RxElite,
      Inc.

    1404
      North Main Street, Suite 200

    Meridian,
      Idaho 83642

     

    January
      18, 2008

     

    Castlerigg
      Master Investments Ltd. 

    c/o
      Sandell Asset Management

    40
      West
      57th Street, 26th Floor

    New
      York,
      NY 10019

    Attention:
      Cem Hacioglu/Matthew Pliskin

     

    Re:
      Amendment
      to Senior Secured Convertible Note and Warrants

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Senior Secured Convertible Note issued by RxElite,
      Inc.,
      a Delaware corporation (the “Company”),
      to
      the order of Castlerigg Master Investments Ltd. (the “Holder”)
      on
      December 31, 2007 in the principal sum of $10,500,000 (the “Note”).
      The
      Company and the Holder agree that:

     

    (a) Schedules
      I-A and I-B of the Note are hereby amended and restated in their entirety to
      read as follows:

     

    “Schedule
      1-A

     

    Lower
      EBITDA Thresholds

     

    
      	 	
              Fiscal
                Quarter ending March 31, 2008

            	
              Fiscal
                Quarter ending June 30, 2008

            	
              Fiscal
                Quarter ending September 30, 2008

            	
              Fiscal
                Quarter ending December 31, 2008

            	
              Each
                Fiscal Quarter Thereafter

            
	
              Consolidated
                EBITDA

            	
              -$2,000,000

            	
              -$1,000,000

            	
              $450,000

            	
              $1,000,000

            	
              $1,000,000

            


    

    


    Schedule
      1-B

     

    Higher
      EBITDA Thresholds

     

    
      	 	
              Fiscal
                Quarter ending March 31, 2008

            	
              Fiscal
                Quarter ending June 30, 2008

            	
              Fiscal
                Quarter ending September 30, 2008

            	
              Fiscal
                Quarter ending December 31, 2008

            	
              Each
                Fiscal Quarter Thereafter

            
	
              Consolidated
                EBITDA

            	
              -$1,000,000

            	
              $0.00

            	
              $1,000,000

            	
              $2,000,000

            	
              $2,000,000

            


    

     

    (b) Section
      28(m) of the Note is amended and restated in its entirety to read as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “(m) "Consolidated
      EBITDA" means, with respect to any Person and its Subsidiaries for any
      applicable Fiscal Quarters, the Consolidated Net Income of such Person and
      its
      Subsidiaries as set forth in the financial statements of the Company contained
      in the Form 10-Q or Form 10-K of the Company for the applicable Fiscal Quarter,
      plus without duplication, the sum of the following amounts of the Company and
      its Subsidiaries for such period to the extent deducted in determining
      Consolidated Net Income of such Persons for such period: (i) Consolidated Net
      Interest Expense, (ii) income tax expense, (iii) depreciation expense and (iv)
      amortization expense; provided, however, that during the fiscal quarter ending
      March 31, 2008, the Company’s Consolidated EBITDA shall be increased by the
      value the shares of Common Stock not to exceed 1,000,000 shares of Common Stock
      (subject to appropriate adjustments for any stock dividend, stock split, stock
      combination, reclassification or similar transaction after the Issuance Date)
      that are issued to consultants for services provided to the Company during
      such
      fiscal quarter, with such shares having a value as reasonably determined in
      good
      faith by the Company’s outside accountants.”

     

    (c) Section
      28(v) of the Note is amended and restated in its entirety to read as
      follows:

     

    “(v) "Excluded
      Securities" means any Common Stock issued or issuable: (i) during the fiscal
      quarter ending March 31, 2008 to consultants for services provided to the
      Company not to exceed 1,000,000 shares of Common Stock (subject to appropriate
      adjustments for any stock dividend, stock split, stock combination,
      reclassification or similar transaction after the Issuance Date), (ii) in
      connection with any Approved Stock Plan; (iii) upon conversion of the Notes
      or
      the exercise of the Warrants; (iv) in connection with any stock split, stock
      dividend, recapitalization or similar transaction by the Company for which
      adjustment is made pursuant to Section 7(b); and (v) upon exercise of any
      Options or Convertible Securities which are outstanding on the day immediately
      preceding the Subscription Date, provided that the terms of such Options or
      Convertible Securities are not amended, modified or changed on or after the
      Subscription Date.”

     

    Reference
      is made to that certain warrant to purchase up to 13,985,083 shares of common
      stock of the Company, issued by the Company to the Holder on December 31, 2007
      (the “First
      Warrant”).
      The
      Company and the Holder agree that Section 16(i) of the First Warrant is hereby
      amended and restated in its entirety to read as follows:

     

    “(i)
      "Excluded Securities" means any Common Stock issued or issuable: (i) during
      the
      fiscal quarter ending March 31, 2008 to consultants not to exceed 1,000,000
      shares of Common Stock (subject to appropriate adjustments for any stock
      dividend, stock split, stock combination, reclassification or similar
      transaction after the Issuance Date), (ii) in connection with any Approved
      Stock
      Plan; (iii) upon conversion of the SPA Securities or the exercise of the SPA
      Warrants; (iv) in connection with any stock split, stock dividend,
      recapitalization or similar transaction by the Company for which adjustment
      is
      made pursuant to Section 2(b); and (v) upon exercise of any Options or
      Convertible Securities which are outstanding on the day immediately preceding
      the Subscription Date, provided that the terms of such Options or Convertible
      Securities are not amended, modified or changed on or after the Subscription
      Date.”

     

    Reference
      is made to that certain warrant to purchase up to 4,661,694 shares of common
      stock of the Company, issued by the Company to the Holder on December 31, 2007
      (the “Second
      Warrant”).
      The
      Company and the Holder agree that Section 16(i) of the Second Warrant is hereby
      amended and restated in its entirety to read as follows:

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    “(i)
      "Excluded Securities" means any Common Stock issued or issuable: (i) during
      the
      fiscal quarter ending March 31, 2008 to consultants not to exceed 1,000,000
      shares of Common Stock (subject to appropriate adjustments for any stock
      dividend, stock split, stock combination, reclassification or similar
      transaction after the Issuance Date), (ii) in connection with any Approved
      Stock
      Plan; (iii) upon conversion of the SPA Securities or the exercise of the SPA
      Warrants; (iv) in connection with any stock split, stock dividend,
      recapitalization or similar transaction by the Company for which adjustment
      is
      made pursuant to Section 2(b); and (v) upon exercise of any Options or
      Convertible Securities which are outstanding on the day immediately preceding
      the Subscription Date, provided that the terms of such Options or Convertible
      Securities are not amended, modified or changed on or after the Subscription
      Date.”

     

    Except
      as
      modified by the provisions hereof, each of the Note, the First Warrant and
      the
      Second Warrant will remain in full force and effect in accordance with their
      terms.

     

    The
      Company shall reimburse the Holder for its reasonable legal expenses incurred
      in
      connection with the preparation and execution of this Letter Agreement and
      any
      and all documents executed in connection therewith.

     

    This
      Letter Agreement may be executed in two or more identical counterparts, all
      of
      which shall be considered one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party; provided that a facsimile signature shall be considered due execution
      and
      shall be binding upon the signatory thereto with the same force and effect
      as if
      the signature were an original, not a facsimile signature.

     

    This
      Letter Agreement may not be amended or otherwise modified in any respect without
      the written consent of each of the Company and the Holder. This Letter Agreement
      shall be construed and enforced in accordance with the laws of the State of New
      York, without regard to the principles of conflicts of laws.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    If
      this
      consent accurately reflects the understanding and agreement of the Company,
      please sign below and return an executed copy of this consent to the
      undersigned.

     

    Very
      truly yours,

    


    /s/
      Jonathan Houssian

    Jonathan
      Houssian

    President
      and Chief Executive Officer

     

     

    Acknowledged
      and Agreed 

    as
      of
      this 18th day of January, 2008

     

    CASTLERIGG
      MASTER INVESTMENTS LTD.

     

    By:
      Sandell Asset Management Corp., 

    its
      investment manager

     

    


     

    By: 
      /s/ Timothy O'Brien

    Name:
      Timothy O'Brien

    Title:
      Chief Financial Officer

     

     

     

    
      
        
        

      

      
        -4-