PediatRx Inc.: Exhibit 10.2 - Filed by newsfilecorp.com







	LOCK-UP AGREEMENT 
	 


This Lock-Up Agreement (the “Agreement”) is dated
February 9, 2011 (the “Effective Date”)

BETWEEN:

PEDIATRX INC., a Company formed
pursuant to the laws of the State of Nevada and having an office for
business located at 405 Trimmer Road, Suite 200, Califon, New Jersey
07830

(the “Company”)

AND:

DAVID TOUSLEY, an individual
resident of the State of Kansas whose address is 14610 Pawnee Street,
Leawood, KS 66224 

(“Tousley”)

WHEREAS:

A. Tousley is the registered and beneficial owner of 266,666
shares of common stock (the "Common Shares") of PediatRx Inc. (the
“Company”);

B. The Company and Tousley have agreed to enter into this
Agreement in order to prevent Tousley from selling or otherwise disposing of the
Common Shares or any interest therein.

NOW, THEREFORE, for and in consideration of ten dollars cash in
hand paid by the Company to Tousley, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged by
Tousley, the Company and Tousley do hereby agree as follows:

	1. 	AGREEMENT NOT TO SELL, ASSIGN, CONVEY OR
      OTHERWISE DISPOSE OF COMMON SHARES AND OTHER MATTERS
  



	1.1 	
      Tousley hereby irrevocably agrees:

	 	 	 
		(a) 	
      not to sell, assign, convey or otherwise dispose of any
      of the Common Shares for a period beginning on the date hereof and ending
      on December 31, 2015 (the "Restricted Period").

	 	 	 
		(b) 	
      that the share certificates representing the Common
      Shares will be provided to the registrar and transfer agent of the Company
      in order that they can be legended in accordance with this
    Agreement.




	2. 	REPRESENTATIONS AND WARRANTIES OF
      TOUSLEY 


Tousley hereby represents and warrants to the Company that he
is duly authorized to execute and deliver this Agreement and, upon execution by
the Company, this Agreement will constitute a valid and binding agreement,
enforceable against him in accordance with its terms, and the consummation by
him of the transaction contemplated hereby will not constitute a violation of or
default under, or conflict with, any contract, commitment, agreement, understanding or arrangement
of any kind to which he is a party and by which he is bound at the date hereof;
and




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	3. 	REPRESENTATIONS AND WARRANTIES OF THE
      COMPANY 


The Company hereby represents and warrants to and covenants
with you, as representations and warranties that will survive completion of the
transactions contemplated hereby, that: 

	 	(a) 	
      it is duly authorized to execute and deliver this
      Agreement;

	 	 	 
	 	(b) 	
      upon acceptance by Tousley of this Agreement, this
      Agreement will be valid and binding, enforceable against the Company in
      accordance with its terms and the execution of this Agreement will not
      constitute a violation of or default under, or conflict with, any
      restriction of any kind or any contract, commitment, agreement,
      understanding or arrangement to which the Company is a party and by which
      it is bound.




	4. 	EXPENSES 


Tousley and the Company shall each pay their respective
expenses incurred in connection with this Agreement.

	5. 	AMENDMENT 


Except as expressly set forth herein, this Agreement
constitutes the whole of the agreement between the parties and may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the effected party.

	6. 	ASSIGNMENT 


No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties.

	7. 	NOTICE 


Any notice, document or other communication required or
permitted to be given to the parties under this Agreement shall be in writing
and be either hand delivered or sent by email as follows:

	 	(a) 	to Tousley at: 	  
	 	  	  	  
	 	  	14610 Pawnee Street 
	 	  	Leawood KS 66224 
	 	  	email address: 	davidtousley@yahoo.com 
	 	  	  	  
	 	(b) 	to the Company: 
	 	  	  	  
	 	  	PediatRx Inc. 	  
	 	  	405 Trimmer Road, Suite 200 
	 	  	Califon, New Jersey 07830 
	 	  	Attention: 	President 
	 	  	email address: 	camerondurrant@yahoo.com







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and shall be deemed to be received by the party to whom such
notice is given on the date of delivery or transmission.

	8. 	SUCCESSORS 


This Agreement will be binding upon, enure to the benefit of
and be enforceable by the parties and their respective successors. This
Agreement may not be assigned.

	9. 	TIME OF THE ESSENCE 


Time shall be of the essence of this Agreement.

	10. 	APPLICABLE LAW 


This Agreement shall be governed and construed in accordance
with the laws of the State of New Jersey and each party irrevocably attorns to
the jurisdiction of the courts of the State of New Jersey for the resolution of
any disputes arising hereunder.

	11. 	TERMINATION 


This Agreement shall be deemed to terminate, and the respective
rights and obligations of the parties hereunder shall cease, at the end of the
Restricted Period.

	12. 	INDEPENDENT LEGAL ADVICE.



The Company has obtained legal advice concerning this Agreement
and has requested that Tousley obtain independent legal advice with respect to
this Agreement. Tousley hereby represents and warrants to the Company that he
has been advised to obtain independent legal advice, and that, prior to the
execution of this Agreement, he has obtained independent legal advice or has, in
his discretion, knowingly and willingly elected not to do so

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)




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This Agreement may be executed in several counterparts and each
counterpart will together constitute one original document. 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 set forth
on page one of this Agreement.

	 	Yours truly, 
	 	 
	 	PEDIATRX INC.
  
	 	 
	 	 
	 	Per: 	
	 	 	 
	 	 	 
	 	/s/ David Tousley	 
	 	DAVID TOUSLEY