SECURITIES
      PURCHASE AGREEMENT

    


    SECURITIES
      PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of July [__], 2007, by and between (i) Southridge Technology Group, Inc.,
      a
      Delaware corporation (“Pubco”)
      that
      will acquire all of the issued and outstanding capital stock of RxElite Holdings
      Inc., a Delaware corporation (“RxElite”),
      and
      succeed to the business of RxElite as its sole line of business (on a combined,
      post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively
      referred to as “Seller”)
      and
      (ii) the investors listed on Exhibit
      A
      attached
      hereto (the “Buyers”).

     

    WITNESSETH:

    


    WHEREAS,
      Seller desires to sell to the Buyers the shares of Seller’s common stock (the
“Securities”)
      as
      repayment of certain amounts owed by Seller to the Buyers as listed next to
      each
      Buyer’s name on Exhibit
      A
      hereto.

     

    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.

     

    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 each Buyer shall
      purchase from Seller, for the Purchase Price per share (as defined in Section
      1.2(a) hereof) the Securities listed next to each Buyer’s name on Exhibit
      A
      hereto.

    


    1.2 Purchase
      Price and Payment.

     

    (a) The
      purchase price per .090606 of one share of Pubco’s Common Stock (“Common
      Stock”)
      shall
      be US$6.62 (the “Purchase
      Price”).
      

     

    (b) Delivery
      of Conversion Agreement.
      Upon
      the execution of this Agreement, the Purchase Price for the Securities shall
      be
      deemed delivered by each Buyer upon execution and delivery of the applicable
      Conversion Agreement attached as Exhibit
      B-1 and Exhibit
      B-2 
      hereto.


     

    2. Closing.
      The
      closing of the sale and purchase of the Securities hereunder (the “Closing”)
      shall
      be deemed to take place at the offices of Seller, at 4:00 p.m., local time,
      (i)
      on the date hereof (the “First
      Closing”)
      or
      (ii) on the date that Pubco’s Amended and Restated Certificate of Incorporation
      becomes effective (the “Second
      Closing”),
      as
      listed next to each Buyer’s name in Exhibit
      A,
      or at
      such later time or date as the Buyers and Seller may mutually agree in writing.
      The date upon which the Closing shall occur is herein called the “Closing
      Date”.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
      OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
      1933.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    5.3 Amendment
      of Pubco Certificate of Incorporation.
      With
      respect only to those Buyers listed on Exhibit
      A
      hereto
      as participating in the Second Closing, Pubco’s Amended and Restated Certificate
      of Incorporation shall be effective and sufficient authorized shares shall
      be
      available thereunder to provide for the valid issuance of the
      Securities.

     

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

     

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

     

    6.2 Execution
      and Delivery of Conversion Agreement.
      Each
      Buyer shall have executed and delivered to Seller the applicable Conversion
      Agreement attached as Exhibit
      B-1,
      Exhibit
      B-2
      and
Exhibit
      B-3.

     

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

     

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

     

    
      
        
        

      

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

     

    6.6 Amendment
      of Pubco Certificate of Incorporation.
      With
      respect only to those Buyers listed on Exhibit
      A
      hereto
      as participating in the Second Closing, Pubco’s Amended and Restated Certificate
      of Incorporation shall be effective and sufficient authorized shares shall
      be
      available thereunder to provide for the valid issuance of the
      Securities.

     

    7. Miscellaneous.

     

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

     

    (i) If
      to
      Seller:

    


    RxElite
      Holdings Inc.

    1404
      N.
      Main St., Ste. 200

    Meridian,
      ID 83642

    Attention:
      Daniel Chen, CEO

    Facsimile:
      (208) 288-1191

    


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

    


    Morrison
      Foerster

    12531
      High Bluff Drive, Suite 100

    San
      Diego, California 92130

    Attention:
      Jay de Groot

    Facsimile:
      (858) 720-5125

    


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

    


    7.2 Entire
      Agreement; Exercise of Rights.
      

     

    (a) This
      Agreement (including the Appendices and Exhibits hereto) embodies the entire
      agreement and understanding of the parties hereto with respect to the subject
      matter hereof. No amendment or waiver of any provision of this Agreement, or
      consent to the departure by any party from any such provision, shall be
      effective unless it is in writing and signed by Seller and the holders of a
      majority of the Securities sold hereunder. Any such waiver or consent shall
      be
      effective only in the specific instance and for the specific purpose for which
      given.

     

    (b) No
      failure on the part of a party to exercise, and no delay in exercising, any
      right under this Agreement, or any agreement contemplated hereby, shall operate
      as a waiver hereof by such party, nor shall any single or partial exercise
      of
      any right under this Agreement, or any agreement contemplated hereby, preclude
      any other or further exercise thereof or the exercise of any other right.


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7.3 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the County of New York, State of New York. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the County of New York, State of New York for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of this Agreement), and hereby irrevocably waives, and agrees
      not to assert in any suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court. Each party hereto
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by delivering a copy thereof
      via overnight delivery (with evidence of delivery) to such party at the address
      in effect for notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law. Each party hereto hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any legal proceeding arising out of or relating to this
      Agreement or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Agreement,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding. 

     

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

     

    7.5 Acknowledgment;
      Waiver of Conflicts.
      Each
      Buyer acknowledges that: (a) it has read this Agreement; (b) it has been
      represented in the preparation, negotiation and execution of this Agreement
      by
      legal counsel of its own choice or has voluntarily declined to seek such
      counsel; and (c) it understands the terms and consequences of this Agreement
      and
      is fully aware of the legal and binding effect of this Agreement. Each Buyer
      understands that RxElite has been represented in the preparation, negotiation
      and execution of this Agreement by Morrison & Foerster LLP, counsel to
      RxElite, and that Morrison & Foerster LLP has not represented any Buyer or
      any stockholder, director or employee of Seller or any Investor in the
      preparation, negotiation and execution of this Agreement. Each Buyer and Seller
      acknowledges that Morrison & Foerster LLP has in the past represented and is
      now or may in the future represent one or more Buyers or their affiliates in
      matters unrelated to the transactions contemplated by this Agreement, including
      the representation of such Buyers or their affiliates in matters of a nature
      similar to those contemplated by this Agreement. Each Buyer and Seller hereby
      acknowledges that it has had an opportunity to ask for and has obtained
      information relevant to such representation, including disclosure of the
      reasonably foreseeable adverse consequences of such representation, and hereby
      waives any conflict arising out of such representation with respect to the
      matters contemplated by this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7.6 Stock
      Dividend.
      As soon
      as practicable following the Closing, Pubco shall declare a stock dividend
      of
      10.036789 shares for each outstanding share of Common Stock (the “Dividend”),
      such
      that following consummation of the Dividend, each stockholder shall hold
      11.036789 shares of Common Stock for each one share of stock held prior to
      the
      Dividend and the adjusted Purchase Price for one share of Common Stock shall
      be
      $.60.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

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

     

    
      	 	
              Seller:

               

               

               

              By:
                ______________________________

              Name:
                ____________________________

              Title:
                _____________________________ 


               

            
	 	
               

               

              Buyer:

               

              By:
                _________________________________

              Name:
                _______________________________

              Title:
                ________________________________

               

               

               

              Address
                _______________________________

              ______________________________________

               

               

               

              Facsimile:
                ______________________________

               

            


    

    


    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    
      	
              Name

            	 	
              Form
                of Consideration

            	 	
              #
                Shares of Common Stock Pre-Dividend

            	 	
              #
                Shares of Common Stock Post-Dividend

            	 	
              Closing
                Date

            	 	
              Purchase
                Price

            
	
               

              Andrew
                Horrocks

            	 	
               

              Conversion
                of Salary

            	 	
               

              3,107

            	 	
               

              34,295

            	 	
               

              First
                Closing

            	 	
               

              US$
                20,577

            
	
               

              Chad
                May

            	 	
               

              Conversion
                of Salary

            	 	
               

              1,302

            	 	
               

              14,366

            	 	
               

              First
                Closing

            	 	
               

              US$
                8,620

            
	
               

              Thomas
                Lennox

            	 	
               

              Conversion
                of Salary

            	 	
               

              1,561

            	 	
               

              17,223

            	 	
               

              First
                Closing

            	 	
               

              US$
                10,334

            
	
               

              William
                J. Marciniak

            	 	
               

              Conversion
                of amounts due under a promissory note

            	 	
               

              38,898

            	 	
               

              429,310

            	 	
               

              First
                Closing

            	 	
               

              US$
                257,586

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-1

     

    
      EMPLOYEE
        CONVERSION AGREEMENT

       

      Dated
        as
        of July , 2007

       

      
        	 	
                1.

              	
                On
                  or prior to the date hereof, the undersigned requested that RxElite
                  Holdings Inc. (the “Company”) withhold $________ from salary otherwise
                  payable to the undersigned (the “Salary”)
                  and to issue to the undersigned in lieu thereof _____ shares of
                  Common
                  Stock of the Company (the “RxElite
                  Shares”).

              


      

       

      
        	
              	2.	
                This
                  letter and the Securities Purchase Agreement of even date herewith
                  (the
                  “Purchase
                  Agreement”)
                  serve to formalize the request.

              


      

       

      
        	
              	3.	
                The
                  undersigned hereby consents to and agrees that, in lieu of the
                  RxElite
                  Shares, the Salary shall be converted into [______] shares ([________]
                  shares following the 11.036789 for 1 forward stock split) of Common
                  Stock
                  of Southridge Technology Group, Inc. (“STG”),
                  issuable upon
                  the
                  completion of the acquisition by STG of the Company’s issued and
                  outstanding capital stock and succession by STG of the Company’s business
                  as its sole line of business as provided in the Securities Purchase
                  Agreement of even date herewith.
                  

              


      

       

      


      


      ACKNOWLEDGED
        AND AGREED

      


      _________________________

      Name:

      Date:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      
        EXHIBIT
          B-2

      

    

    
      


      
        CONVERSION
          AGREEMENT

         

        Dated
          as
          of July , 2007


         

        
          	1.  	
                  Pursuant
                    to the Letter Agreement dated as of June 22, 2007 (“Letter Agreement”)
                    between William J. Marciniak and RxElite Holdings Inc. (the “Company”),
                    the undersigned elected to convert a portion of a certain Promissory
                    Note
                    issued by the Company (the “Converted
                    Debt”)
                    into 429,310
                    shares of Common Stock of the Company, as more fully set forth
                    in such
                    Letter Agreement (the “RxElite
                    Shares”).

                


        

         

        
          	
                	2.	
                  The
                    undersigned hereby consents to and agrees that, in lieu of the
                    RxElite
                    Shares, the Converted Debt shall be converted into 38,898 shares
                    (429,310
                    shares following the 11.036789 for 1 forward stock split) of
                    Common Stock
                    of Southridge Technology Group, Inc. (“STG”),
                    issuable upon
                    the
                    completion of the acquisition by STG of the Company’s issued and
                    outstanding capital stock and succession by STG of the Company’s business
                    as its sole line of business as provided in the Securities Purchase
                    Agreement of even date herewith.

                


        

         

        


        


        ACKNOWLEDGED
          AND AGREED

        


        _________________________

        William
          J. Marciniak

        Date:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      EXHIBIT
        C

      


      JUMBO
        8-K