FIRST
      AMENDED AND RESTATED

    CONVERSION
      AGREEMENT

    Between
      Holders of Series A Preferred Stock of

    RxElite
      Holdings Inc., on the One Hand,

    And

    RxElite
      Holdings Inc., on the Other Hand

    


    This
      First Amended and Restated Conversion Agreement (“Agreement”) is dated as of
      April 26, 2007 and amends and restates that certain Conversion Agreement dated
      as of October 17, 2006 (the “Original Agreement”) between RxElite Holdings Inc.
      (the “Company”) and each of the persons who were holders (“Holders”) of Series A
      Preferred Stock of the Company, par value $0.01 per share (“Preferred Stock”) as
      at October 17, 2006;

    


    WHEREAS,
      pursuant to the Second Amended and Restated Certificate of Incorporation of
      the
      Company (the “Certificate”), holders of Series A Preferred Stock are entitled to
      certain rights and preferences that are superior to the rights and preferences
      afforded to the holders of Common Stock of the Company (“Common
      Stock”);

    


    WHEREAS,
      the Company anticipates entering into a number of transactions and has requested
      the Holders to convert each of their shares of Preferred Stock into one share
      of
      Common Stock (the “Conversion”);

    


    WHEREAS,
      in order to induce the Holders to consent to the Conversion, the Company hereby
      agrees to grant the Holders the rights set forth in this Agreement;

    


    WHEREAS,
      the Company and the Holders desire to amend and restate the Original Agreement
      and desire to enter into this Agreement.

    


    NOW,
      THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    1. Term.
      This
      Agreement shall become effective as of the date of the Original Agreement and
      shall terminate upon the earlier of a consummation of a Qualified Merger or
      the
      initial public offering of the Company’s securities (other than Sections 5 and 6
      hereof which shall survive indefinitely), it being acknowledged that obligations
      incurred prior to such termination shall survive until such obligations are
      satisfied. 

    


    2. Conversion.
      Pursuant to Section 4(d)(i)(z) of the Certificate, as of the date of the
      Original Agreement, each Holder elects to convert all of its shares of Preferred
      Stock into shares of Common Stock, such that each share of Preferred Stock
      will
      be converted into one share of Common Stock. The Holders waive any rights of
      notice that may be required by the Certificate to implement the foregoing
      Conversion. The Conversion shall apply to all shares of Preferred Stock issued
      and subscribed for as of the date of the Original Agreement and such subscribed
      shares shall immediately upon issuance be so converted and the Holder shall
      for
      all purposes on or after the date of the Original Agreement be deemed a holder
      of Common Stock.

     

    
      
        
        

      

      
        
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    3. The
      Liquidation Preference.
      The
      Company agrees with each Holder as follows:

    


    (a) The
      Company agrees that it shall provide the Holders with no less than 30 calendar
      days’ notice prior to effecting a liquidation or a deemed liquidation, which
      notice shall include a description of the transaction and, if applicable, the
      per share consideration to be paid with respect to each share of Common Stock
      in
      such liquidation or deemed liquidation (“Liquidation Notice”).

    


    (b) At
      any
      time within the 20 calendar day period following the date of the Liquidation
      Notice, each Holder shall be entitled to deliver a notice (“Special Notice”) to
      the Company irrevocably electing to cause the Company to purchase from such
      Holder such number of its shares of Common Stock (up to the aggregate number
      of
      shares received upon Conversion) as shall be identified in the Special Notice
      (the “Subject Shares”). The per share purchase price of each Subject Share shall
      be the Purchase Price. 

    


    (c) Within
      30
      calendar days after the date of the Liquidation Notice, the Company shall
      consummate the purchase of and pay for in cash the Subject Shares, it being
      acknowledged that the Company shall not consummate the liquidation or deemed
      liquidation until such time as it shall have purchased and paid for all of
      the
      Subject Shares (all of which may, however, occur in a simultaneous
      transaction).

    


    4. Certain
      Agreements.
      The
      Company further agrees with each Holder that for so long as this Agreement
      shall
      be in effect it shall not: 

    


    (a) declare
      or pay any dividends or redeem or repurchase any of its capital stock (other
      than from employees or as contemplated by this Agreement);

    


    (b) enter
      into any agreement with any other equityholder similar to this Agreement;


    


    (c) issue
      any
      securities with any preferences or rights pari passu or superior to the ones
      set
      forth in this Agreement;

    


    (d) amend
      any
      provision of the Company’s Certificate of Incorporation (other than the filing
      of the Third Amended and Restated Certificate of Incorporation on November
      9,
      2006, which is approved); or

    


    (e) issue
      any
      equity securities or securities convertible into equity securities for a
      consideration less than $0.474 per share (as adjusted for stock splits, stock
      combinations and the like).

    


    5. Consent
      Fees.
      

    


    (a) The
      Company agrees that upon consummation of a Qualified Merger, the Company shall
      pay the Holders the amount of $600,000 in cash, which amount shall be allocated
      among the Holders based on the aggregate number of shares of Preferred Stock
      converted by each Holder into Common Stock (a “Holder’s Pro-Rata
      Percentage”).

     

    
      
        
        

      

      
        
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    (b) If
      the
      Company shall consummate the Qualified Merger, the Company (on behalf of itself
      and the Surviving Company) further agrees that on December 31, 2008, the Company
      shall offer by written notice to each Holder (the “Redemption Notice”) to
      purchase from each Holder such Holder’s Shares at $4 each (as adjusted for stock
      splits, stock combinations and the like). A Holder electing to have the Company
      purchase some or all of its Holder’s Shares shall notify the Company of its
      irrevocable election within 10 calendar days after the date of the Redemption
      Notice and the Company shall consummate the purchase of the tendered Holder’s
      Shares in cash within 50 calendar days after the date of the Redemption
      Notice.

    


    “Holder’s
      Shares” shall mean a Holder’s portion of 350,000 Surviving Company Shares (as
      adjusted for stock splits, stock combinations and the like), which 350,000
      shares shall be allocated among the Holders based on the number of shares of
      Preferred Stock owned by them on December 31, 2004.

    


    6. Certain
      Consent Warrants.
      The
      Company is presently in negotiations relating to a Qualified Merger as a result
      of which a surviving company shall be created (the “Surviving Company”),
      pursuant to which the Company may be entitled to receive, inter alia, warrants
      to purchase shares of common stock of the Surviving Company (“Surviving Company
      Shares”) at $0.60 per share (as adjusted for stock splits, stock combinations
      and the like). The Company agrees that if such Qualified Merger is consummated,
      that the Company shall allocate 1,000,000 (as adjusted for stock splits, stock
      combinations and the like) of such warrants to the Holders, which warrants
      shall
      be allocated among the Holders based on the Holder’s Pro-Rata
      Percentage.

    


    7. Certain
      Defined Terms.
      The
      following defined terms shall have the meanings set forth below:

     

    (a) A
“deemed
      liquidation” shall mean a merger or consolidation (unless the Company is the
      surviving entity), or sale or lease of all or substantially all of the assets
      or
      stock of the Company, provided, however, that a Qualified Merger or the initial
      public offering of the Company’s securities shall not constitute a liquidation
      or deemed liquidation.

     

    (b) “Purchase
      Price” shall mean the sum of 

    


    
      	 	
              (i)

            	
              an
                amount equal to $0.948 (as adjusted for stock splits, stock combinations
                and the like); and

            


    

    


    
      	 	
              (ii)

            	
              an
                amount determined by multiplying the aggregate amount that would
                be
                available for distribution to equityholders of the Company if the
                Company
                were liquidated as a result of the liquidation or deemed liquidation
                and
                all assets of the Company were distributed to equityholders (after
                deducting from such amount the amount set forth in item (i) of this
                definition with respect to all Subject Shares) by a fraction, the
                numerator of which is one and the denominator of which is the aggregate
                number of shares of Common Stock issued and outstanding (on a fully
                diluted basis) at the time of determination (with all non-cash amounts
                being valued by the Board of Directors and approved by a
                majority-in-interest of the
                Holders).

            


    

     

    
      
        
        

      

      
        
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    (c) A
      “Qualified Merger” shall mean the merger or consolidation (whether forward to
      reverse) of the Company with a company publicly traded on any securities
      exchange.

    


    8. Miscellaneous.
      This
      Agreement shall be governed by and construed in accordance with Idaho law.
      No
      provision of this Agreement may be amended or waived without the written consent
      of the Company and the Holders holding a majority of the aggregate Holder’s
      Pro-Rata Percentages. This Agreement may be signed in two or more counterparts.
      Upon consummation of the Qualified Merger, the obligations of the Company set
      forth herein shall automatically become the obligations of the Surviving
      Company.

    


    9. Stock
      Split.
      The
      parties take cognizance that on November 9, 2006, the Company filed its Third
      Amended and Restated Certificate of Incorporation pursuant to which each share
      of Common Stock was split into 4.2194 shares of Common Stock. All references
      in
      this Agreement to share numbers and to dollar values relating to a share are
      after giving effect to the foregoing stock split but not to any stock split,
      stock combination and the like after November 9, 2006.

    


    IN
      WITNESS WHEREOF, the Parties hereto have set their hand as of the date first
      above written.

     

    
      	 	 	 
	 	RXELITE
              HOLDINGS
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Daniel Chen 
	 	
              

              Name: Daniel
                Chen

            
	 	Title: Chairman
              of the Board


    

    


    
      
        
        

      

      
        
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              Best
                Sky Investments Limited

            
	 
 	 
 	 
 
	 /s/ Daniel
              Chen	By:  	 /s/
              W. Kwok Sing
	
              

              Daniel
                Chen

            	
              

              Name: W. Kwok Sing
	 	
              Title:
                Director

            


    

    

      
        	Rich Basin Investments
                Limited	 	David
                Zarling and Kelly Zarling, joint tenants
	 	 	 	 	 
	By:	 /s/
                Kin Cheung Sit	 	By:	 /s/ David
                Zarling
	 	
                
Name:
                Kin Cheung Sit	 	 	
                
David
                Zarling
	 	
                Title: 
                  Manager

              	 	 	 
	 	 	 	 	 /s/ Kelly
                Zarling
	 	 	 	By:	
                

                Kelly
                  Zarling

              


      

    

     

    
      
        
        

      

      
        
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      	The Norman Company,
              a
              Washington Corporation	 	Brett
              Hildreth and Zoe Hildreth, joint tenants
	 	 	 	 	 
	By:	/s/
              James M. Norman	 	By:	/s/
              Brett Hildreth
	 	
              
Name:
              James M. Norman	 	 	
              
Brett
              Hildreth
	 	
              
                Title:
                  President

              

            	 	 	
            
	 	 	 	 	/s/
              Zoe Hildreth 
	 	 	 	By:	
              

              
                Zoe
                  Hildreth

              

            


    

     

    
      	/s/ Mark Sweeney	 	 	/s/
              Lawrence G. Hill
	
              

              Mark
                Sweeney

            	 	 	
              

              Lawrence
                G. Hill

            


    

     

    
      	/s/ Cathy Hill 	 	 	/s/
              Igor Levin 
	
              

              
                Cathy
                  Hill

              

            	 	 	
              

              
                Igor
                  Levin

              

            


    

     

    
      
        
        

      

      
        
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