FIRST
        AMENDMENT TO

      WARRANT
        AGREEMENT

       

      This
        First Amendment to Warrant 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 Warrant Holder (as defined below). This Amendment amends that Warrant
        Agreement (the “Warrant”),
        dated
        as of January 19, 2007 by and among RxElite and the Warrant Holder (as defined
        therein). Capitalized terms not otherwise defined herein shall have the meanings
        given in the Warrant.

       

      RECITALS

       

      WHEREAS,
        RxElite
        previously issued the Warrant to the Warrant Holder pursuant to the Stock
        Purchase Agreement (the “Agreement”),
        dated
        as of January 19, 2007 by and among the Company and the persons and entities
        listed 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 securities pursuant
        to
        certain Stock Purchase Agreements each dated as of July [ _ ], 2007 (the
        “New
        Purchase Agreements”);
        

       

      WHEREAS,
        the
        Warrant Holder and RxElite wish to amend the Warrant to provide substantially
        the same terms to the Warrant Holder as are contained in the warrants to
        purchase common stock issued pursuant to the New Purchase Agreements effective
        with and conditioned upon the acquisition referred to above such that Pubco
        shall assume all obligations and rights of RxElite hereunder; and

       

      WHEREAS,
        Section
        10.1 of the Warrant 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. PAR
        VALUE. 
        Each
        reference to the par value per share of the Company’s Common Stock contained in
        the Warrant is hereby deleted.

       

      2. AMENDMENT
        OF SECTION 1. 
        Section
        1 of the Warrant is hereby deleted and replaced in its entirety by the
        following:

       

      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.

       

      3. AMENDMENT
        OF SECTION 3.2. 
        The last
        sentence of Section 3.2 of the Warrant is hereby deleted in its
        entirety.

       

      4. NEW
        SECTION 3.4. 
        New
        Section 3.4 of the Warrant is hereby inserted and reads in its entirety as
        follows:

       

      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 3.4 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5. AMENDMENT
        OF SECTION 8. 
        Section
        8 of the Warrant is hereby deleted and replaced in its entirety by the
        following:

       

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

       

      6. AMENDMENT
        OF SECTION 10.1. 
        Section
        10.1 of the Warrant is hereby deleted and replaced in its entirety by the
        following:

       

      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 the Agreement and the New Purchase
        Agreements.

       

      7. AMENDMENT
        OF SECTION 10.2. 
        Section
        10.2 of the Warrant 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 “City of New York, State of
        New York.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      SELLER:

       

      


       

      By:
        ___________________________________

      Name:
        _________________________________

      Title:
        __________________________________

       

      WARRANT
        HOLDER:

       

      _______________________________________

        (Name
        of
        Warrant Holder)

       

      By:
        ____________________________________

      Name:
        __________________________________

      Title:
        ___________________________________

       

       

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