Exhibit 10.29.1


             AMENDMENT NO. 3 TO SECURED REVOLVING NOTE OF INYX, INC.
         AMENDMENT NO. 2 TO SECURED MINIMUM BORROWING NOTE OF INYX, INC.
               AMENDMENT NO. 2 TO SECURED TERM NOTE OF INYX, INC.


                                 August 31, 2004

         Reference is made to that certain secured revolving note dated December
30, 2003 made by INYX,  INC., a Nevada  corporation  (the  "Borrower")  in favor
LAURUS MASTER FUND,  LTD., a Cayman Islands  company  ("Laurus") in the original
principal amount of Two Million Five Hundred  Thousand Dollars  ($2,500,000) (as
amended, modified or supplemented from time to time, the "Revolving Note").

         Reference is made to that certain secured convertible minimum borrowing
note  dated  December  30,  2003  made by the  Borrower  in favor  Laurus in the
original  principal  amount of One Million  Dollars  ($1,000,000)  (as  amended,
modified or supplemented from time to time, the "MB Note").

         Reference is made to that certain secured  convertible  term note dated
October 29, 2003 made by the Borrower in favor Laurus in the original  principal
amount of Four Million Five Hundred Thousand  Dollars  ($4,500,000) (as amended,
modified or supplemented from time to time, the "Term Note").  Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Term Note, the Revolving Note or the MB Note, as applicable.


         WHEREAS,  Borrower has requested that Laurus waive the requirement that
the Borrower make Monthly  Principal  Payments required under Section 1.2 of the
Term Note for each  period  prior to December 1, 2004 (to the extent not paid by
the Borrower prior to the date hereof) (the "Amortization Waiver"); and

         WHEREAS,  in connection with the extension of the Amortization  Waiver,
Borrower  has agreed to issue new  warrants  to Laurus to purchase up to 694,000
shares of common stock of the Borrower  (the "New  Warrants")  and amend certain
terms of the Revolving  Note, MB Note and Term Note,  and Laurus desires to make
such changes;

         NOW, THEREFORE,  in consideration for the execution and delivery by the
Borrower  of  all  documents   requested  by  Laurus  in  connection   with  the
Amortization Waiver, and for other good and valuable consideration,  the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

         1. Laurus hereby agrees to the Amortization  Waiver;  provided that (i)
such  amortization  payments  so  waived  shall  now be due and  payable  on the
Maturity Date (as defined in the Term Note) and (ii) the Borrower shall make all
amortization  payments  required  by Section 1.2 of the Term Note  beginning  on
December 1, 2004 and thereafter.

         2.  Section 2.5 (c) Share  Issuances  of the  Revolving  Note is hereby
amended to read, "Subject to the provisions of this Section 3.6, 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 or  securities  convertible  into 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


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(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 to such lower Offer Price. 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.  As a result of the  Borrower  issuing
common stock  securities to investors led by Sands  Brothers in August 2004, the
Fixed Conversion Price as defined in Section 2.1 of the Revolving Note is hereby
amended to mean $0.80.

         3.  Section  3.5 (c)  Adjustment  Provisions  of the MB Note is  hereby
amended to read, "Subject to the provisions of this Section 3.6, 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 or  securities  convertible  into 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 to such lower Offer Price. 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.  As a result of the  Borrower  issuing
common stock  securities to investors led by Sands  Brothers in August 2004, the
Fixed  Conversion  Price as  defined  in  Section  2.2 of the MB Note is  hereby
amended to mean $0.80.

         4.  Section  3.4 (c)  Conversion  Mechanics  of the Term Note is hereby
amended to read, "Subject to the provisions of this Section 3.6, 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 or  securities  convertible  into 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 to such lower Offer Price. 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.  As a result of the  Borrower  issuing
common stock  securities to investors led by Sands  Brothers in August 2004, the
Fixed  Conversion Price as defined in Section 2.1 (a) of the Term Note is hereby
amended to mean $0.80.

         5.  The  Borrower  hereby  agrees  to  attempt  to add  to its  pending
Registration  Statement  originally  filed  with  the  Securities  and  Exchange
Commission on February 17, 2004, or include in a new registration  statement,  a
sufficient  number of shares that would be convertible  into Common Stock of the
Borrower  assuming the full  conversion of each of the Term Note and the MB Note
(after  giving  effect  to any  adjustments  to the Fixed  Conversion  Price (as
defined in each of the Term Note and the MB Note) made in  accordance  with this
amendment or prior to the date  hereof) and the complete  exercise of all Common
Stock Purchase  Warrants  (including  the New Warrants)  issued to Laurus by the
Company (after giving effect to any  adjustments to the exercise price set forth
in such warrants made in accordance  with this letter  agreement or prior to the
date  hereof).  Furthermore,  the Company and Laurus  hereby  agree that the New
Warrants  shall be included with the  definition of "Warrants" set forth in that
certain  Minimum  Borrowing  Note  Registration  Rights  Agreement,  dated as of
December 30, 2003, by and between the Borrower and Laurus (as amended,  modified
or supplemented from time to time, the "Registration Rights Agreement").


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         6. The  foregoing  amendments  and waiver  shall be effective as of the
date hereof  following  (i) the  execution  of same by each of the  Borrower and
Laurus and (ii) the issuance by the Borrower to Laurus of the New Warrants.

         7. There are no other  amendments to the Revolving  Note,  the MB Note,
the Term Note or the Registration Rights Agreement.

         8. The Borrower  hereby  represents and warrants to Laurus that, to the
best of its knowledge, as of the date hereof all representations, warranties and
covenants  previously made by Borrower in connection with the Revolving Note, MB
Note, the Term Note, the Registration Rights Agreement and the documents related
thereto  are true  correct  and  complete  and all of the  Borrower's  covenants
requirements  contained therein have been materially  satisfied.  As of the date
hereof,  no Event of Default under any Ancillary  Agreements  (as defined in the
Security  Agreement  referred  to in the MB  Note) or  under  the Term  Note has
occurred or is continuing that has not been waived by Laurus.

         9. 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  its  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.


                             ***Signatures follow***
















<PAGE>

         IN WITNESS  WHEREOF,  each of the  Borrower  and Laurus has caused this
Amendment to be signed in its name this 31st day of August, 2004.

                                             INYX, INC.



                                             By:________________________________
                                                Rima Goldshmidt, Vice President


                                             LAURUS MASTER FUND, LTD.


                                             By:________________________________
                                             Name:
                                             Title: