Unassociated Document


    ESCROW
      DEPOSIT AGREEMENT

    


    AGREEMENT
      dated
      this ____ day of [ ______ ] 2007, by and among RxElite
      Holdings, Inc.,
      a
      Delaware corporation (the “Company”),
      having an address at 1404 N. Main Street, Suite 200, Meridian, Idaho 83642,
      [___________] (the “Investor
      Representative”)
      and
SIGNATURE
      BANK (the
      “Escrow
      Agent”),
      a New
      York State chartered bank, having an office at 300 Park Avenue, New York, New
      York 10022.

     

    WITNESSETH:
      

    


    WHEREAS,
      the
      Company is offering (the “Offering”)
      a
      minimum of $5,000,000 (the “Minimum
      Amount”)
      of the
      Company’s units (the “Units”),
      each
      Unit consisting of one share of the Company’s common stock, par value $0.00237
      per share (the “Common
      Stock”)
      and a
      detachable warrant to purchase 1⁄2 of one share of Common Stock at an exercise
      price of $0.85 per share;

     

    WHEREAS,
      unless
      the Offering is completed by ________, 2007 (the “Termination
      Date”),
      unless extended by the Company and the Investor Representative for up at an
      additional 1-week period (the “Final
      Termination Date”),
      the
      Offering will terminate and all funds will be returned to the subscribers in
      the
      Offering (the “Subscribers”)
      without interest, penalty or offset;

     

    WHEREAS,
      immediately prior to the initial closing of the Offering, Subscribers will
      be
      provided a draft Current Report on Form 8-K (the “Form
      8-K”),
      and
      in connection therewith Subscribers will be asked to execute a reconfirmation
      of
      their desire to subscribe for the Units in the Offering;

     

    WHEREAS,
      the
      Company desires to establish an escrow account with the Escrow Agent into which
      the Company shall instruct the Subscribers to deposit checks and other
      instruments or wire funds for the payment of money made payable to the order
      of
“Signature Bank, as Escrow Agent for RxElite Holdings, Inc.,” and Escrow Agent
      is willing to accept said checks and other instruments and wires for the payment
      of money in accordance with the terms hereinafter set forth;

     

    WHEREAS,
      the
      Company represents and warrants to the Escrow Agent that it has not stated
      to
      any individual or entity that the Escrow Agent’s duties will include anything
      other than those duties stated in this Agreement; and

     

    WHEREAS,
      the
      Company represents and warrants to the Escrow Agent that a copy of all documents
      that have been delivered to Subscribers and third parties that include Escrow
      Agent’s name and duties, have been attached hereto as Schedule I.

     

    NOW,
      THEREFORE, IT IS AGREED as
      follows:

     

    1. Delivery
      of Escrow Funds.

     

    (a) The
      Company shall instruct Subscribers to deliver to Escrow Agent checks made
      payable to the order of “Signature Bank, as Escrow Agent for RxElite Holdings,
      Inc.”, or wire transfer to [___________] for credit to Signature Bank, as Escrow
      Agent for RxElite Holdings, Inc., Account No. _____________, in each case,
      with
      the name, address and social security number or taxpayer identification number
      of the individual or entity making payment. In the event any Subscriber’s
      address and/or social security number or taxpayer identification number are
      not
      provided to Escrow Agent by the Subscriber, then the Company and the Investor
      Representative agree to promptly provide Escrow Agent with such information
      (unless the Subscriber is a non-U.S. person). The checks or wire transfers
      shall
      be deposited into a non-interest-bearing account at Signature Bank entitled
      “Signature Bank, as Escrow Agent for RxElite Holdings, Inc.” (the “Escrow
      Account”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      collected funds deposited into the Escrow Account are referred to as the
“Escrow
      Funds.”

     

    (c) Escrow
      Agent shall have no duty or responsibility to enforce the collection or demand
      payment of any funds deposited into the Escrow Account. If, for any reason,
      any
      check deposited into Escrow Account shall be returned unpaid to the Escrow
      Agent, the sole duty of the Escrow Agent shall be to return the check to the
      Subscriber and advise the Company promptly thereof.

     

    (d) Escrow
      Agent shall hold all Escrow Funds in the Escrow Account free from any lien,
      claim or offset of Escrow Agent, except as set forth herein.

     

    2. Release
      of Escrow Funds.
      The
      Escrow Funds shall be paid by the Escrow Agent in accordance with the
      following:

     

    (a) In
      the
      event that the Company and the Investor Representative advise Escrow Agent
      in
      writing that the Offering has been terminated (the “Termination
      Notice”),
      Escrow Agent shall promptly return the funds paid by each Subscriber to said
      Subscriber without interest or deduction, penalty or expense.

     

    (b) If
      prior
      to 3:00 P.M. (local New York City time) on the Termination Date, Escrow Agent
      receives written notification, in the form of Exhibit A, attached hereto and
      made a part hereof, and signed by the Company and the Investor Representative,
      stating that the Termination Date has been extended, the date shall be so
      extended to the Final Termination Date.

     

    (c) Provided
      that the Escrow Agent does not receive the Termination Notice stated in
      paragraph 2(a) above and there is the Minimum Amount deposited into the Escrow
      Account on or prior to the end of the Termination Date or the Final Termination
      Date (if Escrow Agent has, prior to the Termination Date, received Exhibit
      A in
      accordance with paragraph 2(b) above), Escrow Agent shall, upon receipt of
      written instructions, in form and substance satisfactory to Escrow Agent,
      received from the Company and the Investor Representative (including a
      representation from the Company that the Company has furnished each Subscriber
      with the Form 8-K and that each Subscriber reconfirmed its investment in the
      Offering following receipt of the Form 8-K), pay the Escrow Funds in accordance
      with such written instructions, such payment or payments to be made by wire
      transfer within one (1) business day of receipt of such written instructions.
      The same procedures shall be coordinated with respect to any subsequent closings
      occurring prior to the Termination Date (if Escrow Agent has, prior to the
      Termination Date, received Exhibit A in accordance with paragraph 2(b)
      above).

     

    
      
        
        

      

      
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    (d) If
      by
      3:00 P.M. (local New York City time) on the later of the Termination Date or
      the
      Final Termination Date (if Escrow Agent has received Exhibit A, in accordance
      with paragraph 2(b) above), Escrow Agent (i) has not received written
      instructions from the Company and the Investor Representative and wire transfer
      instructions executed by the Company and the Investor Representative regarding
      the disbursement of the Escrow Funds and payment of fees and expenses of the
      Offering, or (ii) there is a balance in Escrow Account of less than the Minimum
      Amount, the Escrow Agent shall promptly return the Escrow Funds to the
      Subscribers without interest or deductions, penalty or expense. The Escrow
      Funds
      returned to each Subscriber shall be free and clear of any and all claims of
      Escrow Agent.

     

    (e) Escrow
      Agent shall not be required to pay any uncollected funds or any funds which
      are
      not available for withdrawal.

     

    (f) If
      the
      Termination Date or any other date that is a deadline under this Agreement
      for
      giving Escrow Agent notice or instructions or for the Escrow Agent to take
      action is not a Banking Day, then such date shall be changed to the Banking
      Day
      that immediately precedes such date. A “Banking
      Day”
is
      any
      day other than a Saturday, Sunday or a day that a New York State chartered
      bank
      is not legally obligated to be opened.

     

    (g) The
      Company may reject or cancel any subscription in the Offering in whole or in
      part. If payment for any such rejected or canceled subscription has been
      delivered to Escrow Agent, the Company will inform Escrow Agent of the rejection
      or cancellation, and Escrow Agent upon receiving such notice shall promptly
      return such funds to said Subscriber, but in no event prior to those funds
      becoming collected and available for withdrawal. In addition, Subscribers are
      required to reconfirm their subscription upon receipt of the Form 8-K.
      Subscribers who do not reconfirm their subscription will be entitled to a return
      of their subscription funds, without interest or deduction, and Escrow Agent
      upon receiving written notice from the Company shall promptly return such funds
      to such Subscribers.

     

    (h) Notwithstanding
      anything to contrary that may be contained herein, any Subscribers may instruct
      Escrow Agent to return such Subscriber’s subscriptions at any time prior to a
      closing on such Subscriber’s funds in accordance with the terms set forth
      herein. Upon receipt of such an instruction, Escrow Agent shall promptly return
      such funds to said Subscriber.

     

    3. Acceptance
      by Escrow Agent.
      Escrow
      Agent hereby accepts and agrees to perform its obligations hereunder, provided
      that:

     

    (a) Escrow
      Agent may act in reliance upon any signature believed by it to be genuine,
      and
      may assume that any person who has been designated by the Company and any other
      person to give any written instructions, notice or receipt, or make any
      statements in connection with the provisions hereof has been duly authorized
      to
      do so. Escrow Agent shall have no duty to make inquiry as to the genuineness,
      accuracy or validity of any statements or instructions or any signatures on
      statements or instructions. The names and true signatures of each individual
      authorized to act singly on behalf of the Company and other persons are stated
      in Schedule II, which is attached hereto and made a part hereof. The Company
      and
      each other person may each remove or add one or more of its authorized signers
      stated on Schedule II by notifying the Escrow Agent of such change in accordance
      with this Agreement, which notice shall include the true signature for any
      new
      authorized signatories.

     

    
      
        
        

      

      
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    (b) Escrow
      Agent may act relative hereto in reliance upon advice of counsel in reference
      to
      any matter connected herewith. The Escrow Agent shall not be liable for any
      mistake of fact or error of judgment or law, or for any acts or omissions of
      any
      kind, unless caused by its willful misconduct or gross negligence.

     

    (c) The
      Company and the Investor Representative agree to indemnify and hold Escrow
      Agent
      harmless from and against any and all claims, losses, costs, liabilities,
      damages, suits, demands, judgments or expenses (including but not limited to
      reasonable attorney’s fees) claimed against or incurred by Escrow Agent, in good
      faith, arising out of or related, directly or indirectly, to this Escrow
      Agreement unless caused by a breach of this Escrow Agreement by Escrow Agent
      or
      by Escrow Agent’s gross negligence or willful misconduct.

     

    (d) In
      the
      event that Escrow Agent shall be uncertain as to its duties or rights hereunder,
      Escrow Agent shall be entitled to (i) refrain from taking any action other
      than
      to keep safely the Escrow Funds until it shall be directed otherwise by a court
      of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of
      competent jurisdiction.

     

    (e) Escrow
      Agent shall have no duty, responsibility or obligation to interpret or enforce
      the terms of any agreement other than Escrow Agent’s obligations hereunder, and
      the Escrow Agent shall not be required to make a request that any monies be
      delivered to the Escrow Account, it being agreed that the sole duties and
      responsibilities of Escrow Agent, to the extent not prohibited by applicable
      law, shall be (i) to accept checks or other instruments for the payment of
      money
      and wire transfers delivered to Escrow Agent for the Escrow Account and deposit
      said checks and wire transfers into the non-interest bearing Escrow Account,
      and
      (ii) to disburse or refrain from disbursing the Escrow Funds as stated above,
      provided that the checks received by Escrow Agent have been collected and are
      available for withdrawal.

     

    4. Resignation
      and Termination of the Escrow Agent.
      Escrow
      Agent may resign at any time by giving 30 days’ prior written notice of such
      resignation to the Company and the Investor Representative. Upon providing
      such
      notice, Escrow Agent shall have no further obligation hereunder except to hold
      the Escrow Funds that it receives until the end of such 30-day period. In such
      event, Escrow Agent shall not take any action, other than receiving and
      depositing funds, until the Company and the Investor Representative have
      designated a banking corporation, trust company, attorney or other person as
      successor. Upon receipt of such written designation signed by the Company and
      the Investor Representative, the Escrow Agent shall promptly deliver the Escrow
      Funds to such successor and shall thereafter have no further obligations
      hereunder. If such instructions are not received within 30 days following the
      effective date of such resignation, then the Escrow Agent may deposit the Escrow
      Funds and any other amounts held by it pursuant to this Agreement with a clerk
      of a court of competent jurisdiction pending the appointment of a successor.
      In
      either case provided for in this paragraph, Escrow Agent shall be relieved
      of
      all further obligations and released from all liability thereafter arising
      with
      respect to the Escrow Funds.

     

    
      
        
        

      

      
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    5. Termination.
      The
      Company and the Investor Representative may terminate the appointment of the
      Escrow Agent hereunder upon written notice specifying the date upon which such
      termination shall take effect, which date shall be at least 30 days from the
      date of such notice. In the event of such termination, the Company and the
      Investor Representative shall, within 30 days of such notice, appoint a
      successor escrow agent and the Escrow Agent shall, upon receipt of written
      instructions signed by the Company and the Investor Representative turn over
      to
      such successor escrow agent all of the Escrow Funds; provided, however, that
      if
      the Company and the Investor Representative fail to appoint a successor escrow
      agent within such 30-day period, such termination notice shall be null and
      void
      and Escrow Agent shall continue to be bound by all of the provisions hereof.
      Upon receipt of the Escrow Funds, the successor escrow agent shall become Escrow
      Agent hereunder and shall be bound by all of the provisions hereof and Signature
      Bank shall be relieved of all further obligations and released from all
      liability thereafter arising with respect to the Escrow Funds.

     

    6. Investment.
      All
      funds received by Escrow Agent will be held only in non-interest bearing bank
      accounts at Signature Bank.

     

    7. Compensation.
      Escrow
      Agent shall be entitled, for the duties to be performed by it hereunder, to
      a
      fee of $2,500 which fee shall be paid by the Company promptly following the
      signing of this Agreement. In addition, the Company shall be obligated to
      reimburse Escrow Agent for all costs and expenses incurred in good faith in
      connection with the Escrow Account and this Agreement, including reasonable
      counsel fees. Neither the modification, cancellation, termination or rescission
      of this Agreement, nor the resignation or termination of the Escrow Agent shall
      affect the right of Escrow Agent to retain the amount of any fee that has been
      paid, or be reimbursed or paid for any fees, costs or expenses that have been
      incurred or become due prior to the effective date of any such modification,
      cancellation, termination, resignation or rescission. To the extent Escrow
      Agent
      has incurred any such costs or expenses or any such fees become due prior to
      any
      closing, Escrow Agent shall advise the Company and the Investor Representative
      and the Company and the Investor Representative shall direct all such amounts
      to
      be paid directly at any such closing.

     

    8. Notices.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      if sent by hand-delivery, by facsimile (followed by first-class mail), by
      nationally recognized overnight courier service or by registered or certified
      mail, return receipt requested, in each case costs prepaid, to the addresses
      set
      forth below.

     

    If
      to the
      Company:

     

    RxElite
      Holdings Inc.

    1404
      N.
      Main Street, Suite 200

    Meridian,
      ID 83642

    Attention:
      Daniel Chen, Chief Executive Officer

     

    
      
        
        

      

      
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    If
      to the
      Investor Representative:

    _______________

    _______________

    _______________

    


    If
      to
      Escrow Agent:

     

    Signature
      Bank

    300
      Park
      Avenue

    New
      York,
      New York 10022

    Attention:
      Mr. Norman Lowe, Group Director and Senior Vice President

    


    9. General.

     

    (a) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York applicable to agreements made and to be entirely
      performed within such State without regard to choice of law
      principles.

     

    (b) This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect to the matters contained herein and supersedes all prior agreements,
      arrangements and understandings relating thereto.

     

    (c) All
      of
      the terms and conditions of this Agreement shall be binding upon, and inure
      to
      the benefit of and be enforceable by, the parties hereto.

     

    (d) This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      or conditions hereof may be waived, only by a written instrument executed by
      each party hereto or, in the case of a waiver, by the party waiving compliance.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect its right at a later time to enforce
      the same. No waiver of any party of any condition, or of the breach of any
      term
      contained in this Agreement, whether by conduct or otherwise, in any one or
      more
      instances shall be deemed to be or construed as a further or continuing waiver
      of any such condition or breach or a waiver of any other condition or of the
      breach of any other term of this Agreement. No party may assign any rights,
      duties or obligations hereunder unless all other parties have given their prior
      written consent.

     

    (e) If
      any
      provision included in this Agreement proves to be invalid or unenforceable,
      it
      shall not affect the validity of the remaining provisions.

     

    (f) This
      Agreement and any amendment or modification of this Agreement may be executed
      in
      several counterparts or by separate instruments and all of such counterparts
      and
      instruments shall constitute one agreement, binding on all of the parties
      hereto.

     

    10. Form
      of Signature.
      The
      parties hereto agree to accept a facsimile transmission copy of their respective
      actual signatures as evidence of their actual signatures to this Agreement
      and
      any amendment or termination of this Agreement; provided, however, that each
      party who produces a facsimile signature agrees, by the express terms hereof,
      to
      place, promptly after transmission of his or her signature by fax, a true and
      correct original copy of his or her signature in overnight mail to the address
      of the other party.

     

    
      
        
        

      

      
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    [SIGNATURE
      PAGE FOLLOWS] 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date first set forth
      above. 

     

    
      	 	 	RXELITE HOLDINGS,
              INC.
	 	 	
               

              By:  

              
                

              

              Name: 

              
                

              

              Title:  

              
                
 

            
	 	 	
              INVESTOR
                REPRESENTATIVE

               

              By:  

              
                

              

              Name:  

              
                

              

              Title:  

              
                

              

               

            
	
              SIGNATURE
                BANK

               

              By:  

              
                

              

              Name:  

              
                

              

              Title:  

              
                

              

               

               

              By:  

              
                

              

              Name:  

              
                

              

              Title:  

              
                
 

            	 	 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Date:
      __________________

    Signature
      Bank

    300
      Park
      Avenue

    New
      York,
      New York 10022

    Attention:
      Norman Lowe, Group Director and Senior Vice President

    


    Dear
      Mr.
      Lowe:

    


    In
      accordance with the terms of Section 2(b) of an Escrow Deposit Agreement dated
      __________, 2007, by and among RXELITE
      HOLDINGS, INC. (the
      “Company”),
      [            ] (the
“Investor Representative”) and SIGNATURE
      BANK (the
      “Escrow
      Agent”),
      the
      Company and the Investor Representative hereby notify the Escrow Agent that
      the
      Termination Date has been extended to __________ __, 2007.

     

    Very
      truly yours,

    


    
      	
              RXELITE
                HOLDINGS, INC.

               

              By:  

              
                

              

              Name:  

              
                

              

              Title:  

              
                
 

            	 	
              INVESTOR
                REPRESENTATIVE

               

              By:  

              
                

              

              Name:  

              
                

              

              Title: 

              
                

              

            


    

     

    Schedule
      I

    


    OFFERING
      DOCUMENTS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      II

    


    The
      Escrow Agent is authorized to accept instructions signed or believed by the
      Escrow Agent to be signed by the following on behalf of RxElite Holdings, Inc.
      and [       ] (the “Investor
      Representative”).

     

    RXELITE
      HOLDINGS, INC.

    


    
      	
              Name

            	 	
              True
                Signature

               

              
                
 

              OR

              
                
 

            


    

     

    INVESTOR
      REPRESENTATIVE

    


    
      	
              Name

            	 	
              True
                Signature

               

              
                
 

              OR