AMENDED
      AND RESTATED

    ADVISORY
      CONSULTING AGREEMENT

    


    Dated
      as of July 13, 2007

    


    This
      Amended and Restated Advisory Consulting Agreement (this “Agreement”)
      amends
      and restates the prior Advisory Consulting Agreement, dated as of September
      18,
      2006, by and between in its entirety RxElite (“RxElite”
or
      the
“Company”)
      and
      International Capital Advisory Inc. (“ICA”).

    


    
      
        
          	1.	
                  Scope
                    of Agreement: 

                


        

      

    

    


    During
      the term hereof, ICA will undertake certain Advisory Services on behalf of
      the
      Company, including:

    


    
      
        
          	
                	(a)	
                  Structuring
                    and negotiating a potential merger and acquisition transaction
                    involving
                    the Company and a target public entity to be identified by ICA,
                    in which
                    the Company would be merged with and into the public entity (the
                    “Merger
                    Transaction”),
                    with the surviving entity to continue the business of the Company.
                    Any
                    Merger Transaction shall be subject to the Company’s approval (at the
                    Company’s sole
                    discretion).

                


        

      

    

    


    
      
        
          	
                	(b)	
                  Advising
                    in connection with the placement of equity financing of up to
                    $15 million
                    US for the Company, with the express purpose of going public
                    (the
                    “Equity
                    Funding”).
                    Any financing shall be subject to the Company’s approval (at the Company’s
                    sole discretion).

                


        

      

    

     

    
      
        
          	
                	(c)	
                  ICA
                    shall aid RxElite in developing a capital market strategy and
                    introduce
                    RxElite to investment dealers, analysts, corporate finance
                    representatives, institutional investors and retail brokers throughout
                    North America, when appropriate. ICA shall work with the Company’s US
                    Investor Relations firm and RxElite’s internal investor relations
                    department on a regular basis to develop a long-term North American
                    program to enhance RxElite’s presence in the capital markets. This will
                    include setting up road shows and dealer presentations throughout
                    North
                    America and Europe.

                


        

      

    

    


    
      
        
          	
                	(d)	
                  ICA
                    shall aid RxElite in identifying potential acquisition targets
                    in Canada,
                    the US and Europe. As part of a potential M&A transaction, ICA may
                    introduce RxElite to parties who can facilitate a possible M&A
                    financing. ICA will be required to seek RxElite’s approval before
                    approaching any companies or financing sources, and any companies
                    agreed
                    upon must be listed in Attachment A.


                


        

      

    

     

    
      
        
          	
                	(e)	
                  ICA
                    shall aid RxElite in sourcing, negotiating and/or facilitating
                    possible
                    joint-ventures with pharmaceutical companies and medical device
                    companies
                    to enhance its distribution capabilities, product pipeline or
                    licensing
                    initiatives. ICA will be required to seek RxElite’s approval before
                    approaching any companies, and any companies agreed upon must
                    be listed in
                    Attachment A.

                


        

      

    

     

    In
      performing such Advisory Services, ICA will exercise reasonable care in
      accordance with the standards of the investment banking profession.

    


    
      	2.	
              Fees
                Structure:

            


    

    


    The
      following outlines the fees structure:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(a)	
                  In
                    connection with the $15 million Equity Funding and the Merger
                    Transaction,
                    ICA shall be paid 

                


        

      

    

     

    
      
        
          	
                	(i)	
                  a
                    cash consulting fee in the amount of $1,500,000 (“Cash Consulting Fee”),
                    and 

                


        

      

    

     

    
      
        
          	
                	(ii)	
                  ICA
                    will also be issued two
                    Warrants:

                


        

      

    

     

    
      
        
          	
                	(x)	
                  a
                    Warrant to acquire 226,515 shares (2,500,000 shares following
                    the
                    11.036789 for 1 forward stock split) of Common Stock of Southridge
                    Technology Group, Inc. (“STG”),
                    exercisable at $6.62 per share ($0.60 per share following the
                    11.036789
                    for 1 forward stock split);
                    and

                


        

      

    

     

    
      
        
          	
                	(y)	
                  a
                    Warrant to acquire 113,257 shares (1,250,000 shares following
                    the
                    11.036789 for 1 forward stock split) of Common Stock of STG,
                    exercisable
                    at $9.38 per share ($0.85 per share following the 11.036789 for
                    1 forward
                    stock split).

                


        

      

    

     

    The
      exact
      amount of the Cash Consulting Fee and the exact number of Warrants shall be
      subject to final adjustment, as agreed to by the Company and ICA, in good faith,
      and shall be based on the time and efforts expended by ICA and the success
      of
      the $15 million Equity Funding and the Merger Transaction. 

     

    The
      payment of the Cash Consulting Fee will occur at such times as may be mutually
      agreed by the Company and ICA. 

     

    To
      the
      extent permitted by law and to the extent that the Company’s legal advisors
      advise the Company that the Company may register the Warrants without reducing
      the number of securities that may be registered by cash purchasers in the $15
      million Equity Funding, the Company shall include the Warrant in the
      registration statement relating to the securities of cash purchasers in the
      $15
      million Equity Funding. 

    


    ICA
      hereby acknowledges and agrees that the tender of the Warrants to ICA shall
      occur only after (and is in all respects subject to and conditioned upon) the
      completion of the acquisition by STG of the Company’s issued and outstanding
      capital stock and succession by STG of the Company’s business as its sole line
      of business as provided in the Securities Purchase Agreement of even date
      herewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ICA
      acknowledges and agrees that the Warrant will be in the form of the Warrants
      delivered to purchasers in the Equity Financing, provided, however, that the
      exercise price of some of the Warrants will be $6.62
      (in lieu
      of $9.38),
      as
      described above.

    


    
      
        
          	
                	(b)	
                  The
                    Company will pay ICA a monthly consulting fee of $10,000 for
                    12 months
                    with the first payment due upon full execution of this
                    Agreement. Additionally,
                    once the first 12 month period described herein is completed,
                    RxElite will
                    pay ICA a monthly retainer of US $12,500 for the subsequent twelve
                    month
                    period. All payments are due and payable on the first day of
                    each
                    month.

                


        

      

    

    


    
      
        
          	
                	(c)	
                  if
                    a merger or acquisition is completed or a funding related to
                    a merger or
                    acquisition is completed with any company or entity introduced
                    directly by
                    ICA (not including the Reverse Take-Over Merger), then RxElite
                    pays a work
                    fee to ICA in an amount equal to the greater of 6% of the total
                    value of
                    the transaction or US $150,000. ICA will be required to seek
                    RxElite’s
                    approval before approaching any companies, and any merger or
                    acquisition
                    candidate companies agreed upon must be listed in Attachment
                    A.

                


        

      

    

    


    
      	
            	(d)	
              if
                a strategic or partnership agreement, including without limitation,
                a
                distribution, marketing, licensing, product or manufacturing agreement,
                is
                entered into or from an ICA Prospect, the transaction fee to be paid
                to
                ICA shall be an upfront payment and commission equal to the following
                percentage of "gross revenues", as defined below, of all products or
                services sold to, or through, RxElite or the ICA Prospect, in any
                market
                addressed by the business
                relationship:

            


    

    


    ●
      up-front
      one-time payment equal to US $35,000.00 per product;

    ●
      Year
      1: 1% of gross revenues  ●
      Year
      2: 2% of gross revenues

    ●
      Year
      3: 3% of gross revenues Year 4: 3% of gross revenues

    Year
      5: 3% of gross revenues

     

    For
      the
      purpose of this provision, a "year" shall commence on the date of the first
      sale
      of a product/service under the distribution, marketing, manufacturing or
      licensing agreement and each anniversary date thereafter. ICA
      will
      be required to seek RxElite’s approval before approaching any strategic or
      partnership agreement, including without limitation, a distribution, marketing,
      licensing, product or manufacturing agreement or related companies, and any
      ICA
      Prospect companies agreed upon must be listed in Attachment A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(e)	
              All
                air, hotel, meal, gas, and parking expenses and all other reasonable
                expenses relating to RxElite activities, submitted on a monthly basis.
                Any
                trip must be pre-approved by RxElite. Office and office expenses
                shall be
                paid as a flat fee of $300 monthly during the term of the
                agreement.

            


    

    


     

    
      
        
          	3.	
                  Confidentiality:

                


        

      

    

    


    The
      Company and ICA agree to hold confidential the terms and conditions of this
      Agreement except as required by applicable law including, without limitation,
      the rules and regulations of the Securities and Exchange Commission. Each party
      hereby consents to the granting of an injunction against it by any court of
      competent jurisdiction to enjoin it from violating the foregoing confidentiality
      provisions. Each party hereby agrees that the other will not have an adequate
      remedy at law in the event of a breach of the confidentiality provisions
      contained herein, and such party will suffer irreparable damage and injury
      as a
      result of any such breach. Resort to such equitable relief shall not, however,
      be construed to be a waiver of any other rights or remedies which such party
      may
      have

    


    
      	4.	
              Term:
                

            


    

    


    
      
        
          	
                	(a)	
                  This
                    Agreement shall be for a minimum period of 24 months commencing
                    on the
                    effective date of this Agreement, and renewable in writing thereafter
                    on a
                    month to month basis or such other time period as mutually agreed
                    to by
                    the parties. This agreement may be terminated by either party
                    in writing
                    with 30 days notice, but no sooner than the 24th
                    month of the agreement.

                


        

      

    

    


    
      
        
          	
                	(b)	
                  In
                    the event that a funding has not occurred by December 31, 2007,
                    this
                    agreement is automatically
                    terminated.

                


        

      

    

    


    
      
        
          	
                	(c)	
                  Notwithstanding
                    the termination of this Agreement, the provisions of Section
                    2(c) and 2(d)
                    shall survive for twelve months following termination, and in
                    the case of
                    2(d), the Company shall make all payments due to ICA for the
                    time periods
                    and amounts as outlined in
                    2(d).

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      agreement constitutes the entire agreement by the parties. Any previous written
      acknowledgement, statement or prior understanding whether in writing or
      discussed orally between the parties related to the agreement or the
      relationship between the parties (including, without limitation, the letter
      agreement dated as of September 18, 2006) is
      superseded by this agreement.

    


    Unless
      otherwise stated, all figures in this Agreement are stated in US dollars. Please
      confirm your agreement with the foregoing terms by signing this Agreement in
      the
      place provided below and returning two executed copies to the offices of ICA
      to
      the attention of Mr. Morrie Tobin.

    


    Yours
      very truly,

    


    On
      behalf
      of      

    INTERNATIONAL
      CAPITAL ADVISORY INC.   

    


    By:       

    


    /s/
      Morrie Tobin

    
      

    

    Mr.
      Morrie Tobin

    Vice-President      

    


     

    Acknowledged
      and agreed.

    


    On
      behalf
      of 

    


    RxElite
      Holdings Inc.  

    


    By:

    


    /s/
      Daniel Chen

    
      
Mr.
      Daniel Chen, CEO

    Date: