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THE
INVESTOR .RELATIONS GROUP

,.

LETTER
OF AGREEMENT

Date:
July 24, 2007




Section 1. services to be Rendered.  The purpose of this
letter is to set forth the terms and conditions on which The Investor Relations
Group, Inc. (IRO) agrees to provide InNexus Biotechnology Inc. (the "Company") a
comprehensive investor relations program.
These services may include, but are not limited to: overall
management of the corporate communications program; designing a corporate fact
sheet that can readily be mass produced for distribution to brokers, analysts,
and other industry personnel; securing one-on-one and group appointments with
industry professionals for presentations by, for, and about Company management;
targeted mailings; and, daily update reports. For a comprehensive list, see
Addendum "A"




Section
2, Fees, The Company shall pay to IRO for its services hereunder a maintenance
fee of S 7,250 per month for a: renewable term of 12 months beginning
August 1, 2007,

Fees are payable on or before the 1st day after the beginning of
each month which occurs during the Engagement period. Unless other arrangements
have been made and agreed upon in writing, lack of payment for services rendered
by the 5th of the month will be considered default of this agreement,
and IRO 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 to 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
audio/visual equipment. No individual expenses over $500 will be expended
without first notifying the Company. The Company agrees to
remit upon the signing of this agreement merit a cheek for $10,000 to be placed
on deposit with IRS and credited to the Company against expenses Incurred, on a
permanent basis, throughout the program. From time to tune, the Company will
replenish the c 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. Indemnification, The Company and IRG agree to
defend, indemnify and hold each other; their affiliates, 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, judgements,
suits, costs, expenses and disbursements of any kind whatsoever (including,
without limitation, reasonable attorney& fees) arising solely from the
Company's or IRO'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 to contribution.




Section 5. Term of Agreement and Guarantee of
Satisfaction, (a) The engagement of IRG and the agreement between IRS and
the Company is subject to TSX Venture approval. (b) The engagement of MG under
the provisions of this agreement shall continue until notice of termination is
received. (c) The Company may terminate IRGs engagement hereunder, with or
without cause, immediately at any time during this agreement. Any fees
accrued to IRS prior to cancellation will be payable immediately. (d) IRS
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.




Section
6, Solicitation of Employees For a period commencing two years
after the termination of this Agreement, 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 StateplaceNew
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 'closed herewith and returning it to The Investor Relations Group
Inc., 1 I Stone Street, 3'h Floor, New York, 10004, Attention: Dian
Griesel, Ph.D., President & CEO.



ACCEPTED
AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:



	
	









“Dian
Griesel”






Dian
Griesel

Founder,
President and CEO The Investor Relations Group,
Inc.




	
	
 

	
“Jeff
Morhet”




Jeff
Morhet

President
and CEO

INNEXUS
BIOTECHNOLOGY INC.


























Addendum
A:

OUR
INVESTOR RELATIONS PROGRAM INCLUDES ALL OF THE

FOLLOWING:

Our
program includes all of the following:

• Targeted one-on-one investor meetings and conference calls with
the top nano-, micro-and small-cap decision-making analysts and portfolio
managers of corporate, business and family funds, using our proprietary
competitive analysis approach. We secure a minimum of eight to fifteen-plus
meetings (road shows) per month, for a total of 150 to 200+ unique meetings per
year per company.

·

Introductions
to open-market and private-placement buyers

·

Development
of analyst research coverage and comparable inclusion

·

Corporate
message refinement that is flexible, according to ongoing developments

·

A
Fact Sheet that is flexible, in terms of ongoing developments

·

Investor
presentations in PowerPoint/slide formats

·

All written
and edited shareholder communications, such as earnings releases, quarterly
reports and other developments

•
Conference call coordination, including scripting, Q & A preparation, and
all details for execution, including Webcasting

·

Frank
feedback collected and provided from all types of meetings to help fine-tune
messaging

·

Handling and
screening investor inquiries

·

Nurturing
relationships with current and potential investors

•
Mail and request fulfillment processing

•
Introductions in the investment banking world

·

Annual
meetings- organizing as appropriate

·

Peer
group/industry analysis provided on a regular basis

·

Perception
audits gathered from the investment community

·

Strategic
planning and implementation