FIRST
      AMENDMENT TO

    STOCK
      PURCHASE AGREEMENT

     

    This
      First Amendment to Stock Purchase Agreement (this “Amendment”)
      is
      entered into as of July [ _ ], 2007 by and between Southridge Technology Group,
      Inc., a Delaware corporation (“Pubco”)
      that
      will acquire all of the issued and outstanding capital stock of RxElite Holdings
      Inc., a Delaware corporation (“RxElite”)
      and
      succeed to the business of RxElite as its sole line of business (on a combined,
      post-acquisition basis, Pubco, and its subsidiary, RxElite, are collectively
      referred to as “Seller”),
      and
      the Buyers (as defined below). This Amendment amends that Stock Purchase
      Agreement (the “Agreement”),
      dated
      as of January 19, 2007 by and among RxElite and the persons and entities listed
      on Exhibit
      A
      thereto
      (each a “Buyer”
and
      collectively, the “Buyers”).
      Capitalized terms not otherwise defined herein shall have the meanings given
      in
      the Agreement.

     

    RECITALS

     

    WHEREAS,
      pursuant
      to the Agreement, RxElite has previously issued to each Buyer the Securities
      listed next to such Buyer’s name on Exhibit
      A
      thereto;

     

    WHEREAS,
      certain
      purchasers acquired from RxElite common stock and warrants to purchase shares
      of
      the common stock in a subsequent private offering of its securities pursuant
      to
      certain Stock Purchase Agreements dated as of July [ _ ], 2007 (the
“New
      Purchase Agreements”);
      

     

    WHEREAS,
      the
      Buyers and RxElite wish to amend the Agreement to provide substantially the
      same
      terms to the Buyers as are contained in the New Purchase Agreements effective
      with and conditioned upon the acquisition referenced above such that Pubco
      shall
      assume all obligations and rights of RxElite hereunder; and

     

    WHEREAS,
      Section
      8.3 of the Agreement provides that it may be amended with the written consent
      of
      each party thereto.

     

    NOW,
      THEREFORE, in
      consideration of the foregoing and of the mutual promises and covenants set
      forth herein, the parties agree as follows:

     

    1. DELETION
      OF SECTION 1.3. 
      Section
      1.3 of the Agreement is hereby deleted in its entirety.

     

    2. NEW
      SECTION 4.16. 
      New
      Section 4.16 of the Agreement is hereby inserted and reads in its entirety
      as
      follows:

     

    Covenants
      of Purchasers Not to Short Stock.
      The
      Buyer, on behalf of itself and its affiliates, hereby covenants and agrees
      not
      to, directly or indirectly, offer to “short sell”, contract to “short sell” or
      otherwise “short sell” the securities of Seller, including, without limitation,
      shares of Common Stock that will be received as a result of the exercise of
      the
      Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. AMENDMENT
      OF SECTION 8.2. 
      Section
      8.2(i) of the Agreement is hereby amended to replace Levin & Partners, P.C.
      with Morrison & Foerster LLP as a party to whom a copy of all notices to the
      Seller shall be sent, at the following address:

     

    Morrison
      Foerster

    12531
      High Bluff Drive, Suite 100

    San
      Diego, California 92130

    Attention:
      Jay de Groot

    Facsimile:
      (858) 720-5125

     

    4. AMENDMENT
      OF SECTION 8.3. 
      Section
      8.3 of the Agreement is hereby deleted and replaced in its entirety by the
      following:

     

    Entire
      Agreement; Exercise of Rights.

     

    (a) This
      Agreement (including the Appendices and Exhibits hereto) embodies the entire
      agreement and understanding of the parties hereto with respect to the subject
      matter hereof. No amendment or waiver of any provision of this Agreement, or
      consent to the departure by any party from any such provision, shall be
      effective unless it is in writing and signed by Seller and the holders of a
      majority of the Securities sold hereunder. Any such waiver or consent shall
      be
      effective only in the specific instance and for the specific purpose for which
      given.

     

    (b) No
      failure on the part of a party to exercise, and no delay in exercising, any
      right under this Agreement, or any agreement contemplated hereby, shall operate
      as a waiver hereof by such party, nor shall any single or partial exercise
      of
      any right under this Agreement, or any agreement contemplated hereby, preclude
      any other or further exercise thereof or the exercise of any other
      right.

     

    5. AMENDMENT
      OF SECTION 8.4. 
      Section
      8.4 of the Agreement is hereby amended such that all references to the “State of
      Idaho” shall be replaced with the “State of New York” and all references to the
“City of Boise, Idaho” shall be replaced with the “County of New York, State of
      New York.”

     

    6. AMENDMENT
      OF SECTION 8.6. 
      Section
      8.6 of the Agreement is hereby deleted and replaced in its entirety by the
      following:

     

    Acknowledgment;
      Waiver of Conflicts.
      Each
      Buyer acknowledges that: (a) it has read this Agreement; (b) it has been
      represented in the preparation, negotiation and execution of this Agreement
      by
      legal counsel of its own choice or has voluntarily declined to seek such
      counsel; and (c) it understands the terms and consequences of this Agreement
      and
      is fully aware of the legal and binding effect of this Agreement. Each Buyer
      understands that RxElite has been represented in the preparation, negotiation
      and execution of this Agreement by Morrison & Foerster LLP, counsel to
      RxElite, and that Morrison & Foerster LLP has not represented any Buyer or
      any stockholder, director or employee of Seller or any Investor in the
      preparation, negotiation and execution of this Agreement. Each Buyer and Seller
      acknowledges that Morrison & Foerster LLP has in the past represented and is
      now or may in the future represent one or more Buyers or their affiliates in
      matters unrelated to the transactions contemplated by this Agreement, including
      the representation of such Buyers or their affiliates in matters of a nature
      similar to those contemplated by this Agreement. Each Buyer and Seller hereby
      acknowledges that it has had an opportunity to ask for and has obtained
      information relevant to such representation, including disclosure of the
      reasonably foreseeable adverse consequences of such representation, and hereby
      waives any conflict arising out of such representation with respect to the
      matters contemplated by this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. DELETION
      OF SECTION 8.7. 
      Section
      8.7 of the Agreement is hereby deleted in its entirety.

     

    8. NO
      OTHER AMENDMENT.
      Except
      as specifically amended by this Amendment, the Agreement shall continue in
      full
      force and effect. In the event of any conflict between the terms of this
      Amendment and the Agreement, the terms of this Amendment shall govern and
      control. 

     

    9. GOVERNING
      LAW. This
      Amendment shall be governed by and construed under the laws of the State of
      New
      York as applied to agreements among New York residents entered into and to
      be
      performed entirely within New York. 

     

    10. COUNTERPARTS.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

     

    11. SEVERABILITY.
      If one
      or more provisions of this Amendment are held to be unenforceable under
      applicable law, such provision shall be excluded from this Amendment and the
      balance of the Amendment shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    12. ENTIRE
      AGREEMENT.
      This
      Amendment, together with the Agreement (including the Appendices and Exhibits
      thereto) and the other agreements executed pursuant hereto and thereto,
      constitutes the full and entire understanding and agreement between the parties
      with regard to the subjects hereof and thereof.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the
      parties have executed this First Amendment to Stock Purchase Agreement as of
      the
      date first written above.

     

    SELLER:

     

    


     

    By:
      ____________________________________

    Name:
      __________________________________

    Title:
      ____________________________________

     

    BUYER:

    _________________________________________

    (Name
      of
      Buyer)

     

    By:
      ______________________________________

    Name:
      ____________________________________

    Title:
      _____________________________________

     

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF BUYERS TO FOLLOW]