GENERAL SECURITY AGREEMENT

THIS GENERAL SECURITY AGREEMENT dated for reference November 30, 2001. BY:

InNexus Inc., a corporation duly incorporated under the laws of the State of Washington, having an office at #196, 3405- 172nd Street, Arlington (Seattle), Washington 98223

(the "Debtor")

OF THE FIRST PART IN FAVOUR OF:

Cusil Venture Corporation, a corporation duly incorporated under the laws of the Province of British Columbia, having an office at 1400-400 Burrard Street, Vancouver, British Columbia V6C 3G2

(the "Secured Party")

OF THE SECOND PART

ARTICLE 1

SECURITY INTEREST

1.1 Creation nf Security Interest The Debtor as continuing security for the repayment and the performance of each of the Obligations (as denned herein) of the Debtor to the Secured Party, grants to the Secured Party a security interest in all of the Debtor's right, title and interest in and to any and all of the Debtor's property, assets, rights and undertaking of every nature, item and kind, both real or personal, presently held or owned and after acquired, wherever situate, and including, without limiting the generality of the foregoing:

(a)        Accessions All increases, additions, accretions and accessions to, and all extensions, reversions, renewals, continuations or replacement of any of the Collateral (as defined herein) (collectively the "Accessions");

(b)        Accounts All debts, accounts, claims, monies and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by the Debtor or in which the Debtor now or hereafter has any other interest, and also all securities, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by the Debtor or anyone on behalf of the Debtor in respect of the said debts, accounts, claims, monies and choses in action, and any part thereof (collectively, the "Accounts");

(c)       Chattel Paper All chattel paper in which the Debtor now or hereafter has an interest, and any part thereof (the "Chattel Paper");

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(d)        Documents nf Title All documents of title, whether negotiable or non-negotiable, including, without limitation, all warehouse receipts and bills of lading, in which the Debtor now or hereafter has an interest, and any part thereof (collectively, the "Documents of Title");

(e)       Kqnipment All goods in which the Debtor now or hereafter has an interest and any part thereof, including, without limitation, all tools, apparatus, fixtures, plant, machinery, furniture, chattels, vehicles, vessels, air conditioning, heating, ventilating, electrical, mechanical, plumbing, computers, electronic devices, communications and data systems, elevators, escalators and other conveyancing devices, boilers, furnaces, carpets, blinds, window coverings, curtains, awnings, lighting fixtures, doors, windows, demising walls and partitions, wiring, pipes, conduits and other tangible personal property including, without limiting the generality of the foregoing, the equipment set forth in schedule "A" (collectively, the "Equipment");

(t)         Instruments All letters of credit, advices of credit and all other instruments in which the Debtor now or hereafter has an interest, and any part thereof (collectively, the "Instruments");

(g)        Intangibles All intangible property of whatever kind (including those described in Schedule "A" hereto) in which the Debtor now or hereafter has an interest, including, without limitation, all of the Debtor's choses in action, contractual rights, agreements, leases of personal property, licence rights, licences, permits, goodwill, quotas, industrial designs, Intellectual Property Rights and other industrial or intellectual property (collectively, the "Intangibles");

(h)        Intellectual Property Rights means all of the patents, patent applications, licenses or sub-licenses, software, whether in object or source code, trade marks, trade mark applications, trade names, industrial designs, service marks, copyrights trade secrets, patented or unpatented discoveries, inventions, confidential information, data, methods, procedures, results of experimentation, know how or other tangible or intangible rights and any other intellectual property rights, including any improvement to or an application of the aforementioned licenses, sub-licenses, software, inventions, patents and patent applications, which are owned by the Debtor or held for the benefit of the Debtor as of the date of execution hereof or which may be hereafter acquired by the Debtor including, without limiting the generality of the foregoing, the patents, patent applications, licenses or sub-licenses, software and intellectual property rights set forth in schedule "A";

(i)         Money All money in which the Debtor now or hereafter has an interest, and any part thereof (the "Money");

(j)        Proceeds   All proceeds and personal property in any form derived directly or indirectly from any dealing with the Collateral (as defined herein) or any part thereof and all proceeds of proceeds and any part thereof (collectively, the "Proceeds") and without limiting the generality of the foregoing all proceeds derived, directly or indirectly from the property and rights described in Schedule "A" hereto;

(k)       Records. All books, papers, documents, writings, tapes, magnetic or other machine readable data and records, and all other information, however stored, recording or relating to any of the Collateral (as defined herein) (collectively, the "Records"); and

(1)         Securities All shares, stock, warrants, bonds, debentures, debenture stock, mortgages and other securities in which the Debtor now or hereafter has an interest, and any part thereof (collectively, the "Securities").

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1.2. Attachment The Debtor acknowledges that value has been given. The security interest created hereby is intended to attach as to all of the Collateral (as defined herein) in which the Debtor has an interest forthwith when the Efebtor executes this General Security Agreement, and, as to all Collateral (as defined herein) in which the Debtor acquires any right or interest after the execution of this General Security Agreement, when the Debtor acquires such right or interest.

1.3. Statement The Debtor acknowledges that a security interest is taken in all of the Debtor's present and after acquired property, except the last day of the term of any lease and consumer goods.

1.4. Ordinary rnnrse nf Rnsiness The Debtor shall have the right to sell, lease or dispose of any of the Collateral in the ordinary course of business upon terms customary thereto for value received.

ARTICLE 2 DEFINITIONS

2.1 Collateral The property, assets, rights and undertaking charged hereunder, including all of such Accessions, Accounts, Chattel Paper, Documents of Title, Equipment, Intangibles, Instruments, Money, Proceeds, Records and Securities together with all increases, additions, improvements and accessions thereto, and all substitutions or any replacements thereof are, unless otherwise specified, herein referred to as the "Collateral".

2.2 Defined Terms Unless the context otherwise requires or unless otherwise specified, all the terms used herein without initial capitals which are defined in the Personal Property Security Act (British Columbia) or the regulations thereunder, as they may be amended, restated or replaced by successor legislation of comparable effect (collectively, the "PPSA"), have the same meaning herein as in the PPSA.

ARTICLE 3

OBLIGATIONS SECURED

3.1.

Obligations Secured The Collateral constitutes and will constitute general and continuing security for the following obligations (collectively, the "Obligations") of the Debtor to the Secured Party:

(a)      Indebtedness The prompt payment, as and when due and payable, of all indebtedness and liability of the Debtor to the Secured Party (including interest thereon), present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred, and any ultimate unpaid balance thereof, including all future advances and re-advances, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether the Debtor be bound alone or with another or others and whether as principal or surety; and

(b)    Performance of Agreements The strict performance and observance by the Debtor of all agreements, warranties, representations, covenants and conditions of the Debtor made pursuant to this General Security Agreement or any other agreement between the Debtor and the Secured Party including, without limitation,

(i)

the Loan Agreement between the Debtor and the Secured Party of even date, to which this General Security Agreement is attached as Schedule C, all as now in effect or as hereafter entered into or amended (the "Loan Agreement"). If there is any conflict between the provisions of this General Security Agreement and the provisions of the said Loan Agreement, the provisions of the Loan Agreement shall prevail; and

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(ii)

the Promissory Note by the Debtor in favour of  the Secured Party of even date herewith as now in effect or as hereafter entered into or amended (the Promissory Note).

3.2

Reduction of Obligations.  The Obligations may be reduced to zero from time to time without affecting the validity, perfection or enforceability of this General Security Agreement or the security interest created hereby until this General Security Agreement is discharged in accordance with Section 9.10.

ARTICLE 4

DEBTORS REPRESENTATIONS AND WARRANTIES

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