EXHIBIT 4.2


                                      NOTE

$500,000.00                                                    November 23, 2004

         FOR VALUE RECEIVED,  the undersigned,  Highgate House, LLC, a Minnesota
limited  liability  company  ("Maker"),  promise  to pay to the  order of Incode
Corporation, a Delaware corporation (the "Company"), at its principal office, or
at such other  place as may be  designated  in  writing  by the  holders of this
Promissory Note ("Note"),  the principal sum of FIVE HUNDRED THOUSAND AND 00/100
DOLLARS  ($500,000.00)  (the  "Principal  Sum"),  which  Principal Sum shall not
accrue any interest, pursuant to the terms of this Note.

         This  Note is issued  pursuant  to and is  subject  to the terms of the
Convertible  Debenture  Purchase  Agreement (the "Purchase  Agreement")  between
Maker and the  Company  of even date  herewith.  All  defined  terms  herein not
otherwise  defined  herein  shall  have the  meanings  given  such  terms in the
Purchase  Agreement.  If the Company  merges with a subsidiary  of BIB Holdings,
Ltd.,  a  Nevada  corporation  ("BIBO"),  this  Note  shall be  payable  to BIBO
immediately and upon the completion of such merger,  all references to "Company"
herein  shall be deemed to refer to BIBO and all  references  to "Common  Stock"
shall be deemed to refer to the common stock of BIBO.

         Notwithstanding anything contained herein, in the Debentures, or in the
Purchase  Agreement to the contrary,  the Debenture B shall not accrue interest,
shall not be convertible and shall not be subject to repayment by the Company or
BIBO,  as the case may be, at its  maturity,  and this Note shall not be due and
payable and shall not be deemed  part of the  "Purchase  Price" for  purposes of
Section 4.25 of the Purchase Agreement, unless and until:

                  (i) upon the  effectiveness  of the increase in the authorized
                  common  stock  of  BIBO  from   300,000,000  to  2,000,000,000
                  enumerated on Schedule 14C pursuant to Section 14c-2(b) of the
                  Exchange Act;

                  (ii) upon execution of a security agreement  acceptable to the
                  Purchaser and Cornell Capital  Partners,  LP  ("Cornell"),  in
                  their sole  discretion,  pledging the common stock of Veridium
                  Corporation to the Purchaser and Cornell; and

                  (iii) the number of Escrow Shares for the aggregate  principal
                  amount of the Debentures then  outstanding,  Debenture B is at
                  least 150% of the number of shares of Common  Stock that would
                  be  needed  to  satisfy  full   conversion   of  all  of  such
                  unconverted Debentures,

                  provided,  however,  that if  subparagraphs  (i) and  (ii) are
                  satisfied and subparagraph (iIi) is not satisfied, the Company
                  or BIBO, as the case may be, shall increase in accordance with
                  and subject to the  provisions of Section 4.14 of the Purchase
                  Agreement  the  number of Escrow  Shares to cover  150% of the
                  number  of  shares of  Common  Stock  that  would be needed to
                  satisfy full conversion of all of such  Debentures;  provided,
                  further, that,  notwithstanding the foregoing, the Debenture B
                  shall not accrue interest,  shall not be convertible and shall
                  not be subject to  repayment  by the  Company or BIBO,  as the
                  case may be,  at its  maturity,  and this  Note  shall  not be
                  deemed part of the  "Purchase  Price" for  purposes of Section
                  4.25 of the Purchase Agreement,  unless and until this Note is
                  paid in full  by the  Maker  or its  successors  and  assigns,
                  provided,  further, that seventy five (75) days after the date
                  hereof all  references  to "150%" in this  paragraph  shall be
                  "500%";  provided,  further,  that if a reverse stock split or
                  forward stock split of the common stock of BIBO occurs, "150%"
                  or  "500%",  as the case may be,  in this  paragraph  shall be
                  "2,000%".

         If this Note has not been paid in full by the Maker to the  Company  or
BIBO, as the case may be, (whether or not it is otherwise then due or payable by
its terms) (i) any payments from the Company or BIBO, as the case may be, to the
Maker  pursuant  to Sections  4.19 and 4.31 of the  Purchase  Agreement  will be
offset  by the  principal  amount  of this  Note  and  (ii)  "Debentures"  shall
specifically  refer to Debenture A and  Debenture B in Sections 4.19 and 4.31 of
the Purchase Agreement.

<PAGE>

         Upon payment of this Note in full in cash or by wire  transfer of legal
tender in the United  States,  the Escrow Agent shall deliver the Debenture B to
Maker and the Fixed  Conversion  Price with respect to the  Debenture B shall be
125% of the Fixed Conversion Price (as defined in Debenture A). Upon the earlier
of payment of this Note or automatic  expiration of this Note, the Company shall
deliver this Note to Maker.  Upon automatic  expiration of this Note, the Escrow
Agent shall return to the Company the Debenture B.

         Notwithstanding  anything to the  contrary  contained  herein or in the
Purchase  Agreement  or the  other  Transaction  Documents,  this  Note  and all
payments due hereunder  shall  automatically  expire,  be of no further force or
effect and shall become null and void after two (2) years from the date hereof.

         If this Note  becomes  due or payable on a  Saturday,  Sunday or public
holiday  under the laws of the State of New York,  the due date hereof  shall be
extended to the next succeeding business day.

         This Note may not be modified orally, and shall be governed,  construed
and  interpreted  under  the  internal  laws of the  State of New  York  without
reference to principles of conflicts or choice of law.

         Any  action  to  enforce  the  terms  of  the  Note  shall  be  brought
exclusively in the state and/or federal courts  situated in the County and State
of New York.  Service of process  in any  action by the  Company to enforce  the
terms of the Note may be made by serving a copy of the summons and complaint, in
addition to any other relevant documents, by commercial overnight courier to the
Maker at its principal address set forth in the Purchase Agreement.

IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.

                                   Highgate House, LLC

                                   By:  HH Advisors, LLC, its managing member

                                   By:  Spencer Investment Group, Inc., its
                                        managing member

                                   By:
                                       --------------------------------
                                   Name:
                                   Title: President

ACCEPTED AND AGREED TO:

Incode Corporation


By:  /S/ Jim Grainer
     -----------------------
     Jim Grainer, President