INYX INC
CHARGE OVER SHARES
<DOCUMENT>
<TYPE>EX-10.18.6
<SEQUENCE>8
<FILENAME>inyx8kex10186102903.txt
<DESCRIPTION>CHARGE OVER SHARES
<TEXT>

                                                                 Exhibit 10.18.6

THIS CHARGE OVER SHARES dated     29th  October 2003 is made as a deed

BETWEEN

1.       INYX, INC.  (incorporated  in Nevada,  United States of America) of 9th
         Floor, 801 Brickell Avenue, Miami, Florida 33131, the "Chargor"

AND

2.       LAURUS MASTER FUND,  LTD.  (incorporated  in The Cayman Islands) of c/o
         Ironshore Corporate Services Ltd, P.O. Box 1234 G.T., Queensgate House,
         South Church  Street,  Grand Cayman,  Cayman Islands  ("Laurus",  which
         expression includes its successors in title and assigns).

NOW THIS DEED WITNESSES  as follows:-

1.       Interpretation

1.1      Definitions

         In this deed:-

         "Business Day" means a day (other than a Saturday or a Sunday) on which
         banks are open for business in London and New York.

         "Charge" means all or any of the Security created,  or which may at any
         time be created, by or pursuant to this deed.

         "Charged  Property" means the Original  Shares,  any Further Shares and
         any Derived Assets. It does not include any Stiefel Shares.

         "Delegate"  means a delegate  or  sub-delegate  appointed  pursuant  to
         clause 11.3.

         "Derived  Assets"  means  all  Shares,  rights or other  property  of a
         capital nature which accrue or are offered,  issued or paid at any time
         (by  way  of   bonus,   rights,   redemption,   conversion,   exchange,
         substitution,  consolidation, subdivision, preference, warrant, option,
         purchase or otherwise) in respect of:-

         (A)      the Original Shares; or

         (B)      any Further Shares; or

         (C)      any  Shares,  rights or other  property  previously  accruing,
                  offered, issued or paid as mentioned in this definition.

<PAGE>
                                       2




         "Dividends"  means all  dividends,  interest  and other  income paid or
         payable in respect of the Original  Shares,  any Further  Shares or any
         Derived Assets.

         "Event of Default" has the meaning given to that  expression in Article
         IV of the Note.

         "Further  Shares" means all Shares (other than the Original  Shares and
         any Shares  comprised  in any  Derived  Assets)  which the  Chargor and
         Laurus may at any time agree  shall be subject to the  Charge.  It does
         not include any Stiefel Shares.

         "LPA" means the Law of Property Act 1925.

         "Note" means the  Convertible  Term Note signed on or about the date of
         this  document by which each of the  Chargor  and Inyx  Pharma  Limited
         jointly and severally promise to pay Laurus the sum of US $4,500,000 on
         and subject to the terms and conditions therein set out.

         "Original Shares" means the Shares listed in schedule 1.

         "Proceedings" means any proceeding, suit or action arising out of or in
         connection with this deed.

         "Rights"  means  rights,  benefits,  powers,  privileges,  authorities,
         discretions and remedies (in each case, of any nature whatsoever).

         "Secured Liabilities" means

         (a)      each and every present and future  obligation and liability of
                  the Chargor  (whether  actual or  contingent  and whether owed
                  jointly or  severally  or in any other  capacity  whatever and
                  whether  direct  or  owed  by  contribution  or  indemnity  or
                  otherwise  howsoever)  which is, or is expressed to be, or may
                  become,  due,  owing or payable to Laurus  upon any banking or
                  trading account or otherwise,  and whether or not Laurus shall
                  have been an original party to the relevant transaction, under
                  any Security Document;

         (b)      all interest, costs,  commissions,  fees and other charges and
                  expenses which are, or are expressed to be, or may become due,
                  owing or  payable  by the  Chargor  at any time to  Laurus  in
                  respect of any Security Document; and

         (c)      all legal and other costs,  charges and expenses  which Laurus
                  may incur in enforcing or obtaining,  or attempting to enforce
                  or  obtain,  payment  of any  obligation,  liability  or money
                  referred to in paragraphs (a) and (b) above.

         "Security"   includes   any   mortgage,   fixed  or  floating   charge,
         encumbrance,   lien,  pledge,  hypothecation,   assignment  by  way  of
         security,  or title  retention  arrangement  (other  than in respect of

<PAGE>
                                       3


         goods purchased in the ordinary  course of trading),  and any agreement
         or  arrangement  having  substantially  the same  economic or financial
         effect as any of the  foregoing  (including  any "hold back" or "flawed
         asset" arrangement).

         "Security  Documents" means the Note,  Related Agreements (as that term
         is defined in the Purchase Agreement defined in the Note) and any other
         documents pursuant to which the Company may at any time incur liability
         to  Laurus  in  respect  of any  borrowing,  financing  arrangement  or
         otherwise.

         "Shares" means stocks,  shares and other securities of any kind of Inyx
         Pharma Limited.

         "Stiefel  Note" means the 6%  convertible  promissory  note due 6 March
         2007,  dated 6 March 2003 and made  between  Inyx  Pharma  Limited  and
         Stiefel Laboratories, Inc.

         "Stiefel Shares" means:

         (a)      any shares (not  exceeding 20% of the  Company's  total issued
                  share capital at any time) issued or that may be issued in the
                  future  by Inyx  Pharma  Limited  or the  Chargor  under or in
                  accordance with the Stiefel Note:

         (b)      any Rights attaching to such Shares; and

         (c)      any Derived  Assets  deriving from such Stiefel Shares so long
                  as the percentage of the Company's  total issued share capital
                  at any time represented by Stiefel Shares does not exceed 20%.

         "Tax" includes any present or future tax, levy,  impost,  duty, charge,
         fee,  deduction  or  withholding  of any  nature,  and any  interest or
         penalty in respect thereof.

         "Working Hours" means 9.30 a.m. to 5.30 p.m. on a Business Day.


1.2      References and Construction

         (A)      In this deed, unless otherwise specified:-

                  (i)      references to clauses and schedules are to clauses of
                           and schedules to this deed;

                  (ii)     headings to clauses are for convenience  only and are
                           to be ignored in construing this deed;

                  (iii)    references to a "person" are to be construed so as to
                           include any individual,  firm,  company,  government,
                           state  or  agency  of a  state,  local  or  municipal
                           authority,  or  any  joint  venture,  association  or
                           partnership  (whether  or not having  separate  legal
                           personality);


<PAGE>
                                       4


                  (iv)     references  to a "company"  are to be construed so as
                           to include  any  company,  corporation  or other body
                           corporate,   wherever  and  however  incorporated  or
                           established;

                  (v)      references to any statute or statutory  provision are
                           to be  construed as a reference to the same as it may
                           have  been,  or may from  time to time  be,  amended,
                           modified or re-enacted, and include references to all
                           bye-laws, instruments, orders and regulations for the
                           time  being  made  thereunder  or  deriving  validity
                           therefrom; and

                  (vi)     an Event of  Default  is  "continuing"  if it has not
                           been remedied or waived.

         (B)      Except to the extent that the context otherwise requires,  any
                  reference  in this  deed to  "this  deed" or any  other  deed,
                  agreement or instrument is a reference to this deed or, as the
                  case may be, the relevant  deed,  agreement or  instrument  as
                  amended,  supplemented,  replaced or novated from time to time
                  and  includes  a  reference  to  any  document  which  amends,
                  supplements,  replaces,  novates or is entered  into,  made or
                  given  pursuant to or in  accordance  with any of the terms of
                  this deed or, as the case may be, the relevant deed, agreement
                  or instrument.

1.3      Stiefel Note and Stiefel Shares

         Notwithstanding  any other provision of this Deed, this Deed is entered
         into subject to the  provisions  of the Stiefel  Note.  Nothing in this
         Deed creates, now or the future, any Security or affects in any way the
         rights or  obligations of Inyx Pharma  Limited,  the Chargor or Stiefel
         Laboratories,  Inc.  under or  concerning  any  Stiefel  Shares  or the
         Stiefel Note.

2.       Covenant to Pay

         The  Chargor  covenants  with Laurus to pay and  discharge  all Secured
         Liabilities  at  the  time  or  times  when,  and in  the  currency  or
         currencies  in which,  the same are  expressed to be payable  under the
         Note, this deed or, as the case may be, any other document  relating to
         the Secured Liabilities.

3.       Charge

         The Chargor,  with full title guarantee and as continuing  security for
         the payment and discharge of all Secured  Liabilities,  charges all its
         Rights,  title and  interest in and to the  Charged  Property by way of
         first fixed charge in favour of Laurus.

<PAGE>
                                       5


4.       Covenant to Deposit and Further Assurances

4.1      Original Shares and Further Shares

         The Chargor shall,  immediately after the execution of this deed in the
         case of the  Original  Shares,  and  within two  Business  Days of each
         occasion on which  Laurus and the Chargor  agree that any Shares  shall
         become Further Shares, deposit with Laurus:-

         (A)      all  share   certificates,   documents   of  title  and  other
                  documentary  evidence of ownership in relation to such Shares;
                  and

         (B)      transfers  of such Shares duly  executed by the Chargor or its
                  nominee  with the name of the  transferee  left  blank  or, if
                  Laurus  so  requires,  duly  executed  by the  Chargor  or its
                  nominee in favour of Laurus (or Laurus'  nominee) and stamped,
                  and such other  documents as the may require to enable  Laurus
                  (or Laurus'  nominee) or, after the  occurrence of an Event of
                  Default that is continuing,  any purchaser to be registered as
                  the owner of, or  otherwise  to obtain  legal  title to,  such
                  Shares.

4.2      Derived Assets

         The Chargor shall, to the extent possible,  deliver or pay to Laurus or
         procure the delivery or payment to Laurus of:

         (A)      all  such   Derived   Assets   or  the   share   certificates,
                  renounceable certificates,  letters of allotment, documents of
                  title and other documentary  evidence of ownership in relation
                  to them; and

         (B)      transfers of any Shares  comprised in such Derived Assets duly
                  executed by the  Chargor or its  nominee  with the name of the
                  transferee  left blank or, if Laurus so requires  following an
                  Event of Default  that is  continuing,  duly  executed  by the
                  Chargor  or its  nominee  in  favour  of  Laurus  (or  Laurus'
                  nominee) and stamped,  and such other  documents as Laurus may
                  require to enable  Laurus (or Laurus'  nominee)  or, after the
                  occurrence  of an Event of  Default  that is  continuing,  any
                  purchaser  to be  registered  as the owner of, or otherwise to
                  obtain  legal title to, the Shares  comprised  in such Derived
                  Assets, within 10 Business Days of their creation.

