0001144204-08-011307 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 22nd, 2008 • Genesis Holdings, Inc. • Land subdividers & developers (no cemeteries) • Nevada

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").

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 22nd, 2008 • Genesis Holdings, Inc. • Land subdividers & developers (no cemeteries)

THIS SHARE EXCHANGE AGREEMENT, dated as of the 18th day of February, 2008 (the “Agreement”), is made by and among Genesis Holdings, Inc., a Nevada corporation (the “Company”); Genesis Land, Inc., a Nevada corporation (“Genesis Land”); and the Bankston Third Family Limited Partnership, a Texas limited partnership (the “Shareholder”). The Company, Genesis Land and the Shareholder are collectively referred to herein as the “Parties”.

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