Unassociated Document


    FRAMEWORK
      AGREEMENT

    


    This
      Framework Agreement (this “Agreement”)
      is
      made as of the 15th day of October, 2008, among DIGITALFX INTERNATIONAL, INC.,
      a
      Florida corporation (the “Corporation”),
      RICHARD H. KALL (“Kall”),
      CRAIG
      ELLINS (“Ellins”)
      and
      AMY BLACK (“Black”).

     

    WHEREAS,
      Portside Growth and Opportunity Fund, Highbridge International LLC and Iroquois
      Master Fund, Ltd. (the “Investors”)
      and
      the Corporation are parties to that certain Securities Purchase Agreement,
      dated
      as of November 29, 2007 (the “Original
      Securities Purchase Agreement”),
      as
      amended by that certain Amendment and Exchange Agreement dated as of March
      24,
      2008 (the “Amendment
      and Exchange Agreement”
and
      together with the Original Securities Purchase Agreement, the “Amended
      Agreement”);
      and

     

    WHEREAS,
      an Event of Default has occurred under the Amended Agreement by reason of the
      occurrence of one or more Financial Covenant Failures with respect to the
      Corporation’s Fiscal Quarter ended June 30, 2008; and

     

    WHEREAS,
      Kall has negotiated the terms of separate agreements with each of the Investors
      (each, a “Note
      Purchase Agreement”),
      pursuant to which he will purchase from the Investors $350,000 of the aggregate
      unpaid principal amount of the Notes held by the Investors in consideration
      for,
      among other things, the Investors’ forbearance for a period of 30 days starting
      the date of closing of the Note Purchase Agreements from enforcing any rights
      regarding redemption of the Notes that may have arisen by reason of the
      aforementioned Financial Covenant Failures; and

     

    WHEREAS,
      Kall has advised the Corporation that he would be willing to consummate the
      Note
      Purchase Agreements, accept an appointment to the Board, and serve in the
      capacities of Chairman of the Board and Chief Executive Officer of the
      Corporation in accordance with the terms, and subject to the conditions
      hereinbelow set forth; and

     

    WHEREAS,
      Ellins, the current Chairman of the Board and Chief Executive Officer of the
      Corporation, has agreed to resign from the Board and executive positions he
      holds with the Corporation in accordance with such terms, and subject to the
      conditions set forth in a separate agreement that Kall and Ellins have executed;
      and

     

    WHEREAS,
      the Corporation acting through its Board has expressed a willingness to accept
      such resignations and, subject to the review and consideration of all pertinent
      facts by the existing Board, to appoint Kall as Chairman and Chief Executive
      Officer pursuant to the terms, and subject to the conditions set forth in this
      Agreement; and

     

    WHEREAS,
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings ascribed to them in the Original Securities Purchase
      Agreement, the Amendment and Exchange Agreement or any other Transaction
      Document, as applicable, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the premises, and the mutual terms and conditions
      hereinbelow set forth, the Parties agree, as follows:

     

    ARTICLE
      I

     

    CONSTRUCTION
      AND DEFINED TERMS

    


    1.01 Articles
      and Sections.
      The
      Article and Section headings and captions in this Agreement are for convenience
      only and shall not affect the construction or interpretation of this Agreement.
      The references in this Agreement to Articles and Sections shall be read as
      Articles or Sections of this Agreement unless otherwise specifically
      provided.

     

    1.02 Defined
      Terms.
      Unless
      otherwise expressly stated in this Agreement, capitalized terms used in this
      Agreement shall have the following meanings:

    


    “Affiliate”
means
      any Person who controls, is controlled by, or is under common control with,
      another Person. 

     

    “Board”
means
      the Board of Directors of the Corporation.

     

    “Definitive
      Board Meeting”
means
      the Board meeting that will take place for the purpose of approving this
      Agreement and all corporate actions required by this Agreement.

     

    “Director”
      or “Directors”
means
      a
      member or members of the Board, as applicable.

     

    “Kall
      Nominee”
means
      the Person designated by Kall to serve on the Board.

     

    “Party”
means
      any of the Corporation, Kall, Ellins or Black considered individually as the
      context may require, and “Parties”
means
      all of them considered together.

     

    “Person”
means
      any natural person, corporation, limited liability company, partnership, joint
      venture, entity, association, joint-stock company, trust or unincorporated
      organization and any governmental authority.

     

    ARTICLE
      II

     

    THE
      NOTE PURCHASE AGREEMENTS

    


    2.01 Execution
      and Closing of the Note Purchase Agreements.
      Kall
      covenants and agrees that, subject to the satisfaction of the conditions set
      forth in Section 2.02 hereof on or before October 22, 2008, he shall effectuate
      a closing of the Note Purchase Agreements not later than said date.

     

    2.02 Conditions
      Precedent to Kall’s Consummation of the Note Purchase Agreements.
      The
      obligation of Kall to execute the Note Purchase Agreements and to close the
      transactions contemplated therein and thereby, including Kall’s purchase of
      $350,000 of the aggregate unpaid principal amount of the Notes held by the
      Investors, shall be subject to the satisfaction of each of the following
      conditions:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a) Ellins
      shall have tendered his written resignation, effective on the date of closing
      of
      the Note Purchase Agreements, as Chairman of the Board, as Chief Executive
      Officer of the Corporation and with respect to any other position that he may
      hold as a manager, director and/or executive officer of any of the Corporation’s
      subsidiaries. A copy of the form of such resignation is annexed hereto as
      Exhibit A.

     

    (b) Black
      shall have tendered her written resignation, effective not later than two days
      after the date of closing of the Note Purchase Agreements, as President of
      VM
      Direct, LLC, a subsidiary of the Corporation and with respect to any other
      position that she may hold as a manager, director and/or executive officer
      of
      any of the Corporation’s other subsidiaries. A copy of the form of such
      resignation is annexed hereto as Exhibit B.

     

    (b) Kevin
      R. Keating and Jerry Haleva (together with Ellins, the “Resigning
      Directors”)
      shall
      have tendered their written resignations as Directors, effective at the
      conclusion of the Definitive Board Meeting or on the date of closing of the
      Note
      Purchase Agreements, whichever shall occur last. A copy of the form of such
      resignation is annexed hereto as Exhibit C.

     

    (c) The
      Board
      shall adopt resolutions at the Definitive Board Meeting, such resolutions to
      be
      effective upon conclusion of the Definitive Board Meeting or on the date of
      closing of the Note Purchase Agreements, whichever shall occur
      last:

     

    (i) reducing
      the size of the Board to three Directors;

     

    (ii) filling
      the vacancy on the Board resulting from the resignations of the Resigning
      Directors by appointing (x) Kall as Chairman of the Board and Chief Executive
      Officer of the Corporation, and (y) provided that the Kall Nominee possesses
      credentials acceptable to the Board and is qualified to serve as a Director
      and
      member of an audit committee in accordance with applicable SEC rules and
      American Stock Exchange listing requirements, appointing the Kall Nominee as
      a
      Director.

     

    ARTICLE
      III

     

    TERMINATION
      OF ELLINS’ AND BLACK’S EMPLOYMENT;

    EXCHANGE
      OF RELEASES

    


    3.01 Exchange
      of Releases.
      On the
      effective dates of each of the above-mentioned resignations to be tendered
      by
      Ellins and Black, the Corporation shall enter into separation and release
      agreements with each of them: (a) providing, among other things, that neither
      of
      them shall be entitled to receive any salary, severance payments or other
      compensation (other than reimbursement of expenses that they shall have incurred
      prior to the respective dates of termination of their employment in the ordinary
      course of rendering their respective services as executives of the Corporation
      and/or its subsidiaries), health or other benefits from the Corporation or
      any
      of its subsidiaries; and (b) containing reciprocal releases and
      non-disparagement covenants. Such releases shall be applicable to any claim
      that
      the Corporation, Ellins or Black, in their respective capacities as releasing
      parties had, have or may in the future have against the Corporation, Ellins
      or
      Black, in their respective capacities as released parties, other than, as to
      each releasing party, claims accruing to him, her or it that shall arise under
      this Agreement. A copy of such Separation and Release Agreement is annexed
      hereto as Exhibit D. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    ADDITIONAL
      COVENANTS AND AGREEMENTS

    


    4.01.
      Reporting
      and Compliance Matters.
      Ellins
      and Black shall cooperate with the Corporation with respect to its disclosure
      and reporting obligations under the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      the
      rules promulgated under the Securities Act or the Exchange Act, any state
      securities laws, rules or regulations, and to any other U.S. governmental
      authorities as may be required by law.

     

    4.02 RazorStream
      Hosting Agreement.
      The
      Corporation further agrees that it shall not undertake any action that would
      result in a termination of the Amended and Restated License, Hosting and
      Services Agreement between the Corporation and RazorStream on or before July
      15,
      2009.

     

    4.03 Business-Related
      Trademarks and Domain Names.
      Ellins
      and/or Black will (a) assign all of their respective rights in, titles to and
      interests in; or (b) convey worldwide, exclusive, perpetual, royalty free
      licenses to use the Hello World® service mark (USPTO Serial No. 78976428) and
      all other registered and unregistered trademarks, service marks and domain
      names
      owned by either of them which have been used by the Corporation and/or any
      of
      its Affiliates. The parties agree that the Hello World mark shall revert to
      Ellins and / or Black and the license shall terminate in the event the
      Corporation files for a bankruptcy or a plan of reorganization, but shall remain
      otherwise with the Corporation or any of its successors or assigns under the
      terms of the immediately preceding sentence. 

     

    4.04
      Other
      Covenants.
      Ellins
      and Black shall cooperate
      with and render assistance to the Corporation as required from time to time
      in
      all matters relating to the transition of management, filing the necessary
      documentation, and in matters concerning litigation, etc so long as their
      reasonable expenses are covered by the Corporation.  

     

    ARTICLE
      V

     

    TERMINATION

     

    5.01 Termination.
      This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned:

     

    (a) at
      any
      time by the mutual agreement of the Parties; or

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) by
      any of
      the Parties in the event that the Note Purchase Agreements shall not be
      executed, and/or the transactions contemplated by the Note Purchase Agreements
      shall not have been consummated, on or before October 22, 2008.

     

    5.02 Effect
      of Termination.
      If this
      Agreement is terminated pursuant to Section 5.01, all obligations of the Parties
      under this Agreement shall terminate and this Agreement shall thereupon be
      deemed to be null, void and enforceable ab initio.

     

    ARTICLE
      VI

     

    MISCELLANEOUS

    


    6.01. Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with an overnight courier service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers or email addresses for such communications shall
      be:

    
      


      
        	 	
                If
                  to the Corporation:

              	
                DigitalFX
                  Interational, Inc.

              


      

      3035
        East
        Patrick Lane, Suite 9

      Las
        Vegas, Nevada 89120

      
        	 	
                Attn:

              	
                Abraham,
                  Sofer, Esq., General Counsel

              


      

      Telecopy
        No.: 702-938-4052

      


      
        	 	
                If
                  to Kall:

              	
                9000
                  Players Club Drive

              


      

      Las
        Vegas, Nevada 89134

      Email:
        riichard@vmdirect.com

      


      
        	 	
                with
                  copy to:

              	
                Arent
                  Fox, LLP

              


      

      1675
        Broadway

      New
        York,
        New York 10019

      
        
          	 	
                  Attn:

                	
                  Steven
                    D. Dreyer, Esquire 

                


        

      

      email:
        dreyer.steven@arentfox.com

      


      
        	 	
                If
                  to Ellins or Black:

              	
                Mr.
                  Craig Ellins

              


      

      1572
        Santa Anita Drive

      Las
        Vegas, Nevada 89119

      Email:
        craig@razorstream.com

    

     

    6.02. Amendments,
      Waivers and Consents; Successors and Assigns.
      Neither this Agreement nor any of the terms hereof may be amended, changed,
      waived or discharged, nor shall any consent be given, unless such amendment,
      change, waiver, discharge or consent is in writing and signed by the Parties
      hereto. This Agreement shall inure to the benefit of and be binding upon each
      Party hereto and each Party’s successors and assigns. This Agreement may not be
      assigned by any Party hereto without prior written consent of each of the other
      Parties hereto.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    6.03. Governing
      Law.
      The validity, construction, operation and effect of any and all of the terms
      and
      provisions of this Agreement shall be determined and enforced in accordance
      with
      the laws of the State of Nevada without giving effect to principles of conflicts
      of law thereunder. 

    


    6.04. Jurisdiction;
      Venue.

    


    (a) Each
      Party
      to this Agreement hereby irrevocably consents to the exclusive jurisdiction
      of
      the Eighth
      Judicial District Court of Clark County, Nevada and/or
      United States District Court for the District of Nevada (collectively, the
      “Nevada Courts” and each a “Nevada Court”) in connection with any and all claims
      based upon or arising out of this Agreement or the matters or transactions
      contemplated herein, and irrevocably agrees that all claims in respect of any
      such matters or transactions may be heard in either of such Nevada
      Courts.
      

     

    (b) Each
      Party
      to this Agreement hereby waives any objection to jurisdiction and venue of
      any
      such claim brought, or action instituted, hereunder in any Nevada Court and
      further agrees not to assert (i) any defense based on the lack of jurisdiction
      or venue in any Nevada
      Court,
      or
      (ii)
      any defense of improper venue or inconvenient forum in any Nevada
      Court.
      

     

    (c) Each
      Party
      to this Agreement hereby waives any right of jurisdiction on account of the
      place of such Party’s residence, or domicile, or on account of such Party’s
      place of incorporation, formation or organization.

     

    (d) Each
      Party
      to this Agreement hereby acknowledges and agrees that any forum other than
      a
      Nevada Court is an inconvenient forum and that a suit brought by any Party
      against any other Party in any court other than a Nevada Court should be
      transferred to a Nevada Court.

     

    6.05. Waiver
      of Jury Trial

     

    .
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE)
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED
      DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT OR ACTION
      RELATED HERETO OR THERETO.

     

    6.06 Counterparts;
      Facsimile.
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement shall become effective when each Party
      hereto shall have received a counterpart, or facsimile of a counterpart, of
      the
      Agreement, signed by the other Party or Parties hereto. Delivery of an executed
      copy of this Agreement by facsimile transmission shall have the same effect
      as
      delivery of an originally executed copy of this Agreement, whether an originally
      executed copy shall be delivered subsequent thereto.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    6.06. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Parties with respect to
      the
      subject matter hereof and supersedes all prior agreements, understandings and
      negotiations, both written and oral, among the Parties with respect to the
      subject matter hereof. No representation, inducement, promise, understanding,
      condition or warranty not set forth herein has been made or relied upon by
      any
      Party hereto. None of the provisions of this Agreement is intended to confer
      upon any Person other than the Parties hereto any rights or remedies
      hereunder.

     

    6.08 Amendments;
      No Waivers.

     

    (a) Any
      provision of this Agreement may be amended prior to the closing of the Note
      Purchase Agreements if, and only if, such amendment is in writing and signed
      by
      all of the Parties. Any provision of this Agreement may be waived by the Parties
      if the waiver is in writing and signed by the Parties to be bound.

     

    (b) No
      failure or delay by any Party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      Law.

     

    6.09 Expenses.
      Each of
      the Parties shall pay all of its, his or her own fees, costs and expenses
      (including, without limitation, fees, costs and expenses of legal counsel)
      incurred in connection with the negotiation of this Agreement, the performance
      of its, his or her obligations hereunder, and the consummation of the
      transactions contemplated hereby.

     

    


    [the
      balance of this page has been left blank intentionally]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    6.10 Successors
      and Assigns.
      No
      Party to this Agreement may assign his, her or its rights or delegate his,
      her
      or its obligations hereunder without the prior written consent of the other
      Parties. The provisions of this Agreement shall be binding upon and inure to
      the
      benefit of the Parties hereto and their respective successors and
      assigns.

     

    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, each of the Parties
      hereto executes this Agreement under seal as of the date first above
      written.

     

    
      	 	 	 
	 	DigitalFX
              International, Inc.
	 
 	 
 	 
 
	
            	By:  	/s/
              Craig Ellins
	 	
              
Craig
              Ellins, Chief Executive Officer
	 	 


    

    
      	 	 	 
	
            	By:  	/s/ Richard
              Kall
	 	
              
Richard
              H. Kall
	 	 


    

    
      	 	 	 
	
            	By:  	/s/
              Craig Ellins
	 	
              
Craig
              Ellins
	 	 


    

    
      
        	 	 	 
	
              	By:  	/s/
                Amy
                Black
	 	
                
Amy
                Black


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

    

    Exhibit
      A

    


    Form
      of Ellins Resignation

    


    October
      [
      ], 2008

    


    


    DigitalFX
      Interational, Inc.

    3035
      East
      Patrick Lane, Suite 9

    Las
      Vegas, Nevada 89120

    


    Gentlemen:

    


    Reference
      is made to the Framework Agreement, dated as of October [ ], 2008, by and among
      DigitalFX International, Inc. (the “Corporation”),
      Richard H. Kall, Craig Ellins and Amy Black (the “Agreement”)

     

    I
      hereby
      resign, effective on the date of closing of the Note Purchase Agreements, as
      Chairman of the Board and as Chief Executive Officer of the Corporation, and
      with respect to any other position that I may hold as a manager, director and/or
      executive officer of any of the Corporation’s subsidiaries

     

    
      	 	Very truly yours,
	 	 
	 	 
	 	Craig Ellins


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Form
      of Black Resignation

    


    October
      [
      ], 2008

    


    


    DigitalFX
      Interational, Inc.

    3035
      East
      Patrick Lane, Suite 9

    Las
      Vegas, Nevada 89120

    


    Gentlemen:

    


    Reference
      is made to the Framework Agreement, dated as of October [ ], 2008, by and among
      DigitalFX International, Inc. (the “Corporation”),
      Richard H. Kall, Craig Ellins and Amy Black (the “Agreement”)

     

    I
      hereby
      resign, effective on the second day after the date of closing of the Note
      Purchase Agreements, as President of VM Direct, LLC, a subsidiary of the
      Corporation and with respect to any other position that I may hold as a manager,
      director and/or executive officer of any of the Corporation’s other
      subsidiaries.

    
       

      
        	 	Very truly yours,
	 	 
	 	 
	 	Amy
                Black


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    


    Form
      of Director Resignation

    


    October
      [
      ], 2008

    


    


    DigitalFX
      Interational, Inc.

    3035
      East
      Patrick Lane, Suite 9

    Las
      Vegas, Nevada 89120

    


    Gentlemen:

    


    Reference
      is made to the Framework Agreement, dated as of October [ ], 2008, by and among
      DigitalFX International, Inc. (the “Corporation”),
      Richard H. Kall, Craig Ellins and Amy Black (the “Agreement”)

     

    I
      hereby
      tender my resignation from the Board of Directors of the Corporation effective
      _________________.

    
       

      
        	 	Very truly yours,
	 	 
	 	 
	 	
              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      D

    


    SEPARATION
      AND
      GENERAL RELEASE AGREEMENT

     

    This
      Separation and General Release Agreement (“Agreement”) effects an agreeable
      separation of the employment relationship between ___________ (“EMPLOYEE”) and
      DigitalFX International Inc, 3035 E Patrick Lane, Suite 9, Las Vegas NV, 89120
      (“Corporation”), as well as a resolution of any claims, known and unknown, now
      existing between the parties. 

    


    

      
        	
                1.

              	
                Separation
                  of Employment. 

              


      

      


      EMPLOYEE’s
        employment with Corporation is
        terminated
        effective October [ ], 2008 (the Effective Date”).

      


      
        	
                2.

              	
                Settlement
                  of Consideration.
                  

              


      

      


      The
        parties acknowledge that this Agreement is an integral part of a set of
        agreements involving members of VM Investors LLC, the Corporation, Mr. Richard
        Kall, Mr. Craig Ellins and Ms. Amy Black, and it is hereby agreed that, Employee
        shall not be entitled to receive any salary, severance payments or other
        compensation (other than (i) the payment of deferred and/or unpaid salary
        accrued by the Corporation and owed through the Effective Date, (ii) amounts
        accrued for paid time off and other payments required by applicable law,
        and
        (iii) the  reimbursement of expenses that Employee shall have incurred
        prior to the Effective Date in the ordinary course of rendering his / her
        services as an executive of the Corporation and/or its subsidiaries), nor
        shall
        the Employee be entitled to any health or other benefits from the Corporation
        or
        any of its subsidiaries.

      


      
        	
                3.

              	
                Mutual
                  Releases.
                  

              


      

      


      
        	 	
                3.1

              	
                Release
                  by Employee

              


      

      


      The
        Employee on behalf of himself, his heirs, estate, executors, administrators,
        successors and assigns, does fully and forever waive, release and discharge
        the
        Corporation, the present and former officers, directors, managers, consultants
        and employees of the Corporation and each of its subsidiaries, and the attorneys
        of each of such persons and entities, and their respective heirs, executors,
        administrators, successors and assigns (collectively, the “Released
        Parties”)
        from
        any and all actions, claims, demands, losses, expenses, obligations and
        liabilities arising out of or related to any conduct or activity occurring
        up to
        the date of his execution of this Agreement (with the exception of the
        Exclusions set forth in the last sentence of this Section 3.1), including,
        but
        not limited to: (i) any claims relating to or arising out of the Employee’s
        employment; (ii) any alleged employment discrimination under any federal,
        state
        or municipal statute, regulation, order, rule or legal authority, including,
        without limitation, the Age Discrimination in Employment Act of 1967, as
        amended
        by the Older Workers Benefit Protection Act of 1990 (“OWPBA”)
        and
        otherwise; Title VII of the Civil Rights Act of 1964, as amended by the Civil
        Rights Act of 1991 and otherwise; the Americans With Disabilities Act; the
        Family and Medical Leave Act of 1993; (iii) any and all contract, tort or
        personal injury claims, including, without limitation, those arising out
        of or
        relating to any employment agreement and any other documents by which he
        and the
        Corporation or any affiliates of either of them were or may have been bound;
        (iv) other than the amount stated in Section 2 above, any and all claims
        for any
        other form of compensation, wages, salary, wage accruals, bonuses or sales
        commissions of any type or kind; (v) any and all claims for punitive, exemplary,
        consequential, or statutory damages; and (vi) any and all claims for attorneys’
fees or expenses associated with his retention of counsel. The Employee
        represents and warrants that he has not assigned any such claims or authorized
        any other person, group or entity to assert such claims on his behalf. This
        release shall not include, and the Employee is not waiving, releasing or
        discharging any of the Released Parties in relation to, any worker’s
        compensation or unemployment insurance claims which the Employee now has
        or
        which may have accrued to him on or prior to the Termination Date, any claims
        arising under this Agreement and any claim for vested benefits that the Employee
        may have under 401(k) or other benefit plan (the “Exclusions”).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      As
        a
        further consideration and inducement for this Agreement, to the extent permitted
        by law, the Employee hereby waives, releases and discharges any and all actions,
        claims, demands, losses, expenses, obligations and liabilities against the
        Released Parties which he does not know or does not suspect to exist in his
        favor up to the date of his execution of this Agreement with the exception
        of
        the Exclusions. The Employee expressly agrees that this waiver, release and
        discharge shall extend and apply to all unknown, unsuspected and unanticipated
        injuries, liabilities and damages as well as those that have been known,
        suspected, anticipated or disclosed up to the date of his execution of this
        Agreement with the exception of the Exclusions.

       

      
        	 	
                3.2

              	
                Release
                  by the Corporation

              


      

      


      The
        Corporation, for itself and on behalf of its directors and officers, does
        hereby
        fully and forever waive, release and discharge the Employee, his heirs, estate,
        executors, administrators, successors and assigns (the “Employee
        Released Parties”)
        from
        any and all actions, claims, demands, losses, expenses, obligations and
        liabilities arising out of or related to any conduct or activity occurring
        up to
        the date of the Corporation’s execution of this Agreement, including but not
        limited to: (i) any claims relating to or arising out of Employee’s employment
        or any other business relationship involving the Employee and any of the
        Released Parties; (ii) any claims for breach of any employment agreement,
        other
        contract and any other documents by which he and the Corporation or any
        affiliates of either of them were or may have been bound; (iii) any claims
        for
        breach of any duty; (iv) any claims for attorneys’ fees and costs; and (i) all
        other claims sounding in tort, contract, pursuant to any statute and/or of
        any
        other nature (collectively, the “Released
        Parties’ Claims”).
        The
        Corporation represents and warrants to the Employee, that neither it, nor
        any of
        its subsidiaries, has assigned any of the Released Parties’ Claims or authorized
        any other person, group or entity to assert any such claims on his or their
        behalf. This release shall not include, and the Corporation and its subsidiaries
        are not waiving, releasing or discharging the Employee Released Parties from
        claims which the Corporation and/or any its subsidiaries now have or which
        may
        have accrued to any of them based upon any criminal or unlawful conduct by
        the
        Employee, or any claims arising under this Agreement. The Corporation, for
        itself, and on behalf of each of its subsidiaries, represents and warrants
        that
        as of the date of this Agreement it has no knowledge of any such criminal
        or
        unlawful conduct by the Employee.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      As
        a
        further consideration and inducement for this Agreement, to the extent permitted
        by law, the Corporation, for itself, and on behalf of each of its subsidiaries,
        and their respective directors, officers and managers, hereby waive, release
        and
        discharge any and all of the Released Parties’ Claims against the Employee which
        any of them does not know or does not suspect to exist in its, his or their
        favor up to the date of the Corporation’s execution of this Agreement. The
        Corporation, for itself, and on behalf of each of its subsidiaries, and their
        respective directors, officers and managers, expressly agrees that this waiver,
        release and discharge shall extend and apply to all unknown, unsuspected
        and
        unanticipated injuries, liabilities and damages as well as those that have
        been
        known, suspected, anticipated or disclosed up to the date of the Corporation’s
        execution of this Agreement.

      


      This
        Agreement also does not prohibit EMPLOYEE from filing an administrative charge
        with a government agency, but this Agreement does release any claim which
        EMPLOYEE has or may have for monetary relief, reinstatement, or for any other
        remedy for EMPLOYEE personally, arising out of any proceeding before any
        government agency or court. 

      


      If
        any
        agency or court should take jurisdiction over any matter in which EMPLOYEE
        has
        or may have any personal interest, whether initiated by EMPLOYEE or otherwise,
        EMPLOYEE must promptly inform that agency or court that this Agreement
        constitutes a full and final settlement by EMPLOYEE of all claims released
        under
        this Agreement.
        EMPLOYEE
        therefore waives any right he or she may have to share in any relief, monetary
        or otherwise, relating to any claim released herein, whether such claim was
        initiated by EMPLOYEE or not.

      


      
        	
                4.

              	
                Bar.
                  

              


      

      


      EMPLOYEE
        agrees that this Agreement may be pled as a complete bar to any
        individual recovery in any proceedings,
        action
        or suit before any court, with respect to any claim under federal,
        state,
        local
        or other
        law relating to her/his employment with
        Corporation or the
        termination of such
        employment.

      


      
        	
                5.

              	
                Confidentiality
                  and Non-Disparagement.

              


      

      


      EMPLOYEE
        agrees that he/she will keep both the existence and terms of this Agreement
        completely confidential and will not disclose the contents of this Agreement
        to
        anyone except her/his tax advisor, attorney and/or spouse, unless required
        to do
        so by force of law. EMPLOYEE further agrees that he/she will not disparage
        Corporation, or any of the
        Released Parties,
        in any
        way, including but not limited to making negative statements or implications,
        in
        written or verbal form, to current or potential customers, vendors, or employees
        of Corporation or its affiliates. Any disclosure or breach of this
        confidentiality and non-disparagement provision shall be deemed a material
        breach of this Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      EMPLOYEE
        agrees that he/she will not use, remove from Corporation’s premises, make
        unauthorized copies of or disclose any confidential or proprietary information
        of Corporation or any of
        the
        Released Parties,
        including but not limited to, their trade secrets, copyrighted information,
        customer lists, any information encompassed in any research and development,
        reports, work in progress, drawings, software, computer files or models,
        designs, plans, proposals, marketing and sales programs, financial projections,
        and all concepts or ideas, materials or information related to the business
        or
        sales of Corporation and any affiliated or related entities that has not
        previously been released to the public by an authorized representative of
        those
        companies.

      


      Within
        one (1) business day after the date EMPLOYEE
        signs
        this Agreement,
        EMPLOYEE shall return to Corporation all Corporation property, including
        all
        confidential and proprietary information, as described in Paragraph
        5.2
        above,
        and all materials and documents containing trade secrets and copyrighted
        materials, including all copies and excerpts of the same.

      


      In
        the
        event of a breach of this Section 5,
        EMPLOYEE
        agrees to pay Corporation’s attorneys’ fees and costs incurred in any action
        brought to enforce the terms, or establish breach of this
        Paragraph 5.

      


      
        	
                6.

              	
                Denial
                  of Liability.

              


      

      


      No
        provision of this Agreement shall be construed as an admission by EMPLOYEE
        or
        Corporation of improper conduct, omissions, or liability.

      


      
        	
                7.

              	
                Consultation
                  with Counsel

              


      

       

      EMPLOYEE
        acknowledges that this Agreement constitutes written notice from Corporation
        that he/she should consult with an attorney before signing this
        Agreement.
        EMPLOYEE
        acknowledges that he/she has had an opportunity to fully discuss all aspects
        of
        this Agreement with her/his attorney to the extent he/she desires to do so.
        EMPLOYEE agrees that he/she has carefully read and fully understands all
        of the
        provisions of this Agreement and that he/she is voluntarily entering into
        this
        Agreement.

      


      
        	
                8.

              	
                Review
                  Period. 

              


      

      


      EMPLOYEE
        is advised that he/she may take up to seven (7) calendar days to consider
        this
        Agreement before signing. 

      


      
        	
                9.

              	
                Complete
                  Agreement.
                  

              


      

      


      This
        Agreement sets forth the entire Agreement between the parties hereto.
        EMPLOYEE acknowledges that Corporation has made no promises to him/her other
        than those contained in this Agreement, and that he/she is not relying on
        any
        promises or representations which do not appear written herein.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Choice
                  of Law.
                  

              


      

      


      This
        Agreement shall be construed, enforced, and governed by the laws of the State
        of
        Nevada.

      


      
        	
                11.

              	
                Severability.
                  

              


      

      


      Should
        any provision of this Agreement be declared or determined by any Court to
        be
        illegal or invalid, the validity of the remaining parts, terms or provisions
        shall not be affected thereby and said illegal or invalid part, term or
        provision shall be deemed not to be a part of this Agreement.

      


      EMPLOYEE
        ACKNOWLEDGES THAT
        HE/SHE UNDERSTANDS
        AND
        AGREES TO THE
        PROVISIONS AND WAIVERS CONTAINED WITHIN THIS
        AGREEMENT AND IS SIGNING THIS AGREEMENT VOLUNTARILY, OF HER/HIS OWN FREE
        WILL,
        WITHOUT DURESS OR COERCION***

      


      


      DATE:________________,
        2008 ________________________________

      Name

      


      CORPORATION

      DATE:
        ________________, 2008 By:
        ________________________________

      Name:
        ______________________________

      Title:
        _______________________________

      


      
        
          
          

        

        
          16