                  This clause 4.2 (Derived  Assets) does not apply to nor affect
                  any Stiefel Shares in any way.

4.3      Further Assurances

         In addition to and without prejudice to anything else contained in this
         deed, the Chargor shall, at the reasonable request of Laurus but at its

<PAGE>
                                       6


         own  cost,  promptly  execute  and  do  all  such  deeds,  instruments,
         transfers, renunciations, proxies, notices, documents, assurances, acts
         and  things  in such form as  Laurus  may from time to time  reasonably
         require:

         (A)      for  perfecting,  preserving or  protecting  the Charge or the
                  priority of the Charge; and

         (B)      for facilitating the realisation of the Charge or the exercise
                  of any Rights vested in Laurus.

         The  obligations  of the  Chargor  under  this  clause  4.3 shall be in
         addition  to and not in  substitution  for the  covenants  for  further
         assurance  deemed to be  included  in this deed by virtue of the Law of
         Property (Miscellaneous Provisions Act) 1994.

5.       Representations and Warranties

         The Chargor represents and warrants to Laurus that:-

         (A)      it is the sole  legal  and  beneficial  owner  of the  Charged
                  Property;

         (B)      no Security  (other  than the Charge)  exists on, over or with
                  respect to any of the Charged Property;

         (C)      it has not sold, transferred,  lent, assigned, parted with its
                  interest in,  disposed of, granted any option in respect of or
                  otherwise dealt with any of its Rights,  title and interest in
                  and  to  the  Charged  Property,  or  agreed  to do any of the
                  foregoing (otherwise than pursuant to this deed);

         (D)      the  Original  Shares,  any  Further  Shares  and  any  Shares
                  comprised in any Derived Assets (excluding the Stiefel Shares)
                  are  fully  paid  and  there  are  no  moneys  or  liabilities
                  outstanding in respect of any of the Charged Property;

         (E)      the  Original  Shares,  any  Further  Shares  and  any  Shares
                  comprised in any Derived Assets (excluding the Stiefel Shares)
                  have been duly authorised and validly issued and are free from
                  any restrictions on transfer or rights of pre-emption;

         (F)      the Original  Shares,  together  constitute  the entire issued
                  share capital of Inyx Pharma Limited;

         (G)      it has the power to enter  into,  and  perform and comply with
                  its obligations under, this deed, and to create the Charge;

         (H)      all  actions,  conditions  and  things  required  to be taken,
                  fulfilled and done  (including  the obtaining of any necessary
                  consents) in order to,

<PAGE>
                                       7


                  (i)      enable it  lawfully  to enter  into,  and perform and
                           comply with its obligations under, this deed,

                  (ii)     ensure  that  those  obligations  are  valid,  legal,
                           binding and enforceable,

                  (iii)    permit the  creation  of the  Charge and ensure  that
                           (subject to all necessary registrations thereof being
                           made)  the  Charge  is a valid,  legal,  binding  and
                           enforceable  first  fixed  charge  over  the  Charged
                           Property  ranking in priority to the interests of any
                           secured or unsecured creditor of the Chargor, and

                  (iv)     make this deed  admissible  in evidence in the courts
                           of England.

                  have been taken fulfilled and done.

         (I)      the obligations of the Chargor under this deed and (subject to
                  all necessary registrations thereof being made) the Charge are
                  and will be until fully discharged valid,  legal,  binding and
                  enforceable  and the Charge  constitutes  a first fixed charge
                  over the Charged Property ranking in priority to the interests
                  of any secured or unsecured creditor against the Chargor.

6.       Covenants

         The Chargor shall:-

         (A)      not  create,  attempt  to  create or  permit  to  subsist  any
                  Security  (other than the Charge) on, over or with  respect to
                  any of the Charged Property;

         (B)      not sell,  transfer,  lend, assign, part with its interest in,
                  dispose of, grant any option in respect of or  otherwise  deal
                  with  any of its  Rights,  title  and  interest  in and to the
                  Charged  Property,  or  agree  to  do  any  of  the  foregoing
                  (otherwise than pursuant to this deed);

         (C)      not  take or omit to take any  action  which  act or  omission
                  could  adversely  affect or  diminish  the value of any of the
                  Charged Property;

         (D)      ensure that the Original  Shares,  any Further  Shares and any
                  Shares comprised in any Derived Assets  (excluding the Stiefel
                  Shares) are free from any restriction on transfer or rights of
                  pre-emption;

         (E)      take all  action  within  its power to  procure,  maintain  in
                  effect and  comply  with all the terms and  conditions  of all
                  approvals,   authorisations,    consents   and   registrations
                  necessary or appropriate for anything provided for on its part
                  in this deed;

<PAGE>
                                       8


         (F)      ensure that the Charge will at all times be legally  valid and
                  binding;

         (G)      without  prejudice to clause 5(D),  punctually  pay all calls,
                  subscription  moneys and other moneys payable on or in respect
                  of  any  of  the  Charged  Property  and  indemnify  and  keep
                  indemnified   Laurus  and  its  nominees  against  any  costs,
                  liabilities  or expenses  which it or they may suffer or incur
                  as a result of any failure by the Chargor to pay the same;

         (H)      promptly deliver to Laurus all such information concerning the
                  Charged Property as Laurus may reasonably request from time to
                  time;

         (I)      not take any  action or  procure  the  taking of any action to
                  increase  the  issued  share  capital of Inyx  Pharma  Limited
                  without the prior consent of Laurus,  nor otherwise to take or
                  omit  to  take  any  action  which  would  render  any  of the
                  representations  and warranties given by the Chargor to Laurus
                  pursuant to clause 5 incorrect or untrue,  provided  that this
                  paragraph  shall not apply with respect to any action taken by
                  the Chargor in pursuance of its obligations  under the Stiefel
                  Note or any related agreements with Stiefel.

7.       Chargor's Rights before Enforcement

         Until  the  Charge  shall  become  enforceable,  the  Chargor  shall be
         entitled to:-

         (A)      receive and retain free from the Charge any Dividends  paid to
                  it; and

         (B)      exercise  and  control  the  exercise  of all voting and other
                  Rights relating to the Charged Property provided that:

                  (i)      the entitlement of the Chargor under this clause 7(B)
                           may at any time be terminated  upon and to the extent
                           of any  notice by Laurus  to the  Chargor  evidencing
                           Laurus' intention  thenceforth to direct the exercise
                           of such  Rights  for the  purpose of  preserving  the
                           value of the Charge; and

                  (ii)     the  exercise or failure to  exercise  any voting and
                           other Rights by the Chargor has no adverse  effect on
                           the  value  of the  Charged  Property  or in any  way
                           prejudices the interests of Laurus.

8.       Enforcement

8.1      Charge shall become Enforceable

         The  Charge  shall  become  enforceable,  and the powers  conferred  by
         section  101 of the LPA as varied  and  extended  by this deed shall be
         exercisable,  upon and at any time after the  occurrence of an Event of
         Default that is continuing.

<PAGE>
                                       9


8.2      Section 101 LPA

         The powers  conferred by section 101 of the LPA, as varied and extended
         by this  deed,  shall  be  deemed  to have  arisen  immediately  on the
         execution of this deed.

8.3      Sections 93 and 103 LPA

         Sections 93 and 103 of the LPA shall not apply to this deed.

9.       Dealings with Charged Property on Enforcement

9.1      Rights of Laurus

         At any time after the Charge has become enforceable,  Laurus shall have
         the right, without any notice to or consent of the Chargor:-

         (A)      Charged Property

                  to take any steps  necessary to vest all or any of the Charged
                  Property  in the  name of  Laurus  or its  nominee  (including
                  completing  any  transfers  of  any  Shares  comprised  in the
                  Charged Property) and to receive and retain any Dividends;

         (B)      Sell

                  to sell, exchange,  convert into money or otherwise dispose of
                  or realise the Charged  Property  (whether by public  offer or
                  private  contract)  to any person  and for such  consideration
                  (whether  comprising  cash,  debentures or other  obligations,
                  Shares  or other  valuable  consideration  of any kind) and on
                  such terms (whether payable or deliverable in a lump sum or by
                  instalments)  as it may think  fit,  and for this  purpose  to
                  complete any transfers of the Charged Property;

         (C)      Voting Rights

                  to  exercise  or direct the  exercise  of all voting and other
                  Rights  relating to the Charged  Property in such manner as it
                  may think fit;

         (D)      Claims

                  to  settle,  adjust,  refer  to  arbitration,  compromise  and
                  arrange any claims, accounts,  disputes, questions and demands
                  relating in any way to the Charged Property;

         (E)      Legal actions

<PAGE>
                                       10


                  to bring,  prosecute,  enforce,  defend and  abandon  actions,
                  suits and proceedings in relation to the Charged Property; and

         (F)      Other Rights

                  to do all such other acts and things it may consider necessary
                  or expedient for the  realisation  of the Charged  Property or
                  incidental  to the exercise of any of the Rights  conferred on
                  it under or in  connection  with  this  deed or the LPA and to
                  concur in the doing of  anything  which it has the Right to do
                  and to do any such thing jointly with any other person.

9.2      Obligations of Chargor

         After the Charge has become enforceable:-

         (A)      all Dividends shall be paid to and retained by Laurus, and any
                  such  moneys  which  may be  received  by the  Chargor  shall,
                  pending such payment, be segregated from any other property of
                  the Chargor and held in trust for Laurus; and

         (B)      the Chargor  shall  procure  that all voting and other  Rights
                  relating to the Charged  Property are  exercised in accordance
                  with  such  instructions  (if any) as may from time to time be
                  given to the Chargor by Laurus,  and the Chargor shall deliver
                  to Laurus  such forms of proxy or other  appropriate  forms of
                  authorisation  to enable  Laurus to  exercise  such voting and
                  other Rights.

10.      Application of Moneys

         All moneys arising from the exercise of the powers of enforcement under
         this deed shall (except as may be otherwise required by applicable law)
         be held and applied in the  following  order of priority  (but  without
         prejudice  to the right of Laurus to  recover  any  shortfall  from the
         Chargor):-

         (A)      in or towards the payment or  discharge of such of the Secured
                  Liabilities in such order as Laurus in its absolute discretion
                  may from time to time determine; and

         (B)      after all the Secured Liabilities have been paid or discharged
                  in full,  in  payment of any  surplus to the  Chargor or other
                  person entitled to it.

11.      General Rights of Laurus

11.1     Redemption of Security

<PAGE>
                                       11


         Laurus may at any time redeem any  Security  over the Charged  Property
         having priority to the Charge or procure the transfer thereof to Laurus
         and may settle the accounts of  encumbrancers.  Any accounts so settled
         shall be  conclusive  and binding on the Chargor.  The Chargor shall on
         demand pay to Laurus all principal moneys,  interest,  costs,  charges,
         losses,  liabilities  and  expenses  of  and  incidental  to  any  such
         redemption or transfer.

11.2     New Account

         At any time following:

         (A)      Laurus receiving notice (either actual or constructive) of any
                  subsequent Security affecting the Charged Property or,

         (B)      the   commencement   of   the   insolvency,    administration,
                  reorganisation,   liquidation  or   dissolution   of,  or  any
                  analogous proceeding in respect of, the Chargor,

         Laurus may open a new  account in the name of the  Chargor  (whether or
         not it permits any existing account to continue).

         If Laurus does not open such a new account,  it shall  nevertheless  be
         treated as if it had done so at the time when the  notice was  received
         or was  deemed  to have  been  received  or,  as the case  may be,  the
         insolvency, administration, reorganisation, liquidation, dissolution or
         other  proceeding  commenced.  Thereafter,  all  payments  made  by the
         Chargor to Laurus or  received by Laurus for the account of the Chargor
         shall be credited or treated as having been credited to the new account
         and shall not operate to reduce the amount  secured by this deed at the
         time when Laurus  received or was deemed to have  received  such notice
         or, as the case may be, the insolvency, administration, reorganisation,
         liquidation, dissolution or other proceeding commenced.

11.3     Delegation

         Laurus may delegate in any manner to any person any of the Rights which
         are for the time being  exercisable by Laurus under this deed. Any such
         delegation may be made upon such terms and conditions  (including power
         to sub-delegate) as Laurus may think fit.

11.4     Set-off by Laurus

         After the occurrence of an Event of Default that is continuing,  Laurus
         may  without  notice to the Chargor  and  without  prejudice  to any of
         Laurus' other Rights, set off any Secured Liabilities which are due and
         unpaid against any  obligation  (whether or not matured) owed by Laurus

<PAGE>
                                       12


         to the Chargor,  regardless of the place of payment or booking  branch,
         and for that purpose  Laurus may convert one  currency  into another at
         the rate of exchange determined by Laurus in its absolute discretion to
         be prevailing at the date of set-off.

12.      Liability of Laurus, Delegates and Nominees

12.1     Possession

         If  Laurus  or any  Delegate  shall  take  possession  of  the  Charged
         Property, it may at any time relinquish such possession.

12.2     Laurus' Liability

         Laurus  shall  not in any  circumstances  (whether  by reason of taking
         possession of the Charged  Property or for any other reason  whatsoever
         and  whether  as  mortgagee  in   possession  or  on  any  other  basis
         whatsoever) be liable to the Chargor or any other person for any costs,
         charges,  losses,  damages,  liabilities  or expenses  arising from any
         realisation   of  the  Charged   Property  or  from  any   exercise  or
         non-exercise  by Laurus of any Right  conferred  upon it in relation to
         the Charged Property or from any act,  default,  omission or misconduct
         of Laurus, its officers, employees or agents in relation to the Charged
         Property except to the extent that they shall be caused by Laurus's own
         fraud,  negligence  or wilful  misconduct  or that of its  officers  or
         employees.

12.3     Delegate's and Nominee's Liability

         All the  provisions of clause 12.2 shall apply,  mutatis  mutandis,  in
         respect of the  liability  of any  Delegate or nominee of Laurus or any
         officer,  employee or agent of Laurus,  any  Delegate or any nominee of
         Laurus.

12.4     Indemnity

         Laurus and every  Delegate,  attorney,  manager,  agent or other person
         appointed by Laurus  hereunder  shall be entitled to be indemnified out
         of the Charged  Property  in respect of all  liabilities  and  expenses
         incurred by any of them in the execution or purported  execution of any
         of its Rights and against all actions,  proceedings,  costs, claims and
         demands  in  respect  of any matter or thing done or omitted in any way
         relating  to the  Charged  Property  except to the extent that they are
         caused by Laurus' own fraud, negligence or wilful misconduct or that of
         its officers or employees, and Laurus and any such Delegate,  attorney,
         manager, agent or other person appointed by Laurus hereunder may retain
         and pay all sums in respect of the same out of any moneys received.

<PAGE>
                                       13


13.      Protection of Third Parties

         No person  dealing  with Laurus or any  Delegate  shall be concerned to
         enquire  whether  any event has  happened  upon which any of the Rights
         conferred  under or in connection  with this deed or the LPA are or may
         be  exercisable,  whether any consents,  regulations,  restrictions  or
         directions  relating to such Rights have been obtained or complied with
         or otherwise as to the propriety or  regularity  of acts  purporting or
         intended to be in exercise of any such Rights or as to the  application
         of any money borrowed or raised or other proceeds of  enforcement.  All
         the protections to purchasers  contained in sections 104 and 107 of the
         LPA and in  Section  42(3) of the  Insolvency  Act 1986 or in any other
         legislation  for the  time  being in force  shall  apply to any  person
         purchasing from or dealing with Laurus or any Delegate.

14.      Continuing Security

         The Charge created by this deed shall be a continuing  security for and
         will extend to the ultimate balance of all the Secured  Liabilities and
         shall not be  satisfied,  discharged  or affected  by any  intermediate
         payment  or  settlement   of  account   (whether  or  not  any  Secured
         Liabilities remain outstanding thereafter) or any other matter or thing
         whatsoever.

15.      Other Security

         The Charge and the rights  given to Laurus  under this deed shall be in
         addition  to and  shall not  prejudice  or be  prejudiced  by any other
         Security or any  guarantee or indemnity or any other right which Laurus
         may at any time have in respect of or in connection with of the Secured
         Liabilities.  All such  rights  may be  exercised  from time to time as
         often as Laurus may deem expedient.

16.      Immediate Recourse

         Laurus need not, before exercising any of the rights, title benefit and
         interest conferred on it by this deed or by law:

                  (i)      take action or obtain judgment against the Chargor or
                           any other person in any court;

                  (ii)     make a file any claim or proof in the  liquidation of
                           the Chargor or any other person; or

                  (iii)    enforce or seek to enforce the recovery of moneys and
                           liabilities  hereby  secured  or  enforce  or seek to
                           enforce any other security interest or guarantee.

<PAGE>
                                       14


17.      Charge not to be Affected

         Without  prejudice  to  clauses 14 and 15,  neither  the Charge nor the
         liability  of  the  Chargor  for  the  Secured   Liabilities  shall  be
         prejudiced or affected by:-

         (A)      any  variation or amendment  of, or waiver or release  granted
                  under  or in  connection  with,  any  other  Security  or  any
                  guarantee or indemnity or other document; or

         (B)      time being given, or any other  indulgence or concession being
                  granted, by Laurus to the Chargor or any other person; or

         (C)      the  taking,  holding,  failure  to  take  or  hold,  varying,
                  realisation,  non-enforcement,  non-perfection  or  release by
                  Laurus or any  other  person  of any  other  Security,  or any
                  guarantee or indemnity or other document; or

         (D)      the insolvency, administration, reorganisation, liquidation or
                  dissolution of, or any analogous proceeding in respect of, the
                  Chargor or any other person; or

         (E)      any change in the constitution of the Chargor; or

         (F)      any  amalgamation,   merger  or  reconstruction  that  may  be
                  effected  by  Laurus  with  any  other  person  or any sale or
                  transfer of the whole or any part of the undertaking, property
                  and assets of Laurus to any other person; or

         (G)      the  existence of any claim,  set-off or other right which the
                  Chargor  may  have at any time  against  Laurus  or any  other
                  person; or

         (H)      the making or absence of any demand for payment of any Secured
                  Liabilities  on the  Chargor or any other  person,  whether by
                  Laurus or any other person; or

         (I)      any arrangement or compromise  entered into by Laurus with the
                  Chargor or any other person; or

         (J)      any other  thing done or omitted  or  neglected  to be done by
                  Laurus or any other person or any other dealing,  fact, matter
                  or thing  which,  but for this  provision,  might  operate  to
                  prejudice  or affect  the  liability  of the  Chargor  for the
                  Secured Liabilities.

18.      Release of Charged Property

18.1     Release of Charged Property

         If:

<PAGE>
                                       15


         (A)      all  Secured   Liabilities  have  been   unconditionally   and
                  irrevocably  paid or  discharged in full and the Note has been
                  terminated; or

         (B)      Security or a guarantee for the Secured  Liabilities,  in each
                  case  acceptable to Laurus,  has been provided in substitution
                  for this deed,

         then,  subject to clause 18.3,  Laurus shall at the request and cost of
         the Chargor  execute  such deeds and do all such acts and things as may
         be necessary to release the Charged Property from the Charge.

18.2     Reinstatement

         (A)      Any  re-assignment,  release,  settlement  or discharge of the
                  Secured   Liabilities   or  any   Security   for  the  Secured
                  Liabilities  shall  be  conditional  upon  no  payment  to  or
                  Security   provided  to  Laurus  in  respect  of  the  Secured
                  Liability being avoided,  invalidated,  reduced or required to
                  be restored or paid away by virtue of any  requirement  having
                  force of law.

         (B)      To the extent that such re-assignment,  release, settlement or
                  discharge of the Secured  Liabilities  is made on the faith of
                  any payment or Security which is avoided, invalidated, reduced
                  or required to be restored or paid away,  such  re-assignment,
                  release  settlement or discharge  shall be treated as null and
                  void and Laurus shall be entitled to recover the amount of any
                  such payment or Security and the  relevant  Secured  Liability
                  shall continue as if the re-assignment, release, settlement or
                  discharge had not occurred.

