REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”)
      is
      made and entered into as of January 4, 2008, by and between RxElite Inc., a
      Delaware corporation (the “Company”)
      and
      Dr. Arie Gutman, an Israeli Citizen (“Gutman”).

    


    This
      Agreement is made pursuant to the Assignment and Non-Competition Agreement,
      dated as of the date hereof, between the Company and the Holder (the
“ANA”).
      

    


    WITNESSETH

    


    WHEREAS, the
      Company is a Delaware corporation currently doing business in the field of
      pharmaceutical products, and the shares of the Common Stock of RxElite are
      traded on the Over the Counter Electronic Bulletin Board; 

    


    WHEREAS,  the
      Company has issued or is about to issue to Gutman the Shares defined
      below;

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows, intending to be
      legally bound:

    


    
      	1.	
              Certain
                Definitions

            


    

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    
      
        	1.1	
                “Act”
                  means the US Securities Act of 1933, as amended from time to
                  time.

              


      

    

    
      
        	1.2	
                “Affiliate”
                  of a person means any other person that, directly or indirectly,
                  through
                  one or more intermediaries, controls or is controlled by, or is
                  under
                  common control with, the first person; and for this purpose the
                  term
                  “control” and its derivatives means the possession, directly or
                  indirectly, or as trustee or executor, of the power to direct or
                  cause the
                  direction of the management and policies of an entity, whether
                  through
                  ownership of voting equity interests, as trustee or executor, by
                  contract
                  or credit arrangements or
                  otherwise.

              


      

    

    
      	1.3	
              “Board”
                means the Board of Directors of the
                Company.

            


    

    
      
        	1.4	
                “Business
                  Day”
                  means a day, other than a Sunday, Friday or Saturday, on which
                  banks in
                  New York City are open for the general transaction of
                  business.

              


      

    

    
      	1.5	
              “Complete
                Sale”
                shall mean the sale of all Registrable Securities that are requested
                to be
                registered by the Holder pursuant to his written
                request.

            


    

    
      
        
          	
                  1.6

                	
                  “Exchange
                    Act”
                    means US Securities Exchange Act of 1934, as amended from time
                    to
                    time.

                


        

      

    

    
      
        	
                1.7

              	
                “Holder”
                  shall mean Gutman and any Permitted Transferee and any successor
                  to
                  Registrable Securities by operation of
                  law.

              


      

      
        	1.8	
                “Permitted
                  Transferee”
                  of a person is any family member or Affiliate of that
                  person.

              


      

      
        	1.9	
                “person”
                  means any
                  of the following: individual, corporation, company, limited liability
                  company, sole proprietorship, joint venture, partnership, trust,
                  estate,
                  unincorporated organization, association, or other
                  entity.

              


      

      
        	1.10	
                “pro
                  rata”
                  shall mean allocation of a limited quantity among several participants,
                  proportional to the number of securities of the Company held by
                  each
                  participant prior to such
                  allocation.

              


      

      
        	1.11	
                “Prospectus”
                  shall mean (i) any preliminary or final prospectus included in
                  any
                  Registration Statement, as amended or supplemented by any prospectus
                  supplement, with respect to the terms of the offering of any portion
                  of
                  the Registrable Securities covered by such Registration Statement
                  and by
                  all other amendments and supplements to the prospectus, including
                  post-effective amendments and all material incorporated by reference
                  in
                  such prospectus, and (ii) any “free writing prospectus” as defined in Rule
                  163 under the Act.

              


      

      
        	1.12	
                “Register”,
                  “registered” and “registration” refer to a registration made by preparing
                  and filing a Registration Statement or similar document in compliance
                  with
                  the Act (as defined below), and the declaration or ordering of
                  effectiveness of such Registration Statement or
                  document.

              


      

      
        	1.13	
                “Registrable
                  Securities”
                  shall mean the Shares and any other securities to be issued to
                  the Holder
                  by virtue of the Shares.

              


      

      
        	1.14	
                “Registration
                  Statement”
                  shall mean any Registration Statement of the Company filed under
the
                  Act that covers the resale of any of the Registrable Securities
                  pursuant
                  to the provisions of this Agreement, amendments and supplements
                  to such
                  Registration Statement, including post-effective amendments, all
                  exhibits
                  and all material incorporated by reference in such Registration
                  Statement.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	1.15	
                “SEC”
                  means the US Securities and Exchange
                  Commission.

              


      

    

    
      	1.16	
              “Shares”
                shall mean the shares of Common Stock of the Company that have been
                or are
                to be issued to Gutman under the
                ANA.

            


    

     

     

    
      	2.	
              Registration

            


    

    


    
      	2.1	
              Shelf
                Registration:

            


    

    
      
        
          
            	 	
                    2.1.1

                  	
                    Except
                      as may otherwise be prohibited by that certain Securities Purchase
                      Agreement, dated as of December 31, 2007, by and among the
                      Company and the
                      investors listed on the Schedule of Buyers attached hereto,
                      at
                      any time after two (2) years following the Closing and until
                      such date
                      that all Registrable Securities held or entitled to be held
                      upon exercise
                      by the Holder may be sold without
                      any limitation under the
                      Act (the “Registration Period”), the Holder may request up to two
                      registrations (or more than two registrations, to the extent
                      expressly
                      provided below) of all its Registrable Securities (“Shelf
                      Request”).

                  
	 	 	
                    Upon
                      receipt of a Shelf Request, the Company shall prepare and file
                      with the
                      SEC as soon as practically reasonable, but in any event within
                      sixty (60)
                          calendar days of the Shelf Request) a Registration Statement
                      on Form SB-2
                      (or, if Form SB-2 is not then available to the Company, on
                      such form of
                      Registration Statement as is then available to effect a registration
                      for
                      resale of the Registrable Securities) covering the resale of
                      the number of
                      Registrable Securities requested by the Holder to be
                      registered.

                  
	 	 	
                    The
                      Company shall use its reasonable efforts to cause such Registration
                      Statement to become effective and keep such Registration Statement
                      effective until the distribution contemplated in the Registration
                      Statement has been completed.

                  
	 	
                    2.1.2

                  	
                    If,
                      for any reason, the effectiveness of the aforesaid Registration
                      Statement
                      is terminated prior to achievement of a Complete Sale, the
                      Holder shall
                      again be granted the right to make a Shelf Request (deemed
                      to be the same
                      Request as the aborted one), and the Company shall again act
                      as provided
                      in sub-section 2.1.1 above, until achievement of a Complete
                      Sale.

                  


          

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    2.1.3

                  	
                    Notwithstanding
                      the foregoing obligations, if the Company furnishes to the
                      Holder a
                      certificate signed by the Company’s chief executive officer stating that
                      in the good faith judgment of the Board it would be materially
                      detrimental
                      to the Company and its stockholders for such Registration Statement
                      to
                      either become effective or remain effective for as long as
                      such
                      Registration Statement otherwise would be required to remain
                      effective,
                      because such action would (i) materially interfere with a significant
                      acquisition, corporate reorganization, or other similar transaction
                      involving the Company; (ii) require premature disclosure of
                      material
                      information that the Company has a bona fide business purpose
                      for
                      preserving as confidential; or (iii) render the Company unable
                      to comply
                      with requirements under SEC requirements, then the Company
                      shall have the
                      right to defer taking action with respect to such filing for
                      a period of
                      not more than one hundred and twenty (120) days after receipt
                      of the
                      request of the Holder pursuant to Section 2.1.1 above, provided,
                      however,
                      that such right to defer a request shall be exercised by the
                      Company not
                      more than once in any twelve (12) month period; and provided,
                      further,
                      that the Company shall not register other shares during such
                      deferral
                      period.

                  
	 	 	
                    Additionally,
                      the Company shall not be obligated to effect, or to take any
                      action to
                      effect, any registration pursuant to a Shelf Request during
                      the period
                      that is sixty (60) days before the Company’s good faith estimate of the
                      date of filing of, and ending on a date that is one hundred
                      eighty (180)
                      days after the effective date of, a separate Company-initiated
                      registration, provided, that the Company is actively employing
                      in good
                      faith commercially reasonable efforts to cause such Registration
                      Statement
                      to become effective and provided, further, that the Company
                      shall not
                      register other shares during such period.

                  
	 	
                    2.1.4

                  	
                    Nothing
                      in this Section 2.1 shall prevent the Company from including
                      Company
                      securities currently held by other shareholders of the Company,
                      in a
                      Registration Statement filed with the SEC pursuant to a Shelf
                      Request;
                      subject to the cut-back provisions in sub-section 2.1.5
                      below.

                  
	 	
                    2.1.5

                  	
                    In
                      the event described in section 2.1.4 above, if the SEC, the
                      lead
                      underwriter (in case of an underwritten registration) or
                      the lead placement agent (in case of a “best efforts” registered direct
                      offering)
                      requires the Company
                      to
                      limit the number of its securities being registered under such
                      Registration Statement, then the number of registrable securities
                      that are
                      requested to be registered by such other shareholders will
                      be reduced as
                      is necessary to satisfy such limitation, without reducing the
                      number of
                      Registrable Securities that are requested to be registered
                      by the
                      Holder.

                  


          

        

      

    

     

     

    2.2 Piggyback
      Registration:

    
      
        	 	
                2.2.1

              	
                During
                  the Registration Period, whenever the Company proposes to file
                  a
                  Registration Statement covering any of its securities for its own
                  account
                  or for the account of any other person (other than a Registration
                  Statement on Form S-4, S-8 or any equivalent or successor forms),
                  it shall
                  give notice to the Holder of such intention. Upon the written request
                  of
                  the Holder, given within twenty (20) days after receipt of any
                  such
                  notice, the Company shall include in such registration all of the
                  Registrable Securities indicated in such request, so as to permit
                  the
                  disposition of such Registrable Securities in the manner requested
                  by the
                  Holder.

              
	 	
                2.2.2

              	
                In
                  the event described in section 2.2.1 above, if the SEC, the lead
                  underwriter (in case of an underwritten registration)
                  or the lead placement agent (in case of a “best efforts” registered direct
                  offering)
                  requires the Company to limit the number of its securities being
                  registered under such Registration Statement, then there shall
                  be excluded
                  from such registration Registrable Securities held by the Holder
                  and
                  registrable securities that are held by other shareholders of the
                  Company
                  who are entitled to have their shares included in such registration
                  (but
                  not shares of Common Stock to be issued by the Company to the public),
                  pro
                  rata among them, to the extent necessary to satisfy such
                  limitation.

              
	 	
                2.2.3

              	
                The
                  Company shall have the right at any time, after giving notice to
                  the
                  Holder, to elect not to file any Registration Statement proposed
                  to be
                  filed under Section 2.2.1 above.

              
	 	
                2.2.4

              	
                For
                  the purposes of clarity, if the Holder elects to piggyback a registration
                  for the account of the Company or for the account of any other
                  person, and
                  if such registration is not underwritten, the Holder shall not
                  have the
                  right to demand that such registration be part of an underwritten
                  offering.

              


      

    

     

    
      	2.3	
              Expenses.
                The Company will pay all expenses associated with each registration,
                including underwriting fees (in case of an underwritten registration),
                filing and printing fees, the Company’s counsel and accounting fees and
                expenses, costs associated with clearing the Registrable Securities
                for
                sale under applicable state securities laws and listing fees; but
                excluding discounts, commissions and fees for selling brokers, dealer
                managers or similar securities industry professionals with respect
                to the
                Registrable Securities being sold.

            


    

    


    
      	2.4	
              Holder
                Information.
                Notwithstanding anything herein to the contrary, the Company’s obligations
                hereunder shall be suspended with respect to the Registrable Securities
                in
                the event that the Holder fails to provide promptly to the Company
                such
                information as the Company may reasonably request at any time, provided
                that the Company shall request such information only to the extent
                required to enable the Company to comply with any applicable law
                or
                regulation or to facilitate preparation of a Registration
                Statement.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	2.5	
                Suspension:

              


      

    

    
      
        
          	 	
                  2.5.1

                	
                  Subject
                    to Section 2.5.2 below, in the event of: (1) any request by the
                    SEC or any
                    other U.S. federal or state governmental authority during the
                    effective
                    period for amendments or supplements to a Registration Statement
                    or
                    related prospectus or for additional information, (2) the issuance
                    by the
                    SEC or any other U.S. federal or state governmental authority
                    of any stop
                    order suspending the effectiveness of a Registration Statement
                    or the
                    initiation of any proceedings for that purpose, (3) the receipt
                    by the
                    Company of any notification with respect to the suspension of
                    the
                    qualification or exemption from qualification of any of the Registrable
                    Securities for sale in any jurisdiction or the initiation of
                    any
                    proceeding for such purpose, or (4) any event or circumstance
                    which
                    necessitates the making of any changes in the Registration Statement
                    or
                    Prospectus, or any document incorporated or deemed to be incorporated
                    therein by reference, so that the Registration Statement and
                    the
                    Prospectus will not contain any untrue statement of a material
                    fact and
                    will not omit to state a material fact required to be stated
                    therein or
                    necessary to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading, then
                    the Company
                    shall deliver a certificate in writing to the Holder (“Suspension Notice”)
                    to the effect of the foregoing (which notice will not disclose
                    the content
                    of any material non-public information and will indicate the
                    date of the
                    beginning and end of the intended period of suspension, if known),
                    and,
                    upon receipt of such Suspension Notice, the Holder will discontinue
                    disposition of Registrable Securities covered by the Registration
                    Statement or Prospectus (“Suspension”) until the Holder's receipt of
                    copies of a supplemented or amended Prospectus prepared and filed
                    by the
                    Company, or until the Holder is advised in writing by the Company
                    that the
                    current Prospectus may be used, and have received copies of any
                    additional
                    or supplemental filings that are incorporated or deemed incorporated
                    by
                    reference in any such prospectus. In the event of any Suspension,
                    the
                    Company will use its reasonable efforts to cause the use of the
                    Prospectus
                    so suspended to be resumed as soon as possible after delivery
                    of a
                    Suspension Notice to the Holder, and the Company will make all
                    necessary
                    amendments that may be required for that purpose.

                
	 	 	
                  The
                    Suspension and Suspension Notice described in this Section 2.5.1
                    shall be
                    held by the Holder in strictest confidence and shall not be disclosed
                    by
                    the Holder, except as required by applicable law or by the rules
                    of any
                    securities authority or stock exchange.

                
	 	
                  2.5.2

                	
                  Provided
                    that a Suspension is not then in effect, the Holder may sell
                    Registrable
                    Securities under a Registration Statement, provided that the
                    Holder
                    arranges for delivery of a current Prospectus to the transferee
                    of such
                    Registrable Securities to the extent such delivery is required
                    by
                    applicable law. In the event of a sale of Registrable Securities
                    by the
                    Holder, the Holder must also deliver to the Company’s transfer agent, with
                    a copy to the Company, a certificate of subsequent sale reasonably
                    satisfactory to the Company, so that ownership of the Registrable
                    Securities may be properly transferred. The Company will cooperate
                    to
                    facilitate the timely preparation and delivery of certificates
                    (unless
                    otherwise required by applicable law) representing Registrable
                    Securities
                    sold.

                


        

      

    

     

     

    
      	3.	
              Company
                Obligations

            


    

     

    The
      Company will use its best efforts to effect the registration of the Registrable
      Securities in accordance with the terms hereof, and pursuant thereto the Company
      will, as expeditiously as possible:

    
      
        	 	
                3.1

              	
                prepare
                  and file with the SEC such amendments and post-effective amendments
                  to the
                  Registration Statement and the Prospectus as may be necessary to
                  keep the
                  Registration Statement effective for the applicable periods and
                  to comply
                  with the provisions of the Act and the Exchange Act with respect
                  to the
                  distribution of all of the Registrable Securities covered
                  thereby.

              
	 	
                3.2

              	
                furnish
                  to the Holder: (i) promptly after the same is prepared and publicly
                  distributed, filed with the SEC, or received by the Company (but
                  not later
                  than four (4) Business Days after the filing date, receipt date
                  or sending
                  date, as the case may be) one (1) copy of any Registration Statement
                  and
                  any amendment thereto, each preliminary prospectus and Prospectus
                  and each
                  amendment or supplement thereto, and each letter written by or
                  on behalf
                  of the Company to the SEC or the staff of the SEC, and each item
                  of
                  correspondence from the SEC or the staff of the SEC, in each case
                  relating
                  to such Registration Statement if and to the extent the Company
                  deems such
                  information to be applicable to the Holder (other than any portion
                  thereof
                  which contains information for which the Company has sought confidential
                  treatment), and (ii) such number of copies of a Prospectus, including
                  a
                  preliminary prospectus, and all amendments and supplements thereto
                  and
                  such other documents as the Holder may reasonably request in order
                  to
                  facilitate the disposition of the Registrable Securities owned
                  by the
                  Holder that are covered by the related Registration
                  Statement.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.3

              	
                furnish
                  to the Company’s transfer agent (with a copy to the Holder, at its
                  request), within five (5) Business Days of the date that the Registration
                  Statement with respect to such securities becomes effective: (i)
                  a copy of
                  an opinion, dated such date, of the counsel representing the Company
                  for
                  the purposes of such registration, in form and substance as is customarily
                  given; and if required (ii) a letter dated such date, from the
                  independent
                  certified public accountants of the Company, in form and substance
                  as is
                  customarily given by independent certified public accountants in
                  such
                  circumstances.

              
	 	
                3.4

              	
                use
                  commercially reasonable efforts to: (i) prevent the issuance of
                  any stop
                  order or other suspension of effectiveness and; and (ii) if such
                  order is
                  issued, obtain the withdrawal of any such order at the earliest
                  possible
                  moment.

              
	 	
                3.5

              	
                use
                  commercially reasonable efforts to cause all Registrable Securities
                  covered by a Registration Statement to be listed on each securities
                  exchange, interdealer quotation system or other market on which
                  similar
                  securities issued by the Company are then listed.

              
	 	
                3.6

              	
                immediately
                  notify the Holder, at any time prior to the end of the period of
                  effectiveness, upon discovery that, or upon the happening of any
                  event as
                  a result of which, the Prospectus includes an untrue statement
                  of a
                  material fact or omits to state any material fact required to be
                  stated
                  therein or necessary to make the statements therein not misleading
                  in
                  light of the circumstances then existing, and promptly prepare,
                  file with
                  the SEC and furnish to the Holder a reasonable number of copies
                  of a
                  supplement to or an amendment of such Prospectus as may be necessary
                  so
                  that such Prospectus shall not include an untrue statement of a
                  material
                  fact or omit to state a material fact required to be stated therein
                  or
                  necessary to make the statements therein not misleading in light
                  of the
                  circumstances then existing.

              
	 	
                3.7

              	
                With
                  a view to making available to the Holder the benefits of Rule 144
                  (or its
                  successor rule) and any other rule or regulation of the SEC that
                  may at
                  any time permit the Holder to sell shares of Common Stock to the
                  public
                  without registration, the Company covenants and agrees to use its
                  commercially reasonable efforts to: (i) make and keep public information
                  available, as those terms are understood and defined in Rule 144,
                  until
                  the earlier of (A) such date as all of the Registrable Securities
                  may be
                  resold without the requirement to be in compliance with Rule 144(c)(1)
                  and
                  otherwise without restriction or limitation pursuant to Rule 144
                  or any
                  other rule of similar effect or (B) such date as all of the Registrable
                  Securities shall have been resold; and (ii) file with the SEC in
                  a timely
                  manner all reports and other documents required of the Company
                  under the
                  Exchange Act; and (iii) furnish to the Holder, so long as the Holder
                  owns
                  Registrable Securities, forthwith upon request (A) a written statement
                  by
                  the Company that it has complied with the reporting requirements
                  of Rule
                  144 (at any time after one hundred and twenty (120) days after
                  the
                  effective date of the first Registration Statement filed by the
                  Company),
                  the Act and the Exchange Act (at any time after it has become subject
                  to
                  such reporting requirements) and (B) such other information as
                  may be
                  reasonably requested in order to avail the Holder of any rule or
                  regulation of the SEC that permits the selling of any such Registrable
                  Securities without
                  registration.

              


      

    

     

    


    
      	4.	
              Information

            


    

     

    Not
      applicable.

     

     

    
      	5.	
              Obligations
                of the Holder

            


    

     

    
      
        	 	
                5.1

              	
                The
                  Holder shall furnish in writing to the Company such information
                  regarding
                  himself, the Registrable Securities held by him and the intended
                  method of
                  disposition of the Registrable Securities held by him, as shall
                  be
                  reasonably required to effect the registration of such Registrable
                  Securities and shall execute such documents in connection with
                  such
                  registration as the Company may reasonably request. At least ten
                  (10)
                  Business Days prior to the first anticipated filing date of any
                  Registration Statement, the Company shall notify the Holder of
                  the
                  information the Company requires from the Holder to have any of
                  the
                  Registrable Securities included in the Registration Statement.
                  The Holder
                  shall provide such information to the Company at least five (5)
                  Business
                  Days prior to the first anticipated filing date of such Registration
                  Statement to have any of the Registrable Securities included in
                  the
                  Registration Statement.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.2

              	
                The
                  Holder, by his acceptance of the Registrable Securities, agrees
                  to
                  cooperate with the Company as reasonably requested by the Company
                  in
                  connection with the preparation and filing of a Registration Statement
                  hereunder.

              
	 	
                5.3

              	
                The
                  Holder agrees that, upon receipt of any notice from the Company
                  of either:
                  (i) the commencement of the applicable suspension pursuant to Section
                  2.5
                  above, or (ii) the happening of an event pursuant to Section 3.6
                  hereof,
                  the Holder will immediately discontinue disposition of Registrable
                  Securities pursuant to the Registration Statement covering such
                  Registrable Securities, until the Holder is advised by the Company
                  that
                  such dispositions may again be made.

              
	 	
                5.4

              	
                The
                  Holder represents, warrants and covenants that he is not engaged
                  and will
                  not be engaged in (i) any “short sales” (as such term is defined in Rule
                  200 promulgated under the Exchange Act) of the Registrable Securities,
                  including, without limitation, the maintaining of any short position
                  with
                  respect to, establishing or maintaining a “put equivalent position”
                  (within the meaning of Rule 16a-1(h) under the Exchange Act) with
                  respect
                  to, entering into any swap, derivative transaction or other arrangement
                  (whether any such transaction is to be settled by delivery of shares
                  of
                  Common Stock, other securities, cash or other consideration) that
                  transfers to another, in whole or in part, any economic consequences
                  or
                  ownership, or otherwise dispose of, any of the Registrable Securities;
                  or
                  (ii) any hedging transaction which establishes a net short position
                  with
                  respect to the Registrable
                  Securities.

              


      

      
 

    

    
      	
              6.

            	
              Indemnification

            


    

     

    
      
        	 	
                6.1

              	
                Indemnification
                  by the Company.
                  The Company will indemnify and hold harmless the Holder and his
                  directors,
                  officers, agents and consultants (each an “Indemnified Party”) against any
                  losses, claims, damages or liabilities, joint or several, to which
                  they
                  may become subject under the Act or otherwise, insofar as such
                  losses,
                  claims, damages or liabilities (or actions in respect thereof)
                  arise out
                  of or are based upon: (i) any untrue statement or alleged untrue
                  statement
                  of any material fact contained in any Registration Statement, any
                  preliminary Prospectus or final Prospectus, or any amendment or
                  supplement
                  thereof; (ii) any blue sky application or other document executed
                  by the
                  Company specifically for that purpose or based upon written information
                  furnished by the Company filed in any state or other jurisdiction
                  in order
                  to qualify any or all of the Registrable Securities under the securities
                  laws thereof (any such application, document or information herein
                  called
                  a “Blue Sky Application”); (iii) the omission or alleged omission to state
                  therein a material fact required to be stated therein or necessary
                  to make
                  the statements therein not misleading; (iv) any violation or alleged
                  violation by the Company or its agents of any rule or regulation
                  promulgated under the Act or any other law applicable to the Company
                  or
                  its agents and relating to action or inaction required of the Company
                  in
                  connection with such registration; or (v) any failure or alleged
                  failure
                  to register or qualify the Registrable Securities included in any
                  such
                  Registration in any state where the Company or its agents has
                  affirmatively undertaken or agreed in writing that the Company
                  will
                  undertake such registration or qualification on the Holder’s behalf; and
                  the Company will reimburse the Holder and each Indemnified Party
                  for any
                  legal or other expenses reasonably incurred by them in connection
                  with
                  investigating or defending any such loss, claim, damage, liability
                  or
                  action; provided, however, that the Company will not be liable
                  in any such
                  case if and to the extent that any such loss, claim, damage or
                  liability
                  arises out of or is based upon (i) an untrue statement or alleged
                  untrue
                  statement or omission or alleged omission so made in conformity
                  with
                  information furnished by the Holder in writing specifically for
                  use in
                  such Registration Statement or Prospectus; or (ii) the use of an
                  outdated
                  or defective Prospectus after the Company has notified the Holder
                  in
                  writing that the Prospectus is outdated or defective pursuant to
                  Section
                  2.5 or Section 3.6 above.

              
	 	 	
                For
                  the avoidance of doubt, the provisions of this Section 6.1 will
                  remain in
                  full force and effect and survive the sale by the Holder of the
                  Registrable Securities covered by a Registration
                  Statement.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.2

              	
                Indemnification
                  by the Holder.
                  the Holder agrees to indemnify and hold harmless the Company, its
                  directors, officers, employees, agents, successors and assigns,
                  and each
                  person who controls the Company (within the meaning of the Act)
                  against
                  any losses, claims, damages, liabilities and expense (including
                  reasonable
                  attorney fees) resulting from any untrue statement or alleged untrue
                  statement of a material fact or any omission or alleged omission
                  of a
                  material fact required to be stated in the Registration Statement
                  or
                  Prospectus or amendment or supplement thereto or necessary to make
                  the
                  statements therein not misleading, to the extent, but only to the
                  extent,
                  that such untrue or alleged untrue statement or omission or alleged
                  omission is contained in information furnished in writing by the
                  Holder to
                  the Company specifically for inclusion in such Registration Statement
                  or
                  preliminary Prospectus or Prospectus or amendment or supplement
                  thereto.
                  In no event shall the liability of the Holder be greater in amount
                  than
                  the dollar amount of the proceeds (net of all expense paid by the
                  Holder
                  in connection with any claim relating to this Section 6 and the
                  amount of
                  any damages the Holder has otherwise been required to pay by reason
                  of
                  such untrue statement or omission) received by the Holder upon
                  the sale of
                  the Registrable Securities included in the Registration Statement
                  giving
                  rise to such indemnification obligation.

              
	 	 	
                For
                  the avoidance of doubt, the provisions of this Section 6.2 will
                  remain in
                  full force and effect and survive the sale by the Holder of the
                  Registrable Securities covered by a Registration
                  Statement.

              


      

       

      
        
          	 	
                  6.3

                	
                  Conduct
                    of Indemnification Proceedings.
                    Any person entitled to indemnification hereunder shall (i) give
                    prompt
                    notice to the indemnifying party of any claim with respect to
                    which it
                    seeks indemnification and (ii) permit such indemnifying party
                    to assume
                    the defense of such claim with counsel reasonably satisfactory
                    to the
                    indemnified party; provided that any person entitled to indemnification
                    hereunder shall have the right to employ separate counsel and
                    to
                    participate in the defense of such claim, but the fees and expenses
                    of
                    such counsel shall be at the expense of such person unless (a)
                    the
                    indemnifying party has agreed to pay such fees or expenses, or
                    (b) the
                    indemnifying party shall have failed to assume the defense of
                    such claim
                    and employ counsel reasonably satisfactory to such person, or
                    (c) in the
                    reasonable judgment of any such person, based upon written advice
                    of its
                    counsel, a conflict of interest exists between such person and
                    the
                    indemnifying party with respect to such claims (in which case,
                    if the
                    person notifies the indemnifying party in writing that such person
                    elects
                    to employ separate counsel at the expense of the indemnifying
                    party, the
                    indemnifying party shall not have the right to assume the defense
                    of such
                    claim on behalf of such person); and provided, further, that
                    the failure
                    of any indemnified party to give notice as provided herein shall
                    not
                    relieve the indemnifying party of its obligations hereunder,
                    except to the
                    extent that such failure to give notice shall materially adversely
                    affect
                    the indemnifying party in the defense of any such claim or litigation.
                    It
                    is understood that the indemnifying party shall not, in connection
                    with
                    any proceeding in the same jurisdiction, be liable for fees or
                    expenses of
                    more than one separate firm of attorneys at any time for all
                    such
                    indemnified parties. No indemnifying party will, except with
                    the consent
                    of the indemnified party, consent to entry of any judgment or
                    enter into
                    any settlement that does not include as an unconditional term
                    thereof the
                    giving by the claimant or plaintiff to such indemnified party
                    of a release
                    from all liability in respect of such claim or
                    litigation.

                
	 	 	 
	 	
                  6.4

                	
                  Contribution.
                    If for any reason the indemnification provided for in the preceding
                    paragraphs 6.1 and 6.2 is unavailable to an indemnified party
                    or
                    insufficient to hold it harmless, other than as expressly specified
                    therein, then the indemnifying party shall contribute to the
                    amount paid
                    or payable by the indemnified party as a result of such loss,
                    claim,
                    damage or liability in such proportion as is appropriate to reflect
                    the
                    relative fault of the indemnified party and the indemnifying
                    party, as
                    well as any other relevant equitable considerations.

                
	 	 	
                  No
                    person guilty of fraudulent misrepresentation within the meaning
                    of
                    Section 11(f) of the Act shall be entitled to contribution from
                    any person
                    not guilty of such fraudulent misrepresentation.

                
	 	 	
                  In
                    no event shall the contribution obligation of the Holder be greater
                    in
                    amount than the dollar amount of the proceeds (net of all expenses
                    paid by
                    the Holder in connection with any claim relating to this Section
                    6 and the
                    amount of any damages the Holder has otherwise been required
                    to pay by
                    reason of such untrue or alleged untrue statement or omission
                    or alleged
                    omission) received by it upon the sale of the Registrable Securities
                    giving rise to such contribution
                    obligation.

                


        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

    

      

        
          	
                  RxElite,
                    Inc.

                	 	
                  Dr.
                    Arie Gutman

                
	 	 	 
	
                   

                	 	
                   

                
	
                  By:
                    Jonathan Houssian and Earl Sullivan

                	 	 
	
                  Its
                    Authorized Officers

                	 	 


        

         

      

    

    
      
        
        

      

      
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