Unassociated Document


    DIGITALFX
      INTERNATIONAL, INC.

     

    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement (“Agreement”)
      is
      entered into on October __, 2008 to be effective as of the Effective Date (as
      defined below), by and between DigitalFX International, Inc., a Florida
      corporation (the “Company”),
      and
      _________________________ (“Indemnitee”).

     

    WHEREAS,
      Indemnitee’s service to the Company substantially benefits, and has benefited
      since the Effective Date, the Company;

     

    WHEREAS,
      competent and experienced individuals are reluctant to serve as directors or
      officers of corporations or in certain other capacities unless they are provided
      with adequate protection through insurance or indemnification against the risks
      of claims and actions against them arising out of such service;

     

    WHEREAS,
      Indemnitee does not regard the protection currently provided by applicable
      law,
      the Company’s governing documents and any insurance as adequate under the
      present circumstances, and Indemnitee would not have been willing to serve
      as a
      director or officer without additional protection;

     

    WHEREAS,
      in order to originally induce Indemnitee to provide services to the Company
      and/or its subsidiaries, and to induce Indemnitee to continue to provide such
      services, it is reasonable, prudent and necessary for the Company to
      contractually obligate itself to indemnify, and to advance expenses on behalf
      of, Indemnitee as permitted by applicable law, in all cases from and after
      the
      Effective Date; and

     

    WHEREAS,
      this Agreement is a supplement to and in furtherance of the indemnification
      provided in the Company’s articles of incorporation and bylaws, and any
      resolutions adopted pursuant thereto, and this Agreement shall not be deemed
      a
      substitute therefor, nor shall this Agreement be deemed to limit, diminish
      or
      abrogate any rights of Indemnitee thereunder.

     

    NOW,
      THEREFORE, the Company and Indemnitee do hereby agree as follows:

     

    1.  Definitions. 

     

    (a)  “Corporate
      Status”
      describes the status of a person who is or was a director, trustee, general
      partner, managing member, officer, employee, agent or fiduciary of the Company
      or any other Enterprise.

     

    (b)  “FBS”
means
      the Florida Business Statutes, as amended.

     

    (c)  “Disinterested
      Director”
means
      a
      director of the Company who is not and was not a party to the Proceeding in
      respect of which indemnification is sought by Indemnitee.

     

    (d)  “Effective
      Date”
means
      the date that Indemnitee first commenced services as a director, officer or
      manager of the Company or one or more of its subsidiaries. 

     

    (e)  “Enterprise”
means
      the Company and any other corporation, partnership, limited liability company,
      joint venture, trust, employee benefit plan or other enterprise of which
      Indemnitee is or was serving at the request of the Company as a director,
      trustee, general partner, managing member, officer, employee, agent or
      fiduciary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f)  “Expenses”
include
      all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
      and costs of experts, witness fees, travel expenses, duplicating costs, printing
      and binding costs, telephone charges, postage, delivery service fees, and all
      other disbursements or expenses of the types customarily incurred in connection
      with prosecuting, defending, preparing to prosecute or defend, investigating,
      being or preparing to be a witness in, or otherwise participating in, a
      Proceeding. Expenses also include (i) Expenses incurred in connection with
      any
      appeal resulting from any Proceeding, including without limitation the premium,
      security for, and other costs relating to any cost bond, supersedeas bond or
      other appeal bond or their equivalent, and (ii) for purposes of Section 12(d),
      Expenses incurred by Indemnitee in connection with the interpretation,
      enforcement or defense of Indemnitee’s rights under this Agreement or under any
      directors’ and officers’ liability insurance policies maintained by the Company.
      Expenses, however, shall not include amounts paid in settlement by Indemnitee
      or
      the amount of judgments or fines against Indemnitee.

     

    (g)  “Independent
      Counsel”
means
      a
      law firm, or a partner or member of a law firm, that is experienced in matters
      of corporation law and neither presently is, nor in the past five years has
      been, retained to represent (i) the Company or Indemnitee in any matter material
      to either such party (other than as Independent Counsel with respect to matters
      concerning Indemnitee under this Agreement, or other indemnitees under similar
      indemnification agreements), or (ii) any other party to the Proceeding giving
      rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
      the term “Independent
      Counsel”
shall
      not include any person who, under the applicable standards of professional
      conduct then prevailing, would have a conflict of interest in representing
      either the Company or Indemnitee in an action to determine Indemnitee’s rights
      under this Agreement.

     

    (h)  “Proceeding”
means
      any threatened, pending or completed action, suit, arbitration, mediation,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or proceeding, whether brought in the right of the Company or otherwise
      and whether of a civil, criminal, administrative or investigative nature,
      including any appeal therefrom, in which Indemnitee was, is or will be involved
      as a party, a potential party, a non-party witness or otherwise by reason of
      (i)
      the fact that Indemnitee is or was a director or officer of the Company, (ii)
      any action taken by Indemnitee or any action or inaction on Indemnitee’s part
      while acting as a director or officer of the Company, or (iii) the fact that
      he
      or she is or was serving at the request of the Company as a director, trustee,
      general partner, managing member, officer, employee, agent or fiduciary of
      the
      Company or any other Enterprise, in each case whether or not serving in such
      capacity at the time any liability or Expense is incurred for which
      indemnification or advancement of expenses can be provided under this
      Agreement.

     

    (i)  Reference
      to “other
      enterprises”
shall
      include employee benefit plans; references to “fines”
shall
      include any excise taxes assessed on a person with respect to any employee
      benefit plan; references to “serving
      at the request of the Company”
shall
      include any service as a director, officer, employee or agent of the Company
      which imposes duties on, or involves services by, such director, officer,
      employee or agent with respect to an employee benefit plan, its participants
      or
      beneficiaries; and a person who acted in good faith and in a manner he or she
      reasonably believed to be in the best interests of the participants and
      beneficiaries of an employee benefit plan shall be deemed to have acted in
      a
      manner “not
      opposed to the best interests of the Company”
as
      referred to in this Agreement.

     

    2.  Indemnity
      in Third-Party Proceedings.
      The
      Company shall indemnify Indemnitee in accordance with the provisions of this
      Section 2 if Indemnitee is, or is threatened to be made, a party to or a
      participant in any Proceeding, other than a Proceeding by or in the right of
      the
      Company to procure a judgment in its favor. Pursuant to this Section 2,
      Indemnitee shall be indemnified to the fullest extent permitted by applicable
      law against all Expenses, judgments, fines and amounts paid in settlement
      actually and reasonably incurred by Indemnitee or on his or her behalf in
      connection with such Proceeding or any claim, issue or matter therein, if
      Indemnitee acted in good faith and in a manner he or she reasonably believed
      to
      be in or not opposed to the best interests of the Company and, with respect
      to
      any criminal action or proceeding, had no reasonable cause to believe that
      his
      or her conduct was unlawful. 

     

    
      
         

      

      
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    3.  Indemnity
      in Proceedings by or in the Right of the Company.
      The
      Company shall indemnify Indemnitee in accordance with the provisions of this
      Section 3 if Indemnitee is, or is threatened to be made, a party to or a
      participant in any Proceeding by or in the right of the Company to procure
      a
      judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
      indemnified to the fullest extent permitted by applicable law against all
      Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
      behalf in connection with such Proceeding or any claim, issue or matter therein,
      if Indemnitee acted in good faith and in a manner he or she reasonably believed
      to be in or not opposed to the best interests of the Company. No indemnification
      for Expenses shall be made under this Section 3 in respect of any claim, issue
      or matter as to which Indemnitee shall have been adjudged by a court of
      competent jurisdiction to be liable to the Company, unless and only to the
      extent that a court of competent jurisdiction shall determine upon application
      that, despite the adjudication of liability but in view of all the circumstances
      of the case, Indemnitee is fairly and reasonably entitled to indemnification
      for
      such expenses as such court shall deem proper,
      subject
      to the right of Indemnitee under Section 8.

     

    4.  Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.
      To the
      extent that Indemnitee is a party to or a participant in and is successful
      (on
      the merits or otherwise) in defense of any Proceeding or any claim, issue or
      matter therein, the Company shall indemnify Indemnitee against all Expenses
      actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
      connection therewith. To the extent permitted by applicable law, if Indemnitee
      is not wholly successful in such Proceeding but is successful, on the merits
      or
      otherwise, in defense of one or more but less than all claims, issues or matters
      in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
      actually
      and
      reasonably incurred by Indemnitee
      or on
      Indemnitee’s behalf in connection with (a) each successfully resolved claim,
      issue or matter and (b) any claim, issue or matter related to any such
      successfully resolved claim, issuer or matter. For purposes of this Section,
      the
      termination of any claim, issue or matter in such a Proceeding by dismissal,
      with or without prejudice, shall be deemed to be a successful result as to
      such
      claim, issue or matter.

     

    5.  Indemnification
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of his or her Corporate Status, a witness in any
      Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
      to the fullest extent permitted by applicable law against all Expenses actually
      and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
      therewith.

     

    6.  Additional
      Indemnification.

     

    (a)  Notwithstanding
      any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee
      to
      the fullest extent permitted by applicable law if Indemnitee is, or is
      threatened to be made, a party to or a participant in any Proceeding (including
      a Proceeding by or in the right of the Company to procure a judgment in its
      favor) against all Expenses, judgments, fines and amounts paid in settlement
      actually and reasonably incurred by Indemnitee or on his or her behalf in
      connection with the Proceeding or any claim, issue or matter
      therein.

     

    (b)  For
      purposes of Section 6(a), the meaning of the phrase “to
      the fullest extent permitted by applicable law”
shall
      include, but not be limited to:

     

    
      
         

      

      
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    (i)  the
      fullest extent permitted by the provision of the FBS that authorize or
      contemplate additional indemnification by agreement, or the corresponding
      provision of any amendment to or replacement of the FBS; and

     

    (ii)  the
      fullest extent authorized or permitted by any amendments to or replacements
      of
      the FBS adopted after the date of this Agreement that increase the extent to
      which a corporation may indemnify its officers and directors.

     

    7.  Exclusions.
      Notwithstanding any provision in this Agreement, the
      Company shall not be obligated under this Agreement to make any indemnity in
      connection with any Proceeding (or any part of any Proceeding):

     

    (a)  for
      which
      payment has actually been made to or on behalf of Indemnitee under any statute,
      insurance policy, indemnity provision, vote or otherwise, except with respect
      to
      any excess beyond the amount paid;

     

    (b)  for
      an
      accounting or disgorgement of profits (after
      indemnitee is finally adjudged (without opportunity for further appeal))
pursuant
      to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
      provisions of federal, state or local statutory law or common law, if Indemnitee
      is held liable therefor (including pursuant to any settlement
      arrangements);

     

    (c)  for
      any
      reimbursement of the Company by Indemnitee of any bonus or other incentive-based
      or equity-based compensation or of any profits realized by Indemnitee
(after
      indemnitee is finally adjudged (without opportunity for further appeal))
from
      the
      sale of securities of the Company, as required in each case under the Securities
      Exchange Act of 1934, as amended (including any such reimbursements that arise
      from an accounting restatement of the Company pursuant to Section 304 of the
      Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
      Act”),
      or
      the payment to the Company of profits arising from the purchase and sale by
      Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
      Act),
      if Indemnitee is held liable therefor (including pursuant to any settlement
      arrangements);

     

    (d)  initiated
      by Indemnitee, including any Proceeding (or any part of any Proceeding)
      initiated by Indemnitee against the Company or its directors, officers,
      employees, agents or other indemnitees, unless (i) the Company’s board of
      directors authorized the Proceeding (or the relevant part of the Proceeding)
      prior to its initiation, (ii) the Company provides the indemnification, in
      its
      sole discretion, pursuant to the powers vested in the Company under applicable
      law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required
      by
      applicable law;
      or

     

    (e)  if
      prohibited by applicable law.

     

    8.  Advances
      of Expenses.
      The
      Company shall advance, to the extent not prohibited by law, the Expenses
      incurred by Indemnitee in connection with any Proceeding, and such advancement
      shall be made as soon as reasonably practicable, but in any event no later
      than
      sixty (60) days, after the receipt by the Company of a written statement or
      statements requesting such advances from time to time (which shall include
      invoices received by Indemnitee in connection with such Expenses but, in the
      case of invoices in connection with legal services, any references to legal
      work
      performed or to expenditure made that would cause Indemnitee to waive any
      privilege accorded by applicable law shall not be included with the invoice).
      Advances shall be unsecured and interest free and made without regard to
      Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to
      repay any advance to the extent that it is ultimately determined that Indemnitee
      is not entitled to be indemnified by the Company. This Section 8 shall not
      apply
      to any claim made by Indemnitee for which indemnity is excluded pursuant to
      this
      Agreement
      (it
      being understood and agreed that nothing in this sentence shall limit the right
      of Indemnitee to be receive advances of expenses pursuant to and in accordance
      with this Section 8.)

     

    
      
         

      

      
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    9.  Procedure
      for Notification and Defense of Claim.

     

    (a)  Indemnitee
      shall notify the Company in writing of any matter with respect to which
      Indemnitee intends to seek indemnification or advancement of Expenses as soon
      as
      reasonably practicable following the receipt by Indemnitee of written notice
      thereof. The written notification to the Company shall include a description
      of
      the nature of the Proceeding and facts known
      by
      Indemnitee to be
      underlying the Proceeding. The failure by Indemnitee to notify the Company
      will
      not relieve the Company from any liability which it may have to Indemnitee
      hereunder or otherwise than under this Agreement, and any delay in so notifying
      the Company shall not constitute a waiver by Indemnitee of any
      rights.

     

    (b)  If,
      at
      the time of the receipt of a notice of a Proceeding pursuant to the terms
      hereof or
      otherwise,
      the
      Company has director and officer liability insurance in effect, the Company
      shall give prompt notice of the commencement of the Proceeding to the insurers
      in accordance with the procedures set forth in the respective policies. The
      Company shall thereafter take all reasonably necessary or desirable action
      to
      cause such insurers to pay, on behalf of Indemnitee, all amounts payable as
      a
      result of such Proceeding in accordance with the terms of such
      policies.

     

    (c)  In
      the
      event the Company may be obligated to make any indemnity in connection with
      a
      Proceeding, the Company shall be entitled to assume
      the defense of such Proceeding
      with
      counsel approved by Indemnitee, which approval shall not be unreasonably
      withheld, upon the delivery to Indemnitee of written notice of its election
      to
      do so. After delivery of such notice, approval of such counsel by Indemnitee
      and
      the retention of such counsel by the Company, the Company will not be liable
      to
      Indemnitee for any fees or expenses of counsel subsequently incurred by
      Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s
      assumption of the defense of any such Proceeding, the Company shall be obligated
      to pay the fees and expenses of Indemnitee’s counsel to the extent (i) the
      employment of counsel by Indemnitee is authorized by the Company, (ii) counsel
      for the Company or Indemnitee shall have reasonably concluded that there is
      a
      conflict of interest between the Company and Indemnitee in the conduct of any
      such defense such that Indemnitee should
      be
      separately represented, (iii) the fees and expenses are non-duplicative and
      reasonably incurred in connection with Indemnitee’s role in the Proceeding
      despite the Company’s assumption of the defense, (iv) the Company is not
      financially or legally able to perform its indemnification obligations or (v)
      the Company shall not have retained, or shall not continue to retain, such
      counsel to defend such Proceeding
      or
      the
      Company
      shall not
      otherwise diligently pursue such Proceeding.
      Regardless of any provision in this Agreement, Indemnitee shall have the right
      to employ Indemnitee’s counsel in any Proceeding at Indemnitee’s personal
      expense. The Company shall not be entitled, without the consent of Indemnitee,
      to assume the defense of any claim brought by or in the right of the Company.
      

     

    (d)  Indemnitee
      shall give the Company such information and cooperation in connection with
      the
      Proceeding as may be reasonably appropriate.

     

    (e)  The
      Company shall not be liable to indemnify Indemnitee for any settlement of any
      Proceeding (or any part thereof) without the Company’s prior written consent,
      which shall not be unreasonably withheld.

     

    (f)  The
      Company shall have the right to settle any Proceeding (or any part thereof)
      without the consent of Indemnitee
      provided
      that such settlement contains an absolute and unconditional release of
      Indemnitee from liability and the terms thereof do not impose payment or other
      obligations on Indemnitee.

     

    
      
         

      

      
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    10.  Procedure
      upon Application for Indemnification. 

     

    (a)  To
      obtain
      indemnification, Indemnitee shall submit to the Company a written request,
      including therein or therewith such documentation and information as is
      reasonably available to Indemnitee and as is reasonably necessary to determine
      whether and to what extent Indemnitee is entitled to indemnification following
      the final disposition of such Proceeding. The
      Company shall, as soon as reasonably practicable after receipt of such a request
      for indemnification, advise the board of directors that Indemnitee has requested
      indemnification.

     

    (b)  Upon
      written request by Indemnitee for indemnification
      pursuant to Section 10(a),
      a
      determination, if required by applicable law, with respect to Indemnitee’s
      entitlement thereto shall be made in the specific case (A) by a majority vote
      of
      the Disinterested Directors, even though less than a quorum of the Company’s
      board of directors, (B) by a committee of Disinterested Directors designated
      by
      a majority vote of the Disinterested Directors, even though less than a quorum
      of the Company’s board of directors, (C) if there are no such Disinterested
      Directors or, if such Disinterested Directors so direct, by Independent Counsel
      in a written opinion to the Company’s board of directors, a copy of which shall
      be delivered to Indemnitee or (D) if so directed by the Company’s board of
      directors, by the stockholders of the Company,
      provided however, that at the request of Indemnitee, such determination shall
      be
      made by Independent Counsel.
      If it
      is so determined that Indemnitee is entitled to indemnification, payment to
      Indemnitee shall be made within ten
      (10)
      days
      after such determination. Indemnitee shall cooperate with the person, persons
      or
      entity making such determination with respect to Indemnitee’s entitlement to
      indemnification, including providing to such person, persons or entity upon
      reasonable advance request any documentation or information which is not
      privileged or otherwise protected from disclosure and which is reasonably
      available to Indemnitee and reasonably necessary to such determination. Any
      costs or expenses (including attorneys’ fees and disbursements) reasonably
      incurred by Indemnitee in so cooperating with the person, persons or entity
      making such determination shall be borne by the Company, to the extent permitted
      by applicable law.

     

    11.  Presumptions
      and Effect of Certain Proceedings.

     

    (a)  In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person, persons or entity making such determination shall, to the fullest extent
      not prohibited by law, presume that Indemnitee is entitled to indemnification
      under this Agreement if Indemnitee has submitted a request for indemnification
      in accordance with Section 10(a) of this Agreement, and the Company shall,
      to
      the fullest extent not prohibited by law, have the burden of proof to overcome
      that presumption in connection with the making by such person, persons or entity
      of any determination contrary to that presumption.

     

    (b)  The
      termination of any Proceeding or of any claim, issue or matter therein, by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or its
      equivalent, shall not (except as otherwise expressly provided in this Agreement)
      of itself adversely affect the right of Indemnitee to indemnification or create
      a presumption that Indemnitee did not act in good faith and in a manner which
      he
      or she reasonably believed to be in or not opposed to the best interests of
      the
      Company or, with respect to any criminal Proceeding, that Indemnitee had
      reasonable cause to believe that his or her conduct was unlawful.

     

    (c)  For
      purposes of any determination of good faith, Indemnitee shall be deemed to
      have
      acted in good faith to the extent Indemnitee relied in good faith on (i) the
      records or books of account of the Enterprise, including financial statements,
      (ii) information supplied to Indemnitee by the officers of the Enterprise in
      the
      course of their duties, (iii) the advice of legal counsel for the Enterprise
      or
      its board of directors or counsel selected by any committee of the board of
      directors (iv) information or records given or reports made to the Enterprise
      by
      an independent certified public accountant, an appraiser, investment banker
      or
      other expert selected with reasonable care by the Enterprise or its board of
      directors or any committee of the board of directors. The provisions of this
      Section 11(c) shall not be deemed to be exclusive or to limit in any way the
      other circumstances in which Indemnitee may be deemed to have met the applicable
      standard of conduct set forth in this Agreement.

