Unassociated Document


     

    Exhibit
      10.1

    


    REDEMPTION
      AGREEMENT

    


    This
      Agreement (the “Agreement”) is made as of the 14th
      day of
      November, 2007 by and between Verbena Pharmaceuticals Inc., a Delaware
      corporation having its offices at 270 Presidential Drive, Wilmington, DE 19807
      (the “Issuer”) and Randy Milby, with an address at 270 Presidential Drive,
      Wilmington, DE 19807 (the “Seller”).

    


    WI
      TNESSETH:

     

    WHEREAS,
      the Seller is the owner of 2,500,000 shares (the “Shares”) of the Issuer’s
      common stock, par value $.0001 per share (“Common Stock”); and

     

    WHEREAS,
      the Seller desires to sell to the Issuer, and the Issuer desires to purchase
      from the Seller, all 2,500,000 Shares owned by the Seller, on and subject to
      the
      terms of this Agreement;

     

    WHEREFORE,
      the parties hereto hereby agree as follows:

     

    1.  Sale
      of the Shares.
      Subject
      to the terms and conditions of this Agreement, and in reliance upon the
      representations, warranties, covenants and agreements contained in this
      Agreement, the Seller shall sell the Shares to the Issuer, and the Issuer shall
      purchase the Shares from the Seller 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
      Seller 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
      Issuer 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
      such as the redemption terms stated therein. 

     

    2.  Closing.
      The
      purchase and sale of the Shares shall take place upon execution and delivery
      of
      this Agreement (the “Closing”), to be held at such time and place as shall be
      determined by the parties. At the Closing, the Seller shall deliver to the
      Issuer certificates for the Shares, duly endorsed in form for transfer to the
      Issuer and the Issuer shall pay the Cash Portion of the Purchase Price and
      deliver the Note to Seller. At Closing, the Shares, as well as appropriate
      blank
      stock powers from the Issuer, shall be placed in escrow with Feldman Weinstein
      & Smith LLP, as escrow agent, pursuant to an escrow agreement in the form of
      Exhibit B hereto (the “Escrow Agreement”). In addition, Genesis Holdings, Inc.
      shall have placed all shares of Common Stock owned by it, as well as appropriate
      blank stock powers, in escrow pursuant to the Escrow Agreement.

     

    3.  Representations
      of Seller.
      

     

    (a)  Seller
      has all necessary power and authority to enter into and to perform her
      obligations hereunder. This Agreement constitutes the valid and binding
      obligation of Seller, enforceable against her in accordance with its terms,
      subject to: (i) laws of general application relating to bankruptcy, insolvency
      and the relief of debtors; and (ii) rules of law governing specific performance,
      injunctive relief and other equitable remedies.

     

    (b)  Seller
      owns all rights, titles and interests in and to, and has the rights to transfer
      to the Issuer, in connection with the redemption provided for herein, all of
      the
      Shares being redeemed by the Issuer, pursuant to the terms of this Agreement,
      free and clear of all liens, security interests, charges and other
      encumbrances.

     

    4.  Representations
      of Issuer

     

    
      
        
        

      

      
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    (a)  The
      Issuer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware.

     

    (b)  The
      Issuer has all necessary corporate power and authority to enter into and to
      perform its obligations under this Agreement, and the execution, delivery and
      performance by the Issuer of this Agreement have been duly authorized by all
      necessary action on the part of the Issuer and its board of directors. This
      Agreement constitutes the valid and binding obligation of the Issuer,
      enforceable against the Issuer in accordance with its terms, subject to: (i)
      laws of general application relating to bankruptcy, insolvency and the relief
      of
      debtors; and (ii) rules of law governing specific performance, injunctive relief
      and other equitable remedies.

     

    5.  Miscellaneous.
      This
      Agreement constitutes the entire agreement of the parties, superseding and
      terminating any and all prior or contemporaneous oral and written agreements,
      understandings or letters of intent between or among the parties with respect
      to
      the subject matter of this Agreement. No part of this Agreement may be modified
      or amended, nor may any right be waived, except by a written instrument which
      expressly refers to this Agreement, states that it is a modification or
      amendment of this Agreement and is signed by the parties to this Agreement,
      or,
      in the case of waiver, by the party granting the waiver. If any section, term
      or
      provision of this Agreement shall to any extent be held or determined to be
      invalid or unenforceable, the remaining sections, terms and provisions shall
      nevertheless continue in full force and effect. This Agreement shall be governed
      and construed in accordance with the laws of the State of Delaware applicable
      to
      agreements executed and to be performed wholly within such State, without regard
      to any principles of conflicts of law. This Agreement shall be binding upon
      the
      parties and their respective heirs, executors, administrators, legal
      representatives, successors and assigns; provided, however, that neither party
      may assign this Agreement or any of its rights under this Agreement without
      the
      prior written consent of the other party. This Agreement may be executed
      simultaneously in two or more counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written. 

    


    
      	 	
               

               

              /s/
                Randy Milby 

                

              

              RANDY
                MILBY

            
	 	
               

              VERBENA
                PHARMACEUTICALS INC.

               

              By: /s/
                Randy Milby

              
                

              

              Randy
                Milby, President

            


    


    
      
        
        

      

      
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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
      Verbena Pharmaceuticals Inc., a Delaware corporation having its offices at
      270
      Presidential Drive, Wilmington, DE 19807 (the “Borrower”), in
      favor
      of Randy Milby, at 270 Presidential Drive, Wilmington, DE 19807 (the “Lender”).


     

    FOR
      VALUE RECEIVED,
      the
      receipt and sufficiency of which are hereby acknowledged by the delivery of
      two
      million five hundred thousand (2,500,000) shares of common stock, par value
      $.0001 per share (the “Common Stock”) 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 Borrower has (i) completed a
      transaction (a “Shell Merger”) pursuant to which the Borrower 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 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 Redemption
      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,
      then, at anytime thereafter, unless all principal and interest outstanding
      on
      this Note shall have previously been paid, upon written notice from Lender
      to
      Borrower, upon written notice to the escrow agent under the Escrow Agreement,
      Borrower immediately shall reissue to Lender the two million five hundred
      thousand (2,500,000) shares (the “Milby Shares”) of Common Stock then held in
      escrow in exchange for the cancellation of this Note, and Borrower shall receive
      from the escrow agent and redeem, for a nominal purchase price equal to the
      par
      value thereof, two million five hundred thousand (2,500,000) shares of Common
      Stock owned by Genesis Holdings, Inc. 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.

    


    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.

     

    
      
        
        

      

      
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    If
      a
      Shell Merger and Market Approval have not been obtained within one year of
      the
      date of this Note, in addition to interest accruing at the Default Rate (as
      hereinafter defined), from and after the Maturity Date the Borrower shall issue,
      for no additional consideration, to Lender 2,500 shares of Common Stock (subject
      to adjustment to reflect forward and reverse stock splits, recapitalizations,
      reorganizations and the like) on the Maturity Date and an additional 2,500
      shares of Common Stock (adjusted as described above) on each one month
      anniversary of such Maturity Date until all outstanding principal and interest
      hereon shall have been paid in full. The failure to issue any of the shares
      of
      Common Stock described in this paragraph shall be deemed an Event of Default
      hereunder.

    


    Until
      this Note is paid in full, Borrower 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 Borrower
      shall not effect any forward or reverse stock split, recapitalization,
      reorganization or the like prior to completion of a Shell Merger without
      Lender’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 her 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:
       Randy
      Milby

     

     

       _______________________________________

       By:
      Randy
      Milby 

     

    


    Borrower:
       Verbena
      Pharmaceuticals Inc. 

     

     

       ________________________________________

       By:
      Randy
      Milby, President

    


    


    
      
        
        

      

      
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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.

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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    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. 

     

    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.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

    
 

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    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

    


    


    
      
        
        

      

      
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