Exhibit 10.4.1.2

                          Management Services Agreement

Agreement made effective as of May 15, 2003.

Between:

                           Inyx Canada Limited
                           a Canada corporation,
                           ("Inyx Canada")

                           -        and -

                           JK Services
                           a partnership carried on by Miza Corporation, an
                           Alberta corporation, and Janfour Holdings Ltd.,
                           an Alberta corporation
                           ("JK")

                           -        and -

                           Inyx, Inc. (f/k/a Doblique, Inc.),
                           a Nevada corporation
                           ("Inyx")

                           -        and -

                           Dr. Jack Kachkar
                           ("Kachkar")

Recitals:

(a)  Inyx,  Inc.  (f/k/a  Doblique  Inc.)  ("Inyx")  entered into an  Employment
     Agreement  ("Inyx  Employment  Agreement")  dated as of April 1,  2003 with
     Kachkar,  providing for the employment of Kachkar as chairman and secretary
     of Inyx, Inc.;

(b)  Immediately thereafter,  Inyx determined to incorporate its subsidiary Inyx
     Canada for the purposes of providing  management  services  (including  the
     services of Kachkar) to Inyx and its subsidiaries;

(c)  Doblique  changed its name to Inyx,  Inc. on May 6, 2003;  any reference in
     this Agreement to Inyx shall include a reference to Doblique;

(d)  The parties have agreed that JK shall  provide  Kachkar's  services to Inyx
     Canada  effective as of May 15, 2003 to support of the management  services
     to be provided by Inyx Canada to Inyx;


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(e)  Inyx and Kachkar have terminated the Inyx Employment Agreement effective as
     of May 15, 2003;

(f)  Inyx Canada and Inyx entered into a Management Services  Agreement,  ("Inyx
     Management  Agreement")  dated as of May 15,  2003,  pursuant to which Inyx
     Canada has agreed to provide management services (including the services of
     Kachkar) to Inyx and its subsidiaries.

(g)  Kachkar and JK have  entered into an  Employment  Agreement  ("Inyx  Canada
     Employment  Agreement"),  effective as of May 15, 2003,  providing  for the
     employment by JK of Kachkar in conjunction with the provision of management
     services by Inyx Canada to Inyx, pursuant to the Inyx Management Agreement.

In  consideration  of the mutual  covenants and agreements  herein contained and
subject to the terms and conditions  hereinafter  set forth,  the parties hereto
hereby agree as follows:

1.   Representations And Warranties

JK and Kachkar represent and warrant to Inyx Canada that they are parties to the
Inyx Canada  Employment  Agreement,  that such Agreement is a valid and existing
employment  agreement,  pursuant  to which  Kachkar  has agreed to  provide  his
services on a  full-time  exclusive  basis in  conjunction  with the  management
services to be provided by Inyx Canada to Inyx  pursuant to the Inyx  Management
Agreement.

2.   Engagement

Inyx Canada hereby  engages JK to provide the personal  services of Kachkar,  in
conjunction with the services to be provided by Inyx Canada pursuant to the Inyx
Management  Agreement  and to provide  additional  services that Inyx Canada may
require in connection with its operations.  JK hereby accepts such engagement on
the terms and conditions  hereof and agrees to keep and perform all  obligations
and agreements hereunder.

3.   JK's Services

JK shall provide the services of Kachkar to:

(a)  act as the Chairman and Secretary and a director of Inyx;

(b)  manage and supervise the day to day operations and business of Inyx and its
     subsidiaries  and other  reasonable  duties and  business  assigned by Inyx
     Canada  from  time  to  time.  Provide  business  development  and  project
     management  services.  Kachkar will continue as a member of Inyx's board of
     directors,  subject  to  continuing  ratification  by Inyx's  shareholders.
     Kachkar  agrees to perform and discharge  such duties well and  faithfully.
     Kachkar  acknowledges  that  he  will  at  all  times  be  subject  to  the
     supervision and direction of Inyx's and Inyx Canada's board of directors;


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(c)  JK shall cause Kachkar and Kachkar  agrees to devote  substantially  all of
     his business time, attention and skills to the business and affairs of Inyx
     Canada during the term of this Agreement;

(d)  whenever Kachkar as an officer or director of Inyx is required by law, rule
     or  regulation  or  requested by any  governmental  authority or by Inyx or
     Inyx's  auditors  to  provide  certifications  with  respect  to  financial
     statements or filings with the Securities and Exchange  Commission (USA) or
     any other governmental authority, Kachkar shall sign such certifications as
     may  be  reasonably  requested,  with  such  exceptions  as  Kachkar  deems
     necessary to make such certifications accurate and not misleading.

4.   Term of Engagement

The term of the engagement of the Inyx Canada hereunder shall commence effective
as of May 15, 2003 and, except as otherwise provided in Section 7 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 period(s),
being  referred to herein as the  "Term"),  unless JK or Inyx Canada  shall have
provided a Notice of  Termination  (as  defined in Section  7(c)(ii)  hereof) in
respect of its or his election not to renew the Term to the other party at least
ninety  (90)  days  prior  to such  termination.  Upon  non-renewal  of the Term
pursuant to this Section 4 or termination  pursuant to Sections  7(a)(i) through
7(a)(v)  hereof,  inclusive,  JK and Kachkar  shall be released  from any duties
hereunder  (except as set forth in Section 8 hereof) and the obligations of Inyx
Canada to JK and Kachkar shall be as set forth in Section 7(b) hereof only.

5.   Fees, Other Compensation and Expenses

Inyx Canada agrees to pay to JK the following fees,  expenses and other benefits
in conjunction with the provision of the services hereunder:

(a)  Management  Fee - a management  fee in the amount of $245,000 USD per annum
     or at such increased  rate as JK and Inyx Canada may agree,  subject to the
     approval  of the  board  of  directors  of  Inyx,  payable  monthly,  or as
     otherwise  agreed. On each anniversary of this agreement the management fee
     for the ensuing year shall be increased a minimum of 5%;

(b)  Performance  Bonus - a bonus in an amount  equal to any  performance  bonus
     paid by Inyx to Inyx Canada,  pursuant to the Inyx Management Agreement, to
     be payable as and when  received by Inyx Canada.  Inyx Canada  acknowledges
     that pursuant to the Inyx Management  Agreement such bonus is based on such
     performance   criteria  as  Inyx  deems   appropriate,   including  without
     limitation,  the  performance  of  services  by JK and  Kachkar  and Inyx's
     earnings, financial condition, rate of return on equity and compliance with
     regulatory requirements;

(c)  Project  Specific  Bonuses - additional  project  specific bonuses based on
     successfully  completing  business or  commercial  opportunities  which are
     accretive to the financial performance of Inyx Canada and its subsidiaries.
     Such  additional  bonuses  may be declared  from time to time by  effective


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     resolution  of the  board  of  directors  of Inyx  Canada,  subject  to the
     approval of the board of directors of Inyx.  JK  acknowledges  and confirms
     that there is no  obligation  on Inyx  Canada or Inyx to  declare  any such
     bonuses.  Despite the foregoing,  Inyx Canada shall pay a bonus to JK in an
     amount  equal to any  project  specific  bonus paid by Inyx to Inyx  Canada
     pursuant to the Inyx Management Agreement.

(d)  Stock Options - Inyx may arrange for JK or Kachkar to  participate in stock
     option and similar equity plans of Inyx. It is  acknowledged  that Inyx has
     granted  options to Kachkar to purchase  750,000  shares of common stock of
     Inyx on terms and conditions set forth in the Stock Option  Agreement dated
     May 1, 2003 between Inyx and  Kachkar.  JK or Kachkar  shall be entitled to
     any additional annual stock option grants provided at the discretion of the
     board of directors of Inyx.

(e)  Expenses - Inyx Canada shall promptly reimburse JK for properly  documented
     expenses  reasonably  incurred  by JK or  Kachkar  in  connection  with the
     provision of services hereunder, 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.  Inyx Canada shall  similarly  reimburse JK for the
     cost of Kachkar's spouse traveling with Kachkar, where appropriate.  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. In addition to being reimbursed for properly documented expenses that
     the  Executive may incur on behalf of the Company,  the executive  shall be
     reimbursed for any  discretionary  expenses which shall not exceed $100,000
     USD in each year during the agreement term.

(f)  Benefit  Plans - Inyx Canada shall  arrange for Kachkar to  participate  in
     such employee  benefit plans and programs as Inyx or its  subsidiaries  may
     from time to time  generally  offer or provide to its officers,  including,
     but not limited to,  participation in life insurance,  health and accident,
     medical and dental plans  including  any such benefit  plans offered by its
     subsidiaries where applicable.

(g)  Transportation  - Inyx Canada shall  reimburse JK for the cost of providing
     Kachkar  with  an  automobile  allowance  commensurate  with  his  services
     together with all associated operating expenses and parking garage expense.
     Inyx  Canada  shall  arrange  to  provide  to JK  for  use by  Kachkar,  in
     accordance  with the  directives  of the  board of  directors  of Inyx with
     reasonable  transportation for business purposes while attending at each of
     the offices or business locations of Inyx and its subsidiaries.

(h)  Financial and Tax Advice - Inyx Canada shall  reimburse JK for the expenses
     JK incurs for its or Kachkar's financial and tax advice,  provided that the
     amount of such reimbursement for any year shall not exceed $20,000 USD.

(i)  Legal  Consulting  - Upon  presentation  of an invoice,  Inyx Canada  shall
     reimburse JK for any legal fees and  expenses  incurred by JK or Kachkar in
     connection with the negotiation of this Agreement, provided that the amount
     of such reimbursement shall not exceed $20,000 USD.


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(j)  Life  Insurance  - Inyx Canada  shall  reimburse  JK for the  premium  cost
     incurred by JK  (including  expense  incurred by Kachkar) with respect to a
     term life  insurance  policy on  Kachkar's  life  (provided,  that  Kachkar
     qualifies on a non-rated  basis),  and the death benefits of which shall be
     payable to Kachkar `s estate, or as otherwise  directed by Kachkar,  in the
     amount equal to $1,000,000 USD.

(k)  Applicable  Taxes - Inyx Canada shall pay all applicable  taxes,  including
     goods and  services  taxes in respect of the  payments to JK  provided  for
     herein.

6.   Vacation

JK shall not be in breach of its  obligations  hereunder if it is not performing
its obligations hereunder because Kachkar is on vacation, provided that:

(a)  the aggregate vacation time does not exceed four (4) weeks of paid vacation
     per calendar year, prorated for any partial year.

(b)  during the period while Kachkar is on such  vacation,  JK shall be entitled
     to receive the full amount of the Management Fee and other benefits that it
     would have received had Kachkar not been on vacation.

7.   Termination of Engagement

(a)  Events of Termination.  The Term shall terminate upon the occurrence of any
     one or more of the following events:

     (i)  Death.  In the event of Kachkar's  death,  the Term shall terminate on
          the date of his death.

     (ii) Without Cause by JK. JK may terminate the Term at any time during such
          Term for any reason  whatsoever by giving a Notice of  Termination  to
          Inyx Canada. The Date of Termination pursuant to this Section 7(a)(ii)
          shall be thirty (30) days after the Notice of Termination is given.

     (iii)Disability.  In the  event of  Kachkar's  Disability  (as  hereinafter
          defined), Inyx Canada may, at its option, terminate the Term by giving
          a Notice of Termination to JK. 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  Kachkar  to
          substantially  perform services  provided  hereunder on behalf of Inyx
          Canada for 180 days in any twelve  (12) month  period as a result of a
          physical or mental  illness,  all as  determined  in good faith by the
          board of directors of Inyx Canada.

     (iv) Cause. Inyx Canada may, at its option,  terminate the Term for "Cause"
          based on objective  factors  determined in good faith by a majority of
          the  board of  directors  of Inyx  Canada  as set forth in a Notice of
          Termination  to JK  specifying  the  reasons for  termination  and the


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          failure  of JK to cure the same  within  thirty  (30) days  after Inyx
          Canada shall have given the Notice of Termination;  PROVIDED, HOWEVER,
          that in the event the board of  directors of Inyx Canada 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 Term  shall  terminate  on the date the  Notice of
          Termination is given.  For purposes of this  Agreement,  "Cause" shall
          mean (i) JK's or Kachkar's conviction of, guilty or no contest plea to
          an  indictable  offence  or felony  (ii) an act or  omission  by JK or
          Kachkar in connection  with the provision of services  hereunder  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 Inyx Canada or
          Inyx;  (iii) a material  breach by JK or Kachkar of this Agreement and
          the failure of JK or Kachkar to cure the same within thirty (30) days;
          (iv)  continuing  failure of JK or Kachkar to perform proper duties as
          are assigned in accordance  with this  Agreement and with law and good
          business practice, other than a failure resulting from a Disability.

     (v)  Inyx Canada's  Material Breach.  JK may, at its option,  terminate the
          Term upon Inyx  Canada'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 Inyx  Canada by JK (which
          demand shall  identify the manner in which Inyx Canada has  materially
          breached  this  Agreement).  Inyx  Canada's  material  breach  of this
          Agreement  shall  mean  (i) the  failure  of Inyx  Canada  to make any
          payment that it is required to make  hereunder to JK when such payment
          is due or within two (2) business days thereafter; (ii) the assignment
          to JK or  Kachkar,  without  its or  his  respective  express  written
          consent, of duties inconsistent with its or his respective  positions,
          responsibilities  and status with Inyx Canada or Inyx,  or a change in
          JK's or Kachkar's reporting responsibilities, titles or offices or any
          plan, act, scheme or design to constructively terminate JK or Kachkar,
          or any removal of Kachkar from his position  with Inyx Canada or Inyx,
          except in connection  with the  termination of the Term by Inyx Canada
          for Cause,  without  Cause,  or Disability or as a result of Kachkar's
          death or voluntary  resignation  or by JK other than  pursuant to this
          Section  7(a)(v);  (iii) a reduction by Inyx Canada in JK's Management
          Fee.

(b)  Certain  Obligations  of Inyx  Canada  Following  Termination  of the Term.
     Following termination of the Term under the circumstances  described below,
     Inyx  Canada  shall pay to JK the  following  compensation  and provide the
     following benefits in full satisfaction and final settlement of any and all
     claims and demands that JK or Kachkar now has or hereafter may have against
     Inyx Canada:

     (i)  For Cause. In the event that the Term is terminated by Inyx Canada for
          Cause,  Inyx Canada  shall pay to Kachkar,  in a single  lump-sum,  an
          amount equal to any unpaid but earned  Management Fee through the Date
          of Termination.

     (ii) Without Cause By Inyx Canada; Material Breach By Inyx Canada; Election
          Not To Renew By Inyx Canada.  In the event that the Term is terminated
          by JK or  Kachkar  pursuant  to  Section  7(a)(v)  hereof  or if  such


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          termination  is  effective  at any time after a Change of Control  (as
          defined in Section 7(c)(i) hereof) of Inyx Canada, it shall pay to JK,
          subject to JK and  Kachkar's  continued  compliance  with the terms of
          Section 8 hereof,  any unpaid but earned  Management  Fee  through the
          Date of Termination  PLUS an amount equal to two (2) times  annualized
          Management Fees in effect at such  applicable  time (the  "Termination
          Amount").  Additionally,  any bonuses  that are due to the JK shall be
          paid by Inyx Canada to JK. Any payments made in  accordance  with this
          Section  7(b)(ii)  shall be made in a lump sum payment at a convenient
          date no later than fourteen (14) days after the date of termination.

