Advisory Agreement

[DC PARTNERS LETTERHEAD] August 20, 2008


















 
 

 
 
[DC PARTNERS LETTERHEAD]

August 20, 2008


VIA EMAIL

Richard Berman
CEO
Morlex, Inc.
420 Lexington Avenue, Suite 450
New York, NY 10170

Re: Advisory Agreement Amendment

Dear Mr. Berman:

 
This letter will serve to amend and incorporate by reference the engagement agreement dated January 10, 2008 between All Ad Acquisition, Inc., and its assignors or successors, and DC Associates LLC.
 
The agreement is still in force and effect and is modified as follows:
 
2.
Scope of Work; Parameters:
Added: DC Associates shall advise the Company regarding: (i) the turnaround of its operations, (ii) settlement with Jason J. Kulpa, (iii) restructuring the Company, (iv) recapitalization of indebtedness and (v) the recruitment of a full-time Chief Executive Officer.
 
3.
Fees:
One million (1,000,000) shares of Common Stock of Morlex, Inc. upon successful restructuring of Morlex, Inc.’s and its subsidiary’s indebtedness. Additional compensation will be success-based and as determined by the Board of Directors.
 

 
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Sincerely,
       
       
 
DC ASSOCIATES LLC
       
       
 
By:
 
 
Name:
Michael Crow
 
 
Title:
President
 
       

 
ACCEPTED AND APPROVED:
     
MORLEX, INC.