Unassociated Document


     

    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.

     

    
      
        
        

      

      
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      (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.

     

    
      
        
        

      

      
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    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:
            _______________________________________________