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  consideration,  receipt of which is hereby acknowledged,  the
parties hereto agree as follows:

1.    Termination.  Each of the parties to this Agreement hereby  terminates the
      Escrow  Agreement  and the  respective  rights and  obligations  contained
      therein and any rights and obligations with respect to escrow arrangements
      provided  for in the  SEDA.  As a result  of this  provision,  none of the
      parties shall have any rights or obligations  under or with respect to the
      Escrow Agreement or the escrow arrangements  (including fees) provided for
      in the SEDA.


      IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.

HEALTHRENU MEDICAL, INC.                    CORNELL CAPITAL PARTNERS, LP

                                            By:  Yorkville Advisors, LLC
By: /s/ Robert W. Prokos                    Its: General Partner
    --------------------------------
    Name:  Robert W. Prokos
    Title: President & CEO                  By: /s/  Mark A. Angelo
                                                --------------------------------
                                                Name:  Mark A. Angelo
                                                Title: Portfolio Manager


                                            ESCROW AGENT


                                            By:   /s/ David Gonzalez, Esq.
                                                  ------------------------------
                                            Name: David Gonzalez, Esq.