  acknowledges  that  it  (i)  has  a
             --------------
pre-existing  personal  or  business  relationship  with the Company, or (ii) by
reason  of  Professional's  business or financial experience, it is able to fend
for  itself, can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the  merits  and  risks  of  the  investment  in  the  Shares.

     5.5     Regulatory  Approval.  Professional  understands that no securities
             --------------------
administrator  of  any  state  or any other jurisdiction has made any finding or
determination  relating  to the fairness of an investment in the Shares and that
no  securities  administrator  of  any  state  or  any  other  jurisdiction  has
recommended  or  endorsed,  or  will  recommend  or endorse, the offering of the
Shares.

     5.6     No  Solicitation.  Professional  acknowledges  that  no  general
             ----------------
solicitation  or  general advertising (including communications published in any
newspaper,  magazine  or  other broadcast) has been received by Professional and
that no public solicitation or advertisement with respect to the offering of the
Shares  has  been  made  to  Professional.

     5.7     Advice  of Counsel.  Professional has relied solely upon the advice
             ------------------
of  Professional's  own tax and legal advisors with respect to the tax and other
legal  aspects  of  the  investment  in  the  Shares.

     5.8     Reliance  on  Representations.  Professional  acknowledges  that
             -----------------------------
neither  the  Company  nor  DFXN,  nor any officer, director, employee, agent or
representative  thereof, have made any representations or warranties of any kind
to Professional including representations regarding future revenues, earnings or
profits  of  the  Company  or  DFXN,  the future value of the Shares, the future
capitalization  of  the  Company or DFXN, the occurrence or timing of any public
offering  by  the  Company  or  DFXN,  the amount of future business that may be
transacted by the Company or DFXN or otherwise. Professional further understands
that  the  Company's and DFXN's success in achieving its goals and objectives in
the future and implementing its business plan cannot be predicted and is subject
to  numerous factors not within the control of the Company or DFXN. Professional
is not purchasing the Shares based upon representations, oral or written, by any
person  with  respect  to  the


<PAGE>
future  value  of,  or  income  from,  the  Shares,  or  the length of time that
Professional  will  be  required to remain as the owner of the Shares but rather
upon  an independent examination and judgment as to the prospects of the Company
or  DFXN.

     5.9     Legends.  It  is  understood  that  the certificates evidencing the
             -------
Shares may bear one or all of the following legends:


          "THE  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
          OFFERED,  SOLD, PLEDGED, HYPOTHECATED, ASSIGNED, TRANSFERRED
          OR  OTHERWISE  DISPOSED OF EXCEPT IN ACCORDANCE WITH THE ACT
          AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
          COMMISSION  THEREUNDER."

Any other legend required by applicable state securities laws.

                                   SECTION VI.
                                DEVOTION OF TIME

     6.1     Devotion  of  Time.  Professional  shall  devote  such  time to the
             ------------------
performance  of his duties under this Agreement as is reasonably necessary for a
satisfactory  performance.  Should  the  Company require additional services not
included  in  the  Agreement, Professional shall make a reasonable effort to get
such  additional  services  into  his  time  schedule  without  decreasing  the
effectiveness  of  the  performance  of  his  duties  hereunder.

     6.2     Method  for  Provision  of  Services.  Professional  shall have the
             ------------------------------------
right  to  determine the method, details, and means of performing the work to be
performed  for the Company.  The Company shall, however, be entitled to exercise
general  power  of supervision and control over the results of work performed by
Professional to assure satisfactory performance, including the right to inspect,
the  right  to stop work, the right to make suggestions or recommendations as to
the  details  of  the  work, and the right to propose modifications to the work.

     6.3     Reporting  and  Evaluation.  Professional  shall  report  to  a
             --------------------------
representative  designated  by  the  Company.  Bolsover  Endeavours acknowledges
that,  from time to time, the Company may monitor Bolsover Endeavours' employees
for  the  purpose  of  evaluating  the professionalism of such employees and the
performance  of  contracted services.  Said monitoring may be done personally or
by  mechanical,  electronic or other means.  Bolsover Endeavours hereby consents
to  such  monitoring  and  agrees  that  the  same may be undertaken without its
knowledge  and  without  further  notification  to  Bolsover  Endeavours.

     6.4     Termination.
             -----------

          (a)     Any  party  can terminate this Agreement upon thirty (30) days
prior  written  notice of termination delivered to the other party.  If Bolsover
Endeavours  terminates  this  Agreement


<PAGE>
for  any  reason  prior  to the time that combined annual sales in United States
dollars  for  the  Bolsover  Countries  equal  or  exceed  $15 million, Bolsover
Endeavours  shall  be  entitled  to  no  further  compensation or consulting fee
hereunder and shall lose the granted affiliate level.  If the Company terminates
this  Agreement for cause (as defined below), Bolsover Endeavours shall lose its
granted  affiliate  level.