     (iii)Without  Cause By JK;  Election  Not To Renew By JK. In the event that
          the Term is terminated by JK pursuant to Section 7(a)(ii), Inyx Canada
          shall pay to JK, in a single  lump-sum,  an amount equal to any unpaid
          but earned bonuses and Management Fee through the Date of Termination.

     (iv) Disability.  In the  event  that the Term is  terminated  by reason of
          Kachkar's Disability pursuant to Section 7(a)(iii) hereof, Inyx Canada
          shall  pay to JK,  subject  to, in the case of  Disability,  Kachkar's
          continued   compliance  with  the  terms  of  Section  8  hereof,  the
          Termination  Amount,  payable  in  accordance  with  Section  7(b)(ii)
          hereof.

     (v)  Post-Engagement  Term  Benefits.  In the event  that JK is  terminated
          pursuant to Sections 7(a)(i) through (7)(a)(v) hereof, inclusive, Inyx
          Canada shall reimburse JK for any unpaid expenses  pursuant to Section
          5(e)  hereof  and  if  Kachkar  is  terminated  pursuant  to  Sections
          7(a)(iii)  or 7(a)(v)  hereof or Inyx Canada  elects not to renew this
          Agreement  pursuant  to Section 4 hereof,  Inyx  Canada  shall pay, on
          behalf of JK, for a period  equal to six (6)  months  from the Date of
          Termination  (the  "Benefits  Period"),  subject  to JK and  Kachkar's
          respective  continued  compliance  with the terms of Section 8 hereof,
          all  life  insurance,   medical,  dental,  health  and  accident,  and
          disability  plans  and  programs  in which  Kachkar  was  entitled  to
          participate  immediately  prior to the Date of Termination;  PROVIDED,
          that Kachkar's  continued  participation is legally possible under the
          general terms and provisions of such plans and programs.  In the event
          that  Kachkar's  participation  in any such plan or program is barred,
          Inyx Canada,  at its sole cost and expense shall use its  commercially
          reasonable  efforts to provide  Kachkar  with  benefits  substantially
          similar to those that Kachkar was entitled to receive under such plans
          and programs for the remainder of the Benefits Period.

     (vi) Stock Options.

          (A)  If, within  twelve (12) months  following a Change of Control (as
               defined  in  Section   7(c)(i)  hereof)  of  Inyx,  the  Term  is
               terminated  other  than for  Cause,  then JK or  Kachkar  (or his
               estate)  shall have six (6) months from the date of such event to
               exercise such stock  options;  PROVIDED,  that such stock options
               shall not have  otherwise  expired in  accordance  with the terms
               thereof.  In  connection  there with,  Inyx Canada  agrees to use
               commercially  reasonable efforts to amend JK's or Kachkar's Stock
               Option  Agreements if necessary to effectuate  the  provisions of
               this Section 7(b)(vi)(A).


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          (B)  In the event the Term is terminated  (i) by Inyx Canada  pursuant
               to Section 7(b)(ii) hereof and the reason for such termination is
               not  related  to the  performance  of JK or Kachkar in its or his
               duties  with  respect to Inyx  Canada,  or (ii) by JK pursuant to
               Section  7(a)(v)  hereof,  then  all  stock  options  theretofore
               granted to JK or Kachkar shall thereupon vest and JK and Kachkar,
               respectively,  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,  Inyx  Canada  agrees to use  commercially
               reasonable  efforts  to amend  JK's and  Kachkar's  Stock  Option
               Agreements  if necessary to  effectuate  the  provisions  of this
               Section 7(b)(vi).

(c)  Definitions

     (i)  "Change of Control"  Defined.  A "Change of Control" of Inyx means (i)
          the  approval  by the  stockholders  of the Inyx of the  sale,  lease,
          exchange  or  other   transfer   (other  than   pursuant  to  internal
          reorganization)  by Inyx 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 Inyx
          pursuant to a tender  offer or exchange  offer (other than an offer by
          Inyx) for at least fifty  (50%)  percent of the equity  securities  of
          Inyx;  (iii) the approval by the  stockholders of Inyx of an agreement
          for a merger or  consolidation  in which the Inyx 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 Inyx from Inyx or any third
          party  representing fifty (50%) percent or more of the combined voting
          power of Inyx's then outstanding equity securities in one or a related
          series  of   transactions   (other   than   pursuant  to  an  internal
          reorganization or transfers of the JK's or Kachkar's interests).

     (ii) "Notice  of  Termination"  Defined.  "Notice of  Termination"  means a
          written  notice that  indicates  the  specific  termination  provision
          relied  upon  by  Inyx  Canada  or JK  and,  except  in  the  case  of
          termination  pursuant to Sections  7(a)(i) or 7(a)(iii)  hereof,  that
          sets forth in reasonable detail the facts and circumstances claimed to
          provide  a basis for  termination  of the Term  under the  termination
          provision so indicated.

     (iii)"Date of Termination"  Defined.  "Date of Termination" means such date
          as the Term terminated in accordance with Sections 4 or 7(a) hereof.


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8.   Confidentiality and Non-solicitation; Property Rights

(a)  "Confidential  Information" Defined.  "Confidential  Information" means any
     and all  information  (oral or written)  relating to Inyx Canada or Inyx or
     Inyx's existing subsidiaries,  entities and organizations hereafter formed,
     organized or acquired by Inyx, directly or indirectly (each, a "Subsidiary"
     and collectively, the "Subsidiaries" or any entity controlling,  controlled
     by, or under common control with Inyx Canada, Inyx or any subsidiary or any
     of their  respective  activities,  including,  information  not  previously
     disclosed to the public or to the trade by Inyx's management,  or otherwise
     in the public  domain,  with respect to Inyx  Canada's or Inyx'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 Inyx operates  other than as a
     result of disclosure  by the JK or Kachkar in violation of this  agreements
     under this Section or (ii) the JK or Kachkar 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. JK and Kachkar each confirms that all restrictions
     in this  Section are  reasonable  and valid and each waives all defenses to
     the strict enforcement thereof.

(b)  Non-Disclosure  of Confidential  Information.  Each of JK and Kachkar shall
     not at any time (other than as may be required or appropriate in connection
     with the performance by each of its or 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).

(c)  Certain  Activities.  Each of JK and Kachkar shall not, during the Term 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 Inyx Canada, Inyx or any of their
     respective  subsidiaries  to discontinue  or alter his or its  relationship
     with any of them.

(d)  Non-Competition. Each of JK and Kachkar shall not, while providing services
     hereunder  and for a  period  of  three  (3)  years  following  the Date of
     Termination,  engage or participate,  directly or indirectly  (whether as a
     provider of management services, 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 Inyx  Canada or Inyx or their  respective  subsidiaries  that is
     significant   to  their   respective   business   based  on  sales   and/or
     profitability of any such product as of the Date of Termination, unless the
     Term is terminated by Inyx Canada pursuant to Section  7(a)(ii) or by JK or
     Kachkar  pursuant to Section 7(a)(v) hereof.  Nothing herein shall prohibit
     JK or Kachkar from being a passive  owner of any  publicly-traded  class of
     capital stock of any entity directly engaged in a competing business.


