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 parties hereto agree as follows:

      1.    Termination.  The Transaction  Documents  are hereby terminated, as
            are the respective rights and obligations contained  therein.  As a
            result of this provision, none of the parties shall have any rights
            or obligations under or with respect to the Transaction Documents.

      2.    Payment of Fees.  Notwithstanding    the    termination    of   the
            Transaction  Documents,  the Company shall pay to the Investor  the
            Investor's Shares as the commitment  fee  as  outlined  in  Section
            12.4(b)(ii)  of  the Standby Equity Distribution Agreement and  the
            compensation  outlined   in  Section  2A  of  the  Placement  Agent
            Agreement.   The  parties  acknowledge   that   such   shares  have
            previously been issued to the Investor and the Placement Agent.

                    [SIGNATURE BLOCK ON THE FOLLOWING PAGE]



MI-170779 v1 0437065-0201







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



 
		TRANSAX INTERNATIONAL LIMITED

		By:
		Name  Stephen Walters
		Title:President & CEO


		CORNELL CAPITAL PARTNERS, LP

		BY:   YORKVILLE ADVISORS, LLC
		ITS:  GENERAL PARTNER

      		By:
      		Name  Mark Angelo
      		Title:Managing Member


		SOLELY WITH RESPECT TO THE PLACEMENT AGENT AGREEMENT:

		MONITOR CAPITAL, INC.

		By:
		Name  Hsiao-Wen Kao
		Title:President







MI-170779 v1 0437065-0201