PediatRx Inc.: Exhibit 10.4 - Filed by newsfilecorp.com






Cancellation Agreement

This Cancellation Agreement (the “Agreement”) is dated
effective July 1, 2010 (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, NJ 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) 	
      Effective July 1, 2010, the Company entered into a
      management stock agreement (the “Management Stock Agreement”) with
      Tousley, pursuant to which Tousley placed 400,000 shares of common stock
      of the Company that he owned into a designated account over which the
      Company has the sole authority to effect transfers and cancellation
    pursuant to the terms of the Management Stock Agreement; and

	 	 	 
	 	B) 	
      The parties wish to mutually cancel the Management Stock
      Agreement effective July 1, 2010.



NOW THEREFORE in consideration of the premises, the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the Company and Tousley hereby covenant and agree as follows:

	1. 	Cancellation of the Management Stock Agreement
    


The Management Stock Agreement be and is hereby cancelled as of
the Effective Date, and the parties hereby release each other from all further
obligations under the Management Stock Agreement.

GENERAL PROVISIONS

	2. 	AUTHORIZATION. 


Each party 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 it and any other person, firm or organization nor breach any provisions
  of its constating documents or governing legislation.







	3. 	GOVERNING LAW. 


This Agreement will be construed and interpreted in accordance
with the laws of the State of New Jersey applicable therein, and will be treated
in all respects as a State of New Jersey contract. The parties irrevocably
attorn to the exclusive jurisdiction of the courts of the State of New Jersey
with respect to any legal proceedings arising under this Agreement.

	4. 	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

	5. 	SEVERABILITY. 


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

	6. 	FURTHER ASSURANCES. 


Each party to this Agreement will do, execute and deliver, or
will cause to be done, executed and delivered, all such further acts, documents
and things as may reasonably be required for the purposes of giving effect to
this Agreement.

	7. 	COUNTERPARTS/FACSIMILE EXECUTION.
    


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

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IN WITNESS WHEREOF the parties have executed this Agreement on
February 9, 2011.

	PEDIATRX INC. 	 
	 	  	 
	 	  	 
	 	  	 
	Per: 		 
	 	Authorized Signatory 	 


 


 

	/s/ David Tousley	 
	DAVID TOUSLEY 	 


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