EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is dated January 11, 2008 (the “Effective
      Date”)
      by and
      between RxElite, Inc. (the “Company”)
      and
      Shannon Stith (“Executive”).

     

    In
      consideration of the mutual covenants contained herein, and for such other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties, intending to be legally bound, agree as
      follows:

     

    1. Employment
      and Duties.
      The
      Company hereby agrees to employ Executive as its Vice President of Finance
      and
      Principle Financial Officer hereby accepts such employment, on the terms and
      conditions hereinafter set forth. During the Employment Period (as defined
      below), Executive shall serve in the foregoing capacities and shall report
      to
      the Chief Operating Officer of the Company. Executive shall have those powers
      and duties customarily associated with the foregoing positions of entities
      comparable to the Company and such other powers and duties as may be prescribed
      by the Board.

     

    2. Term.
      The
      term of this Agreement (the “Term”)
      shall
      commence on the Effective Date and run for a term of three (3) years. This
      Term
      may be extended by the mutual agreement of both parties unless Executive’s
      employment is terminated as provided in Section 6 (the “Employment
      Period”).

     

    3. Extent
      of Services.
      During
      the Term and any extension thereof, Executive shall devote his full time and
      efforts to the performance, to the best of his abilities, of such duties and
      responsibilities, as described in Section 1 above, and as the Board shall
      determine, consistent therewith.

     

    4. Compensation.

     

    (a) Salary.
      Executive shall be paid One Hundred and Five Thousand Dollars (105,000) on
      an
      annualized basis (the “Base
      Salary”)
      in
      accordance with the Company’s normal payroll practices, and subject to all
      lawfully required withholding. The base salary may be increased annually as
      determined by the Board in its sole discretion. The base salary will be
      increased by Fifteen Thousand Dollars ($15,000) upon successful completion
      of
      the CPA exam in Idaho.

     

    (b) Bonus.
      In
      addition to the Base Salary, Executive shall be entitled to a bonus based up
      to
      20% of base annual pay based on performance. The bonus plan for senior
      executives will be outlined and approved by board annually. 

     

    (c) Executive
      Participation in the Company’s Staff Benefits Plans.
      

     

    (i) The
      Executive shall pay according to the company schedule for Executive’s and his
      family’s medical insurance, as may be established from time to time by the
      Company with such carriers and such coverage and such terms and conditions
      as
      the Company may select. The medical insurance will be effective immediately
      upon
      start. 

     

    (d) Expenses.
      Executive shall be reimbursed by the Company for all ordinary, reasonable,
      customary and necessary expenses incurred by him in the performance of his
      duties and responsibilities. Executive agrees to prepare documentation for
      such
      expenses as may be necessary for the Company to comply with the applicable
      rules
      and regulations of the Internal Revenue Service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Stock
      Options.
      Executive shall be granted 75,000 common stock options with a strike price
      of
      the 30 day prevailing price on a trailing average at the time of execution
      of
      this agreement.

     

    (f) SigningBonus.
      Executive shall be paid, on first payroll installment an additional Five
      Thousand Dollars ($5,000) for work performed prior to the Executive’s start date
      on behalf of the company.

     

    (g) CPACosts.
      Executive shall receive reimbursement upon submission of documented expenses
      up
      to Five Thousand Dollars ($5,000) for expenses related to preparation and
      performance of the CPA exam in Idaho.

     

    (h) Equity
      Awards.
      Executive shall be eligible for grants of stock options, restricted stock and
      other permissible awards under the RxElite Holdings Inc. 2008 Incentive Stock
      Plan, as the Board or Compensation Committee of the Company shall, in its
      absolute and sole discretion, determine.

     

    5. Vacation.
      Executive shall be entitled to 15 business days paid vacation and 5 paid sick
      days (which may be taken as personal days if Executive has not previously taken
      said days as sick days), per annum during Executive’s employment under this
      Agreement consistent with the Company’s vacation policy for employees generally,
provided,
      however,
      that
      Executive shall not be permitted to take more than ten consecutive business
      days
      of vacation at any particular time without the prior approval of the Company’s
      Compensation Committee. The Company’s Compensation Committee may (but shall not
      be obligated to) grant Executive such additional paid sick days, as the
      Compensation Committee may decide on a case by case basis. 

     

    6. Termination.
      Executive’s employment by the Company shall terminate under the following
      circumstances:

     

    (a) Death.
      If
      Executive dies, Executive’s employment shall be terminated effective as of the
      end of the calendar month during which Executive died.

     

    (b) Disability.
      In the
      event Executive, by reason of physical or mental incapacity, shall be
      substantially unable to perform his duties hereunder for a period of three
      (3)
      consecutive months, or for a cumulative period of six (6) months within any
      twelve (12) month period (such incapacity deemed to be “Disability”),
      the
      Company shall have an option, at any time thereafter, to terminate Executive’s
      employment hereunder as a result of such Disability. Such termination will
      be
      effective ten (10) days after the Board gives written notice of such termination
      to Executive, unless Executive shall have returned to the full performance
      of
      his duties prior to the effective date of the notice. Upon such termination,
      Executive shall be entitled to any benefits as to which he and his dependents
      are entitled by law, and except as otherwise expressly provided herein, all
      obligations of the Company hereunder shall cease upon the effectiveness of
      such
      termination other than payment of salary earned through the date of Disability,
      provided that such termination shall not affect or impair any rights Executive
      may have under any policy of long term disability insurance or benefits then
      maintained on his behalf by the Company. Executive’s Base Salary shall continue
      to be paid during any period of incapacity prior to and including the date
      on
      which Executive’s employment is terminated for Disability.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Cause.
      The
      Company shall have the right to terminate Executive's employment for “Cause.”
For purposes of this Agreement, “Cause”
shall
      mean: 

     

    (i) the
      willful or continued failure by Executive to substantially perform his duties,
      including, but not limited to, acts of fraud, willful misconduct, gross
      negligence or other act of dishonesty;

     

    (ii) a
      material violation or material breach of this Agreement which is not cured
      within 30 days written notice to Executive;

     

    (iii) misappropriation
      of funds, properties or assets of the Company by Executive or any action which
      has a materially adverse effect on the Company or its business; 

     

    (iv) the
      conviction of, or plea of guilty or no contest to, a felony or any other crime
      involving moral turpitude, fraud, theft, embezzlement or dishonesty; or


     

    (v) abuse
      of
      drugs or alcohol that impairs Executive’s ability to perform his duties as
      described in Section 1 above. 

     

    (d) Without
      Cause.
      The
      Company shall have the right to terminate Executive’s employment hereunder
      without cause at any time by providing Executive with written notice of such
      termination, which termination shall take effect 10 days after the date such
      notice is provided. 

     

    (e) Voluntary
      Resignation.
      Executive shall have the right to terminate his employment hereunder by
      providing the Company with a written notice of resignation. Such notice must
      be
      provided 60 days prior to the date upon which Executive wishes such resignation
      to be effective. Upon receipt of such resignation, the Company shall have the
      option to accelerate the resignation to a date prior to the expiration of the
      60
      day period.

     

    7. Payments
      Due Upon Termination.
      In the
      event Executive’s employment is terminated pursuant to Section 6(d) above, then
      (i) any unvested stock options held by Executive shall immediately vest, (ii)
      the Company shall continue pay to Executive his base salary as in effect on
      the
      date of termination for a period of twelve (12) months and (iii) the
      Company shall reimburse Executive for the costs of obtaining comparable medical
      benefits for twelve (12) months, unless Executive obtains other employment
      that
      provides for comparable medical benefits as Executive received while employed
      by
      the Company. In the event Executive’s employment is terminated for any other
      reason, then Executive shall be entitled to receive his Base Salary through
      the
      effective date of termination and the Company shall reimburse Executive for
      any
      reasonable expenses previously incurred for which Executive had not been
      reimbursed prior to the termination of employment. Executive acknowledges and
      agrees that prior to receiving any payments under this Section, and as a
      material condition thereof, Executive shall, if requested by the Company, sign
      and agree to be bound by a general release of claims against the Company related
      to Executive’s employment (and termination of employment) with the Company in
      such form as the Company may deem appropriate. Upon Executive’s termination of
      employment for any reason, upon the request of the Board, he shall resign any
      memberships or positions that he then holds with the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Vesting
      of Options upon Change of Control.
      Upon
      the occurrence of a Change of Control, unless otherwise specifically prohibited
      under the applicable laws, or the rules and regulations of any governing
      governmental agency or national securities exchange, any and all stock options
      granted by the Company to Executive shall become immediately exercisable, and
      shall remain exercisable throughout their entire term. “Change of Control” of
      the Company shall mean:

     

    (a) Acquisition
      of Shares.
      The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) of the Securities Exchange Act of 1934, amended (the “Exchange Act”))
      (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 20% or more of either (a) the outstanding
      shares of common stock of the Company (the “Outstanding Company Common Stock”)
      or (b) the combined voting power of the then outstanding voting securities
      of
      the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that for purposes
      of this subsection (a), the following acquisitions shall not constitute a Change
      of Control: (i) any acquisition by the Company, (ii) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any corporation controlled by the Company or (iii) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (i), (ii)
      and
      (iii) of subsection (c) below; or

    


    (b) Change
      in Board.
      Individuals who, as of the date hereof, constitute the Board (the “Incumbent
      Board”) cease for any reason to constitute at least majority of the Board;
      provided, however, that any individual becoming a director subsequent to the
      date hereof whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least a majority of the directors
      then comprising the Incumbent Board shall be considered as though such
      individuals were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as a
      result of an actual or threatened election contest with respect to the election
      or removal of directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board; or 

    


    (c) Business
      Combination.
      Consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, following such Business
      Combination, (i) all or substantially all of the individuals and entities who
      were the beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 50%
      of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation which as a result of such transaction owns the Company or all or
      substantially all of the Company’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Business Combination of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
      Person (excluding any employee benefit plan (or related trust) of the Company
      or
      such corporation resulting from such Business Combination) beneficially owns,
      directly or indirectly, 20% or more of, respectively, the then Outstanding
      Company Common Stock or the combined voting power of the then Outstanding Voting
      Securities of such corporation except to the extent that such ownership existed
      prior to the Business Combination and (iii) at least a majority of the members
      of the board of directors of the corporation resulting from such Business
      Combination were members of the Incumbent Board at the time of the execution
      of
      the initial agreement, or of the action of the Board, providing for such
      Business Combination; or 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Approval
      by the shareholders of the Company of a complete liquidation or dissolution
      of
      the Company.

    


    9. Surrender
      of Books and Papers.
      Upon
      termination of this Agreement (irrespective of the time, manner, or cause of
      termination, be it for cause or otherwise), Executive shall immediately
      surrender to the Company all books, records, or other written papers or
      documents entrusted to him or which he has otherwise acquired pertaining to
      the
      Company and all other Company property in Executive’s possession, custody or
      control.

     

    10. Inventions
      and Patents.
      Executive agrees that Executive will promptly from time-to-time fully inform
      and
      disclose to the Company any and all ideas, concepts, copyrights, copyrightable
      material, developments, inventions, designs, improvements and discoveries of
      whatever nature that Executive may have or produce during the term of
      Executive’s employment under this Agreement that pertain or relate to the then
      current business of the Company (the “Creations”),
      whether conceived by Executive alone or with others and whether or not conceived
      during regular working hours. All Creations shall be the exclusive property
      of
      the Company and shall be “works made for hire” as defined in 17 U.S.C. §101, and
      the Company shall own all rights in and to the Creations throughout the world,
      without payment of royalty or other consideration to Executive or anyone
      claiming through Executive. Executive hereby transfers and assigns to the
      Company (or its designee) all right, title and interest in and to every
      Creation. Executive shall assist the Company in obtaining patents or copyrights
      on all such inventions, designs, improvements and discoveries being patentable
      or copyrightable by Executive or the Company and shall execute all documents
      and
      do all things necessary to obtain letters of patent or copyright, vest the
      Company with full and exclusive title thereto, and protect the same against
      infringement by others, and such assistance shall be given by Executive, if
      needed, after termination of this Agreement for whatever cause or reason.
      Executive hereby represents and warrants that Executive has no current or future
      obligation with respect to the assignment or disclosure of any or all
      developments, inventions, designs, improvements and discoveries of whatever
      nature to any previous employer, entity or other person and that Executive
      does
      not claim any rights or interest in or to any previous unpatented or
      uncopyrighted developments, inventions, designs, improvements or
      discoveries.

     

    11. Trade
      Secrets, Non-Competition and Non-Solicitation.

     

    (a) Trade
      Secrets.
      Contemporaneous with the execution of this Agreement and during the term of
      employment under this Agreement, the Company shall deliver to Executive or
      permit Executive to have access to and become familiar with various confidential
      information and trade secrets of the Company, including, without limitation,
      data, production methods, customer lists, product format or developments, other
      information concerning the business of the Company and other unique processes,
      procedures, services and products of the Company, which are regularly used
      in
      the operation of the business of the Company (the “Confidential
      Information”).
      Executive shall not disclose any of the Confidential Information that he
      receives from the Company, or its clients and customers in the course of his
      employment with the Company, directly or indirectly, nor use it in any way,
      either during the term of this Agreement or at any time thereafter, except
      as
      required in the course of employment with the Company. Executive further
      acknowledges and agrees that Executive owes the Company a fiduciary duty to
      preserve and protect all Confidential Information from unauthorized disclosure
      or unauthorized use. All files, records, documents, drawings, graphics,
      processes, specifications, equipment and similar items relating to the business
      of the Company, whether prepared by Executive or otherwise coming into
      Executive’s possession in the course of his employment with the Company, shall
      remain the exclusive property of the Company and shall not be removed from
      the
      premises of the Company without the prior written consent of the Company unless
      removed in relation to the performance of Executive’s duties under this
      Agreement. Any such files, records, documents, drawings, graphics,
      specifications, equipment and similar items, and any and all copies of such
      materials that have been removed from the premises of the Company, shall be
      returned by Executive to the Company. Executive further acknowledges that the
      covenants of Executive herein are intended to include the protection of the
      confidential information of each of the Company’s customers and clients, that
      come into the possession of Executive as a result of his employment with the
      Company, and that such customers and clients of the Company shall be entitled
      to
      rely on and enforce these covenants against Executive for their own
      benefit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Non-Competition.
      Executive acknowledges that (i) he will be provided with and have access to
      the
      Confidential Information, the unauthorized use or disclosure of which would
      cause irreparable injury to the Company, (ii) the Company’s willingness to enter
      into this Agreement is based in material part on Executive’s agreement to the
      provisions of this Section
      10(b)
      and
      (iii) Executive’s breach of the provisions of this Section would materially and
      irreparably damage the Company. In consideration for the Company’s disclosure of
      Confidential Information to Executive, Executive’s access to the Confidential
      Information, and the salary paid to Executive by the Company hereunder,
      Executive agrees that during the Term and for one (1) year thereafter,
      regardless of whether such termination is with or without Cause, Executive
      shall
      not, directly or indirectly, either as an executive, employee, employer,
      consultant, agent, principal, partner, stockholder, corporate officer, director,
      advisor or in any other individual or representative capacity, engage or
      participate in any business that is in competition in any manner whatsoever
      with
      any business conducted by the Company at any time prior to, or during,
      Executive’s employment hereunder.

     

    (c) Reasonableness
      of Restrictions.
      Executive acknowledges that the restrictions set forth in Section
      10(b)
      of this
      Agreement are reasonable in scope and necessary for the protection of the
      business and goodwill of the Company. Executive agrees that should any portion
      of the covenants in Section
      10
      be
      unenforceable because of the scope thereof or the period covered thereby or
      otherwise, the covenant shall be deemed to be reduced and limited to enable
      it
      to be enforced to the maximum extent permissible under the laws and public
      policies applied in the jurisdiction in which enforcement is
      sought.

     

    (d) Soliciting
      Employees.
      Executive shall not during the Term or for a period of one (1) year thereafter
      for any reason, whether by resignation, discharge or otherwise, either directly
      or indirectly, employ, enter into agreement with, or solicit the employment
      of,
      any employee of the Company for the purpose of causing them to leave the
      employment of the Company or take employment with any business that is in
      competition in any manner whatsoever with the business of the
      Company.

     

    (e) Injunctive
      Relief; Extension of Restrictive Period.
      In the
      event of a breach of any of the covenants by Executive or the Company contained
      in this Agreement, it is understood that damages will be difficult to ascertain,
      and either party may petition a court of law or equity for injunctive relief
      in
      addition to any other relief which Executive or the Company may have under
      the
      law, including, but not limited to, reasonable attorneys’ fees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. Miscellaneous.

     

    (a) Assignment.
      This
      Agreement shall be binding upon the parties and their respective heirs,
      executors, administrators, successors and assigns. Executive shall not assign
      any part of his rights under this Agreement without the prior written consent
      of
      the Company.

     

    (b) Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding between the parties
      and supersedes any and all prior understandings and agreements between the
      parties regarding Executive’s employment.

     

    (c) Modification;
      Waiver.
      No
      modification hereof shall be binding unless made in writing and signed by the
      party against whom enforcement is sought. No waiver of any provisions of this
      Agreement shall be valid unless the same is in writing and signed by the party
      against whom it is sought to be enforced, unless it can be shown through custom,
      usage or course of action.

     

    (d) Governing
      Law.
      This
      Agreement is executed in, and it is the intention of the parties hereto that
      it
      shall be governed by, the laws of the State of Delaware without giving effect
      to
      applicable conflict of laws provisions.

     

    (e) Severability.
      The
      provisions of this Agreement shall be deemed to be severable, and the invalidity
      or unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.

     

    (f) Notices.
      Any
      notice or communication permitted or required by this Agreement shall be in
      writing and shall become effective upon personal service, or service by wire
      transmission, which has been acknowledged by the other party as being received,
      or two (2) days after its mailing by certified mail, return receipt requested,
      postage prepaid addressed as follows:

     

    
      	
            	(i)	
              If
                to the Company:

               

              
                RxElite
                  Holdings Inc.

                1404
                  N. Main Street, 

                Suite
                  200

                Meridian,
                  ID 83642

                Attn:
                  Chief Operating Officer

              

            


      	 	 	 


      	 	(ii)	If to Executive, to:



      	 	 	 


      	 	 	
              Shannon
                Stith

              12362
                West Billabong Street 

              Boise,
                Idaho 83709

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (g) Non-Disparagement.
      Both
      parties acknowledge and agree not to defame or publicly criticize the services,
      business, integrity, veracity or personal or professional reputation of the
      other, in either a professional or personal manner, at any time during or
      following the employment period. With respect to the Company, this shall include
      any officers, directors, partners, executives, employees, representatives or
      agents of the Company.

     

    (h) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed as original but all of which together shall constitute one and the same
      instrument.

     

     

    IN
      WITNESS WHEREOF,
      the
      Company and Executive have executed this Agreement as of the Effective
      Date.

     

    
      	RXELITE HOLDINGS
              INC.	EXECUTIVE
	 	 
	 	 
	 	 
	 	 
	 	 
	By:  /s/ Earl E.
              Sullivan	/s/ Shannon Stith
	
              Name:
 Earl
                E. Sullivan

            	Shannon Stith
	
              Title:
                Chief Operating Officer