Unassociated Document


    PLEDGE
      AGREEMENT

     

    PLEDGE
      AGREEMENT (this
      "Agreement"),
      dated
      as of November 30, 2007, made by each entity listed as a pledgor on the
      signature pages hereto (each a "Pledgor"
      and
      collectively, the "Pledgors"),
      in
      favor of PORTSIDE
      GROWTH AND OPPORTUNITY FUND
      a
      company organized under the laws of the Cayman Islands, in its capacity as
      collateral agent (in such capacity, the "Collateral
      Agent")
      for the
"Buyers"
      (as
      defined below) party to the Securities Purchase Agreement, dated as of November
      29, 2007 (as amended, restated or otherwise modified from time to time, the
      "Securities
      Purchase Agreement").

     

    WITNESSETH:

     

    WHEREAS,
      DigitalFX International, Inc., a Florida corporation (the "Company")
      and
      each party listed as a "Buyer"
      on the
      Schedule of Buyers attached to the Securities Purchase Agreement (collectively,
      the "Buyers")
      are
      parties to the Securities Purchase Agreement, pursuant to which the Company
      has
      agreed to sell, and the Buyers have agreed to purchase, the "Notes"
      (as
      defined therein);

     

    WHEREAS,
      it is a condition precedent to the Buyers purchasing the Notes that the Pledgors
      shall have executed and delivered to the Collateral Agent for the benefit of
      itself and the Buyers this Agreement to secure all of the Company's obligations
      under the Securities Purchase Agreement, the Notes issued pursuant thereto
      (as
      such Notes may be amended, restated, replaced or otherwise modified from time
      to
      time in accordance with the terms thereof, collectively, the "Notes")
      and the
      other "Transaction Documents" (as defined in the Securities Purchase Agreement,
      the "Transaction
      Documents"),
      on
      such terms and conditions as are set forth herein;

     

    WHEREAS,
      each of the Pledgors other than the Company (i) shall have executed a Guaranty,
      dated as of the date hereof, in favor of the Collateral Agent (the "Guaranty"),
      guaranteeing all present and future obligations of the Company under the
      Securities Purchase Agreement, the Notes and the other Transaction Documents
      on
      such terms and conditions as are set forth therein and (ii) shall have executed,
      together with the Company, a Security Agreement granting the Collateral Agent
      a
      first priority perfected lien in certain of their personal property (the
      "Security
      Agreement")
      on
      such terms and conditions as are set forth therein; 

     

    WHEREAS,
      the Pledgors are mutually dependent on each other in the conduct of their
      respective businesses as an integrated operation, with the credit needed from
      time to time by each Pledgor often being provided through financing obtained
      by
      the other Pledgors and the ability to obtain such financing being dependent
      on
      the successful operations of all of the Pledgors as a whole; and

     

    WHEREAS,
      each Pledgor has determined that the execution, delivery and performance of
      this
      Agreement directly benefits, and is in the best interest of, such
      Pledgor.

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements herein and in
      order to induce the Buyers to perform under the Securities Purchase Agreement,
      each Pledgor agrees with the Collateral Agent as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1. Definitions
      and Rules of Interpretation.

     

    (a) Definitions.
      Reference is made to the Securities Purchase Agreement and the Notes for a
      statement of terms thereof. All terms used in this Agreement which are defined
      in the Securities Purchase Agreement or the Notes or in Article 8 or Article
      9
      of the Uniform Commercial Code as in effect from time to time in the State
      of
      New York (the "Code"),
      and
      which are not otherwise defined herein shall have the same meanings herein
      as
      set forth therein; provided,
      that
      terms used herein which are defined in the Code as in effect in the State of
      New
      York on the date hereof shall continue to have the same meaning notwithstanding
      any replacement or amendment of such statute except as the Collateral Agent
      may
      otherwise determine. In the event that any such term is defined in both the
      Securities Purchase Agreement or the Notes and the Code, the definition of
      such
      term in the Securities Purchase Agreement or the Notes shall
      control.

     

    (b) Rules
      of Interpretation.
      Except
      as otherwise expressly provided in this Agreement, the following rules of
      interpretation apply to this Agreement: (i) the singular includes the plural
      and
      the plural includes the singular; (ii) "or" and "any" are not exclusive and
      "include" and "including" are not limiting; (iii) a reference to any agreement
      or other contract includes permitted supplements and amendments; (iv) a
      reference to a law includes any amendment or modification to such law and any
      rules or regulations issued thereunder; (v) a reference to a person includes
      its
      permitted successors and assigns; and (vi) a reference in this Agreement to
      an
      Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex,
      Exhibit or Schedule of this Agreement.

     

    SECTION
      2. Pledge
      and Grant of Security Interest. As collateral security for all of the
      Obligations (as defined in Section 3 hereof), each of the Pledgors hereby
      pledges and assigns and grants to the Collateral Agent a continuing security
      interest in, and Lien on, all of such Pledgor's right, title and interest in
      and
      to the following (collectively, the "Collateral"):

     

    (a) all
      present, as set forth in Schedule
      I,
      and all
      future, issued and outstanding shares of capital stock, or other equity or
      investment securities of, or partnership, membership, or joint venture interests
      in, each Subsidiary (as defined in the Securities Purchase Agreement), whether
      now owned or hereafter acquired by such Pledgor and whether or not evidenced
      or
      represented by any stock certificate, certificated security or other instrument,
      together with the certificates representing such equity interests, all options
      and other rights, contractual or otherwise, in respect thereof and all
      dividends, distributions, cash, instruments, investment property and any other
      property (including, but not limited to, any stock dividend and any distribution
      in connection with a stock split) from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of the
      foregoing and all cash and noncash proceeds thereof (collectively, the
"Pledged
      Shares"); 

     

    (b) all
      present and future increases, profits, combinations, reclassifications, and
      substitutes and replacements for all or part of the foregoing Collateral
      heretofore described;

     

    (c) all
      investment property, financial assets, securities, capital stock, other equity
      interests, stock options and commodity contracts of such Pledgor, all notes,
      debentures, bonds, promissory notes or other evidences of indebtedness payable
      or owing to such Pledgor, and all other assets now or hereafter received or
      receivable with respect to the foregoing;

     

    
      
        
        

      

      
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    (d) all
      securities entitlements of such Pledgor in any and all of the foregoing;
      and

     

    (e) all
      proceeds (including proceeds of proceeds) of any and all of the
      foregoing;

     

    in
      each
      case, whether now owned or hereafter acquired by such Pledgor and howsoever
      its
      interest therein may arise or appear (whether by ownership, security interest,
      Lien, claim or otherwise).

     

    Notwithstanding
      anything herein to the contrary, the term "Collateral"
      shall
      not include in the case of a Subsidiary organized under the laws of a
      jurisdiction other than the United States, any of the states thereof or the
      District of Columbia (a "Foreign
      Subsidiary"),
      more
      than 65% (or
      such
      greater percentage that,
      due
      to a change in applicable law after the date hereof, (i) would not reasonably
      be
      expected to cause the undistributed earnings of such Foreign Subsidiary as
      determined for United States federal income tax purposes to be treated as a
      deemed dividend to such Foreign Subsidiary's United States parent and (ii)
      would
      not reasonably be expected to cause any
      material
      adverse tax consequences) of the issued and outstanding shares of Capital
      Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
      (it being understood and agreed that the Collateral shall include 100%
of
      the
      issued and outstanding shares of Capital
      Stock not entitled to vote (within the meaning of Treas. Reg. Section
      1.956-2(c)(2)) or other equity interest of such Foreign Subsidiary).
"Capital
      Stock"
      means
      (i) with respect to any Person that is a corporation, any and all shares,
      interests, participations or other equivalents (however designated and whether
      or not voting) of corporate stock, and (ii) with respect to any Person that
      is
      not a corporation, any and all partnership, membership or other equity interests
      of such Person. "Person"
      means an
      individual, corporation, limited liability company, partnership, association,
      joint-stock company, trust, unincorporated organization, joint venture or other
      enterprise or entity or Governmental Authority. "Governmental
      Authority"
      means
      any nation or government, any Federal, state, city, town, municipality, county,
      local or other political subdivision thereof or thereto and any department,
      commission, board, bureau, instrumentality, agency or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government.

     

    The
      Pledgors agree that the pledge of the shares of Capital Stock acquired by a
      Pledgor of any and all Persons now or hereafter existing who is a Foreign
      Subsidiary may be supplemented by one or more separate pledge agreements, deeds
      of pledge, share charges, or other similar agreements or instruments, executed
      and delivered by the relevant Pledgors in favor of the Collateral Agent, which
      pledge agreements will provide for the pledge of such shares of Capital Stock
      in
      accordance with the laws of the applicable foreign jurisdiction. With respect
      to
      such shares of Capital Stock, the Collateral Agent may, at any time and from
      time to time, in its sole discretion, take actions in such foreign jurisdictions
      that will result in the perfection of the Lien created in such shares of Capital
      Stock.

     

    
      
        
        

      

      
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    SECTION
      3. Security
      for Obligations. The security interest created hereby in the Collateral
      constitutes continuing collateral security for all of the following obligations,
      whether now existing or hereafter incurred (the "Obligations"):

     

    (a) (i)
      the
      payment by the Company, as and when due and payable (by scheduled maturity,
      required prepayment, acceleration, demand or otherwise), of all amounts from
      time to time owing by it in respect of the Securities Purchase Agreement, the
      Notes and the other Transaction Documents, and (ii) the payment by each of
      the
      Guarantors (as defined in the Guaranty), as and when due and payable of all
      “Guaranteed Obligations” under (and as defined in) the Guaranty, including,
      without limitation, (A) all principal of and interest on the Notes (including,
      without limitation, all interest that accrues after the commencement of any
      bankruptcy proceeding of the Pledgors, whether or not the payment of such
      interest is unenforceable or is not allowable due to the existence of such
      bankruptcy proceeding), and (B) all fees, commissions, expense reimbursements,
      indemnifications and all other amounts due or to become due under any of the
      Transaction Documents; and

     

    (b) the
      due
      performance and observance by each Pledgor of all of its other obligations
      from
      time to time existing in respect of any of the Transaction Documents for so
      long
      as the Notes are outstanding.

     

    SECTION
      4. Delivery
      of the Collateral.

     

    (a) All
      certificates currently representing the Pledged Shares shall be delivered to
      the
      Collateral Agent on or prior to the execution and delivery of this Agreement.
      All other promissory notes, certificates and instruments constituting Collateral
      from time to time or required to be pledged to the Collateral Agent pursuant
      to
      the terms of this Agreement (the "Additional
      Collateral")
      shall
      be delivered to the Collateral Agent promptly upon receipt thereof by or on
      behalf of any of the Pledgors. All such promissory notes, certificates and
      instruments shall be held by the Collateral Agent pursuant hereto and shall
      be
      delivered in suitable form for transfer by delivery or shall be accompanied
      by
      duly executed instruments of transfer or assignment or undated stock powers
      executed in blank, all in form and substance reasonably satisfactory to the
      Collateral Agent. If any Collateral consists of uncertificated securities,
      unless the immediately following sentence is applicable thereto, the Pledgors
      shall cause the Collateral Agent (or its designated custodian, nominee or other
      designee) to become the registered holder thereof, or cause each issuer of
      such
      securities to agree that it will comply with instructions originated by the
      Collateral Agent (or its designated custodian, nominee or other designee) with
      respect to such securities without further consent by the Pledgors. If any
      Collateral consists of securities entitlements, the Pledgors shall transfer
      such
      securities entitlements to the Collateral Agent (or its designated custodian,
      nominee or other designee) or cause the applicable securities intermediary
      to
      agree that it will comply with entitlement orders by the Collateral Agent (or
      its designated custodian, nominee or other designee) without further consent
      by
      the Pledgors. 

     

    (b) Promptly
      upon the receipt by any Pledgor of any Additional Collateral, a Pledge
      Amendment, duly executed by such Pledgor, in substantially the form of
Annex
      I
      hereto
      (a "Pledge
      Amendment"),
      shall
      be delivered to the Collateral Agent, in respect of the Additional Collateral
      which is or are to be pledged pursuant to this Agreement, which Pledge Amendment
      shall from and after delivery thereof constitute part of Schedule
      I
      hereto.
      Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge
      Amendment to this Agreement and agrees that all promissory notes, certificates
      or instruments listed on any Pledge Amendment shall for all purposes hereunder
      constitute Collateral and such Pledgor shall be deemed upon delivery thereof
      to
      have made the representations and warranties set forth in Section
      5
      with
      respect to such Additional Collateral as of the date of the Pledge
      Amendment.

     

    
      
        
        

      

      
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    (c) If
      any
      Pledgor shall receive, by virtue of such Pledgor's being or having been an
      owner
      of any Collateral, any (i) stock certificate (including, without limitation,
      any
      certificate representing a stock dividend or distribution in connection with
      any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares, stock split, spin-off or split-off),
      promissory note or other instrument, (ii) option or right, whether as an
      addition to, substitution for, or in exchange for, any Collateral, or otherwise,
      (iii) dividends payable in cash (except such dividends permitted to be
      retained by such Pledgor pursuant to Section
      7
      hereof)
      or in securities or other property or (iv) dividends, distributions, cash,
      instruments, investment property and other property in connection with a partial
      or total liquidation or dissolution or in connection with a reduction of
      capital, capital surplus or paid-in surplus, such Pledgor shall receive such
      stock certificate, promissory note, instrument, option, right, payment or
      distribution in trust for the benefit of the Collateral Agent, shall segregate
      it from such Pledgor's other property and shall deliver it forthwith to the
      Collateral Agent in the exact form received, with any necessary endorsement
      and/or appropriate stock powers duly executed in blank, to be held by the
      Collateral Agent as Collateral and as further collateral security for the
      Obligations.

     

    SECTION
      5. Representations
      and Warranties. Each Pledgor jointly and severally represents and warrants
      as of the date of this Agreement as follows:

     

    (a) Each
      Pledgor (i) is a corporation, limited liability company or limited partnership
      duly organized, validly existing and in good standing under the laws of the
      state or jurisdiction of its organization, and (ii) has all corporate, limited
      liability company or limited partnership power and authority to execute, deliver
      and perform this Agreement.

     

    (b) The
      execution, delivery and performance by each Pledgor of this Agreement (i) have
      been duly authorized by all necessary corporate, limited liability company
      or
      limited partnership action, (ii) do not and will not contravene its charter
      or
      bylaws, its limited liability company or operating agreement or its certificate
      of partnership or partnership agreement, as applicable, or any applicable law
      or
      any contractual restriction binding on or affecting it or any of its properties,
      and (iii) do not and will not result in or require the creation of any Lien
      upon
      or with respect to any of its properties other than pursuant to this
      Agreement.

     

    (c) The
      issuers of the Pledged Shares set forth in Schedule
      I
      hereto
      are the
      Pledgors' only Subsidiaries existing on the date hereof. The
      Pledged Shares have been duly authorized and validly issued, are fully paid
      and
      nonassessable and the holders thereof are not entitled to any preemptive first
      refusal or other similar rights.
      Except
      as noted in Schedule
      I
      hereto,
      the Pledged Shares constitute 100% of the issued shares of capital stock,
      partnership interests or membership or other equity interests, as applicable,
      of
      the Subsidiaries. All other shares of stock constituting Collateral will be,
      when issued, duly authorized and validly issued, fully paid and
      nonassessable.

     

    
      
        
        

      

      
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    (d) The
      Pledgors are and will be at all times the legal and beneficial owners of the
      Collateral free and clear of any Lien, other than Permitted Liens.

     

    (e) The
      exercise by the Collateral Agent of any of its rights and remedies hereunder
      will not contravene any law or any contractual restriction binding on or
      affecting any Pledgor or any of the properties of any Pledgor and will not
      result in or require the creation of any Lien upon or with respect to any of
      the
      properties of any Pledgor other than pursuant to this Agreement and the other
      Transaction Documents.

     

    (f) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority is required to be obtained by any Pledgor for (i)
      the
      due execution, delivery and performance by any Pledgor of this Agreement, (ii)
      the grant by any Pledgor, or the perfection of the security interest and Lien
      purported to be created hereby in the Collateral or (iii) the exercise by the
      Collateral Agent of any of its rights and remedies hereunder, except as may
      be
      required in connection with any sale of any Collateral by laws affecting the
      offering and sale of securities generally.

     

    (g) This
      Agreement creates a valid security interest and Lien in favor of the Collateral
      Agent in the Collateral, as security for the Obligations. The Collateral Agent's
      having possession of the promissory notes evidencing the Collateral, the
      certificates representing the Pledged Shares and all other certificates,
      instruments and cash constituting Collateral from time to time results in the
      perfection of the security interest in such Collateral. Such security interest
      and Lien is, or in the case of Collateral in which any of the Pledgors obtains
      rights after the date hereof, will be, a perfected Lien. All action necessary
      to
      perfect and protect such security interest and Lien has been duly taken,
except
      for the Collateral Agent's having possession of certificates, instruments,
      securities entitlements and cash constituting Collateral
      after
      the date hereof.

     

    SECTION
      6. Covenants
      as to the Collateral. So long as any Obligations shall remain outstanding
      and the Securities Purchase Agreement and the other Transaction Documents shall
      not have been terminated, each Pledgor will, unless the Collateral Agent shall
      otherwise consent in writing:

     

    (a) keep
      adequate records concerning the Collateral owned or purported to be owned by
      it,
      and permit, in accordance with Section 4 (i) of the Securities Purchase
      Agreement, the Collateral Agent, or any designees or representatives thereof
      at
      any time or from time to time during reasonable hours after prior written notice
      to examine and make copies of and abstracts from such records;

     

    (b) at
      the
      Pledgors' joint and several expense, promptly deliver to the Collateral Agent
      a
      copy of each material notice or other material communication received by any
      Pledgor in respect of the Collateral;

     

    
      
        
        

      

      
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    (c) at
      the
      Pledgors' joint and several expense, defend the Collateral Agent's right, title
      and security interest in and to the Collateral against the claims of any Person
      (other than the holders of Permitted Liens);

     

    (d) at
      the
      Pledgors' joint and several expense, at any time and from time to time, promptly
      execute and deliver all further instruments and documents and take all further
      action that may be necessary or that the Collateral Agent may reasonably request
      in order to (i) perfect and protect, or maintain the perfection of, the
      security interest and Lien purported to be created hereby, (ii) enable the
      Collateral Agent to exercise and enforce its rights and remedies hereunder
      in
      respect of the Collateral or (iii) otherwise effect the purposes of this
      Agreement, including, without limitation, delivering to the Collateral Agent
      irrevocable proxies in respect of the Collateral for exercise pursuant to
      Section 7 hereof;

     

    (e) not
      sell,
      assign (by operation of law or otherwise), exchange or otherwise dispose of
      any
      Collateral or any interest therein except in the ordinary course of business
      or
      as expressly permitted by the Securities Purchase Agreement or the
      Notes;

     

    (f) not
      create or suffer to exist any Lien, upon or with respect to any Collateral
      except for Permitted Liens;

     

    (g) not
      make
      or consent to any amendment or other modification or waiver with respect to
      any
      Collateral or enter into any agreement or permit to exist any restriction with
      respect to any Collateral other than pursuant to the Transaction
      Documents;

     

    (h) except
      as
      expressly permitted by the Securities Purchase Agreement, not permit the
      issuance of (i) any additional shares of any class of capital stock, partnership
      interests, member interests or other equity of any Subsidiary, (ii) any
      securities convertible voluntarily by the holder thereof or automatically upon
      the occurrence or non-occurrence of any event or condition into, or exchangeable
      for, any such shares of capital stock of any Subsidiary or (iii) any warrants,
      options, contracts or other commitments entitling any Person to purchase or
      otherwise acquire any such shares of capital stock of any
      Subsidiary;

     

    (i) not
      issue
      any stock certificate, certificated security or other instrument to evidence
      or
      represent any shares of capital stock, any partnership interest or membership
      interest of any Subsidiary described in Schedule
      I
      hereto;
      and

     

    (j) not
      take
      or fail to take any action which would in any manner impair the validity or
      enforceability of the Collateral Agent's security interest in and Lien on any
      Collateral.

     

    SECTION
      7. Voting
      Rights, Dividends, Etc. in Respect of the Collateral.

     

    (a) So
      long
      as no Event of Default (as defined in the Notes) (an "Event
      of Default") shall
      have occurred and be continuing:

     

    (i) each
      Pledgor may exercise any and all voting and other consensual rights pertaining
      to any Collateral for any purpose not inconsistent with the terms of this
      Agreement, the Securities Purchase Agreement or the other Transaction
      Documents;

     

    
      
        
        

      

      
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    (ii) the
      Pledgors may receive and retain any and all dividends, interest or other
      distributions paid in respect of the Collateral to the extent permitted by
      the
      Securities Purchase Agreement; provided,
      however,
      that
      any and all (A) dividends and interest paid or payable other than in cash in
      respect of, and instruments and other property received, receivable or otherwise
      distributed in respect of or in exchange for, any Collateral, (B) dividends
      and
      other distributions paid or payable in cash in respect of any Collateral in
      connection with a partial or total liquidation or dissolution or in connection
      with a reduction of capital, capital surplus or paid-in surplus, and (C) cash
      paid, payable or otherwise distributed in redemption of, or in exchange for,
      any
      Collateral, together with any dividend, distribution, interest or other payment
      which at the time of such dividend, distribution, interest or other payment
      was
      not permitted by the Securities Purchase Agreement, shall be, and shall
      forthwith be delivered to the Collateral Agent to hold as, Collateral and shall,
      if received by any of the Pledgors, be received in trust for the benefit of
      the
      Collateral Agent, shall be segregated from the other property or funds of the
      Pledgors, and shall be forthwith delivered to the Collateral Agent in the exact
      form received with any necessary indorsement and/or appropriate stock powers
      duly executed in blank, to be held by the Collateral Agent as Collateral and
      as
      further collateral security for the Obligations; and

     

    (iii) the
      Collateral Agent will execute and deliver (or cause to be executed and
      delivered) to a Pledgor all such proxies and other instruments as such Pledgor
      may reasonably request for the purpose of enabling such Pledgor to exercise
      the
      voting and other rights which it is entitled to exercise pursuant to paragraph
      (i) of this Section
      7(a)
      and to
      receive the dividends, distributions, interest and other payments which it
      is
      authorized to receive and retain pursuant to paragraph (ii) of this Section
      7(a),
      in each
      case, to the extent that the Collateral Agent has possession of such
      Collateral.

     

    (b) Upon
      the
      occurrence and during the continuance of an Event of Default:

     

    (i) all
      rights of each Pledgor to exercise the voting and other consensual rights which
      it would otherwise be entitled to exercise pursuant to paragraph (i) of
      subsection (a) of this Section
      7,
      and to
      receive the dividends, distributions, interest and other payments which it
      would
      otherwise be authorized to receive and retain pursuant to paragraph (ii) of
      subsection (a) of this Section 7,
      shall
      cease, and all such rights shall thereupon become vested in the Collateral
      Agent
      which shall thereupon have the sole right to exercise such voting and other
      consensual rights and to receive and hold as Collateral such dividends,
      distributions, interest and other payments;

     

    (ii) without
      limiting the generality of the foregoing, the Collateral Agent may at its option
      exercise any and all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any of the Collateral as if it
      were
      the absolute owner thereof, including, without limitation, the right to
      exchange, in its discretion, any and all of the Collateral upon the merger,
      consolidation, reorganization, recapitalization or other adjustment of any
      issuer of the Collateral or upon the exercise by any issuer of the Collateral
      of
      any right, privilege or option pertaining to any Collateral, and, in connection
      therewith, to deposit and deliver any and all of the Collateral with any
      committee, depository, transfer collateral agent, registrar or other designated
      collateral agent upon such terms and conditions as it may determine; and


     

    
      
        
        

      

      
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    (iii) all
      dividends, distributions, interest and other payments which are received by
      any
      Pledgor contrary to the provisions of paragraph (i) of this Section
      7(b)
      shall be
      received in trust for the benefit of the Collateral Agent, shall be segregated
      from other funds of such Pledgor, and shall be forthwith paid over to the
      Collateral Agent as Collateral in the exact form received with any necessary
      indorsement and/or appropriate stock powers duly executed in blank, to be held
      by the Collateral Agent as Collateral and as further collateral security for
      the
      Obligations.

     

    SECTION
      8. Additional
      Provisions Concerning the Collateral.

     

    (a) Each
      Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing
      or continuation statements, and amendments thereto, relating to the Collateral,
      without the signature of such Pledgor where permitted by law, (ii) ratifies
      such
      authorization to the extent that the Collateral Agent has filed any such
      financing or continuation statements, or amendments thereto, without the
      signature of such Pledgor prior to the date hereof and (iii) authorizes the
      Collateral Agent to execute any agreements, instruments or other documents
      in
      such Pledgor's name and to file such agreements, instruments or other documents
      to perfect, protect or enforce the security interest and Lien of the Collateral
      Agent in the Collateral or as provided under Article 8 or Article 9 of the
      Code
      in any appropriate filing office. 

     

    (b) Each
      Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact
      and proxy, with full authority in the place and stead and in its name or
      otherwise, from time to time in the Collateral Agent's discretion to take any
      action and to execute any instrument which the Collateral Agent may deem
      necessary or advisable to accomplish the purposes of this Agreement (subject
      to
      the rights of such Pledgor under Section
      7(a)
      hereof),
      including, without limitation, to receive, indorse and collect all instruments
      made payable to such Pledgor representing any dividend, interest payment or
      other distribution in respect of any Collateral and to give full discharge
      for
      the same. This power is coupled with an interest and is irrevocable until the
      termination of this Agreement in accordance with Section 13(e)
      hereof.

     

    (c) If
      any
      Pledgor fails to perform any agreement or obligation contained herein, the
      Collateral Agent itself may perform, or cause performance of, such agreement
      or
      obligation, and the expenses of the Collateral Agent incurred in connection
      therewith shall be jointly and severally payable by the Pledgors pursuant to
      Section
      10
      hereof
      and shall be secured by the Collateral.

     

    (d) Other
      than the exercise of reasonable care to assure the safe custody of the
      Collateral while held hereunder, the Collateral Agent shall have no duty or
      liability to preserve rights pertaining thereto and shall be relieved of all
      responsibility for the Collateral upon surrendering it or tendering surrender
      of
      it to any of the Pledgors. The Collateral Agent shall be deemed to have
      exercised reasonable care in the custody and preservation of the Collateral
      in
      its possession if the Collateral is accorded treatment substantially equal
      to
      that which the Collateral Agent accords its own property, it being understood
      that the Collateral Agent shall not have responsibility for (i) ascertaining
      or
      taking action with respect to calls, conversions, exchanges, maturities, tenders
      or other matters relating to any Collateral, whether or not the Collateral
      Agent
      has or is deemed to have knowledge of such matters, or (ii) taking any necessary
      steps to preserve rights against any parties with respect to any
      Collateral.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (e) The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest in the Collateral and shall not impose any duty upon it to exercise
      any
      such powers. Except for the safe custody of any Collateral in its possession
      and
      the accounting for monies actually received by it hereunder, the Collateral
      Agent shall have no duty as to any Collateral or as to the taking of any
      necessary steps to preserve rights against prior parties or any other rights
      pertaining to any Collateral.

     

    (f) Upon
      the
      occurrence and during the continuation of any Event of Default, the Collateral
      Agent may at any time in its discretion (i) without notice to the Pledgors,
      transfer or register in the name of the Collateral Agent or any of its nominees
      any or all of the Collateral, subject only to the revocable rights of the
      Pledgors under Section
      7(a)
      hereof,
      and (ii) exchange certificates or instruments constituting Collateral for
      certificates or instruments of smaller or larger denominations. 

     

    SECTION
      9. Remedies
      Upon Default. If any Event of Default shall have occurred and be
      continuing:

     

    (a) The
      Collateral Agent may exercise in respect of the Collateral, in addition to
      other
      rights and remedies provided for herein or otherwise available to it, all of
      the
      rights and remedies of a secured party on default under the Code then in effect
      in the State of New York; and without limiting the generality of the foregoing
      and without notice except as specified below, sell the Collateral or any part
      thereof in one or more parcels at public or private sale, at any exchange or
      broker's board or elsewhere, at such price or prices and on such other terms
      as
      the Collateral Agent may deem commercially reasonable. The Pledgors agree that,
      to the extent notice of sale shall be required by law, at least ten (10) days'
      notice to any of the Pledgors of the time and place of any public sale or the
      time after which any private sale is to be made shall constitute reasonable
      notification. The Collateral Agent shall not be obligated to make any sale
      of
      Collateral regardless of notice of sale having been given. The Collateral Agent
      may adjourn any public or private sale from time to time by announcement at
      the
      time and place fixed therefor, and such sale may, without further notice, be
      made at the time and place to which it was so adjourned.

     

    (b) Each
      Pledgor recognizes that it may be impracticable to effect a public sale of
      all
      or any part of the Pledged Shares or any other securities constituting
      Collateral and that the Collateral Agent may, therefore, determine to make
      one
      or more private sales of any such securities to a restricted group of purchasers
      who will be obligated to agree, among other things, to acquire such securities
      for its own account, for investment and not with a view to the distribution
      or
      resale thereof. Each Pledgor acknowledges that any such private sale may be
      at
      prices and on terms less favorable to the seller than the prices and other
      terms
      which might have been obtained at a public sale and, notwithstanding the
      foregoing, agrees that such private sales shall be deemed to have been made
      in a
      commercially reasonable manner and that the Collateral Agent shall have no
      obligation to delay sale of any such securities for the period of time necessary
      to permit the issuer of such securities to register such securities for public
      sale under the Securities Act of 1933, as amended (the "Securities
      Act").
      Each
      Pledgor further acknowledges and agrees that any offer to sell such securities
      which has been (i) publicly advertised on a bona fide basis in a newspaper
      or
      other publication of general circulation in the financial community of New
      York,
      New York (to the extent that such an offer may be so advertised without prior
      registration under the Securities Act) or (ii) made privately in the manner
      described above to not less than fifteen (15) bona fide
      offerees
      shall be deemed to involve a "public disposition" for the purposes of Section
      9-610 of the Code (or any successor or similar, applicable statutory provision)
      as then in effect in the State of New York, notwithstanding that such sale
      may
      not constitute a "public offering" under the Securities Act, and that the
      Collateral Agent may, in such event, bid for the purchase of such
      securities.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (c) Any
      cash
      held by the Collateral Agent as Collateral and all cash proceeds received by
      the
      Collateral Agent in respect of any sale of, collection from, or other
      realization upon, all or any part of the Collateral shall be applied (after
      payment of any amounts payable to the Collateral Agent pursuant to Section
      10
      hereof)
      by the Collateral Agent against, all or any part of the Obligations in such
      order as the Collateral Agent shall elect consistent with the provisions of
      the
      Securities Purchase Agreement.

     

    (d) In
      the
      event that the proceeds of any such sale, collection or realization are
      insufficient to pay all amounts to which the Collateral Agent is legally
      entitled, the Pledgors shall be jointly and severally liable for the deficiency,
      together with interest thereon at the highest rate specified in the Notes for
      interest on overdue principal thereof or such other rate as shall be fixed
      by
      applicable law, together with the costs of collection and the reasonable fees,
      costs and expenses of any attorneys employed by the Collateral Agent to collect
      such deficiency.

     

    SECTION
      10. Indemnity
      and Expenses.

     

    (a) Each
      of
      the Pledgors, jointly and severally, hereby agrees to indemnify and hold the
      Collateral Agent (and all of its officers, directors, employees, attorneys,
      and
      consultants) harmless from and against any and all claims, damages, losses,
      liabilities, obligations, penalties, fees, costs and expenses (including,
      without limitation, reasonable legal fees and disbursements of counsel) to
      the
      extent that they arise out of or otherwise result from this Agreement
      (including, without limitation, enforcement of this Agreement), except such
      claims, losses or liabilities arising or resulting directly from such Person's
      gross negligence or willful misconduct as determined by a court of competent
      jurisdiction.

     

    (b) Each
      Pledgor shall be jointly and severally obligated for, and will upon demand
      pay
      to the Collateral Agent the reasonable amount of any and all out-of-pocket
      costs
      and expenses, including the reasonable fees and disbursements of the Collateral
      Agent's counsel and of any experts which the Collateral Agent may incur in
      connection with (i) the preparation, negotiation, execution, delivery,
      recordation, administration, amendment, waiver or other modification or
      termination of this Agreement, (ii) the custody, preservation, use or operation
      of, or the sale of, collection from, or other realization upon, any Collateral,
      (iii) the exercise or enforcement of any of the rights of the Collateral Agent
      hereunder, or (iv) the failure by any Pledgor to perform or observe any of
      the
      provisions hereof.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    SECTION
      11. Notices,
      Etc. All notices and other communications provided for hereunder shall be
      in
      writing and shall be mailed (by certified mail, postage prepaid and return
      receipt requested), sent by Federal Express or other recognized courier service
      (return receipt requested), telecopied or delivered, if to any Pledgor, to
      it at
      the address specified for the Company in the Securities Purchase Agreement
      or if
      to the Collateral Agent, to it at the address specified in the Securities
      Purchase Agreement; or as to either such Person at such other address as shall
      be designated by such Person in a written notice to such other Person complying
      as to delivery with the terms of this Section 11. All such notices and other
      communications shall be effective (i) if sent by certified mail, postage
      prepaid, return receipt requested, when received or three (3) Business Days
      after mailing, whichever first occurs, (ii) if telecopied, when transmitted
      and
      confirmation is received, provided same is on a Business Day and, if not, on
      the
      next Business Day or (iii) if delivered or sent by Federal Express or other
      recognized courier service (return receipt requested), upon delivery, provided
      same is on a Business Day and, if not, on the next Business Day. 

     

    SECTION
      12. Security
      Interest Absolute. All rights of the Collateral Agent, all Liens and all
      obligations of each of the Pledgors hereunder shall be absolute and
      unconditional irrespective of: (i) any lack of validity or enforceability of
      the
      Securities Purchase Agreement or any other Transaction Document, (ii) any change
      in the time, manner or place of payment of, or in any other term in respect
      of,
      all or any of the Obligations, or any other amendment or waiver of or consent
      to
      any departure from the Securities Purchase Agreement or any other Transaction
      Document, (iii) any exchange or release of, or non-perfection of any Lien on
      any
      Collateral, or any release or amendment or waiver of or consent to departure
      from any guaranty, for all or any of the Obligations, or (iv) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, any of the Pledgors in respect of the Obligations (other than
      the
      payment in full of the Obligations). All authorizations and agencies contained
      herein with respect to any of the Collateral are irrevocable and powers coupled
      with an interest.

     

    SECTION
      13. Miscellaneous.

     

    (a) No
      amendment of any provision of this Agreement shall be effective unless it is
      in
      writing and signed by each Pledgor and the Collateral Agent, and no waiver
      of
      any provision of this Agreement, and no consent to any departure by the Pledgors
      therefrom, shall be effective unless it is in writing and signed by the
      Collateral Agent, and then such waiver or consent shall be effective only in
      the
      specific instance and for the specific purpose for which given.

     

    (b) No
      failure on the part of the Collateral Agent to exercise, and no delay in
      exercising, any right hereunder or under any other Transaction Document shall
      operate as a waiver hereof or thereof; nor shall any single or partial exercise
      of any such right preclude any other or further exercise hereof or thereof
      or
      the exercise of any other right. The rights and remedies of the Collateral
      Agent
      provided herein and in the other Transaction Documents are cumulative and are
      in
      addition to, and not exclusive of, any rights or remedies provided by law.
      The
      rights of the Collateral Agent under any Transaction Document against any party
      thereto are not conditional or contingent on any attempt by the Collateral
      Agent
      to exercise any of its rights under any other Transaction Document against
      such
      party or against any other Person.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (c) Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or affecting the validity or enforceability of such provision in any
      other jurisdiction. 

     

    (d) This
      Agreement shall create a continuing security interest in and Lien on the
      Collateral and shall (i) remain in full force and effect until the termination
      of this Agreement in accordance with Section 13 (e) hereof and (ii) be
      binding on the Pledgors and their respective successors and assigns and shall
      inure, together with all rights and remedies of the Collateral Agent, to the
      benefit of the Collateral Agent and its successors, transferees and assigns.
      Without limiting the generality of clause (ii) of the immediately preceding
      sentence, the Collateral Agent may assign or otherwise transfer its rights
      and
      obligations under this Agreement and any other Transaction Document to any
      other
      Person pursuant to the terms of the Securities Purchase Agreement, and such
      other Person shall thereupon become vested with all of the benefits in respect
      thereof granted to the Collateral Agent herein or otherwise. Upon any such
      assignment or transfer, all references in this Agreement to the Collateral
      Agent
      shall mean the assignee of the Collateral Agent. None of the rights or
      obligations of any of the Pledgors hereunder may be assigned or otherwise
      transferred without the prior written consent of the Collateral Agent, and
      any
      such assignment or transfer without such consent shall be null and
      void.

     

    (e) Notwithstanding
      anything to the contrary in this Agreement, (i) this Agreement (along with
      all
      powers of attorney granted hereunder) and the security interests and Lien
      created hereby shall terminate and all rights to the Collateral shall revert
      to
      the Pledgors upon the repayment in full and/or complete conversion to equity
      securities of the Company of all indebtedness obligations owed by the Company
      to
      the Buyers under the Notes (including, without limitation, all principal,
      interest and fees related to the Notes), and (ii) the Collateral Agent will,
      upon each Pledgor's request and at each such Pledgor's expense, (A) return
      to
      such Pledgor such of the Collateral (to the extent delivered to the Collateral
      Agent) as shall not have been sold or otherwise disposed of or applied pursuant
      to the terms hereof, and (B) execute and deliver to such Pledgor, without
      recourse, representation or warranty, such documents as such Pledgor shall
      reasonably request to evidence such termination.

     

    (f) The
      internal laws, and not the laws of conflicts, of New York shall govern the
      enforceability and validity of this Agreement, the construction of its terms
      and
      the interpretation of the rights and duties of the parties, except as required
      by mandatory provisions of law and except to the extent that the validity and
      perfection or the perfection and the effect of perfection or non-perfection
      of
      the security interest and Lien created hereby, or remedies hereunder, in respect
      of any particular Collateral are governed by the law of a jurisdiction other
      than the State of New York.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (g) Each
      party to this Agreement hereby irrevocably and unconditionally submits, for
      itself and its property, to the exclusive jurisdiction of the United States
      District Court for the Southern District of New York sitting in Manhattan or
      the
      Commercial Division, Civil Branch of the Supreme Court of the State of Yew
      York
      sitting in New York County in connection with any suit, action or proceeding
      directly or indirectly arising out of, under or in connection with this
      Agreement or the other Transaction Documents or the transactions contemplated
      hereby or thereby. No party to this Agreement may move to (i) transfer any
      such
      suit, action or proceeding brought in such New York court or federal court
      to
      another jurisdiction, (ii) consolidate any such suit, action or proceeding
      brought in such New York court or federal court with a suit, action or
      proceeding in another jurisdiction or (iii) dismiss any such suit, action or
      proceeding brought in such New York court or federal court for the purpose
      of
      bringing the same in another jurisdiction. Each party to this Agreement agrees
      that a final judgment in any such suit, action or proceeding shall be conclusive
      and may be enforced in any other jurisdiction by suit on the judgment or in
      any
      other manner provided by law. Each party to this Agreement hereby irrevocably
      and unconditionally waives, to the fullest extent it may legally and effectively
      do so, any objection which it may now or hereafter have to the laying of venue
      of any suit, action or proceeding arising out of or relating to this Agreement
      or the other Transaction Documents, in any New York court sitting in the County
      of New York or any federal court sitting in the Southern District of New
      York.

     

    (h) Each
      Pledgor irrevocably consents to the service of process of any of the aforesaid
      courts in any such action, suit or proceeding by the mailing of copies thereof
      by registered or certified mail (or any substantially similar form of mail),
      postage prepaid, to such
      Pledgor at its address provided herein, such service to become effective when
      received or 10 days after such mailing, whichever first occurs.

     

    (i) Nothing
      contained herein shall affect the right of the Collateral Agent to serve process
      in any other manner permitted by law or commence legal proceedings or otherwise
      proceed against any Pledgor or any property of any Pledgor in any other
      jurisdiction.

     

    (j) Each
      Pledgor irrevocably and unconditionally waives any right it may have to claim
      or
      recover in any legal action, suit or proceeding referred to in this Section
      any
      special, exemplary, punitive or consequential damages.

     

    (k) EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR
      PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT OR OTHER TRANSACTION DOCUMENTS.

     

    (l) The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    (m) This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which shall be deemed to be an
      original, but all of which taken together shall constitute one and the same
      agreement.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (n) All
      of
      the obligations of the Pledgors hereunder are joint and several. The Collateral
      Agent may, in its sole and absolute discretion, enforce the provisions hereof
      against any of the Pledgors and shall not be required to proceed against all
      Pledgors jointly or seek payment from the Pledgors ratably. In addition, the
      Collateral Agent may, in its sole and absolute discretion, select the Collateral
      of any one or more of the Pledgors for sale or application to the Obligations,
      without regard to the ownership of such Collateral, and shall not be required
      to
      make such selection ratably from the Collateral owned by all of the Pledgors.
      The release or discharge of any Pledgor by the Collateral Agent shall not
      release or discharge any other Pledgor from the obligations of such Person
      hereunder.

     

    [Signature
      Page Follows]

     


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    

          IN
        WITNESS
        WHEREOF,
        each
        Pledgor has caused this Agreement to be executed and delivered by its officer
        thereunto duly authorized, as of the date first above
        written.

    

     

    
      	 	 	 
	 	DIGITALFX INTERNATIONAL,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	
              Title:

            


    

    
       

      
        	 	 	 
	 	DIGITALFX NETWORKS,
                LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	
                Title:

              


      

      
         

        
          	 	 	 
	 	DIGITALFX SOLUTIONS,
                  LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:

	 	
                  Title:

                


        

        
           

          
            	 	 	 
	 	VMDIRECT L.L.C.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:

	 	
                    Title:

                  


          

           

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	ACCEPTED
              BY:	 	 	 
	 	 	 	 
	PORTSIDE GROWTH AND OPPORTUNITY
              FUND	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
                

              

              Name:

            	 	 	
            
	
              Title:

            	 	 	 


    

     

    
       

       

       

       

      Pledge
        Agreement