Exhibit 10.27.3

                AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
                                 March 30, 2004

         Reference is made to that certain  Registration  Rights Agreement dated
December 30, 2003 as amended by Amendment No. 1 to Registration Rights Agreement
dated  February  27,  2004  (as  amended,  supplemented  or  otherwise  modified
hereafter  the  "Agreement")  made by  INYX,  Inc.,  a Nevada  corporation  (the
"Company")  and  Laurus  Master  Fund,  Ltd.  (the   "Purchaser"  or  "Laurus").
Capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to such terms in the Agreement.

         WHEREAS,  the Company and Laurus have agreed to amend  certain terms of
the Agreement and the Company desires to make such changes; and

         NOW, THEREFORE,  in consideration for the execution and delivery by the
Company of this amendment,  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

         1.       The definition of "Filing Date"  contained in Section 1 of the
                  Agreement is hereby  deleted in its entirety and the following
                  inserted in its stead:

                  "Filing  Date"  means,  with  respect to (1) the  Registration
         Statement  which is required to be filed with respect to the Loans made
         on the initial  funding date,  the date which is thirty (30) days after
         the date hereof,  (2) with respect to each $2,000,000  tranche of Loans
         funded  after the date  hereof,  the date which is forty five (45) days
         after such funding of such additional  $2,000,000 of Loans evidenced by
         a Minimum  Borrowing Note  thereafter and (3) with respect to shares of
         Common Stock  issuable to the Holder as a result of  adjustments to the
         Fixed  Conversion  Price made  pursuant  to Section  2.5 of the Secured
         Convertible  Revolving  Note,  Section 3.5 of the  Secured  Convertible
         Minimum  Borrowing  Notes,  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  such event,  or the
         date of the adjustment of the Fixed Conversion Price."

         2.       The foregoing  amendment shall be effective as of December 30,
                  2003.

         3.       There are no other amendments to the Agreement, and all of the
                  other forms,  terms and provisions of the Agreement  remain in
                  full force and effect.

         4.       The Company  hereby  represents and warrants to Laurus that as
                  of  the  date  hereof  all   representation,   warranties  and
                  covenants made by the Company in connection with the Agreement
                  are  true  correct  and  complete  and  all of  the  Company's
                  covenants requirements have been met.


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         IN WITNESS  WHEREOF,  each of the  Company  and Laurus has caused  this
Amendment No. 2 to Registration Rights Agreement signed in its name effective as
of this 30th day of March, 2004.


                                             INYX, INC.


                                             By:________________________________
                                                Name:
                                                Title:



                                             LAURUS MASTER FUND, LTD.


                                             By:________________________________
                                             Name:
                                             Title: