PediatRx Inc.: Exhibit 10.43 - Filed by newsfilecorp.com






PROMISSORY NOTE AMENDMENT 

          This
Promissory Note Amendment (this “Amendment”) is made and entered into as of the
19 day of April, 2011 (the “Amendment Date”), by and between Trels Investments,
Ltd. with principal offices located at 17 Gr. Xenopoulou Street, PO Box
54425, 3724 Limassol, Cypress (“Noteholder”) and PediatRx, Inc., with principal
offices located at 90 Fairmount Road West, Califon, NJ, 07830 USA (“Company”).


RECITALS 

          WHEREAS,
the Noteholder is the holder of a Promissory Note (the “Note”) dated May 6, 2011
in the principal amount of $250,000 (attached as Exhibit A) between the
Noteholder and the Company which Note has a maturity date of May 6, 2012 (the
“Maturity Date”). 

          WHEREAS,
the Noteholder desires to extend the Maturity Date of the Note for one hundred
and one (101) days to August 15, 2012. 

          WHEREAS,
the Company desires to extend the Maturity Date of the Note for one hundred and
one (101) days to August 15, 2012. 

          NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: 

	1.1 	
      Effective on the Amendment Date, the maturity date of the
      Note shall become August 15, 2012.



 

IN WITNESS WHEREOF, this Agreement has been executed by the
Parties hereto all as of the date first above written. 

 

	PediatRx, Inc. 	Trels Investments, Ltd. 
	 	 
	  	  
	By: _______________________________________________	By:
      _______________________________________________
	 	 
	Name: Cameron
      Durrant                                                                        
       	Name:
      _____________________________________________
	 	 
	Title: President and
      CEO                                                                       
       	Title:
      ______________________________________________






SCHEDULE A 

INSTRUMENT 

THIS SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON AS DEFINED IN REGULATION S PROMULGATED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY,
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S.
STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS
IN ACCORDANCE WITH THE 1933 ACT. 

PROMISSORY NOTE 

	US$250,000 	Date: MAY 6, 2011 


FOR VALUE RECEIVED, the undersigned promises to pay to the
order of TRELS INVESTMENT LTD. at its principal office located at 17
GR. XENOPOULOU STREET, PO BOX 54425, 3724 LIMASSOL CYPRUS, or at such other
place as the holder of this Note may from time to time designate, the principal
sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) in lawful money
of the United States of America, together with interest thereon as herein
provided on the date that is one year from the date of this promissory note, or
MAY 6, 2012.

The principal amount or such portion thereof as shall remain
outstanding from time to time shall accrue simple interest, calculated monthly
in arrears, at a rate of FIVE PERCENT (5%) PER ANNUM commencing on the
date of this promissory note and payable at maturity.

If principal is not paid when due, the undersigned promises to
pay all costs of collection, including without limitation, legal fees, and all
expenses in connection with the protection or realization of the collateral
securing this promissory note, if any, or the enforcement of any guaranty hereof
incurred by the holder(s) hereof on account of such collection, whether or not
suit is filed hereon or thereon; such costs and expenses shall include, without
limitation, all costs, expenses and legal fees incurred by the holder(s) hereof
in connection with any insolvency, bankruptcy, arrangement or other similar
proceedings involving the undersigned, or involving any endorser or guarantor
hereof, which in any way affects the exercise by the holder(s) hereof of the
rights and remedies of such holder(s) under this promissory note.

The undersigned may prepay all or any portion of the principal
sum without prior notice to, or the consent of, the holder, at any time and from
time-to-time during the term of this Note provided that (i) the undersigned is
not in default hereunder at the time of prepayment, (ii) if the prepayment
occurs at any time prior to the first day of the sixth calendar month following
the date of this Note (the “Six Month Anniversary”), the undersigned shall pay,
in lieu of actual interest accrued, an amount equal to the interest that would
have accrued on the amount of the principal sum prepaid if the same had been
outstanding for six months; and (iii) if the prepayment occurs at any time after
the Six Month Anniversary, the undersigned shall pay all interest that has
actually accrued on the amount of the principal sum that is prepaid.

Presentment, protest, notice of protest and notice of dishonour
are hereby waived.

PEDIATRX, INC. 

 

By:
______________________________________________

                  
  Cameron Durrant, President and CEO