EXHIBIT 10.13.1.



THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE
SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
1933 ACT AND SUCH  REGISTRATION OR  QUALIFICATION  AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY  JURISDICTION,  OR AN OPINION OF COUNSEL  SATISFACTORY TO
THE MAKER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.


                              INyX PHARMA, LIMITED.

                6% CONVERTIBLE PROMISSORY NOTE DUE March 6, 2007

GBP2,500,000                                                       March 6, 2003


         INyX PHARMA,  LTD., a company  organized  under the laws of England and
Wales (the  "Maker"),  for value  received,  hereby  promises  to pay to STIEFEL
LABORATORIES,  INC., a New York  corporation  (the  "Holder"),  or its permitted
assigns,  in  accordance  with the  terms  and  conditions  of this  Convertible
Promissory Note (the "Note") the aggregate  principal amount of TWO MILLION FIVE
HUNDRED  THOUSAND POUNDS STERLING  (GBP2,500,000.00)  (the "Principal  Amount"),
plus interest  (computed on the basis of a 360 day year) on the Principal Amount
from time to time  remaining  unpaid  hereon at the rate of SIX PERCENT (6%) per
annum from the date  hereof  until the entire  Principal  Amount  hereof and all
interest accrued thereon is paid (or converted as provided in Section 2 hereof).
The  Principal  Amount  hereof and  interest  hereon  shall be payable in Pounds
Sterling  to the  following  account  of the Holder in Miami,  Florida:  Bank of
America NA,  London,  Swift  BOFAGB22,  Sort code 16-50-50,  Acct name:  Bank of
America  N.A.  U.S.  FX  Operations,  Acct  number:  600890661010,  FFC  Stiefel
Laboratories,  or at such other location as the Holder may notify the Maker from
time to time.

         1.  Principal  and  Interest.  The  Principal  Amount  shall be due and
payable on March 6, 2007 (the "Maturity Date"). Interest shall be paid annually,
beginning  March 6, 2004, and continuing on the same day of each year thereafter
until the outstanding Principal Amount of this Note has been paid in full to the
Holder.  All  principal,  interest,  fees and  expenses  not  otherwise  paid in
accordance  with the terms of this Note  shall  become  due and  payable  on the
Maturity Date.

         2. Conversion.

                  (a) General.  This Note may be converted,  in whole but not in
part, by the Holder into Equity  Securities (as such term is defined below) (the
"Conversion  Shares")  in  accordance  with  the  terms of this  Section  2. For
purposes of this Note,  the amount of Equity  Securities  which this Note may be

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converted  into shall be equal to twenty  percent (20%) (as may be adjusted from
time to time pursuant to Section 2(c) to reflect any reductions in the Principal
Amount,  the  "Conversion  Multiple")  of the  Diluted  Shares in the Maker (the
"Conversion  Amount").  For purposes of this Note, "Diluted Shares" means on the
Conversion  Date (as such term is  defined  below),  the then  total  issued and
outstanding  Equity  Securities plus such number of Equity  Securities  equal to
that number which would be issued and outstanding  following the exercise of all
Conversion  Rights if such  Conversion  Rights  had been  exercised  immediately
before that date.  For the purposes of this Note, the term  "Conversion  Rights"
means all  outstanding  rights  from time to time  requiring  the Maker to issue
Equity  Securities  or  convert  securities,   including,   without  limitation,
exercisable options, warrants,  purchase rights and convertible securities, into
Equity  Securities  (including with respect to this Note).  For purposes of this
Note,  the term "Equity  Securities"  means all shares of all classes of capital
stock of the Maker,  including,  without  limitation,  (i) the Maker's  ordinary
shares, with a par value of GBP 0.001 per share, and (ii) any preferred stock of
the Maker, that are issued and outstanding from time to time.

                  (b) Optional  Conversion.  The Holder shall have the right, at
any time after the date of issuance of this Note,  at such Holder's  option,  to
convert the then  outstanding  Principal Amount and interest accrued on the Note
into the corresponding Conversion Shares in the Maker. In the event that, at the
time of the  conversion of this Note by the Holder,  the Maker has more than one
class of Equity Securities,  the Holder shall have the option of selecting which
classes of Equity Securities of the Maker into which this Note may be converted.

                  (c) Calculation of Conversion Multiple/Conversion Amount.

                           (i) Conversion Multiple.  The Conversion Multiple may
be adjusted in order to reflect any  reductions  in the  Principal  Amount.  The
Conversion   Multiple  shall  be  calculated  as  follows  and  expressed  as  a
percentage:  the  balance of the  Principal  Amount,  plus any  unpaid  interest
accrued  thereon,  which is outstanding at the time the Holder elects to convert
this Note,  shall be divided by the Principal  Amount,  which  quotient shall be
multiplied by twenty  percent  (20%).  The  resulting  product shall be the then
applicable Conversion Multiple.  The Conversion Multiple shall be rounded to the
nearest one-hundredth of a decimal point.

                           (ii)  Adjusted   Conversion  Amount.  The  Conversion
Amount  shall be equal to the product of the Diluted  Shares and the  applicable
Conversion Multiple.

                           (iii) Par  Value.  For the  avoidance  of  doubt,  no
Conversion  Shares shall be issued at a discount of its par value.  If the Maker
would  otherwise  be obliged to issue  shares  pursuant  to this  Section 2 at a
subscription  price per  share  less  than the par  value of those  shares,  the
Conversion Amount shall be reduced so that the aggregate par value of all of the
shares comprised in the Conversion  Amount equals the principal and interest due
under the Note on the Conversion Date.

                  (d) Mechanics of Conversion. Before the Holder converts any of
the Principal Amount hereof or accrued  interest hereon into Conversion  Shares,
the Holder shall give written notice to the Maker of its election to convert the
Note (including any unpaid interest) into the Conversion Amount (the "Conversion
Notice").  The Conversion Notice shall state (i) the then outstanding  Principal


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Amount,  with the interest accrued  thereon,  and (ii) the name of the Holder or
the name(s) of the nominee(s) of the Holder,  and their respective  addresses to
whom the Conversion Shares shall be issued. The date when such written notice is
received  by the Maker  shall be the  "Conversion  Date."  Upon  receipt  of the
Conversion  Notice,  the Maker shall have ten (10)  Business Days to provide the
Holder  with a complete  and  detailed  report of its  existing  capitalization,
including, without limitation, a list of the Diluted Shares (the "Capitalization
Report").  Upon  receipt of the  Capitalization  Report,  the Holder  shall have
fifteen (15) Business Days to provide the Maker with a detailed  calculation  of
the Conversion Amount, identifying the class of Equity Securities into which the
Holder has elected to convert the Note (the "Conversion  Amount  Notification").
As promptly as practicable after the Conversion Amount  Notification,  the Maker
shall cause to be issued and delivered to the Holder,  or on its written  order,
such  certificate or  certificates  for the Conversion  Shares issuable upon the
conversion of the Note in accordance  with the  provisions of this Section 2. On
the  Conversion  Date and upon the  entry of the  Holder's  name in the  Maker's
register of members,  the rights of the Holder as holder of the Note shall cease
and the Maker shall have no further  obligations  under this Note, except to the
extent  required to give effect to this Section 2.  Following any  conversion as
provided  herein,  the Note shall be cancelled and  surrendered by the Holder to
the Maker.  For  purposes of this Note,  the term  "Business  Day" means any day
other than (i) a Saturday or Sunday or (ii) a day of the year on which banks are
authorized  or required by law or other  governmental  action to close in either
Miami, Florida or London, England.

                  (e) Capital Reorganization or Reclassification. As of the date
hereof, the total issued and outstanding capital stock of the Maker is 1,000,000
ordinary  shares,  with a par value of GBP 0.001 per share,  and the  additional
unissued  authorized share capital is 250,000 ordinary shares,  with a par value
of GBP 0.001 per share. If the Equity Securities issuable upon the conversion of
the Note shall be  changed  into the same or  different  number of shares of any
class  or  classes  of  capital  stock,   whether  by  capital   reorganization,
recapitalization,   reclassification   or   otherwise   (other  than  a  merger,
consolidation or sale of all or  substantially  all of the Maker's capital stock
or assets to any other entity or person), then and in each such event the Holder
shall have the right  thereafter to convert the Note into the kind and amount of
shares of capital stock and other  securities and property  receivable upon such
reorganization,  recapitalization,  reclassification  or  other  change  by  the
holders of the number of shares of Equity  Securities  into which the Note might
have been converted  immediately prior to such reorganization,  reclassification
or change, all subject to further adjustment as provided herein.

                  (f) Merger, Consolidation or Sale of Assets. If at any time or
from time to time there shall be a merger or  consolidation of the Maker with or
into another  corporation or entity,  or the sale of all or substantially all of
the Maker's  capital  stock or assets to any other entity or person,  then, as a
part of such reorganization, merger or consolidation or sale, provision shall be
made so that the Holder shall  thereafter be entitled to receive upon conversion
of the Note the number of shares of stock or other securities or property of the
Maker, or of the successor  corporation or entity  resulting from such merger or
consolidation,  to which the Holder  would have been  entitled if the Holder had
converted the Note  immediately  prior to such capital  reorganization,  merger,


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<PAGE>

consolidation or sale. In any such case, appropriate adjustment shall be made in
the  application  of the  provisions  of  this  Section  2 to the end  that  the
provisions of this Section 2 shall be  applicable  after that event in as nearly
equivalent a manner as may be practicable.

                  (g) Reservation. The Maker shall at all times reserve and keep
available  out of its  authorized  but unissued  share  capital,  such number of
Equity  Securities  as shall  from  time to time be  sufficient  to  effect  the
conversion of this Note. The Company shall not take any steps in relation to its
share capital so as to adversely affect the maintenance of sufficient authorized
but unissued  capital to implement the issuance of the  Conversion  Shares.  The
Company  further  agrees that it shall not take any action that prevents it from
being able to perform its obligations under this Note.

                  (h)  Payment  of  Taxes.  The  Maker  will  pay  any  and  all
documentary  stamp or similar issue or transfer  taxes payable in respect of the
issue or delivery of Equity Securities on conversion of this Note.

                  (i)  Financial  Reporting.  During  the life of the Note,  the
Maker shall provide to the Holder copies of any financial reports otherwise made
available to the Maker's  shareholders,  and any  financial  reports  reasonably
requested by the Holder.

                  (j) Option  Agreement.  Prior to the execution and delivery of
the Note, Maker shall have executed and delivered that certain Option Agreement,
dated the date  hereof,  by and between  the Maker and the Holder  (the  "Option
Agreement"), which provides for certain anti-dilution protections for the Holder
upon the conversion of the Note into Equity Securities.

         3. Events of Default. The Maker agrees that the occurrence of any one
or more of the following events shall constitute an "Event of Default" under
this Note: (i) the failure or refusal of the Maker to pay any sum as required
under this Note within three (3) Business Days after such sum is due; (ii) the
failure of Maker to observe or perform (A) any covenant, agreement or obligation
contained in this Note or (B) in any material respect, any representation or
warranty contained in this Note; (iii) the breach by the Maker, in any material
respect, of any covenant, agreement, warranty, representation, or obligation of
the Maker under that certain Manufacturing and Supply Agreement, by and between
the Maker and the Holder, dated March 6, 2003 (the "Supply Agreement") not cured
within 60 days after written notice of the breach (as provided in Section 10.2
thereof); (iv) the termination of the Supply Agreement, other than a termination
caused by the breach or insolvency of the Holder, or a termination of the Supply
Agreement by the Holder without cause; (v) the Maker makes an assignment for the
benefit of creditors, files a petition in bankruptcy, applies to or petitions
any tribunal for the appointment of a custodian, receiver, intervenor or trustee
for the Maker or a substantial part of the Maker's assets; or if the Maker
commences any proceeding under any bankruptcy, arrangement, readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether now
or hereafter in effect; or if any such petition or application is filed or
proceeding commenced against the Maker or if any such custodian, receiver,
intervenor or trustee shall have been appointed and the same shall have not been
dismissed within thirty (30) days after such filing commencement or appointment;
and (vi) the Note, or any provision thereof, shall at any time after its
execution and delivery and for any reason whatsoever, ceases to be in full force
and effect, valid and enforceable in England or in the State of New York,
U.S.A., or the Maker shall at any time fail to agree that the Note and all
provisions hereof are in full force and effect, valid and enforceable both in
England and the State of New York, U.S.A..


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<PAGE>

         In the event of an Event of Default, the Holder of the Note may, so
long as such condition exists, declare the entire outstanding principal balance
and unpaid accrued interest hereon immediately due and payable.


         4.  Default Rate of  Interest.  At the Holder's  sole option the entire
unpaid  principal  balance  of the Note  shall  bear  interest  until paid at an
augmented  annual rate (the "Default  Rate") from and after the  occurrence  and
during the  continuation  of any Event of  Default,  regardless  of whether  the
Holder also elects to  accelerate  the  maturity of the debt  evidenced  by this
Note; provided,  however,  that after judgment all such sums shall bear interest
at the greater of the Default Rate or the rate  prescribed by applicable law for
judgments.  At the Holder's  sole  option,  all  interest  which  accrues at the
Default Rate shall be due and payable on the Holder's  demand from time to time.
The Default Rate shall equal the lesser of (i) eighteen  percent (18%) per annum
or (ii) the maximum interest rate permitted by applicable law, if any.

         5. Rights and Remedies.  The Holder shall be entitled to pursue any and
all rights and  remedies  provided by  applicable  law  (including  the New York
Uniform Commercial Code) and under the terms of this Note, all of which shall be
cumulative  and  may  be  exercised  successively  or  concurrently.   Upon  the
occurrence and during the  continuation  of any Event of Default,  the Holder at
its option may at any time declare any or all other  liabilities of the Maker to
the Holder immediately due and payable  (notwithstanding any contrary provisions
thereof)  without  demand or notice of any kind.  In addition,  the Holder shall
have the right to  set-off  any and all sums owed to the Maker by the  Holder in
any capacity  (whether or not then due) against the debt  evidenced by this Note
and/or against any other  liabilities  of the Maker to the Holder.  The Holder's
delay in  exercising  or failure to exercise any rights or remedies to which the
Holder may be entitled if any Event of Default  occurs  shall not  constitute  a
waiver of any of the  Holder's  rights or remedies  with  respect to that or any
subsequent  Event of  Default,  whether of the same or a different  nature,  nor
shall  any  single or  partial  exercise  of any  right or remedy by the  Holder
preclude any other or further exercise of that or any other right or remedy.  No
waiver of any right or remedy by the Holder  shall be  effective  unless made in
writing and signed by the Holder,  nor shall any waiver on one occasion apply to
any future  occasion,  but shall be effective  only with respect to the specific
occasion addressed in that signed writing.

         6. Use of Proceeds. The Maker represents and warrants that the proceeds
of this Note shall be used by the Maker  exclusively for its working capital and
to satisfy the following  working  capital costs arising from the acquisition of
the assets and  business of Miza  Pharmaceuticals  (UK)  Limited  ("Miza"):  (i)
GBP1,300,000  for the  acquisition  of Miza's  inventory , (ii)  GBP500,000  for
insurance costs; and (iii) GBP900,000 for the acquisition of components.

