Exhibit 10.4.1.3

                            EMPLOYMENT AGREEMENT WITH

                                DR. JACK KACHKAR

This Employment  Agreement  ("Agreement")  is entered into as of this 1st day of
January,  2004 (the  "Effective  Date"),  by and between Dr. Jack  Kachkar  (the
"Executive")  and  Inyx,  Inc.,  a  Nevada  corporation  (the  "Company"  or the
"Employer"), or together the Parties.

R E C I T A L S:

Whereas  Inyx Canada Inc. has provided the services of Executive to Inyx and its
subsidiaries;

Whereas,  the  Company  desires  to employ  the  Executive  directly  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,  effective  January 1,
2004, in the positions of Chairman and Secretary for the Company, and may assign
other  reasonable  duties to the Executive from time to time. The Executive will
also be  appointed  to the  Company's  Board of Directors as of the date of this
Agreement,  subject to  subsequent  ratification  by the  Company's  majority of
shareholders. The Executive agrees to perform and discharge such duties well and
faithfully, and to be subject to the supervision and direction of the Board.

1.2 TIME DEVOTED TO POSITION.  The Executive,  during the Employment Term, shall
devote  substantially  all of his  business  time,  attention  and skills to the
business and affairs of the Employer.

1.3  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.

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


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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 $345,000 USD, 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 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  ADJUSTMENTS IN BASE SALARY.  On each April 1st during the Employment  Term,
the Base Salary shall be increased by five percent (5%).

2.3 BONUS.  Subject to Section 3.3 hereof, the Executive shall be entitled to an
annual  bonus during the  Employment  Term in such amount as  determined  by the
Board  based on such  performance  criteria as it deems  appropriate,  including
without  limitation,   the  Executive's  performance  and  Employer's  earnings,
financial  condition,  rate of return on equity and compliance  with  regulatory
requirements.  The target amount of  Executive's  annual bonus shall be at least
ten (10%)  percent  of the Base  Salary  with no cap on bonus for  reaching  and
exceeding  performance targets as set out in the Company's annual budget. At the
discretion  of the Board  (through its  Compensation  Committee),  the Executive
shall  also  be  entitled  to  additional  project  specific  bonuses  based  on
successfully completing business or commercial opportunities which are accretive
to the Company's financial performance.

2.4 STOCK  OPTIONS.  The  Executive  shall be entitled to  participate  in stock
option and  similar  equity  plans of  Employer.  In  connection  herewith,  the
Executive has been granted options to purchase  1,000,000 shares of common stock
of the Company on terms and conditions  set forth in the Stock Option  Agreement
with the Company. The Executive shall be entitled to any additional annual stock
option grants provided at the discretion of the Board.

2.5 EXECUTIVE BENEFITS

2.5.1  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  entertainment,  business  travel (all air travel shall be at least  Business
Class),  hotel,  meals,  dues,  admission fees and  initiation  fees for various
clubs.  Where  appropriate the  Executive's  spouse shall be permitted to travel
with the Executive and the Executive shall be similarly  reimbursed for the cost
of his  spouse's  travel.  In the case of dues  initiation  and  other  fees for
private clubs, the amount of reimbursement under this paragraph shall not exceed
$25,000 USD for the year.

2.5.2  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 life  insurance,  health and
accident,  medical and dental plans  including any such benefit plans offered by
the Subsidiaries where applicable, and profit sharing and retirement plans.


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2.5.3  VACATION.  Executive shall be entitled to four (4) weeks of paid vacation
per calendar  year,  prorated for any partial  year.  Unused  vacation days will
continue to accrue for the benefit of the Executive  and payable on  termination
of employment.

2.5.4  TRANSPORTATION.  Employer  shall  provide  Executive  with an  automobile
allowance  commensurate with his title and position together with all associated
operating  expenses and parking garage expense.  During the Employment  Term, in
accordance  with the  directives of the  Compensation  Committee,  the Executive
shall be provided with  reasonable  transportation  for business  purposes while
working at each of the Company's office or business locations.