          (b)     This Agreement shall terminate at the Company's option (except
for the restrictions set forth in Sections VII and IX which shall remain in full
force and effect) upon the delivery of written notice by the Company to Bolsover
Endeavours  in  the  event  of  the  occurrence  of  any  of  the following: (a)
Professional  becomes  disabled  by  accident  or  illness so as to be unable to
perform  duties  required  under  this Agreement for a period of thirty-one (31)
working  days;  (b)  the  death of Professional; (c) the Company terminates this
Agreement  "for  cause"  which,  in  the  sole  discretion of the Company, shall
include,  without limitation, (i) activities which in the reasonable judgment of
the  Company,  exercised  in  good  faith,  adversely  affect the Company or its
subsidiaries,  or  their  respective  relations  with customers or regulatory or
licensing agencies with jurisdiction thereof, (ii) any act or omission knowingly
undertaken  or omitted by Professional or Bolsover Endeavours with the intent of
causing  damage  to  the  Company  or  its  subsidiaries,  or  their  respective
properties,  assets, businesses, stockholders, officers, directors or employees;
(iii)  any  act  of  Professional  or  Bolsover  Endeavours involving a material
personal  profit  to  Professional  or  Bolsover  Endeavours, including, without
limitation,  any  fraud, misappropriation or embezzlement, involving properties,
assets  or  funds  of  the  Company  or its subsidiaries; (iv) Professional's or
Bolsover  Endeavours' material failure to perform their normal duties hereunder;
(v)  conviction  of,  or  pleading  nolo  contendere to (A) any crime or offense
involving  monies  or other property of the Company or its subsidiaries, (B) any
felony  offense;  or  (C)  any  crime  of  moral  turpitude; (vi) a violation by
Professional  or  Bolsover  Endeavours  of  any  policy  of  the  Company or its
subsidiaries,  or  of  any  law,  regulation  or regulatory policy applicable to
Professional or Bolsover Endeavours, or (vii) Professional's chronic or habitual
use  or  consumption of drugs or alcoholic beverages; (d) the failure or refusal
of  Professional,  Bolsover Endeavours or its employees, agent or subcontractors
to  comply  with any other provisions of this Agreement; and/or (e) Professional
or  Bolsover  Endeavours  fails to achieve the objectives stated herein.  If the
Agreement  is  terminated  by  the  Company pursuant to this Section 6.4(b), the
right  of  Professional to any form of compensation or consulting fee under this
Agreement  shall  cease on the date of such termination.  The Company shall have
no  further  obligation  to  Professional  under  any  of the provisions of this
Agreement.

                                  SECTION VII.
                                     STATUS

     7.1     Independent  Contractor.  Professional  shall  be  an  independent
             -----------------------
contractor  and  not  an employee of the Company under this Agreement.  Bolsover
Endeavours  and  Professional (collectively the "BOLSOVER PARTIES") shall defend
and  indemnify  the  Company, and each of its subsidiaries and/or affiliates (in
each  case,  whether  controlled  directly  or  indirectly  through  one or more
intermediaries),  and  their  respective  predecessors,  successors and assigns,
directors,  officers,  employees,  and  agents,  and  each  of  them  (each,  an
"INDEMNIFIED  PARTY")  and  hold  each  such Indemnified Party harmless from and
against  any  and  all losses, liabilities, damages, claims, suits, settlements,
third  party  costs  and  expenses,  including,  as  and when incurred, costs of
investigation,  settlement and defense and attorneys' fees, court costs, and any
interest  costs  or  penalties  arising  out


<PAGE>
of  or  relating to (i) any breach of any covenant, agreement, representation or
warranty  made by Professional or Bolsover Endeavours under this Agreement, (ii)
any  violation  of  applicable  law,  statute,  act,  rule  or  regulation  by
Professional  or Bolsover Endeavours in their respective performance of services
under  this  Agreement,  (iii)  any  act  or  omission  undertaken or omitted by
Professional  or  Bolsover  Endeavours  in  the  performance  of  their services
hereunder,  (iv)  any  and all claims for withholding of federal, state or local
income  taxes,  if  any,  and  taxes  under  Federal  Insurance Contribution Act
("FICA")  and the Federal Unemployment Taxation Act ("FUTA"), and (v) any claims
raised by any employee, contractor or other agent of Bolsover Endeavours engaged
by  Professional  or  Bolsover  Endeavours hereunder, whether or not approved by
Company.

     7.2     Taxes.  As Professional is acting as an independent contractor, the
             -----
Company shall not be responsible for any taxes, including but not limited to any
state  and  federal  taxes,  federal  income tax, payroll tax deductions, or any
necessary  required  fees,  or  unemployment  compensation,  state  industrial
insurance  system  contributions or otherwise required by the laws of the United
States  or  the  State  of  Nevada.  The  Company  shall  have  no liability and
Professional  and/or  Bolsover  Endeavours  shall be responsible for the cost of
providing  and  maintaining  insurance  of  any  type  or description, including
without  limitation  workers'  compensation  as  may  be  required by state law,
liability,  property,  business  interruption,  life  or  any  other  insurance.

     7.3     Professional  Relationship.  The  parties  shall  be  independent
             --------------------------
contractors  to  one  another,  and nothing herein shall be deemed to cause this
Agreement  to  create  an  agency,  partnership,  or  joint  venture between the
parties.  Nothing  in  this  Agreement  shall  be  interpreted  or  construed as
creating  or  establishing the relationship of employer and employee between the
Company  and  either  Bolsover  Endeavours,  Professional  or  any  employee,
subcontractor or agent of Professional and/or Bolsover Endeavours.  The Bolsover
Parties  shall  be  entirely  and solely responsible for their acts and those of
their  employees,  agents  or subcontractors while engaged in the performance of
services  hereunder.  The  Bolsover  Parties  are  not  obligated to perform any
activities  in association with the Company except as required by this Agreement
or  as  otherwise  mutually  agreed.

                                  SECTION VIII.
                                    COVENANTS

     8.1     Prior Agreements.  The Bolsover Parties agree that the terms herein
             ----------------
pertaining  to  Confidentiality, Non-Competition, Non-Disparagement, Cooperation
and  Non-Solicitation are binding and supersede previously executed agreement(s)
or  any  actual,  perceived  or  contemplated oral agreements. In the event of a
conflict  between  the  Confidentiality,  Non-Competition,  Non-Disparagement,
Cooperation  and  Non-Solicitation  provisions  of  this Agreement and any prior
agreement(s)  whether  written  or  oral, the provisions of this Agreement shall
control.  For  the avoidance of doubt, (i) any reference in this Section VIII to
the  Company  and its subsidiaries shall expressly refer to and include DFXN and
its  respective  subsidiaries, and (ii) the restrictions provided hereunder with
respect  to  Professional  shall  apply  to  Christopher  Bolsover, as if he was
expressly  referenced  herein.

     8.2     Confidentiality.  The  Bolsover  Parties  will have access to trade
             ---------------
secrets  and  confidential  information  about  the  Company,  its products, its
customers,  its  marketing  plans  and  its


<PAGE>
methods  of  doing  business. Each of the Bolsover Parties acknowledges that the
Company's  trade secrets, private or secret processes as they exist from time to
time,  and  information  concerning  products,  developments,  manufacturing
techniques,  new  product  plans,  equipment,  inventions,  discoveries,  patent
applications,  ideas, designs, engineering drawings, sketches, renderings, other
drawings,  manufacturing  and  test  data,  computer programs, progress reports,
materials,  costs, specifications, processes, methods, research, procurement and
sales  activities  and  procedures, promotion and pricing techniques, and credit
and  financial data concerning customers of the Company and its subsidiaries, as
well  as  information  relating to the management, operation, or planning of the
Company  and its subsidiaries ("PROPRIETARY INFORMATION") are valuable, special,
and  unique  assets of the Company and its subsidiaries, access to and knowledge
of  which may be essential to the performance of the Professional's duties under
this  Agreement.  In  light  of the highly competitive nature of the industry in
which  the  Company  and  its subsidiaries conduct their businesses, each of the
Bolsover  Parties  agrees  that  all  Proprietary  Information  obtained  by the
Bolsover  Parties  as  a  result  of their relationship with the Company and its
subsidiaries shall be considered confidential. In recognition of this fact, each
of  the  Bolsover  Parties agrees that such party will not, during and after the
term  of  this  Agreement,  disclose  any of such Proprietary Information to any
person  or  entity for any reason or purpose whatsoever, and such party will not
make use of any Proprietary Information for such party's own purposes or for the
benefit  of any other person or entity (except the Company and its subsidiaries)
under  any circumstances. At all times during the term of this Agreement and for
an  indefinite  period  thereafter, neither Professional nor Bolsover Endeavours
may, directly or indirectly, disclose or use any of the Proprietary Information;
provided,  that  such  party  will  not  incur  any  liability for disclosure of
information  which  (a)  is required in the course of such party's engagement by
the  Company  to be disclosed by any federal, state, or local regulatory body or
court  of competent jurisdiction; (b) is permitted to be disclosed in writing by
the Company or (c) is within the public domain or comes within the public domain
without  any  breach  of  this  Agreement. The Bolsover Parties shall return all
written material in whatever media, photographs and all other documentation made
available  or  supplied  by  the  Company  to  such  parties  and all copies and
reproductions  thereof.

     8.3     Non-Competition.
             ---------------

          (a)     In  order  to  further  protect  the  confidentiality  of  the
Proprietary  Information  and in recognition of the highly competitive nature of
the  industries  in  which  the  Company  and  its  subsidiaries  conduct  their
businesses,  and  for  the  consideration set forth herein, Professional further
agrees  as  follows:

               (i)     Restriction  on  Competition.  During  and for the period
                       ----------------------------
commencing  on  the  Effective  Date  and  ending  on the date on which Bolsover
Endeavours'  consulting  relationship  with the Company terminates, the Bolsover
Parties  will  not  directly  or  indirectly  engage  in any Business Activities
(hereinafter  defined), other than on behalf of the Company or its subsidiaries,
whether  such  engagement  is  as  an  officer,  director, proprietor, employee,
partner,  investor  (other  than  as a holder of less than 1% of the outstanding
capital  stock of a publicly-traded corporation), consultant, advisor, agent, or
other  participant,  in any geographic area in which the products or services of
the  Company  or  its  subsidiaries have been distributed or provided during the
period  of  Bolsover  Endeavours'  consulting relationship with the Company. For
purposes  of  this  Agreement,  the  term  "BUSINESS  ACTIVITIES" shall mean the
design,  development,  manufacture,  sale,  marketing,  or


<PAGE>
servicing of products similar in those offered by the Company, together with all
other  activities  engaged  in  by the Company or any of its subsidiaries at any
time  during  Bolsover Endeavours' consulting relationship with the Company, and
activities  in  any way related to activities with respect to which Professional
renders  consulting  services  under  this  Agreement.

               (ii)     Dealings with Customers  of  the Company. During and for
                        ----------------------------------------
the  period  commencing  on  the  Effective Date and ending on the date on which
Bolsover  Endeavours'  consulting  relationship with the Company terminates, the
Bolsover  Parties  will not directly or indirectly engage in any of the Business
Activities  (other  than  on  behalf  of  the  Company  or  its subsidiaries) by
supplying  products  or providing services to any customer with whom the Company
or  its  subsidiaries  have done any business during the consulting relationship
with  the  Company,  whether  as  an  officer,  director,  proprietor, employee,
partner,  investor  (other  than  as a holder of less than 1% of the outstanding
capital  stock of a publicly traded corporation), consultant, advisor, agent, or
other  participant.

               (iii)     Assistance  to  Others.  During  and  for  the  period
                         ----------------------
commencing  on  the  Effective  Date  and  ending  on the date on which Bolsover
Endeavours'  consulting  relationship  with the Company terminates, the Bolsover
Parties  will not directly or indirectly assist others in engaging in any of the
Business  Activities in any manner prohibited to the Bolsover Parties under this
Agreement.

               (iv)     Company's  Employees.  During  and  for  the  period
                        --------------------
commencing  on  the  Effective  Date  and  ending  on the date on which Bolsover
Endeavours'  consulting  relationship  with the Company terminates, the Bolsover
Parties  will  not directly or indirectly induce employees of the Company or any
of its subsidiaries or affiliates to engage in any activity hereby prohibited to
the  Bolsover  Parties  or  to  terminate  their  employment.

          (b)     The  Bolsover  Parties  understand  and  agree  that  direct
competition  means  development,  production,  promotion, or sale of products or
services  competitive  with  those  of  Company.  Indirect  competition  means
employment  by  any  competitor  or  third  party providing products or services
competing  with  Company's  products  or services, for whom the Bolsover Parties
will perform the same or similar function as the Bolsover Parties have performed
for  the  Company  during  their  engagement  with  the  Company.

     8.4     Non-Disparagement.  During the term of this Agreement and for three
             -----------------
(3)  years  thereafter,  neither  the Bolsover Parties nor Company will take any
actions  or  make any verbal or written statements which disparage the other. In
the  case  of  the  Company,  this shall include any of its affiliates, or their
respective officers, directors, shareholders, partners or employees.

     8.5     Cooperation.
             -----------

          (a)     During  the  term  of  this  Agreement  and  for two (2) years
thereafter,  (the  "COOPERATION  PERIOD"),  the  Bolsover Parties agree to fully
cooperate  with  the  Company  and  its  affiliates  during the entire scope and
duration  of  any litigation or administrative proceedings involving any matters
with  which  the Bolsover Parties were involved during their engagement with the
Company.


<PAGE>
          (b)     During  the  Cooperation Period, in the event a Bolsover Party
is contacted by parties or their legal counsel involved in litigation adverse to
the  Company or its affiliates, each Bolsover Party (i) agrees to provide notice
to  the  Company  of  such contact as soon as practicable; and (ii) acknowledges
that  any communication with or in the presence of legal counsel for the Company
(including without limitation the Company's outside legal counsel, the Company's
inside  legal counsel, and legal counsel of each related or affiliated entity of
the  Company)  shall be privileged to the extent recognized by law and, further,
that it will not do anything to waive such privilege unless and until a court of
competent jurisdiction decides that the communication is not privileged.  In the
event the existence or scope of the privileged communication is subject to legal
challenge, then the Company must either waive the privilege or pursue litigation
to protect the privilege at the Company's sole expense.

          (c)     Promptly  upon  the Company's receipt of expense statements or
vouchers  or  such  other  supporting  information as the Company may reasonably
require,  in  accordance with such reasonable practices, policies and procedures
as  the  Company  may  adopt  from time to time, the Company shall reimburse the
Bolsover  Parties  for all reasonable expenses incurred in providing services or
assistance  as  described in this Section 8.5.  The Bolsover Parties acknowledge
that  such  reimbursement is limited to costs and expenses incurred in complying
with  the  obligations  hereunder and do not include fees for services provided.

     8.6     Non-Solicitation.  During  the  Cooperation  Period,  the  Bolsover
             ----------------
Parties agree they will not, directly or indirectly, induce or attempt to induce
any  person  who  is  an  employee,  officer,  or  agent of the Company, whether
employed  directly  by  Company or as independent contractors, to terminate said
relationship.

     8.7     Regulations.  The  Bolsover Parties recognize that their efforts on
             -----------
behalf  of  the  Company  are  regulated by federal and state laws, statutes and
regulations  and  agree  to  conduct  their  activities  under this Agreement in
conformity  with  all  such  laws,  statutes  and  regulations.

     8.8     Equitable  Relief.  The  Bolsover Parties and the Company expressly
             -----------------
agree  and  understand  that  monetary damages for any breach of this Agreement,
including,  without  limitation,  this Section VIII, will be inadequate and that
the  damages  flowing  from  such  breach  are  not readily susceptible to being
measured  in  monetary  terms.  Accordingly,  it  is  acknowledged  that  either
Bolsover  Endeavours  or  the  Company shall be entitled to immediate injunctive
relief  in any court of competent jurisdiction and, if the court so permits, may
obtain  specific  performance  or a temporary or permanent order restraining any
threatened  or  further  breach  on  the  posting  of  a  minimal bond.  Nothing
contained  in  this  Section  8.8  shall be deemed to limit the Company's or the
Bolsover  Parties' remedies for any breach of this Agreement that may be pursued
or  availed.

     8.9     Survival  Beyond  Term  of Agreement.  The obligations set forth in
             ------------------------------------
this  Section  VIII  shall survive termination of this Agreement for the periods
provided  for  in  this  Section  VIII.

     8.10     Invalidity.  If  any  of  the  covenants contained in this Section
              ----------
VIII  are  determined by the final judgment of a court of competent jurisdiction
to  be unenforceable or invalid because of the geographic scope or time duration
of  such  restrictions, such provisions will be deemed retroactively modified to
provide  for the maximum geographic scope and time duration that would make such


<PAGE>
provisions  enforceable  and  valid.  However,  no such retroactive modification
will  affect  any  of  the  Company's  or the Bolsover Parties' rights hereunder
arising  out  of  the breach of any such covenant.  The parties hereby authorize
any  court  of competent jurisdiction to reform this Agreement to give effect to
the retroactive modification provisions contained in this Section 8.10.

                                   SECTION IX.
                                    PUBLICITY

     9.1     Publicity.  The  contents of this Agreement are confidential and no
             ---------
party  shall  issue  press releases or engage in other types of publicity of any
nature  dealing  with  the  legal  details  of  this Agreement without the other
party's  prior  written  consent.  However, approval of such disclosure shall be
deemed  to  be  given  to  the extent such disclosure is required to comply with
governmental rules, regulations or other government requirements.

     9.2     The Bolsover Parties Shall Refrain From Publishing Statements.  The
             -------------------------------------------------------------
Bolsover  Parties  shall  refrain from publishing any oral or written statements
about  Company,  any of its subsidiaries or affiliates, or any of such entities'
officers, directors, agents or representatives that are slanderous, libelous, or
defamatory;  or  that disclose private or confidential information about Company
or  any  of  its  subsidiaries  or affiliates, or any of such entities' business
affairs,  officers, directors, agents, or representatives; or that constitute an
intrusion  into  the  seclusion  or  private  lives  of  Company  or  any of its
subsidiaries  or  affiliates,  or  any  of  such  entities' officers, employees,
directors,  officers,  agents,  or  representatives;  or  that  give  rise  to
unreasonable  publicity  about  the  private  lives  of  Company  or  any of its
subsidiaries  or  affiliates,  or  any  of  such  entities' officers, directors,
agents,  or representatives; or that place Company or any of its subsidiaries or
affiliates,  or  any  of  such  entities'  officers,  directors,  agents,  or
representatives  in  a  false  light  before  the  public;  or that constitute a
misappropriation  of  the name or likeness of Company or any of its subsidiaries
or  affiliates,  or  any  of  such  entities'  officers,  directors,  agents, or
representatives.  A violation or threatened violation of this prohibition may be
enjoined  by the courts. The rights afforded the Company and its subsidiaries or
affiliates,  or  any  of  such  entities'  officers,  directors,  agents,  or
representatives  under  this provision are in addition to any and all rights and
remedies  otherwise  afforded  by  law.

