Converted by EDGARwiz



INVESTOR
RELATIONS GROUP INC.

LETTER OF AGREEMENT
Dated ; July.
24, 2007




..placeSnsection SnI. Services to
be Rendered. The purpose of this
letter is to set forth the terms and conditions on which The Investor Relations
Croup, Inc. (IRG) agrees to provide InNexus Biotechnology Inc.
(the "Company") a comprehensive public relations program, These services may include, but are not
limited to: overall
management of the public relations program;
targeted mailings and phone calls to the media-at-large: assistance with
compiling promotional materials; writing and editing
news releases and other corporate materials; advice
on packaging the Company
story: writing pitch letters to and solicitation of the
appropriate media and press; syndicated stories; and, daily update reports.
For a comprehensive
list, see Addendum
"A".




Section
2. Fee The Company shall pay to IRG for its services hereunder a
maintenance Ice of 7250 per month for a renewable term of 12 months
beginning August 1,2007.

Fees
are payable on or before the Ist day after the beginning of each month
which occurs drain l:.ngagement Period. Unless other arrangements have been made and agreed upon in writing, lack of
payment for services rendered by
the S`r' of the month will be considered default of this agreement,
and IRG shall be entitled to cease all services on behalf of the Company
until such time as payment in full of amounts due is made.




Section 3. Expenses_ In addition tt all Other fees payable
to IRG hereunder, the Company hereby agrees to reimburse IRO for all reasonable
out-of-pocket expenses incurred in connection with the performance of services
hereunder. These out-of-pocket expenses shall include, but are not limited to:
telephone, photocopying, postage, messenger service, clipping service,
information retrieval service, wire services for news releases, monitoring
advisory service, and all reasonable meeting expenses including rental of
-1M/visual equipment. No individual expenses over $500 will be expended
without first notifying the etrmpany. The Company agrees to remit
upon the signing of this agreement a cheek for 510.000 to be placed on
deposit with IRO and credited to the Company against expenses incurred, on a
permanent basis, throughout the program. From time to time, the Company will
replenish the expense account as necessary to Maintain a balance of S3,500, The
balance of said. deposit is fully refundable. should the program
terminate. A running .invoice will be maintained. of all expenses incurred and will be
submitted to the Company each
Month




Section
4. Intlenani fcatimn. The Company and IR(i agree to defend,
indemnify and hold each other ;sfffrliates, stockholders, directors
officers, agents, employees, successors and assigns (each an
"Indemnified Person") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, jirdgentents, suits, costs, expenses and
disbursements of any kind whatsoever (including, without limitation, reasonable
attorneys' fees) arising solely from the Company's
or IRG's breach of their obligations, warranties and representations under
this Agreement. It is further agreed that the foregoing indemnity shall be in addition to any rights that
either party may have at
common law or otherwise, including, but not limited to, any right tee

ribution.




Section 5. Term of
Agreement and Guarantee t f
Satisfaction. (a) The engagement ofIRC; under the provisions of this agreement
shall continue until notice of termination is received. (b) The
Company may terminate IRSs engagement hereunder, with or without cause,
immediately at any time during this agreement. Any
fees accrued to IRG prior to cancellation will be payable i
immediately. (c) IRO may terminate its engagement hereunder, with or without
cause. at any time during this agreement. The obligations of the Company
under Sections 4 and 6 shall survive termination or breach of this
agreement, with or without cause, by either party.




.rton 6. Solicitation of Employees. Fora period
commencing two years after the termination of this .pt cement, the Company shall
not. directly or indirectly: (i) influence or attempt to
influence any employee of IRG to leave its employ; (ii) agree to aid any
competitor or customer of IRG in any attempt to hire any person who was employed
by IRG within the two year period preceding termination of this Agreement; or
(iii) solicit






or induce any person who was employed by IRG within the two year
period preceding the termination of this Agreement to become employed by the
Company. The Company acknowledges that the restrictions in this section are
reasonable and necessary for the protection of IRG's business.

Section
7. Severability. In case any provision of this letter agreement shall be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby.




Section
8. Disputes. Any controversy or dispute between the IRG and the Company,
including the enforceability of this clause, shall be settled by binding
arbitration before a single arbitrator selected mutually by the parties in New
York, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, Expedited Procedures. The governing law of
such arbitration shall be as set forth in Section 10. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.




Section 9. Consent to Jurisdiction. This Agreement shall be
governed and construed in accordance with the laws of the State of StateNew
York, and the parties hereby consent to the exclusive jurisdiction of the State
and Federal Courts, located within the City, County and State of placeStateNew
York.




Section
10. Other Services. If the Company desires additional services not
included in this agreement, any such additional services shall be covered by a
separate agreement between the parties hereto.




Please evidence your acceptance of the provisions of this letter
by signing the copy of this letter enclosed herewith and returning it to The
Investor Relations Group Inc., 11 Stone Street, 3'h FIoor, New York,
NY 10004, Attention: Dian Griesel, Ph.D., President & CEO.



Dian
Griesel

Founder,
President and CEO

The
Investor Relations Group, Inc. ACCEPTED AND AGREED

AS
OF THE DATE FIRST ABOVE WRITTEN:






Addendum
A:

OUR
PUBLIC RELATIONS PROGRAM INCLUDES ALL OF THE

-'OLLOWING
:

·

Annual report production: writing and assisting in the selection
and hiring of graphic artists, designers and printers for the complete
management of the publication

·

Help to develop Boards of Directors

s
Corporate related stories placed in trade, regional and
national media

·

Coverage
of your company with media-at-large

·

Syndication
stories and feature feeds to more than 16,000 newspaper and other print editors
nationwide

·

Ghost-written/bylined
white papers and other high-level trade articles

·

Satellite
Media Tours booked in the top 20 placecountry-regionU.S. markets

·

Background
materials (B-roll) production for television, cable and trade events

·

Media
training - for road shows, public appearances and interviews

·

Profiles
written of CEOs and other top company officers

§

Crisis
management plans

·

Many
multiples of millions of dollars of advertising equivalency in public
relations/media placements

·

Clipping
services - to document media coverage

Endnotes

Jeff
forhet 

President
and CEO

InNexus
Biotechnology Inc.