EMPLOYMENT AGREEMENT WITH

                                  JOHN HAMERSKI



      This Employment Agreement  ("Agreement") is entered into as of the 1st day
of April,  2005 (the  "Effective  Date"),  by and  between  JOHN  HAMERSKI  (the
"EXECUTIVE") and 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 corporate
position of Vice President and Chief Financial Officer,  whose  responsibilities
includes  supervising the entire financial  reporting and controls functions and
corporate governance  compliance for the Company and its subsidiary  operations,
as well as  supervising  the over all  operations  of Inyx  USA,  Ltd.,  and the
Company may assign other reasonable  corporate 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 the Company ("CEO"),  and Jay M. Green,
Executive  Vice  President,  or  their  designee  or  successor.  The  Executive
acknowledges  that this appointment  involves the affairs of the Company and its
affiliates in Puerto Rico, Toronto and in the United Kingdom.  Accordingly,  the
duties of the  employment  will require the Executive to spend a majority of his
time at the Company's new operations in Puerto Rico and the Company's operations
in the United Kingdom. In addition,  the Executive will be required to travel to
and conduct duties across the United States and in other  countries on behalf of
the Company and its affiliates.

      1.2. TIME DEVOTED TO POSITION. The Executive,  during the Employment Term,
shall devote his full  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.

<PAGE>


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 $200,000 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 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 BONUS.  Subject to Section 3.3 hereof,  the  Executive  shall be
entitled to an annual cash bonus of up to fifty percent (50%) of the Executive's
annual  based  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, 2005 on the  following  basis:  100,000  options to be
vested on March 31, 2006,;  100,000  options to be vested on March 31, 2007; and
100,000 options to be vested on March 31, 2008; 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.

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.  Employer shall also
      reimburse  Executive  for  reasonable  home-office  expenses  incurred  by
      Executive during  performance of his duties and  responsibilities  for the
      Company, providing such expenses are approved by the CEO of the Company.

                                      -2-
<PAGE>

            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.

            2.4.3.VACATION. The Executive shall be entitled to one (1) week paid
      vacation  that can be taken  between  July 1, 2005 and  December 31, 2005.
      Starting in calendar  year 2006,  Executive  shall be entitled to four (4)
      weeks paid vacation per calendar  year.  Unused  vacation days in any year
      will have to be taken by March 31st of the following year or will continue
      to accrue for the benefit of the Executive and payable on  termination  of
      employment.

3.    EMPLOYMENT TERM; TERMINATION

      3.1. EMPLOYMENT TERM. The Executive's  employment hereunder shall commence
on April 1, 2005 and, except as otherwise provided in Section 3.2 hereof,  shall
continue until March 31, 2006 (the "Initial Term").  Thereafter,  this Agreement
shall automatically be renewed for successive one-year periods commencing on the
1st day of April of 2006 and of each subsequent year, unless either (i) Employer
and Executive agree to a new Employment Agreement, or (ii) 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  (in
accordance  with  Sections  3.3.2 and 3.3.3  hereof).  Upon  non-renewal  of the
Employment Term pursuant to this Section 3.1 or termination pursuant to Sections
3.2.1  through  3.2.5 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  effective  the  Notice  of
      Termination  is  given,  unless  an  extended  period  is agreed to by the
      parties.

            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  ninety  (90)  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-
<PAGE>

            3.2.4. CAUSE. Employer may, at its option,  terminate the Employment
      Term for "Cause"  based on objective  factors  determined in good faith by
      the  Board  of  Directors  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 in accordance with this Agreement and with law and good business
      practice,  other  than  a  failure  resulting  from a  Disability;  or (v)
      Executive  is  found  to have  been  involved  in  regulatory  violations,
      criminal   misconduct,   dishonesty  or  other  willful  misconduct  while
      previously employed by other employers.

            3.2.5.  EMPLOYER  RIGHT TO TERMINATE.  Employer may  terminate  this
      agreement at the end of its Initial Term, provided that Employer shall pay
      Executive in accordance with payment described in Section 3.3.2 hereof. In
      addition, Employer may terminate Executive for any reason, with or without
      cause,  prior to end of the Initial Term, by paying  Executive the payment
      described in Section 3.3.2 hereof.  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.

      3.3.  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
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.

                                      -4-
<PAGE>

            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.  Any payment  made in  accordance  with this Section
      3.3.1 shall be made at a convenient  date no later than fourteen (14) days
      after the termination date.

            3.3.2.  WITHOUT  CAUSE  BY  EMPLOYER;   ELECTION  NOT  TO  RENEW  BY
      EXECUTIVE. In the event that the Employment Term is terminated by Employer
      or Employer  elects not to renew this Agreement  pursuant to Section 3.2.5
      hereof,  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 effective Date of Termination  PLUS, an amount equal to
      three (3)  months  Base  Salary in  effect  at such  applicable  time (the
      "Severance  Amount")  increased  by 1 month  for each  additional  year of
      service up to a maximum of six (6) months.. Additionally, any Bonuses that
      are due to the Executive  shall be paid by Employer to  Executive.  In the
      event that the  Employment  Term is terminated  by Employer  without cause
      prior to the termination date of this Agreement  pursuant to Section 3.2.5
      hereof,  it  shall  pay  to the  Executive,  subject  to  the  Executive's
      continued  compliance with the terms of Section 4 hereof, , any unpaid but
      earned Base Salary  through the  effective  Date of  Termination  PLUS, an
      amount equal to six (6) months of Base Salary in effect at such applicable
      time (the  "Severance  Amount"),  increased by 1 month for each additional
      year of service up to a maximum of twelve (12) months.  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  3.4.3  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 3.3.2 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.

            3.3.3.  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  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  provides
      Employer  with ninety  (90) days  advance  notification  in writing of the
      intent to terminate or not to renew this Agreement.

            3.3.4.DEATH OR DISABILITY.  In the event that the Employment Term is
      terminated by reason of Executive's  Disability  pursuant to Section 3.2.3
      or death pursuant to Section 3.2.1 hereof, Employer shall pay to Executive
      or his estate,  in a single  lump sum,  an amount  equal to any unpaid but
      earned Bonuses and Base Salary through the effective Date of Termination.

                                      -5-
<PAGE>

            3.3.5.  POST-EMPLOYMENT  TERM BENEFITS.  In the event of termination
      for any reason, Employer shall reimburse Executive for any unpaid expenses
      pursuant  to Section  2.5.1  hereof.  If  Executive  is  terminated  after
      December 31, 2005,  pursuant to Sections  3.2.3 or 3.2.5 hereof,  Employer
      shall pay, on behalf of Executive,  for a period equal to three (3) months
      from the effective Date of Termination (the "Benefits Period"), subject to
      Executive's  continued  compliance with the terms of Section 4 hereof, all
      medical,  dental,  health and accident,  and disability plans and programs
      other than stock options in which  Executive  was entitled to  participate
      immediately  prior to the  effective  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.  If Executive is  terminated  for CAUSE
      pursuant to Section  3.2.4  hereof,  Employer  shall pay for no additional
      benefits after effective date of termination.

            3.3.6.STOCK  OPTIONS.  Executive  shall be  entitled  to receive the
      Employer stock options set forth in Section 2.4 hereof and detailed in the
      attached Stock Option Agreement.

3.4.  DEFINITIONS.

            3.4.1."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 or 3.2.2 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.

            3.4.2."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.

            3.4.3.  "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).

                                      -6-
<PAGE>

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 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.

      4.4.  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.

                                      -7-
<PAGE>

      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:

             (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.

                                      -8-
<PAGE>

      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.

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.
825 Third Avenue, 40th Floor
New York, NY 10022
Attention:  Chairman and Chief Executive Officer
Facsimile No.: 212-838-0060


If to Executive, to:

John Hamerski
3101 South Ocean Blvd.
Highland Beach, FL 33487
Facsimile No.: 561-266-5997

                                      -9-
<PAGE>

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.

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

      5.7.  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.

      5.8.  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.

      5.9.  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.

                                      -10-
<PAGE>

      5.10.  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.

      5.11.  ARBITRATION.  Any  dispute  or  controversy  arising  under  or  in
connection  with this  Agreement  shall be settled  exclusively  in  arbitration
conducted  in New York,  New York 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.

      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




JOHN HAMERSKI



/s/ John Hamerski
-----------------------------