SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement" ) is made and entered into as of the 3rd day of September, 2008 (the “Effective Date” ) by and among BioAuthorize Holdings, Inc. formerly known as Genesis Holdings, Inc., a Nevada corporation ( “Company” ), and Launch Pad Research and Marketing Company, an Arizona corporation ( “Launch” ).

A.   Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act” ), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Launch, and Launch desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual representations, warranties, covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Launch (each a “Party” and collectively, the "Parties" ) hereby agree as follows:

1.1   Purchase and Sale.  

(a)   On the terms and subject to the conditions of this Agreement, at the Closing referred to in Section 2.1 hereof, Company shall sell, convey, assign, transfer and deliver to Launch, and Launch shall purchase, acquire and accept delivery of Four Million (4,000,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $.001 per share, of the Company free and clear of all liens and encumbrances imposed by Company other than restrictions on transfer as set forth in this Agreement (the “Shares” ).

(b)To effect the transfer contemplated by Section 1.1(a) , at the Closing, the Company shall deliver or cause to be delivered to Launch, against the payment therefore in accordance with Section 1.2 hereof, a stock certificate(s) for 4,000,000 shares of Common Stock of the Company (each a “Certificate” ) representing the Shares.

1.2   Purchase Price and Security.  

(a) As payment for the Shares being acquired by Launch hereunder, Launch shall pay to Company $0.02 per share of common stock for a total sum of Eighty Thousand Dollars ($80,000.00) (the “Purchase Price” ) which shall be payable in cash or certified funds at the Closing.

2.1   Closing. The closing of the purchase and sale of the Shares pursuant to this Agreement (the " Closing" ) shall be on September 3, 2008 at 12:00 p.m. (the "Closing Date" ) and shall occur at the offices of the Company, 15849 N. 71 ^st Street, Suite 226, Scottsdale, AZ 85254, or at such other time and place as shall be mutually agreed to by the Parties.

At the Closing:

(a)   Company shall deliver the Certificates representing the Shares to Launch with instructions directing the transfer agent to register the Shares to Launch on the books of the Company and a certificate executed by Company to the effect that the conditions set forth in Section 6.2 have been satisfied;   

(b)   Launch shall deliver to Company that same day immediately available funds or a cashier's or certified check for $80,000.00; and

(c)   A certificate executed by Launch to the effect that the conditions set forth in Section 6.1 have been satisfied.

(d)   The delivery of certificates of good standing by the Company and Launch dated within five (5) days of the Closing.

2.2  Termination in Absence of Closing.

(a) Subject to the provisions of Section 6, if by the close of business on September 5, 2008, the Closing has not occurred, then any Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties hereto, without liability of or to any party to this Agreement or any representative of such Party unless the reason for Closing having not occurred is (i) such Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s obligations set forth in Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.1, the failure of such Party to perform its obligations under Section 2 on such date; provided, however , that the provisions of Sections 7.1 through 7.5 and Section 8.1 shall survive any such termination; and provided further, however , that any termination pursuant to this Section 2.2 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s obligations set forth in Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.1, the failure of such Party to perform its obligations under this Section 2 on such date.

(b)   This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Launch if:

1.    any representation or warranty made herein for the benefit of Launch, or any certificate, schedule or document furnished to Launch pursuant to this Agreement is untrue in any material respect; or

2.    The Company shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

(c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Company if:

1.   any representation or warranty made herein for the benefit of Company, or any certificate, schedule or document furnished to Company pursuant to this Agreement is untrue in any material respect; or

2.    Launch shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

2.3   Due Diligence, Delivery of Information, Inspection . During the period of time prior to the Closing of this Agreement (the "Pre-Closing Period" ), Company shall make available to Launch for review and inspection the Company’s business, its assets and all materials, documentation and other information relating to the Company’s business, its assets and all other transactions contemplated by this Agreement (the “Due Diligence” ).

(a)   For many months and weeks prior to the Effective Date (the “Due Diligence Period” ), Launch was given the opportunity to investigate, make its own independent evaluation of the Company’s business, financial condition and the risks associated with purchasing the Shares, and any and all other matters which Launch determined to be relevant to its decision to purchase the Shares (the “Investigation” ). From the Investigation, Launch did not find any item for which it disapproved or which in any way deterred Launch’s desire to close the purchase of the Shares, or if it did so find any item of disapproval or deterrence, such item was corrected by the Company to Launch’s satisfaction prior to the Closing. Launch acknowledges that the Investigation was completed to its satisfaction.

Company hereby represents and warrants to Launch that:

3.1   Corporate Existence and Qualification . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; Company has the corporate power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

3.2   Authority, Approval and Enforceability . Company has all right, title and interest in and to the Shares and has the authority to sell, convey, assign, transfer and deliver to Launch the Shares free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever. This Agreement has been duly executed and delivered by Company and Company, respectively, and Company and Company each have all requisite power and legal capacity to execute and deliver this Agreement and all collateral agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the collateral agreements, and to perform their respective obligations hereunder and under the collateral agreements. This Agreement and each collateral agreement to which Company and Company are a party constitute, or upon execution and delivery will constitute, the legal, valid and binding obligation of such Party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.3 Capitalization and Corporate Records .

(a) Company’s authorized capital stock consists of 100,000,000 shares of Common Stock, par value $.001 per share, and 1,000,000 shares of Preferred Stock, par value $.001 per share, to be issued in series or classes as the Board of Directors shall determine, of which 23,725,000 shares of Common Stock are issued and outstanding. All of the outstanding shares of Company are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any person to acquire securities of Company, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws” ). There are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of capital stock of Company. Upon delivery to Launch at the Closing of Certificates representing the Shares, good and valid title to the Shares will pass to Launch, free and clear of all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever, other than those arising from acts of Launch.

(b)   The copies of the Articles of Incorporation and Bylaws of Company and the Report on Form 10-KSB for the year ended 12/31/07 and the Reports on Form 10-Q for the quarterly periods ending 3/31/08 and 6/30/08 provided to Launch al are true, accurate, and complete and reflect all amendments, where applicable, made through the date of this Agreement. Company’s stock and minute books made available to Launch for review were correct and complete as of the date of such review, no further entries have been made through the date of this Agreement, and such minute books contain an accurate record of all required stockholder and required corporate actions of the stockholders and directors (and any committees thereof) of Company taken by written consent or at a meeting. All corporate actions taken by Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Company fairly and accurately reflect all of Company’s transactions, properties, assets and liabilities.

3.4   No Company Defaults or Consents . The execution and delivery of this Agreement by Company and the performance by Company of its obligations hereunder will not violate any provision of law or any judgment, award or decree or any indenture, agreement or other instrument to which Company is a party, or by which the properties or assets of Company are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated hereby.

Launch hereby represents and warrants to Company that:

4.1 Corporate Existence and Qualification; Authority, Approval and Enforceability . Launch is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona; Launch has the corporate power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted. This Agreement has been duly executed and delivered by Launch, and Launch has all requisite legal capacity to execute and deliver this Agreement and all collateral agreements executed and delivered or to be executed and delivered by Launch in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement to which Launch is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Launch, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

4.2 No Default or Consents . Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:

(a)  violate any legal requirements applicable to Launch;

(b) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract or permit applicable to Launch;

(c) result in the creation of any lien, charge or other encumbrance on any property of Launch; or

(d) require Launch to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any governmental authority.

4.3   No Proceedings . No suit, action or other proceeding is pending or, to Launch’s knowledge, threatened before any governmental authority seeking to restrain Launch or prohibit its entry into this Agreement or prohibit the Closing, or seeking damages against Launch or its properties as a result of the consummation of this Agreement.

4.4 Investment Representations .

(a) Investment Intent. As a condition to the Company issuing the Shares to Launch, Launch represents and warrants as follows:

(i) Respecting the Company, its business, plans and financial condition, and any other matters relating to issuance of the Shares: Launch has received all materials which have been requested by Launch including copies of the most recent report filed by the Company with the Securities and Exchange Commission on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008 and Form 10-KSB for the year ending December 31, 2007; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered all inquiries that Launch or Launch's representatives have put to it. The Company undertakes no obligation to update, review or revise any forward-looking statements to reflect any change in the Company's expectations or any change in events, conditions, circumstances or assumptions on which any such statements are based. Launch has had access to all additional information necessary to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder.