Exhibit 10.31

                                      UTEK

                          STRATEGIC ALLIANCE AGREEMENT
________________________________________________________________________________

This Strategic Alliance Agreement is made and entered into this 1st. day of July
2004, by and between Utek Corporation  ("UTK"),  202 South Wheeler Street, Plant
City,  Florida 33566, a Delaware  Corporation,  and INyX, Inc. (IYXI), 825 Third
Avenue, 40th Floor, New York, NY 10022, a Nevada Corporation.

WITNESSETH:

         WHEREAS,  IYXI  desires to engage UTK to provide  the  services  as set
         forth in this Agreement, and

         WHEREAS, UTK is agreeable to provide these services.

         NOW  THEREFORE,  in  consideration  of the mutual  promise made in this
         Agreement,  and for other good and valuable consideration,  the receipt
         and  sufficiency  of which is hereby  acknowledged,  the parties hereto
         agree as follows:

I. ENGAGEMENT
   ----------
IYXI hereby  retains  UTK to provide  those  services as defined  herein and UTK
hereby agrees to the  appointment  on the terms and conditions  hereinafter  set
forth and  agrees to use  commercially  reasonable  efforts  in  providing  said
services.

II. INDEPENDENT CONTRACTOR
    ----------------------

UTK shall be, and in all respects be deemed to be, an independent  contractor in
the performance of its duties hereunder.

         A.       IYXI shall be solely  responsible  for making all  payments to
                  and on  behalf of its  employees  and UTK shall in no event be
                  liable for any debts or other liabilities of.

         B.       UTK shall not have or be deemed to have, fiduciary obligations
                  or duties to, and shall be able to pursue,  conduct  and carry
                  on for its own  account  (or for the  account of others)  such
                  activities,  ventures, businesses and other pursuits as UTK in
                  its sole, absolute and unfettered discretion, may elect.

         C.       Notwithstanding the above, no activity,  venture,  business or
                  other pursuit of UTK,  during the term of this Agreement shall
                  conflict with UTK's obligations under this Agreement.



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III. SERVICES
     --------

UTK agrees to provide the following services,  hereinafter collectively referred
to as "Services":

See Strategic Alliance SUmmary (exhibit a) attached and made a part hereof.

         A.       UTK  shall  devote  such  time  and   efforts,   as  it  deems
                  commercially  reasonable,   under  the  circumstances  to  the
                  affairs  of, as is  reasonable  and  adequate  to  render  the
                  Services contemplated by this Agreement.

         B.       UTK cannot  guarantee  results on behalf of, but shall  pursue
                  all  reasonable  avenues  available  through  its  network  of
                  contacts. The acceptance and consumption of any transaction is
                  subject to  acceptance  of the terms and  conditions by in its
                  sole discretion.

         C.       In conjunction with the Services, UTK agrees to:

                  1.       Make itself available at the offices of or at another
                           mutually  agreed upon place,  during normal  business
                           hours,  for  reasonable  periods of time,  subject to
                           reasonable  advance  notice and  mutually  convenient
                           scheduling.

                  2.       Make itself available for telephone  conferences with
                           the principal  officer(s)  of during normal  business
                           hours.

IV. EXPENSES
    --------

It is expressly  agreed and understood  that each party shall be responsible for
its own normal and reasonable out-of-pocket expenses.

V. COMPENSATION
   ------------

         A. In consideration for the services, agrees that UTK shall be entitled
         to compensation as follows:

See Strategic  Alliance  CONFIDENTIAL TERM SHEET (exhibit a) attached and made a
part hereof.


VI. TERM AND TERMINATION
    --------------------

The term of the Agreement will be for 12 months unless terminated  sooner.  This
Agreement may be renewed upon mutual,  written agreement of the parties.  Either
party may terminate this agreement at any time with 30 days written notice.

VII. LEGAL COMPLIANCE
     ----------------

IYXI agrees that it will put in place,  if it has not already done so,  policies
and procedures  relating to and  addressing,  with the  commercially  reasonable
intent  to  ensure  compliance  with,  applicable  securities  laws,  rules  and
regulations, including, but not limited to:



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         A.       The use,  release  or  other  publication  of  forward-looking
                  statements.

         B.       Disclosure  requirements  regarding the required disclosure of
                  the nature and terms of UTK's  relationship  with,  including,
                  but not  limited to press  releases,  publications  on its web
                  site,  letters to investors  and  telephone or other  personal
                  communication with potential or current investors.

         C.       No press releases or any other forms of communication to third
                  parties, which mention both UTK CORPORATION and IYXI, shall be
                  released  without the prior  written  consent and  approval of
                  both UTK and IYXI.

         D.       EXECUTION.  The  execution,  delivery and  performance of this
                  Agreement,  in the time and manner herein  specified  will not
                  conflict with,  result in a breach of, or constitute a default
                  under any existing agreement,  indenture,  or other instrument
                  to which  either  IYXI or UTK is a party  or by  which  either
                  entity may be bound or affected.

         E.       TIMELY APPRISALS.  IYXI shall use its commercially  reasonable
                  efforts to keep UTK up to date and  apprised of all  business,
                  market and legal developments  related to and its relationship
                  to UTK.

         F.       CORPORATE  AUTHORITY.  Both  IYXI  and  UTK  have  full  legal
                  authority to enter into this Agreement and perform the same in
                  the time and manner contemplated.

         G.       The individuals  whose signatures  appear below are authorized
                  to  sign  this   Agreement  on  behalf  of  their   respective
                  corporations.

         H.       IYXI will  cooperate  with UTK and will  promptly  provide UTK
                  with all  pertinent  materials and  requested  information  in
                  order  for  UTK to  perform  its  Services  pursuant  to  this
                  Agreement.

         I.       When delivered,  the shares of IYXI Common Stock shall be duly
                  and validly issued, fully paid and non-assessable.

         J.       UTK represents to IYXI that a) it has the experience as may be
                  necessary to perform all the required Services b) all Services
                  will  be  performed  in a  professional  manner,  and  c)  all
                  individuals  it  provides  to  perform  the  Services  will be
                  appropriately  qualified and subject to appropriate agreements
                  concerning  the  protection of trade secrets and  confidential
                  information  of which such persons may have access to over the
                  term of this Agreement.

         K.       Until  termination  of the  engagement,  IYXI will  notify UTK
                  promptly of the occurrence of any event which might materially
                  affect the condition (financial or otherwise), or prospects of
                  this Agreement.

         L.       This Agreement  shall be  interpreted  in accordance  with the
                  laws of New York  State and both  parties  consent to New York
                  State as the forum.


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VIII. CONFIDENTIAL DATA
      -----------------

         A.       UTK  shall  not  divulge  to  others,   any  trade  secret  or
                  confidential  information,  knowledge,  or data  concerning or
                  pertaining  to the business  and affairs of IYXI,  obtained by
                  UTK  as  a  result  of  its   engagement   hereunder,   unless
                  authorized,  in writing by IYXI.  UTK  represents and warrants
                  that it has established  appropriate  internal  procedures for
                  protecting the trade secrets and confidential  information of,
                  IYXI including, without limitation, restrictions on disclosure
                  of such  information to employees and other persons who may be
                  engaged in such information to employees and other persons who
                  may be engaged in  rendering  services to any person,  firm or
                  entity which may be a competitor of.

         B.       IYXI  shall  not  divulge  to  others,  any  trade  secret  or
                  confidential  information,  knowledge,  or data  concerning or
                  pertaining  to the  business  and affairs of UTK obtained as a
                  result of its  engagement  hereunder,  unless  authorized,  in
                  writing, by UTK.

         C.       UTK shall not be required in the  performance of its duties to
                  divulge to IYXI, or any officer,  director,  agent or employee
                  of IYXI, any secret or confidential information, knowledge, or
                  data concerning any other person,  firm or entity  (including,
                  but not limited to, any such person,  firm or entity which may
                  be a competitor or potential competitor of) which UTK may have
                  or  be  able  to  obtain   other  than  as  a  result  of  the
                  relationship established by this Agreement.

IX. OTHER MATERIAL TERMS AND CONDITIONS
    -----------------------------------

         A.       INDEMNITY.
                  1.       UTK shall  indemnify,  defend and hold  harmless IYXI
                           from and against any and all losses  incurred by IYXI
                           which arise out of or result from  misrepresentation,
                           breach of warranty or breach or non-  fulfillment  of
                           any covenant  contained  herein or Schedules  annexed
                           hereto  or in  any  other  documents  or  instruments
                           furnished  by UTK  pursuant  hereto or in  connection
                           with this Agree

                  2.       IYXI shall  indemnify,  defend and hold  harmless UTK
                           from and against  any and all losses  incurred by UTK
                           which arise out of or result from  misrepresentation,
                           breach of  warranty or breach or  non-fulfillment  of
                           any covenant  contained  herein or Schedules  annexed
                           hereto  or in  any  other  documents  or  instruments
                           furnished by IYXI  pursuant  hereto or in  connection
                           with this Agreement.

         B.       PROVISIONS.   Neither   termination   nor  completion  of  the
                  assignment shall affect the provisions of this Agreement,  and
                  the Indemnification  Provisions that are incorporated  herein,
                  which shall remain operative and in full force and effect.

         C.       ADDITIONAL INSTRUMENTS. Each of the parties shall from time to
                  time,  at the  request of  others,  execute,  acknowledge  and
                  deliver  to the other  party any and all  further  instruments
                  that may be reasonably  required to give full effect and force
                  to the provisions of this Agreement.

         D.       ENTIRE  AGREEMENT.  Each of the parties hereby  covenants that
                  this  Agreement,  is intended  to and does  contain and embody
                  herein all of the understandings and agreements,  both written



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                  or oral,  of the parties  hereby  with  respect to the subject
                  matter  of this  Agreement,  and  that  there  exists  no oral
                  agreement or  understanding  expressed  or implied  liability,
                  whereby the absolute,  final and  unconditional  character and
                  nature  of this  Agreement  shall  be in any way  invalidated,
                  empowered   or   affected.   There  are  no   representations,
                  warranties or covenants other than those set forth herein.

         E.       ASSIGNMENTS.  The benefits of the Agreement shall inure to the
                  respective successors and assignees of the parties and assigns
                  and  representatives,  and  the  obligations  and  liabilities
                  assumed  in this  Agreement  by the  parties  hereto  shall be
                  binding upon their respective successors and assigns; provided
                  that the rights and  obligations  of UTK under this  Agreement
                  may not be assigned  or  delegated  without the prior  written
                  consent  of IYXI and any such  purported  assignment  shall be
                  null and void.  Notwithstanding the foregoing,  UTK may assign
                  this Agreement or any portion of its  Compensation as outlined
                  herein to its subsidiaries in its sole discretion.

         F.       ORIGINALS.  This  Agreement  may be  executed in any number of
                  counterparts,  each of which so  executed  shall be  deemed an
                  original and constitute one and the same agreement.

         G.       ADDRESSES  OF PARTIES.  Each party shall at all times keep the
                  other informed of its principal place of business if different
                  from that stated herein,  and shall promptly  notify the other
                  of any change, giving the address of the new place of business
                  or residence.

         H.       NOTICES.  All notices  that are  required to be or may be sent
                  pursuant to the provision of this  Agreement  shall be sent by
                  certified  mail,  return  receipt  requested,  or by overnight
                  package  delivery  service  to  each  of  the  parties  at the
                  addresses  appearing herein,  and shall count from the date of
                  mailing or the validated air bill.

         I.       MODIFICATION  AND WAVIER.  A modification  or waiver of any of
                  the  provisions of this  Agreement  shall be effective only if
                  made in writing and executed  with the same  formality as this
                  Agreement.  The  failure  of any party to insist  upon  strict
                  performance of any of the  provisions of this Agreement  shall
                  not be construed as a waiver of any subsequent  default of the
                  same or similar nature or of any other nature.

         J.       Injunctive  RELIEF.  Solely  by  virtue  of  their  respective
                  execution  of  this  Agreement  and in  consideration  for the
                  mutual  covenants  of each other,  IYXI and UTK hereby  agree,
                  consent and acknowledge  that, in the event of a breach of any
                  material term of this Agreement,  the non-breaching party will
                  be without  adequate  remedy-at-law  and shall  therefore,  be
                  entitled to  immediately  redress any material  breach of this
                  Agreement by temporary  or permanent  injunctive  or mandatory
                  relief  obtained in an action or proceeding  instituted in any
                  court of  competent  jurisdiction  without  the  necessity  of
                  proving  damages and without  prejudice to any other  remedies
                  which the non-breaching party may have at law or in equity.

         K.       ATTORNEY'S FEES. If any arbitration, litigation, action, suit,
                  or other proceeding is instituted to remedy, prevent or obtain
                  relief  from a breach  of this  Agreement,  in  relation  to a
                  breach of this  Agreement or pertaining  to a  declaration  of



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                  rights under this Agreement, the prevailing party will recover
                  all such party's  attorneys'  fees  incurred in each and every
                  such action,  suit or other proceeding,  including any and all
                  appeals or petitions  there from.  As used in this  Agreement,
                  attorneys'  fees will be deemed to be the full and actual cost
                  of any legal services  actually  performed in connection  with
                  the matters involved, including those related to any appeal to
                  the enforcement of any judgment calculated on the basis of the
                  usual fee charged by attorneys performing such services.



APPROVED AND AGREED:

UTEK CORPORATION                                    INyX, INC.
assively TER Technologies, Inc.

By:  /s/ Doug Schaedler                             By:  /s/ Dr. Jack Kachkar
   -------------------------                           -------------------------
   Doug Schaedler                                      Dr. Jack Kachkar
   Vice President                                      Chairman & CEO



















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                                    Exhibit A


                             CONFIDENTIAL TERM SHEET

Proposed strategic alliance Between

UTEK Corporation (UTK) & INyX Inc. (IYXI)
________________________________________________________________________________

Statement of Work: To identify  technology  acquisition  opportunities for INyX,
Inc. from research  universities  and government  laboratories.  A first step in
this  process is the  development  of a  Technology  Acquisition  Profile.  Once
completed,  we will  identify and present  technologies  that meet this profile.
While conducting our search we will maintain the confidentiality of IYXI.


Term: The term of the Agreement will be for 12 months unless terminated  sooner.
This  Agreement  may be renewed upon mutual,  written  agreement of the parties.
Either  party may  terminate  this  agreement  at any time with 30 days  written
notice.

Services:         UTK agrees to provide the following distinct services to IYXI:

                  i.       Identify    synergistic   new    technologies    from
                           universities  and  government  laboratories  to  help
                           provide IYXI with an enhanced new product pipeline.


                  ii.      Review technology acquisition  opportunities for IYXI
                           while maintaining IYXI's confidentiality.


                  iii.     Present  technology  acquisition   opportunities  for
                           IYXI.  IYXI will have  30-days to  determine  if they
                           want to go forward with the  technology  license.  a.
                           UTK after 30 days shall have the right to present the
                           technology to other clients.


                  iv.      IYXI  acknowledges  that the sources of  technologies
                           represented   by   UTEK   are  3rd   party   research
                           institutions  for which UTEK does not control whether
                           the technology  will be shown to other parties by the
                           licensor.


                  v.       At IYXI's  request,  UTK will  prepare,  and  compile
                           additional   information   regarding  the  technology
                           acquisition opportunities for IYXI.




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                  vi.      At IYXI's request and upon mutual  agreement  between
                           IYXI and UTK, UTK will  negotiate and seek to acquire
                           a license to the requested  technology for subsequent
                           sale to and acquisition by IYXI.


                  vii.     On a case-by-case  basis, at IYXI's request and UTK's
                           sole discretion, UTK will propose an equity-financing
                           plan for  IYXI's  consideration,  to  finance  select
                           technology acquisition opportunities for IYXI's.


                  viii.    IYXI  will  not  seek  to  acquire  any  technologies
                           presented to IYXI by UTK directly from the technology
                           developer  for a period  of 24 months  following  the
                           termination of this Strategic Alliance agreement.

                  ix.      The  compensation  quotation  is valid  for  projects
                           authorized  and initiated  within 30 days of the date
                           of this term sheet.



COMPENSATION


In consideration for providing these Services,  IYXI shall pay UTK $30,000 worth
of  unregistered  shares of common stock  (31,579  shares) upon the execution of
this Strategic Alliance Agreement.  1/3rd of the shares (10,526) shall vest each
month during the term of this Agreement.

After the initial 3 month period an  additional  $90,000  worth of  unregistered
shares of common  stock  (94,737  shares)  will be paid to UTK with 1/9th of the
shares (10,526) vesting each month.

If this Agreement is terminated any unvested shares will be returned to IYXI.

Utek will pay IYXI $10,000 per IYXI introduced technology that UTK places in its
directory.  UTK has full  discretion  on what it places in its  directory and is
under no obligation to place any IYXI  introduced  technologies in its directory
throughout the term of this Agreement.  If IYXI introduced  technology is placed
in the UTK directory and then subsequently  transferred to another company, IYXI
will gain additional compensation in the form of 5%-10% of the restricted shares
that UTK receives in the  purchasing  firm as  compensation  for the sale of the
IYXI introduced technology.

Approved by:



By: /s/ Doug Schaedler                       By: /s/ Dr. Jack Kachkar
------------------------------                  --------------------------------
UTEK Corporation                                INyX, Inc.
Doug Schaedler, Vice President                  Dr. Jack Kachkar, Chairman & CEO


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