EMPLOYMENT
      AGREEMENT WITH


     

    DUNCAN
      MCINTYRE 

     

     

    This
      Employment Agreement (“Agreement”) is entered into as of the 1st day of April,
      2006 (the “Effective Date”), by and between Duncan
      McIntyre
      (the
“Executive”)
      and
Inyx
      Europe Limited, a wholly owned subsidiary of Inyx, Inc.
      (the
“Company”
or
      the
“Employer”),
      or
      together the Parties.

     

    RECITALS:

     

    Whereas,
      the Company desires to employ the Executive to provide personal services to
      the
      Company, and also wishes to provide the Executive with certain compensation
      and
      benefits in return for such services; and

     

    Whereas,
      the Executive wishes to be employed by the Company and provide personal services
      to the Company in return for certain compensation and benefits.

     

    Now,
      therefore, in consideration of the mutual promises and covenants contained
      herein, it is hereby agreed by and between the Parties hereto as
      follows:

     

    1.  EMPLOYMENT

     

    1.1.  GENERAL.
      The Company hereby employs the Executive in the senior position of Managing
      Director of Inyx Europe Limited, whose responsibilities include directing the
      operations of the Company’s two United Kingdom operating subsidiaries,
      Inyx-Pharma Limited and Ashton Pharmaceuticals Limited, as well as any other
      operations that the Company may acquire in the United Kingdom or Europe, and
      also assisting the Company’s overall growth in the pharmaceutical industry, and
      the Company may assign other reasonable management duties to the Executive
      from
      time to time. The Executive agrees to perform and discharge such duties well
      and
      faithfully, and to be subject to the supervision and direction of Jack Kachkar,
      Chairman and Chief Executive Officer of Inyx, Inc. (“CEO”), and other senior
      corporate executives of Inyx, Inc. or their designee or successor. The Executive
      acknowledges that this appointment involves the affairs of the Company and
      its
      subsidiaries not only in the United Kingdom and Europe but also in the United
      States and Canada. Accordingly, while the executive will be operationally based
      in the United Kingdom, with offices both at the Ashton Pharmaceuticals site
      in
      Ashton, England, and at the Inyx-Pharma site in Runcorn, England, the Executive
      will be required to travel periodically to other countries on behalf of the
      Company and its subsidiaries, affiliates and strategic alliances. If the
      Executive will be required to work outside the United Kingdom for more than
      a
      one month period he will receive separate notification.

     

    1.2.  SUSPENSION.
      The Company may suspend all or any of the Executive's duties and powers for
      such
      periods and on such terms as it considers expedient and this may include a
      term
      that the Executive must stay away from all or any of the Company's premises
      and/or will not be provided with any work and/or will have no business contact
      with all or any of the company or any group company’s agents, employees,
      customers, clients, distributors and suppliers. During any period of suspension
      the Agreement will continue and the Executive will continue to be bound by
      his/her obligations under this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    1.3.  TIME
      DEVOTED TO POSITION. The
      Executive, during his employment by the Company, shall devote his full business
      time, attention and skills to the business and affairs of the
      Employer.

     

    1.4.  CERTIFICATIONS.
      Whenever the Executive is required by law, rule or regulation or requested
      by
      any governmental authority or by the Company or the Company’s auditors to
      provide certifications with respect to financial statements or filings with
      the
      Securities and Exchange Commission or any other governmental authority, the
      Executive shall sign such certifications as may be reasonably requested by
      such
      officers, with such exceptions as the Executive deems necessary to make such
      certifications accurate and not misleading.

     

    1.5.  HOURS
      OF
      WORK. There are no fixed hours of work and by signing this document, the
      Executive hereby consents, in accordance with the Working Time Regulations
      1998
      to work more than 48 hours per week on average weekly should his duties so
      require. The Executive agrees to give the Employer at least three (3) months'
      notice in writing if he is no longer prepared to work more than an average
      of 48
      hours a week.

