RxELITE,
        INC. 2007 INCENTIVE STOCK PLAN

      


      STOCK
        OPTION AWARD AGREEMENT

      


      Unless
        otherwise defined herein, the terms defined in the Plan shall have the same
        defined meanings in this Award Agreement.

      


      
        	I.	
                NOTICE
                  OF STOCK OPTION GRANT

              


      

      


      Name:  __________

      


      You
        have
        been granted an option to purchase Common stock of the Company, subject to
        the
        terms and conditions of the Plan and this Award Agreement, as
        follows:

      


      
        	
                Date
                  of Grant

              	 	 	 	 
	
                Vesting
                  Commencement Date

              	 	 	 	 
	
                Exercise
                  Price per Share

              	 	 	 	 
	
                Total
                  Number of Shares Granted

              	 	 	 	 
	
                Total
                  Exercise Price

              	 	 	 	 
	
                Type
                  of Option

              	 	 	 	
                Incentive
                  Stock Option

              
	 	 	 	 	
                Non-Qualified
                  Stock Option

              
	
                Term/Expiration
                  Date

              	 	 	 	 


      

      


      Vesting
        Schedule:

      


      This
        Option may be exercised, in whole or in part, in accordance with the following
        schedule:

       

      Termination
        period:

      


      This
        Option will be exercisable for thirty (30) days after Optionee ceases to
        be a
        Service Provider to the extent it has vested as of such date; provided, however,
        that if Optionee ceases to be a Service Provider as the result of his or
        her
        death or Disability, this Option may be exercised for one (1) year after
        Optionee ceases to be a Service Provider to the extent it has vested as of
        such
        date. In no event may Optionee exercise this Option after the Term/Expiration
        Date as provided above.



      
        
          
          

        

        
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        	II.	
                AGREEMENT

              


      

      


      	1.  	
              Grant
                of Option.
                The Plan Administrator of the Company hereby grants to the Optionee
                named
                in the Notice of Grant as Part I of this agreement (the “Optionee”)
                an option (the “Option”)
                to purchase the number of Shares, as set forth in this Notice of
                Grant, at
                the exercise price per share set forth in the Notice of Grant (the
                “Exercise
                Price”),
                subject to the terms and conditions of the Plan, which in incorporated
                herein by reference. Subject to Section 17(c) of the Plan, in the
                event of
                a conflict between the terms and conditions of the Plan and the terms
                and
                conditions of this Award Agreement, the terms and conditions of the
                Plan
                shall prevail.

            


      


      If
        designated in the Notice of Grant as an Incentive Stock Option (“ISO”),
        this
        Option is intended to qualify as an Incentive Stock Option under Section
        422 of
        the Code. However, if this Option is intended to be an Incentive Stock Option,
        to the extent that it exceed the $100,000 rule of Code Section 422(d), it
        shall
        be treated as a Non-Qualified Stock Option (“NQSO”).

      


      	2.  	
              Exercise
                of Option.

            


      


      	(a)  	
              Right
                to Exercise.
                This Option is exercisable during its term in accordance with the
                Vesting
                Schedule set out in the Notice of Grant and the applicable provisions
                of
                the Plan and this Award Agreement.

            


      


      	(b)  	
              Method
                of Exercise.
                This Option is exercisable by delivery of an exercise notice, in
                the form
                attached as Exhibit
                A
                (the “Exercise
                Notice”),
                which shall state the election to exercise the Option, the number
                of
                Shares in respect of which the Option is being exercise (the “Exercised
                Shares”),
                and such other representations and agreements as may be required
                by the
                Company pursuant to the provisions of the Plan. The Exercise Notice
                shall
                be completed by the Optionee and delivered to the Secretary of the
                Company. The Exercise Notice shall be accompanied by payment of the
                aggregate Exercise Price as to all Exercised Shares, together with
                any
                applicable withholding taxes. This Option shall be deemed to be exercised
                upon receipt by the Company of such fully executed Exercise Notice
                accompanied by such aggregate Exercise Price, together with any applicable
                withholding taxes.

            


      


      No
        Shares
        shall be issued pursuant to the exercise of this Option unless such issuance
        and
        exercise complies with Applicable Laws. Assuming such compliance, for income
        tax
        purposes the Exercised Shares shall be considered transferred to the Optionee
        on
        the date the option is exercised with respect to such Exercised
        Shares.

      


      	3.  	
              Method
                of Payment.
                Payment of the aggregate Exercise Price shall be by any of the following,
                or a combination thereof, at the election of the
                Optionee:

            


       

      
        
          
          

        

        
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      	(a)  	
              Cash;
                or

            


      


      	(b)  	
              Check;
                or

            


      


      	(c)  	
              Consideration
                received by the Company under a cashless exercise program implemented
                by
                the Company in connection with the Plan;
                or

            


      


      	(d)  	
              With
                the Administrator’s consent, surrender of other, provided Shares acquired
                from the Company (i) have been vested and owned by the Optionee for
                more
                than six (6) months on the date of surrender, AND (ii) have a Fair
                Market
                Value on the date of surrender equal to the aggregate Exercise Price
                of
                the Exercised Shares.

            


      


      	4.  	
              Non-Transferability
                of Option.
                This Option may not be transferred in any manner otherwise than by
                will or
                by the laws of descent or distribution and may be exercised during
                the
                lifetime of Optionee only by the Optionee. The terms of the Plan
                and this
                Award Agreement shall be binding upon the executors, administrators,
                heirs, successors, and assigns of the
                Optionee.

            


      


      	5.  	
              Term
                of Option.
                This Option may be exercised only within the term set out in the
                Notice of
                Grant, and may be exercised during such term only in accordance with
                the
                Plan and the terms of this Award
                Agreement.

            


      


      	6.  	
              Tax
                Obligations.

            


      


      	(a)  	
              Withholding
                Taxes.
                Optionee agrees to make appropriate arrangements with the Company
                (or the
                Parent or Subsidiary employing or retaining Optionee) for the satisfaction
                of all Federal, state, local, and foreign income and employment tax
                withholding requirements applicable to the Option exercise. Optionee
                acknowledges and agrees that the Company may refuse to honor the
                exercise
                and refuse to deliver Shares if such withholding amounts are not
                delivered
                at the time of exercise.

            


       

      
        
          
          

        

        
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      	(b)  	
              Notice
                of Disqualifying Disposition of ISO Shares.
                If the Option granted to Optionee herein is an ISO, and if Optionee
                sells
                or otherwise disposes of any of the Shares acquired pursuant to the
                ISO on
                or before the later of (1) the date two years after the Date of Grant,
                or
                (2) the date one year after the date of exercise, the Optionee will
                immediately notify the Company in writing of such disposition. Optionee
                agrees that Optionee may be subject to income tax withholding by
                the
                Company on the compensation income recognized by the
                Optionee.

            


      


      	7.  	
              Entire
                Agreement; Governing Law.
                The Plan is incorporated herein by reference. The Plan and this Award
                Agreement constitute the entire agreement of the parties with respect
                to
                the subject matter hereof and supersede in their entirety all prior
                undertakings and agreements of the Company and Optionee with respect
                to
                the subject matter hereof, and may not be modified adversely to the
                Optionee’s interest except by means of a writing signed by the Company and
                Optionee. This agreement is governed by the internal substantive
                laws, but
                not the choice of law rules, of Idaho.

            


      


      	8.  	
              No
                Guarantee of Continued Service.
                OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
                TO
                THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
                PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
                HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE
                FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
                CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
                DO NOT
                CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
                AS A
                SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
                AND
                SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO
                TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH
                OR WITHOUT CAUSE.

            



      
        
          
          

        

        
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      By
        Optionee’s signature and the signature of the Company’s representative below,
        Optionee and the Company agree that this Option is granted under and governed
        by
        the terms and conditions of the Plan and this Award Agreement. Optionee has
        reviewed the Plan and this Award Agreement in their entirety, has had an
        opportunity to obtain the advice of counsel prior to executing this Award
        Agreement and wholly understands all provisions of the Plan and Award Agreement.
        Optionee hereby agrees to accept as binding, conclusive and final all decisions
        or interpretations of the Administrator upon any questions relating to the
        Plan
        and Award Agreement. Optionee further agrees to notify the Company upon any
        change in the residence address indicated below.

       

            

       

      
        	OPTIONEE:	 	RxELITE,
                INC.
	 	 	 
	  
	 	  

	
                Signature

                 

                
                

              	 	
                By

                
                

                 

              
	
                Print
                  Name

                 

              	 	
                Title:
                  

                 

              
	  
	 	  

	 
	 	
                By

                 

                
                

              
	
                Residence
                  Address

                 

              	 	
                Title:
                  

                 

              


      

      


      
        
          
          

        

        
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