EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is dated January 4th, 2008 (the “Effective
      Date”)
      by and
      between RxElite, Inc., a Delaware corporation (“RxElite”)
      and
      Dr. Arie L. Gutman (“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.
      RxElite
      hereby agrees to employ the Executive as the president of the Israeli company
      RxLite Israel Ltd. (the “Company”), a fully owned subsidiary of RxElite, and
      Executive 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 Board
      of Directors of RxElite (“Board”). 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.
      The intent of the parties is that the Company shall employ a full time Senior
      Executive or facility manager based at the Company’s premises in Israel, and
      until such time, the Executive’s duties will include such duties normally
      fulfilled by a Senior Executive taking into account that the Executive may
      be
      based in the US. RxElite shall procure for the Executive the necessary working
      visa for the US for the Term.

     

    2. Term.
      The
      term of this Agreement (the “Term”)
      shall
      commence on the Effective Date and run for a term of 3 years, and 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 time and efforts
      to the performance, to the best of his abilities, of such duties and
      responsibilities, as described in Section 1 above. It is acknowledged that
      the
      time dedicated by the Executive may vary depending on the business of the
      Company. 

     

    4. Compensation.

     

    (a) Salary.
      Executive shall be paid One Hundred and Ninety Thousand US Dollars ($190,000.00)
      on an annualized basis (the “Base
      Salary”)
      in
      accordance with RxElite’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.

     

    (b) Bonus.
      In
      addition to the Base Salary, Executive shall be entitled to a bonus of up to
      thirty percent (30%) of his Base Salary. The Board and Executive will agree
      upon
      milestones for bonus achievement. The actual bonus amount will be determined
      by
      the Board in its absolute and sole discretion.

     

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

     

    (i) RxElite
      shall include the Executive in such benefit plans and insurance policies as
      RxElite provides from time to time to its highest ranking officers. In that
      context, RxElite shall pay the medical insurance premiums for coverage of the
      Executive and his family, as may be established from time to time by RxElite
      with such carriers and such coverage and such terms and conditions as RxElite
      may select. On or after the date hereof, RxElite shall be entitled to cause
      Executive to participate in the cost of the foregoing medical insurance in
      such
      pro-rations as RxElite may decide in its sole and absolute discretion, as
      applicable to the same level executive of RxElite. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Expenses.
      Executive shall be reimbursed by RxElite 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 RxElite to comply with the applicable rules and regulations
      of the Internal Revenue Service.

     

    (e) Equity
      Awards.
      Executive shall be eligible for grants of stock options, restricted stock and
      other permissible awards under RxElite, Inc. 2007 Incentive Stock Plan, as
      the
      Board or Compensation Committee of RxElite shall, in its absolute and sole
      discretion, determine, compatible with awards granted or to be granted to the
      highest ranking executives in RxElite.

     

    5. Vacation.
      Executive shall be entitled to 25 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 RxElite’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 RxElite’s
      Compensation Committee. RxElite’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 RxElite 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”),
      RxElite 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 RxElite 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 RxElite. 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Cause.
      RxElite
      shall have the right to terminate Executive's employment for “Cause” 30 days
      after RxElite notifies the Executive of the Cause and if such Cause has not
      been
      remedied by the Executive during such 30 days period. 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 RxElite or the Company by Executive or any
      action which has a materially adverse effect on RxElite or the Company or their
      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.
      RxElite
      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 30 days after the date such notice is
      provided and subject to the payment as set out in Section 7 below. 

     

    (e) Voluntary
      Resignation.
      Executive shall have the right to terminate his employment hereunder by
      providing RxElite with a written notice of resignation. Such notice must be
      provided 270 days prior to the date upon which Executive wishes such resignation
      to be effective - if the effective date is within the first three years, or
      60
      days if the effective date of resignation is thereafter. Upon receipt of such
      resignation, RxElite shall have the option to accelerate the resignation to
      a
      date prior to the expiration of the 270 (or 60, as applicable) 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)
      RxElite shall continue to pay to Executive his base salary as in effect on
      the
      date of termination for a period of twelve (12) months and (iii) RxElite
      shall reimburse Executive for the costs of obtaining comparable benefits for
      twelve (12) months, unless Executive obtains other employment that provides
      for
      comparable benefits as Executive received while employed by RxElite. In the
      event Executive’s employment is terminated for any other reason, then Executive
      shall be entitled to receive his Base Salary though the effective date of
      termination and RxElite shall reimburse Executive for any reasonable expenses
      previously incurred for which Executive had not been reimbursed prior to the
      termination of employment.

