Exhibit 10.32


                           PATENTS PURCHASE AGREEMENT

This Patents Purchase  Agreement (this  "Agreement") is made and entered into as
of September 21, 2004 (the "Effective Date') between


INyX,  Inc.  , a company  incorporated  under the laws of the state of New York,
having its  principal  offices in 825,  Third Avenue,  40th Floor,  New York, NY
10022, USA hereinafter referred to as "INyX",

and

PHARES  PHARMACEUTICAL  RESEARCH N.V. a company organised and existing under the
laws of the  Netherlands  Antilles  having its principal  office at  Emancipatie
Boulevard  31,  Curacao,  Netherlands  Antilles,   hereinafter  referred  to  as
"Phares".


1 DEFINITIONS

1.1 "Patent Rights" means the patents listed in Exhibit A attached hereto.

1.2  "Transfer"  means the  transfer  of the Patent  Rights  into the  exclusive
ownership  of INyX by means of amending  ownership  of the Patent  Rights at the
respective patent offices.

1.3 "Updating" means any new patent filings emanating from research commissioned
by INyX to Phares in the field of inhalation.


2 TRANSFER

2.1 INyX has  conducted  under  the  terms of a Letter  of  Intent  between  the
Parties,  dated July 21, 2004, due diligence and testing and INyX has determined
that it will purchase the Patent Rights.

2.2 Phares hereby sells and transfers to INyX all of Phares's  right,  title and
interest in the Patent Rights.

2.3 Each party hereby  agrees to execute such  documents  and to take such other
actions as shall be necessary and  appropriate to effectuate the Transfer of the
Patent Rights.


3 REPRESENTATIONS AND WARRANTIES

Phares and INyX, (both hereinafter  referred to as "Parties') make the following
representations and warranties:

3.1 Phares warrants to provide all necessary  support to INyX in relation to the
Updating the Patent Rights.

3.2 INyX shall bear the cost for Transfer of the Patent  Rights and  maintenance
of the Patent Rights.

3.3 Phares warrants that it has sufficient  right and title to enter into and to
perform its obligations  under this Agreement.  Except as expressly set forth in
this Agreement,  the Parties  disclaim all warranties of any nature,  express or
implied,   including   without   limitation   warranties  for   merchantability,
non-infringement and fitness for a particular purpose.

<PAGE>

4 TECHNOLOGY TRANSFER

4.1 Phares and INyX will timely cooperate in the filing and execution of any and
all  documents  necessary to  effectuate  the Transfer no later than 1st October
2004.


5 PATENT MAINTENANCE AND PROSECUTION RESPONS IBILITIES

5.1 INyX may, but shall not be required to,  prosecute any alleged  infringement
or threatened infringement of any transferred Patent Rights of which it is aware
or which is brought to its attention,  INyX shall act in its own name and at its
own expense.


6 INDEMNITY

6.1 Each party will  indemnify,  save,  defend and hold the other  party and its
agents,  directors  and  employees  harmless from and against any and all suits,
claims,  actions,  demands,  liabilities,  expenses,  including reasonable legal
expense and attorneys fees,  resulting from  activities  under this Agreement by
the first mentioned party or its sub- licensees.


7 CONSIDERATION

7.1 In consideration for Transfer of the Patent Rights according to article 2.1.
of this  Agreement,  INyX  shall pay to Phares  the sum of Euros  70,000  (Euros
seventy thousand).  50% of this sum is payable at signing of this Agreement, the
remaining 50% within 30 days from receipt of the invoice.

7.2 In  consideration  for  the  Updating  according  to  article  3.1.  of this
Agreement,  INyX shall pay to Phares the  one-time  sum of Euros  45,000  (Euros
forty five thousand) in the aggregate for the patent  applications  arising from
the Updating, with 25% to be paid on filing and 75% to be paid on approval.

7.3 In  consideration  of the  management  and  administration  cost accruing at
Phares for the Transfer, INyX shall pay to Phares the sum of Euros 10,000 (Euros
ten thousand).

7.4 All Payments for the  considerations  under  articles 7.2. and 7.3. shall be
made within 30 days from receipt of the  respective  invoice to the bank account
as designated by Phares.


8. MISCELLANEOUS

8.1.  If any  provision  of this  Agreement  shall be  adjudged  by any court of
competent jurisdiction to be non-enforceable or invalid, that provision shall be
limited or eliminated to the minimum extent  necessary to continue to effect the
intent of the parties,  and this Agreement shall otherwise  remain in full force
and effect and enforceable.

8.2.  This  Agreement  shall be governed by the laws of England and Wales.  This
Agreement is the complete and exclusive statement of the mutual understanding of
the parties and supersedes and cancels all previous  written and oral agreements
and communications relating to the subject matter of this Agreement.


<PAGE>

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first indicated above.


INYX, Inc.                          PHARES PHARMACEUTICAL RESEARCH N.V.

By: __________________________      By: __________________________


Title:                              Title:

By: __________________________      By: __________________________


Title:                              Title:





Exhibit 1:
Patent Rights

     1.   Inhalation Patent no. EP00309464 (06/05/87),  Expiry 06/06/2007 Title:
          "Methods of preparing proliposome dispersions and aerosoIs",  covering
          Great Britain, Germany, Netherlands, Sweden, Switzerland

     2.   Inhalation  Patent No. JP 2 779 165 B2 (05 June 1987) Expiry:  05 June
          2007  Title:   "Membrane   lipid   composition   and  method  for  its
          preparation"

     3.   Inhalation Patent no. US5141674  (08/25/1992) Expiry 25/08/2009 Title:
          "Methods of preparing proliposome dispersions and aerosols"