Amendment to Advisory Agreement between Morlex, Inc. and DC Associates LLC (August 20, 2008)

Summary

Morlex, Inc. and DC Associates LLC have amended their existing advisory agreement. DC Associates will now provide additional advisory services, including helping with company turnaround, settling with a specific individual, restructuring, recapitalizing debt, and recruiting a new CEO. As compensation, DC Associates will receive one million shares of Morlex, Inc. upon successful debt restructuring, with the possibility of further success-based compensation as determined by Morlex’s Board of Directors. The original agreement remains in effect except as modified by this amendment.

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