AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT

    


    WHEREAS,
      this Amended and Restated Registration Rights Agreement (this “Agreement”) is
      made and entered into as of July 13, 2007, by and among (i) Southridge
      Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire
      through a wholly-owned subsidiary all of the issued and outstanding capital
      stock (the “Acquisition”) 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 the “Company”), (ii) RxElite and (iii) the Holders
      signatory hereto;

     

    WHEREAS,
      certain of the Holders (the “Prior Investors”) hold shares of common stock and
      warrants to purchase shares of common stock of RxElite issued under that certain
      Stock Purchase Agreement dated as of January 19, 2007 (the “Prior Purchase
      Agreement”) and are parties to that certain Registration Rights Agreement dated
      as of January 19, 2007 by and among the RxElite and such Prior Investors (the
      “Prior Registration Agreement”); 

     

    WHEREAS,
      such Prior Investors are the holders of at least a majority of the shares of
      Registrable Securities subject to and entitled to rights under the Prior
      Registration Agreement;

     

    WHEREAS,
      in connection with the Acquisition, the Company will issue to the Prior
      Investors shares of the Company’s common stock and warrants to purchase shares
      of common stock of the Company in exchange for the shares of common stock and
      warrants to purchase shares of common stock of RxElite issued under the Prior
      Purchase Agreement;

     

    WHEREAS,
      certain purchasers (each, a “Purchaser” and collectively, the “Purchasers”)
      acquired from the Company common stock and warrants to purchase shares of the
      common stock in a private offering of its securities pursuant to a Stock
      Purchase Agreement dated July 13, 2007 (“2007 Purchase Agreement” and,
      collectively with the Prior Purchase Agreement, the “Purchase
      Agreements”);

     

    WHEREAS,
      the Company desires to assume the rights and obligations of RxElite under the
      Prior Registration Agreement;

     

    WHEREAS,
      the Prior Investors desire to amend and restate the Prior Registration Agreement
      so that their rights and obligations shall be fully set forth in this Agreement;
      

     

    WHEREAS,
      it is a condition to the effectiveness of this Agreement that the Acquisition
      be
      completed; and

     

    WHEREAS,
      it is a condition to the issuance of the securities under the 2007 Purchase
      Agreement that the Company, the Purchasers and the Prior Investors enter into
      this Agreement.

     

    NOW
      THEREFORE, the Company and the Holders hereby agree as follows:

     

    1. Definitions.
      As used
      in this Agreement, the following terms shall have the following meanings:


     

    “Advice”
shall
      have the meaning set forth in Section 6(c).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      shares of the Company common stock.

     

    “Effectiveness
      Date”
means
      the 270th calendar day following the date hereof.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Filing
      Date”
means
      the 90th calendar day following the date hereof.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
means
      an action, claim, suit, investigation, or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any Prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Securities”
means
      (i) the shares of Common Stock issued or issuable pursuant to the terms of
      the
      Purchase Agreements, (ii) the Warrant Shares and (iii) any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing; provided
      however, Registrable Securities shall not include any of the foregoing that
      may
      be sold under Rule 144.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to the registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in the registration statement.

     

    
      
        
        

      

      
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    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is traded on a Trading Market on which
      it is
      listed, or (ii) if the Common Stock is not listed on a Trading Market, a day
      on
      which the Common Stock is traded on the over-the-counter market, as reported
      by
      the OTC Bulletin Board, or (iii) if trades of the Common Stock are not reported
      on the OTC Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding to its functions
      of reporting prices); provided, that in the event that the Common Stock is
      not
      listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
      shall mean a business day.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock may be listed
      or
      quoted for trading on the date in question: the American Stock Exchange, the
      New
      York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
      or the Nasdaq Capital Market.

     

    “Warrants”
means
      the warrants issued or issuable to the Holders pursuant to the terms of the
      Purchase Agreements.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    2. Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a Registration Statement covering the resale of all of the Registrable
      Securities for an offering to be made on a continuous basis pursuant to Rule
      415. The Registration Statement shall be on Form S-3 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      S-3,
      in which case such registration shall be on another appropriate form in
      accordance herewith). Subject to the terms of this Agreement, the Company shall
      use its best efforts to cause a Registration Statement to be declared effective
      under the Securities Act as promptly as possible after the filing thereof,
      but
      in any event prior to the Effectiveness Date, and shall use its best efforts
      to
      keep such Registration Statement continuously effective under the Securities
      Act
      until all Registrable Securities covered by such Registration Statement have
      been sold, or may be sold without volume restrictions pursuant to Rule 144(k),
      as determined by the counsel to the Company pursuant to a written opinion letter
      to such effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).
      The
      Company shall telephonically request effectiveness of a Registration Statement
      as of 5:00 p.m. New York City time on a Trading Day. The Company shall
      immediately notify the Holders via facsimile or electronically or through a
      press release or other public announcement of the effectiveness of a
      Registration Statement on the same Trading Day that the Company telephonically
      confirms effectiveness with the Commission, which shall be the date requested
      for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m.
      New York City time on the second Trading Day after the date the Registration
      Statement is declared effective by the Commission, file a final Prospectus
      with
      the Commission as required by Rule 424. Failure to so notify the Holder within
      2
      Trading Days of such notification of effectiveness or failure to file a final
      Prospectus as foresaid shall be deemed an Event under Section 2(b).

     

    
      
        
        

      

      
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    (b) If
      the
      Registration Statement is not filed on or prior to the Filing Date, the Company
      shall issue to each Holder, as such Holder’s sole and exclusive remedy and as
      partial liquidated damages and not as a penalty, that number of shares of Common
      Stock equal to 10% of that number of shares of Common Stock acquired by such
      Holder pursuant to the Purchase Agreements. Moreover, (i) if the Registration
      Statement filed or required to be filed hereunder is not declared effective
      by
      the Commission by the Effectiveness Date or, (ii) subject to Section 3(j)
      below, if after the Effectiveness Date a Registration Statement ceases for
      any
      reason to remain continuously effective as to all Registrable Securities, (any
      such failure or breach being referred to as an “Event,” and the date on which
      such Event occurs being referred to as the “Event Date”) then, in addition to
      any other rights the Holders may have hereunder or under applicable law, on
      each
      such Event Date and on each monthly anniversary of each such Event Date, the
      Company shall pay to each Holder an amount in cash, as partial liquidated
      damages and not as a penalty, equal to 1% of the aggregate purchase price,
      up to
      a maximum of 3%, paid by such Holder pursuant to the Purchase Agreements for
      any
      Registrable Securities then held by such Holder (calculated as if all
      convertible securities had been fully converted). Notwithstanding anything
      herein to the contrary, to the extent that the registration of any or all of
      the
      Registrable Securities by the Company on a registration statement is prohibited
      (the “Non-Registered Shares”) as a result of rules, regulations, positions or
      releases issued or actions taken by the Commission pursuant to its authority
      with respect to Rule 415 and the Company has registered at such time the maximum
      number of Registrable Securities permissible upon consultation with the
      Commission, then the liquidated damages described in this Section 2(b) shall
      not
      be applicable to such Non-Registered Shares.

     

    3. Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a) Not
      less
      than one Trading Day prior to the filing of the Registration Statement or any
      related Prospectus or any amendment or supplement thereto, (i) furnish to the
      Holders copies of all such documents proposed to be filed (including documents
      incorporated or deemed incorporated by reference to the extent requested by
      such
      Person) and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of the Company’s counsel, to conduct a reasonable
      investigation within the meaning of the Securities Act.

     

    
      
        
        

      

      
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period; (ii) cause the related Prospectus to be amended or supplemented by
      any
      required Prospectus or Prospectus supplement, and as so supplemented or amended
      to be filed pursuant to Rule 424; (iii) when the Commission notifies the Company
      if there will be a “review” of the Registration Statement and whenever the
      Commission comments in writing on the Registration Statement, respond as
      promptly as reasonably possible to any comments received from the Commission
      with respect to the Registration Statement or any amendment thereto; and (iv)
      comply in all material respects with the provisions of the Securities Act and
      the Exchange Act with respect to the disposition of all Registrable Securities
      covered by the Registration Statement during the applicable period in accordance
      with the intended methods of disposition by the Holders thereof set forth in
      the
      Registration Statement as so amended or in such Prospectus as so supplemented.
      

     

    (c) If
      during
      the Effectiveness Period, the number of Registrable Securities at any time
      exceeds 100% of the number of shares of Common Stock then registered in a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable an additional Registration Statement covering the resale by the
      Holders of not less than the number of such Registrable Securities.


     

    (d) Notify
      the Holders of Registrable Securities to be sold (which notice shall, pursuant
      to clauses (iii) through (vi) hereof, be accompanied by an instruction to
      suspend the use of the Prospectus until the requisite changes have been made)
      as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      one Trading Day prior to such filing) and (if requested by any such Person)
      confirm such notice in writing no later than one Trading Day following the
      day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement; and (C) with respect to a Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other federal or state governmental authority
      for amendments or supplements to a Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of a Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; (v) of the occurrence of any event or passage
      of
      time that makes the financial statements included in a Registration Statement
      ineligible for inclusion therein or any statement made in a Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to a Registration Statement, Prospectus or other
      documents so that, in the case of a Registration Statement or the Prospectus,
      as
      the case may be, it will not contain any untrue statement of a material fact
      or
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading; and (vi) the occurrence or existence of any pending
      corporate development with respect to the Company that the Company believes
      may
      be material and that, in the determination of the Company, makes it not in
      the
      best interest of the Company to allow continued availability of a Registration
      Statement or Prospectus, provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided, further,
      that notwithstanding each Holder’s agreement to keep such information
      confidential, the Holders make no acknowledgement that any such information
      is
      material, non-public information.

     

    
      
        
        

      

      
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    (e) Use
      its
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment. 

     

    (f) Furnish
      to each Holder, without charge, at least one conformed copy of the Registration
      Statement and each amendment thereto, including financial statements and
      schedules, all documents incorporated or deemed to be incorporated therein
      by
      reference, to the extent requested, and all exhibits, to the extent requested
      by
      such Person (including those previously furnished or incorporated by reference),
      promptly after the filing of such documents with the Commission.

     

    (g) Promptly
      deliver to each Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request in connection with
      resales by the Holder of Registrable Securities. The Company hereby consents
      to
      the use of such Prospectus and each amendment or supplement thereto by each
      of
      the selling Holders in connection with the offering and sale of the Registrable
      Securities covered by such Prospectus and any amendment or supplement thereto,
      except after the giving of any notice pursuant to Section 3(d). 

     

    (h) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      such Registration or qualification (or exemption therefrom) effective during
      the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by the Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction. 

     

    
      
        
        

      

      
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    (i) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by any relevant agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may request.
      

     

    (j) Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the Company notifies the Holders in accordance with clauses
      (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus
      until the requisite changes to such Prospectus have been made, then the Holders
      shall suspend use of such Prospectus. The Company will use its commercially
      reasonable efforts to ensure that the use of the Prospectus may be resumed
      as
      promptly as is practicable. The Company shall be entitled to exercise its right
      under this Section 3(j) to suspend the availability of a Registration Statement
      and Prospectus, without payment of any liquidated damages pursuant to Section
      2(b), for a period not to exceed 90 calendar days (which need not be consecutive
      days) in any 12 month period.

     

    (k) Comply
      with all applicable rules and regulations of the Commission. 

     

    (l) The
      Company may require each Holder to furnish to the Company a certified statement
      as to (i) the number and type of securities of the Company beneficially owned
      by
      such Holder, (ii) whether the Holder is a registered broker/dealer, and, if
      so,
      whether such Holder has purchased the Registered Securities for its own account,
      (iii) if required by the Commission, the holder thereof or the person that
      has
      voting and dispositive control over such shares, (iv) any relationship between
      such Holder and the Company and (v) such other information regarding such Holder
      as shall be required by the Commission. If any such Holder fails to furnish
      such
      information within five Trading Days of the Company’s request, the Company shall
      furnish written notice of such non-compliance to such Holder. If, for a period
      of two Trading Days after such notice is given, such Holder continues to fail
      to
      furnish such information, then the Company shall no longer be obligated to
      register any of such Holder's Registrable Securities as part of the Registration
      Statement.

     

    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Trading Market on which the Common Stock is then listed for trading, and (B)
      in
      compliance with applicable state securities or Blue Sky laws), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement) in connection
      with the performance by the Company of its obligations hereunder, (iii)
      messenger, telephone and delivery expenses, (iv) fees and disbursements of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Agreement. In addition, the Company shall be responsible
      for all of its internal expenses incurred in connection with the consummation
      of
      the transactions contemplated by this Agreement (including, without limitation,
      all salaries and expenses of its officers and employees performing legal or
      accounting duties), and the expense of any annual audit. The Company shall
      not
      be responsible for any Holder’s brokerage commissions or other underwriting
      discount paid by any Holder in connection with the sale of any Registrable
      Securities, or any other fees or costs of the Holders.

     

    
      
        
        

      

      
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    5. Indemnification

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents and employees of
      each
      of them, each Person who controls any such Holder (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys’ fees) and expenses (collectively, “Losses”), as incurred, to the
      extent arising out of or relating to any untrue or alleged untrue statement
      of a
      material fact contained in the Registration Statement, any Prospectus or any
      form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto or (2) in the case of an occurrence of an event
      of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of
      an
      outdated or defective Prospectus after the Company has notified such Holder
      in
      writing that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 6(c). The Company shall notify
      the Holders promptly of the institution, threat or assertion of any Proceeding
      of which the Company is aware in connection with the transactions contemplated
      by this Agreement. 

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus,
      or
      any form of prospectus, or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or such Prospectus or (ii) to the extent that (1)
      such untrue statements or omissions are based solely upon information regarding
      such Holder furnished in writing to the Company by such Holder expressly for
      use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto or (2) in the case of an occurrence of an event
      of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of
      an
      outdated or defective Prospectus after the Company has notified such Holder
      in
      writing that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 6(c). In no event shall the
      liability of any selling Holder hereunder be greater in amount than the dollar
      amount of the net proceeds received by such Holder upon the sale of the
      Registrable Securities giving rise to such indemnification obligation.


     

    
      
        
        

      

      
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    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with the defense thereof; provided, that the failure of any
      Indemnified Party to give such notice shall not relieve the Indemnifying Party
      of its obligations or liabilities pursuant to this Agreement, except (and only)
      to the extent that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further review)
      that such failure shall have prejudiced the Indemnifying Party. 

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (ii) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (iii) the named parties to any
      such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense thereof
      and the reasonable fees and expenses of one separate counsel shall be at the
      expense of the Indemnifying Party). The Indemnifying Party shall not be liable
      for any settlement of any such Proceeding effected without its written consent,
      which consent shall not be unreasonably withheld. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending Proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    All
      reasonable fees and expenses of the Indemnified Party (including reasonable
      fees
      and expenses to the extent incurred in connection with investigating or
      preparing to defend such Proceeding in a manner not inconsistent with this
      Section 5) shall be paid to the Indemnified Party, as incurred, within ten
      Trading Days of written notice thereof to the Indemnifying Party; provided,
      that
      the Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is not entitled to indemnification hereunder, determined
      based
      upon the relative faults of the parties.

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. 

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received (or proposed to be received) by such Holder from
      the
      sale of the Registrable Securities subject to the Proceeding exceeds the amount
      of any damages that such Holder has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission, except
      in the case of fraud by such Holder. The indemnity and contribution agreements
      contained in this Section 5 are in addition to any liability that the
      Indemnifying Parties may have to the other Indemnified Parties.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, shall be entitled to
      specific performance of its rights under this Agreement. The Company and each
      Holder agree that monetary damages would not provide adequate compensation
      for
      any losses incurred by reason of a breach by it of any of the provisions of
      this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall not assert or shall
      waive the defense that a remedy at law would be adequate. 

     

    (b) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement. 

     

    (c) Discontinued
      Disposition.
      By its
      acquisition of Registrable Securities, each Holder agrees that, upon receipt
      of
      a notice from the Company of the occurrence of any event of the kind described
      in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
      disposition of such Registrable Securities under a Registration Statement until
      it is advised in writing (the “Advice”) by the Company that the use of the
      applicable Prospectus (as it may have been supplemented or amended) may be
      resumed. The Company will use its commercially reasonable efforts to ensure
      that
      the use of the Prospectus may be resumed as promptly as it
      practicable.

     

    (d) Transfer.
      The
      Purchaser’s rights set forth in this Agreement may only be transferred pursuant
      to the terms of the Purchase Agreements.

     

    (e) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and a majority in interest of the Holders of the then
      outstanding Registrable Securities. Notwithstanding the foregoing, the Company
      may allow additional Holders to become parties to this Agreement by executing
      a
      signature page hereto without any further action by other Holders.

     

    (f) Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested,
      or delivered against receipt to the party to whom it is to be given, as
      follows:

     

    (i)
      if to
      the Company, to it at:

     

    RxElite
      Holdings Inc.

    1404
      N.
      Main St., Ste. 200

    Meridian,
      ID 83642

    Attention:
      Daniel Chen, CEO

    Facsimile:
      (208) 288-1191

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    With
      a
      copy (which copy shall not constitute notice) to:

    


    Morrison
      & Foerster LLP

    12531
      High Bluff Drive, Suite 100

    San
      Diego, CA 92130

    Attention:
      Jay de Groot

    Facsimile:
      (858) 523-2861

    


    (ii)
      if
      to the Holder, at the address set forth in the Company’s records (or, in either
      case, to such other address as the party shall have furnished in writing in
      accordance with the provisions of this Section 6(f)). Any notice or other
      communication given by certified mail shall be deemed given at the time of
      certification thereof, except for a notice changing a party's address which
      shall be deemed given at the time of receipt thereof.

     

    (g) Successors
      and Assigns.
      Subject
      to Section 6(d) hereof, this Agreement shall inure to the benefit of and be
      binding upon the successors and assigns of each of the parties and shall inure
      to the benefit of each Holder. 

     

    (h) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (i) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement 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 Agreement (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 Agreement), 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 Agreement
      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 Agreement or the transactions contemplated hereby. If either
      party shall commence an action or proceeding to enforce any provisions of this
      Agreement, 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (j) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (k) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable. 

     

    (l) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. 

     

    (m) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder is several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose. 

     

    (n) Form
      S-3 Eligibility.
      In the
      event that the Company becomes eligible to include the Registrable Securities
      on
      a registration statement on Form S-3 and is able to do so in a manner which
      will
      not cause there to be any lack of effective registration statement covering
      Registrable Securities, the Company shall be permitted to amend the exiting
      Registration Statement by a post-effective amendment on Form S-3 (if permitted
      by the rules and regulations of the Commission and under applicable law) or
      utilize a registration statement on Form S-3 covering the Registrable
      Securities.

     

    (o) Entire
      Agreement.
      This
      Agreement and the documents referred to herein constitute the entire agreement
      among the parties with respect to the subject matter hereof and supersede any
      prior or contemporaneous agreements, written or oral, with respect to the
      subject matter hereof, including without limitation, the Prior Registration
      Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    
      	 	 	 
	 	
              THE
                COMPANY:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name: 	
            
	 	 	
              
 
	 	Title:	 
	 	 	
              

            


    

     

    
      	 	 	 
	 	
              
                RxELITE
                  HOLDINGS INC.:

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name: 	
            
	 	 	
              
 
	 	Title:	 
	 	 	
              

            


    

     

    
      	 	 	 
	 	
              
                HOLDERS:

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name: 	
            
	 	 	
              
 
	 	Title: