EXHIBIT
        10.4.13

       

      EMPLOYMENT
        AGREEMENT WITH

       

      DAVID
        M. ZINN, CPA

       

       

      This
        Employment Agreement (“Agreement”) is entered into as of the 15th day of May,
        2006 (the “Effective Date”), by and between David
        M. Zinn, CPA
        (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 senior position of Vice
        President, Finance of Inyx, Inc., whose responsibilities include assisting
        in
        directing the financial management and internal controls of the Company,
        including the Company’s financial reporting requirements to the U.S. Securities
        and Exchange Commission (“SEC”), management of the Company’s commercial and
        asset-based banking relationships, strategic financial planning and financial
        systems development as well as being involved in other operations of the
        Company
        as directed by management and, whereby, the Company may assign other reasonable
        management 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 Inyx, Inc., and Jay M. Green, Executive Vice President of Inyx, Inc.,
        or
        their designee or successor. The Executive acknowledges that this appointment
        involves the affairs of the Company and its subsidiaries not only Puerto
        Rico
        and the continental United States, but also in Canada and Europe. Accordingly,
        while he will be based in Miami, Florida, the Executive shall be required
        to
        regularly travel to and conduct duties across the United States, in Canada
        and
        other countries on behalf of the Company and its subsidiaries, affiliates
        and
        strategic alliances.

       

      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
        SEC 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.

       

      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 $175,000, which will be increased
        to the annual rate of $200,000 on May 15, 2007; (ii) with the employment
        year
        commencing May 15, 2008, the $200,000 base salary will be raised to reflect
        the
        percentage increase in the U.S. Cost Of Living Index at that time;
        (iii) benefits set forth in Sections 2.3 hereof; and (iv) any
        additional compensation that the Employer, at its sole discretion, may award
        the
        Executive for exemplary performance. 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.           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 a total of 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 May 15, 2006, with the options to be vested as follows: 150,000
        options on May 14, 2007, 75,000 options on May 14, 2008 and 75,000 options
        on
        May 14, 2009, 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.

       

      2.3.           EXECUTIVE
        BENEFITS

       

      2.3.1.           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.
        The
        Company shall pay the Executive a monthly car allowance of $600. The Company
        shall also provide the Executive with a Blackberry cell phone and lap-top
        computer for Company-related use. The Company shall also reimburse the Executive
        for expenses such as Certified Public Accountant licensing and association
        membership, continuing education requirements and educational seminars necessary
        to meet the requirements of his position with Employer, provided such expenses
        are pre-approved by the Company and shall not exceed $5,000 in any twelve
        (12)
        month period. Executive shall be entitled to fly business class when traveling
        on the Company’s business on air flights of four (4) hours or longer, one
        way.

       

      2.3.2.           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. 

       

      2.3.3.           VACATION.
        The Executive shall be entitled to one week paid vacation that can be taken
        during the period of August 20 - 31, 2006, and two weeks paid vacation that
        can
        be taken between November 15, 2006 and May14, 2007 as long as the vacation
        time
        desired by the Executive is approved by Messrs. Kachkar and Green; starting
        in
        the employment year commencing May 15, 2007, the Executive shall be entitled
        to
        four weeks paid vacation during each employment year.

       

      3.      
             EMPLOYMENT TERM; TERMINATION

       

      3.1.           EMPLOYMENT
        TERM. The Executive’s employment hereunder shall commence on May 15, 2006 and,
        except as otherwise provided in Section 3.2 hereof, shall continue until
        May 14, 2009 (the “Initial Term”). Thereafter, this Agreement shall
        automatically be renewed for successive one-year periods commencing on the
        15th
        day of May 2009 and of each subsequent year, unless either (i) Employer and
        Executive agree to a new Em ployment 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 on the date given in the Notice of Termination, 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.

       

      3.2.4.           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.

       

      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. In the event that the Employment Term is terminated by
        Employer 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 six (6) months of Base Salary in effect at such applicable time
        (the
“Severance Amount”). 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. In the event that the Employment Term is terminated by
        Executive pursuant to Section 3.2.2 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.

       

      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. 

       

      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 Employment
        Term is terminated, pursuant to Sections 3.2.3 or 3.2.5 hereof, Employer
        shall pay, on behalf of Executive, for a period equal to six (6) 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 2.2 hereof and detailed in the Executive’s 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). 

       

      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.

       

      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.

       

      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:

       

      David
        M.
        Zinn, CPA 

      3010
        Willow Lane

      Hollywood,
        FL 33021

      dzinnus@yahoo.com

      


      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.

       

      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

      


       

       

      DAVID
        M.
        ZINN, CPA

      


       

      /s/
        David M. Zinn,
        CPA