                                   SECTION X.
                                    DISPUTES

     10.1     Jurisdiction.  The  Bolsover  Parties  and Company expressly agree
              ------------
and  understand that the dispute resolution procedures set forth in Section 10.2
for  any  breach  of  Sections  VI,  VIII  or IX will be inadequate and that the
damages  flowing  from such breach are not readily susceptible to being measured
in  monetary terms.  Accordingly, it is acknowledged that Bolsover Endeavours or
the  Company  shall  be entitled to seek immediate injunctive relief and, if the
court  so  permits,  may obtain specific performance or a temporary or permanent
order restraining any threatened or further breach of Sections VI, VIII or IX on
the  posting of a minimal bond.  Nothing contained in this Section 10.1 shall be
deemed  to  limit the Company's or the Bolsover Parties' remedies for any breach
of  this  Agreement  that may be pursued or availed of.  For any dispute arising
under  Sections  VI,  VIII  or  IX  of  this Agreement, and subject to the final
sentence  of  this Section 10.1, the parties agree to the exclusive jurisdiction
of  the  courts  of  Clark  County,  State  of  Nevada.  Any  other


<PAGE>
disputes arising under or relating to the subject matter of this Agreement shall
be  resolved  in  accordance  with Section 10.2.  Notwithstanding the above, the
Company  shall  at  its  option  have the right to invoke the dispute resolution
procedures  set forth in Section 10.2 for any breach of Sections VI, VIII or IX.

     10.2     Resolution  of  Controversies.
              -----------------------------

          (a)     Except  as  provided in Section 10.1, any dispute, controversy
or  claim  between or among two or more parties arising under or relating to the
subject  matter of this Agreement (collectively, a "DISPUTE") shall be attempted
to  be settled by the parties to such dispute, in good faith, by submitting each
such  Dispute  to  Professional,  on  the  one  hand,  and  to  a  designated
representative of the Company, on the other hand, who shall meet within ten (10)
days  as  reasonably  requested  by  either  party. If the parties are unable to
resolve  the Dispute within thirty (30) days thereafter, then such Dispute shall
be  submitted  to  arbitration  in  accordance  with  this  Section  10.2.

          (b)     Any  Dispute not resolved in accordance with this Section 10.2
shall  be  determined solely and exclusively by arbitration under, and practices
then  in  effect  of  the  American  Arbitration  Association, or any successors
thereto  ("AAA"),  in  Las  Vegas, Nevada, unless the parties otherwise agree in
writing.  The  parties  shall, in connection with such arbitration, be permitted
to  conduct  any  discovery permitted under the Nevada Rules of Civil Procedure;
provided,  however, that each party shall only be permitted to present three (3)
--------   -------
witnesses  before  the  arbitrator.  Professional  and the Company shall jointly
select  an  arbitrator.  In the event Professional and the Company fail to agree
upon  an  arbitrator  within  ten  (10)  days, then each of them shall select an
arbitrator and such arbitrators shall then select a third arbitrator to serve as
the  sole  arbitrator;  provided,  that if either party, in such event, fails to
                        --------
select an arbitrator within seven (7) days, such arbitrator shall be selected by
the  AAA  upon  application  of either party.  Within twenty (20) days after the
conclusion  of the arbitration hearing, the arbitrator shall use his or her best
efforts  to  prepare  written  findings  of  fact  and  conclusions  of  law.

          (c)     Judgment  upon  the award of the arbitrator in accordance with
this  Section 10.2 shall be final and binding and may be entered in any court of
Clark  County,  Nevada  and  in any United States federal court sitting in Clark
County,  Nevada,  and  the  parties hereby irrevocably waive any right to appeal
from  such  judgment.  Each  party  hereby  irrevocably submits to the exclusive
jurisdiction  of  such  courts  with respect to such matters.  Each party hereby
irrevocably  waives, to the fullest extent permitted by law, any objection which
it  may now or hereafter have to the laying of venue in any such suit, action or
proceeding  in  any  of  such courts or any claims that any such suit, action or
proceeding  brought in any such court has been brought in an inconvenient forum.
Each  party to this Agreement covenants not to institute any action in any court
or  before  any  other  Governmental  Entity with respect to any matter under or
relating  to  the subject matter of this Agreement other than in accordance with
this  Section  10.2.

     10.3     Situs  of  Arbitration.  Arbitration  proceedings shall be held in
              ----------------------
Clark  County,  Nevada.  The  decision  of  the arbitrator(s) shall be final and
binding  upon  the  parties hereto, and not subject to appeal.  The proceedings,
all  pleadings,  documents, correspondence and the arbitration award shall be in
English.  Judgment  upon the award or decision rendered by the arbitrator(s) may
be  rendered  in


<PAGE>
any  court  having competent jurisdiction thereof, or application may be made to
such  court  for  a judicial recognition of the award or an order of enforcement
thereof,  as  the  case  may  be.

