Exhibit 10.28


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  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO INYX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                   AMENDED AND RESTATED CONVERTIBLE TERM NOTE
                   ------------------------------------------

         FOR VALUE RECEIVED,  each of INYX, INC., a Nevada  corporation and INYX
PHARMA,  LTD.,  a  corporation  formed  under the law of England and Wales (each
collectively referred to herein as the "Borrower"), hereby jointly and severally
promise 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 or
successors in interest,  on order, the sum of FIVE MILLION UNITED STATES DOLLARS
(US$5,000,000), together with any accrued and unpaid interest hereon, on October
29, 2006 (the  "Maturity  Date") if not sooner paid. Of such amount,  $4,500,000
was  advanced on October 29,  2003,  and  $500,000 was advanced on May 27, 2004,
when this Note was amended and restated.  The prior  outstanding  Note is hereby
consolidated  herewith,  without  duplication,  and  shall  form a  part  of the
Borrower's  obligation to Holder under this  Convertible  Note.  The  Borrower's
obligations  to Holder  under the that  certain  Secured  Revolving  Note  dated
October  29,  2003  Note  issued  by the  Borrower  to  the  Holder  are  hereby
simultaneously  with the  execution and delivery of this Note by the Borrower to
the Holder irrevocably  extinguished.  This Amended and Restated Note amends and
restates in its entirety  that certain  Convertible  Note of the Borrower to the
Holder  dated as of October 29, 2003 in the  original  principal  amount of Four
Million Five Hundred Thousand Dollars ($4,500,000).

Capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof between the Borrower and the Holder (the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

         1.1 Interest Rate and Payment. Subject to Sections 4.10 and 5.6 hereof,
interest  payable on this Note shall accrue at a rate of seven  percent (7%) per
annum (the "Contract Rate"), subject to adjustment.  On the last business day of
each month hereafter (each a "Determination  Date"),  the Contract Rate shall be
determined as follows:  if (i) the Company shall have  registered  the shares of
the  Company's  common  stock  underlying  the  conversion  of the Note and that
certain warrant issued to Laurus on a registration  statement declared effective
by the SEC, and (ii) the volume  weighted  average  price of the Common Stock as
reported by  Bloomberg,  L.P. on the  principal  market for the 10 trading  days
immediately  preceding a Determination  Date exceeds the then  applicable  Fixed
Conversion  Price in such  percentages  as  outlined  in the  table  below,  the
Contract Rate for the succeeding  calendar month shall automatically be adjusted
as follows:

------------------------------------------------------ -------------------------
100% or less of Applicable Fixed Conversion Price      Contract Rate
------------------------------------------------------ -------------------------
125% of the applicable Fixed Conversion Price          Contract Rate minus 0.25%
------------------------------------------------------ -------------------------
150% of the applicable Fixed Conversion Price          Contract Rate minus 0.50%
------------------------------------------------------ -------------------------
175% of the applicable Fixed Conversion Price          Contract Rate minus 0.75%
------------------------------------------------------ -------------------------


         Interest shall be payable monthly in arrears  commencing on December 1,
2003 on the first day of each  consecutive  calendar month  thereafter  (each, a
"Repayment  Date"),  and  on the  Maturity  Date,  whether  by  acceleration  or
otherwise.

         1.2 Monthly Principal  Payments.  Amortizing  payments of the aggregate
principal  amount  outstanding  under  this  Note at any  time  (the  "Principal
Amount")  shall begin on March 1, 2004 and shall recur on the first calendar day
of  each  succeeding   month  thereafter  until  the  Maturity  Date  (each,  an
"Amortization  Date").  Subject to Section  2.1  below,  beginning  on the first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Repayment Date, each in the sum of $140,625, plus the new amended amount of
$16,667 together with any accrued and unpaid interest to date on such portion of
the  Principal  Amount plus any and all other amounts which are then owing under
this Note but have not been paid (collectively, the "Monthly Amount").

                                   ARTICLE II
                            BORROWER PAYMENT OPTIONS

         2.1 Payment of Monthly  Amount in Cash or Common Stock.  (a) Subject to
the terms hereof,  the Borrower shall have the sole option to determine  whether
to satisfy  payment of the Monthly  Amount on each Repayment Date either in cash
or in shares of  Common  Stock (as  defined  in the  Purchase  Agreement),  or a
combination  of both.  Each  month by the tenth  (10th) day of such  month,  the
Borrower shall deliver to the Holder a written irrevocable notice in the form of
Exhibit B attached hereto electing to pay the Monthly Amount payable on the next
Repayment Date in either cash or Common Stock, or a combination of both (each, a
"Repayment  Election  Notice")  (the date by which such notice is required to be
given  being  hereinafter  referred  to as the  "Notice  Date").  If a Repayment
Election Notice is not delivered to the Holder by the applicable Notice Date for
such Repayment Date, then the Monthly Amount due on such Repayment Date shall be
paid in cash.  Any  portion of the  Monthly  Amount  paid in cash on a Repayment
Date,  shall be paid to the Holder an amount equal to (x) 105% of the  principal
portion of the  Monthly  Amount  plus (y) any  accrued  and unpaid  interest  in
satisfaction  of such  obligation If the Borrower repays all or a portion of the
Monthly Amount in shares of Common Stock, the number of such shares to be issued
for such  Repayment  Date shall be the number  determined  by  dividing  (x) the
portion of the Monthly  Amount to be paid in shares of Common Stock,  by (y) the
Fixed Conversion Price. For purposes hereof,  the "Fixed Conversion Price" means
$0.80 as to $500,000 of the principal  amount hereof,  and $1.00 with respect to
the balance hereof.



                                       2
<PAGE>

         (b) Monthly Amount Common Stock Payment Guidelines. Subject to Sections
2.1 and 2.2 hereof,  if the  Borrower has elected to pay all or a portion of the
Monthly  Amount  due on such  Repayment  Date in shares of Common  Stock and the
closing  price of the  Common  Stock  as  reported  by  Bloomberg,  L.P.  on the
Principal  Market (as  defined in Section  4.7  hereof)  for any of the ten (10)
trading  days  preceding  a  Repayment  Date was  less  than  115% of the  Fixed
Conversion Price,  then the Borrower shall pay in cash instead.  Any part of the
Monthly Amount due on such Repayment Date that the Borrower did not elect to pay
in  shares  of  Common  Stock  shall  be  paid by the  Borrower  in cash on such
Repayment  Date. Any part of the Monthly Amount due on such Repayment Date which
the Borrower  elected to pay in shares of Common Stock but which must be paid in
cash  (because  the closing  price of the Common Stock on one or more of the ten
(10) trading days preceding the applicable  Repayment Date was less than 115% of
the Fixed Conversion  Price) shall be paid within three (3) business days of the
applicable Repayment Date.

         2.2 No Effective Registration. Notwithstanding anything to the contrary
herein,  the Borrower shall not repay any part of its  obligations to the Holder
hereunder  if (i)  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 in connection  with such payment,  or (ii) an Event
of Default  hereunder exists and is continuing,  unless such Event of Default is
cured within any applicable cure period or is otherwise waived in writing by the
Holder in whole or in part at the Holder's option.

         2.3  Optional  Prepayments  in Common  Stock.  Subject to  Section  2.2
hereof, if 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 "Prepayment Call Notice")  requiring the conversion
at the  then  applicable  Fixed  Conversion  Price  of all or a  portion  of the
outstanding principal, interest and fees outstanding under 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  Prepayment  Call Notice
(the  "Prepayment  Call Date").  The Prepayment  Call Date shall be at least ten
(10)  trading  days  following  the date of the  Prepayment  Call  Notice On the
Prepayment  Call Date,  the Borrower  shall  deliver to the Holder  certificates
evidencing  the shares of Common Stock issued in  satisfaction  of the principal
and interest being prepaid.  Notwithstanding the foregoing, the Borrower's right
to issue shares of Common Stock in satisfaction  of its  obligations  under this
Note  shall be  subject  to the  limitation  that the number of shares of Common
Stock issued in connection  with any Prepayment 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 Prepayment Call Date (as such volume is
reported by Bloomberg  L.P.).  If the price of the Common Stock falls below 115%
of the then applicable  Fixed  Conversion  Price during the ten (10) trading day
period immediately preceding the Prepayment 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
Prepayment Call Notice under this Note during any 22-day period.



                                       3
<PAGE>

         Any  principal  amount of this Note which is prepaid  pursuant  to this
Section  2.4 shall be deemed to  constitute  payments of  outstanding  principal
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.

         2.4 Optional  Redemption in Cash.  The Borrower will have the option of
prepaying  all  amounts   outstanding   under  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 or the  Purchase  Agreement  or any Related
Document  (as  defined in the  Purchase  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 be not 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
                                CONVERSION RIGHTS

         3.1 Holder's  Conversion  Rights.  The Holder shall have the right, but
not  the  obligation,  to  convert  all or any  portion  of the  then  aggregate
outstanding  principal amount of this Note,  together with interest and fees due
hereon,  into shares of Common  Stock  subject to the terms and  conditions  set
forth in this Article III. The Holder may exercise such right by delivery to the
Borrower of a written  notice of  conversion  not less than one (1) day prior to
the date upon  which  such  conversion  shall  occur.  The date upon  which such
conversion shall occur is (the "Conversion Date").

         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 Holder may void the Conversion Share
limitation  described  in this  Section  3.2 upon 75 days  prior  notice  to the
Borrower or without any notice requirement upon an Event of Default.

         3.3 Mechanics of Holder's Conversion.  (a) 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



                                       4
<PAGE>

interest  and fees 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.

         (b)  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 Conversion Mechanics.

         (a) The  number  of  shares  of  Common  Stock to be  issued  upon each
conversion  of this Note shall be  determined  by dividing  that  portion of the
principal and interest and fees to be converted, if any, by the Fixed Conversion
Price.  In the event of any  conversions of outstanding  principal  amount under
this Note in part pursuant to this Article III, such conversions shall be deemed
to constitute  conversions of outstanding  principal  amount applying to Monthly
Amounts for the remaining  Repayment  Dates in  chronological  order.  By way of
example,  if the original  principal  amount of this Note is $4,500,000  and the
Holder converted  $150,000 of such original  principal amount prior to the first
Repayment Date,  then (1) the principal  amount of the Monthly Amount due on the
first  Repayment  Date would equal $0, (2) the  principal  amount of the Monthly
Amount  due on the  second  Repayment  Date  would  equal  $131,250  and (3) the
principal amount of the Monthly Amount due on the third Repayment Dates would be
$140,625.

         (b) The Fixed  Conversion  Price and number and kind of shares or other
securities to be issued upon  conversion  is subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

         A. 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
Stock, the Fixed  Conversion Price or the Conversion  Price, as the case may be,
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.



                                       5
<PAGE>

         B. 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.

         C. Share  Issuances.  Subject to the provisions of this Section 3.4, 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 3.4
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

         3.5 Issuance of New Note.  Upon any partial  conversion of this Note, a
new Note  containing  the same date and  provisions  of this Note shall,  at the
request of the Holder, be issued by the Borrower to the Holder for the principal
balance of this Note and interest  which shall not have been  converted or paid.
The Borrower will pay no costs,  fees or any other  consideration  to the Holder
for the production and issuance of a new Note.



                                       6
<PAGE>

                                   ARTICLE IV
                                EVENTS OF DEFAULT

         If an Event of Default (as defined below) occurs and is continuing, the
Borrower's rights under Sections 2.1, 2.3 and 2.4 shall immediately cease and be
of no further effect until such time as the Event of Default has been cured,  or
has been waived by the Holder.  Upon the occurrence and  continuance of an Event
of Default beyond any applicable  grace period,  the Holder may make all sums of
principal,  interest and other fees then  remaining  unpaid hereon and all other
amounts  payable  hereunder  due and payable  within five (5) days after written
notice  from  Holder  to  Borrower  (each  occurrence  being a  "Default  Notice
Period").  In the event of such  acceleration,  the  amount due and owing to the
Holder  shall be 125% of the  outstanding  principal  amount  of the Note  (plus
accrued and unpaid  interest and fees, if any). If, with respect to any Event of
Default other than a payment default described in Section 4.1 below,  within the
Default  Notice  Period the  Borrower  cures the Event of Default,  the Event of
Default  will be deemed to no longer exist and any rights and remedies of Holder
pertaining to such Event of Default will be of no further force or effect.

         The occurrence of any of the following events is an "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 in accordance herewith,  or the Borrower fails to pay when due any amount
due under any other promissory note issued by Borrower.

         4.2 Breach of Covenant.  The Borrower breaches any material covenant or
other term or condition  of this Note or the Purchase  Agreement 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,  in  the  Purchase
Agreement,  or in any Related  Document (as defined in the  Purchase  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 Receiver or Trustee.  The Borrower shall make an assignment for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         4.5 Judgments.  Any money judgment, writ or similar final process shall
be entered or filed  against the Borrower or any of its property or other assets
for more than $250,000,  and shall remain unvacated,  unbonded or unstayed for a
period of ninety (90) days.

         4.6 Bankruptcy. Bankruptcy,  insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower and not
dismissed within forty five (45) days.

         4.7 Stop Trade.  An SEC stop trade order or  Principal  Market  trading
suspension of the Common Stock shall be in effect for 5 consecutive trading 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



                                       7
<PAGE>

the NASD OTC 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.

         4.8 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 Securities Purchase Agreement, or if
required,  a  replacement  Note if such failure to timely  deliver  Common Stock
shall not be cured within two (2) days or such failure to deliver a  replacement
Note is not cured within seven (7) Business Days.

         4.9 Default  under the Related  Agreements.  If any  material  Event of
Default shall have occurred and be continuing under the Related Agreements,  and
such Event of Default shall not be cured within three (3) business days.

                           DEFAULT RELATED PROVISIONS

         4.10 Payment Grace Period. Notwithstanding that the Borrower shall have
a five (5) business day grace period to pay any monetary  amounts due under this
Note or the Purchase Agreement or any Related Document,  a default interest rate
of five percent  (5%) per annum above the then  applicable  Contract  Rate shall
apply to the monetary  amounts due which such  additional  interest shall accrue
from the actual date such payments were due and payable.

4.11 Conversion Privileges. The conversion privileges set forth in Article III
shall remain in full force and effect immediately from the date hereof and until
this Note is paid in full.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 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.

         5.2 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



                                       8
<PAGE>

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 Holder that the Tax
Deduction has been made or (as applicable)  any appropriate  payment paid to the
relevant taxing authority.

         5.3 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

         (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 5.2 and 5.3:  "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 5.2 and/or Section
5.3 hereof;  and (iv) "Tax Credit" means a credit  against,  relief or remission
for, or payment of, any Tax.

         5.4 Notices.  Any notice herein required or permitted to be given shall
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the party  notified,  (b) when sent by  confirmed  telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c) five days after  having been sent by  registered  or  certified  mail,
return receipt requested,  postage prepaid,  or (d) one day after deposit with a
internationally recognized overnight courier, specifying next day delivery, with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection  herewith,  and to the Holder at the address provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,



                                       9
<PAGE>

or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

         5.5 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  issued  pursuant  to Section  3.3
hereof, as it may be amended or supplemented.

         5.6 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 Purchase Agreement.

         5.7  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.

         5.8  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.

         5.9  Security  Interest.  The  holder of this  Note has been  granted a
security  interest in certain  assets of the Borrower more fully  described in a
set of security  documents  governed by the law of England and Wales, each dated
as of October 29, 2003 and forms of which are attached hereto as Exhibit C.

         5.10  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, each Borrower has caused this Convertible Term Note
to be signed in its name effective as of this 27th of May, 2004.

                                             INYX, INC.


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             INYX PHARMA, LTD.


                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


WITNESS:

____________________________















                                       11
<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be  executed  by the Holder in order to convert all or part of the Note into
Common Stock

[Name and Address of Holder]

The  Undersigned  hereby  elects to convert  $_________  of the principal due on
[specify applicable  Repayment Date] under the Amended and Restated  Convertible
Term Note  issued by INYX,  INC.  dated May 27,  2004 by  delivery  of Shares of
Common Stock of INYX, INC. on and subject to the conditions set forth in Article
II of such Note.

1.       Date of Conversion             _______________________

2.       Shares To Be Delivered:        _______________________

Date:____________


                       By:_______________________________
                       Name:_____________________________
                       Title:____________________________







<PAGE>

                                    EXHIBIT B

                            REPAYMENT ELECTION NOTICE

(To be executed by the Borrower in order to pay all or part of a Monthly  Amount
with Common Stock)

[Name and Address of Holder]

INYX, INC. hereby elects to pay $_________ of the Monthly Amount due on [specify
applicable  Repayment Date] under the Amended and Restated Convertible Term Note
issued by INYX, INC. dated May 27, 2004 by delivery of Shares of Common Stock of
INYX,  INC.  on and  subject to the  conditions  set forth in Article II of such
Note.

1.       Fixed Conversion Price: $_______________________

2.       Amount to be paid:      $_______________________

3.       Shares To Be Delivered (2 divided by 1): __________________

Date: ____________                                   INYX, INC.



                                              By:_______________________________
                                              Name:_____________________________
                                              Title:____________________________