THE
      SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ISSUED UPON
      EXERCISE HEREOF 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.

     

    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. [FOR CANADIAN WARRANT
      HOLDERS]


     

    WARRANT
      AGREEMENT

    


    WARRANT
      AGREEMENT (this “Warrant”), dated as of _______ __, 2007, by and between RxElite
      Inc. (the “Company”), and ______________________ (the “Warrant
      Holder”).

     

    WITNESSETH

    


    WHEREAS,
      this Warrant is one of a series of Warrants (the “Warrants”) issued to the
      former holders of [__________] of RxElite Holdings Inc. as identified on
Exhibit
      A
      hereto.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      promises contained herein, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

     

    1.  Warrant;
      Call.

     

    (a)  The
      Company hereby grants to the Warrant Holder, subject to the terms set forth
      herein, the right to purchase at any time during the term commencing on the
      date
      that the Company has amended its certificate of incorporation to increase its
      authorized capital to permit the exercise of all of the Warrants (the
“Commencement Date”) and ending at 5:30 p.m., New York time, on the second (2nd)
      anniversary of the Commencement Date hereof (the “Expiration Date”) __________
      shares of Common Stock (the “Shares”), at an initial exercise price of US
      [$0.85]/[$0.60] per share, subject to adjustment as provided in Section 3 hereof
      (as in effect from time to time, the “Exercise Price”).

     

    (b)  Notwithstanding
      anything herein to the contrary, if after the Commencement Date, the closing
      bid
      price of the Common Stock equals or exceeds US $2.20 per share for 20
      consecutive trading days, which period shall have commenced only after the
      Commencement Date (such period the “Threshold Period”), the Company may, within
      2 trading days after the end of any such Threshold Period, deliver a written
      notice to the Warrant Holder (a “Forced Exercise Notice”) to cause the Warrant
      Holder to exercise this Warrant in its entirety within five trading days (such
      fifth trading day, the “Forced Exercise Date”), after which date this Warrant
      shall immediately expire and be of no further force and effect, provided,
      however, that a registration statement registering the shares issuable upon
      exercise of the Warrant (the “Registration Statement”) must have been
      continuously effective during the Threshold Period. The Company may not deliver
      a Forced Exercise Notice, and any Forced Exercise Notice delivered by the
      Company shall not be effective, unless the Registration Statement covering
      the
      resale of the Shares remains effective on each trading day occurring during
      the
      applicable Threshold Period through and including the Forced Exercise
      Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Exercise
      of Warrant.

     

    2.1  Exercise.
      This
      Warrant may be exercised by the Warrant Holder in accordance with Section 1(a)
      hereof, in whole or in part, by delivering the Notice of Exercise purchase
      form,
      attached as Exhibit
      B
      hereto
      (the “Notice of Exercise”), duly executed by the Warrant Holder to the Company
      at its principal office, or at such other office as the Company may designate,
      accompanied by payment, in cash or by wire transfer or check payable to the
      order of the Company, of the amount obtained by multiplying the number of Shares
      designated in the Notice of Exercise by the Exercise Price (the “Purchase
      Price”). 

     

    2.2  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant (in whole or in part) in
      accordance with Section
      2.1
      hereof,
      the Company, at its expense, shall cause to be issued in the name of and
      delivered to the Warrant Holder (i) a certificate or certificates for the number
      of fully paid and non-assessable Shares to which the Warrant Holder shall be
      entitled upon such exercise and (if applicable) (ii) a new warrant agreement
      of
      like tenor to purchase all of the Shares that may be purchased pursuant to
      the
      portion, if any, of this Warrant not exercised by the Warrant Holder. The
      Warrant Holder shall for all purposes be deemed to have become the holder of
      record of such Shares on the date on which the Notice of Exercise and payment
      of
      the Purchase Price in accordance with Section
      2.1,
      hereof
      were delivered and made, respectively, irrespective of the date of delivery
      of
      such certificate or certificates, except that if the date of such delivery,
      notice and payment is a date when the stock transfer books of the Company are
      closed, such person shall be deemed to have become the holder of record of
      such
      Shares at the close of business on the next succeeding date on which the stock
      transfer books are open.

     

    3.  Adjustments.

     

    3.1  Stock
      Splits, Stock Dividends and Combinations.
      If the
      Company at any time subdivides the outstanding shares of the Common Stock or
      issues a stock dividend (in Common Stock) on the outstanding shares of the
      Common Stock, the Exercise Price in effect immediately prior to such subdivision
      or the issuance of such stock dividend shall be proportionately decreased,
      and
      the number of Shares subject hereto shall be proportionately increased, and
      if
      the Company at any time combines (by reverse stock split or otherwise) the
      outstanding shares of Common Stock, the Exercise Price in effect immediately
      prior to such combination shall be proportionately increased, and the number
      of
      Shares subject hereto shall be proportionately decreased, effective at the
      close
      of business on the date of such subdivision, stock dividend or combination,
      as
      the case may be.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.2  Merger
      or Consolidation.
      In the
      case of any consolidation of the Company with, or merger of the Company with
      or
      into another entity (other than a consolidation or merger which does not result
      in any reclassification or change of the outstanding capital stock of the
      Company), the entity formed by such consolidation or merger shall execute and
      deliver to the Warrant Holder a supplemental warrant agreement providing that
      the Warrant Holder shall have the right thereafter (until the expiration of
      such
      Warrant) to receive, upon exercise of such Warrant, the kind and amount of
      shares of capital stock and other securities and property receivable upon such
      consolidation or merger by a holder of the number of Shares for which such
      Warrant might have been exercised immediately prior to such consolidation or
      merger. Such supplemental warrant agreement shall provide for adjustments which
      shall be identical to the adjustments provided in Section
      3
      hereof.

     

    3.3  Adjustment
      Upon Issuance of Common Stock.
      If the
      Company, at any time prior to the earlier of (i) the date that any resale
      registration statement covering shares of the Company’s capital stock filed
      after the date herof is declared effective or (ii) July [__], 2008, shall sell
      or grant any option to purchase, or sell or grant any right to reprice its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant
      or any option to purchase or other disposition) any Common Stock or securities
      convertible into Common Stock (collectively, the “Additional Shares”) entitling
      any person to acquire shares of Common Stock, at an effective price per share
      less than the then effective Exercise Price (such lower price, the “Base Share
      Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of
      the Additional Shares so issued shall at any time, whether by operation of
      purchase price adjustments, reset provisions, floating conversion, exercise
      or
      exchange prices or otherwise, or due to warrants, options or rights per share
      which are issued in connection with such issuance, be entitled to receive shares
      of Common Stock at an effective price per share which is less than the then
      effective Exercise Price, such issuance shall be deemed to have occurred for
      less than the Exercise Price on such date of the Dilutive Issuance), then the
      Exercise Price shall be reduced, concurrently with such Dilutive Issuance,
      to a
      price (calculated to the nearest cent) determined by multiplying such Exercise
      Price by a fraction, (A) the numerator of which shall be (1) the number of
      shares of Common Stock outstanding immediately prior to such Dilutive Issuance
      plus (2) the number of shares of Common Stock which the aggregate consideration
      received or to be received by the Company for the total number of Additional
      Shares so issued would purchase at such Exercise Price; and (B) the denominator
      of which shall be the number of shares of Common Stock outstanding immediately
      prior to such Dilutive Issuance plus the number of such Additional Shares so
      issued. Such adjustment shall be made whenever such Additional Shares are
      issued. Notwithstanding the foregoing, no adjustments shall be made under this
      Section 3.3 in respect of an Exempt Issuance. “Exempt Issuance” means the
      issuance of (a) shares of Common Stock or options to employees, officers or
      directors of the Company pursuant to any stock or option plan duly adopted
      for
      such purpose by a majority of the non-employee members of the Board of Directors
      of the Company or a majority of the members of a committee of non-employee
      directors established, (b) securities exercisable or exchangeable for or
      convertible into shares of Common Stock issued and outstanding on the
      Commencement Date, provided that such securities have not been amended since
      the
      Commencement Date to increase the number of such securities or to decrease
      the
      exercise, exchange or conversion price of such securities, (c) securities issued
      pursuant to acquisitions or strategic transactions, including but not limited
      to
      joint ventures and other strategic partnerships, approved by a majority of
      the
      disinterested directors of the Company and (d) securities issued to a bank
      or
      other financial institution in connection with a loan transaction provided
      that
      the issuance of the securities is not primarily for fundraising purposes and
      is
      approved by a majority of the disinterested directors of the
      Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.4  Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price pursuant
      to this Section
      3,
      the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      of the Exercise Price in accordance with the terms hereof and furnish to each
      Holder of a Warrant a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (i) the Exercise Price in effect immediately
      prior to such adjustment or readjustment and (ii) the number of shares of Common
      Stock and the amount, if any, of other securities or property that at the time
      would be received upon the exercise of this Warrant. The Company shall, upon
      the
      written request at any time of any Holder of a Warrant, furnish or cause to
      be
      furnished to such Holder a like certificate setting forth (x) all adjustments
      and readjustments of the Exercise Price since the Original Issue Date and (y)
      the Exercise Price then in effect.

     

    4.  Transfers.
      

     

    4.1  General.
      The
      Warrant Holder may not subsequently sell, assign, pledge, or otherwise transfer
      the Warrant or the Shares except: (i) pursuant to an effective registration
      statement registering the securities under the Securities Act of 1933, as
      amended (the “Securities Act”) and/or applicable state securities laws, or (ii)
      pursuant to the opinion of counsel, which is satisfactory to the Company, that
      such registration under the Securities Act and/or such state securities laws
      is
      not required to effect such subsequent sale, assignment, pledge, or other
      transfer. 

     

    4.2  Warrant
      Register.
      The
      Company will maintain a register containing the names and addresses of the
      Warrant Holders of this Warrant. Until any transfer of this Warrant is reflected
      in the warrant register, the Company may treat the Warrant Holder as the
      absolute owner hereof for all purposes. Any Warrant Holder may change such
      Warrant Holder’s address as shown on the warrant register by written notice to
      the Company requesting such change.

     

    5.  No
      Fractional Shares.
      Any
      adjustment in the number of Shares purchasable hereunder shall be rounded to
      the
      nearest whole share.

     

    6.  Covenants
      as to the Shares.
      The
      Company covenants and agrees that the Shares issuable upon exercise of this
      Warrant, will, upon issuance in accordance with the terms hereof, be duly and
      validly issued and outstanding, fully paid and nonassessable, with no personal
      liability attaching to the ownership thereof, and free from all taxes, liens
      and
      charges with respect to the issuance thereof imposed by or through the Company;
      provided,
      however,
      that
      the Company shall not be required to pay any tax that may be payable in respect
      of any transfer involved in the issuance and delivery of any certificates in
      respect of such shares in a name other than that of the Warrant Holder and
      the
      Company shall not be required to issue or deliver such certificates unless
      or
      until the person(s) requesting the issuance thereof shall have paid to the
      Company the amount of such tax or it shall be established to the satisfaction
      of
      the Company that such tax has been paid. The Company further covenants and
      agrees that the Company will at all times have authorized and reserved, free
      from preemptive rights imposed by or through the Company, a sufficient number
      of
      shares of Common Stock to provide for the exercise of the rights represented
      under this Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.  Legend.
      Any
      certificate evidencing the Shares issuable upon exercise hereof will bear the
      legend set forth on the first page hereof. 

     

    8.  Representations
      of Warrant Holder.
      The
      Warrant Holder, by acceptance or exercise hereof, agrees that this Warrant,
      and
      the Warrant Shares to be issued upon exercise hereof are being acquired for
      investment and that such Warrant Holder will not offer, sell or otherwise
      dispose of this Warrant, or any Warrant Shares except under circumstances which
      will not result in a violation of the Securities Act or any applicable state
      securities laws. In addition, in connection with the issuance of this Warrant
      and the exercise hereof, the Warrant Holder specifically represents to the
      Company by acceptance or issuance of this Warrant, as applicable, as
      follows:

     

    8.1  The
      Warrant Holder is aware of the Company’s business affairs and financial
      condition, and has acquired information about the Company sufficient to reach
      an
      informed and knowledgeable decision to acquire this Warrant. The Warrant Holder
      is acquiring this Warrant for its own account for investment purposes only
      and
      not with a view to, or for the resale in connection with, any “distribution”
thereof in violation of the Securities Act;

     

    8.2  The
      Warrant Holder understands that this Warrant has not been registered under
      the
      Securities Act in reliance upon a specific exemption therefrom, which exemption
      depends upon, among other things, the bona fide nature of the Warrant Holder’s
      investment intent as expressed herein;

     

    8.3  The
      Warrant Holder further understands that this Warrant must be held indefinitely
      unless subsequently registered under the Securities Act and qualified under
      any
      applicable state securities laws, or unless exemptions from registration and
      qualification are otherwise available. The Warrant Holder is aware of the
      provisions of Rule 144, promulgated under the Securities Act; and

     

    8.4  The
      Warrant Holder is an “accredited investor” as such term is defined in Rule 501
      of Regulation D promulgated under the Securities Act. 

     

    9.  Dividends
      and Other Distributions.
      In the
      event that the Company shall, at any time prior to the exercise of all Warrants,
      declare a dividend (other than a dividend consisting solely of shares of Common
      Stock) or otherwise distribute to its stockholders any assets, properties,
      rights, evidence of indebtedness, securities (other than shares of Common
      Stock), whether issued by the Company or by another person, or any other thing
      of value, the Company shall give the Warrant Holder 10 calendar days’ prior
      written notice of such proposed dividend or distribution. 

     

    10.  Miscellaneous.

     

    10.1  Waivers
      and Amendments.
      This
      Warrant or any provisions hereof may be changed, waived, discharged or
      terminated only by a statement in writing signed by the Company and by Warrant
      Holders holding a majority of the then outstanding Warrants issued to the
      holders listed on Exhibit
      A
      hereto.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    10.2  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereto hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting
      in
      the City of New York for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein (including with respect to the enforcement of this Warrant), 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 Warrant 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 Warrant or the transactions contemplated hereby. If either
      party shall commence an action or proceeding to enforce any provisions of this
      Warrant, 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.

     

    10.3  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):

     

    (a) If
      to the
      Company:

    


    RxElite
      Holdings Inc.

    1404
      N.
      Main St., Ste. 200

    Meridian,
      ID 83642

    Attention:
      Daniel Chen, CEO

    Facsimile:
      (208) 288-1191

    


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

    


    Morrison
      Foerster

    12531
      High Bluff Drive, Suite 100

    San
      Diego, California 92130

    Attention:
      Jay de Groot

    Facsimile:
      (858) 720-5125

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (b) If
      to the
      Warrant Holder: to the address(es) listed on Exhibit
      A
      hereto

     

    10.4  Headings.
      The
      headings in this Warrant are for convenience of reference only, and shall not
      limit or otherwise affect the terms hereof.

     

    10.5  Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      Shares issued or issuable upon the exercise of this Warrant in a manner that
      interferes with the timely exercise of this Warrant.

     

    10.6  No
      Rights or Liabilities as a Stockholder.
      This
      Warrant shall not entitle the Warrant Holder hereof to any voting rights or
      other rights as a stockholder of the Company with respect to the Shares prior
      to
      the exercise of this Warrant. No provision of this Warrant, in the absence
      of
      affirmative action by the Warrant Holder to purchase the Shares, and no mere
      enumeration herein of the rights or privileges of the Warrant Holder, shall
      give
      rise to any liability of such Holder for the Exercise Price or as a stockholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

     

    10.7  Successors.
      All the
      covenants and provisions of this Warrant shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and permitted
      assigns and transferees.

     

    10.8  Severability.
      If any
      provision of this Warrant shall be held to be invalid and unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Warrant.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Warrant to be executed as
      of
      the date first written above.

     

    


    
      	 	
              RXELITE
                HOLDINGS INC.

               

              By:
                _____________________________

              Name:
                ___________________________ 


              Title:
                ____________________________ 


               

            
	 	
               

               

              (name
                of Warrant Holder)

               

              By:
                _____________________________  

              Name:
                ___________________________  

              Title:
                ____________________________  

            


    

    


    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    WARRANT
      HOLDERS



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    NOTICE
      OF EXERCISE

    


    (To
      be
      signed only on exercise of Warrant)

    


    


    Dated:________________________

    


    To: RxElite
      Holdings Inc.

    


    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      Agreement, hereby irrevocably elects to:

     

    purchase
      _____ shares of Common Stock covered by such Warrant Agreement and herewith
      makes a cash payment of US$_____________, representing the full purchase price
      for such shares at the price per share provided for in such Warrant
      Agreement.

    


    Please
      issue a certificate or certificates representing such shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below.

     

    Signature:
      ________________________ 


     

    Name
      (print): ________________________ 

     

    Title
      (if
      applicable): _______________________  

     

    Company
      (if applicable): _____________________