0001161697-06-000648 Sample Contracts

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2006, by and among TRANSAX INTERNATIONAL, LTD. a corporation organized and existing under the laws of the state or Colorado (the “Company”) and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS INVESTMENT AGREEMENT (the “Agreement”) is dated as of January 13, 2006, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Buyer”) and TRANSAX INTERNATIONAL, LTD., a corporation organized and existing under the laws of the state of Colorado (the “Company”).

TERMINATION AGREEMENT
Termination Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software

THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of January 13, 2006, by and among TRANSAX INTERNATIONAL, LTD., a Colorado corporation (the “Company”) and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Transax International LTD • July 7th, 2006 • Services-prepackaged software

This letter shall serve as our irrevocable authorization and direction to Transfer Online, Inc. (the “Transfer Agent”) to do the following:

ESCROW AGREEMENT
Escrow Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2006 by and among TRANSAX INTERNATIONAL, LTD., a corporation organized and existing under the laws of the state of Colorado (the “Company”); CORNELL CAPITAL PARTNERS, LP (the “Investor”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”). Capitalized terms appearing herein but not defined herein shall have the meanings ascribed to such terms in the Investment Agreement (defined below).

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