Exhibit 10.26.4

                      AMENDMENT NO. 1 TO SECURITY AGREEMENT
                                February 27, 2004

         Reference is made to that certain Security Agreement dated December 30,
2003 made by INYX,  Inc., a Nevada  corporation (the "Borrower") in favor 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 (the
"Laurus"") (the "Security Agreement") pursuant to which, among other things, the
Borrower  issued a secured  minimum  borrowing  note in the  original  principal
amount  of One  Million  Dollars  ($1,000,000)  (the " MB  Note")  and a secured
revolving  note in the  original  principal  amount of Two Million  Five Hundred
Thousand  Dollars  ($2,500,000)  (the "Revolving  Note") to Laurus.  Capitalized
terms used herein without  definition  shall have the meanings  ascribed to such
terms in the Security Agreement.

         WHEREAS,  the  Borrower  and Laurus have  agreed to amend the  Security
Agreement  to  change  certain  terms of the MB Note to  increase  the  original
principal amount thereof to Two Million Dollars ($2,000,000) and to increase the
original  principal  amount of the Revolving  Note to Three Million Five Hundred
Thousand Dollars ($3,500,000) and the Borrower desires to make such changes; and

         WHEREAS the Borrower and Laurus agree that on the date hereof $________
is  outstanding  under  the MB Note  and  $________  is  outstanding  under  the
Revolving Note.

         NOW, THEREFORE,  in consideration for the execution and delivery by the
Borrower 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.       Section 2 (a)(i) of the Security  Agreement is hereby  deleted
                  in its entirety and the following inserted in its stead:

                  "2.  Loans.  (a)(i)  Subject to the terms and  conditions  set
         forth  herein and in the  Ancillary  Agreements,  Laurus may make loans
         (the  "Loans") to the Company  from time to time during the Term which,
         in the aggregate at any time outstanding, will not exceed the lesser of
         (x) (I) the Capital  Availability  Amount  minus (II) such  reserves as
         Laurus  may  reasonably  in its good  faith  judgment  deem  proper and
         necessary from time to time (the  "Reserves") or (y) an amount equal to
         (I) the  Accounts  Availability  minus  (II) the  Reserves.  The amount
         derived at any time from  Section  2(a)(i)(y)(I)  minus  2(a)(i)(y)(II)
         shall be referred to as the "Formula Amount". Company shall execute and
         deliver to Laurus on the Closing  Date a Minimum  Borrowing  Note and a
         Secured Revolving Note evidencing the Loans funded on the Closing Date.
         From time to time  thereafter,  Company  shall  execute  and deliver to
         Laurus  immediately  prior  to the  final  funding  of each  additional
         USD$2,000,000  tranche of Loans  (calculated on a cumulative  basis for
         each such tranche) an additional Minimum Borrowing Note evidencing such
         tranche,  in the form of Note  delivered  by  Company  to Laurus on the
         Closing Date. Notwithstanding anything herein to the contrary, whenever
         during the Term the  outstanding  balance on the Revolving  Note should
         equal or  exceed  USD$3,500,000,  to the  extent  that the  outstanding


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         balance on Minimum Borrowing Note shall be less than USD$2,000,000 (the
         difference  of  USD$2,000,000  less the actual  balance of the  Minimum
         Borrowing Note, the "Available Minimum Borrowing"), such portion of the
         balance of the  Revolving  Note as shall  equal the  Available  Minimum
         Borrowing  shall be deemed  to be  simultaneously  extinguished  on the
         Revolving  Note and  transferred  to, and  evidenced  by,  the  Minimum
         Borrowing Note

         2.       Section 2(c) of the Security Agreement is hereby is deleted in
                  its entirety and the following inserted in its stead:


                  "2.2(c)  Minimum  Borrowing   Amount.   After  a  registration
                  statement  registering  the  Registrable  Securities  has been
                  declared  effective  by the SEC,  conversions  of the  Minimum
                  Borrowing  Amount  into the  common  stock of  Company  may be
                  initiated as set forth in the Minimum Borrowing Note. From and
                  after the date upon  which any  outstanding  principal  of the
                  Minimum  Borrowing  Amount (as  evidenced by the first Minimum
                  Borrowing  Note) is  converted  into common  stock (the "First
                  Conversion   Date"),   (i)   corresponding   amounts   of  all
                  outstanding  Loans (not  attributable to the then  outstanding
                  Minimum  Borrowing Amount) existing on or made after the First
                  Conversion Date will be aggregated until they reach the sum of
                  $2,000,000, (ii) Company will issue a new (serialized) Minimum
                  Borrowing  Note  to  Laurus  in  respect  of  such  $2,000,000
                  aggregation,  and  (iii)  Company  shall  prepare  and  file a
                  subsequent  registration  statement  with the SEC to  register
                  shares of its' common stock that will be issued in  accordance
                  with such subsequent Minimum Borrowing Note in accordance with
                  the terms of the Registration Rights Agreement."

         3.       The  definition  of "Minimum  Borrowing  Amount"  contained in
                  Annex A to the  Security  Agreement  is hereby  deleted in its
                  entirety and the following inserted in its stead:

                           "Minimum  Borrowing Amount" means  $2,000,000,  which
                  such aggregate amount shall be evidenced by Minimum  Borrowing
                  Notes."


         4.       The definition of "Revolving Note" contained in Annex A to the
                  Security  Agreement is hereby  deleted in its entirety and the
                  following inserted in its stead:

                           ""Revolving  Note" means that secured  revolving note
                  made by the  Company  in  favor  of  Laurus  in the  aggregate
                  principal  amount of up to Three Million Five Hundred Thousand
                  United States Dollars (USD$3,500,000)."


         5.







         6.       The  foregoing  amendments  shall be  effective as of the date
                  hereof.

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

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


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         IN WITNESS  WHEREOF,  each of the  Borrower  and Laurus has caused this
Amendment No. 1 to Security  Agreement  signed in its name  effective as of this
25th day of February, 2004.


                                             INYX, INC.


                                             By:________________________________
                                                Name:
                                                Title:



                                             LAURUS MASTER FUND, LTD.


                                             By:________________________________
                                                Name:
                                                Title: