AMENDMENT TO AGREEMENT OF PURCHASE AND REASSIGNMENT
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         That   certain   agreement   entitled   "Agreement   of  Purchase   And
Reassignment"  executed  on the 30th day of October  2001 by and  between  Merit
Studios, Inc. and Videolocity Direct, Inc. wherein Merit Studios, Inc. agrees to
buy and reacquire and Videolocity Direct, Inc. agrees to sell and reassign those
two  certain  license  agreements   entitled,   "Amended  and  Restated  License
Agreement",  under date of October 27,  2000,  and executed on March 6, 2001 and
the "License  Agreement" executed on May 29, 2001, said agreement being restated
and amended only as follows, to wit;

         1). Merit Studios,  Inc. will pay $600,000 U.S. to Videolocity  Direct,
Inc. as follows;

              a).  Merit Studios,  Inc. will pay to Videolocity Direct, Inc. 50%
                   of any and all funds  received  by Merit  Studios,  Inc.,  or
                   received by any  subsidiary of Merit  Studios,  Inc.  (either
                   borrowed or as paid in capital)  until $600,000 U.S. has been
                   paid,  however,  in any event the entire  amount of  $600,000
                   U.S.  must be paid in full  within 120 days from  October 30,
                   2001.

         2). Merit Studios,  Inc. will immediately  reassign 2,500,000 shares of
Videolocity Direct, Inc. stock to Videolocity Direct,  Inc., for cancellation to
its treasury of unissued shares,

         3).   Videolocity   Direct,   Inc.  will  transfer  a  1,000,000  share
certificate  of Merit  Studios,  Inc.  stock it  owns,  standing  in the name of
Michael John to Merit Studios, Inc., or its designated assignee, upon completion
of the payments as set forth in sub paragraph (a) above,

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   AMENDMENT TO AGREEMENT OF PURCHASE AND REASSIGNMENT DATED NOVEMBER 2, 2001
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         4). Both companies  hereto will enter into a mutual release,  releasing
each other from any and all  liabilities,  upon the completion by Merit Studios,
Inc. of the payments as set forth in sub paragraph (a) above.

         All of the terms and conditions  contained  herein are agreed to by and
between the arties hereto.

         Due to the fact that Merit Studios, Inc. and Videolocity International,
Inc.  (which owns control of  Videolocity  Direct,  Inc.) are publicly owned and
traded  companies,  it is  agreed  that  Merit  Studios,  Inc.  and  Videolocity
International,  Inc.  will  enter into a joint  release  to the  public  through
Business Wire, immediately upon the execution of this agreement.


Dated: November 2, 2001:



Merit Studios, Inc.                         Videolocity Direct, Inc.

By:_______________________________          By:___________________________
     Mr. Michael John, CEO                       George Norman, Chairman
     Merit Studios, Inc.                         Videolocity Direct, Inc.
     1930 Village Center Circle                  358 S. 700 E. Suite B604
     PMB #402, Suite 3                           Salt Lake City, UT. 84102
     Las Vegas, NV. 89134


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