0001144204-06-036343 Sample Contracts

OPEN ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.) Secured Convertible Debenture Due __________, 2009
Secured Convertible Debenture • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas

This Secured Convertible Debenture (the “Debenture”) is issued by OPEN ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.), a Nevada corporation (the “Obligor”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated March 30, 2006.

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NORM DODD EMPLOYMENT AGREEMENT
Norm Dodd Employment Agreement • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas • Ontario

This Employment Agreement ("Agreement") is made by and between Barnabus Energy, Inc. dba Open Energy Corporation (the "Company") and Norm Dodd ("Employee") (individually, a "party" and together, the "parties"). This Agreement shall be effective once signed by all parties. In consideration of the Employee’s employment (or continued employment, as the case may be), as well as the payment by the Company to the Employee, of the sum of One (1) Dollar, the receipt and sufficiency which is hereby acknowledged, and the consideration set out herein, the Employee agrees to the following terms of employment:

This document shall be the Offer to Lease between:
Lease • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas • Ontario

hereby offers to lease from the Landlord, through Royal LePage Your Community Realty and its agent, Oksana Stein, ("Agent") upon the following terms and conditions, approximately 9,593 (nine thousand, five hundred and ninety three) square feet of rentable area (herein referred to as the "Unit # 1" ) (the "Premises") located at 226 Edward Street, Unit # 1 Aurora, Ontario with Edward Street frontage attached hereto as Schedule "A" of this Offer.

AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated effective as of March 31, 2006, by and among OPEN ENERGY CORPORATION (formerly Barnabus Energy, Inc.), a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”).

FIRST AMENDMENT TO LEASE
Lease • August 30th, 2006 • Open Energy Corp • Crude petroleum & natural gas • California

This is the First Amendment to Lease entered into this 17th day of May, by and between Open Energy Corporation, a Nevada Corporation, successor in interest to Barnabus Energy Corporation, hereinafter called “Tenant” and Generation Properties, L.P., a California Limited Partnership, hereinafter called “Landlord”.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Open Energy Corp • 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”). The Amendment No. 1 has been clarified pursuant to resolutions of the Board of Directors of the Company dated July 24, 2006.

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