18.3     Retention of Deed

         If the Chargor requests Laurus to release the Charged Property from the
         Charge following any payment or discharge made or Security or guarantee
         given in relation to the Secured Liabilities by a person other than the
         Chargor (a "Relevant Transaction"),  Laurus shall be entitled to retain
         this deed (and all stock and share certificates, documents of title and
         other  documentary  evidence  of  ownership  in relation to the Charged
         Property  deposited with Laurus  pursuant to clause 4) and shall not be
         obliged to  release  the  Charged  Property  from the Charge  until the
         expiry  of  the   Retention   Period  in  relation  to  that   Relevant
         Transaction.  If at any time before the expiry of that Retention Period
         any  step  has  been  taken  for or with a view to the  administration,
         liquidation  or  dissolution  of such  other  person  or any  analogous
         proceeding  in respect of such other  person,  Laurus may  continue  to
         retain this deed (and all such stock and share certificates,  documents
         of title and documentary  evidence) and shall not be obliged to release
         the Charged  Property from the Charge for such further period as Laurus
         may determine.

<PAGE>
                                       16


18.4     Retention Period

         For the purpose of clause 18.3 "Retention Period" means, in relation to
         any Relevant  Transaction,  the period which commences on the date when
         that Relevant Transaction was made or given, and which ends on the date
         falling one month after the  expiration  of the maximum  period  within
         which that Relevant Transaction can be avoided,  reduced or invalidated
         by virtue of any applicable law or for any other reason whatsoever.

19.      Power of Attorney

19.1     Appointment

         The Chargor hereby appoints, irrevocably and by way of security, Laurus
         and any  person  nominated  in  writing  by Laurus as  attorney  of the
         Chargor  severally to be the attorney of the Chargor  (with full powers
         of  substitution  and  delegation),  on its  behalf  and in its name or
         otherwise,  at such time and in such manner as the  attorney  may think
         fit:-

         (A)      to do  anything  which the  Chargor is or may be obliged to do
                  (but has not done)  under  this deed  including,  but  without
                  limitation,  to complete  and execute any  transfer of Shares;
                  and

         (B)      generally  to exercise  all or any of the Rights  conferred on
                  Laurus in  relation  to the  Charged  Property  or under or in
                  connection with this deed or the LPA.

19.2     Ratification

         The Chargor covenants to ratify and confirm whatever any attorney shall
         do or purport to do in the exercise or purported  exercise of the power
         of attorney in clause 19.1.

20.      Currency Indemnity

20.1     Currency Indemnity

         If, under any applicable law,  whether  pursuant to a judgment  against
         the Chargor or the  administration,  liquidation  or dissolution of the
         Chargor or for any other  reason,  any payment  under or in  connection
         with  this deed is made or falls to be  satisfied  in a  currency  (the
         "Other Currency") other than the currency in which the relevant payment
         is expressed  to be payable (the  "Required  Currency"),  then,  to the
         extent that the payment  actually  received by Laurus  (when  converted
         into  the  Required  Currency  at the rate of  exchange  on the date of
         payment or, if it is not  practicable for Laurus to make the conversion
         on that  date,  at the rate of  exchange  as soon  afterwards  as it is
         practicable  for Laurus to do so or, in the case of an  administration,
         liquidation or dissolution,  at the rate of exchange on the latest date
         permitted by applicable  law for the  determination  of  liabilities in

<PAGE>
                                       17


         such  proceeding)  falls  short of the  amount  expressed  to be due or
         payable under or in connection with this deed, the Chargor shall, as an
         original and independent obligation under this deed, indemnify and hold
         Laurus harmless against the amount of such shortfall.

20.2     Rate of Exchange

         For the purpose of clause 19.1,  "rate of  exchange"  means the rate at
         which  Laurus is able on the  relevant  date to purchase  the  Required
         Currency  with the Other  Currency  and shall  take  into  account  any
         commission,  premium and other costs of exchange  and Taxes  payable in
         connection with such purchase.

21.      Certificate to be Conclusive Evidence

         For all purposes,  including any  Proceedings,  a copy of a certificate
         signed by an  officer  of Laurus as to the  amount of any  indebtedness
         comprised in the Secured  Liabilities  for the time being shall, in the
         absence of manifest error, be conclusive  evidence  against the Chargor
         as to the amount thereof.

22.      Stamp Duty

         The Chargor  shall pay  promptly,  and in any event  before any penalty
         becomes  payable,  all stamp,  documentary  and similar taxes,  if any,
         payable in connection with the entry into, performance,  enforcement or
         admissibility  in evidence of this deed or any other document  referred
         to in this deed, and shall indemnify  Laurus against any liability with
         respect to, or  resulting  from any delay in paying or omission to pay,
         any such tax.

23.      Costs and Expenses

         The Chargor shall  indemnify  Laurus on demand  against all  reasonable
         costs, charges, losses, liabilities, expenses and other sums (including
         legal,  accountants' and other professional fees) and any Taxes thereon
         expended, paid, incurred or debited on account by Laurus in relation to
         this  deed,  and/or  any  other  document  referred  to in  this  deed,
         including, without prejudice to the generality of the foregoing:-

         (A)      in connection with the  negotiation,  preparation,  execution,
                  stamping, filing, registration and perfection of this deed;

         (B)      in  connection  with the  granting  of any  waiver or  consent
                  sought by the  Chargor or in  connection  with any  variation,
                  amendment,  extension or  modification  of, or supplement  to,
                  this deed;

         (C)      in  enforcing,   protecting,   preserving  or  realising,   or
                  attempting to enforce,  protect,  preserve or realise, Laurus'
                  Rights under this deed; and

<PAGE>
                                       18


         (D)      in connection with or  contemplation of any Proceedings or the
                  recovery or attempted recovery of any Secured Liabilities.

24.               Communications

24.1     Communications to be in Writing

         Any communication given or made under or in connection with the matters
         contemplated by this deed shall be in writing.

24.2     Deemed Delivery

         Any such  communication  shall be  addressed as provided in clause 24.3
         and, if so  addressed,  shall be deemed to have been duly given or made
         as follows:-

         (A)      if sent by personal delivery,  upon delivery at the address of
                  the relevant party;

         (B)      if sent by fax, upon receipt by the relevant party,

         provided that if, in  accordance  with the above  provisions,  any such
         communication  would  otherwise  be deemed to be given or made  outside
         Working Hours, such  communication  shall be deemed to be given or made
         at the start of the next period of Working Hours.

24.3     Parties' Details

         The  relevant  details  of each  party for the  purposes  of this deed,
         subject to clause 24.4, are:-


                 Party       Addressee        Address               Fax No.
                 -----       ---------        -------               -------
         Laurus Master       David Grin       Laurus Master         212 541 4434
         Fund, Ltd.                           Fund, Ltd. c/o
                                              Laurus Capital
                                              Management LLC
                                              152 West 57th
                                              Street, New York,
                                              New York 10019
         Inyx, Inc.          Dr. Jack         Inyx, Inc.,           305-365-3963
                             Kachkar                 9th Floor
                                              801 Brickell
                                              Avenue, Miami,
                                              Florida  33131


<PAGE>
                                       19


24.4     Change of Details

         Either  party may notify the other party at any time of a change to its
         details for the purposes of clause 24.3 provided that such notification
         shall only be effective on:-

         (A)      the date  specified in the  notification  as the date on which
                  the change is to take place; or

         (B)      if no date is  specified  or the date  specified  is less than
                  five  Business  Days after the date on which  notice is given,
                  the date falling five  Business  Days after notice of any such
                  change has been given.

25.      Rights and Waivers

25.1     Delay

         No delay or  omission  on the part of  Laurus in  exercising  any Right
         provided  by law or under this deed shall  impair such Right or operate
         as a waiver thereof or of any other Right.

25.2     Single or Partial Exercise

         The single or partial  exercise by Laurus of any Right  provided by law
         or under this deed  shall not  preclude  any other or further  exercise
         thereof or the exercise of any other Right.

25.3     Rights to be Cumulative

         The Rights provided in this deed are cumulative with, and not exclusive
         of, any Rights provided by law.

26.      Invalidity

         If at any  time  any  provision  of this  deed is or  becomes  illegal,
         invalid  or   unenforceable  in  any  respect  under  the  law  of  any
         jurisdiction, neither:-

         (A)      the legality,  validity or enforceability in that jurisdiction
                  of any other provision of this deed; nor

         (B)      the legality,  validity or enforceability under the law of any
                  other  jurisdiction  of that or any  other  provision  of this
                  deed,

         shall be affected or impaired.

<PAGE>
                                       20


27.      Assignment by Laurus

         Laurus may at any time,  without the consent of the Chargor,  assign or
         transfer  the whole or, as the case may be, any part of Laurus'  Rights
         under  this deed to any  person to whom the whole or any part of any of
         Laurus' rights under the Note shall be assigned or transferred.

28.      Contracts (Rights of Third Parties) Act 1999

         The  parties  to this  agreement  do not  intend  that any term of this
         agreement should be enforceable,  by virtue of the Contracts (Rights of
         Third  Parties)  Act  1999,  by any  person  who is not a party to this
         agreement.

29.      Governing Law

         This deed shall be governed by and construed in accordance with English
         law.

IN WITNESS  WHEREOF the Chargor and Laurus have executed this document as a deed
the day and year first before written.



<PAGE>
<TABLE>
<CAPTION>
                                       21


                                   SCHEDULE 1



                            No. of        Class of     Nominal Value    Registered holder(s)
Name of Company             Shares         Shares      of each Share    as at the date hereof
---------------             ------         ------      -------------    ---------------------
<S>                       <C>              <C>         <C>              <C>
Inyx Pharma Limited       1,000,000       ordinary      (pound)0.01           Inyx, Inc.
                        (representing      shares
                         100% of the
                        current issued
                       share capital of
                         Inyx Pharma
                           Limited)

</TABLE>






<PAGE>
                                       22




DAL:473001.1


                                   NY032800003





                                       22

DAL:473001.1








Executed as a deed by LAURUS            )
MASTER FUND, LTD. acting by             )
                                        )  ./s/.................................
                                        )
who, in  accordance with the laws       )  .....................................
of the Cayman Islands [is/ are]         )  Authorised Signatories)
acting under the authority of           )
Laurus Master Fund, Ltd.                )



Executed as a deed by Inyx, Inc.       )
acting by Dr. John Kashkar who         )
in accordance with the laws of         )   ...../s/ Jack Kachkar................
Nevada, U.S.A. is acting under         )
the authority of Inyx, Inc.            )






<PAGE>
                                       23


</TEXT>
</DOCUMENT>
