8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 15, 2006

BARNABUS ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

NEVADA	000-50450	98-0370750
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

514 Via De La Valle Suite 200 Solana Beach, CA	92075
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (858)-794-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities

Item 5.02 Departure of Director and Principal Officer; Election of Director; Appointment of Principal Officer

Resignation and Appointment of Director

Barnabus Energy, Inc. (the "Company") announced that effective as of March 15, 2006, Tedman M. Williams resigned as a director of the Company and Vera Pardee was appointed to fill the vacancy created by Mr. William's resignation. Ms. Pardee was also appointed as head of the Corporate Governance Committee. Mr. Williams has indicated that his resignation is not due to any disagreement with the Company or the Company's Board of Directors on any matter relating to the Company's operations, policies or practices.

In the last two years, there have been no transactions, or series of transactions between Ms. Pardee, any member of her immediate family, or any companies Ms. Pardee may be affiliated with, and the Company in which the amount involved exceeded $60,000 and in which Ms. Pardee, her immediate family, or any affiliated companies has, or will have, a direct or indirect material interest.

Additional Financing

On March 17, 2006 the Company completed the last tranche of its private placement which was first reported by Form 8-K filed on February 14, 2006 as it pertained to the initial investment by Coach Capital LLC. The Company accepted total investments by investors in the aggregate amount of $5,250,000 all of which were on substantially the same terms as those detailed in the 8-K filed on February 14, 2006, which is hereby incorporated by reference. In addition to Coach Capital LLC, Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG, Nadelson Internacional S.A. and Eversource Group Limited were investors in the offering. The investment documents specific to these additional purchases are attached hereto as exhibits 10.1 through 10.12.

These securities were issued without registration with the Securities and Exchange Commission, pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 and Regulation S promulgated thereunder. The Company determined that this exemption was available because of the nature of the purchasers. In making this determination, the Company relied upon representations made by the purchasers.

Amendment of Employment Agreement

On March 15, 2006, the Company amended the employment agreement, with Cheryl J. Bostater, the Company's Chief Financial Officer. The amendment converted the equity compensation to Ms. Bostater from a grant of options to a grant of stock. A copy of the amendment is attached hereto as Exhibit 10.13.

-2-

Issuance of Restricted Stock

As director compensation, on March 15, 2006, the Company issued 40,000 shares of restricted stock to each of its directors, namely David Saltman, Norman Dodd, Derek May, Ron Gangemi, Andrew Leitch, E. Douglas Ward and Vera Pardee with the exception of Tedman Williams, who received 60,000 shares. The Company also issued to Songul Atacan as compensation 10,000 shares of restricted stock. These securities were issued without registration with the Securities and Exchange Commission, pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Company determined that this exemption was available because of the nature of the purchasers. In making this determination, the Company relied upon representations made by the purchasers.

Additionally on March 15, 2006, the Company issued 60,000 unrestricted shares to David Saltman and 30,000 unrestricted shares to Cheryl J. Bostater pursuant to the Company's 2004 Consultant Compensation Plan for previous consulting services provided to the Company by Mr. Saltman and Ms. Bostater. These shares were issued pursuant to an effective registration statement on Form S-8.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Investment Agreement
10.2	0% Subordinated Mandatory Convertible Debenture
10.3	Common Stock Purchase Warrant
10.4	Registration Rights Agreement
10.5	Investment Agreement
10.6	0% Subordinated Mandatory Convertible Debenture
10.7	Common Stock Purchase Warrant
10.8	Registration Rights Agreement
10.9	Investment Agreement
10.10	0% Subordinated Mandatory Convertible Debenture
10.11	Common Stock Purchase Warrant
10.12	Registration Rights Agreement
10.13	Amendment No. 1 to Employement Agreement

-3-

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BARNABUS ENERGY, INC.
Date: March 20, 2006	By:	/s/David Saltman
		Name: David Saltman Title: Chief Executive Officer

-4-

Exhibit Index

Exhibit No.	Description
10.1	Investment Agreement
10.2	0% Subordinated Mandatory Convertible Debenture
10.3	Common Stock Purchase Warrant
10.4	Registration Rights Agreement
10.5	Investment Agreement
10.6	0% Subordinated Mandatory Convertible Debenture
10.7	Common Stock Purchase Warrant
10.8	Registration Rights Agreement
10.9	Investment Agreement
10.10	0% Subordinated Mandatory Convertible Debenture
10.11	Common Stock Purchase Warrant
10.12	Registration Rights Agreement
10.13	Amendment No. 1 to Employement Agreement

-5-

EX-10.1

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of March 17, 2006, is made by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the purchasers listed on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Company desires to issue and sell the Purchased Securities to the Purchasers; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchasers wish to acquire the Purchased Securities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Agreement the following terms have the meanings set forth in this Article I.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law or executive order to close.

“Charter” means the articles or certificate of incorporation or formation, statute, constitution, joint venture or partnership agreement, limited liability company agreement or articles or other organizational document of any Person other than an individual, each as from time to time amended or modified.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be converted or reclassified.

“Company” has the meaning specified in the introduction to this Agreement.

“Debentures” means an aggregate of $5 million in principal amount of 0% 30-month subordinated debentures in substantially the form set forth on Exhibit A-I issued to the respective Purchasers in the respective principal amounts set forth opposite each such Purchaser's name on the signature page hereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity and any government, governmental department or agency or political subdivision thereof.

“Purchased Securities” means the Debentures and the Warrants.

“Purchaser” and “Purchasers” has the meaning specified in introduction to this Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement of even date herewith by and between the Company and the Purchasers, substantially in the form set forth on Exhibit A-III.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Warrants” means warrants to purchase shares of Common Stock in substantially the form set forth on Exhibit A-II issued to the respective Purchasers in the respective l amounts set forth opposite each such Purchaser's name on the signature page hereto.

ARTICLE II

SALE AND PURCHASE OF PURCHASED SECURITIES

SECTION 2.1. Investment Transactions.

(a) Sale and Purchase of the Purchased Securities. For value received, and on the terms and subject to all of the conditions set forth herein, at the Closing, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase, the Purchased Securities in exchange for a payment to the Company at the Closing of FIVE MILLION DOLLARS ($5,000,000.00), less fees payable under Section 2.3.

(b) Deliveries. At the Closing, the Company shall deliver to the Purchasers the following:

(i)the Debentures, duly executed by the Company; and

(ii)the Warrants duly executed by the Company;

and the Purchasers shall deliver to the Company the aggregate sum of FIVE MILLION DOLLARS ($5,000,000.00) less fees payable under Section 2.3 by wire transfer in immediately available funds to an account designated by the Company to the Purchasers.

SECTION 2.2. Closing. The closing of the purchase and sale of Purchased Securities (the “Closing”) hereunder shall take place remotely by means of mail, facsimile and electronic mail (with originally executed documents to be exchanged immediately thereafter). The Closing shall be held on February 8, 2006 or on such other date as may be agreed to by the Purchasers and the Company (the “Closing Date”). At the Closing, (i) the Company shall issue, sell and deliver to each Purchaser the Purchased Securities to be issued to such Purchaser at such Closing by executing one or more Debentures and Warrants that in the aggregate represent such Purchased Securities, a copy of this Agreement and of the Registration Rights Agreement, sending a copy of the executed signature page of a copy of such Purchased Securities, this Agreement and the Registration Rights Agreement to each such Purchaser by facsimile at the number provided by such Purchaser for such purpose and placing executed copies of such executed Purchased Securities, this Agreement and the Registration Rights Agreement in the hands of a reputable private delivery service for delivery to such Purchaser, and (ii) each such Purchaser shall pay the aggregate purchase price therefor by instructing counsel to wire transfer immediately available funds to an account designated in writing by the Company, shall execute the signature page to this Agreement and the Registration Rights Agreement and send the same by facsimile to the Company at (858) 794-8811 in the United States of America and shall place such executed signature pages in the hands of a reputable private delivery service for delivery to the Company.

-2-

SECTION 2.3. Attorneys Fees. The Purchasers and the Company acknowledge that the Purchasers' counsel will deduct, prior to forwarding the $5,000,000 to the Company pursuant to Section 2.1(b), outstanding fees to a maximum of $25,000.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Purchasers to enter into this Agreement and to induce the Purchasers to purchase the Purchased Securities, the Company hereby represents and warrants, as of the date hereof and as each Closing Date, that:

SECTION 3.1. Organization and Good Standing. The Company is duly organized, validly existing and in good standing in its jurisdiction of organization and is duly qualified and authorized to do business in all other jurisdictions in which the nature of its business or property makes such qualification necessary. The Company has the power to own its properties and to carry on its business as now conducted and as proposed to be conducted.

SECTION 3.2. Authorization. The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder: (a) are within the Company’s power and authority; (b) have been duly authorized by all necessary corporate and other proceedings; (c) has been duly executed and delivered by an authorized officer of the Company; and (d) do not and will not result in the creation of any lien upon any of the Company’s property or conflict with or result in any breach of any provision of the Company’s Charter, or any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which the Company is subject.

SECTION 3.3. Enforceability. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder, will result in legally binding obligations of the Company, enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement and/or in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

-3-

SECTION 3.4. SEC Reports. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the year preceding the date hereof (the foregoing reports, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the U.S. Securities Exchange Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS OF THE PURCHASERS

SECTION 4.1. Investment Intent. Each Purchaser hereby represents, warrants and covenants to the Company that such Purchaser will acquire the Purchased Securities to be purchased by the Purchaser hereunder (and the securities received upon exercise or conversion thereof) for investment only for the Purchaser’s own account, not as a nominee or agent and not with a view to the sale or distribution of any part thereof. The Purchaser hereby agrees that it will not transfer the Purchased Securities or any securities received upon conversion or exercise thereof in a manner that will violate the Securities Act.

SECTION 4.2. Authorization. Each Purchaser hereby represents and warrants to the Company that each of this Agreement and the Registration Rights Agreement has been executed by a duly authorized Person on its behalf; and its execution, delivery and performance hereof have been duly authorized by all appropriate action and do not and will not conflict with or result in any breach of any provision of any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which it is subject.

SECTION 4.3. Enforceability. Each Purchaser hereby represents and warrants that the execution and delivery by it of this Agreement and the Registration Rights Agreement will result in legally binding obligations of it enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

SECTION 4.4. Exemption. Each Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion of the Purchased Securities are not registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to section 4(2) thereof and Regulation S thereunder, and that the Company’s reliance on such exemptions is predicated on the Purchaser’s representations set forth herein.

-4-

SECTION 4.5. Experience. Each Purchaser represents that it has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, is familiar with the risks associated with the business and operations of the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in the Purchased Securities. The Purchaser represents that it has had, during the course of the transaction and prior to the purchase of the Purchased Securities, the opportunity to request information from and ask questions of the Company and its officers, employees and agents, concerning the Company, its assets, business and operations and to receive information and answers to such requests and questions.

SECTION 4.6. Restricted Securities. The Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion thereof are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Purchased Securities and any securities received upon exercise or conversion thereof may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Purchased Securities and any securities received upon exercise or conversion thereof must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. The Purchaser acknowledges that each certificate representing the Purchased Securities or any securities issuable upon exercise or conversion thereof shall bear a legend substantially in the following form:

“THE SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Purchased Securities, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Securities Act or (ii) the Company shall have received an opinion of counsel or other evidence reasonably acceptable to the Company to the effect that any transfer of the Purchased Securities represented by such certificates or the securities issued upon conversion or exercise thereof will not violate the Securities Act and applicable state securities laws.

-5-

SECTION 4.7. Further Limitations on Disposition. Without in any way limiting the representations set forth above, Purchaser will not to make any disposition of all or any portion of the Purchaser’s Purchased Securities and any securities received upon exercise or conversion thereof unless and until one of the following conditions have been satisfied:

(i)There is then in effect a Registration Statement under the Securities Act covering the shares intended to be disposed of, and such disposition is made in accordance with such Registration Statement; or

(ii)The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company to the effect that such disposition will not require registration under the Securities Act, or the Purchaser shall have otherwise sold such shares pursuant to Rule 144 under the Securities Act.

SECTION 4.8. Accredited Investor. Each Purchaser hereby represents and warrants that:

(i) such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or

(ii) (A) such Purchaser (if a natural person) is NOT a resident of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA") and is NOT purchasing or considering purchasing the Securities for the account or benefit of a resident of the USA, or (B) such Purchaser (if not a natural person) is NOT organized or incorporated under the laws of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA"), and is NOT organized by a natural person resident in the USA, or by a partnership or corporation organized under the laws of the USA, or by any estate governed under USA law of which any executor or administrator is a resident or organized under the laws of the USA, or by any trust of which any trustee is a resident or organized under the laws of the USA.

SECTION 4.9. Brokers or Finders. The Purchaser hereby represents that it has not taken any action that would result in the Company incurring any liability for brokerage or finders’ fees or agents’ commissions for any similar charges in connection with the transactions contemplated by this Agreement.

SECTION 4.10. Purchase for Own Account. The Purchased Securities acquired by each Purchaser, and any securities acquired upon exercise or conversion of the same, will be acquired by such Purchaser for such Purchaser's own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

ARTICLE V

CONDITIONS TO THE PURCHASER’S OBLIGATIONS TO PURCHASE THE INITIAL OR REQUESTED SHARES

-6-

The Purchaser’s obligation to purchase Purchased Securities pursuant to Section 2.1 of this Agreement is subject to compliance by the Company with its agreements and representations herein contained, and to the satisfaction, on or prior to the applicable Closing Date, of the following conditions (except to the extent any such conditions may be waived in writing by a particular Purchaser):

SECTION 5.1. Representations and Warranties. The Company’s representations and warranties contained in Article III hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date and the Company shall have performed and complied with all conditions and agreements required to be performed or complied with by each of them prior to the Closing.

SECTION 5.2. Legality; Governmental and Other Authorizations. The purchase of the Purchased Securities to be acquired on such Closing Date by the Purchasers shall not be prohibited by any law or governmental order or regulation, and shall not subject the Purchasers to any penalty, special tax or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VI

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The Company’s obligation to sell and issue the Purchased Securities pursuant to this Agreement is subject to compliance by the Purchaser with the agreements herein contained, and to the satisfaction on or prior to the applicable Closing Date, of the following conditions:

SECTION 6.1. Representations. The representations made by the Purchasers in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 6.2. Legality; Governmental and Other Authorizations. The issuance and sale of the Purchased Securities by the Company at such Closing shall not be prohibited by any law or governmental order or regulation, and shall not subject the Company to any penalty, special tax, or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section), commercial (including FedEx) or U.S. Postal Service overnight delivery service, or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

-7-

If to the Company, addressed to:

David Saltman

President and CEO

Barnabus Energy, Inc.

514 Via De La Valle

Suite 200

Solana Beach, CA 92075

Fax:(858) 794-8811

with a copy to:

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, NY 10022

Attention:  D. Roger Glenn

Fax:(212) 308-4844

If to Purchasers at the addresses set forth on the signature page hereto.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial carrier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any notice hereunder.

SECTION 7.2. Amendments and Waivers, Joinder. Except as otherwise expressly provided herein, any term of this Agreement may be amended only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company and each holder of any Purchased Securities sold pursuant to this Agreement.

SECTION 7.3. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

-8-

SECTION 7.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

SECTION 7.5. Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous discussions, agreements and understandings related to said subject matter.

SECTION 7.6. Survival of Representations and Warranties, etc. All representations and warranties contained herein shall survive until 12 months from the date hereof.

SECTION 7.7. Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by the holder or holders at the time of any of the Purchased Securities.

SECTION 7.8. Governing Law. This Agreement shall be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions thereunder.

SECTION 7.9. Fees and Expenses of Counsel. At the Closing, the Company shall pay up to $25,000 of bona fide expenses, including legal fees, incurred by the Purchasers upon delivery by the Purchasers to the Company of appropriate and customary documentation thereof.

[remainder of page intentionally left blank]

-9-

IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned who hereby agrees to be bound by the terms and provisions set forth in the Agreement.

BARNABUS ENERGY, INC.
By:
	Name: David Saltman Title: President and CEO

PURCHASERS
	Name:       Eversource Group Limited
	Address:    Suite 906, Ocean Centre, Harbour City, 5, Canton Road, TST, Kowloon, Hong Kong
	Fax number: Amount of investment: $1,500,000 Number of Warrants: 672,646

 

EXHIBIT A-I

Form of Debenture

EXHIBIT A-II

Form of Warrant

EXHIBIT A-III

Form of Registration Rights Agreement

EX-10.2

THIS DEBENTURE AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS DEBENTURE NOR SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

0% SUBORDINATED MANDATORY CONVERTIBLE DEBENTURE

US$1,500,000 March 17, 2006

FOR VALUE RECEIVED, BARNABUS ENERGY, INC., a Nevada corporation (the “Company” or the “Corporation”), hereby unconditionally promises to pay to the order of Eversource Group Limited or assigns (the “Registered Holder”), at such address or at such other place as may be designated in writing by the Registered Holder, the aggregate principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), without interest (this “Debenture”). Subject to the other provisions of this Debenture, the principal of this Debenture shall mature and become due and payable in full on July 31, 2008 (the “Maturity Date”). All payments of principal by the Company under this Debenture shall be made in United States dollars to an account specified by the Registered Holder to the Company in writing prior to the Maturity Date. This Debenture is being issued pursuant to the Investment Agreement of even date herewith between the Company, the initial Registered Holder and the other purchasers named on the signature page thereto(the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

1.CONVERSION.

(a)By the Registered Holder. This Debenture may be converted by the Registered Holder on or before the Maturity Date, in whole or in part, into that number of shares of Common Stock equal to the principal amount of this Debenture (or the portion being converted) divided by the Conversion Price then in effect (the “Conversion Shares”) by surrendering this Debenture, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate.

Each conversion of this Debenture pursuant to this paragraph (a) shall be deemed to have been effected immediately prior to the close of business on the day on which this Debenture shall have been surrendered to the Company as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion as provided below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

As soon as practicable after the conversion of this Debenture in full or in part, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion; and

(ii)in case such conversion is in part only, a new Debenture or Debentures (dated the date hereof) of like tenor, in principal amount equal to the principal amount hereof less the amount that has been converted into Conversion Shares.

(b)By the Company. This Debenture may be converted by the Company, in whole but not in part, by giving notice thereof to the Registered Holder on any Trading Day if (i) the VWAP for the twenty (20) consecutive Trading Days ended on the Trading Day before the Trading Day on which notice of conversion is given is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock), and (ii) a registration statement covering the resale of the Conversion Shares was effective during such 20-Trading Day period and remains effective on the date of such notice. Upon the Company's giving notice in accordance with the preceding sentence, this Debenture shall without further action be converted into that number of Conversion Shares equal to the outstanding principal amount hereof divided by the Conversion Price then in effect. Each conversion of this Debenture pursuant to this paragraph (b) shall be deemed to have occurred immediately prior to the close of business on the day on which notice of conversion is given as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

-2-

As soon as practicable after the conversion of this Debenture the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion.

(c)Conversion Price. As used herein, the Conversion Price shall initially be $1.46 and from time to time shall be such amount as adjusted as provided herein.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Debenture was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Conversion Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon conversion hereof, in addition to the Conversion Shares issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Debenture been converted on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon conversion hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, this Debenture had been converted.

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Debenture. If the per share consideration payable to the holder hereof for Conversion Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Debenture with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Debenture shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Debenture.

-3-

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Conversion Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

In case at any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any Warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such Warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Company upon the conversion of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Conversion Price shall be adjusted to equal the price at which Common Stock is issuable upon such conversion or conversion or exercise. No adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Company if the Board determines that the determination of different amounts for different contexts is in the best interest of the Company and its stockholders and creditors as a whole.

-4-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Company, (B) upon the conversion or conversion of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the conversion or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; and (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment.

(e)Milestone Adjustments. The Conversion Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Conversion Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Conversion Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date multiplied by the Designated Discount Rate applicable to such Milestone Failure as set forth in the Milestone table below. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones through such fiscal quarter, then all prior adjustments to this paragraph (e) shall be reversed. For purposes of this Debenture, the following terms shall have the following meanings:

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

-5-

Milestones
Fiscal	Milestone	Designated
Quarter Ended	Threshold	Discount Rate
February 28, 2006	$100,000	75%
May 31, 2006	$1,400,000	75%
August 31, 2006	$4,500,000	80%
November 30, 2006	$8,000,000	80%
February 28, 2007	$9,000,000	85%
May 31, 2007	$12,000,000	85%
August 31, 2007	$15,000,000	90%
November 30, 2007	$18,000,000	90%

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Company files the Periodic Report applicable to such quarter; it being understood if the Company amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Company, determined in accordance with GAAP, as reported in the Company’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Company is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Company is then eligible to use, in each case, filed by the Company with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-6-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Debenture shall be exercisable, the Conversion Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Conversion Shares. Whenever the Conversion Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment made to the number of Conversion Shares upon conversion hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the conversion of this Debenture to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any conversion or conversion of the Debenture, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be determined as

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Conversion Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the conversion of this Debenture pursuant to this subsection 1(b) shall be delayed until such determination is made.

-7-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each conversion hereof, the Registered Holder affirms to the Company that the representations and Debenturies contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of conversion.

5.REQUIREMENTS FOR TRANSFER.

(a)This Debenture and the Conversion Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Conversion Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Conversion Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Conversion Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.EVENT OF DEFAULT. The occurrence of any of following events shall constitute an “Event of Default” hereunder:

(a)the failure of the Corporation to make any payment of principal on this Debenture when due, whether at maturity, upon acceleration or otherwise; or

(b)the Corporation makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation as bankrupt or insolvent; or any order for relief with respect to the Corporation is entered under the Federal Bankruptcy Code or any other bankruptcy or insolvency law; or the Corporation petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or of any substantial part of the assets of the Corporation, or commences any proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation and either (i) the Corporation by any act indicates its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed within sixty (60) days.

-8-

Upon the occurrence of any such Event of Default all unpaid principal under this Debenture shall become immediately due and payable.

7.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Debenture against impairment.

8.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the conversion of this Debenture) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

9.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Conversion Shares issuable upon the conversion of the rights represented by this Debenture will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of this Debenture, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the conversion of this Debenture.

-9-

10.REPLACEMENT OF DEBENTURES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Debenture, the Company will issue, in lieu thereof, a new Debenture of like tenor.

11.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Debenture. The Registered Holder may change its or his address as shown on the Debenture register by written notice to the Company requesting such change.

(b)This Debenture and all rights hereunder are transferable, in whole or in part, upon surrender of this Debenture with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Debenture is made in the Debenture register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Debenture is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

12.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Debenture to the location of its principal executive office at the particular time shall be as so specified in such notice.

13.NO RIGHTS AS STOCKHOLDER. Until the conversion of this Debenture, the Registered Holder shall not have or conversion any rights by virtue hereof as a stockholder of the Company.

14.CHANGE OR WAIVER. Any term of this Debenture may be amended or waived upon the written consent of the Company and the Registered Holder.

15.SECTION HEADINGS. The Section headings in this Debenture are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-10-

16.GOVERNING LAW. This Debenture will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.
By:
	Name:David Saltman Title:President

-11-

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”)  Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Debenture, hereby irrevocably elects to purchase shares of the Common Stock covered by such Debenture.

The undersigned herewith elects to convert $__________ in principal amount of such Debenture at the Conversion Price provided for in such Debenture, which is $_________.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Debenture, among the Company, the initial holder of the attached Debenture and the other purchasers listed on the signature page thereof.

Name of Entity: _______________________________________

Signature of

Authorized Person: ____________________________________

Address: ____________________________________________

___________________________________________________

Date: _______________________________________________

EX-10.3

This Warrant and the shares purchasable hereunder have been acquired for investment and have not been registered under the securities act of 1933. Neither this warrant nor such shares may be sold or transferred in the absence of such registration in effect under such act unless the company receives an opinion of counsel or other evidence reasonably acceptable to it demonstrating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act or unless sold pursuant to rule 144 of such act.

Common Stock Purchase Warrant

To Purchase Shares of Common Stock of

Barnabus Energy, Inc.

March 17, 2006

FOR VALUE RECEIVED, Barnabus Energy, Inc., a Nevada corporation (the “Company” or the “Corporation”), hereby grants to Eversource Group Limited(together with its permitted successors and assigns, the “Registered Holder”), the right to purchase at any time up to and including January 31, 2011 (the “Termination Date”), the number of shares of fully paid and nonassessable Common Stock of the Company, $0.001 par value per share (the “Common Stock”, and those shares of Common Stock purchasable under this Warrant being the “Warrant Shares”), equal to (i) $1,500,000 divided by(ii) the Warrant Price (as defined below) then in effect. This Warrant is being issued pursuant to that certain Investment Agreement of even date herewith among the Company, the initial Registered Holder and the other purchasers listed on the signature page thereof (the “Investment Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement.

1.EXERCISE.

(a)This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof.

(b)Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c)As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and

(ii)in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Warrant Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Warrant Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon exercise hereof, in addition to the Warrant Shares, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, the Registered Holder had held the Warrant Shares, giving application to all adjustments called for during such period under this Section 2.

-2-

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the holder hereof for Warrant Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

-3-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Corporation, (B) upon the conversion or exercise of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the exercise or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment; and (G) at or above a price of $1.50 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock).

(e)Milestone Adjustments. The Warrant Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Warrant Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Warrant Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to 115% of the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones such fiscal quarter, then all prior adjustments made pursuant to this paragraph (e) shall be reversed. For purposes of this Warrant, the following terms shall have the following meanings:

-4-

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

Milestones
Fiscal	Milestone
Quarter Ended	Threshold
February 28, 2006	$100,000
May 31, 2006	$1,400,000
August 31, 2006	$4,500,000
November 30, 2006	$8,000,000
February 28, 2007	$9,000,000
May31, 2007	$12,000,000
August 31, 2007	$15,000,000
November 30, 2007	$18,000,000

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Corporation files the Periodic Report applicable to such quarter; it being understood if the Corporation amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Corporation, determined in accordance with GAAP, as reported in the Corporation’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Corporation is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Corporation is then eligible to use, in each case, filed by the Corporation with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-5-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable, the Warrant Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Warrant Shares. Whenever the Warrant Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment shall be made to the number of Warrant Shares issuable upon exercise hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be:

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Exercise Date, the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.

-6-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each exercise hereof, the Registered Holder affirms to the Company that the representations and warranties contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of exercise.

5.REQUIREMENTS FOR TRANSFER.

(a)This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Warrant Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

7.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

-7-

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

8.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

9.REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

(b)This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Warrant is made in the Warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

-8-

11.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal executive office at the particular time shall be as so specified in such notice.

12.NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.CHANGE OR WAIVER. Any term of this Warrant may be amended or waived upon the written consent of the Company and the Registered Holder.

14.SECTION HEADINGS. The Section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-9-

15.GOVERNING LAW. This Warrant will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.
By:
	Name: David Saltman Title: President

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”)  Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full Warrant Price for such shares at the price per share provided for in such Warrant, which is $____. Such payment takes the form of lawful money of the United States.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Warrant, among the Company, the initial holder of the attached Warrant and the other purchasers listed on the signature page thereof.

Name of Entity: _________________________________

Signature of

Authorized Person: _____________________________

Address:_____________________________________

____________________________________________

Date: _______________________________________

EX-10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 17, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the “Company”), and the persons listed on the signature page hereto (the “Purchasers”).

This Agreement is made pursuant to the Investment Agreement of even date herewith between the Company and the Purchasers (the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement.

The Company and the Purchasers hereby agree as follows:

1.             Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Commission” means the Securities and Exchange Commission.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means with respect to the Registration Statement required to be filed hereunder for the Registrable Shares, the 120^th calendar day following the Closing Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Person” means an individual, a corporation, a partnership, a limited liability company or other entity.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means all of the shares of Common Stock issuable upon conversion of a Debenture or exercise of a Warrant, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means the registration statements required to be filed hereunder, including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Trading Day” means any day on which the Company’s shares are eligible to be traded on OTCBB or upon any market in the United States of America where the Common Stock is then listed or eligible to be traded.

2.              Registration.

(a)On or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Registration shall be on another appropriate form in accordance herewith). Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission.

-2-

(b)If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall, as necessary, file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than 100% of the number of such Registrable Securities.

3.            Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)Not less than five Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall, use reasonable best efforts to furnish to the Holders that have requested them in writing copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Person) and use commercially reasonable efforts to incorporate any reasonable comments of the Holders. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than ten (10) Trading Days prior to the Filing Date.

(b)(i) Use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

-3-

(c)Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible (i) as to Holders that have so requested in writing to be notified (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of a Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of such Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or such Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f)Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c).

-4-

(g)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h)If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement, if applicable, or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 180 days (which need not be consecutive days) in any 12 month period.

(j)Comply with all applicable rules and regulations of the Commission.

-5-

4.Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the applicable Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or any legal fees or other costs of the Holders.

5. Indemnification

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) or (iii) in the case that the Holder failed to deliver a prospectus furnished by the Company that corrected the misstatements or omission. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

-6-

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

-7-

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

(d)Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

-8-

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.Miscellaneous

(a)Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to each Registration Statement.

(c)Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.

-9-

(d)Holder to Furnish Information. If requested by the Company in connection with the disclosure requirements in a Registration Statement (including a periodic or current report that will be incorporated by reference into a Registration Statement), each selling Holder shall furnish to the Company a certified statement providing such information as has been requested by the SEC or that the Company feels is necessary to disclose, including without limitation information as to the number of shares of Common Stock beneficially owned by such Holder and the person thereof that has voting and dispositive control over such shares. Notwithstanding anything herein to the contrary, if a Holder has not provided the Company with information required by the Commission to be included in the applicable Registration Statement, notwithstanding the Company’s reasonable best efforts to obtain such information from the Holder, the Company may exclude such Holder from such Registration Statement. If a Holder is excluded from the initial filing of a Registration Statement, upon receipt of the required information, the Company shall continue to use commercially reasonable efforts to include such Holder’s Registrable Securities on the applicable Registration Statement if the same has not become effective (provided, however, that the effectiveness of such Registration Statement shall not be delayed for this purpose.)

(e)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Investment Agreement.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Investment Agreement.

(h)Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

-10-

(i)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined with the provisions of the Investment Agreement.

(j)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

*************************

-11-

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

BARNABUS ENERGY, INC.
By:
	Name: David Saltman Title: President

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

Name:       Eversource Group Limited

Address:   Suite 906, Ocean Centre, Harbour City, 5,

Canton Road, TST, Kowloon, Hong Kong
 

Fax:

Investment Amount: $1,500,000

Number of Warrants:672,646

ANNEX A

Plan of Distribution

The Selling Stockholders (the “Selling Stockholders”) of the common stock (“Common Stock”) of Barnabus Energy, Inc., a Nevada corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the date of this prospectus;

· broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

· any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

-13-

In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

-14-

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

-15-

Annex B

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of Barnabus Energy, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), among the Company and the Purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

-16-

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly you indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone: ______________________________________________________________________________________________________________________________________________________________________

Fax: ____________________________________________________________________________________________________________________________________________________________________________

Contact Person: ___________________________________________________________________________________________________________________________________________________________________

3. Beneficial Ownership of Registrable Securities:

(a) Type and Number of Registrable Securities beneficially owned:

-17-

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o No o

Note: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b) Are you an affiliate of a broker-dealer?

Yes o No o

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

-18-

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: ___________________________________	Beneficial Owner: ___________________________________
	By:
		______________________________________________
		Name: Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

D. Roger Glenn, Esq.

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, New York 10022

(212) 912-2753

-19-

EX-10.5

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 13, 2006, is made by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the purchasers listed on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Company desires to issue and sell the Purchased Securities to the Purchasers; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchasers wish to acquire the Purchased Securities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Agreement the following terms have the meanings set forth in this Article I.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law or executive order to close.

“Charter” means the articles or certificate of incorporation or formation, statute, constitution, joint venture or partnership agreement, limited liability company agreement or articles or other organizational document of any Person other than an individual, each as from time to time amended or modified.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be converted or reclassified.

“Company” has the meaning specified in the introduction to this Agreement.

“Debentures” means an aggregate of $5 million in principal amount of 0% 30-month subordinated debentures in substantially the form set forth on Exhibit A-I issued to the respective Purchasers in the respective principal amounts set forth opposite each such Purchaser's name on the signature page hereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity and any government, governmental department or agency or political subdivision thereof.

“Purchased Securities” means the Debentures and the Warrants.

“Purchaser” and “Purchasers” has the meaning specified in introduction to this Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement of even date herewith by and between the Company and the Purchasers, substantially in the form set forth on Exhibit A-III.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Warrants” means warrants to purchase shares of Common Stock in substantially the form set forth on Exhibit A-II issued to the respective Purchasers in the respective l amounts set forth opposite each such Purchaser's name on the signature page hereto.

ARTICLE II

SALE AND PURCHASE OF PURCHASED SECURITIES

SECTION 2.1. Investment Transactions.

(a) Sale and Purchase of the Purchased Securities. For value received, and on the terms and subject to all of the conditions set forth herein, at the Closing, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase, the Purchased Securities in exchange for a payment to the Company at the Closing of FIVE MILLION DOLLARS ($5,000,000.00), less fees payable under Section 2.3..

(b) Deliveries. At the Closing, the Company shall deliver to the Purchasers the following:

(i)the Debentures, duly executed by the Company; and

(ii)the Warrants duly executed by the Company;

and the Purchasers shall deliver to the Company the aggregate sum of FIVE MILLION DOLLARS ($5,000,000.00) less fees payable under Section 2.3 by wire transfer in immediately available funds to an account designated by the Company to the Purchasers.

SECTION 2.2. Closing. The closing of the purchase and sale of Purchased Securities (the “Closing”) hereunder shall take place remotely by means of mail, facsimile and electronic mail (with originally executed documents to be exchanged immediately thereafter). The Closing shall be held on February 8, 2006 or on such other date as may be agreed to by the Purchasers and the Company (the “Closing Date”). At the Closing, (i) the Company shall issue, sell and deliver to each Purchaser the Purchased Securities to be issued to such Purchaser at such Closing by executing one or more Debentures and Warrants that in the aggregate represent such Purchased Securities, a copy of this Agreement and of the Registration Rights Agreement, sending a copy of the executed signature page of a copy of such Purchased Securities, this Agreement and the Registration Rights Agreement to each such Purchaser by facsimile at the number provided by such Purchaser for such purpose and placing executed copies of such executed Purchased Securities, this Agreement and the Registration Rights Agreement in the hands of a reputable private delivery service for delivery to such Purchaser, and (ii) each such Purchaser shall pay the aggregate purchase price therefor by instructing counsel to wire transfer immediately available funds to an account designated in writing by the Company, shall execute the signature page to this Agreement and the Registration Rights Agreement and send the same by facsimile to the Company at (858) 794-8811 in the United States of America and shall place such executed signature pages in the hands of a reputable private delivery service for delivery to the Company.

-2-

SECTION 2.3. Attorneys Fees. The Purchasers and the Company acknowledge that the Purchasers' counsel will deduct, prior to forwarding the $5,000,000 to the Company pursuant to Section 2.1(b), outstanding fees to a maximum of $25,000.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Purchasers to enter into this Agreement and to induce the Purchasers to purchase the Purchased Securities, the Company hereby represents and warrants, as of the date hereof and as each Closing Date, that:

SECTION 3.1. Organization and Good Standing. The Company is duly organized, validly existing and in good standing in its jurisdiction of organization and is duly qualified and authorized to do business in all other jurisdictions in which the nature of its business or property makes such qualification necessary. The Company has the power to own its properties and to carry on its business as now conducted and as proposed to be conducted.

SECTION 3.2. Authorization. The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder: (a) are within the Company’s power and authority; (b) have been duly authorized by all necessary corporate and other proceedings; (c) has been duly executed and delivered by an authorized officer of the Company; and (d) do not and will not result in the creation of any lien upon any of the Company’s property or conflict with or result in any breach of any provision of the Company’s Charter, or any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which the Company is subject.

SECTION 3.3. Enforceability. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder, will result in legally binding obligations of the Company, enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement and/or in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

-3-

SECTION 3.4. SEC Reports. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the year preceding the date hereof (the foregoing reports, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the U.S. Securities Exchange Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS OF THE PURCHASERS

SECTION 4.1. Investment Intent. Each Purchaser hereby represents, warrants and covenants to the Company that such Purchaser will acquire the Purchased Securities to be purchased by the Purchaser hereunder (and the securities received upon exercise or conversion thereof) for investment only for fully managed accounts not with a view to the sale of any part thereof. The Purchaser hereby agrees that it will not transfer the Purchased Securities or any securities received upon conversion or exercise thereof in a manner that will violate the Securities Act.

SECTION 4.2. Authorization. Each Purchaser hereby represents and warrants to the Company that each of this Agreement and the Registration Rights Agreement has been executed by a duly authorized Person on its behalf; and its execution, delivery and performance hereof have been duly authorized by all appropriate action and do not and will not conflict with or result in any breach of any provision of any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which it is subject.

SECTION 4.3. Enforceability. Each Purchaser hereby represents and warrants that the execution and delivery by it of this Agreement and the Registration Rights Agreement will result in legally binding obligations of it enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

SECTION 4.4. Exemption. Each Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion of the Purchased Securities are not registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to section 4(2) thereof and Regulation S thereunder, and that the Company’s reliance on such exemptions is predicated on the Purchaser’s representations set forth herein.

-4-

SECTION 4.5. Experience. Each Purchaser represents that it has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, is familiar with the risks associated with the business and operations of the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in the Purchased Securities. The Purchaser represents that it has had, during the course of the transaction and prior to the purchase of the Purchased Securities, the opportunity to request information from and ask questions of the Company and its officers, employees and agents, concerning the Company, its assets, business and operations and to receive information and answers to such requests and questions.

SECTION 4.6. Restricted Securities. The Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion thereof are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Purchased Securities and any securities received upon exercise or conversion thereof may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Purchased Securities and any securities received upon exercise or conversion thereof must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. The Purchaser acknowledges that each certificate representing the Purchased Securities or any securities issuable upon exercise or conversion thereof shall bear a legend substantially in the following form:

“THE SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Purchased Securities, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Securities Act or (ii) the Company shall have received an opinion of counsel or other evidence reasonably acceptable to the Company to the effect that any transfer of the Purchased Securities represented by such certificates or the securities issued upon conversion or exercise thereof will not violate the Securities Act and applicable state securities laws.

-5-

SECTION 4.7. Further Limitations on Disposition. Without in any way limiting the representations set forth above, Purchaser will not to make any disposition of all or any portion of the Purchaser’s Purchased Securities and any securities received upon exercise or conversion thereof unless and until one of the following conditions have been satisfied:

(i)There is then in effect a Registration Statement under the Securities Act covering the shares intended to be disposed of, and such disposition is made in accordance with such Registration Statement; or

(ii)The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company to the effect that such disposition will not require registration under the Securities Act, or the Purchaser shall have otherwise sold such shares pursuant to Rule 144 under the Securities Act.

SECTION 4.8. Accredited Investor. Each Purchaser hereby represents and warrants that:

(i) such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or

(ii) (A) such Purchaser (if a natural person) is NOT a resident of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA") and is NOT purchasing or considering purchasing the Securities for the account or benefit of a resident of the USA, or (B) such Purchaser (if not a natural person) is NOT organized or incorporated under the laws of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA"), and is NOT organized by a natural person resident in the USA, or by a partnership or corporation organized under the laws of the USA, or by any estate governed under USA law of which any executor or administrator is a resident or organized under the laws of the USA, or by any trust of which any trustee is a resident or organized under the laws of the USA.

SECTION 4.9. Brokers or Finders. The Purchaser hereby represents that it has not taken any action that would result in the Company incurring any liability for brokerage or finders’ fees or agents’ commissions for any similar charges in connection with the transactions contemplated by this Agreement.

SECTION 4.10. Purchase. The Purchased Securities acquired by each Purchaser, and any securities acquired upon exercise or conversion of the same, will be acquired by such Purchaser for fully managed accounts.

ARTICLE V

CONDITIONS TO THE PURCHASER’S OBLIGATIONS TO PURCHASE THE INITIAL OR REQUESTED SHARES

-6-

The Purchaser’s obligation to purchase Purchased Securities pursuant to Section 2.1 of this Agreement is subject to compliance by the Company with its agreements and representations herein contained, and to the satisfaction, on or prior to the applicable Closing Date, of the following conditions (except to the extent any such conditions may be waived in writing by a particular Purchaser):

SECTION 5.1. Representations and Warranties. The Company’s representations and warranties contained in Article III hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date and the Company shall have performed and complied with all conditions and agreements required to be performed or complied with by each of them prior to the Closing.

SECTION 5.2. Legality; Governmental and Other Authorizations. The purchase of the Purchased Securities to be acquired on such Closing Date by the Purchasers shall not be prohibited by any law or governmental order or regulation, and shall not subject the Purchasers to any penalty, special tax or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VI

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The Company’s obligation to sell and issue the Purchased Securities pursuant to this Agreement is subject to compliance by the Purchaser with the agreements herein contained, and to the satisfaction on or prior to the applicable Closing Date, of the following conditions:

SECTION 6.1. Representations. The representations made by the Purchasers in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 6.2. Legality; Governmental and Other Authorizations. The issuance and sale of the Purchased Securities by the Company at such Closing shall not be prohibited by any law or governmental order or regulation, and shall not subject the Company to any penalty, special tax, or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section), commercial (including FedEx) or U.S. Postal Service overnight delivery service, or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

-7-

If to the Company, addressed to:

David Saltman

President and CEO

Barnabus Energy, Inc.

514 Via De La Valle

Suite 200

Solana Beach, CA 92075

Fax:(858) 794-8811

with a copy to:

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, NY 10022

Attention:  D. Roger Glenn

Fax:(212) 308-4844

If to Purchasers at the addresses set forth on the signature page hereto.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial carrier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any notice hereunder.

SECTION 7.2. Amendments and Waivers, Joinder. Except as otherwise expressly provided herein, any term of this Agreement may be amended only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company and each holder of any Purchased Securities sold pursuant to this Agreement.

SECTION 7.3. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

-8-

SECTION 7.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

SECTION 7.5. Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous discussions, agreements and understandings related to said subject matter.

SECTION 7.6. Survival of Representations and Warranties, etc. All representations and warranties contained herein shall survive until 12 months from the date hereof.

SECTION 7.7. Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by the holder or holders at the time of any of the Purchased Securities.

SECTION 7.8. Governing Law. This Agreement shall be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions thereunder.

SECTION 7.9. Fees and Expenses of Counsel. At the Closing, the Company shall pay up to $25,000 of bona fide expenses, including legal fees, incurred by the Purchasers upon delivery by the Purchasers to the Company of appropriate and customary documentation thereof.

[remainder of page intentionally left blank]

-9-

IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned who hereby agrees to be bound by the terms and provisions set forth in the Agreement.

BARNABUS ENERGY, INC.

By: __________________________

Name: David Saltman

Title: President and CEO

PURCHASERS

____________________________________

Name: Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG on behalf of fully managed accounts

Address:          Postfach 4439

   8022 Zurich

Fax number: +41442142271

Amount of investment: $1,500,000

Number of Warrants: 672,646

EXHIBIT A-I

Form of Debenture

EXHIBIT A-II

Form of Warrant

EXHIBIT A-III

Form of Registration Rights Agreement

EX-10.6

THIS DEBENTURE AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS DEBENTURE NOR SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

0% SUBORDINATED MANDATORY CONVERTIBLE DEBENTURE

US$1,500,000          February 13, 2006

FOR VALUE RECEIVED, BARNABUS ENERGY, INC., a Nevada corporation (the “Company” or the “Corporation”), hereby unconditionally promises to pay to the order of Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG, on behalf of fully managed accounts, or assigns (the “Registered Holder”), at such address or at such other place as may be designated in writing by the Registered Holder, the aggregate principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), without interest (this “Debenture”). Subject to the other provisions of this Debenture, the principal of this Debenture shall mature and become due and payable in full on July 31, 2008 (the “Maturity Date”). All payments of principal by the Company under this Debenture shall be made in United States dollars to an account specified by the Registered Holder to the Company in writing prior to the Maturity Date. This Debenture is being issued pursuant to the Investment Agreement of even date herewith between the Company, the initial Registered Holder and the other purchasers named on the signature page thereto(the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

1.CONVERSION.

(a)By the Registered Holder. This Debenture may be converted by the Registered Holder on or before the Maturity Date, in whole or in part, into that number of shares of Common Stock equal to the principal amount of this Debenture (or the portion being converted) divided by the Conversion Price then in effect (the “Conversion Shares”) by surrendering this Debenture, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate.

Each conversion of this Debenture pursuant to this paragraph (a) shall be deemed to have been effected immediately prior to the close of business on the day on which this Debenture shall have been surrendered to the Company as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion as provided below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

As soon as practicable after the conversion of this Debenture in full or in part, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion; and

(ii)in case such conversion is in part only, a new Debenture or Debentures (dated the date hereof) of like tenor, in principal amount equal to the principal amount hereof less the amount that has been converted into Conversion Shares.

(b)By the Company. This Debenture may be converted by the Company, in whole but not in part, by giving notice thereof to the Registered Holder on any Trading Day if (i) the VWAP for the twenty (20) consecutive Trading Days ended on the Trading Day before the Trading Day on which notice of conversion is given is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock), and (ii) a registration statement covering the resale of the Conversion Shares was effective during such 20-Trading Day period and remains effective on the date of such notice. Upon the Company's giving notice in accordance with the preceding sentence, this Debenture shall without further action be converted into that number of Conversion Shares equal to the outstanding principal amount hereof divided by the Conversion Price then in effect. Each conversion of this Debenture pursuant to this paragraph (b) shall be deemed to have occurred immediately prior to the close of business on the day on which notice of conversion is given as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

-2-

As soon as practicable after the conversion of this Debenture the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion.

(c)Conversion Price. As used herein, the Conversion Price shall initially be $1.46 and from time to time shall be such amount as adjusted as provided herein.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Debenture was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Conversion Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon conversion hereof, in addition to the Conversion Shares issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Debenture been converted on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon conversion hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, this Debenture had been converted.

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Debenture. If the per share consideration payable to the holder hereof for Conversion Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Debenture with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Debenture shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Debenture.

-3-

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Conversion Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

In case at any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any Warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such Warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Company upon the conversion of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Conversion Price shall be adjusted to equal the price at which Common Stock is issuable upon such conversion or conversion or exercise. No adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Company if the Board determines that the determination of different amounts for different contexts is in the best interest of the Company and its stockholders and creditors as a whole.

-4-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Company, (B) upon the conversion or conversion of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the conversion or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; and (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment.

(e)Milestone Adjustments. The Conversion Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Conversion Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Conversion Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date multiplied by the Designated Discount Rate applicable to such Milestone Failure as set forth in the Milestone table below. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones through such fiscal quarter, then all prior adjustments to this paragraph (e) shall be reversed. For purposes of this Debenture, the following terms shall have the following meanings:

-5-

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

Milestones
Fiscal	Milestone	Designated
Quarter Ended	Threshold	Discount Rate
February 28, 2006	$100,000	75%
May 31, 2006	$1,400,000	75%
August 31, 2006	$4,500,000	80%
November 30, 2006	$8,000,000	80%
February 28, 2007	$9,000,000	85%
May 31, 2007	$12,000,000	85%
August 31, 2007	$15,000,000	90%
November 30, 2007	$18,000,000	90%

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Company files the Periodic Report applicable to such quarter; it being understood if the Company amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Company, determined in accordance with GAAP, as reported in the Company’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Company is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Company is then eligible to use, in each case, filed by the Company with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-6-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Debenture shall be exercisable, the Conversion Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Conversion Shares. Whenever the Conversion Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment made to the number of Conversion Shares upon conversion hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the conversion of this Debenture to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any conversion or conversion of the Debenture, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be determined as

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Conversion Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the conversion of this Debenture pursuant to this subsection 1(b) shall be delayed until such determination is made.

-7-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each conversion hereof, the Registered Holder affirms to the Company that the representations and Debenturies contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of conversion.

5.REQUIREMENTS FOR TRANSFER.

(a)This Debenture and the Conversion Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Conversion Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Conversion Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Conversion Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.EVENT OF DEFAULT. The occurrence of any of following events shall constitute an “Event of Default” hereunder:

(a)the failure of the Corporation to make any payment of principal on this Debenture when due, whether at maturity, upon acceleration or otherwise; or

(b)the Corporation makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation as bankrupt or insolvent; or any order for relief with respect to the Corporation is entered under the Federal Bankruptcy Code or any other bankruptcy or insolvency law; or the Corporation petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or of any substantial part of the assets of the Corporation, or commences any proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation and either (i) the Corporation by any act indicates its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed within sixty (60) days.

-8-

Upon the occurrence of any such Event of Default all unpaid principal under this Debenture shall become immediately due and payable.

7.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Debenture against impairment.

8.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the conversion of this Debenture) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

9.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Conversion Shares issuable upon the conversion of the rights represented by this Debenture will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of this Debenture, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the conversion of this Debenture.

-9-

10.REPLACEMENT OF DEBENTURES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Debenture, the Company will issue, in lieu thereof, a new Debenture of like tenor.

11.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Debenture. The Registered Holder may change its or his address as shown on the Debenture register by written notice to the Company requesting such change.

(b)This Debenture and all rights hereunder are transferable, in whole or in part, upon surrender of this Debenture with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Debenture is made in the Debenture register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Debenture is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

12.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Debenture to the location of its principal executive office at the particular time shall be as so specified in such notice.

13.NO RIGHTS AS STOCKHOLDER. Until the conversion of this Debenture, the Registered Holder shall not have or conversion any rights by virtue hereof as a stockholder of the Company.

14.CHANGE OR WAIVER. Any term of this Debenture may be amended or waived upon the written consent of the Company and the Registered Holder.

15.SECTION HEADINGS. The Section headings in this Debenture are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-10-

16.GOVERNING LAW. This Debenture will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.

By:         _____________________________

Name:David Saltman

Title:President

-11-

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”)  Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Debenture, hereby irrevocably elects to purchase shares of the Common Stock covered by such Debenture.

The undersigned herewith elects to convert $__________ in principal amount of such Debenture at the Conversion Price provided for in such Debenture, which is $_________.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Debenture, among the Company, the initial holder of the attached Debenture and the other purchasers listed on the signature page thereof.

Name of Entity: _______________________________________

Signature of

Authorized Person: ____________________________________

Address: ____________________________________________

___________________________________________________

Date: _______________________________________________

EX-10.7

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

Common Stock Purchase Warrant

To Purchase Shares of Common Stock of

Barnabus Energy, Inc.

February 13, 2006

FOR VALUE RECEIVED, Barnabus Energy, Inc., a Nevada corporation (the “Company” or the “Corporation”), hereby grants to Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG on behalf of fully managed accounts (together with its permitted successors and assigns, the “Registered Holder”), the right to purchase at any time up to and including January 31, 2011 (the “Termination Date”), the number of shares of fully paid and nonassessable Common Stock of the Company, $0.001 par value per share (the “Common Stock”, and those shares of Common Stock purchasable under this Warrant being the “Warrant Shares”), equal to (i) $1,500,000 divided by(ii) the Warrant Price (as defined below) then in effect. This Warrant is being issued pursuant to that certain Investment Agreement of even date herewith among the Company, the initial Registered Holder and the other purchasers listed on the signature page thereof (the “Investment Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement.

1.EXERCISE.

(a)This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof.

(b)Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c)As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and

(ii)in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Warrant Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Warrant Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon exercise hereof, in addition to the Warrant Shares, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, the Registered Holder had held the Warrant Shares, giving application to all adjustments called for during such period under this Section 2.

-2-

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the holder hereof for Warrant Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

-3-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Corporation, (B) upon the conversion or exercise of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the exercise or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment; and (G) at or above a price of $1.50 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock).

(e)Milestone Adjustments. The Warrant Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Warrant Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Warrant Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to 115% of the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones such fiscal quarter, then all prior adjustments made pursuant to this paragraph (e) shall be reversed. For purposes of this Warrant, the following terms shall have the following meanings:

-4-

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

Milestones
Fiscal	Milestone
Quarter Ended	Threshold
February 28, 2006	$100,000
May 31, 2006	$1,400,000
August 31, 2006	$4,500,000
November 30, 2006	$8,000,000
February 28, 2007	$9,000,000
May31, 2007	$12,000,000
August 31, 2007	$15,000,000
November 30, 2007	$18,000,000

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Corporation files the Periodic Report applicable to such quarter; it being understood if the Corporation amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Corporation, determined in accordance with GAAP, as reported in the Corporation’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Corporation is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Corporation is then eligible to use, in each case, filed by the Corporation with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-5-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable, the Warrant Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Warrant Shares. Whenever the Warrant Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment shall be made to the number of Warrant Shares issuable upon exercise hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be:

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Exercise Date, the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.

-6-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each exercise hereof, the Registered Holder affirms to the Company that the representations and warranties contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of exercise.

5.REQUIREMENTS FOR TRANSFER.

(a)This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Warrant Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

7.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

-7-

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

8.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

9.REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

(b)This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Warrant is made in the Warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

-8-

11.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal executive office at the particular time shall be as so specified in such notice.

12.NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.CHANGE OR WAIVER. Any term of this Warrant may be amended or waived upon the written consent of the Company and the Registered Holder.

14.SECTION HEADINGS. The Section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-9-

15.GOVERNING LAW. This Warrant will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.

By: _____________________________________

Name: David Saltman

Title: President

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”) Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full Warrant Price for such shares at the price per share provided for in such Warrant, which is $____. Such payment takes the form of lawful money of the United States.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Warrant, among the Company, the initial holder of the attached Warrant and the other purchasers listed on the signature page thereof.

Name of Entity: _______________________________________

Signature of

Authorized Person: ____________________________________

Address: ____________________________________________

___________________________________________________

Date: _______________________________________________

EX-10.8

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the “Company”), and the persons listed on the signature page hereto (the “Purchasers”).

This Agreement is made pursuant to the Investment Agreement of even date herewith between the Company and the Purchasers (the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement.

The Company and the Purchasers hereby agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Commission” means the Securities and Exchange Commission.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means with respect to the Registration Statement required to be filed hereunder for the Registrable Shares, the 120^th calendar day following the Closing Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Person” means an individual, a corporation, a partnership, a limited liability company or other entity.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means all of the shares of Common Stock issuable upon conversion of a Debenture or exercise of a Warrant, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means the registration statements required to be filed hereunder, including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Trading Day” means any day on which the Company’s shares are eligible to be traded on OTCBB or upon any market in the United States of America where the Common Stock is then listed or eligible to be traded.

2.Registration.

(a)On or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Registration shall be on another appropriate form in accordance herewith). Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission.

-2-

(b)If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall, as necessary, file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than 100% of the number of such Registrable Securities.

3.Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)Not less than five Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall, use reasonable best efforts to furnish to the Holders that have requested them in writing copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Person) and use commercially reasonable efforts to incorporate any reasonable comments of the Holders. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than ten (10) Trading Days prior to the Filing Date.

(b)(i) Use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

-3-

(c)Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible (i) as to Holders that have so requested in writing to be notified (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of a Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of such Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or such Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f)Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c).

-4-

(g)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h)If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement, if applicable, or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 180 days (which need not be consecutive days) in any 12 month period.

(j)Comply with all applicable rules and regulations of the Commission.

-5-

4.Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the applicable Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or any legal fees or other costs of the Holders.

5.Indemnification

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) or (iii) in the case that the Holder failed to deliver a prospectus furnished by the Company that corrected the misstatements or omission. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

-6-

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

-7-

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

(d)Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

-8-

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.Miscellaneous

(a)Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to each Registration Statement.

(c)Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.

-9-

(d)Holder to Furnish Information. If requested by the Company in connection with the disclosure requirements in a Registration Statement (including a periodic or current report that will be incorporated by reference into a Registration Statement), each selling Holder shall furnish to the Company a certified statement providing such information as has been requested by the SEC or that the Company feels is necessary to disclose, including without limitation information as to the number of shares of Common Stock beneficially owned by such Holder and the person thereof that has voting and dispositive control over such shares (subject to Swiss law). Notwithstanding anything herein to the contrary, if a Holder has not provided the Company with information required by the Commission to be included in the applicable Registration Statement, notwithstanding the Company’s reasonable best efforts to obtain such information from the Holder, the Company may exclude such Holder from such Registration Statement. If a Holder is excluded from the initial filing of a Registration Statement, upon receipt of the required information, the Company shall continue to use commercially reasonable efforts to include such Holder’s Registrable Securities on the applicable Registration Statement if the same has not become effective (provided, however, that the effectiveness of such Registration Statement shall not be delayed for this purpose.)

(e)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Investment Agreement.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Investment Agreement.

(h)Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(i)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined with the provisions of the Investment Agreement.

-10-

(j)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

*************************

-11-

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

BARNABUS ENERGY, INC.
By:
	Name: David Saltman Title: President

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

____________________________________________________________

Name: Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG on behalf of fully managed accounts

Address:Postfach 4439

     8022 Zurich

Fax number: +41442142271

Amount of investment: $1,500,000

Number of Warrants: 672,646

ANNEX A

Plan of Distribution

The Selling Stockholders (the “Selling Stockholders”) of the common stock (“Common Stock”) of Barnabus Energy, Inc., a Nevada corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

·   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·   an exchange distribution in accordance with the rules of the applicable exchange;

·   privately negotiated transactions;

·   settlement of short sales entered into after the date of this prospectus;

·   broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

·   a combination of any such methods of sale;

·   through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

·   any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

-13-

In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

-14-

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

-15-

Annex B

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of Barnabus Energy, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), among the Company and the Purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

-16-

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly you indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone: ___________________________________________________________________________________________________________________________________________________________

Fax: _________________________________________________________________________________________________________________________________________________________________

Contact Person: ________________________________________________________________________________________________________________________________________________________

3. Beneficial Ownership of Registrable Securities:

(a) Type and Number of Registrable Securities beneficially owned:

-17-

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o No o

Note: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b) Are you an affiliate of a broker-dealer?

Yes o No o

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

-18-

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: ___________________________________	Beneficial Owner: ___________________________________
	By:	______________________________________________
		Name:
		Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

D. Roger Glenn, Esq.

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, New York 10022

(212) 912-2753

-19-

EX-10.9

INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 14, 2006, is made by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the purchasers listed on the signature page hereto (each a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Company desires to issue and sell the Purchased Securities to the Purchasers; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchasers wish to acquire the Purchased Securities;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Agreement the following terms have the meanings set forth in this Article I.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law or executive order to close.

“Charter” means the articles or certificate of incorporation or formation, statute, constitution, joint venture or partnership agreement, limited liability company agreement or articles or other organizational document of any Person other than an individual, each as from time to time amended or modified.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be converted or reclassified.

“Company” has the meaning specified in the introduction to this Agreement.

“Debentures” means an aggregate of $5 million in principal amount of 0% 30-month subordinated debentures in substantially the form set forth on Exhibit A-I issued to the respective Purchasers in the respective principal amounts set forth opposite each such Purchaser's name on the signature page hereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity and any government, governmental department or agency or political subdivision thereof.

“Purchased Securities” means the Debentures and the Warrants.

“Purchaser” and “Purchasers” has the meaning specified in introduction to this Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement of even date herewith by and between the Company and the Purchasers, substantially in the form set forth on Exhibit A-III.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Warrants” means warrants to purchase shares of Common Stock in substantially the form set forth on Exhibit A-II issued to the respective Purchasers in the respective l amounts set forth opposite each such Purchaser's name on the signature page hereto.

ARTICLE II

SALE AND PURCHASE OF PURCHASED SECURITIES

SECTION 2.1. Investment Transactions.

(a) Sale and Purchase of the Purchased Securities. For value received, and on the terms and subject to all of the conditions set forth herein, at the Closing, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase, the Purchased Securities in exchange for a payment to the Company at the Closing of FIVE MILLION DOLLARS ($5,000,000.00), less fees payable under Section 2.3..

(b) Deliveries. At the Closing, the Company shall deliver to the Purchasers the following:

(i)the Debentures, duly executed by the Company; and

(ii)the Warrants duly executed by the Company;

and the Purchasers shall deliver to the Company the aggregate sum of FIVE MILLION DOLLARS ($5,000,000.00) less fees payable under Section 2.3 by wire transfer in immediately available funds to an account designated by the Company to the Purchasers.

SECTION 2.2. Closing. The closing of the purchase and sale of Purchased Securities (the “Closing”) hereunder shall take place remotely by means of mail, facsimile and electronic mail (with originally executed documents to be exchanged immediately thereafter). The Closing shall be held on February 8, 2006 or on such other date as may be agreed to by the Purchasers and the Company (the “Closing Date”). At the Closing, (i) the Company shall issue, sell and deliver to each Purchaser the Purchased Securities to be issued to such Purchaser at such Closing by executing one or more Debentures and Warrants that in the aggregate represent such Purchased Securities, a copy of this Agreement and of the Registration Rights Agreement, sending a copy of the executed signature page of a copy of such Purchased Securities, this Agreement and the Registration Rights Agreement to each such Purchaser by facsimile at the number provided by such Purchaser for such purpose and placing executed copies of such executed Purchased Securities, this Agreement and the Registration Rights Agreement in the hands of a reputable private delivery service for delivery to such Purchaser, and (ii) each such Purchaser shall pay the aggregate purchase price therefor by instructing counsel to wire transfer immediately available funds to an account designated in writing by the Company, shall execute the signature page to this Agreement and the Registration Rights Agreement and send the same by facsimile to the Company at (858) 794-8811 in the United States of America and shall place such executed signature pages in the hands of a reputable private delivery service for delivery to the Company.

SECTION 2.3. Attorneys Fees. The Purchasers and the Company acknowledge that the Purchasers' counsel will deduct, prior to forwarding the $5,000,000 to the Company pursuant to Section 2.1(b), outstanding fees to a maximum of $25,000.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Purchasers to enter into this Agreement and to induce the Purchasers to purchase the Purchased Securities, the Company hereby represents and warrants, as of the date hereof and as each Closing Date, that:

SECTION 3.1. Organization and Good Standing. The Company is duly organized, validly existing and in good standing in its jurisdiction of organization and is duly qualified and authorized to do business in all other jurisdictions in which the nature of its business or property makes such qualification necessary. The Company has the power to own its properties and to carry on its business as now conducted and as proposed to be conducted.

SECTION 3.2. Authorization. The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder: (a) are within the Company’s power and authority; (b) have been duly authorized by all necessary corporate and other proceedings; (c) has been duly executed and delivered by an authorized officer of the Company; and (d) do not and will not result in the creation of any lien upon any of the Company’s property or conflict with or result in any breach of any provision of the Company’s Charter, or any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which the Company is subject.

SECTION 3.3. Enforceability. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, and the issuance and sale by the Company of the Purchased Securities hereunder, will result in legally binding obligations of the Company, enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement and/or in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

SECTION 3.4. SEC Reports. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the year preceding the date hereof (the foregoing reports, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the U.S. Securities Exchange Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS OF THE PURCHASERS

SECTION 4.1. Investment Intent. Each Purchaser hereby represents, warrants and covenants to the Company that such Purchaser will acquire the Purchased Securities to be purchased by the Purchaser hereunder (and the securities received upon exercise or conversion thereof) for investment only for the Purchaser’s own account, not as a nominee or agent and not with a view to the sale or distribution of any part thereof. The Purchaser hereby agrees that it will not transfer the Purchased Securities or any securities received upon conversion or exercise thereof in a manner that will violate the Securities Act.

SECTION 4.2. Authorization. Each Purchaser hereby represents and warrants to the Company that each of this Agreement and the Registration Rights Agreement has been executed by a duly authorized Person on its behalf; and its execution, delivery and performance hereof have been duly authorized by all appropriate action and do not and will not conflict with or result in any breach of any provision of any law, regulation, order, judgment, writ, injunction, license, permit, agreement or instrument to which it is subject.

SECTION 4.3. Enforceability. Each Purchaser hereby represents and warrants that the execution and delivery by it of this Agreement and the Registration Rights Agreement will result in legally binding obligations of it enforceable against it in accordance with the respective terms and provisions hereof and thereof except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.

SECTION 4.4. Exemption. Each Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion of the Purchased Securities are not registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to section 4(2) thereof and Regulation S thereunder, and that the Company’s reliance on such exemptions is predicated on the Purchaser’s representations set forth herein.

SECTION 4.5. Experience. Each Purchaser represents that it has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, is familiar with the risks associated with the business and operations of the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in the Purchased Securities. The Purchaser represents that it has had, during the course of the transaction and prior to the purchase of the Purchased Securities, the opportunity to request information from and ask questions of the Company and its officers, employees and agents, concerning the Company, its assets, business and operations and to receive information and answers to such requests and questions.

SECTION 4.6. Restricted Securities. The Purchaser understands that the Purchased Securities and any securities received upon exercise or conversion thereof are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Purchased Securities and any securities received upon exercise or conversion thereof may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Purchased Securities and any securities received upon exercise or conversion thereof must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. The Purchaser acknowledges that each certificate representing the Purchased Securities or any securities issuable upon exercise or conversion thereof shall bear a legend substantially in the following form:

“THE SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Purchased Securities, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Securities Act or (ii) the Company shall have received an opinion of counsel or other evidence reasonably acceptable to the Company to the effect that any transfer of the Purchased Securities represented by such certificates or the securities issued upon conversion or exercise thereof will not violate the Securities Act and applicable state securities laws.

SECTION 4.7. Further Limitations on Disposition. Without in any way limiting the representations set forth above, Purchaser will not to make any disposition of all or any portion of the Purchaser’s Purchased Securities and any securities received upon exercise or conversion thereof unless and until one of the following conditions have been satisfied:

(i)There is then in effect a Registration Statement under the Securities Act covering the shares intended to be disposed of, and such disposition is made in accordance with such Registration Statement; or

(ii)The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company to the effect that such disposition will not require registration under the Securities Act, or the Purchaser shall have otherwise sold such shares pursuant to Rule 144 under the Securities Act.

SECTION 4.8. Accredited Investor. Each Purchaser hereby represents and warrants that:

(i) such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or

(ii) (A) such Purchaser (if a natural person) is NOT a resident of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA") and is NOT purchasing or considering purchasing the Securities for the account or benefit of a resident of the USA, or (B) such Purchaser (if not a natural person) is NOT organized or incorporated under the laws of the United States of America or any State of the United States, or territory or possession of the United States, or the District of Columbia (collectively, the "USA"), and is NOT organized by a natural person resident in the USA, or by a partnership or corporation organized under the laws of the USA, or by any estate governed under USA law of which any executor or administrator is a resident or organized under the laws of the USA, or by any trust of which any trustee is a resident or organized under the laws of the USA.

SECTION 4.9. Brokers or Finders. The Purchaser hereby represents that it has not taken any action that would result in the Company incurring any liability for brokerage or finders’ fees or agents’ commissions for any similar charges in connection with the transactions contemplated by this Agreement.

SECTION 4.10. Purchase for Own Account. The Purchased Securities acquired by each Purchaser, and any securities acquired upon exercise or conversion of the same, will be acquired by such Purchaser for such Purchaser's own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

ARTICLE V

CONDITIONS TO THE PURCHASER’S OBLIGATIONS TO PURCHASE THE INITIAL OR REQUESTED SHARES

The Purchaser’s obligation to purchase Purchased Securities pursuant to Section 2.1 of this Agreement is subject to compliance by the Company with its agreements and representations herein contained, and to the satisfaction, on or prior to the applicable Closing Date, of the following conditions (except to the extent any such conditions may be waived in writing by a particular Purchaser):

SECTION 5.1. Representations and Warranties. The Company’s representations and warranties contained in Article III hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date and the Company shall have performed and complied with all conditions and agreements required to be performed or complied with by each of them prior to the Closing.

SECTION 5.2. Legality; Governmental and Other Authorizations. The purchase of the Purchased Securities to be acquired on such Closing Date by the Purchasers shall not be prohibited by any law or governmental order or regulation, and shall not subject the Purchasers to any penalty, special tax or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VI

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The Company’s obligation to sell and issue the Purchased Securities pursuant to this Agreement is subject to compliance by the Purchaser with the agreements herein contained, and to the satisfaction on or prior to the applicable Closing Date, of the following conditions:

SECTION 6.1. Representations. The representations made by the Purchasers in Article IV hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 6.2. Legality; Governmental and Other Authorizations. The issuance and sale of the Purchased Securities by the Company at such Closing shall not be prohibited by any law or governmental order or regulation, and shall not subject the Company to any penalty, special tax, or other onerous condition. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of or with any other Person, with respect to any of the transactions contemplated by this Agreement shall have been duly obtained or made and shall be in full force and effect other than any applicable state securities law or blue sky filings.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section), commercial (including FedEx) or U.S. Postal Service overnight delivery service, or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to the Company, addressed to:

David Saltman

President and CEO

Barnabus Energy, Inc.

514 Via De La Valle

Suite 200

Solana Beach, CA 92075

Fax:(858) 794-8811

with a copy to:

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, NY 10022

Attention:  D. Roger Glenn

Fax:(212) 308-4844

If to Purchasers at the addresses set forth on the signature page hereto.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial carrier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any notice hereunder.

SECTION 7.2. Amendments and Waivers, Joinder. Except as otherwise expressly provided herein, any term of this Agreement may be amended only with the written consent of the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company and each holder of any Purchased Securities sold pursuant to this Agreement.

SECTION 7.3. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE RELATED AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 7.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

SECTION 7.5. Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous discussions, agreements and understandings related to said subject matter.

SECTION 7.6. Survival of Representations and Warranties, etc. All representations and warranties contained herein shall survive until 12 months from the date hereof.

SECTION 7.7. Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by the holder or holders at the time of any of the Purchased Securities.

SECTION 7.8. Governing Law. This Agreement shall be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions thereunder.

SECTION 7.9. Fees and Expenses of Counsel. At the Closing, the Company shall pay up to $25,000 of bona fide expenses, including legal fees, incurred by the Purchasers upon delivery by the Purchasers to the Company of appropriate and customary documentation thereof.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above by the undersigned who hereby agrees to be bound by the terms and provisions set forth in the Agreement.

BARNABUS ENERGY, INC.
By:	/s/
	Name: David Saltman
	Title: President and CEO

PURCHASERS
By:	/s/
	Name: Nadelson Internacional S.A.
	Address:Karyna Condominium  San Jose, Costa Rica Fax number: Amount of investment: $750,000 Number of Warrants: 336,323

EXHIBIT A-I

Form of Debenture

EXHIBIT A-II

Form of Warrant

EXHIBIT A-III

Form of Registration Rights Agreement

EX-10.10

THIS DEBENTURE AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS DEBENTURE NOR SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

0% SUBORDINATED MANDATORY CONVERTIBLE DEBENTURE

US$750,000  February 14, 2006

FOR VALUE RECEIVED, BARNABUS ENERGY, INC., a Nevada corporation (the “Company” or the “Corporation”), hereby unconditionally promises to pay to the order of Nadelson Internacional S.A. or assigns (the “Registered Holder”), at such address or at such other place as may be designated in writing by the Registered Holder, the aggregate principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), without interest (this “Debenture”). Subject to the other provisions of this Debenture, the principal of this Debenture shall mature and become due and payable in full on July 31, 2008 (the “Maturity Date”). All payments of principal by the Company under this Debenture shall be made in United States dollars to an account specified by the Registered Holder to the Company in writing prior to the Maturity Date. This Debenture is being issued pursuant to the Investment Agreement of even date herewith between the Company, the initial Registered Holder and the other purchasers named on the signature page thereto(the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement

THE PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1 OF THIS DEBENTURE.

1.CONVERSION.

(a)By the Registered Holder. This Debenture may be converted by the Registered Holder on or before the Maturity Date, in whole or in part, into that number of shares of Common Stock equal to the principal amount of this Debenture (or the portion being converted) divided by the Conversion Price then in effect (the “Conversion Shares”) by surrendering this Debenture, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate.

Each conversion of this Debenture pursuant to this paragraph (a) shall be deemed to have been effected immediately prior to the close of business on the day on which this Debenture shall have been surrendered to the Company as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion as provided below shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

As soon as practicable after the conversion of this Debenture in full or in part, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion; and

(ii)in case such conversion is in part only, a new Debenture or Debentures (dated the date hereof) of like tenor, in principal amount equal to the principal amount hereof less the amount that has been converted into Conversion Shares.

(b)By the Company. This Debenture may be converted by the Company, in whole but not in part, by giving notice thereof to the Registered Holder on any Trading Day if (i) the VWAP for the twenty (20) consecutive Trading Days ended on the Trading Day before the Trading Day on which notice of conversion is given is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock), and (ii) a registration statement covering the resale of the Conversion Shares was effective during such 20-Trading Day period and remains effective on the date of such notice. Upon the Company's giving notice in accordance with the preceding sentence, this Debenture shall without further action be converted into that number of Conversion Shares equal to the outstanding principal amount hereof divided by the Conversion Price then in effect. Each conversion of this Debenture pursuant to this paragraph (b) shall be deemed to have occurred immediately prior to the close of business on the day on which notice of conversion is given as provided above. At such time, the person or persons in whose name or names any certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented by such certificates.

-2-

As soon as practicable after the conversion of this Debenture the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct a certificate or certificates for the number of Conversion Shares to which the Registered Holder shall be entitled upon such conversion.

(c)Conversion Price. As used herein, the Conversion Price shall initially be $1.46 and from time to time shall be such amount as adjusted as provided herein.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Debenture was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Conversion Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon conversion hereof, in addition to the Conversion Shares issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Debenture been converted on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon conversion hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, this Debenture had been converted.

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Debenture. If the per share consideration payable to the holder hereof for Conversion Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Debenture with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Debenture shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Debenture.

-3-

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Conversion Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

In case at any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any Warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such Warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Company upon the conversion of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Conversion Price shall be adjusted to equal the price at which Common Stock is issuable upon such conversion or conversion or exercise. No adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Company if the Board determines that the determination of different amounts for different contexts is in the best interest of the Company and its stockholders and creditors as a whole.

-4-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Company, (B) upon the conversion or conversion of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the conversion or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; and (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment.

(e)Milestone Adjustments. The Conversion Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Conversion Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Conversion Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date multiplied by the Designated Discount Rate applicable to such Milestone Failure as set forth in the Milestone table below. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones through such fiscal quarter, then all prior adjustments to this paragraph (e) shall be reversed. For purposes of this Debenture, the following terms shall have the following meanings:

-5-

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

Milestones
Fiscal	Milestone	Designated
Quarter Ended	Threshold	Discount Rate
February 28, 2006	$100,000	75%
May 31, 2006	$1,400,000	75%
August 31, 2006	$4,500,000	80%
November 30, 2006	$8,000,000	80%
February 28, 2007	$9,000,000	85%
May 31, 2007	$12,000,000	85%
August 31, 2007	$15,000,000	90%
November 30, 2007	$18,000,000	90%

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Company files the Periodic Report applicable to such quarter; it being understood if the Company amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Company, determined in accordance with GAAP, as reported in the Company’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Company is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Company is then eligible to use, in each case, filed by the Company with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-6-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Debenture shall be exercisable, the Conversion Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Conversion Shares. Whenever the Conversion Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment made to the number of Conversion Shares upon conversion hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the conversion of this Debenture to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any conversion or conversion of the Debenture, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be determined as

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Conversion Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the conversion of this Debenture pursuant to this subsection 1(b) shall be delayed until such determination is made.

-7-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each conversion hereof, the Registered Holder affirms to the Company that the representations and Debenturies contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of conversion.

5.REQUIREMENTS FOR TRANSFER.

(a)This Debenture and the Conversion Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Conversion Shares shall bear a legend substantially in the following form:

“The shares represented by this certificate have been acquired for investment and have not been registered under the securities act of 1933. Such shares may not be sold or transferred in the absence of such registration in effect under such act unless the company receives an opinion of counsel or other evidence reasonably acceptable to it demonstrating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act or unless sold pursuant to rule 144 of such act.

The foregoing legend shall be removed from the certificates representing any Conversion Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Conversion Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.EVENT OF DEFAULT. The occurrence of any of following events shall constitute an “Event of Default” hereunder:

(a)the failure of the Corporation to make any payment of principal on this Debenture when due, whether at maturity, upon acceleration or otherwise; or

(b)the Corporation makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation as bankrupt or insolvent; or any order for relief with respect to the Corporation is entered under the Federal Bankruptcy Code or any other bankruptcy or insolvency law; or the Corporation petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or of any substantial part of the assets of the Corporation, or commences any proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation and either (i) the Corporation by any act indicates its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed within sixty (60) days.

-8-

Upon the occurrence of any such Event of Default all unpaid principal under this Debenture shall become immediately due and payable.

7.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Debenture against impairment.

8.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the conversion of this Debenture) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the conversion of this Debenture) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

9.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Conversion Shares issuable upon the conversion of the rights represented by this Debenture will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of this Debenture, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the conversion of this Debenture.

-9-

10.REPLACEMENT OF DEBENTURES. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Debenture, the Company will issue, in lieu thereof, a new Debenture of like tenor.

11.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Debenture. The Registered Holder may change its or his address as shown on the Debenture register by written notice to the Company requesting such change.

(b)This Debenture and all rights hereunder are transferable, in whole or in part, upon surrender of this Debenture with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Debenture is made in the Debenture register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Debenture is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

12.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Debenture to the location of its principal executive office at the particular time shall be as so specified in such notice.

13.NO RIGHTS AS STOCKHOLDER. Until the conversion of this Debenture, the Registered Holder shall not have or conversion any rights by virtue hereof as a stockholder of the Company.

14.CHANGE OR WAIVER. Any term of this Debenture may be amended or waived upon the written consent of the Company and the Registered Holder.

15.SECTION HEADINGS. The Section headings in this Debenture are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-10-

16.GOVERNING LAW. This Debenture will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.

By: ______________________________

       Name:David Saltman

       Title:President

-11-

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”)  Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Debenture, hereby irrevocably elects to purchase shares of the Common Stock covered by such Debenture.

The undersigned herewith elects to convert $__________ in principal amount of such Debenture at the Conversion Price provided for in such Debenture, which is $_________.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Debenture, among the Company, the initial holder of the attached Debenture and the other purchasers listed on the signature page thereof.

Name of Entity: _______________________________________

Signature of

Authorized Person: ____________________________________

Address: ____________________________________________

___________________________________________________

Date: _______________________________________________

EX-10.11

This Warrant and the shares purchasable hereunder have been acquired for investment and have not been registered under the securities act of 1933. Neither this warrant nor such shares may be sold or transferred in the absence of such registration in effect under such act unless the company receives an opinion of counsel or other evidence reasonably acceptable to it demonstrating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act or unless sold pursuant to rule 144 of such act.

Common Stock Purchase Warrant

To Purchase Shares of Common Stock of

Barnabus Energy, Inc.

February 14, 2006

FOR VALUE RECEIVED, Barnabus Energy, Inc., a Nevada corporation (the “Company” or the “Corporation”), hereby grants to Nadelson Internacional S.A.(together with its permitted successors and assigns, the “Registered Holder”), the right to purchase at any time up to and including January 31, 2011 (the “Termination Date”), the number of shares of fully paid and nonassessable Common Stock of the Company, $0.001 par value per share (the “Common Stock”, and those shares of Common Stock purchasable under this Warrant being the “Warrant Shares”), equal to (i) $750,000 divided by(ii) the Warrant Price (as defined below) then in effect. This Warrant is being issued pursuant to that certain Investment Agreement of even date herewith among the Company, the initial Registered Holder and the other purchasers listed on the signature page thereof (the “Investment Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement.

1.EXERCISE.

(a)This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof.

(b)Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c)As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i)a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and

(ii)in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

2.ADJUSTMENTS.

(a)Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Warrant Price shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Warrant Price shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company or in cash or other property, then and in each such event the Registered Holder shall receive upon exercise hereof, in addition to the Warrant Shares, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event.

(c)Adjustment for Mergers or Reorganizations, etc. If there shall occur any reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsection 2(b) above), then, following any such reclassification, reorganization, recapitalization, consolidation, sale of all or substantially all assets or merger, and without payment of any additional consideration thereof, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reclassification, reorganization, recapitalization, consolidation or merger, sale of all or substantially all assets, the Registered Holder had held the Warrant Shares, giving application to all adjustments called for during such period under this Section 2.

-2-

The foregoing provisions of this Section 2(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the holder hereof for Warrant Shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(d)Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold.

If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities.

If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

-3-

As used herein, “Excluded Issuances” shall mean any issuance of Common Stock (A) to directors, officers, employees or consultants of the Corporation, (B) upon the conversion or exercise of Options or Convertible Securities issued prior to the date hereof, unless such securities have been amended or modified in any manner after the date hereof, (C) pursuant to the Investment Agreement and other agreements in effect on the date hereof and securities issued upon the exercise or conversion of those securities, (D) by reason of a dividend, stock split or other distribution on shares of Common Stock; (E) to David Saltman or Cheryl Bostater pursuant to the terms of their employment agreements; (F) in connection with the acquisition of a business or technology, the formation of a joint venture or a strategic investment; and (G) at or above a price of $1.50 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock).

(e)Milestone Adjustments. The Warrant Price shall be adjusted as, when and to the extent provided in this paragraph (e); provided, however, no further adjustments to the Warrant Price shall be made pursuant to this paragraph (e) with respect to any fiscal quarter ended after November 30, 2006 if: (x) there was no Milestone Failure with respect to the fiscal quarter ended November 30, 2006; and (y) the VWAP for any twenty (20) consecutive Trading Days after the Milestone Announcement Date with respect to the fiscal quarter ended November 30, 2006 is at least $4.00 per share (which per share amount shall be adjusted pro rata in the case of any split, dividend, combination or other event affecting the number of outstanding shares of Common Stock). Upon each Milestone Failure Date, the Warrant Price in effect on such Milestone Failure Date shall, at the election of the Registered Holder, be decreased to 115% of the VWAP for the five (5) Trading Days immediately following such Milestone Failure Date. With respect to each fiscal quarter ended after a Milestone Failure Date, if the cumulative Net Sales through such fiscal quarter ended exceed the cumulative Milestones such fiscal quarter, then all prior adjustments made pursuant to this paragraph (e) shall be reversed. For purposes of this Warrant, the following terms shall have the following meanings:

-4-

(i)“Milestone” means, with respect to a given fiscal quarter, the dollar amount of Net Sales for such fiscal quarter, as set forth in the table immediately below:

Milestones
Fiscal	Milestone
Quarter Ended	Threshold
February 28, 2006	$100,000
May 31, 2006	$1,400,000
August 31, 2006	$4,500,000
November 30, 2006	$8,000,000
February 28, 2007	$9,000,000
May31, 2007	$12,000,000
August 31, 2007	$15,000,000
November 30, 2007	$18,000,000

(ii)“Milestone Announcement Date” shall mean, with respect to each fiscal quarter ended during 2006 and 2007, the date on which the Corporation files the Periodic Report applicable to such quarter; it being understood if the Corporation amends any such Periodic Report after its initial filing, then all calculations, determinations and adjustments, if any, under this Debenture with respect to the fiscal quarter for which such Periodic Report was filed shall, upon the filing of such amendment, be re-calculated, re-determined and re-adjusted, if applicable, as though the information contained in such amendment were contained in the original filing.

(iii)“Milestone Failure” shall be deemed to occur, with respect to a fiscal quarter specified in the table contained in the definition of the term “Milestone”, if the Net Sales for such fiscal quarter do not exceed the Milestone for such fiscal quarter, as reported in the applicable Periodic Report.

(iv)“Milestone Failure Date” shall mean a Milestone Announcement Date on which a Milestone Failure is deemed to occur.

(v)“Net Sales” means the revenues generated in the ordinary course of business by the Corporation, determined in accordance with GAAP, as reported in the Corporation’s applicable Periodic Report.

(vi)“Periodic Report” shall mean the quarterly report on Form 10-Q, 10-QSB or such other form the Corporation is then eiligible to use, or, in the case of the fourth fiscal quarter of a given fiscal year, the annual report on Form 10-K, 10-KSB or such other form the Corporation is then eligible to use, in each case, filed by the Corporation with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(vii)“Trading Day” shall mean a day, other than a Saturday or Sunday, on which The New York Stock Exchange, Inc. is open for trading.

-5-

(viii)“VWAP” means, with respect to a period of specified Trading Days, the volume weighted average price per share of the Common Stock measured over each of the days during such period, which shall be equal to the average of the quotient(s) for each Trading Day during such period of (x) the aggregate dollar amount of Common Stock traded (i.e., the sale prices multiplied by the number of shares traded) for such Trading Day, divided by (y) the total number of shares of Common Stock traded during such Trading Day.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable, the Warrant Price and the method of calculation of each) and showing in detail the facts upon which such adjustment or readjustment is based.

(g)Adjustment to Warrant Shares. Whenever the Warrant Price is adjusted pursuant to this Section 2, there shall be a corresponding adjustment shall be made to the number of Warrant Shares issuable upon exercise hereof.

3.FRACTIONAL SHARES. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, and shall round any fractional shares to the next highest whole number of shares. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying the Registered Holder an amount computed by multiplying the fractional interest by the Fair Market Value of a full share of common Stock.

The “Fair Market Value” per share of Common Stock shall be:

(i)if the Common Stock is listed on a national securities exchange, the NASDAQ Small Cap Market, the NASDAQ National Market, the OTCBB or another nationally recognized trading system as of the Exercise Date, the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii)In all other cases, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.

-6-

4.REPRESENTATIONS AND WARRANTIES BY THE REGISTERED HOLDER. The Registered Holder represents and warrants to the Company that upon each exercise hereof, the Registered Holder affirms to the Company that the representations and warranties contained in Sections 4.01 and 4.04 through 4.08 of the Investment Agreement are true and correct as if made by the Registered Holder on the date of exercise.

5.REQUIREMENTS FOR TRANSFER.

(a)This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b)Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or (ii) the Company shall have received either an opinion of counsel or a “no-action” letter from the SEC to the effect that any transfer of the Warrant Shares represented by such certificates will not violate the Act and applicable state securities laws.

6.NO IMPAIRMENT. The Company will not, by amendment of its charter through reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

7.NOTICES OF RECORD DATE, ETC. In the event:

(a)that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

-7-

(b)of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c)of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

8.STOCK FULLY PAID, RESERVATION OF STOCK. All of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the purchase price therefor, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of shares of Common Stock and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

9.REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (without any obligation for a surety or other security therefor) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10.TRANSFERS, ETC.

(a)The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

(b)This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment in a form reasonably acceptable to the Company at the principal executive offices of the Company.

(c)Until any transfer of this Warrant is made in the Warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

-8-

11.MAILING OF NOTICES, ETC. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal executive office. If the Company should at any time change the location of its principal executive office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal executive office at the particular time shall be as so specified in such notice.

12.NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13.CHANGE OR WAIVER. Any term of this Warrant may be amended or waived upon the written consent of the Company and the Registered Holder.

14.SECTION HEADINGS. The Section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

-9-

15.GOVERNING LAW. This Warrant will be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to the conflict or choice of law provision thereof that would give rise the application of the domestic substantive law of any other jurisdiction.

EXECUTED as of the Date of Issuance indicated above.

BARNABUS ENERGY, INC.

By: ____________________________________

      Name: David Saltman

      Title: President

EXHIBIT I

PURCHASE FORM

To: Barnabus Energy, Inc. (the “Company”) Dated: ____________

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full Warrant Price for such shares at the price per share provided for in such Warrant, which is $____. Such payment takes the form of lawful money of the United States.

Please issue a certificate representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

The undersigned affirms the representation and warranties contained in Sections 4.01 and 4.04 through 4.08 of that certain Investment Agreement dated the same date as the attached Warrant, among the Company, the initial holder of the attached Warrant and the other purchasers listed on the signature page thereof.

Name of Entity: _______________________________________

Signature of

Authorized Person: ____________________________________

Address: ____________________________________________

___________________________________________________

Date: _______________________________________________

EX-10.12

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2006, by and among Barnabus Energy, Inc., a Nevada corporation (the “Company”), and the persons listed on the signature page hereto (the “Purchasers”).

This Agreement is made pursuant to the Investment Agreement of even date herewith between the Company and the Purchasers (the “Investment Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement.

The Company and the Purchasers hereby agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Commission” means the Securities and Exchange Commission.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means with respect to the Registration Statement required to be filed hereunder for the Registrable Shares, the 120^th calendar day following the Closing Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Person” means an individual, a corporation, a partnership, a limited liability company or other entity.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means all of the shares of Common Stock issuable upon conversion of a Debenture or exercise of a Warrant, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means the registration statements required to be filed hereunder, including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Trading Day” means any day on which the Company’s shares are eligible to be traded on OTCBB or upon any market in the United States of America where the Common Stock is then listed or eligible to be traded.

2.Registration.

(a)On or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Registration shall be on another appropriate form in accordance herewith). Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same day that the Company receives notification of the effectiveness from the Commission.

-2-

(b)If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall, as necessary, file as soon as reasonably practicable an additional Registration Statement covering the resale by the Holders of not less than 100% of the number of such Registrable Securities.

3.Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)Not less than five Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall, use reasonable best efforts to furnish to the Holders that have requested them in writing copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Person) and use commercially reasonable efforts to incorporate any reasonable comments of the Holders. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than ten (10) Trading Days prior to the Filing Date.

(b)(i) Use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

-3-

(c)Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible (i) as to Holders that have so requested in writing to be notified (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of a Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of such Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or such Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f)Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c).

-4-

(g)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h)If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement, if applicable, or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 180 days (which need not be consecutive days) in any 12 month period.

(j)Comply with all applicable rules and regulations of the Commission.

-5-

4.Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the applicable Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or any legal fees or other costs of the Holders.

5.Indemnification

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) or (iii) in the case that the Holder failed to deliver a prospectus furnished by the Company that corrected the misstatements or omission. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

-6-

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder for use in the applicable Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

-7-

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

(d)Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

-8-

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.Miscellaneous

(a)Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to each Registration Statement.

(c)Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.

-9-

(d)Holder to Furnish Information. If requested by the Company in connection with the disclosure requirements in a Registration Statement (including a periodic or current report that will be incorporated by reference into a Registration Statement), each selling Holder shall furnish to the Company a certified statement providing such information as has been requested by the SEC or that the Company feels is necessary to disclose, including without limitation information as to the number of shares of Common Stock beneficially owned by such Holder and the person thereof that has voting and dispositive control over such shares. Notwithstanding anything herein to the contrary, if a Holder has not provided the Company with information required by the Commission to be included in the applicable Registration Statement, notwithstanding the Company’s reasonable best efforts to obtain such information from the Holder, the Company may exclude such Holder from such Registration Statement. If a Holder is excluded from the initial filing of a Registration Statement, upon receipt of the required information, the Company shall continue to use commercially reasonable efforts to include such Holder’s Registrable Securities on the applicable Registration Statement if the same has not become effective (provided, however, that the effectiveness of such Registration Statement shall not be delayed for this purpose.)

(e)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Investment Agreement.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Investment Agreement.

(h)Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

-10-

(i)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined with the provisions of the Investment Agreement.

(j)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

*************************

-11-

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

BARNABUS ENERGY, INC.
By:
	Name: David Saltman Title: President

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

____________________________________________________________

Name: Address:        Nadelson Internacional S.A. Karyna Condominium San Jose, Costa Rica        

Fax:     Amount of investment: $750,000   Number of Warrants: 336,323

ANNEX A

Plan of Distribution

The Selling Stockholders (the “Selling Stockholders”) of the common stock (“Common Stock”) of Barnabus Energy, Inc., a Nevada corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

·   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·   an exchange distribution in accordance with the rules of the applicable exchange;

·   privately negotiated transactions;

·   settlement of short sales entered into after the date of this prospectus;

·   broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

·   a combination of any such methods of sale;

·   through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

·   any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

-13-

In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

-14-

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

-15-

Annex B

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of Barnabus Energy, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), among the Company and the Purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

-16-

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly you indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone: ______________________________________________________________________________________________________________________________________________________________________

Fax: ____________________________________________________________________________________________________________________________________________________________________________

Contact Person: ___________________________________________________________________________________________________________________________________________________________________

3. Beneficial Ownership of Registrable Securities:

(a) Type and Number of Registrable Securities beneficially owned:

-17-

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o No o

Note: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(b) Are you an affiliate of a broker-dealer?

Yes o No o

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

-18-

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: ___________________________________	Beneficial Owner: ___________________________________
	By:
		______________________________________________
		Name: Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

D. Roger Glenn, Esq.

Edwards Angell Palmer & Dodge LLP

750 Lexington Avenue

New York, New York 10022
(212) 912-2753

-19-

EX-10.13

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into as of March 15, 2006, by and between Barnabus Energy, Inc. (incorporated as Barnabus Enterprises Ltd.), a Nevada corporation (hereinafter called the “Corporation”), and Cheryl J. Bostater (hereinafter called the “Executive”).

WITNESSETH:

WHEREAS the Corporation and the Executive have entered into that certain Employment Agreement dated as of November 1, 2005 (the “Agreement”) and now wish to amend such Agreement;

NOW THEREFORE in consideration of the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to amend (this “Amendment”) the Agreement as follows:

1.Equity Compensation. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the provision set forth below:

(c)Stock Grant. On March 15, 2006, the Corporation shall issue to Executive one million four hundred seven thousand eight hundred five (1,407,805) shares (the “Stock Grant”) of the Corporation’s common stock. The Stock Grant shall vest in accordance with the provisions set forth on Exhibit A. The Stock Grant shall be duly authorized, legally issued, fully paid and non-assessable.

2.Option Revocation. All options previously issued to the Executive pursuant to Section 3(c) of the Agreement shall be cancelled and revoked and shall be of no further force and effect.

3.Other. Except for the changes made by this Amendment, the original Agreement shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

IN WITNESS WHEREOF, the Corporation and the Executive have executed this Amendment on the day and year first above written.

BARNABUS ENERGY, INC.
By:
	David Saltman, Chief Executive Officer
By:
	Cheryl J. Bostater

EXHIBIT A

STOCK GRANT VESTING PROVISIONS

Provided that the Agreement has not earlier been terminated, the Stock Grant shall vest as set forth in the following table:

Date of Vesting	Stock Vesting on Date	Aggregate Stock Vested Through Date	Stock Remaining Unvested
			1,407,805
March 15, 2006	117,317	117,317	1,290,488
March 31, 2006	117,317	234,634	1,173,171
June 30, 2006	117,317	351,951	1,055,854
September 30, 2006	117,317	469,268	938,537
December 31, 2006	117,317	586,585	821,220
March 31, 2007	117,317	703,902	703,903
June 30, 2007	117,317	821,219	586,586
September 30, 2007	117,317	938,536	469,269
December 31, 2007	117,317	1,055,853	351,952
March 31, 2008	117,317	1,173,170	234,635
June 30, 2008	117,317	1,290,487	117,318
September 30, 2008	117,318	1,407,805	0

In addition to the foregoing vesting milestones, all unvested shares of stock vest immediately upon (i) a termination of this Agreement due to the death or disability of the Executive in accordance with Section 7(a) of the Agreement, or (ii) a termination of this Agreement by the Corporation other than for Cause pursuant to Section 7(b), or (iii) a termination by the Executive for Good Reason pursuant to Section 7(c) or (iv) upon a Change of Control as that term is defined in Section 7(c).

All share amounts in this Exhibit A shall be adjusted for stock splits, consolidations, reorganizations and similar transactions. All section references herein are to sections of the Agreement.