0001193125-09-035080 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT CONTRACT
Employment Contract • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This SECOND AMENDMENT is made on of the 31 day of December 2008, between DAVID D. CATHCART (hereinafter referred to as “Employee”) and TRX, INC., a Georgia corporation (hereinafter referred to as the “Company”).

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SECOND AMENDMENT TO EMPLOYMENT CONTRACT
Employment Contract • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This SECOND AMENDMENT is made on of the 12 day of December 2008, between VICTOR P. PYNN (hereinafter referred to as “Employee”) and TRX, INC., a Georgia corporation (hereinafter referred to as the “Company”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 2, 2008 by and among TRX, INC. (the “Borrower”) and ATLANTIC CAPITAL BANK, as Lender (the “Lender”).

FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

THIS FIRST AMENDMENT TO PROMISSORY NOTE (“Amendment”) is made as of this 7th day of November, 2008, by and between TRX, Inc., a Georgia corporation (“Borrower”) and Hi-Mark, LLC, a Delaware limited liability company (“Lender”), and amends the Promissory Note made by Borrower in favor of Lender dated as of January 11, 2007 (the “Note”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.

AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT FOR THE PROVISION OF SERVICES BETWEEN TRX, INC. AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
Agreement • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This Amendment No. 2 (“Amendment”) is made and entered into this 6th day of October, 2008 between American Express Travel Related Services Company, Inc. (“Amex”) solely for the benefit of Representatives located in the United States who are also participating in Amex’s Business Travel Services Program, as such program may be changed from time to time by Amex, and have been qualified by TRX to receive the New Services, as defined below, (the “Participants”) and TRX, Inc. (“TRX”).

AMENDMENT NO. 3 (CW128180) TO AMENDED AND RESTATED AGREEMENT PHX-11/14/05-BA-01 FOR THE PROVISION OF SERVICES BETWEEN TRX, INC. AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
Services Agreement • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This Amendment No. 3 (“Amendment”) is made and entered into this 23rd day of October, 2008 between American Express Travel Related Services, Inc. (“Amex”) and TRX, Inc. (“TRX”).

EMPLOYMENT CONTRACT
Employment Contract • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS EMPLOYMENT CONTRACT made as of the 10th day of December 2008 between H. SHANE HAMMOND (hereinafter referred to as “Employee”) and TRX, INC., a Georgia corporation (hereinafter referred to as the “Company”).

FIFTH AMENDMENT TO EMPLOYMENT CONTRACT
Employment Contract • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This FIFTH AMENDMENT (the “Amendment”) is made and entered into on the 10th day of December, 2008, to that certain Employment Contract between NORWOOD H. DAVIS, III (the “Employee”) and TRX, INC., a Georgia corporation (the “Company”).

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