NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

    
 

    
      	
              250,000
                Warrants

            	
              April
                12, 2006

            


    

    


    AURIGA
      LABORATORIES, INC.

    


    WARRANTS

    


    Auriga
      Laboratories, Inc., a Delaware corporation (“Auriga”),
      certifies that, for value received, Trilogy Capital Partners, Inc.
      (“Trilogy”),
      or
      registered assigns (the “Holder”),
      is
      the owner of Two Hundred Fifty Thousand (250,000) Warrants of Auriga (the
“Warrants”).
      Each
      Warrant entitles the Holder to purchase from Auriga at any time prior to the
      Expiration Date (as defined below) one share of the common stock of Auriga
      (the
“Common
      Stock”)
      for
      the Exercise Price (as defined in Section 1 of these Warrants), on the terms
      and
      conditions hereinafter provided. The Exercise Price and the number of shares
      of
      Common Stock purchasable upon exercise of each Warrant are subject to adjustment
      as provided in this Certificate. These Warrants were issued in connection with
      the certain Letter of Engagement dated April 12, 2006 between Auriga and Trilogy
      (the “LOE”).
      

     

    1.   Exercise
      Price; Vesting; Expiration Date; Exercise

     

    1.1 
      Exercise
      Price. The exercise price (the “Exercise
      Price”)
      shall
      be $2.50 per share,
      subject
      to adjustment as provided in Section 2 of this Certificate. 

     

    1.2 Vesting.
      The Warrants shall vest and become exercisable as of the first to occur of
      the
      following (the “Vesting
      Date”):
      (a)
      the effectiveness of a registration statement filed by Auriga under the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      for
      the registration of the sale of securities by Auriga; (b) the date any class
      of
      securities of Auriga is registered under Section 12 of the Securities Exchange
      Act of 1934, as amended (the “Exchange
      Act”);
      (c)
      the closing of a merger or other reorganization in which the shareholders of
      Auriga receive, in exchange for their shares of capital stock of Auriga, capital
      stock of a Public Company (which merger may be with the Public Company or a
      subsidiary of the Public Company); or (d) the closing of a stock for stock
      exchange in which shareholders of Auriga holding at least 80% of the outstanding
      shares of Auriga exchange their shares of capital stock of Auriga for shares
      of
      capital stock of a Public Company representing not less than 50% of the
      outstanding common stock of the Public Company. A “Public
      Company”
is
      a
      corporation that is subject to the periodic reporting requirements of Section
      13
      of the Exchange Act or Section 15(d) of the Securities Act (or voluntarily
      files
      such periodic reports). Auriga agrees that it will not consummate any
      transaction of the type described under subsection (c) above unless the
      surviving Public Company expressly agrees to issue its shares upon exercise
      of
      these Warrants as contemplated by Section 2 of these Warrants and assumes the
      obligations of Auriga under these Warrants, including the registration
      obligations under Section 9. Auriga agrees that it will not consummate (or
      participate in) any transaction of the type described under subsection (d)
      above
      unless the surviving Public Company concurrently issues substitute warrants
      in
      tax-free (to the Holder) exchange for these Warrants, which substitute warrants
      shall be for a number of shares and an exercise price comparable to that had
      the
      transaction been a merger of Auriga and the surviving Public Company or its
      subsidiary. Holder agrees that in the event of a transaction described in
      subsections (b) or (c), it will enter into a registration rights agreement
      with
      the surviving Public Company that provides to the Holder the same registration
      rights that are provided in Section 9 of this Certificate, in which event the
      registration rights under Section 9 of this Certificate shall terminate.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.3 Expiration
      Date. The Warrants shall terminate on the later of the third annual anniversary
      of the Vesting Date (the “Expiration
      Date”)
      and
      March 31, 2010.

     

    1.4 Manner
      of
      Exercise. The Warrants are exercisable by delivery to Auriga of the following
      (the “Exercise
      Documents”):
      (a)
      this Certificate; (b) a written notice of election to exercise the Warrants;
      and
      (c) payment of the Exercise Price in cash, by check or by “net” exercise as
      contemplated by Section 1.4 of this Certificate. Within five (5) business days
      following receipt of the foregoing, Auriga shall execute and deliver to the
      Holder: (a) a certificate or certificates representing the aggregate number
      of
      shares of Common Stock purchased by the Holder, and (b) if less than all of
      the
      Warrants evidenced by this Certificate are exercised, a new certificate
      evidencing the Warrants not so exercised.

     

    1.5 Net
      Exercise. In lieu of the payment methods set forth in Section 1.3 above, the
      Holder may elect to exchange all or some of the Warrant for the number of shares
      of Common Stock computed using the following formula:

     

    X
      =
Y
      (A-B)

    A

     

    Where
      X =
      the number of shares of Common Stock to be issued to Holder.

     

    Y
      = the
      number of shares of Common Stock purchasable under the Warrants being exchanged
      (as adjusted to the date of such calculation).

     

    A
      = the
      Market Price on the date of receipt by Auriga of the exercise
      documents.

     

    B
      = the
      Exercise Price of the Warrants being exchanged (as adjusted in accordance with
      the terms of Section 2 hereof).

     

    The
      “Market
      Price”
on
      any
      trading day shall be deemed to be the last reported sale price of the Common
      Stock on such day, or, in the case no such reported sales take place on such
      day, the last reported sale price on the preceding trading day on which there
      was a last reported sales price, as officially reported by the principal
      securities exchange in which the shares of Common Stock are listed or admitted
      to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed
      or admitted to trading on any national securities exchange or the Nasdaq Stock
      Market, the last sale price, or if there is no last sale price, the closing
      bid
      price, as furnished by the National Association of Securities Dealers, Inc.
      (such as through the OTC Bulletin Board) or a similar organization or if Nasdaq
      is no longer reporting such information. If the Market Price cannot be
      determined pursuant to the sentence above, the Market Price shall be determined
      in good faith (using customary valuation methods) by the Board of Directors
      of
      Auriga based on the information best available to it, including recent
      arms-length sales of Common Stock to unaffiliated persons.

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    1.6 Warrant
      Exercise Limitation. Notwithstanding any other provision of this Agreement,
      if
      as of the date of exercise Auriga has a class of securities registered under
      Section 12 of the Securities Exchange Act of 1934, as amended, Holder may not
      exercise Warrants under this Section 1 to the extent that immediately following
      such exercise Holder would beneficially own 5% or more of the outstanding Common
      Stock of Auriga. For this purpose, a representation of the Holder that following
      such exercise it would not beneficially own 5% or more of the outstanding Common
      Stock of Auriga shall be conclusive and binding upon Auriga. If these Warrants
      become exercisable for a voting security of a Public Company other than Auriga,
      references to (“Auriga”) in this Section 1.6 shall mean such Public
      Company.

     

    2.   Adjustments
      of Exercise Price and Number and Kind of Conversion Shares

     

    2.1 In
      the
      event that Auriga shall at any time hereafter (a) pay a dividend in Common
      Stock
      or securities convertible into Common Stock; (b) subdivide or split its
      outstanding Common Stock; or (c) combine its outstanding Common Stock into
      a
      smaller number of shares; then the number of shares to be issued immediately
      after the occurrence of any such event shall be adjusted so that the Holder
      thereafter may receive the number of shares of Common Stock it would have owned
      immediately following such action if it had exercised the Warrants immediately
      prior to such action and the Exercise Price shall be adjusted to reflect such
      proportionate increases or decreases in the number of shares.

     

    2.2 Following
      any capital reorganization, any reclassification of the Common Stock (other
      than
      recapitalization described in Section 2.1 above), or the consolidation or
      merger of Auriga, upon exercise of the Warrants the Holder shall be entitled
      to
      receive the securities or property (including cash) that the Holder would have
      received had the Holder exercised the Warrants immediately prior to such
      reorganization, reclassification, consolidation or merger, and in any such
      case
      appropriate adjustments shall be made in the application of the provisions
      set
      forth in this Agreement with respect to the rights and interests thereafter
      of
      the Holder, to the end that the provisions set forth in this Agreement
      (including the specified changes and other adjustments to the Exercise Price)
      shall thereafter be applicable in relation to any securities or other property
      thereafter issuable upon exercise of the Warrants.

     

    3.   Reservation
      of Shares. Auriga
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Common Stock, such number of shares of Common Stock as shall from
      time
      to time be issuable upon exercise of the Warrants. If at any time the number
      of
      authorized but unissued shares of Common Stock shall not be sufficient to permit
      the exercise of the Warrants, Auriga shall promptly seek such corporate action
      as may necessary to increase its authorized but unissued shares of Common Stock
      to such number of shares as shall be sufficient for such purpose.

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    4.   Certificate
      as to Adjustments. In
      each
      case of any adjustment in the Exercise Price, or number or type of shares
      issuable upon exercise of these Warrants, the Chief Financial Officer of Auriga
      shall compute such adjustment in accordance with the terms of these Warrants
      and
      prepare a certificate setting forth such adjustment and showing in detail the
      facts upon which such adjustment is based, including a statement of the adjusted
      Exercise Price. Auriga shall promptly send (by facsimile and by either first
      class mail, postage prepaid or overnight delivery) a copy of each such
      certificate to the Holder.

     

    5.   Loss
      or Mutilation. Upon
      receipt of evidence reasonably satisfactory to Auriga of the ownership of and
      the loss, theft, destruction or mutilation of this Certificate, and of indemnity
      reasonably satisfactory to it, and (in the case of mutilation) upon surrender
      and cancellation of these Warrants, Auriga will execute and deliver in lieu
      thereof a new Certificate of like tenor as the lost, stolen, destroyed or
      mutilated Certificate.

     

    6.   Representations
      and Warranties of Auriga. Auriga
      hereby represents and warrants to Holder that:

     

    6.1 Due
      Authorization. All corporate action on the part of Auriga, its officers,
      directors and shareholders necessary for (a) the authorization, execution and
      delivery of, and the performance of all obligations of Auriga under, these
      Warrants, and (b) the authorization, issuance, reservation for issuance and
      delivery of all of the Common Stock issuable upon exercise of these Warrants,
      has been duly taken. These Warrants constitute a valid and binding obligation
      of
      Auriga enforceable in accordance with their terms, subject, as to enforcement
      of
      remedies, to applicable bankruptcy, insolvency, moratorium, reorganization
      and
      similar laws affecting creditors’ rights generally and to general equitable
      principles.

     

    6.2 Organization.
      Auriga is a corporation duly organized, validly existing and in good standing
      under the laws of the State referenced in the first paragraph of this
      Certificate and has all requisite corporate power to own, lease and operate
      its
      property and to carry on its business as now being conducted and as currently
      proposed to be conducted.

     

    6.3 Valid
      Issuance of Stock. Any shares of Common Stock issued upon exercise of these
      Warrants will be duly and validly issued, fully paid and
      non-assessable.

     

    6.4 Governmental
      Consents. All consents, approvals, orders, authorizations or registrations,
      qualifications, declarations or filings with any federal or state governmental
      authority on the part of Auriga required in connection with the consummation
      of
      the transactions contemplated herein have been obtained.

     

    7.   Representations
      and Warranties of Trilogy.
      Trilogy
      hereby represents and warrants to Auriga that:

     

    7.1 Trilogy
      is acquiring the Warrants for its own account, for investment purposes
      only.

     

    7.2 Trilogy
      understands that an investment in the Warrants involves a high degree of risk,
      and Trilogy has the financial ability to bear the economic risk of this
      investment in the Warrants, including a complete loss of such investment.
      Trilogy has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    7.3 Trilogy
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrants
      and
      in protecting its own interest in connection with this transaction.

     

    7.4 Trilogy
      understands that the Warrants have not been registered under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”)
      or
      under any state securities laws. Trilogy is familiar with the provisions of
      the
      Securities Act and Rule 144 thereunder and understands that the restrictions
      on
      transfer on the Warrants may result in Trilogy being required to hold the
      Warrants for an indefinite period of time.

     

    7.5 Trilogy
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of
      the Warrants except pursuant to an effective registration statement under the
      Securities Act or an exemption from registration. As a further condition to
      any
      such Transfer, except in the event that such Transfer is made pursuant to an
      effective registration statement under the Securities Act, if in the reasonable
      opinion of counsel to Auriga any Transfer of the Warrants by the contemplated
      transferee thereof would not be exempt from the registration and prospectus
      delivery requirements of the Securities Act, Auriga may require the contemplated
      transferee to furnish Auriga with an investment letter setting forth such
      information and agreements as may be reasonably requested by Auriga to ensure
      compliance by such transferee with the Securities Act.

     

    8.   Notices
      of Record Date

     

    In
      the
      event:

     

    8.1 Auriga
      shall take a record of the holders of its Common Stock (or other stock or
      securities at the time receivable upon the exercise of these Warrants), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities or to receive any other right; or

     

    8.2 of
      any
      consolidation or merger of Auriga with or into another corporation, any capital
      reorganization of Auriga, any reclassification of the capital stock of Auriga,
      or any conveyance of all or substantially all of the assets of Auriga to another
      corporation in which holders of Auriga’s stock are to receive stock, securities
      or property of another corporation; or

     

    8.3 of
      any
      voluntary dissolution, liquidation or winding-up of Auriga; or

     

    8.4 of
      any
      redemption or conversion of all outstanding Common Stock;

     

    then,
      and
      in each such case, Auriga will mail or cause to be mailed to the Holder a notice
      specifying, as the case may be, (a) the date on which a record is to be taken
      for the purpose of such dividend, distribution or right, or (b) the date on
      which such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation, winding-up, redemption or conversion is to take place,
      and the time, if any is to be fixed, as of which the holders of record of Common
      Stock (or such stock or securities as at the time are receivable upon the
      exercise of these Warrants), shall be entitled to exchange their shares of
      Common Stock (or such other stock or securities), for securities or other
      property deliverable upon such reorganization, reclassification, consolidation,
      merger, conveyance, dissolution, liquidation or winding-up. Auriga shall use
      all
      reasonable efforts to ensure such notice shall be delivered at least 15 days
      prior to the date therein specified. 

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    9.    Registration
      Rights.
      

     

    9.1 Definitions.
      For purposes of this Section 9, the following terms shall have the meanings
      set
      forth below:

     

    9.1.1   A
      “Blackout
      Event”
shall
      mean any of the following: (a) the possession by Auriga of material information
      that is not ripe for disclosure in a registration statement or prospectus,
      as
      determined reasonably and in good faith by the Chief Executive Officer or the
      Board of Directors of Auriga or that disclosure of such information in the
      Registration Statement or the prospectus constituting a part thereof would
      be
      materially detrimental to the business and affairs of Auriga; or (b) any
      material engagement or activity by Auriga which would, in the reasonable and
      good faith determination of the Chief Executive Officer or the Board of
      Directors of Auriga, be materially adversely affected by disclosure in a
      registration statement or prospectus at such time. 

     

    9.1.2   “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    9.1.3   “Included
      Shares”
shall
      mean any Registrable Shares included in a Registration.

     

    9.1.4   “Registrable
      Shares”
shall
      mean the shares of Common Stock (or such stock or securities as at the time
      are
      receivable upon the exercise of these Warrants) issuable upon exercise of the
      Warrants and any other warrants and or other securities issued to Trilogy in
      connection with performing investor relations services for Auriga, and shares
      or
      securities issued as a result of a stock split, stock dividend or
      reclassification of such shares.

     

    9.1.5   “Registration”
shall
      mean a registration of securities under the Securities Act pursuant to Section
      9.2 or 9.3 of this Agreement. 

     

    9.1.6   “Registration
      Period”
shall
      mean with respect to any Registration Statement the period commencing the
      effective date of the Registration Statement and ending upon withdrawal or
      termination of the Registration Statement.

     

    9.1.7   “Registration
      Statement”
shall
      mean the registration statement, as amended from time to time, filed with the
      SEC in connection with a Registration. 

     

    9.1.8   “SEC”
shall
      mean the Securities and Exchange Commission.

     

    9.2 
      Demand
      Registration. Within 30 days of the request of the Holder at any time after
      six
      months following the Vesting Date, Auriga
      shall promptly prepare and file with the SEC a Registration Statement for the
      purpose of registering the sale of the Registrable Shares under the Securities
      Act, and shall use its commercially reasonable efforts to cause the Registration
      Statement to become effective within 90 days of the date of filing. Once
      effective, Auriga shall prepare and file with the SEC such amendments and
      supplements to the Registration Statement and the prospectus forming a part
      thereof as may be necessary to keep the Registration Statement effective until
      the earliest date on which (a) all the Included Shares have been disposed of
      pursuant to the Registration Statement, or (b) all of the Included Shares then
      held by Holder may be sold under the provisions of Rule 144 without limitation
      as to volume, whether pursuant to Rule 144(k) or otherwise. Notwithstanding
      the
      above, Auriga shall not be required to effect a registration pursuant to this
      Section 9.2 if Auriga furnishes to Holder a certificate signed by the Company’s
      Chief Executive Officer or Chairman of the Board stating that in the good faith
      judgment of the Board of Directors of the Company, in connection with a proposed
      acquisition, merger or similar transaction by the Company (an “Acquisition”),
      it
      would be seriously detrimental to Auriga and its stockholders for such
      registration statement to be effected at such time, in which event Auriga shall
      have the right to defer such filing for a period of up to 90 days in connection
      with such Acquisition.

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    9.3 
      Piggyback Registration. If Auriga shall determine to register any Common Stock
      under the Securities Act for sale in connection with a public offering of Common
      Stock (other than pursuant to an employee benefit plan or a merger, acquisition
      or similar transaction), Auriga will give written notice thereof to Holder
      and
      will include in such Registration Statement any of the Registrable Shares which
      Holder may request be included (“Included
      Shares”)
      by a
      writing delivered to Auriga within 15 days after the notice given by Auriga
      to
      Holder; provided, however, that if the offering is to be firmly underwritten,
      and the representative of the underwriters of the offering advises Auriga in
      writing not to include in the offering all of the shares of Common Stock
      requested by Auriga and others, the shares to be included shall be allocated
      first to Auriga and any shareholder who initiated such Registration and then
      among the others based on the respective number of shares of Common Stock held
      by such persons. If Auriga decides not to, and does not, file a Registration
      Statement with respect to such Registration, or after filing determines to
      withdraw the same before the effective date thereof, Auriga will promptly so
      inform Holder, and Auriga will not be obligated to complete the registration
      of
      the Included Shares included therein. 

     

    9.4 
      Certain
      Covenants. In connection with any Registration in which Holder includes
      Registrable Shares: 

     

    9.4.1   Auriga
      shall take all lawful action such that the Registration Statement, any amendment
      thereto and the prospectus forming a part thereof does not contain 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, in light of the
      circumstances under which they are made, not misleading. Upon becoming aware
      of
      the occurrence of any event or the discovery of any facts during the
      Registration Period that make any statement of a material fact made in the
      Registration Statement or the related prospectus untrue in any material respect
      or which material fact is omitted from the Registration Statement or related
      prospectus that requires the making of any changes in the Registration Statement
      or related prospectus so that it will not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they are made, not misleading
      (taking into account any prior amendments or supplements), Auriga shall promptly
      notify Holder, and, subject to the provisions of Section 9.5, as soon as
      reasonably practicable prepare (but, subject to Section 9.5, in no event more
      than five business days in the case of a supplement or seven business days
      in
      the case of a post-effective amendment) and file with the SEC a supplement
      or
      post-effective amendment to the Registration Statement or the related prospectus
      or file any other required document so that, as thereafter delivered to a
      purchaser of Shares from Holder, such prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein, in light of the circumstances under which they were
      made, not misleading.

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    9.4.2   At
      least two business days prior to the filing with the SEC of the Registration
      Statement (or any amendment thereto) or the prospectus forming a part thereof
      (or any supplement thereto), Auriga shall provide draft copies thereof to Holder
      (if such Holder might be deemed to be an underwriter or a controlling person
      of
      Auriga) and shall consider incorporating into such documents such comments
      as
      such Holder (and its counsel) may propose to be incorporated therein.
      Notwithstanding the foregoing, no prospectus supplement, the form of which
      has
      previously been provided to such Holder, need be delivered in draft form to
      such
      Holder.

     

    9.4.3   Auriga
      shall promptly notify Holder upon the occurrence of any of the following events
      in respect of the Registration Statement or the prospectus forming a part
      thereof: (a) the receipt of any request for additional information from the
      SEC or any other federal or state governmental authority, the response to which
      would require any amendments or supplements to the Registration Statement or
      related prospectus; (b) the issuance by the SEC or any other federal or state
      governmental authority of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings for that purpose;
      or
      (c) the receipt of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Shares for sale
      in
      any jurisdiction or the initiation or threatening of any proceeding for such
      purpose.

     

    9.4.4   Auriga
      shall furnish to Holder with respect to the Included Shares registered under
      the
      Registration Statement (and to each underwriter, if any, of such Shares) such
      number of copies of prospectuses and such other documents as Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of all or any of the Included Shares by Holder pursuant to the Registration
      Statement.

     

    9.4.5   In
      connection with any registration pursuant to Section 9.2, Auriga shall file
      or
      cause to be filed such documents as are required to be filed by Auriga for
      normal Blue Sky clearance in states specified in writing by Holder; provided,
      however,
      that
      Auriga shall not be required to qualify to do business or consent to service
      of
      process in any jurisdiction in which it is not now so qualified or has not
      so
      consented.

     

    9.4.6   Auriga
      shall bear and pay all expenses (other than underwriting discounts, brokerage
      fees and commissions and fees and expenses of more than one law firm) incurred
      by it in connection with the registration of the Registrable Shares pursuant
      to
      the Registration Statement. Auriga will also bear and pay the reasonable fees
      and disbursements of one counsel to Holder in connection with the registration
      of such Shares. 

     

    9.4.7   Auriga
      shall require each legal opinion and accountant’s “cold comfort” letter in
      connection with the Registration, if any, to be rendered to Holder as well
      as
      Auriga and/or its Board of Directors. 

     

    9.4.8   As
      a condition to including Registrable Shares in a Registration Statement, Holder
      must provide to Auriga such information regarding itself, the Registrable Shares
      held by it and the intended method of distribution of such Shares as shall
      be
      required to effect the registration of the Registrable Shares and, if the
      offering is being underwritten, Holder must provide such powers of attorney,
      indemnities and other documents as may be reasonably requested by the managing
      underwriter.

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    9.4.9   Following
      the effectiveness of the Registration Statement, upon receipt from Auriga of
      a
      notice that the Registration Statement contains an untrue statement of 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 under which they were made, Holder will immediately discontinue
      disposition of Included Shares pursuant to the Registration Statement until
      Auriga notifies Holder that it may resume sales of Included Shares and, if
      necessary, provides to Holder copies of the supplemental or amended prospectus.
      

     

    9.5 
      Blackout
      Event. Auriga shall not be obligated to file a post-effective amendment or
      supplement to the Registration Statement or the prospectus constituting a part
      thereof during the continuance of a Blackout Event; provided, however, that
      no
      Blackout Event may be deemed to exist for more than 60 days. Without the express
      written consent of Holder, if required to permit the continued sale of Shares
      by
      Holder, a post-effective amendment or supplement to the Registration Statement
      or the prospectus constituting a part thereof must be filed no later than the
      61st
      day
      following commencement of a Blackout Event.

     

    9.6 
      Rule
      144. With a view to making available to Holder the benefits of Rule 144, if
      Auriga becomes a Public Company, Auriga agrees, until such time as Holder can
      sell all remaining Registrable Shares within any three month period under the
      provisions Rule 144, to:

     

    9.6.1.1   comply
      with the provisions of paragraph (c)(1) of Rule 144; and

     

    9.6.1.2   file
      with the SEC in a timely manner all reports and other documents required to
      be
      filed by Auriga pursuant to Section 13 or 15(d) under the Exchange Act; and,
      if
      at any time it is not required to file such reports but in the past had been
      required to or did file such reports, it will, upon the request of a Purchaser,
      make available other information as required by, and so long as necessary to
      permit sales of its Shares pursuant to, Rule 144.

     

    9.7 
      Auriga
      Indemnification. Auriga agrees to indemnify and hold harmless Holder, and its
      officers, directors and agents (including
      broker or underwriter selling Included Shares for Holder),
      and each
      person, if any, who controls Holder within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act from and against any and all
      losses, claims, damages and liabilities caused by (a) any violation or alleged
      violation by Auriga of the Securities Act, Exchange Act, any state securities
      laws or any rule or regulation promulgated under the Securities Act, Exchange
      Act or any state securities laws, (b) any untrue statement or alleged untrue
      statement of a material fact contained in any registration statement or
      prospectus relating to the Included Shares (as amended or supplemented if Auriga
      shall have furnished any amendments or supplements thereto) or any preliminary
      prospectus, or (c) caused by any omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances under which they were
      made,
      except insofar as such losses, claims, damages or liabilities are caused by
      any
      such untrue statement or omission or alleged untrue statement or omission based
      upon information furnished in writing to Auriga by Holder or on Holder’s behalf
      expressly for use therein.

     

    9.8 
      Holder
      Indemnification. Holder agrees to indemnify and hold harmless Auriga, its
      officers, directors and agents and each person, if any, who controls Auriga
      within the meaning of either Section 15 of the Securities Act or Section 20
      of
      the Exchange Act to the same extent as the foregoing indemnity from Auriga
      to
      Holder, but only with respect to information furnished in writing by Holder
      or
      on Holder’s behalf expressly for use in any registration statement or prospectus
      relating to the Registrable Shares, or any amendment or supplement thereto,
      or
      any preliminary prospectus. 

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    9.9 
      Indemnification Procedures. In case any proceeding (including any governmental
      investigation) shall be instituted involving any person in respect of which
      indemnity may be sought pursuant to this Section 9, such person (an
“Indemnified
      Party”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“Indemnifying
      Party”)
      in
      writing and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to such Indemnified Party,
      and
      shall assume the payment of all fees and expenses; provided that the failure
      of
      any Indemnified Party to so notify the Indemnifying Party shall not relieve
      the
      Indemnifying Party of its obligations hereunder except to the extent (and only
      to the extent that) that the Indemnifying Party is materially prejudiced by
      such
      failure to notify. In any such proceeding, any Indemnified Party shall have
      the
      right to retain its own counsel, but the fees and expenses of such counsel
      shall
      be at the expense of such Indemnified Party unless (a) the Indemnifying Party
      and the Indemnified Party shall have mutually agreed to the retention of such
      counsel or (b) in the reasonable judgment of such Indemnified Party
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them. It is understood that
      the
      Indemnifying Party shall not, in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys (in addition to any local
      counsel) at any time for all such Indemnified Parties (including in the case
      of
      Holder, all of its officers, directors and controlling persons) and that all
      such fees and expenses shall be reimbursed as they are incurred. In the case
      of
      any such separate firm for the Indemnified Parties, the Indemnified Parties
      shall designate such firm in writing to the Indemnifying Party. The Indemnifying
      Party shall not be liable for any settlement of any proceeding effected without
      its written consent, but if settled with such consent, or if there be a final
      judgment for the plaintiff, the Indemnifying Party shall indemnify and hold
      harmless such Indemnified Parties from and against any loss or liability (to
      the
      extent stated above) by reason of such settlement or judgment. No Indemnifying
      Party shall, without the prior written consent of the Indemnified Party, effect
      any settlement of any pending or threatened proceeding in respect of which
      any
      Indemnified Party is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Party from all liability arising
      out
      of such proceeding.

     

    9.10 Contribution.
      To the extent any indemnification by an Indemnifying Party is prohibited or
      limited by law, the Indemnifying Party agrees to make the maximum contribution
      with respect to any amounts for which, he, she or it would otherwise be liable
      under this Section 9 to the fullest extent permitted by law; provided, however,
      that (a) no contribution shall be made under circumstances where a party would
      not have been liable for indemnification under this Section 9 and (b) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning used in the Securities Act) shall be entitled to contribution from
      any
      party who was not guilty of such fraudulent misrepresentation.

     

    9.11 Participation
      in Underwritten Registrations. Holder may not participate in any firmly
      underwritten Registration unless Holder (a) agrees to sell his, her or its
      Registrable Shares on the basis provided in any underwriting arrangements
      approved by Holder and (b) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents required
      under the terms of those underwriting arrangements; provided that no Holder
      included in any underwritten registration will be required to make any
      representations or warranties to Auriga or the underwriters other than
      representations and warranties regarding that Holder and his or its intended
      method of distribution.

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    9.12 Investor
      Acts. In order to include Registrable Shares in any Registration Statement,
      Holder must timely provide to Auriga, at its request, such information and
      materials as it may reasonably request in order to effect the Registration
      of
      the Registrable Shares.

     

    9.13 Termination
      of Registration Rights. Holder shall not be entitled to exercise any right
      provided for in this Section 9 after the earlier of (a) seven years following
      the issuance of these Warrants, or (b) such time as Holder’s Registrable
      Shares may be sold in any three-month period without registration in compliance
      with Rule 144 under the Securities Act.

     

    9.14 Delay
      of
      Registration. Holder shall not have any right to obtain or seek an injunction
      restraining or otherwise delaying any registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 9.

     

    10.   Lock-up
      Provision.
      In
      connection with a firmly underwritten initial public offering by Auriga, upon
      request of the managing underwriter, Holder agrees to execute a customary
“lock-up” agreement restricting Holder’s transfers of securities of Auriga if
      all directors, executive officers and 10% shareholders execute such a lock-up
      agreement on terms no more favorable than those applicable to Holder, and Auriga
      and the managing underwriter agree not to waive compliance with the lock-up
      provisions by any director, executive officer or 10% shareholder without waiving
      compliance with such provisions by Holder. 

     

    11.   No
      Short Sales.
      Other
      than the sale of shares issuable upon exercise of these Warrants, Trilogy shall
      not, and shall cause its officers, directors, agents, affiliates, and any person
      who is an immediate family member of or who controls or is controlled by any
      of
      the foregoing (collectively, the “Trilogy
      Related Parties”)
      to not
      offer or contract to sell, sell short, grant an option to buy, or otherwise
      dispose of common stock or other capital stock or any other securities
      convertible, exchangeable or exercisable for common stock or derivative of
      common stock of Auriga while the Trilogy Related Parties hold any of these
      Warrants. Trilogy shall be responsible for any breach of the foregoing covenant
      by any Trilogy Related Party.

     

    12.   Nontransferability.
      Trilogy
      may not sell or transfer any Warrants to any person other than a director,
      officer, employee, manager or affiliate of Trilogy (or a person controlled
      by
      one or more directors, officers, employees, managers or affiliates of Trilogy)
      or
      to a
      person or entity that assists Trilogy in providing services to Auriga pursuant
      to the Letter of Engagement dated April 12, 2006 as the same may be amended
      from
      time to time, without
      the consent
      of Auriga.

     

    13.   Severability.
      If
      any
      term, provision, covenant or restriction of these Warrants is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of these Warrants shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    14.   Notices.
      All
      notices, requests, consents and other communications required hereunder shall
      be
      in writing and shall be effective when delivered or, if delivered by registered
      or certified mail, postage prepaid, return receipt requested, shall be effective
      on the third day following deposit in United States mail: to the Holder, at
      Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los
      Angeles, CA 90049; and if addressed to Auriga, at Auriga Laboratories, Inc.,
      5555 Triangle Parkway, Suite 300, Norcross, GA 30092, or such other address
      as
      Holder or Auriga may designate in writing.

     

    15.   No
      Rights as Shareholder. The
      Holder shall have no rights as a shareholder of Auriga with respect to the
      shares issuable upon exercise of the Warrants until the receipt by Auriga of
      all
      of the Exercise Documents. 

     

    AURIGA
      LABORATORIES, INC.

    


    


    


    By:  /s/
      Philip S. Pesin                

    Philip
      S.
      Pesin

    Chief
      Executive Officer

     


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    



    EXHIBIT
      “A”

    NOTICE
      OF EXERCISE

    (To
      be signed only upon exercise of the Warrants)

     

    


     

    To:   Auriga
      Laboratories, Inc.

     

    The
      undersigned hereby elects to purchase shares of Common Stock (the “Warrant
      Shares”)
      of
      Auriga
      Laboratories, Inc.
      (“Auriga”),
      pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
      The
      undersigned tenders herewith payment of the exercise price pursuant to the
      terms
      of the Certificate. 

     

    The
      undersigned hereby represents and warrants to, and agrees with, Auriga as
      follows: 

     

    1.           Holder
      is
      acquiring the Warrant Shares for its own account, for investment purposes
      only.

     

    2.           Holder
      understands that an investment in the Warrant Shares involves a high degree
      of
      risk, and Holder has the financial ability to bear the economic risk of this
      investment in the Warrant Shares, including a complete loss of such investment.
      Holder has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

     

    3.           Holder
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrant
      Shares and in protecting its own interest in connection with this
      transaction.

     

    4.           Holder
      understands that the Warrant Shares have not been registered under the
      Securities Act or under any state securities laws. Holder is familiar with
      the
      provisions of the Securities Act and Rule 144 thereunder and understands that
      the restrictions on transfer on the Warrant Shares may result in Holder being
      required to hold the Warrant Shares for an indefinite period of
      time.

     

    5.           Holder
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of
      the Warrant Shares except pursuant to an effective registration statement under
      the Securities Act or an exemption from registration. As a further condition
      to
      any such Transfer, except in the event that such Transfer is made pursuant
      to an
      effective registration statement under the Securities Act, if in the reasonable
      opinion of counsel to Auriga any Transfer of the Warrant Shares by the
      contemplated transferee thereof would not be exempt from the registration and
      prospectus delivery requirements of the Securities Act, Auriga may require
      the
      contemplated transferee to furnish Auriga with an investment letter setting
      forth such information and agreements as may be reasonably requested by Auriga
      to ensure compliance by such transferee with the Securities Act.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Each
      certificate evidencing the Warrant Shares will bear the following
      legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
      AN
      EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

    6.           Immediately
      following this exercise of Warrants, if as of the date of exercise Auriga has
      a
      class of securities registered under Section 12 of the Securities Exchange
      Act
      of 1934, as amended, the undersigned will not beneficially own five percent
      (5%)
      or more of the then outstanding Common Stock of Auriga (based on the number
      of
      shares outstanding set forth in the most recent periodic report filed by Auriga
      with the Securities and Exchange Commission and any additional shares which
      have
      been issued since that date of which Holder is aware have been
      issued).

     

     

     

    Number
      of
      Warrants Exercised: ______________

     

    Net
      Exercise ____ Yes ___ No 

     

    Dated:
      ____________________   

     

     

    _________________________________

     

     

     

    
      
         

      

      
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