**C
      J VISION ENTERPRISES, INC.**


**SUBSCRIPTION
      AGREEMENT**





THIS
      SUBSCRIPTION AGREEMENT (this
“ **Subscription
      Agreement** ”)
      dated
      as of  June 18, 2007 by and between C
      J **VISION
      ENTERPRISES, INC.** ,
      a
      Delaware corporation (the “Corporation”), and the each of the Subscribers
      executing a signature page to this Subscription Agreement.


The
      Corporation is offering (the “ **Offering** ”)
      up to
      77 shares (the “ **Shares** ”)
      of the
      Common Stock, par value $0.01, of the Corporation.





**A.**  **General.**





(1)  The
      undersigned hereby subscribes for and agrees to purchase from the Corporation,
      and the Corporation agrees to sell to the undersigned, such number of Shares
      as
      is set forth on the signature page hereof at a price per Share set forth on
      such
      signature page.





(2)  The
      undersigned herewith tenders to the Corporation the entire amount of the
      purchase price in
      the
      manner indicated on the signature page hereof.





**B.**  **Securities
      offered will not be registered under the Securities Act of 1933, as
      amended**





The
      undersigned acknowledges that (i) the Securities will not be registered under
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder (the “ **1933
      Act** ”),
      or
      the securities laws of any state; (ii) absent an exemption, any transfer of
      the
      Securities would require registration; (iii) the Securities are being offered
      for sale in reliance upon exemptions from registration contained in the 1933
      Act
      and applicable state laws; and (iv) the Corporation’s reliance upon such
      exemption is based in part upon the undersigned’s representations, warranties
      and agreements contained in this Subscription Agreement.





**C.**  **Representations,
      Warranties, Acknowledgements and Agreements**





In
      order
      to induce the Corporation to accept this Subscription Agreement, the undersigned
      represents, warrants, acknowledges and covenants to the Corporation as
      follows:





(1)  The
      undersigned understands that (i) this Subscription Agreement may be accepted
      or
      rejected in whole or in part by the Corporation in its sole and absolute
      discretion, and (ii) this Subscription Agreement shall survive the undersigned’s
      death, disability or insolvency, except that the undersigned shall have no
      obligation in the event that this Subscription Agreement is rejected by the
      Corporation. In the event that the Corporation does not accept the undersigned’s
      subscription, or if the Offering is terminated for any reason, the undersigned’s
      subscription payment (or portion thereof, as the case may be) will be returned
      to the undersigned without interest or deduction.










(2)  The
      undersigned has carefully read this Subscription Agreement and such materials
      as
      the Company deems necessary to the Offering (collectively, the “ **Offering
      Materials** ”).
      In
      making the decision to invest in the Shares, the undersigned has relied solely
      upon the information provided by the Company in the Offering Materials. To
      the
      extent necessary, the undersigned has discussed with his, her or its counsel
      the
      representations, warranties and agreements which the undersigned makes by
      signing this Subscription Agreement, the applicable limitations upon the
      undersigned’s resale of the Shares, and the investment, tax and legal
      consequences of this Subscription Agreement. The undersigned disclaims reliance
      on any statements made or information provided by any person or entity in the
      course of the undersigned’s consideration of an investment in the Securities
      other than the Offering Materials.





(3)  The
      undersigned understands that no federal or state agency has made any finding
      or
      determination regarding the fairness of the Offering, or any recommendation
      or
      endorsement of the Offering.





(4)  The
      undersigned is purchasing the Securities for the undersigned’s own account, with
      the intention of holding the Shares for investment purposes, with no present
      intention of dividing or allowing others to participate in this investment
      or of
      reselling or otherwise participating, directly or indirectly, in a distribution
      of the Shares; and shall not make any sale, transfer or other disposition of
      the
      Shares without registration under the 1933 Act and applicable state securities
      laws unless an exemption from registration is available under those laws. The
      undersigned is not acquiring any portion of the Shares, or any interest therein,
      on behalf of another person. No person other than the undersigned has any direct
      or indirect beneficial interest in the Shares subscribed for hereunder by the
      undersigned. The undersigned, if an entity, was not formed for the purpose
      of
      purchasing the Shares.





