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CONSULTING
AGREEMENT 

THIS
AGREEMENT dated as at June 8, 2007




BETWEEN:

INNEXUS
BIOTECHNOLOGY INC., having its corporate offices at 200 Granville Street,
Suite 2760, Vancouver, BC, Canada V6C 1S4 with principal management being based
at 13208 East Shea Boulevard, Suite 200, Scottsdale, AZ 85259 (hereinafter
called the "Company")

OF
THE FIRST PART AND:

DR.
JUR STROBOS, 329 W. addressStreetButler Drive, CityPhoenix, StateAZ,
PostalCode85021

(hereinafter
called the "Consultant")

OF
THE SECOND PART




WHEREAS:

A.

The Company wishes to acquire and the Consultant wishes to supply
the services described herein upon the terms and conditions set out in this
Agreement;

B.

The Consultant acknowledges that in the performance of the
services contemplated by this Agreement he will create or be privy to
confidential information which is valuable to the Company; and

C.

There
may exist previous agreements between the Company and the Consultant.




NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual premises and covenants contained in this Agreement, the parties
hereto covenant and agree as follows:




1.

Provision
of Services




 1.1 Subject to the terms of this Agreement, the Consultant
shall provide to the Company the services listed in Schedule "A" hereto and all
such other services as are necessarily incidental thereto that may be required
by the Company (the "Services").




1.2

The
Consultant shall use his best efforts to further the interests of the Company in
providing the Services.




1.3

The
Consultant shall commence his duties as set out herein on the 16th day of June,
2007 (the "Effective Date")







2.

Changes
in Service




 2.1 The Company shall be entitled to order changes and/or
deletions from the Services as set out in Schedule "A" by giving written notice
to the Consultant without invalidating this Agreement. The Consultant shall be
deemed to have agreed to such changes and/or deletions and the Services to be
provided hereunder shall be modified accordingly.




3.

Remuneration
of Consultant




In
consideration of the Consultant's performance of the Services as required by
this Agreement, the Company shall pay the Consultant the following
remuneration:


3.1

OUT
OF POCKET EXPENSES

Subject to such restrictions and requirements as the Company may
impose from time to time, the Company shall reimburse the Consultant for
out-of-pocket expenses incurred in performance of
the services upon receipt of such evidence of those expenses as the
Company may reasonably require;

3.2

STOCK
OPTIONS.




Following
the execution of this Agreement and subject to the approval of the Board of
Directors of the Company and the TSX Venture Exchange, the Consultant will be
offered the opportunity to receive 400,000 incentive stock options
("Stock Options"), which Stock Options shall be granted in accordance with the
terms and conditions set out in the Company's Stock Option Plan as approved by
the Shareholders and the TSX Venture Exchange, a copy of which Stock Option Plan
is attached hereto as Schedule "B".




4.

Consultant
Not Agent or Employee




 4.1 The Consultant is not the employee or agent of the
Company and accordingly, shall not purport to enter into any a contract or
subcontract on behalf of the Company or otherwise purport to act on its behalf.
Nothing in this Agreement shall be deemed to require the Consultant to provide
his services exclusively to the Company and the Consultant hereby acknowledges
that the Company shall not be required to make any remittances or payments
required of employers by statute on the Consultant's behalf and the Consultant
shall not be entitled to the fringe benefits provided by the Company to its
employees.




 4.2 The Company acknowledges that since the
Consultant is an independent contractor and not an employee of the Company,
the Consultant shall have direction and control of the manner, methods,
techniques and procedures used by the Consultant to perform the Services.

4.3

The
Company anticipates and the Consultant has agreed to converting the Consultant's
status to that of Employee (as defined in Section 4.4 below) within eighteen
(18) months from the effective date, and subject to







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successful
negotiations relating to compensation and job description, the following terms
of employment will be incorporated into an Employment Agreement between the
Company and the Consultant:

a)

payment of salary by the Company to the Employee with the
attendant State and Federal deductions required by law being deducted at
source;

b)

payment by the Company of 50% of the Employee's medical and
welfare benefits upon receipt of proof of
payment of premiums by the Employee until such time as a Company
benefits package is put in place, after which the Company will pay 50% of the
premiums relating to the Employee's coverage under the Company benefit
package;

c)

entitlement
of 2 weeks paid vacation during each year of employment with the Company;

d)

execution
by the Employee of a Confidentiality and Non-disclosure Agreement as provided by
the Company.




4.4

For
the purposes of this Agreement, pursuant to Policy 4.4 of the TSX Policy Manual,
"Employee" means:




(a)

an
individual who is considered an employee of the Issuer or its subsidiary under
the Income Tax Act (placecountry-regionCanada) (i.e. for whom income tax,
employment insurance and CPP deductions must be made at source);




(b)

an
individual who works full-time for an Issuer or its subsidiary providing
services normally provided by an employee and who is subject to the same control
and direction by the Issuer over the details and methods of work as an employee
of the Issuer, but for whom income tax deductions are not made at source; or




(c)

an
individual who works for an Issuer or its subsidiary on a continuing and regular
basis for a minimum amount of time per week
(the number of hours should be disclosed in the submission) providing services
normally provided by an employee and who is subject to the same control and
direction by the Issuer over the details and methods of work as an employee of
the Issuer, but for whom income tax deductions are not made at source.




5.

Facilities

 5.1 The Consultant shall provide all the facilities (including office space, typing, document
reproduction, computer programming and other clerical assistance) that may be
required by the Consultant to perform the Services.







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·

Coordinate
and ensure effective and timely input into the planning, agreement and
generation of required CMC documentation, and the review and compilation of
dossiers, as needed, for submission from team members.

·

Participate
in discussions with FDA and/or Health Authorities as required with
responsibility for writing and finalization of CMC sections of briefing books
when necessary.




·

Participate
in project teams and will exercise expertise and judgment in providing guidance
to other personnel on CMC issues.

+

Serve
as liaison between InNexus technical areas and other consultants while keeping
abreast of biologics CMC requirements for antibodies.

Consultant
Requirements:

·

Reporting
to the CEO, the consultant will have 10+ years of relevant experience in
hands-on experience in clinical development requirements for cancer and other
hard-to-treat disease with the planning and conducting of nonclinical and
clinical development studies, nonclinical and clinical program management and
also have a solid working knowledge of cGMPs, and CMC experience in regulatory
affairs or Quality with an emphasis in the biologics/biotech area.

·

Experience
in products and NDA/BLA preparation is required.

·

Able
to adapt to changing priorities, with attention to detail and accuracy.

·

Ability
to communicate in appropriate modes to technical staff and management, both
internally and externally.

·

Strong
background in writing and editing technical reports and investigations with
demonstrated ability to interact with multi-disciplined teams.

·

Experience
in supervising technical staff at the manager or director level.

·

Strong
negotiation skills.

2.

Work
directly for and report to Jeff Morhet, President & Chief Executive Officer
of InNexus.

3.

Such
other services the Company as may from time to time reasonably specify in
connection with the foregoing.







Conditions
to Payment of Cash Remuneration:




The
Company shall not be required to pay any remuneration, other than as expressly
set out in the Agreement.







 6.1 The Consultant shall keep proper accounts and records of
all expenditures made by it in connection with the Services, and of the time
expended by him in performing the Services and all invoices, receipts and
vouchers relating thereto.




7.

Company's Obligations

 7.1 The Company shall make available to the Consultant such
information and data and shall permit the Consultant to have access to such
documents or premises as are reasonably necessary to enable it to perform the
Services.




8.

Confidentiality and Ownership of Work Product




 8.1 All reports, documents, concepts, reports, financial
records, products, technology, and processes together with any marketing
schemes, business or financing contacts, or information pertaining to
prospective acquisitions, joint ventures or business combinations or any
business opportunities prepared, produced, developed, or acquired, by or at the
direction of the Consultant, directly or indirectly, in connection with or
otherwise developed or first reduced to practice by the Consultant in the course
of performing Services pursuant to this Agreement including, without limiting
the generality of the foregoing, all inventions, discoveries, designs, concepts
and results of reach and development (whether or not reduced to writing and
whether or not patentable or protectable by copyright), financial or accounting
information, analysis, projections, data (whether in electronic or other form),
contact lists, and contract sheets, financing leads, sales material and
marketing, financial or technical information pertaining to the Company's
business (collectively, the "Work Product") shall belong exclusively to and
shall be the sole property of the Company and the Company shall be entitled to
all right, title and interest therein, and all profits, or benefits therefrom.
No copies, summaries or other reproductions of any Work Product shall be made by
the Consultant without the express permission of the Company and the Consultant
shall, forthwith upon the Company's request, deliver to the Company all Work
Product in the possession of or otherwise available to or under the control of
the Consultant notwithstanding a termination of this Agreement.




 8.2 The Consultant shall not at any time either during the
term of this Agreement or thereafter divulge to any person, firm or corporation,
any information, documents or Work Product (other than information, documents or
Work Product which the Company has authorized for public disclosure or which has
previously been disclosed to the public) received by him during the course of
his providing the Services to the Company with regard to the business, assets,
interests, plans, opportunities, technical development, financial or other
affairs or interests of the Company or any of it subsidiaries, or the Company's
directors, officers and employees, whether or not such information is marked or
otherwise identified as confidential or proprietary to the Company, and all such
information shall be kept confidential and shall not in any manner be used by
the Consultant or revealed to anyone by the Consultant, except as may be
required by law or otherwise permitted by the Company in writing.





 8.3 The Consultant shall comply, and shall take proper
measures to cause all employees of the Consultant or other persons under his
direction or control to comply, with such directions as the Company shall make
to ensure the safeguarding or confidentiality of all such information,
documents, and Work Product and, without limiting the generality of the
foregoing, shall execute and deliver and shall cause to be executed and
delivered, such confidentiality or other agreements as the Company respecting
same as the Company may from time to time require.




9.

Duties
of Consultant




 9.1 During the term of this Agreement, the Consultant shall
devote such of his time, attention and abilities to the business of the Company
as is reasonably necessary for the proper exercise of his duties pursuant to
this Agreement. Nothing contained herein shall be deemed to require the
Consultant to devote his exclusive time, attention and ability to the business
of the Company.




9.2

During
the term of this Agreement, the Consultant agrees that it will:




(a)

at all times except when disabled by sickness or incapacity,
faithfully and diligently perform his duties and use his best efforts to promote
and advance the business of the Company;




(b)

devote such of his time, labour and attention to the business of
the Company as is necessary for the proper exercise of the Consultant's duties
hereunder and, except as otherwise provided herein, refrain from engaging in any
business, venture, or other commercial or sales activities that in any way
conflict with or detract from his ability to fulfill his duties in the manner
contemplated in this paragraph; and




(c)

refrain
from acting in any manner contrary to the interests of the Company or contrary
to the duties of the Consultant as contemplated herein.




9.3

Without
limiting the generality of the foregoing, the Consultant shall not during the
term of this Agreement:




(a)

act
in any manner contrary to the terms of this Agreement, or the best interests of
the Company; or




(b)

take advantage for personal gain, either directly or indirectly,
of a business opportunity, which opportunity arose because of the Consultant's
relationship with the Company unless such opportunity is first presented to the
Company and the Company expressly declines to take advantage of or pursue such
opportunity and agrees in writing that the Consultant may take advantage
thereof.



(a)







 10.1 The Consultant shall indemnify and save the Company
harmless from and against all costs, expenses, losses, damages and obligations
it may suffer or incur as the result of the breach of any covenant or warranty
made by the Consultant in this Agreement.




11.

Termination




 11.1 The term of this Agreement shall be for Eighteen (18)
months and shall commence upon the 16th day of June, 2007 and unless
terminated earlier pursuant to the provisions hereof, or unless renewed in
writing by the parties, shall expire on the 15th day of December, 2008.




11.2

This
Agreement may be terminated prior to the completion of the Services as
follows:




(a)

by
the Consultant upon 30 days' prior written notice; or




(b)

by the Company upon 30 days' prior written notice; or immediately
upon the Company giving written notice to the Consultant of the occurrence of an
Event of Default as defined in clause 11.4.




If
either party fails to give any such notice, this Agreement shall continue in
full force and effect on a month by month basis.




11.3 Upon the termination of this Agreement, the Company shall,
subject to its right to set off any damages or other amounts claimed by the
Company from the Consultant, pay to the Consultant all amounts accruing
hereunder up to and including the effective date of termination.




11.4
An Event of Default shall be deemed to occur if:

(a)

the Consultant is in breach of any covenant, obligation or
warranty hereunder and such breach continues for a period of seven (7) days
after written notice thereof has been given to the Consultant; or




(b)

the Consultant becomes insolvent or unable to discharge his
liabilities generally as they become due, makes an assignment for the benefit of
his creditors, or is made subject to a petition or other proceedings in
bankruptcy.




11.5 Notwithstanding the termination of this Agreement or any
other provision herein, the covenants and obligations under section 8 hereof or
contained in any agreement delivered hereunder with respect to the use of
confidential information, work product or non-competition with the Company shall
remain in full force and effect.







 12.1 The Consultant shall not subcontract to any person, any
right, duty or obligation hereunder without the prior written consent of the
Company. This Agreement may not be assigned by either party without the prior
written consent of the other party.




13.

Co-operation
with Other Parties




 13.1 The Consultant shall co-operate with all other parties
engaged or employed by the Company from time to time and shall coordinate his
activities with the activities of such parties as and when requested by the
Company.




14.

Force
Majeure

 14.1 Notwithstanding anything herein to the contrary,
neither party hereto shall be deemed to be in default with respect to the
performance of the terms, covenants and conditions of
this Agreement if the same shall be due to any strike, lock-out, civil
commotion, invasion, rebellion, hostilities, sabotage, governmental regulations
or controls, or acts of God.




15.

Notice




 15.1 All notices, demands and payments required or permitted
to be given hereunder shall be in writing and may be delivered personally, or
sent by telegram or telex or other means of electronic communication providing a
printed copy ("Electronic Communication") or may be forwarded by first class
prepaid registered mail to the addresses set forth below. Any notice delivered
or sent by Electronic Communication deemed to have been given and received at
the time of delivery. Any notice mailed as aforesaid shall be deemed to have
been given and received on expiration of 72 hours after it is posted, addressed
to the Company or the Consultant at their respective addresses or telefax
numbers set out above or such other address or addresses or telefax numbers as
the parties may from time to time give notice of in writing; provided that if
there shall be between the time of mailing and the
actual receipt of the notice a mail strike, slow down
or other labour dispute which may affect the delivery of such notice by the
mails, then such notice shall be effective only if actually delivered.




16.

Entire
Agreement




 16.1 The provisions herein contained constitute the entire
agreement between the parties and supersede all previous communications,
representations and agreements, whether oral or written, between the parties
with respect to the subject matter hereof.




17.

Further
Assurances




17.1

Each
of the parties shall execute such other documents and instruments and shall do
such other acts as may be necessary to implement and carry out the
intent







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of
this Agreement.




18.

Proper
Law, Attornment and Venue




18.1 This Agreement will be governed by and construed in
accordance with the laws of placeStateBritish Columbia. The Company and the
Consultant hereby attorn to jurisdiction the Courts thereof and hereby select
placeCityVancouver, StateBritish Columbia as the proper forum for any action
commenced by any party with respect to this Agreement or the transactions
contemplated herein.




19.

Time
of Essence




19.1

Time
is of the essence of this Agreement.




20.

Waiver
of Breach




20.1 The waiver by either the Company or the Consultant of a
breach of any provisions of this Agreement by the other party to this Agreement
shall not operate or be construed as a waiver of any subsequent breach by that
party.




21

Regulatory
Approval




21.1
This Agreement is subject to the approval of all regulatory authorities as may
have jurisdiction (the "Regulatory Authorities").




IN
WITNESS WHEREOF the parties have affixed their common seal hereto in the
presence of their officers duly authorized for that purpose.







		
	
InNexus
Biotechnology Inc.

By
its President & CEO




“Jeff
Morhet”




Jeff
Morhet
	









“Thomas
Kindt”




Thomas
Kindt

	
 
	
 









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SCHEDULE "A"

TO THE CONSULTING AGREEMENT DATED FOR REFERENCE APRIL 1,
2007
BETWEEN INNEXUS BIOTECHNOLOGY, INC AND JUR STROBOS, MD.

SERVICES
AND DUTIES

The
Consultant shall, in co-operation with such other persons as the Company may
specify:

1.
Senior Consultant -- Preclinical Development & Regulatory Affairs
Preclinical Required Tasks:




·

Create
strategies for preclinical studies for drugs in development in keeping with
company objectives, project team timelines, and industry standards for
nonclinical development and clinical development.

·

Supervise
staff in the Preclinical Development group: make work assignments, hold staff
meetings, and follow up on the completion of work.

·

Provide
ongoing oversight of nonclinical programs on development projects including
preparing status reports, oral presentations and/or summaries of nonclinical
information for management and for inclusion in regulatory submissions.

·

Interface
with company management, business development representatives, and/or outside
partners on issues related to nonclinical development studies and
strategies.

·

Negotiate
work plans and study budgets on contracted studies; review expenditures and
prepare quarterly expense reconciliations.

·

Manage
budgets and developing annual budget reviews at the company level. In
cooperation with financial resources of the company, oversee contract management
and invoicing procedures while preparing quarterly reconciliations of contracts
and invoices.

·

Provide
team member input for reviews which may include: annual reviews, mid-year
reviews, interim reviews, etc.

Regulatory
Required Tasks:




·

Generate
documentation to support and execute Regulatory Affairs plans.

·

Working
closely with scientific, manufacturing and quality personnel, prepare CMC
regulatory submissions, namely INDs, CTAs, master files and their amendments
including writing, reviewing and editing technical reports and regulatory
documents.



·





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SCHEDULE "A"

TO THE CONSULTING AGREEMENT DATED FOR REFERENCE JUNE 8,
2007
BETWEEN INNEXUS BIOTECHNOLOGY, INC AND JUR STROBOS, MD.

SERVICES
AND DUTIES

The
Consultant shall, in co-operation with such other persons as the Company may
specify:

1.
Senior Consultant -- Preclinical Development & Regulatory Affairs
Preclinical Required Tasks:




·

Create
strategies for preclinical studies for drugs in development in keeping with
company objectives, project team timelines, and industry standards for
nonclinical development and clinical development.

·

Supervise
staff in the Preclinical Development group: make work assignments, hold staff
meetings, and follow up on the completion of work.

·

Provide
ongoing oversight of nonclinical programs on development projects including
preparing status reports, oral presentations and/or summaries of nonclinical
information for management and for inclusion in regulatory submissions.

·

Interface
with company management, business development representatives, and/or outside
partners on issues related to nonclinical development studies and
strategies.

·

Negotiate
work plans and study budgets on contracted studies; review expenditures and
prepare quarterly expense reconciliations.

·

Manage
budgets and developing annual budget reviews at the company level. In
cooperation with financial resources of the company, oversee contract management
and invoicing procedures while preparing quarterly reconciliations of contracts
and invoices.

·

Provide
team member input for reviews which may include: annual reviews, mid-year
reviews, interim reviews, etc.

Regulatory
Required Tasks:




·

Generate
documentation to support and execute Regulatory Affairs plans.

·

Working
closely with scientific, manufacturing and quality personnel, prepare CMC
regulatory submissions, namely INDs, CTAs, master files and their amendments
including writing, reviewing and editing technical reports and regulatory
documents.

·







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·

Coordinate
and ensure effective and timely input into the planning, agreement and
generation of required CMC documentation, and the review and compilation of
dossiers, as needed, for submission from team members.

·

Participate
in discussions with FDA and/or Health Authorities as required with
responsibility for writing and finalization of CMC sections of briefing books
when necessary.

·

Participate
in project teams and will exercise expertise and judgment in providing guidance
to other personnel on CMC issues.

·

Serve
as liaison between InNexus technical areas and other consultants while keeping
abreast of biologics CMC requirements for antibodies.

Consultant
Requirements:

·

Reporting
to the CEO, the consultant will have 10+ years of relevant experience in
hands-on experience in clinical development requirements for cancer and other
hard-to-treat disease with the planning and conducting of nonclinical and
clinical development studies, nonclinical and clinical program management and
also have a solid working knowledge of cGMPs, and CMC experience in regulatory
affairs or Quality with an emphasis in the biologics/biotech area.

·

Experience
in products and NDA/BLA preparation is required.

·

Able
to adapt to changing priorities, with attention to detail and accuracy.

·

Ability
to communicate in appropriate modes to technical staff and management, both
internally and externally.

·

Strong
background in writing and editing technical reports and investigations with
demonstrated ability to interact with multi-disciplined teams.

·

Experience
in supervising technical staff at the manager or director level.

·

Strong
negotiation skills.

2.

 Work directly for and report to Jeff Morhet, President &
Chief Executive Officer of InNexus and shall provide weekly written, or verbally
if authorized, status reports to the CEO.

3.

Make
one visit every two weeks to the placeCityScottsdale facility of InNexus to meet
with the CEO and other staff members, i.e., project managers.

4.

Such
other services the Company as may from time to time reasonably specify in
connection with the foregoing.



Conditions to
Payment of Cash Remuneration






Endnotes

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6.

Books
and Records

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10.

Liability
of Consultant

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12.

Non-Assiqnabilitv

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The Company shall not be required to pay any remuneration, other
than as expressly