Unassociated Document


    


    Exhibit
      10.3

    


    COMMON
      STOCK PURCHASE AGREEMENT

    


    AGREEMENT
      entered
      into as of the 14th
      day of
      November, 2007, by and between Verbena
      Pharmaceuticals, Inc., a Delaware corporation with an address at 270
      Presidential Drive, Wilmington, DE 19807 (the “Company”) and Genesis Holdings,
      Inc., a Texas corporation with an address at 10010 San Pedro Avenue, Suite
      310,
      San Antonio, TX 78216 (the “Purchaser”).

    


    WHEREAS,
      the Purchaser desires to purchase, and the Company desires to sell, an aggregate
      of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value
      $.0001 per share (the “Common Stock”) upon the terms and conditions
      hereof.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the Purchaser and the Company hereby agree as follows:

    


    SECTION
      1: SALE OF THE SHARES


     

    1.1
      Sale
      of the Shares.
      Subject
      to the terms and conditions hereof, the Company will sell and deliver to the
      Purchaser and the Purchaser will purchase from the Company, upon the execution
      and delivery hereof, the Shares for an aggregate purchase price (the “Purchase
      Price”) equal to fifty thousand dollars ($50,000), to be paid as follows: (a)
      $16,700 upon the execution and delivery of this Agreement (the “Cash Portion of
      the Purchase Price”) and (b) a promissory note, in the form annexed hereto as
      Exhibit A (the “Note”) for $33,300 shall be delivered to the Company upon the
      execution and delivery hereof. The Note shall provide that the principal amount
      therein shall be paid no later than two business days after the Company has
      (i)
      completed a transaction pursuant to which the Issuer is no longer a “shell
      company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act
      of 1934, as amended and (ii) has received approval to commence the trading
      of
      its securities on the Pink Sheets LLC, the Nasdaq Over-the-Counter Bulletin
      Board or other established trading market. The sale of the Shares shall be
      subject to the other terms and conditions described and set forth in the Note.
      Upon issuance the Shares, as well as blank stock powers with respect thereto,
      will be deposited with Feldman Weinstein & Smith LLP, as escrow agent under
      an Escrow Agreement in the form annexed hereto as Exhibit B, with the terms
      and
      conditions of such Escrow Agreement being incorporated by reference herein
      as if
      made a part hereof. 

     

    SECTION
      2: CLOSING DATE; DELIVERY

    


    2.1
      Closing
      Date.
      The
      closing of the purchase and sale of the Shares hereunder (the “Closing”) shall
      be held immediately following the execution and delivery of this
      Agreement.

    


    2.2
      Delivery
      at Closing.
      At the
      Closing, the Company will deliver to the Purchaser a stock certificate
      registered in the Purchaser’s name, representing the number of Shares to be
      purchased by Purchaser hereunder, against payment of the purchase price therefor
      as indicated above. At the Closing, the Purchaser shall pay the Cash Portion
      of
      the Purchase Price and deliver the Note. Prior to Closing, all outstanding
      indebtedness of the Company to Randy Milby shall have been canceled or converted
      to equity. Prior to Closing, Issuer shall have increased the size of its Board
      of Directors to two, Pamela Morse shall have been elected to fill the vacancy
      created thereby, and Purchaser shall have received the resignation of Randy
      Milby as a director and received the resignation of Randy Milby as officer
      effective upon the consummation of the sale of the Shares hereunder. Schedule
      14F of the Securities and Exchange Commission shall have been duly filed and
      mailed to the sole stockholder of the Company at least ten days prior to
      Closing.

     

    
      
        
        

      

      
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    SECTION
      3: REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

    


    The
      undersigned Purchaser hereby represents, warrants to and covenants with the
      Company as follows:

     

    3.1
      Transfer
      of Shares.
      The
      Shares have not been registered under the Securities Act and cannot be sold
      or
      otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000. Purchaser agrees that
      it
      will not effect any direct or indirect transfer of the Shares, nor any right
      or
      option of any third party to acquire the Shares, until that certain Promissory
      Note, of even date herewith, made by the Issuer in favor of Randy Milby, shall
      be paid or canceled pursuant to the terms thereof.

    


    3.2
      Experience.
      The
      undersigned has such knowledge and experience in financial and business matters
      that the undersigned is capable of evaluating the merits and risks of investment
      in the Company and of making an informed investment decision. The undersigned
      has adequate means of providing for the undersigned's current needs and possible
      future contingencies and the undersigned has no need, and anticipates no need
      in
      the foreseeable future, to sell the Shares for which the undersigned subscribes.
      The undersigned is able to bear the economic risks of this investment and,
      consequently, without limiting the generality of the foregoing, the undersigned
      is able to hold the Shares for an indefinite period of time and has sufficient
      net worth to sustain a loss of the undersigned's entire investment in the
      Company in the event such loss should occur. Except as otherwise indicated
      herein, the undersigned is the sole party in interest as to its investment
      in
      the Company, and it is acquiring the Shares solely for investment for the
      undersigned's own account and has no present agreement, understanding or
      arrangement to subdivide, sell, assign, transfer or otherwise dispose of all
      or
      any part of the Shares subscribed for to any other person. 

    


    3.3
      Investment;
      Access to Data.
      The
      undersigned has carefully reviewed and understands the risks of, and other
      considerations relating to, a purchase of the Common Stock and an investment
      in
      the Company. The undersigned has been furnished materials relating to the
      Company, the private placement of the Common Stock or anything else that it
      has
      requested and has been afforded the opportunity to ask questions and receive
      answers concerning the terms and conditions of the offering and obtain any
      additional information which the Company possesses or can acquire without
      unreasonable effort or expense. Representatives of the Company have answered
      all
      inquiries that the undersigned has made of them concerning the Company, or
      any
      other matters relating to the formation and operation of the Company and the
      offering and sale of the Common Stock. The
      undersigned has not been furnished any offering literature other than the
      materials that the Company may have provided at the request of the undersigned;
      and the undersigned has relied only on such information furnished or made
      available to the undersigned by the Company as described in this Section. The
      undersigned is acquiring the Shares for investment for the undersigned's own
      account, not as a nominee or agent and not with the view to, or for resale
      in
      connection with, any distribution thereof. The undersigned acknowledges that
      the
      Company is a start-up company with no current operations, assets or operating
      history, which may possibly cause a loss of Purchaser’s entire investment in the
      Company.

    


    3.4
      Authorization.
      (a)
      This Agreement, upon execution and delivery thereof, will be a valid and binding
      obligation of Purchaser, enforceable in accordance with its terms, subject
      to
      applicable bankruptcy, insolvency, reorganization and moratorium laws and other
      laws of general application affecting enforcement of creditors' rights
      generally.

    


    (b)
      The
      execution, delivery and performance by Purchaser of this Agreement and
      compliance therewith and the purchase and sale of the Shares will not result
      in
      a violation of and will not conflict with, or result in a breach of, any of
      the
      terms of, or constitute a default under, any provision of state or Federal
      law
      to which Purchaser is subject, or any mortgage, indenture, agreement,
      instrument, judgment, decree, order, rule or regulation or other restriction
      to
      which the Purchaser is a party or by which the undersigned Purchaser is bound,
      or result in the creation of any mortgage, pledge, lien, encumbrance or charge
      upon any of the properties or assets of Purchaser pursuant to any such
      term.

     

    
      
        
        

      

      
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    3.5
      Accredited
      Investor.
      Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
      D
      under the Securities Act of 1933, as amended.

    


    3.6
      Proceedings
      and Orders.
      Neither
      Purchaser, nor any director, officer, affiliate or 5% or greater shareowner
      of
      Purchaser, during the last ten years, was a party to a civil proceeding of
      a
      judicial or administrative body of competent jurisdiction and as a result of
      such proceeding was or is subject to a judgment, decree or final order enjoining
      future violations of, or prohibiting or mandating activities subject to, federal
      or state securities laws or finding any violation with respect to such laws,
      or
      has been convicted of fraud or felony charges or restricted in conducting any
      business activity. 

    


    3.7
      No
      Binding Agreements or Other Commitments.
      Purchaser has not entered into any binding letter of intent, agreement or any
      other commitment with a third party involving, on behalf of or for the benefit
      of the Company. Purchaser has made full disclosure to the Company with regard
      to
      any pending negotiations and understandings with third parties involving, on
      behalf of or for the benefit of the Company. 


    


    SECTION
      4: MISCELLANEOUS

    


    4.1
      Governing
      Law.
      This
      Agreement shall be governed in all respects by the laws of the State of
      Delaware, without regard to conflicts of laws principles thereof.

    


    4.2
      Survival.
      The
      terms, conditions and agreements made herein shall survive the Closing.


    


    4.3
      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.

    


    4.4
      Entire
      Agreement; Amendment; Waiver.
      This
      Agreement constitutes the entire and full understanding and agreement between
      the parties with regard to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be amended, waived, discharged or terminated, except by
      a
      written instrument signed by all the parties hereto.

    


    4.5
      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.


    


    [Remainder
      of Page Intentionally Left Blank]

    


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands as of the day and year first above
      written.

    


    VERBENA
      PHARMACEUTICALS INC.

    


    


    


    By:         
      /s/
      Randy
      Milby 
      
        

      

    

    Name:
      Randy Milby

    Title:
      President

    


     

    GENESIS
      HOLDINGS, INC.

    


    


    


    By:        
       /s/
      Pamela Morse

    
      

    

    
    

    Name:
      Pamela Morse

    Title:
      Acting Chief Executive Officer

    


    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    PROMISSORY
      NOTE

    


    Loan
      Amount: $33,300 (Thirty Three Thousand Three Hundred Dollars: U.S. Dollars)
      (the
“Loan Amount”) 

    Date:
      _______________ __, 2007

     

    This
      Promissory Note (the “Note”) is executed as of this date first written above by
      Genesis Holdings, Inc., a Texas corporation with an address at 10010 San Pedro
      Ave., Ste. 310, San Antonio, Texas 78216 (the “Borrower”), in
      favor
      of Verbena Pharmaceuticals Inc., a Delaware corporation having its offices
      at
      270 Presidential Drive, Wilmington, DE 19807 (the “Lender”). 

     

    FOR
      VALUE RECEIVED,
      the
      receipt and sufficiency of which are hereby acknowledged by the delivery and
      control of Verbena Pharmaceuticals Inc., the undersigned Borrower hereby
      promises to pay to the order of the Lender at 270 Presidential Drive,
      Wilmington, DE 19807, or such other place as Lender may designate in writing,
      the principal sum of $33,300, with interest thereon at an annual rate equal
      to
      nine and one-quarter percent (9.25%). The payments shall be by wire transfer
      of
      funds to an account designated by Lender in writing to Borrower. 

     

    The
      entire outstanding unpaid principal balance of and accrued interest on this
      Note
      shall, if not previously paid, be finally due and payable (the “Maturity Date”)
      in cash within two business days after the Lender has (i) completed a
      transaction (a “Shell Merger”) pursuant to which the Lender is no longer a
“shell company” as defined in Rule 12b-2 promulgated under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) has received
      approval to commence the trading of its securities on the Pink Sheets LLC,
      the
      Nasdaq Over-the-Counter Bulletin Board or other established trading market
      (the
“Market Approval”). If Borrower shall fail to pay the outstanding principal
      balance of this Note when required, or any other Event of Default (as
      hereinafter defined) shall occur, interest shall accrue at the Default Rate
      (as
      herein defined). 

     

    The
      Borrower, in its discretion, may prepay the principal sum, in full or in part,
      with accrued interest thereon, at any time without any pre-payment penalty.
      

     

    Any
      payment made by Borrower, via the mail, shall be deemed received by Lender
      when
      actually received by Lender. All payments must be made promptly on the due
      date
      of each payment as required herein, time being of the essence. Borrower hereby
      expressly assumes all risks of loss or liability resulting from non-delivery
      of
      any payments transmitted by mail or in any other manner. 

     

    No
      delay
      or failure of Lender in exercising any right, remedy, power or privilege under
      this Note or pursuant to any applicable law shall be deemed to constitute a
      course of conduct inconsistent with Lender’s right at any time, before or after
      any default hereunder to demand strict adherence to the terms of this Note.
      

     

    The
      failure of the Borrower to pay principal on the Note when due hereunder or
      any
      other breach by the Borrower of its obligations under this Note shall constitute
      an “Event of Default” under this Note. It also shall be deemed an Event of
      Default hereunder if Borrower shall fail to use its best efforts to cause the
      Lender to timely make any required filings with the Securities and Exchange
      Commission under the Exchange Act, unless an extension of time is permitted
      and
      claimed under Rule 12b-25 promulgated under the Exchange Act.

    


    The
      following also shall be deemed Events of Default hereunder:

    


    (i)
      Borrower shall fail to observe or perform any obligation or shall breach any
      term or provision of this Note and such failure or breach shall not have been
      remedied within five days after the date on which notice of such failure or
      breach shall have been delivered;

     

    
      
        
        

      

      
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    (ii)
      Borrower shall fail to observe or perform any of their respective obligations
      owed to Lender or any other covenant, agreement, representation or warranty
      contained in, or otherwise commit any breach hereunder, under the Common Stock
      Purchase Agreement between Borrower and Lender of even date herewith or in
      any
      other agreement executed in connection herewith or therewith;

    


    (iii)
      Borrower or any of its subsidiaries shall commence, or there shall be commenced
      against Borrower or any subsidiary a case under any applicable bankruptcy or
      insolvency laws as now or hereafter in effect or any successor thereto, or
      Borrower or any subsidiary commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
      insolvency or liquidation or similar law of any jurisdiction whether now or
      hereafter in effect relating to Borrower or any subsidiary, or there is
      commenced against Borrower or any subsidiary any such bankruptcy, insolvency
      or
      other proceeding which remains undismissed for a period of 60 days; or Borrower
      or any subsidiary is adjudicated insolvent or bankrupt; or any order of relief
      or other order approving any such case or proceeding is entered; or Borrower
      or
      any subsidiary suffers any appointment of any custodian or the like for it
      or
      any substantial part of its property which continues undischarged or unstayed
      for a period of 60 days; or Borrower or any subsidiary makes a general
      assignment for the benefit of creditors; or Borrower or any subsidiary shall
      fail to pay, or shall state that it is unable to pay, or shall be unable to
      pay,
      its debts generally as they become due; or Borrower or any subsidiary shall
      call
      a meeting of its creditors with a view to arranging a composition, adjustment
      or
      restructuring of its debts; or Borrower or any subsidiary shall by any act
      or
      failure to act expressly indicate its consent to, approval of or acquiescence
      in
      any of the foregoing; or any corporate or other action is taken by Borrower
      or
      any subsidiary for the purpose of effecting any of the foregoing;
      or

    


    (iv)
      Borrower or any subsidiary shall default or an event of default shall exist
      in
      any of its respective obligations under any other note or any mortgage, credit
      agreement or other facility, indenture agreement, factoring agreement or other
      instrument under which there may be issued, or by which there may be secured
      or
      evidenced any indebtedness for borrowed money or money due under any long term
      leasing or factoring arrangement of Borrower or any subsidiary, whether such
      indebtedness now exists or shall hereafter be created and such default shall
      result in such indebtedness becoming or being declared due and payable prior
      to
      the date on which it would otherwise become due and payable, including without
      limitation, any other notes of the Borrower in favor of the Lender
      hereunder.

    


    If
      an
      Event of Default shall occur hereunder, unless another remedy is expressly
      provided for herein, the entire unpaid principal balance and all accrued
      interest under this Note shall become immediately due and payable together
      with
      (to the extent permitted under applicable law) any and all costs and attorneys
      fees incurred by Lender in collecting or enforcing the payment. 

