Striker Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






Employment Agreement

THIS AGREEMENT made effective as of the 1st day of July,
2010.

BETWEEN:

PEDIATRX INC., a Nevada
corporation having an address for the 
conduct of business located at 405
Trimmer Road, Suite 200, 
Califon, NJ, 07830, USA

(the “Company”)

AND:

Jorge Rodriguez
10341 S.W.
45th Street
Miami, Florida 33165 (the “Executive”)

RECITALS:

A.          
WHEREAS, the Executive has been acting on behalf of the Company and would like
to continue to do so pursuant to the terms of this Agreement; and

B.          
WHEREAS, the Company would like to employ the Executive pursuant to the terms of
this Agreement.

NOW THEREFORE in consideration of the mutual promises of the
parties hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the
parties hereto, the parties hereby covenant and agree as follows:

1.            
DEFINITIONS

1.1          
Definitions. For the purposes of this Agreement, the following terms
shall have the following meanings, respectively:

	 	(a) 	
      “Agreement” means this Agreement and all schedules
      and amendments hereto.

	 	 	 
	 	(b) 	
      “Approved Holder” means any person or group of
      persons acting in concert which as of the date of this Agreement hold,
      directly or indirectly, a sufficient number of the outstanding Voting
      Shares to affect materially the control of the Company.

	 	 	 
	 	(c) 	
      “Base Salary” has the meaning attributed to it in
      Section 3.1(a) of this Agreement.







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	 	(d) 	
      “Board” means the Board of Directors of the
      Company.

	 	 	 	 
	 	(e) 	
      “Company” has the meaning attributed to it on Page
      1 of this Agreement.

	 	 	 	 
	 	(f) 	
      “Change of Control Event” means the occurrence of
      any one of the events set out in sections 1.1(f)(i) to 1.1(f)(iv)
      below:

	 	 	 	 
	 		(i) 	
      an acquisition, directly or indirectly, of Voting Shares,
      whether through one transaction or a number of transactions, by any person
      or group of persons acting in concert (other than an Approved Holder) the
      result of which is that such person or group of persons hold, directly or
      indirectly, at least forty (40%) percent of the Voting Shares;

	 	 	 	 
	 		(ii) 	
      the consummation of a merger, amalgamation or
      consolidation of the Company with or into another entity or any other
      corporate reorganization, if more than 50% of the combined voting power of
      the continuing or surviving entity’s securities outstanding immediately
      after the transaction are owned by persons who were not stockholders of
      the Company or an Approved Holder immediately prior to such merger,
      amalgamation, consolidation or reorganization;

	 	 	 	 
	 		(iii) 	
      the consummation by an entity, person or group (other
      than the Company, a wholly owned subsidiary of the Company, or an Approved
      Holder) of a tender offer, an exchange offer, a take-over bid or any other
      offer or bid for more than 40% of the issued and outstanding common shares
      of the Company; or

	 	 	 	 
	 		(iv) 	
      consummation of a sale, transfer or disposition by the
      Company of all or substantially all of the assets of the
Company.

	 	 	 	 
	 		
      In the case of the occurrence of any of the events set
      forth in this section 1.1(f), a Change of Control Event shall be deemed to
      occur immediately prior to the occurrence of any such events. An event
      shall not constitute a Change of Control Event if it is a merger with a
      parent or subsidiary, or its sole purpose is to change the jurisdiction of
      the Company’s organization or to create a holding company, partnership or
      trust that will be owned in substantially the same proportions by the
      persons who held the Company’s securities immediately before such event or
      by the persons who held Striker’s securities immediately before such
      event. Additionally, a Change of Control Event will not be deemed to have
      occurred, with respect to the Executive, if the Executive is part of a
      purchasing group that consummates the Change of Control Event.

	 	 	 	 
	 	(g) 	
      “Common Shares” means the common shares, without
      par value, of Striker.

	 	 	 	 
	 	(h) 	
      “Competing Business” shall have the meaning
      attributed to it in Section 5.3, below.







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	 	(i) 	
      “Confidential Information” means information,
      whether or not originated by the Executive, that relates to the business
      or affairs of the Company, its affiliates, clients or suppliers and is
      confidential or proprietary to, about or created by the Company, its
      affiliates, clients, or suppliers. Confidential Information includes, but
      is not limited to, the following types of confidential information and
      other proprietary information of a similar nature (whether or not reduced
      to writing or designated or marked as confidential):

	 	 	 	 
	 		(i) 	
      work product resulting from or related to work or
      projects performed for or to be performed for the Company or its
      affiliates, including but not limited to, the methods, processes,
      procedures, analysis, techniques and audits used in connection
      therewith;

	 	 	 	 
	 		(ii) 	
      computer software of any type or form and in any stage of
      actual or anticipated development including, by way of example and not in
      limitation, programs and program modules, routines and subroutines,
      procedures, algorithms, design concepts, design specifications (design
      notes, annotations, documentation, flowcharts, coding sheets, and the
      like), source code, object code and load modules, programming, program
      patches and system designs;

	 	 	 	 
	 		(iii) 	
      information relating to Developments prior to any public
      disclosure thereof including, by way of example and not in limitation, the
      nature of the Developments, production data, technical and engineering
      data, test data and test results, the status and details of research and
      development of products and services, and information regarding acquiring,
      protecting, enforcing and licensing proprietary rights (including patents,
      copyrights and trade secrets);

	 	 	 	 
	 		(iv) 	
      internal Company personnel and financial information,
      vendor names and other vendor information, purchasing and internal cost
      information, internal services and operational manuals, and the manner and
      method of conducting the Company’s business;

	 	 	 	 
	 		(v) 	
      marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and

	 	 	 	 
	 		(vi) 	
      all information that becomes known to the Executive as a
      result of employment that the Executive, acting reasonably, believes is
      Confidential Information or that the Company takes measures to
    protect.

	 	 	 	 
	 		
      Confidential Information does not
  include:







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	 		(vii) 	
      the general skills and experience gained during the
      Executive’s employment or engagement with the Company that the Executive
      could reasonably have been expected to acquire in similar employment or
      engagements with other companies;

	 	 	 	 
	 		(viii) 	
      information publicly known without breach of this
      Agreement or similar agreements; or

	 	 	 	 
	 		(ix) 	
      information, the disclosure of which is required to be
      made by any law, regulation or governmental authority (to the extent of
      the requirement), provided that before disclosure is made, notice of the
      requirement (and the extent of the requirement) is provided to the Company
      (to the extent reasonably possible in the circumstances), and the Company
      is afforded an opportunity to dispute the requirement.

	 	 	 	 
	 	(j) 	
      “Date of Termination” means the date of
      termination of this Agreement pursuant to its terms.

	 	 	 	 
	 	(k) 	
      “Developments” means all discoveries, inventions,
      designs, works of authorship, improvements and ideas (whether or not
      patentable or copyrightable) and legally recognized proprietary rights
      (including, but not limited to, patents, copyrights, trademarks,
      topographies, know-how and trade secrets), and all records and copies of
      records relating to the foregoing, that:

	 	 	 	 
	 		(i) 	
      result or derive from the Executive’s employment or from
      the Executive’s knowledge or use of Confidential Information;

	 	 	 	 
	 		(ii) 	
      are conceived or made by the Executive (individually or
      in collaboration with others) during the term of and related to the
      Executive’s employment by the Company;

	 	 	 	 
	 		(iii) 	
      result from or derive from the use or application of the
      resources of the Company or its affiliates; or

	 	 	 	 
	 		(iv) 	
      relate to the business operations of the Company or to
      actual or demonstrably anticipated research and development by the Company
      or its affiliates.

	 	 	 	 
	 	(l) 	
      “Directors” means the Directors of the Company,
      and “Director” means any one of them.

	 	 	 	 
	 	(m) 	
      “Effective Date” means July 1, 2010.

	 	 	 	 
	 	(n) 	
      “Employee Benefits” shall have the meaning
      attributed in Section 4.1, below.

	 	 	 	 
	 	(o) 	
      “Good Reason” means the occurrence of any of the
      following events without the express written consent of the
    Executive:







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	 		(i) 	
      any material reduction or diminution (except temporarily
      during any period of physical or mental incapacity or disability of the
      Executive or one resulting from the request of the Executive) in the
      Executive’s title(s), status, position(s), authority, duties or
      responsibilities with the Company; or

	 	 	 	 
	 		(ii) 	
      a material breach by the Company of this
  Agreement.

	 	 	 	 
	 		(iii) 	
      the Company’s re-location of the Executive’s place of
      work to a distance not less than 50 miles by usual highways from the
      Executive’s agreed place of work at the effective date of this agreement,
      without mutual agreement of the Executive and the Company.

	 	 	 	 
	 	(p) 	
      “Indemnification Amounts” has the meaning
      attributed in Section 7.1, below.

	 	 	 	 
	 	(q) 	
      “Initial Term” means the period of time beginning
      on the Effective Date and ending on the second anniversary of the
      Effective Date.

	 	 	 	 
	 	(r) 	
      “Just Cause” includes, but is not limited
    to:

	 	 	 	 
	 		(i) 	
      the Executive’s failure to properly discharge his lawful
      duties, or any material breach or non-observance by the Executive of any
      material provision of this Agreement;

	 	 	 	 
	 		(ii) 	
      the Executive’s conviction for any crime respecting the
      property of the Company, or which calls into question the Executive’s
      personal honesty;

	 	 	 	 
	 		(iii) 	
      any breach by the Executive of his obligations under the
      Company’s code of conduct or any policies or procedures adopted by the
      Company from time to time, and disseminated to employees in accordance
      with the Company’s normal practice, provided that such conduct would
      amount to just cause as a matter of common law;

	 	 	 	 
	 		(iv) 	
      any breach by the Executive of the fiduciary duties
      normally owed by a Chief Commercial Officer of a corporation including the
      duty to avoid conflicts of interest, and to act honestly and in good faith
      with a view to the best interests of the Company;

	 	 	 	 
	 		(v) 	
      any other material breach of this Agreement by the
      Executive; or

	 	 	 	 
	 		(vi) 	
      just cause as that term is defined by the common law
      applicable in New Jersey.

	 	 	 	 
	 	(s) 	
      “Performance Bonus” has the meaning attributed in
      Section 3.1(a), below.

	 	 	 	 
	 	(t) 	
      “Performance Bonus Criteria” has the meaning
      attributed in Section 3.1(a), below.







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	 	(u) 	
      “Renewal Term” means any period of time after
      expiration of the Initial Term during which the employment of the
      Executive pursuant to this Agreement continues, if the parties to this
      Agreement have agreed to the renewal in writing.

	 	 	 
	 	(v) 	
      “Striker” means Striker Energy Corp., a Nevada
      corporation and, as of the Effective Date, the sole stockholder of the
      Company and its surviving corporate entities following a corporate action
      or actions.

	 	 	 
	 	(w) 	
      “Termination Notice Period” is the period of six
      (6) months plus two (2) months per year of employment of the Executive up
      to a maximum of twelve (12) months during which the terms of this
      Agreement shall remain in effect following notice of termination being
      given by the Executive or the Company pursuant to Section 6.3
  below.

	 	 	 
	 	(x) 	
      “Voting Shares” means voting shares of the Company
      or Striker.

	 	 	 
	 	(y) 	
      “Year” means any year during the term of this
      Agreement whether occurring during the Initial Term or, if applicable, any
      Renewal Terms.



2.           
 TERMS AND CONDITIONS OF EMPLOYMENT

2.1          
Employment. The Company and the Executive agree that as of the Effective
Date, the terms and conditions of the employment of the Executive by the Company
will be as set out in this Agreement. The Executive shall perform such duties as
are regularly and customarily performed by the Chief Commercial Officer of a
corporation, which shall include but are not limited to the duties set forth in
Schedule “A” hereto and any other duties consistent with the Executive’s
position in the Company. The Executive agrees that in addition to the role of
Chief Commercial Officer, the Executive will perform other related positions or
duties of senior capacity as the Company may from time to time reasonably
require and describe in writing. The Executive shall always act in accordance
with any reasonable decision of and obey and carry out all lawful and reasonable
orders given to him by the Chief Executive Officer.

2.2          
Reporting. The Executive shall:

	 	(a) 	
      report to the Chief Executive Officer and take direction
      from the Chief Executive Officer ;

	 	 	 
	 	(b) 	
      attend meetings of the Board as required by the Chief
      Executive Officer or the Board, make a report at such meetings describing
      the status of the Company and addressing such other matters as may be
      required by the Chief Executive Officer or the Board;

	 	 	 
	 	(c) 	
      ensure that all contracts and similar arrangements of the
      Company shall be approved and signed in accordance with the signing
      authorities authorized by the Board from time to
time.







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2.3          
Term. Employment of the Executive by the Company shall be effective on
the Effective Date and continue for the Initial Term or, if earlier, until such
time as this agreement is terminated as hereinafter set out in Section 6
herein.

2.4          
Location. The Executive will be based in Miami, Florida, or at a location
mutually agreed to by the Company and by the Executive from time to time. The
Executive understands that he may be required to travel regularly in order to
fulfill his duties as Chief Commercial Officer of the Company.

2.5          
Time and Efforts. Unless prevented by ill health, or physical or mental
disability or impairment, the Executive shall, during the term hereof, devote
sufficient time, effort, care and attention to his duties set out in this
Agreement and to the business of the Company in order to properly discharge his
duties hereunder and the Executive shall not be employed or associated with any
other business venture without the written consent of the Company.

2.6          
Fiduciary Role. The Executive acknowledges that as the Chief Commercial
Officer of the Company, he occupies a position of fiduciary trust and confidence
and as a fiduciary, he will develop and acquire wide experience and knowledge
with respect to all aspects in which the Company’s business is conducted. The
Executive agrees to serve the Company in a manner which is consistent with the
fiduciary duties owed to the Company. Without limiting the generality of the
foregoing, the Executive shall observe the highest standards of loyalty, good
faith, and avoidance of conflicts of duty and self-interest.

3.           
 COMPENSATION

3.1          
Compensation. During the Initial Term and any Renewal Terms in effect
during which compensation has not been amended, the Company shall pay and
provide the following compensation to the Executive:

	 	(a) 	
      Base Salary. The Company will pay the Executive
      the sum of $150,000 per annum effective July 1, 2010 (the “Base
      Salary”), with payments made on the 15th and last day of each month or
      as agreed to in the normal payroll processing that the Company shall
      adopt.

	 	 	 
	 	(b) 	
      Performance Bonus. The Executive shall be eligible
      to receive an annual bonus at the end of each Year (the “Performance
      Bonus”) initially targeted to be 50% of Base Salary (the “Target
      Bonus”). Both the decision to pay a Performance Bonus and the amount of a
      Performance Bonus, shall be at the discretion of the Board, acting
      reasonably and in accordance with the Performance Bonus criteria
      established in Striker’s Compensation Plan to be proposed and submitted to
      the Board for approval (the “Performance Bonus Criteria”). The
      bonus is payable in cash, in Striker equity, or as a combination of both.
      In the case of the Performance Bonus paid as a combination of cash and
      equity, the cash portion shall be not less than 50% of the total value of
      the Performance Bonus.

	 	 	 
	 	(c) 	
      Equity Compensation – Stock Options. The Executive
      shall be eligible to receive an annual stock option award at the end of
      each Year (the “Option Award”). Both the decision to make an Option Award
      and the amount and specifics of the Option Award shall be at the discretion of
the Board, acting reasonably and in accordance with the Option Award criteria to
be established as part of Striker’s Compensation Plan and in compliance with all
applicable laws and the rules of any quotation system or stock exchange. It is
intended that such options will be options of Striker.








- 8 -

3.2          
Payroll Deductions. All compensation payable to the Executive pursuant to
this Article 3 or otherwise under this Agreement, will be payable in accordance
with the Company’s normal payroll practices, as applicable, and will be subject
to all statutory deductions that the Company is required to make and remit.

3.3          
Taxes. The Executive will be responsible to pay for all federal, state
and local taxes assessed on any income received from the Executive under this
Agreement, which are over and above the amounts that were deducted and remitted
on the Executive’s behalf by the Company. 

4.           
 EMPLOYEE BENEFITS

4.1          
Employee Benefits. The Executive shall, to the extent eligible, be
entitled to participate in all of the Company’s employee benefit plans (the
“Employee Benefits”) provided by the Company to its senior officers in
accordance with the terms thereof as they may be in effect from time to time.
The Executive shall pay 30% of the monthly premium attributable to his benefits
and the Company shall pay the other 70% as well as any administrative costs of
maintaining the programs in effect.

4.2          
Benefit Plans. To the extent that the Company has adopted any formal
plans or policies in respect of Employee Benefits, they shall be provided in
accordance with those formal plan documents or policies and any issues with
respect to entitlement or payment of benefits under any of the Employee Benefits
will be governed by the terms of such documents or policies establishing the
benefits in issue. The Company reserves the unilateral right to revise the terms
of the Employee Benefits or to eliminate any Employee Benefits altogether. The
Executive agrees that any changes to the Employee Benefits will not affect or
change any other part of this Agreement. 

4.3          
Benefits on Cessation of Employment. Unless otherwise agreed by the
parties or as otherwise expressly provided to the contrary in this Agreement,
upon cessation of employment with the Company for any reason, regardless of
whether the cessation is voluntary or involuntary or constitutes termination
with or without cause or adequate notice:

	 	(a) 	
      the Executive will cease to participate in the Employee
      Benefits and will not be entitled to any further benefits thereunder,
      except for medical and dental benefits which may be continued at his own
      expense for a period of six (6) months after the Date of Termination;
      and

	 	 	 
	 	(b) 	
      the Executive will be solely responsible for obtaining
      personal benefit plans to replace any or all Employee Benefits, including,
      without limitation, health insurance, dental insurance and long term
      disability insurance.







- 9 -

4.4          
Automobile Expenses. In accordance with policies formulated by the
Company from time to time, the Executive will be reimbursed for all reasonable
automobile expenses including fuel, and mileage calculated at the prevailing IRS
rate actually and properly incurred by the Executive in connection with the
performance of his employment duties. For all such expenses, the Executive will
be required to keep proper accounts and to furnish statements and vouchers to
the Company within 30 days after the date the expenses are incurred.

4.5          
Key-Person Insurance. The Company may purchase key-person insurance on
the life and health of the Executive. The beneficiary under such insurance
purchased on the life and health of the Executive shall be the Company. The
Executive agrees to perform such acts (such as health checks) as may be required
by the insurer in order for the Company to purchase such key-person
insurance.

4.6          
Vacation. The Executive shall be entitled in each Year to four (4) weeks’
paid vacation, in addition to weekends and statutory holidays, to be taken in
instalments of no more than 2 consecutive weeks of paid time off in accordance
with the standard written policies of the Company with regard to its senior
officers. Subject to the foregoing, paid vacation is to be taken at such time or
times as the Executive may select and the Company may reasonably approve having
regard to the business affairs and operations of the Company.

5.            
CONFIDENTIAL INFORMATION AND DEVELOPMENTS

5.1          
Confidential Information.

	 	(a) 	
      All Confidential Information, whether developed by the
      Executive while employed by the Company or by others employed or engaged
      by or associated with the Company or its affiliates or clients, is the
      exclusive and confidential property of the Company or its affiliates or
      clients, as the case may be, and will at all times be regarded, treated
      and protected as such, as provided in this Agreement.

	 	 	 	 
	 	(b) 	
      As a consequence of the acquisition of Confidential
      Information or arising from his position as Chief Commercial Officer, the
      Executive will occupy a position of trust and confidence with respect to
      the affairs and business of the Company and its affiliates and clients. In
      view of the foregoing, it is reasonable and necessary for the Executive to
      make the following covenants regarding the Executive’s conduct during and
      subsequent to the Executive’s employment by the Company.

	 	 	 	 
	 		(i) 	
      At all times during and subsequent to the Executive’s
      employment with the Company, the Executive will not disclose Confidential
      Information to any person (other than as necessary in carrying out the
      Executive’s duties on behalf of the Company) without first obtaining the
      Company’s consent, and the Executive will take all reasonable precautions
      to prevent inadvertent disclosure of any Confidential
  Information.

	 	 	 	 
	 		(ii) 	
      At all times during and subsequent to the Executive’s
      employment with the Company, the Executive will not use, copy, transfer or
      destroy any Confidential Information (other than as necessary in carrying
      out the Executive’s duties on behalf of the Company) without
      first obtaining the Company’s consent and the Executive will take all
      reasonable precautions to prevent inadvertent use, copying, transfer or
      destruction of any Confidential Information. This prohibition includes,
      but is not limited to, licensing or otherwise exploiting, directly or
      indirectly, any products or services that embody or are derived from
      Confidential Information or exercising judgment or performing analysis
  based upon knowledge of Confidential Information.








- 10 -

	 	(iii) 	
      Within ten (10) business days after the termination of
      the Executive’s employment for any reason, the Executive will promptly
      deliver to the Company all property of or belonging to or administered by
      the Company including without limitation all Confidential Information that
      is embodied in any form, whether in hard copy or on electronic media, and
      that is within the Executive’s possession or under the Executive’s
      control.



5.2          
Intellectual Property.

	 	(a) 	
      All Developments will be the exclusive property of the
      Company and the Company will have sole discretion to deal with
      Developments. The Executive agrees that no intellectual property rights in
      the Developments are or will be retained by him. For greater certainty,
      all work done during the term of employment by the Executive for the
      Company or its affiliates is the sole property of the Company or its
      affiliates, as the case may be, as the first author for copyright purposes
      and in respect of which all copyright will vest in the Company or the
      relevant affiliate, as the case may be. In consideration of the benefits
      to be received by the Executive under the terms of this Agreement, the
      Executive hereby irrevocably sells, assigns and transfers and agrees in
      the future to sell, assign and transfer all right, title and interest in
      and to the Developments and intellectual property rights therein
      including, without limitation, all patents, copyright, industrial design,
      circuit topography and trademarks, and any goodwill associated therewith
      to the Company and the Executive will hold all the benefits of the rights,
      title and interest mentioned above in trust for the Company prior to the
      assignment to the Company.

	 	 	 
	 	(b) 	
      The Executive will do all further things that may be
      reasonably necessary or desirable in order to give full effect to the
      foregoing. If the Executive’s cooperation is required in order for the
      Company to obtain or enforce legal protection of the Developments
      following the termination of the Executive’s employment, the Executive
      will provide that cooperation so long as the Company pays to the Executive
      reasonable compensation for the Executive’s time at a rate to be agreed
      between the Executive and the Company.



5.3          
Non-solicitation and Duty Not to Compete Unfairly. As a consequence of
the fact that the Executive, as Chief Commercial Officer, was a fiduciary of the
Company during the term of this Agreement, the Executive acknowledges that, for
a period of twelve (12) months following the Termination Date, he has an
obligation not to, and he agrees that he shall not:




- 11 -

	 	(a) 	
      contact companies or persons who were investors in, or
      who purchased or agreed to purchase products or services of, the Company
      or Striker within a two year period before the Date of Termination, on
      behalf of a Competing Business or

	 	 	 
	 	(b) 	
      solicit any of the Company’s or Striker’s employees or
      consultants to resign or work for any other business or

	 	 	 
	 	(c) 	
      himself work for a Competing Business unless Termination
      was pursuant to section 6.3.



Without limiting the generality of the foregoing, a
“Competing Business” means a business that competes with the business
carried on by the Company and is engaged in the development and/or marketing of
prescription pharmaceutical products based upon the same or similar active
pharmaceutical molecules as those owned, licensed, co-promoted or co-marketed by
the Company at the Date of Termination, or non-solid oral prescription
pharmaceutical products approved for the treatment and management of pediatric
patients hospitalized for cancer, inflammatory or gastrointestinal
conditions.

5.4          
Consent to Enforcement. The Executive confirms that all restrictions in
Sections 5.1, 5.2, and 5.3, above, are reasonable and valid and any defences to
the strict enforcement thereof by the Company are waived by the Executive.
Without limiting the generality of the foregoing, the Executive hereby consents
to an injunction being granted by a court of competent jurisdiction in the event
that the Executive is in breach of any of the provisions stipulated in Sections
5.1, 5.2 and 5.3, above. The Executive hereby expressly acknowledges and agrees
that injunctive relief is an appropriate and fair remedy in the event of a
breach of any of the said provisions.

5.5          
The Executive’s obligations under each of Sections 5.1,5.2, and 5.3 (a) and 5.3
(b) above, are to remain in effect in accordance with each of their terms and
will exist and continue in full force and effect despite any breach or
repudiation, or alleged breach or repudiation, of this Agreement or the
Executive’s wrongful dismissal by the Company. 

6.            
TERMINATION

6.1          
Termination for Just Cause. The Company may terminate the Executive’s
employment for Just Cause at any time by delivering to the Executive written
notice of termination. In the event that the Executive’s employment with the
Company is terminated by the Company for Just Cause, the Executive shall not be
entitled to any additional payments or benefits hereunder, other than for
amounts due and owing to the Executive by the Company as at the Date of
Termination, excluding any Performance Bonus and, in such event, Stock Options
held at the Date of Termination shall immediately expire.

6.2          
Death or Disability. Subject to applicable human rights laws or similar
legislation, the Company may terminate the Executive’s employment in the event
the Executive has been unable to perform his duties for a period of two (2)
consecutive months or a cumulative period of six (6) months in any consecutive
twenty-four (24) month period, because of a physical or mental disability. The
Executive’s employment and this Agreement shall automatically terminate on the
Executive’s death. In the event the Executive’s employment with the Company
terminates by reason of the Executive’s death or otherwise as a result of
this section 6.2, then upon and immediately effective on the Date of
Termination:




- 12 -

	 	(a) 	
      any Stock Options granted to the Executive which have not
      vested shall vest immediately and be immediately exercisable subject to
      the terms of Striker’s stock option plan and any applicable Stock Option
      Agreement;

	 	 	 	 
	 	(b) 	
      the Company shall promptly pay and provide the Executive
      (or in the event of the Executive’s death, the Executive’s
  estate):

	 	 	 	 
	 		(i) 	
      any unpaid Base Salary and any outstanding and accrued
      regular and special vacation pay through the Date of Termination;
    and

	 	 	 	 
	 		(ii) 	
      reimbursement for any unreimbursed expenses incurred
      through to the Date of Termination; and

	 	 	 	 
	 	(c) 	
      the Company shall pay to the Executive (or in the event
      of the Executive’s death, the Executive’s estate) the continuing payroll
      payments referred to in section 6.3.



6.3          
Termination by the Executive for Good Reason & Termination by the Company
Other than for Just Cause.

	 	(a) 	
      The Executive may elect to terminate his employment with
      the Company for Good Reason at any time within thirty (30) days after the
      date the Executive has given written notice to the Company of the alleged
      “Good Reason” and provided that the Company has failed to cure such event
      or situation within 30 days of receiving said notice In such event, the
      Company will continue to pay the Executive in accordance with the
      Company’s normal payroll procedures and the Executive will continue to
      perform his duties under the Agreement during the applicable Termination
      Notice Period, or the Company, at its discretion, may pay a lump sum to
      the Executive equal to the salary payable during the remainder of the
      Termination Notice Period (the “Lump Sum Payment”). Additionally, the
      Executive may be entitled to a pro-rata Performance Bonus based upon an
      objective evaluation of the Executive’s achievement of goals in accordance
      with section 3.1(b) up to the date of Termination, calculated by
      multiplying the Target Bonus by the fraction which represents the number
      of months elapsed from July 1 of the fiscal year in question through the
      Date of Termination divided by twelve (12). For clarity, the Date of
      Termination will be the earlier of the last day of the Termination Notice
      Period or the date on which the Company, at its discretion, pays the Lump
      Sum Payment.

	 	 	 
	 	(b) 	
      The Company may elect to terminate the Executive’s
      employment at any time for other than Just Cause following the Termination
      Notice Period by delivering to the Executive written notice of termination
      in advance of the Termination Notice Period. In such event, the Company
      will continue to pay the Executive in accordance with the Company’s normal
      payroll procedures during the applicable Termination Notice Period, and
      the Executive will continue to perform his duties under the Agreement
      during the applicable Termination Notice Period, or
the Company, at its discretion, may pay a lump sum to the
      Executive equal to the salary payable during the remainder of the
      Termination Notice Period. Additionally, the Executive may be entitled to
      a pro-rata Performance Bonus based upon an objective evaluation of the
      Executive’s achievement of goals in accordance with section 3.1(b) up to
      the date of Termination, calculated by multiplying the Target Bonus by the
      fraction which represents the number of months elapsed from July 1 of the
      fiscal year in question through the Date of Termination divided by twelve
      (12). For clarity, the Date of Termination will be the earlier of the last
      day of the Termination Notice Period or the date on which the Company, at
  its discretion, pays the Lump Sum Payment.








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	 	(c) 	
      If the Executive is terminated pursuant to this section
      6.3 the Stock Options granted to the Executive will continue to vest for
      the number of months of the applicable Termination Notice Period,
      notwithstanding any election by the Company to pay the Lump Sum Payment to
      the Executive and will be exercisable subject to the terms of the
      applicable stock option plan.



6.4          
Fair and Reasonable Provisions. The Company and Executive acknowledge and
agree that the provisions of Section 6.3, above, regarding further payments of
the Base Salary, Performance Bonus and other bonuses, and the vesting of stock
options, if any, constitute fair and reasonable provisions for the consequences
of such termination, and such payments and benefits shall not be limited or
reduced by amounts the Executive might earn or be able to earn from any other
employment or ventures during the remainder of the agreed term of this
Agreement.

6.5          
Without Good Reason. The Executive may terminate this Agreement at any
time without Good Reason by providing at least thirty (30) days prior written
notice to the Company. In the event that the Executive’s employment with the
Company is terminated during the Term by the Executive without Good Reason, the
Executive shall not be entitled to any additional payments or benefits
hereunder, other than any amounts due and owing as of the Date of Termination
and, in such event, Stock Options that have not vested prior to the Date of
Termination shall immediately expire. The Executive will have up to thirty (30)
days from the first day of this written notice period to exercise Stock Options
that have vested to the Date of Termination.

6.6          
Severance Payments. The Executive agrees that no severance or other
payments not specifically referenced herein will be payable upon termination of
this Agreement in relation to Sections 6.1, 6.2, 6.3 and 6.5.

