Unassociated Document


    Exhibit
      4.1

     

    
      Dated:
        October
        30, 2006

       

      NEITHER
        THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”),
        AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS.

       

      
        	
                No.
                  CCP-4

              	
                $3,500,000

              


      

       

      OPEN
        ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.)

       

      Secured
        Convertible Debenture

      


       

      Due
        October 30, 2009

       

      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. 

       

      FOR
        VALUE RECEIVED,
        the
        Obligor hereby promises to pay to the Holder or its successors and assigns
        the
        principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000)
        together with accrued but unpaid interest on or before October 30, 2009 (the
        “Maturity
        Date”)
        in
        accordance with the following terms:

       

      Interest.
        Interest shall accrue on the outstanding principal balance hereof at an annual
        rate equal to five percent (5%). Interest shall be calculated on the basis
        of a
        365-day year and the actual number of days elapsed, to the extent permitted
        by
        applicable law. Interest hereunder will be paid to the Holder or its assignee
        (as defined in Section
        5)
        in
        whose name this Debenture is registered on the records of the Obligor regarding
        registration and transfers of Debentures (the “Debenture
        Register”).

       

      Right
        of Redemption.
        The
        Obligor at its option shall have the right, with three (3) business days
        advance
        written notice (the “Redemption
        Notice”),
        to
        redeem a portion or all amounts outstanding under this Debenture prior to
        the
        Maturity Date provided that the Closing Bid Price of the of the Obligor’s Common
        Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price
        at
        the time of the Redemption Notice. The Obligor shall pay an amount equal
        to (i)
        the principal amount being redeemed, plus (ii) a redemption premium
        (“Redemption
        Premium”)
        equal
        to twenty percent (20%) of the principal amount being redeemed, plus (iii)
        accrued interest, (collectively referred to as the “Redemption
        Amount”).
        The
        Obligor shall deliver to the Holder the Redemption Amount on the third
        (3rd)
        business day after the Redemption Notice. 

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing in the event that the Obligor has elected to redeem a portion
        of
        the outstanding principal amount and accrued interest under this Debenture
        the
        Holder shall be permitted to convert all or any portion of this Debenture
        during
        such three business day period. 

       

      Security
        Agreements.
        This
        Debenture is secured by a Pledge and Escrow Agreement (the “Pledge
        Agreement”)
        dated
        March 31, 2006 among the Obligor, the Holder, the Escrow Agent, a Security
        Agreement (the “Security
        Agreement”)
        dated
        March 31, 2006 between the Obligor and the Holder and Subsidiary Security
        Agreements (collectively referred to as the “Subsidiary
        Security Agreement”)
        dated
        March 31, 2006 between 2093603 Ontario, Inc. and Barnabus/CRE Acquisition
        Corp
        and the Holder.

       

      This
        Debenture is subject to the following additional provisions:

       

      Section
        1. This
        Debenture is exchangeable for an equal aggregate principal amount of Debentures
        of different authorized denominations, as requested by the Holder surrendering
        the same. No service charge will be made for such registration of transfer
        or
        exchange.

       

      Section
        2. Events
        of Default.

       

      (a) An
        “Event
        of Default”,
        wherever used herein, means any one of the following events (whatever the
        reason
        and whether it shall be voluntary or involuntary or effected by operation
        of law
        or pursuant to any judgment, decree or order of any court, or any order,
        rule or
        regulation of any administrative or governmental body):

       

      (i) Any
        default in the payment of the principal of, interest on or other charges
        in
        respect of this Debenture, free of any claim of subordination, as and when
        the
        same shall become due and payable (whether on a Conversion Date or the Maturity
        Date or by acceleration or otherwise);

       

      (ii) The
        Obligor shall fail to observe or perform in any material respect any other
        material covenant, agreement or warranty contained in, or otherwise commit
        any
        breach or default of any material provision of this Debenture (except as
        may be
        covered by Section
        2(a)(i)
        hereof)
        or any Transaction Document (as defined in Section
        5)
        which
        is not cured with in ten (10) business days following the receipt of notice
        of
        such failure, breach or default; 

       

      (iii) The
        Obligor or any subsidiary of the Obligor shall commence any proceeding, or
        there
        shall be commenced against the Obligor or any subsidiary of the Obligor any
        proceeding under any applicable bankruptcy or insolvency laws as now or
        hereafter in effect or any successor thereto, or the Obligor or any subsidiary
        of the Obligor commences any other proceeding under any reorganization,
        arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
        or
        liquidation or similar law of any jurisdiction whether now or hereafter in
        effect relating to the Obligor or any subsidiary of the Obligor or there
        is
        commenced against the Obligor or any subsidiary of the Obligor any such
        bankruptcy, insolvency or other proceeding which remains undismissed for
        a
        period of 61 days; or the Obligor or any subsidiary of the Obligor is
        adjudicated insolvent or bankrupt; or any order of relief or other order
        approving any such case or proceeding is entered; or the Obligor or any
        subsidiary of the Obligor suffers any appointment of any custodian, private
        or
        court appointed receiver or the like for it or any substantial part of its
        property which continues undischarged or unstayed for a period of seventy
        five
        (75) days; or the Obligor or any subsidiary of the Obligor makes a general
        assignment for the benefit of creditors; or the Obligor or any subsidiary
        of the
        Obligor shall fail to pay, or shall state that it is unable to pay, or shall
        be
        unable to pay, its debts generally as they become due; or the Obligor or
        any
        subsidiary of the Obligor shall call a meeting of its creditors with a view
        to
        arranging a composition, adjustment or restructuring of any material portion
        of
        its debts; or the Obligor or any subsidiary of the Obligor shall by any act
        or
        failure to act expressly indicate its consent to, approval of or acquiescence
        in
        any of the foregoing; or any corporate or other action is taken by the Obligor
        or any subsidiary of the Obligor for the purpose of effecting any of the
        foregoing;

       

      
        
          
          

        

        
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      (iv) The
        Obligor or any subsidiary of the Obligor shall default in any of its obligations
        under any other debenture or any mortgage, credit agreement or other facility,
        indenture agreement, factoring agreement or other instrument under which
        there
        may be issued, or by which there may be secured or evidenced any indebtedness
        for borrowed money or money due under any long term leasing or factoring
        arrangement of the Obligor or any subsidiary of the Obligor in an amount
        exceeding $100,000, whether such indebtedness now exists or shall hereafter
        be
        created and such default shall result in such indebtedness becoming or being
        declared due and payable prior to the date on which it would otherwise become
        due and payable;

