**CONSULTANCY
      AGREEMENT**











**THIS
      AGREEMENT** effective as of May 16, 2006 (the "Effective Date"), between:











**INYX,
      INC.** ,
      a body
      corporate duly registered and authorized to carry on business in the State
      of
      Nevada with its corporate office located at 825 Third Avenue, 40 th Floor,
      New York, NY, 10022 (hereinafter referred to as “ **INYX** ”)





**OF
      THE FIRST PART**





-and-





**ZIRCON
      CONSULTANTS LLC,** an
      individual member limited liability company incorporated in the state of
      Florida, and carrying on business at 9595 Collins Avenue, Penthouse Unit 8,
      in
      the City of Surfside in the State of Florida (hereinafter referred to as
“ **ZIRCON
      CONSULTING** ”)





**OF
      THE SECOND PART**








**WHEREAS** INYX
      desires to retain the Services of ZIRCON CONSULTING; ****





**AND
      WHEREAS** INYX and
      ZIRCON CONSULTING wish to enter into an agreement respecting the terms and
      conditions, and performance of certain consulting and commercial and project
      management services by ZIRCON CONSULTING on behalf of INYX.





**NOW
      THEREFORE** this
      Agreement witnesses that, in consideration of these premises and of the terms,
      conditions and agreements herein contained, the Parties do hereby agree as
      follows:








**ARTICLE
      1 - DEFINITIONS**





In
      this
      Agreement, the following words shall have the meanings set out
      below:





1.
            “**Agreement**”
                means this agreement and all amendments thereto made in writing by
                the
                Parties, and expressions “herein”, “hereof”, and “hereto”, “above”,
                “below” and similar expressions used in any paragraph, subparagraph,
                section or article of this agreement refer and relate to the whole
                of this
                agreement and not to that paragraph, subparagraph, section or article
                only, unless otherwise expressly
                provided.





2.
            “**Confidential
                Information**”
                shall mean all information, whether written or oral, which is or
                has been
                disclosed by INYX to ZIRCON CONSULTING in relation to ZIRCON CONSULTING’s
                Services under this Agreement only and shall not include: (i) information
                which is publicly disclosed by INYX; (ii) information which is obtained
                by
                ZIRCON CONSULTING from a third party that (a) ZIRCON CONSULTING does
                not
                know to have violated, or to have obtained such information in violation
                of, any obligation to INYX with respect to such information, and
                (b) does
                not require ZIRCON CONSULTING to refrain from disclosing such information;
                and (iii) information which is required to be disclosed by ZIRCON
                CONSULTING under compulsion of law (whether by oral question,
                interrogatory, subpoena, civil investigative demand or otherwise)
                or by
                order of any court or governmental or regulatory body*provided**that*,
                in such circumstance, ZIRCON CONSULTING shall give INYX prior written
                notice of such disclosure and cooperate with INYX to minimize the
                scope of
                any such disclosure.





1


3.  **"Effective
      Date"** has the
      meaning ascribed thereto in the first line hereof.





4.
            “**For
                Cause**”
                means any one of the following: (i) a breach or failure to observe
                any
                provisions herein; (ii) any act of gross negligence relating to the
                performance of the Services or the performance of the assigned
                responsibilities; (iii) the commission of an indictable offense by
                ZIRCON
                CONSULTING, which significantly impairs ZIRCON CONSULTING’s ability to
                deliver the Services and responsibilities hereunder or which materially
                or
                adversely affects the reputation of INYX, as determined in the sole
                discretion of the INYX; (iv) failure to comply with reasonable
                instructions, orders and directions of
                INYX.





5.
            **“INYX”**shall include any affiliate of such Party.





6.
            “**Parties**”
                means INYX and ZIRCON CONSULTING, and Party means either one of them
                as
                the context requires





7.
            “**Services**”
                means the services to be provided by ZIRCON CONSULTING to INYX pursuant
                to
                Article 3.





8.
            “**Term**”
                means the time period commencing on the Effective Date and ending
                on the
                effective date of the termination of this
                Agreement.





**9.**
            **“Territory”**means
                identified pharmaceutical market areas that may be designated by
                the
                Parties from time to time. The Parties have identified Eastern Europe
                as
                an initial Territory.





10.
            **“ZIRCON
                CONSULTING”**shall include any shareholder, director, officer or employee of such
                Party.








**ARTICLE
      2 - LEGAL RELATIONSHIP BETWEEN PARTIES**





The
      Parties agree and acknowledge that ZIRCON CONSULTING is an independent
      contractor and through this Agreement is representing INYX on a project by
      project basis. Unless given authority, in writing by duly authorized
      representatives of INYX, ZIRCON CONSULTING has no authority to enter into any
      contract, assume any obligations or to give any warranties or representations
      on
      behalf of INYX. ZIRCON CONSULTING warrants that it shall at no time represent
      to
      third parties that ZIRCON CONSULTING or any of its employees, affiliates, or
      assigns has authority to enter into contracts, assume obligations or give
      warranties or representations on behalf of INYX, unless specifically authorized
      to do so, in writing, by duly authorized representatives of INYX.








**ARTICLE
      3 - DUTIES AND RESPONSIBILITIES OF CONSULTANT -
      SERVICES**





During
      the Term of this Agreement:





ZIRCON
      CONSULTING shall provide general consulting services to INYX as may be directed
      by INYX from time to time.





ZIRCON
      CONSULTING shall provide INYX with general and commercial advisory services
      regarding the business environment in the designated Territory including any
      translation services that may be required by Inyx from time to
      time.





2


ZIRCON
      CONSULTING shall use its best commercial efforts to introduce INYX and its
      representatives and agents to required or requested industry contacts in target
      market areas within the specified Territory.





ZIRCON
      CONSULTING shall ensure that it maintains and supports any such established
      relationships in the Territory including keeping INYX informed about any change
      in the status of such relationships.





ZIRCON
      CONSULTING shall provide communication and infrastructure support to INYX,
      its
      agents and representatives in the target Territory.





ZIRCON
      CONSULTING shall provide assistance in the identification, coordination and
      procurement of necessary capital equipment and support services in the
      identified Territory, as may be requested by INYX from time to
      time.





ZIRCON
      CONSULTING shall provide any necessary project management and project
      supervisory services as may be requested by INYX from time to time. If such
      project management services fall outside the scope of ZIRCON CONSULTING’s
      expertise, ZIRCON CONSULTING shall promptly notify INYX of such, and at INYX’s
      request and cost, identify and retain the necessary expertise that INYX may
      require to carry out such services.








**ARTICLE
      4 - TERM OF ENGAGEMENT**





INYX
      hereby engages and retains ZIRCON CONSULTING to provide the Services as
      described in Article 3 during the TERM commencing on the Effective Date through
      May 15, 2007 unless this Agreement is extended by INYX for an additional
      one-year period and agreed to by ZIRCON CONSULTING, in writing.





Such
      extension shall be submitted to ZIRCON CONSULTING by notice in writing to the
      notice address noted in this Agreement thirty days before expiration of this
      Agreement. ZIRCON CONSULTING shall accept the extension, within 10 days after
      such notice, by returning one executed copy of the renewal notice to the INYX's
      offices at the notice address noted herein.





INYX
      shall be able to terminate this Agreement For Cause upon providing ZIRCON
      CONSULTING five (5) days written notice at any time.








**ARTICLE
      5 - COMPENSATION**





During
      the Term of this Agreement, ZIRCON CONSULTING shall invoice INYX for its
      consulting fees on a retainer basis, with such fees being determined and
      reconciled between the Parties from time to time, and on a project by project
      basis. Such invoices shall also include disbursements that ZIRCON CONSULTING
      may
      need to make from time to time on INYX’s behalf and shall include any reasonable
      costs, third-party deposits and payments, expenses and fees that ZIRCON
      CONSULTING may incur in carrying out the Services.





In
      addition to any project retainers agreed to between the Parties, INYX shall
      pay
      any additional invoiced fees to ZIRCON CONSULTING within fifteen days following
      receipt of such invoice. INYX shall also provide ZIRCON CONSULTING with a travel
      allowance not to exceed Two Thousand Dollars ($2,000.00) per month.





ZIRCON
      CONSULTING shall be responsible for the payment of all taxes related to its
      compensation, at its own cost.





3


Within
      thirty (30) days after receiving a written demand from INYX, ZIRCON CONSULTING
      shall promptly refund to INYX any monies advanced by INYX to ZIRCON CONSULTING,
      less any fees, expenses and costs owed to ZIRCON CONSULTING, and that have
      been
      previously approved by INYX.








**ARTICLE
      6 - CONFIDENTIALITY**





In
      the
      course of its Services under this Agreement, ZIRCON CONSULTING shall only have
      access to information relating to the projects that ZIRCON CONSULTING is
      providing its Services for and not to information that INYX may determine,
      at
      its sole discretion, is material nonpublic information and which it must
      withhold from ZIRCON CONSULTING.





ZIRCON
      CONSULTING shall promptly notify INYX if it receives any such material nonpublic
      information and that all such material nonpublic information shall be then
      be
      treated as Confidential Information in all respects by ZIRCON CONSULTING.





ZIRCON
      CONSULTING’s obligation under this section shall continue after **** the
      date
      of expiration, termination or completion of this Agreement for a period of
      two
      years.








**ARTICLE
      7 - GENERAL**




Preamble
      Incorporation





The
      Parties hereby confirm and ratify the matters contained and referred to in
      the
      preamble to this Agreement and agree that same are expressly incorporated into
      and form part of this Agreement.





Indemnity





ZIRCON
      CONSULTING is and shall be liable for and does hereby indemnify and save
      harmless INYX of, from, against any and all liabilities, losses, costs, damages,
      solicitors' fees and disbursements (on a solicitor-and-his-own-client basis
      with
      a right to full indemnity), claims, causes of action, actions, obligations,
      suits, proceedings, fines, penalties and expenses of whatever kind or nature
      (including direct losses, costs, fees, disbursements, damages and expenses
      of
      INYX), which INYX may suffer, sustain, incur, pay or be liable for, arising
      out
      of, relating to, in consequence of or in any way connected to ZIRCON CONSULTING
      performing and discharging the Services for INYX.





Survival





The
      Parties hereto acknowledge that the provisions of this Agreement which by their
      nature are meant to survive the expiration or termination hereof for the benefit
      of either Party hereto shall survive and shall not be merged therein or
      therewith.





Unenforceable
      Terms





If
      any
      term, covenant or condition of this Agreement or the application thereof to
      any
      Party or circumstance shall be invalid or unenforceable to any extent, the
      remainder of this Agreement shall not be affected thereby and each remaining
      term, covenant or condition of this Agreement shall be valid and shall be
      enforceable to the fullest extent permitted by law.





Entire
      Agreement





This
      Agreement constitutes the entire Agreement between the Parties hereto relating
      to the subject matter hereof and supersedes all prior and contemporaneous
      agreements, understandings, negotiations and discussions, whether oral or
      written, of the Parties relating thereto and there are no general or specific
      warranties, representations or other agreements by or among the Parties in
      connection with the entering into of this Agreement or the subject matter hereof
      except as specifically set forth herein.





4


Further
      Assurances





The
      Parties hereto and each of them, do hereby covenant and agree to do such things
      and execute such further documents, agreements and assurances as may be
      necessary or advisable from time to time, in order to carry out the terms and
      conditions of this Agreement in accordance with their true intent.





Amendments




This
      Agreement may be altered or amended in any of its provisions when any such
      changes are reduced in writing and signed by the Parties hereto, but not
      otherwise.





No
      Waiver





No
      consent or waiver, express or implied, by either Party to or of any breach
      or
      default by the other Party in the performance by the other Party of its
      obligations hereunder shall be deemed or construed to be a consent or waiver
      to
      or of any other breach or default in the performance of obligations hereunder
      by
      such Party hereunder. Failure on the part of either Party to complain of any
      act
      or failure to act of the other Party or to declare the other Party in default,
      irrespective of how long such failure continues, shall not constitute a waiver
      by such Party of its rights hereunder.





Legal
      Fees





In
      the
      event of any action, suit, arbitration or any other proceeding in any way
      related to this Agreement brought by either Party hereto against the other,
      the
      prevailing Party shall be entitled to recover from the other, reasonable legal
      fees (on a solicitor-and-his-own-client basis) in connection therewith in
      addition to the cost of that action, suit, arbitration or other
      proceeding.





Notices





Any
      notice required or permitted to be given hereunder by any Party shall be in
      writing and shall be deemed to have been well and sufficiently given
      if:





·  personally
      delivered to the Party to whom it is intended or if such Party is a corporation,
      to a director, officer or registered office of that corporation;





·  if
      mailed
      by prepaid registered mail or delivered, to the address of the Party to whom
      it
      is intended as hereinafter set forth or to such other address as a Party may
      from time to time give notice in writing;





·  if
      transmitted by facsimile transmission to the facsimile number of the Party
      to
      whom it is intended as hereinafter set forth.





**ZIRCON
      CONSULTANTS, LLC**


PH
      8,
      9595 Collins Avenue


Surfside,
      Florida, USA


33154







c/o **INYX
      CANADA, INC.**


**Suite
      205, 4141 Yonge Street**


North
      York, Ontario, Canada


M2P
      2A8




5




Any
      notice delivered, or transmitted by facsimile, as aforesaid shall be deemed
      to
      have been received on the date of delivery or transmission [and any notice
      mailed shall be deemed to have been received seventy-two (72) hours after the
      date is postmarked]. If normal facsimile service [or mail] is interrupted by
      strike, slow-down, force majeure or other cause after the notice has been sent,
      the notice sent by such impaired means of communication will not be deemed
      to be
      received until actually received. In the event any of such means of
      communication is impaired at the time of sending the notice, the Party sending
      the notice shall utilize any other means which has not been so impaired or
      shall
      deliver the notice in order to ensure prompt receipt thereof.





Headings





The
      headings in this Agreement have been inserted for reference and as a matter
      of
      convenience only and in no way define, limit or enlarge the scope or meaning
      of
      this Agreement or any provisions hereof.





Governing
      Law and Submission to Jurisdiction





This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, and the Parties hereto hereby submit to the jurisdiction
      of
      the Courts in the State of Florida.





Counterparts





This
      Agreement may be executed in several counterparts each of which when so executed
      shall be deemed to be an original, and such counterparts shall constitute one
      and the same instrument and notwithstanding their date of execution shall be
      deemed to bear date as of the date of this Agreement.





Enurement





This
      Agreement shall enure to the benefit of and be binding upon the Parties hereto
      and their respective heirs, executors, administrators, successors and assigns.











6





**SIGNATURE
      PAGE**








IN
      WITNESS WHEREOF the corporate Parties have hereunto affixed their corporate
      seals duly attested to by the hands of their properly authorized officers in
      that behalf and the individual Parties have executed this Agreement all on
      the
      day and year first above written.




















PER:
      /s/ Marc Couturier      PER:
      /s/ Rustam
      Saidazimov


Inyx
      Inc.      Zircon
      Consulting










7