WARRANT
      NUMBER ____

    


    THE
      SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ISSUED UPON
      EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AND
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
      WITH,
      THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
      COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED UNDER THE SECURITIES ACT OF 1933.

     

    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
      LATER
      OF (I) [insert issuance date of warrants], AND (II) THE DATE THE ISSUER BECAME
      A
      REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. [FOR CANADIAN WARRANT
      HOLDERS]

     

    WARRANT
      AGREEMENT

    


    WARRANT
      AGREEMENT (this “Warrant”), dated as of _______ __, 2007, by and between RxElite
      Holdings Inc. (the “Company”), and ______________________ (the “Warrant
      Holder”).

     

    WITNESSETH

    


    WHEREAS,
      the parties have entered into that certain Stock Purchase Agreement, dated
      as of
      _____________, 2007, by and between the Company and the Warrant Holder (the
      “Purchase Agreement”);

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Company has agreed to issue this Warrant
      to purchase __________ shares of the Company’s common stock (the “Common Stock”)
      to the Warrant Holder, subject to the terms set forth herein; 

     

    WHEREAS,
      this Warrant is one of a series of Warrants (the “Warrants”) issued pursuant to
      the Purchase Agreement; and

     

    WHEREAS,
      the Company and the Warrant Holder have entered into that certain Amended and
      Restated Registration Rights Agreement, dated as of ___________, (the
“Registration Rights Agreement”) providing for the registration of the Shares
      (as defined below) under the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      promises contained herein, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

     

    1.  Warrant;
      Call.

     

    (a)  The
      Company hereby grants to the Warrant Holder, subject to the terms set forth
      herein, the right to purchase at any time during the term commencing on the
      date
      that the Company has amended its certificate of incorporation to increase its
      authorized capital to permit the exercise of all of the Warrants (the
“Commencement Date”) and ending at 5:30 p.m., New York time, on the second (2nd)
      anniversary of the Commencement Date hereof (the “Expiration Date”) __________
      shares of Common Stock (the “Shares”), at an initial exercise price of US $0.85
      per share, subject to adjustment as provided in Section 3 hereof (as in effect
      from time to time, the “Exercise Price”).

     

    (b)  Notwithstanding
      anything herein to the contrary, if after the Commencement Date, the closing
      bid
      price of the Common Stock equals or exceeds US $2.20 per share for 20
      consecutive trading days, which period shall have commenced only after the
      Commencement Date (such period the “Threshold Period”), the Company may, within
      2 trading days after the end of any such Threshold Period, deliver a written
      notice to the Warrant Holder (a “Forced Exercise Notice”) to cause the Warrant
      Holder to exercise this Warrant in its entirety within five trading days (such
      fifth trading day, the “Forced Exercise Date”), after which date this Warrant
      shall immediately expire and be of no further force and effect, provided,
      however, that the Registration Statement (as defined in the Registration Rights
      Agreement) must have been continuously effective during the Threshold Period.
      The Company may not deliver a Forced Exercise Notice, and any Forced Exercise
      Notice delivered by the Company shall not be effective, unless the Registration
      Statement covering the resale of the Shares remains effective on each trading
      day occurring during the applicable Threshold Period through and including
      the
      Forced Exercise Date.

     

    2.  Exercise
      of Warrant.

     

    2.1  Exercise.
      This
      Warrant may be exercised by the Warrant Holder in accordance with Section 1(a)
      hereof, in whole or in part, by delivering the Notice of Exercise purchase
      form,
      attached as Exhibit
      A
      hereto
      (the “Notice of Exercise”), duly executed by the Warrant Holder to the Company
      at its principal office, or at such other office as the Company may designate,
      accompanied by payment, in cash or by wire transfer or check payable to the
      order of the Company, of the amount obtained by multiplying the number of Shares
      designated in the Notice of Exercise by the Exercise Price (the “Purchase
      Price”). 

     

    2.2  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant (in whole or in part) in
      accordance with Section
      2.1
      hereof,
      the Company, at its expense, shall cause to be issued in the name of and
      delivered to the Warrant Holder (i) a certificate or certificates for the number
      of fully paid and non-assessable Shares to which the Warrant Holder shall be
      entitled upon such exercise and (if applicable) (ii) a new warrant agreement
      of
      like tenor to purchase all of the Shares that may be purchased pursuant to
      the
      portion, if any, of this Warrant not exercised by the Warrant Holder. The
      Warrant Holder shall for all purposes be deemed to have become the holder of
      record of such Shares on the date on which the Notice of Exercise and payment
      of
      the Purchase Price in accordance with Section
      2.1,
      hereof
      were delivered and made, respectively, irrespective of the date of delivery
      of
      such certificate or certificates, except that if the date of such delivery,
      notice and payment is a date when the stock transfer books of the Company are
      closed, such person shall be deemed to have become the holder of record of
      such
      Shares at the close of business on the next succeeding date on which the stock
      transfer books are open.

     

    
      
        
        

      

      
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    3.  Adjustments.

     

    3.1  Stock
      Splits, Stock Dividends and Combinations.
      If the
      Company at any time subdivides the outstanding shares of the Common Stock or
      issues a stock dividend (in Common Stock) on the outstanding shares of the
      Common Stock, the Exercise Price in effect immediately prior to such subdivision
      or the issuance of such stock dividend shall be proportionately decreased,
      and
      the number of Shares subject hereto shall be proportionately increased, and
      if
      the Company at any time combines (by reverse stock split or otherwise) the
      outstanding shares of Common Stock, the Exercise Price in effect immediately
      prior to such combination shall be proportionately increased, and the number
      of
      Shares subject hereto shall be proportionately decreased, effective at the
      close
      of business on the date of such subdivision, stock dividend or combination,
      as
      the case may be.

     

    3.2  Merger
      or Consolidation.
      In the
      case of any consolidation of the Company with, or merger of the Company with
      or
      into another entity (other than a consolidation or merger which does not result
      in any reclassification or change of the outstanding capital stock of the
      Company), the entity formed by such consolidation or merger shall execute and
      deliver to the Warrant Holder a supplemental warrant agreement providing that
      the Warrant Holder shall have the right thereafter (until the expiration of
      such
      Warrant) to receive, upon exercise of such Warrant, the kind and amount of
      shares of capital stock and other securities and property receivable upon such
      consolidation or merger by a holder of the number of Shares for which such
      Warrant might have been exercised immediately prior to such consolidation or
      merger. Such supplemental warrant agreement shall provide for adjustments which
      shall be identical to the adjustments provided in Section
      3
      hereof.

     

    3.3  Adjustment
      Upon Issuance of Common Stock.
      If the
      Company, at any time prior to the earlier of (i) the Effective Date or (ii)
      the
      one-year anniversary of the Closing Date (as defined in the Purchase Agreement),
      shall sell or grant any option to purchase, or sell or grant any right to
      reprice its securities, or otherwise dispose of or issue (or announce any offer,
      sale, grant or any option to purchase or other disposition) any Common Stock
      or
      securities convertible into Common Stock (collectively, the “Additional Shares”)
      entitling any person to acquire shares of Common Stock, at an effective price
      per share less than the then effective Exercise Price (such lower price, the
      “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if
      the holder of the Additional Shares so issued shall at any time, whether by
      operation of purchase price adjustments, reset provisions, floating conversion,
      exercise or exchange prices or otherwise, or due to warrants, options or rights
      per share which are issued in connection with such issuance, be entitled to
      receive shares of Common Stock at an effective price per share which is less
      than the then effective Exercise Price, such issuance shall be deemed to have
      occurred for less than the Exercise Price on such date of the Dilutive
      Issuance), then the Exercise Price shall be reduced, concurrently with such
      Dilutive Issuance, to a price (calculated to the nearest cent) determined by
      multiplying such Exercise Price by a fraction, (A) the numerator of which shall
      be (1) the number of shares of Common Stock outstanding immediately prior to
      such Dilutive Issuance plus (2) the number of shares of Common Stock which
      the
      aggregate consideration received or to be received by the Company for the total
      number of Additional Shares so issued would purchase at such Exercise Price;
      and
      (B) the denominator of which shall be the number of shares of Common Stock
      outstanding immediately prior to such Dilutive Issuance plus the number of
      such
      Additional Shares so issued. Such adjustment shall be made whenever such
      Additional Shares are issued. Notwithstanding the foregoing, no adjustments
      shall be made under this Section 3.3 in respect of an Exempt Issuance. “Exempt
      Issuance” means the issuance of (a) shares of Common Stock or options to
      employees, officers or directors of the Company pursuant to any stock or option
      plan duly adopted for such purpose by a majority of the non-employee members
      of
      the Board of Directors of the Company or a majority of the members of a
      committee of non-employee directors established, (b) securities exercisable
      or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the Commencement Date, provided that such securities have not
      been amended since the Commencement Date to increase the number of such
      securities or to decrease the exercise, exchange or conversion price of such
      securities, (c) securities issued pursuant to acquisitions or strategic
      transactions, including but not limited to joint ventures and other strategic
      partnerships, approved by a majority of the disinterested directors of the
      Company and (d) securities issued to a bank or other financial institution
      in
      connection with a loan transaction provided that the issuance of the securities
      is not primarily for fundraising purposes and is approved by a majority of
      the
      disinterested directors of the Company.

     

    
      
        
        

      

      
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    3.4  Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price pursuant
      to this Section
      3,
      the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      of the Exercise Price in accordance with the terms hereof and furnish to each
      Holder of a Warrant a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (i) the Exercise Price in effect immediately
      prior to such adjustment or readjustment and (ii) the number of shares of Common
      Stock and the amount, if any, of other securities or property that at the time
      would be received upon the exercise of this Warrant. The Company shall, upon
      the
      written request at any time of any Holder of a Warrant, furnish or cause to
      be
      furnished to such Holder a like certificate setting forth (x) all adjustments
      and readjustments of the Exercise Price since the Original Issue Date and (y)
      the Exercise Price then in effect.

     

    4.  Transfers.

     

    4.1  General.
      Warrant
      Holder hereby acknowledges and agrees that the sale, transfer, assignment or
      pledge of this Warrant and the Shares shall be governed by the Purchase
      Agreement. 

     

    4.2  Warrant
      Register.
      The
      Company will maintain a register containing the names and addresses of the
      Warrant Holders of this Warrant. Until any transfer of this Warrant is reflected
      in the warrant register, the Company may treat the Warrant Holder as the
      absolute owner hereof for all purposes. Any Warrant Holder may change such
      Warrant Holder’s address as shown on the warrant register by written notice to
      the Company requesting such change.

     

    5.  No
      Fractional Shares.
      Any
      adjustment in the number of Shares purchasable hereunder shall be rounded to
      the
      nearest whole share.

     

    
      
        
        

      

      
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    6.  Covenants
      as to the Shares.
      The
      Company covenants and agrees that the Shares issuable upon exercise of this
      Warrant, will, upon issuance in accordance with the terms hereof, be duly and
      validly issued and outstanding, fully paid and nonassessable, with no personal
      liability attaching to the ownership thereof, and free from all taxes, liens
      and
      charges with respect to the issuance thereof imposed by or through the Company;
      provided,
      however,
      that
      the Company shall not be required to pay any tax that may be payable in respect
      of any transfer involved in the issuance and delivery of any certificates in
      respect of such shares in a name other than that of the Warrant Holder and
      the
      Company shall not be required to issue or deliver such certificates unless
      or
      until the person(s) requesting the issuance thereof shall have paid to the
      Company the amount of such tax or it shall be established to the satisfaction
      of
      the Company that such tax has been paid. The Company further covenants and
      agrees that the Company will at all times have authorized and reserved, free
      from preemptive rights imposed by or through the Company, a sufficient number
      of
      shares of Common Stock to provide for the exercise of the rights represented
      under this Warrant.

     

    7.  Legend.
      Any
      certificate evidencing the Shares issuable upon exercise hereof will bear the
      legend set forth in the Purchase Agreement. 

     

    8.  Rights
      Applicable to the Warrant Shares.
      The
      parties hereby acknowledge and agree that the Shares are “Registrable
      Securities” pursuant to the Registration Rights Agreement.

     

    9.  Dividends
      and Other Distributions.
      In the
      event that the Company shall, at any time prior to the exercise of all Warrants,
      declare a dividend (other than a dividend consisting solely of shares of Common
      Stock) or otherwise distribute to its stockholders any assets, properties,
      rights, evidence of indebtedness, securities (other than shares of Common
      Stock), whether issued by the Company or by another person, or any other thing
      of value, the Company shall give the Warrant Holder 10 calendar days’ prior
      written notice of such proposed dividend or distribution. 

     

    10.  Miscellaneous.

     

    10.1  Waivers
      and Amendments.
      This
      Warrant or any provisions hereof may be changed, waived, discharged or
      terminated only by a statement in writing signed by the Company and by Warrant
      Holders holding a majority of the then outstanding Warrants issued in a series
      of financings pursuant to a certain Stock Purchase Agreement dated as of January
      19, 2007 and certain Stock Purchase Agreements (including the Purchase Agreement
      as defined above) of even date herewith.

     

    10.2  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereto hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting
      in
      the City of New York for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein (including with respect to the enforcement of this Warrant), and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of any such
      court. Each party hereto hereby irrevocably waives personal service of process
      and consents to process being served in any such suit, action or proceeding
      by
      delivering a copy thereof via overnight delivery (with evidence of delivery)
      to
      such party at the address in effect for notices to it under this Warrant and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing contained herein shall be deemed to limit in any
      way
      any right to serve process in any manner permitted by law. Each party hereto
      hereby irrevocably waives, to the fullest extent permitted by applicable law,
      any and all right to trial by jury in any legal proceeding arising out of or
      relating to this Warrant or the transactions contemplated hereby. If either
      party shall commence an action or proceeding to enforce any provisions of this
      Warrant, then the prevailing party in such action or proceeding shall be
      reimbursed by the other party for its attorneys fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      action or proceeding.

     

    
      
        
        

      

      
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    10.3  Notices.
      All
      notices and other communications hereunder shall be made in accordance with
      the
      Purchase Agreement.

     

    10.4  Headings.
      The
      headings in this Warrant are for convenience of reference only, and shall not
      limit or otherwise affect the terms hereof.

     

    10.5  Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      Shares issued or issuable upon the exercise of this Warrant in a manner that
      interferes with the timely exercise of this Warrant.

     

    10.6  No
      Rights or Liabilities as a Stockholder.
      This
      Warrant shall not entitle the Warrant Holder hereof to any voting rights or
      other rights as a stockholder of the Company with respect to the Shares prior
      to
      the exercise of this Warrant. No provision of this Warrant, in the absence
      of
      affirmative action by the Warrant Holder to purchase the Shares, and no mere
      enumeration herein of the rights or privileges of the Warrant Holder, shall
      give
      rise to any liability of such Holder for the Exercise Price or as a stockholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

     

    10.7  Successors.
      All the
      covenants and provisions of this Warrant shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and permitted
      assigns and transferees.

     

    10.8  Severability.
      If any
      provision of this Warrant shall be held to be invalid and unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Warrant.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have caused this Warrant to be executed as
      of
      the date first written above.

     

    
      	 	
              RXELITE
                HOLDINGS INC.

            
	 	 	 
	
            	
              By:

            	 


    

    
      	
            	Name:	 


    

    
      	
            	Title:	 


    

     

    
      
        	 	 
	 	
                
                  (name
                    of Warrant Holder)

                

              
	 	 	 
	
              	
                By:

              	 


      

      
        	
              	Name:	 


      

      
        	
              	Title:	 


      

    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE

    


    (To
      be
      signed only on exercise of Warrant)

     

    Dated:________________________

    


    To: RxElite
      Holdings Inc.

    


    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      Agreement, hereby irrevocably elects to:

     

    purchase
      _____ shares of Common Stock covered by such Warrant Agreement and herewith
      makes a cash payment of US$_____________, representing the full purchase price
      for such shares at the price per share provided for in such Warrant
      Agreement.

    


    Please
      issue a certificate or certificates representing such shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below.

     

    
      	
              Signature:
                 

            	 
	 


    

    
      	
              
                Name
                  (print):  

              

            	 
	 


    

    
      	
              
                Title
                  (if applicable):  

              

            	 
	 


    

    
      	
              
                Company
                  (if applicable):