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AMENDING
AGREEMENT




THIS
AGREEMENT is dated for reference March 13, 2007. AMONG:




KAHG,
LLC., of 2400 East Arizona Biltmore Circle, Suite 1135, Phoenix, Arizona
85016 (the "Landlord")




OF
THE FIRST PART AND:




INNEXUS BIOTECHNOLOGY INC., a company having an office
located at 13208 East Shea Boulevard, Suite 1135, Scottsdale, Arizona 85259 (the
"Company")




OF THE SECOND PART WHEREAS:

A.

The parties have entered into an agreement dated December, 2006
(the "Settlement Agreement") whereby the Company agreed to settle certain claims
with the Landlord regarding costs incurred by the Landlord for tenant
improvements; and

The parties wish
to amend the terms of the Settlement Agreement all as set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in
consideration of the mutual premises and the mutual covenants and agreements
contained herein, the parties covenant and agree each with the other as
follows:

1.
In this Amending Agreement,:

(a)

"Amending Agreement" means this agreement, including the preamble
and the schedules hereto, as it may from time to time be supplemented or amended
and in effect;

"Settlement
Agreement" means the agreement made between the Company and the Landlord dated
for reference December, 2006;

all references in this Amending Agreement to a designated
"Section" or other sub-section or to an appendix when used in connection with an
amendment to the Settlement Agreement is to the designated Section or other
sub-section of, or appendix to, that Settlement Agreement;

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(d)

for all purposes of this Amending Agreement, except as otherwise
expressly provided herein, all capitalized terms which are defined in the
Settlement Agreement shall have the meanings set out in that Settlement
Agreement; and

any other term
defined within the text of this Amending Agreement has the meaning so
ascribed.

2. The parties hereby acknowledge and agree that the Settlement
Agreement shall, without the requirement for any further action of the parties,
be and is hereby amended as follows:

(a)

Section D of the Settlement Agreement is amended to read as
follows:

The Creditor and Debtor have agreed to settle the Claim by: (1)
confirming that the net monthly rental due under the Lease will be $46,725.33,
(2) the issuance to the Creditor or Creditor's specified nominee of 496,808
common shares (the "Shares") at a deemed price of $0.78 per Share and 322,925
share purchase warrants ("Warrants"), each of which will entitle the holder to
purchase one additional Share at an exercise price of CDN$1.17 per Share for a
period of two years from the date of issuance (the Shares and the Warrants being
collectively referred to as the "Securities") and (3) Creditor's forgiveness of
the balance of the Excess TI Costs, if any. The Creditor has nominated Hornaday
Family Trust of 5711 N. 33rd Place, Paradise Valley, AZ 85253
(the "Beneficiary") as the recipient of the Securities."

(b)

The Termination Date as defined in section 5 of the Settlement
Agreement be extended from February 15, 2007 to April 15, 2007.

Sub-section 8(c) is amended to read as follows:

'the Beneficiary is an "Accredited Investor" as that term is used
under Regulation D promulgated by the US Securities and Exchange Commission
("SEC") and it is a condition of this Agreement that the Beneficiary shall
continue to be so qualified on the date the Securities are issued to the
Beneficiary."

(d)

The
Settlement Agreement shall continue in full force and effect according to its
terms, except as amended hereby. EXECUTED BY ALL PARTIES