0001161697-08-000318 Sample Contracts

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is dated as of March 26, 2008 (the “Effective Date”) between MEDLINK TECHNOLOGIES, INC., a Mauritius corporation (“Licensor”), and TRANSAX INTERNATIONAL LIMITED, a Colorado corporation (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but nor otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

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ESCROW AGREEMENT
Escrow Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

WHEREAS, concurrent with the execution of this Agreement, Buyer and Seller have entered into a Sstock Purchase and Option Agreement (the “Purchase Agreement”) pursuant to which Buyer shall acquire at least 45% and potentially all of the issued and outstanding capital stock of Transax Limited, a Colorado corporation (the “Company”) from Seller in accordance with the terms thereof (the “Acquisition”);

STOCK PURCHASE AND OPTION AGREEMENT
Stock Purchase and Option Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

THIS STOCK PURCHASE AND OPTION AGREEMENT is dated as of March 26, 2008, by and between TRANSAX INTERNATIONAL LIMITED, a Colorado corporation, (“Seller”), and ENGETECH, INC., a Turks & Caicos corporation (“Buyer”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

THIS STOCK PLEDGE AGREEMENT (the “Agreement”) is entered into as of the 26 day of March, 2008 (the “Effective Date”), by and among ENGETECH, INC., a Turks and Caicos corporation (the “Pledgor”) and TRANSAX INTERNATIONAL LIMITED, a Colorado corporation (the “Secured Party”).

PROMISSORY NOTE
Transax International LTD • March 31st, 2008 • Services-prepackaged software • Florida

FOR VALUE RECEIVED, ENGETECH, INC., a Turks and Caicos corporation (“Borrower”), unconditionally promises to pay to the order of TRANSAX INTERNATIONAL LIMITED, a Colorado corporation (“Lender”), the principal sum of $2,880,000 as provided below. Borrower further agrees as follows:

Transax International Sells 45% of Brazil Operations for U.S. $3.2 Million plus Performance Bonus, with Option for 55% Balance. Previous LOI Replaced with New Agreement
Transax International LTD • March 31st, 2008 • Services-prepackaged software

MIAMI, FL, March XX, 2008-- Transax International Limited (Transax) (OTCBB: TNSX), a network solutions company for healthcare providers and health insurance companies, announced today it has signed a stock purchase and option agreement to sell 45% of its Brazil operations for U.S. $3.2 million. The Company would also receive a performance bonus, depending on transaction volumes reached during 2008, which could be worth up to an additional U.S. $1.2 million.

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