                                   SECTION XI.
                                  MISCELLANEOUS

     11.1     Waiver.  Neither  the  failure  nor  any  delay on the part of any
              ------
party  to  exercise  any  right, remedy, power or privilege under this Agreement
shall  operate  as a waiver (express or implied) of that right, remedy, power or
privilege.  No  waiver  (express  or  implied)  of  any  right, remedy, power or
privilege  with  respect  to  any  particular occurrence shall be construed as a
waiver  of  such  right,  remedy,  power  or privilege with respect to any other
occurrence.

     11.2     Entire Agreement.  This Agreement constitutes the entire Agreement
              ----------------
of  the  parties  with  respect  to the subject matter hereof and supersedes any
preexisting  agreements between the Company and the Bolsover Parties, as well as
all  proposals,  oral  or  written,  and  all  negotiations,  conversations  or
discussions  heretofore  had  between the parties related to this Agreement. The
parties  hereto  acknowledge  they  have  not  been  induced  to enter into this
Agreement  by  any representations or statements, oral or written, not expressly
contained  herein.  The parties further acknowledge and agree that neither party
will  hereafter  claim  that  this  Agreement  has  been  altered,  modified, or
otherwise  changed  by  oral  communication  of  any  kind  or  character.

     11.3     Amendment.  This  Agreement shall not be deemed or construed to be
              ---------
modified, amended, rescinded, canceled or waived, in whole or in part, except by
written amendment signed by the parties hereto after the date of this Agreement.

     11.4     Notice.  All  notices  and  other  communications  under  or  in
              ------
connection with this Agreement shall be in writing and shall be deemed given (a)
if  delivered  personally  (including  by  overnight express or messenger), upon
delivery,  (b)  if  delivered  by  registered  or certified mail (return receipt
requested),  upon  the  earlier  of  actual  delivery  or three days after being
mailed,  or  (c)  if  given  by  telecopy,  upon confirmation of transmission by
telecopy provided a confirming copy of such notice was also mailed, in each case
to  the  parties at the following addresses or to such other address or telecopy
number  as  shall  be  specified  in  writing  by the intended recipient of such
notice:

                    If to Company:
                    DIGITALFX INTERNATIONAL, INC.
                    3035 East Patrick Lane, Suite 9
                    Las Vegas, Nevada 89120
                    Attention: Legal Department
                    Telecopier:  (702) 506-0668

                    If to a Bolsover Party:
                    BOLSOVER ENDEAVOURS
                    c/o CHRISTOPHER BOLSOVER
                    357 Mann Street
                    Gosford, New South Wales 2250
                    Australia


<PAGE>
Any  party  may  change  such  party's  address for notices by notice duly given
pursuant  to  this  Section  11.4.

     11.5     Attorneys  Fees.  In any action or proceeding to enforce the terms
              ---------------
of  this Agreement or to redress any violation of this Agreement, the prevailing
party  shall  be  entitled  to  recover as damages its attorney's fees and costs
incurred, whether or not the action is reduced to judgment.

     11.6     Governing  Law.  The  laws  of  the  State of Nevada of the United
              --------------
States  applicable  to  contracts  made or to be wholly performed there (without
giving  effect  to choice of law or conflict of law principles) shall govern the
validity,  construction, performance and effect of this Agreement, except to the
extent governed by federal law, irrespective of the fact that one or more of the
parties  now  is,  or  may become, a resident or citizen of a different state or
country.  The  parties  hereby  expressly  submit  solely  to  the  personal
          ------------------------------------------------------------------
jurisdiction  of  the  court  or  arbitral forum located in Las Vegas, County of
--------------------------------------------------------------------------------
Clark,  State  of  Nevada,  United  States of America and waive any objection or
--------------------------------------------------------------------------------
defense based on personal jurisdiction or venue that might otherwise be asserted
--------------------------------------------------------------------------------
to  proceedings  in  such  forum(s).
-----------------------------------

     11.7     Construction.  The terms and conditions of this Agreement shall be
              ------------
construed  as  a  whole  according to their fair meaning and not strictly for or
against  any party. The parties acknowledge that any rule of construction to the
effect  that ambiguities are to be resolved against the drafting party shall not
apply  in the interpretation of this Agreement. The provisions of this Agreement
shall be interpreted in a reasonable manner to give effect to the purpose of the
parties.  As  used  in this Agreement, the masculine, feminine or neuter gender,
and  the  singular or plural, shall be deemed to include the others whenever and
wherever  the  context  so  requires.

          (a)     For the purposes of this Agreement, unless the context clearly
requires,  "or"  is  not  exclusive.

          (b)     This Agreement shall not be construed for or against any party
by  reason  of  the  authorship  or alleged authorship of any provisions hereof.

          (c)     For  purposes  of  this  Agreement,  "including"  shall  mean
"including  without  limitation."

          (d)     References  to  law,  regulations and other governmental rules
shall  mean  such  laws,  regulations  and  rules  as  in  effect at the time of
determination (taking into account any amendments thereto effective at such time
without regard to whether such amendments were enacted or adopted after the date
of  this  Agreement) and shall include all successor laws, regulations and rules
thereto.

          (e)     References  to  "$"  or  "dollars"  or  "funds"  or "money" or
"monies"  or  "amounts"  or  "cash"  or other words of similar import shall mean
lawful  currency  of  the  United  States.


<PAGE>
          (f)     References  to  "Federal"  or  "federal" shall be to the laws,
agencies  or  other  attributes  of  the  United States (and not to any State or
locality  thereof).

          (g)     References  to  "days" shall mean calendar days; references to
"business  days"  shall  mean all days other than Saturday, Sunday and days that
are  legal  holidays  in  the  State  of  Nevada.

     11.8     Severability.  While  the  provisions  contained in this Agreement
              ------------
are  considered  by  the  parties  to  be reasonable in all circumstances, it is
recognized  that  provisions  of  the  nature in question may fail for technical
reasons  and,  accordingly,  it is hereby agreed and declared that if any one or
more  of  such  provisions  shall,  either by itself or themselves or taken with
others,  be  adjudged  to  be  invalid  as  exceeding  what is reasonable in all
circumstances  for  the protection of the interests of the parties, but would be
valid  if any particular restriction or provisions were deleted or restricted or
limited  in  a particular manner, then the said provisions shall apply with such
deletion,  restriction,  limitation,  reduction, curtailment, or modification as
may  be  necessary  to  make  them  valid  and  effective.

     11.9     Necessary  Action.  Each  of the parties shall do any act or thing
              -----------------
and  execute  any  or  all  documents  or  instruments  necessary  or  proper to
effectuate  the  provisions  and  intent of this Agreement.  Each of the parties
represents  and  warrants  that they have all requisite authority to execute and
perform  this  Agreement.

     11.10     Voluntary  Nature Agreement.  Each of the parties represents that
               ---------------------------
it  has carefully read and understood this Agreement, and that it is fully aware
of its legal effect and that it had an opportunity to consult with its own legal
counsel  and  tax  advisors  with  regard to this Agreement, and with respect to
Bolsover  Endeavours,  the  compensation  to  be received hereunder. Each of the
parties  acknowledges  and  agrees  that  it  is  signing this Agreement freely,
voluntarily  and  with  full  knowledge  of  its  terms  and  consequences.

     11.11     Captions  and  Headings.  The  captions and headings appearing at
               -----------------------
the  commencement of the sections of this Agreement are descriptive only and for
the  convenience  of reference and shall not define, limit or describe the scope
of  intent  of  this  Agreement,  nor  in  any  way  affect  this  Agreement.

     11.12     Counterparts.  This  Agreement  may  be  executed  in two or more
               ------------
counterparts  and  by  different  parties in separate counterparts (including by
facsimile).  All  counterparts  shall  constitute one and the same agreement (or
other document) and shall become effective when one or more counterparts of this
Agreement  have been signed by each party (including by facsimile) and delivered
to  the  other  party.

     11.13     Successors  and  Assigns.  The provisions of this Agreement shall
               ------------------------
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors  and assigns; provided that no party may assign, delegate
or  otherwise  transfer  any  of  its rights or obligations under this Agreement
without  the prior written consent of the other parties, which consent shall not
be  unreasonably  withheld.


<PAGE>
     11.14     Third-Party  Beneficiaries.  Nothing  contained in this Agreement
               --------------------------
is  intended  to  nor  shall it confer upon any person or entity, other than the
parties  hereto  and  their  respective  subsidiaries,  successors and permitted
assigns,  any  benefit,  right or remedies under or by reason of this Agreement.

     11.15     Representations  and Warranties.  The Bolsover Parties  represent
               -------------------------------
and  warrant  that  they  are  not  restricted  or  prohibited, contractually or
otherwise,  from  entering  into  and performing each of the terms and covenants
contained  in  this  Agreement, and that their execution and performance of this
Agreement  will  not violate or breach any other agreements between the Bolsover
Parties  and any other person or entity.  The Bolsover Parties further represent
and warrant that they have not, and will not in the course of their provision of
services hereunder, share, disclose or use any confidential or other proprietary
information or materials of any third party except as expressly permitted in the
course  of  their  provision  of  services  hereunder.


<PAGE>
PLEASE  READ  THIS  AGREEMENT  CAREFULLY.  YOU  ARE  ADVISED  TO CONSULT WITH AN
ATTORNEY  PRIOR  TO  EXECUTING  THIS  AGREEMENT.

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and
year set forth below.


BOLSOVER ENDEAVOURS


-------------------------------------      -------------------------------------
Christopher Bolsover                       Date


DIGITALFX INTERNATIONAL, INC.


By:
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Title:                                     Date


ACKNOWLEDGED AND AGREED:


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Christopher Bolsover                       Date