SETTLEMENT AGREEMENT


       THIS  SETTLEMENT  AGREEMENT  is  entered  into  as  of  this 24th day of
January, 2005, to be effective as of December 31, 2004, by and between  Transax
International Limited, a Colorado corporation (the "Company") and Lauria Bewes,
a director of the Company ("Bewes").


                                   RECITALS:

       WHEREAS,  the  Company  has  incurred  substantial  monetary obligations
concerning  its  business operations and the development and marketing  of  its
products;

       WHEREAS, Bewes  has  provided certain managerial and consulting services
to the Company pursuant to certain  contractual  relations  between the Company
and Bewes in order to assist the Company in its on-going business operations;

       WHEREAS,  the  Company  has  incurred an aggregate of $35,000  to  Bewes
relating to the managerial and consulting  services  provided  by  Bewes to the
Company  (the "Debt");

       WHEREAS, the Company and Bewes have settled their differences  regarding
the Debt and wish to set forth their settlement agreement;

         WHEREAS,  the  Company  desires to settle the Debt by issuing to Bewes
233,333 shares of its restricted common  stock, par value $0.00001 (the "Common
Stock") at the rate of $0.15 per share (which  amount is based upon the average
of the open and close price of $0.15 of the Company's  shares  of  Common Stock
traded  on  the  OTC Bulletin Board between December 21, 2004 and December  31,
2004 (the "Common Stock");

       WHEREAS, Bewes  desires  to  convert the Debt and accept the issuance of
233,333 shares of restricted Common Stock  of  the Company as full and complete
satisfaction of the Debt;

       WHEREAS, the Company and Bewes desire to  release  one  another from any
and all further liability as related to the aforesaid Debt; and

       WHEREAS,  the  Board  of  Directors of the Company by unanimous  written
consent dated January 24, 2005 has  approved  the  execution of this Settlement
Agreement and the issuance of the 233,333 shares of  restricted Common Stock to
Bewes as settlement of the Debt effective as of December 31, 2004.

       NOW, THEREFORE, in consideration of the aforesaid  recitals  and  mutual
promises  contained  herein,  the  receipt  and  sufficiency of which is hereby
acknowledged, the parties agree as follows:


                                   AGREEMENT

       1.   The  Company  agrees  to  issue  to  Bewes 233,333  shares  of  its
restricted Common Stock, at $0.15 per share, as of  December  31, 2004, as full
and complete satisfaction and payment of the Debt.

       2.   Bewes  agrees to accept the issuance of the 233,333 shares  of  the
restricted Common Stock  of  the  Company as full and complete satisfaction and
payment of the Debt.

       3. The Company and Bewes shall  agree  to release each other and forever
discharge any and all claims, manner of actions,  whether  at  law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses,  sums of
money,  expenses  or disputes, known or unknown, fixed or contingent, which  it
now has or may have  hereafter,  directly or indirectly, individually or in any
capacity against each other, their  successors  and  assigns,  as  well  as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the  beginning  of  time  to,  and  including the date of the execution of this
Agreement, relating to the aforesaid Debt.

       4.  Bewes  acknowledges that the  issuance  of  the  233,333  shares  of
restricted Common Stock:  (i)  has not been registered under the Securities Act
of 1933, as amended (the "1933 Securities  Act");  (ii)  is  in reliance on the
exemption provided by Section 4(2) and/or Regulation S of the  1933  Securities
Act; (iii) are being acquired solely for Bewes' own account without any present
intention  for  resale  or distribution, with the exception of those shares  of
Common Stock to be transferred  to  designates of Bewes in accordance with that
certain Letter of Instruction from Bewes;  (iv)  will  not  be  resold  without
registration  under  the 1933 Securities Act or in compliance with an available
exemption from registration,  unless  the shares of Common Stock are registered
under the 1933 Securities Act and under  any applicable state securities law or
an opinion of counsel satisfactory to the  Company  is delivered to the Company
to the effect that any proposed distribution of the shares of Common Stock will
not violate the registration requirements of the 1933  Securities  Act  and any
applicable  state  securities laws; and (v) that Bewes understands the economic
risk of an investment  in  the  Common Stock and has had the opportunity to ask
questions of and receive answers  from  the Company's management concerning any
and all matters related to the acquisition of the Common Stock.

       5.  This Settlement Agreement shall be effective as of December 31, 2004
and shall be binding upon and insure to the  benefit  of the parties hereto and
their respective successors.



                                        Transax International Limited



Date:_____________                      By:__________________________
                                        Stephen Walters, President and
                                        Chief Executive Officer




Date:_____________                      _____________________________
                                        Laurie Bewes