TERMINATION AGREEMENT

                              TERMINATION AGREEMENT

      THIS   TERMINATION   AGREEMENT   (the   "Agreement")   is made and entered into
effective   as of February 3, 2006,   by and among   HEALTHRENU   MEDICAL,   INC.,   a
Delaware corporation (the "Company"),   DAVID GONZALEZ, ESQ. (the "Escrow Agent")
and   CORNELL   CAPITAL   PARTNERS,    LP,   a   Delaware   limited    partnership   (the
"Investor").

                                    Recitals:

      WHEREAS,   the Company,   the Escrow   Agent and the Investor   entered into a
Standby Equity Distribution   Agreement (the "SEDA") and an Escrow Agreement each
dated May 23, 2005 (the "Escrow Agreement").

      NOW, THEREFORE,   in consideration of the premises and the mutual promises,
conditions and covenants   contained herein and in the Escrow Agreement and other
good and valuable   consider