AMENDMENT TO CONSULTING AGREEMENT

THIS AMENDMENT TO CONSULTING AGREEMENT (“Amendment”), dated as of April 1, 2009 (the “Effective Date”), is entered into by and between NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and SOQ Inc., a California corporation (“Consultant”, and together with the Company, the “Parties”) for the services of Dr. Parkash Gill.  All capitalized terms used, but not specifically defined herein, shall have the meaning provided for such terms in the Original Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Consultant previously entered into that certain Consulting Agreement, dated effective as of May 31, 2007 and executed on November 5, 2007 (the “Original Agreement”); and

WHEREAS, the Parties wish to amend certain terms of the Original Agreement pursuant to and in accordance with Section 5.8 of the Original Agreement, as provided herein.

NOW, THEREFORE, the Parties, in furtherance of the foregoing and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, agree as follows:

1.As of the Effective Date, Section 1.1 of the Original Agreement shall be deleted in its entirety and the following shall be inserted in its place and stead:

“1.1           Engagement. Upon the terms and conditions hereinafter set forth, the Company hereby engages Consultant, and Consultant hereby accepts engagement to serve as Chairman of the Company’s Scientific Board, with such duties as described below, commencing May 31, 2007 (the “Commencement Date”).  Consultant’s engagement shall be “at will” and may be terminated at any time by the Company or Consultant, with or without cause.  The period during which Consultant’s engagement continues in effect shall be referred to herein as the “Term”.”

2.As of the Effective Date, Section 3.1 of the Original Agreement shall be deleted in its entirety and the following shall be inserted in its place and stead:

“3.1           Termination. Consultant’s engagement pursuant to this Agreement shall terminate upon delivery of written notice of termination by either Party to the other Party.”

3.As of the Effective Date, Sections 3.2 of the Original Agreement shall be deleted in its entirety and the following shall be inserted in its place and stead:  “Intentionally Omitted”

4.As of the Effective Date, the following phrase in Section 3.3(a) of the Original Agreement shall be deleted:  “in the context of a basis for termination of Consultant’s employment with the Company”

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5.As of the Effective Date, the following phrase in Section 3.3 (b) of the Original Agreement shall be deleted:  “giving rise to Consultant’s right to terminate this Agreement”

6.As of the Effective Date, Section 3.4 of the Original Agreement shall be deleted in its entirety.

7.All other terms and conditions of the Original Agreement shall remain unchanged and in full force and effect.

8.This Amendment shall not constitute a waiver or modification of any of the Parties’ respective rights and remedies or of any of the terms, conditions, warranties, representations, or covenants contained in the Original Agreement, except as specifically set forth above, and each Party hereby reserves all of its rights and remedies pursuant to the Original Agreement and applicable law.

9.This Amendment may be executed in counterparts, each of which, when taken together, shall be deemed to be one and the same instrument.  This Amendment, to the extent signed and delivered by means of a facsimile machine or PDF attachment to electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signature Pages Follow]

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IN WITNESS HEREOF, the parties have read and agree to be bound by the above terms and conditions and have entered into this Amendment to Consultant Agreement as of the Effective Date set forth above.

NuRx Pharmaceuticals, Inc.

By: /s/ Carl Lebel                                                                

Name: Carl Lebel                                                                

Title: Executive Chairman                                                                

SOQ Inc.

By: /s/ Parkash Gill                                                      

Name: Parkash Gill                                                                

Title: ______________

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