TERMINATION AGREEMENT

                             TERMINATION AGREEMENT

      THIS   TERMINATION   AGREEMENT   (the   "Agreement") is made and entered into

effective as of May 17, 2005, by and between   TRANSAX   INTERNATIONAL LIMITED, a

Colorado   corporation   (the   "Company"), and CORNELL CAPITAL   PARTNERS,   LP,   a

Delaware limited partnership (the "Investor").

                                   Recitals:

      WHEREAS, on October 25,   2004,   the Company and the Investor entered into

that certain Standby Equity Distribution   Agreement,   as   well   as   the related

Registration   Rights   Agreement, Placement Agent Agreement and Escrow Agreement

of   even   date   therewith    (together   with   the   Standby   Equity   Distribution

Agreement, the "Transaction Documents");

      NOW, THEREFORE, in consideration of the promises and the mutual promises,

conditions and covenants contained   herein and in the Transaction Documents and

other good and valuable consideration, receipt of which is hereby acknowledged,

the part