EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 25 ^th day of August, 2005, by and between Barnabus Enterprises Ltd., a Nevada corporation (hereinafter called “Corporation”), and David Saltman (hereinafter called “Executive”).

WITNESSETH :

In consideration of the compensation payable to Executive by the Corporation pursuant to this Agreement, and the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.           Employment and Position . The Corporation hereby employs the Executive as President and Chief Executive Officer of the Corporation, and the Executive hereby accepts said employment and agrees to render such services to the Corporation on the terms and conditions set forth in this Agreement. During the term of this Agreement, the Executive shall report directly and solely to the board of directors and shall have such executive responsibilities to and shall perform such executive services for the Corporation as may be consistent with his titles. All other officers and employees of the Corporation shall report, directly or indirectly, to the Executive. Without limiting the generality of the foregoing, the Executive shall have the right to designate the Corporation's legal counsel, outside auditing firm and any investor relations firm.

2.           Term . Subject to the provisions for extension and termination set forth in this Agreement, the initial term of this Agreement will begin on September 15, 2005 and shall terminate on September 30, 2008 unless sooner terminated (“Initial Term”), provided that the term of this Agreement and the Executive’s employment hereunder shall be deemed to be extended for additional terms of one-year each (each, an “Additional Term”) commencing on the day after the expiration of the Initial Term or the previous Additional Term unless either party elects to terminate this Agreement at the end of the Initial Term or any Additional Term by giving the other party written notice of such election at least sixty (60) days before the expiration thereof. The Initial Term and all Additional Terms shall be referred to collectively as the “Term”.

3.           Compensation . As compensation for all services to be performed by the Executive under this Agreement, the Corporation shall compensate Executive as follows:

(a)         Base Compensation . The Corporation shall pay the Executive base compensation (“Base Salary”) equal to Two Hundred Fifty Thousand Dollars ($250,000) per annum, which may be increased from time to time in such amounts as are determined by the Board of Directors of the Corporation and shall not be decreased without the Executive’s written consent. The term “Base Salary” shall refer to the Base Salary as so increased. The Base Salary will be payable in installments in accordance with the Corporation’s regular payroll practices from time to time. The Base Salary and all other remuneration paid to the Executive shall be subject to applicable employment and income tax withholding taxes.

(b)         Bonus . In addition to the Base Salary, the Corporation shall pay the Executive during the term of this Agreement on each anniversary of the commencement of the Initial Term such bonus payments as may be determined by the Board of Directors of the Corporation based upon the Corporation's achievement of the goals set forth in the Corporation's business plan as in effect from time to time.

(c)           Stock Grant . Upon execution and delivery of this Agreement by the parties hereto, the Corporation shall issue to the Executive eight million two hundred thirty-five thousand six hundred sixty-two (8,235,662) shares (the “Stock Grant”) of the Corporation’s common stock (“Common Stock”). Such Stock Grant shall vest in accordance with the provisions set forth on Exhibit A. Upon vesting, the stock included in the Stock Grant shall be duly authorized, legally issued, fully paid and nonassessable. The Corporation represents and warrants that the Stock Grant is equal to fifteen percent (15%) of the Corporation's outstanding Common Stock on the date of issuance on a fully diluted basis including the Stock Grant.

(d)           Benefits . During the Term of this Agreement, the Executive shall be eligible to participate in the standard fringe benefits package and incentive compensation plans generally made available to the executive management employees of the Corporation, as such benefits may be determined or changed from time to time by the Board of Directors of the Corporation. The fringe benefit programs will include at a minimum reasonable hospital and major medical insurance coverage for Executive and the family of the Executive. Without limiting the generality of the foregoing, the Corporation shall at a minimum reimburse the Executive for the amount of Blue Cross insurance coverage costing $1,112 per month at the time this Agreement is entered into and shall increase such reimbursement as the cost of such coverage is increased by the provider thereof from time to time.

(e)         Expenses . During the Term of this Agreement, the Corporation shall reimburse the Executive for any and all expenses reasonably incurred by the Executive incident to the performance of the duties imposed upon Executive hereunder and which are substantiated in accordance with reasonable policies and procedures of the Corporation in effect from time to time.

(f)          Auto Allowance . During the Term of this Agreement, the Corporation shall pay to the Executive an automobile allowance of Six Hundred Dollars ($600) a month in addition to the Executive’s Base Salary.

4.           Office . The Corporation will maintain an appropriately appointed and furnished executive office in a location selected by the Executive at his discretion from time to time, with a computer and such additional equipment and office furnishings as are necessary to carry out the responsibilities of the office of the CEO. The Corporation shall provide the Executive with secretarial and other administrative staff and support services suitable to the Executive’s duties and responsibilities hereunder. Without limiting the generality of the foregoing sentence, the Corporation shall at a minimum pay an administrative assistant to the Executive a salary equal to Four Thousand Dollars ($4,000.00) per month, which amount shall be increased at least annually by a reasonable amount determined by the Executive (which increase shall at least equal the rise in the consumer price index for the corresponding period) plus benefits equal to twenty-five percent (25%) of such salary.

This Agreement shall terminate automatically upon the Executive’s death.

The Corporation shall be entitled to terminate this Agreement because of the Executive’s disability during the Term. Such termination shall only become effective if (i) one hundred and eighty (180) days shall elapse after the date on which the Corporation gives the Executive written notice of its intention to effect such a termination, and (ii) during such 180-day period the Executive shall not have returned to full-time performance of the Executive’s duties.

The Corporation may terminate this Agreement for Cause at any time during the Term, at which time the Term shall end. The Corporation shall give the Executive written notice of such termination, setting forth in reasonable detail the specific conditions that it considers to constitute Cause, and termination shall be effective thirty (30) days after the delivery of such notice.

For purposes of this Agreement, the term “Cause” shall mean, when used with respect to the termination of this Agreement by the Corporation, the conviction of the Executive by a court of competent jurisdiction of a felony involving a crime of fraud against the Corporation, such as embezzlement or other theft from the Corporation.

The Executive may terminate this Agreement for Good Reason at any time during the Term, at which time the Term shall end. The Executive shall give the Corporation written notice of such termination, setting forth in reasonable detail the specific conditions that the Executive considers to constitute Good Reason, and termination shall be effective thirty (30) days after the delivery of such notice.

For purposes of this Agreement, the term “Good Reason” means (a) any failure by the Corporation to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure that is not taken in bad faith and is remedied by the Corporation promptly after receipt of notice thereof from the Executive; (b) the assignment to the Executive of any duties or responsibilities inconsistent in any material respect with those customarily associated with the positions held by the Executive during the Term, (c) the occurrence of a Change of Control or (d) the failure of the Corporation's shareholders to elect all of the Executive's Designees or the failure of the Corporation to appoint any Designee pursuant to Section 9 hereof to be directors of the Corporation.

For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred in any of the following events: (i) the acquisition by any individual, entity or group of the beneficial ownership (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 25 percent of more of the Common Stock (as defined below); provided, however, that any acquisition by Corporation or its subsidiaries, or any employee benefit plan (or related trust)

of the Corporation or its subsidiaries, of 25% or more of the Common Stock shall not constitute a Change in Control; or (ii) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than seventy-five percent (75%) of the then outsta