Unassociated Document




RELEASE
AGREEMENT







March 31,
2005







Westernbank
Puerto Rico

268 Munoz
Rivera Avenue

Westernbank
World Plaza Suite 600

Hato Rey,
Puerto Rico 00919







Gentlemen:




This
letter agreement refers to the proposed financing arrangements between
Westernbank Puerto Rico (the “Bank”) and Inyx, Inc.(“Inyx”), Inyx Pharma,
Ltd.(“Inyx Pharma”) and Inyx USA, Ltd. (“Borrowers”), pursuant to which the Bank
may make loans and advances and may provide other financial accommodations to
the Borrowers.




Laurus
Master Fund, Ltd. (the “Creditor”) has made loans or granted other financial
accommodations to the Inyx and Inyx Pharma and certain of their affiliates as
described on, and in the unpaid amounts shown on, Schedule 1 hereto (the
“Debt”). The Debt is (a) represented or evidenced by those instruments described
on Schedule 1 hereto and by no others( the “Instruments”) and (b) secured by
liens and security interests (collectively the “Liens”) in certain assets of
Inyx, Inyx Pharma and their affiliates, described on Schedule 1 hereto and by no
others. Creditor represents and warrants to the Bank that the information
contained in Schedule 1 hereto to be true, correct and complete.




For good
and valuable consideration paid to Creditor, the receipt and sufficiency of
which are hereby acknowledged, Creditor hereby agrees as follows:

 

1.
Release. (a)
Except for the Borrowers’ obligations with respect to any (i) applicable
registration rights granted to the Creditor and (ii) warrants issued to the
Creditor (collectively, the “Continuing Rights”), all financing, guaranty, lien
and security arrangements relating to the Debt between Inyx, Inyx Pharma and any
of their affiliates and Creditor are hereby terminated, cancelled and of no
further force and effect and none of such persons shall have no further
obligations, duties, liabilities, or responsibilities to the Creditor, in
respect of the Debt or otherwise.

 

 

(b) Inyx
and Inyx Pharma hereby release, discharge and acquit Creditor, its officers,
directors, agents and employees and its and their respective successors and
assigns, from all obligations and any and all claims, demands, debts, accounts,
contracts, liabilities, actions and causes of action, whether in law or in
equity, that Borrower at any time had or has, or hereafter can or may have
against Creditor, its officers, directors, agents or employees and its and their
respective successors and assigns relating to the Debt and/or the
Instruments.










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(c)
Except for the Continuing Rights, Creditor hereby releases, discharges and
acquits Inyx, Inyx Pharma their affiliates, their respective officers,
directors, agents and employees and their respective successors and assigns from
all obligations and any and all claims, demands, debts(including the Debt),
accounts, contracts, liabilities, actions and causes of action whether in law or
in equity that Creditor at any time had or has, or hereafter can or may have
against any of such persons and its and their respective successors and
assigns.

 

2.
Transfers. Creditor
hereby transfers, assigns and delivers, effective as of the date hereof, to the
Bank all right, title and interest of Creditor in and to (a) the Instruments,
duly endorsed for cancellation, without recourse and (b) all security given by
Inyx, Inyx Pharma and any other person, for the Debt, without recourse, free and
clear of all liens, claims, charges and encumbrances in favor of
Creditor.

 

3.
Further
Assurances. At the
request of the Bank, at Borrowers’ expense, Creditor agrees to execute and
deliver termination statements, cancellation documents, bills of transfer,
assignments and such other and further documents and instruments reasonably
acceptable to the Bank, as may be reasonably requested by the Bank in order to
effect or evidence more fully the matters covered hereby, to assign, transfer
and deliver to the Bank the Instruments and to release and terminate all liens
and security interests of Creditor on or with respect to any assets and
properties of Inyx, Inyx Pharma and any of their affiliates. Concurrently
herewith, Creditor will deliver to the Bank (a) UCC termination or assignment
statements, (b) certified copies of lien documents and instruments relating to
the liens of Creditor on the assets and properties of Inyx, Inyx Pharma and any
other person as security for the Debt, (c) instruments sufficient to effect the
cancellation and termination of all such liens and (d) the
Instruments.

 

4.
Retained
Obligations. Creditor
represents and warrants to the Bank that none of the
Debt has been guaranteed, secured or collateralized by any assets other than
those of Inyx
and Inyx Pharma, Ltd. as shown on Schedule 1 hereto and Creditor has not
retained any such security.

 

5.
Effectiveness. This
agreement and Creditor’s releases and terminations contained herein, shall be
subject
to the receipt by Creditor of the amount of the Debt plus accrued interest at
the rate of $2,680.79 per day for each day after (but not including) March 31,
2005, by wire transfer from the Bank of federal funds, to the account of
Creditor, specified in Schedule 2 hereto. 










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      Very
      truly yours,
Laurus
      Master Fund, Ltd.

	 
 	 
 	 
 
		By:  	/s/ Eugene Grin
	 	
      

      Eugene Grin
	 	Director





The
foregoing is agreed to as of the date thereof and Borrowers hereby irrevocably
instruct the Bank to pay, at Borrowers’ cost and expense, to the Creditor on the
date hereof, by wire transfer of federal funds the amount of the Debt plus
accrued interest at the rate of $2,680.79 per day for each day after (but not
including) March 31, 2005.






	 	 	 
	 	Inyx, Inc.
	 
 	 
 	 
 
		By:  	/s/ Jack Kachkar
	 	
      

      Jack Kachkar
	 	Director







	 	 	 
	 	Inyx USA, Ltd.
	 
 	 
 	 
 
		By:  	/s/ Jack Kachkar
	 	
      

      Jack Kachkar
	 	Director









	 	 	 
	 	Inyx Pharma,
    Ltd.
	 
 	 
 	 
 
		By:  	
	 	
      

      Jack Kachkar
	 	Authorized
  Representative




 



	 	 	 
	 	Westernbank Puerto Rico
	 
 	 
 	 
 
		By:  	/s/ Miguel
  A.Vazquez
	 	
      

      Miguel A.Vazquez
	 	
      President

      Business
      Credit Division






CODE:
RELEASE AGREEMENT - Laurus-4-3-29

 







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RELEASE
AGREEMENT




Schedule
1







Total
Debt to be paid to Laurus in cash on March 31, 2005:    $12,364,174.53







Debt
represented and evidenced by:





The
Secured
Revolving note dated December 30, 2003 made by INYX, INC., a Nevada corporation
(the “Borrower”) in favor of Laurus Master Fund, Ltd., a Cayman Islands company
(“Laurus”) in the original principal amount of Two Million Five Hundred Thousand
Dollars ($2,500,000) (as amended, modified or supplemented from time to
time). 




The
Minimum Borrowing Note in the original principal amount of One Million Dollars
($1,000,000), dated as of December 30, 2003 (as amended, modified and/or
supplemented from time to time) in favor of Laurus.




The
Convertible Term Note in the original principal amount of Four Million Five
Hundred Thousand Dollars ($4,500,000), dated as of October 29, 2003 (as amended
and restated, further amended, modified and/or supplemented from time to
time).




Debt
secured by a first priority perfect security interest in all the assets of INYX,
INC. and INYX Pharma, Ltd. and a stock pledge of all the capital stock of INYX
Pharma, Ltd.








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Schedule
2




WIRING
INSTRUCTIONS FOR LAURUS MASTER FUND AT NORTH FORK BANK










	
      BANK:
      
	
      NORTH
      FORK BANK

	 	 
	 	
      NEW
      YORK, NY

	 	 
	
      ABA
      #: 
	
      021407912

	 	 
	
      ACCOUNT
      NAME: 
	
      LAURUS
      MASTER FUND

	 	 
	
      ACCOUNT
      NUMBER: 
	
      2704050281

	 	 
	
      REFERENCE: 
	
      IYXI




 









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