0001144204-06-010744 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas

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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas

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”).

Contract
Common Stock Purchase Warrant • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada

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.

INVESTMENT AGREEMENT
Investment Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada

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”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas

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”).

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