(5)  The
      undersigned’s overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned’s net worth, and the undersigned’s
      investment in the Shares will not cause such overall commitment to become
      excessive.





(6)  The
      undersigned is an “accredited investor” as that term is defined in Rule 501(a)
      under Regulation D promulgated by the Securities and Exchange Commission (the
      “ **SEC** ”)
      under
      the 1933 Act. The undersigned is financially able to bear the economic risk
      of
      this investment, including the ability to afford holding the Shares for an
      indefinite period or to afford a complete loss of this investment.





(7)  The
      address shown under the undersigned’s signature at the end of this Subscription
      Agreement is the undersigned’s principal residence if he or she is an
      individual, or its principal business address if a corporation or other
      entity.





(8)  The
      undersigned has such knowledge and experience in financial business matters
      as
      to be capable of evaluating the merits and risks of an investment in the Shares.
      The undersigned acknowledges that the undersigned must rely on his, her or
      its
      own examination of the Corporation and the terms and conditions of the Offering
      prior to making any investment decision with respect to the Shares.




2





(9)  The
      undersigned has been given the opportunity to ask questions of and receive
      answers from the Corporation and its executive officers concerning the business
      and operations of the Corporation and the terms, provisions, and conditions
      of
      the Offering, and to obtain any such additional information that the undersigned
      deems necessary or advisable to verify the accuracy of the information contained
      in the Offering Materials, or such other information as the undersigned desired
      in order to evaluate an investment in the Company; and the undersigned availed
      himself, herself or itself of such opportunity to the extent considered
      appropriate in order to evaluate the merits and risks of the proposed
      investment.





(10)  The
      undersigned has made an independent evaluation of the merits of the investment
      and acknowledges the high risk nature of the investment.





(11)  (i)  The
      undersigned understands that none of the Shares have been registered under
      the
      1933 Act or any state securities laws in reliance on exemptions for private
      offerings; the Shares cannot be resold or otherwise disposed of unless they
      are
      subsequently registered under the 1933 Act and applicable state securities
      laws
      or an exemption from registration is available. The certificate(s) representing
      the Shares will bear a legend substantially similar to the legend set forth
      immediately below until (i) such Shares shall have been registered under the
      1933 Act and effectively disposed of in accordance with a registration
      statement, or (ii) in the opinion of counsel reasonably satisfactory to the
      Corporation such securities may be sold without registration under the 1933
      Act:





“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE “BLUE SKY” OR
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED,
      HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
      STATEMENT UNDER THE 1933 ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH
      RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
      REGISTRATION UNDER THE 1933 ACT BUT ONLY UPON A HOLDER THEREOF FIRST HAVING
      OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE
      PROVISIONS OF THE 1933 ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR
      SECURITIES LAWS.”





(ii)  The
      undersigned understands that in the absence of registration by the Corporation,
      the Shares will not be, and, except as set forth in Section D of this
      Subscription Agreement, the undersigned will have no rights to require that
      the
      Shares shall be, registered under the 1933 Act or any state securities laws;
      the
      undersigned may have to hold the Shares indefinitely and it may not be possible
      for the undersigned to liquidate his, her or its investment in the Corporation;
      and the undersigned should not purchase any Shares unless he, she or it can
      afford a complete loss of his, her or its investment and bear the burden of
      such
      loss for an indefinite period of time.




