SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 29th day of
September, 2004 by and between Transax International Limited, a Colorado
corporation (the "Company") and Asia Consulting Limited ("Asia Consulting").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Asia Consulting has provided certain managerial and consulting
services to the Company in order to assist the Company in its ongoing business
operations;
WHEREAS, the Company has incurred an aggregate of $45,000.00 to Asia
Consulting relating to the managerial and consulting services provided by Asia
Consulting to the Company (the "Debt");
WHEREAS, the Company and Asia Consulting have settled their differences
regarding the Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing to Asia
Consulting and/or its designates 562,500 shares of its restricted common stock,
par value $0.00001 (the "Common Stock") at the rate of $0.08 per share (which
amount is based upon the average of the open and close price of $0.08 of the
Company's shares of Common Stock traded on the OTC Bulletin Board between
September 19 and September 29, 2004);
WHEREAS, Asia Consulting desires to convert the Debt and accept the
issuance of 562,500 shares of restricted Common Stock of the Company as full
and complete satisfaction of the Debt;
WHEREAS, the Company and Asia Consulting desire to release one another
from any and all further liability as related to the aforesaid Debt; and
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated September 29, 2004 has approved the execution of this Settlement
Agreement and the issuance of the 562,500 shares of restricted Common Stock to
Asia Consulting as settlement of the Debt.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to Asia Consulting and/or its designates
562,500 shares of its restricted Common Stock, at $0.08, as of September 29,
2004, as full and complete satisfaction and payment of the Debt.
2. Asia Consulting agrees to accept the issuance of 562,500 shares of
the restricted Common Stock of the Company as full and complete satisfaction
and payment of the Debt.
3. The Company and Asia Consulting shall agree to release each other and
forever discharge any and all claims, manner of actions, whether at law or in
equity suits, judgments, debts, liens, liabilities, demands, damages, losses,
sums of money, expenses or disputes, known or unknown, fixed or contingent,
which it now has or may have hereafter, directly or indirectly, individually or
in any capacity against each other, their successors and assigns, as well as
its present or former owners, directors, officers, stockholders, employees,
agents, heirs, by reason of any act, omission, matter, cause, or thing
whatsoever, from the beginning of time to, and including the date of the
execution of this Agreement, relating to the aforesaid Debt.
4. Asia Consulting acknowledges that the issuance of the 562,500 shares
of restricted Common Stock: (i) has not been registered under the Securities
Act of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the
exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities
Act; (iii) are being acquired solely for Asia Consulting's own account without
any present intention for resale or distribution, with the exception of those
shares of Common Stock to be transferred to designates of Asia Consulting in
accordance with that certain Letter of Instruction from Asia Consulting; (iv)
will not be resold without registration under the 1933 Securities Act or in
compliance with an available exemption from registration, unless the shares of
Common Stock are registered under the 1933 Securities Act and under any
applicable state securities law or an opinion of counsel satisfactory to the
Company is delivered to the Company to the effect that any proposed
distribution of the shares of Common Stock will not violate the registration
requirements of the 1933 Securities Act and any applicable state securities
laws; and (v) that Asia Consulting understands the economic risk of an
investment in the Common Stock and has had the opportunity to ask questions of
and receive answers from the Company's management concerning any and all
matters related to the acquisition of the Common Stock.
5. This Settlement Agreement shall be effective as of September 29,
2004 and shall be binding upon and insure to the benefit of the parties hereto
and their respective successors.
Transax International Limited
Date:_____________ By:__________________________
Xxxxxxx Xxxxxxx, President and
Chief Executive Officer
Asia Consulting Limited
Date:_____________ By:___________________________
President