     

    2.  COMPENSATION
      AND BENEFITS

     

    2.1.  SALARY.
      At all times the Executive is employed hereunder, Employer shall pay to
      Executive, and Executive shall accept, as full compensation for any and all
      services rendered and to be rendered by him during such period to Employer
      in
      all capacities, including, but not limited to, all services that may be rendered
      by him to any of Employer’s existing subsidiaries, entities and organizations
      hereafter formed, organized or acquired by Employer, directly or indirectly
      (each, a “Subsidiary” and collectively, the “Subsidiaries”), the following:
      (i) a base salary at the annual rate of £130,000 or at such increased rate
      as the Board (through its Compensation Committee), in its sole discretion,
      may
      hereafter from time to time grant to Executive, subject to adjustments in
      accordance with Section 2.2 hereof (as so adjusted, the “Base Salary”); and
      (ii) any additional bonus and the benefits set forth in Sections 2.3,
      2.4 and 2.5 hereof. The Base Salary shall be payable monthly in accordance
      with
      the regular payroll practices of Employer applicable to senior executives,
      less
      such deductions as shall be required to be withheld by applicable law and
      regulations or otherwise.

     

    2.2.  CASH
      BONUSES. Subject to Section 3.6 hereof, the Executive shall be entitled to
      an annual cash bonus of up to fifty percent (50%) of the Executive’s annual base
      salary, with the bonus amount based upon performance criteria achieved by the
      Company and the Executive during a twelve (12) month period that are mutually
      agreed upon by the Company and the Executive at the outset of the 12-month
      period. 

     

    2.3.  STOCK
      OPTIONS. The Executive shall be entitled to participate in stock option and
      similar equity plans of Employer. In connection herewith, the Executive will
      be
      granted 300,000 options to purchase shares of common stock of the Company with
      an exercise price equal to the closing price of the Company’s common stock on
      April 1, 2006 on the following basis: 100,000 options to be vested on March
      31,
      2007; 100,000 options to be vested on March 31, 2008; and 100,000 options to
      be
      vested on March 31, 2009; with all options issued on terms and conditions set
      forth in the Stock Option Plan of the Company and a Stock Option Agreement
      with
      the Executive containing these terms. The Executive shall be entitled to any
      additional annual stock option grants provided at the discretion of the
      Board.

     

     

    
      
        
        

      

      
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    2.4.  EXECUTIVE
      BENEFITS

     

    2.4.1.  EXPENSES.
      Employer
      shall promptly reimburse the Executive for properly documented expenses that
      he
      may reasonably incur in connection with the performance of his duties including
      but not limited to, expenses for such items as business entertainment, business
      travel, hotel and meals that are in accordance with Company policy and approved
      by the Chairman of the Board and Chief Executive Officer of the Company. The
      Company shall also pay the Executive a monthly car allowance of £800 and the
      Executive shall be eligible for a Blackberry cell phone and lap-top computer
      for
      Company-related use.

     

    2.4.2.  EMPLOYER
      PLANS. Executive shall be entitled to participate in such employee benefit
      plans
      and programs as Employer may from time to time generally offer or provide to
      executive officers of Employer or its Subsidiaries, including, but not limited
      to, participation in health and accident, medical and dental plans including
      any
      such benefit plans offered by the Subsidiaries where applicable, and profit
      sharing and retirement plans, subject to the rules of such plans and the terms
      of any applicable insurance policies. Participation in such plans shall be
      conditional on the Executive complying with and satisfying any applicable
      requirements of the insurer

     

    2.4.3.  VACATION.
      The
      Executive shall be entitled to five (5) weeks paid vacation per calendar year,
      with vacation time in calendar 2006 being a pro-rata four (4) weeks. The
      Executive will be entitled to payment in lieu of holidays accrued pro rata
      but
      not taken as at the date of termination of employment. If the Executive has
      taken more holiday than his accrued entitlement at the date of termination
      of
      his employment, the Company shall be entitled to deduct the appropriate amount
      from any payments due to the Executive (on the basis that each day of paid
      holiday is equal to 1/260 of the salary).