2.5.5 PERSONAL  FINANCIAL AND TAX  CONSULTING.  The Company shall  reimburse the
Executive  for  annual  expense  he  incurs  for  personal   financial  and  tax
counseling,  provided that the amount of such  reimbursement  for any year shall
not exceed $20,000 USD.

2.5.6 PERSONAL LEGAL CONSULTING. Upon presentation of an invoice, the Company
shall reimburse the Executive for any legal fees and expenses incurred in the
negotiation of this Agreement, provided that the amount of such reimbursement
shall not exceed $20,000 USD.

2.5.7 LIFE INSURANCE.  Employer shall obtain (PROVIDED, that Executive qualifies
on a non-rated basis) a term life insurance policy,  the premiums of which shall
be borne by  Employer  and the  death  benefits  of which  shall be  payable  to
Executive's  estate,  or as otherwise  directed by the Executive,  in the amount
equal to $1,000,000 USD.

3. EMPLOYMENT TERM; TERMINATION

3.1 EMPLOYMENT  TERM. The  Executive's  employment  hereunder  shall commence on
April 1, 2003 and,  except as  otherwise  provided in Section 3.2 hereof,  shall
continue  until the fifth (5th)  anniversary  of the date of this Agreement (the
"Initial Term").  Thereafter,  this Agreement shall automatically be renewed for
successive  one-year  periods  commencing on the fifth (5th)  anniversary of the
date of this Agreement (with the Initial Term and any such subsequent employment
period(s),  being referred to herein as the "Employment Term"), unless Executive
or Employer shall have provided a Notice of  Termination  (as defined in Section
3.4.2 hereof) in respect of its or his election not to renew the Employment Term
to the other  party at least  ninety (90) days prior to such  termination.  Upon
non-renewal of the  Employment  Term pursuant to this Section 3.1 or termination
pursuant to Sections 3.2.1 through 3.2.6 hereof,  inclusive,  Executive shall be
released from any duties hereunder (except as set forth in Section 4 hereof) and
the  obligations  of Employer to Executive  shall be as set forth in Section 3.3
hereof only.

3.2  EVENTS  OF  TERMINATION.  The  Employment  Term  shall  terminate  upon the
occurrence of any one or more of the following events:

3.2.1  DEATH.  In the event of  Executive's  death,  the  Employment  Term shall
terminate on the date of his death.

3.2.2 WITHOUT CAUSE BY EXECUTIVE. Executive may terminate the Employment Term at
any time  during  such  Term for any  reason  whatsoever  by  giving a Notice of
Termination to Employer.  The Date of Termination pursuant to this Section 3.2.2
shall be thirty (30) days after the Notice of Termination is given.


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3.2.3  DISABILITY.  In the  event  of  Executive's  Disability  (as  hereinafter
defined), Employer may, at its option, terminate the Employment Term by giving a
Notice of Termination to Executive.  The Notice of Termination shall specify the
Date of Termination, which date shall not be earlier than thirty (30) days after
the Notice of Termination is given. For purposes of this Agreement, "Disability"
means the inability of Executive for 180 days in any twelve (12) month period to
substantially  perform his duties  hereunder as a result of a physical or mental
illness, all as determined in good faith by the Board.

3.2.4 CAUSE.  Employer  may, at its option,  terminate the  Employment  Term for
"Cause" based on objective factors determined in good faith by a majority of the
Board as set  forth in a Notice  of  Termination  to  Executive  specifying  the
reasons for termination and the failure of the Executive to cure the same within
thirty  (30) days after  Employer  shall  have given the Notice of  Termination;
PROVIDED, HOWEVER, that in the event the Board in good faith determines that the
underlying reasons giving rise to such  determination  cannot be cured, then the
thirty (30) day period shall not apply and the Employment  Term shall  terminate
on the date the Notice of Termination is given.  For purposes of this Agreement,
"Cause" shall mean (i) Executive's conviction of, guilty or no contest plea to a
felony (ii) an act or omission by Executive in  connection  with his  employment
that  constitutes  fraud,   criminal  misconduct,   breach  of  fiduciary  duty,
dishonesty, gross negligence,  malfeasance,  willful misconduct or other conduct
that is materially  harmful or detrimental to Employer;  (iii) a material breach
by Executive of this Agreement and the failure of the Executive to cure the same
within thirty (30) days; (iv)  continuing  failure to perform such proper duties
as are assigned to Executive by in accordance  with this  Agreement and with law
and good business practice, other than a failure resulting from a Disability.

3.2.5 INTENTIONALLY LEFT BLANK

3.2.6 EMPLOYER'S  MATERIAL BREACH.  Executive may, at his option,  terminate the
Employment  Term  upon  Employer's  material  breach of this  Agreement  and the
continuation of such breach for more than ten (10) days after written demand for
cure of such  breach is given to  Employer  by  Executive  (which  demand  shall
identify the manner in which Employer has materially  breached this  Agreement).
Employer's  material  breach of this  Agreement  shall  mean (i) the  failure of
Employer to make any payment that it is required to make  hereunder to Executive
when such payment is due or within two (2) business  days  thereafter;  (ii) the
assignment to Executive,  without Executive's express written consent, of duties
inconsistent with his positions, responsibilities and status with Employer, or a
change in Executive's reporting responsibilities, titles or offices or any plan,
act, scheme or design to constructively  terminate the Executive, or any removal
of Executive  from his positions with  Employer,  except in connection  with the
termination  of the  Employment  Term by Employer  for Cause,  without  Cause or
Disability or as a result of  Executive's  death or voluntary  resignation or by
Executive  other than  pursuant to this  Section  3.2.6;  (iii) a  reduction  by
Employer in Executive's Base Salary.

3.3 CERTAIN  OBLIGATIONS  OF EMPLOYER  FOLLOWING  TERMINATION  OF THE EMPLOYMENT
TERM.  Following  termination  of the  Employment  Term under the  circumstances
described below,  Employer shall pay to Executive or his estate, as the case may
be, 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.  In
connection  with  Executive's  receipt of any or all monies and  benefits  to be


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received  pursuant to this Section 3.3,  Executive shall not have a duty to seek
subsequent  employment  during  the  period in which he is  receiving  severance
payments and the Severance Amount (as defined in Section 3.3.2 hereof) shall not
be reduced solely as a result of Executive's  subsequent employment by an entity
other than Employer.

3.3.1 FOR CAUSE. In the event that the Employment Term is terminated by Employer
for Cause,  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.

3.3.2 WITHOUT CAUSE BY EMPLOYER;  MATERIAL  BREACH BY EMPLOYER;  ELECTION NOT TO
RENEW BY  EMPLOYER.  In the event  that the  Employment  Term is  terminated  by
Executive  pursuant to Section 3.2.6 hereof or Employer elects not to renew this
Agreement at any time pursuant to Section 3.1 hereof,  or if such termination is
effective  at any time after a Change of Control  (as  defined in Section  3.4.1
hereof) of the  Employer,  it shall pay to  Executive,  subject  to  Executive's
continued  compliance with the terms of Section 4 hereof,  any unpaid but earned
Base Salary  through  the Date of  Termination  PLUS an amount  equal to two (2)
times  annual  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.  Any payments  made in  accordance  with this Section
3.3.2  shall be made in a lump sum  payment at a  convenient  date no later than
fourteen (14) days after the termination date.

3.3.3  WITHOUT CAUSE BY  EXECUTIVE;  ELECTION NOT TO RENEW BY EXECUTIVE.  In the
event that the  Employment  Term is terminated by Executive  pursuant to Section
3.2.2  hereof  or  Executive  elects  not to renew  this  Agreement  at any time
pursuant to Section 3.1 hereof,  Employer  shall pay to  Executive,  in a single
lump-sum,  an amount  equal to any  unpaid but earned  bonuses  and Base  Salary
through  the  Date of  Termination.  3.3.4  DISABILITY.  In the  event  that the
Employment  Term is terminated by reason of Executive's  Disability  pursuant to
Section 3.2.3 hereof,  Employer shall pay to Executive,  subject to, in the case
of  Disability,  Executive's  continued  compliance  with the terms of Section 4
hereof, the Severance Amount, payable in accordance with Section 3.3.2 hereof.

3.3.5  POST-EMPLOYMENT  TERM  BENEFITS.  In the  event  that  the  Executive  is
terminated pursuant to Sections 3.2.1 through 3.2.6 hereof, inclusive, or either
Employer or Executive elects not to renew this Agreement pursuant to Section 3.1
hereof,  Employer shall reimburse  Executive for any unpaid expenses pursuant to
Section 2.5.1 hereof and if Executive is terminated  pursuant to Sections 3.2.3,
3.2.5 or 3.2.6 hereof or Employer elects not to renew this Agreement pursuant to
Section 3.1 hereof,  Employer  shall pay, on behalf of  Executive,  for a period
equal to six (6) months from the Date of Termination  (the  "Benefits  Period"),
subject to Executive's  continued compliance with the terms of Section 4 hereof,
all life insurance,  medical,  dental, health and accident, and disability plans
and programs in which Executive was entitled to participate immediately prior to
the Date of Termination;  PROVIDED,  that Executive's continued participation is
legally  possible  under the  general  terms and  provisions  of such  plans and
programs.  In the  event  that  Executive's  participation  in any such  plan or
program  is  barred,  Employer,  at its sole  cost  and  expense  shall  use its
commercially reasonable efforts to provide Executive with benefits substantially
similar to those that  Executive  was  entitled to receive  under such plans and
programs for the remainder of the Benefits Period.


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3.3.6 STOCK OPTIONS

     (a)  If,  within  twelve  (12)  months  following  a Change of Control  (as
          defined in Section 3.4.1 hereof) of Employer,  the Employment  Term is
          terminated other than for Cause,  then Executive (or his estate) shall
          have six (6) months from the date of such event to exercise such stock
          options;  PROVIDED,  that  the  such  stock  options  shall  not  have
          otherwise expired in accordance with the terms thereof.  In connection
          there with, Employer agrees to use commercially  reasonable efforts to
          amend  Executive's  Stock Option Agreements if necessary to effectuate
          the provisions of this Section 3.3.6(a).

     (b)  In the  event  the  Employment  Term  is  terminated  (i) by  Employer
          pursuant to Section  3.2.5 hereof and the reason for such  termination
          is not  related to the  performance  of  Executive  in his duties with
          respect to Employer,  or (ii) by Executive  pursuant to Section  3.2.6
          hereof,  then all stock options theretofore granted to Executive shall
          thereupon  vest and Executive  shall have twelve (12) months from such
          date to exercise  such  options;  PROVIDED,  that the  relevant  stock
          option plan  remains in effect and such stock  options  shall not have
          otherwise expired in accordance with the terms thereof.  In connection
          therewith,  Employer agrees to use commercially  reasonable efforts to
          amend  Executive's  Stock Option Agreements if necessary to effectuate
          the provisions of this Section 3.3.6(b).

3.4 DEFINITIONS

3.4.1 "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).

3.4.2 "NOTICE OF TERMINATION"  DEFINED.  "Notice of Termination" means a written
notice that indicates the specific termination provision relied upon by Employer
or Executive and, except in the case of termination  pursuant to Sections 3.2.1,
3.2.2 or 3.2.5  hereof,  that  sets  forth in  reasonable  detail  the facts and
circumstances  claimed to provide a basis for termination of the Employment Term
under the termination provision so indicated.

3.4.3 "DATE OF TERMINATION"  DEFINED.  "Date of Termination"  means such date as
the Employment  Term is expired if not renewed or terminated in accordance  with
Sections 3.1 or 3.2 hereof.


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4. CONFIDENTIALITY AND NONSOLICITATION; PROPERTY RIGHTS

4.1 "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.

4.2 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).

4.3 CERTAIN  ACTIVITIES.  The Executive shall not, while employed by the Company
and for a period of two (2) years 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.

4.4 NON-COMPETITION.  The Executive shall not, while employed by the Company and
for a period of three (3) years  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,  unless
the  Employment  Term is terminated by Employer  pursuant to Section 3.3.2 or by
the Executive  pursuant to Section 3.2.6 hereof.  Nothing  herein shall prohibit
Executive  from being a passive  owner of any  publicly-traded  class of capital
stock of any entity directly engaged in a competing business.

4.5 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:


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     (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;

     (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.

4.6  INJUNCTIVE  RELIEF.  The  parties  hereby  acknowledge  and agree  that (a)
Employer  will be  irreparably  injured in the event of a breach by Executive of
any of his obligations under this Section 4; (b) monetary damages will not be an
adequate remedy for any such breach; (c) Employer will be entitled to injunctive
relief,  in addition to any other remedy which it may have,  in the event of any
such breach; and (d) the existence of any claims that Executive may have against
Employer,  whether under this  Agreement or otherwise,  will not be a defense to
the enforcement by Employer of any of its rights under this Section 4.

4.7  NON-EXCLUSIVITY  AND SURVIVAL.  The covenants of the Executive contained in
this  Section 4 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 Employment  Term by either
party and any investigation  made with respect to the breach thereof by Employer
at any time.


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5. MISCELLANEOUS PROVISIONS.

5.1  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.

5.2  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.

5.3 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, Inc.
                  801 Brickell 9th Floor,
                  Miami, Florida 33131
                  Attention: Vice President - Finance and Treasurer
                  Telecopy No.: (305) 789-6641

                  If to Executive, to:

                  Dr. Jack Kachkar Unit #1210, 445 Grand Bay Drive
                  Key Biscayne, Florida 33149
                  Telecopy No.: (305) 365 3963

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

5.4 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.

5.5 ENTIRE AGREEMENT.  This Agreement and, with respect to Section 3.3.6 hereof,
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.  In the event of any  conflict  between
Section 3.3.6 hereof and Executive's  Stock Option  Agreements and the governing
stock option plans, Section 3.3.6 shall govern.


                                                                               9
<PAGE>


5.6  APPLICABLE  LAW.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of Florida  applicable to contracts  made
and to be wholly performed therein.

5.7      INTENTIONALLY LEFT BLANK.

5.8  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.  5.9
BINDING  EFFECT;  SUCCESSORS AND ASSIGNS.  The Executive may not delegate any of
his duties or assign his rights  hereunder.  This  Agreement  shall inure to the
benefit of, and be binding upon, the parties hereto and their respective  heirs,
legal representatives,  successors and permitted assigns. Employer shall require
any  successor  (whether  direct or indirect  and whether by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets  of  Employer,   by  an  agreement  in  form  and  substance   reasonably
satisfactory  to  Executive,  to  expressly  assume  and agree to  perform  this
Agreement  in the same  manner and to the same  extent  that  Employer  would be
required to perform if no such succession had taken place.

5.10 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.

5.11 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.

5.12 ARBITRATION. Any dispute or controversy arising under or in connection with
this Agreement shall be settled  exclusively in arbitration  conducted in Miami,
Florida in  accordance  with the rules of the American  Arbitration  Association
then in effect.  Judgment may be entered on the arbitrator's  award in any court
having  jurisdiction.  Punitive damages shall not be awarded. In any arbitration
proceeding, the party determined to be the prevailing party shall be entitled to
receive, in addition to any other award, its attorneys' fees and expenses of the
proceeding.


                                                                              10
<PAGE>


                            [SIGNATURE PAGE FOLLOWS]

         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/ Rima Goldshmidt
------------------------
Name:  Rima Goldshmidt
Title: VP-Finance



/S/ Jack Kachkar
------------------------
Dr. Jack Kachkar MD