AURIGA LABORATORIES,
INC. 



2006 STOCK PLAN
NOTICE
OF STOCK OPTION GRANT 



Charles R. Bearchell, 



        You
have been granted an option to purchase Common Stock (“Common Stock”) of
Auriga Laboratories, Inc. (the “Company”) as follows: 





	Board Approval
Date: 	 11/8/2006






	Date of
Grant:  	 11/8/2006







	Vesting Commencement
Date: 	 11/8/2006







	Exercise Price
Per Share:  	                     1.26







	Total Number
of Shares Granted: 	 750,000







	Type of
Option:  	  NON-STATUTORY STOCK OPTION







	Term/Expiration Date:  	
                        11/8/2016







	Vesting Schedule: 	
                            One-third (1/3) of the shares shall vest immediately on the
Vesting                                               Commencement Date; thereafter,
 1/36ths of the  shares  shall vest in
                                              equal monthly installments,  commencing one
(1) month after the Vesting                                               Commencement
 Date,  and ending on the third (3rd)  anniversary  of the
                                              Vesting Commencement Date.








	Termination Period:  	
                          This  Option  may be  exercised  for up to three (3)  months
 following                                               termination of  employment,
 except as set forth in Sections 6 and 7 of
                                              the Stock Option  Agreement  (but in no
event later than the Expiration                                               Date).








        By
your signature and the signature of the Company’s representative below, you and the
Company agree that this option is granted under and governed by the terms and conditions
of the 2006 STOCK PLAN and the Stock Option Agreement, both of which are attached and made
a part of this document. 



		
	GRANTEE	AURIGA LABORATORIES, INC.
	

/s/ Charles R. Bearchell            
            	By: /s/ Philip S. Pesin            
              
	Signature	
		Name: Philip S. Pesin            
              
	
Charles R. Bearchell            
                 	Title: Chief Executive Officer            
  
	Print Name	














AURIGA LABORATORIES,
INC. 



2006 STOCK PLAN
STOCK
OPTION AGREEMENT 



         1.    
          Grant of Option. Auriga Laboratories, Inc., a Delaware
          corporation (the “Company”), hereby grants to GRANTEE
          (“Optionee”) an option (the “Option”) to
          purchase the total number of shares of Common Stock (the “Shares”) set
          forth in the Notice of Stock Option Grant (the “Notice”), at
          the exercise price per share set forth in the Notice of Stock Option Grant (the
          “Exercise Price”) subject to the terms, definitions and
          provisions of the Auriga Laboratories, Inc. 2006 Stock Plan (the
          “Plan”) adopted by the Company, which is incorporated herein by
          reference. Unless otherwise defined herein, the terms defined in the Plan shall
          have the same defined meanings in this Stock Option Agreement (this
          “Agreement”). 



        If
designated an Incentive Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code. 



         2.    
          Exercise of Option. This Option shall be exercisable during
          its Term in accordance with the Vesting Schedule set out in the Notice and with
          the provisions of Sections 7 and 8 of the Plan as follows: 



             (a)    
          Right to Exercise. 



                 (i)    
          This Option may be exercised in whole or in part at any time after the Date of
          Grant, as to Shares which have not yet vested under the vesting schedule
          indicated in the Notice; provided, however, that Optionee shall execute as a
          condition to such exercise of this Option, the Early Exercise Notice and
          Restricted Stock Purchase Agreement attached hereto as Exhibit A (the
          “Early Exercise Agreement”). If Optionee chooses to exercise
          this Option solely as to Shares which have vested under the vesting schedule
          indicated in the Notice, Optionee shall complete and execute the form of
          Exercise Notice and Restricted Stock Purchase Agreement attached hereto as
          Exhibit B (the “Exercise Agreement”). Notwithstanding
          the foregoing, the Company may in its discretion prescribe or accept a different
          form of notice of exercise and/or stock purchase agreement if such forms are
          otherwise consistent with this Agreement, the Plan and then-applicable law. 



                 (ii)    
          This Option may not be exercised for a fraction of a share. 



                 (iii)    
          In the event of Optionee’s death, disability or other termination of
          employment or consulting relationship, the exercisability of the Option is
          governed by Sections 5, 6 and 7 below, subject to the limitation contained in
          Section 2(a)(iv) below. 



                 (iv)    
          In no event may this Option be exercised after the Expiration Date of this
          Option as set forth in the Notice. 



             (b)    
          Method of Exercise. This Option shall be exercisable by
          execution and delivery of the Early Exercise Agreement or the Exercise
          Agreement, whichever is applicable, or of any other written notice approved for
          such purpose by the Company which shall state the election to exercise the
          Option, the number of Shares in respect of which the Option is being exercised,
          and such other representations and agreements as to the holder’s investment
          intent with respect to such shares of Common Stock as may be required by the
          Company pursuant to the provisions of the Plan. Such written notice shall be
          signed by Optionee and shall be delivered in person or by certified mail to the
          Secretary of the Company. The written notice shall be accompanied by payment of
          the Exercise Price. This Option shall be deemed to be exercised upon receipt by
          the Company of such written notice accompanied by the Exercise Price. 




2 











        No
Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable law, including the
requirements of any stock exchange upon which the Shares may then be listed. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to Optionee
on the date on which the Option is exercised with respect to such Shares. 



         3.    
          Method of Payment. Payment of the Exercise Price shall be
          by cash, check or any other form approved by the Company, or any other method
          permitted under the Plan; provided however, that the Administrator may refuse to
          allow Optionee to tender a particular form of payment (other than cash or check)
          if, in the Administrator’s sole discretion, acceptance of such form of
          consideration would not be in the best interests of the Company at such time. 



         4.    
          Restrictions on Exercise. This Option may not be exercised
          until such time as the Plan has been approved by the shareholders of the
          Company, or if the issuance of such Shares upon such exercise or the method of
          payment of consideration for such shares would constitute a violation of any
          applicable federal or state securities or other law or regulation, including any
          rule under Part 207 of Title 12 of the Code of Federal Regulations as
          promulgated by the Federal Reserve Board. As a condition to the exercise of this
          Option, the Company may require Optionee to make certain representations and
          warranties to the Company as may be required by any applicable law, regulation
          or Company policy. 



         5.    
          Termination of Relationship. In the event of termination of
          Optionee’s Continuous Status as an Employee or Consultant, Optionee may, to
          the extent otherwise so entitled at the date of such termination (the
          “Termination Date”), exercise this Option during the
          Termination Period set forth in the Notice. To the extent that Optionee was not
          entitled to exercise this Option at such Termination Date, or if Optionee does
          not exercise this Option within the Termination Period, this Option shall
          terminate. 



         6.    
          Disability of Optionee. 



             (a)    
          Notwithstanding the provisions of Section 5 above, in the event of termination
          of Optionee’s Continuous Status as an Employee or Consultant as a result of
          his or her total and permanent disability (as defined in Section 22(e)(3) of the
          Code), Optionee may, but only within twelve (12) months from the Termination
          Date (but in no event later than the Expiration Date set forth in the Notice and
          in Section 9 below), exercise this Option to the extent he or she was entitled
          to exercise it at such Termination Date. To the extent that Optionee was not
          entitled to exercise the Option on the Termination Date, or if Optionee does not
          exercise such Option to the extent so entitled within the time specified in this
          Section 6(a), this Option shall terminate. 




3 










             (b)    
          Notwithstanding the provisions of Section 5 above, in the event of termination
          of Optionee’s consulting relationship or Continuous Status as an Employee
          as a result of a disability not constituting a total and permanent disability
          (as set forth in Section 22(e)(3) of the Code), Optionee may, but only within
          six (6) months from the Termination Date (but in no event later than the
          Expiration Date set forth in the Notice and in Section 9 below), exercise the
          Option to the extent Optionee was entitled to exercise it as of such Termination
          Date; provided, however, that if this is an Incentive Stock Option and Optionee
          fails to exercise this Incentive Stock Option within three months from the
          Termination Date, this Option will cease to qualify as an Incentive Stock Option
          (as defined in Section 422 of the Code) and Optionee will be treated for federal
          income tax purposes as having received ordinary income at the time of such
          exercise in an amount generally measured by the difference between the Exercise
          Price for the Shares and the Fair Market Value of the Shares on the date of
          exercise. To the extent that Optionee was not entitled to exercise the Option at
          the Termination Date, or if Optionee does not exercise such Option to the extent
          so entitled within the time specified in this Section 6(b), this Option shall
          terminate. 



         7.    
          Death of Optionee. In the event of the death of Optionee:
          (a) during the Term of this Option and while an Employee or Consultant of the
          Company and having been in Continuous Status as an Employee or Consultant since
          the date of grant of the Option; or (b) within thirty (30) days after
          Optionee’s Termination Date, this Option may be exercised at any time
          within six (6) months following the date of death (but in no event later than
          the Expiration Date set forth in the Notice and in Section 9 below), by
          Optionee’s estate or by a person who acquired the right to exercise the
          Option by bequest or inheritance, but only to the extent of the right to
          exercise that had accrued at the Termination Date. 



         8.    
          Non-Transferability of Option. This Option may not be
          transferred in any manner otherwise than by will or by the laws of descent or
          distribution and may be exercised during the lifetime of Optionee only by him or
          her. The terms of this Option shall be binding upon the executors,
          administrators, heirs, successors and assigns of Optionee. 



         9.    
          Term of Option. This Option may be exercised only within
          the Term set forth in the Notice, subject to the limitations set forth in
          Section 6 of the Plan. 



         10.    
          Tax Consequences. Set forth below is a brief summary as of
          the date of this Option of certain of the federal and state tax consequences of
          exercise of this Option and disposition of the Shares under the laws in effect
          as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
          LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
          ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



             (a)    
          Exercise of Incentive Stock Option. If this Option
          qualifies as an Incentive Stock Option, there will be no regular federal or
          state income tax liability upon the exercise of the Option, although the excess,
          if any, of the Fair Market Value of the Shares on the date of exercise over the
          Exercise Price will be treated as an adjustment to the alternative minimum tax
          for federal tax purposes and may subject Optionee to the alternative minimum tax
          in the year of exercise. 



4 











             (b)    
          Exercise of Nonstatutory Stock Option. If this Option does
          not qualify as an Incentive Stock Option, there may be a regular federal income
          tax liability and a state income tax liability upon the exercise of the Option.
          Optionee will be treated as having received compensation income (taxable at
          ordinary income tax rates) equal to the excess, if any, of the fair market value
          of the Shares on the date of exercise over the Exercise Price. If Optionee is a
          current or former employee, the Company may be required to withhold from
          Optionee’s compensation or collect from Optionee and pay to the applicable
          taxing authorities an amount equal to a percentage of this compensation income
          at the time of exercise. 



             (c)    
          Disposition of Shares. In the case of a Nonstatutory Stock
          Option, if Shares are held for more than one (1) year, any gain realized on
          disposition of the Shares will be treated as long-term capital gain for federal
          and state income tax purposes. In the case of an Incentive Stock Option, if
          Shares transferred pursuant to the Option are held for more than one (1) year
          after exercise and are disposed of by at least two (2) years after the Date of
          Grant, any gain realized on disposition of the Shares will also be treated as
          long-term capital gain for federal and state income tax purposes. In either
          case, the long-term capital gain will be taxed for federal income tax and
          alternative minimum tax purposes at a maximum rate of 20% if the Shares are held
          more than one (1) year after exercise. If Shares purchased under an Incentive
          Stock Option are disposed of within one (1) year after exercise or within two
          (2) years after the Date of Grant, any gain realized on such disposition will be
          treated as compensation income (taxable at ordinary income rates) to the extent
          of the difference between the Exercise Price and the lesser of: (i) the Fair
          Market Value of the Shares on the date of exercise; or (ii) the sale price of
          the Shares. 



             (d)    
          Notice of Disqualifying Disposition of Incentive Stock Option
          Shares. If the Option granted to Optionee herein is an Incentive
          Stock Option, and if Optionee sells or otherwise disposes of any of the Shares
          acquired pursuant to the Incentive Stock Option on or before the later of: (i)
          the date two (2) years after the Date of Grant; or (ii) the date one (1) year
          after the date of exercise, Optionee shall immediately notify the Company in
          writing of such disposition. Optionee acknowledges and agrees that he or she may
          be subject to income tax withholding by the Company on the compensation income
          recognized by Optionee from the early disposition by payment in cash or out of
          the current earnings paid to Optionee. 



         11.    
          Withholding Tax Obligations. 



             (a)    
          General Withholding Obligations. As a condition to the
          exercise of the Option granted hereunder, Optionee shall make such arrangements
          as the Administrator may require for the satisfaction of any federal, state,
          local or foreign withholding tax obligations that may arise in connection with
          the exercise, receipt or vesting of the Option. The Company shall not be
          required to issue any Shares under the Plan until such obligations are
          satisfied. Optionee understands that, upon exercising a Nonstatutory Stock
          Option, he or she will recognize income for tax purposes in an amount equal to
          the excess of the then Fair Market Value of the Shares over the Exercise Price.
          If Optionee is an employee, the Company will be required to withhold from
          Optionee’s compensation, or collect from Optionee and pay to the applicable
          taxing authorities, an amount equal to a percentage of this compensation income.
          Additionally, Optionee may at some point be required to satisfy tax withholding
          obligations with respect to the disqualifying disposition of an Incentive Stock
          Option. Optionee shall satisfy his or her tax withholding obligation arising
          upon the exercise of this Option by one or some combination of the following
          methods: (i) by cash or check payment; (ii) out of Optionee’s current
          compensation; (iii) if permitted by the Administrator, in its discretion, by
          surrendering to the Company Shares which (A) in the case of Shares previously
          acquired from the Company, have been owned by Optionee for more than six (6)
          months on the date of surrender, and (B) have a Fair Market Value determined as
          of the applicable Tax Date (as defined in Section 11(c) below) on the date of
          surrender equal to the amount required to be withheld; or (iv) by electing to
          have the Company withhold from the Shares to be issued upon exercise of the
          Option that number of Shares having a Fair Market Value determined as of the
          applicable Tax Date equal to the amount required to be withheld. 



5 











             (b)    
          Stock Withholding to Satisfy Withholding Tax Obligations.
          In the event the Administrator allows Optionee to satisfy his or her tax
          withholding obligations as provided in Section 11(a)(iii) or (iv) above, such
          satisfaction must comply with the requirements of this Section (11)(b) and all
          applicable laws. All elections by Optionee to have Shares withheld to satisfy
          tax withholding obligations shall be made in writing in a form acceptable to the
          Administrator and shall be subject to the following restrictions: 



                 (i)    
          the election must be made on or prior to the applicable Tax Date (as defined in
          Section 11(c) below); 



                 (ii)    
          once made, the election shall be irrevocable as to the particular Shares of the
          Option as to which the election is made; and 



                 (iii)    
          all elections shall be subject to the consent or disapproval of the
          Administrator. 



        In
the event the election to have Shares withheld is made by Optionee and the Tax Date is
deferred under Section 83 of the Code because no election is filed under Section 83(b) of
the Code, Optionee shall receive the full number of Shares with respect to which the
Option is exercised, but Optionee shall be unconditionally obligated to tender back to the
Company the proper number of Shares on the Tax Date. 



             (c)    
          Definitions. For purposes of this Section 11, the Fair
          Market Value of the Shares to be withheld shall be determined on the date that
          the amount of tax to be withheld is to be determined under the Applicable Laws
          (the “Tax Date”). 



         12.    
          Market Standoff Agreement. In connection with the initial
          public offering of the Company’s securities and upon request of the Company
          or the underwriters managing such underwritten offering of the Company’s
          securities, Optionee agrees not to sell, make any short sale of, loan, grant any
          option for the purchase of, or otherwise dispose of any securities of the
          Company (other than those included in the registration) without the prior
          written consent of the Company or such underwriters, as the case may be, for
          such period of time (not to exceed 180 days) from the effective date of such
          registration as may be requested by the Company or such managing underwriters
          and to execute an agreement reflecting the foregoing as may be requested by the
          underwriters at the time of the Company’s initial public offering. 



[Signature Page Follows] 




6 











        This
Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document. 



		
		AURIGA LABORATORIES, INC.
		

By: /s/ Philip S. Pesin
		
Name: Philip S. Pesin
		Title:   Chief Executive Officer







        OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED
ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S
STOCK PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT
WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. 



        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Agreement and fully understands all provisions of the Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement. 



		
	Dated: November 8, 2006	/s/ Charles R. Bearchell
		Signature









7 










EXHIBIT A 



AURIGA LABORATORIES,
INC. 



2006 STOCK PLAN
EARLY
EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 



        This
Agreement (“Agreement”) is made as of __________________________, by and
between Auriga Laboratories, Inc., a Delaware corporation (the
“Company”), and __________________________________
(“Purchaser”). To the extent any capitalized terms used in this Agreement are
not defined, they shall have the meaning ascribed to them in the 2006 Stock Plan. 



         1.    
          Exercise of Option. Subject to the terms and conditions
          hereof, Purchaser hereby elects to exercise his or her option to purchase
          _________________ shares of the Common Stock (the “Shares”) of
          the Company under and pursuant to the Company’s 2006 Stock Plan (the
          “Plan”) and the Stock Option Agreement dated _________________
          (the “Option Agreement”). Of these Shares, Purchaser has
          elected to purchase _________________ of those Shares which have become vested
          as of the date hereof under the Vesting Schedule set forth in the Notice of
          Stock Option Grant (the “Vested Shares”) and ____________
          Shares which have not yet vested under such Vesting Schedule (the
          “Unvested Shares”). The purchase price for the Shares shall be
          $____________ per Share for a total purchase price of $_______________, which
          amount shall be paid for by a check in the amount of $____________. The term
          “Shares” refers to the purchased Shares and all securities
          received in replacement of the Shares or as stock dividends or splits, all
          securities received in replacement of the Shares in a recapitalization, merger,
          reorganization, exchange or the like, and all new, substituted or additional
          securities or other properties to which Purchaser is entitled by reason of
          Purchaser’s ownership of the Shares. 



         2.    
          Time and Place of Exercise. The purchase and sale of the
          Shares under this Agreement shall occur at the principal office of the Company
          simultaneously with the execution and delivery of this Agreement in accordance
          with the provisions of Section 2(b) of the Option Agreement. On such date, the
          Company will deliver to Purchaser a certificate representing the Shares to be
          purchased by Purchaser (which shall be issued in Purchaser’s name) against
          payment of the purchase price therefor by Purchaser by (a) check made payable to
          the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c)
          delivery of shares of the Common Stock of the Company in accordance with Section
          3 of the Option Agreement, or (d) a combination of the foregoing. 



         3.    
          Limitations on Transfer. In addition to any other
          limitation on transfer created by applicable securities laws, Purchaser shall
          not assign, encumber or dispose of any interest in the Shares while the Shares
          are subject to the Company’s Repurchase Option (as defined below). After
          any Shares have been released from such Repurchase Option, Purchaser shall not
          assign, encumber or dispose of any interest in such Shares except in compliance
          with the provisions below and applicable securities laws. 




A-1 














        (a)    Repurchase
Option. 




                 (i)    
          In the event of the voluntary or involuntary termination of Purchaser’s
          employment or consulting relationship with the Company for any reason (including
          death or disability), with or without cause, the Company shall upon the date of
          such termination (the “Termination Date”) have an irrevocable,
          exclusive option (the “Repurchase Option”) for a period of 90
          days from such date to repurchase all or any portion of the Shares held by
          Purchaser as of the Termination Date which have not yet been released from the
          Company’s Repurchase Option at the original purchase price per Share
          specified in Section 1 (adjusted for any stock splits, stock dividends and the
          like). 



                 (ii)    
          Unless the Company notifies Purchaser within 90 days from the date of
          termination of Purchaser’s employment or consulting relationship that it
          does not intend to exercise its Repurchase Option with respect to some or all of
          the Shares, the Repurchase Option shall be deemed automatically exercised by the
          Company as of the 90th day following such termination, provided that the Company
          may notify Purchaser that it is exercising its Repurchase Option as of a date
          prior to such 90th day. Unless Purchaser is otherwise notified by the Company
          pursuant to the preceding sentence that the Company does not intend to exercise
          its Repurchase Option as to some or all of the Shares to which it applies at the
          time of termination, execution of this Agreement by Purchaser constitutes
          written notice to Purchaser of the Company’s intention to exercise its
          Repurchase Option with respect to all Shares to which such Repurchase Option
          applies. The Company, at its choice, may satisfy its payment obligation to
          Purchaser with respect to exercise of the Repurchase Option by either (A)
          delivering a check to Purchaser in the amount of the purchase price for the
          Shares being repurchased, or (B) in the event Purchaser is indebted to the
          Company, canceling an amount of such indebtedness equal to the purchase price
          for the Shares being repurchased, or (C) by a combination of (A) and (B) so that
          the combined payment and cancellation of indebtedness equals such purchase
          price. In the event of any deemed automatic exercise of the Repurchase Option
          pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company,
          such indebtedness equal to the purchase price of the Shares being repurchased
          shall be deemed automatically canceled as of the 90th day following termination
          of Purchaser’s employment or consulting relationship unless the Company
          otherwise satisfies its payment obligations. As a result of any repurchase of
          Shares pursuant to this Section 3(a), the Company shall become the legal and
          beneficial owner of the Shares being repurchased and shall have all rights and
          interest therein or related thereto, and the Company shall have the right to
          transfer to its own name the number of Shares being repurchased by the Company,
          without further action by Purchaser. 



                 (iii)    
          One hundred percent (100%) of the Shares shall initially be subject to the
          Repurchase Option. The Unvested Shares shall be released from the Repurchase
          Option in accordance with the Vesting Schedule set forth in the Notice of Stock
          Option Grant until all Shares are released from the Repurchase Option.
          Fractional shares shall be rounded to the nearest whole share. 



             (b)    
          Right of First Refusal. Before any Shares held by Purchaser
          or any transferee of Purchaser (either being sometimes referred to herein as the
          “Holder”) may be sold or otherwise transferred (including
          transfer by gift or operation of law), the Company or its assignee(s) shall have
          a right of first refusal to purchase the Shares on the terms and conditions set
          forth in this Section 3(b) (the “Right of First Refusal”). 




A-2 











                 (i)    
          Notice of Proposed Transfer. The Holder of the Shares shall
          deliver to the Company a written notice (the “Notice”) stating:
          (i) the Holder’s bona fide intention to sell or otherwise transfer such
          Shares; (ii) the name of each proposed purchaser or other transferee
          (“Proposed Transferee”); (iii) the number of Shares to be
          transferred to each Proposed Transferee; and (iv) the terms and conditions of
          each proposed sale or transfer. The Holder shall offer the Shares at the same
          price (the “Offered Price”) and upon the same terms (or terms
          as similar as reasonably possible) to the Company or its assignee(s). 



                 (ii)    
          Exercise of Right of First Refusal. At any time within 30
          days after receipt of the Notice, the Company and/or its assignee(s) may, by
          giving written notice to the Holder, elect to purchase all, but not less than
          all, of the Shares proposed to be transferred to any one or more of the Proposed
          Transferees, at the purchase price determined in accordance with subsection
          (iii) below. 



                 (iii)    
          Purchase Price. The purchase price (“Purchase
          Price”) for the Shares purchased by the Company or its assignee(s)
          under this Section 3(b) shall be the Offered Price. If the Offered Price
          includes consideration other than cash, the cash equivalent value of the
          non-cash consideration shall be determined by the Board of Directors of the
          Company in good faith. 



                 (iv)    
          Payment. Payment of the Purchase Price shall be made, at
          the option of the Company or its assignee(s), in cash (by check), by
          cancellation of all or a portion of any outstanding indebtedness of the Holder
          to the Company (or, in the case of repurchase by an assignee, to the assignee),
          or by any combination thereof within 30 days after receipt of the Notice or in
          the manner and at the times set forth in the Notice. 



                 (v)    
          Holder’s Right to Transfer. If all of the Shares
          proposed in the Notice to be transferred to a given Proposed Transferee are not
          purchased by the Company and/or its assignee(s) as provided in this Section
          3(b), then the Holder may sell or otherwise transfer such Shares to that
          Proposed Transferee at the Offered Price or at a higher price, provided that
          such sale or other transfer is consummated within 60 days after the date of the
          Notice and provided further that any such sale or other transfer is effected in
          accordance with any applicable securities laws and the Proposed Transferee
          agrees in writing that the provisions of this Section 3 shall continue to apply
          to the Shares in the hands of such Proposed Transferee. If the Shares described
          in the Notice are not transferred to the Proposed Transferee within such period,
          or if the Holder proposes to change the price or other terms to make them more
          favorable to the Proposed Transferee, a new Notice shall be given to the
          Company, and the Company and/or its assignees shall again be offered the Right
          of First Refusal before any Shares held by the Holder may be sold or otherwise
          transferred. 



                 (vi)    
          Exception for Certain Family Transfers. Anything to the
          contrary contained in this Section 3(b) notwithstanding, the transfer of any or
          all of the Shares during Purchaser’s lifetime or on Purchaser’s death
          by will or intestacy to Purchaser’s Immediate Family (as defined below) or
          a trust for the benefit of Purchaser’s Immediate Family shall be exempt
          from the provisions of this
Section 3(b). “Immediate Family” as
          used herein shall mean spouse, lineal descendant or antecedent, father, mother,
          brother or sister. In such case, the transferee or other recipient shall receive
          and hold the Shares so transferred subject to the provisions of this Section,
          and there shall be no further transfer of such Shares except in accordance with
          the terms of this Section 3. 



A-3 











             (c)    
          Involuntary Transfer. 



                 (i)    
          Company’s Right to Purchase upon Involuntary Transfer.
          In the event, at any time after the date of this Agreement, of any transfer by
          operation of law or other involuntary transfer (including divorce or death, but
          excluding, in the event of death, a transfer to Immediate Family as set forth in
          Section 3(b)(vi) above) of all or a portion of the Shares by the record holder
          thereof, the Company shall have the right to purchase all of the Shares
          transferred at the greater of the purchase price paid by Purchaser pursuant to
          this Agreement or the Fair Market Value of the Shares on the date of transfer.
          Upon such a transfer, the person acquiring the Shares shall promptly notify the
          Secretary of the Company of such transfer. The right to purchase such Shares
          shall be provided to the Company for a period of 30 days following receipt by
          the Company of written notice by the person acquiring the Shares. 



                 (ii)    
          Price for Involuntary Transfer. With respect to any stock
          to be transferred pursuant to Section 3(c)(i), the price per Share shall be a
          price set by the Board of Directors of the Company that will reflect the current
          value of the stock in terms of present earnings and future prospects of the
          Company. The Company shall notify Purchaser or his or her executor of the price
          so determined within 30 days after receipt by it of written notice of the
          transfer or proposed transfer of Shares. However, if the Purchaser does not
          agree with the valuation as determined by the Board of Directors of the Company,
          the Purchaser shall be entitled to have the valuation determined by an
          independent appraiser to be mutually agreed upon by the Company and the
          Purchaser and whose fees shall be borne equally by the Company and the
          Purchaser. 



             (d)    
          Assignment. The right of the Company to purchase any part
          of the Shares may be assigned in whole or in part to any shareholder or
          shareholders of the Company or other persons or organizations. 



             (e)    
          Restrictions Binding on Transferees. All transferees of
          Shares or any interest therein will receive and hold such Shares or interest
          subject to the provisions of this Agreement, including, insofar as applicable,
          the Repurchase Option. In the event of any purchase by the Company hereunder
          where the Shares or interest are held by a transferee, the transferee shall be
          obligated, if requested by the Company, to transfer the Shares or interest to
          the Purchaser for consideration equal to the amount to be paid by the Company
          hereunder. In the event the Repurchase Option is deemed exercised by the Company
          pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
          transferred the Shares or interest to Purchaser prior to their purchase by the
          Company, and payment of the purchase price by the Company to such transferee
          shall be deemed to satisfy Purchaser’s obligation to pay such transferee
          for such Shares or interest, and also to satisfy the Company’s obligation
          to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares
          shall be void unless the provisions of this Agreement are satisfied. 




A-4 












             (f)    
          Termination of Rights. The Right of First Refusal and the
          Company’s right to repurchase the Shares in the event of an involuntary
          transfer pursuant to Section 3(c) above shall terminate upon the listing of
          Common Stock of the Company on a national exchange. 



             (g)    
          Market Standoff Agreement. In connection with the initial
          public offering of the Company’s securities and upon request of the Company
          or the underwriters managing such underwritten offering of the Company’s
          securities, Purchaser agrees not to sell, make any short sale of, loan, grant
          any option for the purchase of, or otherwise dispose of any securities of the
          Company (other than those included in the registration) without the prior
          written consent of the Company or such underwriters, as the case may be, for
          such period of time (not to exceed 180 days) from the effective date of such
          registration as may be requested by the Company or such managing underwriters
          and to execute an agreement reflecting the foregoing as may be requested by the
          underwriters at the time of the Company’s initial public offering. 



         4.    
          Escrow of Unvested Shares. For purposes of facilitating the
          enforcement of the provisions of Section 3 above, Purchaser agrees, immediately
          upon receipt of the certificate(s) for the Shares subject to the Repurchase
          Option, to deliver such certificate(s), together with an Assignment Separate
          from Certificate in the form attached to this Agreement as Attachment A
          executed by Purchaser and by Purchaser’s spouse (if required for transfer),
          in blank, to the Secretary of the Company, or the Secretary’s designee, to
          hold such certificate(s) and Assignment Separate from Certificate in escrow and
          to take all such actions and to effectuate all such transfers and/or releases as
          are in accordance with the terms of this Agreement. Purchaser hereby
          acknowledges that the Secretary of the Company, or the Secretary’s
          designee, is so appointed as the escrow holder with the foregoing authorities as
          a material inducement to make this Agreement and that said appointment is
          coupled with an interest and is accordingly irrevocable. Purchaser agrees that
          said escrow holder shall not be liable to any party hereof (or to any other
          party). The escrow holder may rely upon any letter, notice or other document
          executed by any signature purported to be genuine and may resign at any time.
          Purchaser agrees that if the Secretary of the Company, or the Secretary’s
          designee, resigns as escrow holder for any or no reason, the Board of Directors
          of the Company shall have the power to appoint a successor to serve as escrow
          holder pursuant to the terms of this Agreement. 



         5.    
          Investment and Taxation Representations. In connection with
          the purchase of the Shares, Purchaser represents to the Company the following: 



             (a)    
          Purchaser is aware of the Company’s business affairs and financial
          condition and has acquired sufficient information about the Company to reach an
          informed and knowledgeable decision to acquire the Shares. Purchaser is
          purchasing the Shares for investment for his or her own account only and not
          with a view to, or for resale in connection with, any “distribution”
          thereof within the meaning of the Securities Act. Purchaser does not have any
          present intention to transfer the Shares to any other person or entity. 



             (b)    
          Purchaser understands that the Shares have not been registered under the
          Securities Act by reason of a specific exemption therefrom, which exemption
          depends upon, among other things, the bona fide nature of Purchaser’s
          investment intent as expressed herein. 




A-5 











             (c)    
          Purchaser understands that the Shares are “restricted securities”
          under applicable U.S. federal and state securities laws and that, pursuant to
          these laws, Purchaser must hold the Shares indefinitely unless they are
          registered with the Securities and Exchange Commission and qualified by state
          authorities, or an exemption from such registration and qualification
          requirements is available. Purchaser acknowledges that the Company has no
          obligation to register or qualify the Shares for resale. Purchaser further
          acknowledges that if an exemption from registration or qualification is
          available, it may be conditioned on various requirements including, but not
          limited to, the time and manner of sale, the holding period for the Shares, and
          requirements relating to the Company which are outside of the Purchaser’s
          control, and which the Company is under no obligation and may not be able to
          satisfy. 



             (d)    
          Purchaser understands that Purchaser may suffer adverse tax consequences as a
          result of Purchaser’s purchase or disposition of the Shares. Purchaser
          represents that Purchaser has consulted any tax consultants Purchaser deems
          advisable in connection with the purchase or disposition of the Shares and that
          Purchaser is not relying on the Company for any tax advice. 



         6.    
          Restrictive Legends and Stop-Transfer Orders. 



             (a)    
          Legends. The certificate or certificates representing the
          Shares shall bear the following legends (as well as any legends required by
          applicable state and federal corporate and securities laws): 



                 (i)    
          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. 



                 (ii)    
          THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE
          WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY
          OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 



             (b)    
          Stop-Transfer Notices. Purchaser agrees that, in order to
          ensure compliance with the restrictions referred to herein, the Company may
          issue appropriate “stop transfer” instructions to its transfer agent,
          if any, and that, if the Company transfers its own securities, it may make
          appropriate notations to the same effect in its own records. 



             (c)    
          Refusal to Transfer. The Company shall not be required (i)
          to transfer on its books any Shares that have been sold or otherwise transferred
          in violation of any of the provisions of this Agreement or (ii) to treat as
          owner of such Shares or to accord the right to vote or pay dividends to any
          purchaser or other transferee to whom such Shares shall have been so
          transferred. 




A-6 












             (d)    
          Removal of Legend. When all of the following events have
          occurred, the Shares then held by Purchaser will no longer be subject to the
          legend referred to in Section 6(a)(ii): (i) the termination of the Right of
          First Refusal; (ii) the expiration or termination of the market standoff
          provisions of Section 3(g) (and of any agreement entered pursuant to Section
          3(g)); and (iii) the expiration or exercise in full of the Repurchase Option.
          After such time, and upon Purchaser’s request, a new certificate or
          certificates representing the Shares not repurchased shall be issued without the
          legend referred to in Section 6(a)(ii), and delivered to Purchaser. 



         7.    
          No Employment Rights. Nothing in this Agreement shall
          affect in any manner whatsoever the right or power of the Company, or a Parent
          or Subsidiary of the Company, to terminate Purchaser’s employment or
          consulting relationship, for any reason, with or without cause. 



         8.    
          Section 83(b) Election. Purchaser understands that Section
          83(a) of the Internal Revenue Code of 1986, as amended (the
          “Code”), taxes as ordinary income for a Nonstatutory Stock
          Option and as alternative minimum taxable income for an Incentive Stock Option
          the difference between the amount paid for the Shares and the Fair Market Value
          of the Shares as of the date any restrictions on the Shares lapse. In this
          context, “restriction” means the right of the Company to buy
          back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of
          this Agreement. Purchaser understands that Purchaser may elect to be taxed at
          the time the Shares are purchased, rather than when and as the Repurchase Option
          expires, by filing an election under Section 83(b) (an “83(b)
          Election”) of the Code with the Internal Revenue Service within 30 days
          from the date of purchase. Even if the Fair Market Value of the Shares at the
          time of the execution of this Agreement equals the amount paid for the Shares,
          the election must be made to avoid income and alternative minimum tax treatment
          under Section 83(a) in the future. Purchaser understands that failure to file
          such an election in a timely manner may result in adverse tax consequences for
          Purchaser. Purchaser further understands that an additional copy of such
          election form should be filed with his or her federal income tax return for the
          calendar year in which the date of this Agreement falls. Purchaser acknowledges
          that the foregoing is only a summary of the effect of United States federal
          income taxation with respect to purchase of the Shares hereunder, and does not
          purport to be complete. Purchaser further acknowledges that the Company has
          directed Purchaser to seek independent advice regarding the applicable
          provisions of the Code, the income tax laws of any municipality, state or
          foreign country in which Purchaser may reside, and the tax consequences of
          Purchaser’s death. 



        Purchaser
agrees that he or she will execute and deliver to the Company with this executed Agreement
a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election
(the “Acknowledgment”) attached hereto as Attachment B. Purchaser
further agrees that he or she will execute and submit with the Acknowledgment a copy of
the 83(b) Election attached hereto as Attachment C (for tax purposes in connection
with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his
or her decision to make such an election. 



A-7 











    9.    Miscellaneous. 





             (a)    
          Governing Law. This Agreement and all acts and transactions
          pursuant hereto and the rights and obligations of the parties hereto shall be
          governed, construed and interpreted in accordance with the laws of the State of
          Georgia, without giving effect to principles of conflicts of law. 



             (b)    
          Entire Agreement; Enforcement of Rights. This Agreement
          sets forth the entire agreement and understanding of the parties relating to the
          subject matter herein and merges all prior discussions between them. No
          modification of or amendment to this Agreement, nor any waiver of any rights
          under this Agreement, shall be effective unless in writing signed by the parties
          to this Agreement. The failure by either party to enforce any rights under this
          Agreement shall not be construed as a waiver of any rights of such party. 



             (c)    
          Severability. If one or more provisions of this Agreement
          are held to be unenforceable under applicable law, the parties agree to
          renegotiate such provision in good faith. In the event that the parties cannot
          reach a mutually agreeable and enforceable replacement for such provision, then
          (i) such provision shall be excluded from this Agreement, (ii) the balance of
          the Agreement shall be interpreted as if such provision were so excluded and
          (iii) the balance of the Agreement shall be enforceable in accordance with its
          terms. 



             (d)    
          Construction. This Agreement is the result of negotiations
          between and has been reviewed by each of the parties hereto and their respective
          counsel, if any; accordingly, this Agreement shall be deemed to be the product
          of all of the parties hereto, and no ambiguity shall be construed in favor of or
          against any one of the parties hereto. 



             (e)    
          Notices. Any notice required or permitted by this Agreement
          shall be in writing and shall be deemed sufficient when delivered personally or
          sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as
          certified or registered mail, with postage prepaid, and addressed to the party
          to be notified at such party’s address as set forth below or as
          subsequently modified by written notice. 



             (f)    
          Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original and all of which
          together shall constitute one instrument. 



             (g)    
          Successors and Assigns. The rights and benefits of this
          Agreement shall inure to the benefit of, and be enforceable by the
          Company’s successors and assigns. The rights and obligations of Purchaser
          under this Agreement may only be assigned with the prior written consent of the
          Company. 




A-8 










             (h)    
          Georgia Corporate Securities Law. THE SALE OF THE
          SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
          THE COMMISSIONER OF CORPORATIONS OF THE STATE OF GEORGIA, OR ANY OTHER STATE,
          AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
          CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
          OF SECURITIES IS EXEMPT FROM QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS
          AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
          UNLESS THE SALE IS SO EXEMPT. 



[Signature Page Follows] 
















A-9 










        The
parties have executed this Agreement as of the date first set forth above. 



		
		COMPANY:
		
AURIGA LABORATORIES, INC.
		

By:_________________________________
		
Name:_______________________________
		
Title:________________________________
		
    Address: 5555 Triangle Parkway, Suite 300
		                      Norcross, GA 30092
		

PURCHASER:
		

____________________________________
		Signature
		
____________________________________
		Print Name
		
____________________________________
		Address
		
____________________________________
		Address













A-10 












ATTACHMENT A 



ASSIGNMENT SEPARATE
FROM CERTIFICATE 



        FOR
VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock
Purchase Agreement between the undersigned (“Purchaser”) and Auriga
Laboratories, Inc. (the “Company”) dated _______________, ____ (the
“Agreement”), Purchaser hereby sells, assigns and transfers unto the
Company _________________________ (________) shares of the Common Stock of the Company,
standing in Purchaser’s name on the books of the Company and represented by
Certificate No. ____, and does hereby irrevocably constitute and appoint
____________________________________________ to transfer said stock on the books of the
Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED
AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. 




Dated:
______________________ 



		
		Signature:
		

______________________________________
		Signature
		
______________________________________
		Print Name








Instruction: Please do not
fill in any blanks other than the signature line. The purpose of this assignment is to
enable the Company to exercise its Repurchase Option set forth in the Agreement without
requiring additional signatures on the part of Purchaser. 













A-A-1 











ATTACHMENT B 



ACKNOWLEDGMENT AND
STATEMENT OF DECISION
REGARDING SECTION 83(b) ELECTION 



        The
undersigned (which term includes the undersigned’s spouse), a purchaser of
___________ shares of Common Stock of Auriga Laboratories, Inc., a Delaware corporation
(the “Company”) by exercise of an option (the “Option”)
granted pursuant to the Company’s 2006 Stock Plan (the “Plan”),
hereby states as follows: 



         1.    
          The undersigned acknowledges receipt of a copy of the Plan relating to the
          offering of such shares. The undersigned has carefully reviewed the Plan and the
          option agreement pursuant to which the Option was granted. 



         2.    
          The undersigned either [check and complete as applicable]: 



	 	(a) ____  	
has consulted, and has been fully advised by, the undersigned’s           own tax
advisor, ______________________, whose business address           is
______________________________, regarding the federal, state and local tax
          consequences of purchasing shares under the Plan, and particularly regarding
the           advisability of making elections pursuant to Section 83(b) of the Internal
          Revenue Code of 1986, as amended (the “Code”) and pursuant to
          the corresponding provisions, if any, of applicable state law; or  






	 	(b) ____ 	has
knowingly chosen not to consult such a tax advisor.  






         3.    
          The undersigned hereby states that the undersigned has decided [check as
          applicable]: 



	 	(a) ____  	to
make an election pursuant to Section 83(b) of the Code, and is           submitting to
the Company, together with the undersigned’s executed Early           Exercise
Notice and Restricted Stock Purchase Agreement, an executed form           entitled “Election
Under Section 83(b) of the Internal Revenue Code of           1986;” or  






	 	(b) ____  	not
to make an election pursuant to Section 83(b) of the Code.  






         4.    
          Neither the Company nor any subsidiary or representative of the Company has made
          any warranty or representation to the undersigned with respect to the tax
          consequences of the undersigned’s purchase of shares under the Plan or of
          the making or failure to make an election pursuant to Section 83(b) of the Code
          or the corresponding provisions, if any, of applicable state law. 



		
	Date:____________________	___________________________________
		Signature








A-B-1 










ATTACHMENT C 



ELECTION UNDER SECTION
83(b)
OF THE INTERNAL REVENUE CODE OF 1986 



        The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code, to include in taxpayer’s gross income or alternative minimum taxable income, as
applicable, for the current taxable year, the amount of any income that may be taxable to
taxpayer in connection with taxpayer’s receipt of the property described below: 



         1.    
          The name, address, taxpayer identification number and taxable year of the
          undersigned are as follows: 



	 	
NAME
OF TAXPAYER:  _______________________________ 






	 	
ADDRESS:    
_______________________________________ 






	 	
_______________________________________  






	 	
IDENTIFICATION
NO. OF TAXPAYER:  ___________________ 






	 	
TAXABLE
YEAR:  __________ 






         2.    
          The property with respect to which the election is made is described as follows: 




	 	
_________________
shares of the Common Stock of Auriga Laboratories, Inc., a Delaware corporation (the
“Company”). 






         3.    
          The date on which the property was transferred is: _______________ 



         4.    
          The property is subject to the following restrictions: 



	 	
Repurchase
option at cost in favor of the Company upon termination of taxpayer’s employment or
consulting relationship.  






         5.    
          The fair market value at the time of transfer, determined without regard to any
          restriction other than a restriction which by its terms will never lapse, of
          such property is: $____________________ 



The amount (if any) paid for such
property: $____________________ 



The undersigned has submitted a copy
of this statement to the person for whom the services were performed in connection with
the undersigned’s receipt of the above-described property. The transferee of such
property is the person performing the services in connection with the transfer of said
property. 



The undersigned understands that the
foregoing election may not be revoked except with the consent of the Commissioner. 



		
	Dated: ____________________	__________________________________
		Signature








A-C-1 










RECEIPT AND CONSENT 



        The
undersigned hereby acknowledges receipt of a photocopy of Certificate No. ______ for
__________________ shares of Common Stock of Auriga Laboratories, Inc. (the “Company”). 




        The
undersigned further acknowledges that the Secretary of the Company, or his or her
designee, is acting as escrow holder pursuant to the Early Exercise Notice and Restricted
Stock Purchase Agreement Purchaser has previously entered into with the Company. As escrow
holder, the Secretary of the Company, or his or her designee, holds the original of the
aforementioned certificate issued in the undersigned’s name. 




		
	Dated: ____________________	__________________________________
		Name:

























EXHIBIT B 



AURIGA LABORATORIES,
INC. 



2006 STOCK PLAN
EXERCISE NOTICE AND
RESTRICTED STOCK PURCHASE AGREEMENT 



        This
Agreement (“Agreement”) is made as of ______________, by and between
Auriga Laboratories, Inc., a Delaware corporation (the “Company”), and
____________ (“Purchaser”). To the extent any capitalized terms used in
this Agreement are not defined, they shall have the meaning ascribed to them in the 2006
Stock Plan. 



         1.    
          Exercise of Option. Subject to the terms and conditions
          hereof, Purchaser hereby elects to exercise his or her option to purchase
          __________ shares of the Common Stock (the “Shares”) of the
          Company under and pursuant to the Company’s 2006 Stock Plan (the
          “Plan”) and the Stock Option Agreement dated ______________,
          (the “Option Agreement”). The purchase price for the Shares
          shall be $__________per Share for a total purchase price of $_______________.
          The term “Shares” refers to the purchased Shares and all
          securities received in replacement of the Shares or as stock dividends or
          splits, all securities received in replacement of the Shares in a
          recapitalization, merger, reorganization, exchange or the like, and all new,
          substituted or additional securities or other properties to which Purchaser is
          entitled by reason of Purchaser’s ownership of the Shares. 



         2.    
          Time and Place of Exercise. The purchase and sale of the
          Shares under this Agreement shall occur at the principal office of the Company
          simultaneously with the execution and delivery of this Agreement in accordance
          with the provisions of Section 2(b) of the Option Agreement. On such date, the
          Company will deliver to Purchaser a certificate representing the Shares to be
          purchased by Purchaser (which shall be issued in Purchaser’s name) against
          payment of the purchase price therefor by Purchaser by (a) check made payable to
          the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c)
          delivery of shares of the Common Stock of the Company in accordance with Section
          3 of the Option Agreement, or (d) a combination of the foregoing. 



         3.    
          Limitations on Transfer. In addition to any other
          limitation on transfer created by applicable securities laws, Purchaser shall
          not assign, encumber or dispose of any interest in the Shares except in
          compliance with the provisions below and applicable securities laws. 



             (a)    
          Right of First Refusal. Before any Shares held by Purchaser
          or any transferee of Purchaser (either being sometimes referred to herein as the
          “Holder”) may be sold or otherwise transferred (including
          transfer by gift or operation of law), the Company or its assignee(s) shall have
          a right of first refusal to purchase the Shares on the terms and conditions set
          forth in this Section 3(a) (the “Right of First Refusal”). 



                 (i)    
          Notice of Proposed Transfer. The Holder of the Shares shall
          deliver to the Company a written notice (the “Notice”) stating:
          (i) the Holder’s bona fide intention to sell or otherwise transfer such
          Shares; (ii) the name of each proposed purchaser or other transferee
          (“Proposed Transferee”); (iii) the number of Shares to be
          transferred to each Proposed Transferee; and (iv) the terms and conditions of
          each proposed sale or transfer. The Holder shall offer the Shares at the same
          price (the “Offered Price”) and upon the same terms (or terms
          as similar as reasonably possible) to the Company or its assignee(s). 




B-1 













                 (ii)    
          Exercise of Right of First Refusal. At any time within 30
          days after receipt of the Notice, the Company and/or its
assignee(s) may, by
          giving written notice to the Holder, elect to purchase all, but not less than
          all, of the Shares proposed to be transferred to any one or more of the Proposed
          Transferees, at the purchase price determined in accordance with subsection
          (iii) below. 



                 (iii)    
          Purchase Price. The purchase price (“Purchase
          Price”) for the Shares purchased by the Company or its assignee(s)
          under this Section 3(a) shall be the Offered Price. If the Offered Price
          includes consideration other than cash, the cash equivalent value of the
          non-cash consideration shall be determined by the Board of Directors of the
          Company in good faith. 



                 (iv)    
          Payment. Payment of the Purchase Price shall be made, at
          the option of the Company or its assignee(s), in cash (by check), by
          cancellation of all or a portion of any outstanding indebtedness of the Holder
          to the Company (or, in the case of repurchase by an assignee, to the assignee),
          or by any combination thereof within 30 days after receipt of the Notice or in
          the manner and at the times set forth in the Notice. 



                 (v)    
          Holder’s Right to Transfer. If all of the Shares
          proposed in the Notice to be transferred to a given Proposed Transferee are not
          purchased by the Company and/or its assignee(s) as provided in this Section
          3(a), then the Holder may sell or otherwise transfer such Shares to that
          Proposed Transferee at the Offered Price or at a higher price, provided that
          such sale or other transfer is consummated within 60 days after the date of the
          Notice and provided further that any such sale or other transfer is effected in
          accordance with any applicable securities laws and the Proposed Transferee
          agrees in writing that the provisions of this Section 3 shall continue to apply
          to the Shares in the hands of such Proposed Transferee. If the Shares described
          in the Notice are not transferred to the Proposed Transferee within such period,
          or if the Holder proposes to change the price or other terms to make them more
          favorable to the Proposed Transferee, a new Notice shall be given to the
          Company, and the Company and/or its assignees shall again be offered the Right
          of First Refusal before any Shares held by the Holder may be sold or otherwise
          transferred. 



                 (vi)    
          Exception for Certain Family Transfers. Anything to the
          contrary contained in this Section 3(a) notwithstanding, the transfer of any or
          all of the Shares during Purchaser’s lifetime or on Purchaser’s death
          by will or intestacy to Purchaser’s Immediate Family (as defined below) or
          a trust for the benefit of Purchaser’s Immediate Family shall be exempt
          from the provisions of this
Section 3(a). “Immediate Family” as
          used herein shall mean spouse, lineal descendant or antecedent, father, mother,
          brother or sister. In such case, the transferee or other recipient shall receive
          and hold the Shares so transferred subject to the provisions of this Section,
          and there shall be no further transfer of such Shares except in accordance with
          the terms of this Section 3. 




B-2 












        (b)    Involuntary
Transfer. 




                 (i)    
          Company’s Right to Purchase upon Involuntary Transfer.
          In the event, at any time after the date of this Agreement, of any transfer by
          operation of law or other involuntary transfer (including divorce or death, but
          excluding, in the event of death, a transfer to Immediate Family as set forth in
          Section 3(a)(vi) above) of all or a portion of the Shares by the record holder
          thereof, the Company shall have the right to purchase all of the Shares
          transferred at the greater of the purchase price paid by Purchaser pursuant to
          this Agreement or the Fair Market Value of the Shares on the date of transfer.
          Upon such a transfer, the person acquiring the Shares shall promptly notify the
          Secretary of the Company of such transfer. The right to purchase such Shares
          shall be provided to the Company for a period of 30 days following receipt by
          the Company of written notice by the person acquiring the Shares. 



                 (ii)    
          Price for Involuntary Transfer. With respect to any stock
          to be transferred pursuant to Section 3(b)(i), the price per Share shall be a
          price set by the Board of Directors of the Company that will reflect the current
          value of the stock in terms of present earnings and future prospects of the
          Company. The Company shall notify Purchaser or his or her executor of the price
          so determined within 30 days after receipt by it of written notice of the
          transfer or proposed transfer of Shares. However, if the Purchaser does not
          agree with the valuation as determined by the Board of Directors of the Company,
          the Purchaser shall be entitled to have the valuation determined by an
          independent appraiser to be mutually agreed upon by the Company and the
          Purchaser and whose fees shall be borne equally by the Company and the
          Purchaser. 



             (c)    
          Assignment. The right of the Company to purchase any part
          of the Shares may be assigned in whole or in part to any shareholder or
          shareholders of the Company or other persons or organizations. 



             (d)    
          Restrictions Binding on Transferees. All transferees of
          Shares or any interest therein will receive and hold such Shares or interest
          subject to the provisions of this Agreement. Any sale or transfer of the Shares
          shall be void unless the provisions of this Agreement are satisfied. 



             (e)    
          Termination of Rights. The Right of First Refusal and the
          Company’s right to repurchase the Shares in the event of an involuntary
          transfer pursuant to Section 3(b) above shall terminate upon the listing of
          Common Stock of the Company on a national exchange. 



             (f)    
          Market Standoff Agreement. In connection with the initial
          public offering of the Company’s securities and upon request of the Company
          or the underwriters managing such underwritten offering of the Company’s
          securities, Purchaser agrees not to sell, make any short sale of, loan, grant
          any option for the purchase of, or otherwise dispose of any securities of the
          Company (other than those included in the registration) without the prior
          written consent of the Company or such underwriters, as the case may be, for
          such period of time (not to exceed 180 days) from the effective date of such
          registration as may be requested by the Company or such managing underwriters
          and to execute an agreement reflecting the foregoing as may be requested by the
          underwriters at the time of the Company’s initial public offering. 



B-3 












         4.    
          Investment and Taxation Representations. In connection with
          the purchase of the Shares, Purchaser represents to the Company the following: 



             (a)    
          Purchaser is aware of the Company’s business affairs and financial
          condition and has acquired sufficient information about the Company to reach an
          informed and knowledgeable decision to acquire the Shares. Purchaser is
          purchasing the Shares for investment for his or her own account only and not
          with a view to, or for resale in connection with, any “distribution”
          thereof within the meaning of the Securities Act. 



             (b)    
          Purchaser understands that the Shares have not been registered under the
          Securities Act by reason of a specific exemption therefrom, which exemption
          depends upon, among other things, the bona fide nature of Purchaser’s
          investment intent as expressed herein. 



             (c)    
          Purchaser understands that the Shares are “restricted securities”
          under applicable U.S. federal and state securities laws and that, pursuant to
          these laws, Purchaser must hold the Shares indefinitely unless they are
          registered with the Securities and Exchange Commission and qualified by state
          authorities, or an exemption from such registration and qualification
          requirements is available. Purchaser acknowledges that the Company has no
          obligation to register or qualify the Shares for resale. Purchaser further
          acknowledges that if an exemption from registration or qualification is
          available, it may be conditioned on various requirements including, but not
          limited to, the time and manner of sale, the holding period for the Shares, and
          requirements relating to the Company which are outside of the Purchaser’s
          control, and which the Company is under no obligation and may not be able to
          satisfy. 



             (d)    
          Purchaser understands that Purchaser may suffer adverse tax consequences as a
          result of Purchaser’s purchase or disposition of the Shares. Purchaser
          represents that Purchaser has consulted any tax consultants Purchaser deems
          advisable in connection with the purchase or disposition of the Shares and that
          Purchaser is not relying on the Company for any tax advice. 



         5.    
          Restrictive Legends and Stop-Transfer Orders. 



             (a)    
          Legends. The certificate or certificates representing the
          Shares shall bear the following legends (as well as any legends required by
          applicable state and federal corporate and securities laws): 



                 (i)    
          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. 



                 (ii)    
          THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE
          WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY
          OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 




B-4 











             (b)    
          Stop-Transfer Notices. Purchaser agrees that, in order to
          ensure compliance with the restrictions referred to herein, the Company may
          issue appropriate “stop transfer” instructions to its transfer agent,
          if any, and that, if the Company transfers its own securities, it may make
          appropriate notations to the same effect in its own records. 



             (c)    
          Refusal to Transfer. The Company shall not be required (i)
          to transfer on its books any Shares that have been sold or otherwise transferred
          in violation of any of the provisions of this Agreement or (ii) to treat as
          owner of such Shares or to accord the right to vote or pay dividends to any
          purchaser or other transferee to whom such Shares shall have been so
          transferred. 



             (d)    
          Removal of Legend. When all of the following events have
          occurred, the Shares then held by Purchaser will no longer be subject to the
          legend referred to in Section 5(a)(ii): (i) the termination of the Right of
          First Refusal; and (ii) the expiration or termination of the market standoff
          provisions of Section 3(f) (and of any agreement entered pursuant to Section
          3(f)). After such time, and upon Purchaser’s request, a new certificate or
          certificates representing the Shares not repurchased shall be issued without the
          legend referred to in Section 5(a)(ii), and delivered to Purchaser. 



         6.    
          No Employment Rights. Nothing in this Agreement shall
          affect in any manner whatsoever the right or power of the Company, or a Parent
          or Subsidiary of the Company, to terminate Purchaser’s employment or
          consulting relationship, for any reason, with or without cause. 



         7.    
          Miscellaneous. 



             (a)    
          Governing Law. This Agreement and all acts and transactions
          pursuant hereto and the rights and obligations of the parties hereto shall be
          governed, construed and interpreted in accordance with the laws of the State of
          Georgia, without giving effect to principles of conflicts of law. 



             (b)    
          Entire Agreement; Enforcement of Rights. This Agreement
          sets forth the entire agreement and understanding of the parties relating to the
          subject matter herein and merges all prior discussions between them. No
          modification of or amendment to this Agreement, nor any waiver of any rights
          under this Agreement, shall be effective unless in writing signed by the parties
          to this Agreement. The failure by either party to enforce any rights under this
          Agreement shall not be construed as a waiver of any rights of such party. 



             (c)    
          Severability. If one or more provisions of this Agreement
          are held to be unenforceable under applicable law, the parties agree to
          renegotiate such provision in good faith. In the event that the parties cannot
          reach a mutually agreeable and enforceable replacement for such provision, then
          (i) such provision shall be excluded from this Agreement, (ii) the balance of
          the Agreement shall be interpreted as if such provision were so excluded and
          (iii) the balance of the Agreement shall be enforceable in accordance with its
          terms. 




B-5 











             (d)    
          Construction. This Agreement is the result of negotiations
          between and has been reviewed by each of the parties hereto and their respective
          counsel, if any; accordingly, this Agreement shall be deemed to be the product
          of all of the parties hereto, and no ambiguity shall be construed in favor of or
          against any one of the parties hereto. 



             (e)    
          Notices. Any notice required or permitted by this Agreement
          shall be in writing and shall be deemed sufficient when delivered personally or
          sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as
          certified or registered mail, with postage prepaid, and addressed to the party
          to be notified at such party’s address as set forth below or as
          subsequently modified by written notice. 



             (f)    
          Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original and all of which
          together shall constitute one instrument. 



             (g)    
          Successors and Assigns. The rights and benefits of this
          Agreement shall inure to the benefit of, and be enforceable by the
          Company’s successors and assigns. The rights and obligations of Purchaser
          under this Agreement may only be assigned with the prior written consent of the
          Company. 



             (h)    
          Georgia Corporate Securities Law. THE SALE OF THE
          SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
          THE COMMISSIONER OF CORPORATIONS OF THE STATE OF GEORGIA, OR ANY OTHER STATE,
          AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
          CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
          OF SECURITIES IS EXEMPT FROM QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS
          AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
          UNLESS THE SALE IS SO EXEMPT. 



[Signature Page Follows] 










B-6 










        The
parties have executed this Agreement as of the date first set forth above. 




		
		COMPANY:
		
AURIGA LABORATORIES, INC.
		

By:_________________________________
		
Name:_______________________________
		
Title:________________________________
		
    Address: 5555 Triangle Parkway, Suite 300
		                      Norcross, GA 30092
		

PURCHASER:
		

____________________________________
		Signature
		
____________________________________
		Print Name
		
____________________________________
		Address
		
____________________________________
		Address












B-7 











RECEIPT 



        Auriga
Laboratories, Inc. (the “Company”) hereby acknowledges receipt of (check
as applicable): 



	 	_____ 	A
check in the amount of $__________ 






	 	                   _____ 	The
cancellation of indebtedness in the amount of $__________






	 	                   _____ 	Certificate
No. ____ representing ______ shares of the Company's Common Stock with
                               a fair market value of $__________






given by ____________ as
consideration for Certificate No. ______ for ___________ shares of Common Stock of the
Company.  



Dated:________________________ 



		
		AURIGA LABORATORIES, INC.
		

By:_________________________________
		Name:_______________________________
		Title:________________________________