     

    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 RxElite to Executive shall become immediately exercisable, and shall
      remain exercisable throughout their entire term. “Change of Control” of RxElite
      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, as amended (the “Exchange
      Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 50% or more of either (a) the outstanding
      shares of common stock of RxElite (the “Outstanding RxElite Common Stock”) or
      (b) the combined voting power of the then outstanding voting securities of
      RxElite entitled to vote generally in the election of directors (the
“Outstanding RxElite 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 RxElite, (ii) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by RxElite or any
      corporation controlled by RxElite or (iii) any acquisition by any corporation
      pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
      subsection (c) below; or

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (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 RxElite’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 RxElite (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 RxElite Common Stock and Outstanding
      RxElite 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 RxElite or all or substantially all of RxElite’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 RxElite Common Stock and Outstanding RxElite Voting
      Securities, as the case may be, (ii) no Person (excluding any employee benefit
      plan (or related trust) of RxElite or such corporation resulting from such
      Business Combination) beneficially owns, directly or indirectly, 20% or more
      of,
      respectively, the then Outstanding RxElite 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 RxElite of a complete liquidation or dissolution of
      RxElite.

    


    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 RxElite all books, records, or other written papers or documents
      entrusted to him or which he has otherwise acquired pertaining to RxElite and
      all other RxElite property in Executive’s possession, custody or control that
      are not generally available in the public domain.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10. Inventions
      and Patents.
      Executive agrees that Executive will promptly from time-to-time fully inform
      and
      disclose to RxElite 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 RxElite or 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
      RxElite and shall be “works made for hire” as defined in 17 U.S.C. §101, and
      RxElite 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 RxElite
      (or its designee) all right, title and interest in and to every Creation.
      Executive shall assist RxElite in obtaining patents or copyrights on all such
      inventions, designs, improvements and discoveries being patentable or
      copyrightable by Executive or RxElite or the Company and shall execute all
      documents and do all things necessary to obtain letters of patent or copyright,
      vest RxElite 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.
      RxElite will bear all costs and expenses related to or arising from the
      aforesaid activities. 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, RxElite shall deliver to Executive or permit
      Executive to have access to and become familiar with various confidential
      information and trade secrets of RxElite and the Company, including, without
      limitation, data, production methods, customer lists, product format or
      developments, other information concerning the business of RxElite and the
      Company and other unique processes, procedures, services and products of RxElite
      and the Company, which are regularly used in the operation of the business
      of
      RxElite and the Company (the “Confidential
      Information”).
      Executive shall not disclose any of the Confidential Information that he
      receives from RxElite and the Company, or their clients and customers in the
      course of his employment with RxElite, 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 RxElite. Executive further
      acknowledges and agrees that Executive owes RxElite 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 RxElite
      and the Company, whether prepared by Executive or otherwise coming into
      Executive’s possession in the course of his employment with RxElite, shall
      remain the exclusive property of RxElite and the Company and shall not be
      removed from the premises of RxElite or the Company without the prior written
      consent of RxElite 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 RxElite, shall be
      returned by Executive to RxElite. Executive further acknowledges that the
      covenants of Executive herein are intended to include the protection of the
      confidential information of each of RxElite’s customers and clients, that come
      into the possession of Executive as a result of his employment with RxElite,
      and
      that such customers and clients of RxElite shall be entitled to rely on and
      enforce these covenants against Executive for their own benefit.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (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 RxElite, (ii) RxElite’s willingness to enter into
      this Agreement is based in material part on Executive’s agreement to the
      provisions of this Section
      11(b)
      and
      (iii) Executive’s breach of the provisions of this Section would materially and
      irreparably damage RxElite. In consideration for RxElite’s disclosure of
      Confidential Information to Executive, Executive’s access to the Confidential
      Information, and the salary paid to Executive by RxElite 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 RxElite and 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
      11(b)
      of this
      Agreement are reasonable in scope and necessary for the protection of the
      business and goodwill of RxElite. Executive agrees that should any portion
      of
      the covenants in Section
      11
      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 RxElite or the Company for the purpose of causing them to leave
      the employment of RxElite or the Company or take employment with any business
      that is in competition in any manner whatsoever with the business of RxElite
      or
      the Company.

     

    (e) Injunctive
      Relief; Extension of Restrictive Period.
      In the
      event of a breach of any of the covenants by Executive or RxElite 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 RxElite 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
      RxElite.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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 RxElite:

              
	 	 
	 	
                RxElite
                  Holdings Inc.

              
	 	
                1404
                  N. Main Street, 

              
	 	
                Suite
                  200

              
	 	
                Meridian,
                  ID 83642

              
	 	
                Attn:
                  Chief Operating Officer

              
	 	 
	
                (ii)

              	
                If
                  to Executive, to: 

              
	 	 
	 	
                Dr.
                  Arie Gutman

              
	 	
                33
                  Narkissim Street 

              
	 	
                Nesher
                  36601, Israel

              
	 	
                Telecopier:
                  +972-4-8343341 

              
	 	
                Telephone:
                  +972-52-4733833 

              


      

    

     

    (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 RxElite, this shall include
      any
      officers, directors, partners, executives, employees, representatives or agents
      of RxElite.

     

    (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.

     

    [Remainder
      of Page Left Intentionally Blank]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    

      
        	
                RXELITE,
                  INC.

              	 	
                EXECUTIVE

              
	 	 	 
	
                 

              	 	
                 

              
	
                By:
                  Jonathan Houssian and Earl Sullivan

              	 	
                Dr.
                  Arie Gutman

              
	
                Its
                  Authorized Officers

              	 	 


      

    

     

    
      
        
        

      

      
        8