     

    3.  EMPLOYMENT
      TERM; TERMINATION

     

    3.1.  EMPLOYMENT
      TERM. The Executive’s employment hereunder shall commence on April 1, 2006 and,
      except as otherwise provided in Section 3.2 hereof, shall continue until March
      31, 2009 (the “Initial Term”). No previous employment of the Executive shall
      count as part of his continuous period of employment. Thereafter, this Agreement
      shall continue, subject to the terms of this Agreement unless either (i)
      Employer and Executive agree to a new employment agreement, or (ii) until
      terminated by either party giving the other not less than three [3] months
      prior
      notice in writing, such notice to expire no earlier than March 31, 2009. Upon
      termination of this Agreement pursuant to this Sections 3.1 or 3.2 hereof,
      Executive shall be released from any duties hereunder (except as set forth
      in
      Section 5 hereof) and the obligations of Employer to Executive shall be as
      set forth in Sections 3.4 and 3.5 hereof only. 

     

     

    3.2.  
      SUMMARY
      DISMISSAL. If the Executive:

     

     

    
      
        
        

      

      
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    3.2.1.  in
      the
      reasonable opinion of the Company fails or neglects efficiently and diligently
      to discharge his/her duties or is guilty of any serious or (after having
      received a written warning from the CEO, COO or other Senior Corporate
      Executive) repeated breach of his obligations under this agreement (including
      any consent granted under it); or

     

    3.2.2.  is
      guilty
      of serious misconduct or any other conduct which affects or in the reasonable
      opinion of the Company is likely to affect prejudicially the interests of the
      Company or any of its subsidiaries or is convicted of an arrestable offence
      (other than a road traffic offence for which a non-custodial penalty is
      imposed); or

     

    3.2.3.  becomes
      bankrupt or makes any arrangement or composition with his/her creditors;
      or

     

    3.2.4.  is
      disqualified from being a director of any company by reason of an order made
      by
      any competent court; or

     

    3.2.5.  resigns
      as a director without the prior consent of the CEO; or

     

    3.2.6.  is
      guilty
      of any breach or non-observance of any code of conduct, rule or regulation
      adopted by the Company or by any regulatory body or fails or ceases to be
      registered (where such registration is, in the opinion of the Company, required
      for the performance of his duties) by any regulatory body in the United Kingdom
      or elsewhere, 

     

    3.2.7.  the
      Company may (whether or not any notice of termination has been given under
      Section 3.2) by written notice to the Executive terminate this Agreement
      with immediate effect. A notice under paragraph 3.2.1 may
      be
      given by the Company to the Executive within 90 days of the end of any such
      period or periods of incapacity referred to in that paragraph.

     

    3.2.8.  The
      Company may at any time (whether or not any notice of termination has been
      given
      under Section 3.1) terminate the Agreement with immediate effect by giving
      notice in writing to the other party on terms that the Company will pay to
      the
      Executive, in lieu of notice under Section 3.1, the salary in the amount
      and at the times it would have paid to the Executive if the Company had given
      notice of termination of the Agreement in accordance with Section 3.1 or,
      if notice has previously been given under that Section, as if the Agreement
      terminated on the expiry of the remainder of the period of notice. If the
      Executive is paid salary in lieu of notice he will not be entitled to any
      additional payment in respect of holiday which he would otherwise have accrued
      during the notice period or the remainder of the notice period.

     

     

    
      
        
        

      

      
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    3.3.  
      GARDEN
      LEAVE. Section 3.1 does not limit the Company's right to suspend any of the
      Executive's duties and powers under Section 1.2 during any period after
      notice of termination of the Agreement has been given by the Company or the
      Executive. In particular, the Company may exercise this right where the
      Executive leaves the Company's employment in circumstances where it is
      reasonable for the Company to believe that he is or is about to become concerned
      in a business carried on, or about to commence, which is, or is likely to be,
      competitive with any part of the business of any group Company with which the
      Executive was engaged or concerned in the 12 months before the suspension
      started. In addition or alternatively, the Company may during the whole or
      any
      part of such period of notice require the Executive to perform duties (including
      any modified duties arising from an exercise by the Company of its rights under
      Section 1.2) at such locations as the Company may require consistent with
      Section 1.1. Throughout any such period of suspension the Executive's salary
      and
      other benefits to which he is entitled under this Agreement shall continue
      to be
      paid or provided by the Company. At any time during such period the Executive
      will, at the request of the Company, immediately resign, without claim for
      compensation, his/her office as a director of the Company and any directorship
      or other office held by him in any group Company.

     

    3.4.  
      OBLIGATIONS OF THE EXECUTIVE DURING SUSPENSION OR ON TERMINATION OF THIS
      AGREEMENT. On the termination of the Agreement in any way (whether lawfully
      or
      otherwise) or on either party giving notice of termination of this Agreement
      or
      on the Company exercising its right of suspension as mentioned in Section 3.3,
      the Executive will immediately:

     

    3.4.1.  resign
      all offices held by him in any group Company (without prejudice to the rights
      of
      any party arising out of this Agreement or the termination of the
      Agreement);

     

    3.4.2.  deliver
      to the Company all property in his possession, custody or under his control
      belonging to any group Company including (but not limited to) computer
      equipment, mobile phones, security and computer passes, business cards, credit
      and charge cards, original and copy documents or other media on which
      information is held in his possession relating to the business or affairs of
      any
      group Company; and

     

    3.4.3.  transfer
      (without payment) to the Company (or as the Company may direct) any qualifying
      or nominee shares provided by it or any third party in any group Company to
      him.

     

    With
      effect from the date of termination of this Agreement, all the rights and
      obligations of the parties under this Agreement will cease except for those
      which are expressed to continue after that date and except in relation to any
      breach of any provision of this agreement before that date. Termination of
      the
      Agreement will not prejudice any other rights of the Company.

     

     

    
      
        
        

      

      
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    3.5.  CERTAIN
      OBLIGATIONS OF EMPLOYER FOLLOWING TERMINATION OF THE EXECUTIVE’S EMPLOYMENT.
      Following termination of the Executive’s employment by the Company or any group
      company under the circumstances described below, Employer shall pay to Executive
      the following compensation and provide the following benefits in full
      satisfaction and final settlement of any and all claims and demands that
      Executive now has or hereafter may have hereunder against Employer.


     

    3.5.1.  TERMINATION
      UNDER SECTION 3.2. In the event that the Executive’s employment is terminated by
      Employer under Section 3.2, Employer shall pay to Executive, in a single
      lump-sum, an amount equal to any unpaid but earned Base Salary through the
      Date
      of Termination. Any payment made in accordance with this Section 3.5.1
      shall be made at a convenient date no later than fourteen (14) days after the
      termination date.

     

    3.5.2.  
      ELECTION
      NOT TO RENEW BY EMPLOYER UNDER SECTION 3.1. In
      the
      event that the Employer terminates this Agreement after the Initial Term
      pursuant to Section 3.1. hereof, it shall pay to Executive, subject to
      Executive’s continued compliance with the terms of Section 5 hereof, any unpaid
      but earned Base Salary through the effective Date of Termination PLUS, an amount
      equal to nine months (9) months of Base Salary in effect at such applicable
      time
      (the “Severance Amount”). Additionally, any Bonuses that are due to the
      Executive shall be paid by Employer to Executive. HOWEVER, if termination of
      Executive is due to or after a Change of Control (as defined in Section 3.6.2
      hereof) of the Employer, the Severance Amount is increased to twenty-four (24)
      months Base Salary in effect at such applicable time, and any non-vested stock
      options granted to Executive shall become fully vested at time of such
      termination date. Any payments made in accordance with this Section 3.6.2 shall
      be made in a lump-sum payment at a convenient date no later than fourteen (14)
      days after the effective termination date. In consideration of such payment,
      and
      assuming all other payments required hereby have been paid, Executive agrees
      to
      provide Employer a general release of any claims relating to such termination
      or
      otherwise.

     

    3.5.3.  TERMINATION
      BY THE EXECUTIVE UNDER SECTION 3.1In
      the
      event that the Executive elects not to renew this Agreement at any time pursuant
      to Section 3.1 hereof, Employer shall pay to Executive Base Salary through
      the effective Date of Termination. In addition, Employer shall pay Executive,
      in
      a single lump-sum, an amount equal to any unpaid but earned Bonuses through
      the
      effective Date of Termination, PROVIDED that the Executive complies with Section
      3.1 and provides the Employer with three (3) months advance notification in
      writing of the intent to terminate this Agreement.

     

     

    
      
        
        

      

      
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    3.6.  DEFINITIONS.

     

    3.6.1.  “DATE
      OF
      TERMINATION” DEFINED. “Date of Termination” means such date as the Executive’s
      employment under this Agreement is terminated in accordance with
      Sections 3.1, or 3.2 hereof.

     

    3.6.2.  “CHANGE
      OF CONTROL” DEFINED. A “Change of Control” of Employer means (i) the approval by
      the stockholders of the Company of the sale, lease, exchange or other transfer
      (other than pursuant to internal reorganization) by the Company of all or
      substantially all of its respective assets to a single purchaser or to a group
      of associated purchasers; (ii) the first purchase of shares of equity securities
      of the Company pursuant to a tender offer or exchange offer (other than an
      offer
      by the Company) for at least fifty (50%) percent of the equity securities of
      the
      Company; (iii) the approval by the stockholders of the Company of an agreement
      for a merger or consolidation in which the Company shall not survive as an
      independent, publicly-owned corporation; (iv) the acquisition (including by
      means of a merger) by a single purchaser or a group of associated purchasers
      of
      securities of the Company from the Company or any third party representing
      fifty
      (50%) percent or more of the combined voting power of the Company’s then
      outstanding equity securities in one or a related series of transactions (other
      than pursuant to an internal reorganization or transfers of the Executive’s
      interests).

     

    4.  PENSIONS.

     

    4.1.  The
      Executive is eligible to join the Company’s Defined Pension Scheme. Benefits are
      provided on a defined contribution basis, except that benefits on death in
      employment are linked to the Executive’s pensionable pay.

     

    5.  CONFIDENTIALITY
      AND NONSOLICITATION; PROPERTY RIGHTS.

     

    5.1.  “CONFIDENTIAL
      INFORMATION” DEFINED. “Confidential Information” means any and all information
      (oral or written) relating to Employer or any Subsidiary or any entity
      controlling, controlled by, or under common control with Employer or any
      Subsidiary or any of their respective activities, including, information not
      previously disclosed to the public or to the trade by the Company’s management,
      or otherwise in the public domain, with respect to the Company’s products,
      facilities, applications and methods, trade secrets and other intellectual
      property, systems, procedures, manuals, confidential reports, product price
      lists, customer lists, technical information, financial information, business
      plans, prospects or opportunities, but shall exclude any information which
      (i) is or becomes available to the public or is generally known in the
      industry or industries in which the Company operates other than as a result
      of
      disclosure by the Executive in violation of his agreements under this Section
      or
      (ii) the Executive is required to disclose under any applicable laws,
      regulations or directives of any government agency, tribunal or authority having
      jurisdiction in the matter or under subpoena or other process of law. The
      Executive confirms that all restrictions in this Section are reasonable and
      valid and waives all defenses to the strict enforcement thereof.

     

     

    
      
        
        

      

      
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    5.2.  NON-DISCLOSURE
      OF CONFIDENTIAL INFORMATION. The Executive shall not at any time (other than
      as
      may be required or appropriate in connection with the performance by him of
      his
      duties hereunder), directly or indirectly, use, communicate, disclose or
      disseminate any Confidential Information in any manner whatsoever (except as
      may
      be required under legal process by subpoena or other court order).

     

    5.3.  CERTAIN
      ACTIVITIES. The Executive shall not, while employed by the Company and for
      a
      period of one (1) year following the Date of Termination, directly or
      indirectly, hire, offer to hire, entice away or in any other manner persuade
      or
      attempt to persuade any officer, employee, agent, lessor, lessee, licensor,
      licensee or supplier of Employer or any of its Subsidiaries to discontinue
      or
      alter his or its relationship with Employer or any of its
      Subsidiaries.

     

    5.4.  NON-COMPETITION.
      The Executive shall not, while employed by the Company and for a period of
      one
      (1) year following the Date of Termination, engage or participate, directly
      or
      indirectly (whether as an officer, director, employee, partner, consultant,
      shareholder, lender or otherwise), in any business that manufactures, markets
      or
      sells products that directly competes with any product of the Employer that
      is
      significant to the Employer’s business based on sales and/or profitability of
      any such product as of the Date of Termination. Nothing herein shall prohibit
      Executive from being a passive owner of less than 1% of any publicly-traded
      class of capital stock of any entity directly engaged in a competing
      business.

     

    5.5.  If
      the
      Company exercises its right to suspend the Executive's duties and powers for
      a
      period of up to [3] months under Section 1.2 during any period after notice
      of
      termination of the Agreement has been given by the Company or the Executive,
      the
      aggregate of the period of the suspension and the period after the date of
      termination for which covenants in Sections 5.3 and 5.4 apply will not exceed
      12
      months and, if the aggregate of the two periods would exceed 12 months, the
      period after the termination date for which the covenants in Sections 5.3 and
      5.4 apply will be reduced accordingly.

     

    5.6.  PROPERTY
      RIGHTS; ASSIGNMENT OF INVENTIONS. With respect to information, inventions and
      discoveries or any interest in any copyright and/or other property right
      developed, made or conceived of by Executive, either alone or with others,
      at
      any time during his employment by Employer and whether or not within working
      hours, arising out of such employment or pertinent to any field of business
      or
      research in which, during such employment, Employer is engaged or (if such
      is
      known to or ascertainable by Executive) is considering engaging, Executive
      hereby agrees:

     

    (a)  that
      all
      such information, inventions and discoveries or any interest in any copyright
      and/or other property right, whether or not patented or patentable, shall be
      and
      remain the exclusive property of the Employer;

     

     

    
      
        
        

      

      
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    (b)  to
      disclose promptly to an authorized representative of Employer all such
      information, inventions and discoveries or any copyright and/or other property
      right and all information in Executive’s possession as to possible applications
      and uses thereof;

     

    (c)  not
      to
      file any patent application relating to any such invention or discovery except
      with the prior written consent of an authorized officer of Employer (other
      than
      Executive);

     

    (d)  that
      Executive hereby waives and releases any and all rights Executive may have
      in
      and to such information, inventions and discoveries, and hereby assigns to
      Executive and/or its nominees all of Executive’s right, title and interest in
      them, and all Executive’s right, title and interest in any patent, patent
      application, copyright or other property right based thereon. Executive hereby
      irrevocably designates and appoints Employer and each of its duly authorized
      officers and agents as his agent and attorney-in-fact to act for him and on
      his
      behalf and in his stead to execute and file any document and to do all other
      lawfully permitted acts to further the prosecution, issuance and enforcement
      of
      any such patent, patent application, copyright or other property right with
      the
      same force and effect as if executed and delivered by Executive;
      and

     

    (e)  at
      the
      request of Employer, and without expense to Executive, to execute such documents
      and perform such other acts as Employer deems necessary or appropriate, for
      Employer to obtain patents on such inventions in a jurisdiction or jurisdictions
      designated by Employer, and to assign to Employer or its designee such
      inventions and any and all patent applications and patents relating
      thereto.

     

     

    5.7.  NON-EXCLUSIVITY
      AND SURVIVAL. The covenants of the Executive contained in this Section 5
      are in addition to, and not in lieu of, any obligations that Executive may
      have
      with respect to the subject matter hereof, whether by contract, as a matter
      of
      law or otherwise, and such covenants and their enforceability shall survive
      any
      termination of the Executive’s employment by the Company by either party and any
      investigation made with respect to the breach thereof by Employer at any
      time.

     

    6.  DISCIPLINARY
      AND GRIEVANCE PROCEDURES

     

    6.1.  The
      Executive is subject to the Company's disciplinary and grievance procedures,
      copies of which are available from the Company’s Human Resources Department.
      These procedures do not form part of the Executive's contract of
      employment.

     

    6.2.  If
      the
      Executive wishes to appeal against a disciplinary decision he may apply in
      writing to the Company’s Human Resources Department in accordance with the
      Company's disciplinary procedure.

     

     

    
      
        
        

      

      
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    6.3.  If
      the
      Executive wishes to raise a grievance, he may apply in writing to the Company’s
      Human Resources Department in accordance with the Company's grievance
      procedure.

     

    7.  MISCELLANEOUS
      PROVISIONS.

     

    7.1.  COLLECTIVE
      AGREEMENTS. There is no collective agreement which directly affects the
      Executive’s employment by the Company. 

