0001448788-12-000004 Sample Contracts

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is made this 30 day of December 2011 among CFO Oncall, Inc., (the “Debt Holder”) and Transax International Limited, a Colorado corporation (the “Company”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

THIS AGREEMENT is entered into this 29th day of December, 2011, by and between Shantou Big Tree Toys Co., Ltd., a Chinese company (“Party A”) and Wei Lin (“Party B”). Party A and Party B may collectively be referred to as the “Parties”.

Shantou Big Tree Toys Co., Ltd. Stock Transfer Agreement (Translation)
Stock Transfer Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

WHEREAS, Shantou Big Tree Toys Co., Ltd. (hereinafter referred to as “Target Company”), a Chinese limited liability company, was formed under the Laws of the Peoples Republic of china and invested by Shareholders Wei Lin and Guihong Zheng in Shantou City of Guangdong Province on Nov 21st 2003, with registered capital of RMB 5,000,000. Wei Lin owns 96% of the Target Company’s equity interest, and Guihong Zheng owns the remaining 4% interest. The business term of the “Target Company” is for long term, starting from Nov 21st 2003.

Stock Option Termination Agreement
Stock Option Termination Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

Re: Options to purchase 100,000 shares of Transax International Limited, a Colorado corporation (the “Company”) common stock, $0.00001 par value, at an exercise price of $0.06 per share (the “Stock Options”) issued under the Company’s 2004 Stock Option Plan

OPTION AGREEMENT BETWEEN LINS (HK) INT’L TRADING LIMITED AND Grantees Date: December 29, 2011
Option Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Hong Kong

THIS OPTION AGREEMENT (this "Agreement") is made on December , 2011 by and between LINS (HK) INT’L TRADING LIMITED(the “LINS”), a Hong Kong company, its representative, Mr. Dore Scott Perler, a U.S. passport holder (the "Grantor") and the individuals listed in Schedule A hereto (a "Grantee" individually, and the “Grantees” collectively).

Lease Contract (Translation)
Lease Contract • January 6th, 2012 • Transax International LTD • Services-prepackaged software

In accordance with the relevant laws and regulations of the People’s Republic of China Contract Laws, with mutual agreement after negotiation, both parties has entered into this contract to define the rights and obligations that Party A and Party B shall respectively bear.

Stock Option Termination Agreement
Stock Option Termination Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

Re: Options to purchase 100,000 shares of Transax International Limited, a Colorado corporation (the “Company”) common stock, $0.00001 par value, at an exercise price of $0.06 per share (the “Stock Options”) issued under the Company’s 2004 Stock Option Plan

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is made this 30 day of December 2011 among China Direct Investments, Inc., a Florida corporation, (the “Debt Holder”), Transax International Limited, a Colorado corporation (the “Company”) and Stephen Walters.

Management Termination Agreement
Management Termination Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

Re: Management Consulting Services Agreement dated July 1, 2007 among Transax International Limited (the “Company”), Transax Limited, and Carlingford Investments Limited (the “Management Agreement”)

CONSULTING AGREEMENT
Consulting Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

This Consulting Agreement (“Agreement”) is made as of this 30 day of December, 2011 by and between Transax International Limited., a Colorado corporation (“TNSX” or “Client”), and China Direct Investments, Inc., a Florida company, and Capital One Resource Co., Ltd., a Brunei company (collectively the “Consultants”). Client and Consultants may collectively be referred to as the “Parties”.

Contract Manufacturing Agreement (Translation)
Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

Clause 1 Party A agrees to purchase from Party B and Party B agrees to produce Big Tree Educational Magic Blocks (the “contractual products”) for Party A and label the products with Party A’s logo.

Stock Option Termination Agreement
Stock Option Termination Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

Re: Options to purchase 300,000 shares of Transax International Limited, a Colorado corporation (the “Company”) common stock, $0.00001 par value, at an exercise price of $0.06 per share (the “Stock Options”) issued under the Company’s 2004 Stock Option Plan

SHARE EXCHANGE AGREEMENT by and among TRANSAX INTERNATIONAL LIMITED a Colorado Corporation and BIG TREE INTERNATIONAL CO., LTD., a Brunei company and LINS (HK) INT’L TRADING LIMITED a Hong Kong company Dated as of December 30, 2011
Stock Exchange Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Colorado

THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this __ day of December 2011, by and between TRANSAX INTERNATIONAL LIMITED, a Colorado corporation (“TNSX”), with offices at 1133 S. University Drive, Suite 210, Plantation, Florida 33324, and BIG TREE INTERNATIONAL CO., LTD., a Brunei company (“Big Tree Brunei”), and LINS (HK) INT’L TRADING LIMITED, a Hong Kong company (“LINS” or the “Big Tree Brunei Shareholder”), upon the following premises:

BILL OF SALE AND ASSIGNMENT
Bill of Sale and Assignment • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

This BILL OF SALE AND ASSIGNMENT (the “Bill of Sale”), dated this 30 day of December, 2011, is from Stephen Walters (the “Seller”) to China Direct Investments, Inc., a Florida corporation (the “Buyer”).

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