IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

    
 

    April
      1,
      2006

     

    Computershare
      Trust Company

    350
      Indiana Street, Suite 800

    Golden,
      CO 80401

    


    Attention: Securities
      Team A

    


    RE: PACER
      HEALTH CORPORATION

    


    Ladies
      and Gentlemen:

    


     

    Reference
      is made to that certain Securities Purchase Agreement (the “Securities
      Purchase Agreement”)
      of
      even date herewith by and between Pacer Health Corporation, a Florida
      corporation (the “Company”),
      and
      the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”)
      and
      that certain Insider Pledge and Escrow Agreement (the “Pledge
      Agreement”)
      of
      even date herewith among the Pledgor, the Buyers and David Gonzalez, as escrow
      agent (the “Escrow
      Agent”).
      Pursuant to the Securities Purchase Agreement, the Company shall sell to the
      Buyers, and the Buyers shall purchase from the Company, convertible debentures
      (collectively, the “Debentures”)
      in the
      aggregate principal amount of Two Million Dollars ($2,000,000), plus accrued
      interest, which are convertible into shares of the Company’s common stock, par
      value $.0001 per share (the “Common
      Stock”),
      at
      the Buyers discretion. The Company has also issued to the Buyer warrants to
      purchase up to 35,000,000 shares of Common Stock, at the Buyer’s discretion (the
“Warrant”).
      These
      instructions relate to the following stock or proposed stock issuances or
      transfers:

     

    	1.  	
            Shares
              of Common Stock to be issued to the Buyers upon conversion of the
              Debentures (“Conversion
              Shares”)
              plus the shares of Common Stock to be issued to the Buyers upon conversion
              of accrued interest and liquidated damages into Common Stock (the
              “Interest
              Shares”).
              

          


     

    	2.  	
            Up
              to 35,000,000 shares of Common Stock to be issued to the Buyers upon
              exercise of the Warrant (the “Warrant
              Shares”).

          


     

    	3.  	
            The
              transfer of up to 430,422,903 shares of Common Stock (the “Escrowed
              Shares”)
              that have been delivered to the Escrow Agent pursuant to the Pledge
              Agreement. 

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
      letter shall serve as the Company’s irrevocable authorization and direction to
      Computershare Trust Company (the “Transfer
      Agent”)
      to do
      the following:

     

    	1.  	
            Conversion
              Shares and Warrant Shares.
              

          


     

     

    	a.  	
            Instructions
              Applicable to Transfer Agent.
              With respect to the Conversion Shares, Warrant Shares and the Interest
              Shares, the Transfer Agent shall issue the Conversion Shares, Warrant
              Shares and the Interest Shares to the Buyers from time to time upon
              delivery to the Transfer Agent of a properly completed and duly executed
              Conversion Notice (the “Conversion
              Notice”)
              in the form attached as Exhibit A to the Debentures, or a properly
              completed and duly executed Exercise Notice (the “Exercise
              Notice”)
              in the form attached as Exhibit A to the Warrant, delivered to the
              Transfer Agent by the Escrow Agent on behalf of the Company. Upon receipt
              of a Conversion Notice or an Exercise Notice, the Transfer Agent shall
              within three (3) Trading Days thereafter (i) issue and surrender to
              a
              common carrier for overnight delivery to the address as specified in
              the
              Conversion Notice or the Exercise Notice, a certificate, registered
              in the
              name of the Buyer or its designees, for the number of shares of Common
              Stock to which the Buyer shall be entitled as set forth in the Conversion
              Notice or Exercise Notice or (ii) provided the Transfer Agent is
              participating in The Depository Trust Company (“DTC”)
              Fast Automated Securities Transfer Program, upon the request of the
              Buyers, credit such aggregate number of shares of Common Stock to which
              the Buyers shall be entitled to the Buyer’s or their designees’ balance
              account with DTC through its Deposit Withdrawal At
              Custodian (“DWAC”)
              system provided the Buyer causes its bank or broker to initiate the
              DWAC
              transaction. For purposes hereof “Trading
              Day”
              shall mean any day on which the Nasdaq Market is open for customary
              trading.

          


     

     

    	b.  	
            The
              Company hereby confirms to the Transfer Agent and the Buyer that
              certificates representing the Conversion Shares and the Warrant Shares
              shall not bear any legend restricting transfer and should not be subject
              to any stop-transfer restrictions and shall otherwise be freely
              transferable on the books and records of the Company; provided
              that
              counsel to the Company delivers (i) the Notice of Effectiveness set
              forth
              in Exhibit
              I
              attached hereto and (ii) an opinion of counsel in the form set forth
              in
              Exhibit
              II
              attached hereto, and that if the Conversion Shares, Warrant Shares
              and the
              Interest Shares are not registered for sale under the Securities Act
              of
              1933, as amended, then the certificates for the Conversion Shares,
              Warrant
              Shares and Interest Shares shall bear the following
              legend:

          


     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    	c.  	
            In
              the event that counsel to the Company fails or refuses to render an
              opinion as required to issue the Conversion Shares or the Warrant Shares
              in accordance with the preceding paragraph (either with or without
              restrictive legends, as applicable), then the Company irrevocably and
              expressly authorizes counsel to the Buyer to render such opinion. The
              Transfer Agent shall accept and be entitled to rely on such opinion
              for
              the purposes of issuing the Conversion Shares.


          


     

     

    	d.  	
            Instructions
              Applicable to Escrow Agent.
              Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
              or Exercise Notice and the Aggregate Exercise Price (as defined in
              the
              Warrant), the Escrow Agent shall, within one (1) Trading Day thereafter,
              send to the Transfer Agent the Conversion Notice or Exercise Notice
              as the
              case may be, which the Company acknowledges and agrees shall constitute
              an
              irrevocable instruction to the Transfer Agent to process such Conversion
              Notice or Exercise Notice in accordance with the terms of these
              instructions.

          


     

    	2.  	
            Escrowed
              Shares.
              

          


     

    	a.  	
            With
              respect to the Escrowed Shares, upon an event of default as set forth
              in
              the Pledge Agreement, the Escrow Agent shall send written notice to
              the
              Transfer Agent (“Escrow
              Notice”)
              to transfer such number of Escrow Shares as set forth in the Escrow
              Notice
              to the Buyers. Upon receipt of an Escrow Notice and the share certificate
              along with a properly executed stock power with Medallion guarantee,
              the
              Transfer Agent shall promptly transfer such number of Escrow Shares
              to the
              Buyers as shall be set forth in the Escrow Notice delivered to the
              Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall
              promptly transfer such shares from the Buyers to any subsequent transferee
              promptly upon receipt of written notice from the Buyers or their counsel
              and the share certificate along with a properly executed stock power
              with
              Medallion guarantee. If the Escrow Shares are not registered for sale
              under the Securities Act of 1933, as amended, then the certificates
              for
              the Escrow Shares shall bear the legend set forth in Section
              1b.

          


     

    	b.  	
            In
              the event that counsel to the Company fails or refuses to render an
              opinion as may be required by the Transfer Agent to affect a transfer
              of
              the Escrow Shares (either with or without restrictive legends, as
              applicable), then the Company irrevocably and expressly authorizes
              counsel
              to the Buyers to render such opinion. The Transfer Agent shall accept
              and
              be entitled to rely on such opinion for the purpose of transferring
              the
              Escrow Shares. 

          


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    	3.  	
            All
              Shares.

          


     

    	a.  	
            The
              Transfer Agent shall reserve for issuance to the Buyers a minimum of
              296,873,754 Conversion Shares and 35,000,000 Warrant Shares. All such
              shares shall remain in reserve with the Transfer Agent until the Buyers
              provides the Transfer Agent instructions that the shares or any part
              of
              them shall be taken out of reserve and shall no longer be subject to
              the
              terms of these instructions. 

          


     

    	b.  	
            The
              Company hereby irrevocably appoints the Escrow Agent as a duly authorized
              agent of the Company for the purposes of authorizing the Transfer Agent
              to
              process issuances and transfers specifically contemplated
              herein.

          


     

    	c.  	
            The
              Transfer Agent shall rely exclusively on the Conversion Notice, the
              Escrow
              Notice, or the Exercise Notice and shall have no liability for relying
              on
              such instructions. Any Conversion Notice, Escrow Notice, or Exercise
              Notice delivered hereunder shall constitute an irrevocable instruction
              to
              the Transfer Agent to process such notice or notices in accordance
              with
              the terms thereof. Such notice or notices may be transmitted to the
              Transfer Agent by facsimile or any commercially reasonable
              method.

          


     

    	d.  	
            The
              Company hereby confirms to the Transfer Agent and the Buyers that no
              instructions other than as contemplated herein will be given to Transfer
              Agent by the Company with respect to the matters referenced herein.
              The
              Company hereby authorizes the Transfer Agent, and the Transfer Agent
              shall
              be obligated, to disregard any contrary instructions received by or
              on
              behalf of the Company.

          


     

    Certain
      Notice Regarding the Escrow Agent.
      The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyers, a partner of the general partner of the Buyers
      and counsel to the Buyers in connection with the transactions contemplated
      and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated and referred herein, the Escrow
      Agent shall be permitted to continue to represent the Buyers and neither the
      Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

     Removal
      of Transfer Agent.
      The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyers.

     

    Resignation
      of Transfer Agent.
      The
      Transfer Agent may resign at any time upon giving at least thirty (30) days
      written notice to the parties; provided, however, that no such resignation
      shall
      become effective until the appointment of a successor transfer agent, which
      shall be accomplished by the parties using their best efforts to mutually agree
      on a successor transfer agent within thirty (30) days after receiving such
      notice. If the parties fail to agree upon a successor transfer agent within
      such
      time, the Transfer Agent shall have the right to petition a court of competent
      jurisdiction for the appointment of a successor transfer agent. The successor
      transfer agent shall execute and deliver an instrument accepting such
      appointment and agreeing to be bound by the terms and conditions set forth
      in
      these Irrevocable Transfer Instructions and it shall, without further acts,
      be
      vested with all the estates, properties, rights, powers and duties of the
      predecessor transfer agent as if originally named as transfer agent.


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    The
      Company herby confirms and the Transfer Agent acknowledges that while any
      portion of the Debenture
      remains unpaid and unconverted the Company and the
      Transfer Agent
      shall
      not, without the prior consent of the Buyers, (i) issue any Common Stock or
      Preferred Stock without consideration or for a consideration per share less
      than
      closing bid price determined immediately prior to its issuance, (ii) issue
      any Preferred Stock, warrant, option, right, contract, call, or other security
      or instrument granting the holder thereof the right to acquire Common Stock
      without consideration or for a consideration per share less than the closing
      bid
      price of the Common Stock determined immediately prior to its issuance,
(iii)
      issue any S-8
      shares of the Company’s Common Stock.

     

     The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company.

     

    The
      Company indemnifies and holds the Transfer Agent, its legal representatives,
      agents and successors harmless from and against any and all claims, actions,
      suits and from and against any and all liabilities, losses, damages, judgments,
      costs, charges, counsel fees and other expenses of every nature and character
      which may arise from, or in connection with, any and all acts of any kind or
      description taken by Transfer Agent pursuant to the terms of these Irrevocable
      Transfer Agent Instructions including, without limitation, issuance of shares
      free of any restrictive legend as authorized in paragraph 1(b) above without
      receipt by Transfer Agent of any sale confirmation letter from Company or its
      authorized representative. The liability of the Company under this
      indemnification shall be absolute and unconditional and shall include liability
      for any costs, charges, attorney’s fees and other expenses incurred by Transfer
      Agent in enforcing the terms of this indemnity and the rights
      hereunder.

     

    The
      Company and the Transfer Agent acknowledge that the Buyers is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Buyers purchasing convertible
      debentures under the Securities Purchase Agreement. The Company and the Transfer
      Agent further acknowledge that without such representations and covenants of
      the
      Company and the Transfer Agent made hereunder, the Buyers would not purchase
      the
      Debentures.

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyers
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyers shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

     

    
      	 	
              COMPANY:

            
	 	 
	 	
              Pacer
                Health Corporation

            
	 	 
	 	
              By:_____________________________      

            
	 	
              Name: Rainier
                Gonzalez

            
	 	
              Title: Chief
                Executive Officer

            
	 	
               

              ESCROW
                AGENT:

            
	 	 
	 	________________________________
	 	
              David
                Gonzalez, Esq.

            
	 	 
	 	 


    

    


    COMPUTERSHARE
      TRUST COMPANY,
      INC.

    


    By:________________________________

    Name:______________________________

    Title:_______________________________

    


    COMPUTERSHARE
      TRUST COMPANY, INC.

    


    By:__________________________________

    Name:_______________________________

    Title:________________________________

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I

     

    SCHEDULE
      OF BUYERS 

     

    
      	
              Name

            	
              Signature

            	
              Address/Facsimile
                

              Number
                of Buyers

            
	 	 	 
	
              Cornell
                Capital Partners, LP

            	
              By: Yorkville
                Advisors, LLC

            	
              101
                Hudson Street - Suite 3700

            
	 	
              Its: General
                Partner

            	
              Jersey
                City, NJ 07303

            
	 	 	
              Facsimile:
                 (201)
                985-8266

            
	 	 	 
	 	
              By:______________________     

            	 
	 	
              Name: Mark
                Angelo

            	 
	 	
              Its: Portfolio
                Manager

            	 
	 	 	 


    

    

      
        
          
             

          

           

        

        
          
            SCHEDULE
              I-1

          

          
            

          

        

        
           

          
            


          

        

      

    

     

    EXHIBIT
      I

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

     

    


    _________,
      2006

    


    ________

    


    


    Attention: 

    


    RE: PACER
      HEALTH CORPORATION

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Pacer Health Corporation, (the “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of April 1, 2006 (the “Securities
      Purchase Agreement”),
      entered into by and among the Company and the Buyers set forth on Schedule
      I
      attached thereto (collectively the “Buyers”)
      pursuant to which the Company has agreed to sell to the Buyers up to $2,000,000
      of secured convertible debentures, which shall be convertible into shares (the
      “Conversion
      Shares”)
      of the
      Company’s common stock, par value $0.0001 per share (the “Common
      Stock”),
      in
      accordance with the terms of the Securities Purchase Agreement. Pursuant to
      the
      Securities Purchase Agreement, the Company also has entered into a Registration
      Rights Agreement, dated as of April 1, 2006, with the Buyers (the “Investor
      Registration Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Conversion Shares under the Securities Act of 1933, as amended (the
“1933
      Act”).
      In
      connection with the Company’s obligations under the Securities Purchase
      Agreement and the Registration Rights Agreement, on _______, 2006, the Company
      filed a Registration Statement (File No. ___-_________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the sale of the Conversion Shares.

     

    In
      connection with the foregoing, we advise the Transfer Agent that a member of
      the
      SEC’s staff has advised us by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at ____ P.M.
      on __________, 2006 and we have no knowledge, after telephonic inquiry of a
      member of the SEC’s staff, that any stop order suspending its effectiveness has
      been issued or that any proceedings for that purpose are pending before, or
      threatened by, the SEC and the Conversion Shares are available for sale under
      the 1933 Act pursuant to the Registration Statement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Buyers has confirmed it shall comply with all securities laws and regulations
      applicable to it including applicable prospectus delivery requirements upon
      sale
      of the Conversion Shares.

     

     

    
      	 	Very truly yours,
	 	 
	 	 
	 	By:_____________________


    

    

      
        
          
             

          

           

        

        
          
            EXHIBIT
              I-2

          

          
            

          

        

        
           

          
            


          

        

      

    

     

     

    EXHIBIT
      II

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF OPINION

     

    


    ________________
      2006

    


    VIA
      FACSIMILE AND REGULAR MAIL

    


    ________

    


    


    Attention: 

    


    RE: PACER
      HEALTH CORPORATION

    


    Ladies
      and Gentlemen:

    


     

    We
      have
      acted as special counsel to Pacer Health Corporation (the “Company”),
      in
      connection with the registration of ___________shares (the “Shares”)
      of its
      common stock with the Securities and Exchange Commission (the “SEC”).
      We
      have
      not acted as your counsel. This opinion is given at the request and with the
      consent of the Company.

     

    In
      rendering this opinion we have relied on the accuracy of the Company’s
      Registration Statement on Form SB-2, as amended (the “Registration
      Statement”),
      filed
      by the Company with the SEC on _________ ___, 2006. The Company filed the
      Registration Statement on behalf of certain selling stockholders (the
“Selling
      Stockholders”).
      This
      opinion relates solely
      to the
      Selling Shareholders listed on Exhibit
      “A”
      hereto
      and number of Shares set forth opposite such Selling Stockholders’ names. The
      SEC declared the Registration Statement effective on __________ ___,
      2006.

     

    We
      understand that the Selling Stockholders acquired the Shares in a private
      offering exempt from registration under the Securities Act of 1933, as amended.
      Information regarding the Shares to be sold by the Selling Shareholders is
      contained under the heading “Selling Stockholders” in the Registration
      Statement, which information is incorporated herein by reference. This opinion
      does not relate to the issuance of the Shares to the Selling Stockholders.
      The
      opinions set forth herein relate solely to the sale or transfer by the Selling
      Stockholders pursuant to the Registration Statement under the Federal laws
      of
      the United States of America. We do not express any opinion concerning any
      law
      of any state or other jurisdiction.

     

    In
      rendering this opinion we have relied upon the accuracy of the foregoing
      statements.

     

    
      
         

      

      
        
          EXHIBIT
            II

        

        
          

        

      

      
         

      

    

     

    Based
      on
      the foregoing, it is our opinion that the Shares have been registered with
      the
      Securities and Exchange Commission under the Securities Act of 1933, as amended,
      and that ________ may remove the restrictive legends contained on the Shares.
      This opinion relates solely
      to the
      number of Shares set forth opposite the Selling Stockholders listed on
Exhibit
      “A”
      hereto.

     

    This
      opinion is furnished to Transfer Agent specifically in connection with the
      sale
      or transfer of the Shares, and solely for your information and benefit. This
      letter may not be relied upon by Transfer Agent in any other connection, and
      it
      may not be relied upon by any other person or entity for any purpose without
      our
      prior written consent. This opinion may not be assigned, quoted or used without
      our prior written consent. The opinions set forth herein are rendered as of
      the
      date hereof and we will not supplement this opinion with respect to changes
      in
      the law or factual matters subsequent to the date hereof.

     

    Very
      truly yours,

     

    


     


    
      
        
           

        

         

      

      
        
          EXHIBIT
            II-2

        

        
          

        

      

      
         

        
          


        

      

    

     

     

    EXHIBIT
      A

     

     

    (LIST
      OF SELLING STOCKHOLDERS)

     

    


    
      	
              Name:

            	 	
              No.
                of Shares:

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      
         

      

      
        
          EXHIBIT
            A