AMENDMENT NO. 3 TO THE MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT AND
   AMENDMENT NO. 1 TO THE TERM NOTE REGISTRATION RIGHTS AGREEMENT AND WAIVER

      This  Amendment No. 3 to the Minimum  Borrowing Note  Registration  Rights
Agreement and Amendment No. 1 to the Term Note Registration Rights Agreement and
Waiver (this "Amendment"), dated as of February 28, 2005, is entered into by and
between INYX,  INC., a Nevada  corporation  (the  "Company"),  and LAURUS MASTER
FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the
terms of (i) the  Minimum  Borrowing  Note,  dated as of  December  30, 2003 (as
amended,  modified and/or  supplemented from time to time, the "MB Note") issued
by the Company  pursuant to the  Security  Agreement,  dated as of December  30,
2003,  by and  between  the  Company  and Laurus (as  amended,  modified  and/or
supplemented from time to time, the "Security Agreement"), (ii) the Registration
Rights Agreement by and between the Company and Laurus, dated as of December 30,
2003 (as  amended,  modified  and/or  supplemented  from  time to time,  the "MB
Registration  Rights  Agreement"),  (iii) the Convertible Term Note, dated as of
October  29,  2003,  amended  and  restated  as of May 27,  2004 (as amended and
restated,  further amended,  modified and/or supplemented from time to time, the
"Term  Note")  issued  by  the  Company  pursuant  to  the  Securities  Purchase
Agreement,  dated as of October 29, 2003,  by and between the Company and Laurus
(as amended,  modified  and/or  supplemented  from time to time, the "Securities
Purchase Agreement"),  and (iv) the Registration Rights Agreement by and between
the  Company and Laurus,  dated as of October  29,  2003 (as  amended,  modified
and/or  supplemented  from time to time,  the  "Term  Note  Registration  Rights
Agreement"  and,  together  with  the  MB  Registration  Rights  Agreement,  the
"Registration  Rights Agreements",  and each a "Registration  Rights Agreement";
and,  together with the MB Note, the Security  Agreement,  the Term Note and the
Securities Purchase Agreement,  the "Documents").  Capitalized terms used herein
without  definition  shall  have  the  meanings  ascribed  to such  terms in the
Security Agreement and/or the Securities Purchase Agreement, as applicable.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1. Laurus  hereby  waives the Event of Default  that may have arisen under
Section  4.1 of each of the MB Note and Term Note as a result of the  failure by
the Company to pay to Laurus the Liquidated  Damages due and payable through the
date thereof as determined  pursuant to Section 2(b) of each Registration Rights
Agreement,   (the  "Liquidated   Damages"). Laurus  hereby  further  waives  any
Liquidated  Damages due and payable to Laurus by the Company up to and including
the date hereof.  In consideration of the waivers in this Section 1, the Company
will,  on the date  hereof,  issue a five year  warrant  to  Laurus to  purchase
300,000  shares of the common  stock of the Company  with an  exercise  price of
$0.95 per share (the "Additional Warrant"), such Additional Warrant to be in the
form attached hereto as Exhibit I. Notwithstanding  anything to the contrary set
forth in  either  Registration  Rights  Agreement  after  giving  effect to this
Amendment,  it is agreed  and  understood  by Laurus  and the  Company  that the
Company agrees to add to its next applicable Registration Statement,  the shares
of  Common  Stock  issuable  upon  exercise  of  the  Additional   Warrant  (the
"Additional  Warrant Shares"),  and such  Registration  Statement should be made
effective by the Commission no later then 90th days following such filing.
<PAGE>

      2. Section 1 of the MB Registration  Rights Agreement is hereby amended by
deleting the  definition of  "Effectiveness  Date" in its entirety and inserting
the following new definition in lieu thereof:

            "Effectiveness  Date" means the later of (x) the 90th day  following
      the applicable Filing Date and (y) March 31, 2005.

      3.  Section 1 of the Term Note  Registration  Rights  Agreement  is hereby
amended by deleting the definitions of "Effectiveness Date" and "Filing Date" in
their entirety and inserting the following new definitions in lieu thereof:

            "Effectiveness   Date"  means  (i)  with   respect  to  the  initial
      Registration  Statement  required to be filed  hereunder,  a date no later
      than the 150th day following  the date upon which the principal  amount of
      the Term Loan to the Company in original  principal  amount of  $4,500,000
      has been funded to the Company (the "Closing  Date") and (ii) with respect
      to each additional  Registration Statement required to be filed hereunder,
      the  later  of (x) a date  no  later  than  the  90th  day  following  the
      applicable Filing Date and (y) March 31, 2005.

            "Filing  Date" means (i) with  respect to the  initial  Registration
      Statement required to be filed hereunder,  a date no later than forty five
      (45) days  following  the Closing  Date and (ii) with respect to shares of
      Common  Stock  issuable  to the Holder as a result of  adjustments  to the
      Fixed Conversion Price or Exercise Price, as applicable,  made pursuant to
      Section  3.4 of the Note,  or  Section 4 of the  Warrant  or any  warrants
      issued by the Company to the Purchaser after the date hereof or otherwise,
      thirty  (30) days  after the  occurrence  of such event or the date of the
      adjustment of the Fixed Conversion Price or Exercise Price.

      4. Each amendment and waiver set forth herein shall be effective as of the
date first above written (the "Amendment  Effective  Date") on the date when (i)
each of the Company and Laurus shall have  executed  and the Company  shall have
delivered to Laurus its  respective  counterpart  to this Amendment and (ii) the
Company shall have executed and delivered to Laurus the Additional Warrant.

      5.  Except  as set  forth  through  this  Amendment,  there  are no  other
amendments,  modifications  or  waivers to the  Documents,  and all of the other
forms, terms and provisions of the Documents remain in full force and effect.

      6. The Company hereby  represents and warrants to Laurus that (i) no Event
of Default exists on the date hereof,  that has not been waived by Laurus,  (ii)
on the date hereof, after giving effect to this Amendment,  all representations,
warranties  and covenants  made by the Company in connection  with the Documents
are true, correct and complete and (iii) on the date hereof, after giving effect
to  this  Amendment,  all  of  the  Company's  and  its  Subsidiaries'  covenant
requirements have been met.

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<PAGE>

      7. From and after the  Amendment  Effective  Date,  all  references in the
Documents, in the other Related Agreements and in the other Ancillary Agreements
to any of the Security  Agreement,  the Securities  Purchase  Agreement,  the MB
Note,  the Term Note,  the MB  Registration  Rights  Agreement and the Term Note
Registration  Rights  Agreement shall be deemed to be references to the Security
Agreement, the Securities Purchase Agreement, the MB Note, the Term Note, the MB
Registration  Rights Agreement and the Term Note Registration  Rights Agreement,
as the case may be, as modified hereby.

      8. This  Amendment  shall be  binding  upon the  parties  hereto and their
respective  successors  and permitted  assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and  permitted  assigns.  THIS  AMENDMENT  SHALL BE  CONSTRUED  AND  ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
may be  executed  in any  number  of  counterparts,  each of  which  shall be an
original, but all of which shall constitute one instrument.

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<PAGE>

      IN WITNESS  WHEREOF,  each of the  Company  and  Laurus  has  caused  this
Amendment  to the  Documents  to be signed in its name  effective as of the date
first above written.

                                     INYX, INC.

                                     By: /s/ Jack Kachkar
                                     -------------------------------------------
                                     Jack Kachkar
                                     Title: Chief Executive Officer and Chairman


                                     LAURUS MASTER FUND, LTD.

                                     By: /s/ Eugene Grin
                                     -------------------------------------------
                                     Eugene Grin
                                     Title: Director

<PAGE>

                                                                       EXHIBIT I
                           FORM OF ADDITIONAL WARRANT