LOCK-UP LETTER AGREEMENT


Roth Capital Partners, LLC
24 Corporate Plaza
Newport Beach, CA 92660

Dear Sirs:

The  undersigned  understands  that  Roth  Capital Partners, LLC (the "Placement
Agent")  has  been  retained  by  DigitalFX  International,  Inc.,  a  Florida
corporation  (the "Company"), in connection with a Securities Purchase Agreement
(the  "Agreement")  providing for the Company's offering of shares of its common
stock  (the  "Placement") by the Placement Agent on a "best efforts" basis.  The
undersigned  recognizes that the Placement will be of benefit to the undersigned
and  will benefit the Company by, among other things, raising additional capital
for  its  operations.

As  required under the Agreement, and for other good and valuable consideration,
the  undersigned  hereby  irrevocably  agrees  that,  without  the prior written
consent  of  Kingdon  Capital  Management, LLC ("Kingdon") (which consent may be
withheld  in  its  sole  discretion),  the  undersigned  will  not,  directly or
indirectly,  (1)  offer  for  sale,  sell,  pledge (including without limitation
margin stock), establish an open "put equivalent position" within the meaning of
Rule  16a-1(h)  under  the  Securities  Exchange  Act  of  1934,  as amended, or
otherwise  dispose  of (or enter into any transaction or device that is designed
to, or could be expected to, result in the disposition by any person at any time
in  the  future  of) any shares of Common Stock, par value $0.0001 per share, of
the  Company  (the  "Common  Stock")  (including,  without limitation, shares of
Common  Stock  that may be deemed to be beneficially owned by the undersigned in
accordance  with  the  rules  and  regulations  of  the  Securities and Exchange
Commission  and  shares  of Common Stock that may be issued upon exercise of any
option  or  warrant)  or  securities convertible into or exchangeable for Common
Stock or any substantially similar securities now owned or hereafter acquired by
the  undersigned,  or  sell or grant options, rights or warrants with respect to
any  shares  of Common Stock or substantially similar securities, (2) enter into
any swap or other derivatives transaction that transfers to another, in whole or
in  part,  any  of the economic benefits or risks of ownership of such shares of
Common  Stock, whether any such transaction described in clause (1) or (2) above
is  to  be  settled  by delivery of Common Stock or other securities, in cash or
otherwise,  or (3) publicly announce an intention to affect any of the foregoing
transactions,  in each case for a period beginning on the date hereof and ending
180  days  after  the  closing  of  the  Placement.

In  furtherance  of the foregoing, the Company and its Transfer Agent are hereby
authorized  to decline to make any transfer of securities if such transfer would
constitute  a  violation  or  breach  of  this  Lock-Up  Letter  Agreement.  The
undersigned  also agrees and consents to the entry of stop transfer instructions
with  the  Company's transfer agent and registrar against the transfer of shares
of  Common  Stock  or securities convertible into or exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the foregoing
restrictions.

It  is  understood  that,  if  the  Company  notifies  the  undersigned that the
Agreement (other than the provisions thereof which survive termination) has been
terminated  prior  to  the  closing of the Placement, then the undersigned will,
upon  written  notice to the Company and Kingdon delivered after receipt of such
notice, be released from the undersigned's obligations under this Lock-Up Letter
Agreement.


<PAGE>
Roth Capital Partners, LLC
Page  2


The  undersigned  understands  that  the  Company  and  the Placement Agent will
proceed  with  the  Placement  in  reliance  on  this  Lock-Up Letter Agreement.

The  undersigned  hereby  represents  and warrants that the undersigned has full
power  and  authority to enter into this Lock-Up Letter Agreement and that, upon
request,  the  undersigned  will  execute  any additional documents necessary in
connection  with  the enforcement hereof.  This agreement is irrevocable and any
obligations  of  the  undersigned  shall  be  binding  upon  the heirs, personal
representatives,  successors,  affiliates  (within the meaning of the Securities
Act  of  1933,  as  amended),  and  assigns  of  the  undersigned.

This Lock-Up Letter Agreement shall be governed by and construed and enforced in
accordance  with  the  internal laws of the State of New York, without regard to
the  principles of conflicts of law thereof.  The undersigned hereby irrevocably
submits  to the jurisdiction of the federal and state courts located in New York
County,  New  York.   The  undersigned agrees that this Lock-Up Letter Agreement
may  be  enforced  by  specific  performance.

Very truly yours,


By:
   -----------------------------------
   Name:
   Title:


Dated:
      --------------------------------


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