3





(iii)  The
      undersigned understands there is no public market for the Shares and that no
      public market may develop for any such Shares. The undersigned understands
      that
      the provisions of Rule 144 promulgated under the 1933 Act to permit resales
      of
      the Shares are not available for at least one (1) year after the same class
      of
      securities is registered under the 1933 Act and the Securities Exchange Act
      of
      1934, as amended (the “ **1934
      Act** ”),
      and
      there can be no assurances that any such class of securities will ever be
      registered under the 1933 Act or the 1934 Act, or even if such class of
      securities is registered under the 1933 Act and the 1934 Act, that the
      conditions necessary thereafter to permit routine sales of the Shares under
      Rule
      144 will ever be satisfied, and, if Rule 144 should become available, routine
      sales made in reliance on its provisions could be made only in limited amounts
      and in accordance with the terms and conditions of Rule 144. The undersigned
      further understands that in connection with the sale of securities for which
      Rule 144 is not available, compliance with some other exemption from
      registration will be required. The undersigned understands, subject to the
      provisions of Section D of this Subscription Agreement, that the Corporation
      is
      under no obligation to the undersigned to register any such class of securities
      or to comply with the conditions of Rule 144 or take any other action necessary
      in order to make available any exemption for the resale of the Shares without
      registration.





(12)  If
      at any
      time prior to issuance of the Shares to the undersigned, any representation
      or
      warranty of the undersigned shall no longer be true, the undersigned promptly
      shall give written notice thereof to the Corporation specifying which
      representations and warranties are not true and the reason therefor, whereupon
      the undersigned’s subscription may be rejected by the Corporation in whole or in
      part.





(13)  Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, all of the terms, provisions, and conditions hereof shall be
      construed in accordance with and governed by the laws of the State of New
      York,
      without giving effect to its conflict of laws principles. Any dispute that
      may
      arise out of or in connection with this Subscription Agreement shall be
      adjudicated before a court located in New
      York
      City and the
      parties hereto submit to the exclusive jurisdiction and venue of the state and
      local courts of the State of New
      York located
      in New
      York
      City and of
      the federal courts in the Southern District
      of New
      York with
      respect to any action or legal proceeding commenced by any party, and
      irrevocably waive any objection they now or hereafter may have respecting the
      venue of any action or proceeding brought in such a court or respecting the
      fact
      that such court is an inconvenient forum, relating to or arising out of this
      Subscription Agreement or any acts or omissions relating to the sale of the
      Shares, and the undersigned consents to the service of process in any such
      action or legal proceeding by means of registered or certified mail, return
      receipt requested, in care of the address set forth below or such other address
      as the undersigned shall furnish in writing to the Corporation.





(14)  THE
      UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING,
      DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, FRAUD
      OR
      OTHERWISE) IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION
      AGREEMENT OR THE UNDERSIGNED’S PURCHASE OF THE SHARES.




4





(15)  The
      undersigned acknowledges that he, she or it understands the meaning and legal
      consequences of the representations, warranties and acknowledgments contained
      in
      this Subscription Agreement, and hereby agrees to indemnify and hold harmless
      the Corporation, and each of its stockholders, officers, directors, affiliates,
      controlling persons, agents and representatives, from and against any and all
      loss, damage, expense, claim, action, suit or proceeding (including the
      reasonable fees and expenses of legal counsel) as incurred arising out of or
      in
      any manner whatsoever connected with (i) a breach of any representation or
      warranty of the undersigned contained in this Subscription Agreement (ii) any
      sale or distribution by the undersigned in violation of the 1933 Act or any
      applicable state securities laws or (iii) any untrue statement of a material
      fact made by the undersigned and contained herein, or omission to state herein,
      a material fact necessary in order to make the statements contained herein,
      in
      light of the circumstances under which they were made, not misleading. The
      undersigned acknowledges that such damage could be substantial since (a) the
      Shares are being offered without registration under the 1933 Act in reliance
      upon the exemption pursuant to Section 4(2) and/or Regulation D of the 1933
      Act
      for transactions by an issuer not involving a public offering and, in various
      states, pursuant to exemptions from registration, (b) the availability of such
      exemptions is, in part, dependent upon the truthfulness and accuracy of the
      representations made by the undersigned herein, and (c) the Corporation will
      rely on such representations in accepting the undersigned’s Subscription
      Agreement.





(16)  The
      undersigned is not subscribing for the Shares as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      any
      seminar or meeting, or any solicitation of a subscription by a person not
      previously known to the undersigned in connection with investments in securities
      generally.





(17)  Unless
      otherwise indicated on a separate sheet of paper that details any such
      affiliation submitted by the undersigned to the Corporation along with this
      completed Subscription Agreement, the undersigned is not affiliated directly
      or
      indirectly with a member broker-dealer firm of the National Association of
      Securities Dealers, Inc. as an employee, officer, director, partner or
      shareholder or as a relative or member of the same household of an employee,
      director, partner or shareholder of an NASD member broker-dealer
      firm.





(18)  Except
      as
      expressly provided herein, this Subscription Agreement contains the entire
      agreement between the parties with respect to the transactions contemplated
      hereunder and may be amended only by a writing executed by all of the parties
      hereto. The undersigned represents that he, she or it has full power and
      authority (corporate, statutory or otherwise) to execute and deliver this
      Subscription Agreement and the other Offering Materials to which the undersigned
      is a party and to purchase the Shares. The execution, delivery and performance
      of this Subscription Agreement will not: (i) violate, conflict with or result
      in
      a default under any provision of the Certificate or By-Laws (or analogous
      organizational documents), if any, of the undersigned; or (ii) violate or
      result in a violation of, or constitute a default (whether after the giving
      of
      notice, lapse of time or both) under, any provision of any law, regulation
      or
      rule, or any order of, or any restriction imposed by any court or other
      governmental agency applicable to the undersigned, except for those which do
      not, or are not reasonably likely to, adversely affect the undersigned’s ability
      to perform its obligations under this Subscription Agreement and to consummate
      the transactions contemplated hereby and thereby. This Subscription Agreement
      constitutes the legal, valid and binding obligation of the undersigned,
      enforceable against the undersigned in accordance with its terms. This
      Subscription Agreement supersedes all prior arrangements or understandings
      with
      respect thereto, whether oral or written. The terms and conditions of this
      Subscription Agreement shall inure to the benefit of and be binding upon the
      parties and their respective successors, heirs and assigns.




5





(19)  The
      undersigned understands that the Corporation intends to use the net proceeds
      from the Offering for, among other things, sales and marketing, capital
      expenditures, and other corporate and working capital purposes.





In
      order
      to induce the undersigned to execute and deliver this Subscription Agreement,
      the Corporation represents, warrants, and covenants to the undersigned as
      follows:





(1)  The
      Corporation is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and is duly authorized to
      transact business as a foreign corporation in the State of New York. The
      Corporation has full power and authority to own its properties and to carry
      on
      its business as currently conducted.




(2)  The
      execution, delivery and performance by the Corporation of this Subscription
      Agreement and the Offering and sale of Shares to accredited investors
      contemplated hereby shall, assuming the representations and warranties of the
      undersigned are correct, be in compliance with the exemptions from registration
      set forth in Regulation D and/or Section 4(2) of the 1933 Act and applicable
      state securities “blue sky” laws, and the Corporation, in reliance on the
      representations and warranties of the undersigned, shall make all filings
      required to qualify for such exemptions. No additional permit, license,
      exemption, consent, authorization or approval of, or the giving of any notice
      by
      the Corporation to, any governmental or regulatory body, agency or authority
      is
      required in order for the Corporation to execute, deliver and perform its
      obligations hereunder, which has not been made, or will not when required be
      made, by the Corporation. No notice by the Corporation to any third party,
      and
      no consent or approval of any third party, of the Corporation’s execution,
      delivery and performance of this Subscription Agreement is required which has
      not been given or obtained.





(3)  The
      Corporation has the requisite power and authority to execute and deliver this
      Subscription Agreement, and perform its obligations herein, and consummate
      the
      transactions contemplated hereby. Upon the acceptance of the undersigned’s
      subscription by the Corporation and the execution of this Subscription Agreement
      by the Corporation, this Subscription Agreement will be a valid, legal and
      binding obligation of the Corporation enforceable against the Corporation in
      accordance with its terms, except to the extent that enforceability may be
      limited by applicable bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally and subject to general principles of
      equity (regardless of whether such enforcement is considered in a proceeding
      at
      law or at equity).




6




**D.**  **Notice
      Provisions**





Any
      and
      all notices, demands or requests required or permitted to be given under this
      Subscription Agreement shall be given in writing and sent, by registered or
      certified U.S. mail, return receipt requested, by hand, or by overnight courier,
      addressed to the parties hereto at their addresses set forth above or such
      other
      addresses as they may from time-to-time designate by written notice, given
      in
      accordance with the terms of this Section D, together with copies thereof as
      follows:





In
      the
      case of the Corporation to:





C
      J
      Vision Enterprises, Inc.


59
      West
      19 th Street,
      Suite 6B


New
      York,
      New York 10012


Attn:  Joseph
      J.
      Bianco, President and CEO


Fax:
      (212) 414-3231





In
      the
      case of any owner of equity securities of the Corporation, to:





The
      address of such equity owner on the books and records of the
      Corporation.




Notice
      given as provided in this Section shall be deemed effective: (i) on the business
      day hand delivered (or, if it is not a business day, then the next succeeding
      business day thereafter), (ii) on the first business day following the sending
      thereof by overnight courier, and (iii) on the seventh calendar day (or, if
      it
      is not a business day, then the next succeeding business day thereafter) after
      the depositing thereof into the exclusive custody of the U.S. Postal Service.
      As
      used herein, the term business day (other than Saturday or Sunday) shall mean
      any day when commercial banks are open in the State of New York to accept
      deposits.





**E.**  **Governing
      Law; Jurisdiction; Venue.**




(1)  This
      agreement shall be construed, interpreted and enforced in accordance with,
      and
      shall be governed by, the laws of the state of New York without regard to
      principles of conflicts of laws.




(2)  Each
      of
      the parties hereto hereby irrevocably consents and submits to the jurisdiction
      of the United States District Court for the Southern District of New York in
      connection with any dispute arising out of or relating to this agreement or
      the
      transactions contemplated hereby, waives any objection to venue in such District
      (unless such court lacks jurisdiction with respect to such dispute, in which
      case, each of the parties hereto irrevocably consents to the jurisdiction of
      the
      courts of the State of New York located in New York County in
      connection with such dispute and waives any objection to venue in the County
      of
      New York), and agrees that service of any summons, complaint, notice or other
      process relating to such dispute may be effected in the manner provided
      herein.




7





IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      this 3 rd day of
      December, 2007.




**C
                  J VISION ENTERPRISES, INC.**By:
              /s/
Jonathan
                BomserJonathan
                  Bomser*President
                  and Chief Executive Officer*


8


IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      this 3 rd day of
      December, 2007.




**DIGITALFX
                  INTERNATIONAL, INC.**By:
              /s/
                  Craig EllinsCraig
                  Ellins*Chief
                  Executive Officer &
President*
  No.
                  of Shares Subscribed for:
              20
 
 Purchase
                  Price:
              $
              600,000
 
 Federal
        Tax Identification Number of Purchaser: 65-0358792
 
 Mailing
        Address:
 
 3035
        East
        Patrick Lane, Suite 9
 Las
        Vegas, Nevada 89120
 
  ACCEPTED
        as of the 3 rd day of
        December, 2007.
 
 **C
                  J VISION ENTERPRISES, INC.**By:
              /s/
                  Jonathan BomserJonathan
                  Bomser*President
                  and Chief Executive Officer*
 
 S-1