EXHIBIT 10.13.2.



                                OPTION AGREEMENT
                                ----------------


         This Option  Agreement (the  "Agreement")  is made as of the 6th day of
March, 2003, by and between Stiefel  Laboratories,  Inc., a New York corporation
("Stiefel"),  and INyX Pharma,  Limited.,  a company organized under the laws of
England and Wales (the "Company").

                                    RECITALS
                                    --------

         WHEREAS,  the  Company  and  Stiefel  have  entered  into a certain  6%
Convertible  Promissory  Note due March 6, 2007 (the  "Note"),  for an aggregate
principal amount of GBP2,500,000 (the "Principal Amount");

         WHEREAS, pursuant to the terms and conditions of the Note, Stiefel may,
at any time  during  the life of the  Note,  convert  the  entirety  of the then
outstanding  Principal  Amount  into  equity  securities  of  the  Company  (the
"Conversion Shares");

         WHEREAS,  upon Stiefel's  conversion of the entire  Principal Amount of
the Note into Conversion  Shares,  Stiefel's  Conversion  Shares shall represent
twenty  percent  (20%) of the rights to vote at general  meetings of the Company
and twenty  percent  (20%) of the right to receive  amounts  distributed  by the
Company by way of dividend or other  distribution  of the Company's  assets (the
"Maximum  Stiefel  Percentage  Interest"),  and if the  Company  pays  down  the
Principal Amount on the Note, the Maximum Stiefel  Percentage  Interest shall be
adjusted proportionately (the "Adjusted Stiefel Percentage Interest");

         WHEREAS,  Stiefel desires to have the option to purchase that amount of
equity  shares of the Company that are  required for Stiefel to maintain  either
the Maximum  Stiefel  Percentage  Interest or the  Adjusted  Stiefel  Percentage
Interest (as applicable); and

         WHEREAS,  as a condition  precedent and material inducement for Stiefel
to extend the Principal  Amount to the Company pursuant to the Note, the Company
must execute and deliver this Agreement to Stiefel.

         NOW THEREFORE,  in  consideration  of the above recitals and the mutual
covenants, representations,  warranties and agreements set forth herein, and for
the purpose of defining  the terms and  provisions  of this  Agreement,  and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged,  the parties hereto intending to be legally bound do hereby
agree as follows:

                                    AGREEMENT
                                    ---------

         1.  Definitions.  Capitalized  terms used herein are used as defined in
this Section 1 or as defined  elsewhere in this Agreement.  For purposes of this
Agreement:

                  (a) The term  "Business  Day"  shall mean any day on which the
         commercial banks in the City of Miami, Florida and London,  England are
         open for business.

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                  (b) The term  "Dilutive  Event" shall mean any issuance by the
         Company  of any  class  of its  equity  securities  or debt  or  equity
         securities  convertible  into any class of its  equity  securities  (an
         "Equity  Issue") or any other  action by the  Company  (other  than the
         repayment  of the Note)  that would  have the  effect of  reducing  the
         percentage of the Company's  Outstanding  Capital Stock  represented by
         the  Conversion  Shares  to a  percentage  below  the  Maximum  Stiefel
         Percentage  Interest or the Adjusted  Stiefel  Percentage  Interest (as
         applicable).

                  (c) The term "Fair Market  Price" shall mean such price as may
         be agreed  between  the  Company  and  Stiefel  or,  in the event  that
         agreement  cannot be  reached,  the price which an  Independent  Expert
         states in  writing  to be in its  opinion  the fair value of the shares
         concerned on a sale as between a willing seller and a willing purchaser
         and in  determining  such fair value the  Independent  Expert  shall be
         instructed in particular:

                           (i) to have  regard to the  rights  and  restrictions
                  attached  to such  shares in respect of  income,  capital  and
                  voting  but  to  disregard   any  other   special   rights  or
                  restrictions attached to such shares;

                           (ii) to  disregard  whether  such shares  represent a
                  minority or a majority interest; and

                           (iii) if the Company is then  carrying on business as
                  a going concern, to assume that it will continue to do so,

         and the  Independent  Expert  shall be  considered  to be  acting as an
         expert and not as an  arbitrator  and its  decision  shall be final and
         binding.

                  (d) The term  "Independent  Expert" shall mean an  independent
firm  of  accountants,  investment  bankers  or  a  similar  suitably  qualified
organization to be mutually agreed upon by the parties.

                  (e) The term "Option  Price" shall mean the price per share at
which equity  securities  are sold  pursuant to an Equity Issue  constituting  a
Dilutive  Event or, if there is no Equity  Issue,  the Fair Market  Price of the
subject equity securities relating to the subject Dilutive Event.

                  (f) The term  "Option  Shares"  shall mean that  amount of any
class  of the  Company's  equity  shares  that  represent  the  Maximum  Stiefel
Percentage  Interest or the Adjusted Stiefel Percentage Interest (as applicable)
of the total  number of equity  securities  of the  Company  that are  issued in
connection with a subject Dilutive Event.

                  (g) The term  "Outstanding  Capital  Stock" shall mean, at any
time,  the issued and  outstanding  shares of capital  stock of the Company on a
fully diluted basis (i.e.  all issued equity shares of the Company and all those
equity  shares of the Company  which are issuable  upon the exercise of options,
puts,  convertible  debentures,  warrants  or other  securities  exercisable  or
exchangeable in respect of or for the Company's equity shares).

<PAGE>

         2. Option.

                  (a)  During  the period  commencing  on the date that  Stiefel
shall have  converted the Principal  Amount of the Note into  Conversion  Shares
until the date that Stiefel  shall no longer be a holder of any of the Company's
equity securities (the "Option Period"), Stiefel may exercise, from time to time
during the  Option  Period and  subject  to the terms and  conditions  contained
herein,  the option to  acquire  the  Option  Shares  for the Option  Price (the
"Option").  The  exercise  by  Stiefel of the Option  shall  entitle  Stiefel to
purchase,  and shall  require the Company to sell,  the Option  Shares as herein
provided.

                  (b) During the Option Period,  the Company shall provide prior
written notice to Stiefel of any Dilutive Event (a "Dilutive Event Notice").

                  (c) The Option may be  exercised  by Stiefel as to all or less
than all of the Option  Shares at any time during the Option  Period by delivery
of written  notice(s)  from Stiefel to the Company (the "Notice of Exercise") at
the address specified on the signature page hereto designating the number of and
description of the desired class of Option Shares to be purchased and a date and
time for closing the purchase and sale of such Option Shares  (each,  a "Closing
Date"),  which date and time shall not be earlier  than the close of business on
the 5th Business  Day, nor later than the close of business on the 10th Business
Day,  following  delivery by Stiefel of the Notice of Exercise  pursuant to this
paragraph.

                  (d) Upon the  exercise  of the Option by  Stiefel,  the Option
Price (or the  corresponding  proportionate  amount of the  Option  Price in the
event of an exercise of the Option for less than all of the Option Shares) shall
be paid by  Stiefel to the  Company  on the  Closing  Date by wire  transfer  of
immediately  available  funds.  In  exchange  for the  payment by Stiefel of the
Option Price (or the lesser  proportionate  purchase  price),  the Company shall
deliver to Stiefel  certificates  evidencing the Option Shares  described in the
Notice of Exercise in proper  form for  transfer,  free and clear of any claims,
security  interests,  liens and encumbrances of any kind,  except as provided by
law and/or in the Stockholders Agreement.

         3. Closing of Option.  The closing of each  purchase and sale of Option
Shares  hereunder upon the exercise of the Option (each,  a "Closing")  shall be
held at the principal  offices of the Company on the date and time  specified in
the Notice of Exercise.

         4.  Representations  and Warranties of the Company.  The Company hereby
represents and warrants to Stiefel as of the date hereof:

                  4.1 Authority. It has full right, power and authority to enter
into this Agreement,  and this Agreement has been duly authorized,  executed and
delivered by it and  constitutes the legal,  valid and binding  agreement of the
Company  enforceable against the Company in accordance with its terms (except in
all  cases as such  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency,   reorganization,   moratorium,   or  similar  laws   affecting  the
enforcement of creditors'  rights  generally and except that the availability of
the equitable remedy of specific  performance or injunctive relief is subject to
the discretion of the court before which any proceeding may be brought).

<PAGE>

                  4.2  Actions  Pending.   There  is  no  action,  suit,  claim,
investigation  or  proceeding  pending  or,  to the  knowledge  of the  Company,
threatened  against it which  questions  the validity of this  Agreement and the
transactions  contemplated hereby or thereby, or any action taken or to be taken
pursuant hereto or thereto.

                  4.3 No Conflicts. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby will not,
conflict  with, or result in any breach  pursuant to any provision of any of the
constituent  documents  of the  Company or result in any breach of any  material
loan or credit agreement,  note,  mortgage,  indenture,  lease,  pension plan or
other agreement or obligation of the Company or its properties or assets.

         5. Miscellaneous.

                  5.1  Impairment.  The Company  will not, by  amendment  of its
charter documents or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action, avoid
or seek to avoid  the  observance  or  performance  of any of the  terms of this
Agreement. The Company shall not take any steps in relation to its share capital
which would have the effect of reducing the Option Price payable per share below
par value.

                  5.2 Issue of  Shares.  The  Company  shall,  during the Option
Period,  ensure that the Company  maintains  sufficient  authorized but unissued
share capital and other  authorities  and powers of directors of the Company and
take all other requisite action to enable the prompt issue of shares pursuant to
any exercise of the Option.

                  5.3 Further  Assurances.  Subject to the terms and  conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take,  or cause to be taken,  all action and to do, or cause to be done,  all
things  necessary,  proper or  advisable  to  consummate  and make  effective as
promptly  as  practicable  the  transactions  contemplated  by  this  Agreement,
including,  without  limitation,  using all  reasonable  efforts  to obtain  all
necessary   waivers,   consents  and  approvals  and  to  effect  all  necessary
registrations and filings.

                  5.4 Parties in Interest.  All  representations,  covenants and
agreements  contained  in this  Agreement  by or on behalf of any of the parties
hereto  shall bind and inure to the  benefit of the  respective  successors  and
assigns of the parties hereto whether so expressed or not.

                  5.5 Amendments and Waivers.  Any term of this Agreement may be
amended or waived in writing  and only with the  written  consent of Stiefel and
the Company.

                  5.6 Notices.  Unless  otherwise  provided  herein,  any notice
required or permitted by this Agreement  shall be in writing and shall be deemed
sufficient upon delivery,  when delivered  personally or by overnight courier or
sent by telegram or fax, or five (5) Business Days after being  deposited in the
U.S. mail as certified or registered mail with postage prepaid, and addressed to
the party to be  notified  at such  party's  address  or fax number as set forth
below or as subsequently modified by written notice.

<PAGE>

                  5.7 Severability.  If one or more provisions of this Agreement
are  held to be  unenforceable  under  applicable  law.  The  parties  agree  to
renegotiate  such provision in good faith.  In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision,  then
(a) such provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.

                  5.8   Governing   Law.   This   Agreement  and  all  acts  and
transactions  pursuant  hereto shall be governed,  construed and  interpreted in
accordance  with the laws of the  State of  Florida  without  giving  effect  to
principles of conflicts of laws.

                  5.9  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  5.10 Titles and  Subtitles.  The titles and subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  5.11 Expenses.  Each party hereto will pay its own expenses in
connection  with  the  transactions  contemplated  hereby,  whether  or not such
transactions  shall be  consummated;  provided  that, if any action at law or in
equity is  necessary to enforce or interpret  the terms of this  Agreement,  the
prevailing  party shall be  entitled to  reasonable  attorneys'  fees,  cost and
necessary  disbursements in addition to any other relief to which such party may
be entitled.

5.12 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.

                  5.13 Survival of Agreement. All representations and warranties
made herein or in any agreement,  certificate or instrument delivered to Stiefel
pursuant to or in connection with this Agreement shall survive the execution and
delivery of this  Agreement  and the  issuance,  sale and delivery of the Option
Shares.

                  5.14  Brokerage.  Each party  hereto will  indemnify  and hold
harmless the others  against and in respect of any claim for  brokerage or other
commissions  relative  to this  Agreement  or to the  transactions  contemplated
hereby,  based in any way on agreements,  arrangements or understandings made or
claimed to have been made by such party with any third party.



                            [signature page follows]



<PAGE>

         The parties have  executed  this Option  Agreement as of the date first
above written.

                                       STIEFEL LABORATORIES, INC.


                                       By /S/ Tessie L. Brunker
                                       Name:  Tessie L. Brunker
                                       Title:  Vice President, CFO and Treasurer
                                       Address:  225 Alhambra Circle
                                                 Coral Gables, Florida
                                       Fax:  305-443-3467






                                       INYX PHARMA, LTD.


                                       By: /S/ Steven Handley
                                       Name:  Steven Handley
                                       Title:  Director
                                       Address:  Innovation House
                                                 6 Seymour Court, Manor Park
                                                 Runcorn, Cheshire, England
                                       Fax:  01-928-579212