PediatRx Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






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. 

STOCK OPTION AGREEMENT 

  (U.S. Persons) 

This AGREEMENT is entered into as of the ___th 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) 	
      “Cashless Exercise” has the meaning ascribed thereto in
      Section 2.8 of this Agreement;

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







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

	 	 	 
	 	(d) 	
      “Exercise Price” means $<> per
  share;

	 	 	 
	 	(e) 	
      “Expiry Date” means <>;

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

	 	 	 
	 	(g) 	
      “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.

	 	 	 
	 	(h) 	
      “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 “C”
      or Schedule “D” hereto, which notice shall specify therein the number of
      Optioned Shares in respect of which the Options are being
  exercised;

	 	 	 
	 	(i) 	
      “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;

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

	 	 	 
	 	(k) 	
      “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

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

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

	 	 	 
	 	(n) 	
      “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;

	 	 	 
	 	(o) 	
      “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; and

	 	 	 
	 	(p) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.



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

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. 




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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;
provided, however, that if the Optionee is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of
1934, as amended, with respect to the Common Stock, the Optionee shall be
precluded from selling, transferring or otherwise disposing of any Common Stock
underlying any of the Options during the six months immediately following the
grant of the Options. 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 “C” or
Schedule “D”) to the President of the Company at its principal executive office,
specifying the number of Optioned Shares to be purchased and accompanied by
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. 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
      the 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 issuance of Optioned Shares that the Optionee
execute and/or deliver to the Company all documents and withholding taxes
required in accordance with applicable laws. 

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; 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. 

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. 




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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) 	
      a questionnaire in the form attached hereto as Schedule
      “B”.



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;

	 	 	 
	 	(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
      United States Securities and Exchange Commission (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 and others 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 are no longer
      accurate or have been 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 this Agreement;








5 

	 	(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
      an Incentive Stock Options, there will 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 will 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;

	 	 	 
	 	(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 director, officer, employee,
      independent contractor or consultant of the Company, Parent or
      Subsidiary;

	 	 	 
	 	(b) 	
      if the Optionee is an employee, independent contractor or
      consultant of the Company, Parent or Subsidiary, the Optionee is a bona
      fide employee, independent contractor or consultant of the Company Parent
      or Subsidiary;

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

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

	 	 	 
	 	(e) 	
      the Optionee has received a brief description of the
      Securities and the use of proceeds from the distribution of the
      Securities;







6 

	 	(f) 	
      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;

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

	 	 	 	 
	 	(h) 	
      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;

	 	 	 	 
	 	(i) 	
      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;

	 	 	 	 
	 	(j) 	
      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;

	 	 	 	 
	 	(k) 	
      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;

	 	 	 	 
	 	(l) 	
      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;

	 	 	 	 
	 	(m) 	
      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;

	 	 	 	 
	 	(n) 	
      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;

	 	 	 	 
	 	(o) 	
      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;

	 	 	 	 
	 	(p) 	
      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;

	 	 	 	 
	 	(q) 	
      if the Optionee is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Optionee has
      sole investment discretion with respect to each such account, and the
      Optionee has full power to make the foregoing acknowledgements,
  representations and agreements on behalf of such account;








7 

	 	(r) 	
      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,

	 	 	 
	 	(s) 	
      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 has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. 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. 

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 Securities 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. 

      

    

  






8 

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 

Resale restrictions may apply. Any resale of the Optioned
Shares received upon exercising any Options will be subject to resale
restrictions contained in the securities legislation applicable to 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. 

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. 




9 

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:   
_______________________________________

 

 

____________________________________________




SCHEDULE “A” 

VESTING SCHEDULE 

Incentive Stock Options 

<> 

Non Qualified Stock Options 

<> 




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;
  







- 2 - 

	 	________ 	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 ___th day of ________, ____. 

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







SCHEDULE “C” 

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.







- 2 - 

SCHEDULE “D” 

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.