THE
      SECURITIES 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.

     

      
        

      

    

     

    Number
      of
      Shares:     [  ]
      (subject
      to vesting and subject to adjustment)

    Date
      of
      Issuance:       [September
      ___, 2007]

    Warrant
      Number:       [W-0___]

     

    AURIGA
      LABORATORIES, INC.

     

    Common
      Stock Warrant

     

    Auriga
      Laboratories, Inc., a Delaware corporation (the “Company”),
      for
      value received, hereby certifies that [   ],
      or its
      registered assigns (the “Registered
      Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      any time after the date hereof and on or before the Expiration Date (as defined
      in Section 6 below), up to [   ]
      shares
      (subject to vesting and as adjusted from time to time pursuant to the provisions
      of this Warrant) of common stock, par value $0.001, of the Company
      (“Common
      Stock”),
      at
      the purchase price set forth in Section 1 below. The shares purchasable upon
      exercise of this Warrant and the purchase price per share, as adjusted from
      time
      to time pursuant to the provisions of this Warrant, are sometimes hereinafter
      referred to as the “Warrant
      Shares”
and
      the
“Purchase
      Price,”
      respectively.

     

    1. Purchase
      Price.
      The
      Purchase Price shall be Fifty Three Cents ($0.53) per share, subject to
      adjustment as provided in this Warrant.

     

    2. Exercise.

     

    (a) Vesting.
      One
      Hundred Percent (100%) of the Warrant Shares shall vest on the date
      hereof.

     

    (b) Manner
      of Exercise.
      This
      Warrant may be exercised by the Registered Holder, subject to the vesting
      schedule set forth in Section 2(a) above, in whole or in part, by surrendering
      this Warrant, with the purchase/exercise form appended hereto as Exhibit A
      duly
      executed by such Registered Holder or by such Registered Holder’s duly
      authorized attorney, at the principal office of the Company, or at such other
      office or agency as the Company may designate, accompanied by payment in full
      of
      the Purchase Price payable in respect of the number of Warrant Shares purchased
      upon such exercise. Except as set forth in Section 2(c) below, the Purchase
      Price may only be paid by cash, check, wire transfer or by the surrender of
      promissory notes or other instruments representing indebtedness of the Company
      to the Registered Holder.

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    (c) Net
      Issue Exercise.

     

    (i) In
      lieu
      of exercising this Warrant in the manner provided above in Section 2(b),
      the Registered Holder may elect to receive shares equal to the value of this
      Warrant (or the portion thereof being canceled) by surrender of this Warrant
      at
      the principal office of the Company together with notice of such election on
      the
      purchase/exercise form appended hereto as Exhibit
      A
      duly
      executed by such Registered Holder or such Registered Holder’s duly authorized
      attorney, in which event the Company shall issue to the Registered Holder a
      number of shares of Common Stock computed using the following
      formula:

     

    
      	 	
              X
                =
                

            	
              Y
                (A - B)

            


    

    A

     

    X
      = The
      number of shares of Common Stock to be issued to the Registered
      Holder.

     

    Y
      = The
      number of shares of Common Stock purchasable under this Warrant (at the date
      of
      such calculation).

     

    A
      = The
      fair market value of one share of Common Stock (at the date of such
      calculation).

     

    B
      = The
      Purchase Price (as adjusted to the date of such calculation).

     

    (ii) For
      purposes of this Section 2(c), the fair market value of one share of Common
      Stock on the date of calculation shall mean:

     

    (A) if
      the
      exercise is in connection with an initial public offering of the Company’s
      Common Stock, and if the Company’s Registration Statement relating to such
      public offering has been declared effective by the Securities and Exchange
      Commission, then the fair market value of Common Stock shall be the initial
      “Price to Public” per share specified in the final prospectus with respect to
      the offering; or

     

    (B) if
      (A) is
      not applicable, the fair market value shall be the highest price per share
      which
      the Company could obtain on the date of calculation from a willing buyer (not
      a
      current employee or director) for shares of Common Stock sold by the Company,
      from authorized but unissued shares, as determined in good faith by the Board
      of
      Directors, unless the Company is at such time subject to an acquisition as
      described in Section 7(b) below, in which case the fair market value per share
      of Common Stock shall be deemed to be the value of the consideration per share
      received by the holders of such stock pursuant to such acquisition.

     

    (d) Effective
      Time of Exercise.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in Section 2(b) above. At such time,
      the
      person or persons in whose name or names any certificates for Warrant Shares
      shall be issuable upon such exercise as provided in Section 2(e) below shall
      be
      deemed to have become the holder or holders of record of the Warrant Shares
      represented by such certificates.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (e) Delivery
      to Holder.
      As
      soon
      as practicable after the exercise of this Warrant in whole or in part, and
      in
      any event within ten (10) days thereafter, the Company at its expense will
      cause
      to be issued in the name of, and delivered to, the Registered Holder, or as
      such
      Holder (upon payment by such Holder of any applicable transfer taxes) may
      direct:

     

    (i) a
      certificate or certificates for the number of Warrant Shares to which such
      Registered Holder shall be entitled; and

     

    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      number of such shares purchased by the Registered Holder upon such exercise
      as
      provided in Section 2(b) above.

     

    3. Adjustments.

     

    (a)
       Stock
      Splits and Dividends.
      If
      outstanding shares of the Company’s Common Stock shall be subdivided into a
      greater number of shares or a dividend in Common Stock shall be paid in respect
      of Common Stock, the Purchase Price in effect immediately prior to such
      subdivision or at the record date of such dividend shall simultaneously with
      the
      effectiveness of such subdivision or immediately after the record date of such
      dividend be proportionately reduced. If outstanding shares of Common Stock
      shall
      be combined into a smaller number of shares, the Purchase Price in effect
      immediately prior to such combination shall, simultaneously with the
      effectiveness of such combination, be proportionately increased. When any
      adjustment is required to be made in the Purchase Price, the number of Warrant
      Shares purchasable upon the exercise of this Warrant shall be changed to the
      number determined by dividing: (i) an amount equal to the number of shares
      issuable upon the exercise of this Warrant immediately prior to such adjustment,
      multiplied by the Purchase Price in effect immediately prior to such adjustment;
      by (ii) the Purchase Price in effect immediately after such
      adjustment.

     

    (b) Reclassification,
      Etc.
      In
      case
      of any reclassification or change of the outstanding securities of the Company
      or of any reorganization of the Company (or any other corporation the stock
      or
      securities of which are at the time receivable upon the exercise of this
      Warrant) or any similar corporate reorganization on or after the date hereof,
      then and in each such case the holder of this Warrant, upon the exercise hereof
      at any time after the consummation of such reclassification, change,
      reorganization, merger or conveyance, shall be entitled to receive, in lieu
      of
      the stock or other securities and property receivable upon the exercise hereof
      prior to such consummation, the stock or other securities or property to which
      such holder would have been entitled upon such consummation if such holder
      had
      exercised this Warrant immediately prior thereto, all subject to further
      adjustment as provided in Section 3(a); and in each such case, the terms of
      this
      Section 3 shall be applicable to the shares of stock or other securities
      properly receivable upon the exercise of this Warrant after such
      consummation.

     

    (c) Adjustment
      Certificate.
      When
      any
      adjustment is required to be made in the number of Warrant Shares or the
      Purchase Price pursuant to this Section 3, the Company shall promptly mail
      to
      the Registered Holder a certificate setting forth: (i) a brief statement of
      the
      facts requiring such adjustment; (ii) the Purchase Price after such adjustment;
      and (iii) the kind and amount of stock or other securities or property into
      which this Warrant shall be exercisable after such adjustment.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4. Transfers.

     

    (a) Unregistered
      Security.
      Each
      holder of this Warrant acknowledges that this Warrant and the Warrant Shares
      have not been registered under the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      and
      agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
      dispose of this Warrant or any Warrant Shares issued upon its exercise in the
      absence of: (i) an effective registration statement under the Securities Act
      as
      to this Warrant or such Warrant Shares and registration or qualification of
      this
      Warrant or such Warrant Shares under any applicable U.S. federal or state
      securities law then in effect; or (ii) an opinion of counsel, satisfactory
      to
      the Company, that such registration and qualification are not required. Each
      certificate or other instrument for Warrant Shares issued upon the exercise
      of
      this Warrant shall bear a legend substantially to the foregoing
      effect.

     

    (b) Transferability.
      Subject
      to the provisions of Section 4(a) hereof, this Warrant and all rights hereunder
      are transferable, in whole or in part, upon surrender of the Warrant with a
      properly executed assignment (in the form of Exhibit
      B
      hereto)
      at the principal office of the Company.

     

    (c) Warrant
      Register.
      The
      Company will maintain a register containing the names and addresses of the
      Registered Holders of this Warrant. Until any transfer of this Warrant is made
      in the warrant register, the Company may treat the Registered Holder of this
      Warrant as the absolute owner hereof for all purposes; provided,
      however,
      that if
      this Warrant is properly assigned in blank, the Company may (but shall not
      be
      required to) treat the bearer hereof as the absolute owner hereof for all
      purposes, notwithstanding any notice to the contrary. Any Registered Holder
      may
      change such Registered Holder’s address as shown on the warrant register by
      written notice to the Company requesting such change.

     

    5.Representations
      of Registered Holder.
      The
      Registered Holder hereby represents and warrants to the Company
      that:

     

    (a) Purchase
      Entirely for Own Account.
      The
      Warrant and Warrant Shares (collectively, the “Securities”)
      will
      be acquired for investment for the Registered Holder’s own account, not as a
      nominee or agent, and not with a view to the resale or distribution of any
      part
      thereof in violation of the Securities Act, and that the Registered Holder
      has
      no present intention of selling, granting any participation in, or otherwise
      distributing the same. The Registered Holder further represents that the
      Registered Holder does not presently have any contract, undertaking, agreement
      or arrangement with any person to sell, transfer or grant participations to
      such
      person or to any third person, with respect to any of the Securities. The
      Registered Holder has not been formed for the specific purpose of acquiring
      any
      of the Securities.

     

    (b) Knowledge.
      The
      Registered Holder 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 Securities.

     

    (c) Restricted
      Securities.
      The
      Registered Holder understands that the Securities have not been registered
      under
      the Securities Act by reason of a specific exemption from the registration
      provisions of the Securities Act which depends upon, among other things, the
      bona fide nature of the investment intent and the accuracy of the Registered
      Holder’s representations as expressed herein. The Registered Holder understands
      that the Securities are “restricted securities” under applicable U.S. federal
      and state securities laws and that, pursuant to these laws, the Registered
      Holder must hold the Securities 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. The Registered Holder 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 Securities, and on requirements
      relating to the Company which are outside of the Registered Holder’s
      control.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Legends.
      The
      Registered Holder understands that the Securities, and any securities issued
      in
      respect thereof or exchange therefor, may bear one or all of the following
      legends:

     

    (i) “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT WITH A VIEW TO, OR IN CONNEC-TION 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,
      AS AMENDED.”

     

    (ii) Any
      legend required by the Blue Sky laws of any state to the extent such laws are
      applicable to the shares represented by the certificate so
      legended.

     

    (f) Accredited
      Investor.
      The
      Registered Holder is an “accredited investor” as such term is defined in Rule
      501(a) of Regulation D promulgated under the Securities Act.

     

    6. Term
      of Warrant. Subject
      to the other terms and conditions set forth herein, this Warrant shall be
      exercisable, in whole or in part, at any time on or after the date hereof and
      at
      or prior to 11:59 p.m., local time in Los Angeles, California, U.S.A., on the
      three (3) year anniversary of the date hereof (the “Expiration
      Date”).

     

    7. Notices
      of Certain Transactions.
      In
      case:

     

    (a) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right,
      to
      subscribe for or purchase any shares of stock of any class or any other
      securities, or to receive any other right;

     

    (b) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation or merger of the Company, any consolidation
      or
      merger of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the surviving entity), or any
      transfer of all or substantially all of the assets of the Company;
      or

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      then, and in each such case, the Company will mail or cause to be mailed to
      the
      Registered Holder a notice specifying, as the case may be: (i) the date on
      which
      a record is to be taken for the purpose of such dividend, distribution or right,
      and stating the amount and character of such dividend, distribution or right;
      or
      (ii) the effective date on which such reorganization, reclassification,
      consolidation, merger, transfer, dissolution, liquidation or winding-up is
      to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock (or such other stock or securities at the time
      deliverable upon such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up) are to be determined. Such
      notice shall be mailed at least ten (10) days prior to the record date or
      effective date for the event specified in such notice.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8. Reservation
      of Stock.
      The
      Company will at all times reserve and keep available, solely for the issuance
      and delivery upon the exercise of this Warrant, such Warrant Shares and other
      stock, securities and property, as from time to time shall be issuable upon
      the
      exercise of this Warrant.

     

    9. Exchange
      of Warrants.
      Upon the
      surrender by the Registered Holder of any Warrant or Warrants, properly
      endorsed, to the Company at the principal office of the Company, the Company
      will, subject to the provisions of Section 4 hereof, issue and deliver to or
      upon the order of such Holder, at the Company’s expense, a new Warrant or
      Warrants of like tenor, in the name of such Registered Holder or as such
      Registered Holder (upon payment by such Registered Holder of any applicable
      transfer taxes) may direct, calling in the aggregate on the face or faces
      thereof for the number of shares of Common Stock called for on the face or
      faces
      of the Warrant or Warrants so surrendered.

     

    10. Replacement
      of Warrants.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    11. Notices.
      Any
      notice required or permitted by this Warrant shall be in writing and shall
      be
      deemed sufficient upon receipt, when delivered personally or by courier,
      overnight delivery service or confirmed facsimile, or forty-eight (48) hours
      after being deposited in the regular mail as certified or registered mail
      (airmail if sent internationally) with postage prepaid, addressed: (a) if to
      the
      Registered Holder, to the address of the Registered Holder most recently
      furnished in writing to the Company; and (b) if to the Company, to the address
      set forth below or subsequently modified by written notice to the Registered
      Holder.

     

    12. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Registered Holder of this Warrant shall not
      have or exercise any rights by virtue hereof as a stockholder of the
      Company.

     

    13. No
      Fractional Shares.
      No
      fractional shares of Common Stock will be issued in connection with any exercise
      hereunder. In lieu of any fractional shares which would otherwise be issuable,
      the Company shall pay cash equal to the product of such fraction multiplied
      by
      the fair market value of one share of Common Stock on the date of exercise,
      as
      determined in good faith by the Company’s Board of Directors.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    14. Amendment
      or Waiver.
      Any term
      of this Warrant may be amended or waived only by an instrument in writing signed
      by the party against which enforcement of the amendment or waiver is
      sought.

     

    15. Headings.
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant.

     

    16. Governing
      Law.
      This
      Warrant shall be governed, construed and interpreted in accordance with the
      laws
      of the State of California, without giving effect to principles of conflicts
      of
      law.

     

    
      	 	
              AURIGA
                LABORATORIES, INC.

               

               

            
	 	
              By:
                

            	 
	 	 	
              Philip
                S. Pesin, Chairman & CEO

               

            
	 	
              Address:
                10635 Santa Monica Blvd. #120

            
	 	 	
                  
                Los Angeles, California 90025

            


    

     

     

    
      	
              AGREED
                AND ACCEPTED:

               

            	 
	
              REGISTERED
                HOLDER

               

            	 
	
              By:

            	 	 
	 	
              [Name
                of Holder]

            	 


    

     

    
      	
              Address:

            	
              [Street
                Address]

            	 
	 	
              [City,
                State ZIP]

            	 
	
              Fax:

            	
              (___)
                ___-____

            	 


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

     

    PURCHASE/EXERCISE
      FORM

     

     

    To: Auriga
      Laboratories, Inc.  Dated:________________________

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant No.
      ___, hereby irrevocably elects to (a) purchase _____ shares of the Common
      Stock covered by such Warrant and herewith makes payment of $ _________,
      representing the full purchase price for such shares at the price per share
      provided for in such Warrant, or (b) exercise such Warrant for _______
      shares purchasable under the Warrant pursuant to the Net Issue Exercise
      provisions of Section 2(c) of such Warrant.

     

    The
      undersigned acknowledges that it has reviewed the representations and warranties
      contained in Section 5 of the Warrant and by its signature below hereby makes
      such representations and warranties to the Company.

     

    
      
        	 	
                Signature:

              	 
	 	
                Name
                  (print): 

              	 
	 	
                Title
                  (if applic.)

              	 
	 	
                Company
                  (if applic.): 

              	 


      

    

    

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED, _________________________________________ hereby sells, assigns and
      transfers all of the rights of the undersigned under the attached Warrant with
      respect to the number of shares of Common Stock covered thereby set forth below,
      to:

     

    
      	
              Name
                of Assignee

            	 	
              Address/Fax
                Number

            	 	
              No.
                of Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    
      	
              Dated:_________________

            	
              Signature:

            	 
	 	
               

            	
            
	 	
              Witness: