PEDIATRX INC. - Exhibit 10.1 - Filed by newsfilecorp.com






THE OPTIONS REPRESENTED BY THIS AGREEMENT ARE NOT
TRANSFERABLE. NEITHER THE OPTIONS NOR THE OPTIONED SHARES THAT MAY BE ISSUED
UPON EXERCISE OF THE OPTIONS HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN OR
WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AGREEMENT
 (U.S. Persons)

This AGREEMENT is entered into as of the ___ day of _____(the
“Date of Grant”).

BETWEEN:


  
    PEDIATRX INC., a company incorporated pursuant to the
      laws of the State of Nevada, with an office at 405 Trimmer Road, Suite 200,
      Califon, New Jersey 07830

    (the “Company”)

  



AND:


  
    _____________, a businessman with an address at
      ______________ 

    (the “Optionee”) 

  



WHEREAS:

A. The Company’s board of directors (the “Board”) has
approved and adopted a 2011 Stock Option Plan (the “Plan”), whereby the
Board is authorized to grant stock options to purchase shares of common stock of
the Company to the directors, officers, employees, independent contractors and
consultants of the Company or any Parent or Subsidiary of the Company (as
defined herein);

B. The Optionee is a director, officer, employee, independent
contractor or consultant of the Company, Parent or Subsidiary; and

C. The Company wishes to grant stock options to purchase a
total of _________________Optioned Shares (as defined herein) to the
Optionee, as follows:

________________ Incentive Stock
Options (as defined herein)

________________ Non Qualified Stock
Options (as defined herein)

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. DEFINITIONS

1.1 In this Agreement, the following terms shall have the
following meanings:

	 	(a) 	
      “Accredited Investor Questionnaire” means a
      questionnaire substantially in the form of the Accredited Investor
      Questionnaire attached to this Agreement as Schedule
“B”;








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		(b) 	
      “Cashless Exercise” has the meaning ascribed
      thereto in Section 2.8 of this Agreement;

	 	 	 
		(c) 	
      “Code” means the Internal Revenue Code of
    1986;

	 	 	 
		(d) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
		(e) 	
      “Company Information” has the meaning attributed
      to it in Section 5.1(c) of this Agreement, below;

	 	 	 
		(f) 	
      “Exercise Price” means $ _________ per
    share;

	 	 	 
		(g) 	
      “Expiry Date” means ___, _____________ ;

	 	 	 
		(h) 	
      “Incentive Stock Options” means any Options that
      meet all the requirements under section 422 of the Code.

	 	 	 
		(i) 	
      “Non Qualified Stock Options” means any Options
      that do not qualify as Incentive Stock Options and, thus, do not meet the
      requirements under section 422 of the Code.

	 	 	 
		(j) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “D”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised and which notice shall
      be accompanied by an executed copy of (i) an Accredited Investor
      Questionnaire if the Optionee is at the time of exercise an accredited
      investor or, (ii) if the Optionee is not an accredited investor at the
      time of exercise, a Prospective Investor Suitability Questionnaire showing
      that the Optionee qualifies for an exemption from the registration
      requirements imposed by the 1933 Act;

	 	 	 
		(k) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
		(l) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
		(m) 	
      “Parent” means a company or other entity that owns
      at least fifty percent (50%) of the outstanding voting stock or voting
      power of the Company;

	 	 	 
		(n) 	
      “Prospective Investor Suitability Questionnaire”
      means a questionnaire substantially in the form of the Prospective
      Investor Suitability Questionnaire attached to this Agreement as Schedule
      “C”;

	 	 	 
		(o) 	
      “SEC” means the Securities and Exchange
      Commission;

	 	 	 
		(p) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
		(q) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
		(r) 	
      “Subsidiary” means a company or other entity, at
      least fifty percent (50%) of the outstanding voting stock or voting power
      of which is beneficially owned, directly or indirectly, by the
    Company;

	 	 	 
		(s) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States;

	 	 	 
		(t) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this Agreement; and

	 	 	 
		(u) 	
      “1933 Act” means the Securities Act of 1933, as
      amended.

	 	 	 
	1.2 Capitalized terms not otherwise defined
      herein shall have the meanings ascribed thereto in the
Plan.






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2. THE OPTIONS

2.1 The Company hereby grants to the Optionee, on the terms and
conditions set out in this Agreement and in the Plan, Options to purchase a
total of ____________ Optioned Shares at the Exercise Price.

2.2 The Options will vest in accordance with Schedule “A” to
this Agreement and pursuant to Section G(5) of the Plan. The Options may be
exercised immediately after vesting.

2.3 The Options shall, at 5:00 p.m. (Eastern Time) on the
Expiry Date, expire and be of no further force or effect whatsoever.

2.4 The Company shall not be obligated to cause the issuance,
transfer or delivery of a certificate or certificates representing Optioned
Shares to the Optionee, until provision has been made by the Optionee, to the
satisfaction of the Company, for the payment of the aggregate Exercise Price for
all Optioned Shares for which the Options shall have been exercised, and for
satisfaction of any tax withholding obligations associated with such
exercise.

2.5 The Optionee shall have no rights whatsoever as a
shareholder in respect of any of the Optioned Shares (including any right to
receive dividends or other distribution therefrom or thereon) except in respect
of which the Options have been properly exercised in accordance with the terms
of this Agreement.

2.6 The Options will terminate in accordance with the
provisions of the Plan.

2.7 Subject to the provisions of this Agreement and the Plan
and subject to compliance with any applicable securities laws, the Options shall
be exercisable, in full or in part, at any time after vesting, until
termination. If less than all of the shares included in the vested portion of
any Options are purchased, the remainder may be purchased at any subsequent time
prior to the Expiry Date. Only whole shares may be issued pursuant to the
exercise of any Options, and to the extent that any Option covers less than one
(1) share, it is not exercisable.

2.8 Each exercise of the Options shall be by means of delivery
of a Notice of Exercise (which may be in one of the forms attached hereto as
Schedule “D” or Schedule “E”) to the President of the Company at its principal
executive office, specifying the number of Optioned Shares to be purchased and
accompanied by (i) payment in cash or by certified check or cashier’s check in
the amount of the full Exercise Price for the Common Stock to be purchased, and
(ii)(A) if the Optionee is at the time of exercise an accredited investor, an
executed copy of an Accredited Investor Questionnaire dated the same date as the
Notice of Exercise or, (B) if the Optionee is not an accredited investor at the
time of exercise, a Prospective Investor Suitability Questionnaire dated the
same date as the Notice of Exercise showing that at the time of exercise the
Optionee has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the prospective
investment in the Optioned Shares. In addition to payment in cash or by
certified check or cashier’s check, unless the Board decides not to allow the
Cashless Exercise (defined below), the Optionee or transferee of the Options may
pay for all or any portion of the aggregate Exercise Price by complying with one
or more of the following alternatives:

	 	(a) 	
      by delivering to the Company shares of Common Stock
      previously held by the Optionee, or by the Company withholding shares of
      Common Stock otherwise deliverable pursuant to the exercise of the
      Options, which shares of Common Stock received or withheld shall have a
      fair market value at the date of exercise (as determined by the Board in
      good faith) equal to the aggregate exercise price to be paid by the
      Optionee upon such exercise (“Cashless Exercise”). In the event of
      Cashless Exercise, the Optionee shall exchange the Options for that number
      of Optioned Shares subject to such Cashless Exercise multiplied by a
      fraction, the numerator of which shall be the difference between the fair
      market value at the date of exercise (as determined by the Board in good
      faith) and the Exercise Price, and the denominator of which shall be such
      fair market value; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



2.9 It is a condition precedent to the exercise of any Options
and the issuance of any Optioned Shares that the Optionee execute and/or deliver
to the Company all documents and withholding taxes required in accordance with
applicable laws, as determined by the Company in its sole discretion.




4

2.10 Nothing in this Agreement shall obligate the Optionee to
purchase any Optioned Shares except those Optioned Shares in respect of which
the Optionee shall have exercised the Options in the manner provided in this
Agreement or the Plan.

2.11 Reference is made to the Plan for particulars of the
rights and obligations of the Optionee and the Company in respect of:

	 	(a) 	
      the terms and conditions on which the Options are granted
      except to the extent set forth herein; and

	 	 	 
	 	(b) 	
      a consolidation or subdivision of the Company’s share
      capital or corporate reorganization;



all to the same effect as if the provisions of the Plan were
set out in this Agreement and to all of which the Optionee assents. A copy of
the Plan is available to Optionee at no charge, at the Company’s principal
executive office. Any provision of this Agreement that is inconsistent with the
Plan shall be considered void and replaced with the applicable provision of the
Plan. The Company may modify, extend or renew this Agreement or the Options
represented hereby or accept the surrender thereof (to the extent not previously
exercised) and authorize the granting of a new option in substitution therefore
(to the extent not previously exercised), subject at all times to the Plan, the
applicable rules of any applicable regulatory authority or stock exchange, and
any applicable laws. Notwithstanding the foregoing provisions of this Section
2.11, the Company shall not have the right to make any modification which would
materially alter the terms of the Option to the Optionee’s detriment or
materially impair any rights of the Optionee hereunder without the consent of
the Optionee.

2.12 By accepting the Options, the Optionee represents and
agrees that none of the Optioned Shares purchased upon exercise of the Options
will be distributed in violation of applicable federal and state laws and
regulations. The Optionee further represents and agrees to provide the Company
with any other document reasonably requested by the Company or the Company’s
Counsel.

3. DOCUMENTS REQUIRED FROM OPTIONEE

3.1 The Optionee must complete, sign and return to the
Company:

	 	(a) 	
      an executed copy of this Agreement; and

	 	 	 
	 	(b) 	
      one of the two questionnaires in the forms attached
      hereto as Schedule “B” and Schedule “C”, whichever
  applies.



3.2 The Optionee shall complete, sign and return to the Company
as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, and
applicable law.

4. SUBJECT TO STOCK OPTION PLAN

The terms of the Options will be subject to the Plan, as may
from time to time be amended, and any inconsistencies between this Agreement and
the Plan, as the same may be from time to time amended, shall be governed by the
provisions of the Plan. A copy of the Plan will be delivered to the Optionee,
and will be available for inspection at the principal offices of the
Company.

5. ACKNOWLEDGEMENTS OF THE OPTIONEE

5.1 The Optionee acknowledges and agrees that:

	 	(a) 	
      the Securities have not been registered under the 1933
      Act or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state securities
  laws;







5

	 	(b) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company that is available on the website of the
      SEC at www.sec.gov (the “Company Information”);

	 	 	 
	 	(d) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(e) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(g) 	
      the Company, its officers, directors, counsel and agents
      are entitled to rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, statements, answers, covenants and agreements
      contained in this Agreement and agrees that if any of such
      acknowledgements, representations, warranties, statements, answers,
      covenants, and agreements should become, by the passage of time after the
      date of this Agreement, no longer accurate or should be breached, the
      Optionee shall promptly notify the Company, and the Optionee will hold
      harmless the Company from any loss or damage it may suffer as a result of
      the Optionee’s failure to correctly complete or comply with the terms of
      this Agreement;

	 	 	 
	 	(h) 	
      the Optionee has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks regarding the
      exercise of the Options and the issuance of the Optioned Shares and with
      respect to applicable resale restrictions and it is solely responsible
      (and the Company is in not any way responsible) for compliance with
      applicable resale restrictions;

	 	 	 
	 	(i) 	
      the Optionee acknowledges that if the Options qualify as
      Incentive Stock Options, there may be no regular federal income tax
      liability upon the exercise of the Option, although the excess, if any, of
      the fair market value of such Optioned Shares on the date of exercise over
      the Exercise Price may be treated as a tax preference item for federal
      alternative minimum tax purposes and may subject the Optionee to the
      alternative minimum tax in the year of exercise;

	 	 	 
	 	(j) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 
	 	(k) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company’s common
      stock on the OTC Bulletin Board;







6

	 	(l) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 
	 	(m) 	
      no documents in connection with this Agreement have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(n) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(o) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
OPTIONEE

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that:

	 	(a) 	
      the Optionee is a bona fide director, officer, employee,
      independent contractor or consultant of the Company, Parent or
      Subsidiary;

	 	 	 	 
	 	(b) 	
      the Optionee is a U.S. Person;

	 	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the Company Information;

	 	 	 	 
	 	(d) 	
      the Optionee has received a brief description of the
      Securities and it understands that the proceeds from the exercise of the
      Options will be used by the Company as working capital for general
      corporate purposes;

	 	 	 	 
	 	(e) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 	 
	 	(f) 	
      the Optionee has concurrently executed and delivered the
      questionnaire in the form attached as Schedule “B” or Schedule “C” and the
      representations and warranties contained in such questionnaire are true
      and correct;

	 	 	 	 
	 	(g) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Optionee is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Optionee;

	 	 	 	 
	 	(h) 	
      the Optionee:

	 	 	 	 
	 		(i) 	
      has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies,

	 	 	 	 
	 		(ii) 	
      has no need for liquidity in this investment,
  and

	 	 	 	 
	 		(iii) 	
      is able to bear the economic risks of an investment in
      the Securities for an indefinite period of time, and can afford the
      complete loss of such investment;

	 	 	 	 
	 	(i) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Optionee is providing evidence of such knowledge and experience in
      these matters through the information requested in this
  Agreement;

	 	 	 	 
	 	(j) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the
  SEC;







7

	 	(k) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Optionee, or of any agreement, written or oral, to which
      the Optionee may be a party or by which the Optionee is or may be
      bound;

	 	 	 	 
	 	(l) 	
      the Optionee is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Optionee has not subdivided his interest in the
      Securities with any other person;

	 	 	 	 
	 	(m) 	
      the Optionee is not an underwriter of, or dealer in, the
      shares of the Company’s common stock, nor is the Optionee participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 	 
	 	(n) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations, statements, answers and agreements contained in this
      Agreement, and agrees that if any of such acknowledgements,
      representations, statements, answers and agreements are no longer accurate
      or have been breached, the Optionee shall promptly notify the
    Company;

	 	 	 	 
	 	(o) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to acquire the Securities;

	 	 	 	 
	 	(p) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and,

	 	 	 	 
	 	(q) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company’s common stock on the OTC Bulletin Board.



7. ACKNOWLEDGEMENT AND WAIVER

The Optionee hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Optionee might be entitled in connection with the distribution of any of the
Securities.

8. PROFESSIONAL ADVICE

The acceptance of the Options and the sale of Common Stock
issued pursuant to the exercise of Options may have consequences under federal
and state tax and securities laws which may vary depending upon the individual
circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or
she has been advised to consult his or her personal legal and tax advisor in
connection with this Agreement and his or her dealings with respect to Options.
Without limiting other matters to be considered with the assistance of the
Optionee’s professional advisors, the Optionee should consider: (a) whether upon
the exercise of Options, the Optionee will file an election with the Internal
Revenue Service pursuant to Section 83(b) of the Code and the implications of
alternative minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying Optioned Shares; and (c) any
resale restrictions that might apply under applicable securities laws.




8

9. LEGENDING OF SUBJECT SECURITIES

9.1 The Optionee hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Optioned Shares will bear a legend in substantially the following
form:


  
    
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
        AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN
        ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
        SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
        TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS.

    

  



9.2 The Optionee hereby acknowledges and agrees to the Company
making a notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on transfer
set forth and described in this Agreement.

10. RESALE RESTRICTIONS

This Option Agreement and the Options represented hereby are
not transferable. Optioned Shares received upon exercise of any Options will be
subject to resale restrictions contained in the securities legislation
applicable to the Company and the Optionee. The Optionee acknowledges and agrees
that the Optionee is solely responsible (and the Company is not in any way
responsible) for compliance with applicable resale restrictions.

11. NO EMPLOYMENT RELATIONSHIP

The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.

12. GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States of America as applicable therein.

13. COSTS

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.

14. SURVIVAL

This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto.

15. ASSIGNMENT

This Agreement is not transferable or assignable.




9

16. CURRENCY

Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars.

17. SEVERABILITY

The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement.

18. COUNTERPARTS AND ELECTRONIC MEANS

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first above written.

19. ENTIRE AGREEMENT

This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement and the Plan, once
approved, supersede all prior and contemporaneous oral and written statements
and representations and contain the entire agreement between the parties with
respect to the Options.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

PEDIATRX INC.

Per: /s/ Cameron Durrant       
       
Cameron Durrant
        President and
Chief Executive Officer

Name of Optionee: ____________________




SCHEDULE “A”

VESTING SCHEDULE

Incentive Stock Options



	Date 	Number of Options to Vest 
	 	 
	 	 
	 	 
	 	 



Non Qualified Stock Options



	Date 	Number of Options to Vest 
	 	 
	 	 
	 	 
	 	 







SCHEDULE “B”

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Stock Option Agreement.

The Optionee covenants, represents and warrants to the Company
that he or she satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the Securities Act of
1933 (the “Securities Act”), as indicated below: (Please initial in the space
provide those categories, if any, of an “Accredited Investor” which the Optionee
satisfies)

	 	_____  	Category
      1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US
      $5,000,000;

	 	 	 	 
	 	_____  	Category
      2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of grant or exercise exceeds
      US $1,000,000 excluding the value of the primary residence of such
      person(s) and the related amount of indebtedness secured by the primary
      residence up to its fair market value.

	 	 	 	 
	 	_____  	Category
      3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year;

	 	 	 	 
	 	_____  	Category
      4 	
      A “bank” as defined under Section (3)(a)(2) of the
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance company as defined in Section 2(13) of the Securities Act; an
      investment company registered under the Investment Company Act of 1940
      (United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958 (United States); a plan
      with total assets in excess of US $5,000,000 established and maintained by
      a state, a political subdivision thereof, or an agency or instrumentality
      of a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose investment
      decisions are made by a plan fiduciary, as defined in Section 3(21) of
      such Act, which is either a bank, savings and loan association, insurance
      company or registered investment adviser, or if the employee benefit plan
      has total assets in excess of US $5,000,000, or, if a self- directed plan,
      whose investment decisions are made solely by persons that are accredited
  investors;

	 	 	 	 
	 	_____  	Category
      5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States);

	 	 	 	 
	 	_____  	Category
      6 	
      A director or executive officer of the
  Company;








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	 	_____  	Category 7	
      A trust with total assets in excess of US $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the Securities Act;

	 	 	 	 
	 	_____  	Category 8	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing
categories;



Note that the Optionee claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the Optionee’s status as an Accredited
Investor.

If the Optionee is an entity which initialled the last category
in reliance upon the Accredited Investor categories above, state the name,
address, total personal income from all sources for the previous calendar year,
and the net worth (exclusive of home, home furnishings and personal automobiles)
for each equity owner of the said entity: 

	 


All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, the
Optionee agrees that, if necessary, this Questionnaire may be presented to such
parties as the Company deems appropriate to establish the availability, under
the Securities Act or applicable state securities law, of exemption from
registration in connection with the issuance of the Securities hereunder.

The Optionee hereby certifies that the information contained in
this Questionnaire is complete and accurate and the Optionee will notify the
Company promptly of any change in any such information.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______day of __________________, 20__.

	 	X
  
	 	Signature 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	Social Security/Tax I.D. No.







SCHEDULE “C”

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Stock Option Agreement.

The purpose of this Questionnaire is to assure the Company that
the Optionee will meet the standards imposed by the Securities Act of 1933 (the
“Securities Act”) and the appropriate exemptions of applicable state securities
laws. The Company will rely on the information contained in this Questionnaire
for the purposes of such determination. The Option and the Optioned Shares
(together, the “Securities”) will not be registered under the Securities Act and
has been issued in reliance upon the exemption from registration afforded by
Section 3(b) and/or Section 4(2) of the Securities Act and/or Regulation D
promulgated thereunder. This Questionnaire is not an offer of any securities of
the Company in any state other than those specifically authorized by the
Company.

Please attach additional pages if necessary to answer any
question fully.

REPRESENTATIONS OF OPTIONEE

This item is presented in alternative form. Please initial in
the space provided the applicable alternative.

	_____   	 ALTERNATIVE ONE: The Optionee covenants, represents
  and warrants to the Company that he or she has such knowledge and experience in
  financial and business matters that he or she is capable of evaluating the
  relative merits and risks of an investment in the Securities and Company and is
  not utilizing a purchaser representative in connection with evaluating such
  merits and risks. The Optionee is providing evidence of its knowledge and
  experience in these matters through the information requested below in this
  Questionnaire.
	 	 
	_____   	      ALTERNATIVE TWO: The Optionee covenants, represents
and warrants to the Company that he or she has chosen to use the services of a
purchaser representative acceptable to the Optionee in connection with the
Optionee’s acquisition of the Securities. The Optionee hereby acknowledges that
the person named below is his or her purchaser representative who will assist
and advise the Optionee in evaluating the merits and risks of an investment in
the Securities and the Company and affirms that such purchaser representative
has previously disclosed in writing any material relationship that exists
between the purchaser representative (or its affiliates) and the Company (or its
affiliates) that is mutually understood to be contemplated, or that has existed
at any time during the previous two years, and any compensation received or to
be received as a result of such relationship.


	 	 
	 	(name of Purchaser Representative)
	 	 
	 	 
	 	(address of Purchaser Representative)


If the Optionee utilizes a purchaser representative, this
Questionnaire must be accompanied by a completed and signed purchaser
representative Questionnaire, a copy of which can be obtained from the Company
upon request.









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FOR INDIVIDUAL INVESTORS

	
1. 		
Name: _________________________________________________________________________
	
	 	 
	
2. 		
Residential Address & Telephone Number: _____________________________________________
	
	 	

    ______________________________________________________________________________
	 	 
	 	______________________________________________________________________________
	 	 
	
3. 		
Length of Residence in State of Residence: _____________________________________________
	
	 	 
	
4. 		
U.S.Citizen:                 _____ Yes     _____ No
	
	 	 
	
5. 		
Social Security Number: __________________________________________________________
	
	 	 
	
6. 		
Business Address & Telephone Number: _____________________________________________
	
	 	 
	 	______________________________________________________________________________
	 	 
	 	______________________________________________________________________________
	 	 
	
7. 		
Preferred Mailing Address:                  _____ Residence      _____ Business
	
	 	 
	
8. 		
Date of Birth: _________________________________________________________________
	
	 	 
	
9. 		
Employer and Position: __________________________________________________________
	
	 	 
	
10. 		
Name of Business: _____________________________________________________________
	
	 	 
	
11. 		
Business or Professional Education and Degrees:
	



	 	
School		
Degree		
Year Received	
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



	
12. 		
Prior Employment (last 5 years):

	


	 	 	 	 
	 	Employer	Nature of Duties 	Dates of Employment 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








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	13. 	
      Relationship to the Company, if any: ________________________________________________

	 	 
	14. 	
      Is the Optionee an officer of director of a publicly-held
      company?

	 	 
		
                         ____ Yes       _____ No

	 	 
		
  If yes, specify company: ___________________________________________________________

	 	 
	15. 	
      Does the Optionee beneficially own 10% or more of the
      voting securities of a publicly-held company?

	 	 
		
                          ____ Yes       _____ No

	 	 
		
      If yes, specify company:

	 	 
	16. 	
      Within the last 5 years, has the Optionee personally
      invested in investments sold by means of private placements in reliance on
      exemptions from registration under the Securities Act and state securities
      laws?

	 	 
		
                          ____ Yes       _____ No

	 	 
	17. 	
      Prior investments by the Optionee which were purchased in
      reliance on exemptions from registration under the Securities Act and
      State securities laws (initial the highest number applicable):

	 	 
		
      Amount (Cumulative)




	 	Real Estate: 	Up to 	$50,000 to 	Over 
	 	               
         None: _____	$50,000 _____	$250,000 _____	$250,000 _____
	 	  	  	  	  
	 	Securities: 	Up to 	$50,000 to 	Over 
	 	               
         None: _____	$50,000 _____	$250,000 _____	$250,000 _____
	 	  	  	  	  
	 	Other: 	Up to 	$50,000 to 	Over 
	 	               
         None: _____	$50,000 _____	$250,000 _____	$250,000 _____




	18. 	
      Does the Optionee consider itself to be an experienced
      and sophisticated investor?

	 	 
		
                                     ____
      Yes             
  _____No

	 	 
		
      If so, please provide evidence of investment
      sophistication and/or experience:

		 
		 
		 
		 
	 	 
	19. 	
      Does the Optionee, or any person authorized to execute
      this Questionnaire, consider itself to have such knowledge of the Company
      and its business and such experience in financial and business matters to
      enable it to evaluate the merits and risks of an investment in the
      Securities and the Company, should the Optionee be given an opportunity to
      so invest?

                  ____
Yes           _____No













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20. 		
If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined gross income during the preceding two years (initial the highest number applicable):

	




	 	 	
2009		
2008	
	 	 	
_____ Less than $75,000		
_____ Less than $75,000	
	 	 	
_____ $75,001 to $100,000		
_____ $75,001 to $100,000	
	 	 	
_____ $100,001 to $200,000		
_____ $100,001 to $200,000	
	 	 	
_____ $200,001 to $300,000		
_____ $200,001 to $300,000	
	 	 	
_____ $Over $300,000		
_____ $Over $300,000	



	
21. 		
If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined estimated net worth (exclusive of home, home furnishings and personal automobiles) (initial the highest number
applicable):

	




	 	 	
_____ Less than $100,000		
_____ $300,0001 to $500,000	
	 	 	
_____ $100,001 to $200,000		
_____ $500,001 to $1,000,000	
	 	 	
_____ $200,001 to $300,000		
_____ Over $1,000,000	
	 	 	 	 


	22. 	Regardless of the amount of the proposed investment:
	 	 	 
	 	 	(a) Will the Optionee’s proposed investment exceed 10% of its individual net worth, or the Optionee’s joint net worth with its spouse as determined in paragraph 22 above?

                                  ____ Yes       _____ No

	 	 	 
	 	(b)	 Will the Optionee be able to bear the economic risk of its investment in this transaction? 

                                    ____ Yes
        _____
    No 

	 	 	 
	23. 	Please provide answers to the following questions.
	 	 	 
	 	(a) 	State total assets of the Optionee, including cash, stocks and bonds, automobiles, real estate, and any other assets:

     $ _______________________________________________

	 	 	 
	 	(b) 	State total liabilities of the Optionee including real estate indebtedness, accounts payable, taxes payable and any other liabilities:

     $ ______________________________________________

	 	 	 
	 	(c) 	State annual income of the Optionee including salary, securities income, rental income and any other income:

     $ ______________________________________________

	 	 	 
	 	(d) 	(State annual expenses of the Optionee, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses:     

     $ ______________________________________________











 - 5 -

 

	 	(e)	Does the Optionee expect the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:

                                       ____ Yes      _____ No

       If yes, explain:

      ______________________________________________________________

    ______________________________________________________________
        



All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Optionee agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems
appropriate to establish the availability, under the Securities Act or applicable state securities law, of exemption from registration in connection with the issuance of the Securities hereunder.


The Optionee hereby certifies that the information contained in this Questionnaire is complete and accurate and the Optionee will notify the Company promptly of any change in any such information. 


IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ____ day of _____________________, 20__.

	 	X 
	 	Signature 
	 	 
	 	 
	 	Print or Type Name 
	 	 
	 	 
	 	Social Security/Tax I.D. No. 














SCHEDULE “D”


NOTICE OF EXERCISE


TO:       PediatRx Inc.

              405 Trimmer Road, Suite 200 

              Califon, New Jersey 07830


This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.8 of the Stock Option Agreement dated <>, <> (the “Agreement”), between PediatRx Inc. (the “Company”) and the undersigned.
 The undersigned hereby elects to exercise the Optionee’s options to purchase ____________________ shares of the common stock of the Company at a price of US$<> per share, for aggregate consideration of
US$____________, on the terms and conditions set forth in the Agreement. Such aggregate consideration, in the form specified in section 2.8 of the Agreement, accompanies this notice.


The Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement are true as of the date of the exercise of the options under the Agreement.


The Optionee hereby further represents and warrants to the Company that the shares are being purchased only for investment and without intention to sell or distribute such shares.


The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:

	
Registration Information:		 	
Delivery Instructions:	
	 	 	 
	 	 	 
	
Name to appear on certificates		 	
Name	
	 	 	 
	 	 	 
	
Address		 	
Address	
	 	 	 
	 	 	 
	
City, State, and Zip Code		 	 Telephone Number 
	 		 	 



DATED at _____________________________, the _______ day of______________, _______.

	 	X 
	 	Signature 
	 	 
	 	 (Name and, if applicable, Office) 
	 	 
	 	 (Address) 
	 	 
	 	 (City, State, and Zip Code) 
	 	 
	 	 Fax Number or E-mail Address 
	 	 
	 	Social Security/Tax I.D. No. 











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SCHEDULE “E”


NOTICE OF CASHLESS EXERCISE

TO:       PediatRx Inc.

             405 Trimmer Road, Suite 200 

             Califon, New Jersey 07830


This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.8 of the Stock Option Agreement dated <>, <> (the “Agreement”), between PediatRx Inc. (the “Company”) and the undersigned.
 The undersigned hereby elects to exercise the Optionee’s options by exchanging the Optionee’s options to purchase _________ shares of the common stock of the Company with _________ shares of the Company’s common
stock pursuant to the Cashless Exercise provision and other terms and conditions set forth in the Agreement.


The Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement are true as of the date of the exercise of the options under the Agreement.


The Optionee hereby further represents and warrants to the Company that the shares are being purchased only for investment and without intention to sell or distribute such shares.


The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 	 	 
	 Name to appear on certificates 	 	 Name 
	 	 	 
	 	 	 
	 Address 	 	 Address 
	 	 	 
	 	 	 
	 City, State, and Zip Code 	 	 Telephone Number 
	 	 	 



DATED at _____________________________, the _______ day of______________, _______.

	 	X 
	 	Signature 
	 	 
	 	 (Name and, if applicable, Office) 
	 	 
	 	 (Address) 
	 	 
	 	 (City, State, and Zip Code) 
	 	 
	 	 Fax Number or E-mail Address 
	 	 
	 	Social Security/Tax I.D. No.