    


    If
      a
      Shell Merger has not been completed within one year of the date of this Note,
      and, at anytime thereafter, unless all principal and interest outstanding on
      this Note shall have previously been paid, upon written notice from Mr. Randy
      Milby to Lender, under the terms of that certain Promissory Note in favor of
      Mr.
      Milby, dated as of the date hereof (the “Milby Note”) and upon written notice to
      the escrow agent under the Escrow Agreement, Borrower immediately shall return
      to Lender the two million five hundred thousand (2,500,000) shares of Common
      Stock then held in escrow in exchange for the cancellation of this Note, and
      Lender shall receive from the escrow agent and issue, for a nominal purchase
      price equal to the par value thereof, two million five hundred thousand
      (2,500,000) shares of Common Stock to Mr. Milby (“Milby Shares”). Such Milby
      Shares shall represent all then outstanding shares of capital stock of the
      Borrower, on a fully diluted basis. The parties shall take such action and
      effect such filings as may be necessary, at the expense of Borrower, applicable
      securities laws to ensure that the actions described herein are in compliance
      therewith. Borrower’s failure to take any action described herein shall be
      deemed an Event of Default hereunder.

     

    
      
        
        

      

      
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    If
      a
      Shell Merger has been completed within one year of the date of this Note, but
      as
      of the one year anniversary of this Note Borrower has not received Market
      Approval, then notwithstanding failure to receive Market Approval, all then
      outstanding principal and interest hereon shall become immediately due and
      payable without demand by Lender. Borrower’s failure to take any action
      described herein shall be deemed an Event of Default hereunder.

    


    Until
      this Note is paid in full, Lender shall not issue any shares of its Common
      Stock
      nor any direct or indirect rights to receive or acquire shares of Common Stock
      other than in connection with a Shell Merger and thereafter, and Lender shall
      not effect any forward or reverse stock split, recapitalization, reorganization
      or the like prior to completion of a Shell Merger without Borrower’s prior
      written consent.

     

    If
      there
      is any Event of Default hereunder the entire balance of principal of the Loan
      Amount then outstanding shall bear interest at 25% per annum (“Default Rate”)
      thereafter. Such interest shall accrue from the date of this Note until paid.
      

     

    If
      there
      is any Event of Default hereunder, all payments hereunder shall be applied
      first
      to the payment of accrued and unpaid interest on the principal of this Note,
      accrued at the Default Rate as hereinafter provided; and second, to the
      reduction of principal of this Note. 

     

    Borrower
      hereby waives presentment for payment, demand, protest, notice of non-payment,
      notice of protest and diligence in collecting or bringing suit, and agrees
      to
      any extension of time and partial payment before, at or after maturity and
      further agrees that, if this Note is not paid when due or suit is brought,
      to
      pay reasonable costs of collection including reasonable attorney’s fees. The
      Borrower’s liabilities shall be with recourse and shall be absolute and
      unconditional without regard to the liability of any other parties hereto.
      

     

    Upon
      the
      occurrence of an Event of Default, the Lender shall have the right to exercise
      any or all remedies it may have under applicable law. The Lender may designate
      a
      third party to enforce such remedies. 

     

    The
      provisions of this Note and of all agreements between the Borrower and the
      Lender are hereby expressly limited so that in no contingency or event
      whatsoever shall the amount paid, or agreed to be paid, to the Lender for the
      use, forbearance, or retention of the Loan Amount exceed the maximum amount
      permissible under applicable law. If, from any circumstance whatsoever, the
      performance or fulfillment of any provision hereof or of any other agreement
      between the Borrower and the Lender shall, at the time performance or
      fulfillment of such provision shall be due, exceed the limit for interest
      prescribed by law, then, ipso facto, the obligation to be performed or fulfilled
      shall be reduced to such limit, and if, from any circumstance whatsoever, the
      Borrower should ever receive as interest an amount which would exceed the
      highest lawful rate, the amount which would be excessive Interest shall be
      applied to the reduction of the principal balance owing hereunder (or, at the
      Lender’s option, or if no principal shall be outstanding, be paid over to the
      Borrower) and not to the payment of interest. 

     

    If
      any
      provision hereof shall, for any reason and to any extent, be invalid or
      unenforceable, then the remainder of the instrument in which such provision
      is
      contained, the application of the provision to other persons, entities or
      circumstances, and any other instrument referred to herein shall not be affected
      thereby but instead shall be enforceable to the maximum extent permitted by
      law.


     

    When
      used
      in this Note, the singular number shall include the plural, the plural shall
      include the singular and the use of any gender shall include all genders. The
      term “Borrower” as used herein shall include the original Borrower of this Note
      and any party who may subsequently become primarily liable for the payment
      hereof. This Note may be assigned or transferred by Borrower. The term “Lender”
as used herein shall mean the original payee of this Note or, if this Note
      is
      transferred, the then holder of this Note, provided that, until written notice
      is given to the Borrower designating another party as the Lender, the Borrower
      may consider the Lender to be the original Lender or the party last designated
      as the Lender in a written notice to the Borrower. Notwithstanding the
      foregoing, Borrower may not assign or transfer the Note or any of its
      obligations hereunder without the prior written consent of Lender, in its sole
      discretion, and in the event Borrower assigns or transfers the Note, it will
      remain liable for any default by the assignee. The parties agree that time
      is of
      the essence under this Note with regard to all obligations to be performed
      hereunder by the Borrower. 

     

    
      
        
        

      

      
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    All
      notices, consent or other instruments or communications provided for under
      this
      Note shall be in writing, signed by the party giving the same, and shall be
      deemed properly given and received (i) the date delivered, if delivered by
      personal delivery or overnight courier as against written receipt therefore
      or
      by confirmed facsimile transmission or (ii) three business days after mailed,
      if
      sent by registered or certified mail, postage prepaid, to the address set forth
      above, or to such other address as a party may designate by written notice
      to
      the other party. Notwithstanding the foregoing, any payment of cash or Common
      Stock by Borrower hereunder shall be deemed given only when actually received
      by
      Lender.

     

    Regardless
      of the place of its execution, this Note shall be construed and enforced in
      accordance with the laws of the State of Delaware for contracts to be wholly
      performed in such state and without giving effect to the principles thereof
      regarding the conflict of laws. 

     

    


    AGREED
      TO
      AND ACCEPTED this ____ day of ________________ 2007: 

     

     

    Lender:
       Verbena
      Pharmaceuticals Inc. 

     

     

       ________________________________________________

       By:
      Randy
      Milby, President

     

    


    Borrower:
       Genesis
      Holdings, Inc.

     

     

       _______________________________________________

       By:
      Pamela Morse, Acting Chief Executive Officer

    


    


    
      
        
        

      

      
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    EXHIBIT
      B

    


    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”) is made as of ______________ __, 2007, by
      and among Randy Milby, with an address at 270 Presidential Drive, Wilmington,
      DE
      19807 (“Milby”), Genesis Holdings, Inc., a Texas corporation with an address at
      10010 San Pedro Avenue, Suite 310, San Antonio, TX 78216 (“Genesis”), Verbena
      Pharmaceuticals Inc., a Delaware corporation with an address at 270 Presidential
      Drive, Wilmington, DE 19807 (the “Company”) and Feldman Weinstein & Smith
      LLP, having an address at 420 Lexington Avenue, Suite 2620, New York, NY 10170
      (the “Escrow Agent”). Capitalized terms used but not defined herein shall have
      the meanings set forth in the Promissory Notes, Common Stock Purchase Agreement
      and Redemption Agreement referred to in the recitals. Hereinafter, Milby,
      Genesis and the Company shall be referred to as the “Parties”, each a
“Party.”

    


    WHEREAS,
      the Escrow Agent has been advised that the Company has sold an aggregate of
      2,500,000 shares (the “Genesis Shares”) of its common stock, par value $.0001
      per share (the “Common Stock”) to Genesis in consideration for $16,700 cash and
      that certain promissory note in the principal amount of $33,300 issued by
      Genesis in favor of the Company (the “Genesis Note”), pursuant to that certain
      common stock purchase agreement, dated as of the date hereof, by and between
      the
      Company and Genesis (the “Common Stock Purchase Agreement”); 

    


    WHEREAS,
      the Escrow Agent also has been advised that the Company has purchased an
      aggregate of 2,500,000 shares (the “Milby Shares” and together with the Genesis
      Shares, the “Shares”) of Common Stock from Milby in consideration for $16,700
      cash and that certain promissory note in the principal amount of $33,300 issued
      by the Company in favor of Milby (the “Milby Note” and together with the Genesis
      Note, the “Notes”), pursuant to that certain redemption agreement, dated as of
      the date hereof, by and between the Company and Milby (the “Redemption
      Agreement”); 

    


    WHEREAS,
      the Parties have requested that the Escrow Agent hold in escrow and then
      distribute the Shares to be released to certain Parties pursuant to this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the covenants and mutual promises contained
      herein and other good and valuable consideration, the receipt and legal
      sufficiency of which are hereby acknowledged and intending to be legally bound
      hereby, the parties agree as follows:

     

    ARTICLE
      I

    TERMS
      OF ESCROW

    


    1.1 
      The
      parties hereby agree to establish an escrow account with the Escrow Agent
      whereby the Escrow Agent shall hold the Shares, as well as blank stock powers
      with respect thereto, pursuant to the terms hereof. The Shares and blank stock
      powers will be held by the Escrow Agent in a secured location. 

     

    1.2 The
      Shares shall be issued to the Parties and released by the Escrow Agent as
      follows:

     

    (a)
       If
      under
      the terms and conditions set forth in the Notes, the Common Stock Purchase
      Agreement and Redemption Agreement, a Party believes that certain Shares may
      be
      released from the Escrow Agent, then such Party (the “Requesting Party”) shall
      send written notice to the Escrow Agent via facsimile at (212) 997-4242 (the
      “Request Notice”). Such Request Notice shall constitute irrevocable instructions
      to the Escrow Agent to release and issue the Shares to the Party specified
      in
      the Request Notice.

     

    (b) Upon
      receipt of the Request Notice, the Escrow Agent shall send written notice (the
      “Release Notice”) to all Parties except the Requesting Party (the “Remaining
      Parties”), indicating that it received the Request Notice to release the Shares.
      If the Remaining Parties each do not object in writing within three business
      days of receiving the Release Notice, the Escrow Agent shall release the Shares
      as provided for in the Request Notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c) In
      the
      event the Escrow Agent shall receive written objection from either or both
      of
      the Remaining Parties within three business days from such Party’s receipt of
      the Release Notice, the Escrow Agent shall not release the Shares unless and
      until all of the Parties have sent written instruction (the “Instruction”) to
      the Escrow Agent by facsimile at (212) 997-4242 indicating that the Parties
      have
      reached an agreement concerning the Shares and instructing the Escrow Agent
      as
      to the disposition of the Shares. The Escrow Agent shall release the Shares
      in
      such manner as set forth in the Instruction. If the Escrow Agent does not
      receive an Instruction within five business days from the receipt of a written
      objection, Escrow Agent shall have the right, but not the obligation, to deposit
      the Shares with the clerk of a court in New York County, New York State and
      give
      written notice of such deposit to the Parties. Upon such deposit or other
      disbursement in accordance with the terms of this Agreement, Escrow Agent shall
      be relieved and discharged from all further obligations and responsibilities
      hereunder. The Escrow Agent shall not incur any liability whatsoever for acting
      upon any notice, direction, waiver, receipt, consent, certificate,
      authorization, power of attorney or other paper or document purporting and
      believed by the Escrow Agent to be genuine and to be signed and presented by
      the
      proper person or persons.

     

    1.3 The
      parties acknowledge that, although the Escrow Agent is holding the Shares,
      the
      Escrow Agent is acting solely as a stakeholder at their request and for their
      convenience and that Escrow Agent shall not be liable to either party for any
      act or omission on its part unless taken or suffered in bad faith or in willful
      disregard of this contract on the part of Escrow Agent. 


     

    ARTICLE
      II

    MISCELLANEOUS


     

    2.1 No
      waiver
      of any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed an extension of the time for performance
      of
      any other obligation or act.

     

    2.2 Unless
      otherwise specified herein, all notices or other communications required or
      permitted hereunder shall be in writing, and shall be sent by fax, overnight
      courier, registered or certified mail, postage prepaid, return receipt
      requested, and shall be deemed properly given and received as set forth in
      the
      Note.

     

    2.3 This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors, assigns, heirs and legatees of the parties
      hereto.

     

    2.4 This
      Escrow Agreement is the final expression of, and contains the entire agreement
      between, the parties with respect to the subject matter hereof and supersedes
      all prior understandings with respect thereto. This Escrow Agreement may not
      be
      modified, changed, supplemented or terminated, nor may any obligations hereunder
      be waived, except by written instrument signed by the parties to be charged
      or
      by their respective agents duly authorized in writing or as otherwise expressly
      permitted herein.

     

    2.5 Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine. This Escrow Agreement shall
      not
      be construed as if it had been prepared by one of the parties, but rather as
      if
      both parties had prepared the same. Unless otherwise indicated, all references
      to Articles are to this Escrow Agreement.

     

    2.6 The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    2.7 The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Company, Genesis, Milby and the Escrow
      Agent.

     

    2.8 The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith, excepting only its own gross negligence or willful misconduct, and any
      act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
      Agent’s attorneys-at-law (other than Escrow Agent itself) shall be conclusive
      evidence of such good faith.

     

    2.9 The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

     

    2.10 The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Common Stock Purchase Agreement, Redemption Agreement
      or
      any documents or papers deposited or called for thereunder or
      hereunder.

     

    2.11 The
      Escrow Agent shall be entitled to employ such legal counsel, and other experts
      as the Escrow Agent may deem necessary properly to advise the Escrow Agent
      in
      connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
      such counsel, and may pay such counsel reasonable compensation therefor. The
      Escrow Agent has acted as legal counsel for the Company, and may continue to
      act
      as legal counsel for the Company from time to time, notwithstanding its duties
      as the Escrow Agent hereunder. Each of the parties hereto consents to the Escrow
      Agent in such capacity as legal counsel for the Company and waives any claim
      that such representation represents a conflict of interest on the part of the
      Escrow Agent. The Company understands that the Company and the Escrow Agent
      are
      relying explicitly on the foregoing provision in entering into this Escrow
      Agreement.

     

    2.12 The
      Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
      Escrow Agent shall resign by written notice to the Company, Milby and Genesis.
      In the event of any such resignation, the Company, Milby and Genesis shall
      appoint a successor Escrow Agent.

     

    2.13 If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    2.14 It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the Shares held by the Escrow Agent
      hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s
      sole discretion (i) to retain in the Escrow Agent’s possession without liability
      to anyone all or any part of said Shares until such disputes shall have been
      settled either by mutual written agreement of the parties concerned by a final
      order, decree or judgment of a board of arbitration or a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but the Escrow Agent shall be under no duty whatsoever to institute
      or defend any such proceedings, or (ii) to deliver the Shares and any other
      property and documents held by the Escrow Agent hereunder to a state or Federal
      court having competent subject matter jurisdiction and located in the State
      and
      City of New York in accordance with the applicable procedure
      therefor.

     

    2.15 The
      Company, Milby and Genesis agree jointly and severally to indemnify and hold
      harmless the Escrow Agent and its partners, employees, agents and
      representatives from any and all claims, liabilities, costs or expenses
      (including reasonable attorneys’ fees) in any way arising from or relating to
      the duties or performance of the Escrow Agent hereunder or the transactions
      contemplated hereby or by the Common Stock Purchase Agreement and Note other
      than any such claim, liability, cost or expense to the extent the same shall
      have been determined by final, nonappealable judgment of a court of competent
      jurisdiction to have resulted from the willful misconduct of the Escrow
      Agent.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    2.16
       This
      Agreement and any amendment or modification of this Agreement may be executed
      in
      several counterparts or by separate instruments and all of such counterparts
      and
      instruments shall constitute one agreement, binding on all of the parties
      hereto.

    


    


    [Remainder
      of Page Intentionally Left Blank]

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as
      of
      this __ day of _________________________, 2007.

     

    PARTIES:


     

    RANDY
      MILBY


    


    


    By:
       ______________________________ 

    Randy
      Milby 


    


    


    GENESIS
      HOLDINGS, INC.


    


    


    By:
       ____________________________________

    Pamela
      Morse, Acting Chief Executive Officer

    


    


    VERBENA
      PHARMACEUTICALS INC.


    


    


    By:
      ___________________________________ 

    Randy
      Milby, President

    


     

    ESCROW
      AGENT:

     

    FELDMAN
      WEINSTEIN & SMITH LLP


    


    


    By:
       ____________________________________

    David
      N.
      Feldman, Partner

    


    


    
      
        
        

      

      
        13