SHARE EXCHANGE AGREEMENT

Asset Exchange Agreement

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BIOAUTHORIZE, INC | GENESIS HOLDINGS, INC | Members Only Financial, Inc

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Title: SHARE EXCHANGE AGREEMENT
Governing Law: Nevada Date: 2/22/2008

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SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of February 18, 2008, is made by and among GENESIS HOLDINGS, INC., a Nevada corporation (the "Acquiror Company"), BIOAUTHORIZE, INC., a Colorado corporation ("Bioauthorize"), and each of the persons listed on Exhibit A as a Bioauthorize Shareholder (collectively, the "Bioauthorize Shareholders," and individually a "Bioauthorize Shareholder").

BACKGROUND

The Bioauthorize Shareholders have agreed to transfer to the Acquiror Company, and the Acquiror Company has agreed to acquire from the Bioauthorize Shareholders, all of the issued and outstanding shares of Bioauthorize (the "Bioauthorize Shares"), in exchange for 20,000,000 shares of the Acquiror Company's Common Stock (the "Exchange Shares"), which Exchange Shares shall constitute 80% of the issued and outstanding shares of Acquiror Company's Common Stock immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as set forth herein.

ARTICLE I.

DEFINITIONS

Section 1.1 Unless the context otherwise requires, the terms defined in this Article 1 will have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

"Acquiror Company Balance Sheet" means the Acquiror Company's unaudited condensed consolidated balance sheet at September 30, 2007.

"Acquiror Company Board" means the Board of Directors of the Acquiror Company.

"Acquiror Company Common Stock" means the Acquiror Company's common stock, par value $0.001 per share.

"Acquiror Company Controlling Persons" means Jason Pratte and Larry Don Bankston.

"Acquiror Company Subsidiary" means Genesis Land, Inc., a Nevada corporation that is wholly owned by the Acquiror Company.

"Affiliate" means any Person that directly or indirectly controls, is controlled by or is under common control with the indicated Person.

"Agreement" means this Share Exchange Agreement, including all Schedules and Exhibits hereto, as this Share Exchange Agreement may be from time to time amended, modified or supplemented by agreement of the parties.

"Bioauthorize Board" means the Board of Directors of Bioauthorize.

"Bioauthorize Indemnifying Shareholders" means Yada Schneider, Gerald Van Wie and Neil Van Wie.

"Bioauthorize Shares" means the 115,856 issued and outstanding shares of common stock of Bioauthorize, and the 16,279 issued and outstanding shares of Class A preferred stock of Bioauthorize, all of which are held of record by the Bioauthorize Shareholders.

"Closing Date" has the meaning set forth in Article III.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Commission" means the United States Securities and Exchange Commission or any other federal agency then administering the Securities Act or any successor statute.

"Company Indemnified Party" has the meaning set forth in Section 11.2.

"Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

"Damages" means the actual losses, damages, liabilities, penalties, Taxes, interest and expenses (including reasonable attorneys' fees and disbursements and other out-of-pocket expenses and costs incurred in connection with mitigating the Loss and investigating, preparing, settling or defending any pending or threatened action, claim or proceeding (including those brought by third Persons)).

"Disclosure Schedule" means the several schedules referred to and identified herein, setting forth certain disclosures, exceptions and other information, data and documents referred to at various places throughout this Agreement.

"Environmental Laws" means any Law or other requirement relating to the environment, natural resources, or public or employee health and safety.

"Environmental Permit" means all licenses, permits, authorizations, approvals, franchises and rights required under any applicable Environmental Law or Order.

"Equity Security" means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended.

"Exchange" has the meaning set forth in Section 2.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same are in effect from time to time.

"Exchange Shares" means the shares of Acquiror Company Common Stock being issued to the Bioauthorize Shareholders pursuant hereto.

"Exhibits" means the several exhibits referred to and identified in this Agreement.

"GAAP" means, with respect to any Person, United States generally accepted accounting principles applied on a consistent basis with such Person's past practices.

"Governmental Authority" means any federal or national, state or provincial, municipal or local government governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body, in each case whether United States or non-United States with jurisdiction over any party hereto.

"Indebtedness" means any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.

"Intellectual Property" means all industrial and intellectual property, including, without limitation, all United States and non-United States patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

"Intellectual Property Assets" has the meaning set forth in Section 5.17 below.

"Laws" means, with respect to any Person, any United States or non-United States federal, national, state, provincial, local, municipal, international, multilateral or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

"Material Acquiror Company Contract" means any and all agreements, contracts, arrangements, leases, commitments or otherwise, of the Acquiror Company, of the type and nature that the Acquiror Company is required to file with the Commission.

"Material Adverse Effect" means, when used with respect to the Acquiror Company or Bioauthorize, as the case may be, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the Acquiror Company or Bioauthorize, as the case may be, in each case taken as a whole or (b) materially impair the ability of the Acquiror Company or Bioauthorize (or the Bioauthorize Shareholders), as the case may be, to perform its (or their) obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the Acquiror Company or Bioauthorize, as the case may be, operate.

"Order" means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Authority.

"Ordinary Course of Business" means an action taken by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if:

(a) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

(b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); and

(c) such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority); in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

"Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the articles or certificate of formation and operating agreement of a limited liability company; (e) any other document performing a similar function to the documents specified in clauses (a), (b), (c) and (d) adopted or filed in connection with the creation, formation or organization of a Person; and (f) any and all amendments to any of the foregoing.

"Permitted Liens" means (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant Person has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen's compensation laws or similar Laws, carriers, warehousemen, mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant Person has made adequate reserves; (c) statutory Liens incidental to the conduct of the business of the relevant Person which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; and (d) Liens that would not have a Material Adverse Effect.

"Person" means all natural persons, corporations, business trusts, associations, companies, general partnerships, limited partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivisions.

"Proceeding" means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.

"Related Person" means, with respect to a particular individual:

(a) each other member of such individual's Family;

(b) any Person that is directly or indirectly controlled by such individual or one or more members of such individual's Family;

(c) any Person in which such individual or members of such individual's Family hold (individually or in the aggregate) a Material Interest; and

(d) any Person with respect to which such individual or one or more members of such individual's Family serves as a director, officer, partner, executor, or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(a) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person;

(b) any Person that holds a Material Interest in such specified Person;

(c) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity);

(d) any Person in which such specified Person holds a Material Interest;

(e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

(f) any Related Person of any individual described in clause (b) or (c).

For purposes of this definition, (a) the "Family" of an individual includes (i) the individual, (ii) the individual's spouse and former spouses, (iii) any other natural person who is related to the individual or the individual's spouse within the second degree, and (iv) any other natural person who resides with such individual, and (b) "Material Interest" means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 5% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 5% of the outstanding equity securities or equity interests in a Person.

"Rule 144" means Rule 144 under the Securities Act, as the same may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.

“Schedule 14F Filing” means an information statement to be filed by the Acquiror Company on Schedule 14F under the Exchange Act following the Closing.

"SEC Documents" has the meaning set forth in Section 6.26.

"Section 4(2)" means Section 4(2) of the Securities Act, as the same may be amended from time to time, or any successor statute.

"Securities Act" means the Securities Act of 1933, as amended, or any similar or successor federal statute, and the rules and regulations of the Commission thereunder, all as the same will be in effect at the time.

"Subsidiary" means, with respect to any Person, any other Person of which such Person (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests, or (iii) the capital or profit interests of such Person; or (b) otherwise has the power to control such Person.

"Survival Period" has the meaning set forth in Section 11.1.

"Tax" or "Taxes" means all United States, other applicable federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing.

"Tax Group" means any United States and other applicable federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

"Tax Return" means any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Transaction Documents" means, collectively, all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement.

"United States" means the United States of America.

"United States Dollars" or "US $" or "$" means the currency of the United States of America.

ARTICLE II.

EXCHANGE OF BIOAUTHORIZE SHARES AND SHARE CONSIDERATION

Section 2.1 Share Exchange. At the Closing, each Bioauthorize Shareholder shall transfer to the Acquiror Company the number of Bioauthorize Shares set forth opposite each such Bioauthorize Shareholder's name on Exhibit A, and, in consideration therefor, the Acquiror Company shall issue to such Bioauthorize Shareholder the number of Exchange Shares set forth opposite each Bioauthorize Shareholder's name on Exhibit A (the "Exchange"), which issuance by the Acquiror Company shall be effected by delivery of stock certificates representing the Exchange Shares to the Bioauthorize Shareholders within seven (7) days following the Closing.

Section 2.2 Tax Withholding. The Acquiror Company shall be entitled to deduct and withhold from the Exchange Shares otherwise deliverable to the Bioauthorize Shareholders pursuant to this Agreement such amounts as the Acquiror Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Bioauthorize Shareholder in respect of which such deduction and withholding was made.

Section 2.3 Section 368 Reorganization. For United States federal income tax purposes, the Exchange is intended to constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

Section 2.4 Directors and Officers of the Acquiror Company at the Closing Date. Effective as of the Closing Date, one director of the Acquiror Company shall resign and the remaining two directors of the Acquiror Company shall appoint Yada Schneider as a member of the Acquiror Company Board. Also effective as of the Closing Date, the directors of the Acquiror Company shall appoint the following officers of the Acquiror Company - Yada Schneider, President and CEO, G. Neil Van Wie, Vice President and CFO, and Gerald B. Van Wie, Vice President and COO, and all current officers of the Acquiror Company shall resign.

ARTICLE III.

CLOSING DATE

The closing of the Exchange will occur on February 18, 2008 or at such later or earlier date as all of the closing conditions set forth in Articles VIII and IX have been satisfied or waived and as the parties have unanimously agreed (the "Closing Date").

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE BIOAUTHORIZE

SHAREHOLDERS

Each Bioauthorize Shareholder, severally and not jointly, hereby represents and warrants to the Acquiror Company that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the Disclosure Schedule accompanying this Agreement and initialed by the parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article IV.

Section 4.1 Authority. Such Bioauthorize Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Bioauthorize Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Bioauthorize Shareholder is a party, and to perform such Bioauthorize Shareholder's obligations under this Agreement and each of the Transaction Documents to which such Bioauthorize Shareholder is a party. This Agreement has been, and each of the Transaction Documents to which such Bioauthorize Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by such Bioauthorize Shareholder. Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than such Bioauthorize Shareholder, this Agreement is, and each of the Transaction Documents to which such Bioauthorize Shareholder is a party have been, duly authorized, executed and delivered by such Bioauthorize Shareholder and constitutes the legal, valid and binding obligation of such Bioauthorize Shareholder, enforceable against such Bioauthorize Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

Section 4.2 No Conflict. Neither the execution or delivery by such Bioauthorize Shareholder of this Agreement or any Transaction Document to which such Bioauthorize Shareholder is a party, nor the consummation or performance by such Bioauthorize Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which such Bioauthorize Shareholder is a party or by which the properties or assets of such Bioauthorize Shareholder are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which such Bioauthorize Shareholder, or any of the properties or assets of such Bioauthorize Shareholder, may be subject.

Section 4.3 Ownership of Bioauthorize Shares. Such Bioauthorize Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, such Bioauthorize Shareholder's Bioauthorize Shares free and clear of any and all Liens. There are no options, rights, voting trusts, shareholder agreements or any other contracts or understandings to which such Bioauthorize Shareholder is a party or by which such Bioauthorize Shareholder or such Bioauthorize Shareholder's Bioauthorize Shares are bound with respect to the issuance, sale, transfer, voting or registration of such Bioauthorize Shareholder's Bioauthorize Shares except for that certain Shareholder Agreement dated May 10, 2007 and subsequently amended (the “Shareholder Agreement”) to which the BioAuthorize Shareholders Yada Schneider, Gerald B. Van Wie, G. Neil Van Wie and MOFI are each a party. To the extent that the provisions of the Shareholder Agreement apply to the transfer of the BioAuthorize Shares held by the BioAuthorize Shareholders Yada Schneider, Gerald B. Van Wie, G. Neil Van Wie and Members Only Financial, Inc., an Arizona corporation (collectively, the “Consenting Shareholders”), in the Exchange, the Consenting Shareholders hereby waive application of the Shareholder Agreement to the Exchange and consent to the transfer of the BioAuthorize Shares by each of the Consenting Shareholders. At the Closing Date, the Acquiror Company will acquire good, valid and marketable title to such Bioauthorize Shareholder's Bioauthorize Shares free and clear of any and all Liens.

Section 4.4 Litigation. There is no pending Proceeding against such Bioauthorize Shareholder that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge of such Bioauthorize Shareholder, no such Proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.

Section 4.5 No Brokers or Finders. Except as disclosed in Schedule 4.5, no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Bioauthorize Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity.

Section 4.6 Investment Representations.

(a) Unregistered Shares. Each Bioauthorize Shareholder understands and agrees that the Exchange Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the United States or any foreign country and that the issuance of the Exchange Shares is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.

(b) Stock Legends. Each Bioauthorize Shareholder hereby agrees with the Acquiror Company to the inclusion, as applicable of the following legends, or legends substantially similar, on the certificates for the Exchange Shares and any other legend required under any applicable Law, including, without limitation, any United States state corporate and state securities law, or contract:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

(c) Opinion. No Bioauthorize Shareholder will transfer any or all of the Exchange Shares absent an effective registration statement under the Securities Act and applicable state securities laws covering the disposition of such Bioauthorize Shareholder's Exchange Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable United States state securities laws.

(d) Consent. Each Bioauthorize Shareholder understands and acknowledges that the Acquiror Company may refuse to transfer the Exchange Shares, unless such Bioauthorize Shareholder complies with this Section 4.6. Each Bioauthorize Shareholder consents to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Acquiror Company's Common Stock in order to implement the restrictions on transfer of the Exchange Shares.

(e) Accredited Investors. Each Bioauthorize Shareholder is, or together with such Bioauthorize Shareholder's Purchaser Representative, as such term is defined in Rule 501(h) of Regulation D under the Securities Act, is, an "accredited investor" within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act.

(f) Information. Each Bioauthorize Shareholder has received all information it has requested from Acquiror Company that it considers necessary or appropriate for deciding whether to acquire the Acquiror Company Common Stock, including, but not limited to, information meeting the requirements of Rule 502(b) of Regulation D under the Securities Act. Each Bioauthorize Shareholder has had an opportunity to ask questions and receive answers from Acquiror Company regarding the terms of the Acquiror Company Common Stock and to obtain any additional information necessary to verify the accuracy of the information given to him or her.

(g) Experience. Each Bioauthorize Shareholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risk of an investment in the Acquiror Company Common Stock and is able to bear the economic risk of such investment.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BIOAUTHORIZE AND THE
BIOAUTHORIZE INDEMNIFYING SHAREHOLDERS

Bioauthorize and the Bioauthorize Indemnifying Shareholders, jointly and severally, represent and warrant to the Acquiror Company and the Acquiror Company Controlling Persons that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article V.

Section 5.1 Organization and Qualification. Bioauthorize is duly organized and validly existing under the laws of the state of Colorado, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be so organized, existing and, if applicable, in good standing or to have such authority or power will not, in the aggregate, either (i) have a Material Adverse Effect on Bioauthorize or (ii) materially impair the ability of the Bioauthorize Shareholders each to perform their material obligations under this Agreement. Bioauthorize is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification, licensing or domestication necessary, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect. Set forth on Schedule 5.1 is a list of those jurisdictions in which Bioauthorize presently conducts its business or owns, holds and operates its properties and assets.

Section 5.2 Subsidiaries. Bioauthorize does not own directly or indirectly, any equity or other ownership interest in any Person.

Section 5.3 Articles of Incorporation and Bylaws. True, correct and complete copies of the Organizational Documents of Bioauthorize have been delivered to the Acquiror Company prior to the execution of this Agreement, and no action has been taken to amend or repeal such Organizational Documents. Bioauthorize is not in violation or breach of any of the provisions of its Organizational Documents, except for such violations or breaches as would not have a Material Adverse Effect.

Section 5.4 Authorization and Validity of this Agreement and the Transaction Documents. The recording of the transfer of the Bioauthorize Shares and the delivery of new certificates representing the Bioauthorize Shares registered in the name of Acquiror Company are within Bioauthorize's corporate powers, have been duly authorized by all necessary corporate action, do not require from the Bioauthorize Board or Bioauthorize Shareholders any consent or approval that has not been validly and lawfully obtained, and require no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority, as the case may be, except for those that, if not obtained or made would not have a Material Adverse Effect.

Section 5.5 No Violations. None of the execution, delivery or performance by Bioauthorize of this Agreement or any Transaction Document to which Bioauthorize is a party, nor the consummation by Bioauthorize of the transactions contemplated hereby violates any provision of its Organizational Documents, or violates or conflicts with, or constitutes a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or results in the termination or acceleration of, or results in the creation of imposition of any Lien under, any agreement or instrument to which Bioauthorize is a party or by which Bioauthorize is or will be bound or subject, or violates any Laws.

Section 5.6 Binding Obligations. Assuming this Agreement has been duly and validly authorized, executed and delivered by the Acquiror Company and the Bioauthorize Shareholders, this Agreement is and all agreements or instruments contemplated hereby to which Bioauthorize is a party, will be, duly authorized, executed and delivered by Bioauthorize and are the legal, valid and binding Agreement of Bioauthorize and are enforceable against Bioauthorize in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.