         7. Right of First Refusal.

                  (a) If at any time the  Maker  has  obtained  a  proposal  for
additional debt financing ("Additional  Financing") from a third party including
any shareholder of the Maker (a "Third Party Lender"), the Maker shall deliver a
written offer (the "Offer") to the Holder offering the Holder the opportunity to
provide such Additional  Financing to the Maker on the same terms and conditions
offered by the Third Party Lender (the "Holder's Right of First  Refusal").  The


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<PAGE>

Offer shall  provide  either (i) a copy of the  proposal  submitted by the Third
Party Lender for the subject Additional Financing or (ii) a detailed description
of the Third Party Lender's  proposal  setting forth the terms and conditions of
the Additional Financing.  Notwithstanding the foregoing,  if the Maker seeks to
obtain  short term  financing  that (i) does not exceed a thirty  (30) day term,
(ii) is provided by any of the Maker's  shareholders,  (iii) is on an  unsecured
basis, (iv) does not include any conversion, equity or other similar rights, and
(v) is for an aggregate  principal amount not to exceed  GBP300,000 at any time,
then such financing  shall not be subject to the Holder's Right of First Refusal
hereunder.

                  (b) If the Holder desires to provide the Additional  Financing
described in the Offer,  it shall  communicate  in writing its election to do so
(the "Acceptance  Notice") to the Maker no later than thirty (30) days after the
date that the Offer was  received by the Holder.  Such  Acceptance  Notice shall
state that the Holder desires to provide the Additional  Financing  within sixty
(60) days of the date of the Maker's receipt of the Acceptance  Notice and shall
provide a date,  time and location for the closing of the Additional  Financing.
If the Holder  does not  communicate  to the Maker its  election  to provide the
Additional  Financing and provide the Acceptance Notice to the Maker within such
thirty (30) day period,  then the Maker may proceed with securing the Additional
Financing from the Third Party Lender on the same terms and conditions set forth
in the  Offer.  In the event  that the terms and  conditions  of the  Additional
Financing  vary in any  manner  from the terms and  conditions  set forth in the
Offer,  then the Holder's Right of First Refusal set forth in Section 7(a) shall
be  reinstated  and  shall  apply to such  varied  terms and  conditions  of the
Additional  Financing.  Additionally,  in the event that the Maker shall fail to
close the transactions  contemplated by the subject  Additional  Financing,  the
Holder's Rights of First Refusal shall be reinstated.  Regardless of whether the
Holder elects to provide a particular Additional Financing,  the Holder's Rights
of First Refusal shall apply to any and all future Additional Financings.

         8. Legend. The stock certificates representing the shares of Conversion
Shares issuable upon conversion of this Note shall bear the following legend:

            THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
            REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
            "ACT"),  OR THE SECURITIES  LAWS OF ANY STATE.  THE SHARES MAY
            NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
            THEY ARE REGISTERED  UNDER THE ACT AND APPLICABLE STATE LAW OR
            UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

         9. Notices. All notices, demands or other communications to be given or
delivered  under or by reason of the provisions  herein will be made pursuant to
and in accordance with Article 14 of the Supply Agreement.

         10.  Prepayment.  This Note may be prepaid by the Maker, in whole or in
part, without incurring any prepayment penalty.  Payments shall be applied first
to the unpaid  fees and  expenses  of the  Holder,  then to  accrued  and unpaid
interest, with the balance to the Principal Amount.


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<PAGE>

         11. No  Transfer.  This  Note may not be  offered,  sold,  transferred,
pledged or otherwise  disposed of, in whole or in part,  to any person or entity
other than to any affiliate of the Holder.

         12.  GOVERNING  LAW.  THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF.

         13.  Jurisdiction.  The Maker irrevocably and unconditionally  submits,
for itself and its property, to the exclusive  jurisdiction of any Florida court
or Federal court of the United States of America  sitting in Miami-Dade  County,
and any appellate  court from any thereof,  in any action or proceeding  arising
out of or  relating  to this Note,  or for  recognition  or  enforcement  of any
judgment,  and the Maker hereby irrevocably and unconditionally  agrees that all
claims in respect of any such action or proceeding  may be heard and  determined
in any such Florida State court or, to the fullest  extent  permitted by law, in
such Federal  court.  The Maker hereto agrees that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions by suit on the judgment or in any other manner provided by law.

         The Maker irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding  arising out of or
relating  to this  Note  in any  Florida  State  or  Federal  court  sitting  in
Miami-Dade County.  The Maker hereby  irrevocably  waives, to the fullest extent
permitted by law, the defense of an  inconvenient  forum to the  maintenance  of
such action or proceeding in any such court.


         14.  Waiver and Consent.  To the fullest  extent  permitted by law, the
Maker hereby: (a) waives demand, presentment,  protest, notice of dishonor, suit
against or joinder of any other person, and all other requirements  necessary to
charge or hold the Maker liable with  respect to the Note;  (b) waives any right
to  immunity  from any such  action or  proceeding  and waives any  immunity  or
exemption of any property, wherever located, from garnishment,  levy, execution,
seizure  or  attachment  prior to or in  execution  of  judgment,  or sale under
execution or other process for the collection of loans; and (c) waives any right
to interpose any set-off or  counterclaim or to plead any statute of limitations
as a  defense  in any such  action  or  proceeding,  and  waives  all  statutory
provisions and  requirements  for the benefit of the Maker,  now or hereafter in
force.

         15. Costs, Indemnities and Expenses. The Maker agrees to pay all filing
fees and similar  charges and all costs  incurred by the Holder in collecting or
securing or attempting to collect or secure the Note, including attorneys' fees,
whether  or  not  involving  litigation  and/or  appellate,   administrative  or
bankruptcy  proceedings.  The Maker agrees to pay any  documentary  stamp taxes,
intangible taxes or other taxes (except for federal or state income or franchise
taxes based on the Lender's net income) which may now or hereafter  apply to the
Note or any payment  made in respect of the Note or any  security  for the Note,
and the Maker agrees to indemnify and hold the Holder  harmless from and against
any liability, costs, attorneys' fees, penalties,  interest or expenses relating
to any such taxes, as and when the same may be incurred.


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<PAGE>

         16.  Maximum  Interest  Rate. In no event shall any agreed to or actual
exaction  charged,  reserved or taken as an advance or forbearance by the Holder
as consideration  for the Note exceed the limits (if any) imposed or provided by
the law  applicable  from time to time to the Note for the use or  detention  of
money or for forbearance in seeking its collection; the Holder hereby waives any
right to demand such excess.  In the event that the interest  provisions of this
Note or any exactions  provided for in this Note shall result at any time or for
any reason in an effective rate of interest that transcends the maximum interest
rate permitted by applicable  law (if any),  then without  further  agreement or
notice the  obligation to be fulfilled  shall be  automatically  reduced to such
limit  and  all  sums  received  by the  Holder  in  excess  of  those  lawfully
collectible  as  interest  shall be applied  against the  principal  of the Note
immediately upon the Holder's receipt thereof, with the same force and effect as
though the payor had specifically designated such extra sums to be so applied to
principal  and the  Holder  had  agreed to accept  such  extra  payment(s)  as a
premium-free  prepayment  or  prepayments.  During  any time that the Note bears
interest at the maximum lawful rate (whether by application of this Section, the
Default Rate  provisions of this Note or otherwise),  interest shall be computed
on the basis of the actual  number of days elapsed and the actual number of days
in the respective calendar year.

         17.  Waiver of Trial by Jury.  each of The Maker and the Holder  hereby
knowingly and  voluntarily  waives its right to trial by jury in any  litigation
based  hereon  or  arising  out  of  or  in  connection   with  any  transaction
contemplated hereby.



















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         IN WITNESS WHEREOF,  the Maker has caused this Note to be duly executed
as of the date set forth below.



DATED:   March 6, 2003

                                                     INyX PHARMA LIMITED.,


                                                     By:/S/ Steven Handley
                                                        Name:  Steven Handley
                                                        Title:  Director


























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