THE
WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF SERIES A 12%
CUMULATIVE CONVERTIBLE PREFERRED STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN
CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE
PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT.

     

    WARRANT
TO PURCHASE

    SERIES
A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK

    OF

    DIGITALFX
INTERNATIONAL, INC.

     

    December
22, 2008

     

    THIS CERTIFIES THAT, for value
received by DigitalFX International, Inc., a Florida corporation (the “Company”), Richard
Kall, or his permitted registered assigns (“Holder”), is
entitled, subject to the terms and conditions of this Warrant, at any time or
from time to time after the Exercise Date of this Warrant, and before the
Expiration Date, to purchase from the Company the Warrant Shares, exercisable at
the Purchase Price.  Both the number of shares of Preferred Stock
purchasable upon exercise of this Warrant and the Purchase Price are subject to
adjustment and change as provided herein.

     

    1.           CERTAIN
DEFINITIONS.  As used in this Warrant the following terms shall
have the following respective meanings:

     

    1.1           “Exercise Date” means
December 22, 2008.

     

    1.2           “Expiration Date”
means 5:00 p.m. Pacific Time on the fifth (5th)
anniversary of the Exercise Date.

     

    1.3           “Preferred Stock”
means the Series A 12% Cumulative Convertible Preferred Stock, par value
$0.01per share, of the Company and any other securities at any time receivable
or issuable upon exercise of this Warrant.

     

    1.4           “Purchase Price” means
$1.00 per share, to be paid by Holder upon exercise of this
Warrant.

     

    1.5           “Registered Holder”
means any Holder in whose name this Warrant is registered upon the books and
records maintained by the Company.

     

    1.6           “Warrant” as used
herein, shall include this Warrant and any warrant delivered in substitution or
exchange therefor as provided herein.

     

    1.7           “Warrant Shares” means
1,000,000 shares of Preferred Stock.


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    2.           EXERCISE OF
WARRANT.

     

    2.1           Payment.  Subject
to compliance with the terms and conditions of this Warrant and applicable
securities laws, this Warrant may be exercised, in whole or in part at any time
or from time to time, from and after the Exercise Date and on or before the
Expiration Date by the delivery (including, without limitation, delivery by
facsimile) of the form of Notice of Exercise attached hereto as Exhibit A (the
“Notice of
Exercise”), duly executed by the Holder, at the principal office of the
Company, and as soon as practicable after such date, surrendering

     

    (a)           this
Warrant at the principal office of the Company, and

     

    (b)           payment,
(i) in cash (by cashier’s check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii), of an amount equal to the product
obtained by multiplying the number of shares of Preferred Stock being purchased
upon such exercise by the then effective Purchase Price (the “Exercise
Amount”).

     

    2.2           Stock Certificates;
Fractional Shares.  As soon as practicable on or after the date
of any exercise of this Warrant, the Company shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of whole shares of Preferred Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share equal to such fraction of
the Purchase Price of one whole share of Preferred Stock.  No
fractional shares or scrip representing fractional shares shall be issued upon
an exercise of this Warrant.

     

    2.3           Partial Exercise; Effective
Date of Exercise.  In case of any partial exercise of this
Warrant, the Company shall cancel this Warrant upon surrender hereof and shall
execute and deliver a new Warrant of like tenor and date for the balance of the
shares of Preferred Stock purchasable hereunder.  This Warrant shall
be deemed to have been exercised immediately prior to the close of business on
the date of its surrender for exercise as provided above.  The person
entitled to receive the shares of Preferred Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
as of the close of business on the date the Holder is deemed to have exercised
this Warrant.

     

    3.           VALID
ISSUANCE:  TAXES.  All shares of Preferred Stock
issued upon the exercise of this Warrant shall be validly issued, fully paid and
non-assessable, and the Company shall pay all taxes and other governmental
charges that may be imposed in respect of the issue or delivery
thereof.  The Company shall not be required to pay any tax or other
charge imposed in connection with any transfer involved in the issuance of any
certificate for shares of Preferred Stock in any name other than that of the
Registered Holder of this Warrant, and in such case the Company shall not be
required to issue or deliver any stock certificate or security until such tax or
other charge has been paid, or it has been established to the Company’s
reasonable satisfaction that no tax or other charge is due.

     

    4.           ADJUSTMENT OF PURCHASE PRICE AND
NUMBER OF SHARES.  The number of shares of Preferred Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities or property receivable or issuable upon exercise of this Warrant) and
the Purchase Price are subject to adjustment upon occurrence of the following
events:


    
      
        
        

         


      

      
        -2-

        
          

        

      

      
         


      

    


    4.1           Adjustment for Stock Splits,
Stock Subdivisions or Combinations of Shares.  The Purchase
Price of this Warrant shall be proportionally decreased and the number of shares
of Preferred Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities at the time issuable upon exercise of this Warrant)
shall be proportionally increased to reflect any stock split or subdivision of
the Company’s Preferred Stock.  The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Preferred Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company’s Preferred
Stock.

     

    4.2           Adjustment for Dividends or
Distributions of Stock or Other Securities or Property.  In
case the Company shall make or issue, or shall fix a record date for the
determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the Preferred Stock (or any shares of stock or
other securities at the time issuable upon exercise of the Warrant) payable in
(a) securities of the Company or (b) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the Holder of
this Warrant on exercise hereof at any time after the consummation, effective
date or record date of such dividend or other distribution, shall receive, in
addition to the shares of Preferred Stock (or such other stock or securities)
issuable on such exercise prior to such date, and without the payment of
additional consideration therefor, the securities or such other assets of the
Company to which such Holder would have been entitled upon such date if such
Holder had exercised this Warrant on the date hereof and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and all such additional securities or other assets
distributed with respect to such shares as aforesaid during such period giving
effect to all adjustments called for by this Section
4.

     

    4.3           Reclassification.  If
the Company, by reclassification of securities or otherwise, shall change any of
the securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the Purchase
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section
4.  No adjustment shall be made pursuant to this Section 4.3 upon any
conversion or redemption of the Preferred Stock which is the subject of Section
4.5.

     

    4.4           Adjustment for Capital
Reorganization, Merger or Consolidation.  In case of any
capital reorganization of the capital stock of the Company (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), or any merger or consolidation of the Company with or into
another corporation, or the sale of all or substantially all the assets of the
Company then, and in each such case, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
Holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Purchase Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section
4.  The foregoing provisions of this Section 4.4 shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Warrant.  If the
per-share consideration payable to the Holder hereof for shares in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the
Company’s Board of Directors.  In all events, appropriate adjustment
(as determined in good faith by the Company’s Board of Directors) shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.


    
      
        
           

        

         


      

      
        -3-

        
          

        

      

      
         


      

    


    4.5           Conversion of Preferred
Stock.  In case all or any portion of the authorized and
outstanding shares of Preferred Stock of the Company are redeemed or converted
or reclassified into other securities or property pursuant to the Company’s
Articles of Incorporation, as amended, or otherwise, or the Preferred Stock
otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Preferred Stock is so
redeemed or converted, reclassified or ceases to exist (the “Termination Date”),
shall receive, in lieu of the number of shares of Preferred Stock that would
have been issuable upon such exercise immediately prior to the Termination Date,
the securities or property that would have been received if this Warrant had
been exercised in full and the Preferred Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant.  Additionally, the
Purchase Price shall be immediately adjusted to equal the quotient obtained by
dividing (x) the aggregate Purchase Price of the maximum number of shares of
Preferred Stock for which this Warrant was exercisable immediately prior to the
Termination Date by (y) the number of shares of Preferred Stock of the Company
for which this Warrant is exercisable immediately after the Termination Date,
all subject to further adjustment as provided herein.

     

    5.           CERTIFICATE AS TO
ADJUSTMENTS.  In each case of any adjustment in the Purchase
Price, or number or type of shares issuable upon exercise of this Warrant, the
Chief Financial Officer or Controller of the Company shall compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price.  The Company shall promptly send (by facsimile and by either
first class mail, postage prepaid or overnight delivery) a copy of each such
certificate to the Holder.

     

    6.           LOSS OR
MUTILATION.  Upon receipt of evidence reasonably satisfactory
to the Company of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new Warrant of like tenor as
the lost, stolen, destroyed or mutilated Warrant.

     

    7.           RESERVATION OF PREFERRED
STOCK.  The Company hereby covenants that at all times there
shall be reserved for issuance and delivery upon exercise of this Warrant such
number of shares of Preferred Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Articles of
Incorporation, as amended, to provide sufficient reserves of shares of Preferred
Stock issuable upon exercise of this Warrant.  All such shares shall
be duly authorized, and when issued upon such exercise, shall be validly issued,
fully paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights, except encumbrances or restrictions arising under federal or
state securities laws. Issuance of this Warrant shall constitute full authority
to the Company’s officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Preferred Stock upon the exercise of this Warrant.


    
      
        
           

        

         


      

      
        -4-

        
          

        

      

      
         


      

    


    8.           TRANSFER AND
EXCHANGE.  Subject to the terms and conditions of this Warrant
and compliance with all applicable securities laws, this Warrant and all rights
hereunder may be transferred to any Registered Holder’s parent, subsidiary or
affiliate, or, if the Registered Holder is a partnership, to any partner of such
Registered Holder, in whole or in part, on the books of the Company maintained
for such purpose at the principal office of the Company referred to above, by
the Registered Holder hereof in person, or by duly authorized attorney, upon
surrender of this Warrant properly endorsed and upon payment of any necessary
transfer tax or other governmental charge imposed upon such
transfer.  Upon any permitted partial transfer, the Company will issue
and deliver to the Registered Holder a new Warrant or Warrants with respect to
the shares of Preferred Stock not so transferred.  Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees that
when this Warrant shall have been so endorsed, the person in possession of this
Warrant may be treated by the Company, and all other persons dealing with this
Warrant, as the absolute owner hereof for any purpose and as the person entitled
to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.

     

    9.           RESTRICTIONS ON
TRANSFER.  The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the Securities and
Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”)
covering the disposition or sale of this Warrant or the Preferred Stock issued
or issuable upon exercise hereof, as the case may be, and registration or
qualification under applicable state securities laws, such Holder will not sell,
transfer, pledge, or hypothecate any or all of this Warrant or such Preferred
Stock, as the case may be, unless either (i) the Company has received an opinion
of counsel, in form and substance reasonably satisfactory to the Company, to the
effect that such registration is not required in connection with such
disposition, or (ii) the sale of such securities is made pursuant to Rule
144.

     

    10.           COMPLIANCE WITH SECURITIES
LAWS.  By acceptance of this Warrant, the Holder hereby
represents, warrants and covenants that any shares of stock purchased upon
exercise of this Warrant shall be acquired for investment only and not with a
view to, or for sale in connection with, any distribution thereof; that the
Holder has had such opportunity as such Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit
the Holder to evaluate the merits and risks of its investment in the Company;
that the Holder is able to bear the economic risk of holding such shares as may
be acquired pursuant to the exercise of this Warrant for an indefinite period;
that the Holder understands that the shares of stock acquired pursuant to the
exercise of this Warrant will not be registered under the Securities Act (unless
otherwise required pursuant to exercise by the Holder of the registration
rights, if any, granted to the Registered Holder) and will be “restricted
securities” within the meaning of Rule 144 under the Securities Act and that the
exemption from registration under Rule 144 will not be available for at least
six (6) months from the date of exercise of this Warrant, subject to any special
treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even
then will not be available unless a public market then exists for the stock,
adequate information concerning the Company is then available to the public, and
other terms and conditions of Rule 144 are complied with; and that all stock
certificates representing shares of stock issued to the Holder upon exercise of
this Warrant or upon conversion of such shares may have affixed thereto a legend
substantially in the following form:


    
      
        
           

        

         


      

      
        -5-

        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.

     

    11.           NO RIGHTS OR LIABILITIES AS
STOCKHOLDERS.  This Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.  In the
absence of affirmative action by such Holder to purchase Preferred Stock by
exercise of this Warrant or Preferred Stock upon conversion thereof, no
provisions of this Warrant, and no enumeration herein of the rights or
privileges of the Holder hereof shall cause such Holder hereof to be a
stockholder of the Company for any purpose.

     

    12.           NOTICES.  Except as
may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand delivered to the other
party; (b) when received when sent by facsimile at the address and number set
forth below; (c) three business days after deposit in the U.S. mail with first
class or certified mail receipt requested postage prepaid and addressed to the
other party as set forth below; or (d) the next business day after deposit with
a national overnight delivery service, postage prepaid, addressed to the parties
as set forth below with next-business-day delivery guaranteed, provided that the
sending party receives a confirmation of delivery from the delivery service
provider.

     

    
      
        	
                To
    Holder:

              	
                To the
      Company:

              
	
                Richard
      Kall

              	
                DigitalFX
      International, Inc.

              
	
                9000
      Players Club Drive

                Las
      Vegas, Nevada 89120

              	
                3035
      East Patrick Lane, Suite #9

                Las
      Vegas, Nevada 89120

              
	
                Attn:  Richard
      Kall

              	
                Attn:  Board
      of Directors; President

              
	
                Fax
      Number:

              	
                Fax
      Number:  (702) 938-4052

              
	 
      	 
      


      

    

    Each
person making a communication hereunder by facsimile shall promptly confirm by
telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such
communication.  A party may change or supplement the addresses given
above, or designate additional addresses, for purposes of this Section 12 by giving
the other party written notice of the new address in the manner set forth
above.

     

    13.           HEADINGS.  The
headings in this Warrant are for purposes of convenience in reference only, and
shall not be deemed to constitute a part hereof.

     

    14.           GOVERNING LAW.  This
Warrant shall be construed and enforced in accordance with, and governed by, the
laws of the State of Nevada, with regard to conflict of law principles of such
state.


    
      
        
           

        

         


      

      
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    15.           NO IMPAIRMENT.  The
Company will not, by amendment of its Articles of Incorporation, as amended, or
bylaws, or through reorganization, consolidation, merger, dissolution, issue or
sale of securities, sale of assets or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Registered Holder of this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any shares of stock issuable upon
the exercise of this Warrant above the amount payable therefor upon such
exercise, and (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
non-assessable shares of Preferred Stock upon exercise of this
Warrant.

     

    16.           NOTICES OF RECORD
DATE.  In case:

     

    16.1           the
Company shall take a record of the holders of its Preferred Stock (or other
stock or securities at the time receivable upon the exercise of this Warrant),
for the purpose of entitling them to receive any dividend or other distribution,
or any right to subscribe for or purchase any shares of stock of any class or
any other securities or to receive any other right; or

     

    16.2           of
any consolidation or merger of the Company with or into another corporation, any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, or any conveyance of all or substantially all of the assets of
the Company to another corporation in which holders of the Company’s stock are
to receive stock, securities or property of another corporation; or

     

    16.3           of
any voluntary dissolution, liquidation or winding-up of the Company;
or

     

    16.4           of
any redemption or conversion of all outstanding Preferred Stock;

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Registered
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Preferred Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
shall be entitled to exchange their shares of Preferred Stock (or such other
stock or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up.  The Company shall use all
reasonable efforts to ensure such notice shall be delivered at least thirty (30)
days prior to the date therein specified.

     

    17.           SEVERABILITY.  If
any term, provision, covenant or restriction of this Warrant is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Warrant shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     

    18.           COUNTERPARTS.  For
the convenience of the parties, any number of counterparts of this Warrant may
be executed by the parties hereto and each such executed counterpart shall be,
and shall be deemed to be, an original instrument.


    
      
        
           

        

         


      

      
        -7-

        
          

        

      

      
         


      

    


    19.           NO INCONSISTENT
AGREEMENTS.  The Company will not on or after the date of this
Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holder of this Warrant or otherwise
conflicts with the provisions hereof.  The rights granted to the
Holder hereunder do not in any way conflict with and are not inconsistent with
the rights granted to holders of the Company’s securities under any other
agreements, except rights that have been waived.

     

    20.           SATURDAYS, SUNDAYS AND
HOLIDAYS.  If the Expiration Date falls on a Saturday, Sunday
or legal holiday, the Expiration Date shall automatically be extended until 5:00
p.m. the next business day.

     

    21.           ENTIRE
AGREEMENT.  This Warrant is issued pursuant to that certain
Series A 12% Cumulative Convertible Preferred Stock Purchase Agreement entered
into between Holder and Company, and together with such agreement, contains the
sole and entire agreement and understanding of the parties with respect to the
entire subject matter of this Warrant, and any and all prior discussions,
negotiations, commitments and understandings, whether oral or otherwise, related
to the subject matter of this Warrant are hereby merged herein and
therein.

     

    22.           ACKNOWLDGEMENT.  Kall
acknowledges that the preferred stock issued under this agreement cannot be
converted into common stock prior to the receipt of the AMEX approval, which is
expected to be obtained based on the application for additional listings that
was filed on December 15, 2008.


    
      
        
           

        

         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this Warrant as of the Effective Date.

     

    
      
        
          
            
              
                
                  	
                          HOLDER:

                        	 	
                          COMPANY:

                        
	 	 	 
	 
      	 
      	 	
                          DIGITALFX
      INTERNATIONAL, INC.

                        
	 
      	 
      	 	 
      	 
      
	
                          By: 

                        	
                          /s/ Richard Kall

                        	 	
                          By:

                        	
                          /s/ Abraham Sofer

                        
	 
      	
                          Richard
      Kall

                        	 	 
      	
                          Abraham
      Sofer,
President

                        


                

              

            

          

        

      

    

     

    SIGNATURE
PAGE TO WARRANT

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    NOTICE
OF EXERCISE

     

    (To be
executed upon exercise of Warrant)

     

    DigitalFX
International, Inc.

    3035 East
Patrick Lane, Suite #9

    Las
Vegas, Nevada 89120

     

    The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, the
securities of DigitalFX International, Inc., as provided for therein, and
tenders herewith payment of the exercise price in full in the form of cash or a
certified or official bank check in same-day funds in the amount of
$____________ for _________ such securities.

     

    Please
issue a certificate or certificates for such securities in the name of, and pay
any cash for any fractional share to (please print name, address and social
security number):

     

    
      
        
          	
                  Name:

                	 
      
	 
      	 
      
	
                  Address:

                	 
      
	 
      	 
      
	
                  Signature:

                	 
      


        

      

    

     

    Note:  The
above signature should correspond exactly with the name on the first page of the
Warrant or with the name of the assignee appearing in the assignment form
attached to the Warrant.

     

    If said
number of shares shall not be all the shares purchasable under the within
Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the shares purchasable thereunder rounded up to the next
higher whole number of shares.


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    ASSIGNMENT

     

    (To be
executed only upon assignment of Warrant)

     

    For value
received, the undersigned hereby sells, assigns and transfers unto
______________________ the within Warrant, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
_________________________ attorney, to transfer said Warrant on the books of the
within-named Company with respect to the number of shares of Series A 12%
Cumulative Convertible Preferred Stock underlying the Warrant set forth below,
with full power of substitution in the premises:

     

    
      
        
          
            
              
                
                  
                    	
                            Name(s) of Assignee(s)

                          	 
      	
                            Address

                          	 
      	
                            # of shares of Series A 12%

                            Cumulative Convertible

                            Preferred Stock underlying

                            Warrant

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                  

                

              

            

          

        

      

    

     

    And if
said number of shares shall not be all the shares represented by the Warrant, a
new Warrant is to be issued in the name of said undersigned for the balance
remaining of the shares of Series A 12% Cumulative Convertible Preferred Stock
underlying the Warrant.

     

    
      	 
      	 
      
	
              Dated:

            	 
      
	 
      	 
      
	
              Signature:

            	 
      


    

     

    Notice:  The
signature to the foregoing Assignment must correspond to the name as written
upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor
institution (banks, stock brokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program)
pursuant to Securities and Exchange Commission Rule 17Ad-15.