STOCK
      PURCHASE AGREEMENT


     

    STOCK
      PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2007, by and
      between RxElite Holdings Inc. (“Seller”), and the investors listed on
Exhibit
      A
      hereto
      (the “Buyers”). 

     

    WITNESSETH:

     

    WHEREAS,
      Seller desires to sell to Buyers the shares of Seller’s common stock (the
“Common Stock”) and warrants to purchase common stock (the “Warrants”) listed
      next to each Buyer’s name on Exhibit
      A
      hereto;


     

    WHEREAS,
      Seller has agreed to effect the registration of the shares of common stock
      referred to above subject to and on the terms and conditions set forth in a
      registration rights agreement substantially in the form of Exhibit
      B
      hereto
      (the “Registration Rights Agreement”).

     

    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 Common Stock and 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 each Buyer, and such Buyer shall
      purchase from Seller, for the Purchase Price per share (as defined in Section
      1.2(a) hereof), the shares of Common Stock and the Warrants listed next to
      Buyer’s name on Exhibit A.

     

    1.2. Purchase
      Price and Payment.

     

    (a) Purchase
      Price.
      The
      purchase price per share of Common Stock and for one-half Warrant shall be
      US$0.60 (the “Purchase Price”). Each Warrant shall be exercisable for two years
      from the date of issuance, at an exercise price of US$0.85 per share, and shall
      be in the form of Exhibit C hereto.

     

    (b) Payment
      of Purchase Price.
      The
      Purchase Price shall be paid to Seller by Buyers on the Closing Date (as defined
      in Section
      2
      hereof)
      via federal funds wire transfer(s) of immediately available funds, in accordance
      with written instructions provided to Buyer in Exhibit
      D.

     

    1.3. Penalty
      for Failure to File Registration Statement.
      Upon
      the occurrence of an RxElite Breach (as such term is defined in Section 6(a)
      of
      the Registration Rights Agreement), as Buyer’s sole and exclusive remedy for
      such RxElite Breach, Seller shall forthwith issue to each Buyer an additional
      1/10th
      of one
      share of Common Stock for each share of Common Stock purchased hereunder and
      an
      additional 1/10th
      of one
      Warrant for each Warrant purchased hereunder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2. Closing. (a) The
      closing of the sale and purchase of the Common Stock and Warrants hereunder
      (the
“Closing”) shall be deemed to take place at the offices of the 

    Seller,
      at 4:00 p.m., local time, on the date hereof, or at such later time or date
      as
      Buyer and Seller may mutually agree in writing. The date upon which the Closing
      shall occur is herein called the “Closing Date”. (b) The
      Closing shall take place at such time as Buyers will purchase Common Stock
      and
      Warrants for an aggregate Purchase Price of $5,000,000 or more. (c) During
      a
      period of 90 calendar days after the Closing, the Seller may hold one or more
      additional Closings with respect to Buyers who desire to purchase Common Stock
      and Warrants on the terms set forth in this Agreement and such Buyers shall
      become parties to this Agreement on the date of such subsequent Closing,
      provided, however, that nothing herein shall be implied to require the Seller
      to
      sell Common Stock and Warrants to such prospective Buyers.

     

    3. Representations
      and Warranties of Seller. Seller
      hereby represents and warrants to the Buyers as follows:

     

    3.1. Due
      Organization and Qualification.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware. Seller has all requisite power and authority
      to
      own, lease and operate its assets and properties and to carry on its business
      as
      presently conducted and as presently contemplated. Seller is duly qualified
      to
      transact business and is in good standing in each jurisdiction in which the
      nature of its business or the locations of its property requires such
      qualification, except where the failure to do so would not have a material
      adverse effect on Seller’s business, operations, assets or condition (financial
      or otherwise). 

     

    3.2. Power
      and Authority.
      Seller
      has the requisite corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. The execution, delivery
      and
      performance of this Agreement have been duly authorized by all necessary
      corporate action on the part of Seller. This Agreement has been duly executed
      and delivered by Seller and is the valid and binding obligation of Seller,
      enforceable against Seller in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, moratorium,
      insolvency, reorganization or other similar laws now or hereafter in effect
      generally affecting the enforcement of creditors’ rights, specific performance,
      injunctive or other equitable remedies.

     

    4. Representations
      and Warranties of Buyer.
      Each of
      the Buyers, severally and not jointly, hereby represents and warrants to Seller
      as follows:

     

    4.1. Due
      Existence; Authority.
      If
      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 Buyer is a partnership, syndicate
      or
      other form of unincorporated organization, 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 Buyer is a natural person, 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.

     

    
      
        
        

      

      
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    4.2. Enforceability.
      This
      Agreement has been duly executed and delivered by Buyer and is the valid and
      binding obligation of Buyer, enforceable against 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.

     

    4.3. Investment
      Representations.
      Buyer
      is acquiring the Common Stock and Warrants (the “Securities”), and any capital
      stock issuable upon exercise of the Securities, for 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. 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) involving 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. Buyer’s jurisdiction of residence is set forth
      on Exhibit
      A.
      

     

    4.4 33
      Act.
      The
      Buyer acknowledges that all documents, records and books pertaining to this
      investment have been made available for inspection by him, his attorney and/or
      his accountant as set forth in Rule 502 of Regulation D under the Securities
      Act
      of 1933, as amended (the “Act”) and that all records and books of the Seller
      were available during reasonable business hours at the Seller’s principal place
      of business. The Buyer and/or his adviser(s) have had a reasonable opportunity
      to ask questions of and receive answers from the Seller, 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. 

    


    4.5 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 Exhibit A attached hereto is Buyer’s
      residence or place of business and is not created or used solely for the purpose
      of acquiring the Securities and Buyer is not purchasing the Securities for
      the
      account or benefit of any person in any jurisdiction other than such
      jurisdiction;

    


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

    


    4.7 Certain
      Securities Matters.
      In
      reliance upon the Buyer’s representations and warranties in this Agreement
      (including Appendix A and B 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 the 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). Buyer
      has
      not received or been provided with a prospectus, offering memorandum or sales
      or
      advertising literature and Buyer’s decision to purchase the Securities was not
      based upon and Buyer has not relied upon any verbal or written representations
      as to fact made by Seller or any other person but that Buyer’s decision was
      based upon the information about Seller which is publicly
      available.

     

    
      
        
        

      

      
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    4.8 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 the 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. 

    


    4.9 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.

    


    The
      following additional legend shall be set forth on certificates representing
      the
      Securities issued to Buyers resident in Canada:

    


    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE
      LATER
      OF (I) [insert issuance date of warrants], AND (II) THE DATE THE ISSUER BECAME
      A
      REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

    


    4.10 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.

     

    
      
        
        

      

      
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    4.11 Source
      of Funds.
      The
      Buyer has taken such measures as are required by law to assure that the funds
      used to pay to the Seller the purchase price for the Securities are derived:
      (i)
      from transactions that do not violate United States law nor, to the extent
      such
      funds originate outside the United States, do not violate the laws of the
      jurisdiction in which they originated; and (ii) from permissible sources under
      United States law and to the extent such funds originate outside the United
      States, under the laws of the jurisdiction in which they
      originated.

    


    4.12 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.

    


    4.13 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.

     

    
      
        
        

      

      
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    4.14 Appendix.
      Each
      Buyer has accurately and truthfully completed Appendix A attached hereto. Each
      Buyer that is a resident of Canada or is otherwise subject to the securities
      laws of any Province of Canada (a “Canadian Buyer”) has accurately and
      truthfully also completed Appendix B attached hereto.

     

    4.15 Canadian
      Representations.
      Each
      Canadian Buyer hereby represents and warrants to Seller the representations,
      warranties and acknowledgements set out in Exhibit
      E
      attached
      hereto.

    


    5. 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.

     

    6. Conditions
      Precedent to the Obligation of Buyer to Close.
      The
      obligation of each Buyer 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 Buyer in writing:

     

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

     

    6.2. Consents.
      Seller
      shall have obtained any consents necessary to effectuate this Agreement and
      to
      consummate the transactions contemplated hereby.

     

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

     

    7. 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:

     

    7.1. Agreements
      and Conditions.
      On or
      before the Closing Date, 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.

     

    7.2. Payment
      of Purchase Price.
      Buyer
      shall have paid to Seller the entire Purchase Price.

     

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

     

    
      
        
        

      

      
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    7.4. Appendices.
      Buyer
      shall have completed and delivered to the Seller Appendix A or Appendix B,
      as
      the case may be, to this Agreement, which shall be acceptable to the Seller,
      in
      Seller’s discretion.

     

    8. Miscellaneous.

     

    8.1. Publicity.
      Subject
      to the requirements of the applicable securities laws, no publicity release
      or
      announcement concerning this Agreement or the transactions contemplated hereby
      shall be issued without advance approval of the form and substance thereof
      by
      Buyer and Seller jointly.

     

    8.2. 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:

     

    Levin
      & Partners, P.C.

    139
      East
      63rd
      Street

    New
      York,
      NY 10021

    Attention: Igor
      Levin

    Facsimile: (212)
      504-3060

    


    And

    


    Aird
      & Berlis LLP

    BCE
      Place

    1800
      -
      181 Bay Street

    Toronto,
      Ontario M5J 2T9

    Attention: Richard
      M. Kimel

    Facsimile: (416)
      863-1515

    


    
      	 	
              (ii)

            	
              If
                to Buyer: to the address listed on Exhibit
                A
                hereto

            


    

     

    8.3. 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 of any provision of this Agreement shall
      be
      effective unless it is in writing and signed by each of the parties hereto
      and
      no waiver of any provision of this Agreement, nor consent to any departure
      by
      either party from it, shall be effective unless it is in writing and signed
      by
      the affected party, and then such waiver or consent shall be effective only
      in
      the specific instance and for the specific purpose for which given.

     

    
      
        
        

      

      
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    (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.


     

    8.4. 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 Idaho, 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 Boise, Idaho. Each party hereto hereby irrevocably submits to the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of
      Boise, Idaho 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. 

     

    8.5. Expenses.
      Seller
      and 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.

     

    8.6. Certain
      Agreements.
      Each
      Buyer agrees with the Seller as follows:

     

    (a) Each
      Buyer acknowledges that the Seller is presently in negotiations with respect
      to
      a merger with a publicly traded U.S. company. If the Seller’s Board of Directors
      shall approve such merger, then each Buyer agrees to vote all of its Securities
      in favor of such merger, all on terms and conditions as approved by the Board
      of
      Directors.

     

    
      
        
        

      

      
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    (b) Each
      Buyer agrees that prior to the effectiveness of a Registration Statement, as
      contemplated by the Registration Rights Agreement, Buyer shall not sell,
      transfer, assign or pledge any Common Stock, Warrants or shares issued upon
      exercise of the Warrants or any of its rights under this Agreement or the
      Registration Rights Agreement, without the Seller’s prior written consent, which
      may be granted or withheld in the Seller’s absolute discretion, provided,
      however, that the Seller’s consent shall not be unreasonably withheld in the
      case of sales, transfers, assignments or pledges in favor of an immediate family
      member of a Buyer who is a natural person (including, trusts in favor of such
      persons) or if the Buyer is a legal entity, in favor of an entity controlled
      by
      or under common control with such legal entity, provided, further, however,
      that
      if the Seller shall so grant its consent, that the Seller shall receive a
      counterpart signature page to this Agreement agreeing to be bound hereby
      (including, the Appendices and Exhibits hereto) and such other items and
      opinions as the Seller shall reasonably request. A change of control of a Buyer
      that is a legal entity (whether as a result of transfer of equity or as a result
      of the change of a majority of its directors) shall be deemed a transfer
      pursuant to this clause. A Buyer’s right as a Purchaser under the Registration
      Rights Agreement (as such term is defined therein) may only be transferred
      to a
      transferee permitted pursuant to the terms of this Section.

     

    Section
      8.7. Certain
      Voting Agreements.
      Each
      Buyer agrees with the Seller as follows:

     

    (a) Each
      Buyer agrees that it shall not vote any of its Securities in favor of the
      election of directors to (or the removal of directors from) the Seller’s Board
      of Directors unless such election or removal shall have been approved by a
      majority of the holders of Common Stock prior to giving effect to the sale
      of
      Securities pursuant to this Agreement.

     

    (b) In
      connection with any matter that would require the vote of shareholders under
      Delaware (or any other corporate) law, each Buyer agrees that it will cast
      its
      vote in the same manner as a majority of the holders of Common Stock prior
      to
      giving effect to the sale of Securities pursuant to this Agreement.

     

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

     

    Seller:

    


    RxELITE
      HOLDINGS INC.

    


    


    By:____________________________________

    Name:
      

    Title:
      

    


    Buyer:

    


    


    _______________________________________

    


    By:____________________________________

    Name:
      

    Title:
      

     


    
      
        
        

      

      
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    APPENDIX
      A

    


    THIS
      APPENDIX MUST BE COMPLETED BY EACH 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.


    
      
        
        

      

      
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    APPENDIX
      B

     

    THIS
      APPENDIX MUST BE COMPLETED BY EACH BUYER THAT IS RESIDENT IN
      CANADA


     

    PLEASE
      MARK YOUR INITIALS BESIDE THE CATEGORY TO WHICH YOU BELONG

     

    In
      connection with the purchase by the undersigned purchaser (“Canadian
      Buyer”)
      of
      Securities of the Seller, Canadian Buyer or the undersigned on behalf of
      Canadian Buyer, as the case may be, certifies for the benefit of
      Seller:

     

    Canadian
      Buyer, or one or more beneficial purchaser(s) for whom Canadian Buyer is acting,
      is a resident of, or the purchase and sale of securities to Canadian Buyer
      is
      otherwise subject to the securities legislation of, a Province or Territory
      of
      Canada and Canadian Buyer is (and will at the time of acceptance of the
      subscription be) an accredited investor within the meaning of National
      Instrument 45-106 - Prospectus
      and Registration Exemptions
      (“NI
      45-106”)
      because
      Canadian Buyer, or beneficial purchaser(s) is/are: 

     

    (a) a
      Canadian financial institution, or a bank listed in Schedule III of the
Bank
      Act
      (Canada);

     

    (b) the
      Business Development Bank of Canada incorporated under the Business
      Development Bank Act
      (Canada);

     

    (c) a
      subsidiary of any person referred to in paragraphs (a) or (b), if the person
      owns all of the voting securities of the subsidiary, except the voting
      securities required by law to be owned by directors of that
      subsidiary;

     

    (d) a
      person
      registered under the securities legislation of a jurisdiction of Canada as
      an
      adviser or dealer, other than a person registered solely as a limited market
      dealer under one or both of the Securities
      Act
      (Ontario) or the Securities
      Act
      (Newfoundland and Labrador);

     

      
      (e) an
      individual registered or formerly registered under the securities legislation
      of
      a jurisdiction of Canada as a representative of a person referred to in
      paragraph (d);

     

    
      
        
        

      

      
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    (f) the
      Government of Canada or a jurisdiction of Canada, or any crown corporation,
      agency or wholly owned entity of the Government of Canada or a jurisdiction
      of
      Canada;

     

    (g) a
      municipality, public board or commission in Canada and a metropolitan community,
      school board, the Comité de gestion de la taxe scolaire de l’ le de
      Montréal or an intermunicipal management board in Québec;

     

    (h) any
      national, federal, state, provincial, territorial or municipal government of
      or
      in any foreign jurisdiction, or any agency of that government;

     

    (i) a
      pension
      fund that is regulated by either the Office of the Superintendent of Financial
      Institutions (Canada) or a pension commission or similar regulatory authority
      of
      a jurisdiction of Canada;

     

    (j) an
      individual who, either alone or with a spouse, beneficially owns, directly
      or
      indirectly, financial assets having an aggregate realizable value that before
      taxes, but net of any related liabilities, exceeds CDN$1,000,000;

     

    (k) an
      individual whose net income before taxes exceeded CDN$200,000 in each of the
      two
      most recent calendar years or whose net income before taxes combined with that
      of a spouse exceeded CDN$300,000 in each of the two most recent calendar years
      and who, in either case, reasonably expects to exceed that net income level
      in
      the current calendar year;

     

    (l) an
      individual who, either alone or with a spouse, has net assets of at least
      CDN$5,000,000;

     

    (m) a
      person,
      other than an individual or an investment fund, that has net assets of at least
      CDN$5,000,000, as shown on its most recently prepared financial
      statements;

     

    (n) an
      investment fund that distributes or has distributed its securities only
      to:

     

    (i) a
      person
      that is or was an accredited investor at the time of the
      distribution,

     

    (ii) a
      person
      that acquires or acquired securities in the circumstances referred to in
      sections 2.10 of NI 45-106 (where the person subscribes for a minimum amount
      investment) and 2.19 of NI 45-106 (where the person makes an additional
      investment in investment funds), or

     

    
      
        
        

      

      
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    (iii) a
      person
      described in paragraph (i) or (ii) that acquires or acquired securities under
      section 2.18 of NI 45-106 (investment fund reinvestment);

     

    (o) an
      investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the regulator or, in Québec,
      the securities regulatory authority, has issued a receipt;

     

    (p) a
      trust
      company or trust corporation registered or authorized to carry on business
      under
      the Trust
      and Loan Companies Act (Canada)
      or under comparable legislation in a jurisdiction of Canada or a foreign
      jurisdiction acting on behalf of a fully managed account managed by the trust
      company or trust corporation, as the case may be;

     

    (q) a
      person
      acting on behalf of a fully managed account managed by that person, if that
      person

     

    (i) is
      registered or authorized to carry on business as an adviser or the equivalent
      under the securities legislation of a jurisdiction of Canada or a foreign
      jurisdiction, and

     

    (ii) in
      Ontario, is purchasing a security that is not a security of an investment
      fund;

     

    (r) a
      registered charity under the Income
      Tax Act (Canada)
      that, in regard to the trade, has obtained advice from an eligibility adviser
      or
      an adviser registered under the securities legislation of the jurisdictions
      of
      the registered charity to give advice on the securities being
      traded;

     

    (s) an
      entity
      organized in a foreign jurisdiction that is analogous to any of the entities
      referred to in paragraphs (a) to (d) or paragraph (i) in form and
      function;

     

    (t) a
      person
      in respect of which all of the owners of interests, direct, indirect or
      beneficial, except the voting securities required by law to be owned by
      directors, are persons that are accredited investors;

     

    (u) an
      investment fund that is advised by a person registered as an adviser or a person
      that is exempt from registration as an adviser; or

     

    (v) a
      person
      that is recognized or designated by the securities regulatory authority or,
      except in Ontario and Québec, the regulator as

     

    
      
        
        

      

      
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    (i) 
      an
      accredited investor, or

     

    (ii) an
      exempt
      purchaser in Alberta or British Columbia after NI 45-106 comes into
      force.

     

    Interpretative
      Aids

     

    The
      following definitions relate to certain of the categories of NI 45-106 -
      Accredited Investor set forth above:

     

    
      	 	
              (a)

            	
              “bank”
                means a bank named in Schedule I or II of the Bank
                Act
                (Canada);

            


    

     

    
      	 	
              (b)

            	
              “Canadian
                financial institution” means

            


    

     

    
      	 	
              (i)

            	
              an
                association governed by the Cooperative
                Credit Associations Act (Canada)
                or a central cooperative credit society for which an order has been
                made
                under section 473(1) of that Act,
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                bank, loan corporation, trust company, trust corporation, insurance
                company, treasury branch, credit union, caisse populaire, financial
                services cooperative, or league that, in each case, is authorized
                by an
                enactment of Canada or a jurisdiction of Canada to carry on business
                in
                Canada or a jurisdiction of Canada;

            


    

     

    
      	 	
              (c)

            	
              “control
                person” has the same meaning as in securities legislation except in
                Manitoba, Newfoundland and Labrador, Northwest Territories, Nova
                Scotia,
                Nunavut, Ontario, Prince Edward Island and Québec where control person
                means any person that holds or is one of a combination of persons
                that
                holds

            


    

     

    
      	 	
              (i)

            	
              a
                sufficient number of any of the securities of an issuer so as to
                affect
                materially the control of the issuer,
                or

            


    

     

    
      	 	
              (ii)

            	
              more
                than 20% of the outstanding voting securities of an issuer except
                where
                there is evidence showing that the holding of those securities does
                not
                affect materially the control of the
                issuer;

            


    

     

    
      	 	
              (d)

            	
              “director”
                means:

            


    

     

    
      
        
        

      

      
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              (i)

            	
              a
                member of the board of directors of a company or an individual who
                performs similar functions for a company,
                and

            


    

     

    
      	 	
              (ii)

            	
              with
                respect to a person that is not a company, an individual who performs
                functions similar to those of a director of a
                company;

            


    

     

    
      	 	
              (e)

            	
              “eligibility
                adviser” means 

            


    

     

    
      	 	
              (i)

            	
              a
                person that is registered as an investment dealer or in an equivalent
                category of registration under the securities legislation of the
                jurisdiction of a purchaser and authorized to give advice with respect
                to
                the type of security being distributed,
                and

            


    

     

    
      	 	
              (ii)

