CONSULTING AGREEMENT

THIS AGREEMENT dated for reference December 1, 2004.

BETWEEN:

KARL CAHILL, of 7035 Charmant Drive, Suite #184, San Diego, CA 92122 (hereinafter called the "Consultant")

OF THE FIRST PART

AND:

INNEXUS BIOTECHNOLOGY INC., a corporation incorporated under the laws of British Columbia and having an office at 1400-400 Burrard Street, Vancouver, B.C. V6C 3G2 (hereinafter called the "Company")

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;

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:

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 its best efforts to further the interests of the Company in providing the Services.

Changes in Service

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 unless the Consultant objects in writing within five days of receipt of such notice.

3.

Remuneration of Consultant

 3.1

The Company shall pay the Consultant the sum of US$5,500 per month per month payable on the first day of each month during the term of this Agreement in consideration of the Consultant's performance of the Services as required by this Agreement. 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

The Consultant shall be entitled to receive incentive stock options entitling the holder to purchase 300,000 common shares of the Company at a price of C$0.55 per share for a term of twenty-four months, vesting quarterly over the first 12 months, subject to such further or other terms and conditions as may be acceptable to the TSX Venture Exchange and the Company and such other conditions as may be specified in Schedule "A" hereto.

Consultant Not Agent or Employee

 4.1

The Consultant shall not be an employee or agent of the Company and accordingly, neither shall 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 its 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, except where expressly provided herein, have direction and control of the manner, methods, techniques and procedures used by its agents to perform the Services.

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