AURIGA
      LABORATORIES, INC.

    STOCK
      PURCHASE AGREEMENT

     

    September
      13, 2007

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    

      TABLE
        OF CONTENTS

       

      
        	 	 	 	
                Page

              
	
                 

                1.

              	
                 

                AGREEMENT
                  TO SELL AND PURCHASE

              	
                 

                1

              
	 	
                1.1   
                  Authorization
                  of Shares.

              	
                1

              
	 	
                1.2   
                  Sale
                  and Purchase.

              	
                1

              
	
                 

                2.

              	
                 

                CLOSING,
                  DELIVERY AND PAYMENT

              	
                 

                2

              
	 	
                2.1   
                  Closing.

              	
                2

              
	 	
                2.2   
                  Delivery.

              	
                2

              
	
                 

                3.

              	
                 

                REPRESENTATIONS
                  AND WARRANTIES OF THE COMPANY

              	
                 

                2

              
	 	
                3.1   
                  Organization,
                  Good Standing and Qualification.

              	
                2

              
	 	
                3.2   
                  Capitalization;
                  Voting Rights.

              	
                2

              
	 	
                3.3   
                  Authorization;
                  Binding Obligations.

              	
                3

              
	 	
                3.4   
                  Liabilities.

              	
                3

              
	 	
                3.5   
                  Agreements;
                  Action.

              	
                3

              
	 	
                3.6   
                  Obligations
                  to Related Parties.

              	
                3

              
	 	
                3.7   
                  Changes.

              	
                3

              
	 	
                3.8   
                  Title
                  to Properties and Assets; Liens, etc.

              	
                5

              
	 	
                3.9   
                  Patents
                  and Trademarks.

              	
                5

              
	 	
                3.10 
                  Litigation.

              	
                5

              
	 	
                3.11 
                  Taxes.

              	
                6

              
	 	
                3.12 
                  Employees.

              	
                6

              
	 	
                3.13 
                  Compliance
                  with Laws; Permits.

              	
                6

              
	 	
                3.14 
                  Offering
                  Valid.

              	
                6

              
	 	
                3.15 
                  Full
                  Disclosure.

              	
                7

              
	
                 

                4.

              	
                 

                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER

              	
                 

                7

              
	 	
                4.1   
                  Requisite
                  Power and Authority.

              	
                7

              
	 	
                4.2   
                  Investment
                  Representations.

              	
                7

              
	
                 

                5.

              	
                 

                CONDITIONS
                  TO CLOSING9

              
	 	
                5.1   
                  Conditions
                  to Purchaser’s Obligations at the Closing.

              	
                9

              
	 	
                5.2   
                  Conditions
                  to Obligations of the Company.

              	
                9

              
	
                 

                6.

              	
                 

                OTHER
                  AGREEMENTS

              	
                 

                10

              
	 	
                6.1   
                  Indemnification.

              	
                10

              
	 	
                6.2   
                  Registration
                  of the Shares.

              	
                10

              
	
                 

                7.

              	
                 

                MISCELLANEOUS

              	
                 

                11

              
	 	
                7.1   
                  Governing
                  Law.

              	
                11

              
	 	
                7.2   
                  Survival.

              	
                11

              
	 	
                7.3   
                  Successors
                  and Assigns.

              	
                12

              
	 	
                7.4   
                  Entire
                  Agreement.

              	
                12

              
	 	
                7.5   
                  Severability.

              	
                12

              
	 	
                7.6   
                  Amendment;
                  Waiver.

              	
                12

              
	 	
                7.7   
                  Delays
                  or Omissions.

              	
                12

              
	 	 	 


      

       

       

      
        
           

        

        
          i

          
            

          

        

         

        
           

        

      

      
        	
                 

              	
                7.8   
                  Notices.

              	
                13

              
	 	
                7.9   
                  Expenses.

              	
                14

              
	 	
                7.10 
                  Attorneys’
                  Fees.

              	
                14

              
	 	
                7.11 
                  Titles
                  and Subtitles.

              	
                14

              
	 	
                7.12 
                  Counterparts.

              	
                14

              
	 	
                7.13 
                  Broker’s
                  Fees.

              	
                14

              
	 	
                7.14 
                  Confidentiality.

              	
                14

              
	 	
                7.15 
                  Pronouns.

              	
                15

              
	 	
                7.16 
                  California
                  Corporate Securities Law.

              	
                15

              


      

    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”)
      is
      entered into as of September 13, 2007, by and among Auriga Laboratories, Inc.,
      a
      Delaware corporation (the “Company”)
      and
      the persons and/or entities whose names are set forth on the signature page
      hereto (collectively referred to hereinafter as “Purchaser”).

     

    Recitals

     

    WHEREAS,
      the
      Company wishes to sell and issue an aggregate of up to 6,000,000 shares of
      its
      common stock, par value $0.001 per share (the “Common
      Shares”);

     

    WHEREAS,
      as
      additional consideration for the purchase of the Common Shares, the Company
      shall issue to Purchaser a warrant to purchase an additional number of shares
      of
      its common stock, par value $0.001 per share, equal to twenty percent (20%)
      of
      the aggregate number of Common Shares purchased by Purchaser hereunder (the
      “Warrant
      Shares”
and,
      together with the Common Shares, the “Shares”);

     

    WHEREAS,
      Purchaser desires to purchase the Shares on the terms and conditions set forth
      herein; and

     

    WHEREAS,
      the
      Company desires to issue and sell the Shares to Purchaser on the terms and
      conditions set forth herein.

     

    Agreement

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals and the mutual promises hereinafter
      set
      forth, the parties hereto agree as follows:

     

    
      	
              1.

            	
              AGREEMENT
                TO SELL AND PURCHASE

            


    

     

    
      	 	
              1.1

            	
              Authorization
                of Shares.

            


    

     

    On
      or
      prior to the Closing (as defined in Section 2.1 hereof), the Company shall
      have authorized: (a) the sale and issuance to Purchaser of the Common
      Shares; and (b) the issuance of such shares of common stock, par value
      $0.001 per share, to be issued upon conversion of the Warrant Shares (the
“Conversion
      Shares”).

     

    
      	 	
              1.2

            	
              Sale
                and Purchase.

            


    

     

    Subject
      to the terms and conditions hereof, at the Closing the Company hereby agrees
      to
      issue and sell to Purchaser and Purchaser agrees to purchase from the Company
      the number of Shares set forth opposite Purchaser’s name on the signature page
      hereto, at a purchase price calculated by the 20 day trailing moving average
      prior to and including September 10, 2007 of the Company’s closing stock price
      with a 20% discount, which is equal to Fifty Three Cents ($0.53) per share.
      Purchaser shall pay the aggregate purchase price equal to the number of Shares
      set forth opposite Purchaser’s name on the signature page hereto multiplied by
      the price per share set forth in the preceding sentence (the “Purchase
      Price”),
      in
      cash by wire transfer or check made payable to the order of the Company. As
      additional consideration for the purchase of the Common Shares, the Company
      shall issue to Purchaser a warrant to purchase a number of Warrant Shares equal
      to twenty percent (20%) of the aggregate number of Common Shares purchased
      by
      Purchaser hereunder, which Warrant Shares shall be exercisable in accordance
      with the terms of Section 2.2 hereof.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              CLOSING,
                DELIVERY AND PAYMENT

            


    

     

    
      	 	
              2.1

            	
              Closing.

            


    

     

    The
      closing of the sale and purchase of the Shares under this Agreement (the
“Closing”)
      shall
      take place at 10:00 p.m. on the date set forth above or at such time as the
      parties shall agree at the offices of the Company, 10635 Santa Monica Blvd.
      #120, Los Angeles, California, or at such other time or place as the Company
      and
      Purchaser may mutually agree (the “Closing
      Date”).

     

    
      	 	
              2.2

            	
              Delivery.

            


    

     

    At
      the
      Closing, subject to the terms and conditions hereof, the Company will deliver
      to
      Purchaser, against payment of the Purchase Price: (a) a certificate representing
      the number of Shares to be purchased at the Closing by Purchaser (or evidence
      of
      the transfer of the Shares to Purchaser’s account via DWAC electronic delivery);
      and (b) a duly-executed warrant to purchase such number of Warrant Shares as
      set
      forth opposite Purchaser’s name on the signature page hereto, which warrant
      shall be substantially in the form attached hereto as Exhibit
      A
      (the
“Warrant”).

     

    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY

            


    

     

    Except
      as
      set forth in the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2006, filed with the Securities and Exchange Commission
      (“SEC”)
      on
      March 30, 2007 (“2006
      Form 10-KSB”),
      or
      the Company’s Quarterly Report on Form 10-QSB for the quarter eneded June 30,
      2007, filed with the SEC on August 8, 2007 (“2007 Form 10-QSB”), the Company
      hereby represents and warrants to Purchaser as of the date of this Agreement
      as
      follows:

     

    
      	 	
              3.1

            	
              Organization,
                Good Standing and Qualification.

            


    

     

    The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Company has all requisite corporate
      power and authority to own and operate its properties and assets, to execute
      and
      deliver this Agreement, to operate in accordance with the Certificate of
      Incorporation and the Bylaws of the Company, to issue and sell the Shares and
      the Conversion Shares, to carry out the provisions of this Agreement, and to
      carry on its business as presently conducted and as presently proposed to be
      conducted.

     

    
      	 	
              3.2

            	
              Capitalization;
                Voting Rights.

            


    

     

    The
      authorized capital stock of the Company, immediately prior to the Closing,
      consists of 250,000,000 shares of common stock, par value $0.001 per share,
      44,243,000 shares of which are issued and outstanding, and 10,000,000 shares
      of
      preferred stock, par value $0.001 per share, of which none are outstanding.
      All
      issued and outstanding shares of the Company’s common stock: (a) have been
      duly authorized and validly issued; and (b) are fully paid and
      nonassessable. The Conversion Shares have been duly and validly reserved for
      issuance. When issued in compliance with the provisions of this Agreement,
      the
      Shares and the Conversion Shares will be validly issued, fully-paid and
      nonassessable, and will be free of any liens or encumbrances; provided,
      however,
      that
      the Shares and the Conversion Shares shall be subject to such restrictions
      on
      transfer under state and federal securities laws as may be required by such
      laws
      at the time a transfer is proposed.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              3.3

            	
              Authorization;
                Binding Obligations.

            


    

     

    All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization of this Agreement, the performance
      of all obligations of the Company hereunder at the Closing and the
      authorization, sale, issuance and delivery of the Shares pursuant hereto and
      the
      Conversion Shares pursuant to the Warrant has been taken or will be taken prior
      to the Closing. This Agreement, when executed and delivered, will contain valid
      and binding obligations of the Company enforceable in accordance with their
      terms, except: (a) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws of general application affecting
      enforcement of creditors’ rights; and (b) general principles of equity that
      restrict the availability of equitable remedies. The sale of the Shares and
      the
      conversion of the Warrant Shares into Conversion Shares are not and will not
      be
      subject to any preemptive rights or rights of first refusal that have not been
      properly waived or complied with.

     

    
      	 	
              3.4

            	
              Liabilities.

            


    

     

    The
      Company has no material liabilities and, to the best of its knowledge, knows
      of
      no material contingent liabilities not disclosed in the financial statements
      of
      the Company included in the 2006 Form 10-KSB or 2007 Form 10-QSB (the
“Financial
      Statements”),
      except current liabilities incurred in the ordinary course of business
      subsequent to the dates of the such financial statements which have not been,
      either in any individual case or in the aggregate, materially
      adverse.

     

    
      	 	
              3.5

            	
              Agreements;
                Action.

            


    

     

    There
      are
      no agreements, understandings, instruments, contracts, proposed transactions,
      judgments, orders, writs or decrees to which the Company is a party or to its
      knowledge by which it is bound which may involve: (i) obligations
      (contingent or otherwise) of, or payments to, the Company in excess of $250,000
      (other than obligations of, or payments to, the Company arising from purchase
      or
      sale agreements entered into in the ordinary course of business); or
      (ii) indemnification by the Company with respect to infringements of
      proprietary rights (other than indemnification obligations arising from purchase
      or sale or license agreements entered into in the ordinary course of
      business).

     

    
      	 	
              3.6

            	
              Obligations
                to Related Parties.

            


    

     

    Except
      as
      may be disclosed in the Financial Statements, there are no obligations of the
      Company to officers, directors, stockholders or employees of the Company other
      than: (a) for payment of salary for services rendered;
      (b) reimbursement for reasonable expenses incurred on behalf of the
      Company; and (c) for other standard employee benefits made generally
      available to all employees (including stock option agreements outstanding under
      any stock option plan approved by the board of directors of the Company). The
      Company is not a guarantor or indemnitor of any indebtedness of any other
      person, firm or corporation.

     

    
      	 	
              3.7

            	
              Changes.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Since
      the
      date of the Financial Statements, and except as may be set forth in the 2006
      Form 10-KSB and 2007 Form 10-QSB, there has not been to the Company’s
      knowledge:

     

    (a) Any
      change in the assets, liabilities, financial condition or operations of the
      Company from that reflected in the Financial Statements, other than changes
      in
      the ordinary course of business, none of which individually or in the aggregate
      has had or is expected to have a material adverse effect on such assets,
      liabilities, financial condition, operations or prospects of the
      Company;

     

    (b) Any
      resignation or termination of any officer or key employee of the Company; and
      the Company, to its knowledge, does not know of the impending resignation or
      termination of employment of any such officer or key employee;

     

    (c) Any
      material change, except in the ordinary course of business, in the contingent
      obligations of the Company by way of guaranty, endorsement, indemnity, warranty
      or otherwise;

     

    (d) Any
      damage, destruction or loss, whether or not covered by insurance, materially
      and
      adversely affecting the properties, business or prospects or financial condition
      of the Company;

     

    (e) Any
      waiver by the Company of a valuable right or of a material debt owed to
      it;

     

    (f) Any
      direct or indirect loans made by the Company to any stockholder, employee,
      officer or director of the Company;

     

    (g) Any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or stockholder;

     

    (h) Any
      declaration or payment of any dividend or other distribution of the assets
      of
      the Company;

     

    (i) Any
      debt,
      obligation or liability incurred, assumed or guaranteed by the Company, except
      those for immaterial amounts and for current liabilities incurred in the
      ordinary course of business;

     

    (j) Any
      sale,
      assignment or transfer of any patents, trademarks, copyrights, trade secrets
      or
      other intangible assets;

     

    (k) Any
      change in any material agreement to which the Company is a party or by which
      it
      is bound which materially and adversely affects the business, assets,
      liabilities, financial condition, operations or prospects of the
      Company;

     

    (l) Any
      other
      event or condition of any character that, either individually or cumulatively,
      has materially and adversely affected the business, assets, liabilities,
      financial condition, operations or prospects of the Company; or

     

    (m) Any
      arrangement or commitment by the Company to do any of the acts described in
      subsection (a) through (l) above.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              3.8

            	
              Title
                to Properties and Assets; Liens, etc.

