ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT

On November 21, 2008, in conjunction with Dutchess Private Equities Fund, L.P., (the "Investor"), we amended the Investment Agreement with Dutchess Private Equities Fund, L.P.

The original Investment Agreement with the Investor provided as follows:

On July 29, 2008, we entered into an Investment Agreement with Dutchess Private Equities Fund, L.P. (the "Investor"). Pursuant to this Agreement, the Investor shall commit to purchase up to $50,000,000 of our common stock over the course of thirty-six (36) months. The amount that we shall be entitled to request from each purchase ("Puts") shall be equal to, at our election, either (i) 200% of the average daily volume (U.S. market only) of the common stock for the three
(3) trading days prior to the applicable put notice date, multiplied by the average of the three (3) daily closing prices immediately preceding the put date or (ii) $2,500,000. The put date shall be the date that the Investor receives a put notice of a draw down by us. The purchase price shall be set at ninety-three percent (93%) of the lowest Volume Weighted Average Price (VWAP) of the Common Stock during the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular Put. During this time, we shall not be entitled to deliver another put notice. Ion addition, the investor will not be obligated to purchase shares if the Investor's total number of shares beneficially held would exceed 4.99% of the number of shares of Common Stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934.

We are obligated to file a registration statement with the Securities and Exchange Commission ("SEC") covering 15,000,000 shares of the common stock underlying the Investment Agreement within 45 days after the closing date. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing date. We shall have an ongoing obligation to register additional shares of our common stock as necessary underlying the draw downs.

The amended Investor Agreement revised the original Investment Agreement with the Investor provided as follows:

The equity line of credit is amended to increase the Investor's commitment to purchase our common stock over the course of thirty-six (36) months to $100,000,000; and

The amount that we shall be entitled to request from each purchase shall be equal to, at our election, either (i) $5,000,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) closing prices immediately preceding the put date.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.

We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an "accredited investor" and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Investment Agreement by and between Domark International, Inc. and Dutchess Private Equities Fund, Ltd. (incorporated by reference to our filing on Form 8-K with the Securities and exchange Commission on August 7, 2008)

10.2 Registration Rights Agreement by and between Domark International, Inc. and Dutchess Private Equities Fund, Ltd. (incorporated by reference to our filing on Form 8-K with the Securities and exchange Commission on August 7, 2008)

10.3 Addendum by and between Domark International, Inc. and Dutchess Private Equities Fund, Ltd.