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.