     

    7.2.  SEVERABILITY.
      If, in any jurisdiction, any term or provision hereof is determined to be
      invalid or unenforceable, (a) the remaining terms and provisions hereof
      shall be unimpaired; (b) any such invalidity or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction; and (c) the invalid or unenforceable term or provision
      shall, for purposes of such jurisdiction, be deemed replaced by a term or
      provision that is valid and enforceable and that comes closest to expressing
      the
      intention of the invalid or unenforceable term or provision.

     

    7.3.  EXECUTION
      IN COUNTERPARTS. This Agreement may be executed in one or more counterparts,
      and
      by the different parties hereto in separate counterparts, each of which shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement (and all signatures need not appear on any one
      counterpart), and this Agreement shall become effective when one or more
      counterparts has been signed by each of the parties hereto and delivered to
      each
      of the other parties hereto.

     

    7.4.  NOTICES.
      All notices, requests, demands and other communications hereunder shall be
      in
      writing and shall be deemed duly given upon receipt when delivered by hand,
      overnight delivery or telecopy (with confirmed delivery), or three (3) business
      days after posting, when delivered by registered or certified mail or private
      courier service, postage prepaid, return receipt requested, as
      follows:

     

    If
      to
      Employer, to:

     

    Inyx
      Europe Limited

    c/o
      Inyx,
      Inc.

    825
      Third
      Avenue, 40th Floor

    New
      York,
      NY 10022

    Attention: Chairman
      and Chief Executive Officer

    Facsimile
      No.: 001-212-838-0060

     

    


    If
      to
      Executive, to:

     

    Duncan
      McIntyre

    153
      Chester Road

    Grappenhall,
      Warrington

    WA4
      2SB
      England

    
      
        
          	 Facsimile
                  No.:	 	 


        


    

     

     

    
      
        
        

      

      
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    Or
      to
      such other address(es) as a party hereto shall have designated by notice in
      writing to the other parties hereto.

     

    7.5.  AMENDMENT.
      No provision of this Agreement may be modified, amended, waived, or discharged
      in any manner except by a written instrument executed by both the Employer
      and
      the Executive.

     

    7.6.  ENTIRE
      AGREEMENT. This Agreement, the, Executive’s Stock Option Agreements and the
      governing stock option plans, constitute the entire agreement of the parties
      hereto with respect to the subject matter hereof, and supersede all prior
      agreements and understandings of the parties hereto, oral or
      written.

     

    7.7.  APPLICABLE
      LAW. This Agreement shall be governed by and construed in accordance with
      applicable to contracts made and to be wholly performed therein, without regard
      to principles of conflicts of laws.

     

    7.8.  HEADINGS.
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Agreement.

     

    7.9.  WAIVER,
      ETC. The failure of either of the parties hereto to, at any time, enforce any
      of
      the provisions of this Agreement shall not be deemed or construed to be a waiver
      of any such provision, nor to in any way affect the validity of this Agreement
      or any provision hereof or the right of either of the parties hereto thereafter
      to enforce each and every provision of this Agreement. No waiver of any breach
      of any of the provisions of this Agreement shall be effective unless set forth
      in a written instrument executed by the party against whom or which enforcement
      of such waiver is sought, and no waiver of any such breach shall be construed
      or
      deemed to be a waiver of any other or subsequent breach.

     

    7.10. CAPACITY,
      ETC. Executive and Employer hereby represent and warrant to the other that,
      as
      the case may be: (a) he or it has full power, authority and capacity to
      execute and deliver this Agreement, and to perform his or its obligations
      hereunder; (b) such execution, delivery and performance shall not (and with
      the giving of notice or lapse of time or both would not) result in the breach
      of
      any agreements or other obligations to which he or it is a party or he or it
      is
      otherwise bound; and (c) this Agreement is his or its valid and binding
      obligation in accordance with its terms.

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto as of the date first above written.

     

     

    INYX, INC.

    By:

     

     

    
      	 	 	 	 
	/s/ Jay
              M.
              Green	 	 	 
	
              

            	 	 	
            
	
              Jay
                M. Green

              Executive
                Vice President

            	 	 	 


    

     

     

    
      	 	 	 	 
	/s/ Duncan
              McIntyre	 	 	 
	
              

            	 	 	
            
	DUNCAN
              MCINTYRE	 	 	 


    

     

     

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