Exhibit 10.20.3



THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE
ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE  STATES  SECURITIES LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO INYX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


                   SECURED CONVERTIBLE MINIMUM BORROWING NOTE
                   ------------------------------------------



         FOR VALUE RECEIVED INYX, INC., a Nevada  corporation (the  "Borrower"),
promises to pay to LAURUS MASTER FUND,  LTD., c/o Ironshore  Corporate  Services
Ltd., P.O. Box 1234 G.T.,  Queensgate House, South Church Street,  Grand Cayman,
Cayman Islands,  Fax:  345-949-9877 (the "Holder") or its registered assigns, on
order,  the sum of ONE MILLION  UNITED STATES  DOLLARS  (USD$1,000,000),  of, if
different,  the  aggregate  principal  amount  of all  "Loans"  (as such term is
defined in the Security Agreement referred to below),  together with any accrued
and unpaid interest hereon, on December 30, 2006 (the "Maturity Date").

         Capitalized  terms  used  herein  without  definition  shall  have  the
meanings  ascribed to such terms in the Security  Agreement between Borrower and
the Holder dated as of December 30, 2003 (as amended,  modified and supplemented
from time to time, the "Security Agreement").

The following terms shall apply to this Minimum Borrowing Note (the "Note"):

                                   ARTICLE I
                                    INTEREST

         1.1 Interest Rate and Payments. Subject to Sections 5.3 and 6.7 hereof,
interest  payable  on this Note  shall  accrue at a rate per annum  equal to the
"prime rate"  published in The Wall Street Journal from time to time, plus three
(3.00%) (the "Contract Rate"). The Prime Rate shall be increased or decreased as
the case may be for each  increase  or  decrease  in the Prime Rate in an amount
equal to such  increase  or  decrease  in the  Prime  Rate;  each  change  to be
effective as of the day of the change in such rate in accordance  with the terms
of the Security Agreement.  Subject to the immediately  following sentence,  the
Contract  Rate shall not be less than seven percent  (7.00%).  The Contract Rate
shall be adjusted as follows:  if (i) the  Borrower  shall have  registered  the
shares of the Borrower's common stock underlying the conversion of this Note and
that certain  warrant  issued to Holder of even date herewith on a  registration
statement declared effective by the Securities Exchange Commission, and (ii) the
volume weighted average price of the Common Stock as reported by Bloomberg, L.P.


<PAGE>

on the  principal  market  for  any of the ten  (10)  trading  days  immediately
preceding a Interest  Payment Date (defined  below) exceeds the then  applicable
Fixed  Conversion  Price by twenty five percent (25%), the Contract Rate for the
succeeding  calendar month shall  automatically  be reduced by twenty five basis
points (25 b.p.) for such period.  Interest shall be payable  monthly in arrears
commencing on February 2, 2004 and on the first day of each consecutive calendar
month thereafter, (each, an "Interest Payment Date").

                                   ARTICLE II
            ADVANCES, BORROWER CONVERSION RIGHTS, PAYMENTS UNDER NOTE

         2.1.  Mechanics of Advances.  All Loans evidenced by this Note shall be
made in accordance with the terms and provisions of the Security Agreement.

         2.2. Fixed Conversion  Price.  For purposes hereof,  subject to Section
3.5 hereof,  the "Fixed  Conversion  Price" means $ 1.47 (103% of the average of
the closing price of the Common Stock for the five (5) trading days  immediately
prior to the date hereof).

         2.3.  No  Effective  Registration.   Notwithstanding  anything  to  the
contrary  herein,  the Borrower shall be prohibited from exercising its right to
repay any  amount  hereunder  in shares of Common  Stock if at any time from the
Call Date  (defined  below) for such  payment  through  the date upon which such
payment is made by delivery  of  certificates  for shares of Common  Stock there
fails to exist an effective  current  Registration  Statement (as defined in the
Registration Rights Agreement) covering the shares of Common Stock to be issued,
or if an Event of  Default  hereunder  exists  and is  continuing,  unless  such
requirement is otherwise  waived in writing by the Holder in whole or in part at
the Holder's option.