     

    
      
         

      

      
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    (d)  Neither
      the knowledge, actions nor failure to act of any other director, officer, agent
      or employee of the Enterprise shall be imputed to Indemnitee for purposes of
      determining the right to indemnification under this Agreement.

     

    12.  Remedies
      of Indemnitee.

     

    (a)  Subject
      to Section 12(e), in the event that (i) a determination is made pursuant to
      Section 10 of this Agreement that Indemnitee is not entitled to indemnification
      under this Agreement, (ii) advancement of Expenses is not timely
      made pursuant to Section 8
      or 12(d)
      of this Agreement, (iii) no determination of entitlement to indemnification
      shall have been made pursuant to Section 10 of this Agreement within
sixty
      (60)
      days
      after receipt by the Company of the request for indemnification, (iv) payment
      of
      indemnification pursuant to this Agreement is not made (A) within ten
      (10)
      days after a determination has been made that Indemnitee is entitled to
      indemnification or (B) with respect to indemnification pursuant to Sections
      4, 5
      and 12(d) of this Agreement, within thirty (30) days after receipt by the
      Company of a written request therefor, or (v) the Company or any other person
      or
      entity takes or threatens to take any action to declare this Agreement void
      or
      unenforceable, or institutes any litigation or other action or proceeding
      designed to deny, or to recover from,
      Indemnitee
      the benefits provided or intended to be provided to Indemnitee hereunder,
      Indemnitee shall be entitled to an adjudication by a court of his or her
      entitlement to such indemnification or advancement of Expenses. Alternatively,
      Indemnitee, at his or her option, may seek an award in arbitration to be
      conducted by a single arbitrator pursuant to the Commercial Arbitration Rules
      of
      the American Arbitration Association. The
      Company shall not oppose Indemnitee’s right to seek any such adjudication or
      award in arbitration in accordance with this Agreement.

     

    (b)  Neither
      (i) the failure of the Company, its board of directors, any committee or
      subgroup of the board of directors, Independent Counsel or stockholders to
      have
      made a determination that indemnification is proper in the circumstances because
      Indemnitee has met the applicable standard of conduct, nor (ii) an actual
      determination by the Company, its board of directors, any committee or subgroup
      of the board of directors, Independent Counsel or stockholders that Indemnitee
      has not met the applicable standard of conduct, shall be a defense to the action
      or create a presumption that Indemnitee has or has not met the applicable
      standard of conduct. In the event that a determination shall have been made
      pursuant to Section 10 of this Agreement that Indemnitee is not entitled to
      indemnification, any judicial proceeding or arbitration commenced pursuant
      to
      this Section 12 shall be conducted in all respects as a de
      novo
      trial,
      or arbitration, on the merits and Indemnitee shall not be prejudiced by reason
      of that adverse determination. In any judicial proceeding or arbitration
      commenced pursuant to this Section 12, the Company shall, to the fullest extent
      not prohibited by law, have the burden of proving Indemnitee is not entitled
      to
      indemnification or advancement of Expenses, as the case may be.

     

    (c)  To
      the
      fullest extent not prohibited by law, the Company shall be precluded from
      asserting in any judicial proceeding or arbitration commenced pursuant to this
      Section 12 that the procedures and presumptions of this Agreement are not valid,
      binding and enforceable and shall stipulate in any such court or before any
      such
      arbitrator that the Company is bound by all the provisions of this Agreement.
      If
      a determination shall have been made pursuant to Section 10 of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding or arbitration commenced pursuant
      to this Section 12, absent (i) a misstatement by Indemnitee of a material fact,
      or an omission of a material fact necessary to make Indemnitee’s statements not
      materially misleading, in connection with the request for indemnification,
      or
      (ii) a prohibition of such indemnification under applicable law.

     

    
      
         

      

      
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    (d)  The
      Company shall indemnify Indemnitee against any and all Expenses and, if
      requested by Indemnitee, shall (as soon as reasonably practicable, but in any
      event no later than sixty (60) days, after receipt by the Company of a written
      request therefor) advance such Expenses to Indemnitee, that are incurred by
      Indemnitee in connection with any action for indemnification or advancement
      of
      Expenses from the Company under this Agreement or under any directors’ and
      officers’ liability insurance policies maintained by the Company, to the extent
      Indemnitee is successful in such action
      and to
      the extent not prohibited by law.

     

    (e)  Notwithstanding
      anything in this Agreement to the contrary, no determination as to entitlement
      to indemnification shall be required to be made prior to the final disposition
      of the Proceeding.

     

    13.  Contribution.
      To the
      fullest extent permissible under applicable law, if the indemnification provided
      for in this Agreement is unavailable to Indemnitee, the Company, in lieu of
      indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
      whether for Expenses, judgments, fines or amounts paid or to be paid in
      settlement, in connection with any claim relating to an indemnifiable event
      under this Agreement, in such proportion as is deemed fair and reasonable in
      light of all of the circumstances of such Proceeding in order to reflect (i)
      the
      relative benefits received by the Company and Indemnitee as a result of the
      event(s) and transaction(s) giving rise to such Proceeding; and (ii) the
      relative fault of Indemnitee and the Company (and its other directors, officers,
      employees and agents) in connection with such event(s) and
      transaction(s).

     

    14.  Non-exclusivity.
      The
      rights of indemnification and to receive advancement of Expenses as provided
      by
      this Agreement shall not be deemed exclusive of any other rights to which
      Indemnitee may at any time be entitled under applicable law, the Company’s
      articles of incorporation or bylaws, any agreement, a vote of stockholders
      or a
      resolution of directors, or otherwise. No amendment, alteration or repeal of
      this Agreement shall adversely affect any right of Indemnitee under this
      Agreement in respect of any action taken or omitted by such Indemnitee in his
      or
      her Corporate Status prior to such amendment, alteration or repeal. To the
      extent that a change in Florida law, whether by statute or judicial decision,
      permits greater indemnification or advancement of Expenses than would be
      afforded currently under the Company’s articles of incorporation and bylaws and
      this Agreement, it is the intent of the parties hereto that Indemnitee shall
      enjoy by this Agreement the greater benefits so afforded by such change, subject
      to the restrictions expressly set forth herein or therein. Except as expressly
      set forth herein, no right or remedy herein conferred is intended to be
      exclusive of any other right or remedy, and every other right and remedy shall
      be cumulative and in addition to every other right and remedy given hereunder
      or
      now or hereafter existing at law or in equity or otherwise. The assertion or
      employment of any right or remedy hereunder, or otherwise, shall not prevent
      the
      concurrent assertion or employment of any other right or remedy.

     

    15.  No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder (or for which advancement is provided
      hereunder) if and to the extent that Indemnitee has otherwise actually received
      payment for such amounts under any insurance policy, contract, agreement or
      otherwise.

     

    
      
         

      

      
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    16.  Insurance.
      To the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, trustees, general partners, managing members,
      officers, employees, agents or fiduciaries of the Company or any other
      Enterprise, Indemnitee shall be covered by such policy or policies to the same
      extent as the most favorably-insured persons under such policy or policies
      in a
      comparable position.

     

    17.  Subrogation.
      In the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.

     

    18.  Services
      to the Company.
      This
      Agreement shall not be deemed an employment contract between the Company (or
      any
      of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically
      acknowledges that any employment with the Company (or any of its subsidiaries
      or
      any Enterprise) is at will, and Indemnitee may be discharged at any time for
      any
      reason, with or without cause, with or without notice, except as may be
      otherwise expressly provided in any executed, written employment contract
      between Indemnitee and the Company (or any of its subsidiaries or any
      Enterprise), any existing formal severance policies adopted by the Company’s
      board of directors or, with respect to service as a director or officer of
      the
      Company, the Company’s articles of incorporation or bylaws or the
      FBS.

     

    19.  Successors.
      This
      Agreement shall be binding upon the Company and its successors and assigns,
      including any direct or indirect successor by purchase, merger, consolidation
      or
      otherwise to all or substantially all of the business or assets of the Company,
      and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors
      and administrators. The Company shall require and cause any successor (whether
      direct or indirect by purchase, merger, consolidation or otherwise) to all
      or
      substantially all of the business or assets of the Company, by written
      agreement, expressly to assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      if
      no such succession had taken place.

     

    20.  Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby and shall remain enforceable to the fullest extent permitted by law;
      (b)
      such provision or provisions shall be deemed reformed to the extent necessary
      to
      conform to applicable law and to give the maximum effect to the intent of the
      parties hereto; and (c) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, each portion of any Section of this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall
      be
      construed so as to give effect to the intent manifested thereby.

     

    21.  Enforcement.
      The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumed the obligations imposed on it hereby in order to induce Indemnitee
      to serve as a director or officer of the Company, and the Company acknowledges
      that Indemnitee is relying upon this Agreement in serving as a director or
      officer of the Company.

     

    22.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, oral, written and implied, between the parties hereto with
      respect to the subject matter hereof; provided,
      however,
      that
      this Agreement is a supplement to and in furtherance of the Company’s articles
      of incorporation, bylaws and applicable law.

     

    
      
         

      

      
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    23.  Modification
      and Waiver.
      No
      supplement, modification or amendment to this Agreement shall be binding unless
      executed in writing by the parties hereto. No waiver of any of the provisions
      of
      this Agreement shall constitute or be deemed a waiver of any other provision
      of
      this Agreement nor shall any waiver constitute a continuing waiver.

     

    24.  Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given if (a) delivered
      by
      hand and receipted for by the party to whom said notice or other communication
      shall have been directed, (b) mailed by certified or registered mail with
      postage prepaid, on the third business day after the date on which it is so
      mailed, or (c) mailed by reputable overnight courier and receipted for by the
      party to whom said notice or other communication shall have been
      directed:

     

    (a)  If
      to
      Indemnitee, at such address as indicated on the signature page of this
      Agreement, or such other address as Indemnitee shall provide to the
      Company.

     

    (b)  If
      to the
      Company to:

     

    DigitalFX
      International, Inc.

    3035
      East
      Patrick Lane, Suite 9

    Las
      Vegas, Nevada 89120

    Attn:
      Chief Executive Officer

     

    or
      to any
      other current address as may have been furnished to Indemnitee by the
      Company.

     

    25.  Applicable
      Law and Consent to Jurisdiction.
      This
      Agreement and the legal relations among the parties shall be governed by, and
      construed and enforced in accordance with, the laws of the State of Florida,
      without regard to its conflict of laws rules. Except with respect to any
      arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement,
      the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
      that
      any action or proceeding arising out of or in connection with this Agreement
      shall be brought only in a court of competent jurisdiction in the State of
      Florida, and not in any other state or federal court in the United States of
      America or any court in any other country, (ii) consent to submit to the
      exclusive jurisdiction of any court of competent jurisdiction in the State
      of
      Florida for purposes of any action or proceeding arising out of or in connection
      with this Agreement, (iii) appoint, to the extent such party is not otherwise
      subject to service of process in the State of Florida, National Registered
      Agents, Inc., as its agent in the State of Florida for acceptance of legal
      process in connection with any such action or proceeding against such party
      with
      the same legal force and validity as if served upon such party personally within
      the State of Florida, (iv) waive any objection to the laying of venue of any
      such action or proceeding in any court of competent jurisdiction in the State
      of
      Florida, and (v) waive, and agree not to plead or to make, any claim that any
      such action or proceeding brought in any court of competent jurisdiction in
      the
      State of Florida has been brought in an improper or inconvenient
      forum.

     

    26.  Counterparts.
      This
      Agreement may be executed in one or more counterparts (including via facsimile
      or digital image format), each of which shall for all purposes be deemed to
      be
      an original but all of which together shall constitute one and the same
      Agreement. Only one such counterpart signed by the party against whom
      enforceability is sought needs to be produced to evidence the existence of
      this
      Agreement.

     

    
      
         

      

      
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    27.  Captions.
      The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof.

     

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
      the
      day and year first above written.

     

    

      
        	 	DIGITALFX
                INTERNATIONAL, INC.
	 	 	 
	 	By:	
                 

              
	 	 	 
	 	Name:	
                 

              
	 	 	 
	 	Title:	
                 

              
	 	 	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	
                By:

              	
                 

              
	 	 	 
	 	
                Name:

              	
                 

              
	 	 	 
	 	 	 
	 	
                Address: