SECOND AMENETMENT TO EMPLOYMENT CONTRACT




 Exhibit 10.28 
 SECOND AMENDMENT TO EMPLOYMENT CONTRACT 
 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”). 
 WHEREAS, Employee and the Company previously entered into that certain Employment Contract dated as of April 5, 2004, and as amended on April 27, 2005 (the “Employment
Contract”); and 
 WHEREAS, Employee and the Company desire to further amend certain terms and provisions of the Employment
Contract and to make certain amendments for compliance with Code Section 409A; 
 NOW, THEREFORE, for and in consideration
of the sum of Ten and no/100 Dollars ($10.00) in hand paid each to the other and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee and the Company hereby agree to amend the Employment
Contract as follows: 
 1.        Section 2 of the Employment Contract shall be amended by deleting
that section in its entirety and replacing it with the following new paragraph: 
 “2. Duties and
Responsibilities. Effective as of 12 November 2008, Employee shall be employed in the role of business development reporting directly to the President & Chief Executive Officer of the Company. Employee shall be responsible for
evaluating new business opportunities for the Company in the US and overseas. Effective as of 12 November 2008, Employee hereby resigns from all officer and director positions and all other fiduciary appointments of the Company and each of its
affiliated companies. The parties further acknowledge and agree that as of 12 November 2008 (i) Employee’s position with the Company will not require him to devote his sole professional efforts for the benefit of the Company,
(ii) the Company will not be required to provide an office for Employee at its premises and that any professional efforts expended by Employee on behalf of the Company may be performed at any offsite location, including the Employee’s
residence, and (iii) Employee shall receive no reimbursement of expenses with respect to his maintenance of such offsite place of business.” 
 2.        Section 3(c) and Section 3(d) of the Employment Contract shall be amended by adding the following sentence at the end thereof: 
 “Any annual discretionary bonus amount payable to the Employee shall be paid in the form of a lump sum payment no later than
thirty (30) days following the date of the determination and approval of the bonus amount; provided, however, that to receive the bonus, the Employee must be an “active employee in good standing” on the date the bonus is paid.”

  

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 3.        Pursuant to the provisions of Section 6(e) of the
Employment Contract, the Employee and the Company hereby agree and acknowledge that the Term of the Employment Contract, as well as the Employee’s employment by the Company, shall end on April 5, 2009; provided, however, that
Employee shall remain eligible for any applicable post-termination compensation as set forth in the Employment Contract. 
 4.        The amendments to the Employment Contract contained in this Second Amendment shall be effective as of the date specified in the particular amendments or, if none, as of the date of execution
of this Second Amendment. 
 5.        Except as specifically amended herein, the Employment Contract, as
previously amended, shall remain in full force and effect. 
 IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written. 
  

	
	EMPLOYEE
	
	 /s/ Victor P. Pynn

	Victor P. Pynn
	
	TRX, INC.
	
	 /s/ David D. Cathcart

	David D. Cathcart
	CFO


  

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