THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
      AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
      OF
      FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
      FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

     

    AURIGA
      LABORATORIES, INC.

    2008
      Omnibus Stock Grant and Option Plan

     

    INCENTIVE
      STOCK OPTION AGREEMENT

     

    Auriga
      Laboratories, Inc. (the “Company”), hereby grants an Option to purchase shares
      of its common stock (“Shares”) to the Optionee named below. The terms and
      conditions of the Option are set forth in this cover sheet, in the attachment
      and in the Company’s 2008 Omnibus Stock Grant and Option Plan (the
“Plan”).

     

    Date
      of
      Grant: ___________________________

     

    Name
      of
      Optionee: ___________________________

     

    Optionee’s
      Social Security Number: ___________________________

     

    Number
      of
      Shares Covered by Option: ___________________________

     

    Exercise
      Price per Share: $___________________________

    [must
      be
      at least 100% fair market value on Date of Grant]

     

    Vesting
      Start Date: ___________________________

     

    
      	o	
              Check
                here if Optionee is a 10% owner (so that exercise price must be 110%
                of
                fair market value).

            


    

     

    By
      signing this cover sheet, you agree to all of the terms and conditions described
      in the attached Agreement and in the Plan, a copy of which is also
      attached.

     

    

      
        	
                Optionee:

              	 	 
	 	
                (Signature)

              	 
	
                Company:

              	 	 
	 	
                (Signature)

              	 
	 	 	 
	
                
                  Title: 

                

              	
                 

              	 


      

    


    
      
        
        

      

      
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    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
      AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
      OF
      FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
      FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

     

    AURIGA
      LABORATORIES, INC.

    2008
      Omnibus Stock Grant and Option Plan

     

    INCENTIVE
      STOCK OPTION AGREEMENT

     

    
      	
              Incentive
                Stock Option

            	
              This
                Option is intended to be an incentive stock option under section
                422 of
                the Internal Revenue Code and will be interpreted
                accordingly.

            
	 	 
	
              Vesting

            	
              No
                Shares will vest until you have performed _________ (____) months
                of
                Service from the commencement of your employment with the Company.
                Your
                Option shall vest as to ________ of the Shares on the date _______
                (____)
                months from the Vesting Start Date as shown on the cover sheet.
                Thereafter, Shares shall vest at the rate of _______ of the Shares
                at the
                end of each full month thereafter. After you have completed _________
                (____) months of Service, the number of Shares which vest under this
                Option at the Exercise Price shall be equal to the product of the
                number
                of full months of your continuous employment with the Company (“Service”)
                (including any approved leaves of absence) from the Vesting Start
                Date
                times the number of Shares covered by this Option times ________.
                The
                resulting number of Shares will be rounded to the nearest whole number.
                No
                additional Shares will vest after your Service has terminated for
                any
                reason.

               

              You
                should note that you may exercise the Option prior to vesting. In
                that
                case, the Company has a right to repurchase the unvested shares at
                the
                original exercise price if you terminate employment before vesting
                in all
                shares you purchased. Also, if you exercise before vesting, you should
                consider making an 83(b) election. Please see the attached Tax Summary.
                The
                83(b) election must be filed within thirty (30) days of the date
                you
                exercise.

            
	 	 
	
              Term

            	
              Your
                Option will expire in any event at the close of business at Company
                headquarters on the day before the tenth anniversary of the Date
                of Grant,
                as shown on the cover sheet. (It will expire earlier if your Service
                terminates, as described below.)

            


    

     

    
      
        
        

      

      
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              Regular
                Termination

            	
              If
                your Service terminates for any reason except death, Disability or
                for
                “Cause,” your Option will expire at the close of business at Company
                headquarters on the 30th day after your termination date. During
                that
                30-day period, you may exercise that portion of your Option that
                was
                vested on your termination date.

            
	 	 
	
              Death

            	
              If
                you die while in Service with the Company, your Option will expire
                at the
                close of business at Company headquarters on the date six (6) months
                after
                the date of death. During that six-month period, your estate or heirs
                may
                exercise that portion of your Option that was vested on the date
                of
                death.

            
	 	 
	
              Disability

            	
              If
                your Service terminates because of your Disability, your Option will
                expire at the close of business at Company headquarters on the date
                six
                (6) months after your termination date. (However, if your Disability
                is
                not expected to result in death or to last for a continuous period
                of at
                least twelve (12) months, your Option will be eligible for ISO tax
                treatment only if it is exercised within three (3) months following
                the
                termination of your Service.) During that six-month period, you may
                exercise that portion of your Option that was vested on the date
                of your
                Disability.

               

              “Disability”
                means that you are unable to engage in any substantial gainful activity
                by
                reason of any medically determinable physical or mental
                impairment.

            
	 	 
	
              Leaves
                of Absence

            	
              For
                purposes of this Option, your Service does not terminate when you
                go on a
                bona
                fide
                leave of absence that was approved by the Company in writing, if
                the terms
                of the leave provide for continued service crediting, or when continued
                service crediting is required by applicable law. However, your Service
                will be treated as terminating thirty (30) days after you went on
                leave,
                unless your right to return to active work is guaranteed by law or
                by a
                contract. Your Service terminates in any event when the approved
                leave
                ends unless you immediately return to active work. The Company determines
                which leaves count for this purpose, and when your Service terminates
                for
                all purposes under the Plan. The Company also determines the extent
                to
                which you may exercise the vested portion of your Option during a
                leave of
                absence.

            
	 	 
	
              Notice
                of Exercise

            	
              When
                you wish to exercise this Option, you must execute Exhibit
                A
                (and, if exercise is prior to vesting, you must also execute Exhibits
                B and D).
                Your exercise will be effective when it is received by the Company.
                If
                someone else wants to exercise this Option after your death, that
                person
                must prove to the Company’s satisfaction that he or she is entitled to do
                so.

            
	 	 
	
              Form
                of Payment

            	
              When
                you submit Exhibit
                A,
                you must include payment of the Exercise Price for the Shares you
                are
                purchasing. Payment may be made in one (or a combination) of the
                following
                forms at the discretion of the
                committee:

            


    

     

    
      
        
        

      

      
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              · Your
                personal check, a cashier’s check or a money order.

              · Shares
                which you have owned for six (6) months and which are surrendered
                to the
                Company. The value of the Shares, determined as of the effective
                date of
                the Option exercise, will be applied to the Exercise Price.

              · To
                the extent that a public market for the Shares exists as determined
                by the
                Company, by delivery (on a form prescribed by the Committee) of an
                irrevocable direction to a securities broker to sell Shares and to
                deliver
                all or part of the sale proceeds to the Company in payment of the
                aggregate Exercise Price.

              · Any
                other form of legal consideration approved by the
                Committee.

            
	 	 
	
              Withholding
                Taxes

            	
              You
                will not be allowed to exercise this Option unless you make acceptable
                arrangements to pay any withholding or other taxes that may be due
                as a
                result of the Option exercise or the sale of Shares acquired upon
                exercise
                of this Option.

            
	 	 
	
              Restrictions
                on Resale 

            	
              By
                signing this Agreement, you agree not to exercise this Option or
                sell any
                Shares acquired upon exercise of this Option at a time when applicable
                laws, regulations or Company or underwriter trading policies prohibit
                exercise or sale. In particular, the Company shall have the right
                to
                designate one or more periods of time, each of which shall not exceed
                one
                hundred eighty (180) days in length, during which this Option shall
                not be
                exercisable if the Company determines (in its sole discretion) that
                such
                limitation on exercise could in any way facilitate a lessening of
                any
                restriction on transfer pursuant to the Securities Act or any state
                securities laws with respect to any issuance of securities by the
                Company,
                facilitate the registration or qualification of any securities by
                the
                Company under the Securities Act or any state securities laws, or
                facilitate the perfection of any exemption from the registration
                or
                qualification requirements of the Securities Act or any applicable
                state
                securities laws for the issuance or transfer of any securities. Such
                limitation on exercise shall not alter the vesting schedule set forth
                in
                this Agreement other than to limit the periods during which this
                Option
                shall be exercisable.

               

              Furthermore,
                in respect of any underwritten public offering by the Company, you
                agree
                that you will not sell or otherwise transfer or dispose of any Shares
                covered by this Option during a reasonable and customary period of
                time as
                agreed to by the Company and the underwriters, not to exceed the
                greater
                of (a) one hundred eighty (180) days following the effective date
                of the
                registration statement of the Company filed under the Securities
                Act in
                respect of such offering and (b) such other period of time as agreed
                to by
                holders of a majority of the then outstanding Shares. By signing
                this
                Agreement you agree to execute and deliver such other agreements
                as may be
                reasonably requested by the Company or the underwriter which are
                consistent with the foregoing or which are necessary to give further
                effect thereto. The Company may impose stop-transfer instructions
                with
                respect to the Shares subject to the foregoing restriction until
                the end
                of such period.

            


    

     

    
      
        
        

      

      
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              If
                the sale of Shares under the Plan is not registered under the Securities
                Act of 1933, as amended (the “Securities Act”), but an exemption is
                available which requires an investment or other representation, you
                shall
                represent and agree at the time of exercise that the Shares being
                acquired
                upon exercise of this Option are being acquired for investment, and
                not
                with a view to the sale or distribution thereof, and shall make such
                other
                representations as are deemed necessary or appropriate by the Company
                and
                its counsel. 

            
	 	 
	
              The
                Company’s Right of First Refusal

            	
              In
                the event that you propose to sell, pledge or otherwise transfer
                to a
                third party any Shares acquired under this Agreement, or any interest
                in
                such Shares, the Company shall have the “Right of First Refusal” with
                respect to all (and not less than all) of such Shares. If you desire
                to
                transfer Shares acquired under this Agreement, you must give a written
                “Transfer Notice” to the Company describing fully the proposed transfer,
                including the number of Shares proposed to be transferred, the proposed
                transfer price and the name and address of the proposed transferee.
                The
                Transfer Notice shall be signed both by you and by the proposed transferee
                and must constitute a binding commitment of both parties to the transfer
                of the Shares.

               

              The
                Company and its assignees shall have the right to purchase all, and
                not
                less than all, of the Shares on the terms described in the Transfer
                Notice
                (subject, however, to any change in such terms permitted in the next
                paragraph) by delivery of a Notice of Exercise of the Right of First
                Refusal within thirty(30) days after the date when the Transfer Notice
                was
                received by the Company. The Company’s rights under this Subsection shall
                be freely assignable, in whole or in part.

               

              If
                the Company fails to exercise its Right of First Refusal within thirty
                (30) days after the date when it received the Transfer Notice, you
                may,
                not later than sixty (60) days following receipt of the Transfer
                Notice by
                the Company, conclude a transfer of the Shares subject to the Transfer
                Notice on the terms and conditions described in the Transfer Notice.
                Any
                proposed transfer on terms and conditions different from those described
                in the Transfer Notice, as well as any subsequent proposed transfer
                by
                you, shall again be subject to the Right of First Refusal and shall
                require compliance with the procedure described in the paragraph
                above. If
                the Company exercises its Right of First Refusal, you and the Company
                (or
                its assignees) shall consummate the sale of the Shares on the terms
                set
                forth in the Transfer Notice.

               

              The
                Company’s Right of First Refusal shall inure to the benefit of its
                successors and assigns and shall be binding upon any transferee of
                the
                Shares.

            


    

     

    
      
        
        

      

      
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              Right
                of Repurchase

            	
              Following
                termination of your Service for any reason, the Company shall have
                the
                right to purchase all of those vested Shares that you have or will
                acquire
                under this Option (unvested Shares which have been exercised are
                subject
                to a Repurchase Option set forth in Exhibit
                A).
                If the Company fails to provide you with written notice of its intention
                to purchase such Shares before or within thirty (30) days of the
                date the
                Company receives written notice from you of your termination of Service,
                the Company’s right to purchase such Shares shall terminate. If the
                Company exercises its right to purchase such Shares, the Company
                will
                consummate the purchase of such Shares within sixty (60) days of
                the date
                of its written notice to you. The purchase price for any Shares
                repurchased shall be the higher of the fair market value of the Shares
                on
                the date of purchase or the aggregate Exercise Price for such Shares
                and
                shall be paid in cash. The Company’s right of repurchase shall terminate
                in the event that Stock is listed on an established stock exchange
                or is
                quoted regularly on the Nasdaq National Market. The fair market value
                shall be determined by the Board of Directors in its sole
                discretion.

            
	 	 
	
              Transfer
                of Option

            	
              Prior
                to your death, only you may exercise this Option. You cannot transfer
                or
                assign this Option. For instance, you may not sell this Option or
                use it
                as security for a loan. If you attempt to do any of these things,
                this
                Option will immediately become invalid. You may, however, dispose
                of this
                Option in your will.

            
	 	 
	 	
              Regardless
                of any marital property settlement agreement, the Company is not
                obligated
                to honor a Notice of Exercise from your spouse or former spouse,
                nor is
                the Company obligated to recognize such individual’s interest in your
                Option in any other way.

            
	 	 
	 	 
	
              Retention
                Rights

            	
              This
                Agreement does not give you the right to be retained by the Company
                in any
                capacity. The Company reserves the right to terminate your Service
                at any
                time and for any reason.

            
	 	 
	
              Shareholder
                Rights

            	
              Neither
                you, nor your estate or heirs, have any rights as a shareholder of
                the
                Company until a certificate for the Shares acquired upon exercise
                of this
                Option has been issued. No adjustments are made for dividends or
                other
                rights if the applicable record date occurs before your stock certificate
                is issued, except as described in the Plan.

            
	 	 
	
              Adjustments

            	
              In
                the event of a stock split, a stock dividend or a similar change
                in the
                Company’s Stock, the number of Shares covered by this Option and the
                Exercise Price per share may be adjusted pursuant to the Plan. Your
                Option
                shall be subject to the terms of the agreement of merger, liquidation
                or
                reorganization in the event the Company is subject to such corporate
                activity.

            
	 	 
	
              Legends

            	
              All
                certificates representing the Shares issued upon exercise of this
                Option
                shall, where applicable, have endorsed thereon the following
                legends:

            


    

     

    
      
        
        

      

      
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              “THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
                RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET
                FORTH IN
                AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH
                HOLDER’S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER
                RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY
                (OR ITS
                ASSIGNS) UPON THE SALE OF THE SHARES OR UPON TERMINATION OF SERVICE
                WITH
                THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
                OFFICE
                OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE
                SECRETARY
                OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                CERTIFICATE.

            
	 	 
	 	
              THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                UNDER
                THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE,
                AND MAY
                BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
                THE
                RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE
                COMPANY
                IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
                ITS
                COUNSEL, THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE
                SECURITIES LAWS IS NOT REQUIRED.”

            
	 	 
	
              Applicable
                Law

            	
              This
                Agreement will be interpreted and enforced under the laws of the
                State of
                California (without regard to their choice of law
                provisions).

            
	 	 
	
              The
                Plan and Other Agreements

            	
              The
                text of the Plan is incorporated in this Agreement by reference.
                Certain
                capitalized terms used in this Agreement are defined in the
                Plan.

               

              This
                Agreement, including its attachments, and the Plan constitute the
                entire
                understanding between you and the Company regarding this Option.
                Any prior
                agreements, commitments or negotiations concerning this Option are
                superseded.

            


    

    


    By
      signing the cover sheet of this Agreement, you agree to all of the terms and
      conditions described above and in the Plan. You also acknowledge that you have
      read Section 11, “Purchaser’s Investment Representations” of Attachment A and
      that you can and hereby do make the same representations with respect to the
      grant of this Option.

    

      
        
          
          

        

        
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