         2.4. Optional Payments in Common Stock.  Subject to Section 2.2 hereof,
if the  Borrower  elects to pay  interest  or prepay  principal  and the average
closing price of the Common Stock on the  Principal  Market is greater than 115%
of the Fixed  Conversion  Price for a period  of at least  five (5)  consecutive
trading  days,  then the Borrower  may, at its sole  option,  provide the Holder
written  notice  (a  "Call  Notice")  requiring  the  conversion  at  the  Fixed
Conversion Price of all or a portion of the outstanding interest or principal of
this Note (subject to compliance with Section 2.3 and 3.2, together with accrued
interest  on the  amount  being  prepaid,  as of the date set forth in such Call
Notice (the "Call Date").  The Call Date shall be at least ten (10) trading days
following  the date of the Call  Notice.  On the Call  Date the  Borrower  shall
deliver to the Holder certificates  evidencing the shares of Common Stock issued
in satisfaction of the principal and/or interest being retired.  Notwithstanding
the foregoing,  the Borrower's  right to issue shares of Common Stock in payment
of  obligations  under this Note shall be  subject  to the  limitation  that the
number of shares of Common Stock issued in connection with any Call Notice shall
not exceed 25% of the aggregate  dollar  trading  volume of the Common Stock for
the ten (10) trading days immediately preceding the Call Date (as such volume is
reported by Bloomberg, L.P. If the price of the Common Stock falls below 115% of
the Fixed  Conversion  Price during the ten (10) trading day period  immediately
preceding  the Call Date,  then the Holder will then be required to convert only
such  amount  of the  Note as  shall  equal  twenty  five  percent  (25%) of the
aggregate  dollar trading volume (as such volume is reported by Bloomberg  L.P.)
for each day that the  Common  Stock has  exceeded  115% of the then  applicable
Fixed  Conversion  Price. The Borrower shall not be permitted to give the Holder
more than one Call Notice under this Note during any 22-day period.




                                       2
<PAGE>

         2.5 Optional  Redemption in Cash.  The Borrower will have the option of
prepaying this Note in full  ("Optional  Redemption")  by paying to the Holder a
sum of money equal to one hundred twenty percent (120%) of the principal  amount
of this Note together with accrued but unpaid  interest  thereon and any and all
other sums due,  accrued or payable to the Holder  arising under this Note,  the
Security  Agreement,  or any  Ancillary  Agreement  (as defined in the  Security
Agreement) (the  "Redemption  Amount")  outstanding on the day written notice of
redemption (the "Notice of Redemption") is given to the Holder,  which Notice of
Redemption shall specify the date for such Optional  Redemption (the "Redemption
Payment  Date").  A Notice of Redemption  shall not be effective with respect to
any portion of this Note for which the Holder has a pending  election to convert
pursuant to Section 3.1 and the Redemption Amount shall be determined as if such
election  to convert  had been  completed  immediately  prior to the date of the
Notice of Redemption.  The Redemption Payment Date shall not be earlier than the
day after the date of the Notice of Redemption and not later than seven (7) days
after the date of the Notice of Redemption.  On the Redemption Payment Date, the
Redemption  Amount  must be paid in good funds to the  Holder.  In the event the
Borrower fails to pay the Redemption Amount by the Redemption Payment Date, then
such Redemption Notice will be null and void.



                                  ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

         3.1. Optional Conversion. Subject to the terms of this Article III, the
Holder  shall  have the  right,  but not the  obligation,  at any time until the
Maturity  Date, or thereafter  during an Event of Default (as defined in Article
V), and, subject to the limitations set forth in Section 3.2 hereof,  to convert
all or any portion of the outstanding  Principal  Amount and/or accrued interest
and fees due and payable into fully paid and nonassessable  shares of the Common
Stock at the Fixed  Conversion  Price.  The shares of Common  Stock to be issued
upon such conversion are herein referred to as the "Conversion Shares."

         3.2. Conversion Limitation.  Notwithstanding  anything contained herein
to the  contrary,  the Holder  shall not be entitled to convert  pursuant to the
terms of this Note an  amount  that  would be  convertible  into that  number of
Conversion Shares which would exceed the difference between the number of shares
of Common Stock  beneficially  owned by such Holder or issuable upon exercise of
warrants held by such Holder and 4.99% of the outstanding shares of Common Stock
of the  Borrower.  For  the  purposes  of the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and Regulation 13d-3  thereunder.  The Conversion Shares limitation
described in this Section 3.2 shall  automatically  become null and void without
any notice to Borrower upon the occurrence and during the continuance beyond any
applicable grace period of an Event of Default,  or upon 75 days prior notice to
the Borrower.



                                       3
<PAGE>

         3.3.  Mechanics  of Holder's  Conversion.  In the event that the Holder
elects to convert this Note into Common  Stock,  the Holder shall give notice of
such  election by  delivering  an executed and  completed  notice of  conversion
("Notice of  Conversion")  to the Borrower and such Notice of  Conversion  shall
provide a  breakdown  in  reasonable  detail of the  Principal  Amount,  accrued
interest  and  fees  that  are  being  converted.  On each  Conversion  Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall make the appropriate  reduction to the Principal Amount,  accrued interest
and fees as entered in its records and shall provide  written  notice thereof to
the Borrower  within two (2) business days after the Conversion  Date. Each date
on which a Notice of  Conversion  is delivered or  telecopied to the Borrower in
accordance  with the  provisions  hereof shall be deemed a Conversion  Date (the
"Conversion  Date"). A form of Notice of Conversion to be employed by the Holder
is  annexed  hereto  as  Exhibit  A.  Pursuant  to the  terms of the  Notice  of
Conversion,   the  Borrower  will  issue  instructions  to  the  transfer  agent
accompanied  by an opinion of counsel within one (1) business day of the date of
the  delivery  to  Borrower  of the  Notice of  Conversion  and shall  cause the
transfer agent to transmit the certificates  representing the Conversion  Shares
to the Holder by crediting  the account of the Holder's  designated  broker with
the Depository Trust  Corporation  ("DTC") through its Deposit  Withdrawal Agent
Commission  ("DWAC")  system within three (3) business days after receipt by the
Borrower of the Notice of Conversion (the "Delivery  Date").  In the case of the
exercise of the  conversion  rights set forth  herein the  conversion  privilege
shall be deemed to have been exercised and the Conversion  Shares  issuable upon
such conversion  shall be deemed to have been issued upon the date of receipt by
the  Borrower of the Notice of  Conversion.  The Holder shall be treated for all
purposes as the record holder of such Common Stock,  unless the Holder  provides
the Borrower written instructions to the contrary.

         3.4.  Late  Payments.  The  Borrower  understands  that a delay  in the
delivery  of the shares of Common  Stock in the form  required  pursuant to this
Article beyond the Delivery Date could result in economic loss to the Holder. As
compensation  to the  Holder  for such  loss,  the  Borrower  agrees to pay late
payments to the Holder for late  issuance  of such  shares in the form  required
pursuant to this Article III upon conversion of the Note, in the amount equal to
$500 per  business  day after the  Delivery  Date.  The  Borrower  shall pay any
payments incurred under this Section in immediately available funds upon demand.

         3.5. Adjustment  Provisions.  The Fixed Conversion Price and number and
kind of  shares or other  securities  to be issued  upon  conversion  determined
pursuant  to Section 2.2 shall be subject to  adjustment  from time to time upon
the happening of certain events while this conversion right remains outstanding,
as follows:

         A.  Reclassification,  etc.  If the  Borrower  at any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock immediately prior to such  reclassification or other
change.

         B. Stock Splits,  Combinations  and Dividends.  If the shares of Common
Stock are  subdivided or combined into a greater or smaller  number of shares of
Common  Stock,  or if a dividend is paid on the Common Stock in shares of Common



                                       4
<PAGE>

Stock, the Fixed Conversion  Price shall be  proportionately  reduced in case of
subdivision of shares or stock dividend or proportionately increased in the case
of combination of shares,  in each such case by the ratio which the total number
of shares of Common Stock outstanding  immediately after such event bears to the
total number of shares of Common  Stock  outstanding  immediately  prior to such
event.

         C. Share  Issuances.  Subject to the provisions of this Section 3.5, if
the Borrower  shall at any time prior to the  conversion or repayment in full of
the Principal Amount issue any shares of Common Stock to a person other than the
Holder  (except  (i)  pursuant to  Subsections  A or B above;  (ii)  pursuant to
options,  warrants, or other obligations to issue shares outstanding on the date
hereof as disclosed to Holder in writing;  or (iii) pursuant to options that may
be issued under any employee  incentive  stock option and/or any qualified stock
option plan adopted by the Borrower) for a  consideration  per share (the "Offer
Price")  less  than the  Fixed  Conversion  Price in  effect at the time of such
issuance, then the Fixed Conversion Price shall be immediately reset pursuant to
the formula  below.  For  purposes  hereof,  the issuance of any security of the
Borrower  convertible into or exercisable or exchangeable for Common Stock shall
result in an adjustment to the Fixed Conversion Price at the time of issuance of
such securities.

         If the Corporation issues any additional shares pursuant to Section 3.5
above  then,  and  thereafter  successively  upon  each  such  issue,  the Fixed
Conversion  Price shall be adjusted by  multiplying  the then  applicable  Fixed
Conversion Price by the following fraction:


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

                          A + B
         ----------------------------------------
         ----------------------------------------

              (A + B) + [((C - D) x B) / C]
         ----------------------------------------

         A = Actual shares outstanding prior to such offering

         B = Actual shares sold in the offering

         C = Fixed Conversion Price

         D = Offering price

         D.  Computation  of  Consideration.  For  purposes  of any  computation
respecting  consideration received pursuant to Subsection C above, the following
shall apply:

         (a) in the case of the issuance of shares of Common Stock for cash, the
consideration  shall be the amount of such cash,  provided that in no case shall
any deduction be made for any commissions,  discounts or other expenses incurred
by the Borrower  for any  underwriting  of the issue or otherwise in  connection
therewith;


                                       5
<PAGE>

         (b) in the  case of the  issuance  of  shares  of  Common  Stock  for a
consideration in whole or in part other than cash, the consideration  other than
cash shall be deemed to be the fair market value  thereof as  determined in good
faith by the Board of Directors of the Borrower  (irrespective of the accounting
treatment thereof); and

         (c) Upon any such exercise,  the aggregate  consideration  received for
such securities shall be deemed to be the consideration received by the Borrower
for the issuance of such securities plus the additional  minimum  consideration,
if any, to be received by the Borrower upon the  conversion or exchange  thereof
(the  consideration in each case to be determined in the same manner as provided
in clauses (a) and (b) of this Subsection (D)).

         3.6.  Reservation  of Shares.  During the period the  conversion  right
exists,  the Borrower will reserve from its authorized and unissued Common Stock
a  sufficient  number of shares to provide for the issuance of Common Stock upon
the full  conversion of this Note. The Borrower  represents  that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable.  The
Borrower  agrees that its issuance of this Note shall  constitute full authority
to its officers,  agents,  and transfer  agents who are charged with the duty of
executing  and issuing  stock  certificates  to execute and issue the  necessary
certificates for shares of Common Stock upon the conversion of this Note.


         3.7.  Registration  Rights.  The Holder has been  granted  registration
rights with respect to the shares of Common Stock  issuable  upon  conversion of
this Note as more fully set forth in a Registration  Rights  Agreement dated the
date hereof.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

         The  occurrence of any of the  following  events is an Event of Default
("Event of Default"):

         4.1.  Failure to Pay  Principal,  Interest or other Fees.  The Borrower
fails to pay when due any  installment  of  principal,  interest  or other  fees
hereon  or on  any  other  promissory  note  issued  pursuant  to  the  Security
Agreement, when due in accordance with the terms of such note.

         4.2.  Breach of Covenant.  The Borrower  breaches any covenant or other
term or  condition  of this Note in any  material  respect and such  breach,  if
subject to cure, continues for a period of thirty (30) days after the occurrence
thereof.

         4.3.   Breach  of   Representations   and   Warranties.   Any  material
representation  or  warranty  of the  Borrower  made  herein,  or  the  Security
Agreement, or in any Ancillary Agreement shall be materially false or misleading
and shall not be cured for a period  of thirty  (30) days  after the  occurrence
thereof.

         4.4. Stop Trade.  An SEC stop trade order or Principal  Market  trading
suspension  of the Common Stock shall be in effect for 5  consecutive  days or 5
days during a period of 10 consecutive days, excluding in all cases a suspension
of all trading on a Principal Market,  provided that the Borrower shall not have
been able to cure such trading  suspension  within 30 days of the notice thereof
or list the Common  Stock on  another  Principal  Market  within 60 days of such
notice.  The "Principal  Market" for the Common Stock shall include the NASD OTC


                                       6
<PAGE>

Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System,  American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time the  principal  trading  exchange or market for the Common  Stock),  or any
securities exchange or other securities market on which the Common Stock is then
being listed or traded.

         4.5. Default Under Related Agreement. The occurrence and continuance of
any material  Event of Default  under and as defined in the  Security  Agreement
and/or the  Ancillary  Agreements,  and such Event of Default shall not be cured
within three (3) business days.

         4.6 Failure to Deliver Common Stock or Replacement Note. The Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note, and Section 9 of the Security Agreement,  or if required,
a replacement  Note if such failure to timely  deliver Common Stock shall not be
cured within two (2) business days or such failure to deliver a replacement Note
is not cured within seven (7) business days.

         4.7 Payment Grace Period.  The Borrower  shall have a five (5) business
day grace period to pay any monetary amounts due under this Note or the Security
Agreement  or any  Ancillary  Agreements,  after  which  grace  period a default
interest rate of five percent (5%) per annum above the then applicable  interest
rate hereunder shall apply to the monetary amounts due.


                                   ARTICLE V
                                DEFAULT PAYMENTS

         5.1. Default Payment. If an Event of Default occurs, the Holder, at its
option,  may elect,  in addition to all rights and  remedies of Holder under the
Security Agreement and all obligations of Borrower under the Security Agreement,
to require  the  Borrower to make a Default  Payment  ("Default  Payment").  The
Default  Payment shall be the  outstanding  principal  amount of the Note,  plus
accrued but unpaid interest, all other fees then remaining unpaid, and all other
amounts payable hereunder.

         5.2.  Default  Payment  Date and  Default  Notice  Period.  The Default
Payment  shall be due and  payable on the fifth  business  day after an Event of
Default as defined in Article IV  ("Default  Payment  Date") has occurred and is
continuing beyond any applicable grace period. The period upon which an Event of
Default has occurred and is continuing  beyond any  applicable  grace period and
the Default  Payment Date shall be the  "Default  Period." If during the Default
Period,  the Borrower  cures the Event of Default,  the Event of Default will no
longer  exist  and  any  additional  rights  the  Holder  had  triggered  by the
occurrence and  continuance of an Event of Default will no longer exist.  If the
Event of Default is not cured  during the  Default  Notice  Period,  all amounts
payable  hereunder  shall be due and payable on the Default  Payment  Date,  all
without further  demand,  presentment or notice,  or grace period,  all of which
hereby are expressly waived.

         5.3.  Default  Interest  Rate.  Following the occurrence and during the
continuance of an Event of Default, interest on this Note shall automatically be
increased to five percent  (5.0%) per annum,  and all  outstanding  Obligations,


                                       7
<PAGE>

including  unpaid  interest,  shall continue to accrue interest from the date of
such Event of Default at such interest rate applicable to such Obligations until
such Event of Default is cured or waived.

         5.4.  Cumulative  Remedies.  The  remedies  under  this  Note  shall be
cumulative.


                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1. Failure or Indulgence Not Waiver.  No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

         6.2. Tax.  Gross Up. The Borrower shall make all payments to be made by
it under this Note without any Tax Deduction  unless a Tax Deduction is required
by law. The Borrower  shall promptly upon becoming aware that it must make a Tax
Deduction  (or  that  there  is any  change  in the  rate or the  basis of a Tax
Deduction) notify the Holder accordingly.  If a Tax Deduction is required by law
to be made by the Borrower the amount of the payment due from the Borrower under
this Note shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment  which would have been due under this Note
if no Tax Deduction had been required. If the Borrower is required to make a Tax
Deduction,  it shall  make  that  Tax  Deduction  and any  payment  required  in
connection  with that Tax  Deduction  within the time allowed and in the minimum
amount  required by law.  Within thirty days of making either a Tax Deduction or
any payment  required in connection with that Tax Deduction,  the Borrower shall
deliver to the Holder  evidence  reasonably  satisfactory to the Holder that the
Tax Deduction has been made or (as applicable)  any appropriate  payment paid to
the relevant taxing authority.

         6.3. Tax  Indemnity.  The Borrower shall (within three business days of
demand by the Holder) pay to the Borrower an amount equal to the loss, liability
or cost which the Holder determines will be or has been (directly or indirectly)
suffered  for or on  account  of any Tax by the  Holder in respect of this Note,
except:

         (i)      for any Tax  assessed  on the Holder  under the law of (a) the
                  jurisdiction  in  which  it  is   incorporated   or,  (b)  the
                  jurisdiction (or jurisdictions) in which the Holder is treated
                  as resident  for tax  purposes;  or (c) (in respect of amounts
                  received or receivable in this  jurisdiction) the jurisdiction
                  in which any branch  office of the Holder is located;  if that
                  Tax is imposed on or calculated by reference to the net income
                  received or receivable  (but not any sum deemed to be received
                  or receivable) by the Holder; and


         (ii)     to the extent a loss,  liability or cost is compensated for by
                  an increased payment under Section 5.2; and



                                       8
<PAGE>

         (iii)    if  the  Borrower   makes  any  Tax  Payment  and  the  Holder
                  determines that: (X) a Tax Credit is attributable either to an
                  increased  payment of which that Tax Payment forms part, or to
                  that Tax Payment;  and (Y) the Holder has  obtained,  utilized
                  and retained that Tax Credit,  and (Z) the Holder shall pay an
                  amount to the Borrower which the Holder  determines will leave
                  it (after that payment) in the same  after-Tax  position as it
                  would have been in had the Tax Payment not been required to be
                  made by the Borrower.


         For the purposes of Sections  6.2 and 6.3 : "Tax" means any tax,  levy,
impost,  duty or other charge or withholding of a similar nature  (including any
penalty or interest  payable in connection  with any failure to pay or any delay
in  paying  any of the  same);  (ii) "Tax  Deduction"  means  any  deduction  or
withholding  for or on account of any Tax; (iii) "Tax Payment" means an increase
in a payment made by the Borrower in accordance  with Section 6.2 and/or Section
6.3 hereof;  and (iv) "Tax Credit" means a credit  against,  relief or remission
for, or payment of, any Tax.

         6.4. Notices. Any notice herein required or permitted to be given shall
be in  writing  and  provided  in  accordance  with the  terms  of the  Security
Agreement.

         6.5. Amendment Provision. The term "Note" and all reference thereto, as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented, and any successor instrument as it may be amended or supplemented.

         6.6.  Assignability.  This Note shall be binding  upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Security Agreement.

         6.7.  Cost of  Collection.  If default  is made in the  payment of this
Note, the Borrower shall pay the Holder hereof  reasonable  costs of collection,
including reasonable attorneys' fees.

         6.8.  Governing  Law.  This Note shall be governed by and  construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder


                                       9
<PAGE>

from  bringing  suit or taking  other legal  action  against the Borrower in any
other  jurisdiction  to  collect on the  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court order in favor of Holder.

         6.9.  Maximum  Payments.  Nothing  contained  herein shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

         6.10.  Security  Interest.  The Holder of this Note has been  granted a
security  interest in certain  assets of the Borrower more fully  described in a
Security Agreement dated as of December 30, 2003.

         6.11.  Construction.  Each party  acknowledges  that its legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      [Balance of page intentionally left blank; signature page follows.]


























                                       10
<PAGE>

         IN WITNESS  WHEREOF,  the Borrower has caused this Secured  Convertible
Revolving  Note to be  signed  in its  name  effective  as of this  30th  day of
December, 2003.


                                                    INYX, INC.


                                                    By: /s/ Jack Kachkar
                                                       -------------------------
                                                       Jack Kachkar, Chairman


WITNESS:


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





                                                    INYX PHARMA, LTD.


                                                    By: /s/ Steven Handley
                                                       -------------------------
                                                       Steven Handley, President


WITNESS:


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





























                                       11
<PAGE>

                              NOTICE OF CONVERSION



(To be executed by the Holder in order to convert the Note)



         The  undersigned  hereby elects to convert  $_________ of the principal
and  $_________ of the interest due on the Secured  Convertible  Revolving  Note
issued by each of INYX,  INC.  and INYX  PHARMA,  LTD. on December 30, 2003 into
Shares of Common Stock of INYX,  INC.  according to the  conditions set forth in
such Note, as of the date written below.

Date of Conversion:        _____________________________________________________

Conversion Price:          _____________________________________________________

Shares To Be Delivered:    _____________________________________________________

Signature:                 _____________________________________________________

Print Name:                _____________________________________________________

Address:                   _____________________________________________________



Holder  DWAC instructions  _____________________________________________________