THIS  SECURED  DEBENTURE,  AND  THE  SECURITIES  INTO  WHICH  IT IS CONVERTIBLE
(COLLECTIVELY,  THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH  THE  UNITED
STATES SECURITIES AND EXCHANGE COMMISSION  OR  THE SECURITIES COMMISSION OF ANY
STATE.  THE  SECURITIES  ARE  BEING OFFERED PURSUANT  TO  A  SAFE  HARBOR  FROM
REGISTRATION UNDER REGULATION D  PROMULGATED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"  AND MAY NOT BE OFFERED
OR  SOLD  UNLESS  THE  SECURITIES  ARE  REGISTERED UNDER THE ACT,  PURSUANT  TO
REGULATION  D  OR  PURSUANT  TO  AVAILABLE  EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS  OF  THE ACT AND THE COMPANY WILL  BE  PROVIDED  WITH  OPINION  OF
COUNSEL OR OTHER SUCH  INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH  EXEMPTIONS ARE AVAILABLE.  FURTHER  HEDGING  TRANSACTIONS  INVOLVING  THE
SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.


                              SECURED DEBENTURE


                         TRANSAX INTERNATIONAL, LTD.


                       5% SECURED CONVERTIBLE DEBENTURE


                              JANUARY 3RD, 2007

<TABLE>
<CAPTION>
No. CCP-001 ___US$125,000
<S>             <C>
</TABLE>

       This  Secured Debenture (the "Debenture") is issued on January 3rd, 2005
(the "Closing  Date")  by  Transax  International, Ltd., a Colorado corporation
(the "Company"), to Cornell Capital Partners,  LP  (together with its permitted
successors and assigns, the "Holder") pursuant to exemptions  from registration
under the Securities Act of 1933, as amended.


                                  ARTICLE I.

             Section  1.01  PRINCIPAL  AND  INTEREST.  For value received,  the
Company hereby promises to pay to the order of the Holder on January 2nd , 2007
in  lawful  money of the United States of America and in immediately  available
funds the principal  sum  of  One  Hundred  Twenty  Five  Thousand U.S. Dollars
(US$125,000), together with interest on the unpaid principal  of this Debenture
at the rate of five percent (5%) per year (computed on the basis  of  a 365-day
year  and the actual days elapsed) from the date of this Debenture until  paid.
At the  Company's  option, the entire principal amount and all accrued interest
shall be either (a)  paid  to  the  Holder on the second (2nd) year anniversary
from the date hereof or (b) converted  in  accordance  with Section 1.02 herein
provided,  however, that in no event shall the Holder be  entitled  to  convert
this Debenture  for a number of shares of Common Stock in excess of that number
of shares of Common  Stock  which, upon giving effect to such conversion, would
cause the aggregate number

<PAGE>

             of shares of Common Stock beneficially owned by the Holder and its
affiliates to exceed 4.99% of  the  outstanding  shares  of  the  Common  Stock
following such conversion.

             Section  1.02  Optional Conversion. The Holder is entitled, at its
option, to convert, and sell  on  the  same  day,  at any time and from time to
time, until payment in full of this Debenture, all or any part of the principal
amount of the Debenture, plus accrued interest, into  shares  (the  "Conversion
Shares") of the Company's common stock, par value US$0.00001 per share ("Common
Stock"), at the price per share (the "Conversion Price") equal to the lesser of
(a)  an  amount  equal to one hundred twenty percent (120%) of the closing  bid
price of the Common  Stock as listed on a Principal Market (as defined herein),
as quoted by Bloomberg  L.P.  (the "Fixed Price") as of the date hereof, or (b)
an amount equal to eight percent  (80%)  of the lowest closing bid price of the
Company's Common Stock, as quoted by Bloomberg,  LP,  for  the five (5) trading
days   immediately   preceding   the   Conversion  Date  (as  defined  herein).
Subparagraphs (a) and (b) above are individually  referred  to as a "Conversion
Price". As used herein, "Principal Market" shall mean The National  Association
of  Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq  SmallCap
Market,  or  American  Stock  Exchange.  If the Common Stock is not traded on a
Principal  Market,  the  Closing Bid Price and/or  the  VWAP  shall  mean,  the
reported Closing Bid Price  or  the  VWAP for the Common Stock, as furnished by
the  National  Association of Securities  Dealers,  Inc.,  for  the  applicable
periods. No fraction  of  shares or scrip representing fractions of shares will
be issued on conversion, but  the number of shares issuable shall be rounded to
the nearest whole share. To convert  this  Debenture,  the  Holder hereof shall
deliver  written notice thereof, substantially in the form of  Exhibit  "A"  to
this Debenture,  with  appropriate insertions (the "Conversion Notice"), to the
Company at its address as  set forth herein. The date upon which the conversion
shall be effective (the "Conversion  Date")  shall be deemed to be the date set
forth in the Conversion Notice.

             Section  1.03  Reservation  of Common  Stock.  The  Company  shall
reserve and keep available out of its authorized  but unissued shares of Common
Stock, solely for the purpose of effecting the conversion  of  this  Debenture,
such  number of shares of Common Stock as shall from time to time be sufficient
to effect  such conversion, based upon the Conversion Price. If at any time the
Company does  not  have a sufficient number of Conversion Shares authorized and
available, then the  Company  shall  call  and  hold  a  special meeting of its
stockholders  within  thirty  (30) days of that time for the  sole  purpose  of
increasing the number of authorized shares of Common Stock.

             Section 1.04 Right  of Redemption. The Company at its option shall
have the right to redeem, with three  (3)  business days advance written notice
(the "Redemption Notice"), a portion or all  outstanding convertible debenture.
The redemption price shall be one hundred twenty  percent  (120%) of the amount
redeemed plus accrued interest.

       In  the  event  the Company exercises a redemption of either  all  or  a
portion the Convertible  Debenture,  the  Holder  shall  receive  a  warrant to
purchase fifty thousand (50,000) shares of the Company's Common Stock for every
Fifty Thousand U.S. Dollars (US$50,000) redeemed, pro rata (the "Warrant"). The
Warrant  shall  be exercisable on a "cash basis" and have an exercise price  of
the Fixed Price (as  defined  herein).  The Warrant shall have "piggy-back" and
demand registration rights and shall survive for two (2) years from the Closing
Date.

<PAGE>
2
       Section 1.05 Registration Rights.  The  Company is obligated to register
the  resale  of  the Conversion Shares under the Securities  Act  of  1933,  as
amended, pursuant  to the terms of a Registration Rights Agreement, between the
Company and the Holder  dated  October  25,  2004  (the  "Investor Registration
Rights Agreement").

       Section 1.06 Interest Payments. The interest so payable  will be paid at
the  time of maturity or conversion to the person in whose name this  Debenture
is registered.  At  the  time such interest is payable, the Holder, in its sole
discretion, may elect to receive  the  interest  in  cash (via wire transfer or
certified funds) or in the form of Common Stock. In the  event  of  default, as
described in Article III Section 3.01 hereunder, the Holder may elect  that the
interest be paid in cash (via wire transfer or certified funds) or in the  form
of Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued  will  be  calculated  as  follows:  the value of the stock shall be the
Closing Bid Price on: (i) the date the interest  payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal  to  the amount of interest
due  shall be issued. No fractional shares will be issued;  therefore,  in  the
event  that  the  value  of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

       Section 1.07 Paying Agent and Registrar. Initially, the Company will act
as  paying agent and registrar.  The  Company  may  change  any  paying  agent,
registrar,  or  Company-registrar  by  giving the Holder not less than ten (10)
business days' written notice of its election  to  do  so, specifying the name,
address,  telephone  number  and  facsimile  number  of  the  paying  agent  or
registrar. The Company may act in any such capacity.

       Section 1.08 Secured Nature of Debenture. This Debenture is secured by a
pledge  of  shares  of the Company pursuant to that certain Pledge  and  Escrow
Agreement dated October  25,  2004  between the Holder and a shareholder of the
Company (the "Pledge and Escrow Agreement").  As  set  forth  in the Pledge and
Escrow Agreement, the Holder's security interest shall terminate  upon the full
payment  of  all  amounts due to the Holder by the Company under the Securities
Purchase Agreement  dated  October  25,  2004 (as defined herein), that certain
Secured Debenture issued the date hereof to the Holder by the Company, and this
Debenture.


                                 ARTICLE II.

       Section 2.01 Amendments and Waiver  of Default. The Debenture may not be
amended. Notwithstanding the above, without  the  consent  of  the  Holder, the
Debenture may be amended to cure any ambiguity, defect or inconsistency,  or to
provide for assumption of the Company obligations to the Holder.


                                 ARTICLE III.

       Section  3.01  Events  of  Default.  An  Event  of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture; (b) failure by the Company
to  comply  with  the  terms  of  the  Irrevocable Transfer Agent  Instructions
attached to the Securities Purchase Agreement;  (c)  failure  by  the Company's
transfer agent to issue freely tradeable Common Stock to the Holder within five
(5)  days  of  the Company's receipt of the attached Notice of Conversion  from
Holder; (d) failure by the

<PAGE>
3
       Company for  ten  (10) days after notice to it to comply with any of its
other agreements in the Debenture;  (e) events of bankruptcy or insolvency; (f)
a  breach  by  the Company of its obligations  under  the  Securities  Purchase
Agreement or the  Investor  Registration Rights Agreement which is not cured by
the Company within ten (10) days  after receipt of written notice thereof. Upon
the occurrence of an Event of Default,  the Holder may, in its sole discretion,
accelerate full repayment of all debentures  outstanding  and  accrued interest
thereon  or  may,  notwithstanding any limitations contained in this  Debenture
and/or the Securities  Purchase  Agreement  dated  the  date hereof between the
Company   and   Cornell  Capital  Partners,  L.P.  (the  "Securities   Purchase
Agreement"), convert  all  debentures  outstanding and accrued interest thereon
into shares of Common Stock pursuant to Section 1.02 herein.

       Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in
Article III Section 3.01, a breach by the  Company of its obligations under the
Investor Registration Rights Agreement shall  be  deemed  an  Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest  thereon  or,
notwithstanding   any  limitations  contained  in  this  Debenture  and/or  the
Securities Purchase  Agreement,  to  convert  all  debentures  outstanding  and
accrued  interest  thereon into shares of Common Stock pursuant to Section 1.02
herein. The Company  acknowledges  that failure to honor a Notice of Conversion
shall cause irreparable harm to the Holder.


                                 ARTICLE IV.

       Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or
in part, may be converted at any time  following  the Closing Date, into shares
of  Common  Stock  at a price equal to the Conversion  Price  as  described  in
Section 1.02 above.

       Section 4.02 Re-issuance of Debenture. When the Holder elects to convert
a part of the Debenture,  then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

       Section 4.03 Termination  of  Conversion  Rights.  The Holder's right to
convert the Debenture into the Common Stock in accordance with  paragraph  4.01
shall  terminate on the date that is the second (2nd) year anniversary from the
date hereof and this Debenture shall be automatically converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and the
appropriate  shares  of Common Stock and amount of interest shall be issued  to
the Holder.


                                  ARTICLE V.

       Section 5.01 Anti-dilution.  In  the event that the Company shall at any
time subdivide the outstanding shares of  Common  Stock, or shall issue a stock
dividend  on  the  outstanding  Common Stock, the Conversion  Price  in  effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in  the event that the Company shall at any time
combine the outstanding shares of Common  Stock, the Conversion Price in effect
immediately  prior  to  such combination shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

<PAGE>
4
       Section 5.02 Consent  of  Holder to Sell Capital Stock or Grant Security
Interests. Except for the Standby  Equity  Distribution Agreement dated October
25, 2004 between the Company and Cornell Capital  Partners,  LP, so long as any
of  the  principal  of  or  interest  on  this  Debenture  remains  unpaid  and
unconverted,  the  Company shall not, without the prior consent of the  Holder,
issue or sell (i) any  Common Stock or Preferred Stock without consideration or
for a consideration per  share  less  than  its  fair  market  value determined
immediately  prior  to  its  issuance, (ii) issue or sell any Preferred  Stock,
warrant,  option,  right, contract,  call,  or  other  security  or  instrument
granting  the  holder  thereof  the  right  to  acquire  Common  Stock  without
consideration or  for  a  consideration per share less than such Common Stock's
fair market value determined  immediately  prior  to  its issuance, (iii) enter
into any security instrument granting the holder a security  interest in any of
the assets of the Company, or (iv) file any registration statement on Form S-8.


                                 ARTICLE VI.

       Section 6.01 Notice. Notices regarding this Debenture shall  be  sent to
the  parties  at  the  following  addresses,  unless a party notifies the other
parties, in writing, of a change of address:


<TABLE>
<CAPTION>
If to the Company, to:Transax International, Ltd.
<S>                    <C>
7545 Irvine Centre Drive - Suite 200
Irvine, CA 92618
Attention: Stephen Walters
Telephone: (949) 623-8316
Facsimile: (949) 623-8305

With a copy to:       Kirkpatrick & Lockhart LLP
201 South Biscayne Boulevard, Suite 2000
Miami, FL 33131
Attention: Clayton E. Parker, Esq.
Telephone: (305) 539-3300
Facsimile: (305) 358-7095

If to the Holder:     Cornell Capital Partners, LP
101 Hudson Street, Suite 3700
Jersey City, NJ 07303
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

With a copy to:       Cornell Capital Partners, LP
101 Hudson Street -Suite 3700
Jersey City, NJ 07302
Attention: Troy Rillo, Esq.
Senior Vice-President
Telephone: (201) 985-8300
Facsimile: (201) 985-8266
</TABLE>
<PAGE>
5
       Section 6.02 Governing Law. This Debenture  shall  be  deemed to be made
under and shall be construed in accordance with the laws of the  State  of  New
Jersey  without  giving  effect  to the principals of conflict of laws thereof.
Each of the parties consents to the  jurisdiction  of  the  U.S. District Court
sitting in the District of the State of New Jersey or the state  courts  of the
State of New Jersey sitting in Hudson County, New Jersey in connection with any
dispute  arising  under this Debenture and hereby waives, to the maximum extent
permitted by law, any  objection,  including  any  objection based on forum non
conveniens to the bringing of any such proceeding in such jurisdictions.

       Section 6.03 Severability. The invalidity of  any  of  the provisions of
this  Debenture  shall  not  invalidate  or otherwise affect any of  the  other
provisions of this Debenture, which shall remain in full force and effect.

       Section 6.04 Entire Agreement and Amendments.  This Debenture represents
the  entire agreement between the parties hereto with respect  to  the  subject
matter  hereof  and  there  are  no representations, warranties or commitments,
except as set forth herein. This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

       Section 6.05 Counterparts.  This  Debenture  may be executed in multiple
counterparts, each of which shall be an original, but  all  of  which  shall be
deemed to constitute on instrument.


       IN  WITNESS  WHEREOF,  with  the  intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

<TABLE>
<CAPTION>
						TRANSAX INTERNATIONAL, LTD.
<S>		<c>				<c>
						By:
						Name: Stephen Walters
						Title: President & CEO
</TABLE>
<PAGE>
6

                                 EXHIBIT "A"


                             NOTICE OF CONVERSION


       (To be executed by the Holder in order to Convert the Debenture)

<TABLE>
<CAPTION>
TO:
<S>				<c>				<c>
</TABLE>

       The  undersigned  hereby  irrevocably  elects  to  convert  US$  of  the
principal amount of the above Debenture  into Shares of Common Stock of Transax
International, Ltd., according to the conditions  stated  therein,  as  of  the
Conversion Date written below.

<TABLE>
<CAPTION>
Conversion Date:
<S>                                                          <C>
Applicable Conversion Price:
Signature:
Name:
Address:
Amount to be converted:                                     US$
Amount of Debenture unconverted:                            US$
Conversion Price per share:                                 US$
Number of shares of Common Stock to be issued:
Please issue the shares of Common Stock in the
following name and to the following address:
Issue to:
Authorized Signature:
Name:
Title:
Phone Number:
Broker DTC Participant Code:
Account Number:
</TABLE>
<PAGE>
A-1