Unassociated Document


    GUARANTY

     

    GUARANTY,
      dated as of November 30, 2007 made by each of the undersigned (each a
      "Guarantor",
      and
      collectively, the "Guarantors"),
      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 (each a "Buyer",
      and
      collectively, the "Buyers")
      are
      parties to the Securities Purchase Agreement;

     

    WHEREAS,
      the Securities Purchase Agreement requires that the Guarantors execute and
      deliver to the Collateral Agent, (i) a guaranty guaranteeing all of the
      obligations of the Company under the Securities Purchase Agreement, the Notes
      (as defined below and the "Transaction Documents" (as defined in the Securities
      Purchase Agreement, the "Transaction
      Documents");
      and
      (ii) a Security Agreement dated the date hereof granting the Collateral Agent
      a
      lien in all of their personal property (the "Security
      Agreement");
      and

     

    WHEREAS,
      each Guarantor has determined that the execution, delivery and performance
      of
      this Guaranty directly benefits, and is in the best interest of, such
      Guarantor;

     

    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 Guarantor hereby agrees with each Buyer as follows:

     

    SECTION
      1. Definitions.
      Reference is hereby made to the Securities Purchase Agreement and the "Notes"
      (as defined) in and issued pursuant to the Securities Purchase Agreement and
      (as
      such Notes may be amended, restated, replaced or otherwise modified from time
      to
      time in accordance with the terms thereof, collectively, the "Notes")
      for a
      statement of the terms thereof. All terms used in this Guaranty, which are
      defined in the Securities Purchase Agreement or the Notes and not otherwise
      defined herein, shall have the same meanings herein as set forth therein.


     

    SECTION
      2. Guaranty.
      The
      Guarantors, jointly and severally, hereby unconditionally and irrevocably,
      guaranty the punctual payment, as and when due and payable, by stated maturity
      or otherwise, of all Obligations (as defined in the Security Agreement) of
      the
      Company from time to time owing by it in respect of the Securities Purchase
      Agreement, the Notes and the other Transaction Documents, including, without
      limitation, all interest that accrues after the commencement of any Insolvency
      Proceeding (as defined in the Security Agreement) of the Company or any
      Guarantor, whether or not the payment of such interest is unenforceable or
      is
      not allowable due to the existence of such Insolvency Proceeding, and all fees,
      commissions, expense reimbursements, indemnifications and all other amounts
      due
      or to become due under any of the Transaction Documents (such obligations,
      to
      the extent not paid by the Company, being the "Guaranteed
      Obligations"),
      and
      agrees to pay any and all expenses (including reasonable counsel fees and
      expenses) reasonably incurred by the Collateral Agent in enforcing any rights
      under this Guaranty. Without limiting the generality of the foregoing, each
      Guarantor's liability hereunder shall extend to all amounts that constitute
      part
      of the Guaranteed Obligations and would be owed by the Company to the Collateral
      Agent under the Securities Purchase Agreement and the Notes but for the fact
      that they are unenforceable or not allowable due to the existence of an
      Insolvency Proceeding involving any Guarantor or the Company (each, a
      "Transaction
      Party").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3. Guaranty
      Absolute; Continuing Guaranty; Assignments.

     

    (a)
       The
      Guarantors, jointly and severally, guaranty that the Guaranteed Obligations
      will
      be paid strictly in accordance with the terms of the Transaction Documents,
      regardless of any law, regulation or order now or hereafter in effect in any
      jurisdiction affecting any of such terms or the rights of the Collateral Agent
      with respect thereto. The obligations of each Guarantor under this Guaranty
      are
      independent of the Guaranteed Obligations, and a separate action or actions
      may
      be brought and prosecuted against any Guarantor to enforce such obligations,
      irrespective of whether any action is brought against any Transaction Party
      or
      whether any Transaction Party is joined in any such action or actions. The
      liability of any Guarantor under this Guaranty shall be irrevocable, absolute
      and unconditional irrespective of, and each Guarantor hereby irrevocably waives,
      to the extent permitted by law, any defenses it may now or hereafter have in
      any
      way relating to, any or all of the following:

     

    (i) any
      lack
      of validity or enforceability of any Transaction Document or any agreement
      or
      instrument relating thereto;

     

    (ii) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from any Transaction Document, including, without
      limitation, any increase in the Guaranteed Obligations resulting from the
      extension of additional credit to any Transaction
      Party
      or
      otherwise;

     

    (iii) any
      taking, exchange, release or non-perfection of any Collateral (as defined in
      the
      Security Agreement), or any taking, release or amendment or waiver of or consent
      to departure from any other guaranty, for all or any of the Guaranteed
      Obligations;

     

    (iv) any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of any Transaction
      Party;
      or

     

    (v) any
      other
      circumstance (including any statute of limitations) or any existence of or
      reliance on any representation by the Collateral Agent that might otherwise
      constitute a defense available to, or a discharge of, any Transaction Party
      or
      any other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by the Collateral
      Agent
      or any
      other Person upon the insolvency, bankruptcy or reorganization of any
      Transaction Party or otherwise, all as though such payment had not been
      made.

     

    
      
        
        

      

      
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    (b)
       This
      Guaranty is a continuing guaranty and shall (i) remain in full force and effect
      until the indefeasible cash payment in full of the Guaranteed Obligations (other
      than inchoate indemnity obligations) and/or complete conversion of all of the
      Company's obligations under the Notes to equity securities of the Company and
      payment of all other amounts payable under this Guaranty (other than inchoate
      indemnity obligations) and shall not terminate for any reason prior to the
      Maturity Date of the Notes (other than payment in full of the Notes and/or
      complete conversion of all of the Company's obligations under the Notes to
      equity securities of the Company) and (ii) be binding upon each Guarantor and
      its respective successors and assigns. This Guaranty shall inure to the benefit
      of and be enforceable by the Collateral
      Agent
      and its
      successors, and permitted pledgees, transferees and assigns. Without limiting
      the generality of the foregoing sentence, the Collateral Agent or any Buyer
      may
      pledge, assign or otherwise transfer all or any portion of its rights and
      obligations under and subject to the terms of any Transaction Document to any
      other Person, and such other Person shall thereupon become vested with all
      the
      benefits in respect thereof granted to such Collateral Agent or Buyer herein
      or
      otherwise, in each case as provided in the Securities Purchase Agreement or
      such
      Transaction Document. Notwithstanding the foregoing and for the avoidance of
      doubt, this Guaranty will expire and each Guarantor will be released from its
      obligation hereunder upon the earlier of payment in full and/or complete
      conversion of the Obligations to equity securities of the Company.

     

    SECTION
      4. Waivers.
      To the
      extent permitted by applicable law, each Guarantor hereby
      waives promptness, diligence, notice of acceptance and any other notice with
      respect to any of the Guaranteed Obligations and this Guaranty and any
      requirement that the Collateral Agent exhaust any right or take any action
      against any Transaction Party or any other Person or any Collateral. Each
      Guarantor acknowledges that it will receive direct and indirect benefits from
      the financing arrangements contemplated herein and that the waiver set forth
      in
      this Section 4
      is knowingly made in contemplation of such benefits. The Guarantors hereby
      waive
      any right to revoke this Guaranty, and acknowledge that this Guaranty is
      continuing in nature and applies to all Guaranteed Obligations, whether existing
      now or in the future.

     

    SECTION
      5. Subrogation.
      No
      Guarantor may exercise any rights that it may now or hereafter acquire against
      any Transaction Party or any other guarantor that arise from the existence,
      payment, performance or enforcement of any Guarantor's obligations under this
      Guaranty, including, without limitation, any right of subrogation,
      reimbursement, exoneration, contribution or indemnification and any right to
      participate in any claim or remedy of the Collateral Agent against any
      Transaction Party or any other guarantor or any Collateral, whether or not
      such
      claim, remedy or right arises in equity or under contract, statute or common
      law, including, without limitation, the right to take or receive from any
      Transaction Party or any other guarantor, directly or indirectly, in cash or
      other property or by set-off or in any other manner, payment or security solely
      on account of such claim, remedy or right, unless and until all of the
      Guaranteed Obligations (other than inchoate indemnity obligations) and all
      other
      amounts payable under this Guaranty (other than inchoate indemnity obligations)
      shall have indefeasibly
      been
      paid in full in cash and/or completely converted to equity securities of the
      Company. If any amount shall be paid to a Guarantor in violation of the
      immediately preceding sentence at any time prior to the later of the payment
      in
      full in cash and/or complete conversion to equity securities of the Company
      of
      the Guaranteed Obligations and all other amounts payable under this Guaranty,
      such amount shall be held in trust for the benefit of the Collateral Agent
      and
      shall forthwith be paid to the Collateral Agent to be credited and applied
      to
      the Guaranteed Obligations and all other amounts payable under this Guaranty,
      whether matured or unmatured, in accordance with the terms of the Transaction
      Document, or to be held as Collateral for any Guaranteed Obligations or other
      amounts payable under this Guaranty thereafter arising. If (a) any
      Guarantor shall make payment to the Collateral Agent of all or any part of
      the
      Guaranteed Obligations, and (b) all of the Guaranteed Obligations (other
      than inchoate indemnity obligations) and all other amounts payable under this
      Guaranty (other than inchoate indemnity obligations) shall indefeasibly
      be
      paid in full in cash and/or completely converted to equity securities of the
      Company, the Collateral Agent will, at such Guarantor's request and expense,
      execute and deliver to such Guarantor appropriate documents, without recourse
      and without representation or warranty, necessary to evidence the transfer
      by
      subrogation to such Guarantor of an interest in the Guaranteed Obligations
      resulting from such payment by such Guarantor.

     

    
      
        
        

      

      
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    SECTION
      6. Representations,
      Warranties and Covenants.
      

     

    (a)
       Each
      Guarantor hereby represents and warrants as of the date first written above
      as
      follows:

     

    (i) The
      Guarantor (A) is a corporation, limited liability company or limited partnership
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization as set forth on the signature pages hereto,
      (B)
      has all requisite corporate, limited liability company or limited partnership
      power and authority to conduct its business as now conducted and as presently
      contemplated and to execute and deliver this Guaranty and each other Transaction
      Document to which the
      Guarantor
      is a
      party, and to consummate the transactions contemplated hereby and thereby and
      (C) is duly qualified to do business and is in good standing in each
      jurisdiction in which the character of the properties owned or leased by it
      or
      in which the transaction of its business makes such qualification necessary
      except where the failure to be so qualified would not result in a Material
      Adverse Effect.

     

    (ii) The
      execution, delivery and performance by the
      Guarantor
      of this
      Guaranty and each other Transaction Document to which the
      Guarantor
      is a
      party (A) have been duly authorized by all necessary corporate, limited
      liability company or limited partnership action, (B) do not and will not
      contravene its charter or by-laws, 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
      the
      Guarantor
      or its
      properties do not and will not result in or require the creation of any lien
      (other than pursuant to any Transaction Document) upon or with respect to any
      of
      its properties, and (C) do not and will not result in any default,
      noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
      of
      any material permit, license, authorization or approval applicable to it or
      its
      operations or any of its properties.

     

    
      
        
        

      

      
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    (iii) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority is required in connection with the due execution,
      delivery and performance by the
      Guarantor
      of this
      Guaranty or any of the other Transaction Documents to which the
      Guarantor
      is a
      party (other than expressly provided for in any of the Transaction
      Documents).

     

    (iv) Each
      of
      this Guaranty and the other Transaction Documents to which the
      Guarantor
      is or
      will be a party, when delivered, will be, a legal, valid and binding obligation
      of the
      Guarantor,
      enforceable against the
      Guarantor
      in
      accordance with its terms, except as may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or
      other similar laws and equitable principles (regardless of whether enforcement
      is sought in equity or at law). 

     

    (v) There
      is
      no pending or, to the best knowledge of the
      Guarantor,
      threatened action, suit or proceeding against the
      Guarantor
      or to
      which any of the properties of the
      Guarantor
      is
      subject, before any court or other governmental authority or any arbitrator
      that
      (A) if adversely determined, could reasonably be expected to have a
      Material Adverse Effect or (B) relates to this Guaranty or any of the other
      Transaction Documents to which the
      Guarantor
      is a
      party or any transaction contemplated hereby or thereby. 

     

    (vi) The
      Guarantor (A) has read and understands the terms and conditions of the
      Securities Purchase Agreement and the other Transaction Documents, and
      (B) now has and will continue to have independent means of obtaining
      information concerning the affairs, financial condition and business of the
      Company and the other Transaction Parties, and has no need of, or right to
      obtain from any Buyer, any credit or other information concerning the affairs,
      financial condition or business of the Company or the other Transaction Parties
      that may come under the control of any Buyer.

     

    (b)
       The
      Guarantor covenants and agrees that until indefeasible full and final payment
      of
      the Guaranteed Obligations and/or complete conversion of all of the Company's
      obligations under the Notes to equity securities of the Company, it will comply
      with each of the covenants (except to the extent applicable only to a public
      company) which are set forth in Section 4
      of the Securities Purchase Agreement as if the Guarantor were a party
      thereto.

     

    SECTION
      7. Right
      of Set-off.
      Upon
      the occurrence and during the continuance of any Event of Default, any
      Buyer may, and is hereby authorized to, at any time and from time to time,
      without notice to the Guarantors (any such notice being expressly waived by
      each
      Guarantor) and to the fullest extent permitted by law, set-off and apply any
      and
      all deposits (general or special, time or demand, provisional or final) at
      any
      time held and other indebtedness at any time owing by any Buyer to or for the
      credit or the account of any Guarantor against any and all obligations of the
      Guarantors now or hereafter existing under this Guaranty or any other
      Transaction Document, irrespective of whether or not any Buyer shall have made
      any demand under this Guaranty or any other Transaction Document and although
      such obligations may be contingent or unmatured. Each Buyer agrees to notify
      the
      relevant Guarantor promptly after any such set-off and application made by
      such
      Buyer, provided that the failure to give such notice shall not affect the
      validity of such set-off and application. The rights of any Buyer under this
      Section 7
      are in
      addition to other rights and remedies (including, without limitation, other
      rights of set-off) which such Buyer may have under this Guaranty or any other
      Transaction Document in law or otherwise.

     

    
      
        
        

      

      
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    SECTION
      8. Notices,
      Etc.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be mailed, telecopied or delivered, if to any Guarantor that is a Foreign
      Subsidiary (as defined in the Security Agreement), to the address of the Company
      set forth on the signature page hereto, if to any Guarantor that is not a
      Foreign Subsidiary, to it at its address set forth on the signature page hereto,
      or if to the Collateral Agent or any Buyer, to it at its respective address
      set
      forth in the Securities Purchase Agreement; or as to any 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 8.
      All
      such notices and other communications shall be effective (i) if mailed (by
      certified mail, postage prepaid and return receipt requested), when received
      or
      three Business Days after deposited in the mails, whichever occurs first; (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
      by hand, upon delivery, provided same is on a Business Day and, if not, on
      the
      next Business Day. For the avoidance of doubt, the Foreign Subsidiaries, as
      Guarantors, hereby appoint the Company as its agent for receipt of service
      of
      process and all notices and other communications in the United States at the
      address specified below.

     

    SECTION
      9. CONSENT
      TO JURISDICTION; SERVICE OF PROCESS AND VENUE.
      ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER
      TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
      IN
      THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
      DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
      GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY
      AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
      EACH
      GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF
      NEW
      YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR
      PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
      ANY
      OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
      OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS
      ADDRESS FOR NOTICES AS SET FORTH ON THE SIGNATURE PAGE HERETO AND TO THE
      SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE
      TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
      THE
      COLLATERAL AGENT TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
      OR
      TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN
      ANY
      OTHER JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT
      IN
      ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
      BEEN
      BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
      HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
      LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
      ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
      PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT
      OF
      ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION
      DOCUMENTS.

     

    
      
        
        

      

      
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    SECTION
      10. WAIVER
      OF JURY TRIAL, ETC.
      EACH
      GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
      OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER
      TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
      DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED
      IN
      CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
      EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS,
      AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED
      BEFORE A COURT AND NOT BEFORE A JURY. EACH GUARANTOR CERTIFIES THAT NO OFFICER,
      REPRESENTATIVE, AGENT OR ATTORNEY OF THE COLLATERAL AGENT OR ANY BUYER HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY BUYER WOULD NOT, IN THE EVENT
      OF
      ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS.
      EACH GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR THE COLLATERAL
      AGENT
      ENTERING
      INTO THIS AGREEMENT.

     

    SECTION
      11. Taxes.
      

     

    (a)
       All
      payments made by any Guarantor hereunder or under any other Transaction Document
      shall be made in accordance with the terms of the respective Transaction
      Document and shall be made without set-off, counterclaim, deduction or other
      defense. All such payments shall be made free and clear of and without deduction
      for any present or future taxes, levies, imposts, deductions, charges or
      withholdings, and all liabilities with respect thereto, excluding
      taxes
      imposed on the net income of any Buyer by the jurisdiction in which such Buyer
      is organized or where it has its principal lending office (all such nonexcluded
      taxes, levies, imposts, deductions, charges, withholdings and liabilities,
      collectively or individually, "Taxes").
      If
      any Guarantor shall be required to deduct or to withhold any Taxes from or
      in
      respect of any amount payable hereunder or under any other Transaction
      Document:

     

    (i) the
      amount so payable shall be increased to the extent necessary so that after
      making all required deductions and withholdings (including Taxes on amounts
      payable to any Buyer pursuant to this sentence) each Buyer receives an amount
      equal to the sum it would have received had no such deduction or withholding
      been made, 

     

    (ii) such
      Guarantor shall make such deduction or withholding,

     

    (iii) such
      Guarantor shall pay the full amount deducted or withheld to the relevant
      taxation authority in accordance with applicable law, and 

     

    
      
        
        

      

      
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    (iv) as
      promptly as possible thereafter, such Guarantor shall send the Buyers an
      official receipt (or, if an official receipt is not available, such other
      documentation as shall be satisfactory to the Collateral Agent, as the case
      may
      be) showing payment.  In addition, each Guarantor agrees to pay any present
      or future stamp or documentary taxes or any other excise or property taxes,
      charges or similar levies that arise from any payment made hereunder or from
      the
      execution, delivery, registration or enforcement of, or otherwise with respect
      to, this Agreement or any other Transaction Document (collectively,
      "Other
      Taxes").

     

    (b)
       Each
      Guarantor hereby indemnifies and agrees to hold the Collateral Agent and each
      Buyer (each an "Indemnified
      Party")
      harmless from and against Taxes or Other Taxes (including, without limitation,
      any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
      this Section 11)
      paid by
      any Indemnified Party  as a result of any payment made hereunder or from
      the execution, delivery, registration or enforcement of, or otherwise with
      respect to, this Agreement or any other Transaction Document, and any liability
      (including penalties, interest and expenses for nonpayment, late payment or
      otherwise) arising therefrom or with respect thereto, whether or not such Taxes
      or Other Taxes were correctly or legally asserted.  This indemnification
      shall be paid within 30 days from the date on which the Collateral Agent or
      such
      Buyer makes written demand therefor, which demand shall identify the nature
      and
      amount of such Taxes or Other Taxes.

     

    (c)
       If
      any
      Guarantor fails to perform any of its obligations under this Section 11,
      such
      Guarantor shall indemnify the Collateral Agent and each Buyer for any taxes,
      interest or penalties that may become payable as a result of any such failure.
      The obligations of the Guarantors under this Section 11
      shall
      survive the termination of this Guaranty and the payment of the Obligations
      and
      all other amounts payable hereunder.

     

    SECTION
      12. Miscellaneous.
      

     

    (a)
       Each
      Guarantor will make each payment hereunder in lawful money of the United States
      of America and in immediately available funds to each Buyer, at such address
      specified by such Buyer from time to time by notice to the
      Guarantors.

     

    (b)
       No
      amendment or waiver of any provision of this Guaranty and no consent to any
      departure by any Guarantor therefrom shall in any event be effective unless
      the
      same shall be in writing and signed by each Guarantor and each Buyer, and then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given.

     

    (c)
       No
      failure on the part of any Buyer to exercise, and no delay in exercising, any
      right hereunder or under any other Transaction Document shall operate as a
      waiver thereof, nor shall any single or partial exercise of any right hereunder
      or under any Transaction Document preclude any other or further exercise thereof
      or the exercise of any other right. The rights and remedies of the Collateral
      Agent and the Buyers 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 and the Buyers under any
      Transaction Document against any party thereto are not conditional or contingent
      on any attempt by the Collateral Agent or any Buyer to exercise any of their
      respective rights under any other Transaction Document against such party or
      against any other Person.

     

    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    

     

    (d)
       Any
      provision of this Guaranty that 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.

     

    (e)
       This
      Guaranty shall (i) be binding on each Guarantor and its respective successors
      and assigns, and (ii) inure, together with all rights and remedies of the
      Collateral Agent hereunder, to the benefit of the Collateral Agent, the Buyers
      and their respective successors, transferees and assigns. Without limiting
      the
      generality of clause (ii) of the immediately preceding sentence, the Collateral
      Agent and any Buyer may assign or otherwise transfer its rights and obligations
      under the Securities Purchase Agreement or any other Transaction Document to
      any
      other Person in accordance with the terms thereof, and such other Person shall
      thereupon become vested with all of the benefits in respect thereof granted
      to
      the Collateral Agent or such Buyer, as the case may be, herein or otherwise.
      None of the rights or obligations of any Guarantor hereunder may be assigned
      or
      otherwise transferred without the prior written consent of each
      Buyer.

     

    (f)
       This
      Guaranty reflects the entire understanding of the transaction contemplated
      hereby and shall not be contradicted or qualified by any other agreement, oral
      or written, entered into before the date hereof.

     

    (g)
       Section
      headings herein are included for convenience of reference only and shall not
      constitute a part of this Agreement for any other purpose.

     

    (h)
       THIS
      GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
      STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN
      WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by
      its
      respective duly authorized officer, as of the date first above
      written.

     

    
      	 	 	 
	 	DIGITALFX NETWORKS,
              LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	
              Title:
                

            


    

    
       

      
        	 	 	 
	 	DIGITALFX SOLUTIONS,
                LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	
                Title:
                  

              


      

      
         

        
          	 	 	 
	 	VMDIRECT L.L.C.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:

	 	
                  Title:
                    

                


        

         

         

         

         

         

        Guaranty