[DC PARTNERS LETTERHEAD] August 20, 2008

EX-10.1 2 v128712_ex10-1.htm Unassociated Document

[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:

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.

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:	/s/ Michael Crow
	Name:	Michael Crow
	Title:	President

ACCEPTED AND APPROVED:

MORLEX, INC.


By:	/s/ Richard Berman
Name:	Richard Berman
Title:	CEO