6.7          
Change of Control. If the Executive’s employment with the Company, or
with the surviving entity, is terminated by the Company, or by the surviving
entity, within six (6) months following a Change of Control Event, or if the
Company fails to provide the Executive with an equivalent position following the
Change of Control Event, then in lieu of the provisions described in section 6.3
the Company shall pay to the Executive a lump sum severance in an amount equal
to 150% of the amount calculated by multiplying one twelfth of the Base Salary
times the number of months in the Termination Notice Period, plus a lump sum
payment calculated by multiplying 150% of the number of months in the
Termination Notice Period times the monthly cost of the benefits that the
employee was receiving at the Date of Termination




- 14 -

	 	(a) 	
      If the Executive is terminated pursuant to this section
      6.7, the Stock Options granted to the Executive which have not vested
      shall vest immediately and be immediately exercisable subject to the terms
      of the applicable stock option plan.



7.            
GENERAL

7.1          
Indemnification. The Company hereby covenants and agrees that if the
Executive is made a party, or is threatened to be made a party, to any action,
suit or proceeding, whether civil, criminal, administrative or investigative of
any nature whatsoever by reason of, or as a result of, the fact that he is or
was a Director, officer or employee of the Company or is or was serving at the
request of the Company as a trustee, director, officer, member, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, the
Executive shall be indemnified and held harmless by the Company to the fullest
extent legally permitted or authorized by the Company’s constating documents or,
if greater, by applicable federal, state or provincial legislation, against all
costs, expenses, liability and losses of any nature whatsoever (including,
without limitation, lawyer’s fees, judgments, fines, interest, taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Executive in connection therewith (collectively the
“Indemnification Amounts”), and such indemnification shall continue as to
the Executive even if he has ceased to be a Director, officer, member, employee
or agent of the Company and shall inure to the benefit of the Executive the
Indemnification Amounts incurred, or reasonably estimated to be incurred, by him
immediately upon receipt by the Company of a written request for such advance.
The Company shall make commercially reasonable efforts to ensure that an
appropriate Directors and Officers liability insurance policy is maintained such
that the Company will be able to meet its obligations of indemnifications under
this section.

7.2          
Authorization. The Company represents and warrants that it is fully
authorized and empowered to enter into this Agreement and perform its
obligations hereunder, and that performance of this Agreement will not violate
any agreement between the Company and any other person, firm or organization nor
breach any provisions of its constating documents or governing legislation.

7.3          
Obligations Continue. The Executive’s obligations under section 5 are to
remain in full force and effect notwithstanding termination of this Agreement
for any reason.

7.4          
Amendment or Waiver. No provision in this Agreement may be amended unless
such amendment is agreed to in writing and signed by the Executive and an
authorized officer of the Company. No waiver by either party hereto of any
breach by the other party hereto of any condition or provision contained in this
Agreement to be performed by such other party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or
subsequent time. Any waiver must be in writing and signed by the Executive and
an authorized officer of the Company, as the case may be.

7.5          
Compliance with Policies and Laws. The Executive agrees to abide by all
the Company’s policies and procedures, including without limitation, the
Company’s code of conduct. The Executive also agrees to abide by all laws
applicable to the Company, in each jurisdiction in which it does business, including without
limitation securities and regulations governing publicly traded companies.




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7.6          
Governing Law and Venue. This Agreement shall be construed and
interpreted in accordance with the laws of the State of New Jersey and the
federal laws of the United States applicable thereto.

7.7          
Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be properly given if hand delivered by
courier or faxed addressed as follows:

	 	(a) 	in the case of the Company: 
	 	  	           
             PediatRx Inc. 
	 	  	           
             405, Trimmer Road, Suite 200, 
	 	  	           
             Califon, NJ 
	 	  	           
             07830 
	 	  	           
             Fax : n/a 
	 	  	           
             Attention: Cameron Durrant 
	 	  	  
	 	 	                    with
      a copy to: 
	 	  	                   Joseph
      Carusone, 
	 	  	           
             Chairman of the Board 
	 	  	           
             Suite 901 – 360 Bay Street 
	 	  	           
             Toronto, ON 
	 		                    Canada
      M5H 2V6  
	 	  	           
             Fax: (416) 352-5239 
	 	  	  
	 	(b) 	in the case of the Executive: 
	 	  	  
	 		                    Jorge
      Rodriguez  
	 	  	           
             10341 S.W. 45th Street 
	 	  	           
             Miami, Florida 33165 Fax : n/a



Or to the last address of the
Executive in the records of the Company and its subsidiaries or to such other
address as the parties may from time to time specify by notice given in
accordance herewith.

Any notice so given shall be conclusively deemed to have been
given or made on the day of delivery, if delivered, or if faxed, upon the date
shown on the delivery receipt recorded by the sending facsimile machine.

7.8           Severability.
If any provision contained herein is determined to be void or unenforceable for
any reason, in whole or in part, it shall not be deemed to affect or impair the
validity of any other provision contained herein and the remaining provisions
shall remain in full force and effect to the fullest extent permissible by
law.




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7.9          
Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the parties with respect
thereto.

7.10         Currency.
Unless otherwise specified herein all references to dollar or dollars are
references to U.S. dollars.

7.11         Further
Assurances. Each of the Executive and the Company will do, execute and
deliver, or will cause to be done, executed and delivered, all such further
acts, documents and things as the Executive or the Company may require for the
purposes of giving effect to this Agreement.

7.12         Counterparts/Facsimile
Execution. This Agreement may be executed in several parts in the same form
and such parts as so executed shall together constitute one original document,
and such parts, if more than one, shall be read together and construed as if all
the signing parties had executed one copy of the said Agreement.

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

	PEDIATRX INC.
    	 
	 	  	 
	Per: 	/s/Cameron Durrant	 
	 	Authorized Signatory 	 


 

 

	EXECUTIVE 	 
	 	  	 
	Per: 	/s/Jorge Rodriguez 	 
	 	Jorge Rodriguez 	 






SCHEDULE “A”

EXECUTIVE’S DUTIES

Management of all matters relating to the operations and
general administration of the Company, including: 

SECTION I : Role Purpose

	
  Analysis, planning, development and execution of marketing strategy and
  tactics for the relevant PediatRx brands. 

  
	
  Develop and execute brand and personal business objectives. 

  
	
  Champion nominated individual brands within the PediatRx portfolio . 

  
	
  Coach, support and offer developmental input to Sales Leadership Team and
  Field Advisory Board 

  
	
  Actively participate in self development and team development. 



SECTION II : Role Dimensions

Chief Commercial Officer is responsible, in collaboration with
other senior managers, for overall strategy, tactical plan, prioritization of
resources and workload, decision-making as it applies to portfolio issues and
determination of overall direction for the brands.

	1. 	
      Budgetary responsibility as per Operating Plan.
      Responsible for allocation of overall budget to projects, preparation of
      budget phasings, monitoring of performance against budget,
    forecasting.

	 	 
	2. 	
      Co-ordination of marketing projects, working across the
      company, with customers and with external agencies.

	 	 
	3. 	
      Purchasing authority as per Company mandated
    limits.



SECTION III: Main Outputs / Responsibilities

	1. 	
      Development of PediatRx strategic marketing plan
      (including 3 year revenue and expenditure plans), one year brand-specific
      marketing plan and support for field development of one year district and
      sales business plans. Specifically, this will apply to existing PediatRx
      brands, as well as possible licensing targets. Evaluating and refining
      brand and portfolio positioning and assumptions will be
  key.







- 2 -

	2. 	
      Developing marketing effectiveness tools and metrics and
      identifying and executing best practice from within and outside the
      pharmaceutical industry.

	 	 
	3. 	
      Delivery of Operating Plan revenue and expenditure by
      implementation of marketing plans. Input to monthly report and monitoring
      brand performance v. key metrics.

	 	 
	4. 	
      Identifying actions to be taken to rectify actual and
      potential deviations from the Operating Plan.

	 	 
	5. 	
      Development of differential customer offerings tailored
      to the specific needs of customer groups (healthcare professionals,
      patients, parents).

	 	 
	6. 	
      Input in to product and business development
      opportunities.

	 	 
	7. 	
      Ensure that Sales Leadership, District Managers,
      Distribution/Reimbursement, Marketers and Representatives have a clear
      understanding of, and involvement in, defining the portfolio and key brand
      strategy and implementation requirements; preparation and execution of
      POAs.

	 	 
	8. 	
      Regular liaison with the lead District Managers assigned
      to launch teams on issues affecting brand launch strategy and
      implementation and taking the necessary action.

	 	 
	9. 	
      Regular liaison with senior management, Business
      Development, Regulatory Affairs, Finance, MIS and other groups to ensure
      steady and high quality information flow and to identify and develop
      opportunities.

	 	 
	10. 	
      Regular liaison with Field Advisory Board members and
      relevant external customers.

	 	 
	11. 	
      Provide developmental support for cross-functional team,
      both as a team and as individuals.



SECTION IV : Nature / Scope of Outputs

	1. 	
      Decision Making

	 	 	 
		
      Without day-to-day reference to manager, but with input
      as necessary :

	 	 	 
		
      	

	
      Resolution of conflicting brand priorities and
      deadlines.

		
      	

	
      Volume and sales forecasting and reforecasting,
      phasing.

		
      	

	
      Approval of promotional material at copy and artwork
      stages.

		
      	

	
      Planning and approval of expenditure up to limits in
      Operating/Marketing Plan.

		
      	

	
      Briefing and other contact with external
  agencies.

	 	 	 
		
      With reference to manager :

	 	 	 
		
      	

	
      Definition of brand strategies and activities.

		
      	

	
      Written proposals for presentation to
  board.







- 3 -

		
      	

	
      Planning for product introductions and
      discontinuations.

		
      	

	
      Major changes to brand strategy or marketing
  plan.

		
      	

	
      Personal development and career planning.

	 	 	 
	2. 	
      People Management

	 	 	 
		
      	

	The plan is to hire direct reports at the appropriate
      time.


SECTION V : Key Competencies

	Supportive leadership (effective leadership, empowering).
  
	Working with others (developing self and colleagues).
  
	Planning to achieve (analysis, problem solving and decision-making).
  
	Marketing specialist competencies (use of marketing mix, marketing
  planning).