       

      (v) The
        Common Stock shall cease to be quoted for trading or listing for trading
        on
        either the Nasdaq OTC Bulletin Board (“OTC”),
        or if
        then listed on Nasdaq Capital Market, New York Stock Exchange, American Stock
        Exchange or the Nasdaq National Market (each, a “Subsequent
        Market”)
        shall
        cease to be quoted for trading or listing on such Subsequent Market and shall
        not again be quoted or listed for trading thereon within five (5) Trading
        Days
        of such delisting;

       

      (vi) The
        Obligor or any subsidiary of the Obligor shall be a party to any Change of
        Control Transaction (as defined in Section
        5);
        

       

      (vii) The
        Obligor shall fail to file the Underlying Shares Registration Statement (as
        defined in Section
        5)
        with
        the Commission (as defined in Section
        5),
        or the
        Underlying Shares Registration Statement shall not have been declared effective
        by the Commission, in each case within ten (10) calendar days immediately
        following the expiration of the applicable respective time periods set forth
        in
        the Investor Registration Rights Agreement (“Registration
        Rights Agreement”)
        dated
        as of March 30, 2006 between the Obligor and the Holder;

       

      (viii) Other
        than a Blackout Period as defined in Section 3(e) of the Investor’s Registration
        Rights Agreement, if the effectiveness of the Underlying Shares Registration
        Statement lapses for any reason or the Holder shall not be permitted to resell
        the shares of Common Stock underlying this Debenture under the Underlying
        Shares
        Registration Statement, in either case, for more than five (5) consecutive
        Trading Days or an aggregate of eight (8) Trading Days (which need not be
        consecutive Trading Days); provided, however, that such five (5) and eight
        (8)
        Trading Day periods shall be tolled for up to forty five (45) additional
        calendar days in the event that any required amendment of the Registration
        Statement is subject to SEC review;

       

      
        
          
          

        

        
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      (ix) The
        Obligor shall fail for any reason to deliver Common Stock certificates to
        a
        Holder prior to the seventh (7th)
        Trading
        Day after a Conversion Date or the Obligor shall provide notice to the Holder,
        including by way of public announcement, at any time, of its intention not
        to
        comply with requests for conversions of this Debenture in accordance with
        the
        terms hereof; 

       

      (x) The
        Obligor shall fail for any reason to deliver the payment in cash pursuant
        to a
        Buy-In (as defined herein) within five (5) business days after notice is
        delivered hereunder. 

       

      (b) During
        the time that any portion of this Debenture is outstanding, if any Event
        of
        Default has occurred and is continuing which is not cured within the time
        prescribed, the full principal amount of this Debenture, together with interest
        and other amounts owing in respect thereof, to the date of acceleration shall
        become at the Holder's election, immediately due and payable in cash,
provided
        however,
        the
        Holder may request (but shall have no obligation to request) payment of such
        amounts in Common Stock of the Obligor which
        Common Stock shall be valued at a price equal to the volume weighted average
        price of the Common Stock on the date due .
        In
        addition to any other remedies, the Holder shall have the right (but not
        the
        obligation) to convert this Debenture at any time after (x) an Event of Default
        or (y) the Maturity Date at the Conversion Price then in-effect. The Holder
        need
        not provide and the Obligor hereby waives any presentment, demand, protest
        or
        other notice of any kind, and the Holder may immediately and without expiration
        of any grace period enforce any and all of its rights and remedies hereunder
        and
        all other remedies available to it under applicable law. Such declaration
        may be
        rescinded and annulled by Holder at any time prior to payment hereunder.
        No such
        rescission or annulment shall affect any subsequent Event of Default or impair
        any right consequent thereon. Upon an Event of Default, notwithstanding any
        other provision of this Debenture or any Transaction Document, the Holder
        shall
        have no obligation to comply with or adhere to any limitations, if any, on
        the
        conversion of this Debenture or the sale of the Underlying Shares other
        than limitations imposed by applicable federal and state securities
        laws.
        

       

      Section
        3. Conversion.

       

      (a) Conversion
        at Option of Holder.

       

      (i) This
        Debenture (including all principal and accrued and unpaid interest) shall
        be
        convertible into shares of Common Stock at the option of the Holder, in whole
        or
        in part at any time and from time to time, after the Original Issue Date
        (as
        defined in Section
        5)
        (subject to the limitations on conversion set forth in Section
        3(b)
        hereof).
        The number of shares of Common Stock issuable upon a conversion hereunder
        equals
        the quotient obtained by dividing (x) the outstanding amount of this Debenture
        to be converted by (y) the Conversion Price (as defined in Section
        3(c)(i)).
        The
        Obligor shall deliver Common Stock certificates to the Holder prior to the
        Fifth
        (5th)
        Trading
        Day after a Conversion Date.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (ii) Notwithstanding
        anything to the contrary contained herein, if on any Conversion Date: (1)
        the
        number of shares of Common Stock at the time authorized, unissued and unreserved
        for all purposes, or held as treasury stock, is insufficient to pay principal
        and interest hereunder in shares of Common Stock; (2) the Common Stock is
        not
        listed or quoted for trading on the OTC or on a Subsequent Market; (3) the
        Obligor has failed to timely satisfy its conversion; or (4) the issuance
        of such
        shares of Common Stock would result in a violation of Section
        3(b),
        and the
        Holder is unable to sell shares of the Company’s Common Stock as a result of a
        halt in the trading of the Obligor’s Common Stock on the OTC or Subsequent
        Market, or the existence of an Event of Default under Section 2, then, at
        the
        option of the Holder, the Obligor, in lieu of delivering shares of Common
        Stock
        pursuant to Section
        3(a)(i),
        shall
        deliver, within three (3) Trading Days of each applicable Conversion Date,
        an
        amount in cash equal to the product of the outstanding principal amount to
        be
        converted plus any interest due thereon divided by the Conversion Price,
        chosen
        by the Holder, and multiplied by the highest closing price of the stock from
        date of the Conversion Notice (as defined below) until the date that such
        cash
        payment is made.

       

      Further,
        if the Obligor shall not have delivered any cash due in respect of conversion
        of
        this Debenture or as payment of interest thereon by the fifth (5th)
        Trading
        Day after the Conversion Date, the Holder may, by notice to the Obligor,
        require
        the Obligor to issue shares of Common Stock pursuant to Section
        3(c),
        except
        that for such purpose the Conversion Price applicable thereto shall be the
        lesser of the Conversion Price on the Conversion Date and the Conversion
        Price
        on the date of such Holder demand. Any such shares will be subject to the
        provisions of this Section.

       

      (iii) The
        Holder shall effect conversions by delivering to the Obligor a completed
        notice
        in the form attached hereto as Exhibit A (a “Conversion
        Notice”).
        The
        date on which a Conversion Notice is delivered is the “Conversion
        Date.”
Unless
        the Holder is converting the entire principal amount outstanding under this
        Debenture, the Holder is not required to physically surrender this Debenture
        to
        the Obligor in order to effect conversions. Conversions hereunder shall have
        the
        effect of lowering the outstanding principal amount of this Debenture plus
        all
        accrued and unpaid interest thereon in an amount equal to the applicable
        conversion. The Holder and the Obligor shall maintain records showing the
        principal amount converted and the date of such conversions. In the event
        of any
        dispute or discrepancy, the records of the Holder shall be controlling and
        determinative in the absence of manifest error.

       

      (b) Certain
        Conversion Restrictions.

       

      (i) A
        Holder
        may not convert this Debenture or receive shares of Common Stock as payment
        of
        interest hereunder to the extent such conversion or receipt of such interest
        payment would result in the Holder, together with any affiliate thereof,
        beneficially owning (as determined in accordance with Section 13(d) of the
        Exchange Act and the rules promulgated thereunder) in excess of 4.99% of
        the
        then issued and outstanding shares of Common Stock, including shares issuable
        upon conversion of, and payment of interest on, this Debenture held by such
        Holder after application of this Section. Since the Holder will not be obligated
        to report to the Obligor the number of shares of Common Stock it may hold
        at the
        time of a conversion hereunder, unless the conversion at issue would result
        in
        the issuance of shares of Common Stock in excess of 4.99% of the then
        outstanding shares of Common Stock without regard to any 

       

      
        
          
          

        

        
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      other
        shares which may be beneficially owned by the Holder or an affiliate thereof,
        the Holder shall have the authority and obligation to determine whether the
        restriction contained in this Section will limit any particular conversion
        hereunder and to the extent that the Holder determines that the limitation
        contained in this Section applies, the determination of which portion of
        the
        principal amount of this Debenture is convertible shall be the responsibility
        and obligation of the Holder. If the Holder has delivered a Conversion Notice
        for a principal amount of this Debenture that, without regard to any other
        shares that the Holder or its affiliates may beneficially own, would result
        in
        the issuance in excess of the permitted amount hereunder, the Obligor shall
        notify the Holder of this fact and shall honor the conversion for the maximum
        principal amount permitted to be converted on such Conversion Date in accordance
        with the periods described in Section
        3(a)(i)
        and, at
        the option of the Holder, either retain any principal amount tendered for
        conversion in excess of the permitted amount hereunder for future conversions
        or
        return such excess principal amount to the Holder. The provisions of this
        Section may be waived by a Holder (but only as to itself and not to any other
        Holder) upon not less than 65 days prior notice to the Obligor. Other Holders
        shall be unaffected by any such waiver. 

       

      (ii)
        The
        Holder shall not convert in excess of One Million Dollars ($1,000,000) of
        principal amount of this Debenture at the Market Conversion Price in any
        thirty
        (30) day period. Notwithstanding the forgoing, this conversion restriction
        shall
        not apply upon the occurrence of an Event of Default or if waived in writing
        by
        the Company. 

       

      (c) Conversion
        Price and Adjustments to Conversion Price.

       

      (i) The
        conversion price in effect on any Conversion Date shall be equal to the lesser
        of (a) One Dollar and Fifty Cents ($1.50) (the “Fixed
        Conversion Price”)
        or (b)
        ninety five percent (95%) of the lowest Volume Weighted Average Price of
        the Common Stock during the thirty (30) trading days immediately preceding
        the
        Conversion Date as quoted by Bloomberg, LP (the “Market
        Conversion Price”).
        The
        Fixed Conversion Price and the Market Conversion Price are collectively referred
        to as the “Conversion
        Price.”
The
        Conversion Price may be adjusted pursuant to the other terms of this Debenture;
        provided,
        that,
        in no
        event shall the Conversion Price be lower than $0.05 (such floor price to
        be
        adjusted in the same manner that the Fixed Conversion Price is adjusted pursuant
        to Section 3(c)(ii)).

       

      (ii) If
        the
        Obligor, at any time while this Debenture is outstanding, shall (a) pay a
        stock dividend or otherwise make a distribution or distributions on shares
        of
        its Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock, (b) subdivide outstanding shares of Common Stock
        into a
        larger number of shares, (c) combine (including by way of reverse stock split)
        outstanding shares of Common Stock into a smaller number of shares, or (d)
        issue
        by reclassification of shares of the Common Stock any shares of capital stock
        of
        the Obligor, then the Fixed Conversion Price shall be multiplied by a fraction
        of which the numerator shall be the number of shares of Common Stock (excluding
        treasury shares, if any) outstanding before such event and of which the
        denominator shall be the number of shares of Common Stock outstanding after
        such
        event. Any adjustment made pursuant to this Section shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution and shall become effective immediately
        after the effective date in the case of a subdivision, combination or
        re-classification.

       

      
        
          
          

        

        
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      (iii) If
        the
        Obligor, at any time while this Debenture is outstanding, shall issue rights,
        options or warrants to all holders of Common Stock (and not to the Holder)
        entitling them to subscribe for or purchase shares of Common Stock at a price
        per share less than the Fixed Conversion Price, then the Fixed Conversion
        Price
        shall be multiplied by a fraction, of which the denominator shall be the
        number
        of shares of the Common Stock (excluding treasury shares, if any) outstanding
        on
        the date of issuance of such rights or warrants (plus the number of additional
        shares of Common Stock offered for subscription or purchase), and of which
        the
        numerator shall be the number of shares of the Common Stock (excluding treasury
        shares, if any) outstanding on the date of issuance of such rights or warrants,
        plus the number of shares which the aggregate offering price of the total
        number
        of shares so offered would purchase at the Fixed Conversion Price. Such
        adjustment shall be made whenever such rights or warrants are issued, and
        shall
        become effective immediately after the record date for the determination
        of
        stockholders entitled to receive such rights, options or warrants. However,
        upon
        the expiration of any such right, option or warrant to purchase shares of
        the
        Common Stock the issuance of which resulted in an adjustment in the Fixed
        Conversion Price pursuant to this Section, if any such right, option or warrant
        shall expire and shall not have been exercised, the Fixed Conversion Price
        shall
        immediately upon such expiration be recomputed and effective immediately
        upon
        such expiration be increased to the price which it would have been (but
        reflecting any other adjustments in the Fixed Conversion Price made pursuant
        to
        the provisions of this Section after the issuance of such rights or warrants)
        had the adjustment of the Fixed Conversion Price made upon the issuance of
        such
        rights, options or warrants been made on the basis of offering for subscription
        or purchase only that number of shares of the Common Stock actually purchased
        upon the exercise of such rights, options or warrants actually
        exercised.

       

       

      (iv) If
        the
        Obligor or any subsidiary thereof, as applicable, at any time while this
        Debenture is outstanding, shall issue shares of Common Stock or rights,
        warrants, options or other securities or debt that are convertible into or
        exchangeable for shares of Common Stock (“Common
        Stock Equivalents”),
        other
        than Exempted Issuances,
        entitling
        any Person to acquire shares of Common Stock, at a price per share less than
        the
        Fixed Conversion Price (if the holder of the Common Stock or Common Stock
        Equivalent so issued shall at any time, whether by operation of purchase
        price
        adjustments, reset provisions, floating conversion, exercise or exchange
        prices
        or otherwise, or due to warrants, options or rights per share which is issued
        in
        connection with such issuance, be entitled to receive shares of Common Stock
        at
        a price per share which is less than the Fixed Conversion Price, such issuance
        shall be deemed to have occurred for less than the Fixed Conversion Price),
        then, at the sole option of the Holder, the Fixed Conversion Price shall
        be
        adjusted to mirror the conversion, exchange or purchase price for such Common
        Stock or Common Stock Equivalents (including any reset provisions thereof)
        at
        issue. Such adjustment shall be made whenever such Common Stock or Common
        Stock
        Equivalents are issued. The Obligor shall notify the Holder in writing, no
        later
        than one (1) business day following the issuance of any Common Stock or Common
        Stock Equivalent subject to this Section, indicating therein the applicable
        issuance price, or of applicable reset price, exchange price, conversion
        price
        and other pricing terms.

       

      (v) If
        the
        Obligor, at any time while this Debenture is outstanding, shall distribute
        to
        all holders of Common Stock (and not to the Holder) evidences of its
        indebtedness or assets or rights or warrants to subscribe for or purchase
        any
        security, then in each such case the Fixed Conversion Price at which this
        Debenture shall thereafter be convertible shall be 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      determined
        by multiplying the Fixed Conversion Price in effect immediately prior to
        the
        record date fixed for determination of stockholders entitled to receive such
        distribution by a fraction of which the denominator shall be the Closing
        Bid
        Price determined as of the record date mentioned above, and of which the
        numerator shall be such Closing Bid Price on such record date less the then
        fair
        market value at such record date of the portion of such assets or evidence
        of
        indebtedness so distributed applicable to one outstanding share of the Common
        Stock as determined by the Board of Directors in good faith. In either case
        the
        adjustments shall be described in a statement provided to the Holder of the
        portion of assets or evidences of indebtedness so distributed or such
        subscription rights applicable to one share of Common Stock. Such adjustment
        shall be made whenever any such distribution is made and shall become effective
        immediately after the record date mentioned above.

       

      (vi) In
        case
        of any reclassification of the Common Stock or any compulsory share exchange
        pursuant to which the Common Stock is converted into other securities, cash
        or
        property, the Holder shall have the right thereafter to, at its option, (A)
        convert the then outstanding principal amount, together with all accrued
        but
        unpaid interest and any other amounts then owing hereunder in respect of
        this
        Debenture into the shares of stock and other securities, cash and property
        receivable upon or deemed to be held by holders of the Common Stock following
        such reclassification or share exchange, and the Holder of this Debenture
        shall
        be entitled upon such event to receive such amount of securities, cash or
        property as the shares of the Common Stock of the Obligor into which the
        then
        outstanding principal amount, together with all accrued but unpaid interest
        and
        any other amounts then owing hereunder in respect of this Debenture could
        have
        been converted immediately prior to such reclassification or share exchange
        would have been entitled, or (B) require the Obligor to prepay the outstanding
        principal amount of this Debenture, plus all interest and other amounts due
        and
        payable thereon. The entire prepayment price shall be paid in cash. This
        provision shall similarly apply to successive reclassifications or share
        exchanges.

       

      (vii) The
        Obligor shall at all times reserve and keep available out of its authorized
        Common Stock the full number of shares of Common Stock issuable upon conversion
        of all outstanding amounts under this Debenture; and within three (3) Business
        Days following the receipt by the Obligor of a Holder's notice that such
        minimum
        number of Underlying Shares is not so reserved, the Obligor shall promptly
        reserve a sufficient number of shares of Common Stock to comply with such
        requirement shall
        call and hold a special meeting of its shareholders within ninety (90) days
        of
        such occurrence, for the purpose of increasing the number of shares authorized.
        The Obligor's management shall recommend to the shareholders to vote in favor
        of
        increasing the number of shares of Common Stock authorized.

       

      (viii) All
        calculations under this Section
        3
        shall be
        rounded up to the nearest $0.001 or whole share.

       

      (ix) Whenever
        the Conversion Price is adjusted pursuant to Section
        3
        hereof,
        the Obligor shall promptly mail to the Holder a notice setting forth the
        Conversion Price after such adjustment and setting forth a brief statement
        of
        the facts requiring such adjustment.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (x) If
        (A)
        the Obligor shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Obligor shall declare a special nonrecurring cash dividend
        on or
        a redemption of the Common Stock; (C) the Obligor shall authorize the granting
        to all holders of the Common Stock rights or warrants to subscribe for or
        purchase any shares of capital stock of any class or of any rights; (D) the
        approval of any stockholders of the Obligor shall be required in connection
        with
        any reclassification of the Common Stock, any consolidation or merger to
        which
        the Obligor is a party, any sale or transfer of all or substantially all
        of the
        assets of the Obligor, of any compulsory share exchange whereby the Common
        Stock
        is converted into other securities, cash or property; or (E) the Obligor
        shall
        authorize the voluntary or involuntary dissolution, liquidation or winding
        up of
        the affairs of the Obligor; then, in each case, the Obligor shall cause to
        be
        filed at each office or agency maintained for the purpose of conversion of
        this
        Debenture, and shall cause to be mailed to the Holder at its last address
        as it
        shall appear upon the stock books of the Obligor, at least ten (10) calendar
        days prior to the applicable record or effective date hereinafter specified,
        a
        notice stating (x) the date on which a record is to be taken for the purpose
        of
        such dividend, distribution, redemption, rights or warrants, or if a record
        is
        not to be taken, the date as of which the holders of the Common Stock of
        record
        to be entitled to such dividend, distributions, redemption, rights or warrants
        are to be determined or (y) the date on which such reclassification,
        consolidation, merger, sale, transfer or share exchange is expected to become
        effective or close, and the date as of which it is expected that holders
        of the
        Common Stock of record shall be entitled to exchange their shares of the
        Common
        Stock for securities, cash or other property deliverable upon such
        reclassification, consolidation, merger, sale, transfer or share exchange,
        provided, that the failure to mail such notice or any defect therein or in
        the
        mailing thereof shall not affect the validity of the corporate action required
        to be specified in such notice. The Holder is entitled to convert this Debenture
        during the 20-day calendar period commencing the date of such notice to the
        effective date of the event triggering such notice.

       

      (xi) Upon
        the
        consummation of any Change of Control Transaction (other than pursuant to
        clause
        (b) of the definition thereof) of the Obligor or any subsidiary of the Obligor,
        a Holder shall have the right to exercise any rights under Section
        2(b),
        if the
        Obligor fails, at the option of the Holder (A) to permit such Holder to convert
        the aggregate amount of this Debenture then outstanding into the shares of
        stock
        and other securities, cash and property receivable by holders of Common Stock
        following such merger, consolidation or sale, and such Holder shall be entitled
        upon such event or series of related events to receive such amount of
        securities, cash and property as the shares of Common Stock into which such
        aggregate principal amount of this Debenture could have been converted
        immediately prior to such merger, consolidation or sales would have been
        entitled, or (B) in the case of a merger or consolidation of the Obligor
        in
        which the Obligor is not the surviving entity, require the surviving entity
        to
        issue to the Holder a convertible Debenture with a principal amount equal
        to the
        aggregate principal amount of this Debenture then held by such Holder, plus
        all
        accrued and unpaid interest and other amounts owing thereon, which such newly
        issued convertible Debenture shall have terms identical (including with respect
        to conversion) to the terms of this Debenture, and shall be entitled to all
        of
        the rights and privileges of the Holder of this Debenture set forth herein
        and
        the agreements pursuant to which this Debentures were issued. In the case
        of
        clause (B), the conversion price applicable for the newly issued shares of
        Convertible Debentures shall be based upon the amount of securities, cash
        and
        property that each share of Common Stock would receive in such transaction
        and
        the Conversion Price in effect immediately prior to the effectiveness or
        closing
        date for such transaction. The terms of any such merger, sale or consolidation
        shall include such terms so as to continue to give the Holder the right to
        receive the securities, cash and property set forth in this Section upon
        any
        conversion or redemption following such event. This provision shall similarly
        apply to successive such events.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (d) Other
        Provisions.

       

      (i) The
        Obligor covenants that it will at all times reserve and keep available out
        of
        its authorized and unissued shares of Common Stock solely for the purpose
        of
        issuance upon conversion of this Debenture and payment of interest on this
        Debenture, each as herein provided, free from preemptive rights or any other
        actual contingent purchase rights of persons other than the Holder, not less
        than such number of shares of the Common Stock as shall (subject to any
        additional requirements of the Obligor as to reservation of such shares or
        shareholder approval of the issuance of such shares set forth in this Debenture)
        be issuable (taking into account the adjustments and restrictions of
Sections
        2(b) and 3(c))
        upon
        the conversion of the outstanding principal amount of this Debenture and
        payment
        of interest hereunder. The Obligor covenants that all shares of Common Stock
        that shall be so issuable shall, upon issue, be duly and validly authorized,
        issued and fully paid, nonassessable and, if the Underlying Shares Registration
        Statement has been declared effective under the Securities Act, registered
        for
        public sale in accordance with such Underlying Shares Registration
        Statement.

       

      (ii) Upon
        a
        conversion hereunder the Obligor shall not be required to issue stock
        certificates representing fractions of shares of the Common Stock, but may
        if
        otherwise permitted, make a cash payment in respect of any final fraction
        of a
        share based on the Closing Bid Price at such time. If the Obligor elects
        not, or
        is unable, to make such a cash payment, the Holder shall be entitled to receive,
        in lieu of the final fraction of a share, one whole share of Common
        Stock.

       

      (iii) The
        issuance of certificates for shares of the Common Stock on conversion of
        this
        Debenture shall be made without charge to the Holder thereof for any documentary
        stamp or similar taxes that may be payable in respect of the issue or delivery
        of such certificate, provided that the Obligor shall not be required to pay
        any
        tax that may be payable in respect of any transfer involved in the issuance
        and
        delivery of any such certificate upon conversion in a name other than that
        of
        the Holder of such Debenture so converted and the Obligor shall not be required
        to issue or deliver such certificates unless or until the person or persons
        requesting the issuance thereof shall have paid to the Obligor the amount
        of
        such tax or shall have established to the satisfaction of the Obligor that
        such
        tax has been paid.

       

      (iv) Nothing
        herein shall limit a Holder's right to pursue actual damages or declare an
        Event
        of Default pursuant to Section
        2
        herein
        for the Obligor 's failure to deliver certificates representing shares of
        Common
        Stock upon conversion within the period specified herein and such Holder
        shall
        have the right to pursue all remedies available to it at law or in equity
        including, without limitation, a decree of specific performance and/or
        injunctive relief, in each case without the need to post a bond or provide
        other
        security. The exercise of any such rights shall not prohibit the Holder from
        seeking to enforce damages pursuant to any other Section hereof or under
        applicable law. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (v) In
        addition to any other rights available to the Holder, if the Obligor fails
        to
        deliver to the Holder such certificate or certificates pursuant to Section
        3(a)(i) by
        the
        fifth (5th)
        Trading
        Day after the Conversion Date, and if after such fifth (5th)
        Trading
        Day the Holder purchases (in an open market transaction or otherwise) Common
        Stock to deliver in satisfaction of a sale by such Holder of the Underlying
        Shares which the Holder anticipated receiving upon such conversion (a
“Buy-In”),
        then
        the Obligor shall (A) pay in cash to the Holder (in addition to any remedies
        available to or elected by the Holder) the amount by which (x) the Holder's
        total purchase price (including brokerage commissions, if any) for the Common
        Stock so purchased exceeds (y) the product of (1) the aggregate number of
        shares
        of Common Stock that such Holder anticipated receiving from the conversion
        at
        issue multiplied by (2) the market price of the Common Stock at the time
        of the
        sale giving rise to such purchase obligation and (B) at the option of the
        Holder, either reissue a Debenture in the principal amount equal to the
        principal amount of the attempted conversion or deliver to the Holder the
        number
        of shares of Common Stock that would have been issued had the Obligor timely
        complied with its delivery requirements under Section
        3(a)(i).
        For
        example, if the Holder purchases Common Stock having a total purchase price
        of
        $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures
        with respect to which the market price of the Underlying Shares on the date
        of
        conversion was a total of $10,000 under clause (A) of the immediately preceding
        sentence, the Obligor shall be required to pay the Holder $1,000. The Holder
        shall provide the Obligor written notice indicating the amounts payable to
        the
        Holder in respect of the Buy-In.

       

      Section
        4. Notices.
         Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms hereof must be in writing and will be deemed to have
        been
        delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
        when
        sent by facsimile (provided confirmation of transmission is mechanically
        or
        electronically generated and kept on file by the sending party); or (iii)
        one
        (1) trading day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the same.
        The
        addresses and facsimile numbers for such communications shall be:

      


      
        	
                If
                  to the Company, to:

              	
                Open
                  Energy Corporation (f/k/a Barnabus Energy, Inc.)

              
	 	
                514
                  Via de la Valle - Suite 200

              
	 	
                Solana
                  Beach, Ca 92075

              
	 	
                Attention:  
                  David Saltman

              
	 	
                Telephone: 
                  (858)
                  794-8800

              
	 	
                Facsimile:    
                  (858)
                  794-8811

              
	 	 
	
                With
                  a copy to: 

              	
                Edwards
                  Angell Palmer & Dodge LLP

              
	 	
                750
                  Lexington Avenue

              
	 	
                New
                  York, N 10022

              
	 	
                Attention:   
                  D. Roger Glenn, Esq.

              
	 	
                Telephone: 
                  (212)
                  912-2700

              
	 	
                Facsimile:    
                  (212)
                  308-4844

              
	 	 
	
                If
                  to the Holder:

              	
                Cornell
                  Capital Partners, LP

              
	 	
                101
                  Hudson Street, Suite 3700

              
	 	
                Jersey
                  City, NJ 07303

              
	 	
                Attention:  
                  Mark
                  Angelo

              
	 	
                Telephone: 
                  (201)
                  985-8300

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                With
                  a copy to:

              	
                David
                  Gonzalez, Esq. 

              
	 	
                101
                  Hudson Street - Suite 3700

              
	 	
                Jersey
                  City, NJ 07302

              
	 	
                Telephone: 
                  (201)
                  985-8300

              
	 	
                Facsimile:    
                  (201)
                  985-8266

              
	 	 


      

       

      or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) business days prior to the effectiveness of such change.
        Written confirmation of receipt (i) given by the recipient of such notice,
        consent, waiver or other communication, (ii) mechanically or electronically
        generated by the sender's facsimile machine containing the time, date, recipient
        facsimile number and an image of the first page of such transmission or (iii)
        provided by a nationally recognized overnight delivery service, shall be
        rebuttable evidence of personal service, receipt by facsimile or receipt
        from a
        nationally recognized overnight delivery service in accordance with clause
        (i),
        (ii) or (iii) above, respectively.

       

      Section
        5. Definitions.
        For the
        purposes hereof, the following terms shall have the following
        meanings:

       

      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a federal legal
        holiday in the United States or a day on which banking institutions are
        authorized or required by law or other government action to close.

       

      “Change
        of Control Transaction”
means,
        other than the
        acquisitions of Connect Renewable Energy, Inc. and Solar Roofing Systems,
        Inc.
        and related transactions, respectively, by
        the
        Obligor or any subsidiary, the
        occurrence of (a) an acquisition after the date hereof by an individual or
        legal
        entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the
        Exchange Act) of effective control (whether through legal or beneficial
        ownership of capital stock of the Obligor, by contract or otherwise) of in
        excess of fifty percent (50%) of the voting securities of the Obligor (except
        that the acquisition of voting securities by the Holder shall not constitute
        a
        Change of Control Transaction for purposes hereof), (b) a replacement at
        one
        time or over time of more than one-half of the members of the board of directors
        of the Obligor which is not approved by a majority of those individuals who
        are
        members of the board of directors on the date hereof (or by those individuals
        who are serving as members of the board of directors on any date whose
        nomination to the board of directors was approved by a majority of the members
        of the board of directors who are members on the date hereof), (c) the merger,
        consolidation of the Obligor with another person, following which the holders
        of
        the outstanding voting securities of the Obligor immediately prior to such
        transaction hold less that fifty percent (50%) of the outstanding voting
        securities of the surviving or successor entity immediately following the
        consummation of such transaction (d) the sale of fifty percent (50%) or more
        of
        the assets of the Obligor or any subsidiary of the Obligor in one or a series
        of
        related transactions with or into another entity, or (e) the execution by
        the
        Obligor of an agreement to which the Obligor is a party or by which it is
        bound,
        providing for any of the events set forth above in (a), (b), (c), (d),
        (e).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Closing
        Bid Price”
means
        the price per share in the last reported trade of the Common Stock on the
        OTC or
        on the exchange which the Common Stock is then listed as quoted by Bloomberg,
        LP.

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the common stock, par value $0.001, of the Obligor and stock of any other
        class
        into which such shares may hereafter be changed or reclassified.

       

      “Conversion
        Date”
shall
        mean the date upon which the Holder gives the Obligor notice of their intention
        to effectuate a conversion of this Debenture into shares of the Company’s Common
        Stock as outlined herein.

       

      “Designated
        Senior Indebtedness”
shall
        mean one (1) or more senior loans (revolving or otherwise), for purposes
        other
        than to raise equity capital, from one (1) or more financial institutions
        to the
        Obligor and/or its subsidiaries in connection with commercial credit
        arrangements, equipment financings, commercial property lease transactions
        or
        similar transactions, the principal amount of which does not exceed $5,000,000
        in the aggregate.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      “Exempted
        Issuances”
shall
        mean issuances by the Obligor or its subsidiaries of (1)  shares of Common
        Stock or rights,
        warrants, options or other securities or debt that are convertible into or
        exchangeable for shares of Common Stock (“Common
        Stock Equivalents”) issued to financial institutions or lessors in connection
        with commercial credit arrangements, equipment financings, commercial property
        lease transactions or similar transactions; (2) Common Stock Equivalents of
        the Company disclosed on the Disclosure Schedule attached hereto issued prior
        to, and outstanding on, the Initial Closing Date and Common Stock issuable
        on
        exercise or conversion of such Common Stock Equivalents, provided such Common
        Stock Equivalents are not materially amended after the Initial Closing Date;
        (3)  securities to an entity which is not an “Affiliate” of the Company (as
        defined in Rule 144 of the Securities Act) as a component of any business
        relationship with such entity for the purpose of (x) joint venture,
        technology licensing, or development activities, (y) distribution, supply
        or manufacture of the Company’s products or services, or (z) any other
        arrangement involving corporate partners that are primarily for purposes
        other
        than to raise equity capital; (4) securities as consideration for a merger
        or consolidation or the acquisition of a business, product, license, or other
        assets of another person or entity which is not an “Affiliate” of the Company;
        (5) any issuance as a result of any stock split or stock dividend applicable
        to
        all holders of Common Stock; (6), Common Stock or Common Stock Equivalents
        issued for compensatory purposes pursuant to any of the Company's equity
        compensation plans, or as inducement grants to directors and officers in
        accordance with Section 4(k) of the Securities Purchase Agreement; (7) issuances
        of securities in connection with the transactions pursuant to or contemplated
        by
        the Solar Purchase Agreement or the CRE Merger Agreement; and (8) shares
        of
        Common Stock issued upon conversion of, or as interest or liquidated damages
        in
        respect of, Convertible Debentures, or upon exercise of the Warrants issued
        pursuant to the Securities Purchase Agreement.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Original
        Issue Date”
shall
        mean the date of the first issuance of this Debenture regardless of the number
        of transfers and regardless of the number of instruments, which may be issued
        to
        evidence such Debenture.

       

      “Person”
means
        a
        corporation, an association, a partnership, organization, a business, an
        individual, a government or political subdivision thereof or a governmental
        agency.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Trading
        Day”
means
        a
        day on which the shares of Common Stock are quoted on the OTC or quoted or
        traded on such Subsequent Market on which the shares of Common Stock are
        then
        quoted or listed; provided, that in the event that the shares of Common Stock
        are not listed or quoted, then Trading Day shall mean a Business
        Day.

       

      “Transaction
        Documents”
means
        the Securities Purchase Agreement or any other agreement delivered in connection
        with the Securities Purchase Agreement, including, without limitation, the
        Insider Pledge Agreement, the Irrevocable Transfer Agent Instructions, the
        Registration Rights Agreement, the Security Agreement and the Subsidiary
        Security Agreement.

       

      “Underlying
        Shares”
means
        the shares of Common Stock issuable upon conversion of this Debenture or
        as
        payment of interest in accordance with the terms hereof.

       

      “Underlying
        Shares Registration Statement”
means
        a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement, covering among other things the resale of the Underlying
        Shares and naming the Holder as a “selling stockholder” thereunder.

       

      Section
        6. Except
        as
        expressly provided herein, no provision of this Debenture shall alter or
        impair
        the obligations of the Obligor, which are absolute and unconditional, to
        pay the
        principal of, interest and other charges (if any) on, this Debenture at the
        time, place, and rate, and in the coin or currency, herein prescribed. This
        Debenture is a direct obligation of the Obligor. This Debenture ranks pari
        passu
        with all other Debentures now or hereafter issued under the terms set forth
        herein. As long as this Debenture is outstanding, the Obligor shall not and
        shall cause their subsidiaries not to, without the consent of the Holder,
        (i)
        amend its certificate of incorporation, bylaws or other charter documents
        so as
        to adversely affect any rights of the Holder; (ii) repay, repurchase or offer
        to
        repay, repurchase or otherwise acquire shares of its Common Stock or other
        equity securities other than as to the Underlying Shares to the extent permitted
        or required under the Transaction Documents or repurchases of securities
        issued
        to employees, officers or directors pursuant to the Company’s equity
        compensation plans from time to time; or (iii) enter into any agreement with
        respect to any of the foregoing. 

       

      Section
        7. This
        Debenture shall not entitle the Holder to any of the rights of a stockholder
        of
        the Obligor, including without limitation, the right to vote, to receive
        dividends and other distributions, or to receive any notice of, or to attend,
        meetings of stockholders or any other proceedings of the Obligor, unless and to
        the extent converted into shares of Common Stock in accordance with the terms
        hereof.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Section
        8. If
        this
        Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute
        and
        deliver, in exchange and substitution for and upon cancellation of the mutilated
        Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
        Debenture, a new Debenture for the principal amount of this Debenture so
        mutilated, lost, stolen or destroyed but only upon receipt of evidence of
        such
        loss, theft or destruction of such Debenture, and of the ownership hereof,
        and
        indemnity, if requested, all reasonably satisfactory to the
        Obligor.

       

      Section
        9. No
        indebtedness of the Obligor is senior to this Debenture in right of payment,
        whether with respect to interest, damages or upon liquidation or dissolution
        or
        otherwise. Without the Holder’s consent, the Obligor will not and will not
        permit any of their subsidiaries to, directly or indirectly, enter into,
        create,
        incur, assume or suffer to exist any indebtedness of any kind, on or with
        respect to any of its property or assets now owned or hereafter acquired
        or any
        interest therein or any income or profits there from that is senior in any
        respect to the obligations of the Obligor under this Debenture other than
        Designated Senior Indebtedness. Upon the reasonable request of the Obligor,
        the
        Holder agrees to execute and deliver subordination and/or intercreditor
        agreements in the forms requested from time to time by the holders of the
        Designated Senior Indebtedness.

       

      Section
        10. This
        Debenture shall be governed by and construed in accordance with the laws
        of the
        State of New Jersey, without giving effect to conflicts of laws thereof.
        Each of
        the parties consents to the jurisdiction of the Superior Courts of the State
        of
        New Jersey sitting in Hudson County, New Jersey and the U.S. District Court
        for the District of New Jersey sitting in Newark, New Jersey in connection
        with
        any dispute arising under this Debenture and hereby waives, to the maximum
        extent permitted by law, any objection, including any objection based on
        forum non conveniens
        to the
        bringing of any such proceeding in such jurisdictions. 

       

      Section
        11. If
        the
        Obligor fails to strictly comply with the terms of this Debenture, then the
        Obligor shall reimburse the Holder promptly for all fees, costs and expenses,
        including, without limitation, attorneys’ fees and expenses incurred by the
        Holder in any action in connection with this Debenture, including, without
        limitation, those incurred: (i) during any workout, attempted workout, and/or
        in
        connection with the rendering of legal advice as to the Holder’s rights,
        remedies and obligations, (ii) collecting any sums which become due to the
        Holder, (iii) defending or prosecuting any proceeding or any counterclaim
        to any
        proceeding or appeal; or (iv) the protection, preservation or enforcement
        of any
        rights or remedies of the Holder.

       

      Section
        12. Any
        waiver by the Holder of a breach of any provision of this Debenture shall
        not
        operate as or be construed to be a waiver of any other breach of such provision
        or of any breach of any other provision of this Debenture. The failure of
        the
        Holder to insist upon strict adherence to any term of this Debenture on one
        or
        more occasions shall not be considered a waiver or deprive that party of
        the
        right thereafter to insist upon strict adherence to that term or any other
        term
        of this Debenture. Any waiver must be in writing.

       

      Section
        13. If
        any
        provision of this Debenture is invalid, illegal or unenforceable, the balance
        of
        this Debenture shall remain in effect, and if any provision is inapplicable
        to
        any person or circumstance, it shall nevertheless remain applicable to all
        other
        persons and circumstances. If it shall be found that any interest or other
        amount deemed interest due 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      hereunder
        shall violate applicable laws governing usury, the applicable rate of interest
        due hereunder shall automatically be lowered to equal the maximum permitted
        rate
        of interest. The Obligor covenants (to the extent that it may lawfully do
        so)
        that it shall not at any time insist upon, plead, or in any manner whatsoever
        claim or take the benefit or advantage of, any stay, extension or usury law
        or
        other law which would prohibit or forgive the Obligor from paying all or
        any
        portion of the principal of or interest on this Debenture as contemplated
        herein, wherever enacted, now or at any time hereafter in force, or which
        may
        affect the covenants or the performance of this indenture, and the Obligor
        (to
        the extent it may lawfully do so) hereby expressly waives all benefits or
        advantage of any such law, and covenants that it will not, by resort to any
        such
        law, hinder, delay or impeded the execution of any power herein granted to
        the
        Holder, but will suffer and permit the execution of every such as though
        no such
        law has been enacted.

       

      Section
        14. Whenever
        any payment or other obligation hereunder shall be due on a day other than
        a
        Business Day, such payment shall be made on the next succeeding Business
        Day.

       

      Section
        15. THE
        PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
        OF
        THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
        OR
        ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
        DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
        VERBAL
        OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
        FOR
        THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

       

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          16

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        Obligor has caused this Secured Convertible Debenture to be duly executed
        by a
        duly authorized officer as of the date set forth above.

       

      
        	 	
                OPEN
                  ENERGY CORPORATION (F/K/A BARNABUS ENERGY, INC.)
                  

              
	 	 
	 	
                By:      
                  /s/ David
                  Saltman

              
	 	
                Name: 
                  David
                  Saltman

              
	 	
                Title:   
                  Chief Executive Officer

              


      

       

       

       

       

      
 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        “A”

       

      NOTICE
        OF CONVERSION

       

      (To
        be executed by the Holder in order to convert the
        Debenture)

       

      


      
        	
                TO:

              	 


      

      


      The
        undersigned hereby irrevocably elects to convert $_______________ of
        the
        principal amount of the above Debenture into Shares of Common Stock of Open
        Energy Corporation (f/k/a Barnabus Energy, Inc.), according to the conditions
        stated therein, as of the Conversion Date written below.

       

      
        	
                Conversion
                  Date:

              	                 
                
	 	 
	
                Applicable
                  Conversion Price:

              	                         
                
	 	 
	
                Signature:

              	                                  
                
	 	 
	
                Name:

              	                        
                
	 	 
	
                Address:

              	                           
                
	 	 
	
                Amount
                  to be converted:

              	
                $ 
         

              
	 	 
	
                Amount
                  of Debenture unconverted:

              	
                $ 
         

              
	 	 
	
                Conversion
                  Price per share: 

              	
                $ 
         

              
	 	 
	
                Number
                  of shares of Common Stock to be issued:

              	                    
                
	 	 
	
                Please
                  issue the shares of Common Stock in the following name and to the
                  following address:

              	                 
                
	 	 
	
                Issue
                  to:

              	                    
                
	 	 
	
                Authorized
                  Signature:

              	              
                
	 	 
	
                Name:

              	                 
                
	 	 
	
                Title:

              	                   
                
	 	 
	
                Phone
                  Number:

              	                      
                
	 	 
	
                Broker
                  DTC Participant Code:

              	                 
                
	 	 
	
                Account
                  Number: