Unassociated Document


     

    Exhibit
      4.2

    


    PROMISSORY
      NOTE

    


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

    Date:
      November 14, 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;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    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. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 14th
      day of
      November 2007: 

     

     

    Lender:
       Verbena
      Pharmaceuticals Inc. 

     

     

       
      /s/
      Randy Milby 

    
      

    

    
    

       By:
      Randy
      Milby, President

     

    


    Borrower:
       Genesis
      Holdings, Inc.

     

     

       
      /s/
      Pamela Morse

    
      

    

    
    

       By:
      Pamela Morse, Acting Chief Executive Officer

    


    


    
      
        
        

      

      
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