Unassociated Document


     

    STOCK
      PURCHASE AGREEMENT

    


    STOCK
      PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of July 13, 2007, by and between (i) 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
      (ii) International Capital Advisory Inc. (the “Buyer”).

     

    WITNESSETH:

    


    WHEREAS,
      Seller desires to sell to the Buyer warrants to purchase shares of Seller’s
      common stock (the “Securities”)
      in
      consideration of certain consulting services provided by the Buyer; and


     

    WHEREAS,
      Seller has agreed to effect the registration of the shares of Common Stock
      of
      Seller underlying the Warrants (the “Underlying
      Shares”)
      subject to and on the terms and conditions set forth in an amended and restated
      registration rights agreement substantially in the form of Exhibit
      B
      hereto
      (the “Registration
      Rights Agreement”
and
      together with this Agreement and the Warrants, the “Transaction
      Documents”).

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth herein and for good and valuable consideration, the receipt and
      sufficiency of which are hereby mutually acknowledged, the parties agree as
      follows:

     

    1. Sale
      and Purchase of the Warrants.

     

    1.1 Sale
      and Purchase.

     

    Subject
      to the terms and conditions of this Agreement, at the Closing (as defined in
      Section 2 hereof), Seller shall issue to the Buyer, and the Buyer shall purchase
      from Seller, the Warrants listed on Exhibit
      A
      hereto
      in consideration for certain consulting services provided by the Buyer (the
      “Consideration”).

    


    1.2 Consideration
      and Payment.

     

    (a) The
      Warrants to purchase shares of Pubco’s Common Stock (“Common
      Stock”)
      shall
      be exercisable for two years following the date Pubco amends its certificate
      of
      incorporation in order to, among other things, increase its authorized capital
      to allow for full exercise of all Warrants, at an exercise price US$6.62 or
      US$9.38 per share, as indicated on Exhibit
      A
      and
      shall be in the form of Exhibit
      C
      hereto.

     

    (b) Delivery
      of Agreement.
      Upon
      the execution of this Agreement, the Consideration for the Securities shall
      be
      deemed delivered by the Buyer upon execution, delivery and performance of the
      relevant provisions of the Consulting Agreement attached as Exhibit
      D
      hereto.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Closing.
      The
      closing of the sale and purchase of the Securities hereunder (the “Closing”)
      shall
      be deemed to take place at the offices of Seller, at 4:00 p.m., local time,
      on
      the date hereof or at such later time or date as the Buyer and Seller may
      mutually agree in writing. The date upon which the Closing shall occur is herein
      called the “Closing
      Date”.

     

    3. Representations
      and Warranties of Buyer.
      The
      Buyer hereby represents and warrants to Seller as follows:

     

    3.1 Due
      Existence; Authority.
      If the
      Buyer is a company, it is a duly organized legal entity, validly existing and
      in
      good standing under the laws of the state of its organization and has the
      requisite company power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder. If the Buyer is a partnership, syndicate
      or other form of unincorporated organization, the Buyer has the necessary legal
      capacity and authority to execute and deliver this Agreement and to observe
      and
      perform its covenants and obligations hereunder and has obtained all necessary
      approvals in respect thereof. If the Buyer is a natural person, the Buyer has
      obtained the age of majority and has the legal capacity and competence to
      execute this Agreement and to take all actions required pursuant
      thereto.

     

    3.2 Enforceability.
      This
      Agreement has been duly executed and delivered by Buyer and is the valid and
      binding obligation of the Buyer, enforceable against the Buyer in accordance
      with its terms, except as such enforceability may be limited by bankruptcy,
      moratorium, insolvency, reorganization or other similar laws generally affecting
      the enforcement of creditors' rights, specific performance, injunctive or other
      equitable remedies.

     

    3.3 Investment
      Representations.
      The
      Buyer is acquiring the Securities, and any capital stock issuable upon exercise
      of the Securities, for the Buyer’s own account, for investment and not with a
      view to, or for sale in connection with, any distribution of such securities
      or
      any part thereof. The Buyer (i) has such knowledge and experience in financial
      and business affairs that it is capable of evaluating the merits and risks
      involved in purchasing the Securities, (ii) is able to bear the economic risks
      (including, a complete loss) involved in purchasing the Securities and has
      the
      adequate means of providing for its current needs and contingencies, (iii)
      has
      had the opportunity to ask questions of, and receive answers from, Seller and
      persons acting on Seller’s behalf concerning Seller’s business, management, and
      financial affairs and the terms and conditions of the Securities. The Buyer’s
      jurisdiction of residence is set forth on the signature page hereto.


     

    3.4 1933
      SEC Act.
      The
      Buyer acknowledges that (i) it has received and had the opportunity to review
      the draft of a Current Report on Form 8-K containing such information about
      RxElite as would be required to be disclosed in a Registration Statement on
      Form
      10-SB and accompanying Capitalization Table (the “Jumbo
      8-K”),
      attached as Exhibit
      E,
      with
      respect to the pending acquisition of RxElite by Pubco describing Seller’s
      business and operations following such acquisition, and (ii) it has reviewed
      the
      Jumbo 8-K, including, without limitation, the description of business and risk
      factors with respect to Seller and this offering set forth in the Jumbo 8-K.
      The
      Buyer acknowledges that all documents, records and books pertaining to this
      investment have been made available for inspection by the Buyer, the Buyer’s
      attorney and/or the Buyer’s accountant as set forth in Rule 502 of Regulation D
      under the Act and that all records and books of RxElite were available during
      reasonable business hours at RxElite’s principal place of business. The Buyer
      and/or its adviser(s) have had a reasonable opportunity to ask questions of
      and
      receive answers from RxElite, or a person or persons acting on its behalf,
      concerning the terms and conditions of the offering of the Securities, and
      to
      obtain additional information, to the extent possessed or obtainable without
      unreasonable effort or expense. All such questions have been answered to the
      full satisfaction of the Buyer. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.5 Accredited
      Investor; Residence.
      The
      Buyer is an “accredited investor” as such term is defined in Rule 501 of
      Regulation D under the Act. The jurisdiction referred to under “Address” in the
      signature page attached hereto is the Buyer’s residence or place of business and
      is not created or used solely for the purpose of acquiring the Securities and
      the Buyer is not purchasing the Securities for the account or benefit of any
      person in any jurisdiction other than such jurisdiction;

     

    3.6 THE
      BUYER RECOGNIZES THAT AN INVESTMENT IN SELLER IS SPECULATIVE AND INVOLVES A
      HIGH
      DEGREE OF RISK, AND THAT PURCHASERS OF SECURITIES COULD LOSE THEIR ENTIRE
      INVESTMENT.

     

    3.7 Certain
      Securities Matters.
      In
      reliance upon the Buyer’s representations and warranties in this Agreement
      (including Appendix
      A
      to this
      Agreement), neither the offering nor the sale of the Securities has been
      registered under the Act or any state securities laws or regulations. The Buyer
      was not offered or sold the Securities, directly or indirectly, by means of
      any
      form of general solicitation or general advertising, including the following:
      (i) any advertisement, article, notice, or other communication published in
      any
      newspaper, magazine, or similar medium or broadcast over television or radio;
      or
      (ii) to the knowledge of the Buyer, any seminar or meeting whose attendees
      had
      been invited by any general advertising. There is no public market for the
      Securities and Seller is under no obligation to register the Securities on
      the
      Buyer’s behalf or to assist the Buyer in complying with any exemption from
      registration (other than as set forth in the Registration Rights Agreement).
      The
      Buyer has not received or been provided with a prospectus, offering memorandum
      or sales or advertising literature and the Buyer’s decision to purchase the
      Securities was not based upon and the Buyer has not relied upon any verbal
      or
      written representations as to fact made by Seller or any other person (other
      than those representations and warranties set forth in Article 3 of this
      Agreement) but that the Buyer’s decision was based upon the information about
      Seller that is publicly available.

     

    3.8 Liquidity.
      The
      Buyer must hold the Securities indefinitely unless the sale or transfer thereof
      is subsequently registered under the Act or an exemption from such registration
      is available. The Buyer may not subsequently sell, assign, pledge, or otherwise
      transfer the Securities except: (i) pursuant to an effective registration
      statement registering the securities under the Act and/or applicable state
      securities laws, or (ii) pursuant to the opinion of counsel, which is
      satisfactory to Seller, that such registration under the Act and/or such state
      securities laws is not required to effect such subsequent sale, assignment,
      pledge, or other transfer. 

     

    3.9 Legend.
      The
      following legend referring to the foregoing restrictions will be set forth
      on
      certificates representing the Securities, as set forth below:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.10 Certain
      Prohibited Persons.
      The
      Buyer is not a person or entity (a “Person”)
      with
      whom a United States citizen, entity organized under the laws of the United
      States or its territories or entity having its principal place of business
      within the United States or any of its territories (collectively, a
“U.S.
      Person”)
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the Office of Foreign Assets Control, Department
      of the Treasury (“OFAC”)
      (including those executive orders and lists published by OFAC with respect
      to
      Persons that have been designated by executive order or by the sanction
      regulations of OFAC as Persons with whom U.S. Persons may not transact business
      or must limit their interactions to types approved by OFAC (“Specially
      Designated Nationals and Blocked Persons”)
      or
      otherwise. Neither the Buyer nor any Person who owns an interest in the Buyer
      (collectively, a “Purchaser
      Party”)
      is a
      Person with whom a U.S. Person, including a United States Financial Institution
      as defined in 31 U.S.C. Section 5312, as amended (“Financial
      Institution”),
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the OFAC (including those executive orders and
      lists published by OFAC with respect to Specially Designated Nationals and
      Blocked Persons) or otherwise.

     

    3.11 Certain
      Legislation.
      To the
      best of the Buyer’s knowledge, neither the Buyer nor any Purchaser Party, nor
      any Person providing funds to the Buyer: (i) is under investigation by any
      governmental authority for, or has been charged with, or convicted of, money
      laundering, drug trafficking, terrorist related activities, any crimes which
      in
      the United States would be predicate crimes to money laundering, or any
      violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii)
      has
      been assessed civil or criminal penalties under any Anti-Money Laundering Laws;
      or (iii) has had any of its funds seized or forfeited in any action under any
      Anti-Money Laundering Laws. For purposes of this Section,
      the
      term “Anti-Money
      Laundering Laws”
shall
      mean laws, regulations and sanctions, state and federal, criminal and civil,
      that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal
      transactions; (ii) limit commercial transactions with designated countries
      or
      individuals believed to be terrorists, narcotics dealers or otherwise engaged
      in
      activities contrary to the interests of the United States; (iii) require
      identification and documentation of the parties with whom a Financial
      Institution conducts business; or (iv) are designed to disrupt the flow of
      funds
      to terrorist organizations. Such laws, regulations and sanctions shall be deemed
      to include the USA Patriot Act of 2001, Pub. L. No. 107-56 (the “Patriot
      Act”),
      the
      Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank
      Secrecy Act”),
      the
      Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency
      Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction
      regulations promulgated pursuant thereto by the OFAC, as well as laws relating
      to prevention and detection of money laundering in 18 U.S.C. Sections 1956
      and
      1957.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.12 Bank
      Act.
      The
      Buyer is in compliance with any and all applicable provisions of the Patriot
      Act
      including, without limitation, amendments to the Bank Secrecy Act. If the Buyer
      is a Financial Institution, it has established and is in compliance with all
      procedures required by the Buyer and the Bank Secrecy Act.

     

    3.13 Appendix.
      The
      Buyer has accurately and truthfully completed Appendix
      A
      attached
      hereto.

     

    3.14 Covenants
      of Purchasers Not to Short Stock.
      The
      Buyer, on behalf of itself and its affiliates, hereby covenants and agree not
      to, directly or indirectly, offer to “short sell”, contract to “short sell” or
      otherwise “short sell” the securities of Seller, including, without limitation,
      the Securities.

     

    3.15 Restrictions
      in The People’s Republic of China.
      This
      Agreement and any offering materials may not be circulated or distributed in
      The
      People’s Republic of China (“PRC”)
      and
      the securities may not be offered or sold directly or indirectly to any resident
      of the PRC, or offered or sold to any person for re-offering or re-sale directly
      or indirectly to any resident of the PRC except pursuant to the applicable
      laws
      and regulations of the PRC.

     

    4. Further
      Assurances.
      Each of
      the parties shall, prior to or at the Closing, as may be appropriate, execute
      such documents and other papers and take such other further actions as may
      be
      reasonably required to carry out the provisions hereof and effectuate the
      transactions contemplated hereby. Each party shall use its commercially
      reasonable efforts to fulfill or obtain the fulfillment of the conditions to
      its
      obligation to effect the Closing, including promptly obtaining any consents
      required in connection herewith.

     

    5. Conditions
      Precedent to the Obligation of Buyer to Close.
      The
      obligation of the Buyer to complete the Closing, and the right for Seller to
      accept any purchase of Securities hereunder, is subject to the fulfillment
      on or
      prior to the Closing Date of all of the following conditions, any one or more
      of
      which may be waived by the holders of a majority of the Securities sold
      hereunder, collectively, in writing:

     

    5.1 Registration
      Rights Agreement.
      Seller
      shall have duly executed and delivered to the Buyer the Registration Rights
      Agreement.

     

    5.2 Jumbo
      8-K.
      RxElite
      shall have provided the Buyer with a substantially completed Jumbo
      8-K.

     

    5.3 Pubco
      Merger.
      Pubco
      shall have consummated its acquisition of RxElite’s issued and outstanding
      capital stock and Pubco shall have succeeded to RxElite’s business as its sole
      line of business.

     

    6. Conditions
      Precedent to the Obligation of Seller to Close.
      The
      obligation of Seller to complete the Closing is subject to the fulfillment
      on or
      prior to the Closing Date of all of the following conditions, any one or more
      of
      which may be waived by Seller in writing:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.1 Agreements
      and Conditions.
      On or
      before the Closing Date, the Buyer shall have complied with and performed and
      satisfied in all material respects all agreements and conditions to be complied
      with and performed by such date pursuant to this Agreement.

     

    6.2 Execution
      and Delivery of Agreement.
      The
      Buyer shall have executed and delivered to Seller the Consulting Agreement
      attached as Exhibit
      D.

     

    6.3 Appendix.
      The
      Buyer shall have completed and delivered to Seller Appendix A
      to this
      Agreement, which shall be acceptable to Seller, in Seller’s
      discretion.

     

    6.4 Registration
      Rights Agreement.
      The
      Buyer shall have duly executed and delivered to Seller the Registration Rights
      Agreement.

     

    6.5 Jumbo
      8-K.
      RxElite
      shall have provided the Buyer with the Jumbo 8-K.

     

    6.6 Pubco
      Merger.
      Pubco
      shall have consummated its acquisition of RxElite’s issued and outstanding
      capital stock and Pubco shall have succeeded to RxElite’s business as its sole
      line of business.

     

    7. Miscellaneous.

     

    7.1 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given when delivered by hand or by facsimile transmission,
      when telexed, or upon receipt when mailed by registered or certified mail
      (return receipt requested), postage prepaid, to the parties at the following
      addresses (or at such other address for a party as shall be specified by like
      notice):

     

    (i) If
      to
      Seller:

    


    RxElite
      Holdings Inc.

    1404
      N.
      Main St., Ste. 200

    Meridian,
      ID 83642

    Attention:
      Daniel Chen, CEO

    Facsimile:
      (208) 288-1191

    


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

    


    Morrison
      Foerster

    12531
      High Bluff Drive, Suite 100

    San
      Diego, California 92130

    Attention:
      Jay de Groot

    Facsimile:
      (858) 720-5125

    


    (ii) If
      to the
      Buyer: to the address listed on the signature page hereto.

    


    7.2 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.


     

    7.3 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 County of New York, State of New York. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the County of New York, State 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. 

     

    7.4 Expenses.
      Seller
      and the Buyer shall, bear their respective expenses incurred in connection
      with
      the negotiation, preparation, execution and performance of this Agreement and
      the consummation of the transactions contemplated hereby, including, without
      limitation, all fees and expenses of agents, representatives, counsel, brokers
      or finders, and accountants.

     

    7.5 Acknowledgment;
      Waiver of Conflicts.
      The
      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. The 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 of the Buyer and Seller acknowledges
      that
      Morrison & Foerster LLP has in the past represented and is now or may in the
      future represent the Buyer or its affiliates in matters unrelated to the
      transactions contemplated by this Agreement, including the representation of
      the
      Buyer or its affiliates in matters of a nature similar to those contemplated
      by
      this Agreement. Each of the 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.6 Stock
      Dividend.
      As soon
      as practicable following the Closing, Pubco shall declare a stock dividend
      of
      10.036789 shares for each outstanding share of Common Stock (the “Dividend”),
      such
      that following consummation of the Dividend, the adjusted exercise price of
      each
      Warrant shall be $0.60 or $0.85 per share, as indicated on Exhibit
      A,
      and the
      adjusted number of shares of Common Stock issuable pursuant to the Warrants
      shall be 2,500,000 and 1,250,000 as indicated on Exhibit
      A.

     

    7.7 Limitations
      on Registration Rights.
      Notwithstanding any other provision of Section 2 of the Registration Rights
      Agreement, if Seller determines that it is desirable in order to comply with
      the
      requirements of the Securities and Exchange Commission that the number of
      securities to be registered in a registration statement filed pursuant to the
      Registration Rights Agreement be reduced, the Buyer hereby acknowledges and
      agrees that the Registrable Securities (as that term is defined in the
      Registration Rights Agreement) held by the Buyer that would otherwise be
      registered pursuant to the Registration Rights Agreement shall not be included
      on a registration statement until the Holders (as that term is defined in the
      Registration Rights Agreement) of Registrable Securities sold in consideration
      for (i) cash, or (ii) the conversion of certain Convertible Debentures
      originally issued in 2006 have been included in a registration statement filed
      pursuant to the Registration Rights Agreement. 

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first above written.

     

    
      	 	
              Seller:

               

               

               

              By: 
                /s/ Daniel Chen           

              Name:
                Daniel Chen            

              Title:
                Chief Executive Officer          
                

               

            
	 	
               

               

              Buyer:
                International Capital Advisory, Inc.

               

              By:
                /s/ Morrie Tobin            

              Name:
                Morrie Tobin            

              Title:
                Vice President            

               

               

               

              Address
                ____________________________ 

                         
                _________________________

               

              Facsimile:
                ___________________________

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    APPENDIX
      A

    


    THIS
      APPENDIX MUST BE COMPLETED BY THE BUYER THAT IS RESIDENT IN THE UNITED STATES
      OF
      AMERICA

    


    


    NAME
      OF BUYER:
      _____________________


    


    I. PLEASE
      INITIAL THE SPACE AFTER THE DEFINITION OF “ACCREDITED INVESTOR” THAT APPLIES TO
      YOU. (ONLY ONE SPACE NEEDS TO BE INITIALED.)

    


    (i) Any
      natural person whose individual net worth, or joint net worth with that person’s
      spouse, at the time of his purchase exceeds $1,000,000. __________

     

    (For
      purposes of calculating an investor’s net worth, “net worth” is defined as the
      difference between total assets and total liabilities, including home, home
      furnishings, and personal automobiles.) 

    


    (ii) Any
      natural person who had an individual income in excess of $200,000 in each of
      the
      two most recent years or joint income with that person’s spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year. __________

     

    (iii) Any
      entity in which all of the equity owners are accredited investors.
      __________

     

    II. Please
      indicate the form of ownership desired for the Securities:

    


    _______
      Individual (one signature required)

    


    _______
      Joint Tenants with right of survivorship (both parties must sign)

    


    _______
      Tenants by the Entirety (both parties must sign)

    


    _______
      Tenants in Common (all parties must sign)

    


    _______
      Limited Liability Company (signature of authorized party or parties
      required)

    


    


    III.
      _____________________________________________________________________________

    Please
      PRINT here the exact name Buyer desires for registration of the
      Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
      	
              #
                Shares of Common Stock Underlying Warrant Pre-Dividend

            	
               

            	
              Exercise
                Price Pre-Dividend

            	
               

            	
              #
                Shares of Common Stock Underlying Warrant Post-Dividend

            	
               

            	
              Exercise
                Price Post-Dividend

            
	
               

              226,515

            	 	
               

              $6.26

            	 	
               

              2,500,000

            	 	
               

              $0.60

            
	
               

              113,257

            	 	
               

              $9.38

            	 	
               

              1,250,000

            	 	
               

              $0.85

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    REGISTRATION
      RIGHTS AGREEMENT

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF
      WARRANT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    CONSULTING
      AGREEMENT



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AMENDED
      AND RESTATED

    ADVISORY
      CONSULTING AGREEMENT

    


    Dated
      as of July 13, 2007

    


    This
      Amended and Restated Advisory Consulting Agreement (this “Agreement”)
      amends
      and restates the prior Advisory Consulting Agreement, dated as of September
      18,
      2006, by and between in its entirety RxElite (“RxElite”
or
      the
“Company”)
      and
      International Capital Advisory Inc. (“ICA”).

    


    
      	 	
              1.

            	
              Scope
                of Agreement: 

            


    

    


    During
      the term hereof, ICA will undertake certain Advisory Services on behalf of
      the
      Company, including:

    


    
      	 	
              (a)

            	
              Structuring
                and negotiating a potential merger and acquisition transaction involving
                the Company and a target public entity to be identified by ICA, in
                which
                the Company would be merged with and into the public entity (the
                “Merger
                Transaction”),
                with the surviving entity to continue the business of the Company.
                Any
                Merger Transaction shall be subject to the Company’s approval (at the
                Company’s sole discretion).

            


    

    


    
      	 	
              (b)

            	
              Advising
                in connection with the placement of equity financing of up to $15
                million
                US for the Company, with the express purpose of going public (the
                “Equity
                Funding”).
                Any financing shall be subject to the Company’s approval (at the Company’s
                sole discretion).

            


    

     

    
      	 	
              (c)

            	
              ICA
                shall aid RxElite in developing a capital market strategy and introduce
                RxElite to investment dealers, analysts, corporate finance
                representatives, institutional investors and retail brokers throughout
                North America, when appropriate. ICA shall work with the Company’s US
                Investor Relations firm and RxElite’s internal investor relations
                department on a regular basis to develop a long-term North American
                program to enhance RxElite’s presence in the capital markets. This will
                include setting up road shows and dealer presentations throughout
                North
                America and Europe.

            


    

    


    
      	 	
              (d)

            	
              ICA
                shall aid RxElite in identifying potential acquisition targets in
                Canada,
                the US and Europe. As part of a potential M&A transaction, ICA may
                introduce RxElite to parties who can facilitate a possible M&A
                financing. ICA will be required to seek RxElite’s approval before
                approaching any companies or financing sources, and any companies
                agreed
                upon must be listed in Attachment A.


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (e)

            	
              ICA
                shall aid RxElite in sourcing, negotiating and/or facilitating possible
                joint-ventures with pharmaceutical companies and medical device companies
                to enhance its distribution capabilities, product pipeline or licensing
                initiatives. ICA will be required to seek RxElite’s approval before
                approaching any companies, and any companies agreed upon must be
                listed in
                Attachment A.

            


    

     

    In
      performing such Advisory Services, ICA will exercise reasonable care in
      accordance with the standards of the investment banking
      profession.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Fees
      Structure:

    


    The
      following outlines the fees structure:

     

    
      	 	
              (a)

            	
              In
                connection with the $15 million Equity Funding and the Merger Transaction,
                ICA shall be paid 

            


    

     

    
      	 	
              (i)

            	
              a
                cash consulting fee in the amount of $1,500,000 (“Cash Consulting Fee”),
                and 

            


    

     

    
      	 	
              (ii)

            	
              ICA
                will also be issued two Warrants:

            


    

     

    
      	 	
              (x)

            	
              a
                Warrant to acquire 226,515 shares (2,500,000 shares following the
                11.036789 for 1 forward stock split) of Common Stock of Southridge
                Technology Group, Inc. (“STG”),
                exercisable at $6.62 per share ($0.60 per share following the 11.036789
                for 1 forward stock split); and

            


    

     

    
      	 	
              (y)

            	
              a
                Warrant to acquire 113,257 shares (1,250,000 shares following the
                11.036789 for 1 forward stock split) of Common Stock of STG, exercisable
                at $9.38 per share ($0.85 per share following the 11.036789 for 1
                forward
                stock split).

            


    

     

    The
      exact
      amount of the Cash Consulting Fee and the exact number of Warrants shall be
      subject to final adjustment, as agreed to by the Company and ICA, in good faith,
      and shall be based on the time and efforts expended by ICA and the success
      of
      the $15 million Equity Funding and the Merger Transaction. 

     

    The
      payment of the Cash Consulting Fee will occur at such times as may be mutually
      agreed by the Company and ICA. 

     

    To
      the
      extent permitted by law and to the extent that the Company’s legal advisors
      advise the Company that the Company may register the Warrants without reducing
      the number of securities that may be registered by cash purchasers in the $15
      million Equity Funding, the Company shall include the Warrant in the
      registration statement relating to the securities of cash purchasers in the
      $15
      million Equity Funding. 

     

    ICA
      hereby acknowledges and agrees that the tender of the Warrants to ICA shall
      occur only after (and is in all respects subject to and conditioned upon) the
      completion of the acquisition by STG of the Company’s issued and outstanding
      capital stock and succession by STG of the Company’s business as its sole line
      of business as provided in the Securities Purchase Agreement of even date
      herewith.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ICA
      acknowledges and agrees that the Warrant will be in the form of the Warrants
      delivered to purchasers in the Equity Financing, provided, however, that the
      exercise price of some of the Warrants will be $6.62
      (in lieu
      of $9.38),
      as
      described above.

     

    
      	 	
              (b)

            	
              The
                Company will pay ICA a monthly consulting fee of $10,000 for 12 months
                with the first payment due upon full execution of this
                Agreement. Additionally,
                once the first 12 month period described herein is completed, RxElite
                will
                pay ICA a monthly retainer of US $12,500 for the subsequent twelve
                month
                period. All payments are due and payable on the first day of each
                month.

            


    

    


    
      	 	
              (c)

            	
              if
                a merger or acquisition is completed or a funding related to a merger
                or
                acquisition is completed with any company or entity introduced directly
                by
                ICA (not including the Reverse Take-Over Merger), then RxElite pays
                a work
                fee to ICA in an amount equal to the greater of 6% of the total value
                of
                the transaction or US $150,000. ICA will be required to seek RxElite’s
                approval before approaching any companies, and any merger or acquisition
                candidate companies agreed upon must be listed in Attachment
                A.

            


    

    


    
      	
            	(d)	
              if
                a strategic or partnership agreement, including without limitation,
                a
                distribution, marketing, licensing, product or manufacturing agreement,
                is
                entered into or from an ICA Prospect, the transaction fee to be paid
                to
                ICA shall be an upfront payment and commission equal to the following
                percentage of "gross revenues", as defined below, of all products
                or
                services sold to, or through, RxElite or the ICA Prospect, in any
                market
                addressed by the business
                relationship:

            


    

    


    ●
      up-front
      one-time payment equal to US $35,000.00 per product;

    ●
      Year
      1: 1% of gross revenues      ●
      Year
      2: 2% of gross revenues

    ●
      Year
      3: 3% of gross revenues     Year 4: 3% of gross
      revenues

                Year
      5: 3% of gross
      revenues

     

    For
      the
      purpose of this provision, a "year" shall commence on the date of the first
      sale
      of a product/service under the distribution, marketing, manufacturing or
      licensing agreement and each anniversary date thereafter. ICA
      will
      be required to seek RxElite’s approval before approaching any strategic or
      partnership agreement, including without limitation, a distribution, marketing,
      licensing, product or manufacturing agreement or related companies, and any
      ICA
      Prospect companies agreed upon must be listed in Attachment A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(e)	
                All
                  air, hotel, meal, gas, and parking expenses and all other reasonable
                  expenses relating to RxElite activities, submitted on a monthly
                  basis. Any
                  trip must be pre-approved by RxElite. Office and office expenses
                  shall be
                  paid as a flat fee of $300 monthly during the term of the
                  agreement.

              


      

    

     

    
      	 	
              3.

            	
              Confidentiality:

            


    

    


    The
      Company and ICA agree to hold confidential the terms and conditions of this
      Agreement except as required by applicable law including, without limitation,
      the rules and regulations of the Securities and Exchange Commission. Each party
      hereby consents to the granting of an injunction against it by any court of
      competent jurisdiction to enjoin it from violating the foregoing confidentiality
      provisions. Each party hereby agrees that the other will not have an adequate
      remedy at law in the event of a breach of the confidentiality provisions
      contained herein, and such party will suffer irreparable damage and injury
      as a
      result of any such breach. Resort to such equitable relief shall not, however,
      be construed to be a waiver of any other rights or remedies which such party
      may
      have

     

    4.
      Term: 

    


    
      	 	
              (a)

            	
              This
                Agreement shall be for a minimum period of 24 months commencing on
                the
                effective date of this Agreement, and renewable in writing thereafter
                on a
                month to month basis or such other time period as mutually agreed
                to by
                the parties. This agreement may be terminated by either party in
                writing
                with 30 days notice, but no sooner than the 24th
                month of the agreement.

            


    

    


    
      	 	
              (b)

            	
              In
                the event that a funding has not occurred by December 31, 2007, this
                agreement is automatically
                terminated.

            


    

    


    
      	 	
              (c)

            	
              Notwithstanding
                the termination of this Agreement, the provisions of Section 2(c)
                and 2(d)
                shall survive for twelve months following termination, and in the
                case of
                2(d), the Company shall make all payments due to ICA for the time
                periods
                and amounts as outlined in 2(d).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      agreement constitutes the entire agreement by the parties. Any previous written
      acknowledgement, statement or prior understanding whether in writing or
      discussed orally between the parties related to the agreement or the
      relationship between the parties (including, without limitation, the letter
      agreement dated as of September 18, 2006) is
      superseded by this agreement.

    


    Unless
      otherwise stated, all figures in this Agreement are stated in US dollars. Please
      confirm your agreement with the foregoing terms by signing this Agreement in
      the
      place provided below and returning two executed copies to the offices of ICA
      to
      the attention of Mr. Morrie Tobin.

    


    


    Yours
      very truly,

    


    On
      behalf
      of      

    INTERNATIONAL
      CAPITAL ADVISORY INC.   

    


    By:       

    


    


    _________________________________________

    Mr.
      Morrie Tobin   

    Vice-President      

    


    


    Acknowledged
      and agreed.

    


    On
      behalf
      of 

    


    


    RxElite
      Holdings Inc.  

    


    By:

    


    


    


    _________________________________________

    Mr.
      Daniel Chen, CEO

    Date:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      A

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      E

    


    JUMBO
      8-K