Converted by EDGARwiz



Letter Agreement - Scientific Advisory Board
InNexus
April 17, 2007




Thomas
J. Kindt

Street109
Buffalo Ridge Court Placitas, NM 87043




Dear
Tom:




As we have discussed, I ask for you to serve as a member of
InNexus' Scientific Advisory Board. I am delighted in your interest and below, I
have detailed the terms of your service. As a member of the Scientific Advisory
Board, I expect you to provide your best advice and recommendations regarding
InNexus' antibody technology. providing a peer review function and giving me
your best effort in this regard. The Scientific Advisory Board will not be
directly responsible for research, publication of research results,
participation in research studies, validation of scientific studies, or
compilation of data or information. Rather, you serve to advise.




I ask for you to attend or participate in meetings of the
Scientific Advisory Board either in person or by conference call. The number of
meetings may vary. but will not exceed 4 annually. I or the Scientific Advisory
Board Chairman will notify you at least four weeks in advance of any meeting so
that you can make appropriate travel or other arrangements for
participation.




Also, I will provide you a $15,000 honorarium and, on the
condition that InNexus' Board of Director's approves, a grant of fifteen
thousand (15,000) stock options per the InNexus Stock Option Program for serving
as a Scientific Advisory Board member. Additionally, you will be reimbursed for
out-of-pocket travel and other expenses incurred in connection with your
service. These payments are not conditioned or dependent upon the results of
research or any recommendations or advice that Scientific Advisory Board members
may provide.




Your term as a member of the Scientific Advisory Board will be for
one year. Either you or I may, however, discontinue or terminate your
participation as a member of the Scientific Advisory Board at any time by giving
at least 30 days advance written notice to the other.




InNexus agrees to indemnify and hold you harmless against any
losses, claims, damages or liabilities, to which you may become subject in
connection with your service or participation as a member of the Scientific
Advisory Board. Furthermore, you will be reimbursed for legal expenses that may
incur in connection with investigating or defending any action. proceedings, or
investigation arising out of, relating to, or resulting from your service as a
member of the Scientific Advisory Board.




You agree to receive, hold and treat all Confidential Information
that is provided to you as confidential and secret, not to use any Confidential
Information for your own benefit or for the benefit of someone else, and to
protect the secrecy of the Confidential Information. This provision does not
apply to (a) information that at the time of







disclosure to you is a matter of public knowledge or in the public
domain; (b) information that, after disclosure to you, becomes public knowledge
or in the public domain other than through your breach of this Agreement; or (c)
information that you may receive from someone else who, to your knowledge was
free to disclose the information without breach of any legal obligation.
"Confidential Information" will consist of any and all proprietary information
that is provided to you or received by you, including research, development,
financial information, and trade secrets. This provision will not apply if you
are compelled by law or by court order, decree, subpoena, or other process, to
disclose Confidential Information, in which case you will notify me of such request. order or requirement so that
InNexus may, at its option and expense, seek a protective order or other
appropriate remedy.




While you serve as a member of the Scientific Advisory Board, you
will not serve in an advisory or consulting capacity with any other company or
business with respect to antibody augmentation.




The above provisions relating to indemnification and
confidentiality will survive and continue after completion or termination of
your service as a member of the Scientific Advisory Board.







I
trust that the foregoing terms are agreeable to you and request that you
sign and return the enclosed copy of this letter to me.




Best
wishes,







Jeff
Morhet

President,
CEO and Chairman InNexus Biotechnology




The
undersigned agrees to the terms and provisions contained in this letter. April
17, 2007

By:

Thomas
J. Kindt

Endnotes