December 9, 2010

Exhibit 10.05 

December 9, 2010

Xxxxxxxx & Co., LLC

000 X. 00xx Xx. 00X

Xxx Xxxx, XX 00000

Attn: Xxxx Xxxxxxxx, Managing Member

Re:  Consulting Agreement

Dear Xx. Xxxxxxxx:

Reference is made to the Consulting Agreement (the “Consulting Agreement”) dated as of June 4, 2010 between Xxxxxxxx & Co., LLC (“Xxxxxxxx & Co.”) and Tonix Pharmaceuticals, Inc. (“Tonix”).  Xxxxxxxx & Co. hereby agrees that the definition of the term IPO for purposes of the Consulting Agreement shall be amended and restated in its entirety to be:

the closing of the sale of shares of the common stock of the Company to the public in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $15,000,000 of proceeds, net of the underwriting discount and commissions, to the Company

Except as expressly provided herein, the terms and conditions of the Consulting Agreement remain in full force and effect.  Please confirm Xxxxxxxx & Co.’s acknowledgement and acceptance of the terms hereof by returning a signed copy of this letter to me.

	By:	/s/ XXXXX X. XXXXXX
		Name:  Xxxxx X. Xxxxxx
		Title:  Secretary
		on behalf of Tonix Pharmaceuticals, Inc.

Acknowledged and Accepted

XXXXXXXX & CO., LLC

By: /s/ XXXX XXXXXXXX

Name:  Xxxx Xxxxxxxx

Title:  Managing Member

0 Xxxx 00 Xxxxx Xxxx – Suite 200, 000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000

Tel: 000.000.0000 • Fax: 000.000.0000