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(e)  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 JK or Kachkar,  either
     alone or with others,  at any time while providing  services  hereunder 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, Inyx Canada is engaged or (if such is known to or ascertainable
     by JK or Kachkar) is considering engaging, JK and Kachkar hereby agree:

     (i)  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 Inyx
          Canada or Inyx, as applicable;

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

     (iii)not to file any patent  application  relating to any such invention or
          discovery  except  with the prior  written  consent  of an  authorized
          officer of Inyx Canada (other than Kachkar);

     (iv) that each of JK or  Kachkar  hereby  waives and  releases  any and all
          rights it or he may have in and to such  information,  inventions  and
          discoveries,  and hereby  assigns to Inyx Canada or Inyx as applicable
          and/or  their  respective  its  nominees  all  of  JK's  or  Kachkar's
          respective  rights,  titles and  interests  in them,  and all of their
          respective  rights,   titles  and  interests  in  any  patent,  patent
          application,  copyright or other property right based thereon. Each of
          JK and Kachkar hereby irrevocably  designates and appoints Inyx Canada
          or Inyx, as applicable,  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 JK or Kachkar, respectively; and

     (v)  at the  request of Inyx Canada or Inyx,  and without  expense to JK or
          Kachkar, to execute such documents and perform such other acts as Inyx
          Canada or Inyx deems necessary or appropriate, for Inyx Canada or Inyx
          to  obtain   patents  on  such   inventions  in  a   jurisdiction   or
          jurisdictions designated by Inyx Canada or Inyx, and to assign to Inyx
          Canada  or  Inyx  respectively  or  their  respective   designee  such
          inventions and any and all patent  applications  and patents  relating
          thereto.

(f)  Injunctive  Relief.  The parties hereby acknowledge and agree that (i) Inyx
     Canada or Inyx will be  irreparably  injured in the event of a breach by JK
     or Kachkar of any of their  obligations under this Section 8; (ii) monetary
     damages  will not be an  adequate  remedy for any such  breach;  (iii) Inyx
     Canada and Inyx will each be entitled to injunctive  relief, in addition to
     any other remedy which each may have, in the event of any such breach;  and
     (iv) the  existence  of any claims that JK or Kachkar may have against Inyx
     Canada or Inyx,  whether under this  Agreement or otherwise,  will not be a
     defense to the enforcement by Inyx Canada or Inyx, respectively,  of any of
     their respective rights under this Section 8.


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<PAGE>


(g)  Non-Exclusivity  and Survival.  The covenants of JK or Kachkar contained in
     this Section 8 are in addition to, and not in lieu of, any obligations that
     JK or Kachkar 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 Term by either party
     and any  investigation  made with  respect  to the  breach  thereof by Inyx
     Canada or Inyx at any time.

9.   Miscellaneous Provisions

(a)  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.

(b)  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.

(c)  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:

     (i)  If to Inyx Canada, to:

          4950 Yonge Street, Suite 2001
          Toronto, Ontario,
          M2N 6K1
          Attention:  Vice President - Finance
          Fax No.:          (416) 250-2663

     (ii) If to Inyx Inc., to:

          801 Brickell, 9th Floor
          Miami, FL 33131
          Attention:  Vice-President - Finance and Treasurer
          Fax No.: (305) 789-6641


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<PAGE>


     (iii) If to JK or Kachkar, to:

          7300 Yonge Street
          Penthouse 12
          Thornhill, ON  L4J 7Y5

     (iv) with a copy to:

          Barry D. Fisher
          2000- 4950 Yonge Street
          Toronto, Ontario M2N 6K1
          Fax No.: (416) 225-3904

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

(d)  Amendment. No provision of this Agreement may be modified, amended, waived,
     or discharged in any manner except by a written instrument  executed by all
     of the parties.

(e)  Entire  Agreement.  This  Agreement  and, with respect to Section  7(b)(vi)
     hereof,  any applicable  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  7(b)(vi)  hereof and any  applicable  stock
     option  agreements  and the governing  stock option plans and the governing
     stock option plans, Section 7(b)(vi) shall govern.

(f)               Applicable Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the Province of
                  Ontario..

(g)  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.

(h)  Binding Effect; Successors and Assigns. JK and Kachkar may not delegate any
     of its or 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.
     Inyx  Canada  and Inyx  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 Inyx Canada or
     Inyx,  respectively,  by an  agreement  in form  and  substance  reasonably
     satisfactory to JK, to expressly assume and agree to perform this Agreement
     in the same  manner  and to the  same  extent  that  Inyx  Canada  or Inyx,
     respectively,  would be required to perform if no such succession had taken
     place.


                                       12
<PAGE>


(i)  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.

(j)  Capacity,  Etc. JK or Kachkar and Inyx Canada 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.

(k)  Arbitration:  Any dispute  arising  pursuant to or in connection  with this
     Agreement which cannot be resolved by agreement  within thirty (30) days of
     the occurrence of such dispute,  shall be resolved by arbitration  pursuant
     to the Arbitrations Act (Ontario), as amended, ("Arbitrations Act"), and as
     provided in this Agreement and the decision shall be final and binding upon
     all of the parties hereto and shall not be subject to appeal.

(l)  Arbitration  Process:  Any arbitration to be carried out under section 9(k)
     shall be subject to the following provisions:

     (i)  For purposes of any arbitration  hereunder,  JK and Kachkar,  and Inyx
          Canada  and Inyx,  shall act  together  as a single  party.  The party
          desiring arbitration shall nominate an arbitrator and shall notify the
          other parties of such  nomination.  The notice shall set forth a brief
          description  of  the  matter   submitted  for   arbitration   and,  if
          appropriate,  the Section or paragraph  hereof  pursuant to which such
          matter is so submitted.  The other  parties  shall,  together,  within
          thirty (30) days after receiving such notice,  nominate an arbitrator,
          and the two  arbitrators  shall  select a Chairman of the  Arbitration
          Tribunal to act jointly with them. If said arbitrators shall be unable
          to agree on the  selection of such  Chairman,  the  Chairman  shall be
          designated by a Judge of the Ontario Court (General  Division) upon an
          application by either Shareholder. The arbitration shall take place in
          the City of  Toronto  and the  Chairman  shall  fix the time and place
          within the City of Toronto  for the purpose of hearing  such  evidence
          and  representations as the parties hereto may present and, subject to
          the  provisions  hereof,  the  decision  of the  arbitrators  and  the
          Chairman or of any two of them in writing shall be binding upon all of
          the parties hereto both in respect of procedure and the conduct of the
          parties during the procedure and the final determination of the issues
          therein.  The  arbitrators  and  Chairman  shall,  after  hearing  any
          evidence  and  representations  that the parties may submit,  make the
          decision  and reduce the same to writing and deliver one copy  thereof
          to  each  of the  parties.  The  majority  of  the  Chairman  and  the
          arbitrators may determine any matters of procedure for the arbitration
          not specified herein. It shall be a condition of the nomination of the
          members of the  Arbitration  Tribunal  that they render their  written
          decision  within ninety (90) days of the  conclusion of all verbal and
          written submissions.


                                       13
<PAGE>


     (ii) If the parties  receiving notice of the nomination of an arbitrator by
          the party desiring  arbitration  fail within the said thirty (30) days
          to nominate an arbitrator, the arbitrator nominated by the Shareholder
          desiring  arbitration  may proceed  alone to determine  the dispute in
          such  manner and at such time as he shall  think fit and his  decision
          shall, subject to the provisions hereof, be binding upon the parties.

     (iii)Notwithstanding  the foregoing,  any arbitration may be carried out by
          a single arbitrator if the parties so agree.

     (iv) The cost of the  arbitration  shall be  borne by the  parties  to such
          arbitration in the proportions determined by the arbitrator.

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

Inyx Canada Limited                            Inyx Inc.

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

JK Services, by its partners:

Miza Corporation                               Janfour Holdings Ltd.



Per:     /S/ Jack Kachkar                      Per:     /S/ Jack Kachkar
         ------------------------                       ------------------------
         Name:    Jack Kachkar                          Name:  Jack Kackhar
         Title:   President                             Title:  President



/S/ illegible                                            /S/ Jack Kachkar
------------------------                                ------------------------
Witness to Jack Kachkar                                 Jack Kachkar
Name:  Illegible


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