MANAGEMENT CONSULTING SERVICES AGREEMENT

EXHIBIT 10.1

MANAGEMENT CONSULTING SERVICES AGREEMENT

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THIS MANAGEMENT CONSULTING SERVICES AGREEMENT is made and dated for reference

effective as at July 1, 2007 (the "EFFECTIVE DATE").

AMONG:

TRANSAX INTERNATIONAL LIMITED., a company incorporated under the laws

of the State of Colorado , U.S.A., and having an executive office and

an address for notice and delivery located at 8th Floor, 5201 Blue

Lagoon Drive Miami, Florida, 33126, USA

(the "COMPANY")

AND:

TRANSAX LIMITED., a company incorporated under the laws of the British

Virgin Islands, and also having an executive office and an address for

notice and delivery Floor, 5201 Blue Lagoon Drive Miami, Florida,

33126, USA

(the "SUBSIDIARY COMPANY", and together with the Company, the

"COMPANIES")

AND:

CARLINGFORD INVESTMENTS LIMITED having an address for notice and

delivery located at 80 Raffles Place, #16-20 UOB Plaza 2, Singapore,

048624

(the "CONSULTANT")

WHEREAS:

A. The Company is incorporated under the laws of the State of Colorado, U.S.A.,

has a class of securities registered with the United States Securities and

Exchange Commission and has its common shares (the "COMMON SHARES") listed for

trading on the NASD Over-The-Counter Bulletin Board;

B. The Subsidiary Company is a subsidiary of the Company and is incorporated

under the laws of the State of Colorado, USA;

C. Stephen Walters ("MR. WALTERS"), has rendered services as President and Chief

Executive Officer of the Company and Subsidiary Company since 2003 and 2002

respectively on certain terms and conditions (the "FORMER AGREEMENT") as

approved by the Board of Directors.

D. The Company, the Subsidiary Company, and the Consultant wish to enter into a

new Management Consulting Services Agreement in lieu of the Former Agreement

pursuant to which the Consultant will render services to the Company and to the

Subsidiary Company upon certain terms and conditions as set out herein; and

E. Mr. Walters was the founder of the Company and the Subsidiary Company and has

contributed substantially in the development of the vision and business of the

Company since its inception, and the arrangement of all major financing for the

Companies.

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NOW THEREFORE, in consideration of the mutual covenants and provisos herein

contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS. For all purposes of this Agreement, except as otherwise

expressly provided or unless the context otherwise requires, the following words

and phrases will have the following meanings:

(a) "AGREEMENT" means this Management Consulting Services

Agreement as from time to time supplemented or amended by one

or more agreements entered into pursuant to the applicable

provisions hereof, together with any Schedules attached

hereto;

(b) "BOARD OF DIRECTORS" means the Board of Directors of each or

either of the Company and the Subsidiary Company as duly

constituted from time to time;

(c) "CHANGE IN CONTROL" means, in relation to Section 4.10 herein,

the occurrence of any of the following events:

(i) the acquisition, whether direct or indirect, of

voting shares of the Company in excess of 30% of the

issued and outstanding voting shares of the Company

by a person or group of persons acting in concert,

other than through any compensation or incentive

based plan adopted by the Company and other than by

persons who are, or who are controlled by the

existing shareholders of the Company.

(ii) a merger of the voting shares of the Company where

the voting shares of the resulting merged company are

owned or controlled by shareholders of whom more than

30% are not the same as the shareholders of the

Company immediately prior to the merger; or

(iii) a sale by the Company of substantially all of the

assets of the Company to an entity that is not

controlled by either the shareholders of the Company

or by the Company. (d) "OPTION" means stock options

to purchase Common Shares;

(e) "PARTIES" or "PARTY" means, individually and collectively, the

Company, the Subsidiary Company, and/or the Consultant hereto,

as the context so requires, together with each of their

respective successors and permitted assigns as the context so

requires;

(i) "REGULATORY APPROVAL" means the acceptance for filing, if

required, of the transactions contemplated by this Agreement

by the Regulatory Authorities;

(j) "REGULATORY AUTHORITIES" and "REGULATORY AUTHORITY" means,

either singularly or collectively as the context so requires,

such regulatory agencies that have jurisdiction over the

affairs of either of the Company, the Subsidiary Company.

and/or the Consultant and including, without limitation, and

where applicable, the United States Securities and Exchange

Commission, NASD and all regulatory authorities from whom any

such authorization, approval or other action is required to be

obtained or to be made in connection with the transactions

contemplated by this Agreement;

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ARTICLE 2

FORMER AGREEMENT AND

GENERAL SERVICES AND DUTIES OF THE CONSULTANT

2.1 REPLACEMENT OF FORMER AGREEMENT. This Agreement constitutes the entire

agreement to date between the Parties hereto and replaces, in its entirety, the

Former Agreement, together with every previous agreement, discussion,

expectation, negotiation, representation or understanding, whether oral or

written, express or implied, statutory or otherwise, between the Parties with

respect to the subject matter of the Former Agreement.

2.2 GENERAL SERVICES. During the continuance of this Agreement the Companies

hereby agree to retain the Consultant to provide the services of Mr. Walters as

the President and Chief Executive Officer of each of the Companies. The

Consultant hereby agrees to be subject to the direction and supervision of, and

to have the authority as is delegated to the Consultant by, the Board of

Directors of the Company consistent with such positions, and the Consultant also

agrees to provide such related services as the Board of Directors will

reasonably assign to the Consultant from time to time and as may be necessary

for the ongoing maintenance and development of the Companies' various Business

interests during the continuance of this Agreement (collectively, the "GENERAL

SERVICES").

2.3 FULL-TIME PROVISION OF GENERAL SERVICES. The Parties expressly acknowledge

and agree that the Consultant will commit and provide to the Companies the

General Services on a reasonably full-time basis during the continuance of this

Agreement and in consideration for the provision of the General Services, the

Company agrees to pay and provide to the order and direction of the Consultant

each of the proposed Fees, bonuses, Expenses, applicable payment reimbursements,

Options, Vacation pay, Benefits and Severance Package in accordance with Article

3 and Article 4 herein.

2.4 ADDITIONAL DUTIES RESPECTING THE GENERAL SERVICES. Without in any way

limiting the generality of the General Services as set forth in Section 2.2

herein, the Parties further acknowledge and agree that Consultant will, during

the continuance of this Agreement:

(a) devote reasonably all of its consulting time to the provision

of the General Services as may be determined and required by

the Board of Directors;

(b) perform the General Services faithfully, diligently, to the

best of the its abilities and in the best interests of the

Companies; and

(c) at all times prioritize its consulting time for the Companies

in accordance with this Section 2.4.

2.5 ADHERENCE TO RULES AND POLICIES OF THE COMPANIES. The Consultant and agrees

to abide by the reasonable rules, regulations, instructions, personnel practices

and policies of the Companies and any changes thereto which may be adopted from

time to time as such rules, regulations, instructions, personnel practices and

policies may be reasonably applied to the Consultant as the Chairman and Chief

Executive Officer of each of the Companies.

ARTICLE 3

EFFECTIVENESS, TERMINATION AND SEVERANCE

3.1 EFFECTIVENESS OF THE AGREEMENT. This Agreement commences on the Effective

Date but is subject at all times to the Companies' prior receipt, if required,

of Regulatory Approval from each of the Regulatory Authorities to the terms and

conditions of and the transactions contemplated by this Agreement.

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3.2 TERMINATION WITHOUT CAUSE BY THE COMPANIES. Notwithstanding any other

provision herein, the Companies may terminate this Agreement without cause at

any time after the Effective Date upon their delivery to the Consultant of prior

written notice of their intention to do so (the "NOTICE OF TERMINATION") at

least 60 calendar days prior to the effective date of any such termination (the

"EFFECTIVE TERMINATION DATE").

3.3 ONGOING OBLIGATIONS OF CONSULTANT. If the Companies terminate this Agreement

pursuant to Section 3.2 above, the Consultant's ongoing obligation to provide

the General Services will continue only until the Effective Termination Date and

the Companies will continue to pay to the Consultant all amounts otherwise

payable to the Consultant under Article 4 herein until the Effective Termination

Date (including, but without limiting any of the amounts payable under Article 4

herein, a pro rata portion of any Fees, bonuses, Vacation pay and Benefits).

3.4 SEVERANCE PACKAGE. If this Agreement is terminated pursuant to Section 3.2

above, the Companies will pay to the Consultant, in addition to all of the

amounts otherwise due and payable to the Consultant under Article 4 herein, the

following amounts in the following manner, subject at all times to the

Consultant's ongoing compliance with the its obligations under Article 5 herein:

(a) an additional severance cash payment equating to an aggregate

of 24 months of the monthly Fee then payable by the Companies

to the Consultant on the Effective Termination Date, payable

within 10 business days of the Effective Termination Date;

(b) any Expense payment reimbursements which would then be due and

owing by the Companies to the Consultant to the date of the

Effective Termination Date; and, subject to the Consultant's

prior compliance with the provisions of Section 4.7 herein,

payable within 10 business days of the Effective Termination

Date;

(c) any Vacation pay which would then be due and owing by the

Companies to the Consultant to the date of the Effective

Termination Date; and payable within 10 business days of the

Effective Termination Date;

(d) confirmation that all of the Consultant's then issued and

outstanding and vested Options in and to the Companies as at

the Effective Termination Date are exercisable for a period of

five years from the Effective Termination Date; and

(e) confirmation that all of the Consultant's then Benefits and

Insurance coverage pursuant to Sections 4.9 and 6.2 would be

extended to the Consultant for a period ending one year from

the Effective Termination Date;

with the aggregate of each such obligation of the Companies to the Consultant

under each of Section 3.4(a), (b), (c), (d) and (e) herein being herein

collectively referred to as the "SEVERANCE PACKAGE".

3.5 TERMINATION WITHOUT CAUSE BY THE CONSULTANT. Notwithstanding any other

provision of this Agreement, this Agreement may be terminated by the Consultant

without cause at any time after the Effective Date and during the continuance of

this Agreement upon the Consultant's delivery to the Companies of prior written

notice of its intention to do so at least 60 calendar days prior to the

effective date of any such termination (herein also the "EFFECTIVE TERMINATION

DATE"). The Company will pay to the Consultant:

(a) all of the amounts due and payable to the Consultant by the

Companies pursuant to Article 4 herein until the Effective

Termination Date, and

(b) all of the amounts otherwise due or payable to the Consultant

by the Companies pursuant to the Severance Package.

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3.6 TERMINATION FOR CAUSE BY ANY PARTY. Notwithstanding any other provision of

this Agreement, this Agreement may be terminated by any Party hereto at any time

upon written notice to the other Parties of such Party's intention to do so at

least 60 calendar days prior to the effective date of any such termination

(herein also the "EFFECTIVE TERMINATION DATE"), and damages sought, if:

(a) the defaulting Party fails to cure a material breach of any

provision of this Agreement within 30 calendar days from its

receipt of written notice from said Party (unless such

material breach cannot be reasonably cured within said 30

calendar days and the defaulting Party is actively pursuing to

sure said material breach);

(b) the defaulting Party is willfully non-compliant in the

performance of its respective duties under this Agreement

within 30 calendar days from its receipt of written notice

from said Party (unless such willful non-compliance cannot be

reasonably corrected within said 30 calendar days and the

defaulting Party is actively pursuing to cure said willful

non-compliance);

(c) the defaulting Party commits fraud or serious neglect or

misconduct in the discharge of its respective duties hereunder

or under the law; or

(d) the defaulting Party becomes adjudged bankrupt or a petition

for reorganization or arrangement under any law relating to

bankruptcy, and where any such involuntary petition is not

dismissed within 30 calendar days.

In this regard, and in the event that either of the Companies terminates this

Agreement at any time for cause by providing 30 calendar days' prior written

notice to the Consultant with respect to either of Section 3.4(a) or 3.4(b) only

herein, the Company will pay to the Consultant all of the amounts otherwise due

or payable to the Consultant by the Company pursuant to Article 4 herein until

the Effective Termination Date (the "ADVANCE"); and which Advance may then be

utilized by the Consultant to either cure or correct any material breach or

willful non-compliance consequent thereon; failing which the Company may then

offset or claim any such Advance as against any other amounts which may then be

due and owing by the Company to the Consultant under the terms and conditions of

this Agreement.

In this regard, and in the event that the Consultant terminates this Agreement

at any time for cause by providing 30 calendar days' prior written notice to the

Company with respect to either of Section 3.4(a)or (b) only herein, the Company

will also pay to the Consultant all of the amounts otherwise due or payable to

the Consultant by the Company pursuant to Article 4 herein until the Effective

Termination Date as an Advance. In addition, and should it then be either agreed

by the Company or determined by a court of competent jurisdiction that the

Consultant had, in fact, appropriately terminated this Agreement for cause, the

Company will then be obligated to provide and pay to the Consultant all of the

amounts which comprise the Severance Package in the manner as set forth in

Section 3.2 herein.

ARTICLE 4

GENERAL SERVICES COMPENSATION OF THE CONSULTANT

4.1 FEES. It is hereby acknowledged and agreed that the Consultant will render

the General Services during the continuance of this Agreement and will thus be

compensated by the Company and the Subsidiary Company from the effective date of

this Agreement to the termination of the same as follows:

(a) by way of the payment by the Company to the Consultant, or to

the further order or direction of the Consultant as the

Consultant may determine, in the Consultant's sole and

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absolute discretion, and advise the Company of prior to such

payment, of the monthly fee $17,500 (the "FEES") all such Fees

will be due and payable by the Company to the Consultant, or

to the further order or direction of the Consultant as the

Consultant may determine, in the Consultant's sole and

absolute discretion, and advise the Company of prior to any

such fee payment, on the final business day of the month of

the monthly period of service during the continuance of this

Agreement.

(b) a signing bonus of one million shares of restricted common

stock of the Company to be issued 4months after the effective

date of this agreement subject to satisfactory service.

4.2 INCREASE IN THE FEES. It is hereby acknowledged and agreed that the Fees

will be reviewed and renegotiated at the request of any Party annually during

the continuance of this Agreement and, in the event that the Parties cannot

agree, then the Fees will be increased on an annual basis by the greater of (i)

7.5% and (ii) the percentage which is the average percentage of all increases to

management salaries and fees within the Company during the previous 12months

period.

4.3 BONUSES AND OPTIONS The Company will pay to the Consultant, at the sole

discretion of the Board, such bonuses and w