EXHIBIT 10.12.2.



         DATED 7th March, 2003




         INYX PHARMA LIMITED

         and

         VENTURE FINANCE PLC






         -----------------------------------

         PLANT AND MACHINERY LOAN AGREEMENT


         -----------------------------------




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                                    CONTENTS

1      CONSTRUCTION............................................................2

2      THE FACILITY............................................................4

3      TERM AND DRAWDOWN.......................................................5

4      CONDITIONS PRECEDENT....................................................5

5      INTEREST AND FEES.......................................................6

6      REPAYMENT...............................................................6

7      DEFAULT INTEREST........................................................6

8      PAYMENTS................................................................7

9      CHANGES IN CIRCUMSTANCES AND INCREASED COSTS............................7

10     REPRESENTATIONS AND WARRANTIES..........................................7

11     FINANCIAL INFORMATION...................................................8

12     GENERAL COVENANTS.......................................................9

13     EVENTS OF DEFAULT.......................................................9

14     ASSIGNMENT AND TRANSFER................................................10

15     NOTICES................................................................11

16     WAIVERS................................................................11

17     INDEMNITY FOR EXPENSES.................................................11

18     ILLEGALITY.............................................................12

19     SET-OFF................................................................12

20     DEMANDS AND NOTIFICATION BINDING.......................................12

21     GENERAL................................................................12

22     GOVERNING LAW..........................................................13

SCHEDULE 1....................................................................14

SCHEDULE 2 Security Documents.................................................15


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DATE OF LOAN AGREEMENT                                                      2003

PARTIES

(1)      INYX PHARMa LIMITED (Company Number  04573515) whose registered  office
         is at 9 Cheapside, London, EC2V 6AD (the "Borrower"); and

(2)      VENTURE FINANCE PLC (Company Number 2281768) whose registered office is
         at Sussex House, Perrymount Road, Haywards Heath, West Sussex, RH16 1DN
         ("VF")

WHEREAS

(A) VF and the Borrower  are parties to an  agreement  for the purchase of debts
which commenced on or around the date hereof ("the Agreement for the Purchase of
Debts"), and

(B) VF has agreed to make  available  to the Borrower a loan  facility  upon the
terms and subject to the conditions set out in this Agreement.

IT IS AGREED as follows:-

1        CONSTRUCTION

1.1      Definitions

In this Agreement,  unless the context otherwise  requires,  the following words
and expressions will have the meaning set out opposite them:-

"Agreement" means this agreement and the Schedules;

"Aggregate Limit" means the amount specified in (or, if appropriate,  calculated
in accordance  with)  paragraph 2 of Schedule 1, or such other greater or lesser
amount as VF may notify to the Borrower  from time to time, in each case in VF's
absolute discretion;

"Base  Rate"  means the Base Rate  from  time to time set by  Venture's  Bankers
subject to a minimum rate of 4%.

"Collateral  Reporting  and  Monitoring  Requirements"  means the  reporting and
monitoring  requirements of VF in relation to the Eligible  Collateral from time
to time including monitoring by way of physical access to premises and access to
such Eligible  Collateral  by VF or any of its employees  servants or agents and
shall for the time being be those detailed in the Schedule;

"Default  Rate" means the rate which is 4 per cent per annum above the  Interest
Rate;

"Eligible  Collateral"  means such of the  Borrower's  undertaking  property and
assets as VF may from time to time notify to the Borrower as forming part of the
Borrower's  Eligible  Collateral which shall until further notice be such of the
undertaking,  property  and  assets  of the  Borrower  as shall be  assessed  in
accordance with the Eligible Collateral Formula;

"Eligible  Collateral  Formula" means the formula  referred to in paragraph 6 of
Schedule  1 as the  same may be  varied  from  time to time  (in  VF's  absolute
discretion) by notice in writing to the Borrower;


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"Encumbrance"  means  any  mortgage,  charge,  assignment  for  the  purpose  of
security,  pledge,  lien,  right of set-off,  arrangement for retention of title
(other than in favour of the Borrower), or trust arrangement for the purpose of,
or which has the effect  of,  granting  security  or any other  interest  in the
nature of security of any kind whatsoever or any agreement, whether expressed to
be conditional or otherwise, to create any of the same;

"Event of Default" means any of the events specified in Clause 13;

"Facility"  means the loan  facility to be made  available by VF to the Borrower
pursuant to this Agreement and as more particularly specified in clause 2;

"Facility Fee"     means the fee referred to in clause 5.3;

"Interest Rate" means the rate specified in paragraph 4 of Schedule 1 charged on
the Loan Account  Balance  outstanding  from day to day, which interest shall be
debited to the Loan Account upon the last Working Day of each calendar month

"Loan" means the  principal  sum drawn under the  Facility  pursuant to Clause 3
from time to time or, as the context  requires,  the principal  amount of such a
sum from time to time outstanding under this Agreement;

"Loan Account" means a loan account or accounts in the name of the Borrower with
VF opened in connection with the Facility;

"Loan Account  Balance" means the debit balance of the Loan Account from time to
time;

"Maximum Loan Amount" means the maximum principal amount which may be drawn as a
Loan hereunder as detailed in paragraph 1 of Schedule 1;

"Security  Documents"  means the  documents  listed in  Schedule 2 and any other
documents for the time being securing (directly or indirectly) all or any of the
Borrower's  obligations under this Agreement and/or all or any other obligations
(present or future,  actual or  contingent) of the Borrower to VF and references
to any such documents  shall include the same as varied or amended in writing by
the parties thereto from time to time;

"Schedules" means Schedule 1 and Schedule 2 to this Agreement and "Schedule"
shall mean either or both of them as the context permits;

"Unencumbered"  means not subject to any mortgage,  charge,  assignment  for the
purpose of security, pledge, lien, right of set-off,  arrangements for retention
of title (other than in favour of the Borrower),  or trust  arrangement  for the
purpose of, or which has the effect of, granting  security or any other interest
in the nature of  security  of any kind  whatsoever  or any  agreement,  whether
expressed to be conditional or otherwise, to create any of the same;

"Venture's Bankers" HSBC Bank Plc or such other bank as Venture may from time to
time, at its sole discretion, appoint as its bankers.

"Working Day" means a day upon which VF and clearing  Banks in London  generally
are open for business of the nature required for the purposes of this Agreement.

1.2      Interpretation

         (a)      Any reference in this Agreement to:-


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         (i)      clause, sub-clause,  Schedule or Schedules shall (except where
                  the context otherwise requires) be construed as a reference to
                  the relevant  clause or sub-clause in or Schedule or Schedules
                  to (and forming a part of) this Agreement;

         (ii)     a person shall include a body corporate,  individual,  firm or
                  an unincorporated body of persons (as the case may be);

         (iii)    the singular shall include the plural and vice-versa;

         (iv)     any statutory provision shall be deemed to mean and to include
                  a reference to any modification, consolidation or re-enactment
                  thereof for the time being in force;

         (v)      "Borrower" and "VF" shall,  where the context admits,  include
                  their respective personal representatives, successors in title
                  or assignees (whether immediate or derivative).

         (vi)     Any  reference  herein  to any  document,  including  to  this
                  Agreement   includes  such   document  as  amended,   novated,
                  supplemented, substituted, extended, assigned or replaced from
                  time to time and includes any document  which is  supplemental
                  hereto or thereto.

         (vii)    The meaning of general  words  introduced  by the word "other"
                  and the word "otherwise"  shall not be limited by reference to
                  any  preceding  words or  enumeration  including a  particular
                  class of acts, matters or things.

         (b)      The headings in this  Agreement  are inserted for  convenience
                  only and shall not affect its construction or interpretation.

         (c)      Any right or power which may be exercised or any determination
                  which may be made  hereunder by VF may be exercised or made in
                  the absolute and unfettered  discretion of VF who shall not be
                  under any obligation to give reasons therefor.

         (d)      Unless the context otherwise requires,  expressions defined in
                  the  Agreement  for the  Purchase of Debts shall bear the same
                  meaning herein.

         (e)      None of the  terms of this  Agreement  is  enforceable  by any
                  person  other than the  parties  hereto  and their  respective
                  successors in title.

2        THE FACILITY

2.1      The  Facility  shall  consist of a loan drawn  pursuant to the terms of
         this Agreement of a maximum  principal amount not exceeding the Maximum
         Loan Amount.

2.2      Unless VF otherwise  agrees in writing with the Borrower,  the Facility
         will be used by the  Borrower to fund the  acquisition  of the Eligible
         Collateral  and/or its working  capital  requirements.  VF shall not be
         bound to  enquire as to, nor shall it be  responsible  for,  the use or
         application by the Borrower of all or any part of the Facility.


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3        TERM AND DRAWDOWN

3.1      Subject to clause 4, the Facility  must be drawn by the Borrower in two
         drawings  with  the  first  drawing  being  made  upon the date of this
         Agreement and the second  drawing being made on or before [ ] 2003. Any
         part of the Facility not so drawn shall be cancelled.

3.2      VF shall not be obliged to permit any drawing  hereunder (other than in
         its  absolute  discretion)  if  following  VF's own  assessment  of the
         Borrower's  Eligible  Collateral  (including  Eligible Collateral to be
         acquired  with the  proceeds of that  drawing) in  accordance  with the
         Eligible  Collateral  Formula the drawing  would cause the Loan Account
         Balance to exceed the sum  produced  by  applying  such  formula to the
         Borrower's Eligible Collateral.  If as a consequence of such assessment
         the  Loan  Account  Balance  is  found  to be in  excess  of the sum so
         produced,  the Borrower  shall  forthwith  upon VF's demand repay to VF
         such amount as shall be required to extinguish such excess.

3.3      VF shall not be  obliged to permit any  drawing  hereunder  or make any
         payment to the Borrower  pursuant to any other agreement between VF and
         the Borrower  including  the Agreement for the Purchase of Debts (other
         than in its absolute  discretion)  if following  VF's own assessment of
         the  Borrower's  Eligible  Collateral in  accordance  with the Eligible
         Collateral  Formula,  and after a notional or actual combination of all
         accounts  of  the  Borrower  with  VF  (including   all  actual  and/or
         contingent  liabilities  of the  Borrower to VF at the  relevant  time)
         ("the  Account  Balance")  the drawing or payment of such amount  would
         cause the  Account  Balance  to exceed  the  Aggregate  Limit.  If as a
         consequence of such assessment and/or  combination it is found that the
         Account  Balance is at that time in excess of the  Aggregate  Limit the
         Borrower  shall  forthwith  upon VF's demand repay to VF such amount as
         shall be required to extinguish such excess.

3.4      VF shall be  entitled  from time to time and at any time to combine all
         and any accounts maintained in the name of the Borrower in the books of
         VF, such combination  being deemed to have taken place on the happening
         of any Event of Default.  The Borrower will upon demand in writing from
         VF pay such  amount  as may be  required  to bring the  account  of the
         Borrower within the monetary limits stated in this Agreement.

4        CONDITIONS PRECEDENT

The Facility will only be available for drawing under Clause 3 if:-

         (a)      the  Agreement for the Purchase of Debts has commenced and all
                  conditions  precedent to the making of prepayments  thereunder
                  by VF have been satisfied; and


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         (b)      the Security Documents duly executed by the Borrower have been
                  received by VF together  with copy Board  Minutes  authorising
                  the entry into and execution of the same; and

         (c)      there is no Event of Default and no event has occurred  which,
                  with the lapse of time or  giving  of  notice  or both,  might
                  constitute an Event of Default; and

         (d)      the  representations  and  warranties set out in Clause 10 are
                  true and accurate in all material respects; and

         (e)      the  Borrower  has  notified  VF  in  writing  of  the  amount
                  requested  to be drawn by the Borrower and full details of the
                  account of the Borrower to which the funds are to be remitted.
                  The Borrower  acknowledges that any notice given in accordance
                  with this  clause  4(e) shall be  irrevocable  and,  unless VF
                  otherwise  agrees,  shall  oblige the  Borrower  to borrow the
                  amount specified.

5        INTEREST AND FEES

5.1      Interest  will be charged on the Loan  Account  Balance at the Interest
         Rate and  shall  accrue  from day to day and shall be  computed  on the
         basis of a 365 day year and the number of days elapsed.

5.2      The interest accrued on the Loan Account Balance from and including the
         date upon  which the  facility  is drawn  shall be  debited to the Loan
         Account   monthly.   The   Borrower   and  VF  hereby  agree  that  for
         administrative  convenience all interest payable in respect of the Loan
         Account balance and all other sums payable by the Borrower  pursuant to
         this  Agreement  may be  debited  by VF to the  Current  Account of the
         Borrower maintained by VF pursuant to the Agreement for the Purchase of
         Debts.  VF reserves the right to require actual payment of all interest
         by cheque drawn by the Borrower or such other form of  remittance as VF
         may from time to time specify.

5.3      The Borrower  shall pay to VF the Facility Fee in the amount and at the
         frequency stated in paragraph 3 of Schedule 1.

6        REPAYMENT

         The principal  amount of the Facility  drawn by the Borrower  shall (if
         not  repayable  at an  earlier  date  pursuant  to the  terms  of  this
         Agreement) be repaid in accordance  with the Repayment Terms set out in
         paragraph  7 of  Schedule  1.  Notwithstanding  any other  term of this
         Agreement  the  Borrower may at any time repay the whole or any part of
         the Loan  Account  Balance  from time to time.  No part of the Facility
         which is repaid may be reborrowed.

7        DEFAULT INTEREST

7.1      If the Borrower  shall fail to pay any amount due under this  Agreement
         on its due date,  the Borrower  shall be liable (if VF so requires) for
         interest on such amount from the date of such default until the date of
         actual payment (as well as after as before  judgement or demand) at the
         Default Rate.  The Borrower's  liability  under this Clause shall be in


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         substitution for the liability for interest on such defaulted amount at
         the Interest Rate. Such interest shall be payable on demand and, to the
         extent not actually paid,  shall be compounded  monthly in arrears (and
         debited to the Loan  Account or the  Current  Account as referred to in
         clause  5.2  above)  and shall be  payable  before as well as after any
         judgement.

7.2      VF and the Borrower  agree that the Default  Rate  represents a genuine
         pre-estimate of VF's additional administrative and funding costs in the
         event of the  Borrower's  failure to pay any sum due to VF and is not a
         penalty.

8        PAYMENTS

8.1      The Borrower  will make all payments due under this  Agreement  without
         set-off, counterclaim or deduction whatsoever and howsoever arising.

8.2      If the  Borrower  is  compelled  by law to make any such  deduction  or
         witholding,  the Borrower  shall  forthwith  pay to VF such  additional
         amount  as  shall be  required  to  ensure  that VF  shall  receive  in
         aggregate the amount it would have  received but for such  deduction or
         witholding.

9        CHANGES IN CIRCUMSTANCES AND INCREASED COSTS

9.1      If at any time it becomes  unlawful or impossible for VF to maintain or
         fund the whole or any part of the Loan  Account  Balance  VF may at any
         time by written  notice to the  Borrower  require the Borrower to repay
         the Loan Account  Balance  immediately,  together with any  outstanding
         interest  and all  other  sums  due to VF  under  this  Agreement,  the
         Agreement for the Purchase of Debts and the Security Documents.

9.2      The Borrower  shall pay to VF on demand such amount as VF may from time
         to time certify as being necessary to compensate it for any increase in
         the cost of funding the Loan  Account  Balance or for any  reduction in
         the rate of return under this Agreement,  incurred by VF as a result of
         compliance  with any official  directives,  requirements or requests of
         any  regulatory  authority  (whether or not having the force of law) or
         any law or regulation (including, without limitation, those relating to
         reserve assets, special deposits,  taxes, capital adequacy and/or asset
         ratios).

10       REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants that:-

10.1     it has the power to enter into and perform its  obligations  under this
         Agreement and the Security  Documents  and to borrow  hereunder and has
         taken all  necessary  action  (corporate or otherwise) to authorise the
         unconditional  entry into and performance of its obligations under this
         Agreement  and  the  Security  Documents  and  the  utilisation  of the
         Facility   upon  the  terms  and   conditions   contained   herein  and
         unconditionally to authorise the execution, delivery and performance of
         this  Agreement  and the Security  Documents in  accordance  with their
         respective terms;

10.2     all authorisations, approvals, consents, licences, exemptions, filings,
         registrations  and other  procedures  required in  connection  with the
         entry into, performance and validity of this Agreement, the utilisation
         of the Facility and the execution of the Security  Documents  have been
         obtained and are in full force and effect;


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10.3     this  Agreement and the Security  Documents  constitute  legal,  valid,
         binding and  enforceable  obligations  of the Borrower,  subject in the
         case of the Security Documents,  to due registration at the appropriate
         registries;

10.4     the entry  into and  performance  of this  Agreement  and the  Security
         Documents and the transactions  contemplated  hereby and thereby do not
         and will not conflict with (i) any law or regulation or any official or
         judicial  order,  or (ii) the  Memorandum or Articles of Association of
         the Borrower;  or (iii) any agreement or document to which the Borrower
         is a party or which is binding upon the Borrower or its assets;

10.5     the  financial  and  other  business   information  and   documentation
         furnished by the Borrower to VF pursuant to this Agreement;

         (a)      is and was (or shall be) when  delivered true and accurate and
                  does not contain any  misstatement  or omit any material  fact
                  and

         (b)      there has been no material  adverse  change in the  Borrower's
                  business,  assets, conditions and operation since the delivery
                  of such information to VF;

10.6     save as notified  in writing to VF prior to the date of this  Agreement
         all of the  Borrower's  assets are  Unencumbered  save for the security
         granted or to be granted pursuant to the Security Documents;

10.7     save as disclosed to VF in writing prior to the date of this Agreement,
         no  litigation,  arbitration  or  administrative  proceeding  or  claim
         Documents is current or pending or, to the best of the knowledge of the
         Borrower,  threatened  against it which might reasonably be expected to
         have by itself or together  with any other such  proceedings  or claims
         either:

         (a)      a material adverse effect on the business, assets or condition
                  of the Borrower; or

         (b)      a material  adverse  effect on the ability of the  Borrower to
                  observe or perform its obligations under this Agreement or the
                  Security.

         The  representations  and warranties set out in this Clause 10 shall be
         deemed  to be  repeated  on  each  day  that  any  amount  is or may be
         outstanding  hereunder  with  reference to the facts and  circumstances
         then subsisting as if made at each such time.

11       FINANCIAL INFORMATION

         VF reserves  the right  during the term of the  Facility to require the
         Borrower  to  provide  VF with  such  financial  information  about the
         Borrower as VF may from time to time reasonably require.


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12       GENERAL COVENANTS

During the time of the Facility the Borrower shall:-

12.1     not without VF's prior written consent:-

         (a)      create or  permit to  subsist  any  mortgage,  charge or other
                  Encumbrance  over any of its assets  (except  pursuant  to the
                  Security Documents); or

         (b)      make any loans or  otherwise  make  credit  (other than normal
                  trade credit) available to any person; or

         (c)      by one or a series of  transactions,  whether  related or not,
                  sell or otherwise  dispose of all or any material  part of its
                  property  or  assets  (except  in  the  normal  course  of its
                  business).

12.2     throughout the duration of this Agreement  comply at all times with all
         provisions contained within the Agreement for the Purchase of Debts and
         the Security  Documents,  and shall provide to VF all such  information
         and  physical  access to  premises  owned or under the  control  of the
         Borrower as VF may reasonably require and the Borrower hereby grants an
         irrevocable  licence to VF for VF (and any of its employees servants or
         agents)  to enter  upon any  premises  owned or under  the  control  or
         authority of the Borrower at any time during normal  business hours for
         the  purposes  of this  Agreement,  for  confirming  and  ensuring  the
         compliance by the Borrower with the terms hereof,  and for the purposes
         of VF's  assessment and monitoring  from time to time as it may require
         of the location  state nature and value of any Eligible  Collateral  at
         that time;

12.3     comply with all the Collateral Reporting and Monitoring Requirements of
         VF as  detailed  in  paragraph 5 of Schedule 1 or as VF may require and
         may notify to the Borrower from time to time;

12.4     pay all  sums  due to VF  hereunder  or  otherwise  on the due date for
         payment thereof;

12.5     promptly  notify VF if any Event of Default  arises under Clause 13 and
         of anything  which might with the passage of time give rise to an Event
         of Default.

13       EVENTS OF DEFAULT

13.1     In the event that:-

         (a)      the Borrower fails to pay on the due date any amount due under
                  this Agreement or any other agreement between the Borrower and
                  VF where  such  failure  to pay is caused  other than by third
                  party  administrative  or technical error and such non-payment
                  continues for three banking days; or

         (b)      the  Borrower  fails to  perform  any other of its  respective
                  obligations  under  this  Agreement  or  any  other  agreement
                  between VF and the Borrower; or

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         (c)      any  representation,  warranty or  statement  made under or in
                  connection  with this  Agreement  and/or the Agreement for the
                  Purchase of Debts and/or the  Security  Documents is or proves
                  to be untrue in any  material  respect on the date as of which
                  it was made or deemed to be made or repeated; or

         (d)      the Agreement  for the Purchase of Debts is terminated  (or is
                  subject to notice of termination served by the Borrower on VF)
                  or any event occurs  entitling VF to terminate  the  Agreement
                  for the  Purchase  of  Debts  (whether  or not  such  right is
                  exercised); or

         (e)      it becomes impossible or unlawful:-

                  (i)      for the  Borrower  to perform  any of its  respective
                           obligations   contained  in  this  Agreement  or  the
                           Security Documents or any of them; or

                  (ii)     for  VF to  exercise  any of its  rights  under  this
                           Agreement  and/or the  Agreement  for the Purchase of
                           Debts and/or the Security Documents; or

         (f)      this Agreement and/or the Security  Documents do not come into
                  or cease to be in full  force and effect or is/are not for any
                  reason valid and binding upon and  enforceable in all respects
                  against the Borrower or VF is of the  reasonable  opinion that
                  any security conferred thereby is or may be in jeopardy; or

         (g)      VF is of the  opinion  that there has been a material  adverse
                  change in the  Borrower's  trading or  financial  position  or
                  condition; or

         (h)      anything  is done or  permitted  or  omitted to be done by the
                  Borrower which VF believes may materially  impair the security
                  created by the Security  Documents and/or prejudice or detract
                  from  the  Borrower's   ability  to  perform  the  obligations
                  contained in this Agreement and the Security  Documents or any
                  of them; or

         (i)      VF is  not  furnished  with  all  information  required  to be
                  delivered to it at the time required

         then,  in any such  event VF may by notice  in  writing  terminate  the
         Facility and declare the Loan Account Balance and any other amounts due
         hereunder  immediately  due and payable,  whereupon  the Borrower  will
         immediately  comply  with such  demand  by  repaying  the Loan  Account
         Balance  together with all  outstanding  interest and any other amounts
         due under this Agreement.

14       ASSIGNMENT AND TRANSFER

14.1     The  Borrower  may not  transfer or assign any of its rights under this
         Agreement and/or the Security Documents.

14.2     VF may,  without notice and at any time,  transfer or assign all or any
         part  of  this  Agreement  and/or  the  Facility  and/or  the  Security


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<PAGE>

         Documents  and the  Borrower  hereby  irrevocably  consents to any such
         transfer or  assignment  (and the  disclosure  by VF to a transferee or
         assignee of any  information  about the Borrower and the Facility as VF
         may consider appropriate).

15       NOTICES

         Any  notice  from one party to another  hereunder  shall be sent to the
         addressee and be deemed  delivered in accordance  with the terms of the
         Agreement for the Purchase of Debts.

16       WAIVERS

         No failure or delay by VF in exercising  any right,  power or privilege
         under this Agreement and/or the Security Documents or any of them shall
         operate as a waiver thereof nor will any single or partial  exercise of
         any right,  power or privilege preclude any further exercise thereof or
         prejudice  any other or further  exercise by VF of any of its rights or
         remedies  under this  Agreement  and/or the  Security  Documents.  Such
         rights and remedies are  cumulative  and not  exclusive of any right or
         remedy provided by law.

17       INDEMNITY FOR EXPENSES

17.1     The  Borrower  shall  pay to VF on  demand  on a full  indemnity  basis
         whether or not there is a drawing under the Facility:-

         (a)      all  funding  breakage  costs  and/or  costs  in  relation  to
                  arrangements  incurred by VF in connection with the funding of
                  the Loan Account Balance;

         (b)      any stamp documentary registration and other similar duties or
                  taxes in connection  with this  Agreement  and/or the Security
                  Documents;

         (c)      all  costs  and  expenses  incurred  in  connection  with  the
                  negotiation  or  enforcement  of  this  Agreement  and/or  the
                  Security Documents (including reasonably and properly incurred
                  legal fees, charges, disbursements, survey and valuation fees,
                  and value added tax), and

         (d)      the Facility Fee due upon delivery of this Agreement to VF,

         and if the Borrower shall fail to pay when due any of the above amounts
         VF is entitled to debit such amounts  either to the Loan Account or any
         other account(s) of the Borrower with VF.

17.2     The  Borrower  shall  also  indemnify  VF  against  any loss or expense
         incurred by it (including  all  additional  out of pocket  expenses (of
         whatsoever nature and howsoever arising) and the cost of all additional
         management  time and effort  expended by VF in  protecting or enforcing
         VF's rights and interests hereunder) as a consequence of any failure by
         the Borrower to pay any sum due to VF when payable. For the purposes of
         calculating the cost of such  additional  management time and effort VF
         shall  apportion  the salary costs of its  personnel  involved on a pro
         rata basis  according  to the time spent by such  personnel in managing
         the  Borrower's  account  taking account only of such time as would not
         have been spent by such personnel had such failure to pay not occurred.


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<PAGE>

18       ILLEGALITY

         If any  of  the  provisions  of  this  Agreement  and/or  the  Security
         Documents  become  invalid,  illegal or  unenforceable  in any respect,
         under  any  law,  the  validity,  legality  and  enforceability  of the
         remaining provisions shall not in any way be affected or impaired.

19       SET-OFF

         In addition to any right of set-off or other  similar right to which VF
         may be entitled  in law,  VF may at any time and without  notice to the
         Borrower combine and consolidate all or any of the accounts between the
         Borrower  and  VF  and/or  set-off  any  moneys  and  in  any  currency
         whatsoever,  which  VF may at any  time  hold  for the  account  of the
         Borrower,  against  any  liabilities  whatsoever  which  may  be due or
         accruing due to VF from the Borrower.

20       DEMANDS AND NOTIFICATION BINDING

         Any demand  notification  or  certificate  given by VF in  writing  and
         signed  by a duly  authorised  officer  of VF  specifying  any  rate of
         interest or any amounts due and payable under or in connection with any
         provision of this  Agreement  and/or the  Security  Documents or any of
         them  shall  (in the  absence  of  manifest  error  or error in law) be
         conclusive and binding upon the Borrower and in any proceedings against
         the Borrower  shall be conclusive  evidence of such rate of interest or
         amounts so due and payable.

21       GENERAL

21.1     The contents of any report (whether  written or oral) prepared by or on
         behalf  of VF for the  purposes  of VF  considering  whether  or not to
         permit any  drawing  under or to continue  the  Facility  shall  remain
         confidential  and shall not be available to the Borrower for any reason
         or purpose  (save for any  requirement  of law) in whole or in part and
         whether in original or copy form.

21.2     VF may in its absolute discretion set-off or reserve against any monies
         due to the  Borrower  by VF the amount of any and/or all actual  and/or
         contingent liability of the Borrower to VF at any time and from time to
         time  howsoever  arising  (and  whether  pursuant to this  Agreement or
         otherwise)  upon or following the  occurrence of an Event of Default or
         in the event of the  Aggregate  Limit  being  exceeded  for  whatsoever
         reason.

21.3     VF may rely and act upon any instruction or  communication  received or
         purportedly  received from or on behalf of the Borrower by facsimile or
         electronic  transmission  notwithstanding that no hard original copy of
         such instruction or communication  has been or is received by VF before
         so  relying  or  acting,   provided  that  any  such   instruction   or
         communication is purportedly from or transmitted under the direction of
         an authorised signatory of the Borrower, and the Borrower hereby agrees


                                       12
<PAGE>

         to  indemnify  VF and keep VF  indemnified  in respect  of all  losses,
         costs,  damages,  expenses,  interest  or other  liability  incurred or
         suffered by VF by reason of so relying and/or acting.

22       GOVERNING LAW

         This  Agreement  shall be governed by and construed in accordance  with
         English  Law  and  the  Borrower   hereby   submits  to  the  exclusive
         jurisdiction of the English Courts.



























                                       13
<PAGE>

                                   SCHEDULE 1

1        Maximum Loan Amount:-(pound)2,000,000 (two million pounds) (clauses 1.1
         and 2.1)

2        Aggregate  Limit:-(pound)6,000,000  (six million pounds)  (clauses 1.1,
         3.3 and 21.2)

3        Facility  Fee:  1.00% plus VAT of the Maximum Loan Amount  payable upon
         the delivery of this  Agreement to VF duly executed by the Borrower and
         1.00%  plus VAT of the  Loan  Account  Balance  outstanding  upon  each
         anniversary of the date hereof (clauses 1.1, 5.3 and 17.1(d))

4        Interest Rate: 2.25% above the Base Rate (clauses 1.1,5.1 and 7.1)

5        Collateral  Reporting and  Monitoring  Requirements:-  (clauses 1.1 and
         12(3))

         5.1      Fixed Assets - annual  valuation (on each  anniversary of this
                  Agreement)  at  the  expense  of  the  Borrower  by  a  valuer
                  acceptable to VF.

         5.2      Eligible  Collateral  Audits -monthly within five Working Days
                  of each month end following  commencement of this Agreement at
                  a cost to the  Borrower of  (pound)500  plus VAT per audit man
                  day.

         5.3      Inventory and Preferential Creditors (as defined in Schedule 6
                  to the Insolvency Act 1986) - monthly within five Working Days
                  of each month end.

6        Eligible  Collateral  Formula:  (clauses 1.1, 3.2 and 3.3) - 75% of the
         value of plant and machinery (valued on an ex-situ, 120 day open market
         value basis)

7        Repayment Terms (clause 6.1) - monthly repayments of (pound)42,000, the
         first   repayment   being  due  upon  the  expiry  of  one  month  from
         commencement  of this  Agreement,  with the final repayment of the Loan
         Account  Balance  then  outstanding  on the  expiry of 36  months  from
         commencement of this Agreement.

8        Sale of Eligible Collateral (Clause 12.1(c)) - the Borrower must obtain
         VF's  prior  written  consent  to any  sale  of  any  of  the  Eligible
         Collateral.  The  proceeds of any such sale shall be paid to VF towards
         settlement  of that part of the Loan  Account  Balance  (as VF shall in
         their sole  discretion  determine)  representing  sums advanced (and in
         addition  interest  owed) in respect  of the  Eligible  Collateral  the
         subject of such sale.

9        Insurance  - VF must be named as first loss payee on any  insurance  in
         place in respect of any of the Eligible Collateral.








                                       14
<PAGE>

                                   SCHEDULE 2

                               Security Documents

1.       An All Assets  Debenture  in such form as VF may  require  constituting
         certain  fixed  charges  and  a  floating  charge  over  whole  of  the
         Borrower's undertaking and assets.





































                                       15
<PAGE>

IN WITNESS of which the parties  have signed this  agreement on the date set out
above.

EXECUTED AS A DEED

By

INYX PHARMA LIMITED

/S/ Colin Hunter
....................................................
a Director
/S/ Steven Handley
....................................................
*director/company secretary



EXECUTED AS A DEED

By /S/ Paul Beveridge

as Attorney for VENTURE FINANCE PLC

in the presence of:

/S/ Paul Apps
....................................................
Sussex House, Perrymont Road, Haywards Heath



* delete as applicable































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