EXHIBIT 10.12

                  C O N S U L T I N G      A G R E E M E N T

AGREEMENT made as of the 16th day of July, 2005 by and between, Transax
International Limited , maintaining its principal offices at 8th Floor 5201,
Blue Lagoon Drive, Miami, FL 33126, USA, (hereinafter referred to as "Client")
and Geoffrey Eiten. maintaining his principal office at 105 Centre St, Dover, MA
02030 (hereinafter referred as "MR. EITEN").

                              W I T N E S S E T H :

WHEREAS, MR. EITEN is engaged in the business of financial consulting services
and has knowledge, expertise and personnel to render the requisite services to
Client; and

WHEREAS, Client is desirous of retaining MR. EITEN for the purpose of obtaining
these services so as to better, more fully and more effectively deal with the
financial services community.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:

I. Engagement of MR. EITEN. Client herewith engages MR. EITEN and MR. EITEN
agrees to render to Client financial consulting services which would include
evaluating various business strategies and recommending changes where
appropriate and also critically evaluate the Client's performance in view of its
corporate planning and business objectives. This would also include evaluation
of upper management.

     A. The consulting services to be provided by MR. EITEN shall include, but
are not limited to, the development, implementation and maintenance of a sound
financial advisory strategy which would include:

          1. Corporate Planning--(a) develop an in-depth familiarization with
the Client's business objectives and bring to its attention potential or actual
opportunities which meet those objectives or logical extensions thereof, (b)
alert the Client to new or emerging high potential forms of production and
distribution which could either be acquired or developed internally, (c) comment
on the Client's corporate development including such factors as position in
competitive environment, financial performances vs. competition, strategies,
operational viability, etc., and (d) identify prospective suitable merger or
acquisition candidates for the Client, perform appropriate diligence
investigations with respect thereto, advise the Client with respect to the
desirability of pursuing such candidates, and assist the Client in any
negotiations which may ensue therefrom.

     B. The services to be rendered by MR. EITEN to the Client shall under NO
circumstances include the following:

          1. Any activities which could be deemed by the Securities and Exchange
Commission to constitute investment banking or any other activities required by
MR. EITEN to be registered as a broker-dealer under the Securities Act of 1934.

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          2. Any activities which could be deemed to be in connection with the
offer or sale of securities in a capital-raising transaction.

     C. Client acknowledges that MR. EITEN will devote such time as is
reasonably necessary to perform the services for Client, having due regard for
MR. EITEN's commitments and obligations to other businesses for which it
performs consulting services.

II. Compensation and Expense Reimbursement.

     A. Client will pay MR. EITEN, as compensation for the services provided for
in this Agreement and as reimbursement for expenses incurred by MR. EITEN on
Client's behalf, in the manner set forth in Schedule A annexed to this Agreement
which Schedule is incorporated herein by reference.

     B. In addition to the compensation and expense reimbursement referred to in
Section 2(A) above, MR. EITEN shall be entitled to receive from Client a
"Transaction Fee", as a result of any Transaction (as described below) between
Client and any other company, entity, person, group or persons or other party
which is introduced to, or put in contact with, Client by MR. EITEN, or by which
Client has been introduced to, or has been put in contact with, by MR. EITEN. A
"Transaction" shall mean merger, sale of stock, sale of assets, consolidation or
other similar transaction or series or combination of transactions whereby
Client or such other party transfer to the other, or both transfer to a third
entity or person, stock, assets, or any interest in its business in exchange for
stock, assets, securities, cash or other valuable property or rights, or wherein
they make a contribution of capital or services to a joint venture, commonly
owned enterprise or business opportunity with the other for purposes of future
business operations and opportunities. To be a Transaction covered by this
section, the transaction must occur during the term of this Agreement or the one
year period following the expiration of this Agreement. The calculation of a
Transaction Fee shall be based upon the total value of the consideration,
securities, property, business, assets or other value given, paid, transferred
or contributed by, or to, the Client and shall equal 10% of the dollar value of
the Transaction. Such fee shall be paid by certified funds at the closing of the
Transaction.

Term and Termination. This Agreement shall be for a period of three months
commencing July 16, 2005 and terminating October 15, 2006.

Treatment of Confidential Information. MR. EITEN shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
MR. EITEN in connection with MR. EITEN's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The MR. EITEN will not be bound
by the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the MR. EITEN is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.

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Representation by MR. EITEN of other clients. Client acknowledges and consents
to MR. EITEN rendering financial consultation services to other clients of the
MR. EITEN engaged in the same or similar business as that of Client.

Indemnification by Client as to Information Provided to MR. EITEN. Client
acknowledges that MR. EITEN, in the performance of its duties, will be required
to rely upon the accuracy and completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend MR. EITEN, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to MR. EITEN.Independent Contractor. It is expressly agreed that MR. EITEN is
acting as an independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on MR. EITEN or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.

Non-Assignment. This Agreement shall not be assigned by either party without the
written consent of the other party.

Notices. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the first
page of this Agreement or such other address as either party may have given to
the other in writing.

Entire Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.

Modification and Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or violation
of this Agreement shall be waived except in writing executed by the party
granting such waiver.

Law to Govern; Forum for Disputes. This Agreement shall be governed by the laws
of the Commonwealth of Massachusetts without giving effect to the principle of
conflict of laws. Each party acknowledges to the other that courts within the
City of Boston, Massachusetts shall be the sole and exclusive forum to
adjudicate any disputes arising under this agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.


Transax International Limited


By:  /s/ Stephen Walters
     -------------------
     Stephen Walters, President


By:  /s/ Geoffrey Eiten
     ------------------
     Geoffrey Eiten


SCHEDULE A-1

PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES

     A. For the services to be rendered and performed by Company during the term
of the Agreement, Client shall pay to Company the sum of 200,000 shares of
Transax stock.

     B. Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in excess of
$250 either verbally or written except upon the prior approval of the Client.
Company agrees that any travel, entertainment or other expense which it may
incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred. Shares will be accepted for payment of expenses in the same manner as
the base fee per month in Paragraph A above.


Transax International Limited


By:  /s/ Stephen Walters
     -------------------
     Stephen Walters, President


By:  /s/ Geoffrey Eiten
     ------------------
     Geoffrey Eiten

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