0001193125-08-047872 Sample Contracts

COLLATERAL PARTICIPATION AGREEMENT
Collateral Participation Agreement • March 5th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida

COLLATERAL PARTICIPATION AGREEMENT, dated as of February 28, 2008, by and between eLANDIA INTERNATIONAL INC., a Delaware corporation (the “Lender”) and STANFORD INTERNATIONAL BANK, LTD., a Antiguan banking corporation (the “Participant”).

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ELANDIA INTERNATIONAL INC., a Delaware corporation FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • March 5th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone)

THIS FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT dated as of February 28, 2008 (this “Amendment”), is entered into by and between ELANDIA INTERNATIONAL INC., a Delaware corporation (the “Company”); and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (“SIBL” or the “Purchaser”).

ASSIGNMENT AGREEMENT
Assignment Agreement • March 5th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York

This Assignment Agreement (this “Agreement”) is entered into as of February 29, 2008, by and among Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), Valens U.S. SPV I, LLC, a Delaware limited liability company, as partial assignee of Laurus (“Valens,” together with Laurus, each an “Assignor” and collectively, “Assignors”), and eLandia International Inc., a Delaware corporation formerly known as Elandia, Inc.(“Assignee”).

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