            	
              in
                Saskatchewan and Manitoba, also means a lawyer who is a practicing
                member
                in good standing with a law society of a jurisdiction of Canada or
                a
                public accountant who is a member in good standing of an institute
                or
                association of chartered accountants, certified general accountants
                or
                certified management accountants in a jurisdiction of Canada provided
                that
                the lawyer or public accountant must
                not

            


    

     

    
      	 	
              (A)

            	
              have
                a professional, business or personal relationship with the issuer,
                or any
                of its directors, executive officer, founders, or control persons,
                and

            


    

     

    
      	 	
              (B)

            	
              have
                acted for or been retained personally or otherwise as an employee,
                executive officer, director, associate or partner of a person that
                has
                acted for or been retained by the issuer or any of its directors,
                executive officers, founders or control persons within the previous
                12
                months;

            


    

     

    
      	 	
              (f)

            	
              “executive
                officer” means, for an issuer, an individual who
                is

            


    

     

    
      	 	
              (i)

            	
              a
                chair, vice-chair or president,

            


    

     

    
      	 	
              (ii)

            	
              a
                vice-president in charge of a principal business unit, division or
                function including sales, finance or
                production,

            


    

     

    
      	 	
              (iii)

            	
              an
                officer of the issuer or any of its subsidiaries and who performs
                a
                policy-making function in respect of the issuer,
                or

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              performing
                a policy-making function in respect of the
                issuer;

            


    

     

    
      	 	
              (g)

            	
              “financial
                assets” means

            


    

     

    
      	 	
              (i)

            	
              cash,

            


    

     

    
      	 	
              (ii)

            	
              securities,
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                contract of insurance, a deposit or an evidence of a deposit that
                is not a
                security for the purposes of securities
                legislation;

            


    

     

    
      	 	
              (h)

            	
              “founder”
                means, in respect of an issuer, a person
                who,

            


    

     

    
      	 	
              (i)

            	
              acting
                alone, in conjunction, or in concert with one or more persons, directly
                or
                indirectly, takes the initiative in founding, organizing or substantially
                reorganizing the business of the issuer,
                and

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the trade is actively involved in the business of the
                issuer;
                

            


    

     

    
      	 	
              (i)

            	
              “foreign
                jurisdiction” means a country other than Canada or a political subdivision
                of a country other than Canada;

            


    

     

    
      	 	
              (j)

            	
              “fully
                managed account” means an account of a client for which a person makes the
                investment decisions if that person has full discretion to trade
                in
                securities for the account without requiring the client's express
                consent
                to a transaction;

            


    

     

    
      	 	
              (k)

            	
              “investment
                fund” has the same meaning as in National Instrument 81-106 - Investment
                Fund Continuous Disclosure;

            


    

     

    
      	 	
              (l)

            	
              “jurisdiction”
                means a province or territory of Canada except when used in the term
                foreign jurisdiction;

            


    

     

    
      	 	
              (m)

            	
              “non-redeemable
                investment fund” means an issuer,

            


    

     

    
      	 	
              (i)

            	
              where
                contributions of securityholders are pooled for
                investment,

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              where
                securityholders do not have day-to-day control over the management
                and
                investment decisions of the issuer, whether or not they have the
                right to
                be consulted or to give directions,
                and

            


    

     

    
      	 	
              (iii)

            	
              whose
                securities do not entitle the securityholder to receive on demand,
                or
                within a specified period after demand, an amount computed by reference
                to
                the value of a proportionate interest in the whole or in part of
                the net
                assets of the issuer;

            


    

     

    
      	 	
              (n)

            	
              “person”
                includes

            


    

     

    
      	 	
              (i)

            	
              an
                individual,

            


    

     

    
      	 	
              (ii)

            	
              a
                corporation,

            


    

     

    
      	 	
              (iii)

            	
              a
                partnership, trust, fund and an association, syndicate, organization
                or
                other organized group of persons, whether incorporated or not,
                and

            


    

     

    
      	 	
              (iv)

            	
              an
                individual or other person in that person's capacity as a trustee,
                executor, administrator or personal or other legal
                representative;

            


    

     

    
      	 	
              (o)

            	
              “regulator”
                means, for the local jurisdiction, the Executive Director as defined
                under
                securities legislation of the local
                jurisdiction;

            


    

     

    
      	 	
              (p)

            	
              “related
                liabilities” means

            


    

     

    
      	 	
              (i)

            	
              liabilities
                incurred or assumed for the purpose of financing the acquisition
                or
                ownership of financial assets, or

            


    

     

    
      	 	
              (ii)

            	
              liabilities
                that are secured by financial
                assets;

            


    

     

    
      	 	
              (q)

            	
              “Schedule
                III bank” means an authorized foreign bank named in Schedule III of the
                Bank
                Act
                (Canada);

            


    

     

    
      	 	
              (r)

            	
              “spouse”
                means, an individual who,

            


    

     

    
      
        
        

      

      
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              (i)

            	
              is
                married to another individual and is not living separate and apart
                within
                the meaning of the Divorce
                Act
                (Canada), from the other
                individual,

            


    

     

    
      	 	
              (ii)

            	
              is
                living with another individual in a marriage-like relationship, including
                a marriage-like relationship between individuals of the same gender,
                or

            


    

     

    
      	 	
              (iii)

            	
              in
                Alberta, is an individual referred to in paragraph (i) or (ii) above,
                or
                is an adult interdependent partner within the meaning of the Adult
                Interdependent Relationships Act (Alberta);
                

            


    

     

    
      	 	
              (s)

            	
              “subsidiary”
                means an issuer that is controlled directly or indirectly by another
                issuer and includes a subsidiary of that
                subsidiary;

            


    

     

    
      	 	
              (t)

            	
              An
                issuer is an affiliate of another issuer
                if:

            


    

     

    
      	 	
              (i)

            	
              one
                of them is the subsidiary of the other,
                or

            


    

     

    
      	 	
              (ii)

            	
              each
                of them is controlled by the same person,
                and

            


    

     

    
      	 	
              (u)

            	
              A
                person (first person) is considered to control another person (second
                person) if:

            


    

     

    
      	 	
              (i)

            	
              the
                first person, directly or indirectly, beneficially owns or exercises
                control or direction over securities of the second person carrying
                votes
                which, if exercised, would entitle the first person to elect a majority
                of
                the directors of the second person, unless that first person holds
                the
                voting securities only to secure an
                obligation,

            


    

     

    
      	 	
              (ii)

            	
              the
                second person is a partnership, other than a limited partnership,
                and the
                first person holds more than 50% of the interest of the partnership,
                or

            


    

     

    
      	 	
              (iii)

            	
              the
                second person is a limited partnership and the general partner of
                the
                limited partnership is the first
                person.

            


    


    
      
        
        

      

      
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    EXHIBIT
      A

    
 

    
      	
              Name

               

            	 	
              Address

               

            	 	
              #
                Shares of Common Stock

               

            	 	
              #
                Warrants 

               

            	 	
              Purchase
                Price

               

            
	 	 	 	 	 	 	 	 	US$


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    Form
      of
      Registration Rights Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    WARRANT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    WIRE
      TRANSFER INSTRUCTIONS

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    CANADIAN
      BUYER REPRESENTATIONS

    


    Each
      of
      the Canadian Buyers, severally and not jointly, hereby represents, warrants
      and
      acknowledges to Seller as follows:

     

    (a) the
      jurisdiction referred to under “Address” in Exhibit A attached hereto is
      Canadian Buyer’s residence or place of business and is not created or used
      solely for the purpose of acquiring the Securities and Canadian Buyer is not
      purchasing the Securities for the account or benefit of any person in any
      jurisdiction other than such jurisdiction;

     

    (b) Canadian
      Buyer is acting for Canadian Buyer’s own account and is acquiring the Securities
      as principal, to be held for investment purposes only and not with a view to
      resale or distribution (or Canadian Buyer is a duly licensed trust company
      or
      insurance company, or a duly registered dealer or adviser and is subscribing
      for
      the Securities for the portfolio of a person managed solely by such company,
      dealer or adviser);

     

    (c) Canadian
      Buyer meets the definition of “accredited investor” pursuant to National
      Instrument 45-106 - Prospectus and Registration Exemptions and has delivered
      to
      Seller together with this Agreement a fully executed Certificate of Accredited
      Investor set out as Appendix B hereto;

     

    (d) no
      securities commission or similar regulatory authority has reviewed or passed
      on
      the merits of the Securities;

     

    (e) the
      Securities issued hereunder are subject to resale restrictions under applicable
      securities legislation. Canadian Buyer agrees not to resell and not to cause
      any
      purchaser of Securities to resell the Securities in Canada or to any Canadian
      person for a period of at least four months following the Closing Date, or
      for
      such period as is prescribed by applicable securities laws, whichever is longer,
      and to file all required reports of the resale of the Securities as may be
      required by applicable securities laws within the time periods
      prescribed;

     

    (f) the
      certificates representing the Securities will bear the legend set forth in
      Section 4.9;

     

    (g) Canadian
      Buyer has not received or been provided with a prospectus, offering memorandum
      or sales or advertising literature and Canadian Buyer’s decision to purchase the
      Securities was not based upon and Canadian Buyer has not relied upon any verbal
      or written representations as to fact made by Seller or any other person but
      that Canadian Buyer’s decision was based upon the information about Seller which
      is publicly available;

     

    (h) no
      person
      has made any written or oral representations:

     

    (i) that
      any
      person will resell or repurchase the Securities;

     

    (ii) that
      any
      person will refund the aggregate Purchase Price for the Securities;
      or

     

    (iii) as
      to the
      future price or value of the Securities;

     

    (i) Canadian
      Buyer is not purchasing the Securities with knowledge of material information
      concerning Seller which has not been generally disclosed;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j) Canadian
      Buyer’s purchase of the Securities has not been made through or as a result of,
      and the distribution of the Securities is not being accompanied by, an
      advertisement, including in electronic display, or general
      solicitation;

     

    (k) Seller
      is
      relying on an exemption from the requirement to provide Canadian Buyer with
      a
      prospectus under applicable securities laws and, as a consequence of acquiring
      the Securities pursuant to such exemption, certain protections, rights and
      remedies provided by applicable securities laws, including statutory rights
      of
      rescission or damages, may not be available to Canadian Buyer (depending on
      the
      jurisdiction in which Canadian Buyer resides);

     

    (l) Canadian
      Buyer has been advised to consult its own legal advisors with respect to trading
      in the Securities and with respect to resale restrictions imposed thereon by
      applicable securities laws;

     

    (m) Canadian
      Buyer is solely responsible (and Seller is not in any way responsible) for
      compliance with applicable resale restrictions under applicable securities
      laws;

     

    (n) to
      Canadian Buyer’s knowledge, none of the funds being used to purchase the
      Securities are proceeds obtained or derived directly or indirectly as a result
      of illegal activity;

     

    (o)
       Canadian
      Buyer is not and any beneficial purchaser for whom Canadian Buyer is contracting
      hereunder is not a promoter of Seller within the meaning of applicable
      securities laws;

     

    (p) in
      order
      to comply with Canadian legislation aimed at the prevention of money laundering,
      Seller may require additional information concerning investors from time to
      time, and Canadian Buyer agrees to provide all such information. Canadian Buyer
      further acknowledges that if, as a result of any information or other matter
      which comes to Seller’s attention, any director, officer or employee of Seller,
      or its professional advisers, knows or suspects that a Canadian Buyer is engaged
      in money laundering, such person is required to report such information or
      other
      matter to the Financial Transactions and Reports Analysis Centre of Canada
      and
      such report shall not be treated as a breach of any restriction upon the
      disclosure of information imposed by Canadian law or otherwise; and

     

    (q) if
      Canadian Buyer is resident in the Province of Ontario, Seller is required to
      file an Authorization of Indirect Collection of Personal Information for
      Distributions in Ontario, which contains Canadian Buyer’s personal information
      and details of the sale of the Common Stock and Warrants. Canadian Buyer is
      hereby notified: (i) of the delivery to the Ontario Securities Commission of
      Canadian Buyer’s full name, residential address and telephone number; (ii) that
      this information is being collected indirectly by the Ontario Securities
      Commission under the authority granted to it in securities legislation; (iii)
      that this information is being collected for the purposes of the administration
      and enforcement of the securities legislation of Ontario; and (iv) that the
      public official set out below can answer questions about the Ontario Securities
      Commission’s indirect collection of the information. By signing this Agreement,
      Canadian Buyer hereby authorizes the indirect collection of the information
      by
      the Ontario Securities Commission.

     

    Ontario
      Securities Commission

    Suite
      1903, Box 5520 Queen Street West

    Toronto,
      Ontario M5H 3S8

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Telephone: (416)
      593-3682

    Facsimile: (416)
      593-8252

    


    Public
      official contact regarding indirect collection of information:

    Administrative
      Assistant to the Director of Corporate Finance

    


    Telephone: (416)
      593-8086