            


    

     

    The
      Company has good and marketable title to its properties and assets, and good
      title to its leasehold estates, in each case subject to no mortgage, pledge,
      lien, lease, encumbrance or charge, other than: (a) those resulting from
      taxes which have not yet become delinquent; (b) minor liens and
      encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; and
      (c) those that have otherwise arisen in the ordinary course of business of
      the Company.

     

    
      	 	
              3.9

            	
              Patents
                and Trademarks.

            


    

     

    To
      the
      best of its knowledge, the Company owns or possesses adequate legal rights
      (by
      license or otherwise) to all patents, trademarks, service marks, trade names,
      copyrights, trade secrets, licenses, information and other proprietary rights
      and processes necessary for its business as now conducted and as presently
      proposed to be conducted, without any known infringement of the rights of
      others. Except as may be disclosed in the 2006 Form 10-KSB or 2007 Form 10-QSB,
      there are no outstanding options, licenses or agreements of any kind relating
      to
      the foregoing, nor is the Company bound by or a party to any options, licenses
      or agreements of any kind with respect to the patents, trademarks, service
      marks, trade names, copyrights, trade secrets, licenses, information and other
      proprietary rights and processes of any other person or entity other than such
      licenses or agreements arising from the purchase of “off the shelf” or other
      standard products. The Company has not received any communications alleging
      that
      the Company has violated or, by conducting its business as presently proposed,
      would violate any of the patents, trademarks, service marks, trade names,
      copyrights or trade secrets or other proprietary rights of any other person
      or
      entity. The Company is not aware that any of its employees is obligated under
      any contract (including licenses, covenants or commitments of any nature) or
      other agreement, or subject to any judgment, decree or order of any court or
      administrative agency, that would interfere with their duties to the Company
      or
      that would conflict with the Company’s business as presently proposed to be
      conducted. Neither the execution nor delivery of this Agreement, nor the
      carrying on of the Company’s business by the employees of the Company, nor the
      conduct of the Company’s business as presently proposed, will, to the Company’s
      knowledge, conflict with or result in a breach of the terms, conditions or
      provisions of, or constitute a default under, any contract, covenant or
      instrument under which any employee is now obligated.

     

    
      	 	
              3.10

            	
              Litigation.

            


    

     

    There
      is
      no action, suit, proceeding or investigation pending or, to the Company’s
      knowledge, currently threatened against the Company that questions the validity
      of this Agreement or the right of the Company to enter into this Agreement,
      or
      to consummate the transactions contemplated hereby, or which might result,
      either individually or in the aggregate, in any material adverse change in
      the
      assets, condition, affairs or prospects of the Company, financially or
      otherwise, or any change in the current equity ownership of the Company, nor
      is
      the Company aware that there is any basis for any of the foregoing. The Company
      is not a party or subject to the provisions of any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality. There
      is no action, suit, proceeding or investigation by the Company currently pending
      or which the Company intends to initiate.

     

    
      	 	
              3.11

            	
              Taxes.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    The
      Company has duly, properly and timely filed all tax returns with federal, state
      and local taxing authorities that are required to be filed as of the date of
      this Agreement. The Company has no knowledge of any liability of any tax to
      be
      imposed upon its properties or assets as of the date of this Agreement that
      is
      not adequately provided for.

     

    
      	 	
              3.12

            	
              Employees.

            


    

     

    The
      Company has no collective bargaining agreements with any of its employees.
      There
      is no labor union organizing activity pending or, to the Company’s knowledge,
      threatened with respect to the Company. To the Company’s knowledge, no employee
      of the Company, nor any consultant with whom the Company has contracted, is
      in
      violation of any term of any employment contract, proprietary information
      agreement or any other agreement relating to the right of any such individual
      to
      be employed by, or to contract with, the Company because of the nature of the
      business to be conducted by the Company; and, to the Company’s knowledge, the
      continued employment by the Company of its present employees, and the
      performance of the Company’s contracts with its independent contractors, will
      not result in any such violation. The Company has not received any notice
      alleging that any such violation has occurred. Except as may be set forth in
      the
      2006 Form 10-KSB or 2007 Form 10-QSB, no employee of the Company has been
      granted the right to continued employment by the Company or to any material
      compensation following termination of employment with the Company. The Company
      is not aware that any officer or key employee, or that any group of key
      employees, intends to terminate his, her or their employment with the Company,
      nor does the Company have a present intention to terminate the employment of
      any
      officer, key employee or group of key employees.

     

    
      	 	
              3.13

            	
              Compliance
                with Laws; Permits.

            


    

     

    To
      its
      knowledge, the Company is not in violation of any applicable statute, rule,
      regulation, order or restriction of any domestic or foreign government or any
      instrumentality or agency thereof in respect of the conduct of its business
      or
      the ownership of its properties which violation would materially and adversely
      affect the business, assets, liabilities, financial condition, operations or
      prospects of the Company. No governmental orders, permissions, consents,
      approvals or authorizations are required to be obtained and no registrations
      or
      declarations are required to be filed in connection with the execution and
      delivery of this Agreement and the issuance of the Shares or the Conversion
      Shares, except such as has been duly and validly obtained or filed, or with
      respect to any filings that must be made after the Closing, as will be filed
      in
      a timely manner. Except as may be set forth in the 2006 Form 10-KSB or 2007
      Form
      10-QSB, the Company has all franchises, permits, licenses and any similar
      authority necessary for the conduct of its business as now being conducted
      by
      it, the lack of which could materially and adversely affect the business,
      properties, prospects or financial condition of the Company and believes it
      can
      obtain, without undue burden or expense, any similar authority for the conduct
      of its business as planned to be conducted.

     

    
      	 	
              3.14

            	
              Offering
                Valid.

            


    

     

    Assuming
      the accuracy of the representations and warranties of Purchaser contained in
      Section 4.2 hereof, the offer, sale and issuance of the Shares and the
      Conversion Shares will be exempt from the registration requirements of the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      will have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit or qualification requirements
      of
      all applicable state securities laws. Neither the Company nor any agent on
      its
      behalf has solicited or will solicit any offers to sell or has offered to sell
      or will offer to sell all or any part of the Shares to any person or persons
      so
      as to bring the sale of such Shares by the Company within the registration
      provisions of the Securities Act or any state securities laws.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              3.15

            	
              Full
                Disclosure.

            


    

     

    The
      Company has provided Purchaser with all information requested by Purchaser
      in
      connection with the decision to purchase the Shares, including all information
      the Company believes is reasonably necessary to make such investment
      decision.

     

    
      	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF
                PURCHASER

            


    

     

    Purchaser
      hereby represents and warrants to the Company as follows (such representations
      and warranties do not lessen or obviate the representations and warranties
      of
      the Company set forth in this Agreement):

     

    
      	 	
              4.1

            	
              Requisite
                Power and Authority.

            


    

     

    Purchaser
      has all necessary power and authority under all applicable provisions of law
      to
      execute and deliver this Agreement and to carry out their provisions. All action
      on Purchaser’s part required for the lawful execution and delivery of this
      Agreement have been or will be effectively taken prior to the Closing. Upon
      its
      execution and delivery, this Agreement will contain valid and binding
      obligations of Purchaser, enforceable in accordance with their terms, except:
      (a) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws of general application affecting enforcement of
      creditors’ rights; and (b) general principles of equity that restrict the
      availability of equitable remedies.

     

    
      	 	
              4.2

            	
              Investment
                Representations.

            


    

     

    Purchaser
      understands that neither the Shares nor the Conversion Shares have been
      registered under the Securities Act. Purchaser also understands that the Shares
      are being offered and sold pursuant to an exemption from registration contained
      in the Securities Act based in part upon Purchaser’s representations contained
      in this Agreement. Purchaser hereby represents and warrants as
      follows:

     

    (a) Purchaser
      Bears Economic Risk.
      Purchaser has substantial experience in evaluating and investing in private
      placement transactions of securities in companies similar to the Company so
      that
      it is capable of evaluating the merits and risks of its investment in the
      Company and has the capacity to protect its own interests. Purchaser must bear
      the economic risk of this investment indefinitely until such time as the Shares
      are registered pursuant to the Securities Act, or an exemption from registration
      is available.

     

    (b) Acquisition
      for Own Account.
      Purchaser is acquiring the Shares and the Conversion Shares for Purchaser’s own
      account for investment only, and not with a view towards their
      distribution.

     

    (c) Purchaser
      Can Protect Its Interest.
      Purchaser represents that by reason of its, or of its management’s, business or
      financial experience, Purchaser has the capacity to protect its own interests
      in
      connection with the transactions contemplated in this Agreement. Further,
      Purchaser is aware of no publication of any advertisement in connection with
      the
      transactions contemplated in this Agreement.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    (d) Accredited
      Investor.
      Purchaser represents that it is an “accredited investor” within the meaning of
      Regulation D under the Securities Act.

     

    (e) Company
      Information.
      Purchaser has received and read the Financial Statements and has had an
      opportunity to discuss the Company’s business, management and financial affairs
      with directors, officers and management of the Company and has had the
      opportunity to review the Company’s operations and facilities. Purchaser has
      also had the opportunity to ask questions of and receive answers from, the
      Company and its management regarding the terms and conditions of this
      investment.

     

    (f) Rule
      144.
      Purchaser acknowledges and agrees that the Shares must be held indefinitely,
      unless they are subsequently registered under the Securities Act or an exemption
      from such registration is available. Purchaser has been advised or is aware
      of
      the provisions of Rule 144 promulgated under the Securities Act as in
      effect from time to time (“Rule
      144”),
      which
      permits limited resale of shares purchased in a private placement subject to
      the
      satisfaction of certain conditions, including, among other things: (i) the
      availability of certain current public information about the Company, (ii)
      the
      manner of the resale, (iii) the resale occurring following the required holding
      period under Rule 144 and (iv) the number of shares being sold during any
      three-month period not exceeding specified limitations.

     

    (g) Legends.
      Purchaser understands that the Shares, and, if issued, the Conversion Shares,
      may bear one or more legends substantially as follows:

     

    “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.”

     

    (h) Residence.
      If
      Purchaser is an individual, then Purchaser resides in the state or province
      identified in the address set forth opposite Purchaser’s name on the signature
      page hereto; if Purchaser is a partnership, corporation, limited liability
      company or other entity, then the office or offices of Purchaser in which its
      investment decision was made is located at the address or addresses set forth
      opposite Purchaser’s name on the signature page hereto.

     

    
      	
              5.

            	
              CONDITIONS
                TO CLOSING

            


    

     


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
              5.1

            	
              Conditions
                to Purchaser’s Obligations at the Closing.

            


    

     

    Purchaser’s
      obligations to purchase the Shares at the Closing are subject to the
      satisfaction, at or prior to the Closing Date, of the following
      conditions:

     

    (a) Representations
      and Warranties True; Performance of Obligations.
      The
      representations and warranties made by the Company in Section 3 hereof
      shall be true and correct in all material respects as of the Closing Date with
      the same force and effect as if they had been made as of the Closing Date,
      and
      the Company shall have performed all obligations and conditions herein required
      to be performed or observed by it on or prior to the Closing.

     

    (b) Legal
      Investment.
      On the
      Closing Date, the sale and issuance of the Shares and the proposed issuance
      of
      the Conversion Shares shall be legally permitted by all laws and regulations
      to
      which Purchaser and the Company are subject (except for such as may be properly
      obtained subsequent to the Closing).

     

    (c) Consents,
      Permits, and Waivers.
      The
      Company shall have obtained any and all consents, permits and waivers necessary
      or appropriate for consummation of the transactions contemplated by this
      Agreement (except for such as may be properly obtained subsequent to the
      Closing).

     

    (d) Corporate
      Documents.
      The
      Company shall have delivered to Purchaser or Purchaser’s counsel, copies of all
      corporate documents of the Company as Purchaser shall reasonably
      request.

     

    (e) Reservation
      of Conversion Shares.
      The
      Conversion Shares issuable upon conversion of the Warrant shall have been duly
      authorized and reserved for issuance upon such conversion.

     

    (f) Warrant.
      A
      Warrant substantially in the form attached hereto as Exhibit A
      shall
      have been executed and delivered by the Company.

     

    (g) Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing hereby and all documents and instruments incident to such
      transactions shall be reasonably satisfactory in substance and form to
      Purchaser, and Purchaser shall have received all such counterpart originals
      or
      certified or other copies of such documents as may be reasonably
      requested.

     

    
      	 	
              5.2

            	
              Conditions
                to Obligations of the Company.

            


    

     

    The
      Company’s obligation to issue and sell the Shares at the Closing is subject to
      the satisfaction, on or prior to the Closing, of the following
      conditions:

     

    (a) Representations
      and Warranties True.
      The
      representations and warranties in Section 4 made by Purchaser shall be true
      and correct in all material respects at the date of the Closing, with the same
      force and effect as if they had been made on and as of said date.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (b) Performance
      of Obligations.
      Purchaser shall have performed and complied with all agreements and conditions
      herein required to be performed or complied with by Purchaser on or before
      the
      Closing.

     

    (c) Warrant.
      A
      Warrant substantially in the form attached hereto as Exhibit A
      shall
      have been executed and delivered by Purchaser.

     

    (d) Consents,
      Permits and Waivers.
      The
      Company shall have obtained any and all consents, permits and waivers necessary
      or appropriate for consummation of the transactions contemplated by this
      Agreement (except for such as may be properly obtained subsequent to the
      Closing).

     

    
      	
              6.

            	
              OTHER
                AGREEMENTS

            


    

     

    
      	 	
              6.1

            	
              Indemnification.

            


    

     

    (a)
      The
      Company will indemnify and hold Purchaser harmless for: (i) all claims, losses,
      damages, costs, expenses and liabilities, including, but not limited to
      reasonable attorney’s fees and court costs, arising from or in connection with
      any violation by the Company of the terms of this Agreement or gross negligence
      or willful misconduct by the Company in the performance of the terms of this
      Agreement, and (ii) any breach of this Agreement (or the exhibits attached
      hereto). (b) Purchaser will indemnify, defend and hold the Company harmless
      against all claims, losses, damages, costs, expenses and liabilities, including,
      but not limited to, reasonable attorneys’ fees and court costs, which result
      from Purchaser making any false statement, including but not limited to those
      false statements or omissions which cause the exemptions to the registration
      or
      qualification requirements of state and federal securities laws under which
      the
      Company is selling the Shares to be unavailable or which result in the violation
      of any such securities laws by the Company.

     

    
      	 	
              6.2

            	
              Registration
                of the Shares.

            


    

     

    (a) Registration
      Procedures.
      The
      Company shall:

     

    (i) as
      soon
      as practicable, but in any event no later than thirty (30) days following the
      Closing Date (the “Required
      Filing Date”),
      prepare and file with the SEC, a Registration Statement on Form SB-2
      (“Registration
      Statement”)
      to
      enable the resale of the Shares by Purchaser from time to time;

     

    (ii) use
      its
      best efforts, subject to receipt of necessary information from Purchaser, to
      cause the Registration Statement to become effective as soon as practicable,
      such efforts to include, without limiting the generality of the foregoing,
      preparing and filing with the SEC any financial statements that are required
      to
      be filed prior to the effectiveness of such Registration Statement (although
      Purchaser hereby acknowledges that, despite any disclaimer of being an
      underwriter, a determination by the SEC that Purchaser is deemed an underwriter
      shall relieve the Company of its obligations hereunder);

     

    (iii) use
      its
      best efforts to prepare and file with the SEC such amendments and supplements
      to
      the Registration Statement and the accompanying prospectus as may be necessary
      to keep the Registration Statement current and effective for a period ending
      on
      the earlier of: (A) the second anniversary of the Closing Date, (B) the date
      on
      which Purchaser may sell Shares pursuant to paragraph (k) of Rule 144, or (C)
      such time as all Shares purchased by Purchaser pursuant to this Agreement have
      been sold pursuant to the Registration Statement or Rule 144, and to notify
      Purchaser promptly upon the Registration Statement, and each post-effective
      amendment thereto, being declared effective by the SEC;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    (iv) furnish
      to Purchaser such number of copies of the Registration Statement and
      the
      accompanying prospectus (including supplemental prospectuses) as Purchaser
      may
      reasonably request in order to facilitate the public sale or other disposition
      of all or any of the Shares by Purchaser;

     

    (v) bear
      all
      expenses (other than underwriting discounts and commissions, if any) in
      connection with the procedures in paragraph (i) through (iii) of this Section
      6.2 and the registration of the Shares pursuant to the Registration
      Statement;

     

    (vi) advise
      Purchaser, promptly after it shall receive notice or obtain knowledge of the
      issuance of any stop order by the SEC delaying or suspending the effectiveness
      of the Registration Statement or of the initiation of any proceeding for that
      purpose; and it will promptly use its commercially reasonable efforts to prevent
      the issuance of any stop order or to obtain its withdrawal at the earliest
      possible moment if such stop order should be issued; and

     

    (vii) with
      a
      view to making available to Purchaser the benefits of Rule 144 and any other
      rule or regulation of the SEC that may at any time permit Purchaser to sell
      Shares to the public without registration, the Company covenants and agrees
      to
      use its best efforts to: (A) make and keep public information available, as
      those terms are understood and defined in Rule 144, until the earlier of such
      date as all of Purchaser’s Shares may be resold pursuant to Rule 144(k) or any
      other rule of similar effect or such date as all of Purchaser’s Shares shall
      have been resold; and (B) file with the SEC in a timely manner all reports
      and
      other documents required of the Company under the Securities Act and under
      the
      Securities Exchange Act of 1934, as amended.

     

    (b) Purchaser’s
      Obligation.
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section 6.2 that Purchaser shall furnish to the Company
      such information regarding itself, the Shares to be sold by Purchaser, and
      the
      intended method of disposition of such securities as shall be required to effect
      the registration of the Shares.

     

    
      	
              7.

            	
              MISCELLANEOUS

            


    

     

    
      	 	
              7.1

            	
              Governing
                Law.

            


    

     

    This
      Agreement shall be governed in all respects by the laws of the State of
      California, as such laws are applied to agreements between California residents
      entered into and performed entirely in California.

     

    
      	 	
              7.2

            	
              Survival.

            


    

     

    The
      representations, warranties, covenants and agreements made herein shall survive
      any investigation made by Purchaser and the closing of the transactions
      contemplated hereby for a period of one (1) year following the Closing. All
      statements as to factual matters contained in any certificate or other
      instrument delivered by or on behalf of the Company pursuant hereto in
      connection with the transactions contemplated hereby shall be deemed to be
      representations and warranties by the Company hereunder solely as of the date
      of
      such certificate or instrument.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	
              7.3

            	
              Successors
                and Assigns.

            


    

     

    Except
      as
      otherwise expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and
      administrators of the parties hereto and shall inure to the benefit of and
      be
      enforceable by each person who shall be a holder of the Shares from time to
      time.

     

    
      	 	
              7.4

            	
              Entire
                Agreement.

            


    

     

    This
      Agreement, the exhibits hereto and the other documents delivered pursuant hereto
      constitute the full, complete, exclusive and entire understanding and agreement
      between the parties with regard to the subjects hereof and no party shall be
      liable or bound to any other in any manner by any representations, warranties,
      covenants and agreements except as specifically set forth herein and
      therein.

     

    
      	 	
              7.5

            	
              Severability.

            


    

     

    In
      case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    
      	 	
              7.6

            	
              Amendment;
                Waiver.

            


    

     

    This
      Agreement may be amended or modified only upon the written consent of the
      Company and Purchaser. The obligations of the Company and Purchaser under this
      Agreement may be waived only with the written consent of party against whom
      such
      waiver is being sought.

     

    
      	 	
              7.7

            	
              Delays
                or Omissions.

            


    

     

    It
      is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to any party, upon any breach, default or noncompliance by another party under
      this Agreement shall impair any such right, power or remedy, nor shall it be
      construed to be a waiver of any such breach, default or noncompliance, or any
      acquiescence therein, or of or in any similar breach, default or noncompliance
      thereafter occurring. It is further agreed that any waiver, permit, consent
      or
      approval of any kind or character on Purchaser’s part of any breach, default or
      noncompliance under this Agreement or any waiver on such party’s part of any
      provisions or conditions of this Agreement must be in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement, by law or otherwise afforded to any
      party, shall be cumulative and not alternative.

     

    
      	 	
              7.8

            	
              Notices.

            


    

     

    All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified;
      (b) when sent by confirmed facsimile if sent during normal business hours
      of the recipient, if not, then on the next business day; (c) five (5) days
      after having been sent by registered or certified mail, return receipt
      requested, postage prepaid; or (d) one (1) day after deposit with a
      nationally recognized overnight courier, specifying next day delivery, with
      written verification of receipt. All communications shall be sent to the Company
      at the address as set forth on the signature page hereof and to Purchaser at
      the
      address set forth on the signature page hereof, or at such other address as
      the
      Company or Purchaser may designate by ten (10) days advance written notice
      to
      the other party hereto.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	 	
              7.9

            	
              Expenses.

            


    

     

    Each
      party shall pay all costs and expenses that it incurs with respect to the
      negotiation, execution, delivery and performance of this Agreement.

     

    
      	 	
              7.10

            	
              Attorneys’
                Fees.

            


    

     

    In
      the
      event that any suit or action is instituted to enforce any provision in this
      Agreement, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs and expenses of enforcing any right of
      such prevailing party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs and expenses of
      appeals.

     

    
      	 	
              7.11

            	
              Titles
                and Subtitles.

            


    

     

    The
      titles of the sections and subsections of this Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    
      	 	
              7.12

            	
              Counterparts.

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    
      	 	
              7.13

            	
              Broker’s
                Fees.

            


    

     

    Each
      party hereto represents and warrants that no agent, broker, investment banker,
      person or firm acting on behalf of or under the authority of such party hereto
      is or will be entitled to any broker’s or finder’s fee or any other commission
      directly or indirectly in connection with the transactions contemplated herein.
      Each party hereto further agrees to indemnify each other party for any claims,
      losses or expenses incurred by such other party as a result of the
      representation in this Section 6.13 being untrue.

     

    
      	 	
              7.14

            	
              Confidentiality.

            


    

     

    Each
      party hereto agrees that, except with the prior written consent of the other
      party, it shall at all times keep confidential and not divulge, furnish or
      make
      accessible to anyone any confidential information, knowledge or data concerning
      or relating to the business or financial affairs of the other parties to which
      such party has been or shall become privy by reason of this Agreement or the
      Related Agreements, discussions or negotiations relating to this Agreement
      or
      the Related Agreements, the performance of its obligations hereunder or the
      ownership of the Shares purchased hereunder. The provisions of this Section
      6.15
      shall be in addition to, and not in substitution for, the provisions of any
      separate nondisclosure agreement executed by the parties hereto.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	
              7.15

            	
              Pronouns.

            


    

     

    All
      pronouns contained herein, and any variations thereof, shall be deemed to refer
      to the masculine, feminine or neutral, singular or plural, as to the identity
      of
      the parties hereto may require.

     

    
      	 	
              7.16

            	
              California
                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 CALIFORNIA
      AND
      THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
      CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN
      EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH
      CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
      EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
      FROM SUCH QUALIFICATION BEING AVAILABLE.

     

     

    [Remainder
      of page intentionally left blank.]

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement
      as of the date set forth in the first paragraph hereof.

    

      
        	 	
                Auriga
                  Laboratories, Inc.

                 

              
	 	
                By:
                  

              	 
	 	 	
                Philip
                  S. Pesin

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	 	
                 

                Address:     
                  10635
                  Santa Monica Blvd. #120

              
	 	 	
                          Los
                  Angeles, California 90025

                 

              


      

      


       

      
        	
                “PURCHASER”

              	 	 	 
	
                 

              	 	 	 
	 	 	 	 	 
	
                By:
                  

              	 	 	 	 
	
                Name:

              	 	 	 	 
	
                Title:

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	
                 

                Address:
                  

              	 	 	 	 
	 	 	 	 	 
	 	 	 	
                Number
                  of Shares:

              	 
	 	 	 	 	 


      

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    FORM
      OF WARRANT

     

    (attached
      hereto)


    
      
         

      

      
        16