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0001144204-06-013985 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2006, by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and Cornell Capital Partners, LP, a Delaware limited partnership (the “Buyer”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the undersigned investor listed on Schedule I attached hereto (the “Investor”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2006 (the “Effective Date”) by and among BARNABUS ENERGY, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

Contract
Common Stock Purchase Warrant • April 5th, 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.

SECURITY AGREEMENT
Security Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 31, 2006, by and between 2093603 Ontario Inc., a corporation organized and exiting under the laws of the Ontario Canada with its principal place of business at 100 King Street West First Canadian Place Toronto, Ontario Canada M5X1G5 (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).

AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada

Barnabus Energy, Inc., a Nevada corporation, with offices at 514 Via de la Valle, Suite 200, Solana Beach, CA 92075 (the “Licensee,” and, collectively, with Licensor, the “Parties”),