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AMENDMENT NO. 3 TO THE MINIMUM BORROWING NOTE
REGISTRATION RIGHTS AGREEMENT AND
AMENDMENT NO. 1 TO THE TERM NOTE REGISTRATION RIGHTS AGREEMENT
AND WAIVER
This Amendment No. 3 to the Minimum Borrowing Note Registration
Rights
Agreement and Amendment No. 1 to the Term Note Registration
Rights Agreement and
Waiver (this "Amendment"), dated as of February 28, 2005, is
entered into by and
between INYX, INC., a Nevada corporation (the "Company"), and
LAURUS MASTER
FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose
of amending the
terms of (i) the Minimum Borrowing Note, dated as of December
30, 2003 (as
amended, modified and/or supplemented from time to time, the "MB
Note") issued
by the Company pursuant to the Security Agreement, dated as of
December 30,
2003, by and between the Company and Laurus (as amended,
modified and/or
supplemented from time to time, the "Security Agreement"), (ii)
the Registration
Rights Agreement by and between the Company and Laurus, dated as
of December 30,
2003 (as amended, modified and/or supplemented from time to
time, the "MB
Registration Rights Agreement"), (iii) the Convertible Term
Note, dated as of
October 29, 2003, amended and restated as of May 27, 2004 (as
amended and
restated, further amended, modified and/or supplemented from
time to time, the
"Term Note") issued by the Company pursuant to the Securities
Purchase
Agreement, dated as of October 29, 2003, by and between the
Company and Laurus
(as amended, modified and/or supplemented from time to time, the
"Securities
Purchase Agreement"), and (iv) the Registration Rights Agreement
by and between
the Company and Laurus, dated as of October 29, 2003 (as
amended, modified
and/or supplemented from time to time, the "Term Note
Registration Rights
Agreement" and, together with the MB Registration Rights
Agreement, the
"Registration Rights Agreements", and each a "Registration
Rights Agreement";
and, together with the MB Note, the Security Agreement, the Term
Note and the
Securities Purchase Agreement, the "Documents"). Capitalized
terms used herein
without definition shall have the meanings ascribed to such
terms in the
Security Agreement and/or the Securities Purchase Agreement, as
applicable.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, the parties hereto
agree as
follows:
1. Laurus hereby waives the Event of Default that may have
arisen under
Section 4.1 of each of the MB Note and Term Note as a result of
the failure by
the Company to pay to Laurus the Liquidated Damages due and
payable through the
date thereof as determined pursuant to Section 2(b) of each
Registration Rights
Agreement, (the "Liquidated Damages"). Laurus hereby further
waives any
Liquidated Damages due and payable to Laurus by the Company up
to and including
the date hereof. In consideration of the waivers in this Section
1, the Company
will, on the date hereof, issue a five year warrant to Laurus to
purchase
300,000 shares of the common stock of the Company with an
exercise price of
$0.95 per share (the "Additional Warrant"), such Additional
Warrant to be in the
form attached hereto as Exhibit I. Notwithstanding anything to
the contrary set
forth in either Registra
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